Sec. 1.996-7 Carryover of DISC tax attributes.
In general.
Carryover of a DISC's divisions of earnings and profits to acquiring corporations in nontaxable transactions shall be subject to rules generally applicable to other corporate tax attributes. For example, a DISC which acquires the assets of another DISC in a transaction to which section 381(a) applies shall succeed to, and take into account, the divisions of the earnings and profits of the transferor DISC in accordance with section 381(c)(2).
(b) Allocation of divisions of earnings and profits in corporate separations.
If one DISC transfers part of its assets to a controlled DISC in a transaction to which section
368(a)(1)(D)applies and immediately thereafter the stock of the controlled DISC is distributed in a distribution or exchange to which section
355(or so much of section
356as relates to section
355) applies, then--
The earnings and profits of the distributing DISC immediately before the transaction shall be allocated between the distributing DISC and the controlled DISC in accordance with the provisions of section
1.312-10.
(ii) Each of the divisions of such earnings and profits, namely previously taxed income, accumulated DISC income, and other earnings and profits, shall be allocated between the distributing DISC and the controlled DISC on the same basis as the earnings and profits are allocated.
(iii) Any assets of the distributing DISC whose status as qualified export assets is limited by its accumulated DISC income (e.g., producer's loans described in section 1.993-4, Export-Import Bank and other obligations described in section 1.993-2(h), and financing obligations described in section 1.993-2(i)) shall be treated as having been allocated, for the purpose of determining the classification of such assets in the hands of the distributing DISC or the controlled DISC, on the same basis as the earnings and profits are allocated regardless of how such assets are actually allocated.
Example.
The provisions of this paragraph may be illustrated by the following example:
Example
. On January 1, 1974, P Corporation transfers part of its assets to S Corporation, a newly organized subsidiary of P, in a transaction described in section
368(a)(1)(D)and distributes all the S stock in a transaction which qualifies under section
355. Immediately before such transfer, P had earnings and profits of $120,000 of which $100,000 constitutes accumulated DISC income. The unpaid balance of P's producer's loans is $80,000 all of which is retained by P. Pursuant to section
1.312-10, 25 percent of P's accumulated DISC income is allocated to S (i.e., $25,000). P's producer's loans will be treated as allocated to S in the same proportion. Accordingly, for purposes of determining, under section
1.993-4(a)(3), the amount of producer's loans which S is entitled to make, S is treated as having an unpaid balance of producer's loans of $20,000 (i.e., 25% x $80,000) and P is treated as having an unpaid balance of $60,000 (i.e., 75% x $80,000).
Accumulated DISC income accounts of separate DISC's maintained after corporate combination.
If two or more DISC's combine to form a new DISC, or if the assets of one DISC are acquired by another DISC, in a transaction described in section 381(a), accumulated DISC income of the acquired DISC or DISC's shall carry over and be taken into account by the acquiring or new DISC, except that a separate account shall be maintained for the accumulated DISC income of any DISC scheduled to be received as a deemed distribution by its shareholders under section 1.995-3 (relating to deemed distributions upon disqualification). If, as a part of such transaction, the stock of the DISC which has accumulated DISC income scheduled to be deemed distributed is exchanged for stock of the acquiring or new DISC to which such accumulated DISC income is carried over and which maintains a separate account, then such accumulated DISC income shall be deemed distributed pro rata to shareholders of the acquiring or new DISC on the basis of stock ownership immediately after the exchange.
[T.D. 7324, 39 FR 35125, Sept. 30, 1974]
