U.S. Income Tax Return of a Foreign Sales Corporations; Schedule P, Transfer Price or Commission

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Instructions for Form 1120-FSC

8:58 - 1-MAR-2006

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2005

Department of the Treasury
Internal Revenue Service

Instructions for Form
1120-FSC
U.S. Income Tax Return of a Foreign Sales Corporation
Section references are to the Internal Revenue Code unless otherwise noted.
Contents
What’s New . . . . . . . . . . . . . . . . .
Photographs of Missing Children . . .
Unresolved Tax Issues . . . . . . . . .
How To Get Forms and
Publications . . . . . . . . . . . . . . .
General Instructions . . . . . . . . . .
Purpose of Form . . . . . . . . . . . .
FSC Repeal and Extraterritorial
Income Exclusion . . . . . . . . . .
Pre-Repeal FSC Rules . . . . . . . .
Who Must File . . . . . . . . . . . . . .
When To File . . . . . . . . . . . . . .
Where To File . . . . . . . . . . . . . .
Who Must Sign . . . . . . . . . . . . .
Paid Preparer Authorization . . . .
Other Forms and Statements
That May Be Required . . . . . .
Assembling the Return . . . . . . . .
Accounting Methods . . . . . . . . . .
Accounting Period . . . . . . . . . . .
Rounding Off To Whole Dollars . .
Recordkeeping . . . . . . . . . . . . .
Payment of Tax Due . . . . . . . . .
Estimated Tax Payments . . . . . .
Interest and Penalties . . . . . . . . .
Specific Instructions . . . . . . . . . .
Tax and Payments . . . . . . . . . . .
Schedule A – Cost of Goods Sold
Related To Foreign Trading
Gross Receipts . . . . . . . . . . .
Additional Information . . . . . . . . .
Schedule B – Taxable Income or
(Loss) . . . . . . . . . . . . . . . . . .
Schedule E – Exemption
Percentages Used in Figuring
Exempt Foreign Trade Income
Schedule F – Net Income From
Nonexempt Foreign Trade
Income and Taxable
Nonforeign Trade Income . . . .
Schedule G – Deductions
Allocated or Apportioned to
Foreign Trade Income Other
Than Foreign Trade Income
Reported on Schedule F . . . . .
Schedule J – Tax Computation . . .
Schedule L – Balance Sheets per
Books . . . . . . . . . . . . . . . . . .
Schedule M-1 . . . . . . . . . . . . . .
Principal Business Activity Codes

What’s New

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AJCA. See section 542(c). The form was
amended to reflect the repeal of these rules.
• A corporation may elect to deduct
qualified cash contributions made after
August 27, 2005, and before January 1,
2006, for relief efforts related to Hurricane
Katrina, Rita, or Wilma, without regard to the
10% taxable income limit. See Pub. 4492,
Information for Taxpayers Affected by
Hurricanes Katrina, Rita, and Wilma.
• A corporation with a food inventory from a
trade or business may deduct charitable
contributions of “apparently wholesome
food” made after August 27, 2005, and
before January 1, 2006. See section
170(e)(3)(C).
• A corporation is allowed a deduction for
qualified book contributions made after
August 27, 2005, and before January 1,
2006, to certain public schools. See section
170(e)(3)(D).
• The Gulf Opportunity Zone Act of 2005
provided additional tax relief for corporations
affected by Hurricanes Katrina, Rita, and
Wilma. For details, see Pub. 4492.

Photographs of
Missing Children
The Internal Revenue Service is a proud
partner with the National Center for Missing
and Exploited Children. Photographs of
missing children selected by the Center may
appear in instructions on pages that would
otherwise be blank. You can help bring
these children home by looking at the
photographs and calling 1-800-THE-LOST
(1-800-843-5678) if you recognize a child.

Unresolved Tax Issues
. . 9-10

. 10-11
. 11-12
. 12-13
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• The foreign personal holding company
provisions of sections 551 through 558 have
been repealed by the American Jobs
Creation Act of 2004 (AJCA). Furthermore,
foreign corporations are now exempted from
the personal holding company rules by the

If the FSC has attempted to deal with an
IRS problem unsuccessfully, it should
contact the Taxpayer Advocate. The
Taxpayer Advocate independently
represents the FSC’s interests and concerns
within the IRS by protecting its rights and
resolving problems that have not been fixed
through normal channels.
While Taxpayer Advocates may not
change the tax law or make a technical tax
decision, they may clear up problems that
resulted from previous contacts and ensure
that the FSC’s case is given a complete and
impartial review.
The FSC’s assigned personal advocate
will listen to its point of view and will work
with the FSC to address its concerns. The
FSC can expect the advocate to provide:
• A “fresh look” at a new or on-going
problem,
• Timely acknowledgment,
Cat. No. 11532V

• The name and phone number of the

individual assigned to its case,
Updates on progress,
Timeframes for action,
Speedy resolution, and
Courteous service.
When contacting the Taxpayer Advocate,
the FSC should be prepared to provide the
following information.
• The FSC’s name, address, and employer
identification number.
• The name and telephone number of an
authorized contact person and the hours he
or she can be reached.
• The type of tax return and year(s)
involved.
• A detailed description of the problem.
• Previous attempts to solve the problem
and the office that was contacted.
• A description of the hardship the FSC is
facing and supporting documentation (if
applicable).
The FSC can contact a Taxpayer
Advocate as follows.
• Call the Taxpayer Advocate’s toll-free
number: 1-877-777-4778.
• Call, write, or fax the Taxpayer Advocate
office in its area (see Pub. 1546 for
addresses and phone numbers).
• TTY/TDD help is available by calling
1-800-829-4059.
• Visit the website at www.irs.gov/advocate.

•
•
•
•

How To Get Forms
and Publications
Personal computer. You can access the
IRS website 24 hours a day, 7 days a week,
at www.irs.gov to:
• Download forms, instructions, and
publications;
• Order IRS products online;
• Research your tax questions online;
• Search publications online by topic or
keyword; and
• Sign up to receive local and national tax
news by email.
CD-ROM. You can order Pub. 1796, IRS
Tax Products CD-ROM, and obtain:
• A CD that is released twice so you have
the latest products. The first release ships in
late December and the final release ships in
late February;
• Current year forms, instructions, and
publications;
• Prior year forms, instructions, and
publications;
• Tax Map: an electronic research tool and
finding aid;
• Tax law frequently asked questions
(FAQs);

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Instructions for Form 1120-FSC

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• Tax topics from the IRS telephone
response system;
• Fill-in, print, and save features for most
tax forms;
• Internal Revenue Bulletins; and
• Toll-free and email technical support.
Buy the CD-ROM from the National
Technical Information Service (NTIS) at
www.irs.gov/cdorders for $25 (no handling
fee) or call 1-877-CDFORMS
(1-877-233-6767) toll free to buy the
CD-ROM for $25 (plus a $5 handling fee).
By phone and in person. You can order
forms and publications by calling
1-800-TAX-FORM (1-800-829-3676). You
can also get most forms and publications at
your local IRS office.

General Instructions
Purpose of Form
Use Form 1120-FSC to report the income,
gains, losses, deductions, credits, and to
figure the income tax liability of a FSC.

FSC Repeal and
Extraterritorial Income
Exclusion
In general, the FSC Repeal and
Extraterritorial Income Exclusion Act of
2000:
• Repealed the FSC rules,
• Provided taxpayers with an exclusion,
which is figured on Form 8873,
Extraterritorial Income Exclusion, and
• Provided transition rules for existing FSCs
(see Transition Rules for Existing FSCs
below).
Note. The American Jobs Creation Act of
2004 repealed the extraterritorial income
exclusion provisions generally for
transactions after 2004, subject to a
transition rule.

Transition Rules for Existing
FSCs
In general, a FSC that was in existence on
September 30, 2000, and at all times
thereafter, may continue to use the FSC
rules for qualifying transactions in the
ordinary course of business that are
pursuant to a binding contract between the
FSC (or a person related to the FSC) and a
person other than a related person if that
binding contract was in effect on September
30, 2000, and has remained in effect. A
binding contract includes a purchase,
renewal, or replacement option that is
enforceable against a lessor or seller
(provided the option is part of a contract that
is binding and in effect on September 30,
2000, and has remained in effect).
The mere entering into of a single
transaction, such as a lease, would not, in
and of itself, prevent the transaction from
being in the ordinary course of business.

Election To Apply Exclusion Rules
Taxpayers may elect to apply the
extraterritorial income exclusion rules
instead of the FSC rules for transactions
occurring during the transition period. The
election is:

• Made by checking the box on line 2 of

Form 8873,
• Made on a transaction-by-transaction
basis,
• Effective for the tax year for which it is
made and for all subsequent tax years, and
• Revocable only with the consent of the
IRS.
Taxpayers use Form 8873 to determine
their extraterritorial income exclusion.

Election To Be Treated as a
Domestic Corporation
A FSC that was in existence on September
30, 2000, and at all times thereafter, may
elect to be treated as a domestic corporation
if substantially all of its gross receipts are
foreign trading gross receipts.
The election is made by checking the
box on line 3 of Form 8873. An electing
corporation files Form 1120, U.S.
Corporation Income Tax Return, or Form
1120-A, U.S. Corporation Short-Form
Income Tax Return. Once made, the
election applies to the tax year for which it is
made and remains in effect for all
subsequent years unless the election is
revoked or terminated. If the election is
revoked or terminated, the corporation
would be a foreign corporation that files
Form 1120-F, U.S. Income Tax Return of a
Foreign Corporation. Furthermore, the
foreign corporation would not be eligible to
reelect to be treated as a domestic
corporation for 5 tax years beginning with
the first tax year for which the original
election is not in effect as a result of the
revocation or termination.
Effect of election. A FSC that elects to be
treated as a domestic corporation ceases to
be a FSC for any tax year for which the
election applies (and for any subsequent tax
year).

FSC Election
No corporation may elect to be a FSC or a
small FSC (defined below) after September
30, 2000.

Termination of Inactive FSCs
If a FSC has no foreign trade income (see
definition under Tax Treatment of a FSC
below) for any 5 consecutive tax years
beginning after December 31, 2001, the
FSC will no longer be treated as a FSC for
any tax year beginning after that 5-year
period.

Additional Information
For additional information regarding the
rules discussed above, see Rev. Proc.
2001-37, 2001-1 C.B. 1327.

