Internal Revenue Bulletin 2011-24 (PDF rendition): IRS Revenue Procedures

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Bulletin No. 201
1-24
June 13, 2011
HIGHLIGHTS
OF THIS ISSUE
These synopses are intended only as aids to the reader in
identifying the subject matter covered. They may not be
relied upon as authoritative interpretations.
INCOME TAX
T.D. 9526, page 869.
Final regulations under section 367 of the Code finalize tem-
porary and proposed regulations that apply to certain transac-
tions involving foreign corporations in which a subsidiary cor-
poration acquires stock of its parent corporation in exchange
for property and then exchanges such acquired stock for the
stock or assets of a target corporation.
EXEMPT ORGANIZATIONS
Announcement 2011–34, page 877.
The IRS has revoked its determination that Boaz Foundation
of Citrus Heights, CA; California Nurses Educational Institute,
Inc., of Palm Desert, CA; Caring And Sharing HFA, Inc., of New-
port News, VA; Dayspring Community School of Warwick, NY;
Dorough Lupus Foundation, Inc., of Ocoee, FL; Evershine Resi-
dential Services, Inc., of Owings Mills, MD; Howard D. Dorough
Supporting Organization of Ocoee, FL; and Just 4 DA Kids, Inc.,
of La Vista, NE, qualify as organizations described in sections
501(c)(3) and 170(c)(2) of the Code.
ADMINISTRATIVE
Rev. Proc. 2011–34, page 875.
This procedure provides late election relief in certain situations
for real estate professionals who failed to timely file the election
to aggregate their rental real estate interests.
Finding Lists begin on page ii.

The IRS Mission
Provide Americ
a’s taxpayers top-quality service by helping
them understa
nd and meet their tax responsibilities and en-
force the law wi
th integrity and fairness to all.
Introduction
The Internal Revenue Bulletin is the authoritative instrument of
the Commissioner of Internal Revenue for announcing official
rulings and procedures of the Internal Revenue Service and for
publishing Treasury Decisions, Executive Orders, Tax Conven-
tions, legislation, court decisions, and other items of general
interest. It is published weekly and may be obtained from the
Superintendent of Documents on a subscription basis. Bulletin
contents are compiled semiannually into Cumulative Bulletins,
which are sold on a single-copy basis.
It is the policy of the Service to publish in the Bulletin all sub-
stantive rulings necessary to promote a uniform application of
the tax laws, including all rulings that supersede, revoke, mod-
ify, or amend any of those previously published in the Bulletin.
All published rulings apply retroactively unless otherwise indi-
cated. Procedures relating solely to matters of internal man-
agement are not published; however, statements of internal
practices and procedures that affect the rights and duties of
taxpayers are published.
Revenue rulings represent the conclusions of the Service on the
application of the law to the pivotal facts stated in the revenue
ruling. In those based on positions taken in rulings to taxpayers
or technical advice to Service field offices, identifying details
and information of a confidential nature are deleted to prevent
unwarranted invasions of privacy and to comply with statutory
requirements.
Rulings and procedures reported in the Bulletin do not have the
force and effect of Treasury Department Regulations, but they
may be used as precedents. Unpublished rulings will not be
relied on, used, or cited as precedents by Service personnel in
the disposition of other cases. In applying published rulings and
procedures, the effect of subsequent legislation, regulations,
court decisions, rulings, and procedures must be considered,
and Service personnel and others concerned are cautioned
against reaching the same conclusions in other cases unless
the facts and circumstances are substantially the same.
The Bulletin is divided into four parts as follows:
Part I.—19
86 Code.
This part i
ncludes rulings and decisions based on provisions of
the Intern
al Revenue Code of 1986.
Part II.—Treaties and Tax Legislation.
This part is divided into two subparts as follows: Subpart A,
Tax Conventions and Other Related Items, and Subpart B, Leg-
islation and Related Committee Reports.
Part III.—Administrative, Procedural, and Miscellaneous.
To the extent practicable, pertinent cross references to these
subjects are contained in the other Parts and Subparts. Also
included in this part are Bank Secrecy Act Administrative Rul-
ings. Bank Secrecy Act Administrative Rulings are issued by
the Department of the Treasury’s Office of the Assistant Secre-
tary (Enforcement).
Part IV
.—Items of General Interest.
This par
t includes notices of proposed rulemakings, disbar-
ment an
d suspension lists, and announcements.
The last Bulletin for each month includes a cumulative index
for the matters published during the preceding months. These
monthly indexes are cumulated on a semiannual basis, and are
published in the last Bulletin of each semiannual period.
The c
ontents of this publication are not copyrighted and may be reprinted freely. A citation of the Internal Revenue Bulletin as the source would be appropriate.
For sale by the Superintendent of Documents, U.S.Government Printing Office, Washington, DC 20402.
June 13, 20112011–24 I.R.B.

Part I. Rulings
and Decisions Under the Internal Revenue Code
of 1986
Section 367.—Foreign
Corpora
tions
26 CFR 1.367(b)–10: Acquisition of parent stock or
securities for property in triangular reorganizations.
T.D. 9526
DEPARTMENT OF THE
TREASURY
Internal Revenue Service
26 CFR Part 1
Treatment of Property Used
to Acquire Parent Stock
or Securities in Certain
Triangular Reorganizations
Involving Foreign Corporations
AGENCY: Internal Revenue Service
(IRS), Treasury.
ACTION: Final regulations and removal
of temporary regulations.
SUMMARY: This document contains final
regulations under section 367 of the Inter-
nal Revenue Code (Code) relating to the
treatment of property used to acquire par-
ent stock or securities in certain triangular
reorganizations involving foreign corpora-
tions. The regulations finalize proposed
regulations and withdraw temporary reg-
ulations published on May 27, 2008 (T.D.
9400, 2008–1 C.B. 1139). The regulations
affect corporations that engage in certain
triangular reorganizations involving one or
more foreign corporations.
DATES:Effective Date:These regulations
are effective May 19, 2011.
Applicability Dates:For dates of appli-
cability, see §§1.367(a)–3(g)(1)(viii) and
1.367(b)–10(e).
FOR FURTHER INFORMATION
CONTACT: Robert B. Williams, Jr., (202)
622–3860 (not a toll-free number).
SUPPLEMENTARY INFORMATION:
Background
On May 27, 2008, the IRS and Trea-
sury Department published temporary and
proposed regulations under section 367(b)
that apply to certain triangular reorganiza-
tions in which a subsidiary (S) purchases,
in connection with the reorganization,
stock of its parent corporation (P) in ex-
change for property, and exchanges the P
stock for the stock or property of a target
corporation (T), but only if P or S (or both)
is a foreign corporation (the temporary
regulations or proposed regulations, as ap-
plicable, and collectively, the 2008 regula-
tions). (T.D. 9400, 2008–1 C.B. 1139 [73
FR 30301]). Because no requests to speak
were received, no public hearing was held;
however, comments were received. After
consideration of the comments received,
the IRS and Treasury Department adopt
the proposed regulations as final regu-
lations with the modifications described
herein. Although the 2008 regulations
were numbered under §1.367(b)–14, the
final regulations are renumbered under
§1.367(b)–10. The temporary regulations
are withdrawn.
Summary of Comments and
Explanation of Revisions
A.Scope of Regulations and Priority Rule
Section 367(a)(1) provides that if, in
connection with any exchange described
insection332,351,354,356,or361,a
United States person transfers property to a
foreign corporation, such foreign corpora-
tion shall not, for purposes of determining
the extent to which gain is recognized on
such transfer, be considered to be a corpo-
ration. As a result, the general rule is the
United States person recognizes gain (if
any) on the transfer of such property, un-
less an exception to section 367(a)(1) ap-
plies to the transfer. Furthermore, section
367(b)(1) provides that in the case of any
exchange described in section 332, 351,
354, 355, 356, or 361 in connection with
which there is no transfer of property de-
scribed in section 367(a)(1), a foreign cor-
poration shall be considered to be a corpo-
ration except to the extent provided in reg-
ulations. Thus, section 367(b)(1) will not
apply to an exchange if gain is recognized
on that exchange under section 367(a)(1).
Section 367(a)(1) (and the regulations
under that section) and the 2008 regu-
lations could each potentially apply to
certain triangular reorganizations. For
example, section 367(a)(1) and the 2008
regulations could each potentially apply
to a triangular reorganization described in
section 368(a)(1)(B) if S acquires P stock
for property, each of P, S, and T are for-
eign corporations, the T stock is held by a
U.S. person, and the U.S. person realizes
gain on the exchange of the T stock. See
§1.367(a)–3(d)(1)(iii)(A) (providing that
there is an indirect transfer by the U.S.
person of the T stock to S).
The 2008 regulations include a priority
rule that applies to certain transactions de-
scribed in section 367(a)(1) and the 2008
regulations. The priority rule generally
provides that if the amount of gain in the T
stock that would otherwise be recognized
under section 367(a)(1) (absent an excep-
tion) is less than the adjustment treated
as a dividend under the 2008 regulations,
then the 2008 regulations, and not section
367(a)(1), apply to the triangular reorgani-
zation.
One commentator noted that the prior-
ity rule applies simply based on compar-
ing the amount of gain that would be rec-
ognized under section 367(a)(1) with the
amount of the dividend that would result
under the 2008 regulations, without regard
to the amount of resulting U.S. tax. The
commentator stated that in some cases it
may be more appropriate for the priority
rule to take into account the amount of re-
sulting U.S. tax. The commentator cited,
as an example, a case where P is foreign,
S and T are domestic, T is owned by a
U.S. person, and any dividend received by
P from S under the 2008 regulations would
not be subject to U.S. tax as a result of an
applicable treaty. The commentator noted
that if the dividend in such a case exceeds
the amount of gain that would otherwise
be recognized under section 367(a)(1), it
may not be appropriate for the 2008 regu-
lations to apply in lieu of section 367(a)(1)
and §1.367(a)–3(c).
The IRS and Treasury Department
recognize that in some cases it may be ap-
propriate for the priority rule to take into
account the amount of resulting U.S. tax.
However, the IRS and Treasury Depart-
ment do not believe it would be admin-
2011–24 I.R.B.869June 13, 2011

