sERVICE

AMG

l

sERVICE

STAT.

118 T.C. No. 1

ILES

----

UNITED STATES TAX COURT

CHARLES C. ALLEN, III AND BARBARA N. ALLEN,

ET AL.¹, Petitioners v. COMMISSIONER OF

INTERNAL REVENUE, Respondent

Docket Nos. 1287-00, 1288-00,

1289-00, W

1291-00, 1292-00,

1293-00, 1618-00.

Filed January 4, 2002.

Ps are the shareholders of F, a subch. S

corporation.

During its 1994 and 1995 taxable years,

F incurred wages that qualified for the targeted jobs

credit (TJC) under secs. 38 and 51, I.R.C.

F claimed

TJCs of $456,264 and $259,434 for the respective years

and reported to Ps their proportionate shares of the

credits.

F reduced its deduction of wages by the

¹ Cases of the following petitioners are consolidated

herewith: John R. Allen and Estate of Sally F. Allen, docket No.

1288-00; John R. Allen, Jr., and Susan S. Allen, docket No.

1289-00; John R. and Judith M. Allen, docket No. 1290-00; Charles

C. Allen, Jr., docket No. 1291-00; Warren L. Allen, docket No.

1292-00; Warren L. Allen, Jr., docket No. 1293-00; and Amantha S.

Allen, docket No. 1618-00.

SERVED dAN- 4 2002

- 2 amount of the TJCs, pursuant to sec. 280C(a), I.R.C.,

and reported to Ps their proportionate shares of its

resulting net income (F's resulting net income).

Ps

computed their regular tax liability by including F's

resulting net income in their taxable income.

Ps were

not subject to the alternative minimum tax but had to

compute their alternative minimum taxable income (AMTI)

in order to ascertain for purposes of sec. 38(c)(1) (A),

I.R.C., the tentative minimum tax ceiling on the amount

of the TJCs that could be applied against their regular

tax liability. Ps computed their AMTI by deducting

their proportionate shares of F's full wage expense

(i.e., the wage expense unreduced by the TJC). R

determined that Ps' AMTI had to be computed using F's

resulting net income and that the tentative minimum tax

ceiling limited Ps' application of the TJC against

their regular income tax liabilities.

Held:

Because sec. 280C(a), I.R.C., requires that

a wage deduction must be reduced by the amount of the

TJC, and pt. VI, subch. A, ch. 1, subtit. A (secs. 55

through 59, I.R.C.) does not allow for an adjustment of

that reduction for purposes of the alternative minimum

tax regime, the portion of F's wages equal to the TJC

is not deductible in calculating Ps' AMTI.

Robert H. Kapp and John S. Stanton, for petitioners.

David R. Ferguson, for respondent.

OPINION

LARO, Judge:

trial.

This case was submitted to the Court without

See Rule 122.2

Petitioners petitioned the Court to

redetermine respondent's determination of the following

deficiencies in their Federal income taxes for 1994 and 1995:

2 Rule references are to the Tax Court Rules of Practice and

Procedure. Unless otherwise indicated, section references are to

the Internal Revenue Code in effect for the subject years.

- 3 Petitioners

Charles C. Allen III and Barbara N. Allen

Charles C. Allen, Jr.

John R. Allen and Estate of Sally F. Allen

John R. and Judith M. Allen

John R. Allen, Jr., and Susan S. Allen

Warren L. Allen

Warren L. Allen, Jr.

Amantha S. Allen

1994

1995

$21,321

21,324

21,395

21,394

6,388

36,197

36,197

$12,107

12,015

12,108

12,107

1,970

20,582

20,582

Following concessions in docket numbers 1291-00 and 1292-00,

we must decide whether the wage-expense-limitation of section

280C(a) enters into the calculation of alternative minimum

taxable income (AMTI).

As relevant herein, section 280C(a)

limits a taxpayer's wage expense to the amount of the expense

that exceeds the amount of a targeted jobs credit (TJC)

determined under section 51(a).

We hold that section 280C(a)

enters into the calculation of a taxpayer's AMTI.

Background

All facts were stipulated and are so found.

The stipulated

facts and the exhibits submitted therewith are incorporated

herein by this reference.

During the subject years, each

petitioner,3 with the exception of Warren L. Allen and Charles C.

Allen, Jr., filed a joint Federal income tax return with his

wife.

Charles C. Allen III was the husband of Barbara N. Allen.

John R. Allen was the husband of Sally F. Allen during 1994, and

3 We hereinafter refer to Charles C. Allen III, Charles C.

Allen, Jr., John R. Allen, John R. Allen, Jr., Warren L. Allen,

and Warren L. Allen, Jr., as the sole petitioners.

- 4 he was the husband of Judith M. Allen during 1995.

Allen, Jr., was the husband of Susan S. Allen.

Jr., was the husband of Amantha S. Allen.

John R.

Warren L. Allen,

Each petitioner and

his wife (with the exception of Sally F. Allen) resided in

Delaware when the petitions were filed.

Sally F. Allen was

deceased at that time, and the executor of her estate was (and

is) John R. Allen, Jr.

Allen Family Foods, Inc.

(Foods), is an S corporation that

was incorporated under Delaware law.

Its business is the

slaughtering, converting, and processing of chickens into

ready-to-cook whole chickens and chicken parts for sale primarily

to retailers.

It computes its income and expenses using an

accrual method of accounting and on the basis of a fiscal year

ending on the Saturday nearest April 30th.

It filed a Form

1120S, U.S. Income Tax Return for an S Corporation, for its

fiscal years ended in 1994 and 1995 (its 1994 and 1995 taxable

years, respectively).

Petitioners are descendants of Charles C. Allen, the founder

of the family poultry business, and they owned all of Foods'

outstanding stock during its 1994 and 1995 taxable years.

The

number of the shares that they each owned and the percentage of

their respective ownership interests were as follows:

- 5 Shareholder

Charles C. Allen, Jr.

Charles C. Allen III

Warren L. Allen

Warren L. Allen, Jr.

John R. Allen

John R. Allen, Jr.

Total

No. of Shares

50

50

15

85

50

50

300

Percent

16.67

16.67

5.00

28.33

16.67

16.67

100.00 (rounded)

During its 1994 and 1995 taxable years, Foods incurred wages

which qualified for the TJC.

