Steven R. and Terry D. Williams - Page 4

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               Distributions                           ($323,399)                     
               Loss                                    (217,341)                      
               Contributions                           (1,730)                        
               Nondeductible officer insurance         (4,355)                        
               Sec. 274(n) expenditures                (83,214)                       
               Nondeductible fines                     (1,225)                        
               Interest income                         17,930                         
          OPINION   The controversy here is not over whether or which                 
          reductions should be made to the AAA, but the order in which they           
          are to be made.  The adjustments are to be made to the                      
          accumulated adjustments account, which was statutorily created to           
          track certain aspects and the character of S corporation                    
          distributions.  In particular, the issue is whether an S                    
          corporation's AAA must first be reduced by losses incurred by the           
          S corporation for the taxable year prior to determining the tax             
          treatment of shareholder distributions made during the year.                
          Petitioners argue that the tax treatment of distributions should            
          be considered prior to the consideration of annual losses, and              
          respondent argues the converse.  In order to understand the                 
          technical aspects of the controversy, it is necessary to                    
          understand some of the background concerning the S corporation              
          provisions and the purpose of the statutes in question.                     
               Sections 1367 and 1368 were enacted as part of the                     
          Subchapter S Revision Act of 1982, Pub. L. 97-354, 96 Stat. 1669.           
          An S corporation, like a partnership, is a pass through entity              
          and, with certain exceptions, the shareholders report gain or               
          loss irrespective of any distributions made to them.  Generally,            
          under sections 1367 and 1368, shareholder distributions are to be           
          tax-free to the extent of the distributee's stock basis.  Further           




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