Microsoft SEC 8-K: IRS is seeking an additional tax payment of $29B (opens in new tab)

Transfer pricing is sort of just a pile of black magic. Microsoft's American business is required to charge their European subsidiary some "fair market price" for the Windows intellectual property, but what is a fair price for a license to sell Windows on the European continent? Unlike with fungible goods, there is no established market for this product that the IRS can easily refer to.

In this case Microsoft is saying that some amount of their IP was developed by their overseas subsidiary and thus doesn't need to be included in the transfer pricing calculation, so in their process of making up imaginary amounts of money to charge themselves for their own products they also need to deduct that. If e.g. most of the Windows networking stack was created in Germany they need to figure out what percentage of the value of the overall Windows IP is added by the ability to connect to the internet.

Understandably, it's possible for reasonable observers to disagree on the values chosen here, this is not a case of black and white corporate misconduct (tax issues essentially never are).

Additional remarks on the Microsoft blog (also included in the 8-K filing): https://blogs.microsoft.com/on-the-issues/2023/10/11/update-...

> Today, we’re sharing an update about our ongoing audit with the U.S. Internal Revenue Service (IRS), [… which has been investigating] how we allocated our income and expenses for tax years beginning as far back as 2004. […] The IRS says Microsoft owes an additional $28.9 billion in tax for 2004 to 2013, plus penalties and interest.

“Many large multinationals use cost-sharing because it reflects the global nature of their business.”

A comparable example might be Apple, where sales of my (american) app being sold from (american) servers somehow curiously involves the Republic of Ireland and their low corporate tax rates…

The infraction happened in 2004-2013. So that would be over three billion dollars per year.

Microsoft’s operating income in fiscal year 2005 was about $15B and in 2013 almost $27B. So you can kind see where the IRS is getting this number: if they believe that Microsoft evaded tax worth about 10-15% of its earnings before taxes, that’s how it would add up to this whopping sum.

It seems like Microsoft believes they can settle for something much lower. The stock price doesn’t seem to be hurting pre-market at all.

I know we're not supposed to editorialize the titles, but this one really buries the lede.

Wow. “The IRS says Microsoft owes an additional $28.9 billion in tax for 2004 to 2013, plus penalties and interest.”

No wonder why they’re talking about charging for windows 12 features, has to come from somewhere!

No message about how greedy Europe wants to steal money from big tech, yada yada yada. Oh, it's the USA this time? Wait, does this mean that these big tech were really not paying their fair share and the USA was just slow to get caught to it? I guess so.

This spells bad news for "MICROSOFT B.V.", the famous Dutch software company that has reported being responsible for billions of revenue of the Microsoft Corporation over those years.

Authoritative source at:

https://www.sec.gov/Archives/edgar/data/789019/0001193125232...

It's the sixth identical post today :D

https://hn.algolia.com/?dateRange=last24h&page=0&prefix=true...

There should never be a gap this big unless fraud or evasion is involved. If the rules are that vague it needs to change.

Yea hello it’s Mr Smith here from the tax department. I’ve just been reviewing your file and it seems that you are a little short in your tax payments by…… let’s seeeee ……. ummmm …… yes, $29,000,000,000. Can you pay it now please?

Going back almost 20 years has got to be painful. I doubt half of the people involved are even still at the company.

From the blog post[1]: "It is important to note that the IRS Appeals process will take several years to complete, and if we are unable to come to a direct agreement with the IRS, Microsoft will then have an opportunity to contest any unresolved issues through the courts."

[1] https://blogs.microsoft.com/on-the-issues/2023/10/11/update-...

Isnt the statute of limitations for collecting taxes 10 years?

2004 is 19 years...

wow. they stole almost a hundred dollars worth of taxes from every american man, woman, and child. $87 by my calculation, that will be up well over 100 dollars accounting for inflation. Depending on how long they drag it out for in the courts maybe even 200

Is this an issue unique to Microsoft, or did other similar companies receive the same type of notice?

>>> Item 8.01. Other Information On October 11, 2023, Microsoft Corporation announced the receipt of Notices of Proposed Adjustment (“NOPAs”) from the Internal Revenue Service (the “IRS”) for the tax years 2004 to 2013. The NOPAs were received on September 26, 2023. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. As of September 30, 2023, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest ...

So MS income for 2023 was 211 BN, EBIT on that was 88BN. So being asked to give back 28.9BN is a big hit on anyone's scale, but it's "just" 3BN a year (2004-13) on annual profits of ~88BN - so it's not like it's their whole business model.

Intra-company transfers are a tricky way to move assets and liability around inside a firm - because it's not "really" selling there can be a lot of creativity. For example Starbucks was accused over many years of having foreign subsidiaries "purchase" coffee beans from Seattle at a price that co-incidentally matched the foreign subsidiaries operating profit - essentially meaning only the seattle firm made a profit and so only they had to pay tax.