Foods claimed TJCs of $456,264 and

042

$259,434 on its 1994 and 1995 Federal income tax returns,

respectively, and reported to each petitioner on his Schedules

K-1, Shareholder's Share of Income, Credits, Deductions, etc.,

his proportionate shares of those credits.

The Schedules K-1

reported the proportionate shares as follows:

Shareholder

1994

1995

Charles C. Allen, Jr.

Charles C. Allen, III

Warren L. Allen

Warren L. Allen, Jr.

John R. Allen

John R. Allen, Jr.

Total

$76,044

76,044

22,813

129,275

76,044

76,044

456,264

$43,239

43,239

12,972

73,506

43,239

43,239

259,434

For Federal income tax purposes, Foods reduced its deduction

of wages by the amount of the TJC as required by section 280C(a)

and reported to each petitioner on his Schedules K-1 his

proportionate share of the resulting net income (Foods' resulting

net income).

Each petitioner computed his regular income tax

liability for 1994 and 1995 by including in his taxable income

his proportionate share of Foods' resulting net income.

- 6 Petitioners were not subject to alternative minimum tax but

were required to compute their AMTI in order to ascertain for

purposes of section 38(c)(1) (A) the tentative minimum tax (TMT)

ceiling on the amount of a TJC that may be applied against

regular tax liability.

For purposes of computing his AMTI for

1994 and 1995, each petitioner claimed deductions for his

proportionate share of Foods' full wage expense (i.e., the wage

expense unreduced by the TJC).

Each petitioner calculated this

full wage expense by reference to a negative adjustment equal to

the TJC shown on his Schedules K-1.

Each petitioner reported the

same adjustment on his 1994 and 1995 Forms 6251, Alternative

Minimum Tax--Individuals, which were attached to his Federal

income tax returns for the respective years.

Each petitioner claimed on his personal income tax returns

his proportionate share of the TJC and applied the TJC without

limitation by his TMT.

The deficiencies at hand are the result

of the Commissioner's recalculating petitioners' AMTI for

purposes of ascertaining the TMT ceiling.

In those

recalculations, the Commissioner did not allow each petitioner to

deduct as wages the portion of the claimed wages that was equal

to his proportionate share of Foods' TJCs.

Respondent determined

as a result of these recalculations that each petitioner's

application of the TJCs for regular tax purposes was less than

.

- 7 claimed on his return by virtue of the TMT limitation of section

38(c)(1)(A).

Discussion

The Internal Revenue Code imposes upon taxpayers an

alternative minimum tax (AMT) in addition to all other taxes

imposed by subtitle A.

See sec. 55(a).

The AMT is imposed upon

a taxpayer's AMTI, which is an income base broader than the usual

042

base of taxable income applicable to Federal income taxes in

general.

See H. Conf. Rept. 99-841 (Vol. II), at II-249

(individual AMT), II-263 (corporate AMT)

(Vol. 4) 250, 264.

(1986), 1986-3 C.B.

Congress established AMTI as a broad base of

income in order to tax taxpayers more closely on their economic

income, intending for all taxpayers to pay their fair share of

the overall Federal income tax burden.

518-519 (1986), 1986-3 C.B.

See S. Rept. 99-313, at

(Vol. 3) 518-519; H. Rept. 99-426,

at 305-306 (1985), 1986-3 C.B.

(Vol. 2) 305-306.

Congress

required that corporations be taxed at a single AMT rate and that

individuals be taxed under a progressive AMT regime with two

rates.

The highest AMT rate applicable to a taxpayer is lower

than the taxpayer's maximum rate of taxation under the regular

tax regime, and a taxpayer must pay AMT when the taxpayer's AMT

liability is greater than the taxpayer's regular tax liability.

The instant case focuses on the tax base upon which AMTI is

calculated.

Specifically, we pass for the first time on the

- 8 question of whether the calculation of AMTI includes the

- wage-expense-limitation of section 280C(a).

it does.

Respondent asserts

Respondent focuses primarily on section 280C(a) and

argues that a literal reading of that section always precludes a

taxpayer from deducting wages to the extent of a TJC.

Respondent

acknowledges that a taxpayer cannot apply a TJC to reduce the

taxpayer's AMT liability but argues that the wage-expenselimitation still applies in the calculation of AMTI because no

provision of the Code specifically provides otherwise.

Petitioners assert that the wage-expense-limitation of section

280C(a) does not enter into the calculation of AMTI.

Petitioners

point to the fact that the TJC is not an allowable credit for

purposes of calculating AMT and conclude from this fact that

section 280C(a) does not apply in the calculation of AMTI.

Petitioners assert that the AMT regime is a tax system that

operates "parallel" to the regular tax regime and that the

application of each provision of the Code to the AMT regime must

be measured solely within the parameters of that regime.4

4 We understand the parties' use of the word "parallel" in

the context of the AMT and regular tax regimes to mean that the

regimes run independently of each other without ever meeting.

See Merriam-Webster's Collegiate Dictionary 842 (10th ed. 1999).

In other words, according to the parties, a taxpayer must first

apply the provisions of the Code to compute regular tax and then

"start from scratch" to apply those provisions to compute AMT.

In this regard, the parties state, the de novo calculation of

AMTI is made without regard to any calculation made for regular

tax purposes.

- 9 Petitioners assert that the wage-expense-limitation is not

applicable to the AMTI calculation under a plain reading of

section 280C(a) because a TJC is never determined in the AMT

regime.

Respondent acknowledges that the primary reading of the

provisions underlying the AMT regime requires that a taxpayer

calculate AMTI by adjusting taxable income in the manner set

forth in section 55(b) but invites the Court to adopt the

alternative reading advanced by petitioners under which the AMT

and regular tax regimes are considered parallel systems in that

the computation of AMT starts from scratch without regard to any

calculation made for regular tax purposes.

Respondent argues

that the fact that a TJC is determined for the regular tax regime

is enough to subject petitioners to the wage-expense-limitation

in the calculation of AMTI under the AMT regime given the absence

of any statutory provision that provides to the contrary.

We agree with respondent that the wage-expense-limitation of

section 280C(a) enters into the calculation of AMTI but do so for

reasons different than he espouses.

relevant statutory text.

