rp-02-32.pdf

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Rev. Proc. 2002-32, 2002-20 I.R.B. , dated May 20, 2002, is being re-released to make certain
technical changes. The specific changes are contained below in a redline version of the changed
paragraphs. The changes are technical in nature, and they relate to certain corporations (or other entites
that were corporations, or other entities that become corporations) that are not, or were not, includible in a
consolidated return group.

Rev. Proc. 2002-32

SECTION 4. SCOPE

.02 Except as provided in section 4.05, 1504(a)(3)(A) does not apply to prevent the inclusion in a
consolidated return of any corporation that was a member of a consolidated group (the terminating group)
and that ceased to be a member of such group solely as a result of a transaction in which a nonmember
corporation acquired the assets of the common parent of the terminating group in a reorganization
described in 368(a)(1)(A), (C), (D), or (G) (but, with respect to a reorganization described in

368(a)(1)(D) or (G), only if the requirements of 354(b)(1)(A) and (B) are met), and immediately after
the acquisition, the acquiring corporation is the common parent of another affiliated group (the acquiring
group). If the acquiring group files a consolidated return, all members of the terminating group that are
includible corporations must be included in the consolidated return. See Rev. Rul. 91-70, 1991-2 C.B.
361.

.03 Except as provided in section 4.05, 1504(a)(3)(A) does not apply to prevent the inclusion in a
consolidated return of any corporation that was a member of a consolidated group (the terminating group)
and that ceased to be a member of such group solely as a result of a transaction in which a member of
the terminating group acquired (a) the assets of a nonmember corporation in a reorganization described in
368(a)(1)(A), (C), (D), or (G) (but, with respect to a reorganization described in 368(a)(1)(D) or (G),
only if the requirements of 354(b)(1)(A) and (B) are met) or (b) the stock of a nonmember corporation,
and the acquisition was a reverse acquisition described in 1.1502-75(d)(3) of the Income Tax
Regulations in which the terminating group ceased to exist. If the group that remains in existence files a
consolidated return, all members of the terminating group that are includible corporations must be
included in the consolidated return. See Rev. Rul. 91-70.

.04 Except as provided in section 4.05, 1504(a)(3)(A) does not apply to prevent the inclusion in a
consolidated return of any corporation that was a member of a consolidated group (the terminating group)
and that ceased to be a member of the terminating group solely as a result of a transaction in which (1) a
nonmember corporation (the acquiring corporation) acquired (a) the assets of the common parent of the
terminating group in a reorganization described in 368(a)(1)(A), (C), (D), or (G) (but, with respect to a
reorganization described in 368(a)(1)(D) or (G), only if the requirements of 354(b)(1)(A) and (B) are
met) or (b) stock of the common parent of the terminating group that satisfies the requirements of
1504(a)(2), (2) immediately after such acquisition, the acquiring corporation is a member of another
affiliated group (the acquiring group), and (3) subsequent to such acquisition, the common parent of the
acquiring group or a successor of the common parent of the acquiring group acquires assets or stock of
the former common parent of the terminating group or a successor of such former common parent. If the
acquiring group files a consolidated return, the corporation must be included in the consolidated return,
provided such corporation is an includible corporation. Cf. Rev. Rul. 91-70.

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SECTION 5. PROCEDURE FOR A DECONSOLIDATED CORPORATION TO REQUEST AN
AUTOMATIC WAIVER UNDER SECTION 1504(a)(3)(B)

.03 If the common parent of the current group is the common parent of the group from which the
deconsolidated corporation or its predecessor disaffiliated (the former group), a representation that such
common parent was subject to tax under subchapter C of chapter 1 of the Code at all timesnot an S
corporation, an entity disregarded as an entity separate from its owner, a real estate investment trust, or a
regulated investment company at any time during the period of disaffiliation .- If the common parent of the
current group was not the common parent of the former group, a representation that the common parent
of the former group and each successor of the common parent of the former group was subject to tax
under subchapter C of chapter 1 of the Code at all timesnot an S corporation, an entity disregarded as an
entity separate from its owner, a real estate investment trust, or a regulated investment company at any
time during the period beginning on the date of disaffiliation and ending on the date that such common
parent or successor ceased to exist .- In addition, if the common parent of the current group was not the
common parent of the former group, a representation that the common parent of the current group was
subject to tax under subchapter C of chapter 1 of the Code at all timesnot an S corporation, an entity
disregarded as an entity separate from its owner, a real estate investment trust, or a regulated investment
company at any time during the period beginning on the date that such corporation became a successor
of the common parent of the former group and ending on the date the deconsolidated corporation became
a member of the current group.

