                             PUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 15-1608


SOLERS, INC.,

                Plaintiff - Appellant,

           v.

INTERNAL REVENUE SERVICE,

                Defendant - Appellee.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.     Leonie M. Brinkema,
District Judge. (1:14-cv-01548-LMB-JFA)


Argued:   March 24, 2016                  Decided:   June 30, 2016


Before WILKINSON and NIEMEYER, Circuit Judges, and David C.
NORTON, United States District Judge for the District of South
Carolina, sitting by designation.


Affirmed by published opinion.        Judge Niemeyer wrote     the
opinion, in which Judge Wilkinson and Judge Norton joined.


ARGUED:   Mariam Wagih Tadros, REES BROOME, PC, Tysons Corner,
Virginia, for Appellant.   Gretchen M. Wolfinger, UNITED STATES
DEPARTMENT OF JUSTICE, Washington, D.C., for Appellee.        ON
BRIEF:    Robert J. Cunningham, Jr., REES BROOME, PC, Tysons
Corner, Virginia, for Appellant.     Caroline D. Ciraolo, Acting
Assistant Attorney General, Jonathan S. Cohen, Tax Division,
UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.; Dana
Boente, United States Attorney, OFFICE OF THE UNITED STATES
ATTORNEY, Alexandria, Virginia, for Appellee.
NIEMEYER, Circuit Judge:

     In     this    action,    Solers,    Inc.,       a   Virginia     corporation,

challenges the IRS’ response to its request for documents under

the Freedom of Information Act (“FOIA”), 5 U.S.C. § 552.                         The

IRS identified 261 pages that were responsive to Solers’ request

and ultimately produced unredacted copies of all but 12 pages.

Solers challenged the IRS’ reasons for withholding 6 of those

pages and for producing 4 other pages with redactions.

     After reviewing the documents in camera, the district court

sustained     the    IRS’     position    and        granted    the    IRS   summary

judgment.     For the reasons that follow, we affirm.


                                          I

     Solers, an information technology company, was audited by

the IRS for its 2010 tax year, and, pursuant to the audit, the

IRS proposed adjustments to Solers’ tax liability and potential

penalties.         Not long after the IRS closed the audit, Solers

submitted a FOIA request to the IRS for all documents in the

IRS’ administrative file pertaining to its tax liabilities and

potential     penalties       for   the       2010    tax      year,   specifically

requesting “[d]ocuments, notes, and internal IRS correspondence”

related to (1) the IRS’ audit; (2) the IRS’ notice of proposed

tax adjustment; (3) Solers’ response to the notice; (4) Solers’

protest of the proposed adjustment; (5) the quality control that


                                          2
was   performed       on   the   notice       of    proposed    adjustment;    and    (6)

guidance      received      by   two    IRS        agents   regarding    “intentional

disregard penalties.”            Solers also requested all correspondence

between specified individuals that related to it.

      The IRS located 261 pages that were responsive to Solers’

request and initially provided Solers with most of these pages,

withholding 26 pages and producing 32 pages with redactions.

      Solers commenced this action, alleging that the IRS was

unlawfully withholding records and seeking an order requiring it

to disclose “any redacted materials to the extent that those

materials are not subject to a proper exemption under 5 U.S.C.

§ 552.”       After Solers filed its complaint, the IRS determined

that 17 of the 26 pages previously withheld could be released in

full;    that    3    additional       pages       previously     withheld    could    be

released with redactions; and that 29 of the 32 redacted pages

could be released in full.                Solers eventually agreed that the

IRS had properly redacted 2 pages, leaving only 10 pages at

issue in this case -- 6 pages that the IRS withheld and 4 pages

that it produced with redactions.

      At the outset of the proceedings, Solers filed a motion to

obtain    a     Vaughn     index   --     a    list     describing      the   documents

withheld        and      information      redacted          and    giving     detailed

information sufficient to enable a court to rule on whether the

withholdings fall within a FOIA exemption.                         See Rein v. U.S.

                                              3
Patent    &   Trademark     Office,    553   F.3d   353,   357   n.6   (4th   Cir.

2009); Vaughn v. Rosen, 484 F.2d 820 (D.C. Cir. 1973).                         The

district court granted the motion in part, directing the IRS “to

provide all information required in a Vaughn index” for each

document withheld or produced with redactions.