Our analysis begins with the

We interpret that text with reference

to the legislative history primarily to learn the purpose of the

statute and to resolve any ambiguity in the words contained in

the text.

Landgraf v. USI Film Prods.,

511 U.S. 244 (1994);

Commissioner v. Soliman, 506 U.S. 168, 174 (1993); Consumer Prod.

Safety Commn. v. GTE Sylvania, Inc., 447 U.S. 102, 108 (1980);

- 10 .United States v. Am. Trucking Associations, Inc., 310 U.S. 534,

543-544 (1940); Venture Funding, Ltd. v. Commissioner, 110 T.C.

236, 241-242 (1998), affd. without published opinion 198 F.3d 248

(6th Cir. 1999); Trans City Life Ins. Co. v. Commissioner,

106 T.C. 274, 299 (1996).

We apply the plain meaning of the

words prescribed in the text unless we find that a word's plain

meaning 1s "inescapably ambiguous".

Venture Funding, Ltd. v.

Commissioner, supra at 241-242; see Garcia v. United States,

469 U.S. 70, 76 n.3 (1984); see also Ex parte Collett, 337 U.S.

55 (1949).

Where legislative "will has been expressed in

reasonably plain terms, that language must ordinarily be regarded

as conclusive."

Negonsott v. Samuels, 507 U.S. 99, 104 (1993).

We look first to the text on the TJC.

Section 38 allows

each petitioner to credit against his tax the amount of a general

business credit.

SEC. 38.

In relevant part, section 38 provides:

GENERAL BUSINESS CREDIT.

(a) Allowance of Credit.--There shall be allowed

as a credit against the tax imposed by this chapter for

the taxable year an amount equal to the sum of-(1) the business credit carryforwards

carried to such taxable year,

(2) the amount of the current year

business credit, plus

(3) the business credit carrybacks

carried to such taxable year.

(b) Current Year Business Credit.--For purposes of

this subpart, the amount of the current year business

- 11 credit is the sum of the following credits determined

for the taxable year:

*

*

*

*

*

*

*

(2) the targeted jobs credit determined

under section 51(a);

*

(c)

*

*

*

*

*

*

Limitation Based on Amount of Tax.--

(1) In general.--The credit allowed

under subsection (a) for any taxable year

shall not exceed the excess (if any) of the

taxpayer's net income tax over the greater

of-(A) the tentative minimum tax

for the taxable year, or

(B) 25 percent of so much of

the taxpayer's net regular tax

liability as exceeds $25,000.

For purposes of the preceding sentence, the

term "net income tax" means the sum of the

regular tax liability and the tax imposed by

section 55, reduced by the credits allowable

under subparts A and B of this part, and the

term "net regular tax liability" means the

regular tax liability reduced by the sum of

the credits allowable under subparts A and B

of this part.

*

*

*

*

*

*

*

For purposes of section 38(b)(2), the TJC generally entitles a

taxpayer such as Foods (and, by virtue of the passthrough nature

of Foods, each petitioner) to a credit equal to a percentage of

the salaries or wages (collectively, wages) which it incurs in

employing individuals described in one or more of the targeted

groups enumerated in section 51(d)(1).

If the taxpayer cannot

- 12 use the full amount of a TJC on account of the limitation set

forth in section 38(c), the taxpayer may carry the unused portion

either back or forward in accordance with section 39.

In the

case of an individual taxpayer, the taxpayer may deduct any

portion of a TJC that has not been used as of the time that:

(1) The carryforward period of section 39(a) expires or (2) the

taxpayer dies.

See sec. 196.

The right to apply a TJC, however, does not come without

limitation.

As relevant herein, section 280C(a) provides that

"No deduction shall be allowed for that portion of the wages or

salaries paid or incurred for the taxable year which is equal to

the sum of the credits determined for the taxable year under

sections 45A(a), 51(a) and 1396(a)."

Thus, under section

280C(a), a taxpayer may not deduct the portion of wages incurred

for the taxable year equal to the TJC determined for that year.

A taxpayer, however, may forgo the disallowed deduction by

electing not to determine a TJC for that year.

Sec. 51(j).

Petitioners concede that they are subject to section 280C(a)

for purposes of their regular tax liability.

They assert,

however, that section 280C(a) is inapplicable in the calculation

of AMTI.

We disagree.

We read nothing in sections 38, 51, or

280C that would lead us to conclude that section 280C(a) does not

- 13 apply in the case of AMTI.

Nor do we read any of the provisions

underlying AMT that would lead us to that result.5

The heart of AMT is section 55.

SEC. 55.

That section provides:

ALTERNATIVE MINIMUM TAX IMPOSED.

(a) General Rule.--There is hereby imposed (in

addition to any other tax imposed by this subtitle) a

tax equal to the excess (if any) of-(1) the tentative minimum tax for the

taxable year, over

(2) the regular tax for the taxable

year.

(b) Tentative minimum tax.--For purposes of this

part-(1) Amount of Tentative Tax.

(A)

Noncorporate taxpayers.

(i) In general.--In the

case of a taxpayer other than a

corporation, the tentative minimum

tax for the taxable year is the sum

of--

(I) 26 percent of so

much of the taxable excess as does

not exceed $175,000, plus

3 Although respondent concedes that no petitioner is liable

for AMT, we must address the AMT provisions in order to compute

each petitioner's TMT.

See sec. 38(c) (in the computation of a

taxpayer's regular tax liability, the application of the TJC may

be limited by the taxpayer's TMT). The calculation of a

taxpayer's TMT is generally a three-step process in which:

(1)

The taxpayer's AMTI is reduced by an exemption amount, (2) the.

reduced amount is multiplied by the AMT rate, and (3) the

resulting tax figure is reduced by the alternative minimum

foreign tax credit. Sec. 55(b)(1), (d).

- 14 (II) 28 percent of

so much of the taxable excess as

exceeds $175,000.

The amount determined under the

preceding sentence shall be reduced

by the alternative minimum tax

foreign tax credit for the taxable

year.

(ii) Taxable excess.--For

purposes of this subsection, the

term "taxable excess" means so much

of the alternative minimum taxable

income for the taxable year as

exceeds the exemption amount.

