2003 Ruling 2003-0181283 - Loss Utilization

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CRA.
Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ARC.

Please note that the following document, although believed to be correct at the time of issue, may not represent the current position of the CCRA.

Prenez note que ce document, bien qu'exact au moment émis, peut ne pas représenter la position actuelle de l'ADRC.

Principal Issues: In-house loss utilization

Position: Favourable Rulings provided.

Reasons: The law. Fairly standard issues.

XXXXXXXXXX 2003-018128

XXXXXXXXXX, 2003

Dear XXXXXXXXXX:

Re: XXXXXXXXXX ("Aco") and
XXXXXXXXXX ("Bco") - Advance Income Tax Ruling Request

This is in reply to your letter of XXXXXXXXXX, and your subsequent correspondence, wherein you requested an advance income tax ruling on behalf of the above-noted taxpayers. You have advised us that to the best of your knowledge and that of the taxpayers involved none of the issues involved in this ruling is:

(i) in an earlier return of the taxpayers or a related person;

(ii) being considered by a tax services office ("TSO") or taxation centre ("TC") in connection with a previously filed tax return of the taxpayers or a related person;

(iii) under objection by the taxpayers or a related person;

(v) before the courts or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; or

(iv) the subject to a ruling previously issued by the Income Tax Rulings Directorate.

The taxpayers have also represented that the proposed transactions described herein will not result in any taxpayer described herein being unable to pay its outstanding tax liabilities.

DEFINITIONS

In this letter all monetary amounts are expressed in Canadian dollars and the following terms have the meanings specified:

(a) "Act" means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended from time to time and consolidated to the date of this letter and, unless otherwise expressly stated, every reference to a part, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Act;

(b) "affiliated persons" has the meaning assigned by subsection 251.1(1);

(c) "Canadian Prime Rate" means the Canada Prime Rate as displayed on the Reuters CDMM reference page;

(d) XXXXXXXXXX;

(e) XXXXXXXXXX;

(f) "dividend rental arrangement" has the meaning assigned by subsection 248(1);

(g) "financial intermediary corporation" has the meaning assigned by subsection 191(1);

(h) "forgiven amount" has the meaning assigned by subsection 80(1) or 80.01(1);

(i) "guarantee agreement" has the meaning assigned by subsection 112(2.2);

(j) "Newco" means the corporation described in Paragraph 12;

(k) "non-capital loss" has the meaning assigned by subsection 111(8);

(l) XXXXXXXXXX;

(m) XXXXXXXXXX;

(n) "paid-up capital" has the meaning assigned by subsection 89(1);

(o) "Paragraph" means a numbered paragraph in this advance income tax ruling;

(p) "principal amount" has the meaning assigned by subsection 248(1);

(q) "Proposed Transactions" means the transactions described in Paragraph 12 to Paragraph 23;

(r) "public corporation" has the meaning assigned by subsection 89(1);

(s) "series of transactions or events" means "series of transactions or events" for purposes of the Act as modified by subsection 248(10);

(t) "specified financial institution" has the meaning assigned by subsection 248(1);

(u) "taxable Canadian corporation" has the meaning assigned by subsection 89(1);

(v) "taxable dividend" has the meaning assigned by subsection 89(1);

(w) "Wco" means XXXXXXXXXX, a corporation governed by the laws of XXXXXXXXXX;

(x) "Xco" means XXXXXXXXXX, a corporation governed by the laws of XXXXXXXXXX;

(y) "Yco" means XXXXXXXXXX, a corporation governed by the laws of XXXXXXXXXX; and

(z) "Zco" means XXXXXXXXXX incorporated under the XXXXXXXXXX.

FACTS

1. Aco is a public corporation and a taxable Canadian corporation incorporated under the XXXXXXXXXX.

2. Aco has a XXXXXXXXXX year-end, files its tax returns at the XXXXXXXXXX TC and is serviced by the XXXXXXXXXX TSO. Aco's federal tax account number is XXXXXXXXXX.

3. Aco, directly and through its various direct and indirect subsidiaries, carries on the business of XXXXXXXXXX. Aco is also a holding corporation.

