Summary
The United States Supreme Court held that discharge of indebtedness excluded from gross income for an insolvent S corporation is nevertheless an item of income that passes through to shareholders and increases their stock bases. The Court further held that the resulting basis adjustments and pass-through of losses occur before reduction of the corporation's tax attributes under 26 U.S.C. § 108(b). The judgment of the Tenth Circuit was reversed.
Topics
Practice areas
Questions Presented
- Whether discharged indebtedness excluded from the gross income of an insolvent S corporation is an item of income that passes through to shareholders under 26 U.S.C. § 1366(a)(1)(A) and increases their stock bases under § 1367.
- Whether pass-through and basis adjustments occur before or after reduction of the S corporation's tax attributes under 26 U.S.C. § 108(b).
Holdings
- Discharged indebtedness excluded from gross income under § 108(a) remains an item of income for purposes of § 1366(a)(1)(A), passes through to the S corporation's shareholders, and increases their bases in the corporation's stock.
- For an S corporation, pass-through of excluded discharge-of-indebtedness income, the resulting basis adjustment, and the deduction of losses occur before reduction of tax attributes under § 108(b).
Key quotations
“Under a plain reading of the statute, we reject this argument and conclude that excluded discharged debt is indeed an “item of income,” which passes through to the shareholders and increases their bases in the stock of the S corporation.” (531 U.S. at 212)
“Consequently, the attribute reduction must be made after the basis adjustment and pass-through.” (531 U.S. at 218)
“Because the Code's plain text permits the taxpayers here to receive these benefits, we need not address this policy concern.” (531 U.S. at 220)
Factual background
Petitioners were shareholders of P. D. W. & A., Inc., an S corporation that realized $2,021,296 in discharged indebtedness while insolvent by $2,181,748. The corporation excluded the discharged amount from gross income under 26 U.S.C. § 108, and petitioners increased their stock bases by their pro rata shares of the discharged debt. They used the resulting basis increases to deduct corporate losses, including previously suspended losses, on their individual tax returns.
Procedural history
The Tax Court initially held that the corporation's discharged indebtedness was an item of income capable of increasing the shareholders' stock bases. On reconsideration, following Nelson v. Commissioner, the Tax Court held that the discharged indebtedness could not increase basis. The Tenth Circuit affirmed on the alternative ground that tax-attribute reductions preceded any pass-through. The Supreme Court reversed.
Remand instructions
The judgment of the Court of Appeals was reversed. No more specific remand instruction appears in the opinion.