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# Part III

Administrative, Procedural, and Miscellaneous

26 CFR 601.201: Rulings and determination letters.
(Also Part I, 1502, 1504; 1.1502-75, 1.1504-1.)

Rev. Proc. 2002-32

## SECTION 1. PURPOSE

.01 This revenue procedure clarifies and supersedes Rev. Proc. 91-71, 1991-2 C.B.
900, which grants certain taxpayers a waiver of the general rule of 1504(a)(3)(A) of
the Internal Revenue Code. Section 1504(a)(3)(A) generally provides that a corporation
that ceased to be a member of a consolidated group (or a successor of such
corporation) may not be included in any consolidated return filed by that affiliated group
(or another affiliated group with the same common parent or a successor of such
common parent) before the 61st month beginning after the first taxable year in which
such corporation ceased to be a member of such group.

.02 If (1) 1504(a)(3)(A) applies to prevent the inclusion of a corporation in a
consolidated return, and (2) the representations described in sections 5.03 and 5.14 of
this revenue procedure can be made with respect to such corporation, then such
corporation may be included in the consolidated return for the taxable year that includes
the date on which 1504(a)(3)(A) would first apply to prevent such corporation from
being included in such consolidated return if, and only if, an automatic waiver of the
general rule of 1504(a)(3)(A) is obtained pursuant to section 5 of this revenue
procedure.

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.03 If (1) 1504(a)(3)(A) applies to prevent the inclusion of a corporation in a
consolidated return, and (2) the representations described in section 5.03 or 5.14 of this
revenue procedure cannot be made with respect to such corporation, then a waiver of
the application of the general rule of 1504(a)(3)(A) for any taxable year may only be
obtained in the form of a private letter ruling pursuant to section 7 of this revenue
procedure.

.04 If (1) 1504(a)(3)(A) applies to prevent the inclusion of a corporation in a
consolidated return, (2) the representations described in sections 5.03 and 5.14 of this
revenue procedure can be made with respect to such corporation, and (3) the
procedures for obtaining an automatic waiver of the general rule of 1504(a)(3)(A) are
not followed, then a waiver of the application of the general rule of 1504(a)(3)(A) may
be obtained only for taxable years other than the taxable year that includes the date on
which 1504(a)(3)(A) first applies to prevent such corporation from being included in a
consolidated return and may only be obtained in the form of a private letter ruling
pursuant to section 7 of this revenue procedure.

SECTION 2. BACKGROUND

.01 Section 1504(a)(3)(A) provides that (1) if a corporation is included (or required to
be included) in a consolidated return filed by an affiliated group for a taxable year that
includes any period after December 31, 1984, and (2) the corporation ceases to be a
member of such affiliated group in a taxable year beginning after December 31, 1984,
the corporation (and any successor of the corporation) may not be included in any
consolidated return filed by such affiliated group (or by another affiliated group with the
same common parent or a successor of the common parent) before the 61st month

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beginning after its first taxable year in which it ceased to be a member of such affiliated
group. Section 1504(a)(3)(B) provides that the Secretary may waive the application of
1504(a)(3)(A) to any corporation for any period subject to such conditions as the
Secretary may prescribe.

.02 For purposes of this revenue procedure, unless otherwise provided, a reference
to a successor of a corporation includes each successor of a successor of such
corporation, and a reference to a predecessor of a corporation includes each
predecessor of a predecessor of such corporation.

# SECTION 3. APPLICATION

.01 Any corporation described in section 4.01 of this revenue procedure that requests
an automatic waiver by complying with the requirements set forth in section 5 of this
revenue procedure is hereby granted a waiver under 1504(a)(3)(B) so that the
corporation may be included in the consolidated return filed (or required to be filed) by
the affiliated group of which it is a member, as provided in section 6 of this revenue
procedure. Any corporation described in section 4.01 of this revenue procedure that
does not or cannot comply with the requirements set forth in section 5 may request a
waiver of the application of the general rule of 1504(a)(3)(A) pursuant to section 7 of
this revenue procedure.