istrable to take intoaccount the resulting
U.S. tax in all cases, because this could
require consideration of numerous tax at-
tributes of various parties, including P, S,
and the shareholdersof T. To address this
concern, the scope of the final regulations
is modified such that the final regulations
do not apply in two additional cases. First,
the final regulations do not apply if P and
S are foreign corporations and neither P
nor S is a controlled foreign corporation
(within the meaning of §1.367(b)–2(a))
immediately before or immediately after
the triangular reorganization. Second, the
final regulations do not apply if: (1) P is
a foreign corporation; (2) S is a domestic
corporation; (3) P’sreceipt of a dividend
from S would not be subject to U.S. tax
under either section 881 (for example, by
reason of an applicable treaty) or section
882; and (4) P’s stock in S is not a United
States real property interest (within the
meaning of section 897(c)).
In addition, the final regulations mod-
ify the scope of the 2008 regulations to in-
clude the acquisition by S, in exchange for
property, of P securities that are used to ac-
quire the stock, securities, or property of
T in the triangular reorganization, but only
to the extent the P securities are treated by
T shareholders or securityholders as “other
property” under section 356(d). The scope
was expanded to include P securities be-
cause the acquisition of P securities by S
for property presents the same repatriation
concerns as the acquisition of P stock by
S for property. Furthermore, the scope of
the 2008 regulations is modified to provide
that the final regulations apply to the ac-
quisition by S, in exchange for property,
of P stock to the extent such P stock is re-
ceived by T shareholders or securityhold-
ers in an exchange to which section 354 or
356 applies.
Finally, the final regulations modify the
priority rule contained in the 2008 regu-
lations in three ways. First, the priority
rule is modified to include exchanges of
T securities as well as T stock. Second,
the priority rule is modified to compare the
amount of gain that would be recognized
under section 367(a)(1) with not only the
amount of the deemed dividend but also
the amount of any gain (applying section
301(c)(1) and (3), respectively). Third, the
priority rule is modified to clarify its appli-
cation by providing separate priority rules
in §1.367(a)–3(a) and §1.367(b)–10.
Thus, under the §1.367(a)–3(a) priority
rule, as modified, if the amount of gain in
the T stock or securities that would other-
wise be recognized by the T shareholders
or securityholders under section 367(a)(1)
(without regard to any exceptions to sec-
tion 367(a)(1)) is less than the sum of
the amount of deemed dividend and the
amount of gain (applying section 301(c)(1)
and (3), respectively) under the final reg-
ulations, section 367(a)(1) does not apply
to the section 354 or 356 exchange by
the T shareholders or securityholders of
the T stock or securities for P stock or
securities. Under the §1.367(b)–10 prior-
ity rule, if the amount of gain recognized
by the T shareholders or securityholders
under section 367(a)(1) (taking into ac-
count any exception tosection 367(a)(1)
that is applied) on the section 354 or 356
exchange of T stock or securities exceeds
the sum of the amount of deemed dividend
and the amount of gain (applying section
301(c)(1) and (3), respectively) if the fi-
nal regulations otherwise applied to the
triangular reorganization, then the final
regulations do not apply.
B.Application if T Is Unrelated to P or S
The 2008 regulations apply regardless
of whether T is related to P or S. Some
commentators asserted that the 2008 regu-
lations should not apply if T is unrelated to
P or S because there is no reduction in S’s
net worth (that is, S replaces its cash with
an equal amount of P stock). The com-
mentators further stated that, unlike trans-
actions in which T is related to P or S, the
consideration paid for an unrelated T is de-
livered outside of the P group. The com-
mentators also noted that if T is unrelated
to P and S, the transaction is distinguish-
able from a transaction subject to section
304, the application of which may result in
a distribution even if the value of the dis-
tributing corporation is not diminished as
a result of the transaction.
The IRS and Treasury Department be-
lieve that transactions in which T is un-
related to P and S present the same con-
cerns, because S’s purchase of P stock (or
P securities under the final regulations) in
the context of a reorganization allows for
a transfer of property from S to P that
has the effect of a distribution regardless
of whether T is related to P or S prior to
the transaction. Accordingly, the comment
was not adopted.
C.Adjustments Having the Effect of a
Distribution or Contribution
If the 2008 regulations apply to a tri-
angular reorganization, adjustments are
made under section 367(b) having the ef-
fect of a distribution of property from S to
P under section 301 (deemed distribution).
In certain cases, the 2008 regulations sim-
ilarly provide that adjustments are made
under section 367(b) that have the ef-
fect of a contribution of property by P
to S (deemed contribution). The 2008
regulations also provide for collateral ad-
justments to be made to take into account
the deemed distribution and deemed con-
tribution.
Some commentators questioned the ex-
tent to which these adjustments should be
made. In response to these comments, the
final regulations make clear that the ad-
justments are made based on a distribu-
tion or contribution of a notional amount,
and therefore without the recognition of
any built-in gain or loss on the distribu-
tion of such notional amount. The no-
tional amount is equal to the amount of
money transferred and liabilities assumed
plus the fair market value of other prop-
erty transferred, in connection with the tri-
angular reorganization, by S in exchange
for the P stock or securities used to ac-
quire the stock, securities or property of
T. In addition, the final regulations clar-
ify that the adjustments that have the effect
of a deemed distribution or deemed con-
tribution do not affectthe characterization
of the actual transaction as provided under
applicable tax provisions. Thus, for exam-
ple, if S uses property with a built-in gain
to acquire P stock from P, S’s exchange of
the property for P stock is not affected by
the regulations. Instead, the regulations re-
quire adjustments based on a deemed dis-
tribution and deemed contribution of the
notional amount that occur apart from, and
in addition to, S exchanging the built-in
gain property for the P stock. Accord-
ingly, S would not recognize gain under
section 311(b) with respect to the notional
amount. Furthermore, S’s exchange of the
property would continue to be treated as an
exchange subject to section 1001 in which
S recognizes the built-in gain.
June 13, 20118702011–24 I.R.B.

