by John Bodur, MBADecember 1, 2023

Coca-Cola Denied Tax Relief in International Transfer Pricing Dispute

A recent transfer pricing case involving Coca-Cola and the IRS has sent ripples through the international tax world. The Tax Court ruled against Coca-Cola’s attempt to challenge a hefty transfer pricing adjustment relating to its Brazilian subsidiary. This decision brings valuable insights into the complexities of international tax law and the application of the arm’s length principle.


What is Transfer Pricing?

Transfer pricing refers to the pricing of transactions between related entities located in different countries. Tax authorities closely scrutinize these transactions to ensure that income is not artificially shifted to lower-tax jurisdictions.


The Dispute: Intellectual Property and Royalties

The IRS asserted that Coca-Cola’s Brazilian affiliate, a manufacturing hub, under-compensated the parent company for licenses to use valuable intellectual property (IP) like trademarks and technology. This resulted in a $882 million income adjustment being imposed on Coca-Cola.


The Brazilian Law Defense

Coca-Cola argued that Brazilian legal restrictions on royalty payments to foreign companies effectively “blocked” the transfer of the full arm’s length compensation.

However, the Tax Court found this argument unconvincing for two reasons:

Unequal Application: The Brazilian restriction only applied to transactions between related entities, not to independent companies. Therefore, it did not satisfy the requirement of affecting “similarly situated” parties.

Dividend Payments: The Brazilian affiliate compensated Coca-Cola through significant dividend payments, indicating that the “blocked income” argument was not applicable.


Failed Grandfather Clause Argument

Coca-Cola further sought refuge under a grandfather clause exempting specific pre-1985 IP licenses from transfer pricing adjustments. However, the Court found insufficient evidence to establish that the Brazilian affiliate’s royalty payments fell within this exception.


Key Takeaways

This case highlights the importance of considering the following when dealing with transfer pricing:

Arm’s length principle: Transactions between related parties should be conducted at prices that would be charged between unrelated parties.

Foreign law restrictions: These restrictions may be considered in transfer pricing adjustments only if they apply to similarly situated taxpayers.

Burden of proof: The taxpayer bears the burden of proving that a foreign law restriction actually blocks an arm’s length payment.

Grandfather clauses: These clauses may exempt certain taxpayers from transfer pricing adjustments under specific circumstances. However, taxpayers must meet all the requirements to qualify.



The Coca-Cola case serves as a reminder that transfer pricing can be complex and requires careful consideration of various factors, including foreign legal restrictions and the specific details of each case. It also emphasizes the importance of maintaining accurate records and providing sufficient evidence to support your position in case of an audit.

For any questions related to Transfer Pricing, please contact our Global Business Services team.

John Bodur, MBA is a Senior Tax Consultant in the firm’s Global Business Services practice and is responsible for assisting clients and adding depth in all areas of the firm’s international tax consulting services including transfer pricing, and the firm’s compliance expertise.

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