Private Letter Ruling 201445008 Released November 7, 2014 Approved

Multistep corporate separation receives nonrecognition rulings

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This page covers one taxpayer's ruling from 2014, which can't be cited as precedent. Ask about your situation and see what the current Code and IRS guidance say, with citations.

Not precedent. Under 26 U.S.C. § 6110(k)(3), this written determination may not be used or cited as precedent. It resolved one taxpayer's situation on its specific facts, and identifying details were redacted by the IRS before release. The official IRS release (linked on this page as a PDF) is the authoritative source.

About this page: The plain-English summary and ruling snapshot below were written by Ezel based on the official IRS release. The full text is the IRS's own document.

View official IRS release (PDF)

Plain-English summary

A publicly traded parent used a long series of contributions, subsidiary distributions, entity conversions, and internal restructurings to separate one business segment into a newly independent company. The plan culminated in a contribution to the new subsidiary, a borrowing and special distribution, and a pro rata spin-off to the parent's shareholders. The IRS issued 158 rulings that generally treated the subsidiary liquidations, section 355 distributions, and type D and type F reorganizations as tax-free, with carryover bases, holding periods, tax attributes, and earnings and profits allocated under the applicable rules. The external contribution and spin-off also qualified for nonrecognition, while shareholders receiving cash for fractional shares had to recognize gain or loss. The rulings depended on extensive representations and left open the section 355 business-purpose, device, and acquisition-plan tests, as well as several international, intercompany-debt, entity-classification, and other issues.

Ruling snapshot

Question: What federal income tax consequences applied to the group's multistep internal restructuring and external spin-off?
Outcome: Approved, subject to the stated representations, conditions, and caveats.
Key authorities: IRC §§ 332, 355, 361, 368, 381; consolidated-return and international regulations.

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224
Number: 201445008
Third Party Communication: None
Release Date: 11/7/2014
Date of Communication: Not Applicable
Index Number: 355.01-00, 332.00-00,
355.09-00, 368.04-00, Person To Contact:
368.06-00 ------------------------------, ID No. ------------
-----------------
----------------------- Telephone Number:
------------------------------ ----------------------
-------------------------- Refer Reply To:
--------------------------------- CC:CORP:4
------------------------------------- PLR-129639-13
Date:
July 08, 2014

LEGEND

Parent = --------------------------------

Sub 1 = -----------------------------------

Sub 2 = --------------------------------------------

Sub 3 = ---------------------------------------------------

Sub 4 = -------------------------------------------------

Sub 5 = --------------------------------------------------------------

Sub 6 = ----------------------------------

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Sub 7 = -------------------------

Sub 8 = -------------------------------------------

Sub 9 = -----------------------------------------

Sub 10 = -----------------------------------------------------

Sub 11 = -------------------------------------------

Sub 12 = ------------------------------------------

Sub 13 = -------------------------------------------------------

Sub 14 = --------------------------------

Sub 15 = ----------------------------

Sub 16 = --------------------------------------------------

Sub 17 = ------------------------------------------------

PLR-129639-13 3

FSub 1 = ----------------------------------------------------------------

FSub 2 = --------------------------------------------------------------

FSub 3 = ---------------------------------------

FSub 4 = ------------------------------------------------------

FSub 5 = ---------------------------------------------------------

FSub 6 = -----------------------------------

FSub 7 = ------------------------------------------

Country A = --------

Country B = -----------------------------

Country C = ------------------

Country D = -----------------------

State A = --------------

Stockholder 1 = ----------------------------------

Stockholder 2 = ------------------------------

Stockholder 3 = --------------------

Regulators = ----------------------------------------------------
PLR-129639-13 4

Business A = ---------------------------------------------------------------------------------
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Business B = ---------------------------------------------------------------------------------
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Business C = ---------------------------------------------------------------------------------
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Business D = ---------------------------------------------------------------------------------
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Segment 1 = ---------------------------------------------------------------------------------
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Segment 2 = ----------------------------------------------

Date 1 = ---------------

Date 2 = ------------

Date 3 = ------------

Date 4 = ------------

Date 5 = -------------

Date 6 = -------------

Date 7 = -------------

Date 8 = -------------

Date 9 = -------------

Date 10 = -------------

Date 11 = -------------

Date 12 = -------------
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Date 13 = ---------------

Date 14 = ---------------

Date 15 = ---------------

Date 16 = ---------------

Date 17 = ---------------

Date 18 = ---------------

Date 19 = ---------------

Date 20 = ---------------

Date 21 = ---------------

Date 22 = ------------

Ongoing Agreements = ---------------------------------------------------------------------------------
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a = ----

b = ------

c = ----

d = --------

e = --------

f = ---------------
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g = ----------------

h = ----------------------------------

i = --

j = ----

k = --

l = --

Dear --------------------:

This letter responds to your June 28, 2013 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 Distributions 1 through 16) which occurred as part of the Proposed
Transactions (described below) for which qualification under sections 355 or
368(a)(1)(D) of the Internal Revenue Code (the “Code”) is sought : (i) satisfied the
business purpose requirement of § 1.355-2(b); (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 section 355(a)(1)(B) and § 1.355-2(d)); 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 section 355(e)(2)(A)(ii) and
§ 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 1 and Segment 2), Business B, Business C, and Business
PLR-129639-13 7

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 1,
Stockholder 2 and Stockholder 3 (owning a%, b%, and c% of Parent Common Stock
respectively), owns more than 5 percent of its stock. Stockholder 1, Stockholder 2 and
Stockholder 3 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 2 and Sub 3. Sub 2 owned all the outstanding
interests in FSub 1, a Country A corporation, and Sub 3 owned all the outstanding stock
of Sub 4. Sub 4 owned all the outstanding stock of Sub 5, which, in turn, owned all the
outstanding stock of Sub 6, Sub 7, Sub 8, and Sub 9. Sub 6 owned all the outstanding
interests in FSub 2, a Country B corporation. Sub 9 owned all the outstanding stock of
Sub 10, Sub 11, and Sub 12. Sub 10 owned all the outstanding stock of Sub 13. Sub
13 owned d% and Sub 3 owned e% of Sub 14. Sub 14 owned all the outstanding
interest in FSub 3, a Country C corporation. FSub 3 owned all the outstanding interest
in FSub 5, a Country C corporation, and FSub 6, 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 1 from Segment 2,
Business B, Business C and Business D (a) to allow management of each of Parent
and Sub 1 to focus on its core business or businesses without distraction; (b) to
enhance and align the equity-based compensation programs of Parent and Sub 1 with
performance related solely to its business or businesses; (c) to provide Parent and Sub
1 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 1
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”):

(1) On Date 1, Parent formed Sub 1, under the laws of State A.
PLR-129639-13 8

(2)       On Date 2, Sub 6 formed Sub 15, a limited liability company formed under

the laws of State A. Effective Date 2, Sub 15 elected, under § 301.7701-3(c), to be
treated as a corporation for U.S. federal income tax purposes.

(3) On Date 3, Sub 3 formed Sub 16 under the laws of State A.

(4) On Date 3, Sub 3 formed Sub 17 under the laws of State A.

(5) On Date 4, FSub 3 formed FSub 7, under the laws of Country C.

(6)        On Date 5, Sub 6 distributed all of the stock of FSub 2 to Sub 5

(“Distribution 1”).

(7)      An election was made under § 301.7701-3(c) to treat FSub 2 as an entity

disregarded as separate from its sole owner for U.S. federal income tax purposes as of
Date 6 (“FSub 2 Election”).

(8) On Date 5, Sub 6 contributed its Segment 1 product line to Sub 15
(“Contribution A”).

(9) On Date 7, Sub 6 distributed all of the membership interests of Sub 15 to
Sub 5 (“Distribution 2”).

(10) On Date 7, immediately following Distribution 2, Sub 5 distributed all of the
membership interests of Sub 15 to Sub 4 (“Distribution 3”).

(11) On Date 7, immediately following Distribution 3, Sub 4 distributed all of the
membership interests of Sub 15 to Sub 3 (“Distribution 4”).

(12) On Date 7, immediately following Distribution 4, Sub 3 distributed all of the
membership interests of Sub 15 to Parent (“Distribution 5”).

(13) On Date 7, Parent contributed all of the membership interests of Sub 15 to
Sub 1 (“Contribution B”).

(14)      Sub 15 elected under § 301.7701-3(c) to be treated as an entity

disregarded as separate from its owner for U.S. federal income tax purposes effective
Date 8, at least one day after Date 7 (“Sub 15 Election”, and collectively with
Contribution B, the “Sub 15 Restructuring”).

(15) On Date 9, Sub 2 sold all of the stock of FSub 1 to FSub 3 for $f (“Cash
Consideration”), an amount equal to the fair market value of the transferred stock (the
“FSub 1 Sale”).

(16) Effective Date 10, which is at least one day after Date 9, FSub 1 elected
under § 301.7701-3(c) to be treated as an entity disregarded as separate from its owner
PLR-129639-13 9

for U.S. federal income tax purposes (the “FSub 1 Election”, and collectively with the
FSub 1 Sale, the “FSub 3 Restructuring”).

(17) On Date 11, FSub 3 contributed all of the stock of FSub 4, FSub 5, and
FSub 6 to FSub 7 in exchange for FSub 7's equity interest and the assumption by FSub
7 of certain FSub 3 liabilities (“Contribution C”).

(18)       On Date 12, FSub 3 distributed all of the stock of FSub 7 to Sub 14

(“Distribution 6”).

(19) On Date 13, Sub 14 distributed a portion of the stock of FSub 7 to Sub 13
solely in exchange for all the Sub 14 stock held by Sub 13 and the remaining FSub 7
stock to Sub 3 (“Distribution 7”).

(20)       On Date 14, Sub 9 distributed all of the stock of Sub 11 and Sub 12 to Sub

5 (“Distribution 8” and “Distribution 9” respectively).

(21)      On Date 15, Sub 5 distributed all of the stock of Sub 7, Sub 8, and Sub 9

to Sub 4 (“Distribution 10”, “Distribution 11”, and “Distribution 12” respectively).

(22)       On Date 15, immediately following Distributions 10, 11 and 12, Sub 4

distributed all of the stock of Sub 7, Sub 8, and Sub 9 to Sub 3 (“Distribution 13”,
“Distribution 14”, and “Distribution 15” respectively).

(23) On Date 16, Sub 3 contributed all of the stock of Sub 7 to Sub 17
(“Contribution D”).

(24)         On Date 17, Sub 7 converted under the laws of State A to become a

limited liability company (the “Sub 7 Conversion”, and collectively with Contribution D,
the “Sub 7 Restructuring”).

(25) On Date 18, Sub 3 contributed all of the stock it held of FSub 7, Sub 8,
Sub 9, and Sub 16 to Sub 17 (“Contribution E”).

(26) On Date 19, Sub 3 distributed all of the stock of Sub 17 to Parent
(“Distribution 16”).

(27) On Date 19, following Distribution 16, Parent contributed all the stock of
Sub 17 to Sub 1 (the “External Contribution”).

(28) On Date 20, in connection with the External Contribution, Sub 1 borrowed
$g on its own account under credit facilities with unrelated financial institutions (the “Sub
1 External Borrowing”).

(29) On Date 20, following the Sub 1 External Borrowing, Sub 1 distributed the
proceeds from the Sub 1 External Borrowing to Parent (the “Special Distribution”), who
PLR-129639-13 10

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.

(30)       On Date 20, in connection with the External Contribution, following the

distribution of the Special Distribution, Sub 1 recapitalized issuing h additional shares of
Sub 1 common stock to Parent, in order to facilitate the External Distribution (as defined
below).

(31) Following Step 30, at the close of business of Date 20, Parent distributed
pro rata all of the non-Restricted Stock of Sub 1 to the Parent Stockholders (the
“External Distribution”). Parent did not issue any fractional shares of Sub 1 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 1 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 1
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 1 from Business A, (ii) a Tax Matters Agreement which
governs the rights, responsibilities, and obligations of Parent and Sub 1 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 1, Parent and Sub 1 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 11

Parent to Sub 1 or Sub 1 to Parent pursuant to the Contingent Liability Arrangements,
the total cash that Parent received from Sub 1 for such items is less than the total cash
that Parent transferred to Sub 1 pursuant to such items. A Net Excess exists if taking
into account all transfers of cash from Parent to Sub 1 or Sub 1 to Parent pursuant to
the Contingent Liability Arrangements, the total cash that Parent received from Sub 1
for such items exceeds the total cash that Parent transferred to Sub 1 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 1 and its subsidiaries, or vice versa, for an interim period
not to exceed i years while Sub 1 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 1 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 1 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 1 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 §§ 1.367(a)-
8(k) and 1.367(a)-8(c)(5), 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 § 1.367(a)-

Additionally, Parent will comply with the notification requirements of § 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 12

                                   Distribution 1

The following representations have been made regarding Distribution 1:

(2a) Any indebtedness owed by FSub 2 to Sub 6 after Distribution 1 did not
constitute stock or securities.

(2b) No part of the consideration distributed by Sub 6 in Distribution 1 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 6.

(2c) The distribution of the FSub 2 stock to Sub 5 in Distribution 1 was with
respect to Sub 5’s ownership of its Sub 6 stock.

(2d)      The five years of financial information submitted on behalf of Sub 6 with

respect to Segment 2 is representative of the operations of Sub 6 as of Date 21, 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 2 with

respect to Segment 2 is representative of the operations of FSub 2 as of Date 21, 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 2 conducted by Sub 6 nor control of an entity conducting

this business was acquired during the five-year period ending on the date of Distribution
1 in a transaction in which gain or loss was recognized (or treated as recognized) in
whole or in part.

(2g) Neither Segment 2 conducted by FSub 2 nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 1 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 2 Election, following Distribution 1, Sub 6 and
FSub 2 each has continued, and each will continue, the active conduct of Segment 2
independently and with its own separate employees.

(2i) Distribution 1 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 1 was not used principally as a device for the distribution of
the earnings and profits of Sub 6 or FSub 2 or both.
PLR-129639-13 13

(2k)      For purposes of section 355(d), immediately after Distribution 1, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 6 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 6 stock, that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 1.

(2l)         For purposes of section 355(d), immediately after Distribution 1, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of FSub 2 stock entitled to vote, or 50% or
more of the total value of shares of all classes of FSub 2 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 1
or (ii) attributable to distributions on Sub 6 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 1.

(2m)       No intercorporate debt existed between Sub 6 (or any entity controlled

directly or indirectly by Sub 6) and FSub 2 at the time of, or after, Distribution 1, other
than obligations arising in the ordinary course of business.

(2n)      Immediately before Distribution 1, items of income, gain, loss, deduction

and credit were taken into account as required by the applicable intercompany
transaction regulations (see §§ 1.1502-13 and 1.1502-14 as in effect before the
publication of T.D. 8597, 1995-2 C.B. 147, and as currently in effect; § 1.1502-13 as
published by T.D. 8597).

(2o)       Payments made in connection with all continuing transactions, if any,

between Sub 6 and FSub 2 will be for fair market value based on terms and conditions
arrived at by the parties bargaining at arm's length.

(2p)       Distribution 1 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 6 or FSub 2 (including any predecessor or successor of Sub 6 or
FSub 2).

 (2q)      Immediately following Distribution 1 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 1 or
(ii) neither Sub 6 nor FSub 2 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).
PLR-129639-13 14

(2r)     Each of the parties to Distribution 1 paid its own expenses, if any, incurred

in connection with Distribution 1.