D.Timing Rules for Deemed Distributions
The 2008 regulationsprovide rules that
address the timing of the deemed distribu-
tion resulting from the application of the
general rule. The 2008 regulations con-
tain separate timing rules for transactions
involving acquisitions of P stock from P
and for acquisitions of P stock from per-
sons other than P. The IRS and Treasury
Department do not believe separate timing
rules are necessary. Thus, the final reg-
ulations combine the two timing rules set
forth in the 2008 regulations into a single
rule that applies regardless of the person
from whom the P stock or securities are ac-
quired.
The 2008 regulations also contain a spe-
cial timing rule if P does not control S at
the time S purchases the P stock. The final
regulations retain the special timing rule
contained in the 2008 regulations that ap-
plies if P does not control S at the time S
purchases the P stock or securities.
E.Other Modifications
1.Definition of property
The definition of property in the 2008
regulations is modified in the final regu-
lations to include rights (for example, op-
tions) to acquire S stock to the extent such
rights are used by S to acquire P stock or
securities from a person other than P.
2.Deemed contribution when S acquires
P stock from P
The 2008 regulations contain a deemed
contribution rule only where S acquires P
stock from persons other than P. The final
regulations provide a similar rule in cases
where S acquires the P stock or securities
from P.
3.Section 1.367(a)–3(a)
In addition to including a priority rule
in §1.367(a)–3(a), the final regulations
modify the format and organization of
§1.367(a)–3(a). The final regulations
also clarify §1.367(a)–3(a) to provide
that exchanges that are subject to section
367(a)(1) (absent anapplicable excep-
tion) result in the recognition of gain, as
opposed to being “treated as a taxable
exchange” (as is provided in the current
regulations).
Effective/Applicability Dates
These final regulations apply to transac-
tionsoccurringonorafterMay17,2011.
For transactions that occur prior to May 17,
2011, see §1.367(b)–14T as contained in
26 CFR part 1 revised as of April 1, 2011.
Special Analyses
It has been determined that this Trea-
sury decision is not a significant regula-
tory action as defined in Executive Order
12866. Therefore, a regulatory assessment
is not required.
It is hereby certified that these regula-
tions will not have a significant economic
impact on a substantial number of small
entities. Accordingly,a regulatory flexi-
bility analysis under the Regulatory Flex-
ibility Act (5 U.S.C. chapter 6) is not re-
quired. This certification is based on the
fact that the regulations will primarily af-
fect large multi-national corporations that
engage in triangular reorganizations sub-
ject to the regulations. The regulations ap-
plytotriangularreorganizations, involv-
ing one or more foreign corporations, to
the extent that, in connection with the reor-
ganization, the acquiring corporation pur-
chases, in exchange for property, all or a
portion of the stock or securities used to
acquire the stock, securities or property of
the target corporation. Therefore, the IRS
and Treasury Department expect only ade
minimisnumber of small business entities
to be subject to the regulations. Pursuant to
section 7805(f) of the Code, this regulation
has been submitted to the Chief Counsel
for Advocacy of the Small Business Ad-
ministration for comment on its impact on
small business.
Drafting Information
The principal author of these regula-
tions is Robert B. Williams, Jr. of the Of-
fice of Associate Chief Counsel (Interna-
tional). However, other personnel from the
IRS and Treasury Department participated
in their development.
*****
Adoption of Amendments to the
Regulations
Accordingly, 26 CFR part 1 is amended
as follows:
PART 1—INCOME TAXES
Paragraph 1. The authority citation
for part 1 is amended by removing the
entries for §§1.367(a)–3T(b)(2)(i)(C)
and 1.367(b)–14T, revising the entry for
§1.367(a)–3, and adding an entry for
§1.367(b)–10 in numerical order to read,
in part, as follows:
Authority: 26 U.S.C. 7805 * * *
Section 1.367(a)–3 also issued under
26 U.S.C. 367(a).
Section 1.367(b)–10 also issued under
26 U.S.C. 367(b). * * *
Par. 2. Section 1.367(a)–3 is amended
by revising paragraph (a), removing para-
graph (g)(1)(vii), redesignating paragraph
(g)(1)(viii) as paragraph (g)(1)(vii) and
adding new paragraph (g)(1)(viii) to read
as follows:
§1.367(a)–3 Treatment of transfers of
stock or securities to foreign corporations.
(a)In general—(1)Overview. This sec-
tion provides rules concerning the transfer
of stock or securities by a U.S. person to
a foreign corporation in an exchange de-
scribed in section 367(a)(1). In general,
a transfer of stock or securities (including
an indirect stock transfer described in para-
graph (d) of this section) by a U.S. person
to a foreign corporation that is described in
section 351, 354 (including a section 354
exchange pursuant to a reorganization de-
scribed in section 368(a)(1)(B)), 356, or
section 361(a) or (b) is subject to section
367(a)(1). Therefore, gain is recognized
on such a transfer unless one of the ex-
ceptions set forth in paragraph (a)(2) of
this section (regarding general exceptions
for certain exchanges of stock or securi-
ties), paragraph (b) of this section (regard-
ing transfers of foreign stock or securi-
ties), paragraph (c) of this section (regard-
ing transfers of domestic stock or securi-
ties), or paragraph (e) of this section (re-
garding transfers of stock or securities in a
section 361 exchange) applies to the trans-
fer. For rules applicable when, pursuant to
section 304(a)(1), a U.S. person is treated
as transferring stock of a domestic or for-
eign corporation to a foreign corporation
in exchange for stock of such foreign cor-
poration in a transaction to which section
351(a) applies, see §1.367(a)–9T.
(2)Exceptions for certain exchanges
of stock or securities. Unless otherwise
2011–24 I.R.B.871June 13, 2011

provided, the following exchanges are
not subject to section 367(a)(1) and there-
fore gain is not recognized under section
367(a)(1).
(i)Section 368(a)(1)(E) reorganiza-
tions. In an exchange under section 354
or 356, a U.S. person exchanges stock
or securities of a foreign corporation
in a reorganization described in section
368(a)(1)(E).
(ii)Certain section 368(a)(1) asset re-
organizations. In an exchange under sec-
tion 354 or 356, a U.S. person exchanges
stock or securities of a domestic or for-
eign corporation pursuant to an asset re-
organization that is not treated as an in-
direct stock transfer under paragraph (d)
of this section. See paragraph (d)(3)Ex-
ample 16of this section. For purposes of
this section, anasset reorganizationis de-
fined as a reorganization described in sec-
tion 368(a)(1) involving a transfer of prop-
erty under section 361.
(iii)Certain reorganizations described
in sections 368(a)(1)(A) and (a)(2)(E).If,
in an exchange described in section 361,
a domestic merging corporation transfers
stock of a controlling corporation to a
foreign surviving corporation in a reorga-
nization described in section 368(a)(1)(A)
and (a)(2)(E), the stock of the controlling
corporation transferred in such section
361 exchange is not subject to section
367(a)(1) if the stock of the controlling
corporation is provided to the merging
corporation by the controlling corporation
pursuant to the plan of reorganization.
However, a section 361 exchange of other
property, including stock of the controlling
corporation not provided by the control-
ling corporation pursuant to the plan of
reorganization, by the domestic merging
corporation to the foreign surviving cor-
poration pursuant to such a reorganization
isdescribedinsection367(a)(1)andthere-
fore subject to section 367(a)(1) unless an
exception to section 367(a)(1) applies.
(iv)Certain triangular reorganiza-
tions described in §1.367(b)–10.If,in
an exchange under section 354 or 356,
one or more U.S. persons exchange
stock or securities of T (as defined in
§1.358–6(b)(1)(iii)) in connection with
a transaction described in §1.367(b)–10
(applying to certain acquisitions of parent
stock or securities for property in trian-
gular reorganizations), section 367(a)(1)
shall not apply to such U.S. persons with
respect to the exchange of the stock or
securities of T if the condition specified
in this paragraph (iv) is satisfied. The
condition specified in this paragraph (iv)
is that the amount of gain in the T stock
or securities that would otherwise be rec-
ognized under section 367(a)(1) (without
regard to any exceptions thereto) pursuant
to the indirect stock transfer rules of para-
graph (d) of this section is less than the
sum of the amount of the deemed dis-
tribution under §1.367(b)–10 treated as
a dividend under section 301(c)(1) and
the amount of such deemed distribution
treated as gain from the sale or exchange
of property under section 301(c)(3). See
§1.367(b)–10(a)(2)(iii) (providing a simi-
lar rule that excludes certain transactions
from the application of §1.367(b)–10).
(3)Cross-references. For rules regard-
ing other indirect or constructive transfers
of stock or securities subject to section
367(a)(1) (unless an exception applies)
see §1.367(a)–1T(c). For additional rules
regarding a transfer of stock or securities
in an exchange described in section 361(a)
or (b), see section 367(a)(5) and any reg-
ulations under that section. For special
basis and holding period rules involving
foreign corporations that are parties to
certain triangular reorganizations under
section 368(a)(1), see §1.367(b)–13. For
additional rules relating to certain non-
recognition exchanges involving a foreign
corporation, see section 367(b) and the
regulations under that section. For rules
regarding reporting requirements with re-
spect to transfers described under section
367(a), see section 6038B and the reg-
ulations thereunder. For rules related to
expatriated entities, see section 7874 and
the regulations thereunder.
*****
(g) * * *
(1) * * *
(viii) Paragraph (a)(2)(iv) of this sec-
tion applies to exchanges occurring on
or after May 17, 2011. For exchanges
that occur prior to May 17, 2011, see
§1.367(a)–3T(b)(2)(i)(C) as contained in
26 CFR part 1 revised as of April 1, 2011.
*****
§1.367(a)–3T [Removed]
Par. 3. Section 1.367(a)–3T is re-
moved.
Par. 4. Section 1.367(b)–0 is amended
by:
1. Revising the introductory text.
2.Removing the entry for
§1.367(b)–2(d)(3)(ii), and redesignating
the entries for §1.367(b)–2(d)(3)(iii),
(d)(3)(iii)(A), and (d)(3)(iii)(B) as
§1.367(b)–2(d)(3)(ii), (d)(3)(ii)(A), and
(d)(3)(ii)(B) respectively.
3.Revising the entry for
§1.367(b)–4(b)(1)(i), redesignating the
entry for §1.367(b)–4(b)(1)(ii) as the entry
for §1.367(b)–4(b)(1)(iii), and adding a
new entry for §1.367(b)–4(b)(1)(ii).
4.Revising the entries for
§1.367(b)–4(d)(1) and (2), and removing
the entry for §1.367(b)–4(d)(3).
5. Adding entries for §1.367(b)–10.
6. Adding entries for §1.367(b)–13.
The revisions and additions read as fol-
lows:
§1.367(b)–0 Table of contents.
This section lists the paragraphs
contained in §§1.367(b)–1 through
1.367(b)–13.
*****
§1.367(b)–4 Acquisition of foreign
corporate stock or assets by a foreign
corporation in certain nonrecognition
transactions.
*****
(b) * * *
(1) * * *
(i) General rule.
(ii) Exception.
*****
(d) * * *
(1) Rule.
(2) Example.
§1.367(b)–10 Acquisition of parent stock
or securities for property in triangular
reorganizations.
(a) In general.
(1) Scope.
(2) Exceptions.
(3) Definitions.
(b) General rules.
(1) Deemed distribution.
(2) Deemed contribution.
(3) Timing of deemed distribution and
deemed contribution.
(4) Application of other provisions.
June 13, 20118722011–24 I.R.B.

