Information Return of U.S. Persons with Respect To Certain Foreign Corporations

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Instructions for Form 5471

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Instructions for Form 5471

Department of the Treasury
Internal Revenue Service

(Rev. December 2009)
(Use with the December 2007 revision of Form 5471 and Schedule M, and the
December 2005 revision of Schedules J and O.)
Information Return of U.S. Persons
With Respect to Certain Foreign Corporations
Section references are to the Internal
Revenue Code unless otherwise noted.

What’s New
• The controlling U.S. shareholder(s) of a
CFC may make a section 108(i) election
to defer recognizing discharge of
indebtedness income in certain situations.
See Section 108(i) Elections on page 4
for additional information.
• Non-corporate U.S. shareholders are
now required to report income reported
on Form 5471, Schedule I, line 6 on Form
1040, line 21 (Other Income), or on the
comparable line of other non-corporate
tax returns.

information. However, complete all items
that apply. For example, if you are the
sole owner of a controlled foreign
corporation (CFC) (i.e., you are described
in Categories 4 and 5), complete all four
pages of Form 5471 and separate
Schedules J and M.

1. A citizen or resident of the United
States,
2. A domestic partnership,
3. A domestic corporation, and
4. An estate or trust that is not a
foreign estate or trust defined in section
7701(a)(31).

Note. Complete a separate Form 5471
and all applicable schedules for each
applicable foreign corporation.

See Regulations section 1.6046-1(f)(3)
for exceptions.

Category 3 Filer

When and Where To File
Attach Form 5471 to your income tax
return (or, if applicable, partnership or
exempt organization return) and file both
by the due date (including extensions) for
that return.

Categories of Filers
Pending Legislation
May Affect Form 5471 Category 1 Filer
At the time these instructions were sent to
print, legislation was pending that would
extend:
• The temporary exceptions for certain
‘‘active financing income’’ from subpart F
foreign personal holding company
income, foreign base company services
income, and insurance income, and
• The look-through rule of section
954(c)(6).

General Instructions
Purpose of Form
Form 5471 is used by certain U.S.
citizens and residents who are officers,
directors, or shareholders in certain
foreign corporations. The form and
schedules are used to satisfy the
reporting requirements of sections 6038
and 6046, and the related regulations.

Who Must File

This filing requirement has been repealed
by section 413(c)(26) of the American
Jobs Creation Act of 2004, which
repealed section 6035.

Category 2 Filer
This includes a U.S. citizen or resident
who is an officer or director of a foreign
corporation in which a U.S. person
(defined below) has acquired (in one or
more transactions):
1. Stock which meets the 10% stock
ownership requirement (described below)
with respect to the foreign corporation or
2. An additional 10% or more (in value
or voting power) of the outstanding stock
of the foreign corporation.
A U.S. person has acquired stock in a
foreign corporation when that person has
an unqualified right to receive the stock,
even though the stock is not actually
issued. See Regulations section
1.6046-1(f)(1) for more details.

Generally, all U.S. persons described in
Categories of Filers below must complete
the schedules, statements, and/or other
information requested in the chart, Filing
Requirements for Categories of Filers, on
page 2. Read the information for each
category carefully to determine which
schedules, statements, and/or information
apply.

Stock ownership requirement. For
purposes of Category 2 and Category 3,
the stock ownership threshold is met if a
U.S. person owns:
1. 10% or more of the total value of
the foreign corporation’s stock or
2. 10% or more of the total combined
voting power of all classes of stock with
voting rights.

If the filer is described in more than
one filing category, do not duplicate

U.S. person. For purposes of Category
2 and Category 3, a U.S. person is:
Cat. No. 49959G

This category includes:
• A U.S. person (defined above) who
acquires stock in a foreign corporation
which, when added to any stock owned
on the date of acquisition, meets the 10%
stock ownership requirement (described
above) with respect to the foreign
corporation;
• A U.S. person who acquires stock
which, without regard to stock already
owned on the date of acquisition, meets
the 10% stock ownership requirement
with respect to the foreign corporation;
• A person who is treated as a U.S.
shareholder under section 953(c) with
respect to the foreign corporation;
• A person who becomes a U.S. person
while meeting the 10% stock ownership
requirement with respect to the foreign
corporation; or
• A U.S. person who disposes of
sufficient stock in the foreign corporation
to reduce his or her interest to less than
the stock ownership requirement.
For more information, see section
6046 and Regulations section 1.6046-1.