(2s) The notice requirements of § 1.367(b)-1(c)(1) will be met with respect to
Distribution 1.

(2t) FSub 2 was a controlled foreign corporation, within the meaning of section
957(a), immediately before and after Distribution 1.

(2u) Sub 5 was a section 1248 shareholder (as defined in § 1.1248(f)-1(c)(12))
with respect to FSub 2 immediately after Distribution 1 (§ 1.1248(f)-2(b)).

(2v) Distribution 1 was an existing stock distribution (as defined in § 1.1248(f)-
1(b)(2)) to which Sub 6 and Sub 5 will elect to apply the provisions of § 1.1248(f)-2(b) in
accordance with § 1.1248(f)-2(b)(1).

(2w) Sub 6 and Sub 5 will file the statement required under § 1.1248(f)-
2(b)(1)(i) and will enter into the written agreement required under § 1.1248(f)-2(b)(1)(ii)
with respect to Distribution 1.

(2x)      Immediately after Distribution 1, Sub 5, for purposes of section 1248 and

in accordance with § 1.1248(f)-2(b)(2), adjusted its holding period in each share of stock
of FSub 2 received in Distribution 1 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 1. Sub 5, in
accordance with § 1.1248(f)-2(b)(3), reduced its section 358 basis (as defined in
§ 1.1248(f)-1(c)(7)) in each share of stock of FSub 2 received in Distribution 1 to the
extent that Sub 6's section 1248 amount (as defined in § 1.1248(f)-1(c)(9)) with respect
to the share exceeds Sub 5's post-distribution amount (as defined in § 1.1248(f)-1(c)(6))
with respect to the share.

(2y)      FSub 2 was not a passive foreign investment company within the meaning

of section 1297(a) immediately before or after Distribution 1.

(2z)      FSub 2 did not hold any United States real property interests, as defined

in section 897(c)(1), immediately before or after Distribution 1.

                                  FSub 2 Election

The following representations have been made regarding FSub 2 Election:

(3a)      Sub 5, on the day before the effective date of the FSub 2 Election, was the

owner of 100 percent of the single outstanding class of FSub 2 stock and FSub 2 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 15

(3b) No shares of FSub 2 have been redeemed during the three years
preceding the date of the FSub 2 Election, and any intercompany gain previously
realized with respect to the stock of FSub 2 or with respect to an asset to which FSub 2
stock is a successor asset (within the meaning of § 1.1502-13)(2)), and not previously
taken into account, was taken into account immediately before the FSub 2 Election.

(3c) All distributions deemed to occur from FSub 2 to Sub 5 pursuant to the
FSub 2 Election occurred on the effective date of the FSub 2 Election.

(3d) All distributions deemed to occur from FSub 2 to Sub 5 pursuant to the
FSub 2 Election were with respect to its ownership of FSub 2 stock.

(3e) On the effective date of FSub 2 Election, FSub 2 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 2 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 2 Election.

(3g) No assets of FSub 2 had been, or will be, disposed of by FSub 2 or Sub 5,
except for dispositions in the ordinary course of business and dispositions occurring
more than three years prior to the effective time of the FSub 2 Election.

(3h)      The deemed liquidation of FSub 2 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 2, if persons holding, directly or indirectly, more than 20
percent in value of the FSub 2 stock also hold, directly or indirectly, more than 20
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
section 318(a) as modified by section 304(c)(3).

(3i)      Prior to the effective time of the FSub 2 Election, no assets of FSub 2 had

been distributed in kind, transferred, or sold to Sub 5, 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 2 Election.

(3j) There was no plan or intention and continues to be no plan or intention to
undertake any action (e.g., an election to be treated as an association taxable as a
corporation for U.S. federal income tax purposes under § 301.7701-3, etc.), and no
other circumstances will exist, following the FSub 2 Election, that will prevent FSub 2
from being disregarded as an entity separate from Sub 5 for U.S. federal income tax
purposes under §§ 301.7701-2 and 301.7701-3.
PLR-129639-13 16

(3k) The fair market value of the assets of FSub 2 exceeded its liabilities,
immediately prior to the time the FSub 2 Election was effective.

(3l)     The aggregate fair market value of the assets of FSub 2 exceeded the

aggregate tax basis on its assets, immediately prior to the time the FSub 2 Election was
effective.

(3m) There is no intercorporate debt existing between Sub 5 and FSub 2 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 2 Election.

(3n) Sub 5 was not and continues to not be an organization that is exempt from
U.S. federal income tax under section 501 or another provision of the Code.

(3o)      All other transactions undertaken contemporaneously with, in anticipation

of, in conjunction with, or in any way related to the FSub 2 Election have been fully
disclosed.

(3p)       FSub 2 was an “eligible entity” within the meaning of § 301.7701-3. No

prior election under § 301.7701-3 to change the classification of FSub 2, excluding any
election made on the formation of FSub 2, was made within the sixty-month period
preceding the effective date of the FSub 2 Election.

(3q) FSub 2 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 § 301.7701-3(g)(2)(ii), other than the actual filing of the FSub 2 Election.

(3r)      With respect to the FSub 2 Election: (i) the notice requirements of

§ 1.367(b)-1(c)(1) will be met; (ii) FSub 2 did not distribute any U.S. real property
interests (as defined in § 1.897-1(c)); and (iii) Sub 5 includes in income as a deemed
dividend the all earnings and profits amount with respect to its stock of FSub 2 in
accordance with § 1.367(b)- 3(b)(3).

(3s) The all earnings and profits amount (as defined in § 1.367(b)-2(d)) and the
section 1248 amount (as defined in § 1.367(b)-2(c)) with respect to the stock of FSub 2
are equal to one another.

                        Contribution A and Distribution 2

The following representations have been made regarding Contribution A and
Distribution 2:

(4a) No part of the consideration distributed by Sub 6 in Distribution 2 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 6.
PLR-129639-13 17

(4b) The distribution of Sub 15 membership interests to Sub 5 in Distribution 2
was with respect to its ownership of Sub 6 stock.

(4c) Any money, property, or stock contributed by Sub 6 to Sub 15 in
Contribution A was exchanged solely for membership interests or securities in Sub 15.

(4d) The five years of financial information submitted on behalf of Sub 6 with
respect to Segment 2 is representative of the operation of Sub 6 as of Date 21, 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 15 with

respect to Segment 1 is representative of the operation of Sub 15 as of Date 21, 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 2 conducted by Sub 6 nor control of an entity conducting

this business was acquired during the five-year period ending on the date of Distribution
2 in a transaction in which gain or loss was recognized (or treated as recognized) in
whole or in part.

(4g) Neither Segment 1 conducted by Sub 15 (following Contribution A) nor
control of an entity conducting this business was acquired during the five-year period
ending on the date of Distribution 2 in a transaction in which gain or loss was
recognized (or treated as recognized) in whole or in part.

(4h)       Following Distribution 2, Sub 6 and Sub 15 each has continued, and each

will continue, the active conduct of Segment 2 and Segment 1, respectively,
independently and with its own separate employees.

(4i) Distribution 2 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 2 was not used principally as a device for the distribution of
the earnings and profits of Sub 6 or Sub 15 or both.

(4k)      The total adjusted basis and the fair market value of the assets transferred

to Sub 15 in Contribution A exceeded the sum of (i) the total liabilities assumed (within
the meaning of section 357(d)) (if any) by Sub 15, (ii) the amount of any liabilities (if
any) owed to Sub 15 by Sub 6 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 section 361(b)) (if any) received by Sub 6 in
connection with the exchange. The fair market value of the assets of Sub 15 exceeded
the amount of its liabilities immediately after Contribution A.
PLR-129639-13 18

(4l) The liabilities (if any) assumed (within the meaning of section 357(d)) by
Sub 15 in Contribution A were incurred in the ordinary course of business and were
associated with the assets transferred to Sub 15 in Contribution A.

(4m) No property was transferred by Sub 6 to Sub 15 for which an investment
credit allowed under section 46 has been or will be claimed.

(4n) The aggregate fair market value of the assets transferred to Sub 15 in
Contribution A equaled or exceeded the aggregate adjusted basis of these assets.

(4o)      For purposes of section 355(d), immediately after Distribution 2, no person

(4p)       For purposes of section 355(d), immediately after Distribution 2, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 15 membership interests entitled to
vote, or 50% or more of the total value of shares of all classes of Sub 15 membership
interests, that was either (i) acquired by purchase (as defined in section 355(d)(5) and
(8)) during the five-year period (determined after applying section 355(d)(6)) ending on
the date of Distribution 2 or (ii) attributable to distributions on Sub 6 stock that was
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 2.

(4q)        No intercorporate debt existed between Sub 6 and Sub 15 at the time of,

or after, Distribution 2.

(4r) No two parties to the transaction are investment companies as defined in
section 368(a)(2)(F)(iii) and (iv).

(4s)      Immediately before Distribution 2, items of income, gain, loss, deduction

(4t)       Payments made in connection with all continuing transactions, if any,

between Sub 6 and Sub 15 will be for fair market value based on terms and conditions
arrived at by the parties bargaining at arm's length.
PLR-129639-13 19

(4u)       Distribution 2 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 6 or Sub 15 (including any predecessor or successor of Sub 6 or Sub
15).

 (4v)      Immediately following Distribution 2 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 2 or
(ii) neither Sub 6 nor Sub 15 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(4w)     Each of the parties to Distribution 2 paid its own expenses, if any, incurred

in connection with Distribution 2.

                                   Distribution 3

The following representations have been made regarding Distribution 3:

(5a) Any indebtedness owed by Sub 15 to Sub 5 after Distribution 3 did not
constitute stock or securities.

(5b) No part of the consideration distributed by Sub 5 in Distribution 3 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 5.

(5c) The distribution of Sub 15 membership interests to Sub 4 in Distribution 3
was with respect to its ownership of Sub 5 stock.

(5d) Sub 5 treated all members of its respective separate affiliated group
(SAG) (as defined in section 355(b)(3)(B)) as one corporation in determining whether it
met the requirements of section 355(b)(2)(A) regarding the active conduct of a trade or
business.

(5e)     The five years of financial information submitted on behalf of the Sub 5

SAG with respect to Business D is representative of the operations of the Sub 5 SAG as
of Date 21, 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 15 with
respect to Segment 1 is representative of the operations of Sub 15 as of Date 21, 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 20

(5g) Neither Business D conducted by the Sub 5 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 3 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(5h) Neither Segment 1 conducted by Sub 15 nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 3 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(5i) Following Distribution 3, the Sub 5 SAG has continued, and will continue,
the active conduct of Business D independently and with its own separate employees.

(5j)     Following Distribution 3, Sub 15 has continued, and will continue, the

active conduct of Segment 1, independently and with its own separate employees.

(5k) Distribution 3 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 3 was not used principally as a device for the distribution of
the earnings and profits of Sub 5 or Sub 15 or both.

(5m)      For purposes of section 355(d), immediately after Distribution 3, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 5 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 5 stock, that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 3.

(5n)       For purposes of section 355(d), immediately after Distribution 3, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 15 membership interests entitled to
vote, or 50% or more of the total value of shares of all classes of Sub 15 membership
interests, that was either (i) acquired by purchase (as defined in section 355(d)(5) and
(8)) during the five-year period (determined after applying section 355(d)(6)) ending on
the date of Distribution 3 or (ii) attributable to distributions on Sub 5 stock that was
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 3.

(5o)       No intercorporate debt existed between Sub 5 (or any entity controlled

directly or indirectly by Sub 5) and Sub 15 at the time of, or after, Distribution 3, other
than obligations arising in the ordinary course of business.
PLR-129639-13 21

(5p)      Immediately before Distribution 3, items of income, gain, loss, deduction

(5q) Payments made in connection with all continuing transactions, if any,
between Sub 5 and its subsidiaries and Sub 15 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(5r)       Distribution 3 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 5 or Sub 15 (including any predecessor or successor of Sub 5 or Sub
15).

 (5s)      Immediately following Distribution 3 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 3 or
(ii) neither Sub 5 nor Sub 15 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(5t)     Each of the parties to Distribution 3 paid its own expenses, if any, incurred

in connection with Distribution 3.

                                   Distribution 4

The following representations have been made regarding Distribution 4:

(6a) Any indebtedness owed by Sub 15 to Sub 4 after Distribution 4 did not
constitute stock or securities.

(6b) No part of the consideration distributed by Sub 4 in Distribution 4 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 4.

(6c) The distribution of Sub 15 membership interests to Sub 3 in Distribution 4
was with respect to its ownership of Sub 4 stock.

(6d) Sub 4 treated all members of its SAG (as defined in section 355(b)(3)(B))
as one corporation in determining whether it met the requirements of section
355(b)(2)(A) regarding the active conduct of a trade or business.
PLR-129639-13 22

(6e)     The five years of financial information submitted on behalf of the Sub 4

SAG with respect to Business C is representative of the operations of the Sub 4 SAG as
of Date 21, 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 15 with
respect to Segment 1 is representative of the operations of Sub 15 as of Date 21, 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 4 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 4 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(6h) Neither Segment 1 conducted by Sub 15 nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 4 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 4 SAG has continued, and will continue,
the active conduct of Business C independently and with its own separate employees.

(6j)     Following the distribution, Sub 15 has continued, and will continue, the

active conduct of Segment 1, independently and with its own separate employees.

(6k) Distribution 4 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 4 was not used principally as a device for the distribution of
the earnings and profits of Sub 4 or Sub 15 or both.

(6m)      For purposes of section 355(d), immediately after Distribution 4, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 4 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 4 stock, that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 4.

(6n)       For purposes of section 355(d), immediately after Distribution 4, no person

(8)) during the five-year period (determined after applying section 355(d)(6)) ending on
the date of Distribution 4 or (ii) attributable to distributions on Sub 4 stock that was
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 4.

(6o)       No intercorporate debt existed between Sub 4 (or any entity controlled

directly or indirectly by Sub 4) and Sub 15 at the time of, or after, Distribution 4, other
than obligations arising in the ordinary course of business.

(6p)      Immediately before Distribution 4, items of income, gain, loss, deduction

(6q) Payments made in connection with all continuing transactions, if any,
between Sub 4 and its subsidiaries and Sub 15 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(6r)       Distribution 4 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 4 or Sub 15 (including any predecessor or successor of Sub 4 or Sub
15).

 (6s)      Immediately following Distribution 4 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 4 or
(ii) neither Sub 4 nor Sub 15 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(6t)     Each of the parties to Distribution 4 paid its own expenses, if any, incurred

in connection with Distribution 4.

                                    Distribution 5

The following representations have been made regarding Distribution 5:

(7a) Any indebtedness owed by Sub 15 to Sub 3 after Distribution 5 did not
constitute stock or securities.
PLR-129639-13 24

(7b) No part of the consideration distributed by Sub 3 in Distribution 5 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 3.

(7c) The distribution of Sub 15 membership interests to Parent in Distribution 5
was with respect to its ownership of Sub 3 stock.

(7d) Sub 3 treated all members of its SAG (as defined in section 355(b)(3)(B))
as one corporation in determining whether it met the requirements of section
355(b)(2)(A) regarding the active conduct of a trade or business.