.02 If pursuant to section 4.02, 4.03, or 4.04 of this revenue procedure,

1504(a)(3)(A) does not apply to prevent the inclusion in a consolidated return of a
corporation, such corporation must be included in the consolidated return filed by the
affiliated group of which it is a member. No waiver is necessary.

SECTION 4. SCOPE

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.01 This revenue procedure applies to any corporation (a deconsolidated corporation)
(1) that was included (or was required to be included), or whose predecessor was
included (or was required to be included), in a consolidated return filed (or required to
be filed) by an affiliated group (the original group), (2) that ceased, or whose
predecessor ceased, to be a member of such original group, and (3) that subsequently
became affiliated with that original group (or another affiliated group with the same
common parent or a successor of such common parent) before the 61st month
beginning after the first taxable year in which it or its predecessor ceased to be a
member of the original group.

.02 Except as provided in section 4.05, 1504(a)(3)(A) does not apply to prevent the
inclusion in a consolidated return of any corporation that was a member of a
consolidated group (the terminating group) and that ceased to be a member of such
group solely as a result of a transaction in which a nonmember corporation acquired the
assets of the common parent of the terminating group in a reorganization described in
368(a)(1)(A), (C), (D), or (G) (but, with respect to a reorganization described in
368(a)(1)(D) or (G), only if the requirements of 354(b)(1)(A) and (B) are met), and
immediately after the acquisition, the acquiring corporation is the common parent of
another affiliated group (the acquiring group). If the acquiring group files a consolidated
return, all members of the terminating group that are includible corporations must be
included in the consolidated return. See Rev. Rul. 91-70, 1991-2 C.B. 361.

.03 Except as provided in section 4.05, 1504(a)(3)(A) does not apply to prevent the
inclusion in a consolidated return of any corporation that was a member of a
consolidated group (the terminating group) and that ceased to be a member of such

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group solely as a result of a transaction in which a member of the terminating group
acquired (a) the assets of a nonmember corporation in a reorganization described in
368(a)(1)(A), (C), (D), or (G) (but, with respect to a reorganization described in
368(a)(1)(D) or (G), only if the requirements of 354(b)(1)(A) and (B) are met) or (b)
the stock of a nonmember corporation, and the acquisition was a reverse acquisition
described in 1.1502-75(d)(3) of the Income Tax Regulations in which the terminating
group ceased to exist. If the group that remains in existence files a consolidated return,
all members of the terminating group that are includible corporations must be included
in the consolidated return. See Rev. Rul. 91-70.

.04 Except as provided in section 4.05, 1504(a)(3)(A) does not apply to prevent the
inclusion in a consolidated return of any corporation that was a member of a
consolidated group (the terminating group) and that ceased to be a member of the
terminating group solely as a result of a transaction in which (1) a nonmember
corporation (the acquiring corporation) acquired (a) the assets of the common parent of
the terminating group in a reorganization described in 368(a)(1)(A), (C), (D), or (G)
(but, with respect to a reorganization described in 368(a)(1)(D) or (G), only if the
requirements of 354(b)(1)(A) and (B) are met) or (b) stock of the common parent of
the terminating group that satisfies the requirements of 1504(a)(2), (2) immediately
after such acquisition, the acquiring corporation is a member of another affiliated group
(the acquiring group), and (3) subsequent to such acquisition, the common parent of
the acquiring group or a successor of the common parent of the acquiring group
acquires assets or stock of the former common parent of the terminating group or a

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successor of such former common parent. If the acquiring group files a consolidated
return, the corporation must be included in the consolidated return, provided such
corporation is an includible corporation. Cf. Rev. Rul. 91-70.

.05 If a corporation is described in section 4.02, 4.03, or 4.04, and such corporation
(or such corporation s predecessor, as applicable) (1) was included (or was required to
be included) in a consolidated return filed (or required to be filed) by an affiliated group
other than the terminating group (a prior group), (2) ceased to be a member of such
prior group, and (3) subsequently became affiliated with such prior group (or another
affiliated group with the same common parent or a successor of the common parent of
such prior group) before the 61st month beginning after the first taxable year in which it
or its predecessor ceased to be a member of such group, 1504(a)(3)(A) applies to
prevent the inclusion of such corporation in a consolidated return of such prior group or
another affiliated group with the same common parent or a successor of the common
parent of such prior group. Accordingly, that corporation is treated as a deconsolidated
corporation and must comply with the requirements set forth in section 5 of this revenue
procedure (or if it cannot comply with section 5, section 7) to obtain a waiver of
1504(a)(3)(A).