Category 4 Filer
This includes a U.S. person who had
control (defined below) of a foreign
corporation for an uninterrupted period of
at least 30 days during the annual
accounting period of the foreign
corporation.
U.S. person. For purposes of
Category 4, a U.S. person is:
1. A citizen or resident of the United
States;
2. A nonresident alien for whom an
election is in effect under section 6013(g)
to be treated as a resident of the United
States;
3. An individual for whom an election
is in effect under section 6013(h), relating
to nonresident aliens who become
residents of the United States during the
tax year and are married at the close of

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Instructions for Form 5471

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the tax year to a citizen or resident of the
United States;
4. A domestic partnership;
5. A domestic corporation; and
6. An estate or trust that is not a
foreign estate or trust defined in section
7701(a)(31).
See Regulations section 1.6038-2(d)
for exceptions.
Control. A U.S. person has control of a
foreign corporation if, at any time during
that person’s tax year, it owns stock
possessing:
1. More than 50% of the total
combined voting power of all classes of
stock of the foreign corporation entitled to
vote or
2. More than 50% of the total value of
shares of all classes of stock of the
foreign corporation.
A person in control of a corporation
that, in turn, owns more than 50% of the
combined voting power, or the value, of
all classes of stock of another corporation
is also treated as being in control of such
other corporation.
Example. Corporation A owns 51% of
the voting stock in Corporation B.
Corporation B owns 51% of the voting
stock in Corporation C. Corporation C
owns 51% of the voting stock in
Corporation D. Therefore, Corporation D
is controlled by Corporation A.

For more details on “control,” see
Regulations sections 1.6038-2(b) and (c).

Category 5 Filer
This includes a U.S. shareholder who
owns stock in a foreign corporation that is
a CFC for an uninterrupted period of 30
days or more during any tax year of the
foreign corporation, and who owned that
stock on the last day of that year.
U.S. shareholder. For purposes of
Category 5, a U.S. shareholder is a U.S.
person who:
1. Owns (directly, indirectly, or
constructively, within the meaning of
sections 958(a) and (b)) 10% or more of
the total combined voting power of all
classes of voting stock of a CFC or
2. Owns (either directly or indirectly,
within the meaning of section 958(a)) any
stock of a CFC (as defined in sections
953(c)(1)(B) and 957(b)) that is also a
captive insurance company.
U.S. person. For purposes of
Category 5, a U.S. person is:
1. A citizen or resident of the United
States,
2. A domestic partnership,
3. A domestic corporation, and
4. An estate or trust that is not a
foreign estate or trust defined in
section 7701(a)(31).
See section 957(c) for exceptions.

Filing Requirements for Categories of Filers
Required Information*
The identifying information on page 1 of Form 5471
above Schedule A, see Specific Instructions

Category of Filer
1
2
3
4
5
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Schedule A

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Schedule B

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Schedules C, E, and F

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Schedule H

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Schedule I

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Separate Schedule J

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Separate Schedule M

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Schedule G

Separate Schedule O, Part I

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Separate Schedule O, Part II
*See also Additional Filing Requirements on page 3.

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CFC. A CFC is a foreign corporation that
has U.S. shareholders that own (directly,
indirectly, or constructively, within the
meaning of sections 958(a) and (b)) on
any day of the tax year of the foreign
corporation, more than 50% of:
1. The total combined voting power of
all classes of its voting stock or
2. The total value of the stock of the
corporation.

