[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: 26CFR1.1502-30]

[Page 375-376]
 
                       TITLE 26--INTERNAL REVENUE
 
    CHAPTER I--INTERNAL REVENUE SERVICE, DEPARTMENT OF THE TREASURY 
                               (CONTINUED)
 
PART 1_INCOME TAXES--Table of Contents
 
Sec. 1.1502-30  Stock basis after certain triangular reorganizations.

    (a) Scope. This section provides rules for determining the basis of 
the stock of an acquiring corporation as a result of a triangular 
reorganization. The definitions and nomenclature contained in Sec. 
1.358-6 apply to this section.
    (b) General rules--(1) Forward triangular merger, triangular C 
reorganization, or triangular B reorganization. P adjusts its basis in 
the stock of S as a result of a forward triangular merger, triangular C 
reorganization, or triangular B reorganization under Sec. 1.358-6(c) 
and (d), except that Sec. 1.358-6 (c)(1)(ii) and (d)(2) do not apply. 
Instead, P adjusts such basis by taking into account the full amount 
of--
    (i) T liabilities assumed by S or the amount of liabilities to which 
the T assets acquired by S are subject, and
    (ii) The fair market value of any consideration not provided by P 
pursuant to the plan of reorganization.
    (2) Reverse triangular merger. If P adjusts its basis in the T stock 
acquired as a result of a reverse triangular merger under Sec. 1.358-6 
(c)(2)(i) and (d), Sec. 1.358-6 (c)(1)(ii) and (d)(2) do not apply. 
Instead, P adjusts such basis by taking into account the full amount 
of--
    (i) T liabilities deemed assumed by S or the amount of liabilities 
to which the T assets deemed acquired by S are subject, and
    (ii) The fair market value of any consideration not provided by P 
pursuant to the plan of reorganization.
    (3) Excess loss accounts. Negative adjustments under this section 
may exceed P's basis in its S or T stock. The resulting negative amount 
is P's excess loss account in its S or T stock. See Sec. 1.1502-19 for 
rules treating excess loss accounts as negative basis, and treating 
references to stock basis as including references to excess loss 
accounts.
    (4) Application of other rules of law. The rules for this section 
are in addition to other rules of law. See Sec. 1.1502-80(d) for the 
non-application of section 357(c) to P.
    (5) Examples. The rules of this paragraph (b) are illustrated by the 
following examples. For purposes of these examples, P, S, and T are 
domestic corporations, P and S file consolidated returns, P owns all of 
the only class of S stock, the P stock exchanged in the transaction 
satisfies the requirements of the applicable triangular reorganization 
provisions, the facts set forth the only corporate activity, and tax 
liabilities are disregarded.

    Example 1. Liabilities. (a) Facts. T has assets with an aggregate 
basis of $60 and fair market value of $100. T's assets are subject to 
$70 of liabilities. Pursuant to a plan, P forms S with $5 of cash (which 
S retains), and T merges into S. In the merger, the T shareholders 
receive P stock worth $30 in exchange for their T stock. The transaction 
is a reorganization to which sections 368 (a)(1)(A) and (a)(2)(D) apply.
    (b) Basis adjustment. Under Sec. 1.358-6, P adjusts its $5 basis in 
the S stock as if P had acquired the T assets with a carryover basis 
under section 362 and transferred these assets to S in a transaction in 
which P determines its basis in the S stock under section 358. Under the 
rules of this section, the limitation described in Sec. 1.358-
6(c)(1)(ii) does not apply. Thus, P adjusts its basis in the S stock by 
-$10 (the aggregate adjusted basis of T's assets decreased by the amount 
of liabilities to which the T assets are subject). Consequently, as a 
result of the reorganization, P has an excess loss account of $5 in its 
S stock.
    Example 2. Consideration not provided by P. (a) Facts. T has assets 
with an aggregate basis of $10 and fair market value of $100 and no 
liabilities. S is an operating company with substantial assets that has 
been in existence for several years. P has a $5 basis in its S stock. 
Pursuant to a plan, T merges into S and the T shareholders receive $70 
of P stock provided by P pursuant to the plan of reorganization and $30 
of cash provided by S in exchange for their T stock. The transaction is 
a reorganization to which sections 368 (a)(1)(A) and (a)(2)(D) apply.
    (b) Basis adjustment. Under Sec. 1.358-6, P adjusts its $5 basis in 
the S stock as if P had acquired the T assets with a carryover basis 
under section 362 and transferred these assets to S in a transaction in 
which P determines its basis in the S stock under section 358. Under the 
rules of this section, the limitation described in Sec. 1.358-6(d)(2) 
does not apply. Thus, P adjusts its basis in the S stock by -$20 (the 
aggregate adjusted basis of T's assets decreased by the fair market 
value of the consideration provided by S). As a result of the 
reorganization, P has an excess loss account of $15 in its S stock.
    (c) Appreciated asset. The facts are the same as in paragraph (a) of 
this Example 2, except that in the reorganization S provides an asset 
with a $20 adjusted basis and $30 fair

[[Page 376]]

market value instead of $30 cash. The basis is adjusted in the same 
manner as in paragraph (b) of this Example 2. In addition, because S 
recognizes a $10 gain from the asset under section 1001, P's basis in 
its S stock is increased under Sec. 1.1502-32(b) by S's $10 gain. 
Consequently, as a result of the reorganization, P has an excess loss 
account of $5 in its S stock. (The results would be the same if the 
appreciated asset provided by S was P stock with respect to which S 
recognized gain. See Sec. 1.1032-2(c)).
    Example 3. Reverse triangular merger. (a) Facts. T has assets with 
an aggregate basis of $60 and fair market value of $100. T's assets are 
subject to $70 of liabilities. P owns all of the only class of S stock. 
P has a $5 basis in its S stock. Pursuant to a plan, S merges into T 
with T surviving. In the merger, the T shareholders exchange their T 
stock for $2 cash from P and $28 worth of P stock provided by P pursuant 
to the plan. The transaction is a reorganization to which sections 368 
(a)(1)(A) and (a)(2)(E) apply.
    (b) Basis adjustment. Under Sec. 1.358-6, P's basis in the T stock 
acquired equals its $5 basis in its S stock immediately before the 
transaction adjusted by the $60 basis in the T assets deemed 
transferred, and the $70 of liabilities to which the T assets are 
subject. Under the rules of this section, the limitation described in 
Sec. 1.358-6(c)(1)(ii) does not apply. Consequently, P has an excess 
loss account of $5 in its T stock as a result of the transaction.

    (c) Effective date. This section applies to reorganizations 
occurring on or after December 21, 1995.

[T.D. 8648, 60 FR 66082, Dec. 21, 1995]