Pre-Repeal FSC Rules
Definition of a Foreign
Sales Corporation (FSC)
Under section 922(a), a FSC is defined as a
corporation that has met all of the following
rules.
1. It must be a corporation created or
organized under the laws of a qualifying
foreign country or any U.S. possession other
than Puerto Rico.
Qualifying U.S. possessions include
Guam, American Samoa, the

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Commonwealth of the Northern Mariana
Islands, and the U.S. Virgin Islands.
A qualifying foreign country is a foreign
country that meets the exchange of
information rules of section 927(e)(3)(A) or
(B). All U.S. possessions other than Puerto
Rico are also certified to have met these
rules.
The following countries are qualifying
foreign countries that have met the
exchange of information rules of section
927(e)(3)(A) or 927(e)(3)(B): Australia,
Austria, Barbados, Belgium, Bermuda,
Canada, Costa Rica, Cyprus, Denmark,
Dominica, the Dominican Republic, Egypt,
Finland, France, Germany, Grenada,
Guyana, Honduras, Iceland, Ireland,
Jamaica, Korea, Malta, the Marshall Islands,
Mexico, Morocco, the Netherlands, New
Zealand, Norway, Pakistan, Peru, the
Philippines, St. Lucia, Sweden, and Trinidad
and Tobago.
2. It had no more than 25 shareholders
at any time during the tax year.
3. It had no preferred stock outstanding
at any time during the tax year.
4. During the tax year, the FSC must
maintain:
• An office in one of the qualifying
foreign countries or U.S. possessions listed
above,
• A set of permanent books of account
(including invoices) at that office, and
• The books and records required under
section 6001 at a U.S. location to sufficiently
establish the amount of gross income,
deductions, credits, or other matters
required to be shown on its tax return.
5. It must have at least one director, at
all times during the tax year, who is not a
resident of the United States.
6. It must not be a member, at any time
during the tax year, of a controlled group of
which a DISC is a member.
7. It must have elected to be a FSC or
small FSC, and the election must have been
in effect for the tax year.
Small FSC. Section 922(b) defines a small
FSC as a corporation that:
• Elected small FSC status and has kept
the election in effect for the tax year and
• Is not a member, at any time during the
tax year, of a controlled group that includes
a FSC (unless that other FSC is also a small
FSC).
A small FSC is exempt from the foreign
management and foreign economic process
requirements outlined on page 3.
$5 million limit. Generally, any foreign
trading gross receipts of a small FSC for the
tax year that exceed $5 million are not to be
considered in determining its exempt foreign
trade income. The $5 million limit is reduced
if the small FSC has a short tax year. It may
also be reduced if the small FSC is a
member of a controlled group that contains
other small FSCs. See Regulations section
1.921-2(b) for more information.

Tax Treatment of a FSC
A FSC is not taxed on its exempt foreign
trade income. Section 923 defines foreign
trade income as the gross income of a FSC
attributable to foreign trading gross receipts
(defined on page 3).
The percentage of foreign trade income
exempt from tax is figured differently for

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Instructions for Form 1120-FSC

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income determined under the administrative
pricing rules (for details, see the instructions
for Schedule P (Form 1120-FSC)) and
income determined without regard to the
administrative pricing rules. These
percentages are computed on Schedule E,
page 4, Form 1120-FSC, and carried over to
lines 9a and 9b of Schedule B, page 3,
Form 1120-FSC, to figure taxable income or
(loss).
See section 923(a)(4) for a special rule
for foreign trade income allocable to a
cooperative. See section 923(a)(5) for a
special rule for military property.
Tax treaty benefits. A FSC may not claim
any benefits under any income tax treaty
between the United States and any foreign
country.

Foreign Trading Gross Receipts
A FSC is treated as having foreign trading
gross receipts (defined in section 924) only
if it has met certain foreign management
and foreign economic process requirements.
Foreign trading gross receipts do not
include:
• Certain excluded receipts (defined in
section 924(f)).
• Receipts attributable to property excluded
from export property under section
927(a)(2).
• Investment income (defined in section
927(c)).
• Carrying charges (defined in section
927(d)(1)).
Note. Computer software licensed for
reproduction abroad is not excluded from
export property under section 927(a)(2).
Therefore, receipts attributable to the sale,
lease, or rental of computer software and
services related and subsidiary to such
transactions qualify as foreign trading gross
receipts.

Foreign Management Rules
A FSC (other than a small FSC) is treated
as having foreign trading gross receipts for
the tax year only if the management of the
FSC during the year takes place outside the
United States. These management activities
include:
• Meetings of the board of directors and
meetings of the shareholders.
• Disbursing cash, dividends, legal and
accounting fees, salaries of officers, and
salaries or fees of directors from the
principal bank account (see below).
• Maintaining the principal bank account at
all times during the tax year.
Meetings of directors and meetings of
the shareholders. All meetings of the
board of directors of the FSC and all
meetings of the shareholders of the FSC
that take place during the tax year must take
place outside the United States.
In addition, all such meetings must
comply with the local laws of the foreign
country or U.S. possession in which the
FSC was created or organized. The local
laws determine whether a meeting must be
held, when and where it must be held (if it is
held at all), who must be present, quorum
requirements, use of proxies, etc.
Principal bank accounts. See Regulations
section 1.924(c)-1(c) for information
regarding principal bank accounts.

Foreign Economic Process Rules
A FSC (other than a small FSC) has foreign
trading gross receipts from any transaction
only if certain economic processes for the
transaction take place outside the United
States. Section 924(d) and Regulations
section 1.924(d)-1 set forth the rules for
determining whether a sufficient amount of
the economic processes of a transaction
takes place outside the United States.
Generally, a transaction will qualify if the
FSC satisfies two requirements:
• Participation outside the United States in
the sales portion of the transaction and
• Satisfaction of either the 50% or the 85%
foreign direct cost test.
The activities comprising these economic
processes may be performed by the FSC or
by any other person acting under contract
with the FSC.
Participation outside the United States in
the sales portion of the transaction.
Generally, the requirement of section
924(d)(1)(A) is met for the gross receipts of
a FSC derived from any transaction if the
FSC has participated outside the United
States in the following sales activities
relating to the transaction: (1) solicitation
(other than advertising), (2) negotiation, and
(3) making a contract.
1. Solicitation (other than advertising) is
any communication (including, but not
limited to, telephone, telegraph, mail, or in
person) by the FSC, to a specific, targeted
customer or potential customer.
2. Negotiation is any communication by
the FSC to a customer or potential customer
aimed at an agreement on one or more of
the terms of a transaction, including, but not
limited to, price, credit terms, quantity, or
time or manner of delivery.
3. Making a contract refers to
performance by the FSC of any of the
elements necessary to complete a sale,
such as making or accepting an offer.
Grouping transactions. Generally, the
sales activities described above are to be
applied on a transaction-by-transaction
basis. However, a FSC may make an
annual election to apply any of the sales
activities on the basis of a group. To make
the election, check the applicable box on
line 10a, Additional Information, on page 2
of Form 1120-FSC. See Regulations section
1.924(d)-1(c)(5) for details.
Satisfaction of either the 50% or 85%
foreign direct cost test. To qualify as
foreign trading gross receipts, the foreign
direct costs incurred by the FSC attributable
to the transaction must equal or exceed
50% of the total direct costs incurred by the
FSC attributable to the transaction.
Instead of satisfying the 50% foreign
direct cost test, the FSC may incur foreign
direct costs attributable to activities
described in each of two of the section
924(e) categories. The costs must equal or
exceed 85% of the total direct costs incurred
by the FSC attributable to the activity
described in each of the two categories. If
no direct costs are incurred by the FSC in a
particular category, that category is not
taken into account for purposes of
determining whether the FSC has met either
the 50% or 85% foreign direct cost test.
Direct costs are costs that:

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• Are incident to and necessary for the

performance of any activity described in
section 924(e);
• Include the cost of materials consumed in
the performance of the activity and the cost
of labor that can be identified or associated
directly with the performance of the activity
(but only to the extent of wages, salaries,
fees for professional services, and other
amounts paid for personal services actually
rendered, such as bonuses or compensation
paid for services on the basis of a
percentage of profits); and
• Include the allowable depreciation
deduction for equipment or facilities (or the
rental cost for its use) that can be
specifically identified or associated with the
activity, as well as the contract price of an
activity performed on behalf of the FSC by a
contractor.
Total direct costs means all of the direct
costs of any transaction attributable to
activities described in any paragraph of
section 924(e). For purposes of the 50% test
of section 924(d)(1)(B), total direct costs are
based on the direct costs of all activities
described in all paragraphs of section
924(e). For purposes of the 85% test of
section 924(d)(2), however, the total direct
costs are determined separately for each
paragraph of section 924(e).
Foreign direct costs means the portion
of the total direct costs of any transaction
attributable to activities performed outside
the United States. For purposes of the 50%
test, foreign direct costs are based on the
direct costs of all activities described in all
paragraphs of section 924(e). For purposes
of the 85% test, however, foreign direct
costs are determined separately for each
paragraph of section 924(e).
For more details, see Regulations
section 1.924(d)-1(d).
Check the applicable box(es) on line 10b,
Additional Information, on page 2 of the
form, to indicate how the FSC met the
foreign direct costs requirement.
Grouping transactions. Generally, the
foreign direct cost tests under Regulations
section 1.924(d)-1(d) are applied on a
transaction-by-transaction basis. However,
the FSC may make an annual election (on
line 10d, Additional Information, on page 2
of the form) to apply the foreign direct cost
tests on a customer, contract, or product or
product line grouping basis. Any grouping
used must be supported by adequate
documentation of performance of activities
and costs of activities relating to the
grouping used. See Regulations section
1.924(d)-1(e) for details.
Exception for foreign military property.
The economic process rules do not apply to
any activities performed in connection with
foreign military sales except those activities
described in section 924(e). See
Regulations section 1.924(d)-1(f) for details.

Section 925(c) Rule
To use the administrative pricing rules to
determine the FSC’s (or small FSC’s) profit
on a transaction or group of transactions,
the FSC must perform (or contract with
another person to perform) all of the
economic process activities relating to the
transaction or group of transactions. All of
the direct and indirect expenses relating to

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Instructions for Form 1120-FSC

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the performance of those activities must be
reflected on the books of the FSC and on
Form 1120-FSC.
Under Temporary Regulations section
1.925(a)-1T(b)(2)(ii), an election may be
made to include on the FSC’s books all
expenses, other than cost of goods sold,
that are necessary to figure combined
taxable income for the transaction or group
of transactions. The expenses must be
identified on Schedule G on the applicable
line.

Who Must File
File Form 1120-FSC if the corporation
elected to be treated as a FSC or small
FSC, and the election is still in effect.
Note. A FSC that elects to be treated as a
domestic corporation under section
943(e)(1) does not file Form 1120-FSC.
Instead, it files Form 1120 (or Form 1120-A).

When To File
Generally, a corporation must file Form
1120-FSC by the 15th day of the 3rd month
after the end of its tax year. A FSC that has
dissolved must generally file by the 15th day
of the 3rd month after the date it dissolved.
If the due date falls on a Saturday,
Sunday, or legal holiday, the FSC may file
on the next business day.
Private delivery services. FSCs may use
certain private delivery services designated
by the IRS to meet the “timely mailing as
timely filing/paying” rule for tax returns and
payments. These private delivery services
include only the following.
• DHL Express (DHL): DHL Same Day
Service, DHL Next Day 10:30 am, DHL Next
Day 12:00 pm, DHL Next Day 3:00 pm, and
DHL 2nd Day Service.
• Federal Express (FedEx): FedEx Priority
Overnight, FedEx Standard Overnight,
FedEx 2Day, FedEx International Priority,
and FedEx International First.
• United Parcel Service (UPS): UPS Next
Day Air, UPS Next Day Air Saver, UPS 2nd
Day Air, UPS 2nd Day Air A.M., UPS
Worldwide Express Plus, and UPS
Worldwide Express.
The private delivery service can tell you
how to get written proof of the mailing date.
Private delivery services cannot
deliver items to P.O. boxes. You
CAUTION must use the U.S. Postal Service to
mail any item to an IRS P.O. box address.
Extension of time to file. File Form 7004,
Application for Automatic 6-month Extension
of Time To File Certain Business Income
Tax, Information, and Other Returns, to
request a 6-month extension of time to file.
Generally, file Form 7004 by the regular due
date of the Form 1120-FSC.