Exceptions From Filing
Multiple filers of same information.
One person may file Form 5471 and the
applicable schedules for other persons
who have the same filing requirements. If
you and one or more other persons are
required to furnish information for the
same foreign corporation for the same
period, a joint information return that
contains the required information may be
filed with your tax return or with the tax
return of any one of the other persons.
For example, a U.S. person described in
Category 5 may file a joint Form 5471
with a Category 4 or another Category 5
filer. However, for Category 3 filers, the
required information may only be filed by
another person having an equal or
greater interest (measured in terms of
value or voting power of the stock of the
foreign corporation).
The person that files Form 5471 must
complete Item D on page 1 of the form.
All persons identified in Item D must
attach a statement to their income tax
return that includes the information
described in the instructions for Item D on
page 4.
Domestic corporations. Shareholders
are not required to file the information
checked in the chart on this page for a
foreign insurance company that has
elected (under section 953(d)) to be
treated as a domestic corporation and
has filed a U.S. income tax return for its
tax year under that provision. See Rev.
Proc. 2003-47, 2003-28 I.R.B. 55, for
procedural rules regarding the election
under section 953(d).
Members of consolidated groups. A
Category 4 filer is not required to file
Form 5471 for a corporation defined in
section 1504(d) that files a consolidated
return for the tax year.
Constructive owners.
• A U.S. person described in Category 3
or 4 does not have to file Form 5471 if all
of the following conditions are met:
1. The U.S. person does not own a
direct interest in the foreign corporation,
2. The U.S. person is required to
furnish the information requested solely
because of constructive ownership (as
determined under Regulations section
1.6038-2(c) or 1.6046-1(i)) from another
U.S. person, and
3. The U.S. person through which the
indirect shareholder constructively owns
an interest in the foreign corporation files
Form 5471 to report all of the required
information.
Instructions for Form 5471

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• A Category 2 filer does not have to file

Form 5471 if:
1. Immediately after a reportable
stock acquisition, three or fewer U.S.
persons own 95% or more in value of the
outstanding stock of the foreign
corporation and the U.S. person making
the acquisition files a return for the
acquisition as a Category 3 filer or
2. The U.S. person(s) for which the
Category 2 filer is required to file Form
5471 does not directly own an interest in
the foreign corporation but is required to
furnish the information solely because of
constructive stock ownership from a U.S.
person and the person from whom the
stock ownership is attributed furnishes all
of the required information.
• A Category 4 or 5 filer does not have to
file Form 5471 if the shareholder:
1. Does not own a direct or indirect
interest in the foreign corporation and
2. Is required to file Form 5471 solely
because of constructive ownership from a
nonresident alien.

Additional Filing
Requirements
Category 3 filers. Category 3 filers must
attach a statement that includes:
1. The amount and type of any
indebtedness the foreign corporation has
with the related persons described in
Regulations section 1.6046-1(b)(11) and
2. The name, address, identifying
number, and number of shares
subscribed to by each subscriber to the
foreign corporation’s stock.
Foreign sales corporations (FSCs).
• Category 2 and Category 3 filers who
are shareholders, officers, and directors
of a FSC (as defined in section 922, as in
effect before its repeal) must file Form
5471 and separate Schedule O to report
changes in the ownership of the FSC.
• Category 4 and 5 filers are not subject
to the subpart F rules for:
1. Exempt foreign trade income,
2. Deductions that are apportioned or
allocated to exempt foreign trade income,
3. Nonexempt foreign trade income
(other than section 923(a)(2) nonexempt
income, within the meaning of
section 927(d)(6), as in effect before its
repeal), and
4. Any deductions that are
apportioned or allocated to the
nonexempt foreign trade income
described above.
• Category 4 and 5 filers are subject to
the subpart F rules for:
1. All other types of FSC income
(including section 923(a)(2) nonexempt
income within the meaning of
section 927(d)(6), as in effect before its
repeal),
2. Investment income and carrying
charges (as defined in sections 927(c)
and 927(d)(1), as in effect before their
repeal), and
Instructions for Form 5471

