Single-Entity Treatment of Consolidated Groups for Specific Purposes, 76430-76434 [2022-27055]

Agencies

• Internal Revenue Service
• DEPARTMENT OF THE TREASURY

[Federal Register Volume 87, Number 239 (Wednesday, December 14, 2022)]
[Proposed Rules]
[Pages 76430-76434]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-27055]


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DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Part 1

[REG-113839-22]
RIN 1545-BQ51


Single-Entity Treatment of Consolidated Groups for Specific 
Purposes

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rulemaking.

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SUMMARY: This document contains proposed regulations that treat members 
of a consolidated group as a single United States shareholder in 
certain cases for purposes of section 951(a)(2)(B) of the Internal 
Revenue Code (the ``Code''). The proposed regulations affect 
consolidated groups that own stock of foreign corporations.

DATES: Written or electronic comments and requests for a public hearing 
must be received by January 18, 2023. Requests for a public hearing 
must be submitted as prescribed in the ``Comments and Requests for a 
Public Hearing'' section.

ADDRESSES: Commenters are strongly encouraged to submit public comments 
electronically. Submit electronic submissions via the Federal 
eRulemaking Portal at www.regulations.gov (indicate IRS and REG-113839-
22) by following the online instructions for submitting comments. Once 
submitted to the Federal eRulemaking Portal, comments cannot be edited 
or withdrawn. The Department of the Treasury (``Treasury Department'') 
and the IRS will publish for public availability any comment submitted 
electronically or on paper to its public docket. Send paper submissions 
to: CC:PA:LPD:PR (REG-113839-22), Room 5203, Internal Revenue Service, 
PO Box 7604, Ben Franklin Station, Washington, DC 20044.

FOR FURTHER INFORMATION CONTACT: Austin Diamond-Jones, (202) 317-5085 
(Corporate) and Julie T. Wang, (202) 317-6975 (Corporate) regarding 
section 1502 and the proposed amendments to Sec.  1.1502-80, and Joshua 
P. Roffenbender, (202) 317-6934 (International) regarding sections 951, 
951A, and 959; concerning submissions of comments and requests for a 
public hearing, Vivian Hayes at (202) 317-6901 (not toll-free numbers) 
or by email to [email protected] (preferred).

SUPPLEMENTARY INFORMATION:

Background

I. Overview

    This document contains proposed amendments to 26 CFR part 1 under 
sections 1502 and 7805(a) of the Code (the ``proposed regulations'').

II. Sections 1501 and 1502

    Pursuant to section 1501, an affiliated group of corporations may 
elect to file a U.S. Federal income tax (``U.S. tax'') return on a 
consolidated basis (such return, a ``consolidated return''). Groups 
electing to file consolidated returns include all members' income items 
on a single return, in lieu of filing separate returns for each member.
    Section 1502 authorizes the Secretary of the Treasury or their 
delegate (``Secretary'') to prescribe regulations for an affiliated 
group of corporations that join in filing (or that are required to join 
in filing) a consolidated return (such a group, a ``consolidated 
group,'' as defined in Sec.  1.1502-1(h)) to clearly reflect the U.S. 
tax liability of the consolidated group and to prevent avoidance of 
such tax liability. For purposes of carrying out those objectives, 
section 1502 also permits the Secretary to prescribe rules that may be 
different from the provisions of chapter 1 of subtitle A of the Code 
that would apply if the corporations composing the consolidated group 
filed separate returns. Terms used in the consolidated return 
regulations generally are defined in Sec.  1.1502-1.

III. Sections 951(a)(1)(A), 951A(a), and 959

    Sections 951(a)(1)(A) and 951A(a) subject each United States 
shareholder (within the meaning of section 951(b) or section 
953(c)(1)(A), if applicable) (each shareholder, a ``U.S. shareholder'') 
of a controlled foreign corporation (within the meaning of section 957 
or section 953(c)(1)(B), if applicable) (a ``CFC'') to

[[Page 76431]]

