    Notice: This opinion is subject to correction before publication in the P ACIFIC R EPORTER .
    Readers are requested to bring errors to the attention of the Clerk of the Appellate Courts,
    303 K Street, Anchorage, Alaska 99501, phone (907) 264-0608, fax (907) 264-0878, email
    corrections@appellate.courts.state.ak.us.



             THE SUPREME COURT OF THE STATE OF ALASKA

SCHLUMBERGER TECHNOLOGY )
CORPORATION & SUBSIDIARIES, )                         Supreme Court No. S-14729
                            )
                            )                         Superior Court N o. 3AN-10-07367 CI
              Appellants,	  )
                            )                         OPINION
    v.	                     )
                            )                         No. 6924 – July 18, 2014
STATE OF ALASKA,            )
DEPARTMENT OF REVENUE,      )
                            )

              Appellee.     )

                            )


            Appeal from the Superior Court of the State of Alaska, Third
            Judicial District, Anchorage, Daniel Schally, Judge Pro Tem.

            Appearances: George R. Lyle, Guess & Rudd P.C.,
            Anchorage, Charles J. Moll III, San Francisco, California,
            and Alan V. Lindquist, Chicago, Illinois, Winston & Strawn
            LLP, for Appellants. R. Scott Taylor, Assistant Attorney
            General, Anchorage, Steve D. DeVries, Assistant Attorney
            General, Anchorage, and Michael C. Geraghty, Attorney
            General, Juneau, for Appellee.

            Before: Fabe, Chief Justice, Winfree, Stowers, Maassen, and
            Bolger, Justices.

            BOLGER, Justice.
I.    INTRODUCTION
             The Alaska Net Income Tax Act (ANITA) incorporates certain provisions
of the Internal Revenue Code, unless the federal provisions are “excepted to or modified
by other provisions” of the act.1 ANITA requires a corporation to report its income and
the income of certain affiliates and to exclude “80 percent of dividend income received
from foreign corporations.”2 But the Internal Revenue Code has a different formula; it
requires a foreign corporation to report only income “effectively connected with the
conduct of a trade or business within the United States.”3 We conclude that this Internal
Revenue Code provision has not been adopted by reference because it is inconsistent
with the formula provided by ANITA.
II.   FACTS AND PROCEEDINGS
             Schlumberger Limited is a multinational company incorporated in the
Netherlands Antilles with offices in Paris, New York City, and Texas. Schlumberger
Limited’s only service is the management of its subsidiaries; it receives management fees
for this service.   Schlumberger Limited also receives dividend income, including
dividends from its foreign subsidiaries.
             Schlumberger Limited conducts its business in Alaska through a wholly
owned subsidiary, Schlumberger Technology Corporation. Schlumberger Technology’s
primary business is oilfield services, but it also owns all of Schlumberger Limited’s
associated companies incorporated in the United States and operates all of Schlumberger
Limited’s domestic businesses. Schlumberger Technology files a consolidated federal
tax return for all of Schlumberger Limited’s domestic subsidiaries. For tax years 1998­


      1
             AS 43.20.021(a).
      2
             AS 43.20.145(a) & (b)(1).
      3
             26 U.S.C. § 882(a) & (b) (2012).

                                           -2­                                     6924
2000, Schlumberger Technology filed Alaska corporate income tax returns that included
only the domestic subsidiaries working in the oilfield services business.
             In September 2003, a Department of Revenue auditor concluded that
Schlumberger Limited was engaged in a unitary business with Schlumberger
Technology.4 The auditor also concluded that Schlumberger Limited was a “water’s
edge” affiliate of Schlumberger Technology.5          Based on these conclusions, the