!

Where To File
File Form 1120-FSC with the Internal
Revenue Service Center, Philadelphia, PA
19255.

Who Must Sign
The return must be signed and dated by:
• The president, vice president, treasurer,
assistant treasurer, chief accounting officer;
or

• Any other corporate officer (such as tax

officer) authorized to sign.
If a return is filed on behalf of a FSC by a
receiver, trustee, or assignee, the fiduciary
must sign the return, instead of the
corporate officer. Returns and forms signed
by a receiver or trustee in bankruptcy on
behalf of a FSC must be accompanied by a
copy of the order or instructions of the court
authorizing signing of the return or form.
If an employee of the FSC completes
Form 1120-FSC, the paid preparer’s space
should remain blank. Anyone who prepares
Form 1120-FSC but does not charge the
FSC should not complete that section.
Generally, anyone who is paid to prepare
the return must sign it and fill in the “Paid
Preparer’s Use Only” area.
The paid preparer must complete the
required preparer information and:
• Sign the return in the space provided for
the preparer’s signature.
• Give a copy of the return to the taxpayer.
Note. A preparer may sign original or
amended returns by rubber stamp,
mechanical device, or computer software
programs.

Paid Preparer
Authorization
If the FSC wants to allow the IRS to discuss
its 2005 tax return with the paid preparer
who signed it, check the “Yes” box in the
signature area of the return. This
authorization applies only to the individual
whose signature appears in the “Paid
Preparer’s Use Only” section of the return. It
does not apply to the firm, if any, shown in
that section.
If the “Yes” box is checked, the FSC is
authorizing the IRS to call the paid preparer
to answer any questions that may arise
during the processing of its return. The FSC
is also authorizing the paid preparer to:
• Give the IRS any information that is
missing from the return,
• Call the IRS for information about the
processing of the return or the status of any
related refund or payment(s), and
• Respond to certain IRS notices about
math errors, offsets, and return preparation.
The FSC is not authorizing the paid
preparer to receive any refund check, bind
the FSC to anything (including any
additional tax liability), or otherwise
represent the FSC before the IRS.
The authorization will automatically end
no later than the due date (excluding
extensions) for filing the FSC’s 2006 tax
return. If the FSC wants to expand the paid
preparer’s authorization or revoke it before it
ends, see Pub. 947, Practice Before the IRS
and Power of Attorney.

Other Forms and
Statements That May Be
Required
Forms
The FSC may have to file some of the forms
listed below. See the form for more
information.
For a list of additional forms the FSC
may need to file (most notably, forms

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pertaining to the reporting of various types
of income, and any related withholding, to
U.S. persons, foreign persons, and the IRS),
see Pub. 542, Corporations.
• Form 5471, Information Return of U.S.
Persons With Respect to Certain Foreign
Corporations. This form may have to be filed
by certain U.S. officers, directors, or
shareholders of a FSC to report changes in
ownership (see sections 6046 and the
related regulations).
If a Form 1120-FSC is filed, Form 5471 is
not required to be filed to satisfy the
requirements of section 6038 (see
Temporary Regulations section
1.921-1T(b)(3)). However, certain U.S.
shareholders may be required to file Form
5471 and the applicable schedules to report
subpart F income.
See the instructions for Form 5471 for
more information.
• Form 5472, Information Return of a 25%
Foreign-Owned U.S. Corporation or a
Foreign Corporation Engaged in a U.S.
Trade or Business. Generally, a FSC that is
engaged in a trade or business in the United
States that had a reportable transaction with
a foreign or domestic related party during
the tax year must file Form 5472.
• Form 5713, International Boycott Report.
FSCs that had operations in, or related to,
certain “boycotting” countries file Form
5713.
• Form 8275, Disclosure Statement, and
Form 8275-R, Regulation Disclosure
Statement. Disclose items or positions taken
on a tax return that are not otherwise
adequately disclosed on a tax return or that
are contrary to Treasury regulations (to
avoid parts of the accuracy-related penalty
or certain preparer penalties).
• Form 8300, Report of Cash Payments
Over $10,000 Received in a Trade or
Business. Use this form to report the receipt
of more than $10,000 in cash or foreign
currency in one transaction or a series of
related transactions.
• Form 8886, Reportable Transaction
Disclosure Statement. Use this form to
disclose information for each reportable
transaction in which the FSC participated.
Form 8886 must be filed for each tax year
that the Federal Income tax liability of the
FSC is affected by its participation in the
transaction. The FSC may have to pay a
penalty if it is required to file Form 8886 and
does not do so. The following are reportable
transactions.
1. Any listed transaction which is a
transaction that is the same as or
substantially similar to tax avoidance
transactions identified by the IRS.
2. Any transaction offered under
conditions of confidentiality for which the
FSC paid an advisor a fee of at least
$250,000.
3. Certain transactions for which the
FSC has contractual protection against
disallowance of the tax benefits.
4. Certain transactions resulting in a
loss of at least $10 million in any single year
or $20 million in any combination of years.
5. Certain transactions resulting in a
book-tax difference of more than $10 million
on a gross basis required to be disclosed on
returns with due dates before January 6,
2006. For returns with due dates (including
extensions) after January 5, 2006, a

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transaction with a significant book-tax
difference is no longer a reportable
transaction unless it is also a transaction
described in one of the five other reportable
transaction categories. For more details, see
Notice 2006-6, 2006-5 I.R.B. 385.
6. Certain transactions resulting in a tax
credit of more than $250,000, if the FSC
held the asset generating the credit for 45
days or less.
Penalties. The FSC may have to pay a
penalty if it is required to disclose a
reportable transaction under section 6011
and fails to properly complete and file Form
8886. The penalty is $50,000 ($200,000 if
the reportable transaction is a listed
transaction) for each failure to file Form
8886 with its corporate return or for failure to
provide a copy of Form 8886 to the Office of
Tax Shelter Analysis (OTSA). Other
penalties, such as an accuracy-related
penalty under section 6662A, may also
apply. See the Instructions for Form 8886
for details.

Statements
Election to reduce basis under section
362(e)(2)(C). The transferor and transferee
in certain section 351 transactions may
make a joint election under section
362(e)(2)(C) to limit the transferor’s basis in
stock received instead of the transferee’s
basis in the transferred property. The
transferor and transferee may make the
election by attaching the statement as
provided in Notice 2005-70, 2005-41 I.R.B.
694, to their tax returns filed by the due date
(including extensions) for the tax year in
which the transaction occurred. Once made,
the election is irrevocable. See section
362(e)(2)(C) and Notice 2005-70.

Assembling the Return
To ensure that the FSC’s tax return is
correctly processed, attach all schedules
and other forms after page 6, Form
1120-FSC, and in the following order.
1. Form 4136.
2. Form 4626.
3. Form 851.
4. Additional schedules in alphabetical
order.
5. Additional forms in numerical order.
Complete every applicable entry space
on Form 1120-FSC. Do not enter “See
attached” instead of completing the entry
spaces. If more space is needed on the
forms or schedules, attach separate sheets
using the same size and format as the
printed forms. If there are supporting
statements and attachments, arrange them
in the same order as the schedules or forms
they support and attach them last. Show the
totals on the printed forms. Enter the FSC’s
name and EIN on each supporting
statement or attachment.

Accounting Methods
Figure taxable income using the method of
accounting regularly used in keeping the
FSC’s books and records. In all cases, the
method used must clearly show taxable
income. Permissible methods include cash,
accrual, or any other method authorized by
the Internal Revenue Code.

A member of a controlled group may not
use an accounting method that would distort
any group member’s income, including its
own. For example, a FSC acts as a
commission agent for property sales by a
related corporation that uses the accrual
method and pays the FSC its commission
more than 2 months after the sale. In this
case, the FSC should not use the cash
method because that method would
materially distort its income.
Generally, the following rules apply.
• A FSC (other than a qualified personal
service corporation) must use the accrual
method of accounting if its average annual
gross receipts exceed $5 million.
• Unless it is a qualifying taxpayer or a
qualifying small business taxpayer, a FSC
must use the accrual method for sales and
purchases of inventory items. See Schedule
A, Cost of Goods Sold Related to Foreign
Trading Gross Receipts, on page 7.
Change in accounting method. To
change its method of accounting used to
report taxable income (for income as a
whole or for the treatment of any material
item), the FSC must file Form 3115,
Application for Change in Accounting
Method. For more information, see Form
3115 and Pub. 538, Accounting Periods and
Methods.
Section 481(a) adjustment. The FSC
may have to make an adjustment under
section 481(a) to prevent amounts of
income or expense from being duplicated or
omitted. The section 481(a) adjustment
period is generally 1 year for a net negative
adjustment and 4 years for a net positive
adjustment. However, a FSC may elect to
use a 1-year adjustment period if the net
section 481(a) adjustment for the change is
less than $25,000. The FSC must complete
the appropriate lines of Form 3115 to make
the election.

Accounting Period
A FSC must figure its taxable income on the
basis of a tax year. A tax year is the annual
accounting period a FSC uses to keep its
records and report its income and expenses.
Generally, FSCs may use a calendar year or
a fiscal year. Personal service corporations,
however, must generally use a calendar
year.
Note. The tax year of a FSC must be the
same as the tax year of the principal
shareholder which, at the beginning of the
FSC tax year, has the highest percentage of
voting power. If two or more shareholders
have the highest percentage of voting
power, the FSC must have a tax year that
conforms to the tax year of any such
shareholder. See section 441(h).

Rounding Off To
Whole Dollars
The FSC may round off cents to whole
dollars on its return and schedules. If the
FSC does round to whole dollars, it must
round all amounts. To round, drop amounts
under 50 cents and increase amounts from
50 to 99 cents to the next dollar (for
example, $1.39 becomes $1 and $2.50
becomes $3).
If two or more amounts must be added to
figure the amount to enter on a line, include

-5-

cents when adding the amounts and round
off only the total.

Recordkeeping
Keep the FSC’s records for as long as they
may be needed for the administration of any
provision of the Internal Revenue Code.
Usually, records that support an item of
income, deduction, or credit on the return
must be kept for 3 years from the date the
return is due or filed, whichever is later.
Keep records that verify the FSC’s basis in
property for as long as they are needed to
figure the basis of the original or
replacement property.
The FSC should keep copies of all filed
returns. They help in preparing future and
amended returns.

Payment of Tax Due
The FSC must pay the tax due in full no
later than the 15th day of the 3rd month
after the end of the tax year. The method for
payment of the tax due depends upon
whether the FSC has an office or place of
business in the United States.
1. FSCs that do not maintain an office or
place of business in the United States must
pay the tax due directly to the IRS (that is,
do not use either of the depository methods
of tax payment described below). The tax
may be paid by check or money order,
payable to the “United States Treasury.” To
help ensure proper crediting, write the
FSC’s employer identification number (EIN),
“Form 1120-FSC,” and the tax period to
which the payment applies on the check or
money order. Enclose the payment when
Form 1120-FSC is filed with the Internal
Revenue Service Center, Philadelphia, PA
19255.
2. FSCs that maintain an office or place
of business in the United States must pay
the tax due using a qualified depositary. The
two methods of depositing corporate taxes
are discussed below.