U.S. tax on certain income of the CFC, regardless of whether the CFC 
distributes the earnings and profits (``E&P'') attributable to such 
income. To avoid double taxation, a corresponding amount of the CFC's 
E&P is designated as previously taxed earnings and profits (``PTEP'') 
under section 959 and generally is not subject to U.S. tax at the U.S. 
shareholder level when distributed, whether to a U.S. shareholder or to 
an upper-tier CFC (such a distribution to a U.S. shareholder or an 
upper-tier CFC, a ``section 959(a) distribution'' or a ``section 959(b) 
distribution,'' respectively). See section 959. Generally, PTEP is 
treated as distributed before E&P that is not PTEP (``non-PTEP''), and 
a section 959(a) distribution is treated as not a dividend. See section 
959(c) and (d).
    Under section 951(a)(1)(A), a U.S. shareholder of a CFC must 
include in gross income its pro rata share of the CFC's subpart F 
income (as defined in section 952) if the U.S. shareholder owns (within 
the meaning of section 958(a)) stock of the CFC on the last day of the 
CFC's taxable year on which it is a CFC (the ``last relevant day''). 
Ownership of stock within the meaning of section 958(a) means stock 
owned directly and stock owned indirectly through foreign corporations 
and other foreign entities (including certain domestic entities to the 
extent treated as foreign entities under Sec.  1.958-1(d)(1)). For 
purposes of the remainder of this preamble, a reference to stock 
ownership means stock owned within the meaning of section 958(a).
    A U.S. shareholder's pro rata share of a CFC's subpart F income for 
a taxable year of the CFC is calculated by first determining the amount 
described in section 951(a)(2)(A). This amount, which is determined 
based on the U.S. shareholder's proportionate share of a hypothetical 
distribution by the CFC, represents subpart F income (unreduced by 
distributions during the taxable year) allocable to stock of the CFC 
that the U.S. shareholder owns on the last relevant day. See section 
951(a)(2)(A); Sec.  1.951-1(b) and (e). That amount is then reduced by 
the amount described in section 951(a)(2)(B) to arrive at the U.S. 
shareholder's pro rata share of the CFC's subpart F income. For a 
discussion of section 951(a)(2)(B), see part IV of this Background 
section.
    Section 951A(a) requires a U.S. shareholder of a CFC to include in 
gross income its GILTI inclusion amount. See Sec.  1.951A-1(b). A U.S. 
shareholder's GILTI inclusion amount is determined by taking into 
account the U.S. shareholder's pro rata share of tested items (as 
defined in Sec.  1.951A-1(f)(5)) of certain CFCs in which the U.S. 
shareholder owns stock, such as tested income, tested loss, and 
qualified business asset investment. A U.S. shareholder's pro rata 
share of a CFC's tested items is determined in the same manner as a 
U.S. shareholder's pro rata share of a CFC's subpart F income under 
section 951(a)(2), subject to certain modifications. See section 
951A(e)(1) and Sec.  1.951A-1(d).
    In many cases, a significant portion of a CFC's income has been (or 
will be) subject to U.S. tax under section 951(a)(1)(A) or 951A(a), 
including by reason of the transition tax imposed under section 965, 
which taxed non-PTEP of certain foreign corporations under section 
951(a)(1)(A). As a result, there is (and will continue to be) a 
substantial amount of PTEP in the U.S. tax system.

IV. Section 951(a)(2)(B)

    Section 951(a)(2)(B) addresses cases in which stock of a CFC owned 
by a U.S. shareholder on the last relevant day was acquired by the U.S. 
shareholder during the CFC's taxable year. In these cases, section 
951(a)(2)(B) generally reduces the U.S. shareholder's pro rata share of 
the CFC's subpart F income or tested income by the amount of 
distributions received by any other person during the taxable year as a 
dividend with respect to the acquired stock. However, the reduction is 
limited to the amount of the dividend that would have been received 
with respect to the acquired stock if the CFC had distributed an amount 
equal to its subpart F income for the taxable year multiplied by a 
fraction, the numerator of which is the number of days during the 
taxable year on which the U.S. shareholder did not own the acquired 
stock, and the denominator of which is the number of days during the 
taxable year (such fraction, the ``section 951(a)(2)(B) fraction'').
    The reduction, as so limited, represents an amount of distributed 
income of the CFC on which the U.S. shareholder otherwise would be 
subject to U.S. tax under section 951(a)(1)(A) or 951A(a) by reason of 
owning the acquired stock on the last relevant day, but that is not 
allocable to the period during which the U.S. shareholder owned the 
acquired stock. The reduction is intended to prevent double taxation of 
subpart F income or tested income of the CFC that is distributed during 
the taxable year. In turn, the limitation on the reduction is intended 
to ensure that income allocable to the U.S. shareholder's ownership 
period with respect to the acquired stock is included in the U.S. 
shareholder's pro rata share. See generally Technical Explanation of 
the Revenue Act of 1962, S. Rep. No. 87-1881, at 239 (1962).

