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Microsoft SEC 8-K: IRS is seeking an additional tax payment of $29B

215 points| raimue | 2 years ago |microsoft.gcs-web.com

308 comments

order

thurn|2 years ago

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).

JKCalhoun|2 years ago

Is this basically the Double Irish With a Dutch Sandwich?

stainablesteel|2 years ago

this sounds complicated, does this sort of thing work in reverse for things "developed" in the EU and used in the US?

gjsman-1000|2 years ago

Part of me is like: 25% tariff, blanket, on everything unless there's an exemption. The list of exemptions can then be carefully curated. I don't care if it's 500 pages long for everything from honey to computer chips; but then at least we know that stupid tax stuff is unprofitable.

silverlyra|2 years ago

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.

TheJoeMan|2 years ago

“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…

drivebycomment|2 years ago

Apple pays the majority of taxes to US. They report US income and pay taxes for that to US. Ireland is involved only so far as EU income. So if your American app is sold to European users, the income is recognized as EU, and reported to Ireland.

https://fortune.com/2017/10/31/trump-tax-reform-apple-multin...

There are other possible criticisms on corporate tax and Apple, but this isn't a valid one.

nodamage|2 years ago

This is a common misconception but not actually true.

If Apple sells a copy of your app to an American customer the revenue from their royalty is booked to Apple Inc. (the U.S. company) and they would pay U.S. income tax on that sale.

The only time the sale would be booked to their Irish subsidiary is if the customer was located in Europe, or it would go to one of their other international subsidiaries depending on the specific location of the customer.

Y_Y|2 years ago

It's simple enough, an Irish company called Apple licenses its very valuable IP to its entities in cheaper countries so they can do things like manufacturing, server farms, customer support.

(It also carries on these some of these functions in Ireland, as it happens, and pays a ton of tax at the relatively high income tax rates there.)

It's frankly curious to me when a multinational chooses to base itself anywhere less favourable.

pavlov|2 years ago

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.

londons_explore|2 years ago

> The stock price doesn’t seem to be hurting pre-market at all.

Big investors will have eyes and ears inside the IRS, so will have known for years about this already.

goodbyesf|2 years ago

> It seems like Microsoft believes they can settle for something much lower.

They could hire the best lawyers, accountants, lobbyists, etc in the world. Unless someone at microsoft did something criminal, it's likely they could knock a significant portion off the tax bill.

> The stock price doesn’t seem to be hurting pre-market at all.

Microsoft's market cap is $2.5 Trillion. The one-time tax bill amounts to about 1% of its 'total value'. It's like a one time $1000 special property tax on your $100K rental property. It sucks but it's not the end of the world. Besides, even if they had to pay $30 billion in back taxes, MSFT's customers are utlimately going to pay for it, not microsoft. It doesn't affect microsoft's market share in OS, Office, Servers, etc.

blitzar|2 years ago

+ 10 years of interest and penalties, compounding.

ubermonkey|2 years ago

>It seems like Microsoft believes they can settle for something much lower.

This is almost CERTAINLY true. MSFT will be able to tie this up in court, and has tremendous motivation to do so.

dragontamer|2 years ago

> 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

Given the Stock Markets inability to predict the Twitter buyout despite public documents stating Elon Musk's contract to buy at $54.20/share throughout 2022, I'm pretty sure that stock market investors are literally illiterate, unable to read public documents.

Anyone who bought Twitter at $35/share after the contracts public disclosure knows what I'm talking about.

---------

AMC / APE for another example. Anyone who short sold AMC and bought long APE made bank this past year (before the AMC/APE stock ticker merge there were public documents in December 2022 stating AMCs intention to merge the two one-for-one)

I believe I saw an opportunity as wide as $8 for AMC and $1.50 for a legally equivalent APE a few months ago.

