internal_revenue_service number release date index number ----------------------- ------------------------------ -------------------------- --------------------------------- ------------------------------------- department of the treasury washington dc third party communication none date of communication not applicable_person to contact ------------------------------ id no ------------ ----------------- telephone number ---------------------- refer reply to cc corp plr-129639-13 date july legend parent -------------------------------- -------------------------------------------------------------------- ---------------------------------------------------------------- sub -------------------------------------------------------------------- ------------------------------------------------------------ ----------------------------------- sub -------------------------------------------------------------------- ------------------------------------------------------------ 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--------------------------------------------------------- fsub ---------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------ ----------------------------------- fsub ----------------------------------------------------------------------------------------------------------- ------------------------------------------------- ------------------------------------------ country a country b country c country d state a stockholder stockholder stockholder regulators -------- ----------------------------- ------------------ ----------------------- -------------- ---------------------------------- ------------------------------ -------------------- ---------------------------------------------------- plr-129639-13 business a business b business c business d segment segment date date date date date date date date date date date date 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--------------------------------------------------------------------------------- --------------------------------------------------------------------------------- ------------------------------------------------------------------ ---------------------------------------------- --------------- ------------ ------------ ------------ ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- plr-129639-13 date date date date date date date date date date --------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- ------------ ongoing agreements --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- ------------------------------------------------------ a b c d e f ---- ------ ---- -------- -------- --------------- plr-129639-13 g h i j k l ---------------- ---------------------------------- -- ---- -- -- dear -------------------- this letter responds to your date request for rulings regarding certain u s federal_income_tax consequences of certain proposed transactions the information provided in that request and in later correspondence is summarized below the rulings contained in this letter are based upon information and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party this office has not verified any of the materials submitted in support of the request for rulings verification of the information representations and other data may be required as part of the audit process in particular this office has not reviewed any information pertaining to and has made no determination regarding whether any of the distributions defined as the external distribution and distribution sec_1 through which occurred as part of the proposed transactions described below for which qualification under sec_355 or sec_368 of the internal_revenue_code the code is sought i satisfied the business_purpose requirement of sec_1_355-2 ii was used principally as a device for the distribution of the earnings_and_profits of the distributing_corporation or the controlled_corporation or both see sec_355 and sec_1_355-2 and iii was part of a plan or series of related transactions pursuant to which one or more persons did or will acquire directly or indirectly stock representing a 50-percent_or_greater_interest in any distributing_corporation or any controlled_corporation see sec_355 and sec_1_355-7 facts parent a state a corporation with one class of common_stock parent common_stock which is widely-held and publicly traded is the common parent of a group of corporations that files a consolidated u s federal_income_tax return using the accrual_method of accounting the parent consolidated_group parent operates business a which comprises segment and segment business b business c and business plr-129639-13 d in the united_states and worldwide through its u s and non-u s affiliates the parent group based on public filings with regulators parent believes that only stockholder stockholder and stockholder owning a b and c of parent common_stock respectively owns more than percent of its stock stockholder stockholder and stockholder and the other stockholders of parent common_stock excluding parent restricted stockholders as defined below are referred to as the parent stockholders certain employees of the parent hold parent common_stock subject_to vesting issued to them in_connection_with_the_performance_of_services the parent restricted stockholders for purposes of this letter the term restricted_stock means stock granted to employees subject_to vesting unless otherwise indicated all entities are organized in the united_states and for u s federal_income_tax purposes are characterized as a corporation and use the accrual_method of accounting prior to the proposed transactions described below parent owned all the outstanding_stock of sub and sub sub owned all the outstanding interests in fsub a country a corporation and sub owned all the outstanding_stock of sub sub owned all the outstanding_stock of sub which in turn owned all the outstanding_stock of sub sub sub and sub sub owned all the outstanding interests in fsub a country b corporation sub owned all the outstanding_stock of sub sub and sub sub owned all the outstanding_stock of sub sub owned d and sub owned e of sub sub owned all the outstanding interest in fsub a country c_corporation fsub owned all the outstanding interest in fsub a country c_corporation and fsub a country d entity that is treated for u s federal_income_tax purposes as an entity disregarded as separate from its owner the proposed transactions described below separated segment from segment business b business c and business d a to allow management of each of parent and sub to focus on its core business or businesses without distraction b to enhance and align the equity-based compensation programs of parent and sub with performance related solely to its business or businesses c to provide parent and sub with a more attractive equity currency for acquisitions and d to achieve other corporate purposes attributable to a higher aggregate equity value for parent and sub than for parent if the external distribution did not occur collectively the corporate business purposes proposed transaction to achieve the corporate business purposes described above the parent group has proposed and undertaken the following transactions the proposed transactions on date parent formed sub under the laws of state a plr-129639-13 on date sub formed sub a limited_liability_company formed under the laws of state a effective date sub elected under sec_301_7701-3 to be treated as a corporation for u s federal_income_tax purposes on date sub formed sub under the laws of state a on date sub formed sub under the laws of state a on date fsub formed fsub under the laws of country c on date sub distributed all of the stock of fsub to sub distribution an election was made under sec_301_7701-3 to treat fsub as an entity disregarded as separate from its sole owner for u s federal_income_tax purposes as of date fsub election on date sub contributed its segment product line to sub on date sub distributed all of the membership interests of sub to contribution a sub distribution on date immediately following distribution sub distributed all of the membership interests of sub to sub distribution on date immediately following distribution sub distributed all of the membership interests of sub to sub distribution on date immediately following distribution sub distributed all of the membership interests of sub to parent distribution on date parent contributed all of the membership interests of sub to sub contribution b sub elected under sec_301_7701-3 to be treated as an entity disregarded as separate from its owner for u s federal_income_tax purposes effective date at least one day after date sub election and collectively with contribution b the sub restructuring on date sub sold all of the stock of fsub to fsub for dollar_figuref cash consideration an amount equal to the fair_market_value of the transferred stock the fsub sale effective date which is at least one day after date fsub elected under sec_301_7701-3 to be treated as an entity disregarded as separate from its owner plr-129639-13 for u s federal_income_tax purposes the fsub election and collectively with the fsub sale the fsub restructuring on date fsub contributed all of the stock of fsub fsub and fsub to fsub in exchange for fsub 7's equity_interest and the assumption by fsub of certain fsub liabilities contribution c on date fsub distributed all of the stock of fsub to sub distribution on date sub distributed a portion of the stock of fsub to sub solely in exchange for all the sub stock held by sub and the remaining fsub stock to sub distribution on date sub distributed all of the stock of sub and sub to sub distribution and distribution respectively on date sub distributed all of the stock of sub sub and sub to sub distribution distribution and distribution respectively on date immediately following distributions and sub distributed all of the stock of sub sub and sub to sub distribution distribution and distribution respectively on date sub contributed all of the stock of sub to sub contribution d on date sub converted under the laws of state a to become a limited_liability_company the sub conversion and collectively with contribution d the sub restructuring on date sub contributed all of the stock it held of fsub sub sub and sub to sub contribution e on date sub distributed all of the stock of sub to parent distribution on date following distribution parent contributed all the stock of sub to sub the external contribution on date in connection with the external contribution sub borrowed dollar_figureg on its own account under credit facilities with unrelated financial institutions the sub external borrowing on date following the sub external borrowing sub distributed the proceeds from the sub external borrowing to parent the special distribution who plr-129639-13 will use the proceeds to a repurchase outstanding parent common_stock and or b to repay parent debt owed to unrelated third parties no later than within_12_months following the external distribution as defined below and pursuant to the plan_of_reorganization on date in connection with the external contribution following the distribution of the special distribution sub recapitalized issuing h additional shares of sub common_stock to parent in order to facilitate the external distribution as defined below following step at the close of business of date parent distributed pro_rata all of the non-restricted stock of sub to the parent stockholders the external distribution parent did not issue any fractional shares of sub in the external distribution instead the distribution agent aggregated and sold on the open market all fractional shares and distributed the proceeds to those shareholders otherwise entitled to fractional shares parent will not retain any sub stock following the external distribution in addition to the proposed transactions the parent group also undertook additional restructuring steps prior to the external distribution which are not the subject of this ruling_request to achieve the corporate business purposes the other transactions from the signing of the distribution agreement defined below until the closing of the proposed transactions parent did not declare or pay any dividend or other distribution in respect of its capital stock or otherwise make any payments to its shareholders other than dividends_paid in the regular course in connection with the external contribution and external distribution parent and sub or their respective subsidiaries will have certain continuing relationships that have been formalized in agreements between them continuing relationships the continuing relationships can be categorized into separation agreements transitional agreements and ongoing agreements the separation agreements were i a distribution agreement which provided the key terms for separating segment from business a ii a tax_matters_agreement which governs the rights responsibilities and obligations of parent and sub and their respective subsidiaries regarding tax matters arising subsequent to the external distribution and iii an employee matters agreement which contains indemnification provisions relating to the allocation of responsibilities with respect to employees in the proposed transactions the indemnification provisions of these agreements are referred to as the contingent_liability arrangements upon the later of the expiration of the separation agreements and the receipt of the final payment due under the contingent_liability arrangements by parent or sub parent and sub shall determine whether there was a net contribution as defined below or a net excess as defined below a net contribution exists if taking into account all transfers of cash from plr-129639-13 parent to sub or sub to parent pursuant to the contingent_liability arrangements the total cash that parent received from sub for such items is less than the total cash that parent transferred to sub pursuant to such items a net excess exists if taking into account all transfers