Information on Federal Contractors That Are Incorporated Offshore (01-OCT-02, GAO-03-194R). Some U.S.-based multinational companies have found that the effective tax rate on income earned from foreign sources can be reduced if they are incorporated in countries that either do not tax corporate income at all or tax the income at a lower rate than the U.S. corporate tax rate. Consequently, some U.S.-based companies incorporate from the outset in these so-called "tax haven" countries. In addition, some companies that were incorporated in the United States have reincorporated in tax haven countries through "corporate inversion transactions." According to the Department of the Treasury, the term "inversion" is used to describe a transaction through which a U.S.-based multinational company restructures its corporate group so that after the transaction the ultimate parent of the corporate group is a foreign corporation. After an inversion transaction, shareholders of the former U.S. parent company hold stock of the newly formed foreign parent, and the operations of the company are unchanged. Treasury also noted that there has been a marked increase recently in the frequency, size, and profile of inversion transactions. Four of the top 100 federal contractors that are publicly traded corporations are incorporated in a tax haven country. The four corporations accounted for $2.7 billion for contract obligations in fiscal year 2001, which is 2.6 percent of the $102 billion in federal contract obligations awarded to the top 100 publicly traded corporations. Three of the four corporations have engaged in transactions that have been characterized as inversions. -------------------------Indexing Terms------------------------- REPORTNUM: GAO-03-194R ACCNO: A05221 TITLE: Information on Federal Contractors That Are Incorporated Offshore DATE: 10/01/2002 SUBJECT: Foreign corporations Multinational corporations Taxes SEC Electronic Data Gathering, Analysis, and Retrieval System Information on Federal Contractors That Are Incorporated Offshore (01-OCT-02, GAO-03-194R). Some U.S.-based multinational companies have found that the effective tax rate on income earned from foreign sources can be reduced if they are incorporated in countries that either do not tax corporate income at all or tax the income at a lower rate than the U.S. corporate tax rate. Consequently, some U.S.-based companies incorporate from the outset in these so-called ''tax haven'' countries. In addition, some companies that were incorporated in the United States have reincorporated in tax haven countries through ''corporate inversion transactions.'' According to the Department of the Treasury, the term ''inversion'' is used to describe a transaction through which a U.S.-based multinational company restructures its corporate group so that after the transaction the ultimate parent of the corporate group is a foreign corporation. After an inversion transaction, shareholders of the former U.S. parent company hold stock of the newly formed foreign parent, and the operations of the company are unchanged. Treasury also noted that there has been a marked increase recently in the frequency, size, and profile of inversion transactions. Four of the top 100 federal contractors that are publicly traded corporations are incorporated in a tax haven country. The four corporations accounted for $2.7 billion for contract obligations in fiscal year 2001, which is 2.6 percent of the $102 billion in federal contract obligations awarded to the top 100 publicly traded corporations. Three of the four corporations have engaged in transactions that have been characterized as inversions. -------------------------Indexing Terms------------------------- REPORTNUM: GAO-03-194R ACCNO: A05221 TITLE: Information on Federal Contractors That Are Incorporated Offshore DATE: 10/01/2002 SUBJECT: Foreign corporations Multinational corporations Taxes SEC Electronic Data Gathering, Analysis, and Retrieval System ****************************************************************** ** This file contains an ASCII representation of the text of a ** ** GAO Product. ** ** ** ** No attempt has been made to display graphic images, although ** ** figure captions are reproduced. Tables are included, but ** ** may not resemble those in the printed version. ** ** ** ** Please see the PDF (Portable Document Format) file, when ** ** available, for a complete electronic file of the printed ** ** document's contents. ** ** ** ****************************************************************** GAO-03-194R GAO GAO- 03- 194R Federal Contractors Incorporated Offshore United States General Accounting Office Washington, DC 20548 October 1, 2002 The Honorable Henry A. Waxman Ranking Minority Member Committee on Government Reform House of Representatives The Honorable Jim Turner Ranking Minority Member Subcommittee on Technology and Procurement Policy Committee on Government Reform House of Representatives Subject: Information on Federal Contractors That Are Incorporated Offshore Some U. S.