4. Aco owns all of the shares of the capital stock of Wco. Wco owns all of the shares of the capital stock of Xco. Xco owns all of the shares of the capital stock of Yco. Yco owns all of the shares of the capital stock of Zco. Zco owns all of the shares of the capital stock of Bco, other than the Bco exchangeable shares ("Exchangeable Shares"). Each Exchangeable Share is exchangeable for XXXXXXXXXX Aco common shares. XXXXXXXXXX.

5. Wco acquired Xco on XXXXXXXXXX, pursuant to an agreement and plan of merger dated XXXXXXXXXX.

6. Bco is a taxable Canadian corporation and a public corporation incorporated under the XXXXXXXXXX.

7. Bco has a XXXXXXXXXX year-end and files its tax returns at the XXXXXXXXXX TC and is serviced by the XXXXXXXXXX TSO. Bco's federal tax account number is XXXXXXXXXX.

8. Bco, directly and indirectly through its subsidiaries, carries on the business of XXXXXXXXXX.

9. As at XXXXXXXXXX, Aco had non-capital losses carrying forward of approximately $XXXXXXXXXX, and XXXXXXXXXX. It is estimated that Aco's income in the next few years will not be sufficient to utilize its non-capital losses, XXXXXXXXXX currently available.

10. Bco is in a taxable position for Canadian income tax purposes. The federal taxable income reported by Bco for its XXXXXXXXXX taxation years was approximately $XXXXXXXXXX, respectively. Bco's currently estimated federal taxable income for its XXXXXXXXXX taxation year is expected to be in excess of the interest charged on the Bco Demand Loans (as described in Paragraph 14) in each of the respective years.

11. Bco's liabilities as at XXXXXXXXXX include interest-bearing promissory notes payable (collectively referred to as the "Bco Notes") to Aco in the aggregate amount of $XXXXXXXXXX. Interest is payable on the Bco Notes at the Canadian Prime Rate plus XXXXXXXXXX on the first business day of the month. The interest rate is reset on the first day of each calendar month.

PROPOSED TRANSACTIONS

12. Aco will incorporate XXXXXXXXXX ("Newco") under the XXXXXXXXXX. Newco will have a XXXXXXXXXX taxation year-end and will be a taxable Canadian corporation.

The authorized share capital of Newco will consist of an unlimited number of common shares without par value ("Newco Common Shares") and an unlimited number of two classes of redeemable and retractable preferred shares (respectively, the "Class A Shares", and "Class B Shares", and collectively, the "Newco Preferred Shares").

The Class A Shares will have rights and restrictions described as follows:

(a) the shares will be non-participating and non-voting;

(b) the shares will be entitled to an annual cumulative dividend at a rate, determined in relation to their redemption amount, equal to the rate of interest charged on the Bco Demand Loan 1 plus XXXXXXXXXX% as determined at the time of the Proposed Transactions. The aggregate redemption amount of the shares will equal the aggregate fair market value of the consideration for which the shares were issued;

(c) the shares will be redeemable at any time at the option of the holder or Newco for an amount equal to the aggregate redemption amount of such shares and any unpaid dividends, by Newco:

(i) paying cash equal to the aggregate redemption amount and any unpaid dividends;

(ii) assigning all or a portion of the Aco Demand Loan 1 receivable, as described in Paragraph 16, with a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed and paying cash equal to any unpaid dividends; or

(iii) setting off amounts owing under the Bco Demand Loan 1 having a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed in circumstances where Newco has become the holder of the Bco Demand Loan 1, as described in Paragraph 16, and paying cash equal to any unpaid dividends; and

(d) the shares will rank ahead of the Newco Common Shares and the Class B Shares on the payment of dividends and liquidation entitlement.

The Class B Shares will have rights and restrictions described as follows:

(a) the shares will be non-participating and non-voting;

(b) the shares will be entitled to an annual cumulative dividend at a rate, determined in relation to their redemption amount, equal to the rate of interest charged on the Bco Demand Loan 2 plus XXXXXXXXXX% as determined at the time of the Proposed Transactions. The aggregate redemption amount of the shares will equal the aggregate fair market value of the consideration for which the shares were issued;

(c) the shares will be redeemable at any time at the option of the holder or Newco for an amount equal to the aggregate redemption amount of such shares and any unpaid dividends, by Newco:

(i) paying cash equal to the aggregate redemption amount and any unpaid dividends;

(ii) assigning all or a portion of the Aco Demand Loan 2 receivable, as described in Paragraph 16, with a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed and paying cash equal to any unpaid dividends; or

(iii) setting off amounts owing under the Bco Demand Loan 2 having a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed in circumstances where Newco has become the holder of the Bco Demand Loan 2, as described in Paragraph 16, and paying cash equal to any unpaid dividends; and

(d) the shares will rank ahead of the Newco Common Shares and behind the Class A Shares on the payment of dividends and liquidation entitlement.