     Thereafter,      the    parties    filed   cross-motions      for   summary

judgment, and, in support of its motion, the IRS attached two

affidavits from one of its attorneys that provided the following

information about the 10 pages withheld or redacted:

     1.       Handwritten Notes: Four of the six withheld pages
              are handwritten notes made by Revenue Agent Arun
              Sharma, the agent primarily responsible for
              conducting    Solers’     examination,     during    a
              conversation he had with Solers’ accountant on
              April 25, 2013.    According to the IRS attorney,
              the   notes    “consist[]    of    [Agent   Sharma’s]
              thoughts,    impressions,     and    [indicate    the]
              possible direction of the examination.”       The IRS
              attorney also stated that “[n]o decision was made
              at that time with regard to the issues discussed
              by Revenue Agent Sharma and the CPA, and the
              examination was not closed until almost a year
              later on March 4, 2014.” The IRS withheld the 4
              pages of notes pursuant to the deliberative
              process privilege that is incorporated into 5
              U.S.C. § 552(b)(5) (“Exemption 5”).          The IRS
              attorney also stated that he had “determined that
              [the   notes]   do   not   contain    any  segregable
              information.”

     2.       Summary Report: The IRS also withheld a one-page
              summary report prepared by Agent Sharma on
              October 16, 2013.      The report discusses Agent
              Sharma’s “review of returns of certain individual
              third-party taxpayers, whose tax returns were
              considered    in    conjunction    with   [Solers’]
              examination.”     The IRS withheld the summary
              report   pursuant    to    5   U.S.C.   § 552(b)(3)

                                         4
     (“Exemption 3”), in conjunction with 26 U.S.C.
     § 6103(a), as well as Exemption 5’s deliberative
     process   privilege;  it   also   maintained   that
     portions    of   the  report    were   subject   to
     withholding    under   § 552(b)(6)    and    (7)(C)
     (“Exemptions 6 and 7(C)”).

3.   Graph: The IRS also withheld a one-page graph
     prepared by Agent Sharma on July 30, 2012. Agent
     Sharma generated the graph “from the [IRS’] yk-1
     database, which stores information about which
     individuals and entities are related to each
     taxpayer. The graph shows the identity of third-
     party individuals and entities whose tax returns
     were considered in conjunction with [Solers’]
     examination.” The IRS withheld the graph in full
     pursuant to Exemption 3, in conjunction with 26
     U.S.C. § 6103(a), and Exemption 5’s deliberative
     process   privilege;  it   also  maintained  that
     portions of the graph were subject to withholding
     under Exemptions 6 and 7(C).

4.   Checksheet: The IRS produced most of a “Closed
     Case Review Checksheet,” which was completed by
     Agent Sharma’s manager on March 13, 2014, making
     a   redaction  only   on  a  line    of  the   form
     identifying “related returns.”    The IRS attorney
     stated that the agency had redacted only the
     portion of the checklist “that reflects the
     identity    of  a   third   party    whose   return
     information was considered in conjunction with
     [Solers’] examination.”   The IRS maintained that
     the redaction of this third-party information was
     justified under Exemption 3, in conjunction with
     26 U.S.C. § 6103(a), as well as Exemptions 6 and
     7(C).

5.   Activity Record: The IRS also redacted a single
     entry from one page of Agent Sharma’s activity
     record. The IRS attorney stated that the deleted
     entry, from July 9, 2013, reflects that Agent
     Sharma “communicated with the IRS Office of Chief
     Counsel with respect to a specific issue in the
     examination,” explaining that “disclosure of [the
     redacted entry] would reveal an area of the exam
     for which the revenue agent sought legal advice.”
     The IRS invoked Exemption 5’s incorporation of


                           5
            the attorney-client       privilege     to     justify    the
            redaction.