3. All other FSC income that is not
foreign trade income or investment
income or carrying charges.
• Category 4 and 5 filers are not required
to file a Form 5471 (in order to satisfy the
requirements of section 6038) if the FSC
has filed a Form 1120-FSC. See
Temporary Regulations section
1.921-1T(b)(3). However, these filers may
be required to file Form 5471 if they are
subject to the subpart F rules with respect
to certain types of FSC income (see
above).
Section 338 election. If a section 338
election is made with respect to a
qualified stock purchase of a foreign
target corporation for which a Form 5471
must be filed:
• A purchaser (or its U.S. shareholder)
must attach a copy of Form 8883, Asset
Allocation Statement Under Section 338,
to the first Form 5471 for the new foreign
target corporation. See the Instructions
for Form 8883 for details.
• A seller (or its U.S. shareholder) must
attach a copy of Form 8883 to the last
Form 5471 for the old foreign target
corporation.

Penalties
Failure to file information required by
section 6038(a) (Form 5471 and
Schedule M).
• A $10,000 penalty is imposed for each
annual accounting period of each foreign
corporation for failure to furnish the
required information within the time
prescribed. If the information is not filed
within 90 days after the IRS has mailed a
notice of the failure to the U.S. person, an
additional $10,000 penalty (per foreign
corporation) is charged for each 30-day
period, or fraction thereof, during which
the failure continues after the 90-day
period has expired. The additional penalty
is limited to a maximum of $50,000 for
each failure.
• Any person who fails to file or report all
of the information required within the time
prescribed will be subject to a reduction of
10% of the foreign taxes available for
credit under sections 901, 902, and 960.
If the failure continues 90 days or more
after the date the IRS mails notice of the
failure to the U.S. person, an additional
5% reduction is made for each 3-month
period, or fraction thereof, during which
the failure continues after the 90-day
period has expired. See section
6038(c)(2) for limits on the amount of this
penalty.
Failure to file information required by
section 6046 and the related
regulations (Form 5471 and
Schedule O). Any person who fails to
file or report all of the information
requested by section 6046 is subject to a
$10,000 penalty for each such failure for
each reportable transaction. If the failure
continues for more than 90 days after the
date the IRS mails notice of the failure, an
additional $10,000 penalty will apply for
each 30-day period or fraction thereof
during which the failure continues after

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the 90-day period has expired. The
additional penalty is limited to a maximum
of $50,000.
Criminal penalties. Criminal penalties
under sections 7203, 7206, and 7207
may apply for failure to file the information
required by sections 6038 and 6046.
Note. Any person required to file
Form 5471 and Schedule J, M, or O who
agrees to have another person file the
form and schedules for him or her may be
subject to the above penalties if the other
person does not file a correct and proper
form and schedule.

Other Reporting
Requirements
Reporting Exchange Rates on
Form 5471
When translating amounts from functional
currency to U.S. dollars, you must use the
method specified in these instructions.
For example, when translating amounts to
be reported on Schedule E, you generally
must use the average exchange rate as
defined in section 986(a). But, regardless
of the specific method required, all
exchange rates must be reported using a
“divide-by convention” rounded to at least
four places. That is, the exchange rate
must be reported in terms of the amount
by which the functional currency amount
must be divided in order to reflect an
equivalent amount of U.S. dollars. As
such, the exchange rate must be reported
as the units of foreign currency that equal
one U.S. dollar, rounded to at least four
places. Do not report the exchange rate
as the number of U.S. dollars that equal
one unit of foreign currency.
Note. You must round the result to more
than four places if failure to do so would
materially distort the exchange rate or the
equivalent amount of U.S. dollars.
Example. During its annual
accounting period, the foreign corporation
paid income taxes of 30,255,400 Yen to
Japan. The Schedule E instructions
specify that the foreign corporation must
translate these amounts into U.S. dollars
at the average exchange rate for the tax
year to which the tax relates in
accordance with the rules of section
986(a). The average exchange rate is
118.5050 Japanese Yen to 1 U.S. dollar
(0.00843846 U.S. dollars to 1 Japanese
Yen). The foreign corporation divides
30,255,400 Yen by 118.5050 to
determine the U.S. dollar amount to enter
in column (d) of Schedule E. Line 2 of
Schedule E is to be completed as follows:
Enter “Japan” in column (a), “30,255,400”
in column (b), “118.5050” in column (c),
and “255,309” in column (d).

