Xilinx Inc. and Subsidiaries - Page 32

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              the income or return from the intangible that an                        
              unrelated party would earn in an arm’s length transfer                  
              of the intangible.                                                      
         Notice 88-123, 1988-2 C.B. 458, 472.  In 1992, respondent                    
         promulgated regulations, interpreting section 482, which were                
         finalized in 1995.  Neither the 1992 nor 1995 regulations contain            
         language indicating any intention to remove the arm’s-length                 
         standard with respect to cost-sharing determinations or prevent              
         consideration of uncontrolled transactions.  In fact, the                    
         preamble to the 1992 proposed regulations states that section                
         1.482-1(b)(1), Income Tax Regs., “clarifies the general meaning              
         of the arm’s length standard * * * [as] whether uncontrolled                 
         taxpayers exercising sound business judgment would have agreed to            
         the same terms given the actual circumstances under which                    
         controlled taxpayers dealt.”  See DHL Corp. & Subs. v.                       
         Commissioner, 285 F.3d 1210, 1222 (9th Cir. 2002) (relying on the            
         preamble to interpret section 1.482-2(d), Income Tax Regs.);                 
         Armco, Inc. v. Commissioner, 87 T.C. 865, 868 (1986) (stating "A             
         preamble will frequently express the intended effect of some part            
         of a regulation * * * [and] might be helpful in interpreting an              
         ambiguity in a regulation."); Proposed Income Tax Regs., 57 Fed.             
         Reg. 3571 (Jan. 30, 1992).                                                   
              Finally, respondent contends that the general rules of                  
         statutory interpretation require us to construe the regulations              
         in a manner that “avoids conflict within the regulatory scheme,              





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