of cash from parent to sub or sub to parent pursuant to the contingent_liability arrangements the total cash that parent received from sub for such items exceeds the total cash that parent transferred to sub pursuant to such items in the event of a net excess parent will either a distribute the net excess to its shareholders pro_rata or b repay parent debt owed to unrelated third parties no later than within_12_months following the determination of a net excess and pursuant to the plan_of_reorganization the transitional agreements involve obligations arising after the external distribution that relate to transitional and administrative support services that parent and its subsidiaries will provide to sub and its subsidiaries or vice versa for an interim period not to exceed i years while sub establishes its own administrative support and corporate service arrangements payments made pursuant to the transitional agreements and the ongoing agreements will be on an arm’s length basis after the external distribution parent and sub have operated as independent companies with separate boards of directors parent had j members on its board and sub 1’s board had k members initially l members of the parent’s board that are not officers of either parent or sub will also serve on the sub 1’s board to provide a sense of management and business continuity to reassure the financial markets and investors all members of the sub board will be required to stand for election in the normal course following the external distribution representations the following representations have been made with respect to the proposed transactions 1a with respect to any existing gain_recognition_agreement gra previously entered into by parent as parent of the parent consolidated_group in connection with a prior transfer of stock_or_securities or any gra to be entered into in connection with the proposed transactions parent will in accordance with sec_1 a - k and a -8 c enter into a new gra i identifying all triggering events and exceptions thereto resulting from the proposed transactions ii designating a successor transferor_corporation transferee corporation and or transferred corporation as applicable and iii complying with all other requirements for gras under sec_1 a - additionally parent will comply with the notification requirements of sec_1_367_a_-8 with respect to any such gra 1b the steps of the proposed transactions for which rulings have not been requested and the other transactions will not affect the u s federal_income_tax consequences of the steps of the proposed transactions that are being ruled upon plr-129639-13 distribution the following representations have been made regarding distribution 2a any indebtedness owed by fsub to sub after distribution did not constitute stock_or_securities 2b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 2c the distribution of the fsub stock to sub in distribution was with respect to sub 5’s ownership of its sub stock 2d the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 2e the five years of financial information submitted on behalf of fsub with respect to segment is representative of the operations of fsub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 2f neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 2g neither segment conducted by fsub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 2h other than due to fsub election following distribution sub and fsub each has continued and each will continue the active_conduct of segment independently and with its own separate employees 2i distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 2j distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or fsub or both plr-129639-13 2k for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 2l for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of fsub stock entitled to vote or or more of the total value of shares of all classes of fsub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 2m no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and fsub at the time of or after distribution other than obligations arising in the ordinary course of business 2n immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d 2o payments made in connection with all continuing transactions if any between sub and fsub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 2p distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or fsub including any predecessor or successor of sub or fsub 2q immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor fsub was a disqualified_investment_corporation within the meaning of sec_355 2r 2s 2t distribution plr-129639-13 each of the parties to distribution paid its own expenses if any incurred in connection with distribution the notice requirements of sec_1_367_b_-1 will be met with respect to fsub was a controlled_foreign_corporation within the meaning of sec_957 immediately before and after distribution 2u sub was a sec_1248 shareholder as defined in sec_1_1248_f_-1 with respect to fsub immediately after distribution sec_1_1248_f_-2 2v distribution was an existing stock_distribution as defined in sec_1 f - b to which sub and sub will elect to apply the provisions of sec_1_1248_f_-2 in accordance with sec_1_1248_f_-2 2w sub and sub will file the statement required under sec_1 f - b i and will enter into the written_agreement required under sec_1_1248_f_-2 with respect to distribution 2x immediately after distribution sub for purposes of sec_1248 and in accordance with sec_1_1248_f_-2 adjusted its holding_period in each share of stock of fsub received in distribution such that sub 5's holding_period in each share is equal to sub 6's holding_period in the share at the time of distribution sub in accordance with sec_1_1248_f_-2 reduced its sec_358 basis as defined in sec_1_1248_f_-1 in each share of stock of fsub received in distribution to the extent that sub 6's sec_1248 amount as defined in sec_1_1248_f_-1 with respect to the share exceeds sub 5's post-distribution amount as defined in sec_1_1248_f_-1 with respect to the share fsub was not a passive_foreign_investment_company within the meaning of sec_1297 immediately before or after distribution fsub did not hold any united_states real_property interests as defined in sec_897 immediately before or after distribution 2y 2z the following representations have been made regarding fsub election fsub election 3a sub on the day before the effective date of the fsub election was the owner of percent of the single outstanding class of fsub stock and fsub had no and will have no outstanding warrants options convertible securities or other obligations that may be classified as equity for u s federal_income_tax purposes plr-129639-13 3b no shares of fsub have been redeemed during the three years preceding the date of the fsub election and any intercompany gain previously realized with respect to the stock of fsub or with respect to an asset to which fsub stock is a successor asset within the meaning of sec_1_1502-13 and not previously taken into account was taken into account immediately before the fsub election 3c 3d 3e all distributions deemed to occur from fsub to sub pursuant to the fsub election occurred on the effective date of the fsub election all distributions deemed to occur from fsub to sub pursuant to the fsub election were with respect to its ownership of fsub stock on the effective date of fsub election fsub ceased to be a going concern ceased to conduct any activities as a corporation and did not retain any assets for u s federal_income_tax purposes 3f fsub did not acquire assets in any nontaxable_transaction at any time except for acquisitions occurring more than three years prior to the effective time of the fsub election 3g no assets of fsub had been or will be disposed of by fsub or sub except for dispositions in the ordinary course of business and dispositions occurring more than three years prior to the effective time of the fsub election 3h the deemed liquidation of fsub was not preceded by or followed by the reincorporation in or transfer or sale to a recipient corporation recipient of any of the businesses or assets of fsub if persons holding directly or indirectly more than percent in value of the fsub stock also hold directly or indirectly more than percent in value of the stock in recipient for purposes of this representation ownership will be determined by application of the constructive_ownership rule_of sec_318 as modified by sec_304 3i prior to the effective time of the fsub election no assets of fsub had been distributed in_kind transferred or sold to sub except for i transactions occurring in the normal course of business and ii transactions occurring more than three years prior to the date of the fsub election 3j there was no plan or intention and continues to be no plan or intention to undertake any_action eg an election to be treated as an association_taxable_as_a_corporation for u s federal_income_tax purposes under sec_301_7701-3 etc and no other circumstances will exist following the fsub election that will prevent fsub from being disregarded as an entity separate from sub for u s federal_income_tax purposes under sec_301_7701-2 and sec_301_7701-3 plr-129639-13 3k the fair_market_value of the assets of fsub exceeded its liabilities immediately prior to the time the fsub election was effective 3l the aggregate fair_market_value of the assets of fsub exceeded the aggregate tax basis on its assets immediately prior to the time the fsub election was effective 3m there is no intercorporate debt existing between sub and fsub and none has been cancelled forgiven or discounted except for transactions that occurred more than three years prior to the effective time of the fsub election 3n 3o sub was not and continues to not be an organization that is exempt from u s federal_income_tax under sec_501 or another provision of the code all other transactions undertaken contemporaneously with in anticipation of in conjunction with or in any way related to the fsub election have been fully disclosed 3p fsub was an eligible_entity within the meaning of sec_301_7701-3 no prior election under sec_301_7701-3 to change the classification of fsub excluding any election made on the formation of fsub was made within the sixty-month period preceding the effective date of the fsub election 3q fsub did not adopt a formal plan_of_liquidation that contemplates the election to be classified as disregarded as an entity separate from its owner within the meaning of sec_301_7701-3 other than the actual filing of the fsub election 3r with respect to the fsub election i the notice requirements of sec_1_367_b_-1 will be met ii fsub did not distribute any u s real_property interests as defined in sec_1_897-1 and iii sub includes in income as a deemed_dividend the all_earnings_and_profits_amount with respect to its stock of fsub in accordance with sec_1 b - b 3s the all_earnings_and_profits_amount as defined in sec_1_367_b_-2 and the sec_1248 amount as defined in sec_1_367_b_-2 with respect to the stock of fsub are equal to one another contribution a and distribution the following representations have been made regarding contribution a and distribution 4a no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub plr-129639-13 4b 4c the distribution of sub membership interests to sub in distribution was with respect to its ownership of sub stock any money property or stock contributed by sub to sub in contribution a was exchanged solely for membership interests or securities in sub 4d the five years of financial information submitted on behalf of sub with respect to segment is representative of the operation of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 4e the five years of financial information submitted on behalf of sub with respect to segment is representative of the operation of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 4f neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 4g neither segment conducted by sub following contribution a nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 4h following distribution sub and sub each has continued and each will continue the active_conduct of segment and segment respectively independently and with its own separate employees 4i distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 4j distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 4k the total adjusted_basis and the fair_market_value of the assets transferred to sub in contribution a exceeded the sum of i the total liabilities assumed within the meaning of sec_357 if any by sub ii the amount of any liabilities if any owed to sub by sub that are discharged or extinguished in connection with the exchange and iii the total amount of any money and the fair_market_value of any other_property within the meaning of sec_361 if any received by sub in connection with the exchange the fair_market_value of the assets of sub exceeded the amount of its liabilities immediately after contribution a plr-129639-13 4l the liabilities if any assumed within the meaning of sec_357 by sub in contribution a were incurred in the ordinary course of business and were associated with the assets transferred to sub in contribution a 4m no property was transferred by sub to sub for which an investment_credit allowed under sec_46 has been or will be claimed 4n the aggregate fair_market_value of the assets transferred to sub in contribution a equaled or exceeded the aggregate adjusted_basis of these assets 4o for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 4p for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub membership interests entitled to vote or or more of the total value of shares of all classes of sub membership interests that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 4q no intercorporate debt existed between sub and sub at the time of or after distribution 4r 4s no two parties to the transaction are investment companies as defined in sec_368 and iv immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub membership interests 4t payments made in connection with all continuing transactions if any between sub and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length plr-129639-13 4u distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 4v immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 4w each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 5a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 5b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 5c 5d the distribution of sub membership interests to sub in distribution was with respect to its ownership of sub stock sub treated all members of its respective separate_affiliated_group sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 5e the five years of financial information submitted on behalf of the sub sag with respect to business d is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 5f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted plr-129639-13 5g neither business d conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 5h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 5i following distribution the sub sag has continued and will continue the active_conduct of business d independently and with its own separate employees 5j following distribution sub has continued and will continue the active_conduct of segment independently and with its own separate employees 5k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 5l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 5m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 5n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub membership interests entitled to vote or or more of the total value of shares of all classes of sub membership interests that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 5o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business plr-129639-13 5p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub membership interests 5q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 5r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 5s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 5t each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 6a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 6b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 6c 6d the distribution of sub membership interests to sub in distribution was with respect to its ownership of sub stock sub treated all members of its sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business plr-129639-13 6e the five years of financial information submitted on behalf of the sub sag with respect to business c is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 6f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 6g neither business c conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 6h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 6i following the distribution the sub sag has continued and will continue the active_conduct of business c independently and with its own separate employees 6j following the distribution sub has continued and will continue the active_conduct of segment independently and with its own separate employees 6k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 6l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 6m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 6n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub membership interests entitled to vote or or more of the total value of shares of all classes of sub membership interests that was either i acquired by purchase as defined in sec_355 and plr-129639-13 during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 6o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 6p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub membership interests 6q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 6r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 6s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 6t each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 7a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities plr-129639-13 7b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 7c 7d the distribution of sub membership interests to parent in distribution was with respect to its ownership of sub stock sub treated all members of its sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 7e the five years of financial information submitted on behalf of the sub sag with respect to business c is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 7f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 7g neither business c conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 7h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 7i following distribution the sub sag has continued and will continue the active_conduct of business c independently and with its own separate employees 7j following distribution sub has continued and will continue the active_conduct of segment independently and with its own separate employees 7k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 7l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 7m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the plr-129639-13 total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 7n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub membership interests entitled to vote or or more of the total value of shares of all classes of sub membership interests that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 7o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 7p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub membership interests 7q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 7r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 7s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 7t each of the parties to distribution paid its own expenses if any incurred in connection with distribution plr-129639-13 sub restructuring the following representations have been made regarding sub restructuring 8a immediately prior to contribution b sub had no assets or liabilities 8b the fair_market_value of the sub stock received by parent was approximately equal to the fair_market_value of the sub membership interests surrendered in exchange therefor 8c immediately following consummation of the sub restructuring parent owned all of the outstanding sub stock and owned such stock solely by reason of its ownership of sub membership interests immediately prior to the sub restructuring 8d immediately following consummation of the sub restructuring and prior to the external contribution sub possessed the same assets and liabilities as those possessed by sub immediately prior to the sub restructuring other than any cash used to pay expenses_incurred in connection with the sub restructuring and assets distributed to sub 8e sub has not issued nor has any plan or intention to issue additional shares of its stock following the sub restructuring except in connection with the proposed transactions 8f assets distributed to shareholders who receive cash or other_property assets used to pay expenses and all redemptions and distributions except for regular normal dividends made by sub if any immediately preceding the sub restructuring in the aggregate constituted less than of the net assets of sub there were no dissenting shareholders 8g at the time of the sub restructuring sub did not have outstanding any warrants options convertible securities or any other type of right pursuant to which any person could acquire stock in sub 8h except in connection with the proposed transactions sub has not reacquired nor has a plan or intention to reacquire any of the sub stock issued in the sub restructuring 8i the liabilities of sub assumed or treated as assumed within the meaning of sec_357 by sub plus the liabilities if any to which the transferred assets were subject were incurred by sub in the ordinary course of its business and were associated with the assets transferred 8j parent paid its respective expenses if any incurred in connection with the sub restructuring plr-129639-13 8k sub was not under the jurisdiction of a court in a title_11_or_similar_case within the meaning of sec_368 8l sub was an eligible_entity within the meaning of sec_301_7701-3 no prior election under sec_301_7701-3 to change the classification of sub excluding any election made on the formation of sub was made within the sixty-month period preceding the effective date of the sub election 8m date sub was an eligible_entity within the meaning of sec_301_7701-3 on 8n there was no plan or intention and continues to be no plan or intention to undertake any_action eg an election to be treated as an association_taxable_as_a_corporation for u s federal_income_tax purposes under sec_301_7701-3 etc and no other circumstances will exist following the sub election that will prevent sub from being disregarded as an entity separate from sub for u s federal_income_tax purposes under sec_301_7701-2 and sec_301_7701-3 8o sub did not adopt a formal plan_of_liquidation that contemplates the election to be classified as disregarded as an entity separate from its owner within the meaning of sec_301_7701-3 prior to date if at all the following representations have been made regarding fsub restructuring fsub restructuring immediately prior to the fsub sale sub 2’s basis in the fsub stock surrendered in the exchange was greater than its fair_market_value the cash consideration was equal to the fair_market_value of the fsub stock surrendered in the exchange 9c other than as provided by operation of sec_1_368-2 with respect to the nominal share deemed issued there was and continues to be no plan or intention by sub to sell exchange or otherwise dispose_of shares of fsub stock deemed received in the fsub reorganization defined below all of the proprietary interest in fsub was preserved within the meaning of sec_1_368-1 there was and continues to be no plan or intention by sub to sell exchange or otherwise dispose_of any interests in fsub 9f fsub acquired at least of the fair_market_value of the net assets and at least of the fair_market_value of the gross assets held by fsub immediately prior to the fsub restructuring for purposes of this representation 9a 9b 9d 9e plr-129639-13 amounts used by fsub to pay its expenses_incurred in connection with the fsub restructuring if any and all redemptions and distributions except for regular normal dividends made by fsub immediately preceding the fsub restructuring were included as assets of fsub held immediately prior to the fsub restructuring 9g 9h 9i 9j the cash consideration was solely with respect to the fsub stock sub sold to fsub sub used the cash consideration in its internal operations as the holding_company of subsidiaries conducting business b business c and business d after the fsub restructuring sub was in control of fsub within the meaning of sec_368 neither fsub nor any person related to fsub within the meaning of sec_1 e had or has any plan or intention to reacquire any stock of fsub deemed issued in the fsub reorganization 9k fsub has no plan or intention to sell or otherwise dispose_of any of the assets of fsub acquired in the fsub restructuring except for dispositions made in the ordinary course of business 9l the liabilities if any assumed as determined under sec_357 by fsub were incurred in the ordinary course of its business and were associated with the assets transferred to fsub in the fsub restructuring 9m following the fsub restructuring fsub has either continued and will continue the historic_business of fsub or has used and will continue to use a significant portion of fsub 1’s historic_business_assets in a business 9n at the time of the fsub restructuring fsub did not have outstanding any warrants options convertible securities or any other type of right pursuant to which any person could acquire stock in fsub that if exercised or converted would affect sub 2’s acquisition or retention of control of fsub as defined in sec_368 9o each of the parties to the fsub restructuring paid their respective expenses if any incurred in connection with the fsub restructuring 9p no intercorporate debt existed between fsub or any entity controlled directly or indirectly by fsub and its subsidiaries and fsub at the time of or after the fsub restructuring 9q no two parties to the fsub restructuring are investment companies as defined in sec_368 and iv plr-129639-13 9r the total adjusted_basis and the fair_market_value of the assets transferred to fsub in the fsub restructuring exceeded the sum of i the total liabilities assumed within the meaning of sec_357 if any by fsub and ii the amount of any liabilities if any owed to fsub by sub that are discharged or extinguished in connection with the exchange the fair_market_value of the assets of fsub will exceed the amount of its liabilities immediately after the fsub restructuring 9s fsub was not under the jurisdiction of a court in a title_11_or_similar_case within the meaning of sec_368 9t fsub was an eligible_entity within the meaning of sec_301_7701-3 no prior election under sec_301_7701-3 to change the classification of fsub excluding any election made on the formation of fsub was made within the sixty-month period preceding the effective date of the fsub election 9u there was no plan or intention and continues to be no plan or intention to undertake any_action eg an election to be treated as an association_taxable_as_a_corporation for u s federal_income_tax purposes under sec_301_7701-3 etc and no other circumstances will exist following the fsub election that will prevent fsub from being disregarded as an entity separate from fsub for u s federal_income_tax purposes under sec_301_7701-2 and sec_301_7701-3 9v with respect to the fsub restructuring i the notice requirements of sec_1_367_b_-1 will be met and ii fsub did not distribute any u s real_property interests as defined in sec_1_897-1 contribution c and distribution the following