Consent To Extend the Time To Assess Tax Under                                      OMB No. 1545-1395
Form  8838                              Section 367—Gain Recognition Agreement 
Department of the Treasury                                 
(Rev. December 2012)                                       ▶ Attach to your income tax return.                        Attachment   
Internal Revenue Service              ▶ Information about Form 8838 and its instructions is at www.irs.gov/form8838.  Sequence No. 145 
Name(s) of consenting taxpayer(s)                                                              Identifying number (see instructions)

                                                                                               Social security number of spouse (only if a joint  income tax 
                                                                                               return was filed) 

Number, street, and room or suite no. (If a P.O. box, see instructions.)

City or town, state, and ZIP code

The taxpayer(s) listed above and the Commissioner of Internal Revenue, pursuant to the regulations under section 367, agree to the 
following: 
1     The amount of any federal income tax due relating to the transfer described in item 5, below, on any income tax return made 
      by or for the above taxpayer(s) for the tax year ended                    ,                   ,                 , may be 
                                                                          month                day                year
      assessed at any time on or before                                 ,       ,                   , (expiration date—see instructions). 
                                                          month           day                  year
2     This consent establishes an extended period for assessing tax. The expiration of the extended period may be suspended or 
      otherwise affected by the operation of law in the same manner as the original period. For example, if a notice of deficiency in
      tax covered by this consent is issued, the period for assessing tax will not end prior to the end of the suspension period 
      provided for by section 6503(a), plus any time that remains in the assessment period, as extended, at the time the suspension 
      takes effect. Under no circumstances will this consent reduce the period of time otherwise provided by law for making an 
      assessment. 
3     The consenting taxpayer(s) may file a claim for credit or refund for the tax assessed by reason of this consent within 6 months
      after the period ends for assessing tax established by this consent. 
4     The amount of any deficiency assessment covered by this consent will be limited to the amount of any federal income tax due 
      relating to the recognition of gain on the transfer described in item 5, including any penalties, additions to tax, and interest 
      attributable thereto and consequential changes to other items based on that adjustment. 
5     Complete the following information (see instructions): 
a     Date of transfer 
b     Description of the property transferred

c     Name of transferee and identifying number, if any 

Under penalties of perjury, I declare that I have examined this consent, including accompanying statements and schedules, and to the best of my knowledge and belief, it is 
true, correct, and complete. A signed consent, properly completed in accordance with this form and its instructions, is deemed to have been executed by the  
Commissioner of Internal Revenue. 
▲                                                                                              ▲

      Signature of consenting taxpayer (see instructions)                                       Date
▲                                                                                              ▲

      Signature of spouse (complete only if a joint return is filed)                            Date
▲                                                                                              ▲

      Taxpayer’s representative sign here                                                       Date
▲                                                                                              ▲

      Corporate officer(s) sign here                                                            Date

For Paperwork Reduction Act Notice, see the instructions.                       Cat. No. 20471F                       Form  8838 (Rev. 12-2012) 