(5) Example.
(c) Collateral adjustments.
(1) Deemed distribution.
(2) Deemed contribution.
(d) Anti-abuse rule.
(e) Effective/applicability date.
§1.367(b)–13 Special rules for
determining basis and holding period.
(a) Scope and definitions.
(1) Scope.
(2) Definitions.
(b) Determination of basis for ex-
changes of foreign stock or securities
under section 354 or 356.
(c) Determination of basis and holding
period for triangular reorganizations.
(1) Application.
(2) Basis and holding period rules.
(i) Portions attributable to S stock.
(ii) Portions attributable to T stock.
(d) Special rules applicable to divided
shares of stock.
(1) In general.
(2) Pre-exchange earnings and profits.
(3) Post-exchange earnings and profits.
(e) Examples.
(f) Effective date.
Par. 5. Section 1.367(b)–10 is added to
read as follows:
§1.367(b)–10 Acquisition of parent stock
or securities for property in triangular
reorganizations.
(a)In general—(1)Scope. Except as
provided in paragraphs (a)(2)(i) through
(iii) of this section, this section applies to a
triangular reorganization if P or S (or both)
is a foreign corporation and, in connec-
tion with the reorganization, S acquires in
exchange for property all or a portion of
the P stock or P securities (P acquisition)
that are used to acquire the stock, securi-
ties or property of T in the triangular reor-
ganization. This section applies to a trian-
gular reorganization regardless of whether
P controls (within the meaning of section
368(c)) S at the time of the P acquisition.
(2)Exceptions. This section shall not
apply if —
(i) P and S are foreign corporations
and neither P nor S is a controlled for-
eign corporation (within the meaning of
§1.367(b)–2(a)) immediately before or
immediately after the triangular reorgani-
zation;
(ii) S is a domestic corporation, P’s
stock in S is not a United States real prop-
erty interest (within the meaning of sec-
tion 897(c)), and P would not be subject to
U.S. tax on a dividend (as determined un-
der section 301(c)(1)) from S under either
section 881 (for example, by reason of an
applicable treaty) or section 882; or
(iii) In an exchange under section 354
or 356, one or more U.S. persons exchange
stock or securities of T and the amount
of gain in the T stock or securities rec-
ognized by such U.S. persons under sec-
tion 367(a)(1) is equal to or greater than
the sum of the amount of the deemed dis-
tribution that would be treated by P as a
dividend under section 301(c)(1) and the
amount of such deemed distribution that
would be treated by P as gain from the
sale or exchange of property under section
301(c)(3) if this section would otherwise
apply to the triangular reorganization. See
§1.367(a)–3(a)(2)(iv) (providing a similar
rule that excludes certain transactions from
the application of section 367(a)(1)).
(3)Definitions. For purposes of this
section, the following definitions apply:
(i) The termsP,S,andThave the mean-
ings set forth in §1.358–6(b)(1)(i), (ii), and
(iii), respectively.
(ii) The termpropertyhas the meaning
set forth in section 317(a), except that the
term property also includes —
(A) A liability assumed by S to acquire
the P stock or securities; and
(B) S stock (or any rights to acquire S
stock) to the extent such S stock (or rights
to acquire S stock) is used by S to acquire
P stock or securities from a person other
than P.
(iii) The termsecuritymeans an instru-
ment that constitutesa security for pur-
poses of section 354 or 356.
(iv) The termtriangular reorga-
nizationhas the meaning set forth in
§1.358–6(b)(2).
(b)General rules—(1)Deemed distri-
bution. If this section applies, adjustments
shall be made that have the effect of a dis-
tribution of property (with no built-in gain
or loss) from S to P under section 301
(deemed distribution). The amount of the
deemed distribution shall equal the sum of
the amount of money transferred by S, the
amount of any liabilities that are assumed
by S and constitute property, and the fair
market value of other property transferred
by S in the P acquisition in exchange for
the P stock or P securities described in
paragraph (i) or (ii), respectively, of this
paragraph (b)(1)—
(i) P stock received by T shareholders
or securityholders in an exchange to which
section 354 or 356 applies.
(ii) P securities received by T share-
holders or securityholders to the ex-
tent such securities are “other property”
(within the meaning of section 356(d)).
(2)Deemed contribution. If this sec-
tion applies, adjustments shall be made
that have the effect of a contribution of
property (with no built-in gain or loss) by
P to S in an amount equal to the amount of
the deemed distribution from S to P under
paragraph (b)(1) of this section (deemed
contribution).
(3)Timing of deemed distribution and
deemed contribution. If P controls (within
the meaning of section 368(c)) S at the
time of the P acquisition, the adjustments
described in paragraphs (b)(1) and (2) of
this section shall be made as if the deemed
distribution and deemed contribution, re-
spectively, are separate transactions occur-
ring immediately before the P acquisition.
If P does not control (within the mean-
ing of section 368(c)) S at the time of the
P acquisition, the adjustments described
in paragraphs (b)(1) and (2) of this sec-
tion shall be made as if the deemed dis-
tribution and deemed contribution, respec-
tively, are separate transactions occurring
immediately after P acquires control of S,
but prior to the triangular reorganization.
(4)Application of other provisions.
Nothing in this section shall prevent the
application of other provisions of the In-
ternal Revenue Code from applying to
the P acquisition. For example, section
304 may apply to the P acquisition. Fur-
thermore, section 1001 or 267 may apply
to S’s transfer of property to acquire P
stock or securities from P or a person
other than P. In addition, generally appli-
cable provisions that apply to triangular
reorganizations, such as §1.358–6 and
§1.1032–2, shall apply to the triangular
reorganization in a manner consistent with
S acquiring the P stock or securities in
exchange for property from P or a person
other than P, as the case may be.
(5)Example. Therulesofthisparagraph(b)are
illustrated by the following example:
(i)Facts. P, a publicly traded domestic corpora-
tion, owns all of the outstanding stock of FS, a for-
eign corporation, and all of the outstanding stock of
US1, a domestic corporation that is a member of the
2011–24 I.R.B.873June 13, 2011