      6.    Two Emails: Finally, the IRS also redacted from
            two emails “the names and contact information of
            [IRS] personnel consulted in connection with
            [Solers’] examination.”    Both emails were sent
            from the IRS Specialist Referral System to
            Revenue Agent Dennis Cohen, an agent “who worked
            on [Solers’] exam prior to Revenue Agent Sharma.”
            The first email, dated July 12, 2012, indicates
            that Agent Cohen had requested a consultation
            with a Computer Audit Specialist and a Tax
            Computation Specialist; from this email, the IRS
            redacted the names and contact information of the
            managers to whom the requests were referred. The
            second email, dated July 16, 2012, informed Agent
            Cohen that his request for a Computer Audit
            Specialist had been assigned; from this email,
            the IRS redacted the name and contact information
            of the Computer Audit Specialist who had been
            assigned to consult on the case, as well as the
            name of the manager who had made the assignment.
            The IRS maintained that its redactions of these
            emails were justified under Exemptions 6 and
            7(C).

      Before   the   hearing   on     the   parties’     cross-motions      for

summary judgment, the district court directed the IRS to submit

unredacted copies of the 10 pages at issue for in camera review.

And at the hearing, the court ruled, based on the record and its

in camera review, that the IRS’ withholdings were justified.                As

a   preliminary   matter,   the     court   ruled   that    because    it   had

“thoroughly reviewed” the records “directly,” Solers’ challenge

to the sufficiency of the IRS’ Vaughn index was no longer an

issue.     And as to the 10 withheld or redacted pages, the court

concluded:     (1) that the IRS had properly withheld four pages



                                      6
consisting of the agent’s handwritten notes, based on Exemption

5, 5 U.S.C. § 552(b)(5), because the notes “reflect the mental

processes    of   the    revenue      agent      and    [his]      thoughts   on     [the]

possible direction of the investigation”; (2) that the IRS had

properly    withheld      the       graph    and   summary         report,    based    on

Exemption 3, id. § 552(b)(3), and 26 U.S.C. § 6103(a), because

“[t]hose two documents . . . contain identifying information for

third    parties”;      and   (3)    that    the   IRS       had   properly    redacted

“identifying      information         of      other      individuals”         from    the

checksheet and the two emails, based on Exemptions 6 and 7(C), 5

U.S.C.    § 552(b)(6),        (7)(C).        The       court    accordingly     entered

judgment for the IRS.

        From the court’s judgment dated May 15, 2015, Solers filed

this appeal.


                                            II

        As a general, preliminary matter, Solers contends that the

IRS “produced generic and inadequate affidavits that provide[d]

no justification for the withholding of any document,” thereby

“disregard[ing]” the district court’s order that the IRS provide

all information required in a Vaughn index.                           It argues that

because    the    IRS    failed      to     provide      a     sufficiently    detailed

justification for withholding the documents, it “was thwarted”

in its efforts to challenge those withholdings and that this


                                             7
failure remained meaningful even after the district court’s in

camera     review   because      “the    district      court’s    ruling       from   the

bench . . . did not provide Solers with a detailed analysis and

rationale regarding its decision to sustain the [IRS’] claimed

exemption[s].”       In essence, Solers challenges the sufficiency of

the IRS’ Vaughn index.

      Solers’ argument, however, fails to appreciate the role of

a Vaughn index.          A Vaughn index is “designed to enable the

district court to rule on a privilege without having to review

the document itself” and thus functions as “a surrogate for the

production of documents for in camera review.”                         Ethyl Corp. v.

U.S. EPA, 25 F.3d 1241, 1249 (4th Cir. 1994) (emphasis added);

see also Rein, 553 F.3d at 366 (describing a proper Vaughn index

as a “substitute for in camera review”).

      In    this    case,   because       the    district      court    reviewed       the

documents     in    camera,      it     correctly      concluded       that    its    own

“thorough[]     review[]”        had    “completely      eradicated”         “any    issue

about an inadequate Vaughn Index.”                Stated otherwise, the issue

of whether the IRS provided a Vaughn index sufficient to enable

the   district      court   to    evaluate       the    IRS’   claimed        exemptions

became     irrelevant    and     moot    after    the    IRS    complied       with    the

district    court’s     order     to    produce   the    records       for    in    camera

review and the court completed its own review of the records.



                                           8
                                        III

      Turning next to the merits of Solers’ challenge to the IRS’

withholdings, FOIA requires generally that federal agencies make

their internal records available to the public upon request.