representations have been made regarding contribution c and distribution 10a no part of the consideration distributed by fsub in distribution was received by sub as a creditor employee or in any capacity other than that of a shareholder of fsub 10b the distribution of fsub stock to sub in distribution was with respect to its ownership of fsub stock 10c any money property or stock contributed by fsub to fsub in contribution c was exchanged solely for stock_or_securities in fsub and the assumption of certain fsub liabilities 10d fsub and fsub will each treat all members of their respective sag as defined in sec_355 as one corporation in determining whether its plr-129639-13 meeting the requirement of sec_355 regarding the active_conduct_of_a_trade_or_business 10e the five years of financial information submitted on behalf of the fsub sag with respect to business d is representative of the operation of the fsub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 10f the five years of financial information submitted on behalf of the fsub sag with respect to segment is representative of the operation of the fsub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 10g neither business d conducted by the fsub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 10h neither segment conducted by the fsub sag following contribution c nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part excluding in each case acquisitions that constitute expansions as contemplated by sec_1_355-3 of segment 10i following distribution the fsub sag has continued and will continue the active_conduct of business d independently and with its own separate employees 10j following distribution the fsub sag has continued and will continue the active_conduct of segment independently and with its own separate employees 10k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 10l distribution was not used principally as a device for the distribution of the earnings_and_profits of fsub or fsub or both 10m the total adjusted_basis and the fair_market_value of the assets transferred to fsub in contribution c exceeded the sum of i the total liabilities assumed within the meaning of sec_357 if any by fsub ii the amount of any liabilities if any owed to fsub by fsub that are discharged or extinguished in connection with the exchange and iii the total amount of any money and the fair_market_value of any other_property within the meaning of sec_361 if any received by fsub in plr-129639-13 connection with the exchange the fair_market_value of the assets of fsub will exceed the amount of its liabilities immediately after contribution c 10n the liabilities if any assumed within the meaning of sec_357 by fsub in contribution c were incurred in the ordinary course of business and were associated with the assets transferred to fsub in contribution c 10o no property was transferred by fsub to fsub for which an investment_credit allowed under sec_46 has been or will be claimed 10p the aggregate fair_market_value of the assets transferred to fsub in contribution c equaled or exceeded the aggregate adjusted_basis of these assets 10q for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of fsub stock entitled to vote or or more of the total value of shares of all classes of fsub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 10r for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of fsub stock entitled to vote or or more of the total value of shares of all classes of fsub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on fsub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 10s no intercorporate debt existed between fsub and fsub at the time of or after distribution 10t no two parties to the transaction are investment companies as defined in sec_368 and iv 10u immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d 10v payments made in connection with all continuing transactions if any between fsub and its subsidiaries and fsub and its subsidiaries will be for fair plr-129639-13 market_value based on terms and conditions arrived at by the parties bargaining at arm's length 10w distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in fsub or fsub including any predecessor or successor of fsub or fsub 10x immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither fsub nor fsub was a disqualified_investment_corporation within the meaning of sec_355 10y each of the parties to distribution paid its own expenses if any incurred in connection with distribution 10z fsub was and both fsub and fsub are a controlled_foreign_corporation within the meaning of sec_957 immediately before and after contribution c and distribution 10aa at all times before and immediately after contribution c and distribution neither fsub nor fsub was a passive_foreign_investment_company within the meaning of sec_1297 10bb fsub 3's transfer of assets to fsub in actual or constructive exchange for fsub stock in contribution c is not an exchange described in sec_1 b - b i b -4 b i or b -4 b 10cc the notice requirements of sec_1_367_b_-1 will be satisfied for contribution c and distribution 10dd sub was a sec_1248 shareholder within the meaning of sec_1 b - b with respect to fsub immediately before distribution and with respect to each of fsub and fsub immediately after distribution 10ee fsub did not hold any united_states real_property interests as defined in sec_897 immediately before or after distribution the following representations have been made regarding distribution distribution plr-129639-13 11a any indebtedness owed by fsub to sub after distribution did not constitute stock_or_securities 11b the fair_market_value of the fsub stock received by sub was approximately equal to the fair_market_value of the sub stock surrendered by sub in distribution 11c no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 11d the distribution of fsub stock to sub and sub in distribution was with respect to the respective ownership of sub stock by each of sub and sub 11e sub and fsub each treated all members of their respective sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 11f the five years of financial information submitted on behalf of the sub sag with respect to business d is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 11g the five years of financial information submitted on behalf of the fsub sag with respect to segment is representative of the operations of fsub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 11h neither business d conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 11i neither segment conducted by the fsub sag following contribution c nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part excluding in each case acquisitions that constitute expansions as contemplated by sec_1_355-3 of segment 11j following distribution the sub sag has continued and will continue the active_conduct of business d independently and with its own separate employees plr-129639-13 11k following distribution the fsub sag has continued and will continue the active_conduct of segment independently and with its own separate employees 11l distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 11m distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or fsub or both 11n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 11o for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of fsub stock entitled to vote or or more of the total value of shares of all classes of fsub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 11p no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and fsub or any entity controlled directly or indirectly by fsub at the time of or after distribution other than obligations arising in the ordinary course of business 11q immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d 11r payments made in connection with all continuing transactions if any between sub and its subsidiaries and fsub and its subsidiaries will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 11s distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or plr-129639-13 indirectly stock representing a or greater interest within the meaning of sec_355 in sub or fsub including any predecessor or successor of sub or fsub 11t immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor fsub was a disqualified_investment_corporation within the meaning of sec_355 11u each of the parties to distribution paid its own expenses if any incurred in connection with distribution 11v the notice requirements of sec_1_367_b_-1 will be met with respect to distribution 11w fsub was a controlled_foreign_corporation within the meaning of sec_957 immediately before and after distribution 11x sub and sub were sec_1248 shareholders within the meaning of sec_1_367_b_-2 with respect to fsub immediately after distribution sec_1 f - b 11y distribution was an existing stock_distribution as defined in sec_1 f - b to which sub sub and sub will elect to apply the provisions of sec_1_1248_f_-2 in accordance with sec_1_1248_f_-2 sub sub and sub will file the statement required under sec_1_1248_f_-2 and will enter into the written_agreement required under sec_1_1248_f_-2 with respect to distribution 11z immediately after distribution sub and sub will each for purposes of sec_1248 and in accordance with sec_1_1248_f_-2 adjust its holding_period in each share of stock of fsub received in distribution such that sub 3's and sub 13's holding_period in each share is equal to sub 13's holding_period in the share at the time of distribution sub and sub will each in accordance with sec_1_1248_f_-2 reduce its sec_358 basis as defined in sec_1_1248_f_-1 in each share of stock of fsub received in distribution to the extent that sub 14's sec_1248 amount as defined in sec_1_1248_f_-1 with respect to the share exceeds its post-distribution amount as defined in sec_1_1248_f_-1 with respect to the share 11aa fsub was not a passive_foreign_investment_company within the meaning of sec_1297 immediately before or after distribution 11bb fsub did not hold any united_states real_property interests as defined in sec_897 immediately before or after distribution plr-129639-13 distribution the following representations have been made regarding distribution 12a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 12b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 12c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock 12d sub treated all members of its respective separate_affiliated_group sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 12e the five years of financial information submitted on behalf of the sub sag with respect to segment is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 12f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 12g neither segment conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 12h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 12i following distribution the sub sag and sub each has continued and each will continue the active_conduct of segment and segment respectively independently and with its own separate employees 12j distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes plr-129639-13 12k distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 12l for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 12m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 12n no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 12o immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock 12p payments made in connection with all continuing transactions if any between sub and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 12q distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 12r immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or plr-129639-13 ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 12s each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 13a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 13b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 13c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock 13d sub treated all members of its respective separate_affiliated_group sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 13e the five years of financial information submitted on behalf of the sub sag with respect to segment is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 13f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 13g neither segment conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 13h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part plr-129639-13 13i following distribution the sub sag and sub each has continued and each will continue the active_conduct of segment and segment respectively independently and with its own separate employees 13j distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 13k distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 13l for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 13m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 13n no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 13o immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock 13p payments made in connection with all continuing transactions if any between sub and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 13q distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or plr-129639-13 indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 13r immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 13s each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 14a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 14b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 14c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock 14d sub treated all members of its sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 14e the five years of financial information submitted on behalf of the sub sag with respect to business d is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 14f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 14g neither business d conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part