P consolidated group. US1 owns all of the outstand-
ing stock of FT, a foreign corporation, the fair market
value of which is $100x. US1’s basis in the FT stock
is $100x, such that there is a no built-in gain or loss in
the FT stock. FS has earnings and profits in excess of
$100x. FS purchases $100x of P stock from the pub-
lic on the open market in exchange for $100x of cash.
Pursuant to foreign law, FT merges with and into FS
in a triangular reorganization that qualifies under sec-
tion 368(a)(1)(A) by reason of section 368(a)(2)(D).
In an exchange to which section 354 applies, US1 ex-
changes all the outstanding stock of FT for the $100x
of P stock purchased by FS on the open market.
(ii)Analysis. The triangular reorganization is de-
scribed in paragraph (a)(1) of this section. P is a do-
mestic corporation and FS is a foreign corporation. In
connection with FS purchasing the $100x of P stock
in exchange for property (cash), FS uses the P stock to
acquire the FT property in a triangular reorganization,
and US1 receives the P stock in an exchange to which
section 354 applies. Furthermore, none of the excep-
tions of paragraphs (a)(2)(i) through (iii) of this sec-
tion apply. Therefore, pursuant to paragraph (b)(1)
of this section, adjustments are made that have the
effect of a deemed distribution of property (with no
built-in gain or loss) in the amount of $100x from FS
to P under section 301. Pursuant to paragraph (b)(2)
of this section, adjustments are made that have the
effect of a deemed contribution of property (with no
built-in gain or loss) in the amount of $100x by P to
FS. Pursuant to paragraph (b)(3) of this section, the
adjustments described in paragraphs (b)(1) and (2) of
this section are made as if the deemed distribution and
deemed contribution, respectively, are separate trans-
actions occurring immediately before FS’s purchase
of the P stock on the open market. Generally applica-
ble provisions apply to FS’s purchase of the P stock
on the open market (see, for example, section 304)
and in determining certain tax consequences to P and
FS as a result of the triangular reorganization (see, for
example, §1.358–6(d) and §1.1032–2(c)).
(c)Collateral adjustments. This para-
graph (c) provides additional rules that
apply by reason of the deemed distribu-
tion and deemed contribution described in
paragraphs (b)(1) and (b)(2), respectively,
of this section.
(1)Deemed distribution. A deemed
distribution describedin paragraph (b)(1)
of this section shall be treated as occur-
ring for all purposes of the Internal Rev-
enue Code. Thus, for example, the order-
ing rules of section 301(c) apply to char-
acterize the deemed distribution to P as a
dividend from the earnings and profits of
S, return of stock basis, or gain from the
sale or exchange of property, as the case
may be. Furthermore, sections 902 or 959
may apply to the deemed distribution if S
is a foreign corporation, and sections 881,
882, 897, 1442, or 1445 may apply to the
deemed distribution if S is a domestic cor-
poration. Appropriate corresponding ad-
justments shall be made to S’s earnings
and profits consistent with the principles of
section 312.
(2)Deemed contribution. A deemed
contribution describedin paragraph (b)(2)
of this section shall be treated as occurring
for all purposes of the Internal Revenue
Code. Thus, for example, appropriate ad-
justments shall be made to P’s basis in the
Sstock.
(d)Anti-abuse rule.Appropriatead-
justments shall be made pursuant to this
section if, in connection with a triangular
reorganization, a transaction is engaged in
with a view to avoid the purpose of this
section. For example, if S is created, or-
ganized, or funded to avoid the applica-
tion of this section with respect to the earn-
ings and profits of a corporation related
(within the meaning of section 267(b)) to
P or S, the earnings and profits of S will be
deemed to include theearnings and prof-
its of such related corporation for purposes
of determining the consequences of the ad-
justments provided in this section, and ap-
propriate corresponding adjustments will
be made to account for the application of
this section to the earnings and profits of
such related corporation.
(e)Effective/applicability date.This
section applies to triangular reorganiza-
tions occurring on or after May 17, 2011.
For triangular reorganizations that occur
prior to May 17, 2011, see §1.367(b)–14T
as contained in 26 CFR part 1 revised as of
April 1, 2011.
§1.367(b)–14T [Removed]
Par. 6. Section 1.367(b)–14T is re-
moved.
Steven T. Miller,
Deputy Commissioner for
Services and Enforcement.
Approved May 11, 2011.
Michael Mundaca,
Assistant Secretary of
theTreasury(TaxPolicy).
(Filed by the Office of the Federal Register on May 17, 2011,
11:15 a.m., and published in the issue of the Federal Register
for May 19, 2011, 76 F.R. 28890)
Section 7805.—Rules
and Regulations
26 CFR 301.9100–1: Extensions of time to make elec-
tions.
A revenue procedure provides guidance under
§ 1.469–9(g) of the Income Tax Regulations allowing
certain taxpayers to make late elections to treat all
interests in rental real estate as a single rental real
estate activity. See Rev. Proc. 2011-34, page 875.
26 CFR 301.9100–3: Other extensions.
A revenue procedure provides guidance under
§ 1.469–9(g) of the Income Tax Regulations allowing
certain taxpayers to make late elections to treat all
interests in rental real estate as a single rental real
estate activity. See Rev. Proc. 2011-34, page 875.
June 13, 20118742011–24 I.R.B.

Part III. Administrative, Procedural, and Miscellaneous
26 CFR 469, 1.469–9(g): Rules for certain rental real
estate activities.
(Also: Part 1, §§ 301.9100–1, 301.9100.3.)
Rev. Proc. 2011–34
SECTION 1. PURPOSE
This revenue procedure provides guid-
ance under § 1.469–9(g) of the Income Tax
Regulations allowing certain taxpayers to
make late elections to treat all interests in
rental real estate as a single rental real es-
tate activity.
SECTION 2. BACKGROUND
.01 Section 469 of the Internal Revenue
Code generally imposes restrictions on the
allowance of passive activity losses and
credits in the case of individuals and cer-
tain other taxpayers.
.02 Under § 469(c)(2), the term “pas-
sive activity” generally includes any rental
activity. Section 469(c)(7) provides a lim-
ited exception to this rule for taxpayers
in a real property business. Specifically,
§ 469(c)(7)(A) provides that if a taxpayer
meets the requirements of § 469(c)(7)(B),
the taxpayer’s rental real estate activity
will no longer be presumptively passive.
In general, § 469(c)(7)(A) provides that a
taxpayer’s interests in rental real estate are
treated as separate activities for determin-
ing whether the taxpayer materially partic-
ipates in each rental real estate activity un-
less the taxpayer elects to treat all of the
taxpayer’s interests in rental real estate as
a single rental real estate activity.
.03 Section 1.469–9(g)(1) provides that
a qualifying taxpayer may make an elec-
tion to treat all of the taxpayer’s interests
in rental real estate as a single rental real
estate activity.
.04 Section 1.469–9(g)(3) provides that
a qualifying taxpayer makes the election
to treat all interests in rental real estate as
a single rental real estate activity by fil-
ing a statement with the taxpayer’s origi-
nal income tax return for the taxable year.
Section 1.469–9(g)(3) describes the infor-
mation that must be contained in the state-
ment.
.05 Under § 301.9100–1(c), the Com-
missioner may grant a reasonable exten-
sion of time to make a regulatory election,
or a statutory election (but no more than
six months except in the case of a taxpayer
who is abroad), under all subtitles of the
Code, except subtitles E, G, H, and I. Sec-
tion 301.9100–1(b) defines the term “reg-
ulatory election” as including an election
whose deadline is prescribed by a regula-
tion published in the Internal Revenue Bul-
letin.
.06 Sections 301.9100–1 through
301.9100–3 provide the standards that
the Commissioner will use to determine
whether to grant an extension of time to
make an election.
.07 Section 301.9100–2 provides auto-
matic extensions of time for making cer-
tain elections. Section 301.9100–3 pro-
vides extensions of time for making elec-
tions that do not meet the requirements of
§ 301.9100–2.
.08 Section 301.9100–3(a) provides
that requests for relief under § 301.9100–3
will be granted when the taxpayer provides
evidence to establish that the taxpayer
acted reasonably and in good faith, and
the grant of relief will not prejudice the
interests of the government.
.09 Section 301.9100–3(b)(1) provides
that subject to paragraphs (b)(3)(i) through
(iii) of § 301.9100–3, a taxpayer is deemed
to have acted reasonably and in good faith
if the taxpayer meets one of the require-
ments in § 301.9100–3(b)(1)(i)-(v), which
include that the taxpayer reasonably relied
on a qualified tax professional, including a
tax professional employed by the taxpayer,
and the tax professional failed to make, or
advise the taxpayer to make the election.
SECTION 3. SCOPE
.01 This revenue procedure provides
special procedures for relief for late
§ 1.469–9(g) elections.
.02 The procedures in this revenue pro-
cedure are in lieu of the letter ruling proce-
dure that is used to obtain relief for a late
§ 1.469–9(g) election. Accordingly, user
fees do not apply to corrective action un-
der this revenue procedure.
.03 A taxpayer that is not eligible for
relief under this revenue procedure may
request relief by applying for a private
letter ruling. The Service will not ordi-
narily issue a private letter ruling under
§ 1.469–9(g) if the period of limitations
on assessment under § 6501(a) has lapsed
for any taxable year that would be affected
by the requested late election. Rev. Proc.
2011–1, 2011–1 I.R.B. 1 (or its successor)
prescribes the procedural requirements for
requesting a private letter ruling.
SECTION 4. APPLICATION
.01Eligibility for relief.A taxpayer is
eligible for an extension of time to file a
§ 1.469–9(g) election under Section 4.03
of this revenue procedure if the taxpayer
represents on a statement that satisfies the
procedural requirements of section 4.02 of
this section and under penalties of perjury
that it meets all of the following require-
ments:
(1) the taxpayer failed to make an elec-
tion under § 1.469–9(g) solely because the
taxpayer failed to timely meet the require-
ments in §1.469–9(g);
(2) the taxpayer filed consistently
with having made an election under
§ 1.469–9(g) on any return that would
have been affected if the taxpayer had
timely made the election. The taxpayer
must have filed all required federal income
tax returns consistent with the requested
aggregation for all of the years includ-
ing and following the year the taxpayer
intends the requested aggregation to be
effective and no tax returns containing
positions inconsistent with the requested
aggregation may have been filed by or
with respect to the taxpayer during any of
the taxable years;
(3) the taxpayer timely filed each return
that would have been affected by the elec-
tion if it had been timely made. The tax-
payer will be treated as having timely filed
a required tax or information return if the
return is filed within 6 months after its due
date, excluding extensions;
(4) the taxpayer has reasonable cause
for its failure to meet the requirements in
§ 1.469–9(g).
.02Procedural requirements for re-
questing relief.The taxpayer must attach
the statement required by § 1.469–9(g)(3)
to an amended return for the most recent
tax year and mail the amended return
to the IRS service center where the tax-
payer will file its current year tax return.
The statement must contain the declara-
tion required by § 1.469–9(g)(3), must
2011–24 I.R.B.875June 13, 2011