(iii) Married individual

filing separate return.--In the

case of a married individual filing

a separate return, clause (i) shall

be applied by substituting

"$87,500" for "$175,000" each place

it appears. For purposes of the

preceding sentence, marital status

shall be determined under section

7703.

(B) Corporations.--In the case

of a corporation, the tentative

minimum tax for the taxable year

is--

(i) 20 percent of so much

of the alternative minimum taxable

income for the taxable year as

exceeds the exemption amount,

reduced by

(ii) the alternative

minimum tax foreign tax credit for

the taxable year.

(2) Alternative minimum taxable

income.--The term "alternative minimum

taxable income" means the taxable income of

the taxpayer for the taxable year--

- 15 (A) determined with the

adjustments provided in section 56

and section 58, and

(B) increased by the amount of

the items of tax preference

described in section 57.

If a taxpayer is subject to the regular tax,

such taxpayer shall be subject to the tax

imposed by this section (and, if the regular

tax is determined by reference to an amount

other than taxable income, such amount shall

be treated as the taxable income of such

taxpayer for purposes of the preceding

sentence).

From this text, we understand explicitly that the base of

AMTI is "taxable income", and that this base may be affected by

the items described in sections 56, 57, and 58.

Sec. 55(b)(2).

See generally sec. 59, which, although not specifically mentioned

in section 55, provides definitions and special rules that apply

in the setting of AMT.

As to the meaning of the term "taxable

income", Congress has provided unambiguously and with sweeping

breadth that "for purposes of this subtitle, the term 'taxable

income' means gross income [see sec. 61(a) for the applicable

meaning of the term "gross income"6] minus the deductions allowed

by this chapter (other than the standard deduction)."7

Sec.

6 Whereas sec. 61(a) provides that the meaning of the term

"gross income" as set forth therein does not apply "where

otherwise provided in this subtitle", we are unaware of any

provision in the subtitle that would make the sec. 61(a)

definition inapplicable to sec. 63(a).

7 Congress provided the sole exception to this rule in sec.

(continued...)

- 16 63(a)

(emphasis added).

We conclude on the basis of our plain

reading of the unambiguous text of sections 55 and 63(a) that a

computation of AMTI requires that a taxpayer first compute its

taxable income and then alter that amount (by way of an

adjustment or an increase) to reflect the items described in the

remainder of pt. VI, subch. A, ch. 1, subtit. A (part VI).8

In

fact, notwithstanding respondent's invitation to the Court to

conclude that AMTI is calculated de novo, and without regard to

any calculation made for regular tax purposes, our conclusion is

on all fours with the manner in which respondent requires

taxpayers to report their calculations of AMTI for Federal income

tax purposes.

See, e.g., Form 4626, Alternative Minimum Tax--

'(...continued)

63(b). See sec. 63(a).

Section 63(b) provides:

(b) Individuals Who Do Not Itemize Their

Deductions.--In the case of an individual who does not

elect to itemize his deductions for the taxable year,

for purposes of this subtitle, the term "taxable

income" means adjusted gross income, minus-(1) the standard deduction, and

(2) the deduction for personal

exemptions provided in section 151.

8 Part VI includes five sections, numbered and titled as

follows:

SEC. 55.

SEC. 56.

SEC. 57.

SEC. 58.

SEC. 59.

Alternative Minimum Tax Imposed;

Adjustments in Computing Alternative Minimum

Taxable Income;

Items of Tax Preference;

Denial of Certain Losses; and

Other Definitions and Special Rules.

- 17 -

Corporations; Form 6251 (individuals).

Because section 280C is a

wage-expense-limitation that enters into the computation of

taxable income for purposes of section 63(a), and section 280C(a)

is not referenced in part VI, we conclude naturally that the

limitation is reflected in the calculation of AMTI.

Petitioners assert in their brief that the legislative

history underlying AMT "makes clear" that the AMT regime is a

042

"separate and independent tax system that operates in parallel

with the RT [regular tax] system and requires separate

calculations of a taxpayer's" taxable income for regular tax

purposes and AMTI.

Petitioners conclude that, notwithstanding

the fact that section 280C(a) is not referenced in part VI,

section 280C(a) is inapplicable in the AMT regime because the TJC

is also inapplicable there.

Respondent does not disagree with

the parallel tax regime rationale advanced by petitioners.

Respondent invites the Court to hold that the systems are

"parallel" in the sense that a taxpayer who has calculated

taxable income must start from scratch in a separate computation

of AMTI.

Both respondent and petitioners rely extensively upon

the Staff of Joint Comm. on Taxation, General Explanation of the

Tax Reform Act of 1986 (J. Comm. Print 1987)

(General Explanation

of the 1986 Act), in arguing that the legislative history under

the current AMT regime supports the treatment of that regime as a

system that is parallel to the regular tax regime.

- 18 Were we to adopt the parties' contention that the regular

tax and AMT regimes are parallel systems, we would be inclined to

agree with petitioners that the section 280C(a) wage-expenselimitation does not enter into the calculation of AMTI.

Because

a TJC is not determined in the calculation of AMT, the amount of

disallowed wages under section 280C(a) would appear to be zero

for purposes of the AMT regime.

Moreover, even if a credit were

determined for that purpose, although it could not be applied, we

know of no reason (nor has respondent suggested one) that would

prevent petitioners, given the de novo calculation of AMTI that

flows from the parallel systems, from electing under section

Sl(j) to forgo that credit in the AMT regime in order to claim as

a deduction Foods' full wage expense.

We decline to adopt the

parties' parallel system contention, however, because, as

discussed herein, the plain and unambiguous text of the statutes

(and the related legislative history) disproves that contention.

As to petitioners, they concede that a plain reading of the

relevant statutory provisions fails to distinguish between

taxable income for regular tax purposes and taxable income for

AMT purpose.

Petitioners ask the Court to draw such a

distinction pointing solely to two sentences from the General

Explanation of the 1986 Act, one sentence in the preamble to

section 1.55-1, Income Tax Regs., and the fact that the

Commissioner recognized this distinction in a technical advice

- 19 memorandum (Tech. Adv. Mem. 9722005 (Feb. 5, 1997)) issued as to

the facts of this case.