See 5 U.S.C. § 552(a)(3)(A).            The Act, however, exempts certain

categories of records from disclosure.                See id. § 552(b)(1)-(9)

(listing what are referred to as Exemptions 1 through 9).                       If an

exemption applies only to a portion of a document, FOIA requires

that “[a]ny reasonably segregable portion of a record shall be

provided . . . after deletion of the portions which are exempt.”

Id. § 552(b).

      In this case, the IRS relied on Exemptions 3, 5, 6, and

7(C) to withhold or redact the 10 pages at issue.                       We address

the IRS’ claimed exemptions in the following four categories:

(1)   the    agent’s    handwritten     notes;    (2)       the    summary    report,

graph, and checksheet; (3) the activity record; and (4) the two

emails.

                   A.    The Agent’s Handwritten Notes

      The first category consists of four pages of handwritten

notes made by Revenue Agent Arun Sharma during a conversation he

had   with   Solers’    accountant      on    April   25,    2013.      To    justify

withholding     the     notes,   the     IRS     relied       on    Exemption     5’s

incorporation of the deliberative process privilege, 5 U.S.C.

§ 552(b)(5),    maintaining      that    the    notes   “consist[]       of    [Agent

                                         9
Sharma’s]      thoughts,       impressions,       and     [indicate      the]      possible

direction of the examination.”                The IRS also took the position

that the notes “do not contain any segregable information.”

     Upholding the IRS’ position, the district court observed

that, while the notes were very difficult to read, they were

nonetheless       covered       by   the    deliberative           process        privilege

“because       they    do   represent      the     [agent’s]       thought        process,”

adding that they “reflect the mental processes of the revenue

agent    and    [his]   thoughts      on   [the]        possible    direction       of   the

investigation.”

     Solers contends that the information with which it has been

provided       about    the     notes      does     not     establish        the    notes’

“deliberative” nature, leaving unclear whether “the notes were

somehow related to the process by which any agency policy was

formulated” or “whether the notes played a role in reaching an

agency decision.”             Solers also asserts that the IRS “did not

provide    any    information        to    support       its   conclusion         that   the

documents were not segregable.”

     Exemption          5     shields       “inter-agency           or       intra-agency

memorandums or letters which would not be available by law to a

party other than an agency in litigation with the agency.”                                 5

U.S.C.     §    552(b)(5).           “Among       the     privileges      Exemption        5

encompasses      are    the    attorney-client          privilege    .   .    .    and   the

deliberative process privilege.”                  Rein, 553 F.3d at 371.                 And

                                            10
the deliberative process privilege, on which the IRS relies to

withhold       the    notes,    “rests     on      the    obvious     realization     that

officials will not communicate candidly among themselves if each

remark is a potential item of discovery and front page news.”

Dep’t of Interior v. Klamath Water Users Protective Ass’n, 532

U.S. 1, 8-9 (2001).            The privilege thus “encourages free-ranging

discussion of alternatives; prevents public confusion that might

result     from        the     premature        release         of    such     nonbinding

deliberations; and insulates against the chilling effect likely

were officials to be judged not on the basis of their final

decisions,      but     for    matters   they        considered       before   making   up

their minds.”         City of Virginia Beach v. U.S. Dep’t of Commerce,

995 F.2d 1247, 1252-53 (4th Cir. 1993) (internal quotation marks

and citation omitted).

     To    justify           application        of       the    deliberative     process

privilege, “the government must show that, in the context in

which    the    materials       [were]     used,         the   documents     [were]   both

predecisional and deliberative.”                     City of Virginia Beach, 995

F.2d at 1253 (internal quotation marks and citation omitted).

Predecisional documents are those “prepared in order to assist

an   agency          decisionmaker       in        arriving      at    his     decision,”

Renegotiation Bd. v. Grumman Aircraft Eng’g Corp., 421 U.S. 168,

184 (1975), and deliberative documents are those that “reflect[]

the give-and-take of the consultative process by revealing the

                                              11
manner     in   which     the    agency      evaluates     possible      alternative

policies or outcomes,” City of Virginia Beach, 995 F.2d at 1253

(internal quotation marks and citation omitted).                    The privilege

thus     protects     “recommendations,          draft    documents,     proposals,

suggestions, and other subjective documents which reflect the

personal opinions of the writer rather than the policy of the

agency.”        Id. (emphasis added) (internal quotation marks and

citation    omitted).           But   the   privilege     “does    not    protect      a

document which is merely peripheral to actual policy formation;

the record must bear on the formulation or exercise of policy-

oriented judgment.”        Ethyl Corp., 25 F.3d at 1248.               In addition,

