1. CCH Federal Taxation Comprehensive Topics Chapter 17 Corporate Reorganizations ©2006, CCH, a Wolters Kluwer business 4025 W. Peterson Ave. Chicago, IL 60646-6085 800 248 3248 www.CCHGroup.com

2. CCH Federal Taxation Comprehensive Topics2 of 9 Chapter 17 Exhibits 1. Type A Reorganization 2. Type B Reorganization 3. Type C Reorganization 4. Type D Reorganization 5. Type E Reorganization 6. Type F Reorganization 7. Type G Reorganization Chapter 17, Exhibit Contents

3. CCH Federal Taxation Comprehensive Topics3 of 9 Corp. ACorp. B Corp. A Parent Corp. B Subsidiary Corp. ACorp. B Corp. C Corp. B Parent Corp. A or Corp. C Subsidiary New Corp. C Corp. B Corp. A controlled by Corp. B merges into merges into (“downstairs merger”) consolidates with acquires, for part of B’s stock, substantially all assets of, AND, as part of transaction, merges with to form Type A Reorganization Source: CCH Federal Tax Guide Reports (Vol. 1A 2000) ¶12,324. and OR Continuing Corporation Parties Chapter 17, Exhibit 1

4. CCH Federal Taxation Comprehensive Topics4 of 9 Corp. ACorp. B Corp. C in control of A Corp. A in control of B Corp. A Parent Corp. A controlled by Corp. C transfers its voting stock for controlling (80%) stock in acquires, for C’s voting stock, controlling (80%) stock in Source: CCH Federal Tax Guide Reports (Vol. 1A 2000) ¶12,324. and Type B Reorganization Corp. B Subsidiary and OR Parties Continuing Corporation Chapter 17, Exhibit 2

5. CCH Federal Taxation Comprehensive Topics5 of 9 Corp. ACorp. B Corp. C in control of A Corp. A owning B’s assets Corp. A controlled by Corp. C acquires, for A’s voting stock, substantially all the assets of acquires, for C’s voting stock, substantially all the assets of and Corp. B owning A’s voting stock that it distributes and OR Parties Continuing Corporation Type C Reorganization Corp. B owning C’s voting stock that it distributes and Source: CCH Federal Tax Guide Reports (Vol. 1A 2000) ¶12,324. Chapter 17, Exhibit 3

6. CCH Federal Taxation Comprehensive Topics6 of 9 Corp. ACorp. B Corp. A with or without assets Corp. B controlled by A shareholders Corp. A controls B Corp. A transfers substantially all its assets to transfers any part of its assets to and then controls and Corp. A with no assets and OR Parties Corp. A engaged in active business and Source: CCH Federal Tax Guide Reports (Vol. 1A 2000) ¶12,324. Type D Reorganization Continuing Corporation Corp. A Corp. B controlled by A’s stockholders Corp. B engaged in active business AND then distributes all the stock to A shareholders distributes all B stock to A shareholders Chapter 17, Exhibit 4

7. CCH Federal Taxation Comprehensive Topics7 of 9 Corp. A with common stock and bonds Corp. A with common and preferred pays off bonds with its new preferred stock calls in some or all preferred in exchange for common Corp. A with common only or common and preferred OR Parties Type E Reorganization Continuing Corporation Corp. A with common Corp. A with common and preferred (dividends in arrears) issues preferred for some of the common issues new preferred for old and extra preferred or common for dividends Source: CCH Federal Tax Guide Reports (Vol. 1A 2000) ¶12,324. OR Chapter 17, Exhibit 5

8. CCH Federal Taxation Comprehensive Topics8 of 9 Corp. A (Ohio) Corp. A Corp. A (Del.) Corp. A reincorporates under Delaware laws substitutes shares when it changes its name to Corp. B OR Parties Corp. A (charter expired) A Ass’n (taxed as corporation) incorporates reincorporates OR Type F Reorganization Source: CCH Federal Tax Guide Reports (Vol. 1A 2000) ¶12,324. Foreign corp. converts Domestic Corp. A Corp. A (Del.) Corp. B Domestic Parties Continuing Corporation OR Chapter 17, Exhibit 6

9. CCH Federal Taxation Comprehensive Topics9 of 9 Corp. A Corp. B Corp. A with or without assets Corp. B (no need for A’s creditors to control B) Corp. B Corp. A in bankruptcy proceedings transfers substantially all its assets to then distributes the B stock received to A’s creditors in accord with a court-approved plan and Corp. A with no assets and OR Parties Corp. A engaged in active business and Continuing Corporation Corp. A Corp. B (no need for A’s creditors to control B) Corp. B engaged in active business AND in bankruptcy proceedings distributes all B stock to A shareholders Type G Reorganization Source: CCH Federal Tax Guide Reports (Vol. 1A 2000) ¶12,324. transfers any part of its assets to and then controls Chapter 17, Exhibit 7