Depository Methods of Tax
Payment
FSCs that maintain an office or place of
business in the United States may use
either of the two methods of depositing
corporate income taxes discussed below.

Electronic Deposit Requirement
The FSC must make electronic deposits of
all depository taxes (such as employment
tax, excise tax, and corporate income tax)
using the Electronic Federal Tax Payment
System (EFTPS) in 2006 if:
• The total deposits of such taxes in 2004
were more than $200,000 or
• The FSC was required to use EFTPS in
2005.
If the FSC is required to use EFTPS and
fails to do so, it may be subject to a 10%
penalty. If the FSC is not required to use
EFTPS, it may participate voluntarily. To
enroll in or get more information about
EFTPS, call 1-800-555-4477. To enroll
online, visit www.eftps.gov.
Depositing on time. For EFTPS deposits
to be made timely, the FSC must initiate the
transaction at least 1 business day before
the date the deposit is due.

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Deposits With Form 8109
If the FSC does not use EFTPS, deposit
FSC income tax payments (and estimated
tax payments) with Form 8109, Federal Tax
Deposit Coupon. If you do not have a
preprinted Form 8109, use Form 8109-B to
make deposits. You can get this form by
calling 1-800-829-4933 or visiting an IRS
taxpayer assistance center. Have your EIN
ready when you call or visit.
Do not send deposits directly to an IRS
office; otherwise, the FSC may have to pay
a penalty. Mail or deliver the completed
Form 8109 with the payment to an
authorized depositary (a commercial bank or
other financial institution authorized to
accept Federal tax deposits). Make checks
or money orders payable to the depositary.
If the FSC prefers, it may mail the
coupon and payment to: Financial Agent,
Federal Tax Deposit Processing, P.O. Box
970030, St. Louis, MO 63197. Make the
check or money order payable to “Financial
Agent.”
To help ensure proper crediting, write the
FSC’s EIN, the tax period to which the
deposit applies, and “Form 1120-FSC” on
the check or money order. Darken the
“1120” box under “Type of Tax” and the
appropriate “Quarter” box under “Tax
Period” on the coupon. Records of these
deposits will be sent to the IRS.
For more information on deposits, see
the instructions in the coupon booklet (Form
8109) and Pub. 583, Starting a Business
and Keeping Records.
If the FSC maintains an office or
place of business in the United
CAUTION States and it owes tax when it files
Form 1120-FSC, do not include the payment
with the tax return. Instead, mail or deliver
the payment with Form 8109 to an
authorized depositary, or use EFTPS, if
applicable.

!

Estimated Tax Payments
Generally, the following rules apply to the
FSC’s payments of estimated tax.
• The FSC must make installment
payments of estimated tax if it expects its
total tax for the year (less applicable credits)
to be $500 or more.
• The installments are due by the 15th day
of the 4th, 6th, 9th, and 12th months of the
tax year. If any date falls on a Saturday,
Sunday, or legal holiday, the installment is
due on the next regular business day.
• Use Form 1120-W, Estimated Tax for
Corporations, as a worksheet to compute
estimated tax.
• If the FSC maintains an office or place of
business in the United States and it does
not use EFTPS, use the deposit coupons
(Forms 8109) to make deposits of estimated
tax.
• If the FSC does not maintain an office or
place of business in the United States, it
must pay the estimated tax due directly to
the IRS.
• If the FSC overpaid estimated tax, it may
be able to get a quick refund by filing Form
4466, Corporation Application for Quick
Refund of Overpayment of Estimated Tax.
For more information on estimated tax
payments, including penalties that apply if

the FSC fails to make required payments,
see Line 3. Estimated tax penalty, on page
7.

Interest and Penalties
Interest. Interest is charged on taxes paid
late even if an extension of time to file is
granted. Interest is also charged on
penalties imposed for failure to file,
negligence, fraud, substantial valuation
misstatements, gross valuation
misstatements, substantial understatements
of tax, and reportable transaction
understatements from the due date
(including extensions) to the date of
payment. The interest charge is figured at a
rate determined under section 6621.
Late filing of return. A FSC that does not
file its tax return by the due date, including
extensions, may be penalized 5% of the
unpaid tax for each month or part of a month
the return is late, up to a maximum of 25%
of the unpaid tax. The minimum penalty for
a return that is over 60 days late is the
smaller of the tax due or $100. The penalty
will not be imposed if the FSC can show that
the failure to file on time was due to
reasonable cause. FSCs that file late should
attach a statement explaining the
reasonable cause.
Late payment of tax. A FSC that does not
pay the tax when due generally may be
penalized 1/2 of 1% of the unpaid tax for
each month or part of a month the tax is not
paid, up to a maximum of 25% of the unpaid
tax. The penalty will not be imposed if the
FSC can show that the failure to pay on time
was due to reasonable cause.
Trust fund recovery penalty. This penalty
may apply if certain income, social security,
and Medicare taxes that must be collected
or withheld are not collected or withheld, or
these taxes are not paid. These taxes are
generally reported on Form 941, Employer’s
Quarterly Federal Tax Return, or Form 945,
Annual Return of Withheld Federal Income
Tax.
The trust fund recovery penalty may be
imposed on all persons who are determined
by the IRS to have been responsible for
collecting, accounting for, and paying over
these taxes, and who acted willfully in not
doing so. The penalty is equal to the unpaid
trust fund tax. See Pub. 15 (Circular E),
Employer’s Tax Guide, for details, including
the definition of responsible persons.
Other penalties. Other penalties may be
imposed for negligence, substantial
understatement of tax, and fraud. See
sections 6662, 6662A, and 6663.
A FSC may also be subject to a penalty
(under section 6686) of:
• $100 for each failure to supply
information, up to $25,000 during the
calendar year.
• $1,000 for not filing a return.
These penalties will not apply if the FSC
can show that the failure to furnish the
required information was due to reasonable
cause.

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Specific Instructions
Period covered. File the 2005 return for
calendar year 2005 and fiscal years that
begin in 2005 and end in 2006. For a fiscal
year return, fill in the tax year space at the
top of the form.
Note. The 2005 Form 1120-FSC may also
be used if:
• The FSC has a tax year of less than 12
months that begins and ends in 2006 and
• The 2006 Form 1120-FSC is not available
at the time the FSC is required to file its
return.
The FSC must show its 2006 tax year on
the 2005 Form 1120-FSC and take into
account any tax law changes that are
effective for tax years beginning after
December 31, 2005.
Name. Print or type the FSC’s true name
(as set forth in the charter or other legal
document creating it).
Address. Enter the U.S. address where the
FSC maintains the records required under
section 6001. Include the suite, room, or
other unit number after the street address. If
the Post Office does not deliver mail to the
street address and the FSC has a P.O. box,
show the box number instead.
If the FSC receives its mail in care of a
third party (such as an accountant or an
attorney), enter on the street address line
“C/O” followed by the third party’s name and
street address or P.O. box.
Item A. Foreign country or U.S.
possession of incorporation. See
Definition of a Foreign Sales Corporation
(FSC) on page 2.
Item E. Total assets. Enter the FSC’s total
assets (as determined by the accounting
method regularly used in keeping the FSC’s
books and records) at the end of the tax
year from page 6, Schedule L, column (d),
line 15. If there are no assets at the end of
the tax year, enter -0-.
Item F. Final return, name change,
address change, or amended return.
• If this is the FSC’s final return and it will
no longer exist, check the “Final return” box.
• If the FSC changed its name since it last
filed a return, check the box for “Name
change.” Generally, a FSC also must have
amended its articles of incorporation and
filed the amendment with the jurisdiction in
which it was incorporated.
• If the FSC has changed its address since
it last filed a return (including a change to an
“in care of” address), check the box for
“Address Change.”
Note. If a change of address occurs after
the return is filed, use Form 8822, Change
of Address, to notify the IRS of the new
address.
• If the FSC is amending its return, check
the box for “Amended return.”

FSC Information
Line 1. Principal shareholder. Complete
lines 1a through 1h for the shareholder
(individual, corporation, partnership, trust, or
estate) that was the principal shareholder at
the beginning of the FSC’s tax year. See the
Note on page 5 under Accounting Period.

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Foreign address. Enter the information
in the following order: city, province or state,
and country. Follow the country’s practice
for entering the postal code. Do not
abbreviate the country name.
Line 2. Parent-subsidiary controlled
group. If the FSC is a subsidiary in a
parent-subsidiary controlled group and the
principal shareholder is not the common
parent of the group, complete lines 2a
through 2g for the common parent. Enter the
consolidated total assets on line 2d for a
group that files a consolidated return;
otherwise, enter only the common parent’s
total assets.
Note. Check the “Yes” box on line 2 if the
FSC is a subsidiary in a parent-subsidiary
controlled group. This applies even if the
FSC is a subsidiary member of one group
and the parent corporation of another.
The term “parent-subsidiary controlled
group” means one or more chains of
corporations connected through stock
ownership (sections 927(d)(4) and
1563(a)(1)). Both of the following
requirements must be met.
1. More than 50% of the total combined
voting power of all classes of stock entitled
to vote or more than 50% of the total value
of all classes of stock of each corporation in
the group (except the parent) must be
owned by one or more of the other
corporations in the group.
2. The common parent must own more
than 50% of the total combined voting power
of all classes of stock entitled to vote or
more than 50% of the total value of all
classes of stock of at least one of the other
corporations in the group.
Stock owned directly by other members
of the group is not counted when computing
the voting power or value.
See sections 927(d)(4) and 1563(d)(1)
for the definition of “stock” for purposes of
determining stock ownership above.

Tax and Payments
Line 2h. Backup withholding. If the FSC
had income tax withheld from any payments
it received due to backup withholding,
include the amount withheld in the total for
line 2h. Show the amount withheld in the
blank space in the right-hand column
between lines 1 and 2h, and write “backup
withholding.”
Note. Do not include backup withholding
amounts on line 2g. Include on line 2g only
amounts withheld under Chapter 3 of the
Code.
Line 3. Estimated tax penalty. A FSC that
does not make estimated tax payments
when due may be subject to an
underpayment penalty for the period of
underpayment. Generally, a FSC is subject
to the penalty if its tax liability is $500 or
more and it did not timely pay the smaller of:
• Its tax liability for 2005 or
• Its prior year’s tax.
See section 6655 for details and
exceptions, including special rules for large
corporations.
Use Form 2220, Underpayment of
Estimated Tax by Corporations, to see if the

FSC owes the penalty and to figure the
amount of the penalty. Generally, the FSC
does not have to file this form because the
IRS can figure the amount of any penalty
and bill the FSC for it. However, even if the
FSC does not owe the penalty, complete
and attach Form 2220 if:
• The annualized income or adjusted
seasonal installment method is used or
• The FSC is a large corporation computing
its first required installment based on the
prior year’s tax. (See the Form 2220
instructions for the definition of a large
corporation.)
If Form 2220 is attached, check the box
on line 3 and enter the amount of any
penalty on this line.