Computer-Generated
Form 5471 and Schedules
A computer-generated Form 5471 and its
schedules may be filed if they conform to
and do not deviate from the official form
and schedules. Generally, all
computer-generated forms must receive

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Instructions for Form 5471

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prior approval from the IRS and are
subject to an annual review.
Requests for approval may be
submitted electronically to
[email protected], or requests may
be mailed to: Internal Revenue Service,
Attention: Substitute Forms Program,
SE:W:CAR:MP:T:T:SP, 1111 Constitution
Avenue, NW, IR-6526, Washington, DC
20224.
Important: Be sure to attach the
approval letter to Form 5471.
Every year, the IRS issues a revenue
procedure to provide guidance for filers of
computer-generated forms. In addition,
every year the IRS issues Pub. 1167,
General Rules and Specifications For
Substitute Forms and Schedules, which
reprints the most recent applicable
revenue procedure. Pub. 1167 is
available on the IRS website at
www.irs.gov.

limit the transferor’s basis in the stock
received instead of the transferee’s basis
in the transferred property. The election is
made by a statement as provided in
Notice 2005-70, 2005-41 I.R.B. 694, and
regulations under section 362(e)(2).

Dormant Foreign Corporations

Corrections to Form 5471

Rev. Proc. 92-70, 1992-2 C.B. 435,
provides a summary filing procedure for
filing Form 5471 for a dormant foreign
corporation (defined in sec. 3 of Rev.
Proc. 92-70). This summary filing
procedure will satisfy the reporting
requirements of sections 6038 and 6046.
If you elect the summary procedure,
complete only page 1 of Form 5471 for
each dormant foreign corporation as
follows:
• The top margin of the summary return
must be labeled “Filed Pursuant to Rev.
Proc. 92-70 for Dormant Foreign
Corporation.”
• Include filer information such as name
and address, Items A through C, and tax
year.
• Include corporate information such as
the dormant corporation’s annual
accounting period (below the title of the
form) and Items 1a, 1b, 1c, and 1d.
For more information, see Rev. Proc.
92-70.
File this summary return in the manner
described in When and Where To File on
page 1.

Treaty-Based Return Positions
You are generally required to file
Form 8833, Treaty-Based Return Position
Disclosure Under Section 6114 or
7701(b), to disclose a return position that
any treaty of the United States (such as
an income tax treaty, an estate and gift
tax treaty, or a friendship, commerce, and
navigation treaty):
• Overrides or modifies any provision of
the Internal Revenue Code and
• Causes, or potentially causes, a
reduction of any tax incurred at any time.
See Form 8833 for exceptions.
Failure to make a required disclosure
may result in a $1,000 penalty ($10,000
for a C corporation). See section 6712.

Section 362(e)(2)(C) Elections
The transferor and transferee in certain
section 351 transactions may make a joint
election under section 362(e)(2)(C) to

!

Do not attach the statement
described above to Form 5471.

CAUTION

Section 108(i) Elections
The controlling domestic shareholder(s)
of a CFC may make the election under
section 108(i) to defer recognizing
discharge of indebtedness income in
certain situations. The election is made by
a statement as provided in Rev. Proc.
2009-37, 2009-36 I.R.B. 309.

!

Do not attach the statement
described above to Form 5471.

CAUTION

If you file a Form 5471 that you later
determine is incomplete or incorrect, file a
corrected Form 5471 with an amended
tax return, using the amended return
instructions for the return with which you
originally filed Form 5471. Write
‘‘corrected’’ at the top of the form and
attach a statement identifying the
changes.

Specific Instructions
Important: If the information required in
a given section exceeds the space
provided within that section, do not write
“see attached” in the section and then
attach all of the information on additional
sheets. Instead, complete all entry spaces
in the section and attach the remaining
information on additional sheets. The
additional sheets must conform with the
IRS version of that section.

