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Coca-Cola Decision 155 T.C. No. 10 UNITED STATES TAX COURT THE COCA-COLA COMPANY & SUBSIDIARIES, Petitioner v. COMMISSIONER OF INTERNAL REVENUE, Respondent Docket No. 31183-15. Filed November 18, 2020. P, a U.S. corporation, was the legal owner of the intellectual property (IP) necessary to manufacture, distribute, and sell some of the best-known beverage brands in the world. This IP included trade- marks, product names, logos, patents, secret formulas, and proprietary manufacturing processes. P licensed foreign manufacturing affiliates, called “supply points,” to use this IP to produce concentrate that they sold to unrelated bottlers, who produced finished beverages for sale to distributors and retailers throughout the world. P’s contracts with its supply points gave them limited rights to use the IP in performing their manufacturing and distribution functions but gave the supply points no ownership interest in that IP. During 2007-2009 the supply points compensated P for use of its IP under a formulary apportionment method to which P and R had agreed in 1996 when settling P’s tax liabilities for 1987-1995. Under that method the supply points were permitted to satisfy their royalty obligations by paying actual royalties or by remitting dividends. Dur- ing 2007-2009 the supply points remitted to P dividends of about $1.8 billion in satisfaction of their royalty obligations. The 1996 agree- - 2 - ment did not address the transfer pricing methodology to be used for years after 1995. Upon examination of P’s 2007-2009 returns R determined that P’s methodology did not reflect arm’s-length norms because it over- compensated the supply points and undercompensated P for the use of its IP. R reallocated income between P and the supply points employ- ing a comparable profits method (CPM) that used P’s unrelated bot- tlers as comparable parties. See sec. 1.482-5, Income Tax Regs. These adjustments increased P’s aggregate taxable income for 2007- 2009 by more than $9 billion. 1. Held: R did not abuse his discretion under I.R.C. sec. 482 by reallocating income to P by employing a CPM that used the supply points as the tested parties and the bottlers as the uncontrolled compa- rables. 2. Held, further, R did not err by recomputing P’s I.R.C. sec. 987 losses after the CPM changed the income allocable to P’s Mexi- can supply point, a branch of P. 3. Held, further, P made a timely election to employ dividend offset treatment with respect to dividends paid by the supply points during 2007-2009 in satisfaction of their royalty obligations. R’s reallocations to P must accordingly be reduced by the amounts of those dividends. John B. Magee, Kevin L. Kenworthy, Sanford W. Stark, Saul Mezei, Steven R. Dixon, Carl Terrell Ussing, Lisandra Ortiz, Lamia R. Matta, Michael D. Kummer, Hans D. Gerling-Ritters, and John F. Craig III, for petitioner. - 3 - Jill A. Frisch, Anne O’Brien Hintermeister, Julie Ann P. Gasper, Heather L. Lampert, Curt M. Rubin, Lisa M. Goldberg, and Huong T. Bailie, for respondent. CONTENTS FINDINGS OF FACT . 12 I. International Structure . 12 A. Supply Points . 13 B. Service Companies . .15 C. Bottlers . 16 II. The Coca-Cola System . ..18 A. Integrated Management . 1 8 B. Functions Performed . 2 0 1. Manufacturing . 2 0 a. R&D . 21 b. Quality Assurance. 22 c. Concentrate Production . 24 d. Beverage Production and Bottling. 2 5 e. Supply Chain Management . 26 2. Marketing/Distribution . 30 a. Consumer Marketing. 31 b. Trade Marketing and Distribution . 37 III. Contractual Relationships . 41 A. Supply Point Agreements. 41 1. Rights and Obligations . 42 a. Production and Sale of Concentrate . 43 b. Trademarks . 44 2. Term Length and Exclusivity . 46 3. Remuneration . 47 B. Service Company Agreements . 49 1. Standard Terms . 49 - 4 - 2. Other Provisions . .. 52 3. Invoicing . 54 C. Bottler Agreements . .. 57 1. Rights and Obligations . 57 a. Production and Sale of Finished Beverages . 57 b. Trademarks . 59 2. Term Length and Exclusivity . 59 3. Remuneration . 61 IV. Assets and Income . 66 A. Assets . 68 1. HQ . 68 2. Supply Points . 69 B. Income and Expenses . .70 1. HQ . 71 2. Supply Points . 72 C. Brazilian Trademarks . .76 V. Tax Reporting and IRS Examination . .78 OPINION . 85 I. Burden of Proof . 85 II. Standard of Review . .. 86 III. Threshold Considerations . 93 A. The 1996 Closing Agreement . 93 B. Relevant Parties and Transactions . 98 C. The “Best Method Rule” . .102 IV. Respondent’s Bottler CPM . .109 A. Reasonableness of CPM Analysis. 115 B. Selection of Bottlers as Comparable Parties. 120 C. Data, Assumptions, and Comparability Adjustments . 133 1. Selection of Bottlers . 134 2. Computational Adjustments . 137 - 5 - a. Operating Assets . 137 b. Operating Profit . 140 3. Implementation of CPM/ROA . 143 V. “Split Invoicing”. 147 VI. Petitioner’s Arguments . 150 A. Supposed “Marketing Intangibles” . 150 1. Legal Ownership. .154 2. Economic Substance . .. 159 a. Setting Aside Contract Terms .. 160 b. Consistency With Economic Substance . 167 B. Supposed “Long-Term Licenses”. .172 C. Royalties Payable by Brazilian Supply Point . 175 1. Ownership of Brazilian Trademarks . 175 2. Brazilian “Blocked Income”. 1. 84 D. Bottlers’ Ownership of Intangibles . 186 E. Proposed Alternative Transfer Pricing Methodologies . .191 1. Proposed CUT Method . 191 2. Proposed “Residual Profit Split Method” . 197 3. Proposed “Unspecified Method” . 2. 0 6 VII. Collateral Adjustments . 208 A. Recomputation of Section 987 Loss . 209 B. Dividend Offset . 218 APPENDIX. 230 LAUBER, Judge: The Coca-Cola Co. (TCCC) is the ultimate parent of a group of entities (Company) that do business in more than 200 countries through- out the world. TCCC and its domestic subsidiaries (petitioner) joined in filing consolidated Federal income tax returns for 2007, 2008, and 2009. Upon exami- - 6 - nation of those returns, the Internal Revenue Service (IRS or respondent) made adjustments that increased petitioner’s aggregate taxable income by more than $9 billion, resulting in tax deficiencies as follows: Year Deficiency 2007 $1,114,116,873 2008 1,069,425,951 2009 1,121,220,625 By amendment to answer, respondent determined additional deficiencies attribut- able to the use of “split invoicing” by certain of petitioner’s foreign affiliates. See infra pp. 64-66. The additional deficiencies are as follows: Increase in Year deficiency 2007 $28,124,719 2008 43,314,595 2009 63,465,860 These deficiencies result from transfer pricing adjustments under section 482 by which the IRS reallocated substantial amounts of income to petitioner, chiefly from its foreign manufacturing affiliates.1 These affiliates had plants in 1Unless otherwise indicated, all statutory references are to the Internal Rev- enue Code (Code) in effect at the relevant times, and all Rule references are to the Tax Court Rules of Practice and Procedure. We round most monetary amounts to the nearest dollar. Dollar amounts appearing in tables occasionally do not sum exactly because of rounding. - 7 - Brazil, Chile, Costa Rica, Egypt, Ireland, Mexico,.
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