“since the prospect of disclosure is less likely to make an

advisor omit or fudge raw facts than opinions, purely factual

material    does    not    fall       within     the   exemption   unless       it    is

inextricably intertwined with policymaking processes such that

revelation of the factual material would simultaneously expose

protected deliberation.”              City of Virginia Beach, 995 F.2d at

1253 (internal quotation marks and citations omitted).

       In this case, after the district court conducted its in

camera review and its review of the sworn statement of an IRS

employee, it concluded that the four pages of handwritten notes

“represent the key or salient points that that agent was writing

down” and “reflect the mental processes of the revenue agent and

[his]      thoughts       on      [the]        possible    direction       of        the

                                            12
investigation.”            The court also determined that the four pages

could be withheld in their entirety, effectively ruling that

there were no segregable portions that could be produced.

       We     conclude       that       the      district            court’s      factual       findings

regarding the content of the notes are amply supported by the

record -- which includes the IRS representative’s statement that

the four pages of notes “consist[] of [Agent Sharma’s] thoughts,

impressions,         and     [indicate            the]         possible        direction         of    the

examination” -- and therefore are not clearly erroneous.                                               See

Ethyl       Corp.,    25     F.3d   at          1246      (noting       that,      in     FOIA    cases,

“factual       conclusions          .       .    .     are      reviewed          under    a     clearly

erroneous      standard”).              Moreover,              because      the    notes       were    the

agent’s       preliminary       evaluation                of     issues      implicated          by    the

audit,       the   court      did   not          err      in    concluding         that     they      were

predecisional and deliberative, thus satisfying the criteria for

withholding them under Exemption 5.                                   See Nat’l Whistleblower

Ctr. v. Dep’t of Health & Human Servs., 849 F. Supp. 2d 13, 38

(D.D.C. 2012) (“Handwritten notes may be deliberative or part of

the     agency’s       deliberative              process          where        they     contain        the

author’s opinions, analysis, or impressions of the event he or

she describes”); Carter, Fullerton & Hayes LLC v. FTC, 520 F.

Supp. 2d 134, 144 (D.D.C. 2007) (upholding agency’s invocation

of    the    deliberative       process              privilege         to   withhold       “a    set    of

handwritten          notes     of       a       senior         FTC     employee         taken     during

                                                     13
meetings”     based       on     agency’s          description          of    the     notes       as

“representing the employee’s ‘thoughts and impressions’ of the

meeting”); Judicial Watch, Inc. v. Clinton, 880 F. Supp. 1, 13

(D.D.C.    1995)     (concluding            that    “handwritten         notes       reflecting

preliminary thoughts of agency personnel” were covered by the

deliberative process privilege).                     We also affirm the district

court’s implicit ruling that there are no segregable portions of

the notes subject to production.

            B.     The Summary Report, Graph, and Checksheet

     The other two pages withheld in full are (1) a summary

report prepared by Agent Sharma on October 16, 2013, describing

the process and results of his review of tax returns for certain

individual        third-party         taxpayers,           which        he     conducted          in

connection with the Solers’ audit; and (2) a graph prepared by

Agent   Sharma      on    July       30,     2012,    which       he    generated          from    a

database that “stores information about which individuals and

entities    are     related      to    each       taxpayer”       and    which       “shows   the

identity     of     third-party        individuals          and    entities          whose    tax

returns      were        considered          in      conjunction             with     [Solers’]

examination.”           The    IRS    also     produced       a    “Closed          Case   Review

Checksheet”       form     with       one    line     on    the        document       redacted,

explaining that it had redacted that portion of the checksheet

because it reflected “the identity of a third party whose return

information       was      considered          in    conjunction             with     [Solers’]

                                               14
examination.”            The   IRS     contends         that       its    withholdings            with

respect to these three pages are justified by Exemption 3 and 26

U.S.C. § 6103(a).

