Framatome Connectors USA, Inc. - Page 62




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          (taxpayers are bound by the structure of their transaction),                
          affg. T.C. Memo. 1999-425.                                                  
               We conclude that Burndy-US transferred excess value of                 
          $3,926,430 to FCI in 1993 by paying FCI’s hedging loss in that              
          amount.                                                                     
                    e.   The Covenants Not To Compete                                 
               The US-Europe covenant not to compete had a fair market                
          value of $8 million, of which $2 million is attributable to TRW’s           
          not competing in the U.S. and $6 million is attributable to TRW’s           
          not competing in Europe (European component of the US-Europe                
          covenant).  Petitioners contend that Burndy-US paid $6 million to           
          FCI and received the European component of the covenant not to              
          compete worth $6 million and that this benefited Burndy-US and              
          its subsidiaries.  Respondent contends that Burndy-US transferred           
          $6 million to FCI by paying FCI that amount for a covenant not to           
          compete that benefited FCI and its subsidiaries.  In essence,               
          respondent contends that Burndy-US received nothing for the $6              
          million it paid to FCI.  We disagree.                                       
               FC-Italy made automotive air bag connectors for the European           
          market.  FCI obtained the European component of the US-Europe               
          covenant not to compete primarily to benefit FC-Italy.  FC-Italy            
          was a subsidiary of Burndy-US on December 22, 1992, when Burndy-            
          US acquired the covenant not to compete, and throughout 1993, the           
          year in issue.  Thus, Burndy-US’s payment to FCI for the European           






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