The referenced sentences of the General

Explanation of the 1986 Act provide:

Structure of minimum tax as an alternative

system.--For most purposes, the tax base for the new

alternative minimum tax is determined as though the

alternative minimum tax were a separate and independent

income tax system. Thus, for example, where a Code

provision refers to a "loss" of the taxpayer from an

activity, for purposes of the alternative minimum tax

the existence of a loss is determined with regard to

the items that are includable and deductible for

minimum tax, not regular tax, purposes.

[General

Explanation of the 1986 Act, supra at 438.]

The referenced sentence in the preamble to section 1.55-1, Income

Tax Regs., provides (with a citation to the General Explanation

of the 1986 Act, supra at 438 n.9):

"Congress generally intended

that the AMT be treated as a tax system separate from but

parallel to the regular tax system".

13.

T.D. 8569, 59, 1994-2 C.B.

The technical advice memorandum reasons that the regular tax

regime operates in parallel to the AMT regime.

Tech. Adv. Mem.

9722005 (Feb. 5, 1997).

Respondent, in turn, acknowledges that the primary reading

of the AMT provisions requires that AMTI be calculated by

modifying taxable income by the items described in part VI.

In a

manner that is openly inconsistent with respondent's plain

reading of section 280C(a), however, respondent invites the Court

not to apply the plain meaning of section 55 and to adopt the de

novo computation of AMTI advanced by petitioners.

Respondent

- 20 asserts that the Commissioner has "generally" set forth in his

.rulings the rationale that the AMT regime is "separate from but

parallel to" the regular tax regime.

Respondent observes that

the phrase "separate from but parallel to" does not appear in the

explanation section of any of the committee reports underlying

the Tax Reform Act of 1986 (1986 Act), Pub. L. 99-514, 100 Stat.

2085, but that it does appear twice in the "present law" sections

of the conference report.

The conferees used the phrase to

explain the pre-1986 treatment of the carryover of AMT net

operating losses (NOLs) and AMT foreign tax credits (FTCs).

The

conferees stated that the present law applicable to individuals

applied the AMT provisions on NOLs and FTCs in the following

manner:

Present Law

NOLs are allowed against alternative minimum

taxable income.

For years after 1982, minimum tax NOLs

are reduced by the items of tax preference. Minimum

tax NOLs are carried over under a system separate from

but parallel to that applying for regular tax purposes.

[H. Conf. Rept. 99-841 (Vol. II), at II-262 (1986),

1986-3 C.B. (Vol. 4) 250, 262.]

Present Law

Foreign tax credits are allowed against the

minimum tax, under limits similar to those applying

under the regular tax. Credits that cannot be used in

the current taxable year because of these limits are

carried over under a system separate from but parallel

to that applying for regular tax purposes.

[H. Conf.

- 21 Rept. 99-841, supra at 261, 1986-3 C.B.

261.9]

(Vol. 4) at

9 But for these citations, respondent's argument on brief

includes no citation to the legislative history underlying the

Tax Reform Act of 1986 (1986 Act), Pub. L. 99-514, 100 Stat.

2085, enactment of the current AMT regime. Our research has

revealed two other times in which the term "separate from but

parallel to" appears in that legislative history. The conferees

stated that the House bill provided the following rules on the

application of the AMT FTCs and the AMT NOLs to corporate

taxpayers:

Under the House bill, foreign tax credits are

allowed against the minimum tax, under limits similar

to those applying under the regular tax. Credits that

cannot be used in the current taxable year because of

these limits are carried over under a system separate

from but parallel to that applying for regular tax

purposes.

*

*

*

*

*

*

*

Under the House bill, the net operating loss

deduction is allowed against alternative minimum

taxable income. For any taxable year beginning after

1985, the minimum tax is reduced by the items of tax

preference arising in that year. Minimum tax NOLs are

carried over under a system separate from but parallel

to that applying for regular tax purposes.

[H. Conf.

Rept. 99-841 (Vol. II), supra at II-281, II-282 (1986),

1986-3 C.B. (Vol. 4) at 281, 282.]

In addition to these two uses of the word "parallel" and the

other two uses referenced by the parties, our research has

uncovered only one other time that the word "parallel" appears in

the legislative history underlying the 1986 Act's enactment of

the current AMT regime. The conferees stated in its discussion

of corporate AMT NOLs:

It is clarified that, in light of the parallel

nature of the regular tax and minimum tax systems, any

limitations applying for regular tax purposes to the

use by a consolidated group of NOLs or current year

losses (e.g., section 1503) apply for minimum tax

purposes as well.

[H. Conf. Rept. 99-841, supra at II(continued...)

- 22 Respondent also quotes the following language from the

General Explanation of the 1986 Act:

STRUCTURE OF MINIMUM TAX AS AN ALTERNATIVE

SYSTEM.--For most purposes, the tax base for the new

alternative minimum tax is determined as though the

alternative minimum tax were a separate and independent

income tax system. Thus, for example, where a Code

provision refers to a 'loss' of the taxpayer from an

activity, for purposes of the alternative minimum tax

the existence of a loss is determined with regard to

the items that are includable and deductible for

[alternative] minimum tax, not regular tax, purposes.

In certain instances, the operation of the

alternative minimum tax as a separate and independent

tax system is set forth expressly in the Code. With

respect to the passive loss provision, for example,

section 58 provides expressly that, in applying the

limitation for minimum tax purposes, all minimum tax

adjustments to income and expense are made and regular

tax deductions that are items of tax preference are

disregarded.

In other instances, however, where no such express

statement is made, Congress did not intend to imply

that similar adjustments were not necessary. Thus, for

example, for [alternative] minimum tax purposes it was

intended.that section 1211 (limiting capital losses) be

computed using [alternative] minimum tax basis, that

section 263A (requiring the capitalization of certain

depreciation deductions to inventory) apply with regard

to [alternative] minimum tax depreciation deductions,

and that section 265 (relating to expenses of earning

tax-exempt income) apply with regard only to items

excludable from alternative minimum taxable income.

[General Explanation of the 1986 Act, supra at 438; fn.

refs. omitted and alterations made by respondent.]

We do not believe that the "legislative history" referenced

by the parties displaces our plain and unambiguous reading of the

9(...continued)

282, 1986-3 C.B.

(Vol. 4) at 282.]

- 23 relevant statutory provisions.

To be sure, the parties, but for

citations to the conferees' understanding of the law that

preceded the 1986 Act, have not even cited the Court one iota of

persuasive legislative history in support of their contentions.

