FOco is a wholly owned manufacturing sibsidiary of USAco, a domestic corporation. USAco has been FORco's sole shareholder since FORco was organized. At the end of the current year, USAco sells all of FORco's stock to an unrelated foreign buyer for $15 million, At that time, FORco had $3 million of undistributed earnings and profits and $1 million of foreign income taxes. USAco's stock was $10 million prior to the sale. Assuming the US corporate tax rate is 21%, what are the US tax consequences to USAco?