       Exemption 3 protects from disclosure information that is

“specifically       exempted         from    disclosure            by    [a]       statute”       “(i)

requir[ing] that the matters be withheld from the public in such

a    manner   as    to    leave       no    discretion         on       the    issue;      or     (ii)

establish[ing]           particular          criteria              for        withholding           or

refer[ring] to particular types of matters to be withheld.”                                          5

U.S.C.      § 552(b)(3).          And       26    U.S.C.       §    6103       “is     a    statute

contemplated by FOIA Exemption 3.”                          Tax Analysts v. IRS, 410

F.3d 715, 717 (D.C. Cir. 2005) (internal quotation marks and

citation omitted).             That statute prohibits the disclosure of

“[r]eturns and return information . . . except as authorized by

[Title      26],”   26    U.S.C.       §    6103(a),        and     it    defines          the    term

“return information” as including “a taxpayer’s identity . . .

[and] whether the taxpayer’s return was, is being, or will be

examined      or    subject      to       other       investigation           or     processing,”

although the term “does not include data in a form which cannot

be    associated         with,       or     otherwise          identify,            directly       or

indirectly, a particular taxpayer,” id. § 6103(b)(2).

       We   conclude      that,       although        the   summary           report       does    not

specifically name third-party individuals whose tax returns were

considered in conjunction with Solers’ audit, the individuals’

                                                 15
identities    could   easily    be    discerned    from    the    report      or   any

segregable    portion     of    it,    therefore        justifying     its     being

withheld.       Likewise,       because      the    graph        and   checksheet

specifically identified third-party individuals and entities, we

conclude that the IRS acted properly in withholding the graph

and redacting one line from the checksheet.

     In an effort to avoid this conclusion, Solers asserted for

the first time during oral argument that four of its employees

had authorized the IRS to release their tax return information

to Solers, pursuant to 26 U.S.C. § 6103(c), and that the IRS was

therefore not entitled to rely on Exemption 3 and § 6103(a) to

withhold records insofar as they relate to those third parties.

It is well settled, however, “that contentions not raised in the

argument section of the opening brief are abandoned.”                         United

States   v.   Al-Hamdi,   356    F.3d    564,     571    n.8   (4th    Cir.    2004)

(citing Edwards v. City of Goldsboro, 178 F.3d 231, 241 n.6 (4th

Cir. 1999)).     Moreover, the record reflects that after the IRS

noted to the district court that Solers’ employees had failed to

submit the proper authorization forms, Solers made no effort to

counter this representation.            In these circumstances, Solers’

efforts to obtain tax documents identifying third parties are

unavailing.




                                        16
                           C.   The Activity Record

      The IRS produced the relevant portions of Agent Sharma’s

activity record, a document similar to a time sheet, with a

single entry on one page redacted.               The IRS explained that the

deleted entry reflected that Agent Sharma “communicated with the

IRS Office of Chief Counsel with respect to a specific issue in

the   examination,”      adding   that     “disclosure     of   [the   redacted

entry] would reveal an area of the exam for which the revenue

agent sought legal advice.”           The IRS relied on Exemption 5’s

incorporation of the attorney-client privilege to justify this

redaction, and the district court agreed with the IRS.

      Solers contends mainly that the entry should not have been

redacted     because     “the   subject    matter    of   an    attorney-client

communication is not privileged.”

      While, as Solers contends, “the general purpose of the work

performed    [by    an   attorney]   [is]    usually      not   protected   from

disclosure     by    the    attorney-client        privilege     because    such

information     ordinarily      reveals     no   confidential     professional

communications between attorney and client,” In re Grand Jury

Subpoena, 204 F.3d 516, 520 (4th Cir. 2000) (internal quotation

marks and citation omitted), the privilege nonetheless shields

from disclosure “the specific nature of the legal advice sought

by [the client],” In re Grand Jury Subpoena, 341 F.3d 331, 335

(4th Cir. 2003); see also id. (holding that, while the fact that

                                      17
an attorney “provid[ed] advice regarding an immigration matter”

would   not      be     privileged,            a    question          “specifically     ask[ing]

whether     [the        client]          consulted             with     Counsel     about       the

preparation        of       [a      particular             immigration         form]”      sought

information        protected             by        the     attorney-client         privilege).