- based multinational companies have found that the effective tax rate on income earned from foreign sources can be reduced if they are incorporated in countries that either do not tax corporate income at all or tax the income at a lower rate than the U. S. corporate tax rate. Consequently, some U. S.- based companies incorporate from the outset in these so- called *tax haven* countries. 1 In addition, some companies that were incorporated in the United States have reincorporated in tax haven countries through *corporate inversion transactions.* According to the Department of the Treasury, the term *inversion* is used to describe a broad category of transactions through which a U. S.- based multinational company restructures its corporate group so that after the transaction the ultimate parent of the corporate group is a foreign corporation. 2 Generally, after an inversion transaction, shareholders of the former U. S. parent company hold stock of the newly formed foreign parent, and the operations of the company are unchanged. Treasury also noted that there has been a marked increase recently in the frequency, size, and 1 The term *tax haven* is generally used in research and the media to refer to countries that have no or nominal taxes. Multinational companies incorporated in a tax haven may have U. S. based subsidiaries that pay U. S. taxes. The Organization for Economic Cooperation and Development (OECD) has developed criteria for identifying countries that may engage in harmful tax competition in the form of tax havens. 2 Department of the Treasury, Office of Tax Policy, Corporate Inversion Transactions: Tax Policy Implications (Washington, D. C.: May 17, 2002). GAO- 03- 194R Federal Contractors Incorporated Offshore Page 2 profile of inversion transactions. This year, several bills have been introduced in Congress that address such transactions. You asked us for information on the extent to which large federal contractors are incorporated offshore. In response, we agreed to determine which, if any, of the largest 100 publicly traded federal contractors are incorporated in a tax haven country or have engaged in a transaction characterized by independent observers as an inversion. We used the General Services Administration*s listing of top federal contractors to identify (1) the top 100 federal contractors that are publicly traded corporations and (2) the total dollar amount that was obligated in fiscal year 2001. We reviewed various public documents filed by the corporations with the Securities and Exchange Commission (SEC) on its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system to identify the state or country where the contractor is incorporated. When the data we needed to do our analysis were not available on EDGAR, we obtained our information from the corporations* Web sites and from published reports. To determine whether a country is considered a tax haven, we made reference to the work the Organization for Economic Cooperation and Development did on tax haven countries. 3 Finally, to determine whether a transaction has been characterized as an inversion, we reviewed the corporations* SEC filings and reports published by organizations, including Congressional Research Service and the New York State Bar Association Tax Section. We did our work in August and September 2002 in accordance with generally accepted government auditing standards. Results Four of the top 100 federal contractors that are publicly traded corporations are incorporated in a tax haven country. Table 1 lists the four corporations, the dollar amount of their federal contract obligations in fiscal year 2001, the country where they are incorporated, and the year of incorporation. 