Identifying Information
Annual Accounting Period
Enter, in the space provided below the
title of Form 5471, the annual accounting
period of the foreign corporation for which
you are furnishing information. Except for
information contained on Schedule O,
report information for the tax year of the
foreign corporation that ends with or
within your tax year. When filing Schedule
O, report acquisitions, dispositions, and
organizations or reorganizations that
occurred during your tax year.
Specified foreign corporation. The
annual accounting period of a specified
foreign corporation is generally required
to be the tax year of the corporation’s
majority U.S. shareholder. If there is more
than one majority shareholder, the
required tax year will be the tax year that
results in the least aggregate deferral of
income to all U.S. shareholders of the
foreign corporation.
A specified foreign corporation is any
foreign corporation:

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1. That is treated as a CFC under
subpart F and
2. In which more than 50% of the total
voting power or value of all classes of
stock of the corporation is treated as
owned by a U.S. shareholder.
For more information, see section 898
and Rev. Procs. 2002-37, 2002-22 I.R.B.
1030, and 2002-39, 2002-22 I.R.B. 1046,
as modified by Notice 2002-72, 2002-46
I.R.B. 843.

Name Change
If the name of either the person filing the
return or the corporation whose activities
are being reported changed within the
past 3 years, show the prior name(s) in
parentheses after the current name.

Address
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 U.S. person has a
P.O. box, show the box number instead.
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, if
any. Do not abbreviate the country name.

Item A—Identifying Number
The identifying number of an individual is
his or her social security number (SSN).
The identifying number of all others is
their employer identification number
(EIN). If a U.S. corporation that owns
stock in a foreign corporation is a member
of a consolidated group, list the common
parent as the person filing the return and
enter its EIN in Item A. Identify the direct
owner in Item D.

Item B—Category of Filer
Complete Item B to indicate the category
or categories that describe the person
filing this return. If more than one
category applies, check all boxes that
apply.

Item C—Percentage of Voting
Stock Owned
Enter the total percentage of the foreign
corporation’s voting stock you owned
directly, indirectly, or constructively at the
end of the corporation’s annual
accounting period.

Item D—Person(s) on Whose
Behalf This Information Return
Is Filed
The person that files the required
information on behalf of other persons
must complete Item D. See Multiple filers
of same information on page 2. In
addition, a separate Schedule I must be
filed for each person described in
Category 4 or 5.
Except for members of the filer’s
consolidated return group, all persons
identified in Item D must attach a
statement to their tax returns that includes
the following information:
Instructions for Form 5471

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• A statement that their filing
requirements have been or will be
satisfied;
• The name, address, and identifying
number of the return with which the
information was or will be filed; and
• The IRS Service Center where the
return was or will be filed. If the return
was or will be filed electronically, enter
“e-file.”

Line 20. Enter the income, war profits,
and excess profits taxes deducted in
accordance with U.S. GAAP.
Important: Differences between this
functional currency amount and the
amount of taxes that reduce U.S. E&P
should be accounted for on line 2g of
Schedule H.

Items 1f and 1g—Principal
Business Activity

List income, war profits, and excess
profits taxes paid or accrued to the United
States and to any foreign country or U.S.
possession for the annual accounting
period. Report these amounts in column
(b) in the local currency in which the taxes
are payable. Translate these amounts
into U.S. dollars at the average exchange
rate for the tax year to which the tax
relates unless one of the exceptions
below applies. See section 986(a).
Exceptions. If one of the following
exceptions applies, use the exchange
rate in effect on the date you paid the tax.
1. The tax is paid before the
beginning of the year to which the tax
relates.
2. For tax years beginning after
December 31, 2004, there is an election
in effect under section 986(a)(1)(D) to
translate foreign taxes attributable to the
CFC using the exchange rate in effect on
the date of payment.

Enter the principal business activity code
number and the description of the activity
from the list beginning on page 14.

