Elections Under Section 338 for

Corporations Making Qualified Stock Purchases

Form 8023

OMB No. 1545-1428 (Rev. October 2002)

Department of the Treasury

Internal Revenue Service  See separate instructions.

Section A-1—Purchasing Corporation

1a Name and address of purchasing corporation 1b Employer identification number

1c Tax year ending 1d State or country of incorporation

Section B—Target Corporation

3a Name and address of target corporation 3b Employer identification number

3c Tax year ending 3d State or country of incorporation

Section C—Common Parent of Selling Consolidated Group, Selling Affiliate, S Corporation Shareholder,

or U.S. Shareholder

(Complete only for a section 338(h)(10) election or if target was a member of a consolidated group or a

controlled foreign corporation (CFC) (or had been a CFC within the preceding five years).)

Name and address of common parent of the selling consolidated group, 4b Identifying number(s)

selling affiliate, U.S. shareholder(s) of foreign target corporation, or

S corporation shareholder(s)

4a

4c Tax year ending

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 49972Z Form 8023 (Rev. 10-2002)

Section A-2—Common Parent of the Purchasing Corporation

2a Name and address of common parent of purchasing corporation 2b Employer identification number

2c Tax year ending 2d State or country of incorporation

Section D—General Information

5a Acquisition date

(i)

What percentage of target corporation stock was purchased:

During the 12-month acquisition period? %

(ii) On the acquisition date? %

5b
Section E—Elections Under Section 338

Signature of authorized person for purchasing corporation(s) Date Title

Signature of authorized person for the common parent or selling Date Title

affiliate









Check here to make a section 338(h)(10) election for the target corporation listed in Section B on page 1 

Check here to make a section 338 election (other than a section 338(h)(10) election) for the target corporation listed in Section B on

page 1 

If the box on line 7 is checked for the target corporation listed in Section B on page 1, check here to make a gain recognition election

for that corporation (see instructions) 

Check here if this form is filed to make a section 338 election for any target corporation in addition to the one listed in Section B on

page 1 

Under penalties of perjury, I state and declare that I am authorized to make the election(s) on lines 6, 7, 8, and 9 on behalf of the purchasing corporation(s).

Under penalties of perjury, I state and declare that I am authorized to make the section 338(h)(10) election on line 6 on behalf of the common parent of the selling

consolidated group or on behalf of the selling affiliate.

6

7

8

9

Form 8023 (Rev. 10-2002) Page 2

 Date

Under penalties of perjury, I state and declare that I am a shareholder of the S corporation target or that I am authorized to make the section 338(h)(10) election on

line 6 on behalf of that shareholder. If more than one shareholder, attach a schedule with other signatures.

Purchasing Corporation(s) Signature(s)

Consolidated Selling Group or Selling Affiliate Signature (Section 338(h)(10) Election)

S Corporation Shareholder(s) Signature(s) (Section 338(h)(10) Election)

Signature of S corporation shareholder  Title

Form 8023 (Rev. 10-2002)