DISSENTING OPINION BY
Judge SMITH-RIBNER.I respectfully dissent from the Majority’s decision denying Exceptions filed by the Department of Revenue to this Court’s February 2, 2005 Opinion and Order. See First Union Nat’l Bank v. Commonwealth of Pennsylvania, 867 A.2d 711 (Pa.Cmwlth.2005). The Court reversed the decision of the Board of Finance and Review (Board), which upheld the Depart*115ment’s recomputation of the Bank and Trust Company Shares Tax (Shares Tax) assessment against North Bank pursuant to Article VII, Sections 701-706 of the Tax Reform Code of 1971 (Tax Code), Act of March 4, 1971, P.L. 6, as amended, 72 P.S. §§ 7701-7706. The Department’s recom-putation increased North Bank’s Shares Tax to $28,461,115 based on the taxable amount of its shares as of January 1,1999, reflecting the February 26, 1998 merger of South Bank (which conducted no business in Pennsylvania) into North Bank, and the April 28, 1998 merger between North Bank and CoreStates Bank, leaving North Bank as the sole surviving bank.
The Department audited North Bank’s Shares Tax Return, which combined its historical book values with that of CoreS-tates for the period 1993 through April 28, 1998 but failed to combine South Bank’s historical book values for 1993 through February 26, 1998, the date of its merger into North Bank. North Bank filed its petition for refund raising objections to the assessment, which this Court erroneously accepted in reversing the Board (comprised of Pennsylvania Treasurer, Auditor General, Attorney General, Secretary of the Commonwealth, Secretary of Revenue and General Counsel).1 North Bank contended that South Bank was not an “institution” as the term is defined under Section 701.1 of the Tax Code, added by Section 2 of the Act of December 17, 1982, P.L. 1385, 72 P.S. § 7701.1, because South Bank had no contacts with Pennsylvania prior to the merger. Therefore, according to North Bank, the pre-merger book values of South Bank should not be added to North Bank’s book values to compute its Shares Tax.
Section 701.1 of the Tax Code provides that every “institution” must file a report in writing setting forth the full number of shares of its capital stock as of the preceding January 1 and the taxable amount of those shares. The term “institution” is defined as a “bank operating as such and having capital stock which is ... located within this Commonwealth.” Section 701.5 of the Tax Code, added by Section 17 of the Act of June 16, 1994, P.L. 279, 72 P.S. § 7701.5. Under the statutory scheme, the taxable value as of January 1 is computed by adding the book value of capital stock for the current and preceding five years and then dividing that sum by six. Section 701.1(a), 72 P.S. § 7701.1(a). Under the “combination provision” of the Tax Code, any combination of two or more institutions into one shall be treated as though the constituent institutions had been a single institution prior to as well as after the combination, and the book values constituent institutions shall be combined. See Section 701.1(c)(2), 72 P.S. § 7701.1(c)(2).
North Bank argued in its appeal to this Court that because South Bank was not subject to the Shares Tax the pre-merger six-year average of its book value was incorrectly included in computing North Bank’s Shares Tax. I agree with the Department that, because the “combination provision” in Section 701.1 of the Tax Code was silent as to the method of calculating the Shares Tax for an institution that merged with a non-institution bank, the Department properly exercised its authority and expertise by applying the only method provided by the legislature. As of January 1, 1999, the value of North Bank included the combined values of South Bank and North Bank. After the February 1998 merger South Bank no longer exist*116ed, and all of its assets as of that time were placed within the jurisdiction of this Commonwealth where North Bank conducted business. Although South Bank conducted no business here its value at the time of merger became part of North Bank’s value, and, consequently, it too became subject to the Commonwealth’s Shares Tax assessment as of January 1999. To avoid any assessment against extraterritorial value, the Department apportioned the taxable value attributable to Pennsylvania based on South Bank’s payroll, receipts and deposits in accordance with Section 701.4, added by Section 17 of the Act of June 16, 1994, P.L. 279, 72 P.S. § 7701.4. As the Department’s interpretation and application of the relevant Tax Code provisions were not clearly erroneous, the Court should afford deference to the Department’s determination.