Something similar is being suggested here. It's not clear what.

However it's worth noting that some years ago Biden announced major new funding for IRS to go after big firms. If this is part of that and if this comes to some agreement in a few years it will pay for that whole initiative several times over.

Interesting

> Microsoft had shifted at least $39 billion in U.S. profits to Puerto Rico, where the company’s tax consultants, KPMG, had persuaded the territory’s government to give Microsoft a tax rate of nearly 0%. Microsoft had justified this transfer with a ludicrous-sounding deal: It had sold its most valuable possession — its intellectual property — to an 85-person factory it owned in a small Puerto Rican city.

(2020) https://www.propublica.org/article/the-irs-decided-to-get-to...

Maybe they can sell Github to a company that is more aligned with long term FOSS interests?

When was the last time a major corporation went bankrupt for failing to pay its taxes?

Here’s what’s going on:

-Companies that operate internationally make revenue and incur costs in many different countries.

-As a result, they owe taxes to many different national authorities.

-Each national authority has rules for how costs and revenues are accounted across borders.

-These rules are necessarily complex, because it’s often not clear how costs and asset transfers should be accounted from simple first principles.

-This is particularly important when accounting costs across countries, because taxable income is often based on your costs.

-For example in the US, Federal taxable income equals gross income MINUS the cost of goods sold.

-In a multinational, one critical question in figuring out costs is how to value transfer prices of goods, intangibles, and services among enterprises under common ownership.

-That is, if the U.S. division of company A and a division of company A in another country exchange assets or services, the question of how they price those goods to one another becomes important for tax reasons.

-Typically there’s a lot of accountants with spreadsheets or a software system where all this is calculated, monitored, invoiced, booked, and reconciled.

-Accounting and services for this is typically called “transfer pricing.”

-To determine how to account for these costs, each national regulator has very specific rules.

-The question is whether Microsoft adhered to these rules in how it accounted for costs and revenues between its U.S. and international entities.

-These disputes go through a very long back and forth process that often culminates in litigation, which itself can last years, or settlement.

-Microsoft says, “Because our subsidiaries shared in the costs of developing certain intellectual property, under those IRS cost-sharing regulations, the subsidiaries were also entitled to the related profits.”

-So it looks like the dispute centers around how to account for “the costs of developing intellectual property”, which can be hard if you’re developing software globally.

-Finally, there’s one aspect to consider when you see these $XXB figures. At the size of certain very big corporations like Microsoft or Apple, money does not behave like it does for you, or me, or even Sequoia Capital.

-Microsoft’s market cap is $2.4T. At that scale, money enters a kind of different state of matter.

-Money’s purpose is primarily to coordinate economic activity, especially when you’re talking about non-negligible amounts for multinationals.

-So payments among the revenue agencies of various countries and their very large private multinationals are in kind of a closed loop where they mainly have complex macroeconomic effects.

-For example, the effect of increasing taxes via heightened transfer pricing scrutiny mostly moves production from one sector to another (e.g. from consumer tech to health and defense.)

-The policy and finance folks pulling the levers understand how that works, and often have their own complex set of motives.

It feels like if we just made these big companies pay what they should in taxes we'd be able to take some big steps towards health care, better schools, improving our crumbling infrastructure...

How many Game Pass subs will it take to pay the IRS?

Are there enough gamers on the planet for this?

How much is the sub for Windows 12 going to cost us now, and will that be enough to pay the IRS-piper?

The time has probably come for better global tax rules for multinational companies. It's tricky because you need multiple governments to agree but even so.

That's going to be one hell of a payment plan

Ironically, some IRS accountant must have some msft-back-taxes_v3_new_newer_final.xlsx file on their computer.

I'm in California. For the first time in 25 years, my taxes were recalculated.

I'm told I owe low five figures from three of the last ten years.

California has no limit on how far they can go back.

I file taxes with common software. No crazy deductions and mostly W2.

I made someone mad or "they" are feeling the capital flight and looking to fill the treasury.

Balmer got out when the getting was good.

The citizens of Ukraine and Israel will be very grateful.

So... Amy Hood is out, right? Accountability and all.

  > Not reflected in the proposed adjustments are taxes paid by Microsoft under the Tax Cuts and Jobs Act (TCJA), which could decrease the final tax owed under the audit by up to $10 billion. 

So even by Microsoft's own admission they owe around $20B (instead of $30B) which they "forgot" to pay.

I 100% believe that it was a good faith mistake, and it still is.

Wonder why the stock hasn't taken a huge hit after the news. $28.9bln sounds like a lot. Maybe investors think MS will find a way to reduce the amount or pull of an extremely long term repayment plan?

>As of September 30, 2023, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings. We do not expect a final resolution of these issues in the next 12 months. Based on the information currently available, we do not anticipate a significant increase or decrease to our tax contingencies for these issues within the next 12 months.

Maybe it's because they won't face the music for at least a year.