Dow Chemical Co. v. Director of Revenue

787 S.W.2d 276, 1990 Mo. LEXIS 41, 1990 WL 45730
CourtSupreme Court of Missouri
DecidedApril 17, 1990
DocketNo. 71010
StatusPublished
Cited by9 cases

This text of 787 S.W.2d 276 (Dow Chemical Co. v. Director of Revenue) is published on Counsel Stack Legal Research, covering Supreme Court of Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dow Chemical Co. v. Director of Revenue, 787 S.W.2d 276, 1990 Mo. LEXIS 41, 1990 WL 45730 (Mo. 1990).

Opinion

CHARLES SHANGLER, Special Judge.

The petition for review is from the final decision of the Administrative Hearing Commission denying the complaints of Dow Chemical Company that the Director of Revenue improperly assessed a corporate tax deficiency for years 1975 to 1980 and improperly rejected the Dow claim for refund for each of those years.

I.

THE FACTUAL STATEMENT

Dow Chemical Company is a Delaware corporation with headquarters and principal business location in Michigan. It operated then, as now, in foreign as well as domestic locales. The domestic United States operations are conducted by divisions of the Delaware corporation. The foreign operations are conducted through some 100 subsidiaries incorporated in various countries throughout the world. Dow manufactures and sells chemicals, plastics, metals, agricultural products, pharmaceuticals and related products worldwide. With the exception of pharmaceuticals, these lines of business were conducted in Missouri during 1975 to 1980. [Certain pharmaceuticals manufactured under Dow patents, however, were sold in Missouri.]

Dow elected to file its Missouri corporation income tax returns under the allocation and three-factor apportionment formula of the Multistate Tax Compact, Section 32.200, arts. Ill and IV, RSMo 1986.

In the tax returns for each of the tax years of 1975 to 1980, Dow excluded from its income subject to apportionment deemed dividends from its Domestic International Sales Corporation [DISC], as defined in I.R.C. § 995(b) (1986), and Subpart F income, as defined in I.R.C. § 951, et seq. (1986). The Director of Revenue disallowed the exclusion of these items from Missouri taxable income subject to apportionment.1 In the tax returns for each of those years, Dow included as income subject to Missouri apportionment factors an item of federal taxable income known as Section 78 gross-up, as defined in I.R.C. § 78 (1986). Dow later protested that this income should have been excluded from Missouri taxable income,2 and made claims for refund. The Director of Revenue disallowed the claims.

On its Missouri corporation income tax returns for 1975 to 1980, Dow also reported items of royalties, interest and capital gains as nonbusiness income not subject to apportionment.3 The royalties were derived from licensing patents and other intangible expertise and technical information. The interest was from loans and advances to Dow’s foreign subsidiary corporation, or from investment of its idle working capital. The capital gains and losses were from the sale of capital assets. None of the royalties or interest were derived from any licensee, or person or corporation headquartered, domiciled or doing substan[278]*278tial business in Missouri. None of the capital assets were located in Missouri.

The Director of Revenue disallowed these exclusions reported as nonbusiness income [and so not subject to apportionment] and adjusted the royalties, interest and capital gains to business income [subject to apportionment]. On appeal, the Administrative Hearing Commission determined that the Director of Revenue properly denied the exclusions of the royalties, interest and capital gains from the income tax base subject to apportionment — with the exception of the gain from the sale of certain securities. The Administrative Hearing Commission found that this income was derived from its unitary business of producing and distributing diversified chemical products, the same lines of business Dow conducts in Missouri, and so constituted business income attributable to Missouri for apportionment and taxation. The gain from the sale of the securities, the Administrative Hearing Commission found, was derived from a discrete business enterprise, unrelated to the Dow activity in Missouri, and so was nonbusiness income not subject to apportionment under the Multistate Tax Compact.

Dow brings this petition for review of the final decision of the Administrative Hearing Commission. This Court has exclusive jurisdiction. Mo. Const, art. V, § 3.

II.

DEEMED DIVIDENDS, ROYALTIES, INTEREST, CAPITAL GAINS, AS CORPORATE INCOME NOT TAXABLE BECAUSE NOT DERIVED FROM MISSOURI SOURCES

Dow argues that under the rule of decision that now governs, the test as to whether a corporation taxpayer may apportion its interstate income for purposes of the Missouri income tax is the source of income standard enacted in Section 143.451, RSMo 1986. Dow asserts that none of the deemed dividends, or of the royalties, interest and capital gains, were income derived from Missouri sources, and hence, none are subject to apportionment as income from interstate business for taxation by Missouri.

Our law allows a corporation that does business both within and without the state alternatives for the allocation and apportionment to Missouri of a percentage of the taxpayer’s total income. The corporation has the option under Section 143.451.2 of a single-factor formula that rests apportionment solely on the sales or business ratio. The corporation has the other option of the Multistate Tax Compact formula under Section 32.200, et seq., RSMo 1986, to apportion its business income according to a three-factor formula of property, payroll and sales to derive the taxable Missouri income of the corporation. Philip Morris, Inc. v. Director of Revenue, 760 S.W.2d 888, 889 (Mo. banc 1988); Luhr Bros., Inc. v. Director of Revenue, 780 S.W.2d 55, 57[1] (Mo. banc 1989).

Dow elected to file its Missouri corporation income tax returns for years 1975 to 1980 under the multistate three-factor apportionment formula. The deemed dividends [except for the gross-up income for which return was later claimed] and royalties, interest and capital gains were not included in the business income subject to apportionment for taxation. The Administrative Hearing Commission determined that these items of income [with one exception] derived to Dow from its unitary business of the production and distribution of chemical products, and so constituted business income subject to apportionment to Missouri for taxation.

On this review Dow does not dispute that the items it excluded from the returns constituted business income, as defined in the compact, the product of a unitary business.4 Dow argues, rather, that none of [279]*279these items of income were derived from sources within Missouri, and so were subject to neither apportionment nor taxation under Section 143.451.1 — no matter what the formula employed.5 Dow invokes the authority of Goldberg v. State Tax Commission, 639 S.W.2d 796 (Mo. banc 1982), for this premise.

As enacted by Missouri, the Multistate Tax Compact accorded the prerogative to apportion to “[a]ny taxpayer having income from business activity which is taxable both within and without this state....” Section 32.200, art. IV, sec. 2. The first case to construe that provision — as to when income is subject to allocation and apportionment under the three-factor formula of the compact — was actually a claim for the right of apportionment under the single-factor formula of Section 143.451.2.

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Bluebook (online)
787 S.W.2d 276, 1990 Mo. LEXIS 41, 1990 WL 45730, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dow-chemical-co-v-director-of-revenue-mo-1990.