(7e)     The five years of financial information submitted on behalf of the Sub 3

SAG with respect to Business C is representative of the operations of the Sub 3 SAG as
of Date 21, 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 15 with

respect to Segment 1 is representative of the operations of Sub 15 as of Date 21, 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 3 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 5 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(7h) Neither Segment 1 conducted by Sub 15 nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 4 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(7i) Following Distribution 5, the Sub 3 SAG has continued, and will continue,
the active conduct of Business C, independently and with its own separate employees.

(7j)     Following Distribution 5, Sub 15 has continued, and will continue, the

active conduct of Segment 1, independently and with its own separate employees.

(7k) Distribution 5 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 5 was not used principally as a device for the distribution of
the earnings and profits of Sub 3 or Sub 15 or both.

(7m) For purposes of section 355(d), immediately after Distribution 5, no person
(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
PLR-129639-13 25

total combined voting power of all classes of Sub 3 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 3 stock, that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 5.

(7n)       For purposes of section 355(d), immediately after Distribution 5, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 15 membership interests entitled to
vote, or 50% or more of the total value of shares of all classes of Sub 15 membership
interests, that was either (i) acquired by purchase (as defined in section 355(d)(5) and
(8)) during the five-year period (determined after applying section 355(d)(6)) ending on
the date of Distribution 5 or (ii) attributable to distributions on Sub 3 stock that was
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 5.

(7o)       No intercorporate debt existed between Sub 3 (or any entity controlled

directly or indirectly by Sub 3) and Sub 15 at the time of, or after, Distribution 5, other
than obligations arising in the ordinary course of business.

(7p)      Immediately before Distribution 5, items of income, gain, loss, deduction

(7q) Payments made in connection with all continuing transactions, if any,
between Sub 3 and its subsidiaries and Sub 15 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(7r)       Distribution 5 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 3 or Sub 15 (including any predecessor or successor of Sub 3 or Sub
15).

 (7s)      Immediately following Distribution 5 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 5 or
(ii) neither Sub 3 nor Sub 15 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(7t)     Each of the parties to Distribution 5 paid its own expenses, if any, incurred

in connection with Distribution 5.
PLR-129639-13 26

                                Sub 15 Restructuring

The following representations have been made regarding Sub 15 Restructuring:

(8a) Immediately prior to Contribution B, Sub 1 had no assets or liabilities.

(8b) The fair market value of the Sub 1 stock received by Parent was
approximately equal to the fair market value of the Sub 15 membership interests
surrendered in exchange therefor.

(8c) Immediately following consummation of the Sub 15 Restructuring, Parent
owned all of the outstanding Sub 1 stock and owned such stock solely by reason of its
ownership of Sub 15 membership interests immediately prior to the Sub 15
Restructuring.

(8d)       Immediately following consummation of the Sub 15 Restructuring and

prior to the External Contribution, Sub 1 possessed the same assets and liabilities as
those possessed by Sub 15 immediately prior to the Sub 15 Restructuring (other than
any cash used to pay expenses incurred in connection with the Sub 15 Restructuring
and assets distributed to Sub 1).

(8e) Sub 1 has not issued nor has any plan or intention to issue additional
shares of its stock following the Sub 15 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 15, if any, immediately preceding the Sub 15
Restructuring, in the aggregate, constituted less than 1% of the net assets of Sub 15.
There were no dissenting shareholders.

(8g) At the time of the Sub 15 Restructuring, Sub 15 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 15.

(8h) Except in connection with the Proposed Transactions, Sub 1 has not
reacquired nor has a plan or intention to reacquire any of the Sub 1 stock issued in the
Sub 15 Restructuring.

(8i) The liabilities of Sub 15 assumed or treated as assumed (within the
meaning of section 357(d)) by Sub 1 plus the liabilities, if any, to which the transferred
assets were subject were incurred by Sub 15 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 15 Restructuring.
PLR-129639-13 27

(8k) Sub 15 was not under the jurisdiction of a court in a Title 11 or similar
case within the meaning of section 368(a)(3)(A).

(8l)       Sub 15 was an “eligible entity” within the meaning of § 301.7701-3. No

prior election under § 301.7701-3 to change the classification of Sub 15, excluding any
election made on the formation of Sub 15, was made within the sixty-month period
preceding the effective date of the Sub 15 Election.

(8m) Sub 15 was an “eligible entity” within the meaning of § 301.7701-3 on
Date 2.

(8n) There was no plan or intention and continues to be no plan or intention to
undertake any action (e.g., an election to be treated as an association taxable as a
corporation for U.S. federal income tax purposes under § 301.7701-3, etc.), and no
other circumstances will exist, following the Sub 15 Election, that will prevent Sub 15
from being disregarded as an entity separate from Sub 1 for U.S. federal income tax
purposes under §§ 301.7701-2 and 301.7701-3.

(8o) Sub 15 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 § 301.7701-3(g)(2)(ii), prior to Date 8, if at all.

                               FSub 3 Restructuring

The following representations have been made regarding FSub 3 Restructuring:

(9a) Immediately prior to the FSub 1 Sale, Sub 2’s basis in the FSub 1 stock
surrendered in the exchange was greater than its fair market value.

(9b) The Cash Consideration was equal to the fair market value of the FSub 1
stock surrendered in the exchange.

(9c) Other than as provided by operation of § 1.368-2(l) with respect to the
nominal share deemed issued, there was and continues to be no plan or intention by
Sub 2 to sell, exchange or otherwise dispose of shares of FSub 3 stock deemed
received in the FSub 3 Reorganization, defined below.

(9d)      All of the proprietary interest in FSub 1 was preserved (within the meaning

of § 1.368-1(e)(1)).

(9e) There was and continues to be no plan or intention by Sub 14 to sell,
exchange or otherwise dispose of any interests in FSub 3.

(9f) FSub 3 acquired at least 90% of the fair market value of the net assets
and at least 70% of the fair market value of the gross assets held by FSub 1
immediately prior to the FSub 3 Restructuring. For purposes of this representation,
PLR-129639-13 28

amounts used by FSub 1 to pay its expenses incurred in connection with the FSub 3
Restructuring, if any, and all redemptions and distributions (except for regular, normal
dividends) made by FSub 1 immediately preceding the FSub 3 Restructuring were
included as assets of FSub 1 held immediately prior to the FSub 3 Restructuring.

(9g) The Cash Consideration was solely with respect to the FSub 1 stock Sub
2 sold to FSub 3.

(9h) Sub 2 used the Cash Consideration in its internal operations as the
holding company of subsidiaries conducting Business B, Business C and Business D.

(9i) After the FSub 3 Restructuring, Sub 2 was in control of FSub 3 within the
meaning of section 368(a)(2)(H).

(9j) Neither FSub 3 nor any person related to FSub 3 (within the meaning of
§ 1.368- 1(e)(3)) had or has any plan or intention to reacquire any stock of FSub 3
deemed issued in the FSub 3 Reorganization.

(9k) FSub 3 has no plan or intention to sell or otherwise dispose of any of the
assets of FSub 1 acquired in the FSub 3 Restructuring, except for dispositions made in
the ordinary course of business.

(9l) The liabilities (if any) assumed (as determined under section 357(d)) by
FSub 3 were incurred in the ordinary course of its business and were associated with
the assets transferred to FSub 3 in the FSub 3 Restructuring.

(9m) Following the FSub 3 Restructuring, FSub 3 has either continued and will
continue the historic business of FSub 1 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 3 Restructuring, FSub 3 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 3 that, if exercised or converted, would affect
Sub 2’s acquisition or retention of control of FSub 3 (as defined in section 368(a)(2)(H)).

(9o) Each of the parties to the FSub 3 Restructuring paid their respective
expenses, if any, incurred in connection with the FSub 3 Restructuring.

(9p)       No intercorporate debt existed between FSub 3 (or any entity controlled

directly or indirectly by FSub 3 and its subsidiaries) and FSub 1 at the time of, or after,
the FSub 3 Restructuring.

(9q)      No two parties to the FSub 3 Restructuring are investment companies as

defined in section 368(a)(2)(F)(iii) and (iv).
PLR-129639-13 29

(9r)        The total adjusted basis and the fair market value of the assets transferred

to FSub 3 in the FSub 3 Restructuring exceeded the sum of (i) the total liabilities
assumed (within the meaning of section 357(d)) (if any) by FSub 3 and (ii) the amount of
any liabilities (if any) owed to FSub 1 by Sub 2 that are discharged or extinguished in
connection with the exchange. The fair market value of the assets of FSub 1 will
exceed the amount of its liabilities immediately after the FSub 3 Restructuring.

(9s) FSub 1 was not under the jurisdiction of a court in a Title 11 or similar
case within the meaning of section 368(a)(3)(A).

(9t)       FSub 1 was an “eligible entity” within the meaning of § 301.7701-3. No

prior election under § 301.7701-3 to change the classification of FSub 1, excluding any
election made on the formation of FSub 1, was made within the sixty-month period
preceding the effective date of the FSub 1 Election.

(9u) There was no plan or intention and continues to be no plan or intention to
undertake any action (e.g., an election to be treated as an association taxable as a
corporation for U.S. federal income tax purposes under § 301.7701-3, etc.), and no
other circumstances will exist, following the FSub 1 Election, that will prevent FSub 1
from being disregarded as an entity separate from FSub 3 for U.S. federal income tax
purposes under §§ 301.7701-2 and 301.7701-3.

(9v)      With respect to the FSub 3 Restructuring: (i) the notice requirements of

§ 1.367(b)-1(c)(1) will be met and (ii) FSub 1 did not distribute any U.S. real property
interests (as defined in § 1.897-1(c)).

                          Contribution C and Distribution 6

The following representations have been made regarding Contribution C and
Distribution 6:

(10a) No part of the consideration distributed by FSub 3 in Distribution 6 was
received by Sub 14 as a creditor, employee, or in any capacity other than that of a
shareholder of FSub 3.

(10b) The distribution of FSub 7 stock to Sub 14 in Distribution 6 was with
respect to its ownership of FSub 3 stock.

(10c) Any money, property, or stock contributed by FSub 3 to FSub 7 in
Contribution C was exchanged solely for stock or securities in FSub 7 and the
assumption of certain FSub 3 liabilities.

(10d) FSub 3 and FSub 7 will each treat all members of their respective SAG
(as defined in section 355(b)(3)(B)) as one corporation in determining whether its
PLR-129639-13 30

meeting the requirement of section 355(b)(2)(A) regarding the active conduct of a trade
or business.

(10e) The five years of financial information submitted on behalf of the FSub 3
SAG with respect to Business D is representative of the operation of the FSub 3 SAG
as of Date 21, 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 7

SAG with respect to Segment 1 is representative of the operation of the FSub 7 SAG as
of Date 21, 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 3 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 6 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(10h) Neither Segment 1 conducted by the FSub 7 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 6 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 § 1.355-3(b)(3)(ii), of
Segment 1.

(10i) Following Distribution 6, the FSub 3 SAG has continued, and will continue,
the active conduct of Business D independently and with its own separate employees.

(10j) Following Distribution 6, the FSub 7 SAG has continued, and will continue,
the active conduct of Segment 1, independently and with its own separate employees.

(10k) Distribution 6 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 6 was not used principally as a device for the distribution of
the earnings and profits of FSub 3 or FSub 7 or both.

(10m)     The total adjusted basis and the fair market value of the assets transferred

to FSub 7 in Contribution C exceeded the sum of (i) the total liabilities assumed (within
the meaning of section 357(d)) (if any) by FSub 7, (ii) the amount of any liabilities (if
any) owed to FSub 7 by FSub 3 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 § 361(b)) (if any) received by FSub 3 in
PLR-129639-13 31

connection with the exchange. The fair market value of the assets of FSub 7 will
exceed the amount of its liabilities immediately after Contribution C.

(10n) The liabilities (if any) assumed (within the meaning of section 357(d)) by
FSub 7 in Contribution C were incurred in the ordinary course of business and were
associated with the assets transferred to FSub 7 in Contribution C.

(10o) No property was transferred by FSub 3 to FSub 7 for which an investment
credit allowed under section 46 has been or will be claimed.

(10p) The aggregate fair market value of the assets transferred to FSub 7 in
Contribution C equaled or exceeded the aggregate adjusted basis of these assets.

(10q)     For purposes of section 355(d), immediately after Distribution 6, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of FSub 3 stock entitled to vote, or 50% or
more of the total value of shares of all classes of FSub 3 stock, that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 6.

(10r)        For purposes of section 355(d), immediately after Distribution 6, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of FSub 7 stock entitled to vote, or 50% or
more of the total value of shares of all classes of FSub 7 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 6
or (ii) attributable to distributions on FSub 7 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 6.

(10s)       No intercorporate debt existed between FSub 3 and FSub 7 at the time of,

or after, Distribution 6.

(10t) No two parties to the transaction are investment companies as defined in
section 368(a)(2)(F)(iii) and (iv).

(10u)     Immediately before Distribution 6, items of income, gain, loss, deduction

(10v) Payments made in connection with all continuing transactions, if any,
between FSub 3 and its subsidiaries and FSub 7 and its subsidiaries will be for fair
PLR-129639-13 32

market value based on terms and conditions arrived at by the parties bargaining at
arm's length.

(10w)      Distribution 6 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in FSub 3 or FSub 7 (including any predecessor or successor of FSub 3 or
FSub 7).

 (10x)     Immediately following Distribution 6 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 6 or
(ii) neither FSub 3 nor FSub 7 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(10y)    Each of the parties to Distribution 6 paid its own expenses, if any, incurred

in connection with Distribution 6.

(10z) FSub 3 was, and both FSub 3 and FSub 7 are, a controlled foreign
corporation within the meaning of section 957(a), immediately before and after
Contribution C and Distribution 6.

(10aa)   At all times before and immediately after Contribution C and Distribution 6,

neither FSub 3 nor FSub 7 was a passive foreign investment company within the
meaning of section 1297(a).

(10bb)     FSub 3's transfer of assets to FSub 7 in actual or constructive exchange

for FSub 7 stock in Contribution C is not an exchange described in §§ 1.367(b)-
4(b)(1)(i), 1.367(b)-4(b)(2)(i) or 1.367(b)-4(b)(3).

(10cc) The notice requirements of § 1.367(b)-1(c) will be satisfied for
Contribution C and Distribution 6.

(10dd)    Sub 14 was a section 1248 shareholder within the meaning of § 1.367(b)-

2(b), with respect to FSub 3 immediately before Distribution 6, and with respect to each
of FSub 3 and FSub 7 immediately after Distribution 6.

(10ee)    FSub 7 did not hold any United States real property interests, as defined

in section 897(c)(1), immediately before or after Distribution 6.

                                   Distribution 7

The following representations have been made regarding Distribution 7:
PLR-129639-13 33

(11a) Any indebtedness owed by FSub 7 to Sub 14 after Distribution 7 did not
constitute stock or securities.

(11b)      The fair market value of the FSub 7 stock received by Sub 13 was

approximately equal to the fair market value of the Sub 14 stock surrendered by Sub 13
in Distribution 7.

(11c) No part of the consideration distributed by Sub 14 in Distribution 7 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 14.

(11d)     The distribution of FSub 7 stock to Sub 3 and Sub 13 in Distribution 7 was

with respect to the respective ownership of Sub 14 stock by each of Sub 3 and Sub 13.