      4
            “Unitary business” is defined by 15 Alaska Administrative Code (AAC)
20.310 (1982) in relevant part as follows:
                    (a) A business is unitary if the entity or entities
             involved are owned, centrally managed, or controlled,
             directly or indirectly, under one common direction which can
             be formal or informal, direct or indirect, or if the operation of
             the portion of the business done within the state is dependent
             upon or contributes to the operation of the business outside
             the state.
                    (b) The unitary nature of a business is a case-by-case
             factual determination and applicable statutes, regulations, and
             administrative and judicial precedent will be used as
             guidelines for making the determination.
      5
             AS 43.20.145 states:
                    (a) A corporation that is a member of an affiliated
             group shall file a return using the water’s edge combined
             reporting method. A return under this section must include
             the following corporations if the corporations are part of a
             unitary business with the filing corporation:
             ....
                           (4) a corporation, regardless of the place
                    where the corporation was incorporated, if the
                    corporation’s property, payroll, and sales
                    factors in the United States average 20 percent
                                                                             (continued...)

                                           -3-                                       6924

Department issued a notice of assessment for additional corporate income taxes of
$429,739 plus interest.
               Schlumberger Technology submitted a request for an informal conference
regarding several of the audit adjustments, including the auditor’s treatment of
Schlumberger Limited as a single unitary business with Schlumberger Technology and
the inclusion of 20% of Schlumberger Limited’s dividends received from foreign
corporations in its apportionable income. The informal conference decision made some
adjustments to Schlumberger Technology’s tax liability but affirmed the auditor’s
conclusion that Schlumberger Technology and Schlumberger Limited were a unitary
business. The decision also concluded that Schlumberger Technology was required to
include 20% of Schlumberger Limited’s foreign dividend income in its apportionable
income.
               Schlumberger Technology filed a formal appeal to the Office of
Administrative Hearings contesting several issues from the informal conference decision.
During these proceedings, Schlumberger Technology filed a motion for partial summary
judgment, arguing
               [t]hat Alaska statutes, after adoption of the Water’s Edge Act
               (AS 43.20.[145]), do not permit the Department of Revenue
               to assess the Taxpayer based on amounts received by a
               related foreign corporation (Schlumberger Limited) that were
               earned outside the United States, were not connected with a
               business conducted in the United States, and were not earned
               within the U.S. Water’s Edge.
For the purpose of this motion, Schlumberger Technology asked the administrative law
judge to assume that Schlumberger Technology and Schlumberger Limited were a



      5
          (...continued)
                       or more.

                                            -4-                                   6924
unitary business under Alaska law. Schlumberger Technology argued that if the
administrative law judge decided in favor of Schlumberger Technology on the water’s
edge issue, it would not be necessary to reach any other issues in the appeal.
              The administrative law judge denied Schlumberger Technology’s partial
summary judgment motion, explaining that “Alaska’s change to water’s edge accounting
geographically limited the types of corporations, other than oil and gas corporations, that
were included in the unitary group for the purpose of determining the total apportionable
income.” (Emphasis in original) The administrative law judge stated that the water’s
edge statute “did not geographically limit the types of income to be included in the total
apportionable income from the corporations included within the unitary group.”
(Emphasis in original) Accordingly the administrative law judge ruled that the foreign
dividends in question were related to Schlumberger Limited’s regular business
operations and that Alaska’s apportionment methodology should be applied to determine
Schlumberger Technology’s taxable income.
              Shortly after this order, Schlumberger Technology stipulated to “withdraw[]
its appeal of any disputed issues in its appeal of [the Department’s] informal conference
decision other than those issues ruled on in the order denying Schlumberger
Technology’s partial summary judgment motion,” including “issues related to unity,
business income, or otherwise identified in its Notice of Appeal of Informal Conference
Decision, dated October 20, 2008.” On February 10, 2010, the administrative law judge
issued a final administrative order incorporating the denial of Schlumberger
Technology’s summary judgment motion and affirming the informal conference
decision.
              Schlumberger Technology appealed the final administrative order to the
superior court. The superior court affirmed the administrative law judge’s decision that
Schlumberger Limited’s foreign dividends should be included in Schlumberger