Schedule A
Cost of Goods Sold Related To
Foreign Trading Gross Receipts
Complete Schedule A only for the cost of
goods sold deduction related to foreign
trading gross receipts reported on lines 1
through 5 of Schedule B.
Complete column (a) to show the cost of
goods sold for inventory acquired in
transactions using the administrative pricing
rules. Complete column (b) to show the cost
of goods sold for inventory acquired in
transactions that did not use the
administrative pricing rules. For details on
the administrative pricing rules, see the
Instructions for Schedule P (Form
1120-FSC).
If the FSC acts as another person’s
commission agent on a sale, do not enter
any amount on Schedule A for the sale.
Small FSCs will have to make two
separate computations for cost of goods
sold if their foreign trading gross receipts
exceed the limitation amount on line 6e of
Schedule B. In this case, a deduction for
cost of goods sold will be figured separately
for the income on line 6h of Schedule B, and
separately for the income on line 7 of
Schedule F.
Generally, inventories are required at the
beginning and end of each tax year if the
purchase or sale of merchandise is an
income-producing factor. See Regulations
section 1.471-1.
However, if the FSC is a qualifying
taxpayer or a qualifying small business
taxpayer, it may adopt or change its
accounting method to account for
inventoriable items in the same manner as
materials and supplies that are not
incidental (unless its business is a tax
shelter (as defined in section 448(d)(3))).
A qualifying taxpayer is a taxpayer that,
for each prior tax year ending after
December 16, 1998, has average annual
gross receipts of $1 million or less for the
3-tax-year period ending with that prior year.
A qualifying small business taxpayer is a
taxpayer (a) that, for each prior tax year
ending on or after December 31, 2000, has
average annual gross receipts of $10 million
or less for the 3-tax-year period ending with
that prior tax year and (b) whose principal
business activity is not an ineligible activity.
Under this accounting method, inventory
costs for merchandise purchased for resale
are deductible in the year the merchandise

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is sold (but not before the year the FSC paid
for the merchandise, if it is also using the
cash method). For additional guidance on
this method of accounting for inventoriable
items, see Pub. 538, and the Instructions for
Form 3115.
Enter amounts paid for merchandise
during the tax year on line 2. The amount
the FSC may deduct for the tax year is
figured on line 8.
All FSCs not using the cash method of
accounting should see Section 263A
uniform capitalization rules in the
instructions for Schedule G on page 10. See
those instructions before completing
Schedule A.
If the FSC uses intercompany pricing
rules (for purchases from a related supplier),
use the transfer price figured in Part II of
Schedule P (Form 1120-FSC).
Line 1. Inventory at beginning of year. If
the FSC is changing its method of
accounting for the current tax year, it must
refigure last year’s closing inventory using
its new method of accounting and enter the
result on line 1. If there is a difference
between last year’s closing inventory and
the refigured amount, attach an explanation
and take it into account when figuring the
FSC’s section 481(a) adjustment (explained
on page 5).
Line 4. Additional section 263A costs. An
entry is required on this line only for FSCs
that have elected a simplified method of
accounting.
For FSCs that have elected the simplified
production method, additional section 263A
costs are generally those costs, other than
interest, that were not capitalized under the
FSC’s method of accounting immediately
prior to the effective date of section 263A
but are now required to be capitalized under
section 263A. For details, see Regulations
section 1.263A-2(b).
For FSCs that have elected the simplified
resale method, additional section 263A
costs are generally those costs incurred with
respect to the following categories.
• Off-site storage or warehousing.
• Purchasing.
• Handling, such as processing,
assembling, repackaging, and transporting.
• General and administrative costs (mixed
service costs).
For details, see Regulations section
1.263A-3(d).
Enter on line 4 the balance of section
263A costs paid or incurred during the tax
year not includible on lines 2, 3, and 5.
Line 5. Other costs. Enter on line 5 any
costs paid or incurred during the tax year
not entered on lines 2 through 4.
Line 7. Inventory at end of year. See
Regulations sections 1.263A-1 through
1.263A-3 for details on figuring the amount
of additional section 263A costs to be
included in ending inventory. If the FSC
accounts for inventoriable items in the same
manner as materials and supplies that are
not incidental, enter on line 7 the portion of
its merchandise purchased for resale that is
included on line 6 and was not sold during
the year.
Lines 9a through 9f. Inventory valuation
methods. Inventories may be valued at:
• Cost;

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• Cost or market value (whichever is lower);

or

• Any other method approved by the IRS

that conforms to the requirements of the
applicable regulations cited below.
However, if the FSC is using the cash
method of accounting, it is required to use
cost.
FSCs that account for inventoriable items
in the same manner as materials and
supplies that are not incidental may
currently deduct expenditures for direct
labor and all indirect costs that would
otherwise be included in inventory costs.
The average cost (rolling average)
method of valuing inventories generally
does not conform to the requirements of the
regulations. See Rev. Rul. 71-234, 1971-1
C.B. 148.
FSCs that use erroneous valuation
methods must change to a method
permitted for Federal income tax purposes.
To make this change, use Form 3115.
On line 9a, check the method(s) used for
valuing inventories. Under lower of cost or
market, the term “market” (for normal goods)
means the current bid price prevailing on the
inventory valuation date for the particular
merchandise in the volume usually
purchased by the taxpayer. If section 263A
applies to the taxpayer, the basic elements
of cost must reflect the current bid price of
all direct costs and all indirect costs properly
allocable to goods on hand at the inventory
date.
Inventory may be valued below cost
when the merchandise is unsalable at
normal prices or unusable in the normal way
because the goods are subnormal due to
damage, imperfections, shopwear, etc.,
within the meaning of Regulations section
1.471-2(c). The goods may be valued at the
current bona fide selling price, minus direct
cost of disposition (but not less than scrap
value) if such a price can be established.
If this is the first year the Last-in,
First-out (LIFO) inventory method was either
adopted or extended to inventory goods not
previously valued under the LIFO method
provided in section 472, attach Form 970,
Application To Use LIFO Inventory Method,
or a statement with the information required
by Form 970. Also check the LIFO box on
line 9c. On line 9d, enter the amount or the
percent of total closing inventories covered
under section 472. Estimates are
acceptable.
If the FSC changed or extended its
inventory method to LIFO and had to write
up the opening inventory to cost in the year
of election, report the effect of the write-up
as other income (as appropriate on
Schedule F, line 16), proportionately over a
3-year period that begins with the year of
the LIFO election (section 472(d)).
For more information on inventory
valuation methods, see Pub. 538.

Additional Information
Line 2. Show any tax-exempt interest
received or accrued. Include any
exempt-interest dividends received as a
shareholder in a mutual fund or other
regulated investment company. Also include
this amount on Schedule M-1, line 7a.

Line 5. If the FSC owned at least a 10%
interest, directly or indirectly, in any foreign
partnership, attach a statement listing the
following information for each foreign
partnership. For this purpose, a foreign
partnership includes an entity treated as a
foreign partnership under Regulations
section 301.7701-2 or 301.7701-3.
1. Name and EIN (if any) of the foreign
partnership;
2. Identify which, if any, of the following
forms the foreign partnership filed for its tax
year ending with or within the FSC’s tax
year: Form 1042, 1065 or 1065-B, or 8804;
3. Name of the tax matters partner (if
any); and
4. Beginning and ending dates of the
foreign partnership’s tax year.
Line 6. If the FSC has a net operating loss
(NOL) for its 2005 tax year, it may elect to
waive the entire carryback period for the
NOL and instead carry the NOL forward to
future tax years. To do so, check the box on
line 6 and file the tax return by its due date,
including extensions (do not attach the
statement described in Temporary
Regulations section 301.9100-12T). Once
made, the election is irrevocable. See Pub.
542 and Form 1139, Corporation Application
for Tentative Refund, for more details.
Line 7. Enter the amount of the NOL
carryover to the tax year from prior years,
even if some of the loss is used to offset
income on this return. The amount to enter
is the total of all NOLs generated in prior
years but not used to offset income (either
as a carryback or carryover) to a tax year
prior to 2005. Do not reduce the amount by
any NOL deduction reported on line 19a,
Part II of Schedule B.
Lines 8c and 9b(2). See Definition of a
Foreign Sales Corporation (FSC) on page 2
for definitions of qualifying foreign country
and U.S. possession.
Line 9. All FSCs (except small FSCs) must
answer these questions. For more
information, see Foreign Management Rules
on page 3.
Line 10. All FSCs (except small FSCs)
must answer these questions. On line 10b,
indicate how the FSC met the foreign direct
costs requirement of section 924(d) for all
transactions that generated foreign trading
gross receipts reported on lines 1 through 5
of Schedule B. Also, complete line 10a
and/or line 10d to make an election to use
either of the annual grouping election(s)
indicated. See Foreign Economic Process
Rules on page 3 for details.

Schedule B
Taxable Income or (Loss)
Use Schedule B to compute taxable income
from all sources.

Part I
Use Part I to compute net income
attributable to nonexempt foreign trade
income. Income and expenses on lines 1
through 15 are reported in column (a) if the
administrative pricing rules were used in the
transaction that produced the income.
Report in column (b) all foreign trade
income from all transactions in which the

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administrative pricing rules were not used.
Attach a schedule that shows the
computation of the taxable and nontaxable
income included on line 15, column (b).
Include only the taxable amount on line 16.
Nonaccrual experience method. Accrual
method FSCs are not required to accrue
certain amounts to be received from the
performance of certain services that, on the
basis of their experience, will not be
collected, if the FSC’s average annual gross
receipts for the 3 prior tax years does not
exceed $5 million.
This provision does not apply to any
amount if interest is required to be paid on
the amount or if there is any penalty for
failure to timely pay the amount. For more
information, see section 448(d)(5) and
Temporary Regulations section 1.448-2T.
Corporations that qualify to use the
nonaccrual experience method should
attach a schedule showing total gross
receipts, the amount not accrued as a result
of the application of section 448(d)(5), and
the net amount accrued. Enter the net
amount on the applicable line of Schedule
B.
Lines 1 through 5. Enter the foreign
trading gross receipts requested on lines 1
through 5. See section 924 and Foreign
Trading Gross Receipts on page 3 of these
instructions for receipts that are excluded
and other details. Report commission
income on line 1 or line 2 based on the sale,
lease, or rental of property on which that
commission arose.
Line 5. If the 50% gross receipts test of
section 924(a)(5) is not met, report the
FSC’s gross receipts that would have
otherwise qualified under that section on line
16, Schedule F, instead of line 5, Schedule
B.
Lines 6b through 6h. See section
924(b)(2)(B) for the rules regarding the
limitation on the amount of foreign trading
gross receipts that a small FSC may take
into account in determining its exempt
foreign trade income.
Line 6d. Temporary Regulations section
1.921-1T(b)(5) indicates that, in the case of
a small FSC having a short tax year, the
dollar limitation reported on line 6b or 6c is
to be prorated on a daily basis. A small FSC
having a short tax year must divide the
number of days in its short tax year by the
number of days that would have made up a
full tax year and enter the resulting fraction
on line 6d as a decimal less than 1.00000.
Example. For its 2005 calendar year tax
year, a small FSC has a short tax year of 73
days. The FSC enters 0.20 (73/365) on line
6d.
Line 6f. If commission income is reported in
the total for line 6a of Schedule B, total
receipts for purposes of line 6f are figured
as follows:
1. Enter total of columns (a) and (b),
line 6a, Schedule B . . . . . . . . . . . 1.
2. Enter total commission income
reported on line 1 and line 2,
Schedule B . . . . . . . . . . . . . . . . 2.
3. Subtract line 2 from line 1 . . . . . . . 3.