(11e) Sub 14 and FSub 7 each treated all members of their respective SAG (as
defined in section 355(b)(3)(B)) as one corporation in determining whether it met the
requirements of section 355(b)(2)(A) regarding the active conduct of a trade or
business.

(11f) The five years of financial information submitted on behalf of the Sub 14
SAG with respect to Business D is representative of the operations of the Sub 14 SAG
as of Date 21, 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 7
SAG with respect to Segment 1 is representative of the operations of FSub 7 SAG as of
Date 21, 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 14 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 7 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(11i) Neither Segment 1 conducted by the FSub 7 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 7 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 § 1.355-3(b)(3)(ii), of
Segment 1.

(11j) Following Distribution 7, the Sub 14 SAG has continued, and will continue,
the active conduct of Business D independently and with its own separate employees.
PLR-129639-13 34

(11k) Following Distribution 7, the FSub 7 SAG has continued, and will continue,
the active conduct of Segment 1, independently and with its own separate employees.

(11l) Distribution 7 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 7 was not used principally as a device for the distribution of
the earnings and profits of Sub 14 or FSub 7 or both.

(11n)     For purposes of section 355(d), immediately after Distribution 7, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 14 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 14 stock, that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 7.

(11o)        For purposes of section 355(d), immediately after Distribution 7, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of FSub 7 stock entitled to vote, or 50% or
more of the total value of shares of all classes of FSub 7 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 7
or (ii) attributable to distributions on Sub 14 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 7.

(11p)      No intercorporate debt existed between Sub 14 (or any entity controlled

directly or indirectly by Sub 14) and FSub 7 (or any entity controlled directly or indirectly
by FSub 7) at the time of, or after, Distribution 7, other than obligations arising in the
ordinary course of business.

(11q)     Immediately before Distribution 7, items of income, gain, loss, deduction

(11r) Payments made in connection with all continuing transactions, if any,
between Sub 14 and its subsidiaries and FSub 7 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 7 is not part of a plan or series of related transactions (within
the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
PLR-129639-13 35

indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 14 or FSub 7 (including any predecessor or successor of Sub 14 or
FSub 7).

 (11t)     Immediately following Distribution 7 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 7 or
(ii) neither Sub 14 nor FSub 7 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(11u)    Each of the parties to Distribution 7 paid its own expenses, if any, incurred

in connection with Distribution 7.

(11v) The notice requirements of § 1.367(b)-1(c)(1) will be met with respect to
Distribution 7.

(11w) FSub 7 was a controlled foreign corporation, within the meaning of section
957(a), immediately before and after Distribution 7.

(11x) Sub 3 and Sub 13 were section 1248 shareholders, within the meaning of
§ 1.367(b)-2(b), with respect to FSub 7 immediately after Distribution 7 (§ 1.1248(f)-
2(b)).

 (11y)     Distribution 7 was an existing stock distribution (as defined in § 1.1248(f)-

1(b)(2)) to which Sub 13, Sub 14, and Sub 3 will elect to apply the provisions of
§ 1.1248(f)-2(b) in accordance with § 1.1248(f)-2(b)(1). Sub 13, Sub 14, and Sub 3 will
file the statement required under § 1.1248(f)-2(b)(1)(i) and will enter into the written
agreement required under § 1.1248(f)-2(b)(1)(ii) with respect to Distribution 7.

(11z)      Immediately after Distribution 7, Sub 13 and Sub 3 will each, for purposes

of section 1248 and in accordance with § 1.1248(f)-2(b)(2), adjust its holding period in
each share of stock of FSub 7 received in Distribution 7 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 7. Sub 13 and Sub 3 will each, in accordance with § 1.1248(f)-2(b)(3),
reduce its section 358 basis (as defined in § 1.1248(f)-1(c)(7)) in each share of stock of
FSub 7 received in Distribution 7 to the extent that Sub 14's section 1248 amount (as
defined in § 1.1248(f)-1(c)(9)) with respect to the share exceeds its post-distribution
amount (as defined in § 1.1248(f)-1(c)(6)) with respect to the share.

(11aa)    FSub 7 was not a passive foreign investment company within the meaning

of section 1297(a) immediately before or after Distribution 7.

(11bb)    FSub 7 did not hold any United States real property interests, as defined

in section 897(c)(1), immediately before or after Distribution 7.
PLR-129639-13 36

                                   Distribution 8

The following representations have been made regarding Distribution 8:

(12a) Any indebtedness owed by Sub 11 to Sub 9 after Distribution 8 did not
constitute stock or securities.

(12b) No part of the consideration distributed by Sub 9 in Distribution 8 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 9.

 (12c)    The distribution of Sub 11 stock to Sub 5 in Distribution 8 was with respect

to its ownership of Sub 9 stock.

(12d) Sub 9 treated all members of its respective separate affiliated group
(SAG) (as defined in section 355(b)(3)(B)) as one corporation in determining whether it
met the requirements of section 355(b)(2)(A) regarding the active conduct of a trade or
business.

(12e)    The five years of financial information submitted on behalf of the Sub 9

SAG with respect to Segment 1 is representative of the operations of the Sub 9 SAG as
of Date 21, 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 11 with

respect to Segment 2 is representative of the operations of Sub 11 as of Date 21, 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 1 conducted by the Sub 9 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 8 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(12h) Neither Segment 2 conducted by Sub 11 nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 8 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(12i) Following Distribution 8, the Sub 9 SAG and Sub 11 each has continued,
and each will continue, the active conduct of Segment 1 and Segment 2, respectively,
independently and with its own separate employees.

(12j) Distribution 8 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 37

(12k) Distribution 8 was not used principally as a device for the distribution of
the earnings and profits of Sub 9 or Sub 11 or both.

(12l)     For purposes of section 355(d), immediately after Distribution 8, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 9 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 9 stock, that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 8.

(12m)        For purposes of section 355(d), immediately after Distribution 8, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 11 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 11 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 8
or (ii) attributable to distributions on Sub 9 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 8.

(12n)      No intercorporate debt existed between Sub 9 (or any entity controlled

directly or indirectly by Sub 9) and Sub 11 at the time of, or after, Distribution 8, other
than obligations arising in the ordinary course of business.

(12o)     Immediately before Distribution 8, items of income, gain, loss, deduction

(12p)      Payments made in connection with all continuing transactions, if any,

between Sub 9 and Sub 11 will be for fair market value based on terms and conditions
arrived at by the parties bargaining at arm's length.

(12q)      Distribution 8 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 9 or Sub 11 (including any predecessor or successor of Sub 9 or Sub
11).

(12r) Immediately following Distribution 8 (taking into account section
355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 8 or
PLR-129639-13 38

(ii) neither Sub 9 nor Sub 11 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(12s)    Each of the parties to Distribution 8 paid its own expenses, if any, incurred

in connection with Distribution 8.

                                  Distribution 9

The following representations have been made regarding Distribution 9:

(13a) Any indebtedness owed by Sub 12 to Sub 9 after Distribution 9 did not
constitute stock or securities.

(13b) No part of the consideration distributed by Sub 9 in Distribution 9 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 9.

 (13c)    The distribution of Sub 12 stock to Sub 5 in Distribution 9 was with respect

to its ownership of Sub 9 stock.

(13d) Sub 9 treated all members of its respective separate affiliated group
(SAG) (as defined in section 355(b)(3)(B)) as one corporation in determining whether it
met the requirements of section 355(b)(2)(A) regarding the active conduct of a trade or
business.

(13e)    The five years of financial information submitted on behalf of the Sub 9

(13f)     The five years of financial information submitted on behalf of Sub 12 with

respect to Segment 2 is representative of the operations of Sub 12 as of Date 21, 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 1 conducted by the Sub 9 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 9 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(13h) Neither Segment 2 conducted by Sub 12 nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 9 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.
PLR-129639-13 39

(13i) Following Distribution 9, the Sub 9 SAG and Sub 12 each has continued,
and each will continue, the active conduct of Segment 1 and Segment 2, respectively,
independently and with its own separate employees.

(13j) Distribution 9 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 9 was not used principally as a device for the distribution of
the earnings and profits of Sub 9 or Sub 12 or both.

(13l)     For purposes of section 355(d), immediately after Distribution 9, no person

(13m)        For purposes of section 355(d), immediately after Distribution 9, no person

(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 12 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 12 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution 9
or (ii) attributable to distributions on Sub 9 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 9.

(13n)      No intercorporate debt existed between Sub 9 (or any entity controlled

directly or indirectly by Sub 9) and Sub 12 at the time of, or after, Distribution 9, other
than obligations arising in the ordinary course of business.

(13o)     Immediately before Distribution 9, items of income, gain, loss, deduction

(13p)      Payments made in connection with all continuing transactions, if any,

between Sub 9 and Sub 12 will be for fair market value based on terms and conditions
arrived at by the parties bargaining at arm's length.

(13q) Distribution 9 is not part of a plan or series of related transactions (within
the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
PLR-129639-13 40

indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 9 or Sub 12 (including any predecessor or successor of Sub 9 or Sub
12).

 (13r)     Immediately following Distribution 9 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 9 or
(ii) neither Sub 9 nor Sub 12 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(13s)    Each of the parties to Distribution 9 paid its own expenses, if any, incurred

in connection with Distribution 9.

                                 Distribution 10

The following representations have been made regarding Distribution 10:

(14a) Any indebtedness owed by Sub 7 to Sub 5 after Distribution 10 did not
constitute stock or securities.

(14b) No part of the consideration distributed by Sub 5 in Distribution 10 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 5.

 (14c)    The distribution of Sub 7 stock to Sub 4 in Distribution 10 was with respect

to its ownership of Sub 5 stock.

(14d) Sub 5 treated all members of its SAG (as defined in section 355(b)(3)(B))
as one corporation in determining whether it met the requirements of section
355(b)(2)(A) regarding the active conduct of a trade or business.

(14e)    The five years of financial information submitted on behalf of the Sub 5

(14f)     The five years of financial information submitted on behalf of Sub 7 with

respect to Segment 1 is representative of the operations of Sub 7 as of Date 21, 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 5 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 10 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.
PLR-129639-13 41

(14h)     Neither Segment 1 conducted by Sub 7 nor control of an entity conducting

this business was acquired during the five-year period ending on the date of Distribution
10 in a transaction in which gain or loss was recognized (or treated as recognized) in
whole or in part.

(14i) Following Distribution 10, the Sub 5 SAG has continued, and will continue,
the active conduct of Business D, independently and with its own separate employees.

(14j)    Following Distribution 10, Sub 7 has continued, and will continue, the

active conduct of Segment 1, independently and with its own separate employees.

(14k) Distribution 10 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 10 was not used principally as a device for the distribution of
the earnings and profits of Sub 5 or Sub 7 or both.

(14m) For purposes of section 355(d), immediately after Distribution 10, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 5 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 5 stock, that was acquired
by purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 10.

(14n) For purposes of section 355(d), immediately after Distribution 10, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 7 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 7 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution
10 or (ii) attributable to distributions on Sub 5 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 10.

(14o)      No intercorporate debt existed between Sub 5 (or any entity controlled

directly or indirectly by Sub 5) and Sub 7 at the time of, or after, Distribution 10, other
than obligations arising in the ordinary course of business.

(14p)     Immediately before Distribution 10, items of income, gain, loss, deduction

(14q) Payments made in connection with all continuing transactions, if any,
between Sub 5 and its subsidiaries and Sub 7 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(14r)      Distribution 10 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 5 or Sub 7 (including any predecessor or successor of Sub 5 or Sub
7).

(14s)       Immediately following Distribution 10 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 10
or (ii) neither Sub 5 nor Sub 7 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(14t) Each of the parties to Distribution 10 paid its own expenses, if any,
incurred in connection with Distribution 10.

                                   Distribution 11

The following representations have been made regarding Distribution 11:

(15a) Any indebtedness owed by Sub 8 to Sub 5 after Distribution 11 did not
constitute stock or securities.

(15b) No part of the consideration distributed by Sub 5 in Distribution 11 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 5.

 (15c)    The distribution of Sub 8 stock to Sub 4 in Distribution 11 was with respect

to its ownership of Sub 5 stock.

(15d) Sub 5 treated all members of its SAG (as defined in section 355(b)(3)(B))
as one corporation in determining whether it met the requirements of section
355(b)(2)(A) regarding the active conduct of a trade or business.

(15e)    The five years of financial information submitted on behalf of the Sub 5

(15f) The five years of financial information submitted on behalf of Sub 8 with
respect to Segment 1 is representative of the operations of Sub 8 as of Date 21, and
PLR-129639-13 43

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 5 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 11 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(15h)     Neither Segment 1 conducted by Sub 8 nor control of an entity conducting

this business was acquired during the five-year period ending on the date of Distribution
11 in a transaction in which gain or loss was recognized (or treated as recognized) in
whole or in part.

(15i) Following Distribution 11, the Sub 5 SAG has continued, and will continue,
the active conduct of Business D, independently and with its own separate employees.

(15j)    Following Distribution 11, Sub 8 has continued, and will continue, the

active conduct of Segment 1, independently and with its own separate employees.

(15k) Distribution 11 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 11 was not used principally as a device for the distribution of
the earnings and profits of Sub 5 or Sub 8 or both.

(15m) For purposes of section 355(d), immediately after Distribution 11, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 5 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 5 stock, that was acquired
by purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 11.

(15n) For purposes of section 355(d), immediately after Distribution 11, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 8 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 8 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution
11 or (ii) attributable to distributions on Sub 5 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 11.
PLR-129639-13 44

(15o)      No intercorporate debt existed between Sub 5 (or any entity controlled

directly or indirectly by Sub 5) and Sub 8 at the time of, or after, Distribution 11, other
than obligations arising in the ordinary course of business.

(15p)     Immediately before Distribution 11, items of income, gain, loss, deduction

(15q) Payments made in connection with all continuing transactions, if any,
between Sub 5 and its subsidiaries and Sub 8 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(15r)      Distribution 11 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 5 or Sub 8 (including any predecessor or successor of Sub 5 or Sub
8).

(15s)       Immediately following Distribution 11 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 11
or (ii) neither Sub 5 nor Sub 8 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(15t) Each of the parties to Distribution 11 paid its own expenses, if any,
incurred in connection with Distribution 11.

                                   Distribution 12

The following representations have been made regarding Distribution 12:

(16a) Any indebtedness owed by Sub 9 to Sub 5 after Distribution 12 did not
constitute stock or securities.

(16b) No part of the consideration distributed by Sub 5 in Distribution 12 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 5.

 (16c)    The distribution of Sub 9 stock to Sub 4 in Distribution 12 was with respect

to its ownership of Sub 5 stock.
PLR-129639-13 45

(16d)     Sub 5 and Sub 9 treated all members of their respective SAG (as defined

in section 355(b)(3)(B)) as one corporation in determining whether it met the
requirements of section 355(b)(2)(A) regarding the active conduct of a trade or
business.

(16e)    The five years of financial information submitted on behalf of the Sub 5

(16f)    The five years of financial information submitted on behalf of the Sub 9

(16g) Neither Business D conducted by the Sub 5 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 12 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(16h) Neither Segment 1 conducted by the Sub 9 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 12 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(16i) Following Distribution 12, the Sub 5 SAG has continued, and will continue,
the active conduct of Business D, independently and with its own separate employees.

(16j) Following Distribution 12, the Sub 9 SAG has continued, and will continue,
the active conduct of Segment 1, independently and with its own separate employees.

