August 28, 2012
U.S. Firms Move Abroad to Cut Taxes
Despite '04 Law, Companies Reincorporate Overseas, Saving Big Sums on Taxes
More big U.S. companies are reincorporating abroad despite a 2004 federal law that sought to curb the practice. One big reason: Taxes.
Companies cite various reasons for moving, including expanding their operations and their geographic reach. But tax bills remain a primary concern. A few cite worries that U.S. taxes will rise in the future, especially if Washington revamps the tax code next year to shrink the federal budget deficit.
"We want to be closer to where our clients are," says David Prosperi, a spokesman for risk manager Aon plc, which relocated to the U.K. in April.
Aon has told analysts it expects to reduce its tax rate, which averaged 28% over the past five years, by five percentage points over time, which could boost profits by about $100 million annually.
Since 2009, at least 10 U.S. public companies have moved their incorporation address abroad or announced plans to do so, including six in the last year or so, according to a Wall Street Journal analysis of company filings and statements. That's up from just a
The companies that have moved recently include manufacturer Eaton Corp., oil firms Ensco International Inc. and Rowan Cos., as well as a spinoff of Sara Lee Corp. called D.E. Master Blenders 1753.
Eaton, a 101-year-old Cleveland-based maker of components and electrical equipment, announced in May that it would acquire Cooper Industries PLC, another electrical-equipment maker that had moved to Bermuda in 2002 and then to Ireland in 2009. It plans to maintain factories, offices and other operations in the U.S. while moving its place of incorporation—for now—to the office of an Irish law firm in downtown Dublin.
When Eaton announced the deal, it emphasized the synergies the two companies would generate. It also told analysts that the tax benefits would save the company about $160 million a year, beginning next year.
Eaton's chief executive, Alexander Cutler, has been a vocal critic of the corporate tax code. "We have too high a domestic rate and we have a thoroughly uncompetitive international tax regime," Mr. Cutler said on CNBC in January. "Let's not wait for the next presidential election" to change the rules.
The moves by Ensco and Rowan, which operate offshore oil rigs, show how one company's effort to lower its tax rate can spur other shifts.
In moving from Dallas to the U.K. in 2009, Ensco followed rivals such as TransoceanLtd., Noble Corp. and Weatherford International Ltd. that had relocated outside the U.S. The company said the move would help it achieve "a tax rate comparable to that of some of Ensco's global competitors."
In fact, Ensco's tax rate has declined. In the second quarter, the company said its "effective tax rate" was 10.5%, down from 19% in 2009. The savings: more than $100 million a year.
Around the time of Ensco's move, Rowan executives fielded questions from investors and analysts about their own tax rate. In February, Rowan answered the questions, announcing plans to move to the U.K. from Houston. "We're able to be competitive, with a low effective rate," says Suzanne Spera, the firm's director of investor relations.
Fear of such moves is what prompted Congress to pass the 2004 law, which was backed by Democrats and some Republicans and included exceptions that some firms and advisers have sought to exploit.
In June, the Internal Revenue Service tightened an exception that had allowed companies to move to countries in which they have substantial business activities. It will not prevent moves through a merger, such as Eaton's.
Lawmakers of both parties have said the U.S. corporate tax code needs a rewrite and they are aiming to try next year. One shared source of concern is the top corporate tax rate of 35%—the highest among developed economies. By comparison, Ireland's rate is 12.5%.
The Obama administration has proposed lowering the rate to 28%, while Republican rival Mitt Romney has proposed 25%.
Critics of the tax code also say it puts U.S. companies at a disadvantage because it taxes their profits earned abroad. Most developed countries tax only domestic earnings.
While executives would welcome a lower tax rate and an end to global taxation, some worry their tax bills could rise under other measures that could be included in a tax-overhaul package.
U.S. multinationals often pay far less than 35% because of various breaks, including the option of deferring the payment of U.S. taxes on foreign earnings until they are brought to the U.S. Those companies could pay higher taxes under Obama administration proposals to limit the benefits of deferral. Rowan cited that potential change in announcing its move.
Obama administration officials play down the significance of the recent company moves and say their proposals would encourage companies to stay in the U.S.
In his State of the Union speech in January, President Barack Obama said that "it's time to stop rewarding businesses that ship jobs overseas, and start rewarding companies that create jobs right here in America."
Some companies worry that lowering the general corporate tax rate would require eliminating tax breaks for specific firms or industries. Even without a tax-code overhaul, Congress could eliminate some tax breaks to reduce the deficit.
For companies that leave the U.S., the appeal of lower taxes "is still there, but people now are also getting more concerned about where tax reform is going," says Bret Wells, a University of Houston law professor.
Still, several key lawmakers hope to rewrite the tax code to give companies an extra incentive to stay in the U.S.
Tax reform needs to "put American businesses in the best position to compete in the global economy while adding U.S. jobs." said Sen. Max Baucus (D., Mont.), the Senate Finance Committee chairman, in a recent statement.
And House Ways and Means Chairman Dave Camp (R., Mich.) said in a recent statement that "comprehensive tax reform that lowers rates and transitions the U.S. to a territorial approach that is used by our global competitors is critical to making America a more attractive place to invest and hire."