explain the reason for the failure to file
a timely election, and must include the
representations required in section 4.01
of this revenue procedure. The statement
must identify the taxable year for which
it seeks to make the late election. Finally,
the statement must state at the top of the
document “FILED PURSUANT TO REV.
PROC. 2011–34.”
The declaration and representations re-
quired in sections 4.01 and 4.02 of this rev-
enue procedure must be accompanied by a
dated declaration, signed by the taxpayer
which states: “Under penalties of perjury
I (we) declare that I (we) have examined
this election, including any accompanying
documents, and, to the best of my (our)
knowledge and belief, the election con-
tains all the relevant facts relating to the
election, and such facts are true, correct,
and complete.” The individual or individ-
uals who sign must have personal knowl-
edge of the facts and circumstances related
to the election.
.03Relief for late election under
§ 1.469–9(g).The Service will notify
the taxpayer upon receipt of a completed
application requesting relief under this
revenue procedure that satisfies the pro-
cedural requirements under section 4.02
of this revenue procedure. Any taxpayer
receiving relief under this revenue proce-
dure is treated as having made a timely
election to treat all interests in rental real
estate as a single rental real estate activity
as of the taxable year for which the late
election was requested.
SECTION 5. AREAS NOT COVERED
BY THIS REVENUE PROCEDURE
The granting of an extension of time
to file an election under § 1.469–9(g)
pursuant to this revenue procedure and
the issuance of a notification described
in section 4.03 do not constitute an ex-
press or implied determination concerning
whether the taxpayer satisfies the eligi-
bility requirements under section 4.01
of this revenue procedure, whether the
taxpayer satisfies the requirements under
§ 469(c)(7)(B), or whether the taxpayer
materially participates in any activity.
SECTION 6. EFFECTIVE DATE
This revenue procedure is effective on
the date of publication of this revenue pro-
cedure in the Internal Revenue Bulletin.
This revenue procedure also applies to all
ruling requests pending in the national of-
fice on June 13, 2011, and to requests for
relief received thereafter. The national of-
fice will decline to rule on all ruling re-
quests currently pending as of June 13,
2011, and will refund the user fee.
SECTION 7. PAPERWORK
REDUCTION ACT
The collections of information con-
tained in this revenue procedure have been
reviewed and approved by the Office of
Management and Budget (OMB) in accor-
dance with the Paperwork Reduction Act
of 1995 (44 U.S.C. 3507(d)) under control
number 1545–2194.
The collection of information in this
revenue procedure is in Section 4.02 of this
revenue procedure. The information will
help the IRS to determine whether a tax-
payer has met the requirements of Section
4 of this revenue procedure and whether a
taxpayer has reasonable cause for failing
to make a timely election. The collection
of information is required to make a late
election pursuant to this revenue proce-
dure. The information will be reported on
a statement filed by the taxpayer with the
applicable IRS Service Center. The time
needed to complete and file the statement
will vary depending on individual circum-
stances. The estimatedburden for taxpay-
ers filing the statement is included in the
estimates shown in the Paperwork Reduc-
tion Act of the annually published letter
ruling revenue procedure.
The estimated total annual reporting
burden for the taxable years in which this
revenue procedure applies is1,000hours.
The estimated annual burden per re-
spondent for the taxable years in which this
revenue procedure applies varies from15
minutes to45minutes, depending on in-
dividual circumstances, with an estimated
average burden of30minutes. The esti-
mated annual number of respondents for
the taxable years in which this revenue
procedure applies is2000.
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
control number.
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
law. Generally, tax returns and tax return
information are confidential, as required
by 26 U.S.C. 6103.
SECTION 8. DRAFTING
INFORMATION
The principal authors of this rev-
enue procedure are Michala P. Irons
and Bryan A. Rimmke of the Office of
Associate Chief Counsel (Passthroughs
& Special Industries).For further
information regarding this revenue
procedure, contact Ms.Irons or
Mr. Rimmke at (202) 622–3050 (not a
toll-free call).
June 13, 20118762011–24 I.R.B.

Part IV. Items o
fGeneralInterest
Deletions Fro
m Cumulative
List of Organi
zations
Contribution
stoWhich
are Deductib
le Under Section
170 of the Cod
e
Announceme
nt 2011–34
The Interna
l Revenue Service has re-
voked its de
termination that the organi-
zations lis
ted below qualify as organiza-
tions descr
ibed in sections 501(c)(3) and
170(c)(2)
of the Internal Revenue Code of
1986.
Generally
, the Service will not disallow
deduction
s for contributions made to a
listed org
anization on or before the date
of announc
ement in the Internal Revenue
Bulletin
that an organization no longer
qualifie
s. However, the Service is not
preclude
d from disallowing a deduction
for any co
ntributions made after an or-
ganizati
on ceases to qualify under section
170(c)(2)ift
he organization has not timely
filed a suit fo
r declaratory judgment under
section 7428 a
nd if the contributor (1) had
knowledge of t
he revocation of the ruling
or determinat
ion letter, (2) was aware that
such revocat
ion was imminent, or (3) was
in part respo
nsible for or was aware of the
activities o
r omissions of the organization
that brought
about this revocation.
If on the othe
r hand a suit for declara-
tory judgmen
t has been timely filed, con-
tributions
from individuals and organiza-
tions descr
ibed in section 170(c)(2) that
are otherwi
se allowable will continue to
be deductib
le. Protection under section
7428(c) wo
uld begin on June 13, 2011 and
would end o
n the date the court first deter-
mines that
the organization is not described
in section
170(c)(2) as more particularly
set forth i
n section 7428(c)(1). For indi-
vidual co
ntributors, the maximum deduc-
tion prot
ected is $1,000, with a husband
and wife t
reated as one contributor. This
benefit i
s not extended to any individual, in
whole or in par
t,fortheactsoromissions
of the organiz
ation that were the basis for
revocation.
Boaz Foundati
on
Citrus Height
s, CA
California Nu
rses Educational Institute,
Inc.
Palm Desert,
CA
Caring And Sha
ring HFA, INC.
Newport News
,VA
Dayspring Com
munity School
Warwick, NY
Dorough Lupu
s Foundation, Inc.
Ocoee, FL
Evershine Re
sidential Services, Inc.
Owings Mills
,MD
Howard D. Dor
ough Supporting
Organizatio
n
Ocoee, FL
Just 4 DA Kids
,Inc.
La Vista, NE
2011–24 I.R.B.877June 13, 2011