The General Explanation of the 1986 Act, the source of the

"legislative history" upon which the parties primarily rely to

support their assertions of legislative intent, is not part of

the statute's legislative history.

See Estate of Hutchinson v.

Commissioner, 765 F.2d 665, 669-670 (7th Cir. 1985), affg.

T.C. Memo. 1984-55; Condor Intl., Inc. v. Commissioner, 98 T.C.

203, 227 (1992).

See generally Mertens, Law of Federal Income

Taxation, sec. 3.20, at 31 (1994):

The purpose of the Blue Book [the Staff of Joint

Committee's general explanation of a tax statute] is to

provide, in one volume, a compilation of the

legislative history of a piece of tax legislation.

While the document.is most helpful as a handy reference

volume it also gives some guidance. Where the Blue

Book's explanation differs from that in a conference

report it may serve to alert the reader that a

technical correction is needed to reconcile the views.

[Emphasis added.]

Such is especially true as to the General Explanation of the 1986

Act, which was written by the Joint Committee of Taxation for the

100th Congress (Joint Committee), or, in other words, the

Congress that next followed the Congress that passed the 1986

Act.¹°

Although the Staff of Joint Committee's explanation of a

1° The Joint Committee consisted of 10 Congressman, 5 from

(continued...)

- 24 tax statute may be entitled to respect as a document that is

prepared in connection with the legislative process by

individuals who are intimately involved in that process, we shall

not hesitate to disregard the expressions set forth therein

where, as here, those expressions are barren of corroboration in

the legislative history.

Zinniel v. Commissioner, 89 T.C. 357,

367 (1987), affd. 883 F.2d 1350 (7th Cir. 1989); see also

Estate of Wallace v. Commissioner, 965 F.2d 1038, 1050-1051 n.15

(11th Cir. 1992), affg. 95 T.C. 525 (1990).

Even if we were to follow the lead of the parties and rely

on the General Explanation of the 1986 Act for an expression of

legislative intent as to the current AMT regime, we would still

not reach their proffered conclusion that Congress intended that

the regular tax and AMT regimes operate as parallel systems.

In

fact, the primary provision of the General Explanation of the

1986 Act that the parties quote in support of their contention

that the systems are "parallel" does not even use that word.

Moreover, that provision actually contradicts the parties'

¹°(...continued)

the Senate and 5 from the House of Representatives.

Staff of

Joint Comm. on Taxation, General Explanation of the Tax Reform

Act of 1986 (J. Comm. Print 1987) (General Explanation of the

1986 Act) II. The General Explanation of the 1986 Act was

prepared by the Staff of Joint Committee, in consultation with

the staffs of the House Ways and Means Committee and the Senate

Finance Committee. Letter from David H. Brockway, Chief of

Staff, to the Hon. Dan Rostenkowski, Chairman, and the Hon. Lloyd

Bentsen, Vice-Chairman.

Id. at XVII.

- 25 position by stating "For most purposes, the tax base * * * is

determined as though the alternative minimum tax were a separate

and independent income tax system."

General Explanation of the

1986 Act, supra at 438 (emphasis added).

To our minds, the

phrase "For most purposes" means that even the Joint Committee

recognized that the regular tax and AMT systems were not parallel

systems for all purposes.

The same is true as to the use of the

042

term "as though", rather than a term such as "by virtue of the

fact that".

As to the Joint Committee's use of the term

"separate and independent", we find no statement in the General

Explanation of the 1986 Act to the effect that the two regimes

are separate and independent for all purposes.

And even if we

did, the mere fact that two systems are "separate and

independent" does not make them "parallel".

The General Explanation of the 1986 Act uses the word

"parallel" only twice in its discussion of AMT.

First, as to the

treatment of AMT NOLs, the General Explanation of the 1986 Act

states:

In light of the parallel nature of the regular tax

and minimum tax systems, any limitations applying for

regular tax purposes to the use by a consolidated group

of NOLs or current year losses (e.g., section 1503)

apply for minimum tax purposes as well. Moreover, an

election under section 172(b)(3)(C) to relinquish the

carryback period applies for both regular tax and

minimum purposes.

[General Explanation of the 1986

Act, supra at 470.]

- 26 Second, in its discussion of "other rules", the General

Explanation of the 1986 Act states:

Under the Act, the application of the tax benefit

rule to the minimum tax is within the discretion of the

Secretary of the Treasury. Relief from either the

regular or the minimum tax, when the source of the

taxpayer's tax liability changes, between taxable

years, from one system to the other, is not appropriate

solely by reason of the fact that a taxpayer has

received no benefit under one of the systems with

respect to a particular item. Congress both intended

that the regular and minimum taxes constitute separate

and parallel tax systems, and anticipated that the

source of some taxpayers' liability would change from

year to year. Relief from the possible adverse impact

of switching from one system to the other (e.g., the

denial of deductions with respect to which there are

timing differences as between the two systems) was

intended to be provided by means of the minimum tax

credit, along with the use of adjustments that give

rise, in effect, to "negative preferences" with respect

to items. such as depreciation. Thus, application of

the tax benefit rule in this context is not necessary,

although the Treasury may, at its discretion, identify

particular circumstances where such exercise is

appropriate.

[Id. at 472.)

Given the clarity of the statute in the direct reference to

and the definition of the term "taxable income", we consider none

of the uses of the word "parallel" by Congress or the Joint

Committee to be a clear directive from Congress that it intended

that the computation of AMTI would, as the parties suggest,

"start from scratch".

Moreover, in the case of AMT NOLS, the

rules for those NOLs did and still run parallel."

Thus, the

mere fact that the prior and current systems of AMT NOLs are

" The same is true as to AMT FTCs.

- 27 parallel to their treatment for regular tax purposes does not, in

our minds, mean that the entire AMT regime runs parallel to the

regular tax regime.12

Although the legislative history to a statute is secondary

when the Court can apply the plain meaning of unambiguous

statutory text, we recognize that unequivocal evidence of a clear

legislative intent may sometimes override a plain meaning

interpretation and lead to a different result.

Consumer Prod.

