• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place

2

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster

1

Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place

2

MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year

3

Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster

Procter & Gamble and the dark art of tax avoidance

By
Allan Sloan
Allan Sloan
Down Arrow Button Icon
By
Allan Sloan
Allan Sloan
Down Arrow Button Icon
October 19, 2011, 9:00 AM ET
Add Fortune on Google for similar content.

How P&G gets past paying taxes on deals is perfectly legal, but it’s still a prime example of why the system needs reform.



FORTUNE — The tax-avoidance spotlight has been shining brightly, via the media, on companies like General Electric (GE), Exxon Mobil (XOM), Verizon (VZ), and big multinational banks. But some of the most clever and innovative tax avoiding is being done by a company not usually associated with financial wheeling and dealing: Procter & Gamble (PG).

In three deals spread over almost a decade, the owner of Tide detergent, Bounty towels, Gillette shaving products, and many other household names has managed to reopen a loophole that Congress closed in 1997. By my estimate, P&G’s profits on the deals, which involve selling brands it no longer wants, total about $6 billion and are tax-free to the company, and are tax-deferred to its shareholders, possibly forever. A straight-up sale would have triggered a $2 billion federal tax bill and a hefty state tax bill (for details, see my calculations at the bottom of the page). All three involve so-called Reverse Morris Trust transactions, of which more later. “P&G is the most active practitioner of this technique,” says tax expert Robert Willens of Robert Willens LLC.

Why isn’t P&G on the tax radar? Because it has kept a low profile, and because the deals have been spread out over an extended period: Jif peanut butter and Crisco shortening in a 2002 deal, Folgers coffee in 2008, and Pringles chips in a deal scheduled to close later this year. Besides, the deals are so convoluted that you have to be a tax techie (or a masochist) to make your way through them.

Before we proceed, let’s be clear: I’m not accusing P&G of wrongdoing. The deals are perfectly legal, and under current market mores, P&G’s obligation to maximize its owners’ returns trumps its obligation to pay taxes to support our society. “P&G’s goal in these transactions is to achieve the best value for company shareholders, while also seeking a good fit for the business being sold,” says company spokesman Jennifer Chelune. Fair enough.


10 companies with the most untaxed foreign income

If there’s no abuse, why am I discussing these sales? To show that the system needs reforming. To demonstrate how even a company like P&G practices the dark tax-avoiding arts. And to show how big the stakes are.

I’ve been following P&G’s transactions since 2001, when it announced plans to do a tax-advantaged deal to sell Jif to J.M. Smucker, the jam and jelly giant. It made me smile. Who could resist writing about combining PB with J? Not me. Then came the Folgers deal, and now Pringles.

Let me give you some history, and show you how this works. Until 1997, Morris Trusts were a routine tax-free dealmaking maneuver. A company would stick a business it wanted to unload into a new corporation owned by its shareholders, which is a tax-free transaction. A nanosecond later, a buyer would acquire the new corporation in a tax-free stock-for-stock deal. Company holders would thus end up with shares in both the original company and in the buyer of the business being unloaded.

But after several deals that involved lots of cash turned Morris Trusts into major tax drains that were more like sales than mere tax-efficient corporate spinoffs — Disney’s (DIS) sale of newspapers and General Motors’ (DIS) sale of its defense business got the most ink — Congress tightened the rules. Loophole openers begat Reverse Morrises, which require that shareholders of the selling company end up with a majority stake in the acquiring company — a big disincentive to buyers. But P&G has managed to find buyers — Smucker in 2002 and 2008, Diamond Foods in 2011 — willing to do that.

Even if current bids to “reform” corporate taxes by lowering the rate and broadening the base are enacted, you can bet that P&G would still be out doing Reverse Morris Trust deals or something similar. At a 25% corporate tax rate rather than the current 35%, P&G would still keep $1.5 billion away from the IRS. It would do whatever it could to make the sales tax-free unless all available loopholes get nailed shut. Good luck getting that done.

After all, corporate tax avoidance is as American as apple pie and … well, peanut butter and jelly.

 



This article is from the November 7, 2011 issue of Fortune.

About the Author
By Allan Sloan
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in

Brown University Professor Roberto Serrano, a man in a suit holding onto a gold trophy--the King Of Spain Economy Award"-- before Spain's King Felipe and a painted wall.
AIEducation
‘Humanity has chosen to become idiots’: This Brown professor switched to take-home exams after a mass shooting and discovered mass cheating
By Catherina GioinoJune 29, 2026
8 hours ago
bis
EconomyMarkets
The central bank of central banks just released its flagship annual report — and it sees a $1 trillion AI investment boom headed for a reckoning
By Nick LichtenbergJune 29, 2026
9 hours ago
U.S. official says $6 billion in frozen Iranian assets will be released, while Oman discusses possible Hormuz service fees with Tehran
PoliticsIran
U.S. official says $6 billion in frozen Iranian assets will be released, while Oman discusses possible Hormuz service fees with Tehran
By Jon Gambrell, Josh Boak and The Associated PressJune 29, 2026
10 hours ago
paralegal
AIdisruption
The most reassuring argument about AI and jobs quietly explains why Gen Z can’t get one
By Nick LichtenbergJune 29, 2026
13 hours ago
This summer’s heat is a live stress test for data centers—here’s what it’s revealing in real time
AIData centers
This summer’s heat is a live stress test for data centers—here’s what it’s revealing in real time
By Tristan BoveJune 29, 2026
13 hours ago
Lisa Cook and E. Jean Carroll win against Trump at the Supreme Court
NewslettersMPW Daily
Lisa Cook and E. Jean Carroll win against Trump at the Supreme Court
By Emma HinchliffeJune 29, 2026
13 hours ago

Most Popular

Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
Success
Elon Musk on MacKenzie Scott giving away $26 billion of her fortune: 'Sadly,' it makes the world a worse place
By Sydney LakeJune 29, 2026
15 hours ago
MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
Success
MacKenzie Scott alone accounted for one-third of America's $19.2 billion in megagifts last year
By Sydney LakeJune 25, 2026
5 days ago
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
Success
Philanthropy leader at Warren Buffett and Bill Gates’ Giving Pledge says children of billionaires are pushing them to give their wealth away faster
By Preston ForeJune 27, 2026
3 days ago
The retired college professor fighting a $313 trespassing ticket in Wisconsin thinks he's part of a national struggle
Environment
The retired college professor fighting a $313 trespassing ticket in Wisconsin thinks he's part of a national struggle
By Catherina GioinoJune 28, 2026
2 days ago
Cristiano Ronaldo is soccer's first-ever billionaire: He went from begging for burgers outside McDonald's to landing a $400 million contract
Success
Cristiano Ronaldo is soccer's first-ever billionaire: He went from begging for burgers outside McDonald's to landing a $400 million contract
By Preston ForeJune 28, 2026
2 days ago
Ex-Google engineer says Larry Page, Sergey Brin and Sundar Pichai share the same trait—it's the lesson he swears by as a $7.2 billion AI CEO
Success
Ex-Google engineer says Larry Page, Sergey Brin and Sundar Pichai share the same trait—it's the lesson he swears by as a $7.2 billion AI CEO
By Orianna Rosa RoyleJune 28, 2026
2 days ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.