3 Organization for Economic Cooperation and Development, Towards Global Tax Co- operation: Progress in Identifying and Eliminating Harmful Tax Practices (2000); Organization for Economic Cooperation and Development, The OECD*s Project on Harmful Tax Practices: The 2001 Progress Report (November 2001); and OECD*s List of Unco- operative Tax Havens (April 18, 2002). We referred to OECD*s list of 31 countries that have made commitments to end *harmful tax practices* by December 31, 2005, as well as to OECD*s list of seven countries that have not made such commitments. The commitments are to transparency and effective exchange of information. In this report we refer to these 38 countries as tax havens. GAO- 03- 194R Federal Contractors Incorporated Offshore Page 3 Table 1: Federal Contractors, out of the Top 100 Publicly Traded Federal Contractors, Incorporated in a Tax Haven Country Name of corporation Federal contract obligations FY 2001 (dollars in thousands) Incorporation location Incorporation date McDermott International, Inc. 1,885,243 Panama 1983 Foster Wheeler, Ltd. 286,298 Bermuda 2001 Accenture, Ltd. 278,990 Bermuda 2001 Tyco International, Ltd. 206,387 Bermuda 1997 Source: GAO analysis of General Services Administration contract data and SEC records. The four corporations accounted for about $2.7 billion for contract obligations in fiscal year 2001, which is about 2.6 percent of the $102 billion in federal contract obligations awarded to the top 100 publicly traded corporations. (See enc. I for a list of the top 100 publicly traded federal contractors.) Three of the four corporations (McDermott International, Inc., Foster Wheeler, Ltd., and Tyco International, Ltd.) have engaged in transactions that have been characterized as inversions. 4 The enclosure provides more information on how the four corporations became incorporated offshore. We are sending copies of this letter to the Chairman of the House Committee on Government Reform and the Chairman of the Subcommittee on Technology and Procurement Policy of the House Committee on Government Reform; the Chairmen and Ranking Minority Members of the House Committee on Ways and Means and the Senate Committee on Finance; and other interested parties. We will also make copies available to others upon request. In addition, this letter will be available at no charge on the GAO Web site at http:// www. gao. gov. If you or your staff have any questions, please contact me on (202) 512- 9110 or Ralph Block on (415) 904- 2150. James R. White Director, Tax Issues Enclosure 4 New York State Bar Association Tax Section, Report on Outbound Inversion Transactions, Report No. 1014 (Albany, N. Y.: May 24, 2002) and Congressional Research Service, Firms That Incorporate Abroad for Tax Purposes: Corporate *Inversions* and *Expatriation* (Washington, D. C.: Sept. 20, 2002). GAO- 03- 194R Federal Contractors Incorporated Offshore Page 4 Enclosure Information on Corporations Receiving Federal Contracts and Those That Are Incorporated Offshore The following table lists the top 100 federal contractors that are publicly owned corporations, the dollar amount of their fiscal year 2001 federal contracts, the state or country where they are incorporated, and the year of incorporation. Table 2: Top 100 Publicly Traded Federal Contractors Rank Company name Federal contract obligations FY 2001 (dollars in thousands) a Incorporation location Incorporation date 1 Lockheed Martin Corporation 17, 951, 303 Maryland 1995 2 The Boeing Company 14,362,243 Delaware 1916 3 Raytheon Company 6, 123,605 Delaware 1998 4 Newport News Shipbuilding, Inc. 5,689,359 Delaware 1996 5 Northrop Grumman Corporation 5,636,124 Delaware 1985 6 General Dynamics Corporation 4,928,238 Delaware 1952 7 United Technologies Corporation 3,500,465 Delaware 1934 8 Science Applications International Corporation 2,654,492 Delaware 1984 9 TRW, Inc. 2,499, 816 Ohio 1916 10 AmerisourceBergen Corporation 1,900,969 Delaware 2001 11 McDermott International, Inc. 1,885,243 Panama 1983 12 General Electric Company 1,808,984 New York 1892 13 American Management Systems, Inc. 1,675,676 Delaware 1970 14 Computer Sciences Corporation 1,648,495 Nevada 1959 15 Honeywell International, Inc. 1, 442,018 Delaware 1985 16 BAE Systems, plc. 972,526 United Kingdom 1977 17 Health Net, Inc. 944,618 Delaware 1990 18 Fluor Corporation 931,885 Delaware 2000 19 ITT Industries, Inc. 879,772 Indiana 1995 20 Alliant Techsystems, Inc. 862,269 Delaware 1990 21 Exxon Mobil Corporation 707,283 New Jersey 1882 22 The IT Group, Inc. 671,977 Delaware 1987 23 Philipp Holzmann AG 655,360 Germany 1849 24 Textron, Inc. 600,533 Delaware 1967 25 Oshkosh Truck Corporation 566,511 Wisconsin 1917 26 Electronic Data Systems Corporation 560,767 Delaware 1994 27 Motorola, Inc. 552,520 Delaware 1947 28 Unisys Corporation 549,905 Delaware 1999 29 Jacobs Engineering Group, Inc. 536,130 Delaware 1987 30 Halliburton Company 534,177 Delaware 1924 31 Washington Group International, Inc. 531,234 Delaware 1993 32 WorldCom, Inc. 503,811 Georgia 1983 33 International Business Machines Corporation 498,656 New York 1911 34 Dell Computer Corporation 493,423 Delaware 1987 35 L- 3 Communications Holdings, Inc. 482,248 Delaware 1997 36 BP, plc 480,858 United Kingdom 1998 37 Affiliated Computer Services, Inc. 451,067 Delaware 2001 GAO- 03- 194R