                                           -5-                                       6924

Technology’s apportionable income. The superior court determined that Schlumberger
Technology had failed to preserve its argument that the taxation of these foreign
dividends would violate the Commerce Clause and the Foreign Commerce Clause of the
United States Constitution because Schlumberger Technology had stipulated to withdraw
this issue from consideration.6
III.   STANDARD OF REVIEW
              The interpretation of a stipulation is a question of law to which we apply
our independent judgment.7 We also independently review the merits of an agency’s
decision when the superior court is acting as an intermediate appellate court in an
administrative matter.8
              In a similar case, we ruled that the determination “whether a particular
[Internal Revenue Code] provision is excepted to or modified by [ANITA] . . . is a matter
of pure statutory construction which is not within the particular expertise of the
[Department of Revenue] and which requires us to exercise our independent judgment.”9
In matters of statutory construction, we interpret “statutes according to reason,




       6
              Article I, Section 8 of the U.S. Constitution provides in pertinent part: “The
Congress shall have Power . . . [t]o regulate Commerce with foreign Nations, and among
the several States, and with the Indian Tribes.”
       7
              DeNardo v. Calista Corp., 111 P.3d 326, 329 & n.3 (Alaska 2005).
       8
             Griswold v. Homer City Council, 310 P.3d 938, 940 (Alaska 2013) (quoting
Shea v. State, Dep’t of Admin., Div. of Ret. & Benefits, 267 P.3d 624, 630 (Alaska
2011)).
       9
            State, Dep’t of Revenue v. OSG Bulk Ships, Inc., 961 P.2d 399, 403 n.6
(Alaska 1998).

                                            -6-                                       6924

practicality, and common sense, taking into account the plain meaning and purpose of
the law as well as the intent of the drafters.”10
IV.    DISCUSSION
              Schlumberger Technology argues that under the Internal Revenue Code,
domestic corporations are taxed on their worldwide income, but entitled to claim a tax
credit against their United States income tax liability for taxes paid to foreign countries.11
Foreign corporations, on the other hand, are taxed differently. Under Internal Revenue
Code § 882, foreign corporations like Schlumberger Limited are taxed only on their
“taxable income which is effectively connected with the conduct of a trade or business
within the United States.”12 Schlumberger Technology argues that since ANITA has no
explicit exception for Internal Revenue Code § 882, this sourcing rule is incorporated by
reference.13 Thus, Schlumberger Technology argues that the foreign dividends paid to
Schlumberger Limited should not have been included in its taxable income under
ANITA.
              In response, the State argues that the provisions of ANITA apply to all
business income of the taxpayer, not just income derived from sources in the United
States.14 The State argues that ANITA uses the “formula apportionment” described in



       10
              Marathon Oil Co. v. State, Dep’t of Natural Res., 254 P.3d 1078, 1082
(Alaska 2011) (quoting Native Vill. of Elim v. State, 990 P.2d 1, 5 (Alaska 1999))
(internal quotation marks omitted).
       11
              26 U.S.C. § 901(b)(1) (2012).
       12
              26 U.S.C. § 882(a)(1) (2012).
       13
              See AS 43.20.021(a).
       14
              Alaska Statute 43.19.010, art. IV ¶ (1)(a) provides:
                                                                               (continued...)