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4. With respect to the commission
income reported on line 2 above,
enter total gross receipts on the
sale, lease, or rental of property on
which the commission income
arose (section 927(b)(2)) . . . . . . . 4.
5. Add lines 3 and 4. Enter here and
on line 6f, Schedule B . . . . . . . . . 5.

Line 6h. When making the line 6h
allocation, allocate only the commission
income from the gross receipts on line 4
above. If the small FSC’s foreign trading
gross receipts for the tax year (line 6f,
Schedule B) exceed its allowable limitation
(line 6e, Schedule B), the small FSC may
select the gross receipts to which the
limitation is allocated. In such a case,
allocate the amount on line 6g between
columns (a) and (b) on line 6h based on
whether the administrative pricing rules
were used for the gross receipts selected.
See Regulations section 1.921-2(b), Q&A-4.

Part II
Line 19a. Net operating loss deduction.
A FSC may use the NOL incurred in one tax
year to reduce its taxable income in another
tax year. Enter on line 19a the total NOL
carryovers from other tax years, but do not
enter more than the FSC’s taxable income
(after the dividends-received deduction).
Attach a schedule showing the computation
of the NOL deduction. Also complete line 7
in Additional Information on page 2 of the
form.
For details on the NOL deduction, see
Pub. 542, section 172, and Form 1139.
Line 19b. Dividends-received deduction.
A FSC may be entitled to a deduction for
dividends it receives from other
corporations. Complete the worksheet on
page 10 using the instructions that begin
below. Attach the completed worksheet to
Form 1120-FSC.
Line 20. Taxable income or (loss). If line
20 is zero or less, the FSC may have an
NOL that may be carried back or forward as
a deduction to other tax years. Generally, a
FSC first carries back an NOL 2 tax years.
However, the FSC may elect to waive the
carryback period and instead carry the NOL
forward to future tax years. To make the
election, see the instructions for Additional
Information, line 6 on page 8.
See Form 1139 for details, including
other elections that may be available, which
must be made no later than 6 months after
the due date (excluding extensions) of the
FSC’s tax return.

Schedule E
Exemption Percentages Used in
Figuring Exempt Foreign Trade
Income
For purposes of the Note at the top of
Schedule E, a C corporation is a corporation
other than an S corporation. Shareholders,
other than C corporations, are individuals,
partnerships, S corporations, trusts, and
estates.
Use lines 2a through 2d to figure the
exemption percentage for foreign trade
income determined by not using the

administrative pricing rules. See section
923(a)(2).
Use lines 3a through 3d to figure the
exemption percentage for foreign trade
income that was determined by using the
administrative pricing rules (see section
923(a)(3)). If a qualified cooperative is a
shareholder of the FSC, see section
923(a)(4).

Schedule F

Instructions for Dividends
and Dividends-Received
Deduction Worksheet
For purposes of the 20% ownership test on
lines 1 through 7, the percentage of stock
owned by the FSC is based on voting power
and the value of the stock. Preferred stock
described in section 1504(a)(4) is not taken
into account.

Line 1, Column (a)

Net Income From Nonexempt
Foreign Trade Income and
Taxable Nonforeign Trade
Income
Part I
Enter net income from nonexempt foreign
trade income and related expenses in Part I.
Line 2. Enter FSC income that resulted
from the FSC’s cooperation with an
international boycott. See section 927(e)(2)
and Form 5713 and related schedules and
instructions.
Line 3. Enter the amount, if any, of illegal
payments, bribes, or kickbacks that the FSC
paid, directly or indirectly, to government
officials, employees, or agents. See section
927(e)(2).
Line 5. See the instructions for Schedule A
before completing this line.

Part II
Enter the taxable portion of gross income of
the FSC that was not derived from foreign
trading gross receipts. This type of income
includes:
• Small FSCs only. Amounts specifically
excluded from foreign trade income because
of the small FSC limitation (the amount by
which line 6f of Schedule B exceeds line 6e
of Schedule B). (Enter the excess, if any, on
line 7 of Schedule F.)
• Investment type income. (Enter on lines 8
through 12 of Schedule F.)
• Income from property that is subsidized,
deemed in short supply, or destined for use
in the United States. (Enter on lines 13 and
14 of Schedule F.)
• Amounts from transactions that did not
meet the foreign economic process
requirements. (Enter on line 15 of Schedule
F.)
• Other nonforeign trade income. (Enter on
line 16 of Schedule F.)
For more details, see sections 924(f)
and 927(a)(2) and (3).
Line 9. Complete the worksheet on page 10
to figure the total dividends to report on line
9. Attach the completed worksheet to Form
1120-FSC.
Line 18. Enter the deductions allocated or
apportioned to line 17 income. Attach to
Form 1120-FSC a schedule listing each type
of deduction. Show deductions related to
cost of goods sold separately. See the
instructions for Schedule A on page 7 before
completing this line.
Passive activity limitations. Section 469
generally limits the deduction of passive
activity losses for closely held FSCs and
FSCs that are personal service
corporations. See section 469 and the
Instructions for Form 8810 for details.

-9-

Enter dividends (except those received on
debt-financed stock acquired after July 18,
1984 — see section 246A) that:
• Are received from less-than-20%-owned
domestic corporations subject to income tax
and
• Qualify for the 70% deduction under
section 243(a)(1).
Also include on line 1 dividends (except
those received on debt-financed stock
acquired after July 18, 1984) from a
regulated investment company (RIC). The
amount of dividends eligible for the
dividends-received deduction under section
243 is limited by section 854(b). The FSC
should receive a notice from the RIC
specifying the amount of dividends that
qualify for the deduction.
Report so-called dividends or earnings
received from mutual savings banks, etc., as
interest. Do not treat them as dividends.

Line 2, Column (a)
Enter dividends (except those received on
debt-financed stock acquired after July 18,
1984) that are received from
20%-or-more-owned domestic corporations
subject to income tax and that are subject to
the 80% deduction under section 243(c).

Line 3, Column (a)
Enter dividends that are:

• Received on debt-financed stock acquired

after July 18, 1984, from domestic and
foreign corporations subject to income tax
that would otherwise be subject to the
dividends-received deduction under section
243(a)(1), 243(c), or 245(a). Generally,
debt-financed stock is stock that the FSC
acquired by incurring a debt (for example, it
borrowed money to buy the stock).
• Received from a RIC on debt-financed
stock. The amount of dividends eligible for
the dividends-received deduction is limited
by section 854(b). The FSC should receive
a notice from the RIC specifying the amount
of dividends that qualify for the deduction.

Line 3, Columns (b) and (c)
Dividends received on debt-financed stock
acquired after July 18, 1984, are not entitled
to the full 70% or 80% dividends-received
deduction. The 70% or 80% deduction is
reduced by a percentage that is related to
the amount of debt incurred to acquire the
stock. See section 246A. Also, see section
245(a) before making this computation for
an additional limitation that applies to
dividends received from foreign
corporations. Attach a schedule to Form
1120-FSC showing how the amount on line
3, column (c), was figured.

Line 4, Column (a)
Enter dividends received on the preferred
stock of a less-than-20%-owned public utility
that is subject to income tax and is allowed

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the deduction provided in section 247 for
dividends paid.

Line 5, Column (a)
Enter dividends received on preferred stock
of a 20%-or-more-owned public utility that is
subject to income tax and is allowed the
deduction provided in section 247 for
dividends paid.

4. Enter the smaller of line 2 or 3. If
line 3 is greater than line 2, stop
here; enter the amount from line 4
on line 8, column (c), and do not
complete lines 5-10 below . . . . .

4.

5. Enter the total amount of dividends
from 20%-or-more-owned
corporations that are included on
lines 2, 3, 5, and 7, column (a) . .

5.

Line 6, Column (a)

6. Subtract line 5 from line 1 . . . . . .

6.

Enter the U.S.-source portion of dividends
that:
• Are received from less-than-20%-owned
foreign corporations and
• Qualify for the 70% deduction under
section 245(a). To qualify for the 70%
deduction, the FSC must own at least 10%
of the stock of the foreign corporation by
vote and value.

7. Multiply line 6 by 70% . . . . . . . .

7.

8. Subtract line 3 above from line 8,
column (c) . . . . . . . . . . . . . . .

8.

9. Enter the smaller of line 7 or
line 8 . . . . . . . . . . . . . . . . . . .

9.

Line 7, Column (a)
Enter the U.S.-source portion of dividends
that are received from 20%-or-more-owned
foreign corporations and that qualify for the
80% deduction under section 245(a).

Line 8, Column (c)
Limitation on dividends-received
deduction. Generally, line 8, column (c),
may not exceed the amount on line 10 of the
worksheet below. However, in a year in
which an NOL occurs, this limitation does
not apply even if the loss is created by the
dividends-received deduction. See sections
172(d) and 246(b).
1. Refigure line 18, Part II, Schedule
B (page 3 of Form 1120-FSC)
without any adjustment under
section 1059 and without any
capital loss carryback to the tax
year under section 1212(a)(1) . . .

1.

2. Multiply line 1 by 80% . . . . . . . .

2.

3. Add lines 2, 5, and 7, column (c),
and the part of the deduction on
line 3, column (c), that is
attributable to dividends from
20%-or-more-owned corporations

3.

10. Dividends-received deduction
after limitation (sec. 246(b)). Add
lines 4 and 9. Enter the result here
and on line 8, column (c) . . . . . . 10.

Line 10, Column (a)
If the FSC claims the foreign tax credit,
enter the tax that is deemed paid under
sections 902 and 960. See sections 78 and
906(b)(4).

Line 11, Column (a)
Include the following:
1. Dividends (other than capital gain
distributions reported on Schedule D (Form
1120) and exempt-interest dividends) that
are received from RICs and that are not
subject to the 70% deduction.
2. Dividends from tax-exempt
organizations.
3. Dividends (other than capital gain
distributions) received from a real estate
investment trust that, for the tax year of the
trust in which the dividends are paid,
qualifies under sections 856 through 860.
4. Dividends not eligible for a
dividends-received deduction, which include
the following.
a. Dividends received on any share of
stock held for less than 46 days during the
91-day period beginning 45 days before the
ex-dividend date. When counting the

Dividends and Dividends-Received Deduction Worksheet
(See instructions that begin on page 9)
1
2

number of days the FSC held the stock, you
may not count certain days during which the
FSC’s risk of loss was diminished. See
section 246(c)(4) and Regulations section
1.246-5 for more details.
b. Dividends attributable to periods
totaling more than 366 days that the
corporation received on any share of
preferred stock held for less than 91 days
during the 181-day period that began 90
days before the ex-dividend date. When
counting the number of days the FSC held
the stock, you may not count certain days
during which the FSC’s risk of loss was
diminished. See section 246(c)(4) and
Regulations section 1.246-5 for more
details. Preferred dividends attributable to
periods totaling less than 367 days are
subject to the 46-day holding period rule
above.
c. Dividends on any share of stock to
the extent the FSC is under an obligation
(including a short sale) to make related
payments with respect to positions in
substantially similar or related property.
5. Any other taxable dividend income
not properly reported above (including
distributions under section 936(h)(4)).
If patronage dividends or per-unit retain
allocations are included on line 11, identify
the total of these amounts in a schedule
attached to Form 1120-FSC.

