[Code of Federal Regulations]
[Title 26, Volume 12]
[Revised as of April 1, 2004]
From the U.S. Government Printing Office via GPO Access
[CITE: 26CFR1.1502-11]

[Page 260-264]
 
                       TITLE 26--INTERNAL REVENUE
 
    CHAPTER I--INTERNAL REVENUE SERVICE, DEPARTMENT OF THE TREASURY 
                               (CONTINUED)
 
PART 1_INCOME TAXES--Table of Contents
 
Sec. 1.1502-11  Consolidated taxable income.

    (a) In general. The consolidated taxable income for a consolidated 
return year shall be determined by taking into account:
    (1) The separate taxable income of each member of the group (see 
Sec. 1.1502-12 for the computation of separate taxable income);
    (2) Any consolidated net operating loss deduction (see Sec. Sec. 
1.1502-21 (or 1.1502-21A, as appropriate) for the computation of the 
consolidated net operating loss deduction);
    (3) Any consolidated capital gain net income (net capital gain for 
taxable years beginning before January 1, 1977) (see Sec. Sec. 1.1502-
22 (or 1.1502-22A, as appropriate) for the computation of the 
consolidated capital gain net income (net capital gain for taxable years 
beginning before January 1, 1977));
    (4) Any consolidated section 1231 net loss (see Sec. Sec. 1.1502-
23 (or 1.1502-23A, as appropriate) for the computation of the 
consolidated section 1231 net loss);
    (5) Any consolidated charitable contributions deduction (see Sec. 
1.1502-24 for the computation of the consolidated charitable 
contributions deduction);
    (6) Any consolidated section 922 deduction (see Sec. 1.1502-25 for 
the computation of the consolidated section 922 deduction);
    (7) Any consolidated dividends received deduction (see Sec. 1.1502-
26 for the computation of the consolidated dividends received 
deduction); and
    (8) Any consolidated section 247 deduction (see Sec. 1.1502-27 for 
the computation of the consolidated section 247 deduction).
    (b) Elimination of circular stock basis adjustments--(1) In general. 
If one member (P) disposes of the stock of another member (S), this 
paragraph (b) limits the use of S's deductions and losses in the year of 
disposition and the carryback of items to prior years. The purpose of 
the limitation is to prevent P's income or gain from the disposition of 
S's stock from increasing the absorption of S's deductions and losses, 
because the increased absorption would reduce P's basis (or increase its 
excess

[[Page 261]]

loss account) in S's stock under Sec. 1.1502-32 and, in turn, increase 
P's income or gain. See paragraph (b)(3) of this section for the 
application of these principles to P's deduction or loss from the 
disposition of S's stock, and paragraph (b)(4) of this section for the 
application of these principles to multiple stock dispositions. See 
Sec. 1.1502-19(c) for the definition of disposition.
    (2) Limitation on deductions and losses--(i) Determination of amount 
of limitation. If P disposes of one or more shares of S's stock, the 
extent to which S's deductions and losses for the tax year of the 
disposition (and its deductions and losses carried over from prior 
years) may offset income and gain is subject to limitation. The amount 
of S's deductions and losses that may offset income and gain is 
determined by tentatively computing taxable income (or loss) for the 
year of disposition (and any prior years to which the deductions or 
losses may be carried) without taking into account P's income and gain 
from the disposition.
    (ii) Application of limitation. S's deductions and losses offset 
income and gain only to the extent of the amount determined under 
paragraph (b)(2)(i) of this section. To the extent S's deductions and 
losses in the year of disposition cannot offset income or gain because 
of the limitation under this paragraph (b), the items are carried to 
other years under the applicable provisions of the Internal Revenue Code 
and regulations as if they were the only items incurred by S in the year 
of disposition. For example, to the extent S incurs an operating loss in 
the year of disposition that is limited, the loss is treated as a 
separate net operating loss attributable to S arising in that year. The 
tentative computation does not affect the manner in which S's unlimited 
deductions and losses are absorbed or the manner in which deductions and 
losses of other members are absorbed. (If the amount of S's unlimited 
deductions and losses actually absorbed is less than the amount absorbed 
in the tentative computation, P's stock basis adjustments under Sec. 
1.1502-32 reflect only the amounts actually absorbed.)
    (iii) Examples. For purposes of the examples in this paragraph (b), 
unless otherwise stated, P owns all of the only class of S's stock for 
the entire year, S owns no stock of lower-tier members, the tax year of 
all persons is the calendar year, all persons use the accrual method of 
accounting, the facts set forth the only corporate activity, all 
transactions are between unrelated persons, and tax liabilities are 
disregarded. The principles of this paragraph (b)(2) are illustrated by 
the following examples.