                                             -7-                                        6924

the Multistate Tax Compact to calculate the local portion of a taxpayer’s business income
regardless of United States or foreign origin. The State thus argues that the sourcing
rule contained in Internal Revenue Code § 882 is inconsistent with this “formula
apportionment” methodology.
       A.	       The Federal Sourcing Rules Governing Foreign Dividends Are
                 Inconsistent With The Allocation Required By AS 43.20.145(b)(1).
                 Under ANITA a corporation that is a member of an “affiliated group”15
must file a return using the “water’s edge combined reporting method.”16 Under the
water’s edge combined reporting method, “the only corporations besides the taxpayer
that may be included in the return” are corporations that are part of a unitary business
with the taxpayer and satisfy certain tests for domestic business activity.17 In this case,
the informal conference decision concluded that Schlumberger Technology and
Schlumberger Limited were members of an affiliated group, that Schlumberger Limited
was engaged in a unitary business with Schlumberger Technology, and that
Schlumberger Limited met the test for domestic activity because its “property, payroll,


       14
            (...continued)
                  “Business income” means income arising from transaction
                  and activity in the regular course of the taxpayer’s trade or
                  business and includes income from tangible and intangible
                  property if the acquisition, management, and disposition of
                  the property constitute integral parts of the taxpayer’s regular
                  trade or business operations.
       15
             An “ ‘affiliated group’ means a group of two or more corporations in which
50 percent or more of the voting stock of each member of the group is directly or
indirectly owned by one or more . . . common owners, or by one or more of the members
of the group[.]” AS 43.20.145(h)(2).
       16
                 AS 43.20.145(a).
       17
                 AS 43.20.145(a) & (h)(4).

                                                -8-	                                 6924

and sales factors in the United States average[d] 20 percent or more.”18               These
conclusions are not at issue in this appeal.
              The net business income of an affiliated group is subject to apportionment
under the Multistate Tax Compact.19 Under the Compact, a corporation’s in-state income
is determined by multiplying “[a]ll business income” by an apportionment fraction,
which is the average of three factors — the property factor, the payroll factor, and the
sales factor.20 These factors are intended to measure in-state income by comparing a
corporation’s in-state business activities with its worldwide business activities.21
              ANITA adopts by reference certain provisions of the Internal Revenue
Code,22 including the provisions on income taxes23 and the provisions on procedure and


       18
              See AS 43.20.145(a)(4).
       19
              AS 43.19.010; AS 43.20.142.
       20
              AS 43.19.010, art. IV, ¶ 9.
       21
            State, Dept. of Revenue v. OSG Bulk Ships, Inc., 961 P.2d 399, 404 (Alaska
1998). In OSG, we explained,
              These three factors are fractions; each is calculated by
              dividing the in-state amount of the taxpayer’s subject
              business activity by the worldwide amount of the taxpayer’s
              subject activity. AS 43.19.010, art. IV, ¶¶ 10, 13, 15. For
              example, the property factor is calculated by dividing the
              average value of the taxpayer’s property owned or rented and
              used in Alaska during the tax period by the average value of
              all of its property owned or rented and used during that
              period. AS 43.19.010, art. IV, ¶ 10.
Id. at 404 n.9.
       22
              See AS 43.20.021(a).
       23
              26 U.S.C. §§ 1-1399 (2012).

                                            -9-                                        6924

administration.24 These provisions have “full force and effect . . . unless excepted to or
modified” by other provisions of ANITA.25
             But the Internal Revenue Code does not use the same apportionment
formula as the Multistate Tax Compact. Instead, the Internal Revenue Code uses various
“sourcing rules” to determine whether a taxpayer’s income is derived from a source
inside or outside the United States.26
             Schlumberger Technology relies on Internal Revenue Code § 882, a rule
that excludes income of foreign corporations not connected to a trade or business within
the United States:
             (1) In general. – A foreign corporation engaged in trade or
             business within the United States during the taxable year
             shall be taxable . . . on its taxable income which is effectively
             connected with the conduct of a trade or business within the
             United States.

             (2) Determination of taxable income. – In determining
             taxable income for purposes of paragraph (1), gross income
             includes only gross income which is effectively connected
             with the conduct of a trade or business within the United
             States.[27]
This provision requires the exclusion of all foreign dividend income received by a
foreign corporation because these dividends are not “effectively connected with the
conduct of a trade or business within the United States.”