plr-129639-13 14h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 14i following distribution the sub sag has continued and will continue the active_conduct of business d independently and with its own separate employees 14j following distribution sub has continued and will continue the active_conduct of segment independently and with its own separate employees 14k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 14l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 14m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 14n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 14o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 14p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock plr-129639-13 14q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 14r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 14s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 14t each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 15a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 15b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 15c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock 15d sub treated all members of its sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 15e the five years of financial information submitted on behalf of the sub sag with respect to business d is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 15f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and plr-129639-13 with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 15g neither business d conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 15h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 15i following distribution the sub sag has continued and will continue the active_conduct of business d independently and with its own separate employees 15j following distribution sub has continued and will continue the active_conduct of segment independently and with its own separate employees 15k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 15l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 15m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 15n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution plr-129639-13 15o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 15p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock 15q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 15r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 15s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 15t each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 16a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 16b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 16c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock plr-129639-13 16d sub and sub treated all members of their respective sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 16e the five years of financial information submitted on behalf of the sub sag with respect to business d is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 16f the five years of financial information submitted on behalf of the sub sag with respect to segment is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 16g neither business d conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 16h neither segment conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 16i following distribution the sub sag has continued and will continue the active_conduct of business d independently and with its own separate employees 16j following distribution the sub sag has continued and will continue the active_conduct of segment independently and with its own separate employees 16k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 16l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 16m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution plr-129639-13 16n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 16o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub or any entity controlled directly or indirectly by sub at the time of or after distribution other than obligations arising in the ordinary course of business 16p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock 16q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 16r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 16s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 16t each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution plr-129639-13 17a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 17b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 17c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock 17d sub treated all members of its sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 17e the five years of financial information submitted on behalf of the sub sag with respect to business c is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 17f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 17g neither business c conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 17h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 17i following distribution the sub sag has continued and will continue the active_conduct of business c independently and with its own separate employees 17j following distribution sub has continued and will continue the active_conduct of segment independently and with its own separate employees 17k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 17l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both plr-129639-13 17m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 17n no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 17o immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock 17p payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 17q distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 17r immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 plr-129639-13 17s each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 18a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 18b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 18c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock 18d sub treated all members of its sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 18e the five years of financial information submitted on behalf of the sub sag with respect to business c is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 18f the five years of financial information submitted on behalf of sub with respect to segment is representative of the operations of sub as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 18g neither business c conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 18h neither segment conducted by sub nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 18i following distribution the sub sag has and will continue the active_conduct of business c independently and with its own separate employees 18j following distribution sub has continued and will continue the active_conduct of its segment independently and with its own separate employees plr-129639-13 18k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 18l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 18m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 18n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 18o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub at the time of or after distribution other than obligations arising in the ordinary course of business 18p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock 18q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 18r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub plr-129639-13 18s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 18t each of the parties to distribution paid its own expenses if any incurred in connection with distribution the following representations have been made regarding distribution distribution 19a any indebtedness owed by sub to sub after distribution did not constitute stock_or_securities 19b no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 19c the distribution of sub stock to sub in distribution was with respect to its ownership of sub stock 19d sub and sub treated all members of their respective sag as defined in sec_355 as one corporation in determining whether it met the requirements of sec_355 regarding the active_conduct_of_a_trade_or_business 19e the five years of financial information submitted on behalf of the sub sag with respect to business c is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 19f the five years of financial information submitted on behalf of the sub sag with respect to segment is representative of the operations of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 19g neither business c conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 19h neither segment conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of plr-129639-13 distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 19i following distribution the sub sag has continued and will continue the active_conduct of business c independently and with its own separate employees 19j following distribution the sub sag has continued and will continue the active_conduct of segment independently and with its own separate employees 19k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 19l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both 19m for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 19n for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 19o no intercorporate debt existed between sub or any entity controlled directly or indirectly by sub and sub or any entity controlled directly or indirectly by sub at the time of or after distribution other than obligations arising in the ordinary course of business 19p immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock plr-129639-13 19q payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub and its subsidiaries will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 19r distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 19s immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 19t each of the parties to distribution paid its own expenses if any incurred in connection with distribution sub restructuring the following representations have been made regarding sub restructuring 20a immediately prior to contribution d sub had no assets or liabilities 20b the fair_market_value of the sub stock received by sub was approximately equal to the fair_market_value of the sub stock surrendered in exchange therefor 20c immediately following consummation of the sub restructuring sub owned all of the outstanding sub stock and owned such stock solely by reason of its ownership of sub stock immediately prior to the sub restructuring 20d immediately following consummation of the sub restructuring and prior to the external contribution sub possessed the same assets and liabilities as those possessed by sub immediately prior to the sub restructuring other than any cash used to pay expenses_incurred in connection with the sub restructuring and assets distributed to sub 20e sub has not issued nor has any plan or intention to issue additional shares of its stock following the sub restructuring except in connection with the proposed transactions plr-129639-13 20f assets distributed to shareholders who receive cash or other_property assets used to pay expenses and all redemptions and distributions except for regular normal dividends made by sub if any immediately preceding the sub restructuring in the aggregate constituted less than of the net assets of sub there were no dissenting shareholders 20g at the time of the sub restructuring sub did not have outstanding any warrants options convertible securities or any other type of right pursuant to which any person could acquire stock in sub 20h except in connection with the proposed transactions sub has not reacquired nor has a plan or intention to reacquire any of the sub stock issued in the sub restructuring 20i the liabilities of sub assumed or treated as assumed within the meaning of sec_357 by sub plus the liabilities if any to which the transferred assets were subject were incurred by sub in the ordinary course of its business and were associated with the assets transferred 20j sub paid its respective expenses if any incurred in connection with the sub restructuring 20k sub was not under the jurisdiction of a court in a title_11_or_similar_case within the meaning of sec_368 20l there was no plan or intention and continues to be no plan or intention to undertake any_action eg an election to be treated as an association_taxable_as_a_corporation for u s federal_income_tax purposes under sec_301_7701-3 etc and no other circumstances will exist following the sub conversion that will prevent sub from being disregarded as an entity separate from sub for u s federal_income_tax purposes under sec_301_7701-2 and sec_301_7701-3 contribution e and distribution the following representations have been made regarding contribution e and distribution 21a no part of the consideration distributed by sub in distribution was received by a shareholder as a creditor employee or in any capacity other than that of a shareholder of sub 21b the distribution of sub stock to parent in distribution was with respect to its ownership of sub stock plr-129639-13 21c any money property or stock contributed by sub to sub in contribution e was exchanged solely for stock_or_securities in sub and the assumption of certain sub liabilities 21d sub and sub will each treat all members of their respective sag as defined in sec_355 as one corporation in determining whether its meeting the requirement of sec_355 regarding the active_conduct_of_a_trade_or_business 21e the five years of financial information submitted on behalf of the sub sag with respect to business c is representative of the operation of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 21f the five years of financial information submitted on behalf of the business contributed to the sub sag with respect to segment is representative of the operation of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 