Author: Denise Bedell

Table Of Contents

Corporate treasurers face new challenges this year, despite all their cash.

Corporate treasurers’ balance sheets these days are bulging with cash. Much of it is being held offshore for tax reasons. Domestic authorities are increasingly up in arms over that fact. Their actions as a result of that ire could make it more difficult for companies to fund operations at a time when interest rates are expected to rise. And the opportunities that rate increases should create for higher yields may be more difficult to exploit as a result of new financial regulations. Activist investors, such as Carl Icahn, are already discontented with companies’ sitting on all this cash, and that discontent is likely to intensify.

In response, experts say treasurers must review their practices to make sure they align properly with the new environment. But that’s easier said than done.

It’s no secret that many multinationals keep much of their cash in low-tax jurisdictions. Of the 14 US companies on the Global Finance Cash 25 ranking, nine that do disclose their foreign cash have the majority of it in foreign subsidiaries (when long-term investments are included), though the cash is reported as the parents’ in their consolidated financial statements (see table, right). And no deferred tax liability need be established, so long as a company claims the cash is “permanently invested” there.

But with so much cash out of the reach of the IRS and increasing complaints over that lost potential revenue being voiced in Congress, the prospect is growing that companies will end up having to pay tax on it at some point. That potential tax liability could make it more expensive for the companies to borrow.

Borrowing costs could rise in part because rating agencies are starting to take the possibility of tax rule changes into consideration when evaluating companies’ credit-worthiness. In a report in June, Fitch Ratings, for example, found that the tax benefits of undistributed foreign earnings accounted for 27% of the earnings per share of General Electric, the Global 25 company with the most cash on its balance sheet. For other members of the Global 25 ranking, including Johnson & Johnson, Microsoft and Oracle, the EPS impact ranged from 15% to 22%.

Fitch also found that leverage as a ratio of funds from operations would be anywhere from 100% to 175% higher for those companies if their foreign cash were subject to US tax. “The exemption flatters, in our view, post-tax earnings and so too credit metrics based on consolidated financial metrics,” the analysts wrote. And they cautioned credit investors not to count on companies’ avoiding a tax liability on foreign undistributed earnings despite existing rules. As a result, the analysts wrote, “investors may underestimate credit risk” in connection with foreign cash.

Some experts say the recent spate of US corporate inversions, under which acquisitions of foreign companies allow a shift in tax domicile, is being driven by the need to access that cash rather than by the prospect of lower tax rates abroad.

In a recent paper, Edward Kleinbard, an international tax expert on the faculty of the University of Southern California law school and former chief of staff of Congress’s Joint Committee On Taxation, suggests that inversions reflect a fear on the part of corporates that Congress would otherwise put that off-shore money out of reach. “The recent surge in interest in inversion transactions,” Kleinbard writes, “is explained primarily by US-based multinational firms’ increasingly desperate efforts to find a use for their stockpiles of offshore cash.” Among the Global Cash 25, Pfizer is seeking such a shift in tax residency through an inversion, and others are expected to do so. [See our piece on Walgreen’s scrapped inversion

Concern over taxation isn’t limited to US multinationals. The Organization for Economic Development plans to tighten global rules for transfer pricing in an effort to crack down on the use of tax havens.


Even if their off-shore cash isn’t taxed, corporate treasurers face the prospect of higher borrowing costs, owing to the eventual end of easy monetary policies by many central banks, including the Federal Reserve and the Bank of England. With rates likely to rise, the Association for Financial Professionals reported in the August issue of its “Risk!” newsletter that companies are swapping floating-rate debt for fixed-rate, and using swaps to hedge future debt issuance. Some of that requires syndication among a group of banks. Might it be cheaper to repatriate the foreign cash?

Not by a long shot—at least not at present. Fitch’s analysts estimate it would take 14 years for a company borrowing at current rates of 4% (or 2.5% after taking into account the tax deduction for interest) to break even if instead it used foreign cash and paid US tax on the funds at a 35% rate. That assumes no tax was paid to the foreign jurisdiction, and in most cases, the IRS would credit any foreign taxes a company paid. But if interest rates rise, the analysts note, “the break-even time would fall and may start to influence management actions.”