    Example 1. Limitation on losses with respect to stock gain. (a) P 
has a $500 basis in S's stock. For Year 1, P has ordinary income of $30 
(determined without taking P's gain or loss from the disposition of S's 
stock into account) and S has an $80 ordinary loss. P sells S's stock 
for $520 at the close of Year 1.
    (b) To determine the amount of the limitation on S's loss under 
paragraph (b)(2)(i) of this section, and the effect under Sec. 1.1502-
32(b) of the absorption of S's loss on P's basis in S's stock, P's gain 
or loss from the disposition of S's stock is not taken into account. The 
group is tentatively treated as having a consolidated net operating loss 
of $50 (P's $30 of income minus S's $80 loss). Thus, $50 of S's loss is 
limited under this paragraph (b).
    (c) Because $30 of S's loss is absorbed in the determination of 
consolidated taxable income under paragraph (b)(2)(ii) of this section, 
P's basis in S's stock is reduced under Sec. 1.1502-32(b) from $500 to 
$470 immediately before the disposition. Consequently, P recognizes a 
$50 gain from the sale of S's stock and the group has consolidated 
taxable income of $50 for Year 1 (P's $30 of ordinary income and $50 
gain from the sale of S's stock, less the $30 of S's loss). In addition, 
S's limited loss of $50 is treated as a separate net operating loss 
attributable to S and, because S ceases to be a member, the loss is 
apportioned to S under Sec. 1.1502-21 (or Sec. 1.1502-79A, as 
appropriate) and carried to its first separate return year.
    Example 2. Carrybacks and carryovers. (a) For Year 1, the P group 
has consolidated taxable income of $30, and a consolidated net capital 
loss of $100 ($50 attributable to P and $50 to S). At the beginning of 
Year 2, P has a $300 basis in S's stock. For Year 2, P has ordinary 
income of $30, and a $20 capital gain (determined without taking the 
$100 consolidated net capital loss carryover or P's gain or loss from 
the disposition of S's stock into account), and S has a $100 ordinary 
loss. P sells S's stock for $280 at the close of Year 2.
    (b) To determine the amount of the limitation under paragraph 
(b)(2)(i) of this section on S's losses, and the effect of the 
absorption of S's losses on P's basis in S's stock under Sec. 1.1502-
32(b), P's gain or loss from the disposition of S's stock is not taken 
into account. For Year 2, the P group is tentatively

[[Page 262]]

treated as having a $70 consolidated net operating loss (S's $100 
ordinary loss, less P's $30 of ordinary income). The P group is also 
treated as having no consolidated net capital gain in Year 2, because 
P's $20 capital gain is reduced by $20 of the consolidated net capital 
loss carryover from Year 1 under section 1212(a) (the absorption of 
which is attributed equally to P and S). In addition, of the $70 
consolidated net operating loss, $30 is carried back to Year 1 and 
offsets P's ordinary income in that year, and $40 is carried forward. 
Consequently, $40 of S's operating loss from Year 2, and $40 of the 
consolidated net capital loss carryover from Year 1 attributable to S, 
are limited under this paragraph (b).
    (c) Under paragraph (b)(2)(ii) of this section, the limitation under 
this paragraph (b) does not affect the absorption of any deductions and 
losses attributable to P, $60 of S's operating loss from Year 2, and $10 
of the consolidated net capital loss from Year 1 attributable to S. 
Consequently, P's basis in S's stock is reduced under Sec. 1.1502-32(b) 
by $70, from $300 to $230, and P recognizes a $50 gain from the sale of 
S's stock in Year 2. Thus, the P group is treated as having a $20 
unlimited net operating loss that is carried back to Year 1:

Ordinary income:
  P...........................................................      $30
  S (excluding the $40 limited loss)..........................      (60)
                                                               ---------
    Sub Total.................................................     $(30)
Consolidated net capital gain:
  P ($20 + $50 from S stock - $50 from Year 1)................      $20
  S (-$10 from Year 1)........................................      (10)
                                                               ---------
    Sub Total.................................................      $10
Consolidated taxable income...................................     $(20)


