Mel T. Nelson - Page 20

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          effect of COD income excluded under section 108 upon the earnings           
          and profits of a subsidiary corporation for purposes of sec.                
          1.1502-32, Income Tax Regs. for the 1987 taxable year.  We held             
          in that case that COD income had to be included in the corporate            
          taxpayer's subsidiary's earnings and profits for purposes of the            
          investment basis adjustment rules of section 1.1502-32, Income              
          Tax Regs.  Accordingly, CSI Hydrostatic Testers, Inc. v.                    
          Commissioner, supra, was decided within the context of the                  
          consolidated return regulations as applicable to the subchapter C           
          corporations.  We observed:                                                 
               We find nothing in sections 1.1502-32 and 1.1502-19,                   
               Income Tax Regs., which prevents the application of                    
               section 312(l) when calculating a subsidiary's earnings                
               and profits for the purpose of either the investment                   
               basis adjustment rules or the requirement that the                     
               balance of an excess loss account be included in a                     
               parent corporation's income when its subsidiary becomes                
               insolvent.  Consequently, COD income is included in a                  
               subsidiary's earnings and profits for purposes of                      
               computing the parent corporation's balance in its                      
               excess loss account in the stock of its subsidiary                     
               under section 1.1502-19, Income Tax Regs. [Id. at 411.]                

          In other words, we concluded that a specific provision in the               
          Internal Revenue Code (section 312(l)) served to increase the               
          earnings and profits of the subsidiary and resulted in a                    
          reduction or decrease in the parent corporation's income tax                
          liability.  Here, there is no express support for the proposition           
          that the COD income must pass through to the shareholders of an S           
          corporation.  In that regard, section 108(d)(7)(A) is the                   





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