The terms of the Aco Demand Loan 1 (described in Paragraph 16) and the Bco Demand Loan 1 (described in Paragraph 14) will provide that if Bco becomes the holder of the Aco Demand Loan 1, the Aco Demand Loan 1 can, at the option of either Aco or Bco, be set-off against the Bco Demand Loan 1.

The terms of the Aco Demand Loan 2 (described in Paragraph 16) and the Bco Demand Loan 2 (described in Paragraph 14) will provide that if Bco becomes the holder of the Aco Demand Loan 2, the Aco Demand Loan 2 can, at the option of either Aco or Bco, be set-off against the Bco Demand Loan 2.

Aco will subscribe for one Newco Common Share for $XXXXXXXXXX on incorporation.

13. Aco will borrow an amount not to exceed $XXXXXXXXXX on a daylight basis from an arm's-length financial institution (the "Daylight Loan").

14. Aco will lend up to $XXXXXXXXXX of the proceeds from the Daylight Loan to Bco on a demand basis and Aco will lend up to $XXXXXXXXXX of the proceeds from the Daylight Loan to Bco on a demand basis (respectively the "Bco Demand Loan 1" and the "Bco Demand Loan 2" and collectively, the "Bco Demand Loans"). The Bco Demand Loans will be subordinated to external debt.

The Bco Demand Loan 1 will rank pari passu with the Bco Notes. The Bco Demand Loan 2 will be subordinated to the Bco Demand Loan 1 and Bco Notes such that no repayment of principal can be made on the Bco Demand Loan 2 without the prior approval of the holders of the Bco Notes and Bco Demand Loan 1. The Bco Demand Loan 1 will bear interest at a rate which will be determined based on commercial rates of interest charged on indebtedness having similar terms and risk. The interest rate will be determined at the time of the Bco Demand Loan 1. The interest will be payable annually in arrears. The terms of the Bco Demand Loan 1 will provide that repayment may be settled in cash or, if Bco becomes the holder of the Aco Demand Loan 1, the Bco Demand Loan 1 can, at the option of either Aco or Bco, be set-off against the Aco Demand Loan 1 described in Paragraph 16. Security for the Bco Demand Loan 1 will consist of the Class A Shares purchased with the borrowed money, as described in Paragraph 15.

The Bco Demand Loan 2 will bear interest at a rate which will be determined based on commercial rates of interest charged on indebtedness having similar terms and risk. The interest rate will be determined at the time of the Bco Demand Loan 2. The interest will be payable annually in arrears. The terms of the Bco Demand Loan 2 will provide that repayment may be settled in cash or, if Bco becomes the holder of the Aco Demand Loan 2, the Bco Demand Loan 2 can, at the option of either Aco or Bco, be set-off against the Aco Demand Loan 2 described in Paragraph 16. Security for the Bco Demand Loan 2 will consist of the Class B Shares purchased with the borrowed money, as described in Paragraph 15.

Based on Bco's financial projections, it has the financial capacity to pay the interest on the Bco Demand Loans from its own cash flow (calculated as its net accounting income before depreciation and taxes). The interest charged on the Bco Demand Loans is not expected to create or increase a non-capital loss in Bco that will be carried forward by Bco and applied to reduce Bco's income for a taxation year that ends after the time that Aco's non-capital losses would have otherwise expired. A letter dated XXXXXXXXXX from XXXXXXXXXX provides confirmation that Bco has the debt capacity to borrow up to $XXXXXXXXXX (which is $XXXXXXXXXX higher than its current indebtedness) with a guarantee from Aco at a commercial rate of interest. Bco's debt capacity assumes that up to $XXXXXXXXXX of Bco's debt is traditional senior debt and the balance is subordinated debt.