Safety Commn. v. GTE Sylvania, Inc., 447 U.S. 102, 108 (1980);

see also Halpern v. Commissioner, 96 T.C. 895, 899 (1991);

Hirasuna v. Commissioner, 89 T.C. 1216, 1224

(1987); Huntsberry

v. Commissioner, 83 T.C. 742, 747-748 (1984).

Here, the

legislative history of the statutes provides scant and

unpersuasive support for a holding contrary to that which we

reach herein.

As to section 280C(a), its genesis lies in the Tax Reduction

and Simplification Act of 1977 (1977 Act), Pub. L. 95-30,

91 Stat. 126, which also is the statute that spawned the new jobs

credit of former sections 44B, 51, 52, and 53.

Given the

presence at that time of high marginal tax rates and the

¹² Nor are we persuaded by the preamble or technical advice

memorandum upon which petitioners rely. In addition to the

obvious fact that these documents also are not items of

legislative history, these documents are afforded little weight

in this Court. Textron Inc. v. Commissioner, 115 T.C. 104, 110

(2000) (technical advice memorandum); Dobin v. Commissioner,

73 T.C. 1121, 1129 n.9 (1980) (preamble to proposed regulations).

- 28 percentage of wages that could qualify for the new jobs credit,

Congress believed that some employers might want to pay an

employee not needed for work simply to avail itself of the

credit.

Such a case could occur, for example, where the combined

tax benefit from both the full deduction and credit exceeded the

cost of the wages; e.g., where an employer subject to a 70percent marginal tax rate received a 50-percent new jobs credit

for qualifying wages.

this pòssibility.

469, 488-489.

Congress enacted section 280C to thwart

S. Rept. 95-66, at 68-69 (1977), 1977-1 C.B.

One year later, Congress amended the provisions

relating to the new jobs credit to replace it with the TJC.

The

legislative history accompanying this amendment does not

elaborate as to the reason for a wage-expense-limitation in the

case of the TJC but states simply that such a reduction is

required.

H. Conf. Rept. 95-1800, at 231-232 (1978), 1978-3 C.B.

(Vol. 1) 565-566; S. Rept. 95-1263, at 127 (1978), 1978-3 C.B.

(Vol. 1) 315, 425.

As to the provisions on AMT, those provisions find their

.roots in the Tax Reform Act of 1969 (the 1969 Act), Pub. L.

91-172, 83 Stat. 487, where Congress set forth rules for a

minimum tax (MT) which was imposed in addition to the taxpayer's

regular tax.

The Code has included MT provisions for both

corporate and individual taxpayers ever since.

The current

minimum tax; i.e., the AMT, has generally evolved into its

- 29 current form through three pieces of legislation; namely, the

Revenue Act of 1978 (1978 Act), Pub. L. 95-600, 92 Stat. 2763;

the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA),

Pub. L. 97-248, 96 Stat. 324; and the 1986 Act.

Through the 1969 Act, Congress enacted the MT provisions to

prevent corporate and individual taxpayers from aggregating

deductions to the point where they would pay either no tax or a

"shockingly low" tax.

First Chicago Corp. v. Commissioner,

842 F.2d 180, 181 (7th Cir. 1988), affg. 88 T.C. 663 (1987).

Congress aimed through the MT provisions to allocate the tax

burden among taxpayers more equitably by taxing preference items

(preferences) consisting of certain deductions and an exclusion

from gross income.

C.B. 423, 495.

See S. Rept. 91-552, at 112 (1969), 1969-3

The preferential deductions generally included

deductions which involved no economic cost to the taxpayer (e.g.,

the long-term capital gains deduction) or exceeded current

economic cost.

The MT equaled the product of a single tax rate

multiplied by the amount of the taxpayer's preferences which

exceeded a prescribed deduction.

This scheme remained in effect, with only minor changes, as

the only minimum tax formulation in the Code until 1978.

1978 Act sec. 421(a), 92 Stat. 2871.

See

Through the 1978 Act,

Congress supplemented the MT with an AMT for noncorporate

- 30 taxpayers."

In contrast to the MT, the AMT was imposed on a tax

base similar to taxable income.

The most notable differences

between the bases were that, in computing AMTI, a long-term

capital gain deduction was not allowed and itemized deductions

could be effectively disallowed.

As to both taxable bases, the

NOL deduction and the basis of property were the same.

Through TEFRA, Congress repealed the MT for noncorporate

taxpayers and replaced it with a revised form of AMT.

computation of AMTI, Congress generally:

For the

(1) Incorporated the

old MT preferences by causing those amounts to increase AMTI

relative to taxable income and (2) created new preferences which

were either not deductible or not excludable from gross income.

Congress also disallowed certain itemized deductions allowable in

computing taxable income and provided for a separate alternative

tax NOL deduction.

The TEFRA AMT provision remained in effect from 1982 until

its amendment by the 1986 Act, which expanded the AMT for

individuals.

S. Rept. 99-313, at 515, 521 (1986), 1986-3 C.B.

(Vol. 3) 515, 521.

Through that act, Congress repealed the MT

" Although the Revenue Act of 1978, Pub. L. 95-600,

92 Stat. 2763, purported to repeal the add-on minimum tax for

individuals and replace it with a new AMT formulation beginning

in 1979, other sources indicate that the two provisions

co-existed in the Code until the add-on minimum tax was finally

repealed by the Tax Equity and Fiscal Responsibility Act of 1982,

Pub. L. 97-248, sec. 201(a), 96 Stat. 411, and supplanted by an

amended alternative minimum tax.

See, e.g., Day v. Commissioner,

108 T.C. 11, 14 (1997), and the cases cited therein.

- 31 for corporate taxpayers and subjected them to AMT.

Congress also

altered the computation of JGE'I by providing for differences

regarding when items of income or deductions are taken into

account in computing taxable income and AMTI.

The post-1986 AMT

rules, sections 55-59, were enacted to achieve one overriding

objective: to establish a floor for tax liability, so that a

taxpayer pays some tax regardless of the tax breaks otherwise

available to him under the regular tax system.

supra at 518, 1986-3 C.B.

(Vol. 3) at 518.

S. Rept. 99-313,

The AMT rules

accomplish this goal by eliminating favorable treatment to

certain items that are treated favorably for purposes of the

regular tax (tax preference items).

Secs. 55(b)(2)(B), 57(a).