    (d) Under paragraph (b)(2)(ii) of this section, S's $40 ordinary 
loss from Year 2 that is limited under this paragraph (b) is treated as 
a separate net operating loss arising in Year 2. Similarly, $40 of the 
consolidated net capital loss from Year 1 attributable to S is treated 
as a separate net capital loss carried over from Year 1. Because S 
ceases to be a member, the $40 net operating loss from Year 2 and the 
$40 consolidated net capital loss from Year 1 are allocated to S under 
Sec. Sec. 1.1502-21 and 1.1502-22, respectively (or Sec. 1.1502-79A, 
as appropriate) and are carried to S's first separate return year.
    Example 3. Allocation of basis adjustments. (a) For Year 1, the P 
group has consolidated taxable income of $100. At the beginning of Year 
2, P has a $40 basis in each of the 10 shares of S's stock. For Year 2, 
P has an $80 ordinary loss (determined without taking into account P's 
gain or loss from the disposition of S's stock) and S has an $80 
ordinary loss. P sells 2 shares of S's stock for $85 each at the close 
of Year 2.
    (b) Under paragraph (b)(2)(i) of this section, the amount of the 
limitation on S's loss is determined by tentatively treating the P group 
as having a $160 consolidated net operating loss for Year 2. Of this 
amount, $100 is carried back under section 172 and absorbed in Year 1 
($50 attributable to S and $50 attributable to P). Consequently, $30 of 
S's loss is limited under this paragraph (b).
    (c) Under paragraph (b)(2)(ii) of this section, the limitation under 
this paragraph (b) does not affect the absorption of P's $80 ordinary 
loss or $50 of S's ordinary loss. Consequently, P's basis in each share 
of S's stock is reduced from $40 to $35 under Sec. 1.1502-32(b), and P 
recognizes a $100 gain from the sale of the 2 shares. Thus, the P group 
is treated as having a $30 unlimited net operating loss:

Ordinary loss:
  P...........................................................    $ (80)
  S (excluding the $30 limited loss)..........................      (50)
                                                               ---------
    Sub Total.................................................    $(130)
Consolidated net capital gain:
  P...........................................................     $100
  S...........................................................        0
                                                               ---------
    Sub Total.................................................     $100
Unlimited consolidated net operating loss.....................     $(30)


    (d) A portion of the $130 of unlimited operating losses for Year 2 
is fully absorbed in that year, and a portion is carried back to Year 1. 
Thus, $61.50 of P's $80 loss ($100 multiplied by $80/$130) and $38.50 of 
S's $50 unlimited loss ($100 multiplied by $50/$130) are absorbed in 
Year 2. P's remaining $18.50 of loss and S's remaining $11.50 of loss 
are not subject to limitation and are carried back and absorbed in Year 
1.
    (e) Under paragraph (b)(2)(ii) of this section, S's $30 of loss 
limited under this paragraph (b) is treated as a separate net operating 
loss.

    (3) Loss dispositions--(i) General rule. The principles of paragraph 
(b)(2) of this section apply to the extent necessary to carry out the 
purposes of paragraph (b)(1) of this section if P recognizes a deduction 
or loss from the disposition of S's stock.
    (ii) Example. The principles of this paragraph (b)(3) are 
illustrated by the following example.

    Example. (a) P has a $400 basis in S's stock. For Year 1, P has a 
capital gain of $100 (determined without taking P's gain or loss from 
the disposition of S's stock into account) and S has both a $60 capital 
loss and a $200 ordinary loss. P sells S's stock for $140 at the close 
of Year 1.
    (b) Under paragraph (b)(3) of this section, the amount of S's 
ordinary and capital losses

[[Page 263]]

that may offset income and gain is determined by tentatively computing 
the group's consolidated net operating loss and consolidated net capital 
loss without taking into account P's loss from the disposition of S's 
stock. The limitation is necessary to prevent P's loss from the 
disposition of S's stock from affecting the absorption of S's losses and 
thereby the adjustments to P's basis in S's stock under Sec. 1.1502-
32(b) (which would, in turn, affect P's loss).
    (c) Under the principles of paragraph (b)(2)(i) of this section, the 
amount of the limitation on S's loss is determined by tentatively 
treating the P group as having a $40 consolidated net capital gain and a 
$200 ordinary loss, which results in a $160 consolidated net operating 
loss for Year 1, all of which is attributable to S. Thus, $160 of S's 
ordinary loss is limited under this paragraph (b). See also Sec. Sec. 
1.337(d)-2T and 1.1502-35T for rules relating to basis adjustments and 
allowance of stock loss on dispositions of stock of a subsidiary member.

    (4) Multiple dispositions--(i) Stock of a member. To the extent 
income, gain, deduction, or loss from a prior disposition of S's stock 
is deferred under any rule of law, the limitation under paragraph (b)(2) 
of this section is determined by treating the year the deferred amount 
is taken into account as the year of the disposition.
    (ii) Stock of different members. If S is a higher-tier corporation 
with respect to another member (T), and all of T's items of income, 
gain, deduction, and loss (including the absorption of T's deduction or 
loss) would be fully reflected in P's basis in S's stock under Sec. 
1.1502-32, the limitation under paragraph (b)(2)(i) of this section with 
respect to T's deductions and losses is determined without taking into 
account any income, gain, deduction, or loss from the disposition of the 
stock of S or T (or of the stock of members owned in the chain 
connecting S and T). However, this paragraph (b) does not otherwise 
limit the absorption of one member's deduction or loss with respect to 
the disposition of another member's stock.
    (iii) Examples. The principles of this paragraph (b)(4) are 
illustrated by the following examples.