Item 1h—Functional Currency
Enter the foreign corporation’s functional
currency. Regulations sections
1.6038-2(h) and 1.6046-1(g) require that
certain amounts be reported in U.S.
dollars and/or in the foreign corporation’s
functional currency. The specific
instructions for the affected schedules
state these requirements.
Special rules apply for foreign
corporations that use the U.S. dollar
approximate separate transactions
method of accounting (DASTM) under
Regulations section 1.985-3. See the
instructions for Schedule C and Schedule
H.

Schedule B
Category 3 and 4 filers must complete
Schedule B for U.S. persons that owned
(at any time during the annual accounting
period), directly or indirectly through
foreign entities, 10% or more in value or
voting power of any class of the
corporation’s outstanding stock.
Column (e). Enter each shareholder’s
allocable percentage of the foreign
corporation’s subpart F income.

Schedule C
If the foreign corporation uses the U.S.
dollar approximate separate transactions
method of accounting (DASTM) under
Regulations section 1.985-3, the
functional currency column should reflect
local hyperinflationary currency amounts
computed in accordance with U.S.
Generally Accepted Accounting Principles
(GAAP). The U.S. dollar column should
reflect such amounts translated into
dollars under U.S. GAAP translation
rules. Differences between this U.S. dollar
GAAP column and the U.S. dollar income
or loss figured for tax purposes under
Regulations section 1.985-3(c) should be
accounted for on Schedule H. See
Schedule H, Special rules for DASTM,
below.
Line 19. The terms “extraordinary items”
and “prior period adjustments” have the
same meaning given to them by U.S.
GAAP (see Opinion No. 30 of the
Accounting Principles Board and
Statement No. 16 of the Financial
Accounting Standards Board).
Instructions for Form 5471

Schedule E

Enter the exchange rate used in
column (c). Report the exchange rate
using the “divide-by convention” specified
under Reporting Exchange Rates on
Form 5471 on page 3. Enter the
translated dollar amount in column (d).

Schedule F
If the foreign corporation uses DASTM,
the tax balance sheet on Schedule F
should be prepared and translated into
U.S. dollars according to Regulations
section 1.985-3(d), rather than U.S.
GAAP.

Schedule G
Question 1
If the foreign corporation owned at least a
10% interest, directly or indirectly, in any
foreign partnership, attach a statement
listing the following information for each
foreign partnership:
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 corporation’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.

Question 3
Check the “Yes” box if the foreign
corporation is the tax owner of a foreign
disregarded entity (FDE). The “tax owner”

-5-

of an FDE is the person that is treated as
owning the assets and liabilities of the
FDE for purposes of U.S. income tax law.
If the foreign corporation is the tax
owner of an FDE and you are a category
4 or 5 filer of Form 5471, you are required
to attach Form 8858 to Form 5471.
If the foreign corporation is the tax
owner of an FDE and you are not a
category 4 or 5 filer of Form 5471, you
must attach the statement described
below in lieu of Form 8858.
Statement in lieu of Form 8858. This
statement must list the name of the FDE,
country under whose laws the FDE was
organized, and EIN (if any) of the FDE.

Schedule H
Use Schedule H to report the foreign
corporation’s current earnings and profits
(E&P) for U.S. tax purposes. Enter the
amounts on lines 1 through 5c in
functional currency.
Special rules for DASTM. If the foreign
corporation uses DASTM, enter on line 1
the dollar GAAP income or (loss) from
line 21 of Schedule C. Enter on lines 2a
through 4 the adjustments made in
figuring current E&P for U.S. tax
purposes. Report these amounts in U.S.
dollars. Enter on line 5b the DASTM gain
or loss figured under Regulations section
1.985-3(d).
Lines 2a through 2h. Certain
adjustments (required by Regulations
sections 1.964-1(b) and (c)) must be
made to the foreign corporation’s line 1
net book income or (loss) to determine its
current E&P. These adjustments may
include both positive and negative
adjustments to conform the foreign book
income to U.S. GAAP and to U.S. tax
accounting principles. If the foreign
corporation’s books are maintained in
functional currency in accordance with
U.S. GAAP, enter on line 1 the functional
currency GAAP income or (loss) from line
21 of Schedule C, rather than starting
with foreign book income, and show
GAAP-to-tax adjustments on lines 2a
through 2h.
Lines 2b and 2c. Generally,
depreciation, depletion, and amortization
allowances must be based on the
historical cost of the underlying asset, and
depreciation must be figured according to
section 167. However, if 20% or more of
the foreign corporation’s gross income is
from U.S. sources, depreciation must be
figured on a straight line basis according
to Regulations section 1.312-15.
Line 2f. Inventories must be taken into
account according to the rules of
sections 471 (incorporating the provisions
of section 263A) and 472 and the related
regulations.
Line 2g. See the instructions for
Schedule C, line 20 above.
Line 2h. Enter the net amount of any
additional adjustments not included on
lines 2a through 2g. List these additional
adjustments on a separate schedule.
Attach this schedule to Form 5471.