V. Application of Sections 951(a)(1)(A) and 951A(a) to Consolidated 
Groups

    A consolidated group member's inclusion under section 951(a)(1)(A) 
is determined at the member level in the same manner as the inclusion 
is determined for any domestic corporation that is a U.S. shareholder 
of a foreign corporation.
    A member's GILTI inclusion amount is determined by taking into 
account the aggregate of its pro rata share of the tested income of 
each tested income CFC (as defined in Sec.  1.951A-2(b)(1)) and its 
allocable share of the group's aggregate amount of other tested items. 
See Sec.  1.1502-51. As explained in the preamble to the final 
regulations in Sec.  1.1502-51, determining a member's GILTI inclusion 
amount entirely on a separate-entity basis would undermine the clear 
reflection of the U.S. tax liability of the consolidated group as a 
whole. In contrast, the adopted approach creates ``consistent results 
regardless of which member of a consolidated group owns the stock of 
the CFCs[,] . . . removes incentives for inappropriate planning, and 
also eliminates traps for the unwary.'' See TD 9866, 84 FR 29288, 
29318.

Explanation of Provisions

I. In General

    The Treasury Department and the IRS are aware that some 
consolidated groups are taking the position that the group's aggregate 
inclusions under sections 951(a)(1)(A) and 951A(a) are reduced by 
changing the location of ownership of stock of a CFC within the group. 
Specifically, taxpayers are taking the position that a group's 
aggregate pro rata share of a lower-tier CFC's subpart F income or 
tested income is reduced under section 951(a)(2)(B) by reason of a 
section 959(b) distribution made by the lower-tier CFC, together with a 
direct or indirect acquisition of stock of the lower-tier CFC by a 
member from another member. Given the substantial amount of PTEP in the 
U.S. tax system following the enactment of sections 951A and 965, the 
Treasury Department and the IRS understand that taxpayers are taking 
this position with increasing frequency in an attempt to significantly 
reduce their income inclusions under sections 951(a)(1)(A) and 951A(a).
    For example, assume that M1 and M2 are members of a consolidated 
group (the ``P group''). M1 directly owns all the stock of an upper-
tier CFC (``CFC1''), which directly owns all the stock of a

[[Page 76432]]

lower-tier CFC (``CFC2''). M2 directly owns all the stock of another 
CFC (``CFC3''). During a taxable year of CFC2, CFC2 makes a section 
959(b) distribution to CFC1. On a day other than the last day of the 
same taxable year, CFC1 transfers all the stock of CFC2 to CFC3 in a 
transaction that qualifies as a reorganization described in section 
368(a)(1)(B). As a result, M2 indirectly acquires stock of CFC2, which 
M2 continues to own throughout the rest of the taxable year.
    The Treasury Department and the IRS understand that some 
consolidated groups are taking the position that section 951(a)(2)(B) 
reduces M2's pro rata share of CFC2's subpart F income or tested 
income. This position is based in part on the assertion that, for 
purposes of the section 951(a)(2)(B) fraction, M2 is not treated as 
owning stock of CFC2 on days on which the stock is owned by M1 (or 
another member of the group).
    This position does not clearly reflect a consolidated group's U.S. 
tax liability. The group's aggregate pro rata shares of subpart F 
income and tested income of a CFC--and thus the group's aggregate 
inclusions under sections 951(a)(1)(A) and 951A(a), respectively--
should not be affected when ownership of stock of the CFC moves within 
the group.
    In addition, this position is inconsistent with section 
951(a)(2)(B) and the purposes of that provision. The amount described 
in section 951(a)(2)(B) represents certain distributed income of a CFC 
on which a U.S. shareholder otherwise would be subject to U.S. tax 
under section 951(a)(1)(A) or 951A(a) by reason of owning stock of the 
CFC on the last relevant day. E&P that already has been subject to U.S. 
tax, such as E&P comprising a section 959(b) distribution, cannot 
represent such income. A position treating such E&P as giving rise to a 
section 951(a)(2)(B) reduction inappropriately reduces U.S. taxation of 
a CFC's subpart F income or tested income. Furthermore, the reduction 
to U.S. tax could be permanent to the extent that a deduction under 
section 245A(a) is allowed when E&P corresponding to the untaxed income 
ultimately is distributed to a U.S. shareholder.
    To address the inappropriate outcomes claimed under this position 
and to clearly reflect a consolidated group's U.S. tax liability, the 
proposed regulations treat members of a consolidated group as a single 
U.S. shareholder for certain purposes, as described in part II of this 
Explanation of Provisions section. As described in part IV of this 
Explanation of Provisions, the Treasury Department and the IRS are 
further considering the interaction of sections 951(a)(2)(B) and 
959(b).