Federal Contractors Incorporated Offshore Page 5 38 DaimlerChrysler AG 435,921 Germany 1998 39 The Titan Corporation 424,087 Delaware 1986 40 Cardinal Health, Inc. 422,120 Ohio 1979 41 Anteon International Corporation b 406,304 Delaware 1996 42 GTSI Corporation 402,408 Delaware 1983 43 AT& T Corporation 398,326 New York 1885 44 Humana, Inc. 394,135 Delaware 1964 45 Harris Corporation 389,970 Delaware 1926 46 CACI International, Inc. 380,524 Delaware 1985 47 Rockwell International Corporation 372,131 Delaware 1996 48 The Wackenhut Corporation 356,968 Florida 1958 49 Rolls- Royce, plc 327,792 United Kingdom 1906 50 Engineered Support Systems, Inc. 321,384 Missouri 1981 51 Valero Energy Corporation 310,202 Delaware 1981 52 Goodrich Corporation 308,283 New York 1912 53 Johnson Controls, Inc. 299,592 Wisconsin 1900 54 CNF, Inc. 295,113 Delaware 1958 55 Anthem, Inc. 293,153 Indiana 2001 56 ManTech International Corporation 291,513 New Jersey 1968 57 Foster Wheeler, Ltd. 286,298 Bermuda 2001 58 Accenture, Inc. 278,990 Bermuda 2001 59 URS Corporation 262,489 Delaware 1991 60 SRA International, Inc. 234,926 Delaware 1984 61 Rockwell Collins, Inc. 234,075 Delaware 2001 62 The Procter and Gamble Company 224,212 Ohio 1837 63 General Motors Corporation 222,440 Delaware 1916 64 FedEx Corporation 214,907 Delaware 1997 65 Oracle Corporation 212,468 Delaware 1986 66 Tetra Tech, Inc. 211,705 Delaware 1988 67 Verizon Communications, Inc. 207,210 Delaware 1983 68 Tyco International, Ltd. 206,387 Bermuda 1997 69 Motor Oil (Hellas) Corinth Refineries S. A. 199,462 Greece 1970 70 Archer Daniels Midland Company 189,876 Delaware 1923 71 Veridian Corporation 188,960 Delaware 1986 72 Smiths Group, plc 184,232 United Kingdom 2000 73 Ford Motor Company 179,126 Delaware 1919 74 Texas Instruments, Inc. 178,631 Delaware 1938 75 Computer Associates International 172,202 Delaware 1974 76 United Industrial Corporation 171,044 Delaware 1959 77 Orbital Sciences Corporation 161,286 Delaware 1987 78 Ball Corporation 153,613 Indiana 1922 79 Parker- Hannifin Corporation 153,562 Ohio 1938 80 Philip Morris Companies, Inc. 149,634 Virginia 1919 81 Xerox Corporation 139,224 New York 1906 82 Sprint Corporation 136,200 Kansas 1938 83 ConAgra Foods, Inc. 131,850 Delaware 1975 84 GenCorp, Inc. 131,848 Ohio 1915 85 Siemens AG 124,452 Germany 1966 86 Roy F. Weston, Inc. 124, 380 Pennsylvania 1957 87 Holly Corporation 121,831 Delaware 1947 88 McKesson Corporation 121,526 Delaware 1994 89 Telos Corporation 118,803 Maryland 1972 GAO- 03- 194R Federal Contractors Incorporated Offshore Page 6 90 KPMG Consulting, Inc. 117,456 Delaware 1999 91 Cubic Corporation 117,054 Delaware 1984 92 PC Connection, Inc. 116,919 Delaware 1997 93 DRS Technologies, Inc. 116,395 Delaware 1968 94 Avaya, Inc. 115,079 Delaware 2000 95 Hillenbrand Industries, Inc. 114,456 Indiana 1969 96 Furniture Brands International, Inc. 112,395 Delaware 1921 97 Berkshire Hathaway, Inc. 111,993 Delaware 1973 98 Lucent Technologies, Inc. 107,402 Delaware 1995 99 WGL Holdings, Inc. 105,260 Virginia 2000 100 Olin Corporation 104,121 Virginia 1892 Total 101,770,865 a Contract obligations include contracts with subsidiaries. According to a General Services Administration (GSA) official, GSA follows a multi- step process (that includes using Dun & Bradstreet assigned D- U- N- S numbers, company names, and company affiliations) to aggregate federal contracts by company. We did not verify GSA*s federal contractors listing for accuracy or completeness. b Formerly Azimuth Technologies, Inc. Source: General Services Administration, Securities and Exchange Commission, and GAO Internet research. Four of the top 100 federal contractors that are publicly traded corporations are incorporated in a tax haven country. Information on when these four corporations (McDermott International, Inc., Foster Wheeler, Ltd., Accenture, Ltd., and Tyco International, Ltd.) were incorporated in a tax haven country is discussed below. McDermott International, Inc.: With over $1.8 billion in federal contract obligations in fiscal year 2001, McDermott International was the 11 th largest publicly traded federal contractor. Almost three- quarters of the contracts awarded to McDermott International, Inc. and its subsidiaries and their joint ventures were with the Department of Energy (DOE). Most of the contract amounts were for providing facilities support services at Department of Energy facilities in Oak Ridge, Tenn., and Albuquerque, N. Mex. Other Energy Department contracts were for work related to nuclear reactors, hazardous waste clean up and Strategic Petroleum Reserve operations. McDermott International*s filings with the SEC and McDermott International*s Web site did not contain information on the circumstances surrounding its incorporation in Panama. However, a May 2002 report by the New York State Bar Association provides some background on how McDermott Incorporated, a U. S.