State ex rel. Arizona Department of Revenue v. Talley Industries, Inc
In State ex rel. Arizona Department of Revenue v. Talley Industries, Inc., 182 Ariz. 17, 23, 893 P.2d 17, 23 (App. 1994), the Court adopted an "intermediate approach" to determining whether to apply unitary treatment to a company and its affiliate(s).
Under this approach, unitary treatment is appropriate when there is "substantial interdependence of basic operations among the various affiliates or branches of the business." Id. at 24, 893 P.2d at 24 (quoting 1 Jerome R. Hellerstein & Walter Hellerstein, State Taxation ("Hellerstein") 8.115, at 8-92).
In Talley, the Court examined 25 subsidiaries that, inter alia, manufactured distinct lines of products, imported apparel and bought and sold real property. 182 Ariz. at 18-19, 893 P.2d at 18-19.
The taxpayer-parent sought unitary treatment, arguing it controlled the operations of the subsidiaries. Id. at 19, 893 P.2d at 19.
The parent created accounting, operating and personnel policies for the subsidiaries and provided company-wide training, benefit and pension plans and information services. Id.
In adopting the Hellerstein approach, the Court quoted a discussion by the Pennsylvania supreme court in Pennsylvania v. ACF Industries, Inc., 441 Pa. 129, 271 A.2d 273 (1970), which examined whether the business activities at issue there were part of a "single enterprise" or were instead "a truly divisionalized business." 182 Ariz. at 24, 893 P.2d at 24.
Consistent with that analysis, the Court held the taxpayer and its subsidiaries in Talley could not file a combined return because there was "no substantial interrelationship or interdependence of basic operations" between the parent and its affiliates. Id. at 18, 893 P.2d at 18.
The Court explained:
There were no transfers of materials, products, goods, technological data relating to products, processes, machinery, or equipment by subsidiaries operating wholly outside Arizona to subsidiaries with operations in Arizona. Also, virtually no flow of product and no vertical or horizontal integration of business operations exists between the subsidiaries with, and those without, income-producing factors and business operations in Arizona. No basic operational ties existed between the two Arizona real estate subsidiaries and any other Talley subsidiary. Id. at 19, 893 P.2d at 19.