Of course, companies can make use of their foreign cash through short-term loans from their subsidiaries. For US companies, for example, so long as the loan terms are for fewer than 30 days in a row and 60 in the aggregate, the companies face no US tax for repatriation. 

In fact, some analysts believe that companies make extensive use of such short-term intracompany loans, though such practices may fly in the face of the claim that the funds are “permanently invested.”

Jeff Wallace, a principal in the US consultancy Greenwich Treasury Advisors, says that big US banks as well as foreign ones are helping treasurers manage that money. He explains that companies with considerable overseas cash typically consolidate it in an in-house bank situated in such tax havens as Ireland, Luxembourg, the Netherlands or Switzerland. But he says big banks will offer to manage the in-house bank for them, saving them the expense of corporate staffing and IT infrastructure. Bank of America, for example, is very active in Ireland. On the other hand, he notes that foreign banks offer higher rates on deposits than comparably-rated US banks.

Nevertheless, the IRS rules about short-term loans lead other observers to doubt that corporate cash is just sitting in banks. “My sense is that the cash really is used all around the world by transforming it into intercompany loans and lending it to other subsidiaries, then paying it back at a specified time and then renewing the loan,” Jack Ciesielski, an analyst and principal at investment advisory firm R.G. Associates, wrote in an email. “The cash may be domiciled in any one country at a point in time, but moved anywhere else the day after balance sheet date.”


Corporate concerns about government action don’t end with potential taxation. As a result of new rules requiring institutional money market funds that invest in nongovernment securities to let their net asset values float instead of fixing them at a $1 a share, the AFP reports that corporate treasurers may find it more difficult to issue commercial paper to fund short-term needs or invest cash in money funds at higher yields—despite a rise in interest rates.

As an alternative to the funds, some US treasurers are looking to invest in overnight or other short-term loans based on repurchase agreements of securities, or repos. But calling repo “a big risk” requiring daily analysis, Anthony Carfang, partner and director in consultancy Treasury Strategies, says “There’s no way a company can get the trade and execution that a money fund company can.”

But Laurens Tijdhof, partner at treasury consultancy Zanders says that it may be worthwhile to invest directly rather than depend on money funds—despite their advantages in diversification and execution. The money funds tend to invest in repos backed by a variety of collateral including lower-grade securities (for example, mortgage-backed securities), but corporates could insist on government-backed repos only, reducing the risk somewhat. “There has been quite a lot of discussion [among corporates] about this.”

Nonetheless, the AFP finds in its most recent corporate liquidity survey that 52% of corporate cash currently resides in banks, up from 50% last year and 25% in 2008.

But treasurers may need to reevaluate how and where they hold their deposits, and in fact must revisit their banking relationships entirely in light of Basel III global banking regulations. Carfang characterizes Basel III’s unprecedented emphasis on the liability side of bank balance sheets as a potential “sea change” in banking relationships, and the biggest in three or four decades.

More specifically, Carfang explains that for deposits that aren’t stable, owing to customers’ inconsistent cash flow, “corporates may find that banks no longer want all of their business.”

In addition, regulators may frown on banks’ paying a premium for deposits because that could indicate they are attempting to purchase them, which in turn would suggest their funding is weak.

Finally, treasurers may also soon have to post collateral if they are using derivatives to hedge interest-rate, commodity or currency risk. Although the requirements dictated by the Dodd-Frank Act were expected to exempt nonfinancial end users, the exemption has yet to be provided four years after the legislation was signed into law. That’s because bank regulators contend the law requires that collateral be posted by non-FIs, despite a letter from the law’s authors saying the opposite.

“It’s been a slow-moving train wreck,” says Luke Zubrod, director of risk and regulatory advice at consultancy Chatham Financial, of the derivatives rules.

And while new rules are expected as this article goes to press, Chatham doesn’t expect them to grant a complete exemption for nonfinancial end users. In fact, companies are now likely to have to either post collateral up front on such swaps or agree to do so once the value of the swap reaches a certain threshold. 

“It’s going to be very painful,” says Zubrod.