96-2063

CORP. FRANCHISE

SIGNED 8/4/97

BEFORE THE UTAH STATE TAX COMMISSION

_________________________________________

COMPANY A, ) ORDER

Petitioner, ) ) Appeal No. 96-2063

)

) Tax Type: Corp. Franchise

vs. )

AUDITING DIVISION OF ) Audit Period: 1985 - 1987

THE UTAH STATE TAX COMMISSION,

Respondent.

_________________________________________

The Tax Commission hereby approves the settlement terms contained in the accompanying Stipulation between COMPANY A. and Subsidiaries (ACOMPANY A@) and the Auditing Division of the Utah State Tax Commission (AAuditing Division@). The Auditing Division=s claims regarding the corporate franchise tax and interest deficiency of COMPANY A for the period of time from

January 1, 1985 through December 31, 1987 shall be satisfied by

COMPANY A=S payment as provided in paragraph 4 of the Stipulation.

Appeal No. 96-2063 is hereby dismissed.

Dated this 11 day of SEPTEMBER, 1997.

BY ORDER OF THE UTAH STATE TAX COMMISSION

W.Val Oveson Chairman Richard B. McKeown

Commissioner Commissioner

Joe B. Pacheco Pam Hendrickson

Commissioner Commissioner

BEFORE THE UTAH STATE TAX COMMISSION

________________________________________

COMPANY A. and SUBSIDIARIES ) STIPULATION

)

Petitioner, ) Appeal No. 96-2063

)

vs. )

AUDITING DIVISION OF ) Tax Type: Corp. Franchise

THE UTAH STATE TAX COMMISSION, ) ) Audit Period: 1985 - 1987

Respondent. )

_________________________________________

COMPANY A. and Subsidiaries (ACOMPANY A@) and the Auditing Division of the Utah State Tax Commission (AAuditing Division@) stipulate as follows:

1. The Auditing Division has issued a Statutory Notice of

Deficiency to COMPANY A alleging that additional corporate

franchise tax is due for the period of time from January 1, 1985

through December 31, 1987 (the Aaudit period@)

2. COMPANY A has filed a Petition for Redetermination with the Utah State Tax Commission alleging that the Auditing Division=s Statutory Notice of Deficiency is incorrect.

3. The parties agree and recognize that the issues arising out the Auditing Division=s Statutory Notice of Deficiency and

COMPANY A=s Petition for Redetermination give rise to good faith arguments with respect to the positions of both parties and present to both parties inherent risks of litigation. Accordingly, it is the mutual desire of the parties to arrive at a settlement which fully resolves this matter in a satisfactory and economical fashion.

4. COMPANY A agrees to make payment in the amount of

$$$$$ in full settlement of its corporate franchise tax and interest liability for the audit period within thirty days of the date this Stipulation is approved by the Tax Commission. If payment is made after July 31, 1997, COMPANY A agrees to make payment of an additional $$$$$ per day from. August 1, 1997 until the date of payment.

5. In arriving at this settlement, the parties have

provided for the carry forward and application of a portion of the 1984 losses of corporations included in the combined report for 1985 through 1987. Two of the corporations included in the

combined report have remaining 1984 loss amounts which can be

carried forward to 1988 and, to the extent not used in 1988, to

1989 as provided by statute. The parties agree that the only

remaining amounts of 1984 loss available for carry forward to 1988 and 1989 are as follows:

Corporation Remaining 1984 Loss

COMPANY A $$$$$

COMPANY B $$$$$

In carrying these losses forward to 1988 and 1989, the shall be used only to the extent of such corporation=s 1989 income calculated on a separate company basis.

6. In the event net losses exist in any of the three years following the audit period, the following Utah net taxable income figures shall be used in determining the carry back of such losses:

Year Utah net taxable income

1985 $$$$$

1986 $$$$$

1987 $$$$$

7. COMPANY A=s federal taxable income for the audit period is not subject to any further federal tax audit. All adjustments relating to revenue agents reports (ARAR=s@) arising from federal tax audits for the audit period have been considered in arriving at this settlement.

8.Both parties agree that the settlement of this matter shall not have any retroactive or prospective application to periods other than the audit period except as described in

paragraphs 5 and 6.

9.The Auditing Division recommends that the Tax Commission accept the terms of this Stipulation in settlement of this appeal.

10. The parties understand that this Stipulation is subject to approval by the Tax Commission. In the event the Tax Commission fails to approve this Stipulation, it shall be without effect and shall not be admissible as evidence against COMPANY A or the Auditing Division.

11. The parties stipulate that Appeal No. 96-2063 may be dismissed upon approval of this Stipulation by the Tax Commission.

Date: 8/4/97 ______________________

XXXXX

Senior Tax Counsel

COMPANY A

Date: 8/22/97 ______________________

XXXXX, Director

Auditing Division

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