Literally public documents with public court signatures and everything, but so many people remaining ignorant for months, providing anyone 'who can read' an opportunity to make tons of nearly risk free money.

bagels|2 years ago

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

dredmorbius|2 years ago

Suggested alternatives:

"Microsoft on the Issues Blog – An update on our IRS tax audit"

Or:

Microsoft SEC 8-K: "IRS is seeking an additional tax payment of $28.9 billion"

(I've emailed mods to suggest these.)

thumbsup-_-|2 years ago

it's the new form of clickbait. It's so vague that you end up opening in anticipation

spandextwins|2 years ago

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_wizard|2 years ago

This is before any negotiated settlement, if they are found to have to pay at all, which will be, in all likelihood, substantially lower

us0r|2 years ago

They have over 115 Billion cash on hand.

ssss11|2 years ago

Maybe it could come from those huge executive salaries and bonuses that are many multiples higher than regular employees.

uxp8u61q|2 years ago

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.

pb7|2 years ago

It's an American company that owes American taxes. What does this have to do with Europe fining American tech companies because it can't compete?

kbelder|2 years ago

No, the equivalent would be America loading fines and tax penalties onto a large EU tech company, like...

Um...

iagooar|2 years ago

What is a "fair share" in your opinion?

darklycan51|2 years ago

Microsoft won't pay or at least not this amount, they are basically an arm of the US government at this point

personomas|2 years ago

No it doesn't. What it definitely could mean with democrats in power is the USA becoming just as insane as Europe thinking the big corporations are the "bad guys" and we have to "drill" them.

It's a Western problem, not a Europe problem. It's more so in Europe but this contagion that big corporations are evil and governments are good is growing more and more in the US too.

maartenscholl|2 years ago

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.

FireBeyond|2 years ago

Apple and others are working to explain how the majority of app and hardware sales have a nexus in Ireland.

But wait til you hear of Ugland House (https://en.wikipedia.org/wiki/Ugland_House) in the Caymans - 10,000 sq ft, 5 stories...

... and registered offices of 42,000 companies.

yieldcrv|2 years ago

Is it? These companies and that specific structure involves paying the IRS off in “Advance Pricing Agreements” where they tell the IRS how they won’t pay taxes and the IRS signs off on it

All they have to do is find the agreement

pylua|2 years ago

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

tedunangst|2 years ago

Should we measure the gap in relative or absolute terms?

OrvalWintermute|2 years ago

I can understand why an honest mistake, an accounting misinterpretation, or incorrect decision leads to a gap this big - taxes can be complex.

andrewstuart|2 years ago

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?

toyg|2 years ago

"We take credit cards. Now now, Mr. Nardella, no need to get... You say we should ask Mr. Ballmer instead? I'm afraid it doesn't really... Yes, credit cards, cheques, bank transfers. My son does everything with his app, these days, maybe you have one...? I see. So when should I call back? Never, you say? Oh."

chasd00|2 years ago

> Can you pay it now please?

well i need to talk to my accountant. btw, i see we have a detailed and exhaustive license audit scheduled for the IRS tomorrow...

raydiatian|2 years ago

Yes we kindly accept iTunes gift cards.

chung8123|2 years ago

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

sn_master|2 years ago

Microsoft has more careerists than most other tech companies. I bet plenty of the key figures are still at the company.

gigel82|2 years ago

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-...

ds|2 years ago

Isnt the statute of limitations for collecting taxes 10 years?

2004 is 19 years...

foobarbazetc|2 years ago

Not if it’s evasion.

acomjean|2 years ago

My dad’s shuttered small business was audited last century. In his case they sent a letter saying you are under an investigation for year x, they clock resets to x years after that and they can bring action anytime. At least that’s the was it was explained to very young me at the time.

RugnirViking|2 years ago

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

ciabattabread|2 years ago

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

lifeisstillgood|2 years ago

>>> 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

carapace|2 years ago

> 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...

jacquesm|2 years ago

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

onli|2 years ago

Which company would be big enough to fit that description and able to pay enough to make a dent in this big an amount?

test77777|2 years ago

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

Crosseye_Jack|2 years ago

Well even if MS are found to be liable for this tax bill, MS has in the region of $100 billion "Cash on hand" so I doubt that they will go bankrupt over this.

throwaway9274|2 years ago

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.

dbg31415|2 years ago

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...

colonCapitalDee|2 years ago

I disagree. Corporate taxes are a drag on the economy, and maximizing economic performance is probably the single most effective thing we can do to improve quality of life for everyone long term.

As an example, here's self-reported life satisfaction vs GDP per capita: https://substackcdn.com/image/fetch/f_auto,q_auto:good,fl_pr.... Similar graphs exist for life expectancy, years of education, calorie consumption, literacy rates, and so on.