The legislative history under the 1986 Act states explicitly

that the computation of a corporation's AMTI begins with taxable

income and that any adjustments required by the AMT regime are

made from there.

The report of the House Ways and Means

Committee, for example, explains clearly and unambiguously that

the starting point for computing a corporation's AMTI is "taxable

income".

The report states:

Explanation of Provisions

1.

Overview

The bill repeals the present law add-on minimum

tax for corporations beginning in 1986, creates a new

alternative minimum tax on corporations, and expands

the alternative minimum tax on individuals.

- 32 Corporations.--Generally, the tax base for the

alternative minimum tax on corporations is the

taxpayer's regular taxable income, increased by the

taxpayer's tax preferences for the year and ad1usted by

computing certain deductions in a special manner which

negates the acceleration of such deductions under the

regular tax. The resulting amount, called alternative

minimum taxable income, then is reduced by a $40,000

exemption and is subject to tax at a 25-percent rate.

The amount so determined may then be offset by the

minimum tax foreign tax credit to determine a

"tentative minimum tax." These rules are designed to

ensure that, in each taxable year, the taxpayer must

pay tax equaling at least 25 percent of an amount more

nearly approximating its economic income (above the

exemption amount).

The net minimum tax, or amount of minimum tax due,

is the amount by which the tax computed under this

system (the tentative minimum tax) exceeds the

taxpayer's regular tax. Although the minimum tax is,

in effect, a true alternative tax, in the sense that it

is paid only when it exceeds the regular tax,

technically the taxpayer's regular tax continues to be

imposed, and the net minimum tax is added on.

Individuals.--The structure for the alternative

minimum tax on individuals generally is the same as

under present law, except that certain deferral

preferences (such as incentive depreciation) give rise

to adjustments to the minimum tax base over a period of

years, in order properly to compute total income each

year in light of the fact that, in later years, the

regular tax deduction typically is smaller than the

deduction would be if calculated on a straight line

basis over a longer period.

The alternative minimum

tax on individuals differs from that applying to

corporations in several respects. For example, there

are some differences between the preferences applying

to individuals and those applying to corporations, and

certain itemized deductions that individuals can claim

for regular tax purposes are not allowable under the

minimum tax.

[H. Rept. 99-426, at 308 (1986), 1986-3

C.B. (Vol. 2) 308; emphasis added.]

- 33 The Senate Finance Committee repeated these statements almost

verbatim in its report.¹4

C.B.

(Vol. 3) 521.

S. Rept. 99-313, supra at 521, 1986-3

Although these reports do not explicitly

provide that the computation of an individual's AMTI also begins

with taxable income, we decline to conclude that the calculation

of AMTI is different for an individual given no clear provision

to that effect in either the statute or the legislative history.

Whereas the House and Senate committee reports both state that

the two regimes are considered "separate" systems, this simply

means, as respondent acknowledges, that two taxes are involved.

The mere fact that the two systems may also be "independent" does

not necessarily mean that they are unrelated in all regards, or,

in other words, parallel.

Petitioners also rely on the fact that section 1.55-1(b),

Income Tax Regs., does not prohibit them from deducting all of

the wages for AMT purposes.

Petitioners recognize in this regard

that Congress authorized the Treasury Department to issue

regulations on the AMT regime, that the Commissioner issued two

¹4 The General Explanation of the 1986 Act also includes

these statements and clarifies that the word "generally" as used

in the discussion on corporations means that regular taxable

income is not used only where the taxpayer's tax base is other

than taxable income; e.g., unrelated business taxable income,

real estate investment trust taxable income, or life insurance

company taxable income. General Explanation of the 1986 Act,

supra at 436-437. The General Explanation of the 1986 Act states

that a technical correction may be necessary to effectuate the

exception to the general rule.

Id. at 436 n.5.

- 34 rulings, Tech. Adv. Mem. 93-20-003 (May 21, 1993) and Priv. Let.

Rul. 93-21-063 (May 28, 1993), before exercising this authority,

that these rulings concluded that, for AMT purposes, the relevant

taxpayers must make a separate computation of adjusted gross

income in order to ascertain the charitable contribution

limitation under section 170(b)(1), and that the Commissioner

effectively overruled those rulings through the issuance of sec.

1.55-1(b), Income Tax Regs.

We read nothing in section 1.55-1, Income Tax Regs., that is

inconsistent with our opinion herein.

That section provides:

SEC. 1.55-1 ALTERNATIVE MINIMUM TAXABLE INCOME

(a) Alternative minimum taxable income.--(a)

General rule for computing alternative minimum taxable

income. Except as otherwise provided by statute,

regulations, or other published guidance issued by the

Commissioner, all Internal Revenue Code provisions that

apply in determining the regular taxable income of a

taxpayer also apply in determining the alternative

minimum taxable income of the taxpayer.

(b) Items based on adjusted gross income or

modified adjusted gross income. In determining the

alternative minimum taxable income of a taxpayer other

than a corporation, all references to the taxpayer's

adjusted gross income or modified adjusted gross income

in determining the amount of items of income,

exclusion, or deduction must be treated as references

to the taxpayer's adjusted gross income or modified

adjusted gross income as determined for regular tax

purposes.

(c) Effective date. These regulations are

effective for taxable years beginning after December

31, 1993.

- 35 -

Petitioners' final argument is that the Court will frustrate

congressional intent by not allowing them to deduct Foods' full

wage expense.

Petitioners contend that disallowing part of the

deduction may place taxpayers in a worse position by electing the

TJC than by not making the election.

We disagree that our

holding herein frustrates congressional intent.

The primary way

to foster congressional intent is to apply, as we do here, the

042

plain meaning of the statute as written.

Supreme Court has stated:

In this regard, the

"courts must presume that a

legislature says in a statute what it means and means in a

statute what it says there."

Conn. Natl. Bank v. Germain,

503 U.S. 249, 253-254

(citations and quotation marks

(1992)

omitted).

We sustain respondent's determination on this issue.

In so

doing, we have considered all arguments made by the parties and

have rejected those arguments not discussed herein as without

merit.

Accordingly,

Decisions will be entered for

respondent in docket nos. 1287-00,

1288-00, 1289-00, 1290-00, 1293-00, and

1618-00, and decisions will be entered

under Rule 155 in docket nos. 1291-00

and 1292-00.