    Example 1. Chain of subsidiaries. (a) P owns all of S's stock with a 
$500 basis, and S owns all of T's stock with a $500 basis. For Year 1, P 
has ordinary income of $30, S has no income or loss, and T has an $80 
ordinary loss. P sells S's stock for $520 at the close of Year 1.
    (b) Under paragraph (b)(4) of this section, to determine the amount 
of the limitation under paragraph (b) of this section on T's loss, and 
the effect of the absorption of T's loss on P's basis in S's stock under 
Sec. 1.1502-32(b), P's gain or loss from the disposition of S's stock 
is not taken into account. The group is tentatively treated as having a 
consolidated net operating loss of $50 (P's $30 of income minus T's $80 
loss). Because only $30 of T's loss offsets income or gain, P's basis in 
S's stock is reduced under Sec. 1.1502-32(b) from $500 to $470 
immediately before the disposition of S's stock. Thus, P takes into 
account a $50 gain from the sale of S's stock.
    (c) The facts are the same as in paragraph (a) of this Example 1, 
except that S has a $10 excess loss account in T's stock (rather than a 
$500 basis). Under paragraph (b)(4) of this section, neither P's gain or 
loss from the disposition of S's stock nor S's gain or loss from the 
disposition of T's stock (under Sec. 1.1502-19) are taken into account 
for purposes of the tentative computations and the effect of any 
absorption under Sec. 1.1502-32(b) on P's basis in S's stock and S's 
excess loss account in T's stock. The group is tentatively treated as 
having a consolidated net operating loss of $50 (P's $30 of income minus 
T's $80 loss), and only $30 of T's loss may offset the group's income or 
gain. Under Sec. 1.1502-32(b), the absorption of $30 of T's loss 
increases S's excess loss account in T's stock to $40 and, under Sec. 
1.1502-19, the excess loss account is taken into account. Moreover, 
under Sec. 1.1502-32(b), P's basis in S's stock is increased 
immediately before the sale by $10 (S's $40 gain under Sec. 1.1502-
19(b) minus T's $30 loss absorbed and tiered up under Sec. 1.1502-
32(b)), from $500 to $510. Thus, P takes into account a $10 gain from 
the sale of S's stock, and S takes into account a $40 gain from its 
excess loss account in T's stock.
    Example 2. Brother-sister subsidiaries. (a) P owns all of the stock 
of S1 and S2, each with a $50 basis. For Year 1, the group has a $100 
consolidated net operating loss ($50 of which is attributable to S1, and 
$50 to S2) determined without taking gain or loss from the disposition 
of member stock into account. At the close of Year 1, P sells the stock 
of S1 and S2 for $100 each.
    (b) Paragraph (b)(4) of this section does not limit the loss of S1 
or S2 with respect to the disposition of stock of the other. 
Consequently, each subsidiary's loss may offset P's gain from the 
disposition of the stock of the other subsidiary. Because this 
absorption results in a $50 reduction in P's basis in the stock of each 
subsidiary under Sec. 1.1502-32(b), P's aggregate gain from the stock 
dispositions is increased from $100 to $200, $100 of which is offset by 
the losses of the subsidiaries.


[[Page 264]]


    (5) Effective date. This paragraph (b) applies to stock dispositions 
occurring in consolidated return years beginning on or after January 1, 
1995. For prior years, see Sec. 1.1502-11(b) as contained in the 26 CFR 
part 1 edition revised as of April 1, 1994.
    (c) Disallowance of loss attributable to pre-1966 distributions. No 
loss shall be allowed upon the sale or other disposition of stock, 
bonds, or other obligations of a member or former member to the extent 
that such loss is attributable to a distribution made in an affiliated 
year beginning before January 1, 1966, out of earnings and profits 
accumulated before the distributing corporation became a member.

[T.D. 7246, 38 FR 759, Jan. 4, 1973, as amended by T.D. 7728, 45 FR 
72650, Nov. 3, 1980; T.D. 8560, 59 FR 41675, Aug. 15, 1994; T.D. 8677, 
61 FR 33323, 33326, June 27, 1996; T.D. 8560, 62 FR 12097, Mar. 14, 
1997; T.D. 8823, 64 FR 36099, July 2, 1999; T.D. 9048, 68 FR 12290, Mar. 
14, 2003]

                 Computation of Separate Taxable Income