Form 8838 (Rev. 12-2012)                                                                                                                          Page 2 
                                                                            Liquidations under section 367(e)(2). Domestic liquidating  
General Instructions                                                        corporations and foreign distributee corporations must agree to  extend 
Section references are to the Internal Revenue Code unless  otherwise       the statute for liquidations described in section 367(e)(2) for at least 3 
noted.                                                                      years after the date on which all items of property  distributed to the 
                                                                            foreign distributee are no longer used in a trade or business within the 
Future Developments                                                         United States. However, the period of extension may not exceed 13 
For the latest information about developments related to Form 8838 and      years from the filing of the original U.S. income tax return for the tax 
its instructions, such as legislation enacted after they were published,    year of the last distribution of any item of property included in the 
go to www.irs.gov/form8838.                                                 liquidation.  
                                                                            Line 5 
Purpose of Form 
                                                                            If Form 8838 is filed by a successor U.S. transferor because of a  
Form 8838 must be used for gain recognition agreements under                transaction described in Regulations section 1.367(a)-8(k), the 
sections 367(a) and 367(e)(2).                                              information required in lines a, b, and c refers to the initial transfer. 
  For more information about transfers of stock and securities to a         Signature 
foreign corporation described in section 367(a), see Regulations 
sections 1.367(a)-3 and 1.367(a)-8. For information about a liquidation of  Joint returns. If this consent is made for any year for which a joint 
a domestic subsidiary into a foreign parent under section 332, see          income tax return is filed, both husband and wife must sign Form 8838 
Regulations section 1.367(e)-2.                                             unless one, acting under a power of attorney, signs as an agent for the 
Consent to extend the time to assess tax. Although you are not              other. 
required to extend the period of limitations under the terms and            Corporation. If the taxpayer is a corporation, a responsible officer of the 
conditions provided in this form, failure to do so in a timely manner will  corporation must sign the return and show his or her title. Affiliated 
invalidate the gain recognition agreement and the transfer of property      groups filing a consolidated income tax return should see Regulations 
will be treated as a taxable exchange as required by Regulations            section 1.1502-77 for rules about a common parent signing as an agent 
sections 1.367(a)-8(c) and 1.367(a)-8(j).                                   for subsidiaries and alternative agents for affiliated groups. Also see 
                                                                            Regulations section 1.367(a)-(8)(d)(3). 
Who Must File                                                               Attorney or Agent.If you are an attorney or agent of the  taxpayer(s), 
A United States transferor must file Form 8838 (or a similar  statement) if you may sign this consent if that action is specifically authorized by a 
it enters into a gain recognition agreement pursuant to section 367(a)      power of attorney. Form 2848, Power of Attorney and Declaration of 
with respect to the transferred property.                                   Representative, provides the  authority on line 5, Acts authorized. Attach 
  For purposes of section 367(a), the term “United States transferor”       a copy of Form 2848 with Form 8838. 
includes:                                                                   Fiduciaries. If you are acting as a trustee and you sign this  consent, 
• A citizen or resident of the United States.                               you must attach a copy of Form 56, Notice Concerning  Fiduciary 
                                                                            Relationship, and the trust instrument. If you are acting as an executor, 
• A domestic corporation.                                                   administrator, or other fiduciary of an estate, you must attach a copy of 
• A U.S. citizen, resident, or domestic corporation that is directly or     Form 56, and the certified copy of letters of testamentary or court 
indirectly a partner in a domestic or foreign partnership that  transfers   certificate certifying as to the present status of the estate, including the 
property to a foreign corporation. See Temporary  Regulations section       name of the present fiduciary and capacity. 
1.367(a)-1T(c)(3).                                                          Bankruptcy case under Title 11, United States Code. The trustee 
• Any estate or trust (other than a foreign estate or trust under  section  must sign the consent in a case under Title 11 if the trustee has 
7701(a)(31)).                                                               possession of, or holds title to, all or substantially all of the property or 
  In the case of an exchange described in section 361(a) or 361(b) that     business of a corporation. 
is subject to section 367(a)(5), see Regulations sections 1.367(a)-8(f) and 
1.367(a)-3(e).                                                              Paperwork Reduction Act Notice 
  The domestic corporation and distributee foreign corporation  must        We ask for the information on this form to carry out the Internal  
file Form 8838 (or a similar statement) if a gain recognition  agreement    Revenue laws of the United States. You are required to give us the 
under section 367(e)(2) is entered into.                                    information. We need it to ensure that you are complying with these 
                                                                            laws and to allow us to figure and collect the right amount of tax. 
How To File                                                                 You are not required to provide the information requested on a  form 
Attach Form 8838 to the U.S. transferor’s income tax return for the tax     that is subject to the Paperwork Reduction Act unless the  form displays 
year the transfer is made.                                                  a valid OMB control number. Books or records  relating to a form or its 
                                                                            instructions must be retained as long as  their content may become 
                                                                            material in the administration of any  Internal Revenue law. Generally, 
Specific Instructions                                                       tax returns and return information are confidential, as required by Code 
Identifying Number                                                          section 6103. 
                                                                            The time needed to complete and file this form will vary  depending 
The identifying number of an individual is the social security  number.     on individual circumstances. The estimated burden for individual 
For all other taxpayers, it is the employer identification  number.         taxpayers filing this form is approved under OMB control number 
Address                                                                     1545-0074 and is included in the estimates shown in the instructions for 
                                                                            their individual income tax return. The estimated burden for all other 
Include the suite, room, or other unit number after the street  address. If taxpayers who file this form is shown below. 
the Post Office does not deliver mail to the street  address and the 
transferor has a P.O. box, show the box number instead.                     Recordkeeping     .  .    . .  .    .   .   . .    . .   .   4 hr., 18 min. 
                                                                            Learning about the law or the form      .   . .    . .   .   1 hr., 53 min. 
Line 1 
                                                                            Preparing the form   .    . .  .    .   .   . .    . .   .     2 hr., 2 min. 
The correct expiration date to be entered on line 1 depends on the type     Copying, assembling, and sending 
of transaction.                                                             the form to the IRS  .    . .  .    .   .   . .    . .   .   .  .    0 min. 
Transfers under section 367(a). A U.S. transferor must agree to             If you have comments concerning the accuracy of these time  
extend the statute on transfers described in section 367(a) for at  least 8 estimates or suggestions for making this form simpler, we would be 
tax years following the tax year of the transfer.                           happy to hear from you. See the instructions for the tax return with 
                                                                            which this form is filed.