Anadarko Petroleum Corp. v. Utah State Tax Commission

2015 UT 25, 345 P.3d 648, 2015 Utah LEXIS 170, 182 Oil & Gas Rep. 507, 779 Utah Adv. Rep. 44, 2015 WL 404567
CourtUtah Supreme Court
DecidedJanuary 30, 2015
Docket20130192
StatusPublished
Cited by7 cases

This text of 2015 UT 25 (Anadarko Petroleum Corp. v. Utah State Tax Commission) is published on Counsel Stack Legal Research, covering Utah Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Anadarko Petroleum Corp. v. Utah State Tax Commission, 2015 UT 25, 345 P.3d 648, 2015 Utah LEXIS 170, 182 Oil & Gas Rep. 507, 779 Utah Adv. Rep. 44, 2015 WL 404567 (Utah 2015).

Opinions

Chief Justice DURRANT,

opinion of the Court:

. Introduction

1 This is a tax case that comes before us on appeal from a formal decision of the Utah State Tax Commission (Commission). Utah law imposes a severance tax on owners of oil and gas interests. The tax rate an owner must pay depends on the fair market value of the owner's interest. The question presented in this case concerns how the value of such an interest is to be calculated. Petitioners Anadarko Petroleum Corporation and Kerr-McGee Oil & Gas Onshore L.P. (collectively Anadarko) argue that the Commission improperly disallowed deductions they made for tax-exempt federal, state, and Indian tribe royalty interests. Based on the plain meaning and structure of the severance tax statute, we agree and reverse the Commission's determination.

Background

T2 The facts of this case are not in dispute. Anadarko acquired Kerr-McGee in 2006. From January 1, 2008, to December 31, 2011, Anadarko operated oil and gas wells in Carbon and Uintah counties Anadarko filed severance tax returns during this period. On September 2, 2010, the Auditing Division of the Commission sent Anadarko a preliminary notice of its proposed tax liability. After correspondence between the parties, the Auditing Division issued two notices to Anadarko on November 10, 2010. The first notice informed Anadarko of a deficiency in its 2009 severance tax and assessed $10,118.54 in additional taxes and interest. The second notice informed Kerr-McGee that its claimed 2009 refund of $606,876.65 was being reduced by $111,654.09, resulting in a refund of $494,722.56.1 Anadarko conceded that $1,509.83 of the $10,118.84 deficiency was properly assessed and that [650]*650$10,185.42 of the $111,654.09 refund was properly withheld, but it disputed the remaining actions of the Commission.

13 Anadarko challenged the disputed amounts by filing a petition for redetermination of tax with the Commission. Both Ana-darko and the Auditing Division filed motions for summary judgment, and the Commission held a hearing on the eross-motions for summary judgment. The issue before the Commission was whether the Auditing Division had applied the correct tax rate, which involves the application of a somewhat complicated formula outlined in Utah Code sections 59-5-102 and 59-5-103.1.

T 4 The formula first requires the taxpayer to calculate the fair market value of the interest in oil or gas according to a sale in an "arm's-length contract" or by "comparison to other sales of oil or gas." 2 Second, permissible deductions are subtracted from that amount to yield the net taxable value.3 Third, the Commission divides the taxable value by the amount of oil or gas produced. For natural gas, the unit of measurement is an MCF, or one-thousand cubic feet of natural gas.4 So for Anadarko's natural gas interests, the third step yielded the taxable value per MCF (unit price). Finally, to determine the tax rate, the Commission caleu-lates the percentage of the unit price up to $1.50 and then the percentage above $1.50. The percentage of the unit price up to $1.50 is the percentage of the taxable value assessed at a three-percent tax rate. The percentage of the unit price above $1.50 is the percentage of the taxable value assessed at a five-percent tax rate.5

15 We offer a brief example by way of illustration. In one of the calculations in this case, the net taxable value of 24,874 MCFs was $66,478. The net taxable value per MCF was therefore $2.67 (66,478/24,874 = 2.67). Fifty-six percent of the unit price is below $1.50 (1.50/2.67 = 0.56) and the remaining forty-four percent is above $1.50 ((2.67-1.50)/2.67 = 0.44). Therefore, of the $66,478 in taxable value, fifty-six percent is assessed at three percent (66,478"0.56 = 37,-227.68), and forty-four percent is assessed at five percent (66,478*0.44 = 29,250.82).

16 The dispute before the Commission concerned step two of this formula-what deductions are permitted under the severance tax statute in the unit price calculation. Anadarko argued that because the statute exempts federal, state, and Indian tribe royalty interests from the severance tax, it also permits taxpayers to deduct such interests from the net taxable value in calculating the per unit price. The Auditing Division maintained that the unit price should be calculated "based on the prices at which the gas was sold, prior to the point when the producer paid the exempt royalties."

7 On December 18, 2011, the Commission determined there was no genuine issue of material fact and granted summary judgment in favor of the Auditing Division. The Commission agreed with the Auditing Division's calculation of price per MCF, relying on the plain language of Utah Code section 59-5-108.1. The Commission also acknowledged that the exempt entities' interests-the interests of federal and state governments, and Indian tribes-are not subject to the severance tax but must be included in the calculation of value under Utah Code sections 59-5-102 and -108.1. The Commission concluded that "[tlaxable value is established prior to being allocated between the two tax rates" and that the Auditing Division's methodology did not increase Anadarko's taxable value. Anadarko filed a request for reconsideration on January 2, 2013, which the Commission denied. Anadarko timely appealed. We have jurisdiction to review final orders of the Utah State Tax Commission under Utah Code section 78A-3-102(8)(e)(j).

Standard of Review

T8 When reviewing formal adjudicative proceedings of the Utah State Tax Commission, we "grant the commission deference [651]*651concerning its written findings of fact, applying a substantial evidence standard," and we review the Commission's conclusions of law for correctness, granting the Commission's legal analysis no deference.6

Analysis

19 Anadarko first argues that the Commission's decision is inconsistent with the terms of the Utah Severance Tax Act. It contends that the Act's plain language requires the exclusion of any federal, state, or Indian tribe interests from the calculation of value used to determine severance tax Hability. And Anadarko maintains that reading the statute any other way creates two inconsistent meanings of "value" within sections 59-5-102 and 59-5-108.1. Anadarko also argues that reading the statute to include exempt federal interests in the unit price caleu-lation violates the United States Constitution by imposing a tax on the federal government.

110 We agree with Anadarko that the plain meaning and structure of the severance tax statute categorically excludes federal, state, and Indian tribe interests from the unit price calculation. Accordingly, we do not reach the constitutional questions raised in Anadarko's brief.7

T11 When interpreting a statute, we look first to the plain and ordinary meaning of its terms.8 But we do not interpret statutory provisions in isolation. We also construe terms "in each part or section" of a statute "in connection with every other part or section so as to produce a harmonious whole."9 The meaning of seemingly unclear or ambiguous provisions is often clear when read in context of the entire statute.10

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Bluebook (online)
2015 UT 25, 345 P.3d 648, 2015 Utah LEXIS 170, 182 Oil & Gas Rep. 507, 779 Utah Adv. Rep. 44, 2015 WL 404567, Counsel Stack Legal Research, https://law.counselstack.com/opinion/anadarko-petroleum-corp-v-utah-state-tax-commission-utah-2015.