If we want to increase government revenues we should focus on efficient taxes that minimize economic disruption.

piuantiderp|2 years ago

Nah, most problems are on the spending side, collection is fairly good...

imchillyb|2 years ago

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?

tim333|2 years ago

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.

chipgap98|2 years ago

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

charles_f|2 years ago

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

gnu8|2 years ago

If it was that simple then Microsoft should have known it was coming and maybe even changed the numbers in the document.

pizzafeelsright|2 years ago

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.

gamblor956|2 years ago

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

California has 4 years from the date you filed your return to issue an assessment. The only exceptions are for substantially underreported liability, which is considered fraud, or where a tax return was not filed. In such cases the statute of limitations is indefinite.

The part where you say "mostly W2" indicates that you had a number of non-W2 sources of income, which is probably where the underreporting arose. (A lot of people fail to properly report 1099 income. A lot of crypto traders fail to properly report crypto sales.)

balls187|2 years ago

Balmer got out when the getting was good.

ofslidingfeet|2 years ago

[deleted]

Jtsummers|2 years ago

> They are now going through and downvoting my entire post history lmao.

No one can downvote your entire post history unless all your posts are from the past 24 hours. Downvoting is disabled after the 24-hour mark.

talent_deprived|2 years ago

[deleted]

coldpie|2 years ago

I know you're trolling, but for any other readers who are curious, this is happening now because of increased funding at the IRS from the IRA that was passed in 2022, with part of the funding directed to performing audits on the highest earners. Prior to the IRA, the IRS didn't have the funds to fight Microsoft's lawyers on this issue. Now, they do.

> The effort, building off work following last August's IRA funding, will center on adding more attention on wealthy, partnerships and other high earners that have seen sharp drops in audit rates for these taxpayer segments during the past decade.

> "The years of underfunding that predated the Inflation Reduction Act led to the lowest audit rate of wealthy filers in our history," said IRS Commissioner Danny Werfel.

https://www.irs.gov/newsroom/irs-announces-sweeping-effort-t...

davisr|2 years ago

[deleted]

dang|2 years ago

Please don't post unsubstantive and/or flamebait comments to HN. They're not what this site is for, and destroy what it is for. You can always make your substantive points without them, so please do that instead.

We detached this subthread from https://news.ycombinator.com/item?id=37850384.

orochimaaru|2 years ago

Public services? Are you kidding - probably need to fund the wars.

deelowe|2 years ago

Surely there's a better way. This seems... arbitrary.

FireBeyond|2 years ago

Do Apple next!

colechristensen|2 years ago

I'll settle for companies actually paying taxes and getting punished for trying to get away with convoluted loopholes and the tax-free state/country scams.

Eumenes|2 years ago

That money should be divided among the American taxpayers and not siphoned off by bureaucratic ghouls and the military industrial complex

ofslidingfeet|2 years ago

[deleted]

satvikpendem|2 years ago

Yank the ladder up? Are you a cryptocurrency / superstonk / Wall Street Bets poster or something? The SEC should be going after scams and cults as well as corporate tax, it's a false dichotomy you're proposing.

gadders|2 years ago

The citizens of Ukraine and Israel will be very grateful.

gigel82|2 years ago

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

DylanDmitri|2 years ago

It looks like the problem years were 2004-2013. The problems stop after she’s appointed CFO in 2013.

c0pium|2 years ago

So in your opinion accountability means firing the person who got the job after the incident happened? Amy Hood became the CFO in 2013.

not_your_vase|2 years ago

  > 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.

dgellow|2 years ago

They aren’t admitting, they are saying that if the proposed adjustment would be agreed upon they would end up paying less than the $30B mentioned.

theogravity|2 years ago

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.

quickthrowman|2 years ago

> 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?

It’s very simple, the market doesn’t expect that MSFT will have to pay $28.9B in back taxes.

teraflop|2 years ago

The back taxes add up to about 1.2% of Microsoft's current market cap, and it looks like the stock is down roughly 0.6% in after-hours trading. So I guess the market collectively estimates MS will end up owing about half of that amount.

kyleee|2 years ago

Partly (or maybe totally) because the 28.9 billion number is essentially the opening number in a negotiation (and there is even a chance the the figure is completely wrong and nothing additional is owed) and there is basically 0% chance MS ends up paying $28.9 billion.

pm90|2 years ago

Its not a final determination. If they do actually paying up that much money is when I expect investor sentiment to change.