21g neither business c conducted by the sub sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 21h neither segment conducted by the sub sag following contribution e nor control of an entity conducting this business was acquired during the five-year period ending on the date of distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part excluding in each case acquisitions that constitute expansions as contemplated by sec_1_355-3 of segment 21i following distribution the sub sag has continued and will continue the active_conduct of business c independently and with its own separate employees 21j following distribution the sub sag has continued and will continue the active_conduct of its segment independently and with its own separate employees 21k distribution was carried out to facilitate the external distribution and was motivated in whole or substantial part by one or more of the corporate business purposes 21l distribution was not used principally as a device for the distribution of the earnings_and_profits of sub or sub or both plr-129639-13 21m the total adjusted_basis and the fair_market_value of the assets transferred to sub in contribution e exceeded the sum of i the total liabilities assumed within the meaning of sec_357 if any by sub ii the amount of any liabilities if any owed to sub by sub that are discharged or extinguished in connection with the exchange and iii the total amount of any money and the fair_market_value of any other_property within the meaning of sec_361 if any received by sub in connection with the exchange the fair_market_value of the assets of sub will exceed the amount of its liabilities immediately after contribution e 21n the liabilities if any assumed within the meaning of sec_357 by sub in contribution e were incurred in the ordinary course of business and were associated with the assets transferred to sub in contribution e 21o no property was transferred by sub to sub for which an investment_credit allowed under sec_46 has been or will be claimed 21p the aggregate fair_market_value of the assets transferred to sub in contribution e equaled or exceeded the aggregate adjusted_basis of these assets 21q for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 21r for purposes of sec_355 immediately after distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five- year period determined after applying sec_355 ending on the date of distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of distribution 21s no intercorporate debt existed between sub and sub at the time of or after distribution 21t no two parties to the transaction are investment companies as defined in sec_368 and iv 21u immediately before distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the plr-129639-13 publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of distribution sub did not have an excess_loss_account in the sub stock 21v payments made in connection with all continuing transactions if any between sub and its subsidiaries and sub and its subsidiaries will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 21w distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in sub or sub including any predecessor or successor of sub or sub 21x immediately following distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before distribution or ii neither sub nor sub was a disqualified_investment_corporation within the meaning of sec_355 21y each of the parties to distribution paid its own expenses if any incurred in connection with distribution 21z to the extent that the stock of any foreign_corporation was transferred from sub to sub in contribution e the earnings_and_profits of the foreign_corporation transferred to the extent attributable to such stock under sec_1_1248-2 or sec_1_1248-3 whichever is applicable which were accumulated in taxable years of such foreign_corporation beginning after date during the period sub held such stock or was considered as holding such stock by application of sec_1223 while such corporation was a controlled_foreign_corporation within the meaning of sec_957 is attributable to such stock held by sub sec_1_1248-1 external contribution and external distribution the following representations have been made regarding the external contribution and the external distribution 22a no part of the consideration distributed by parent in the external distribution was received by a parent stockholder as a creditor employee or in any capacity other than that of a shareholder of parent immediately following the external distribution sub had no restricted_stock other than restricted_stock that was transferred to certain parent restricted stockholders in connection with the external distribution and in no event will the restricted_stock of sub represent more than plr-129639-13 percent of either the total combined voting power of all classes of sub stock entitled to vote or the total number of shares of all non-voting classes of sub stock following the external distribution 22b the distribution of sub stock to parent stockholders in the external distribution was with respect to their ownership of parent stock 22c any money property or stock contributed by parent to sub in the external contribution was exchanged solely for stock_or_securities in sub the assumption of certain parent liabilities the special distribution and the net excess if any 22d parent and sub will each treat all members of their respective sag as defined in sec_355 as one corporation in determining whether its meeting the requirement of sec_355 regarding the active_conduct_of_a_trade_or_business 22e the five years of financial information submitted on behalf of the parent sag with respect to business c is representative of the operation of the parent sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 22f the five years of financial information submitted on behalf of the sub sag with respect to segment is representative of the operation of the sub sag as of date and with regard to such business there have been no substantial operational changes since the date of the last financial statements submitted 22g neither business c conducted by the parent sag nor control of an entity conducting this business was acquired during the five-year period ending on the date of the external distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part 22h neither segment conducted by the sub sag following the external contribution nor control of an entity conducting this business was acquired during the five-year period ending on the date of the external distribution in a transaction in which gain_or_loss was recognized or treated as recognized in whole or in part excluding in each case acquisitions that constitute expansions as contemplated by sec_1 b ii of segment 22i following the external distribution the parent sag has continued and will continue the active_conduct of business c independently and with its own separate employees plr-129639-13 22j following the external distribution the sub sag has continued and will continue the active_conduct of segment independently and with its own separate employees 22k the external distribution was carried and motivated in whole or substantial part by one or more of the corporate business purposes 22l the external distribution was not used principally as a device for the distribution of the earnings_and_profits of parent or sub or both 22m the total adjusted_basis and the fair_market_value of the assets transferred to sub in the external contribution including the net contribution if any exceeded the sum of i the total liabilities assumed within the meaning of sec_357 if any by sub ii the amount of any liabilities if any owed to sub by parent that are discharged or extinguished in connection with the exchange and iii the total amount of any money and the fair_market_value of any other_property within the meaning of sec_361 if any received by parent in connection with the exchange including the special distribution and the net excess if any the fair_market_value of the assets of sub will exceed the amount of its liabilities immediately after the external contribution 22n the liabilities if any assumed within the meaning of sec_357 by sub in the external contribution were incurred in the ordinary course of business and were associated with the assets transferred to sub in the external contribution 22o no property was transferred by parent to sub for which an investment_credit allowed under sec_46 has been or will be claimed 22p the aggregate fair_market_value of the assets transferred to sub in the external contribution equaled or exceeded the aggregate adjusted_basis of these assets 22q for purposes of sec_355 immediately after the external distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of parent stock entitled to vote or or more of the total value of shares of all classes of parent stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the external distribution 22r for purposes of sec_355 immediately after the external distribution no person determined after applying sec_355 held stock possessing or more of the total combined voting power of all classes of sub stock entitled to vote or or more of the total value of shares of all classes of sub stock that was either i acquired by purchase as defined in sec_355 and during the five-year plr-129639-13 period determined after applying sec_355 ending on the date of the external distribution or ii attributable to distributions on sub stock that was acquired by purchase as defined in sec_355 and during the five-year period determined after applying sec_355 ending on the date of the external distribution 22s no intercorporate debt existed between parent and sub at the time of or after the external distribution 22t no two parties to the transaction are investment companies as defined in sec_368 and iv 22u immediately before the external distribution items of income gain loss deduction and credit were taken into account as required by the applicable intercompany_transaction regulations see sec_1_1502-13 and sec_1 as in effect before the publication of t d 1995_2_cb_147 and as currently in effect sec_1_1502-13 as published by t d at the time of the external distribution parent did not have an excess_loss_account in the sub stock 22v payments made in connection with all continuing transactions if any between parent and its subsidiaries and sub and its subsidiaries will be for fair_market_value based on terms and conditions arrived at by the parties bargaining at arm's length 22w the external distribution is not part of a plan or series of related transactions within the meaning of sec_1_355-7 pursuant to which one or more persons will acquire directly or indirectly stock representing a or greater interest within the meaning of sec_355 in parent or sub including any predecessor or successor of parent or sub 22x immediately following the external distribution taking into account sec_355 either i no person held a or greater interest within the meaning of sec_355 in any disqualified_investment_corporation within the meaning of sec_355 who did not so hold such interest immediately before the external distribution or ii neither parent nor sub was a disqualified_investment_corporation within the meaning of sec_355 22y except as provided in the separation agreements each of the parties to the external distribution paid its own expenses if any incurred in connection with the external distribution 22z the receipt by parent stockholders of cash in lieu of fractional shares of sub stock has been arranged solely for the purpose of avoiding the expense and inconvenience to parent and sub of issuing and maintaining fractional shares and does not represent separately bargained-for consideration the total cash plr-129639-13 consideration received by the parent stockholders in lieu of fractional shares of sub did not exceed of the total consideration that was distributed in the external distribution no parent stockholder received cash in lieu of fractional shares in an amount equal to or greater than the value of one full share of sub stock 22aa pursuant to the plan_of_reorganization parent will use the special distribution proceeds if any to repay parent debt eg pursuant to the external debt repurchase and or to repurchase shares of parent common_stock and or to make a distribution to parent’s stockholders such proceeds will be held in a segregated account until they are used as described above 22bb the sum of the parent debt repaid with the proceeds of the special distribution will not exceed the weighted quarterly average of the parent debt for the 12-month_period ending on the close of business on date the last full business_day before the date on which parent’s board_of directors initially discussed the external distribution 22cc any parent debt repaid will not have been issued in anticipation of the external distribution 22dd to the extent that the stock of any foreign_corporation was transferred from parent to sub in the external contribution the earnings_and_profits of the foreign_corporation transferred to the extent attributable to such stock under sec_1_1248-2 or sec_1_1248-3 whichever is applicable which were accumulated in taxable years of such foreign_corporation beginning after date during the period parent held such stock or was considered as holding such stock by application of sec_1223 while such corporation was a controlled_foreign_corporation within the meaning of sec_957 is attributable to such stock held by sub sec_1_1248-1 rulings based solely on the information submitted and the representations set forth above and provided that the requirements of the regulations under sec_367 are satisfied including the notice provisions of sec_1_367_b_-1 we rule as follows regarding the proposed transactions distribution provided that i sub 6’s distribution of fsub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub fsub or sub and any person related to sub fsub or sub is respected as a separate transaction