(16k) Distribution 12 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 12 was not used principally as a device for the distribution of
the earnings and profits of Sub 5 or Sub 9 or both.

(16m) For purposes of section 355(d), immediately after Distribution 12, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 5 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 5 stock, that was acquired
by purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 12.
PLR-129639-13 46

(16n) For purposes of section 355(d), immediately after Distribution 12, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 9 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 9 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution
12 or (ii) attributable to distributions on Sub 5 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 12.

(16o)      No intercorporate debt existed between Sub 5 (or any entity controlled

directly or indirectly by Sub 5) and Sub 9 (or any entity controlled directly or indirectly by
Sub 9) at the time of, or after, Distribution 12, other than obligations arising in the
ordinary course of business.

(16p)     Immediately before Distribution 12, items of income, gain, loss, deduction

(16q) Payments made in connection with all continuing transactions, if any,
between Sub 5 and its subsidiaries and Sub 9 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(16r)      Distribution 12 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 5 or Sub 9 (including any predecessor or successor of Sub 5 or Sub
9).

(16s)       Immediately following Distribution 12 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 12
or (ii) neither Sub 5 nor Sub 9 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(16t) Each of the parties to Distribution 12 paid its own expenses, if any,
incurred in connection with Distribution 12.

                                   Distribution 13

The following representations have been made regarding Distribution 13:
PLR-129639-13 47

(17a) Any indebtedness owed by Sub 7 to Sub 4 after Distribution 13 did not
constitute stock or securities.

(17b) No part of the consideration distributed by Sub 4 in Distribution 13 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 4.

 (17c)    The distribution of Sub 7 stock to Sub 3 in Distribution 13 was with respect

to its ownership of Sub 4 stock.

(17d) Sub 4 treated all members of its SAG (as defined in section 355(b)(3)(B))
as one corporation in determining whether it met the requirements of section
355(b)(2)(A) regarding the active conduct of a trade or business.

(17e)    The five years of financial information submitted on behalf of the Sub 4

(17f) The five years of financial information submitted on behalf of Sub 7 with
respect to Segment 1 is representative of the operations of Sub 7 as of Date 21, 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 4 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 13 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(17h)     Neither Segment 1 conducted by Sub 7 nor control of an entity conducting

this business was acquired during the five-year period ending on the date of Distribution
13 in a transaction in which gain or loss was recognized (or treated as recognized) in
whole or in part.

(17i) Following Distribution 13, the Sub 4 SAG has continued, and will continue,
the active conduct of Business C independently and with its own separate employees.

(17j)    Following Distribution 13, Sub 7 has continued, and will continue, the

active conduct of Segment 1, independently and with its own separate employees.

(17k) Distribution 13 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 13 was not used principally as a device for the distribution of
the earnings and profits of Sub 4 or Sub 7 or both.
PLR-129639-13 48

(17m) For purposes of section 355(d), immediately after Distribution 13, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 4 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 4 stock, that was acquired
by purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 13.

For purposes of section 355(d), immediately after Distribution 13, no person
(determined after applying section 355(d)(7)) held stock possessing 50% or more of the
total combined voting power of all classes of Sub 7 stock entitled to vote, or 50% or
more of the total value of shares of all classes of Sub 7 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution
13 or (ii) attributable to distributions on Sub 4 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 13.
(17n) No intercorporate debt existed between Sub 4 (or any entity controlled
directly or indirectly by Sub 4) and Sub 7 at the time of, or after, Distribution 13, other
than obligations arising in the ordinary course of business.

(17o)     Immediately before Distribution 13, items of income, gain, loss, deduction

(17p) Payments made in connection with all continuing transactions, if any,
between Sub 4 and its subsidiaries and Sub 7 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(17q)      Distribution 13 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 4 or Sub 7 (including any predecessor or successor of Sub 4 or Sub
7).

(17r)       Immediately following Distribution 13 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 13
or (ii) neither Sub 4 nor Sub 7 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).
PLR-129639-13 49

(17s) Each of the parties to Distribution 13 paid its own expenses, if any,
incurred in connection with Distribution 13.

                                  Distribution 14

The following representations have been made regarding Distribution 14:

(18a) Any indebtedness owed by Sub 8 to Sub 4 after Distribution 14 did not
constitute stock or securities.

(18b) No part of the consideration distributed by Sub 4 in Distribution 14 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 4.

 (18c)    The distribution of Sub 8 stock to Sub 3 in Distribution 14 was with respect

to its ownership of Sub 4 stock.

(18d) Sub 4 treated all members of its SAG (as defined in section 355(b)(3)(B))
as one corporation in determining whether it met the requirements of section
355(b)(2)(A) regarding the active conduct of a trade or business.

(18e)    The five years of financial information submitted on behalf of the Sub 4

(18f) The five years of financial information submitted on behalf of Sub 8 with
respect to Segment 1 is representative of the operations of Sub 8 as of Date 21, 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 4 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 14 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(18h)     Neither Segment 1 conducted by Sub 8 nor control of an entity conducting

this business was acquired during the five-year period ending on the date of Distribution
14 in a transaction in which gain or loss was recognized (or treated as recognized) in
whole or in part.

(18i) Following Distribution 14, the Sub 4 SAG has, and will continue, the active
conduct of Business C independently and with its own separate employees.

(18j)    Following Distribution 14, Sub 8 has continued, and will continue, the

active conduct of its Segment 1, independently and with its own separate employees.
PLR-129639-13 50

(18k) Distribution 14 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 14 was not used principally as a device for the distribution of
the earnings and profits of Sub 4 or Sub 8 or both.

(18m) For purposes of section 355(d), immediately after Distribution 14, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 4 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 4 stock, that was acquired
by purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 14.

(18n) For purposes of section 355(d), immediately after Distribution 14, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 8 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 8 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution
14 or (ii) attributable to distributions on Sub 4 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 14.

(18o)      No intercorporate debt existed between Sub 4 (or any entity controlled

directly or indirectly by Sub 4) and Sub 8 at the time of, or after, Distribution 14, other
than obligations arising in the ordinary course of business.

(18p)     Immediately before Distribution 14, items of income, gain, loss, deduction

(18q) Payments made in connection with all continuing transactions, if any,
between Sub 4 and its subsidiaries and Sub 8 will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arm's length.

(18r)      Distribution 14 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 4 or Sub 8 (including any predecessor or successor of Sub 4 or Sub
8).
PLR-129639-13 51

(18s)       Immediately following Distribution 14 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 14
or (ii) neither Sub 4 nor Sub 8 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(18t) Each of the parties to Distribution 14 paid its own expenses, if any,
incurred in connection with Distribution 14.

                                  Distribution 15

The following representations have been made regarding Distribution 15:

(19a) Any indebtedness owed by Sub 9 to Sub 4 after Distribution 15 did not
constitute stock or securities.

(19b) No part of the consideration distributed by Sub 4 in Distribution 15 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 4.

 (19c)    The distribution of Sub 9 stock to Sub 3 in Distribution 15 was with respect

to its ownership of Sub 4 stock.

(19d)     Sub 4 and Sub 9 treated all members of their respective SAG (as defined

in section 355(b)(3)(B)) as one corporation in determining whether it met the
requirements of section 355(b)(2)(A) regarding the active conduct of a trade or
business.

(19e)    The five years of financial information submitted on behalf of the Sub 4

(19f)    The five years of financial information submitted on behalf of the Sub 9

(19g) Neither Business C conducted by the Sub 4 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 15 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(19h) Neither Segment 1 conducted by the Sub 9 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
PLR-129639-13 52

Distribution 15 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(19i) Following Distribution 15, the Sub 4 SAG has continued, and will continue,
the active conduct of Business C independently and with its own separate employees.

(19j) Following Distribution 15, the Sub 9 SAG has continued, and will continue,
the active conduct of Segment 1, independently and with its own separate employees.

(19k) Distribution 15 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 15 was not used principally as a device for the distribution of
the earnings and profits of Sub 4 or Sub 9 or both.

(19m) For purposes of section 355(d), immediately after Distribution 15, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 4 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 4 stock, that was acquired
by purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 15.

(19n) For purposes of section 355(d), immediately after Distribution 15, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 9 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 9 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of Distribution
15 or (ii) attributable to distributions on Sub 4 stock that was acquired by purchase (as
defined in section 355(d)(5) and (8)) during the five-year period (determined after
applying section 355(d)(6)) ending on the date of Distribution 15.

(19o)      No intercorporate debt existed between Sub 4 (or any entity controlled

directly or indirectly by Sub 4) and Sub 9 (or any entity controlled directly or indirectly by
Sub 9) at the time of, or after, Distribution 15, other than obligations arising in the
ordinary course of business.

(19p)     Immediately before Distribution 15, items of income, gain, loss, deduction

(19q) Payments made in connection with all continuing transactions, if any,
between Sub 4 and its subsidiaries and Sub 9 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 15 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 4 or Sub 9 (including any predecessor or successor of Sub 4 or Sub
9).

(19s)       Immediately following Distribution 15 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 15
or (ii) neither Sub 4 nor Sub 9 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(19t) Each of the parties to Distribution 15 paid its own expenses, if any,
incurred in connection with Distribution 15.

                                  Sub 7 Restructuring

The following representations have been made regarding Sub 7 Restructuring:

(20a) Immediately prior to Contribution D, Sub 17 had no assets or liabilities.

(20b) The fair market value of the Sub 17 stock received by Sub 3 was
approximately equal to the fair market value of the Sub 7 stock surrendered in
exchange therefor.

(20c) Immediately following consummation of the Sub 7 Restructuring, Sub 3
owned all of the outstanding Sub 17 stock and owned such stock solely by reason of its
ownership of Sub 7 stock immediately prior to the Sub 7 Restructuring.

(20d)      Immediately following consummation of the Sub 7 Restructuring and prior

to the External Contribution, Sub 17 possessed the same assets and liabilities as those
possessed by Sub 7 immediately prior to the Sub 7 Restructuring (other than any cash
used to pay expenses incurred in connection with the Sub 7 Restructuring and assets
distributed to Sub 17).

(20e) Sub 17 has not issued nor has any plan or intention to issue additional
shares of its stock following the Sub 7 Restructuring, except in connection with the
Proposed Transactions.
PLR-129639-13 54

(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 7, if any, immediately preceding the Sub 7
Restructuring, in the aggregate, constituted less than 1% of the net assets of Sub 7.
There were no dissenting shareholders.

(20g) At the time of the Sub 7 Restructuring, Sub 7 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 7.

(20h) Except in connection with the Proposed Transactions, Sub 17 has not
reacquired nor has a plan or intention to reacquire any of the Sub 17 stock issued in the
Sub 7 Restructuring.

(20i) The liabilities of Sub 7 assumed or treated as assumed (within the
meaning of section 357(d)) by Sub 17 plus the liabilities, if any, to which the transferred
assets were subject were incurred by Sub 7 in the ordinary course of its business and
were associated with the assets transferred.

(20j) Sub 3 paid its respective expenses, if any, incurred in connection with the
Sub 7 Restructuring.

(20k)    Sub 7 was not under the jurisdiction of a court in a Title 11 or similar case

within the meaning of section 368(a)(3)(A).

(20l) There was no plan or intention and continues to be no plan or intention to
undertake any action (e.g., an election to be treated as an association taxable as a
corporation for U.S. federal income tax purposes under § 301.7701-3, etc.), and no
other circumstances will exist, following the Sub 7 Conversion, that will prevent Sub 7
from being disregarded as an entity separate from Sub 17 for U.S. federal income tax
purposes under §§ 301.7701-2 and 301.7701-3.

                          Contribution E and Distribution 16

The following representations have been made regarding Contribution E and
Distribution 16:

(21a) No part of the consideration distributed by Sub 3 in Distribution 16 was
received by a shareholder as a creditor, employee, or in any capacity other than that of
a shareholder of Sub 3.

(21b) The distribution of Sub 17 stock to Parent in Distribution 16 was with
respect to its ownership of Sub 3 stock.
PLR-129639-13 55

(21c) Any money, property, or stock contributed by Sub 3 to Sub 17 in
Contribution E was exchanged solely for stock or securities in Sub 17 and the
assumption of certain Sub 3 liabilities.

(21d) Sub 3 and Sub 17 will each treat all members of their respective SAG (as
defined in section 355(b)(3)(B)) as one corporation in determining whether its meeting
the requirement of section 355(b)(2)(A) regarding the active conduct of a trade or
business.

(21e)    The five years of financial information submitted on behalf of the Sub 3

SAG with respect to Business C is representative of the operation of the Sub 3 SAG as
of Date 21, 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 17 SAG with respect to Segment 1 is representative of the
operation of the Sub 17 SAG as of Date 21, 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 3 SAG nor control of an entity
conducting this business was acquired during the five-year period ending on the date of
Distribution 16 in a transaction in which gain or loss was recognized (or treated as
recognized) in whole or in part.

(21h) Neither Segment 1 conducted by the Sub 17 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 16 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 § 1.355-3(b)(3)(ii), of
Segment 1.

(21i) Following Distribution 16, the Sub 3 SAG has continued, and will continue,
the active conduct of Business C, independently and with its own separate employees.

(21j) Following Distribution 16, the Sub 17 SAG has continued, and will
continue, the active conduct of its Segment 1, independently and with its own separate
employees.

(21k) Distribution 16 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 16 was not used principally as a device for the distribution of
the earnings and profits of Sub 3 or Sub 17 or both.
PLR-129639-13 56

(21m)     The total adjusted basis and the fair market value of the assets transferred

to Sub 17 in Contribution E exceeded the sum of (i) the total liabilities assumed (within
the meaning of section 357(d)) (if any) by Sub 17, (ii) the amount of any liabilities (if
any) owed to Sub 17 by Sub 3 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 section 361(b)) (if any) received by Sub 3 in
connection with the exchange. The fair market value of the assets of Sub 17 will
exceed the amount of its liabilities immediately after Contribution E.

(21n) The liabilities (if any) assumed (within the meaning of section 357(d)) by
Sub 17 in Contribution E were incurred in the ordinary course of business and were
associated with the assets transferred to Sub 17 in Contribution E.

(21o) No property was transferred by Sub 3 to Sub 17 for which an investment
credit allowed under section 46 has been or will be claimed.

(21p) The aggregate fair market value of the assets transferred to Sub 17 in
Contribution E equaled or exceeded the aggregate adjusted basis of these assets.

(21q) For purposes of section 355(d), immediately after Distribution 16, no
person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 3 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 3 stock, that was acquired
by purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 16.

(21r)      For purposes of section 355(d), immediately after Distribution 16, no

person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 17 stock entitled to vote,
or 50% or more of the total value of shares of all classes of Sub 17 stock, that was
either (i) acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-
year period (determined after applying section 355(d)(6)) ending on the date of
Distribution 16 or (ii) attributable to distributions on Sub 17 stock that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of Distribution 16.

(21s)       No intercorporate debt existed between Sub 3 and Sub 17 at the time of,

or after, Distribution 16.

(21t) No two parties to the transaction are investment companies as defined in
section 368(a)(2)(F)(iii) and (iv).

(21u)     Immediately before Distribution 16, items of income, gain, loss, deduction

and credit were taken into account as required by the applicable intercompany
transaction regulations (see §§ 1.1502-13 and 1.1502-14 as in effect before the
PLR-129639-13 57

publication of T.D. 8597, 1995-2 C.B. 147, and as currently in effect; § 1.1502-13 as
published by T.D. 8597). At the time of Distribution 16, Sub 3 did not have an excess
loss account in the Sub 17 stock.