The Court readily acknowledged in its February 2005 opinion that the legislature had not enacted a provision specifying a formula’for the calculation of Shares Tax when an institution bank merges with a bank that does not meet the- definition of an institution. Notwithstanding its acknowledgment of that fact, the Majority determined that the ambiguity in the statute must be resolved in favor of the taxpayer, citing, among other cases, the Pennsylvania Supreme Court’s decision in McNeil-PPC, Inc. v. Commonwealth, 575 Pa. 50, 834 A.2d 515 (2003).
In McNeil-PPC the issue was simply whether during an audit the Department must adjust for the taxpayer’s underpayment as well as overpayment of taxes, and if it conducts a use tax audit whether it must grant credits for sales tax overpay-ments. Clearly, under 'McNeil-PPC, where the taxpayer had overpaid taxes to the Department, any ambiguity in tax refund and/or audit scope provisions of the applicable taxing legislation obviously should be construed, as the court did there, in favor of the taxpayer. That, however, is not the issue before this Court. The present case involves complex tax considerations and a determination by the Department based on its expertise to recompute the Shares Tax assessment against an institution that merged in February 1998 with a bank that did no business in Pennsylvania and then that merged the same year with another institution.
The Department was guided by the decision in Fidelity Bank, N.A. v. Commonwealth, 165 Pa.Cmwlth. 524, 645 A.2d 452 (1994), where the Court sanctioned the Department’s use of the six-year average value as a reliable reflection of the value of a taxpayer’s shares in the current tax year. Specifically, the Court reasoned:
The values of the shares in the preceding five years is part of the calculation only to determine a reliable reflection of the value of shares to be taxed in the current year, the shares from previous years are not “retaxed”. The purpose of determining a reliable value of property subject to tax is certainly a legitimate purpose and based on the expert testimony this averaging method is a rational means to that purpose. Moreover, the possible taxing schemes discussed in [McKesson Corp. v. Division of Alcoholic Beverages and Tobacco, Department of Business Regulation of Florida, 496 U.S. 18, 110 S.Ct. 2238, 110 L.Ed.2d 17 (1990) ] specifically include retroactively imposing a higher excise tax on taxpayers who have previously paid a tax on those same products in a prior year. Accordingly, we find no due process violation in the retroactivity of the taxing scheme imposed by the 1989 amendments.
Id., 645 A.2d at 460 (citation omitted). Under Fidelity Bank the Department may consider historical value data, including *117South Bank’s historical book value, in computing the current value of North Bank’s shares as of January 1, 1999. There is nothing in Fidelity Bank or any other authority cited by the Majority that poses an impediment to the approach followed by the Department here.
In Tool Sales & Service Co., Inc. v. Commonwealth, 536 Pa. 10, 637 A.2d 607 (1993), the Pennsylvania Supreme Court articulated a settled rule that it applied in that case, which involved the Department’s calculation of a corporate taxpayer’s capital stock value for tax purposes. The rule applies equally here:
It is a well established principle of administrative law that agencies are entitled deference in interpreting the statutes they enforce. Other courts in this Commonwealth have held that an administrative agency’s interpretation should be overturned or disregarded only for cogent reasons or where it is “clearly erroneous”. Where the statutory scheme is as technically complex as the Tax Reform Code, “a reviewing court must be even more chary to substitute discretion for the expertise of the administrative agency.” The court in SmithKline [Beckman Corp. v. Commonwealth, 85 Pa.Cmwlth. 437, 482 A.2d 1344 (1984), aff'd per curiam, 508 Pa. 359, 498 A.2d 374 (1985) ] held that “Department of Revenue Regulations interpreting the Tax Reform Code will not be disregarded by this court unless clearly inconsistent with the code,” SmithKline, 482 A.2d at 1354, 1356.
Tool Sales & Service Co., 536 Pa. at 22, 637 A.2d at 613 (citations omitted). This Court should adopt the well-settled principles enunciated above, and, accordingly, it should refrain from substituting its discretion for the expertise of the Department in this case. The Department applied a formula for recomputing North Bank’s Shares Tax that was consistent with the holding in Fidelity Bank and with Section 701.1 of the Tax Code. I therefore would grant the Department’s Exceptions to the Court’s decision in First Union Nat’l Bank v. Commonwealth.
. See Section 405 of The Administrative Code of 1929, Act of April 9, 1929, P.L. 177, as amended, 71 P.S. § 115, and Section 302 of the Commonwealth Attorneys Act, Act of October 15, 1980, P.L. 950, as amended, 71 P.S. § 732-302.