SECTION 5. PROCEDURE FOR A DECONSOLIDATED CORPORATION TO
REQUEST AN AUTOMATIC WAIVER UNDER SECTION 1504(a)(3)(B)

To obtain an automatic waiver of 1504(a)(3)(A), the deconsolidated corporation
must be included in a timely-filed consolidated return (including extensions) of the
affiliated group with respect to which the waiver request relates (the current group), for
the taxable year that includes the date on which such corporation most recently became

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a member of such affiliated group. In addition, a statement, filed under penalties of
perjury, that includes the information described in sections 5.01 through 5.14 of this
revenue procedure, which is subject to verification on examination, as provided by
section 6.02 of this revenue procedure, must be attached to such return.

.01 The following heading typed or legibly printed at the top of the statement:

"AUTOMATIC WAIVER OF THE APPLICATION OF SECTION 1504(a)(3) FILED
PURSUANT TO REV. PROC. 2002-32.

.02 The name, address, and employer identification number of the deconsolidated
corporation, and the name, address, and employer identification number of each
corporation, if any, that was a predecessor of such deconsolidated corporation at any
time on or after the date a predecessor of such deconsolidated corporation ceased to
be a member of the current group (or another affiliated group with the same common
parent or a predecessor of the common parent of the current group).

.03 If the common parent of the current group is the common parent of the group
from which the deconsolidated corporation or its predecessor disaffiliated (the former
group), a representation that such common parent was not an S corporation, an entity
disregarded as an entity separate from its owner, a real estate investment trust, or a
regulated investment company at any time during the period of disaffiliation. If the
common parent of the current group was not the common parent of the former group, a
representation that the common parent of the former group and each successor of the
common parent of the former group was not an S corporation, an entity disregarded as
an entity separate from its owner, a real estate investment trust, or a regulated
investment company at any time during the period beginning on the date of disaffiliation

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and ending on the date that such common parent or successor ceased to exist. In
addition, if the common parent of the current group was not the common parent of the
former group, a representation that the common parent of the current group was not an
S corporation, an entity disregarded as an entity separate from its owner, a real estate
investment trust, or a regulated investment company at any time during the period
beginning on the date that such corporation became a successor of the common parent
of the former group and ending on the date the deconsolidated corporation became a
member of the current group.

.04 The year in which the current group elected to file consolidated returns.

.05 The date on which the deconsolidated corporation or its predecessor ceased to
be a member of either the current group or the former group.

.06 The date on which the deconsolidated corporation most recently became a
member of the current group.

.07 A description of the manner by which the deconsolidated corporation or its
predecessor ceased to be a member of the current group or the former group and the
manner by which the deconsolidated corporation became a member of the current
group (redemption of stock, new issuance of stock, etc.). This statement should include
the business purposes of the transactions that caused the disaffiliation and subsequent
affiliation and describe whether the transactions were with a related party.

.08 If the common parent of the current group is the common parent of the former
group and the former group remained in existence throughout the period of
disaffiliation, the taxable income of the current group for (1) the taxable year prior to the
taxable year in which the deconsolidated corporation or its predecessor ceased to be a

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member of the current group, (2) the taxable year in which the deconsolidated
corporation or its predecessor ceased to be a member of such group, (3) each taxable
year subsequent to the taxable year in which the deconsolidated corporation or its
predecessor ceased to be a member of such group but before the deconsolidated
corporation again became a member of the current group, and (4) the taxable year in
which the deconsolidated corporation became a member of the current group.

.09 If the common parent of the current group is the common parent of the former
group and the former group ceased to exist on or after the date on which the
deconsolidated corporation or its predecessor ceased to be a member of the former
group and before the date the deconsolidated corporation became a member of the
current group, the taxable income of the former group for (1) the taxable year prior to
the taxable year in which the deconsolidated corporation or its predecessor ceased to
be a member of the former group, (2) the taxable year in which the deconsolidated
corporation or its predecessor ceased to be a member of such group, and (3) each
taxable year, if any, subsequent to the taxable year in which the deconsolidated
corporation or its predecessor ceased to be a member of such group and during which
such group existed. In addition, (1) the taxable income of the common parent of the
former group or its successor for each interim taxable year (as defined herein) during
which such common parent of the former group was not the common parent of a
consolidated group, (2) the taxable income of any consolidated group other than the
former group of which the common parent of the former group or its successor was the
common parent during any interim taxable year for each interim taxable year, and (3)
the taxable income of the current group for the taxable year in which the deconsolidated

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corporation became a member of the current group. For purposes of this section 5.09
and sections 5.10 and 5.11 of this revenue procedure, the term interim taxable year
refers to any taxable year that is subsequent to the taxable year in which the
deconsolidated corporation or its predecessor ceased to be a member of the former
group but before the taxable year in which the deconsolidated corporation became a
member of the current group.

