R15-2D-401 Unitary Business and Combined Returns A.

An entity, group of entities, or components of an entity is not a unitary business for apportionment purposes unless there is actual substantial interdependence and integration of the basic operations of the business carried on in more than one taxing jurisdiction. The potential to operate an entity or a component as part of the unitary business is not dispositive. B. The determination of whether the operations of a taxpayer constitute a unitary business is based on economic substance and not form. Therefore, a unitary business may consist of part of a corporation, one corporation, or many corporations. If the unitary business consists of more than one corporation, the corporations comprising the unitary business shall file a com- bined return apportioning the business income of the corpora- tions using a single apportionment formula. C. The main reason for defining a business as unitary is that its components in various states are so tied together at the basic operational level that it is difficult to determine the state in which profits are earned. Centralized top-level management, financing, accounting, insurance and benefit programs, or overhead functions by a home office are not sufficient for a business to be unitary without further analysis of the basic operations of the components. D. The following are necessary threshold characteristics for com- ponents of an entity, an entity, or a group of entities to be con- sidered a unitary business: 1. The entities comprising the unitary business are owned or controlled, directly or indirectly, by the same interests that collectively own more than 50 percent of the voting stock, 2. The entities or components share common management, and 3. The entities or components have reconciled accounting systems. E. The presence of the three characteristics listed in subsection (D) is not sufficient for a business to be considered unitary without evidence of substantial operational integration. Fac- tors that indicate operational integration include the following: 1. The same or similar business conducted by components; 2. Vertical development of a product by components, such as manufacturing, distribution, and sales; 3. Horizontal development of a product by components, such as sales, service, repair, and financing; 4. Transfer of materials, goods, products, and technological data and processes between components; 5. Sharing of assets by components; 6. Sharing or exchanging of operational employees by com- ponents; 7. Centralized training of operational employees; 8. Centralized mass purchasing of inventory, materials, equipment, and technology; 9. Centralized development and distribution of technology relating to the day-to-day operations of the components; 10. Use of common trademark or logo at the basic opera- tional level; 11. Centralized advertising with impact at the basic opera- tional level; 12. Exclusive sales-purchase agreements between compo- nents; 13. Price differentials between components as compared to unrelated businesses; 14. Sales or leases between components; and 15. Any other integration between components at the basic operational level. F. Not all of the factors listed in subsection (E) need be present in every unitary business. G. A manufacturing, producing, or mercantile type of business is not a unitary business unless there is a substantial transfer of material, products, goods, technological data and processes, or machinery and equipment between the branches, divisions, subsidiaries, or affiliates. 1. A transfer of 20 percent of the total goods annually manu- factured, produced, or purchased as inventory for pro- cessing or sale, or both, by the transferor, or 20 percent of the total goods annually acquired for processing or sale, or both, by the transferee is presumptive evidence of a unitary business. 2. A smaller percentage of goods transferred may be indica- tive of a unitary business if other characteristics indicat- ing substantial operational integration are present. H. In a unitary service business, the operations of the various components or entities of the business are integrated and inter- related by their involvement with the central office or parent in delivering substantially the same service. The day-to-day operations of the components or entities use the same proce- dures and technologies that are developed, organized, pur- chased, or prescribed by the central office or parent. There usually is an exchange of employees among the components or entities and centralized training of employees. I. A taxpayer may have more than one unitary business. In this case, it is necessary to determine the business income attribut- able to each separate unitary business. The income of each business is apportioned using an apportionment formula that considers the in-state and out-of-state factors of the business. J. Generally, a conglomerate composed of diverse businesses is not a single unitary business. However, a line or lines of busi- ness within the conglomerate may be a unitary business if the operations of the components of the line or lines are integrated and interrelated. K. All members of a combined return shall determine income using the same accounting period. 1. If the members of a combined return have different accounting periods, the accounting period to be used by the members shall be determined as follows: a. If the combined return includes the common parent corporation, the parent’s accounting period is used. b. If the combined return does not include the common parent corporation, the accounting period of a mem- ber that has a presence in Arizona shall be used. The same group member’s accounting period shall be used consistently from year to year. 2. Each member of a combined return that uses an account- ing period that is different from the common accounting period determined in subsection (K)(1), shall use one of the following methods to determine the income to be included in the common accounting period: a. Determine income and related deductions using actual book or accounting entries for the relevant period. b. Determine income based on the number of months falling within the required common accounting period. For example, if one member uses a calendar year, and the common accounting period ends Octo- ber 31, 1981, the member will include 2/12 of the income for the year ended December 31, 1980, and 10/12 of the income for the year ended December 31, 1981. Estimates may be necessary if this prora- tion method involves a member’s year that ends sub- sequent to the common accounting period. Historical Note Recodified at 6 A.A.R. 2308, filed in the Office of the Secretary of State June 2, 2000 (Supp. 00-2). Amended by final rulemaking at 7 A.A.R. 4973, effective October 5, 2001 (Supp. 01-4).