(21v) Payments made in connection with all continuing transactions, if any,
between Sub 3 and its subsidiaries and Sub 17 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 16 is not part of a plan or series of related transactions (within

the meaning of § 1.355-7) pursuant to which one or more persons will acquire directly or
indirectly stock representing a 50% or greater interest (within the meaning of section
355(d)(4)) in Sub 3 or Sub 17 (including any predecessor or successor of Sub 3 or Sub
17).

(21x)       Immediately following Distribution 16 (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before Distribution 16
or (ii) neither Sub 3 nor Sub 17 was a disqualified investment corporation (within the
meaning of section 355(g)(2)).

(21y) Each of the parties to Distribution 16 paid its own expenses, if any,
incurred in connection with Distribution 16.

(21z)     To the extent that the stock of any foreign corporation was transferred

from Sub 3 to Sub 17 in Contribution E, the earnings and profits of the foreign
corporation transferred, to the extent attributable to such stock under §§ 1.1248-2
or 1.1248-3 (whichever is applicable) which were accumulated in taxable years of such
foreign corporation beginning after December 31, 1962, during the period Sub 3 held
such stock (or was considered as holding such stock by application of section 1223)
while such corporation was a controlled foreign corporation, within the meaning of
section 957(a), is attributable to such stock held by Sub 17 (§ 1.1248-1(a)).

                    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 1 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 1 represent more than 20
PLR-129639-13 58

percent of either the total combined voting power of all classes of Sub 1 stock entitled to
vote or the total number of shares of all non-voting classes of Sub 1 stock following the
External Distribution.

(22b) The distribution of Sub 1 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 1 in the
External Contribution was exchanged solely for stock or securities in Sub 1, the
assumption of certain Parent liabilities, the Special Distribution and the Net Excess, if
any.

(22d) Parent and Sub 1 will each treat all members of their respective SAG (as
defined in section 355(b)(3)(B)) as one corporation in determining whether its meeting
the requirement of section 355(b)(2)(A) 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 21, 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 1

SAG with respect to Segment 1 is representative of the operation of the Sub 1 SAG as
of Date 21, 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 1 conducted by the Sub 1 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 § 1.355-
3(b)(3)(ii), of Segment 1.

(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 59

(22j) Following the External Distribution, the Sub 1 SAG has continued, and will
continue, the active conduct of Segment 1, 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 1 or both.

(22m)      The total adjusted basis and the fair market value of the assets transferred

to Sub 1 in the External Contribution (including the Net Contribution, if any) exceeded
the sum of (i) the total liabilities assumed (within the meaning of section 357(d)) (if any)
by Sub 1, (ii) the amount of any liabilities (if any) owed to Sub 1 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
section 361(b)) (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 1 will exceed the amount of its liabilities immediately after the External
Contribution.

(22n) The liabilities (if any) assumed (within the meaning of section 357(d)) by
Sub 1 in the External Contribution were incurred in the ordinary course of business and
were associated with the assets transferred to Sub 1 in the External Contribution.

(22o) No property was transferred by Parent to Sub 1 for which an investment
credit allowed under section 46 has been or will be claimed.

(22p) The aggregate fair market value of the assets transferred to Sub 1 in the
External Contribution equaled or exceeded the aggregate adjusted basis of these
assets.

(22q) For purposes of section 355(d), immediately after the External Distribution,
no person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Parent stock entitled to vote, or
50% or more of the total value of shares of all classes of Parent stock, that was
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
period (determined after applying section 355(d)(6)) ending on the date of the External
Distribution.

(22r) For purposes of section 355(d), immediately after the External Distribution,
no person (determined after applying section 355(d)(7)) held stock possessing 50% or
more of the total combined voting power of all classes of Sub 1 stock entitled to vote, or
50% or more of the total value of shares of all classes of Sub 1 stock, that was either (i)
acquired by purchase (as defined in section 355(d)(5) and (8)) during the five-year
PLR-129639-13 60

period (determined after applying section 355(d)(6)) ending on the date of the External
Distribution or (ii) attributable to distributions on Sub 1 stock that was acquired by
purchase (as defined in section 355(d)(5) and (8)) during the five-year period
(determined after applying section 355(d)(6)) ending on the date of the External
Distribution.

(22s)      No intercorporate debt existed between Parent and Sub 1 at the time of,

or after, the External Distribution.

(22t) No two parties to the transaction are investment companies as defined in
section 368(a)(2)(F)(iii) 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 §§ 1.1502-13 and 1.1502-14 as in effect
before the publication of T.D. 8597, 1995-2 C.B. 147, and as currently in effect;
§ 1.1502-13 as published by T.D. 8597). At the time of the External Distribution, Parent
did not have an excess loss account in the Sub 1 stock.

(22v) Payments made in connection with all continuing transactions, if any,
between Parent and its subsidiaries and Sub 1 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 § 1.355-7) pursuant to which one or more persons
will acquire directly or indirectly stock representing a 50% or greater interest (within the
meaning of section 355(d)(4)) in Parent or Sub 1 (including any predecessor or
successor of Parent or Sub 1).

(22x)      Immediately following the External Distribution (taking into account section

355(g)(4)), either (i) no person held a 50% or greater interest (within the meaning of
section 355(g)(3)) in any disqualified investment corporation (within the meaning of
section 355(g)(2)) who did not so hold such interest immediately before the External
Distribution or (ii) neither Parent nor Sub 1 was a disqualified investment corporation
(within the meaning of section 355(g)(2)).

(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 1 stock has been arranged solely for the purpose of avoiding the expense and
inconvenience to Parent and Sub 1 of issuing and maintaining fractional shares and
does not represent separately bargained-for consideration. The total cash
PLR-129639-13 61

consideration received by the Parent Stockholders in lieu of fractional shares of Sub 1
did not exceed 1% 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 1 stock.

(22aa)     Pursuant to the plan of reorganization, Parent will use the Special

Distribution proceeds (if any) to repay Parent Debt (e.g., 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 22, 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 1 in the External Contribution, the earnings and profits of the foreign
corporation transferred, to the extent attributable to such stock under §§ 1.1248-2
or 1.1248-3 (whichever is applicable) which were accumulated in taxable years of such
foreign corporation beginning after December 31, 1962, during the period Parent held
such stock (or was considered as holding such stock by application of section 1223)
while such corporation was a controlled foreign corporation, within the meaning of
section 957(a), is attributable to such stock held by Sub 1 (§ 1.1248-1(a)).

                                    RULINGS

Based solely on the information submitted and the representations set forth above, and
provided that the requirements of the regulations under section 367(b) are satisfied
(including the notice provisions of § 1.367(b)-1(c)(1)), we rule as follows regarding the
Proposed Transactions:

                                   Distribution 1

Provided that (i) Sub 6’s distribution of FSub 2 stock to Sub 5 in Distribution 1 was
solely with respect to their ownership of Sub 6 stock and (ii) any other transfer of stock,
money, or property between Sub 6, FSub 2 or Sub 5 and any person related to Sub 6,
FSub 2, or Sub 5 is respected as a separate transaction, we rule as follows on
Distribution 1:
PLR-129639-13 62

(1) No gain or loss was recognized by (and no amount was included in the income

of) Sub 5 upon Distribution 1 (section 355(a)).

(2) Sub 6 recognized no gain or loss upon Distribution 1 (section 355(c)).

(3) The basis of the Sub 6 and FSub 2 stock in the hands of Sub 5 immediately after
Distribution 1 was the same as Sub 5’s basis in the Sub 6 stock held immediately before
Distribution 1, allocated in the manner described in § 1.358-2(a)(2), in accordance with
sections 358(a) through (c).

(4) The holding period of the FSub 2 stock received by Sub 5 in Distribution 1

includes the holding period of the Sub 6 stock with respect to which the distribution was
made, provided such Sub 6 stock was held as a capital asset by Sub 5 on the date of
Distribution 1 (section 1223(1)).

(5) The earnings and profits of Sub 6 and FSub 2 were adjusted in accordance with
section 312(h) and § 1.312-10(b), as applicable.

(6) Distribution 1 was a distribution to which §§ 1.1248(f)-1 and -2 applied.

                                 FSub 2 Election

(7) The FSub 2 Election was treated for U.S. federal income tax purposes as a

distribution in complete liquidation of FSub 2 under section 332(a).

(8) Sub 5 recognized no gain or loss on its deemed receipt of the assets and
assumption of the liabilities of FSub 2 in the FSub 2 Election (section 332(a)).

(9) FSub 2 recognized no gain or loss on the deemed distribution of its assets to,
and assumption of liabilities by, Sub 5 in the FSub 2 Election (section 337(a)).

(10) Sub 5’s basis in each asset of FSub 2 deemed received in the FSub 2
Election equaled the basis of that asset in the hands of FSub 2 immediately before the
FSub 2 Election (section 334(b)(1)).

(11) The holding period of each asset of FSub 2 deemed received by Sub 5 in
the FSub 2 Election includes the period for which the asset was held by FSub 2 (section
1223(2)).

(12) Sub 5 succeeded to and will take into account the items of FSub 2
described in section 381(c), subject to the conditions and limitations specified in
sections 367, 381, 382, 383, 384 and 1502, and the Treasury regulations thereunder, as
applicable (section 381(a)(1) and § 1.381(a)-1).

(13) The FSub 2 Election was an acquisition to which § 1.367(b)-3 applied.
PLR-129639-13 63

                        Contribution A and Distribution 2

Provided that (i) Sub 6’s distribution of Sub 15 membership interests to Sub 5 in
Distribution 2 was solely with respect to their ownership of Sub 6 stock, (ii) any money,
property, or stock contributed by Sub 6 to Sub 15 in Contribution A was exchanged
solely for membership interests or securities in Sub 15, and (iii) any other transfer of
stock, money, or property between Sub 6, Sub 15 or Sub 5 and any person related to
Sub 6, Sub 15, or Sub 5 is respected as a separate transaction, we rule as follows on
Contribution A and Distribution 2:

(14) Contribution A together with Distribution 2 qualified as a “reorganization”
within the meaning of section 368(a)(1)(D). Each of Sub 6 and Sub 15 was “a party to a
reorganization” within the meaning of section 368(b) (§ 1.368-2(f)).

(15) No gain or loss was recognized by Sub 6 on Contribution A (sections
361(a) and 357(a)).

(16) No gain or loss was recognized by Sub 15 on Contribution A (section
1032(a)).

(17) The basis Sub 15 had in each asset received from Sub 6 in Contribution A
was equal to the basis of that asset in the hands of Sub 6 immediately before
Contribution A (section 362(b)).

(18) The holding period Sub 15 had in each asset received from Sub 6 in
Contribution A includes the period during which Sub 6 held that asset (section 1223(2)).

(19) No gain or loss was recognized by Sub 6 on its distribution of Sub 15
membership interests in Distribution 2 (section 361(c)(1) and § 1.367(e)-1(c)).

(20) No gain or loss was recognized by (and no amount was included in the
income of) Sub 5 upon receipt of Sub 15 membership interests in Distribution 2 (section
355(a)).

(21)      The basis of the Sub 6 common stock and Sub 15 common stock in the

hands of Sub 5 immediately after Distribution 2 was equal to the basis of the Sub 6
stock held by Sub 5 immediately before Distribution 2 (as adjusted under § 1.358-1)
allocated between the stock of Sub 6 and Sub 15 in proportion to the fair market value
of each in accordance with § 1.358-2 (sections 358(a), (b), and (c)).

(22) The holding period of the Sub 15 common stock received by Sub 5 in
Distribution 2 includes the holding period of the Sub 6 stock with respect to which
Distribution 2 is made, provided the Sub 6 stock was held by Sub 5 as a capital asset
on the date of Distribution 2 (section 1223(1)).
PLR-129639-13 64

(23) Earnings and profits, if any, were allocated between Sub 6 and Sub 15 in
accordance with section 312(h) and § 1.312-10(a).

                                  Distribution 3

Provided that (i) Sub 5’s distribution of Sub 15 membership interests to Sub 4 in
Distribution 3 was solely with respect to their ownership of Sub 5 stock and (ii) any other
transfer of stock, money, or property between Sub 5, Sub 15 or Sub 4 and any person
related to Sub 5, Sub 15, or Sub 4 is respected as a separate transaction, we rule as
follows on Distribution 3:

(24) No gain or loss was recognized by (and no amount was included in the
income of) Sub 4 upon Distribution 3 (section 355(a)).

(25) Sub 5 recognized no gain or loss upon Distribution 3 (section 355(c)).

(26) The basis of the Sub 5 stock and Sub 15 membership interests in the
hands of Sub 4 immediately after Distribution 3 was the same as Sub 4’s basis in the
Sub 5 stock held immediately before Distribution 3, allocated in the manner described in
§ 1.358-2(a)(2), in accordance with sections 358(a) through (c).

(27)       The holding period of the Sub 15 membership interests received by Sub 4

in Distribution 3 includes the holding period of the Sub 5 stock with respect to which the
distribution was made, provided such Sub 5 stock was held as a capital asset by Sub 4
on the date of Distribution 3 (section 1223(1)).

(28) The earnings and profits of Sub 5 and Sub 15 were adjusted in
accordance with section 312(h) and § 1.312-10(b).

                                  Distribution 4

Provided that (i) Sub 4’s distribution of Sub 15 membership interests to Sub 3 in
Distribution 4 was solely with respect to their ownership of Sub 4 stock and (ii) any other
transfer of stock, money, or property between Sub 4, Sub 15 or Sub 3 and any person
related to Sub 4, Sub 15, or Sub 3 is respected as a separate transaction, we rule as
follows on Distribution 4:

(29) No gain or loss was recognized by (and no amount was included in the
income of) Sub 3 upon Distribution 4 (section 355(a)).

(30) Sub 4 recognized no gain or loss upon Distribution 4 (section 355(c)).

(31) The basis of the Sub 4 stock and Sub 15 membership interests in the
hands of Sub 3 immediately after Distribution 4 was the same as Sub 3’s basis in the
Sub 4 stock held immediately before Distribution 4, allocated in the manner described in
§ 1.358-2(a)(2), in accordance with sections 358(a) through (c).
PLR-129639-13 65

(32)       The holding period of the Sub 15 membership interests received by Sub 3

in Distribution 4 includes the holding period of the Sub 4 stock with respect to which the
distribution was made, provided such Sub 4 stock was held as a capital asset by Sub 3
on the date of Distribution 4 (section 1223(1)).

(33) The earnings and profits of Sub 4 and Sub 15 were adjusted in
accordance with section 312(h) and § 1.312-10(b).

                                   Distribution 5

Provided that (i) Sub 3’s distribution of Sub 15 membership interests to Parent in
Distribution 5 was solely with respect to their ownership of Sub 3 stock and (ii) any other
transfer of stock, money, or property between Sub 3, Sub 15 or Parent and any person
related to Sub 3, Sub 15, or Parent is respected as a separate transaction, we rule as
follows on Distribution 5:

(34) No gain or loss was recognized by (and no amount was included in the
income of) Parent upon Distribution 5 (section 355(a)).

(35) Sub 3 recognized no gain or loss upon Distribution 5 (section 355(c)).