Accordingly,       we       conclude          that       the    attorney-client         privilege

justifies the IRS’ limited redaction of the activity report so

as to keep confidential the specific issues on which Revenue

Agent Sharma sought legal advice while working on the audit.

                                    D.    The Two Emails

     Finally,         the    IRS    made       redactions         to     two   emails    that   it

produced,     withholding           the        names       and    contact      information      of

certain    IRS    personnel         who        were      consulted       in    connection    with

Solers’    audit.           The    IRS    maintained            that    the    redactions    were

justified under Exemptions 6 and 7(C), and the district court

agreed.

     Exemption         6    specifies         that       FOIA’s       disclosure   requirement

does not apply to “personnel and medical files and similar files

the disclosure of which would constitute a clearly unwarranted

invasion    of    personal          privacy.”             5     U.S.C.    § 552(b)(6).          The

Supreme Court has instructed that the phrase “similar files,” as

used in Exemption 6, should be given “a broad, rather than a

narrow,     meaning,”             explaining             that     “[w]hen       disclosure      of

information which applies to a particular individual is sought

                                                    18
from Government records, courts must determine whether release

of   the    information     would    constitute        a     clearly   unwarranted

invasion of that person’s privacy.”                   U.S. Dep’t of State v.

Washington Post Co., 456 U.S. 595, 600, 602 (1982).                              And to

determine    whether   an    invasion         of   privacy    would    be       “clearly

unwarranted,” courts employ a balancing test that weighs the

individual’s privacy interests against the public interest in

disclosure.     The public interest is served to “the extent to

which disclosure of the information sought would ‘she[d] light

on an agency’s performance of its statutory duties’ or otherwise

let citizens know ‘what their government is up to.’”                    U.S. Dep’t

of Defense v. Fed. Labor Relations Auth., 510 U.S. 487, 497

(1994) (alteration in original) (quoting Dep’t of Justice v.

Reporters Comm. for Freedom of Press, 489 U.S. 749, 773 (1989)).

     A similar analysis applies with respect to the application

of Exemption 7(C), which allows agencies to withhold “records or

information compiled for law enforcement purposes, but only to

the extent that the production of such law enforcement records

or information . . . could reasonably be expected to constitute

an   unwarranted    invasion        of   personal      privacy.”            5    U.S.C.

§ 552(b)(7)(C).

     In this case, Solers does not dispute that the redacted

information was contained in “personnel and medical files and

similar files,” within the meaning of Exemption 6, or that the

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redacted          information         was     “compiled        for        law     enforcement

purposes,” within the meaning of Exemption 7(C).                                  Rather, it

contends that the district court did not adequately consider

whether    the      release      of    the    names    and    contact       information     of

these IRS employees would constitute “even a general invasion of

privacy” and that it failed to “weigh Solers’ right to review

its tax documents against the asserted privacy interests.”

     We conclude, however, that the district court struck the

right balance in permitting these email redactions.                               On the one

side of the scale, IRS employees, as well as other government

employees, “have a substantial interest in the nondisclosure of

their     identities          and       their        connection           with     particular

investigations because of the potential for future harassment,

annoyance, or embarrassment.”                  Neely v. FBI, 208 F.3d 461, 464-

65 (4th Cir. 2000); see also Judicial Watch, Inc. v. United

States,      84    F.    App’x    335,       339    (4th    Cir.    2004)       (unpublished)

(concluding that “the privacy interest protected by Exemption 6

encompasse[s] . . . the names of federal employees,” including

“lower-level I.R.S. employees”).                     But, on the other side of the

scale   in    this       case,    the       record    contains       no    indication      that

disclosing         the   names        and    contact       information      of     these   IRS

employees would serve the public interest.                           See Neely, 208 F.3d

at 464 (recognizing that the public interest in the names of

government         employees      alone       “would       appear    to    be    negligible”

                                               20
absent      a   “compelling       allegation         of   agency   corruption     or

illegality”).         Accordingly, we conclude that the district court

did   not   err   in    holding    that   the    IRS      employees’   interest   in

maintaining the privacy of their names and contact information

outweighed      the    public     interest      in    the    disclosure   of    this

information.

      The judgment of the district court is accordingly

                                                                          AFFIRMED.




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