WHEN THE ASSETS OF T, A WHOLLY OWNED SUBSIDIARY, ARE TO BE SOLD BY P, THE PARENT, AND P AND T AHAVE NOT PREVIOUSLY FILED CONSOLIDATED RETURNS, LIQUIDATION OF T INTO P PRIOR TO THE SALE ELIMNATES WHICH OF THE FOLLOWING

THE DEFERRED TAX TO P SAHRESHOLDERS

THE DEFERRE TAX TO T

THE P TAX ON SALE OF THE ASSETS

THE P AND T TAX FROM LIQUIDATION