      24
             26 U.S.C. §§ 6001-7872 (2012).
      25
             AS 43.20.021(a).
      26
             See 26 U.S.C. §§ 861-865 (general source rules); 26 U.S.C. §§ 871-898
(nonresident aliens and foreign corporations).
      27
             26 U.S.C. § 882(a)(1)-(2).

                                           -10-                                     6924

             Another sourcing provision excludes all dividends received from a foreign
corporation if less than 25% of the gross income of that foreign corporation was
effectively connected with the conduct of a trade or business within the United States.28
Conversely, if the foreign corporation paying the dividends earns 25% or more of its
gross income in the United States, then the same percentage of its dividends will be
included in the taxpayer’s taxable income.29         This means that even a domestic
corporation receiving dividends from a foreign corporation could exclude a significant
amount of dividends related to foreign operations.
             Alaska Statute 43.20.145(b)(1), however, provides for a different method
of calculating the taxable portion of foreign dividends earned by an Alaskan taxpayer.
This statute simply requires the corporate taxpayer to exclude 80% of dividend income
received from foreign corporations, whether the reporting corporation is foreign or
domestic.30 As noted above, the net business income of the group is then subject to
apportionment under the Multistate Tax Compact to determine the group’s in-state
income.
             In State, Department of Revenue v. OSG Bulk Ships, Inc., we considered
a similar conflict — whether Internal Revenue Code § 883, the provision which excluded
foreign shipping income from federal taxable income, had been “excepted to or modified
by” other provisions of ANITA.31 We concluded that it would be inconsistent with the


      28
             26 U.S.C. § 861(a)(2)(B).
      29
              Id. Dividends included in this way will always exceed 25%, because the
federal statute will include dividend income only if at least 25% of the foreign
corporation’s gross income is connected to trade or business in the United States.
      30
             AS 43.20.145(b)(1).
      31
             961 P.2d 399, 402-403 (Alaska 1998).

                                          -11-                                     6924

Multistate Tax Compact to exclude “an entire class of foreign-earned income.”32 This
conclusion remains true despite the developments we describe below: the sourcing
provisions of the Internal Revenue Code continue to be fundamentally inconsistent with
the formula apportionment required by the Multistate Tax Compact.
              In this case, the Internal Revenue Code sourcing provisions exclude most
dividends related to foreign operations, and exclude all foreign dividends received by a
foreign corporation. Alaska Statute 43.20.145(b)(1) excludes 80% of foreign dividends,
but makes no distinction for foreign dividends received by a foreign corporation. These
two formulas are simply inconsistent. We thus conclude that the formula provided by
AS 43.20.145(b)(1) is an exception to the Internal Revenue Code provisions that would
otherwise be incorporated by reference.
       B.	    The Adoption Of The “Water’s Edge” Statute Did Not Change The
              Types Of Income That Must Be Reported.
              In 1991 the legislature adopted the “water’s edge” method for calculating
taxable income for affiliated corporations.33 Alaska Statute 43.20.145(a) provides that
a corporation “shall file a return using the water’s edge combined reporting method” and
defines the members of the affiliated group that must be included on a taxpayer’s return
using the water’s edge method.34 The “water’s edge” statute generally excludes “foreign
companies that do not conduct at least 20% of their business activities in the United
States.”35   Schlumberger Technology argues that the rationale of OSG has been




       32
              Id.
       33
              Ch. 11, §§ 1-4, SLA 1991.
       34
              AS 43.20.145(a)(1).
       35	
              Id.

