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1 CUNA Mutual Group Proprietary Reproduction, Adaptation or Distribution Prohibited © CUNA Mutual Group Trinidad & Tobago Holding Company Transaction Summary.

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Presentation on theme: "1 CUNA Mutual Group Proprietary Reproduction, Adaptation or Distribution Prohibited © CUNA Mutual Group Trinidad & Tobago Holding Company Transaction Summary."— Presentation transcript:

1 1 CUNA Mutual Group Proprietary Reproduction, Adaptation or Distribution Prohibited © CUNA Mutual Group Trinidad & Tobago Holding Company Transaction Summary March 5, 2010

2 2 Transaction – Share Exchange CUNA Mutual Insurance Society Iowa Ins Co CUNA Caribbean Insurance Society, Ltd Trinidad Ins Co CUNA Caribbean Insurance Services, Ltd Trinidad Limited Co CUNA Mutual Insurance Society Iowa Ins Co NewHoldco Trinidad Limited Co 1.Currently, CMIS owns 100% of CCI Society and CCI Services. 2.On _____, CMIS will capitalize new T&T company (NewHoldco)for $XXX in exchange for XX shares CUNA Mutual Insurance Society Iowa Ins Co NewHoldco Trinidad Limited Co 3.On ______, CMIS will (contribute/sell/transfer) all its ownership in CCI Society to NewHoldco for $XXX (money, shares, etc.) CUNA Caribbean Insurance Society, Ltd Trinidad Ins Co CUNA Caribbean Insurance Services, Ltd Trinidad Ins Co XX SharesCash Common Shares in NewHoldco 100% stock of CCI Society Fair Market Value of CCIS = $X MM Tax Basis of CCIS = $X MM CMIS CCI Society CCI Services NewHoldco No Cash Or Other Assets Expected to Be Distributed From Trinidad Companies in Foreseeable Future

3 3 Analysis – Share Exchange

4 4 Transfer – Trinidad Tax Treatment General Rule: Transfer Subject To Stamp Duty At 0.5% Of Share Value Nominal Share Capital Of Transferee (NewHoldco) Is Increased Transferee (NewHoldco) Acquires At Least 90% of Existing Company (CCI Society) Consideration Given To CMIS Consists Of Not Less Than 90% Of Shares In NewHoldco For Shares In CCI Society Applicable Exception: It Appears That Shares Must Be Issued And Exchanged

5 5 Transfer – US Tax Treatment Tax Free B (Stock-for-Stock) Reorganization As Long As Initial Capitalization Is Nominal And Amount Required By Law No Other Cash Or Consideration Received Gain (If Any) Could Be Triggered At Later Date GRA (Gain Recognition Agreement) Needed

6 6 Dividends – Trinidad Tax Treatment Same Country Dividends Will Be Exempt From Tax As Long As Not Preference Dividends Dividends Paid To US Corporation Which Owns At Least 10% Of Voting Stock Of Paying Company Subject To 5% Withholding Tax

7 7 Dividends – US Tax Treatment Same Country Dividends Will Not Give Rise To US Tax As Long As Same Country Exception Rules Remain In Effect Dividends Paid To US Taxed At 35% With An Opportunity For Partial Offset For Related Trinidad Taxes Paid On Earnings Portion Of Earnings Will Be Taxed In US On An Accrual Basis Even Though Not Distributed In Cash To US.

8 8 Disposition – Trinidad Tax Treatment Capital Gains Rate Is 25% Whether Tax Planning Can Be Done Has Not Been Determined

9 9 Disposition – US Tax Treatment If Sold At A Tax Gain If Sold At a Tax Loss 35% Possible Offset For Trinidad Taxes Paid Ordinary Income If Undistributed Tax Earnings; Capital Gain Thereafter Capital Loss Tax Benefit Depends On Existence Of Capital Gain Offsets; Otherwise, No US Tax Benefit

10 10 Analysis – Share Sale

11 11 Transaction – Share Sale CUNA Mutual Insurance Society Iowa Ins Co CUNA Caribbean Insurance Society, Ltd Trinidad Ins Co CUNA Caribbean Insurance Services, Ltd Trinidad Limited Co CUNA Mutual Insurance Society Iowa Ins Co NewHoldco Trinidad Limited Co 1.Currently, CMIS owns 100% of CCI Society and CCI Services. 2.On _____, CMIS will capitalize new T&T company (NewHoldco)for $XXX in exchange for XX shares CUNA Mutual Insurance Society Iowa Ins Co NewHoldco Trinidad Limited Co 3.On ______, CMIS will (contribute/sell/transfer) all its ownership in CCI Society to NewHoldco for $XXX (money, shares, etc.) CUNA Caribbean Insurance Society, Ltd Trinidad Ins Co CUNA Caribbean Insurance Services, Ltd Trinidad Ins Co XX SharesCash 100% stock of CCI Society Fair Market Value of CCIS = $X MM Tax Basis of CCIS = $X MM CMIS CCI Society CCI Services NewHoldco NewHoldco Pays $X M for 100% Shares of CCI Society

12 12 Sale – Trinidad Tax Treatment General Rule: Transfer Subject To Stamp Duty At 0.5% Of Share Value Nominal Share Capital Of Transferee (NewHoldco) Is Increased Transferee (NewHoldco) Acquires At Least 90% of Existing Company (CCI Society) Consideration Given To CMIS Consists Of Not Less Than 90% Of Shares In NewHoldco For Shares In CCI Society Applicable Exception: It Appears That Shares Must Be Issued And Exchanged TO BE DETERMINED

13 13 Sale – US Tax Treatment Taxable Transaction


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