As a consequence of this additional borrowing, the terms of the Bco Notes will be amended to make them senior debt and the interest rate charged on the Bco Notes may be changed to reflect the current market rate of interest on debt with similar terms and security.

15. Bco will use the proceeds of the Bco Demand Loan 1 to subscribe for Class A Shares having a redemption amount and paid-up capital equal to the principal amount of the Bco Demand Loan 1. Dividends on the Class A Shares will be paid on an annual basis. The dividends will be funded by capital contributions made by Aco as described in Paragraph 19.

Bco will use the proceeds of the Bco Demand Loan 2 to subscribe for Class B Shares having a redemption amount and paid-up capital equal to the principal amount of the Bco Demand Loan 2. Dividends on the Class B Shares will be paid on an annual basis. The dividends will be funded by capital contributions made by Aco as described in Paragraph 19.

16. Newco will lend to Aco the subscription proceeds from the Class A Shares and Class B Shares (described in Paragraph 15) on an interest-free, demand basis (respectively the "Aco Demand Loan 1" and the "Aco Demand Loan 2" and collectively, the "Aco Demand Loans").

The terms of the Aco Demand Loan 1 will allow Aco to repay the Aco Demand Loan 1 by assigning the Bco Demand Loan 1 (see Paragraph 14) to Newco. The terms of the Aco Demand Loan 1 will also provide that if Bco becomes the holder of the Aco Demand Loan 1, the Aco Demand Loan 1 can, at the option of either Aco or Bco, be set-off against the Bco Demand Loan 1.

The terms of the Aco Demand Loan 2 will allow Aco to repay the Aco Demand Loan 2 by assigning the Bco Demand Loan 2 (see Paragraph 14) to Newco. The terms of the Aco Demand Loan 2 will also provide that if Bco becomes the holder of the Aco Demand Loan 2, the Aco Demand Loan 2 can, at the option of either Aco or Bco, be set-off against the Bco Demand Loan 2.

17. Aco will use the proceeds from the Aco Demand Loans to repay the Daylight Loan.

18. Bco will pay interest to Aco on the Bco Demand Loans on an annual basis.

19. Aco will agree to, and will, make capital contributions to Newco on an annual basis equal to the amount of dividends to be paid by Newco to Bco in respect of the Newco Preferred Shares for so long as such shares are outstanding. Aco will have a source of income, independent of its indirect investment in Bco, sufficient to fund the amount of the annual capital contribution to Newco in excess of the interest income it will receive on the Bco Demand Loans.

20. Newco will use the amount received as capital contributions in Paragraph 19 to pay dividends on the Newco Preferred Shares to Bco on an annual basis.

21. Once Aco has decided to unwind the transactions in respect of the Bco Demand Loan 1 described above in whole or in part:

a) Bco will pay the balance of any accrued and unpaid interest on the portion of the Bco Demand Loan 1 to be settled under Paragraph 21(e);

b) Aco will make capital contributions to Newco equal to the amount of any accrued and unpaid dividends on the Class A Shares;

c) Newco will pay the balance of any accrued and unpaid dividends on the Class A Shares to be redeemed under Paragraph 21(d);

d) Newco will redeem all or a portion of the Class A Shares held by Bco and settle the amount owing on redemption by assigning a corresponding amount of the Aco Demand Loan 1 to Bco; and

e) Bco will repay all or a portion of the Bco Demand Loan 1 equal to the amount of Class A Shares redeemed under Paragraph 21(d) by setting off the amount owing to Aco with a corresponding amount of the Aco Demand Loan 1 and such portions of the Aco Demand Loan 1 and the Bco Demand Loan 1 will be cancelled.