                                          -12-	                                   6924

superseded by this legislation, explaining that the exclusion of foreign companies in the
water’s edge statute is evidence of a legislative intent to exclude all foreign income.
              In the agency proceedings, the administrative law judge concluded that
“Alaska’s change to water’s edge accounting geographically limited the types of
corporations, other than oil and gas corporations, that were included in the unitary group
for the purpose of determining the total apportionable income.” (Emphasis in original.)
The administrative law judge explained that the water’s edge statute “did not
geographically limit the types of income to be included in the total apportionable income
from the corporations included within the unitary group.” (Emphasis in original.)
              This construction is consistent with the language that the legislature used
to define the critical term in this statute: “ ‘water’s edge combined reporting method’
means a reporting method in which the only corporations besides the taxpayer that may
be included in the return are the corporations listed in [AS 43.20.145(a)].”36 This
language limits the corporations that must be joined in a return; it does not limit the types
of income that must be reported.
              In addition, the section of the statute that provides for the allocation of
foreign dividends was included in the same enactment as the water’s edge amendment.37
This section provides for the exclusion of only 80% of the dividend income received
from foreign corporations.38 It thus seems unlikely that the legislature intended the
water’s edge amendment to have the effect of excluding all dividend income received by
a foreign corporation. To give effect to both of these provisions we must adopt the same
construction as the administrative law judge — the water’s edge provision in AS


       36
              AS 43.20.145(h)(4).
       37
              Ch. 11, § 3, SLA 1991.
       38
              See AS 43.20.145(b)(1).

                                            -13­                                       6924
45.20.145(a) was intended to designate the corporations that must be joined in a
taxpayer’s return, and the allocation provision in AS 45.20.145(b) was intended to
designate the portion of the foreign dividend income to be reported by those
corporations. Construed in this fashion, the water’s edge provision is consistent with our
decision in OSG.
      C.	    The Legislature Did Not Incorporate All Of The Federal Sourcing
             Rules When It Passed AS 43.20.021(h).
             In response to OSG,39 the legislature passed an amendment to ANITA,
which provides, “Nothing in this chapter or in AS 43.19 (Multistate Tax Compact) may
be construed as an exception to or modification of 26 U.S.C. 883.”40 Schlumberger
Technology argues that by passing this amendment, the legislature required that the
federal sourcing provisions must be followed when computing Alaska taxable income.
             Schlumberger Technology’s argument goes too far. The language of the
statute refers to 26 U.S.C. § 883, which excludes from gross income “[i]ncome of foreign
corporations from ships and aircraft”41 and “[e]arnings derived from communications
satellite systems.”42 These exclusions are specific to narrow categories of income
derived from specific sources. Nothing in the language of AS 43.20.021(h) purports to
dismantle the provisions of ANITA that incorporate the apportionment formula required
by the Multistate Tax Compact. Moreover, the language of this statute does not refer to
our conclusion in OSG that the term “all business income” as used in ANITA and the



      39
             Minutes, House Labor & Commerce Comm. Hearing on H.B. 472, 20th
Leg. (Mar. 30, 1998).
      40
             AS 43.20.021(h).
      41
             26 U.S.C. § 883(a).
      42
             26 U.S.C. § 883(b).

                                          -14-	                                     6924

Multistate Tax Compact “encompasses all income of a business origin, without reduction
for any class of income of foreign origin.”43
               Schlumberger Technology argues that “if [Internal Revenue Code]
Section 883 has been adopted by AS 43.20.021(a), [then Internal Revenue Code] Section
882, of which Section 883 is merely a ‘subset,’ cannot be ‘impliedly’ excepted from
adoption by AS 43.20.021(a).” We disagree. The legislature apparently made a decision
to incorporate the income exclusions contained in § 883 for certain categories of foreign
income. But this decision does not change the fact that the federal sourcing rules are
generally inconsistent with the apportionment formula required by ANITA. And the
exclusion of other categories of foreign income does not change the fact that the total
exclusion of foreign dividends under Internal Revenue Code § 882 is simply inconsistent
with the 80% exclusion provided by AS 43.20.145(b)(1).
         D.	   Schlumberger Technology Intentionally Withdrew Its Constitutional
               Claim.
               Finally, Schlumberger Technology argues that ANITA violates the
Interstate Commerce Clause and the Foreign Commerce Clause of the United States
Constitution because the statute discriminates against dividends paid by foreign
corporations in favor of dividends paid by domestic corporations.44 The State responds
that Schlumberger withdrew this claim in a stipulation filed during the agency
proceedings. The superior court agreed with the State, concluding that Schlumberger
Technology waived this claim.




