Proctor & Gamble Co. v. United States

376 F. App'x 468
CourtCourt of Appeals for the Sixth Circuit
DecidedApril 28, 2010
DocketNo. 08-4078
StatusPublished

This text of 376 F. App'x 468 (Proctor & Gamble Co. v. United States) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Proctor & Gamble Co. v. United States, 376 F. App'x 468 (6th Cir. 2010).

Opinions

ALICE M. BATCHELDER, Chief Judge.

In this action for a refund of federal corporate income taxes, the district court granted summary judgment to the government. We reverse.

I.

This case involves three separate-but-related corporate entities — Proctor & Gamble (“P & G”), Proctor & Gamble of Canada (“P & G-Canada”), and Proctor & Gamble Foreign Sales Corporation (“P & G-FSC”) — each of which files its own separate tax return with the Internal Revenue Service (IRS). P & G is a producer of consumer products — a Cincinnati, Ohio-based corporation that produces goods such as Crest toothpaste, Duracell batteries, Ivory soap, and Pringles potato chips, and is the parent company of the other two. P & G-Canada is a distributor — a wholly-owned subsidiary that sells P & G’s products in Canada. P & G-FSC is a tax-shelter — a wholly-owned subsidiary (though actually just a shell corporation) incorporated off-shore (Barbados) for the sole purpose of reducing P & G’s federal income tax on its exports, pursuant to a former provision in the tax code (i.e., the “FSC Program,” 26 U.S.C. §§ 921-927, since repealed).1

In the tax years ending in 2000 and 2001, P & G produced goods that P & G-Canada sold to Canadian consumers, and P & G-Canada paid for those goods. But, for tax purposes, P & G-Canada actually paid P & G-FSC, which in turn paid P & G. Although central to the present case, this transaction (which the parties refer to as the “Advance Payment Transaction”) was only a small part of the companies’ business in the 2000 and 2001 tax years and one small component of their tax returns for those years. The “advance payment” aspect of this transaction resulted in P & G-FSC’s and P & G’s recording their income from the transaction in tax year 2000 and their expenses for the transaction in 2001.2 During discovery, P & G and P [470]*470& G-FSC reported, via interrogatories, that they had, in their tax filings, attributed the following incomes [I] and expenses [E] to this transaction:

Company Year Item Amount Tax Return

P & G-PSC 2000 Sales [I] $374,790,000 Form 1120FSC, Sch. B, Line 1

2000 Costs (other) [E] $ 2,721,689 Form 1120FSC, Sch. G, Line 14

2001 Loss Reimbursement (from P&G) [I] $288,588,299 Form 1120FSC

2001 COGS 3 [E] $288,588,300 Form 1120FSC, Sch. P, Pt. Ill, Lines 22 and 23

P&G 2000 Sales [I] $288,588,300 Form 1120, Line 1

2001 COGS [E] $359,344,974 Form 1120, Line 2

2001 Loss Reimbursement (to P & G-FSC) [E] $288,588,299 Form 1120, Line 26

Neither the IRS nor the district court disputed the accuracy or validity of any of this information, and we will therefore accept this information for purposes of our later calculations and analysis.

Following completion of the 2000 and 2001 tax years, P&G calculated its4 corporate income taxes for those years (applying its own interpretation of the FSC Program provisions), filed its tax returns with the IRS, and paid taxes in the amounts calculated. The IRS audited the returns, made several adjustments, and ordered P&G (and P & G-FSC) to pay additional taxes. P&G and P & G-FSC paid the additional taxes as ordered; filed a claim for a refund with the IRS pursuant to 26 U.S.C. § 6402 (i.e., exhausted administrative challenges to the imposition of those additional taxes), which was denied; and filed a complaint against the IRS in federal court pursuant to 26 U.S.C. § 7422.

In their complaint, P&G and P & G-FSC challenged several of the IRS’s adjustments and settled all but one, the Advance Payment Transaction. The parties filed cross-motions for summary judgment and the court began its opinion by describing the transaction, explaining that P & G-Canada had paid P & G-FSC which had in turn paid P&G, and that the “buyers” (P & G-Canada and P & G-FSC) had paid in advance, allowing the “sellers” (P&G and P & G-FSC) to record income in tax year 2000 but expenses in tax year 2001. The district court framed the question in terms of this separation between income on the 2000 tax returns and expenses on the 2001 returns: whether this was allowable under the FSC Program’s Combined Taxable Income (CTI) provision, 26 U.S.C. § 925(a)(2) and 26 C.F.R. § 1.925(a)-IT(c)(6), or whether the CTI provision required the taxpayer to “match” expenses (costs) with income (payments) in completing the CTI calculation. Put another way, the question was whether the CTI calculation is transaction specific. Or, to be a little more explicit, whether the taxpayer must include all income and all expenses attributable to any given transaction, for any and every transaction that the taxpayer includes in the CTI rubric during a given tax year, regardless of the year in which the income or expense actually occurred, regardless of prevailing accounting practices, and regardless of other statutory or regulatory requirements.

The district court ruled in favor of the IRS, holding that, for any given transac[471]*471tion, all expenses and all income attributable to that transaction must be included in the CTI calculation. The district court cited General Dynamics Corp. v. C.I.R., 108 T.C. 107 (U.S. Tax Court 1997), for the proposition that the CTI provision supersedes prevailing accounting practices and other regulatory requirements (such as accrual-based accounting) to require a matching of all incomes and expenses. The district court then cited Boeing Company v. United States, 537 U.S. 437, 123 S.Ct. 1099, 155 L.Ed.2d 17 (2003), for the proposition that the CTI calculation’s result must “approximate an arm’s-length transaction.”

P & G moved the court to reconsider, but the court declined. P & G then moved the court to clarify and modify the summary judgment order, so as to allow P & G to compute its taxes under the “gross receipts” method, 26 U.S.C. § 925(a)(1), rather than merely rejecting its refund claim and binding it to the IRS’s pre-trial approach and calculations. The court invoked the variance doctrine, see Estate of Bird, 534 F.2d 1214, 1219 (6th Cir.1976) (“[T]he grounds on which a claim for a tax refund is made must be specifically set forth in the claim for refund itself, otherwise the court in a refund action is without jurisdiction to consider them.”), and, finding that P & G had not set forth its gross-receipts argument in the refund claim submitted to the IRS, denied the motion.

The district court entered final judgment and P & G and P & G-FSC appealed.

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Related

Jones v. Liberty Glass Co.
332 U.S. 524 (Supreme Court, 1948)
Boeing Co. v. United States
537 U.S. 437 (Supreme Court, 2003)
General Dynamics Corp. v. Commissioner
108 T.C. No. 9 (U.S. Tax Court, 1997)

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Bluebook (online)
376 F. App'x 468, Counsel Stack Legal Research, https://law.counselstack.com/opinion/proctor-gamble-co-v-united-states-ca6-2010.