we rule as follows on distribution plr-129639-13 no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 sub recognized no gain_or_loss upon distribution sec_355 the basis of the sub and fsub stock in the hands of sub immediately after distribution was the same as sub 5’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the fsub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and fsub were adjusted in accordance with sec_312 and sec_1_312-10 as applicable distribution was a distribution to which sec_1_1248_f_-1 and -2 applied fsub election the fsub election was treated for u s federal_income_tax purposes as a distribution in complete_liquidation of fsub under sec_332 sub recognized no gain_or_loss on its deemed receipt of the assets and assumption of the liabilities of fsub in the fsub election sec_332 fsub recognized no gain_or_loss on the deemed_distribution of its assets to and assumption_of_liabilities by sub in the fsub election sec_337 sub 5’s basis in each asset of fsub deemed received in the fsub election equaled the basis of that asset in the hands of fsub immediately before the fsub election sec_334 the holding_period of each asset of fsub deemed received by sub in the fsub election includes the period for which the asset was held by fsub sec_1223 sub succeeded to and will take into account the items of fsub described in sec_381 subject_to the conditions and limitations specified in sec_367 sec_381 sec_382 sec_383 sec_384 and sec_1502 and the treasury regulations thereunder as applicable sec_381 and sec_1_381_a_-1 the fsub election was an acquisition to which sec_1_367_b_-3 applied plr-129639-13 contribution a and distribution provided that i sub 6’s distribution of sub membership interests to sub in distribution was solely with respect to their ownership of sub stock ii any money property or stock contributed by sub to sub in contribution a was exchanged solely for membership interests or securities in sub and iii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on contribution a and distribution contribution a together with distribution qualified as a reorganization within the meaning of sec_368 each of sub and sub was a_party_to_a_reorganization within the meaning of sec_368 sec_1_368-2 no gain_or_loss was recognized by sub on contribution a sec_361 and sec_357 a no gain_or_loss was recognized by sub on contribution a section the basis sub had in each asset received from sub in contribution a was equal to the basis of that asset in the hands of sub immediately before contribution a sec_362 the holding_period sub had in each asset received from sub in contribution a includes the period during which sub held that asset sec_1223 no gain_or_loss was recognized by sub on its distribution of sub membership interests in distribution sec_361 and sec_1_367_e_-1 no gain_or_loss was recognized by and no amount was included in the income of sub upon receipt of sub membership interests in distribution sec_355 the basis of the sub common_stock and sub common_stock in the hands of sub immediately after distribution was equal to the basis of the sub stock held by sub immediately before distribution as adjusted under sec_1_358-1 allocated between the stock of sub and sub in proportion to the fair_market_value of each in accordance with sec_1_358-2 sec_358 b and c the holding_period of the sub common_stock received by sub in distribution includes the holding_period of the sub stock with respect to which distribution is made provided the sub stock was held by sub as a capital_asset on the date of distribution sec_1223 plr-129639-13 earnings_and_profits if any were allocated between sub and sub in accordance with sec_312 and sec_1_312-10 distribution provided that i sub 5’s distribution of sub membership interests to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 sub recognized no gain_or_loss upon distribution sec_355 the basis of the sub stock and sub membership interests in the hands of sub immediately after distribution was the same as sub 4’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub membership interests received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 distribution provided that i sub 4’s distribution of sub membership interests to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 sub recognized no gain_or_loss upon distribution sec_355 the basis of the sub stock and sub membership interests in the hands of sub immediately after distribution was the same as sub 3’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c plr-129639-13 the holding_period of the sub membership interests received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 distribution provided that i sub 3’s distribution of sub membership interests to parent in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or parent and any person related to sub sub or parent is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of parent upon distribution sec_355 sub recognized no gain_or_loss upon distribution sec_355 the basis of the sub stock and sub membership interests in the hands of parent immediately after distribution was the same as parent’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub membership interests received by parent in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by parent on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 sub restructuring for u s federal_income_tax purposes contribution b and the sub election were integrated and treated as the transfer by sub of all of its assets subject_to liabilities to sub in exchange for stock of sub followed by the distribution by sub of the sub stock to its shareholders in liquidation and constituted a reorganization within the meaning of sec_368 sub and sub were each a party to the reorganization within the meaning of sec_368 plr-129639-13 sub did not recognize any gain_or_loss upon the transfer of all of its assets to sub in exchange for sub stock and the assumption_of_liabilities sec_361 and sec_357 sub did not recognize any gain_or_loss upon receipt of the sub assets in exchange for sub stock and the assumption of sub 15’s liabilities sec_1032 sub 1’s basis in the assets acquired from sub in the sub restructuring was the same as sub 15’s basis in such assets immediately before the sub restructuring sec_362 sub 1’s holding_period for the assets acquired from sub in the sub restructuring includes the period during which such assets were held by sub sec_1223 no gain_or_loss was recognized by sub on the distribution of the shares of sub stock to parent sec_361 no gain_or_loss was recognized by parent upon the receipt of the stock of sub in exchange for the stock of sub in the sub restructuring sec_354 the basis of the sub stock received by parent will be equal to the basis of the sub membership interests surrendered by parent in exchange therefor sec_358 the holding_period for the sub stock in the hands of parent includes the period during which parent held the sub membership interests exchanged therefor provided that the sub membership interests were held as a capital_asset in the hands of parent on the date of the exchange sec_1223 sub succeeded to and took into account the tax_attributes of sub enumerated in sec_381 subject_to the conditions and limitations specified in sec_367 sec_381 sec_382 sec_383 sec_384 and sec_1502 and the treasury regulations thereunder as applicable sec_381 and sec_1_381_a_-1 fsub restructuring provided that the cash consideration was solely with respect to the fsub stock sub sold to fsub for u s federal_income_tax purposes the fsub restructuring is treated as if fsub transferred substantially_all of its assets to fsub in exchange for the cash consideration a nominal share of fsub stock and the assumption by fsub of fsub 1’s liabilities followed by the distribution of the cash consideration and the deemed_distribution of the nominal share to sub in a distribution subject_to sections plr-129639-13 and and qualifies as a reorganization within the meaning of sec_368 the fsub reorganization the nominal share is deemed to have been further transferred through the chains of ownership to reflect the actual ownership of fsub and fsub sec_1_368-2 each of fsub and fsub was a_party_to_a_reorganization within the meaning of sec_368 sec_1_368-2 no gain_or_loss was recognized by fsub upon the transfer of its assets to fsub in exchange for the cash consideration a nominal share of fsub stock and the assumption by fsub of fsub 1’s liabilities sec_361 b a no gain_or_loss was recognized by fsub upon the distribution of the cash consideration and the deemed_distribution of the nominal share of fsub stock to sub sec_361 sub recognized no loss upon the exchange and deemed exchange of fsub stock for the cash consideration and the nominal share of fsub stock sec_354 c the basis of the fsub nominal share deemed received by sub was the same as sub 2’s basis in the fsub stock deemed surrendered in exchange therefore decreased by the amount of the cash consideration sec_358 the holding_period of the fsub nominal share deemed received by sub in the fsub reorganization includes the holding_period during which sub held the fsub stock deemed surrendered in exchange therefor provided that such fsub stock was held by sub as a capital_asset on the date of the fsub reorganization sec_1223 no gain_or_loss was recognized by fsub upon the receipt of fsub 1’s assets in exchange for the cash consideration liability assumption and the nominal share of fsub stock sec_1032 the basis of each asset received by fsub in the fsub reorganization equaled the basis of that asset in the hands of fsub immediately before the fsub reorganization sec_362 the holding_period of each asset received by fsub in the fsub reorganization includes the holding_period that fsub had in that asset immediately before the fsub reorganization sec_1223 fsub succeeded to and took into account those attributes of fsub described in sec_381 subject_to the conditions and limitations specified in plr-129639-13 sec_367 sec_381 sec_382 sec_383 sec_384 sec_1248 and sec_1502 and the treasury regulations thereunder as applicable sec_381 and sec_1_381_a_-1 the fsub restructuring is a transaction to which sec_1_367_b_-4 applies contribution c and distribution provided that i fsub 3’s distribution of fsub stock to sub in distribution was solely with respect to their ownership of fsub stock ii any money property or stock contributed by fsub to fsub in contribution c was exchanged solely for stock_or_securities in fsub and iii any other transfer of stock money or property between fsub fsub or sub and any person related to fsub fsub or sub is respected as a separate transaction we rule as follows on contribution c and distribution contribution c together with distribution qualified as a reorganization within the meaning of sec_368 each of fsub and fsub was a_party_to_a_reorganization within the meaning of sec_368 sec_1_368-2 no gain_or_loss was recognized by fsub on contribution c sec_361 and sec_357 a no gain_or_loss was recognized by fsub on contribution c section the basis fsub had in each asset received from fsub in contribution c was equal to the basis of that asset in the hands of fsub immediately before contribution c sec_362 the holding_period fsub had in each asset received from fsub in contribution c includes the period during which fsub held that asset sec_1223 no gain_or_loss was recognized by fsub on its distribution of fsub stock in distribution sec_361 and sec_1_367_e_-1 no gain_or_loss was recognized by and no amount was included in the income of sub upon receipt of fsub stock in distribution sec_355 the basis of the fsub common_stock and fsub common_stock in the hands of sub immediately after distribution was equal to the basis of the fsub stock held by sub immediately before distribution as adjusted under sec_1_358-1 allocated between the stock of fsub and fsub in proportion to the fair_market_value of each in accordance with sec_1_358-2 sec_358 b and c plr-129639-13 the holding_period of the fsub common_stock received by sub in distribution includes the holding_period of the fsub stock with respect to which distribution is made provided the fsub stock was held by sub as a capital_asset on the date of distribution sec_1223 earnings_and_profits if any were allocated between fsub and fsub in accordance with sec_312 and sec_1_312-10 fsub 3's transfer or deemed transfer of its assets in contribution c is an exchange to which sec_1_367_b_-1 and sec_1_367_b_-4 apply no amount was included in income as a deemed_dividend equal to the sec_1248 amount under sec_367 as a result of contribution c sec_1 b - b and b -4 b distribution was a distribution to which sec_1_367_b_-1 sec_1_367_b_-5 sec_1_367_b_-5 and sec_1_367_b_-5 apply distribution provided that i sub 14’s distribution of fsub stock to sub and sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub fsub sub or sub and any person related to sub fsub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub and sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section sub 13’s basis in the fsub stock immediately after distribution was the same as sub 13’s basis in the sub stock surrendered in distribution sec_358 the basis of the sub and fsub stock in the hands of sub immediately after distribution was the same as sub 3’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the fsub stock received by sub in distribution includes the holding_period of the sub stock surrendered in exchange therefor provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 plr-129639-13 the holding_period of the fsub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and fsub were adjusted in accordance with sec_312 and sec_1_312-10 as applicable distribution was a distribution to which sec_1_1248_f_-1 and -2 apply distribution provided that i sub 9’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 5’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 distribution provided that i sub 9’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution plr-129639-13 no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 5’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 distribution provided that i sub 5’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 4’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 plr-129639-13 distribution provided that i sub 5’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 4’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 as applicable distribution provided that i sub 5’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 4’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c plr-129639-13 the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 as applicable distribution provided that i sub 4’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 3’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 distribution provided that i sub 4’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 plr-129639-13 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 3’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 distribution provided that i sub 4’s distribution of sub stock to sub in distribution was solely with respect to their ownership of sub stock and ii any other transfer of stock money or property between sub sub or sub and any person related to sub sub or sub is respected as a separate transaction we rule as follows on distribution no gain_or_loss was recognized by and no amount was included in the income of sub upon distribution sec_355 c no gain_or_loss was recognized by sub upon distribution section the basis of the sub and sub stock in the hands of sub immediately after distribution was the same as sub 3’s basis in the sub stock held immediately before distribution allocated in the manner described in sec_1_358-2 in accordance with sec_358 through c the holding_period of the sub stock received by sub in distribution includes the holding_period of the sub stock with respect to which the distribution was made provided such sub stock was held as a capital_asset by sub on the date of distribution sec_1223 the earnings_and_profits of sub and sub were adjusted in accordance with sec_312 and sec_1_312-10 sub restructuring plr-129639-13 for u s federal_income_tax purposes contribution d and the sub conversion will be integrated and treated as the transfer by sub of all of its assets subject_to liabilities to sub in exchange for stock of sub followed by the distribution by sub of the sub stock to its shareholders in liquidation and will constitute a reorganization within the meaning of sec_368 sub and sub were each a party to the reorganization within the meaning of sec_368 sub did not recognize any gain_or_loss upon the transfer of all of its assets to sub in exchange for sub stock and the assumption_of_liabilities sec_361 and sec_357 sub did not recognize any gain_or_loss upon receipt of the sub assets in exchange for sub stock and the assumption of sub 7’s liabilities sec_1032 sub 17’s basis in the assets acquired from sub in the sub restructuring was the same as sub 7’s basis in such assets immediately before the sub restructuring sec_362 sub 17’s holding_period for the assets acquired from sub in the sub restructuring includes the period during which such assets were held by sub sec_1223 no gain_or_loss was recognized by sub on the distribution of the shares of sub stock to sub sec_361 no gain_or_loss was recognized by sub upon the receipt of the stock of sub in exchange for the stock of sub in the sub restructuring sec_354 the basis of the sub stock received by sub will be equal to the basis of the sub stock surrendered by sub in exchange therefor sec_358 the holding_period for the sub stock in the hands of sub includes the period during which sub held the sub stock exchanged therefor provided that the sub stock was held as a capital_asset in the hands of sub on the date of the exchange sec_1223 sub succeeded to and took into account the tax_attributes of sub enumerated in sec_381 subject_to the conditions and limitations specified in sec_367 sec_381 sec_382 sec_383 sec_384 and sec_1502 and the treasury regulations thereunder as applicable sec_381 and sec_1_381_a_-1 contribution e and distribution plr-129639-13 provided that i sub 3’s distribution of sub stock to parent in distribution was solely with respect to their ownership of sub stock ii any money property or stock contributed by sub to sub in contribution e was exchanged solely for stock_or_securities in sub and iii any other transfer of stock money or property between sub sub or parent and any person related to sub sub or parent is respected as a separate transaction we rule as follows on contribution e and distribution contribution e together with distribution qualified as a reorganization within the meaning of sec_368 each of sub and sub was a_party_to_a_reorganization within the meaning of sec_368 sec_1_368-2 no gain_or_loss was recognized by sub on contribution e sec_361 and sec_357 a no gain_or_loss was recognized by sub on contribution e section the basis sub had in each asset received from sub in contribution e was equal to the basis of that asset in the hands of sub immediately before contribution e sec_362 the holding_period sub had in each asset received from sub in contribution e includes the period during which sub held that asset sec_1223 no gain_or_loss was recognized by sub on its distribution of sub stock in distribution sec_361 and sec_1_367_e_-1 no gain_or_loss was recognized by and no amount was included in the income of parent upon receipt of sub stock in distribution sec_355 the basis of the sub common_stock and sub common_stock in the hands of parent immediately after distribution was equal to the basis of the sub stock held by parent immediately before distribution as adjusted under sec_1_358-1 allocated between the stock of sub and sub in proportion to the fair_market_value of each in accordance with sec_1_358-2 sec_358 b and c the holding_period of the sub common_stock received by parent in distribution includes the holding_period of the sub stock with respect to which distribution is made provided the sub stock was held by parent as a capital_asset on the date of distribution sec_1223 earnings_and_profits if any were allocated between sub and sub in accordance with sec_312 and sec_1_312-10 plr-129639-13 to the extent that the stock of any foreign_corporation was transferred from sub to sub in contribution e the earnings_and_profits of the foreign_corporation transferred to the extent attributable to such stock under sec_1_1248-2 or sec_1_1248-3 whichever is applicable which were accumulated in taxable years of such foreign_corporation beginning after date during the period sub held such stock or was considered as holding such stock by application of sec_1223 while such corporation was a controlled_foreign_corporation within the meaning of sec_957 will be attributable to such stock held by sub sec_1_1248-1 external contribution and external distribution provided that i parent’s distribution of sub stock to parent stockholders in the external distribution was solely with respect to their ownership of parent stock ii the money property or stock contributed by parent to sub in the external contribution is exchanged for stock in sub the special distribution and the net excess if any and iii any other transfer of stock money or property between parent sub or parent stockholders and any person related to parent sub or parent stockholders is respected as a separate transaction we rule as follows on the external contribution and the external distribution the external contribution together with the external distribution qualified as a reorganization within the meaning of sec_368 each of parent and sub was a_party_to_a_reorganization within the meaning of sec_368 sec_1 f provided that the special distribution and the net excess if any are used in the manner described above no gain_or_loss was recognized by parent on its receipt of sub stock and the special distribution and the net excess if any on the external contribution sec_357 and sec_361 b no gain_or_loss was recognized by sub on the external contribution sec_1032 the basis sub had in each asset received from parent in the external contribution was equal to the basis of that asset in the hands of parent immediately before the external contribution sec_362 the holding_period sub had in each asset received from parent in the external contribution includes the period during which parent held that asset sec_1223 no gain_or_loss was recognized by parent on its distribution of sub stock to the parent stockholders in the external distribution sec_361 and sec_1 e - c plr-129639-13 no gain_or_loss was recognized by and no amount was included in the income of parent stockholders upon receipt of sub stock in the external distribution sec_355 the basis of the parent common_stock and sub common_stock in the hands of parent stockholders immediately after the external distribution was equal to the basis of the parent stock held by parent stockholders immediately before the external distribution as adjusted under sec_1_358-1 allocated between the stock of parent and sub in proportion to the fair_market_value of each in accordance with sec_1_358-2 sec_358 b and c the holding_period of the sub common_stock received by parent stockholders in the external distribution includes the holding_period of the parent stock with respect to which the external distribution is made provided the parent stock was held by parent stockholders as a capital_asset on the date of the external distribution sec_1223 earnings_and_profits if any were allocated between parent and sub in accordance with sec_312 and sec_1_312-10 and sec_1_1502-33 parent stockholders who receive cash in lieu of fractional shares of sub common_stock will recognize gain_or_loss measured by the difference between the basis of the fractional share received and the amount of cash received sec_1001 if the fractional share qualifies as a capital_asset in the hands of the parent stockholder then gain_or_loss will be a capital_gain or loss subject_to the provisions of subchapter_p of chapter of the code to the extent that the stock of any foreign_corporation was transferred from parent to sub in the external contribution the earnings_and_profits of the foreign_corporation transferred to the extent attributable to such stock under sec_1_1248-2 or sec_1_1248-3 whichever is applicable which were accumulated in taxable years of such foreign_corporation beginning after date during the period parent held such stock or was considered as holding such stock by application of sec_1223 while such corporation was a controlled_foreign_corporation within the meaning of sec_957 is attributable to such stock held by sub sec_1_1248-1 any payments between parent and its subsidiaries and sub and its subsidiaries that were or are made following the external distribution pursuant to the contingent_liability arrangements regarding obligations that i have arisen or will arise for a taxable_period ending on or before the external distribution or for a taxable_period beginning before but ending after the external distribution and ii that were not fixed and ascertainable until after the external distribution will be treated as occurring immediately before the external distribution cf 344_us_6 revrul_83_73 c b plr-129639-13 sub is not a successor to parent for purposes of sec_1504 caveats except as expressly provided herein no opinion is expressed or implied concerning the tax treatment or consequences of any aspect of any transaction or item discussed or referenced in this letter we express no opinion about the tax treatment of the proposed transactions under other provisions of the code and regulations including the international provisions or the tax treatment of any conditions existing at the time of or effect resulting from the proposed transactions that is not specifically covered by the above rulings in particular we express no opinion regarding i whether any of the distributions satisfy the business_purpose requirement of sec_1_355-2 ii whether any of the distributions were being used principally as a device for the distribution of the earnings_and_profits of a distributing_corporation or a controlled_corporation or both as applicable see sec_355 and sec_1_355-2 iii whether any of the distributions were or are part of a plan or series of related transactions under sec_355 and sec_1_355-7 iv the federal_income_tax treatment of the elimination of intercompany debts through repayment distribution assumption or set-off except as otherwise expressly provided v the federal tax classification under sec_301 et seq of any of the entities involved in the proposed transactions or the validity of any entity classification election made with respect to any of the entities vi vii the tax consequences of the proposed transactions to the restricted stockholders or as a result of the restricted stockholders ownership of restricted_stock of parent or sub the application of sec_367 or sec_1248 or subpart_f of the code to the proposed transactions other than as expressly provided above viii the federal_income_tax treatment or consequences of the other transactions or any step of the proposed transactions not addressed in the rulings portion of this letter plr-129639-13 procedural matters this ruling is directed only to the taxpayer who requested it sec_6110 provides that it may not be used or cited as precedent a copy of this ruling letter must be attached to any income_tax return to which it is relevant alternatively taxpayers filing their returns electronically may satisfy this requirement by attaching a statement to their returns that provides the date and control number of the letter_ruling in accordance with the power_of_attorney on file with this office a copy of this letter is being sent to your authorized representative sincerely _kevin m jacobs____________ kevin m jacobs senior technician reviewer branch office of associate chief_counsel corporate