         43
               State, Dep’t of Revenue v. OSG Bulk Ships, Inc., 961 P.2d 399, 405 (Alaska
1998).
         44
             See, e.g., Kraft Gen. Foods, Inc. v. Iowa Dep’t of Revenue & Fin., 505 U.S.
71, 75 (1992).

                                           -15-	                                   6924
              The record reflects that Schlumberger Technology did raise this claim in
its notice of appeal to the office of administrative hearings.45 As detailed above, the
administrative law judge denied Schlumberger Technology’s motion for a summary
ruling that ANITA excluded foreign dividends received by a foreign corporation that is
part of a taxpayer’s affiliated group. After this denial order, the parties entered into a
stipulation that stated that “Schlumberger [Technology] hereby withdraws . . . any
potential disputed issues not addressed [in the denial order] including any such issues .
. . otherwise identified in its Notice of Appeal[.]” The administrative law judge
accordingly entered a final decision in the State’s favor, noting that Schlumberger
Technology “maintains the right to appeal the issues ruled on in [the denial] order.”
              Schlumberger Technology contends that it did not explicitly waive this
constitutional argument. But the stipulation submitted to the administrative law judge
specifically withdrew any issues that were not addressed in the denial order, including
any issues identified in the notice of appeal. The notice of appeal specifically included
this constitutional issue, but the denial order did not address it. Therefore, the stipulation
to conclude the agency proceedings also withdrew the constitutional issue that
Schlumberger Technology is now attempting to raise.
              Furthermore, the State asserts that, given the opportunity, it could make a
factual record that ANITA contains sufficient “taxing symmetry” to satisfy the federal
constitution. Thus, it is not appropriate in this case for us to address this issue
independently of the administrative process. We generally require an administrative
claimant to exhaust its administrative remedies before making a claim in court, unless


       45
             Paragraph 3 of the notice of appeal states: “Taxpayer contests the disparate
treatment afforded domestic corporations allowing for greater dividend received
deductions than allowed for foreign corporations, and the failure to provide requisite
mitigating factor relief.”

                                            -16-                                        6924
the claim involves only a pure issue of law that requires no factual context.46 When
considering constitutional questions in the context of agency adjudication we have said
that
              requiring exhaustion is particularly appropriate where a
              complainant raises both constitutional and non-constitutional
              issues . . . because successful pursuit of a claim through the
              administrative process could obviate the need for judicial
              review of the constitutional issues.[47]
The potential factual dispute here supports our decision to hold Schlumberger to the
terms of its stipulation. We agree with the superior court’s conclusion that this
constitutional issue was intentionally withdrawn.
V.     CONCLUSION
              We conclude that the Internal Revenue Code provision that requires a
foreign corporation to report only income “connected with the conduct of a trade or
business within the United States” has not been adopted by reference because it is
inconsistent with the formula provided by ANITA. We also conclude that Schlumberger
Technology intentionally withdrew its claim that this reading of ANITA would violate
the United States Constitution. We therefore AFFIRM the superior court’s decision
affirming the decision of the Department of Revenue.




       46
              See Doubleday v. State, Commercial Fisheries Entry Comm’n, 238 P.3d
100, 107 (Alaska 2010) (stating that “only the purest legal questions, requiring no factual
context, are exempt from the exhaustion requirement”).
       47
            Standard Alaska Prod. Co. v. State, Dep’t of Revenue, 773 P.2d 201, 207
(Alaska 1989) (citing Ben Lomond, Inc. v. Municipality of Anchorage, 761 P.2d 119, 122
(Alaska 1988)).

                                           -17-                                      6924