(36) The basis of the Sub 3 stock and Sub 15 membership interests in the
hands of Parent immediately after Distribution 5 was the same as Parent’s basis in the
Sub 3 stock held immediately before Distribution 5, allocated in the manner described in
§ 1.358-2(a)(2), in accordance with sections 358(a) through (c).

(37)       The holding period of the Sub 15 membership interests received by Parent

in Distribution 5 includes the holding period of the Sub 3 stock with respect to which the
distribution was made, provided such Sub 3 stock was held as a capital asset by Parent
on the date of Distribution 5 (section 1223(1)).

(38) The earnings and profits of Sub 3 and Sub 15 were adjusted in
accordance with section 312(h) and § 1.312-10(b).

                               Sub 15 Restructuring

(39) For U.S. federal income tax purposes, Contribution B and the Sub 15
Election were integrated and treated as the transfer by Sub 15 of all of its assets,
subject to liabilities, to Sub 1 in exchange for stock of Sub 1, followed by the distribution
by Sub 15 of the Sub 1 stock to its shareholders in liquidation, and constituted a
reorganization within the meaning of section 368(a)(1)(F).

(40) Sub 1 and Sub 15 were each “a party to the reorganization” within the
meaning of section 368(b).
PLR-129639-13 66

(41) Sub 15 did not recognize any gain or loss upon the transfer of all of its
assets to Sub 1 in exchange for Sub 1 stock and the assumption of liabilities (sections
361(a) and 357(a)).

(42)     Sub 1 did not recognize any gain or loss upon receipt of the Sub 15 assets

in exchange for Sub 1 stock and the assumption of Sub 15’s liabilities (section 1032(a)).

(43) Sub 1’s basis in the assets acquired from Sub 15 in the Sub 15
Restructuring was the same as Sub 15’s basis in such assets immediately before the
Sub 15 Restructuring (section 362(b)).

(44) Sub 1’s holding period for the assets acquired from Sub 15 in the Sub 15
Restructuring includes the period during which such assets were held by Sub 15
(section 1223(2)).

(45)     No gain or loss was recognized by Sub 15 on the distribution of the shares

of Sub 1 stock to Parent (section 361(c)(1)).

(46) No gain or loss was recognized by Parent upon the receipt of the stock of
Sub 1 in exchange for the stock of Sub 15 in the Sub 15 Restructuring (section
354(a)(1)).

(47)     The basis of the Sub 1 stock received by Parent will be equal to the basis

of the Sub 15 membership interests surrendered by Parent in exchange therefor
(section 358(a)(1)).

(48) The holding period for the Sub 1 stock in the hands of Parent includes the
period during which Parent held the Sub 15 membership interests exchanged therefor,
provided that the Sub 15 membership interests were held as a capital asset in the
hands of Parent on the date of the exchange (section 1223(1)).

(49) Sub 1 succeeded to and took into account the tax attributes of Sub 15
enumerated in section 381(c), subject to the conditions and limitations specified in
sections 367, 381, 382, 383, 384 and 1502, and the Treasury regulations thereunder, as
applicable (section 381(a)(1) and § 1.381(a)-1).

                             FSub 3 Restructuring

Provided that the Cash Consideration was solely with respect to the FSub 1 stock Sub 2
sold to FSub 3:

(50)      For U.S. federal income tax purposes, the FSub 3 Restructuring is treated

as if FSub 1 transferred substantially all of its assets to FSub 3 in exchange for the
Cash Consideration, a nominal share of FSub 3 stock, and the assumption by FSub 3 of
FSub 1’s liabilities, followed by the distribution of the Cash Consideration and the
deemed distribution of the nominal share to Sub 2 in a distribution subject to sections
PLR-129639-13 67

354 and 356, and qualifies as a “reorganization” within the meaning of section
368(a)(1)(D) (the “FSub 3 Reorganization”). The nominal share is deemed to have
been further transferred through the chains of ownership to reflect the actual ownership
of FSub 3 and FSub 1 (§ 1.368-2(l)(2)(i)).

(51) Each of FSub 3 and FSub 1 was “a party to a reorganization” within the
meaning of section 368(b) (§ 1.368-2(f)).

(52)      No gain or loss was recognized by FSub 1 upon the transfer of its assets

to FSub 3 in exchange for the Cash Consideration, a nominal share of FSub 3 stock,
and the assumption by FSub 3 of FSub 1’s liabilities (sections 361(a), (b)(1); 357(a)).

(53)     No gain or loss was recognized by FSub 1 upon the distribution of the

Cash Consideration and the deemed distribution of the nominal share of FSub 3 stock
to Sub 2 (section 361(c)).

(54) Sub 2 recognized no loss upon the exchange and deemed exchange of
FSub 1 stock for the Cash Consideration and the nominal share of FSub 3 stock
(sections 354(a)(1); 356(c)).

(55) The basis of the FSub 3 nominal share deemed received by Sub 2 was
the same as Sub 2’s basis in the FSub 1 stock deemed surrendered in exchange
therefore, decreased by the amount of the Cash Consideration (section 358(a)(1)).

(56)     The holding period of the FSub 3 nominal share deemed received by Sub

2 in the FSub 3 Reorganization includes the holding period during which Sub 2 held the
FSub 1 stock deemed surrendered in exchange therefor, provided that such FSub 1
stock was held by Sub 2 as a capital asset on the date of the FSub 3 Reorganization
(section 1223(1)).

(57) No gain or loss was recognized by FSub 3 upon the receipt of FSub 1’s
assets in exchange for the Cash Consideration, liability assumption, and the nominal
share of FSub 3 stock (section 1032(a)).

(58) The basis of each asset received by FSub 3 in the FSub 3 Reorganization
equaled the basis of that asset in the hands of FSub 1 immediately before the FSub 3
Reorganization (section 362(b)).

(59) The holding period of each asset received by FSub 3 in the FSub 3
Reorganization includes the holding period that FSub 1 had in that asset immediately
before the FSub 3 Reorganization (section 1223(2)).

(60) FSub 3 succeeded to and took into account those attributes of FSub 1
described in section 381(c), subject to the conditions and limitations specified in
PLR-129639-13 68

sections 367, 381, 382, 383, 384, 1248, and 1502, and the Treasury regulations
thereunder, as applicable (section 381(a)(1) and § 1.381(a)-1).

(61) The FSub 3 Restructuring is a transaction to which § 1.367(b)-4 applies.

                          Contribution C and Distribution 6

Provided that (i) FSub 3’s distribution of FSub 7 stock to Sub 14 in Distribution 6 was
solely with respect to their ownership of FSub 3 stock, (ii) any money, property, or stock
contributed by FSub 3 to FSub 7 in Contribution C was exchanged solely for stock or
securities in FSub 7, and (iii) any other transfer of stock, money, or property between
FSub 3, FSub 7 or Sub 14 and any person related to FSub 3, FSub 7, or Sub 14 is
respected as a separate transaction, we rule as follows on Contribution C and
Distribution 6:

(62)      Contribution C together with Distribution 6 qualified as a “reorganization”

within the meaning of section 368(a)(1)(D). Each of FSub 3 and FSub 7 was “a party to
a reorganization” within the meaning of section 368(b) (§ 1.368-2(f)).

(63) No gain or loss was recognized by FSub 3 on Contribution C (sections
361(a) and 357(a)).

(64) No gain or loss was recognized by FSub 7 on Contribution C (section
1032(a)).

(65) The basis FSub 7 had in each asset received from FSub 3 in Contribution
C was equal to the basis of that asset in the hands of FSub 3 immediately before
Contribution C (section 362(b)).

(66) The holding period FSub 7 had in each asset received from FSub 3 in
Contribution C includes the period during which FSub 3 held that asset (section
1223(2)).

(67) No gain or loss was recognized by FSub 3 on its distribution of FSub 7
stock in Distribution 6 (section 361(c)(1) and § 1.367(e)-1(c)).

(68) No gain or loss was recognized by (and no amount was included in the
income of) Sub 14 upon receipt of FSub 7 stock in Distribution 6 (section 355(a)).

(69)      The basis of the FSub 3 common stock and FSub 7 common stock in the

hands of Sub 14 immediately after Distribution 6 was equal to the basis of the FSub 3
stock held by Sub 14 immediately before Distribution 6 (as adjusted under § 1.358-1)
allocated between the stock of FSub 3 and FSub 7 in proportion to the fair market value
of each in accordance with § 1.358-2 (sections 358(a), (b), and (c)).
PLR-129639-13 69

(70) The holding period of the FSub 7 common stock received by Sub 14 in
Distribution 6 includes the holding period of the FSub 3 stock with respect to which
Distribution 6 is made, provided the FSub 3 stock was held by Sub 14 as a capital asset
on the date of Distribution 6 (section 1223(1)).

(71) Earnings and profits, if any, were allocated between FSub 3 and FSub 7 in
accordance with section 312(h) and § 1.312-10(a).

(72) FSub 3's transfer (or deemed transfer) of its assets in Contribution C is an
exchange to which §§ 1.367(b)-1(c) and 1.367(b)-4(a) apply.

(73) No amount was included in income as a deemed dividend equal to the
section 1248 amount under section 367(b) as a result of Contribution C (§§ 1.367(b)-
1(b) and 1.367(b)-4(b)).

(74) Distribution 6 was a distribution to which §§ 1.367(b)-1(c), 1.367(b)-5(a),
1.367(b)-5(c), and 1.367(b)-5(f) apply.

                                  Distribution 7

Provided that (i) Sub 14’s distribution of FSub 7 stock to Sub 13 and Sub 3 in
Distribution 7 was solely with respect to their ownership of Sub 14 stock and (ii) any
other transfer of stock, money, or property between Sub 14, FSub 7, Sub 13 or Sub 3
and any person related to Sub 14, FSub 7, Sub 13 or Sub 3 is respected as a separate
transaction, we rule as follows on Distribution 7:

(75) No gain or loss was recognized by (and no amount was included in the
income of) Sub 13 and Sub 3 upon Distribution 7 (section 355(a)).

(76) No gain or loss was recognized by Sub 14 upon Distribution 7 (section
355(c)).

(77) Sub 13’s basis in the FSub 7 stock immediately after Distribution 7 was
the same as Sub 13’s basis in the Sub 14 stock surrendered in Distribution 7 (section
358(a)(1)).

(78)     The basis of the Sub 14 and FSub 7 stock in the hands of Sub 3

immediately after Distribution 7 was the same as Sub 3’s basis in the Sub 14 stock held
immediately before Distribution 7, allocated in the manner described in § 1.358-2(a)(2),
in accordance with sections 358(a) through (c).

(79)       The holding period of the FSub 7 stock received by Sub 13 in Distribution

7 includes the holding period of the Sub 14 stock surrendered in exchange therefor,
provided such Sub 14 stock was held as a capital asset by Sub 13 on the date of
Distribution 7 (section 1223(1)).
PLR-129639-13 70

(80)       The holding period of the FSub 7 stock received by Sub 3 in Distribution 7

includes the holding period of the Sub 14 stock with respect to which the distribution
was made, provided such Sub 14 stock was held as a capital asset by Sub 3 on the
date of Distribution 7 (section 1223(1)).

(81) The earnings and profits of Sub 14 and FSub 7 were adjusted in
accordance with section 312(h) and § 1.312-10(b), as applicable.

(82) Distribution 7 was a distribution to which §§ 1.1248(f)-1 and -2 apply.

                                   Distribution 8

Provided that (i) Sub 9’s distribution of Sub 11 stock to Sub 5 in Distribution 8 was
solely with respect to their ownership of Sub 9 stock and (ii) any other transfer of stock,
money, or property between Sub 9, Sub 11 or Sub 5 and any person related to Sub 9,
Sub 11, or Sub 5 is respected as a separate transaction, we rule as follows on
Distribution 8:

(83) No gain or loss was recognized by (and no amount was included in the
income of) Sub 5 upon Distribution 8 (section 355(a)).

(84) No gain or loss was recognized by Sub 9 upon Distribution 8 (section
355(c)).

(85)     The basis of the Sub 9 and Sub 11 stock in the hands of Sub 5

immediately after Distribution 8 was the same as Sub 5’s basis in the Sub 9 stock held
immediately before Distribution 8, allocated in the manner described in § 1.358-2(a)(2),
in accordance with sections 358(a) through (c).

(86)       The holding period of the Sub 11 stock received by Sub 5 in Distribution 8

includes the holding period of the Sub 9 stock with respect to which the distribution was
made, provided such Sub 9 stock was held as a capital asset by Sub 5 on the date of
Distribution 8 (section 1223(1)).

(87) The earnings and profits of Sub 9 and Sub 11 were adjusted in
accordance with section 312(h) and § 1.312-10(b).

                                   Distribution 9

Provided that (i) Sub 9’s distribution of Sub 12 stock to Sub 5 in Distribution 9 was
solely with respect to their ownership of Sub 9 stock and (ii) any other transfer of stock,
money, or property between Sub 9, Sub 12 or Sub 5 and any person related to Sub 9,
Sub 12, or Sub 5 is respected as a separate transaction, we rule as follows on
Distribution 9:
PLR-129639-13 71

(88) No gain or loss was recognized by (and no amount was included in the
income of) Sub 5 upon Distribution 9 (section 355(a)).

(89) No gain or loss was recognized by Sub 9 upon Distribution 9 (section
355(c)).

(90)     The basis of the Sub 9 and Sub 12 stock in the hands of Sub 5

immediately after Distribution 9 was the same as Sub 5’s basis in the Sub 9 stock held
immediately before Distribution 9, allocated in the manner described in § 1.358-2(a)(2),
in accordance with sections 358(a) through (c).

(91)       The holding period of the Sub 12 stock received by Sub 5 in Distribution 9

(92) The earnings and profits of Sub 9 and Sub 12 were adjusted in
accordance with section 312(h) and § 1.312-10(b).

                                  Distribution 10

Provided that (i) Sub 5’s distribution of Sub 7 stock to Sub 4 in Distribution 10 was
solely with respect to their ownership of Sub 5 stock and (ii) any other transfer of stock,
money, or property between Sub 5, Sub 7 or Sub 4 and any person related to Sub 5,
Sub 7, or Sub 4 is respected as a separate transaction, we rule as follows on
Distribution 10:

(93) No gain or loss was recognized by (and no amount was included in the
income of) Sub 4 upon Distribution 10 (section 355(a)).

(94) No gain or loss was recognized by Sub 5 upon Distribution 10 (section
355(c)).

(95)       The basis of the Sub 5 and Sub 7 stock in the hands of Sub 4 immediately

after Distribution 10 was the same as Sub 4’s basis in the Sub 5 stock held immediately
before Distribution 10, allocated in the manner described in § 1.358-2(a)(2), in
accordance with sections 358(a) through (c).

(96)      The holding period of the Sub 7 stock received by Sub 4 in Distribution 10

includes the holding period of the Sub 5 stock with respect to which the distribution was
made, provided such Sub 5 stock was held as a capital asset by Sub 4 on the date of
Distribution 10 (section 1223(1)).

(97) The earnings and profits of Sub 5 and Sub 7 were adjusted in accordance
with section 312(h) and § 1.312-10(b).
PLR-129639-13 72

                                  Distribution 11

Provided that (i) Sub 5’s distribution of Sub 8 stock to Sub 4 in Distribution 11 was
solely with respect to their ownership of Sub 5 stock and (ii) any other transfer of stock,
money, or property between Sub 5, Sub 8 or Sub 4 and any person related to Sub 5,
Sub 8, or Sub 4 is respected as a separate transaction, we rule as follows on
Distribution 11:

(98) No gain or loss was recognized by (and no amount was included in the
income of) Sub 4 upon Distribution 11 (section 355(a)).