II. Consolidated Groups Treated as a Single U.S. Shareholder for 
Purposes of Applying Section 951(a)(2)(B) With Respect to Section 
959(b) Distributions

    The proposed regulations treat members of a consolidated group as a 
single U.S. shareholder for purposes of applying section 951(a)(2)(B) 
in the context of section 959(b) distributions. See proposed Sec.  
1.1502-80(j)(1). When members are treated as a single U.S. shareholder, 
direct or indirect acquisitions of stock of a CFC by one member from 
another member do not give rise to a section 951(a)(2)(B) reduction, 
because the numerator of the section 951(a)(2)(B) fraction reflects the 
period that both members owned stock of the CFC. As a result, the 
group's aggregate inclusions under sections 951(a)(1)(A) and 951A(a) 
with respect to a CFC are not reduced under section 951(a)(2)(B) by 
reason of a section 959(b) distribution made by the CFC and changes in 
the location of ownership of stock of the CFC within the group. See 
proposed Sec.  1.1502-80(j)(2), Example 1 and Example 2. The Treasury 
Department and the IRS have determined that this outcome facilitates 
the clear reflection of the U.S. tax liability of a consolidated group.
    The proposed regulations do not apply in the context of dividends 
composed of non-PTEP. When such a dividend gives rise to a reduction 
under section 951(a)(2)(B), other rules may result in the dividend 
being (directly or indirectly) included in the gross income of a U.S. 
shareholder. See, e.g., Sec.  1.245A-5 (limiting the deduction under 
section 245A(a) and the look-through exception to subpart F income 
under section 954(c)(6)).
    In addition to the proposed regulations, other authorities or 
common law doctrines may apply to recast a transaction or otherwise 
affect the tax treatment of a transaction. See, e.g., sections 482 and 
7701(o) and Sec. Sec.  1.701-2 and 1.1502-13(h).

III. Applicability Date

    The proposed regulations are proposed to apply to taxable years for 
which the original consolidated return is due (without extensions) 
after the date of publication in the Federal Register of a Treasury 
Decision adopting these rules as final regulations. See section 
1503(a).

IV. No Inference

    No inference is intended with regard to the treatment of 
transactions involving a consolidated group before the applicability 
date of the proposed regulations, including under Sec.  1.1502-13. 
Additionally, no inference is intended with regard to the treatment of 
similar transactions not involving a consolidated group, or with regard 
to whether section 959(b) distributions are taken into account under 
section 951(a)(2)(B). The Treasury Department and the IRS are further 
considering the interaction of sections 951(a)(2)(B) and 959(b), and 
any additional guidance issued relating to those sections, including 
guidance to prevent abuse, may be retroactive.

Special Analyses

I. Regulatory Planning and Review--Economic Analysis

    The Administrator of the Office of Information and Regulatory 
Affairs (``OIRA''), Office of Management and Budget, has determined 
that this proposed rule is not a significant regulatory action, as that 
term is defined in section 3(f) of Executive Order 12866. Therefore, 
OIRA has not reviewed this proposed rule pursuant to section 6(a)(3)(A) 
of Executive Order 12866 and the April 11, 2018, Memorandum of 
Agreement between the Treasury Department and the Office of Management 
and Budget (``OMB'').

II. Regulatory Flexibility Act

    Pursuant to the Regulatory Flexibility Act (5 U.S.C. chapter 6), it 
is hereby certified that these proposed regulations will not have a 
significant economic impact on a substantial number of small entities. 
This certification is based on the fact that these proposed regulations 
apply only to corporations that file consolidated Federal income tax 
returns, and that such corporations almost exclusively consist of 
larger businesses. Specifically, based on data available to the IRS, 
corporations that file consolidated Federal income tax returns 
represent only approximately two percent of all filers of Forms 1120 
(U.S. Corporation Income Tax Return). However, these consolidated 
Federal income tax returns account for approximately 95 percent of the 
aggregate amount of receipts provided on all Forms 1120. Therefore, 
these proposed regulations would not create additional obligations for, 
or impose an economic impact on, small entities. Accordingly, the 
Secretary certifies that the proposed regulations will not have a 
significant economic impact on a substantial number of small entities.

