Capital One Financial Corporation and Subsidiaries v. Commissioner

130 T.C. No. 11
CourtUnited States Tax Court
DecidedMay 22, 2008
Docket19519-05, 24260-05
StatusUnknown

This text of 130 T.C. No. 11 (Capital One Financial Corporation and Subsidiaries v. Commissioner) is published on Counsel Stack Legal Research, covering United States Tax Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Capital One Financial Corporation and Subsidiaries v. Commissioner, 130 T.C. No. 11 (tax 2008).

Opinion

130 T.C. No. 11

UNITED STATES TAX COURT

CAPITAL ONE FINANCIAL CORPORATION AND SUBSIDIARIES, Petitioners v. COMMISSIONER OF INTERNAL REVENUE, Respondent

Docket Nos. 19519-05, 24260-05. Filed May 22, 2008.

Ps’ subsidiaries, Capital One Bank (COB) and Capital One, F.S.B. (FSB), issuers of Visa and MasterCard credit cards, earn income from late fees charged to cardholders who do not timely pay at least their minimum monthly payment due. From 1995 to 1997 COB and FSB included the late fees in income when the fees were charged to cardholders; i.e., when they accrued under the all events test.

On Aug. 5, 1997, Congress enacted the Taxpayer Relief Act of 1997, Pub. L. 105-34, sec. 1004, 111 Stat. 911, which codified sec. 1272(a)(6)(C)(iii), I.R.C. This provision allows taxpayers who maintain a pool of debt instruments, such as credit card loans, to treat certain receivables related to that pool of debt instruments as creating or increasing original issue discount (OID). -2-

In 1998 R provided that a taxpayer could receive “automatic consent” to change its method of accounting in accordance with sec. 1272(a)(6)(C)(iii), I.R.C., by filing Form 3115, Application for Change in Accounting Method, with the taxpayer’s return. COB submitted Form 3115 with Ps’ 1998 return. Ps treated certain credit card receivables as creating or increasing OID on their 1998 and 1999 returns, but they continued to recognize COB’s and FSB’s late-fee income at the time the fee was charged to the cardholder.

Through this proceeding Ps seek to retroactively treat COB’s and FSB’s 1998 and 1999 late-fee income under sec. 1272(a)(6)(C)(iii), I.R.C., thereby reducing their taxable income substantially.

Held: COB and FSB were required to obtain consent to change their treatment of credit card receivables to comply with sec. 1272(a)(6)(C)(iii), I.R.C.

Held, further: Neither COB nor FSB received consent to change its treatment of late-fee income on Ps’ 1998 or 1999 return.

Held, further: Ps may not retroactively change their treatment of COB’s and FSB’s 1998 and 1999 late- fee income because the requested change is a change in the treatment of a material item and is therefore an impermissible change in method of accounting under sec. 446(e), I.R.C., and sec. 1.446-1(e)(2)(ii)(a), Income Tax Regs.

Held, further: Ps’ motion for partial summary judgment on the late fees issue will be denied, and R’s motion for partial summary judgment will be granted.

Jean Ann Pawlow, Elizabeth A. Erickson, Holly K. Hemphill,

Kevin Spencer, and Robin L. Greenhouse, for petitioners.

Gary D. Kallevang, James Hill, and Alan R. Peregoy, for

respondent. -3-

OPINION

HAINES, Judge: This case is before the Court on the

parties’ cross-motions for partial summary judgment filed

pursuant to Rule 121.1 The issue for decision is whether section

446(e) prohibits Capital One Bank (COB) and Capital One, F.S.B.

(FSB), from changing their treatment of late-fee income from the

current-inclusion method (when it accrued under the all events

test) to a method which allows late-fee income to create or

increase original issue discount (OID).2

Background

The parties have stipulated the facts applicable to the

issue considered in this Opinion. Capital One Financial Corp. is

a publicly held financial and bank holding company based in

McLean, Virginia. Its principal subsidiaries, COB and FSB, are

among the world’s largest issuers of Visa and MasterCard credit

cards.

During the years at issue COB and FSB earned various types

of income from their credit card business, including finance

1 Unless otherwise indicated, section references are to the Internal Revenue Code (Code), as amended. Rule references are to the Tax Court Rules of Practice and Procedure. Amounts are rounded to the nearest dollar. 2 Petitioners’ motion applies only to COB because FSB, unlike COB, did not file a Form 3115, Application for Change in Accounting Method, with petitioners’ consolidated 1998 return. Respondent’s motion applies to COB and FSB. -4-

charges when cardholders carried a balance on their cards, annual

fees, overlimit fees when cardholders exceeded their credit

limit, cash advance fees when cardholders accessed cash with

their cards, and interchange.3 Pertinent to these motions for

partial summary judgment, COB and FSB also earned income from

late fees charged when the cardholder was delinquent in making at

least the minimum payment due. For the years 1995 through 1999,

COB and FSB recognized late-fee income at the time the fee was

charged to the cardholder for financial accounting purposes as

well as tax purposes. Late-fee income was recognized in the

following amounts.

COB FSB

Year Late-Fee Income Year Late-Fee Income

1995 $86,620,377 1995 -0- 1996 143,520,881 1996 $9,737,796 1997 287,400,477 1997 20,598,116 1998 510,017,513 1998 11,926,000 1999 722,277,703 1999 29,732,338 Total 1,749,836,951 Total 71,994,250

3 In addition to the motions for partial summary judgment addressed in this Opinion, petitioners filed a motion for partial summary judgment as to the proper tax treatment of interchange. Interchange is a fee (usually a percentage of the amount charged) that is paid on every credit card transaction to the bank which has issued the card. Petitioners contend that interchange increases OID under sec. 1272(a)(6)(C)(iii) because the cardholder bears the economic burden of paying interchange. Respondent disagrees and contends that the merchant’s bank, not the cardholder, is contractually responsible for paying interchange to the bank which issued the card. -5-

On September 15, 1999, COB submitted Form 3115, Application

for Change in Accounting Method, to respondent by attaching it to

petitioners’ consolidated Federal income tax return for 1998.

COB stated on the Form 3115:

Capital One Bank (COB), a domestic corporation, requests permission under Section 12.02 of Rev. Proc. 98-60 to change its method of accounting for interest and original issue discount that are subject to the provisions of Section 1004 of the Tax Relief Act of 1997.

Petitioners did not treat late-fee income as OID under the

Taxpayer Relief Act of 1997 (TRA), Pub. L. 105-34, sec. 1004, 111

Stat. 911 (section 1272(a)(6)(C)(iii)) in 1998 or 1999. They

continued to use the current-inclusion method for late-fee

income. Petitioners did not attempt to amend their 1998 or 1999

return to treat late-fee income as increasing OID. Petitioners

began to treat COB’s and FSB’s late-fee income as increasing OID

on their 2000 return. Respondent has not conceded that

petitioners had consent under section 446(e) to make that change.

In response to respondent’s notice of deficiency with

respect to 1997, 1998, and 1999, petitioners timely filed a

petition with this Court. Petitioners subsequently filed their

amended petition, claiming they are required to treat late-fee

income as increasing OID on their pool of credit card loans, thus

reducing their taxable income for 1998 and 1999 by $209,143,757 -6-

and $216,698,486, respectively.4 On October 12, 2007, the

parties filed cross-motions for summary adjudication on the late

fees issue. On December 7, 2007, the parties filed objections to

each other’s motions. A hearing was held on the motions in

Washington, D.C., on January 24, 2008.

Discussion

I. Change in the Law

On August 5, 1997, Congress enacted TRA sec. 1004, which

added section 1272(a)(6)(C)(iii) to the Code. Section

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