(99) No gain or loss was recognized by Sub 5 upon Distribution 11 (section
355(c)).

(100)      The basis of the Sub 5 and Sub 8 stock in the hands of Sub 4 immediately

after Distribution 11 was the same as Sub 4’s basis in the Sub 5 stock held immediately
before Distribution 11, allocated in the manner described in § 1.358-2(a)(2), in
accordance with sections 358(a) through (c).

(101)     The holding period of the Sub 8 stock received by Sub 4 in Distribution 11

(102) The earnings and profits of Sub 5 and Sub 8 were adjusted in accordance
with section 312(h) and § 1.312-10(b), as applicable.

                                  Distribution 12

Provided that (i) Sub 5’s distribution of Sub 9 stock to Sub 4 in Distribution 12 was
solely with respect to their ownership of Sub 5 stock and (ii) any other transfer of stock,
money, or property between Sub 5, Sub 9 or Sub 4 and any person related to Sub 5,
Sub 9, or Sub 4 is respected as a separate transaction, we rule as follows on
Distribution 12:

(103) No gain or loss was recognized by (and no amount was included in the
income of) Sub 4 upon Distribution 12 (section 355(a)).

(104) No gain or loss was recognized by Sub 5 upon Distribution 12 (section
355(c)).

(105)      The basis of the Sub 5 and Sub 9 stock in the hands of Sub 4 immediately

after Distribution 12 was the same as Sub 4’s basis in the Sub 5 stock held immediately
before Distribution 12, allocated in the manner described in § 1.358-2(a)(2), in
accordance with sections 358(a) through (c).
PLR-129639-13 73

(106)     The holding period of the Sub 9 stock received by Sub 4 in Distribution 12

(107) The earnings and profits of Sub 5 and Sub 9 were adjusted in accordance
with section 312(h) and § 1.312-10(b), as applicable.

                                  Distribution 13

Provided that (i) Sub 4’s distribution of Sub 7 stock to Sub 3 in Distribution 13 was
solely with respect to their ownership of Sub 4 stock and (ii) any other transfer of stock,
money, or property between Sub 4, Sub 7 or Sub 3 and any person related to Sub 4,
Sub 7, or Sub 3 is respected as a separate transaction, we rule as follows on
Distribution 13:

(108) No gain or loss was recognized by (and no amount was included in the
income of) Sub 3 upon Distribution 13 (section 355(a)).

(109) No gain or loss was recognized by Sub 4 upon Distribution 13 (section
355(c)).

(110)      The basis of the Sub 4 and Sub 7 stock in the hands of Sub 3 immediately

after Distribution 13 was the same as Sub 3’s basis in the Sub 4 stock held immediately
before Distribution 13, allocated in the manner described in § 1.358-2(a)(2), in
accordance with sections 358(a) through (c).

(111)     The holding period of the Sub 7 stock received by Sub 3 in Distribution 13

includes the holding period of the Sub 4 stock with respect to which the distribution was
made, provided such Sub 4 stock was held as a capital asset by Sub 3 on the date of
Distribution 13 (section 1223(1)).

(112)     The earnings and profits of Sub 4 and Sub 7 were adjusted in accordance

with section 312(h) and § 1.312-10(b).

                                  Distribution 14

Provided that (i) Sub 4’s distribution of Sub 8 stock to Sub 3 in Distribution 14 was
solely with respect to their ownership of Sub 4 stock and (ii) any other transfer of stock,
money, or property between Sub 4, Sub 8 or Sub 3 and any person related to Sub 4,
Sub 8, or Sub 3 is respected as a separate transaction, we rule as follows on
Distribution 14:

(113) No gain or loss was recognized by (and no amount was included in the
income of) Sub 3 upon Distribution 14 (section 355(a)).
PLR-129639-13 74

(114) No gain or loss was recognized by Sub 4 upon Distribution 14 (section
355(c)).

(115)      The basis of the Sub 4 and Sub 8 stock in the hands of Sub 3 immediately

after Distribution 14 was the same as Sub 3’s basis in the Sub 4 stock held immediately
before Distribution 14, allocated in the manner described in § 1.358-2(a)(2), in
accordance with sections 358(a) through (c).

(116)     The holding period of the Sub 8 stock received by Sub 3 in Distribution 14

(117)     The earnings and profits of Sub 4 and Sub 8 were adjusted in accordance

with section 312(h) and § 1.312-10(b).

                                  Distribution 15

Provided that (i) Sub 4’s distribution of Sub 9 stock to Sub 3 in Distribution 15 was
solely with respect to their ownership of Sub 4 stock and (ii) any other transfer of stock,
money, or property between Sub 4, Sub 9 or Sub 3 and any person related to Sub 4,
Sub 9, or Sub 3 is respected as a separate transaction, we rule as follows on
Distribution 15:

(118) No gain or loss was recognized by (and no amount was included in the
income of) Sub 3 upon Distribution 15 (section 355(a)).

(119) No gain or loss was recognized by Sub 4 upon Distribution 15 (section
355(c)).

(120)      The basis of the Sub 4 and Sub 9 stock in the hands of Sub 3 immediately

after Distribution 15 was the same as Sub 3’s basis in the Sub 4 stock held immediately
before Distribution 15, allocated in the manner described in § 1.358-2(a)(2), in
accordance with sections 358(a) through (c).

(121)     The holding period of the Sub 9 stock received by Sub 3 in Distribution 15

(122)     The earnings and profits of Sub 4 and Sub 9 were adjusted in accordance

with section 312(h) and § 1.312-10(b).

                               Sub 7 Restructuring

PLR-129639-13 75

(123)      For U.S. federal income tax purposes, Contribution D and the Sub 7

Conversion will be integrated and treated as the transfer by Sub 7 of all of its assets,
subject to liabilities, to Sub 17 in exchange for stock of Sub 17, followed by the
distribution by Sub 7 of the Sub 17 stock to its shareholders in liquidation, and will
constitute a reorganization within the meaning of section 368(a)(1)(F).

(124) Sub 7 and Sub 17 were each “a party to the reorganization” within the
meaning of section 368(b).

(125) Sub 7 did not recognize any gain or loss upon the transfer of all of its
assets to Sub 17 in exchange for Sub 17 stock and the assumption of liabilities
(sections 361(a) and 357(a)).

(126)    Sub 17 did not recognize any gain or loss upon receipt of the Sub 7 assets

in exchange for Sub 17 stock and the assumption of Sub 7’s liabilities (section 1032(a)).

(127) Sub 17’s basis in the assets acquired from Sub 7 in the Sub 7
Restructuring was the same as Sub 7’s basis in such assets immediately before the
Sub 7 Restructuring (section 362(b)).

(128) Sub 17’s holding period for the assets acquired from Sub 7 in the Sub 7
Restructuring includes the period during which such assets were held by Sub 7 (section
1223(2)).

(129)    No gain or loss was recognized by Sub 7 on the distribution of the shares

of Sub 17 stock to Sub 3 (section 361(c)(1)).

(130) No gain or loss was recognized by Sub 3 upon the receipt of the stock of
Sub 17 in exchange for the stock of Sub 7 in the Sub 7 Restructuring (section
354(a)(1)).

(131)     The basis of the Sub 17 stock received by Sub 3 will be equal to the basis

of the Sub 7 stock surrendered by Sub 3 in exchange therefor (section 358(a)(1)).

(132) The holding period for the Sub 17 stock in the hands of Sub 3 includes the
period during which Sub 3 held the Sub 7 stock exchanged therefor, provided that the
Sub 7 stock was held as a capital asset in the hands of Sub 3 on the date of the
exchange (section 1223(1)).

(133) Sub 17 succeeded to and took into account the tax attributes of Sub 7
enumerated in section 381(c), subject to the conditions and limitations specified in
sections 367, 381, 382, 383, 384 and 1502, and the Treasury regulations thereunder, as
applicable (section 381(a)(1) and § 1.381(a)-1).

                          Contribution E and Distribution 16

PLR-129639-13 76

Provided that (i) Sub 3’s distribution of Sub 17 stock to Parent in Distribution 16 was
solely with respect to their ownership of Sub 3 stock, (ii) any money, property, or stock
contributed by Sub 3 to Sub 17 in Contribution E was exchanged solely for stock or
securities in Sub 17, and (iii) any other transfer of stock, money, or property between
Sub 3, Sub 17 or Parent and any person related to Sub 3, Sub 17, or Parent is
respected as a separate transaction, we rule as follows on Contribution E and
Distribution 16:

(134) Contribution E together with Distribution 16 qualified as a “reorganization”
within the meaning of section 368(a)(1)(D). Each of Sub 3 and Sub 17 was “a party to a
reorganization” within the meaning of section 368(b) (§ 1.368-2(f)).

(135) No gain or loss was recognized by Sub 3 on Contribution E (sections
361(a) and 357(a)).

(136) No gain or loss was recognized by Sub 17 on Contribution E (section
1032(a)).

(137) The basis Sub 17 had in each asset received from Sub 3 in Contribution E
was equal to the basis of that asset in the hands of Sub 3 immediately before
Contribution E (section 362(b)).

(138) The holding period Sub 17 had in each asset received from Sub 3 in
Contribution E includes the period during which Sub 3 held that asset (section 1223(2)).

(139) No gain or loss was recognized by Sub 3 on its distribution of Sub 17
stock in Distribution 16 (section 361(c)(1) and § 1.367(e)-1(c)).

(140) No gain or loss was recognized by (and no amount was included in the
income of) Parent upon receipt of Sub 17 stock in Distribution 16 (section 355(a)).

(141)     The basis of the Sub 3 common stock and Sub 17 common stock in the

hands of Parent immediately after Distribution 16 was equal to the basis of the Sub 3
stock held by Parent immediately before Distribution 16 (as adjusted under § 1.358-1)
allocated between the stock of Sub 3 and Sub 17 in proportion to the fair market value
of each in accordance with § 1.358-2 (sections 358(a), (b), and (c)).

(142) The holding period of the Sub 17 common stock received by Parent in
Distribution 16 includes the holding period of the Sub 3 stock with respect to which
Distribution 16 is made, provided the Sub 3 stock was held by Parent as a capital asset
on the date of Distribution 16 (section 1223(1)).

(143) Earnings and profits, if any, were allocated between Sub 3 and Sub 17 in
accordance with section 312(h) and § 1.312-10(a).
PLR-129639-13 77

(144)     To the extent that the stock of any foreign corporation was transferred

from Sub 3 to Sub 17 in Contribution E, the earnings and profits of the foreign
corporation transferred, to the extent attributable to such stock under §§ 1.1248-2 or
1.1248-3 (whichever is applicable) which were accumulated in taxable years of such
foreign corporation beginning after December 31, 1962, during the period Sub 3 held
such stock (or was considered as holding such stock by application of section 1223)
while such corporation was a controlled foreign corporation, within the meaning of
section 957(a), will be attributable to such stock held by Sub 17 (§ 1.1248-1(a)).

                   External Contribution and External Distribution

Provided that (i) Parent’s distribution of Sub 1 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 1 in the External Contribution is
exchanged for stock in Sub 1, the Special Distribution and the Net Excess, if any, and
(iii) any other transfer of stock, money, or property between Parent, Sub 1 or Parent
Stockholders and any person related to Parent, Sub 1, or Parent Stockholders is
respected as a separate transaction, we rule as follows on the External Contribution and
the External Distribution:

(145)    The External Contribution together with the External Distribution qualified

as a “reorganization” within the meaning of section 368(a)(1)(D). Each of Parent and
Sub 1 was “a party to a reorganization” within the meaning of section 368(b) (§ 1.368-
2(f)).

(146)     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 1 stock and the Special Distribution and the Net Excess, if any, on the External
Contribution (sections 357(a) and 361(a), (b)).

(147) No gain or loss was recognized by Sub 1 on the External Contribution
(section 1032(a)).

(148) The basis Sub 1 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 (section 362(b)).

(149) The holding period Sub 1 had in each asset received from Parent in the
External Contribution includes the period during which Parent held that asset (section
1223(2)).

(150)     No gain or loss was recognized by Parent on its distribution of Sub 1 stock

to the Parent Stockholders in the External Distribution (section 361(c)(1) and § 1.367(e)-
1(c)).
PLR-129639-13 78

(151) No gain or loss was recognized by (and no amount was included in the
income of) Parent Stockholders upon receipt of Sub 1 stock in the External Distribution
(section 355(a)).

(152) The basis of the Parent common stock and Sub 1 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 § 1.358-1) allocated between the stock of
Parent and Sub 1 in proportion to the fair market value of each in accordance with
§ 1.358-2 (sections 358(a), (b), and (c)).

(153)     The holding period of the Sub 1 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
(section 1223(1)).

(154) Earnings and profits, if any, were allocated between Parent and Sub 1 in
accordance with section 312(h) and §§ 1.312-10(a) and 1.1502-33(e)(3).

(155)      Parent Stockholders who receive cash in lieu of fractional shares of Sub 1

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 (section 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 1 of the Code.

(156)     To the extent that the stock of any foreign corporation was transferred

from Parent to Sub 1 in the External Contribution, the earnings and profits of the foreign
corporation transferred, to the extent attributable to such stock under §§ 1.1248-2 or
1.1248-3 (whichever is applicable) which were accumulated in taxable years of such
foreign corporation beginning after December 31, 1962, during the period Parent held
such stock (or was considered as holding such stock by application of section 1223)
while such corporation was a controlled foreign corporation, within the meaning of
section 957(a), is attributable to such stock held by Sub 1 (§ 1.1248-1(a)).

(157)     Any payments between Parent and its subsidiaries and Sub 1 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. Arrowsmith v. Commissioner, 344 U.S.
6 (1952); Rev. Rul. 83-73, 1983-1 C.B. 84).
PLR-129639-13 79

(158) Sub 1 is not a successor to Parent for purposes of section 1504(a)(3).

                                        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 § 1.355-2(b);

   (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 section 355(a)(1)(B) and
            § 1.355-2(d));

   (iii) Whether any of the Distributions were or are part of a plan (or series of
         related transactions) under section 355(e)(2)(A)(ii) and § 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 §§ 301.7701, 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)      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 1;

   (vii)     The application of sections 367 or 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 80

                            PROCEDURAL MATTERS

  This ruling is directed only to the taxpayer who requested it. Section 6110(k)(3)

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 4
                                    Office of Associate Chief Counsel
                                    (Corporate)

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On this page

Document type

Private Letter Ruling

IRS subject

Complete Liquidation of Subsidiaries; Spin-Off; Distributions Within a Consolidated Group; Assets for Control of Transferee (Type "D"); Change in Identity, etc. (Type "F")

Topics

Corporate transactions and reorganizations

Code sections

§ 304, § 312, § 318, § 332, § 334, § 337, § 354, § 355, § 356, § 357, § 358, § 361, § 362, § 367, § 368, § 381, § 382, § 383, § 384, § 897, § 957, § 1001, § 1032, § 1223, § 1248, § 1297, § 1502, § 1504, § 6110

Ruling dated

July 8, 2014

Publicly released

November 7, 2014

View Official PDF