Definition of Terms
Revenue rulings and revenue procedures
(hereinafter referred to as “rulings”) that
have an effect on previous rulings use the
following defined terms to describe the ef-
fect:
Amplifieddescribes a situation where
no change is being made in a prior pub-
lished position, but the prior position is be-
ingextendedtoapplytoavariationofthe
fact situation set forth therein. Thus, if
an earlier ruling held that a principle ap-
plied to A, and the new ruling holds that the
same principle also applies to B, the earlier
ruling is amplified. (Compare withmodi-
fied,below).
Clarifiedis used in those instances
where the language in a prior ruling is be-
ing made clear because the language has
caused, or may cause, some confusion.
It is not used where a position in a prior
ruling is being changed.
Distinguisheddescribes a situation
where a ruling mentions a previously pub-
lished ruling and points out an essential
difference between them.
Modifiedis used where the substance
of a previously published position is being
changed. Thus, if a prior ruling held that a
principle applied to A but not to B, and the
new ruling holds that it applies to both A
and B, the prior ruling is modified because
it corrects a published position. (Compare
withamplifiedandclarified, above).
Obsoleteddescribes a previously pub-
lished ruling that is not considered deter-
minative with respect to future transac-
tions. This term is most commonly used in
a ruling that lists previously published rul-
ings that are obsoleted because of changes
in laws or regulations. A ruling may also
be obsoleted because the substance has
been included in regulations subsequently
adopted.
Revokeddescribes situations where the
position in the previously published ruling
is not correct and the correct position is
beingstatedinanewruling.
Supersededdescribes a situation where
the new ruling does nothing more than re-
state the substance and situation of a previ-
ously published ruling (or rulings). Thus,
the term is used to republish under the
1986 Code and regulations the same po-
sition published under the 1939 Code and
regulations. The term is also used when
it is desired to republish in a single rul-
ing a series of situations, names, etc., that
were previously published over a period of
time in separate rulings. If the new rul-
ing does more than restate the substance
of a prior ruling, a combination of terms
is used. For example,modifiedandsu-
persededdescribes a situation where the
substance of a previously published ruling
is being changed in part and is continued
without change in part and it is desired to
restate the valid portion of the previously
published ruling in a new ruling that is self
contained. In this case, the previously pub-
lished ruling is first modified and then, as
modified, is superseded.
Supplementedis used in situations in
which a list, such as a list of the names of
countries, is published in a ruling and that
list is expanded by adding further names in
subsequent rulings. After the original rul-
ing has been supplemented several times, a
new ruling may be published that includes
the list in the original ruling and the ad-
ditions, and supersedes all prior rulings in
the series.
Suspendedis used in rare situations to
show that the previous published rulings
will not be applied pending some future
action such as the issuance of new or
amended regulations, the outcome of cases
in litigation, or the outcome of a Service
study.
Abbreviations
The fol
lowing abbreviations in current use
and for
merly used will appear in material
publis
hedintheBulletin.
A—Individual.
Acq.—A
cquiescence.
B—Individual.
BE—Beneficiary.
BK—Bank
.
B.T.A.—Board of Tax Appeals.
C—Individual.
C.B.—Cu
mulative Bulletin.
CFR—Code of Federal Regulations.
CI—City.
COOP—Coo
perative.
Ct.D.—Court Decision.
CY—County.
D—Decede
nt.
DC—Dummy Corporation.
DE—Donee.
Del. Order
—Delegation Order.
DISC—Domestic International Sales Corporation.
DR—Donor.
E—Estate.
EE—Employee.
E.O.—Executive Order.
ER—Emp
loyer.
ERISA—Employee Retirement Income Security Act.
EX—Executor.
F—Fiduc
iary.
FC—Foreign Country.
FICA—Federal Insurance Contributions Act.
FISC—Fo
reign International Sales Company.
FPH—Foreign Personal Holding Company.
F.R.—Federal Register.
FUTA—Fed
eral Unemployment Tax Act.
FX—Foreign corporation.
G.C.M.—Chief Counsel’s Memorandum.
GE—Grante
e.
GP—General Partner.
GR—Grantor.
IC—Insura
nce Company.
I.R.B.—Internal Revenue Bulletin.
LE—Lessee.
LP—Limited
Partner.
LR—Lessor.
M—Minor.
Nonacq.—No
nacquiescence.
O—Organization.
P—Parent Corporation.
PHC—Persona
l Holding Company.
PO—Possession of the U.S.
PR—Partner.
PRS—Pa
rtnership.
PTE—Prohibited Transaction Exemption.
Pub. L.—Public Law.
REIT—Re
al Estate Investment Trust.
Rev. Proc.—Revenue Procedure.
Rev. Rul.—Revenue Ruling.
S—Subsi
diary.
S.P.R.—Statement of Procedural Rules.
Stat.—Statutes at Large.
T—Target
Corporation.
T.C.—Tax Court.
T.D.—Treasury Decision.
TFE—Trans
feree.
TFR—Transferor.
T.I.R.—Technical Information Release.
TP—Taxpay
er.
TR—Trust.
TT—Trustee.
U.S.C.—Uni
ted States Code.
X—Corporation.
Y—Corporation.
Z—Corporat
ion.
June 13, 2011i2011–24 I.R.B.

Numerical Finding List
1
Bulletin 2011–1 through 2011–24
Announcements:
2011-1, 2011-2 I.R.B.304
2011-2, 2011-3 I.R.B.324
2011-3, 2011-3 I.R.B.324
2011-4, 2011-4 I.R.B.424
2011-5, 2011-4 I.R.B.430
2011-6, 2011-4 I.R.B.433
2011-7, 2011-5 I.R.B.446
2011-8, 2011-5 I.R.B.446
2011-9, 2011-7 I.R.B.499
2011-10, 2011-7 I.R.B.499
2011-11, 2011-7 I.R.B.500
2011-12, 2011-9 I.R.B.532
2011-13, 2011-8 I.R.B.525
2011-14, 2011-9 I.R.B.532
2011-15, 2011-8 I.R.B.526
2011-16, 2011-7 I.R.B.500
2011-17, 2011-9 I.R.B.532
2011-18, 2011-12 I.R.B.567
2011-19, 2011-11 I.R.B.553
2011-20, 2011-10 I.R.B.542
2011-21, 2011-12 I.R.B.567
2011-22, 2011-16 I.R.B.672
2011-23, 2011-12 I.R.B.568
2011-24, 2011-12 I.R.B.569
2011-25, 2011-14 I.R.B.608
2011-26, 2011-14 I.R.B.608
2011-27, 2011-15 I.R.B.651
2011-28, 2011-18 I.R.B.748
2011-29, 2011-18 I.R.B.748
2011-30, 2011-20 I.R.B.791
2011-31, 2011-22 I.R.B.836
2011-32, 2011-22 I.R.B.836
2011-34, 2011-24 I.R.B.877
Notices:
2011-1, 2011-2 I.R.B.259
2011-2, 2011-2 I.R.B.260
2011-3, 2011-2 I.R.B.263
2011-4, 2011-2 I.R.B.282
2011-5, 2011-3 I.R.B.314
2011-6, 2011-3 I.R.B.315
2011-7, 2011-5 I.R.B.437
2011-8, 2011-8 I.R.B.503
2011-9, 2011-6 I.R.B.459
2011-10, 2011-6 I.R.B.463
2011-11, 2011-7 I.R.B.497
2011-12, 2011-8 I.R.B.514
2011-13, 2011-9 I.R.B.529
2011-14, 2011-11 I.R.B.544
2011-15, 2011-10 I.R.B.539
2011-16, 2011-17 I.R.B.720
Notices— Continued:
2011-17, 2011-10 I.R.B.540
2011-18, 2011-11 I.R.B.549
2011-19, 2011-11 I.R.B.550
2011-20, 2011-16 I.R.B.652
2011-21, 2011-19 I.R.B.761
2011-22, 2011-12 I.R.B.557
2011-23, 2011-13 I.R.B.588
2011-24, 2011-14 I.R.B.603
2011-25, 2011-14 I.R.B.604
2011-26, 2011-17 I.R.B.720
2011-27, 2011-17 I.R.B.723
2011-28, 2011-16 I.R.B.656
2011-29, 2011-16 I.R.B.663
2011-30, 2011-17 I.R.B.724
2011-31, 2011-17 I.R.B.724
2011-32, 2011-18 I.R.B.737
2011-33, 2011-19 I.R.B.761
2011-34, 2011-19 I.R.B.765
2011-36, 2011-21 I.R.B.792
2011-37, 2011-20 I.R.B.785
2011-38, 2011-20 I.R.B.785
2011-39, 2011-20 I.R.B.786
2011-40, 2011-22 I.R.B.806
2011-41, 2011-21 I.R.B.798
2011-42, 2011-23 I.R.B.866
Proposed Regulations:
REG-140108-08, 2011-13 I.R.B.591
REG-149335-08, 2011-6 I.R.B.468
REG-118761-09, 2011-21 I.R.B.803
REG-146097-09, 2011-8 I.R.B.516
REG-153338-09, 2011-14 I.R.B.606
REG-154159-09, 2011-19 I.R.B.777
REG-124018-10, 2011-2 I.R.B.301
REG-131151-10, 2011-8 I.R.B.519
REG-131947-10, 2011-8 I.R.B.521
REG-132724-10, 2011-7 I.R.B.498
REG-151687-10, 2011-23 I.R.B.867
Revenue Procedures:
2011-1, 2011-1 I.R.B.1
2011-2, 2011-1 I.R.B.90
2011-3, 2011-1 I.R.B.111
2011-4, 2011-1 I.R.B.123
2011-5, 2011-1 I.R.B.167
2011-6, 2011-1 I.R.B.195
2011-7, 2011-1 I.R.B.233
2011-8, 2011-1 I.R.B.237
2011-9, 2011-2 I.R.B.283
2011-10, 2011-2 I.R.B.294
2011-11, 2011-4 I.R.B.329
2011-12, 2011-2 I.R.B.297
2011-13, 2011-3 I.R.B.318
2011-14, 2011-4 I.R.B.330
2011-15, 2011-3 I.R.B.322
Revenue Procedures— Continued:
2011-16, 2011-5 I.R.B.440
2011-17, 2011-5 I.R.B.441
2011-18, 2011-5 I.R.B.443
2011-19, 2011-6 I.R.B.465
2011-20, 2011-11 I.R.B.551
2011-21, 2011-12 I.R.B.560
2011-22, 2011-18 I.R.B.737
2011-23, 2011-15 I.R.B.626
2011-24, 2011-20 I.R.B.787
2011-25, 2011-17 I.R.B.725
2011-26, 2011-16 I.R.B.664
2011-27, 2011-18 I.R.B.740
2011-28, 2011-18 I.R.B.743
2011-29, 2011-18 I.R.B.746
2011-30, 2011-21 I.R.B.802
2011-31, 2011-22 I.R.B.808
2011-32, 2010-22 I.R.B.835
2011-34, 2011-24 I.R.B.875
Revenue Rulings:
2011-1, 2011-2 I.R.B.251
2011-2, 2011-2 I.R.B.256
2011-3, 2011-4 I.R.B.326
2011-4, 2011-6 I.R.B.448
2011-5, 2011-13 I.R.B.577
2011-6, 2011-10 I.R.B.537
2011-7, 2011-10 I.R.B.534
2011-8, 2011-12 I.R.B.554
2011-9, 2011-12 I.R.B.554
2011-10, 2011-14 I.R.B.597
2011-11, 2011-19 I.R.B.758
2011-13, 2011-23 I.R.B.841
Treasury Decisions:
9507, 2011-3 I.R.B.305
9508, 2011-7 I.R.B.495
9509, 2011-6 I.R.B.450
9510, 2011-6 I.R.B.453
9511, 2011-6 I.R.B.455
9512, 2011-7 I.R.B.473
9513, 2011-8 I.R.B.501
9514, 2011-9 I.R.B.527
9515, 2011-14 I.R.B.599
9516, 2011-13 I.R.B.575
9517, 2011-15 I.R.B.610
9518, 2011-17 I.R.B.710
9519, 2011-18 I.R.B.734
9520, 2011-18 I.R.B.730
9521, 2011-19 I.R.B.750
9522, 2011-20 I.R.B.780
9523, 2011-20 I.R.B.781
9524, 2011-23 I.R.B.843
9525, 2011-23 I.R.B.837
9526, 2011-24 I.R.B.869
1
A cumulative list of all revenue rulings, revenue procedures, Treasury decisions, etc., published in Internal Revenue Bulletins 2010–27 through 2010–52 is in Internal Revenue Bulletin
2010–52, dated December 27, 2010.
2011–24 I.R.B.iiJune 13, 2011