- based corporation, exchanged shares with McDermott International to become a Panamabased corporation. 5 McDermott Incorporated, which was incorporated in Delaware in 1946, had a Panamanian subsidiary, McDermott International. In 1983, shareholders of McDermott Incorporated exchanged their shares for McDermott International shares. 5 New York State Bar Association Tax Section, Report on Outbound Inversion Transactions, Report No. 1014 (Albany, N. Y.: May 24, 2002). GAO- 03- 194R Federal Contractors Incorporated Offshore Page 7 Foster Wheeler, Ltd.: With over $280 million in federal contract obligations in fiscal year 2001, Foster Wheeler, Ltd., was the 57 th largest publicly traded federal contractor. Sixty- two percent of Foster Wheeler contracts were with the Department of Defense, with another 34 percent held by the Department of Energy. Fifty- three percent of the contract dollars were for hazardous waste cleanup or other environmental services, with another one- third for facilities maintenance or construction. According to filings with the SEC, the Foster Wheeler Corporation was originally incorporated in New York in 1900 and reorganized to become a Bermuda corporation in 2001. In order to accomplish its change in domicile, it established a new subsidiary, Foster Wheeler, Ltd., based in Bermuda and wholly owned by Foster Wheeler Corporation. Foster Wheeler, Ltd., indirectly owned another company, Foster Wheeler LLC, a Delaware company. On May 25, 2001, Foster Wheeler LLC became the surviving entity of a merger with Foster Wheeler Corporation. Because Foster Wheeler LLC was already a subsidiary of Foster Wheeler, Ltd., the Bermuda corporation became the new parent company. All shares in the Foster Wheeler Corporation were converted into shares of Foster Wheeler, Ltd. According to the prospectus to shareholders filed with the SEC, the Foster Wheeler Corporation made this transaction to have a more favorable regulatory environment, attract non- US investors, improve their worldwide effective tax rate, and provide for greater flexibility to restructure. Accenture, Ltd.: With about $280 million in federal contract obligations, Accenture was the 58 th largest publicly traded federal contractor in fiscal year 2001. Accenture contracted with many departments of the government, but about 43 percent of its contracts were with the Department of Defense. About 98 percent of Accenture's contract dollars are for automatic data processing and telecommunications services and equipment. According to SEC filings, Accenture, Ltd. was incorporated in Bermuda in 2001. The company was formerly associated with Arthur Anderson and Andersen Worldwide. Prior to incorporating in Bermuda, Accenture was operating as a series of related partnerships and corporations under the control of its partners through the mechanism of contracts with a Swiss coordinating entity. In April 2001, Accenture*s partners voted to pursue an initial public offering. According to the prospectus filed with the SEC, the partners were to generally exchange all of their interests in these partnerships and corporations for Accenture stock. Tyco International, Ltd.: With over $200 million in federal contract obligations, Tyco International was the 68 th largest publicly traded federal contractor in fiscal year 2001. About 76 percent of Tyco*s federal contracts are with the Department of Defense. The contracts are for such products and services as aeronautical and nautical system manufacturing, architect and engineering services, construction and restoration of facilities, maintenance and repairs, general purpose machine manufacturing, and environmental consulting services. According to SEC filings, in 1997 Tyco International, Ltd., incorporated in Massachusetts, merged into ADT Limited, a Bermuda corporation. The name of the combined company was changed from ADT Limited to Tyco International, Ltd. Each GAO- 03- 194R Federal Contractors Incorporated Offshore Page 8 Tyco share was converted to one share of stock in the combined company. In a press release, Tyco said that the combined company would provide cost, marketing, and service synergies. According to the prospectus to shareholders filed with the SEC, keeping the company incorporated in Bermuda would allow the combined company to preserve certain advantages enjoyed by ADT Limited. For example, Tyco International reported that its overall tax savings was over $400 million in 2001. (440163) *** End of document. ***