22. Once Aco has decided to unwind the transactions in respect of the Bco Demand Loan 2 described above in whole or in part:

a) Bco will pay the balance of any accrued and unpaid interest on the portion of the Bco Demand Loan 2 to be settled under Paragraph 22(e);

b) Aco will make capital contributions to Newco equal to the amount of any accrued and unpaid dividends on the Class B Shares;

c) Newco will pay the balance of any accrued and unpaid dividends on the Class B Shares to be redeemed under Paragraph 22(d);

d) Newco will redeem all or a portion of the Class B Shares held by Bco and settle the amount owing on redemption by assigning a corresponding amount of the Aco Demand Loan 2 to Bco; and

e) Bco will repay all or a portion of the Bco Demand Loan 2 equal to the amount of Class B Shares redeemed under Paragraph 22(d) by setting off the amount owing to Aco with a corresponding amount of the Aco Demand Loan 2 and such portions of the Aco Demand Loan 2 and the Bco Demand Loan 2 will be cancelled.

23. Once all of the Newco Preferred Shares held by Bco have been redeemed and each of the Aco Demand Loans has been assigned to Bco and set-off against a corresponding amount of the respective Bco Demand Loan (as described in Paragraph 21(d) and Paragraph 21(e) and Paragraph 22(d) and Paragraph 22(e), respectively), Newco will be wound up into Aco pursuant to the XXXXXXXXXX.

ADDITIONAL INFORMATION

24. Aco, Bco and Newco are specified financial institutions. Aco, Bco and Newco are not financial intermediary corporations. The acquisition of the Newco Preferred Shares by Bco as described in paragraph 15 above, will not occur in the ordinary course of business carried on by Bco.

25. None of the issued shares referred to herein (including the shares to be issued as described in the Proposed Transactions) are, or will be, at any time during the implementation of the Proposed Transactions subject of any undertaking that is a guarantee agreement.

26. None of the issued shares of Newco (including the shares to be issued as described in the Proposed Transactions) are or will be, at any time during the implementation of the Proposed Transactions:

(a) the subject of any undertaking; or

(b) issued for consideration;

other than as described herein.

27. None of the issued shares referred to herein (including the shares to be issued as described in the Proposed Transactions) are or will be, at any time during the implementation of the Proposed Transactions the subject to a dividend rental agreement.

28. Aco and Bco are affiliated persons.

29. Each of Aco, Bco and Newco will agree that Newco shall be a single purpose company that shall have no liabilities and shall carry on no other business other than as contemplated by the Proposed Transactions.

30. XXXXXXXXXX.

31. XXXXXXXXXX.

PURPOSE OF THE PROPOSED TRANSACTIONS

32. The overall purpose of the Proposed Transactions is to effectively consolidate profits and losses in an affiliated group by enabling Aco to earn sufficient interest income, over a period of time, so as to utilize its accumulated non-capital losses and non-capital losses that it may otherwise incur in a taxation year.

In order to undertake the Proposed Transactions in a legally effective manner, it is necessary to incorporate Newco to enable Bco to hold an interest in Newco Preferred Shares. Under XXXXXXXXX, Bco is precluded from acquiring and holding shares in Aco.

The purpose of Aco making two loans to Bco (i.e. the Bco Demand Loan 1 and the Bco Demand Loan 2) is to allow Bco's capital structure (including intercompany debt) to be consistent with a structure that would be reasonable for Bco if all its debt was arm's-length debt.

XXXXXXXXXX

The purpose of making capital contributions to Newco versus subscribing for additional Newco Common Shares, is to ensure that Newco will not be precluded from declaring dividends on the Newco Preferred Shares. In the case of the issuance of additional Newco Common Shares, the realizable value of Newco's assets (the Aco Demand Loans) after the payment of a dividend would be less than the aggregate of its liabilities and the capital of both the Newco Common Shares and the Newco Preferred Shares.

RULINGS

Provided that the preceding statements constitute a complete and accurate disclosure of all of the relevant facts, proposed transactions and the purpose of the Proposed Transactions, and provided that the Proposed Transactions are completed in the manner described above, our rulings are as set forth below.

A. The dividends received by Bco, described in Paragraph 20, Paragraph 21(c) and Paragraph 22(c), will be taxable dividends that will be deductible pursuant to subsection 112(1) in computing the taxable income of Bco for the year in which such dividends are received, and, for greater certainty, such deduction will not be precluded by any of subsections 112(2.1), 112(2.2), 112(2.3) and 112(2.4).

B. Bco will not be subject to tax under Part IV.1 under section 187.2 in respect of the dividends received from Newco, described in Paragraph 20, Paragraph 21(c) and Paragraph 22(c) above, by virtue of paragraph (b) of the definition of "excepted dividend" in section 187.1.

