Tax settlement could cost Medtronic $220 million

A pro­posed set­tle­ment with the IRS this week will re­solve a tax dis­pute that Med­tron­ic in­her­it­ed when it bought Covidien a year ago, but the Ire­land-based med­i­cal de­vice com­pany still has sev­er­al on­go­ing tax dis­putes and audits with the tax man.

On Tues­day, Med­tron­ic an­nounced it would pay as much as $220 mil­lion to­ward the $525 mil­lion tax set­tle­ment that Covidien's form­er own­er, Tyco International, re­cent­ly struck with the IRS. The set­tle­ment, which needs IRS ap­prov­al, is in­tend­ed to re­solve all of Covidien's U.S. tax dis­putes through 2007, when Tyco spun off the sur­gi­cal sup­ply com­pany, se­curi­ties fil­ings say.

In 2013, the IRS said Tyco owed more than $1 bil­lion in back tax­es and fees for tax years 1997 through 2000. The com­pany dis­agreed.

The dis­pute in­volved wheth­er Tyco could le­gal­ly claim de­duc­tions on its fed­er­al in­come tax­es for in­ter­est on bil­lions in "intercompany" loans. If the IRS had won at tri­al, it would have like­ly ap­plied the same legal rea­son­ing to an­oth­er $6.6 bil­lion in Tyco in­ter­est de­duc­tions through 2007, se­curi­ties fil­ings say.

In­stead, this week's set­tle­ment would re­quire Tyco to pay up to $142 mil­lion, less than it had al­read­y set a­side to cov­er the set­tle­ment. Wil­liam Blair & Co. an­a­lyst Nicho­las Hey­mann sent a note to investors call­ing the deal "en­cour­ag­ing" and "po­ten­tial­ly fa­vor­a­ble" to the com­panies. The IRS de­clined to com­ment.

Under com­plex legal agree­ments struck in 2007 and 2012, Tyco is re­spon­sible for pay­ing 27 percent of the set­tle­ment it struck with the IRS, while Covidien (now Med­tron­ic) will pay an­oth­er 42 percent. The re­main­der will be co­vered by TE Con­nec­tiv­i­ty, an­oth­er com­pany spun out of Tyco International in 2007.

Covidien has al­read­y "reached a­gree­ment" on dis­put­ed amounts of U.S. in­come tax­es for 2008 and 2009, but tax col­lec­tors are still audit­ing the com­pany's 2010, 2011 and 2012 tax­es, Med­tron­ic fil­ings say.

Ire­land's cor­po­rate tax rate is about one-third of the U.S. rate of 35 percent. The com­bined com­pany kept most of its exec­utives' of­fices in Fridley and pledged to cre­ate more U.S. jobs and in­vest­ments with its en­hanced fi­nan­cial flex­i­bil­i­ty af­ter the deal.

This month Med­tron­ic an­nounced plans to spend $9.3 bil­lion in cash and equiva­lents that was freed up through an in­ter­nal re­or­gan­i­za­tion of Med­tron­ic's form­er U.S.-con­trolled sub­sid­iar­ies out­side the coun­try.

The tax dis­putes be­tween Covidien and the IRS are not Med­tron­ic's only dis­pute with U.S. tax col­lec­tors.

Securities fil­ings de­scribe three sepa­rate on­go­ing tax dis­putes be­tween Med­tron­ic and the IRS, cov­er­ing fis­cal years 2005-11, plus on­go­ing audits of Med­tron­ic's fis­cal 2012, 2013 and 2014 in­come tax­es.

Each of the dis­putes be­tween 2005 and 2011 in­volve dis­agree­ments over "al­lo­ca­tion of in­come" be­tween then-U.S.-based Med­tron­ic and its Puer­to Rico manu­fac­tur­ing cen­ter, Med­tron­ic Puer­to Rico Operations Co., which is in­corpo­rat­ed in the Cay­man Islands, ac­cord­ing to se­curi­ties fil­ings.

The legal news serv­ice Law 360 has re­port­ed that Med­tron­ic is fight­ing an IRS de­mand for $561 mil­lion re­lat­ing to a tax dis­pute cov­er­ing fis­cal years 2005 and 2006. A tri­al on that was held last year, and a rul­ing is not ex­pect­ed be­fore April.

Joe Carlson • 612-673-4779