Schedule G
Deductions Allocated or
Apportioned to Foreign Trade
Income Other Than Foreign
Trade Income Reported on
Schedule F
Limitations on Deductions
Section 263A uniform capitalization
rules. The uniform capitalization rules of
section 263A generally require FSCs to
capitalize, or include in inventory, certain
costs incurred in connection with:

(a) Dividends
received

Dividends from less-than-20%-owned domestic corporations that are subject to
the 70% deduction (other than debt-financed stock)
Dividends from 20%-or-more-owned domestic corporations that are subject to
the 80% deduction (other than debt-financed stock)

(b) %

70
80
See

Inst.

3

Dividends on debt-financed stock of domestic and foreign corporations (section 246A)

4

Dividends on certain preferred stock of less-than-20%-owned public utilities

5

Dividends on certain preferred stock of 20%-or-more-owned public utilities

42
48

6

Dividends from less-than-20%-owned foreign corporations that are subject to
the 70% deduction

70

7

Dividends from 20%-or-more-owned foreign corporations that are subject to the
80% deduction

80

8

Total dividends-received deduction. Add lines 1 through 7. See instructions for
䊳
limitation. Enter here and on line 19b, Schedule B

9

Other dividends from foreign corporations not included on lines 3, 6, or 7

10

Foreign dividend gross up (section 78)

11

Other dividends

12

Total dividends. Add lines 1 through 11. Enter here and on line 9, Schedule F

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䊳

(c) Dividends-received
deduction: (a)
(b)

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• Personal property (tangible and certain
intangible property) acquired for resale.
• The production of real property and
tangible personal property by a FSC for use
in its trade or business or in an activity
engaged in for profit.
Tangible personal property produced
by a FSC includes a film, sound recording,
videotape, book, or similar property.
FSCs subject to the section 263A
uniform capitalization rules are required to
capitalize:
1. Direct costs and
2. An allocable part of most indirect
costs (including taxes) that (a) benefit the
assets produced or acquired for resale or (b)
are incurred by reason of the performance
of production or resale activities.
For inventory, some of the indirect
expenses that must be capitalized are:
• Administration expenses.
• Taxes.
• Depreciation.
• Insurance.
• Compensation paid to officers attributable
to services.
• Rework labor.
• Contributions to pension, stock bonus,
and certain profit-sharing, annuity, or
deferred compensation plans.
Regulations section 1.263A-1(e)(3)
specifies other indirect costs that relate to
production or resale activities that must be
capitalized and those that may be currently
deductible.
Interest expense paid or incurred
during the production period of designated
property must be capitalized and is
governed by special rules. For more details,
see Regulations sections 1.263A-8 through
1.263A-15.
The costs required to be capitalized
under section 263A are not deductible until
the property (to which the costs relate) is
sold, used, or otherwise disposed of by the
FSC.
Exceptions. Section 263A does not apply
to:
• Personal property acquired for resale if
the FSC’s average annual gross receipts for
the 3 prior tax years were $10 million or
less.
• Inventoriable items accounted for in the
same manner as materials and supplies that
are not incidental. See Schedule A on page
7 for details.
For more details on the uniform
capitalization rules, see Regulations
sections 1.263A-1 through 1.263A-3.
Transactions between related taxpayers.
Generally, an accrual basis taxpayer may
only deduct business expenses and interest
owed to a related party in the year the
payment is included in the income of the
related party. See sections 163(e)(3), 163(j),
and 267 for limitations on deductions for
unpaid interest and expenses.
Golden parachute payments. A portion of
the payments made by a FSC to key
personnel that exceeds their usual
compensation may not be deductible. This
occurs when the FSC has an agreement
(golden parachute) with these key
employees to pay them these excess
amounts if control of the FSC changes. See
section 280G.

Line 1. Enter only foreign direct costs on
lines 1a through 1e. See section 924(e) and
Regulations sections 1.924(e)-1(a) through
(e) for definitions and rules on direct activity
costs related to foreign trade income.
Line 4. Depreciation. Include on line 4
depreciation and the cost of certain property
that the FSC elected to expense under
section 179. See Form 4562, Depreciation
and Amortization, and its instructions.
Line 5. Salaries and wages. Enter the total
salaries and wages paid for the tax year. Do
not include salaries and wages deductible
elsewhere on the return, such as amounts
included in cost of goods sold, elective
contributions to a section 401(k) cash or
deferred arrangement, or amounts
contributed under a salary reduction SEP
agreement or a SIMPLE IRA plan.
Line 10. Compensation of officers. Enter
deductible officers’ compensation on line 10.
Do not include compensation deductible
elsewhere on the return, such as amounts
included in cost of goods sold, elective
contributions to a section 401(k) cash or
deferred arrangement, or amounts
contributed under a salary reduction SEP
agreement or a SIMPLE IRA plan.
Line 11. Bad debts. Enter the total debts
that became worthless in whole or in part
during the tax year. A cash basis taxpayer
may not claim a bad debt deduction unless
the amount was previously included in
income.
Line 14. Other deductions. Attach a
schedule, listing by type and amount, all
allowable deductions that are not deductible
elsewhere on Form 1120-FSC. Enter the
total on line 14.
Examples of other deductions include:
Amortization (see Form 4562).
Insurance premiums.
Legal and professional fees.
Supplies used and consumed in the
business.
• Utilities.

•
•
•
•

Also see Special rules below for limits on
certain other deductions.
Do not deduct:

• Fines or penalties paid to a government
for violating any law.

• Any amount that is allocable to a class of
exempt income. See section 265(b) for
exceptions.

Special rules apply to the following
expenses:
Travel, meals, and entertainment. Subject
to limitations and restrictions discussed
below, the FSC may deduct ordinary and
necessary travel, meals, and entertainment
expenses paid or incurred in its trade or
business. Also, special rules apply to
deductions for gifts, skybox rentals, luxury
water travel, convention expenses, and
entertainment tickets. See section 274 and
Pub. 463, Travel, Entertainment, Gift, and
Car Expenses, for more details.
Travel. The FSC may not deduct travel
expenses of any individual accompanying a
corporate officer or employee, including a
spouse or dependent of the officer or
employee, unless:
• That individual is an employee of the
corporation and

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• His or her travel is for a bona fide

business purpose and would otherwise be
deductible by that individual.
Meals and entertainment. Generally,
the FSC may deduct only 50% of the
amount otherwise allowable for meals and
entertainment expenses paid or incurred in
its trade or business. In addition (subject to
exceptions under section 274(k)(2)):
• Meals must not be lavish or extravagant,
• A bona fide business discussion must
occur during, immediately before, or
immediately after the meal; and
• An employee of the FSC must be present
at the meal.
See section 274(n)(3) for a special rule
that applies to expenses for meals
consumed by individuals subject to the
hours of service limits of the Department of
Transportation.
Membership dues. The FSC may
deduct amounts paid or incurred for
membership dues in civic or public service
organizations, professional organizations
(such as bar and medical associations),
business leagues, trade associations,
chambers of commerce, boards of trade,
and real estate boards. However, no
deduction is allowed if a principal purpose of
the organization is to entertain, or provide
entertainment facilities for, members or their
guests. In addition, FSCs may not deduct
membership dues in any club organized for
business, pleasure, recreation, or other
social purpose. This includes country clubs,
golf and athletic clubs, airline and hotel
clubs, and clubs operated to provide meals
under conditions favorable to business
discussion.
Entertainment facilities. The FSC may
not deduct an expense paid or incurred for a
facility (such as a yacht or hunting lodge)
used for an activity usually considered
entertainment, amusement, or recreation.
Amounts treated as compensation.
Generally, the FSC may be able to deduct
otherwise nondeductible entertainment,
amusement, or recreation expenses if the
amounts are treated as compensation to the
recipient and reported on Form W-2 for an
employee or on Form 1099-MISC or Form
1042-S for an independent contractor.
However, if the recipient is an officer,
director, or beneficial owner (directly or
indirectly) of more than 10% of any class of
stock, the deductible expense is limited. See
section 274(e)(2) and Notice 2005-45,
2005-24 I.R.B. 1228.

Schedule J
Tax Computation
Lines 1 and 2
Members of a controlled group. A
member of a controlled group, as defined in
section 927(d)(4), must check the box on
line 1 and complete lines 2a and 2b of
Schedule J, Form 1120-FSC.
Line 2a. Members of a controlled group are
entitled to one $50,000, one $25,000, and
one $9,925,000 taxable income bracket
amount (in that order) on line 2a.
When a controlled group adopts or later
amends an apportionment plan, each
member must attach to its tax return a copy

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of its consent to this plan. The copy (or an
attached statement) must show the part of
the amount in each taxable income bracket
apportioned to that member. See
Regulations section 1.1561-3(b) for other
requirements and for the time and manner
of making the consent.
Unequal apportionment plan.
Members of a controlled group may elect an
unequal apportionment plan and divide the
taxable income brackets as they want.
There is no need for consistency among
taxable income brackets. Any member may
be entitled to all, some, or none of the
taxable income bracket. However, the total
amount for all members may not be more
than the total amount in each taxable
income bracket.
Equal apportionment plan. If no
apportionment plan is adopted, members of
a controlled group must divide the amount in
each taxable income bracket equally among
themselves. For example, Controlled Group
AB consists of Corporation A and
Corporation B. They do not elect an
apportionment plan. Therefore, each
corporation is entitled to:
• $25,000 (one-half of $50,000) on line
2a(1),
• $12,500 (one-half of $25,000) on line
2a(2), and
• $4,962,500 (one-half of $9,925,000) on
line 2a(3).
Line 2b. Members of a controlled group are
treated as one group to figure the
applicability of the additional 5% tax and the
additional 3% tax. If an additional tax
applies, each member will pay that tax
based on the part of the amount used in
each taxable income bracket to reduce that
member’s tax. See section 1561(a). If an
additional tax applies, attach a schedule
showing the taxable income of the entire
group and how the FSC figured its share of
the additional tax.
Line 2b(1). Enter the FSC’s share of the
additional 5% tax on line 2b(1).
Line 2b(2). Enter the FSC’s share of the
additional 3% tax on line 2b(2).

