Mel T. Nelson - Page 16

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          attributes occurs after the determination of the tax imposed for            
          "the taxable year of the discharge."  Because section 108(b)                
          applies at the corporate level, we believe that the phrase                  
          "taxable year of the discharge" refers to the taxable year of the           
          S corporation.  Consequently, the S corporation reduces its tax             
          attributes by the amount excluded from gross income pursuant to             
          section 108(a) at the end of the corporation's taxable year.                
               Petitioner suggests that section 108(d)(7)(B) indirectly               
          applies the reduction in tax attributes delineated in section               
          108(b)(2) at the shareholder level.  Thus, petitioner argues that           
          section 108(d)(7)(A) similarly permits the passthrough of the               
          excluded COD income.  We do not agree.  The language denominated            
          in section 108(d)(7)(B) is fairly explicit.  It provides, in                
          pertinent part, that the "suspended losses" of section 1366(d)              
          are deemed to be net operating losses.                                      
               As noted, we construe section 108 as mandating the                     
          determination of an S corporation shareholder's income tax                  
          liability for the taxable year without reference to the excluded            
          COD income.  In the process, the shareholder must ascertain the             
          amount and extent of any "suspended losses".6  Sec. 1366(d)(1).             


               6The losses incurred by an S corp. are passed through to the           
          shareholders pursuant to sec. 1366(a)(1) and may be claimed by              
          the shareholders to the extent of their adjusted bases in the               
          corporate stock.  In the event these losses exceed a                        
          shareholder's adjusted basis, the losses are "suspended" and may            
          be carried over indefinitely pursuant to sec. 1366(d).                      




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