III. Section 7805(f)

    Pursuant to section 7805(f), this notice of proposed rulemaking has 
been

[[Page 76433]]

submitted to the Chief Counsel for Advocacy of the Small Business 
Administration for comment on its impact on small business.

IV. Unfunded Mandates Reform Act

    Section 202 of the Unfunded Mandates Reform Act of 1995 requires 
that agencies assess anticipated costs and benefits and take certain 
other actions before issuing a final rule that includes any Federal 
mandate that may result in expenditures in any one year by a state, 
local, or tribal government, in the aggregate, or by the private 
sector, of $100 million in 1995 dollars, updated annually for 
inflation. In 2022, that threshold is approximately $165 million. These 
proposed regulations do not include any Federal mandate that may result 
in expenditures by state, local, or tribal governments, or by the 
private sector in excess of that threshold.

V. Executive Order 13132: Federalism

    Executive Order 13132 (entitled ``Federalism'') prohibits an agency 
from publishing any rule that has federalism implications if the rule 
either imposes substantial, direct compliance costs on state and local 
governments, and is not required by statute, or preempts state law, 
unless the agency meets the consultation and funding requirements of 
section 6 of the Executive Order. These proposed regulations do not 
have federalism implications and do not impose substantial direct 
compliance costs on State and local governments or preempt State law 
within the meaning of the Executive Order.

Comments and Requests for a Public Hearing

    Before the proposed regulations are adopted as final regulations, 
consideration will be given to comments that are submitted timely to 
the IRS as prescribed in the preamble under the ADDRESSES section. The 
Treasury Department and the IRS request comments on all aspects of the 
proposed regulations. In addition, the Treasury Department and the IRS 
continue to study different applications of section 951(a)(2)(B) when 
CFC interests have been transferred in intercompany transactions and 
request comments on the interaction of section 951(a)(2)(B) and Sec.  
1.1502-13. Any comments submitted will be made available at 
www.regulations.gov or upon request.
    A public hearing will be scheduled if requested in writing by any 
person who timely submits electronic or written comments. Requests for 
a public hearing are encouraged to be made electronically. If a public 
hearing is scheduled, notice of the date and time for the public 
hearing will be published in the Federal Register. Announcement 2020-4, 
2020-17 IRB 1, provides that until further notice, public hearings 
conducted by the IRS will be held telephonically. Any telephonic 
hearing will be made accessible to people with disabilities.

Statement of Availability of IRS Documents

    Any IRS Revenue Procedures, Revenue Rulings, Notices, or other 
guidance cited in this document are published in the Internal Revenue 
Bulletin (or Cumulative Bulletin) and are available from the 
Superintendent of Documents, U.S. Government Publishing Office, 
Washington, DC 20402, or by visiting the IRS website at www.irs.gov.

Drafting Information

    The principal authors of these regulations are Joshua P. 
Roffenbender, Office of Associate Chief Counsel (International), and 
Jeremy Aron-Dine and Gregory J. Galvin, Office of Associate Chief 
Counsel (Corporate). However, other personnel from the IRS and the 
Treasury Department participated in their development.

List of Subjects in 26 CFR Part 1

    Income Taxes, Reporting and recordkeeping requirements.

Proposed Amendments to the Regulations

    Accordingly, the Treasury Department and the IRS propose to amend 
26 CFR part 1 as follows:

PART 1--INCOME TAXES

0
Paragraph 1. The authority citation for part 1 continues to read in 
part as follows:

    Authority:  26 U.S.C. 7805 * * *

0
Par. 2. In Sec.  1.1502-80, paragraphs (i) and (j) are added to read as 
follows:


Sec.  1.1502-80   Applicability of other provisions of law.