Line 3
Most FSCs should figure their tax using the
Tax Rate Schedule below. Exceptions apply
to members of a controlled group (see
worksheet below) and qualified personal
service corporations (see instructions
below).
Members of a controlled group must
attach to Form 1120-FSC a statement
showing the computation of the tax entered
on line 3.
Tax Rate Schedule
If taxable income (Schedule B, line 20) is:

Over —

But not
over —

$0
$50,000
50,000
75,000
75,000
100,000
100,000
335,000
335,000 10,000,000
10,000,000 15,000,000
15,000,000 18,333,333
18,333,333
-----

Tax is:

Of the
amount
over —

15%
$0
$ 7,500 + 25%
50,000
13,750 + 34%
75,000
22,250 + 39% 100,000
113,900 + 34% 335,000
3,400,000 + 35% 10,000,000
5,150,000 + 38% 15,000,000
35%
0

Qualified personal service corporations.
A qualified personal service corporation is
taxed at a flat rate of 35% on its taxable
income. A FSC is a qualified personal
service corporation if it meets both of the
following tests:
• Substantially all of the FSC’s activities
involve the performance of services in the
fields of engineering, architecture, or
management consulting and
• At least 95% of the corporation’s stock, by
value, is owned, directly or indirectly, by (1)
employees performing the services, (2)
retired employees who had performed the
services listed above, (3) any estate of the
employee or retiree described above, or (4)
any person who acquired the stock of the
FSC as a result of the death of an employee
or retiree (but only for the 2-year period
beginning on the date of the employee’s or
retiree’s death).

Tax Computation Worksheet for Members of a Controlled Group
(keep for your records)
Note: Each member of a controlled group (except a qualified personal service
corporation) must compute the tax using this worksheet.
1. Enter taxable income (Schedule B, line 20)
2. Enter line 1 or the FSC’s share of the $50,000 taxable income bracket,
whichever is less
3. Subtract line 2 from line 1
4. Enter line 3 or the FSC’s share of the $25,000 taxable income bracket,
whichever is less
5. Subtract line 4 from line 3
6. Enter line 5 or the FSC’s share of the $9,925,000 taxable income bracket,
whichever is less
7. Subtract line 6 from line 5
8. Multiply line 2 by 15%
9. Multiply line 4 by 25%
10. Multiply line 6 by 34%
11. Multiply line 7 by 35%
12. If the taxable income of the controlled group exceeds $100,000, enter this
member’s share of the smaller of: 5% of the taxable income in excess of
$100,000, or $11,750 (see the instructions for Schedule J, line 2b)
13. If the taxable income of the controlled group exceeds $15 million, enter this
member’s share of the smaller of: 3% of the taxable income in excess of $15
million, or $100,000 (see the instructions for Schedule J, line 2b)
14. Total. Add lines 8 through 13. Enter here and on Schedule J, line 3

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.

12.

13.
14.

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Note. If the FSC meets these tests, check
the box on line 3, Schedule J, Form
1120-FSC.

Line 4
Alternative minimum tax (AMT). Unless
the FSC is treated as a small corporation
exempt from the AMT, it may owe the AMT
if it has any of the adjustments and tax
preference items listed on Form 4626,
Alternative Minimum Tax – Corporations.
The FSC must file Form 4626 if its taxable
income (or loss) combined with these
adjustments and tax preference items is
more than the smaller of $40,000 or the
FSC’s allowable exemption amount (from
Form 4626). For this purpose, taxable
income does not include the NOL deduction.
See Form 4626 for details.
Exception for small corporations. A
FSC is treated as a small corporation
exempt from the AMT for its tax year
beginning in 2005 if:
1. It was treated as a small corporation
exempt from the AMT for all prior tax years
beginning after 1997 and
2. Its average annual gross receipts for
the 3-tax-year period (or portion thereof
during which the FSC was in existence)
ending before its tax year beginning in 2005
did not exceed $7.5 million.

Line 6
Foreign tax credit. Generally, a FSC may
not claim a foreign tax credit. It may,
however, claim a foreign tax credit for any
foreign taxes imposed on foreign source
taxable nonforeign trade income (Schedule
F, Part II) that is treated as effectively
connected with a U.S. trade or business.
See Temporary Regulations section
1.921-3T(d)(2) for more details.

Line 7
Total tax
Interest on tax deferred under the
installment method for certain nondealer
installment obligations. If an obligation
arising from the disposition of property to
which section 453A applies is outstanding at
the close of the year, the FSC must include
the interest due under section 453A(c) in the
amount on line 7, Schedule J. On the dotted
line to the left of line 7, Schedule J, write
“Section 453A(c) interest” and the amount.
Attach a schedule showing the computation.

Schedule L
Balance Sheets per Books
The balance sheet should agree with the
FSC’s books and records. Include
certificates of deposit as cash on line 1,
Schedule L.
Line 5. Tax-exempt securities. Include on
this line:
• State and local government obligations,
the interest on which is excludible from
gross income under section 103(a) and
• Stock in a mutual fund or other regulated
investment company that distributed
exempt-interest dividends during the tax
year of the FSC.
Line 27. Adjustments to shareholders’
equity. Some examples of adjustments to
report on this line include:

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• Foreign currency translation adjustments.
• The excess of additional pension liability

over unrecognized prior service cost.
If the total adjustment to be entered on
line 27 is a negative amount, enter the
amount in parentheses.

Schedule M-1
Reconciliation of Income (Loss)
per Books With Income per
Return
Line 5c. Travel and entertainment.
Include on line 5c any of the following:

• Meal and entertainment expenses not

deductible under section 274(n).
• Expenses for the use of an entertainment
facility.
• The part of business gifts over $25.
• Expenses of an individual over $2,000,
which are allocable to conventions on cruise
ships.
• Employee achievement awards over
$400.
• The cost of entertainment tickets over
face value (also subject to 50% limit under
section 274(n)).
• The cost of skyboxes over the face value
of nonluxury box seat tickets.

• The part of luxury water travel expenses
not deductible under section 274(m).

• Expenses for travel as a form of

education.
• Other nondeductible travel and
entertainment expenses.

For more information, see Pub. 542.
Line 7a. Tax-exempt interest. Report any
tax-exempt interest received or accrued,
including any exempt-interest dividends
received as a shareholder in a mutual fund
or other regulated investment company.
Also report this amount on line 2, Additional
Information, on page 2 of the form.

Privacy Act and Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the
United States. You are required to give us the information. We need it to ensure that you are complying with these laws and to allow us to
figure and collect the right amount of tax. Section 6109 requires return preparers to provide their identifying numbers on the return.
You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form
displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may
become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as
required by section 6103.
The time needed to complete and file this form and related schedule will vary depending on individual circumstances. The estimated
average times are:
Form
1120-FSC
Sch. P (1120-FSC)

Recordkeeping

Learning about the
law or the form

Preparing and sending the form
to the IRS

94 hr., 13 min.

19 hr., 45 min.

38 hr., 56 min.

9 hr., 48 min.

1 hr., 29 min.

1 hr., 43 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form and related schedule simpler,
we would be happy to hear from you. You may write to Internal Revenue Service, Tax Products Coordinating Committee,
SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6406, Washington, DC 20224. Do not send the tax form to this office. Instead, see
Where To File on page 4.

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Instructions for Form 1120-FSC

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Forms 1120-FSC
Principal Business Activity Codes
This list of principal business activities and their
associated codes is designed to classify an
enterprise by the type of activity in which it is
engaged to facilitate the administration of the
Internal Revenue Code. These principal business
activity codes are based on the North American
Industry Classification System.

Using the list of activities and codes below,
determine from which activity the FSC derives the
largest percentage of its “total receipts.” Total
receipts is defined as the sum of the foreign trading
gross receipts on Form 1120-FSC, page 3, Schedule
B, line 6a, and the total income on page 4, Schedule
F, lines 4 and 17. If the FSC’s largest percentage of
its total receipts is derived from the wholesale
trading of durable goods, the FSC must use one of
the corresponding codes from the list below
(423100-423990).

Once the principal business activity is determined,
entries must be made on Form 1120-FSC, page 2,
Additional Information, lines 1a, 1b, and 1c. For the
business activity code number, enter the six digit
code selected from the list below. On line 1b, enter a
brief description of the FSC’s business activity.
Finally, enter a description of the principal product or
service of the FSC on line 1c.

Code

Code

Code

Code

Wholesale Trade

424700 Petroleum & Petroleum
Products
424800 Beer, Wine, & Distilled
Alcoholic Beverages
424910 Farm Supplies
424920 Book, Periodical, &
Newspapers
424930 Flower, Nursery Stock, &
Florists’ Supplies
424940 Tobacco & Tobacco Products
424950 Paint, Varnish, & Supplies
424990 Other Miscellaneous
Nondurable Goods
Wholesale Electronic Markets and
Agents and Brokers
425110 Business to Business
Electronic Markets
425120 Wholesale Trade Agents &
Brokers

512200 Sound Recording Industries
Broadcasting (except Internet)
515100 Radio & Television
Broadcasting
515210 Cable & Other Subscription
Programming
Internet Publishing and
Broadcasting
516110 Internet Publishing &
Broadcasting
Telecommunications
517000 Telecommunications
(including paging, cellular,
satellite, cable & other
program distribution,
resellers, & other
telecommunications)
Internet Service Providers, Web
Search Portals, and Data Processing
Services
518111 Internet Service Providers
518112 Web Search Portals
518210 Data Processing, Hosting, &
Related Services
Other Information Services
519100 Other Information Services
(including news syndicates &
libraries)

532210 Consumer Electronics &
Appliances Rental
532220 Formal Wear & Costume
Rental
532230 Video Tape & Disc Rental
532290 Other Consumer Goods
Rental
532310 General Rental Centers
532400 Commercial & Industrial
Machinery & Equipment
Rental & Leasing

Merchant Wholesalers, Durable
Goods
423100 Motor Vehicle & Motor
Vehicle Parts & Supplies
423200 Furniture & Home
Furnishings
423300 Lumber & Other Construction
Materials
423400 Professional & Commercial
Equipment & Supplies
423500 Metal & Mineral (except
Petroleum)
423600 Electrical & Electronic Goods
423700 Hardware, & Plumbing &
Heating Equipment &
Supplies
423800 Machinery, Equipment, &
Supplies
423910 Sporting & Recreational
Goods & Supplies
423920 Toy & Hobby Goods &
Supplies
423930 Recyclable Materials
423940 Jewelry, Watch, Precious
Stone, & Precious Metals
423990 Other Miscellaneous Durable
Goods
Merchant Wholesalers, Nondurable
Goods
424100 Paper & Paper Products
424210 Drugs & Druggists’ Sundries
424300 Apparel, Piece Goods, &
Notions
424400 Grocery & Related Products
424500 Farm Product Raw Materials
424600 Chemical & Allied Products

Information
Publishing Industries (except
Internet)
511110 Newspaper Publishers
511120 Periodical Publishers
511130 Book Publishers
511140 Directory & Mailing List
Publishers
511190 Other Publishers
511210 Software Publishers
Motion Picture and Sound
Recording Industries
512100 Motion Picture & Video
Industries (except video
rental)

Rental and Leasing
Rental and Leasing Services
532100 Automotive Equipment Rental
& Leasing

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Professional Services
Architectural, Engineering, and
Related Services
541310 Architectural Services
541320 Landscape Architecture
Services
541330 Engineering Services
541340 Drafting Services
541350 Building Inspection Services
541360 Geophysical Surveying &
Mapping Services
541370 Surveying & Mapping (except
Geophysical) Services
541380 Testing Laboratories
Other Professional Services
541600 Management Consulting
Services