. 10 If the common parent of the current group is not the common parent of the former
group, the taxable income of the former group for (1) the taxable year prior to the
taxable year in which the deconsolidated corporation or its predecessor ceased to be a
member of the former group, (2) the taxable year in which the deconsolidated
corporation or its predecessor ceased to be a member of such group, and (3) each
interim taxable year, if any, during which such group existed. In addition, (1) the
taxable income of the common parent of the former group or its successor for each
interim taxable year during which such common parent of the former group or its
successor was not the common parent of a consolidated group, (2) the taxable income
of any consolidated group other than the former group of which the common parent of
the former group or its successor was the common parent during any interim taxable
year for each interim taxable year, and (3) the taxable income of the current group for
the taxable year in which the deconsolidated corporation became a member of the
current group.

.11 The taxable income, or separate taxable income (adjusted for the items that
would be taken into account in determining the consolidated net operating loss
attributable to the deconsolidated corporation under 1.1502-21(b)(2)(iv)), as the case

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may be, of the deconsolidated corporation or its predecessor, as applicable, for (1) the
taxable year prior to the taxable year in which the deconsolidated corporation or its
predecessor ceased to be a member of the current group or the former group, (2) the
taxable year in which the deconsolidated corporation or its predecessor ceased to be a
member of such group, (3) each interim taxable year, and (4) the taxable year in which
the deconsolidated corporation became a member of the current group.

.12 An analysis of the effect of the disaffiliation and the effect of the subsequent
consolidation on the following items of (a) the deconsolidated corporation and its
predecessor, as applicable, (b) the current group, and (c) if the current group is not the
group from which the deconsolidated corporation or its predecessor disaffiliated, the
former group or, if the former group terminated as a result of the disaffiliation or during
the period of the disaffiliation, the common parent of the former group and the members
of the former group (or their successors, if applicable) with which such common parent
(or its successor, as applicable) was affiliated at any time during the period of
disaffiliation for all periods described in section 5.11 of this revenue procedure:

(1) Taxable income;

(2) Gains and losses on intercompany transactions;

(3) Excess loss accounts;

(4) Tax liability;

(5) Net operating loss carryovers;

(6) Capital loss carryovers;

(7) Tax credits; and

(8) Losses deferred pursuant to 267(f).

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.13 In the case of a consolidated group of which one or more members are reporting
corporations described in 6038A(a), an analysis of the effect of the disaffiliation and
the effect of the subsequent consolidation on the United States taxation of any related
party within the meaning of 6038A(c)(2) (other than a member of the group). Such
analysis must take into account any transfers of money or property occurring during the
period of disaffiliation and involving (directly or indirectly) the deconsolidated
corporation, its predecessors, and any reporting corporation or related party, if such
transfers are not in the ordinary course of business.

.14 A representation that the disaffiliation and subsequent consolidation has not
provided and will not provide a benefit of a reduction in income, increase in loss, or any
other deduction, credit, or allowance (a federal tax savings) that would not otherwise be
secured or have been secured had the disaffiliation and subsequent consolidation not
occurred, including, but not limited to, the use of a net operating loss or credit that
would have otherwise expired, or the use of a loss recognized on a disposition of stock
of the deconsolidated corporation or a predecessor of such corporation. In determining
whether the disaffiliation and subsequent consolidation provided or will provide a
federal tax savings, the net tax consequences to all parties, taking into account the time
value of money, are considered.

## SECTION 6. EFFECT OF WAIVER

.01 A waiver under 1504(a)(3)(B) granted pursuant to section 3.01 of this revenue
procedure is binding on the consolidated group that files the statement required by
section 5 of this revenue procedure with a consolidated return and may not be revoked
by such consolidated group. The waiver is binding as of the date on which the

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deconsolidated corporation most recently became a member of the current group and
as long as the deconsolidated corporation or a successor of such corporation remains a
member of the current group or another group with a common parent that is a
successor of the common parent of the current group, unless permission is granted for
the entire group to cease filing a consolidated return.