* * * * *
    (i) [Reserved]
    (j) Special rules for application of section 951(a)(2)(B) to 
distributions to which section 959(b) applies--(1) Single United States 
shareholder treatment. In determining the amount described in section 
951(a)(2)(B) that is attributable to distributions to which section 
959(b) applies, members of a group are treated as a single United 
States shareholder (within the meaning of section 951(b) (or section 
953(c)(1)(A), if applicable)) for purposes of determining the part of 
the year during which such shareholder did not own (within the meaning 
of section 958(a)) the stock described in section 951(a)(2)(A). The 
purpose of this paragraph (j) is to facilitate the clear reflection of 
income of a consolidated group by ensuring that the location of 
ownership of stock of a foreign corporation within the group does not 
affect the amount of the group's income by reason of sections 
951(a)(1)(A) and 951A(a).
    (2) Examples. The following examples illustrate the application of 
paragraph (j)(1) of this section. For purposes of the examples in this 
paragraph (j)(2): M1 and M2 are members of a consolidated group of 
which P is the common parent (P group); each of CFC1, CFC2, and CFC3 is 
a controlled foreign corporation (within the meaning of section 957(a)) 
with the U.S. dollar as its functional currency (within the meaning of 
section 985); the taxable year of all entities is the calendar year for 
Federal income tax purposes; and a reference to stock owned means stock 
owned within the meaning of section 958(a). These examples do not 
address common law doctrines or other authorities that might apply to 
recast a transaction or to otherwise affect the tax treatment of a 
transaction.
    (i) Example 1. Intercompany transfer of stock of a controlled 
foreign corporation--(A) Facts. Throughout Year 1, M1 directly owns all 
the stock of CFC1, which directly owns all the stock of CFC2. In Year 
1, CFC2 has $100x of subpart F income (as defined in section 952). M1's 
pro rata share of CFC2's subpart F income for Year 1 is $100x, which M1 
includes in its gross income under section 951(a)(1)(A). In Year 2, 
CFC2 has $80x of subpart F income and distributes $80x to CFC1 (the 
CFC2 Distribution). Section 959(b) applies to the entire CFC2 
Distribution. On December 29, Year 2, M1 transfers all of its CFC1 
stock to M2 in an exchange described in section 351(a). As a result, on 
December 31, Year 2 (the last day of Year 2 on which CFC2 is a 
controlled foreign corporation), M2 owns 100% of the stock of CFC1, 
which owns 100% of the stock of CFC2.
    (B) Analysis. Under paragraph (j)(1) of this section, in 
determining the amount described in section 951(a)(2)(B) that is 
attributable to the CFC2 Distribution, all members of the P group are 
treated as a single United States shareholder for purposes of 
determining the part of Year 2 during which such shareholder did not 
own the stock of CFC2. Thus, the ratio of the number of days in Year 2 
that such United States shareholder did not own the stock of CFC2 to 
the total number of days in Year 2 is 0/365. The

[[Page 76434]]

amount described in section 951(a)(2)(B) is $0, M2's pro rata share of 
CFC2's subpart F income for Year 2 is $80x ($80x--$0), and M2 must 
include $80x in its gross income under section 951(a)(1)(A).
    (ii) Example 2. Transfer of stock of a controlled foreign 
corporation between controlled foreign corporations--(A) Facts. The 
facts are the same as the facts of Example 1, except that M1 does not 
transfer its CFC1 stock to M2. Additionally, throughout Year 1 and from 
January 1, Year 2, to December 29, Year 2, M2 directly owns all 90 
shares of the only class of stock of CFC3. Further, on December 29, 
Year 2, CFC3 acquires all the CFC2 stock from CFC1 in exchange for 10 
newly issued shares of the same class of CFC3 stock in a transaction 
described in section 368(a)(1)(B). As a result, on December 31, Year 2, 
M1 owns 10% of the stock of CFC2, and M2 owns 90% of the stock of CFC2.
    (B) Analysis. Under paragraph (j)(1) of this section, in 
determining the amount described in section 951(a)(2)(B) that is 
attributable to the portion of the CFC2 Distribution with respect to 
each of the CFC2 stock that M1 owns on December 31, Year 2, and the 
CFC2 stock that M2 owns on that day, all members of the P group are 
treated as a single United States shareholder for purposes of 
determining the part of Year 2 during which such shareholder did not 
own such stock. In each case, the ratio of the number of days in Year 2 
that such United States shareholder did not own such stock to the total 
number of days in Year 2 is 0/365, and the amount described in section 
951(a)(2)(B) is $0. M1's and M2's pro rata shares of CFC2's subpart F 
income for Year 2 are $8x ($8x - $0) and $72x ($72x - $0), 
respectively, and M1 and M2 must include $8x and $72x in gross income 
under section 951(a)(1)(A), respectively.
    (3) Applicability date. This paragraph (j) applies to taxable years 
for which the original consolidated Federal income tax return is due 
(without extensions) after the date a Treasury decision adopting these 
rules as final regulations is published in the Federal Register.

Melanie R. Krause,
Acting Deputy Commissioner for Services and Enforcement.
[FR Doc. 2022-27055 Filed 12-9-22; 11:15 am]
BILLING CODE 4830-01-P