C. Newco will not be subject to tax under Part VI.1 under section 191.1 in respect of the dividends paid to Bco, described in Paragraph 20, Paragraph 21(c) and Paragraph 22(c) above, by virtue of paragraph (a) of the definition of "excluded dividend" in subsection 191(1).

D. Provided that Bco has a legal obligation to pay interest on the Bco Demand Loan 1, described in Paragraph 14 above, and Bco continues to hold the Class A Shares, described in Paragraph 12 above, Bco will be entitled, pursuant to paragraph 20(1)(c), to deduct the lesser of (i) the interest paid or payable (depending on the method regularly followed by Bco in computing its income for purposes of the Act) in respect of the year on the Bco Demand Loan 1 or (ii) a reasonable amount in respect thereof.

E. Provided that Bco has a legal obligation to pay interest on the Bco Demand Loan 2, described in Paragraph 14 above, and Bco continues to hold the Class B Shares, described in Paragraph 12 above, Bco will be entitled, pursuant to paragraph 20(1)(c), to deduct the lesser of (i) the interest paid or payable (depending on the method regularly followed by Bco in computing its income for purposes of the Act) in respect of the year on the Bco Demand Loan 2 or (ii) a reasonable amount in respect thereof.

F. No amount will be included in the income of Newco pursuant to section 9, or paragraphs 12(1)(c) or 12(1)(x) in respect of the capital contributions to Newco described in Paragraph 19, Paragraph 21(b) and Paragraph 22(b) above.

G. The set-off of all or any part of the Aco Demand Loan 1 against the corresponding amount of the Bco Demand Loan 1, described in Paragraph 21(e) above, will not give rise to a forgiven amount. None of Aco, Bco or Newco will realize any gain or incur any loss as a result of the set-offs and cancellations.

H. The set-off of all or any part of the Aco Demand Loan 2 against the corresponding amount of the Bco Demand Loan 2, described in Paragraph 22(e) above, will not give rise to a forgiven amount. None of Aco, Bco or Newco will realize any gain or incur any loss as a result of the set-offs and cancellations.

I. Provided that there is no disposition or increase in interest described in any of subparagraphs 55(3)(a)(i) to (v) as part of a series of transactions or events that includes the taxable dividends described in Ruling A above, then, by virtue of paragraph 55(3)(a), the provisions of subsection 55(2) will not apply to those dividends. For greater certainty, the Proposed Transactions described herein, in and by themselves, will not be considered to result in any disposition or increase in interest described in any of subparagraphs 55(3)(a)(i) to (v).

J. The provisions of subsection 88(1) will apply to the winding-up of Newco into Aco described in Paragraph 23 above.

K. The provisions of subsections 15(1), 56(2), 69(1), 69(4), 69(11) and 246(1) will not apply to the Proposed Transactions, in and by themselves.

L. Subsection 245(2) will not apply to the Proposed Transactions, in and by themselves, to redetermine the tax consequences confirmed in the rulings given.

The above rulings are given subject to the limitations and qualifications set out in IC 70-6R5 and are binding on the CCRA provided that the proposed transactions, other than the proposed transactions described in Paragraphs 18 to 23, are completed by XXXXXXXXXX. These rulings are based on the law as it presently reads and do not take into account any proposed amendments to the Act which, if enacted into law, could have an effect on the rulings provided herein.

OTHER COMMENTS

Nothing in this letter should be construed as implying that the CCRA has confirmed, reviewed or has made any determination in respect of:

(a) the paid-up capital of any share or the adjusted cost base or fair market value of any property referred to herein;

(b) the amount of any non-capital loss or any other amount of any corporation referred to herein;

(c) the income tax consequence relating to any change to the terms of the Bco Notes or the provincial income tax implications relating to the allocation of income and expenses under the Proposed Transactions; or

(c) any other tax consequence relating to the facts, proposed transactions, other information or any transactions or events, taking place either prior to the proposed transactions or subsequent to the proposed transactions, whether described in this letter or not other than those specifically described in the rulings given above.

Yours truly,

for Director
Reorganizations and Resources Division
Income Tax Rulings Directorate
Policy and Legislation Branch