.02 Notwithstanding section 6.01, if the Service determines that the information
provided pursuant to section 5 of this revenue procedure was incorrect in any material
respect at the time the waiver request was filed, the Service may revoke the waiver
granted pursuant to this revenue procedure at any time, for all or any part of the period
for which it was granted.

# SECTION 7. DECONSOLIDATED CORPORATIONS THAT DO NOT QUALIFY FOR THE AUTOMATIC WAIVER

If a deconsolidated corporation cannot qualify for an automatic waiver pursuant to
section 3.01 of this revenue procedure, a waiver under 1504(a)(3)(B) may only be
obtained through a letter ruling request filed in accordance with Rev. Proc. 2002-1,
2002-1 I.R.B. 1 (or similar revenue procedure applicable to a later year). If the
representations described in sections 5.03 and 5.14 of this revenue procedure can be
made with respect to such corporation and the procedures for obtaining an automatic
waiver of the general rule of 1504(a)(3)(A) are not followed, however, then a private
letter ruling can only be obtained to waive the application of the general rule of

1504(a)(3)(A) for taxable years other than the taxable year that includes the date on
which 1504(a)(3)(A) first applies to prevent such corporation from being included in
the consolidated return. The letter ruling request must be submitted by the common

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parent of the affiliated group of which the deconsolidated corporation becomes a
member before the due date (including extensions) of the consolidated return for the
tax year with respect to which the waiver is requested. The letter ruling request must
include the information set forth in section 5 of this revenue procedure. To the extent
that the representations set forth in section 5.03 or section 5.14 of this revenue
procedure cannot be made, however, the letter ruling request must: (1) contain
information establishing that federal tax savings (as described in section 5.14 of this

revenue procedure) was not a purpose of the disaffiliation, and that the amount of any

federal tax savings attributable to the disaffiliation or a subsequent consolidation is not
significant; and (2) state whether the deconsolidated corporation or a predecessor of
such corporation was, at any time during the period of disaffiliation, in the effective
control of any member (or successor of any member) of the current group or the former
group.

## SECTION 8. EFFECT ON OTHER DOCUMENTS

Rev. Proc. 91-71, 1991-2 C.B. 900, is clarified, and, as clarified, is superseded.

### SECTION 9. EFFECTIVE DATE

This revenue procedure is generally effective for consolidated returns due (including
extensions) on or after May 20, 2002. Section 7 of this revenue procedure, however,
applies to all letter ruling requests postmarked, or if not mailed, received, after May 20,
2002. Nonetheless, the Service may ask the taxpayer to submit information specified in
this revenue procedure for any ruling requests postmarked, or if not mailed, received,
before that date.

SECTION 10. PAPERWORK REDUCTION ACT

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The collections of information contained in this revenue procedure have been
reviewed and approved by the Office of Management and Budget (OMB) in accordance
with the Paperwork Reduction Act (44 U.S.C. 3507) under control number 1545-1784.
An agency may not conduct or sponsor, and a person is not required to respond to, a
collection of information unless the collection of information displays a valid OMB
control number.

The collections of information in this revenue procedure are in section 5 and section
7. This information is required to determine whether a taxpayer qualifies for a waiver
under this revenue procedure. The collections of information are required to obtain a
benefit. The likely respondents are corporations that were formerly members of
consolidated groups and that later join affiliated groups.

The estimated total annual reporting burden is 100 hours.

The estimated annual burden per respondent varies from 2 hours to 8 hours,
depending on individual circumstances, with an estimated average of 5 hours. The
estimated number of respondents is 20.

The estimated annual frequency of responses is on occasion.

Books or records relating to a collection of information must be retained as long as
their contents may become material in the administration of any internal revenue tax
law. Generally tax returns and tax return information are confidential, as required by 26
U.S.C. 6103.

SECTION 11. DRAFTING INFORMATION

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The principal author of this revenue procedure is Vincent Daly of the Office of
Associate Chief Counsel (Corporate). For further information regarding this revenue
procedure, contact Mr. Daly on (202) 622-7770 (not a toll-free call).