Finding List of Current Actions on
Previously Published Items
1
Bulletin 2011–1 through 2011–24
Announcements:
85-88
Obsoleted by
Rev. Proc. 2011-10, 2011-2 I.R.B.294
2008-11
Modified by
Ann. 2011-6, 2011-4 I.R.B.433
2009-62
Obsoleted by
Rev. Proc. 2011-10, 2011-2 I.R.B.294
Notices:
2006-87
Superseded by
Notice 2011-8, 2011-8 I.R.B.503
2007-25
Superseded by
Notice 2011-8, 2011-8 I.R.B.503
2007-77
Superseded by
Notice 2011-8, 2011-8 I.R.B.503
2008-107
Superseded by
Notice 2011-8, 2011-8 I.R.B.503
2009-23
Modified by
Notice 2011-24, 2011-14 I.R.B.603
2009-24
Modified by
Notice 2011-24, 2011-14 I.R.B.603
2009-83
Modified by
Notice 2011-25, 2011-14 I.R.B.604
2009-93
Modified by
Notice 2011-38, 2011-20 I.R.B.785
2010-27
Superseded by
Notice 2011-8, 2011-8 I.R.B.503
2010-32
Modified and superseded by
Notice 2011-37, 2011-20 I.R.B.785
2010-59
Modified by
Notice 2011-5, 2011-3 I.R.B.314
Notices— Continued:
2010-60
Supplemented and superseded by
Notice 2011-34, 2011-19 I.R.B.765
2010-71
Modified and superseded by
Notice 2011-9, 2011-6 I.R.B.459
2010-79
Clarified and modified by
Notice 2011-4, 2011-2 I.R.B.282
Proposed Regulations:
REG-132554-08
Corrected by
Ann. 2011-11, 2011-7 I.R.B.500
REG-149335-08
Hearing scheduled by
Ann. 2011-26, 2011-14 I.R.B.608
REG-146097-09
Hearing rescheduled by
Ann. 2011-30, 2011-20 I.R.B.791
Revenue Procedures:
72-50
Modified and superseded by
Rev. Proc. 2011-10, 2011-2 I.R.B.294
76-34
Modified and superseded by
Rev. Proc. 2011-10, 2011-2 I.R.B.294
83-23
Modified and superseded by
Rev. Proc. 2011-15, 2011-3 I.R.B.322
94-17
Modified and superseded by
Rev. Proc. 2011-15, 2011-3 I.R.B.322
97-27
Clarified and modified by
Rev. Proc. 2011-14, 2011-4 I.R.B.330
2001-10
Modified by
Rev. Proc. 2011-14, 2011-4 I.R.B.330
2002-28
Modified by
Rev. Proc. 2011-14, 2011-4 I.R.B.330
2003-21
Modified and superseded by
Rev. Proc. 2011-15, 2011-3 I.R.B.322
2004-34
Modified by
Rev. Proc. 2011-14, 2011-4 I.R.B.330
Modified and clarified by
Rev. Proc. 2011-18, 2011-5 I.R.B.443
Revenue Procedures— Continued:
2006-44
Modified by
Ann. 2011-6, 2011-4 I.R.B.433
2006-56
Modified by
Rev. Proc. 2011-14, 2011-4 I.R.B.330
2008-52
Modified by
Notice 2011-4, 2011-2 I.R.B.282
Rev. Proc. 2011-17, 2011-5 I.R.B.441
Superseded in part by
Rev. Proc. 2011-14, 2011-4 I.R.B.330
2009-39
Superseded in part by
Rev. Proc. 2011-14, 2011-4 I.R.B.330
2009-44
Modified by
Ann. 2011-6, 2011-4 I.R.B.433
2010-1
Superseded by
Rev. Proc. 2011-1, 2011-1 I.R.B.1
2010-2
Superseded by
Rev. Proc. 2011-2, 2011-1 I.R.B.90
2010-3
Superseded by
Rev. Proc. 2011-3, 2011-1 I.R.B.111
2010-4
Superseded by
Rev. Proc. 2011-4, 2011-1 I.R.B.123
2010-5
Superseded by
Rev. Proc. 2011-5, 2011-1 I.R.B.167
2010-6
Superseded by
Rev. Proc. 2011-6, 2011-1 I.R.B.195
2010-7
Superseded by
Rev. Proc. 2011-7, 2011-1 I.R.B.233
2010-8
Superseded by
Rev. Proc. 2011-8, 2011-1 I.R.B.237
2010-9
Superseded by
Rev. Proc. 2011-9, 2011-2 I.R.B.283
2010-15
Updated by
Rev. Proc. 2011-13, 2011-3 I.R.B.318
1
A cumulative list of current actions on previously published items in Internal Revenue Bulletins 2010–27 through 2010–52 is in Internal Revenue Bulletin 2010–52, dated December 27,
2010.
June 13, 2011iii2011–24 I.R.B.

Revenue Procedures— Continued:
2010-18
Amplified and modified by
Rev. Proc. 2011-21, 2011-12 I.R.B.560
2010-25
Obsoleted in part by
Rev. Proc. 2011-23, 2011-15 I.R.B.626
2011-1
Corrected by
Ann. 2011-7, 2011-5 I.R.B.446
2011-8
Corrected by
Ann. 2011-8, 2011-5 I.R.B.446
2011-11
Corrected by
Ann. 2011-9, 2011-7 I.R.B.499
2011-14
Modified by
Rev. Proc. 2011-27, 2011-18 I.R.B.740
Rev. Proc. 2011-28, 2011-18 I.R.B.743
Modified and amplified by
Rev. Proc. 2011-22, 2011-18 I.R.B.737
2011-21
Amplified by
Rev. Proc. 2011-26, 2011-16 I.R.B.664
Revenue Rulings:
81-100
Modified by
Rev. Rul. 2011-1, 2011-2 I.R.B.251
2004-67
Modified by
Rev. Rul. 2011-1, 2011-2 I.R.B.251
2008-40
Modified by
Rev. Rul. 2011-1, 2011-2 I.R.B.251
2011-3
Corrected by
Ann. 2011-16, 2011-7 I.R.B.500
Treasury Decisions:
9391
Corrected by
Ann. 2011-12, 2011-9 I.R.B.532
9505
Corrected by
Ann. 2011-10, 2011-7 I.R.B.499
2011–24 I.R.B.ivJune 13, 2011

June 13, 20112011–24 I.R.B.

2011–24 I.R.B.June 13, 2011

June 13, 20112011–24 I.R.B.

INTERNAL REVENUE BULLETIN
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