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Line 5b. DASTM gain or (loss),
reflecting unrealized exchange gain or
loss, should be entered on line 5b only for
foreign corporations that use DASTM.
Line 5d. Enter the line 5c functional
currency amount translated into U.S.
dollars at the average exchange rate for
the foreign corporation’s tax year. See
section 989(b). Report the exchange rate
using the “divide-by convention” specified
under Reporting Exchange Rates on
Form 5471 on page 3. If the foreign
corporation uses DASTM, enter on line 5d
the same amount entered on line 5c.
Blocked income. The E&P of the
foreign corporation, as reflected on
Schedule H, must not be reduced by all or
any part of such E&P that could not have
been distributed by the foreign
corporation due to currency or other
restrictions or limitations imposed under
the laws of any foreign country.

Lines 2 Through 4
Other amounts not eligible for deferral
that are reported on Schedule I include:
• Earnings invested in U.S. property
(Worksheet B);
• Amounts withdrawn from qualified
investments in less developed countries
and amounts withdrawn from qualified
investments in foreign base company
shipping operations (Worksheet C); and
• Amounts withdrawn from investment in
export trade assets (Worksheet D).

Line 5
Enter the factoring income (as defined in
section 864(d)(1)) if no subpart F income
is reported on line 1a, Worksheet A,
because of the operation of the de
minimis rule (see lines 1a, 9, and 11 of
Worksheet A and the related instructions).

Line 6

Use Schedule I to report in U.S. dollars
the U.S. shareholder’s pro rata share of
income from the foreign corporation
reportable under subpart F and other
income realized from a corporate
distribution.

Add lines 1 through 5. Enter the result
here and on your tax return. For a
corporate U.S. shareholder, enter the
result on Form 1120, Schedule C, line 14,
or on the comparable line of other
corporate tax returns. For a noncorporate
U.S. shareholder, enter the result on
Form 1040, line 21 (Other Income), or on
the comparable line of other noncorporate
tax returns.

Line 1

Line 7

Subpart F income. Generally, the
income of a foreign corporation with U.S.
shareholders is not taxed to those U.S.
shareholders until the income is
repatriated to the United States (e.g.,
through the payment of dividends to the
U.S. shareholders or in the form of gain
on the disposition of the U.S.
shareholders’ stock in the foreign
corporation). However, this deferral of
U.S. tax is not available to U.S.
shareholders of CFCs with certain types
of income, including subpart F income.
For more information, see sections 951
and 952.

Enter the dividends you received from the
foreign corporation that were not
previously taxed under subpart F in the
current year or in any prior year.

Schedule I

Use Worksheet A (which begins on
page 8) to compute the U.S.
shareholder’s pro rata share of subpart F
income of the CFC. Subpart F income
includes the following:
• Adjusted net foreign base company
income (lines 1 through 19);
• Adjusted net insurance income (line
20);
• Adjusted net related person insurance
income (line 21);
• International boycott income (line 22);
• Illegal bribes, kickbacks, and other
payments (line 23); and
• Income from a country described in
section 952(a)(5) (line 24).
Important: If the subpart F income of
any CFC for any tax year was reduced
because of the current E&P limitation
(see the instructions for line 29 of
Worksheet A on page 10), any excess of
the E&P of the CFC for any subsequent
tax year over the subpart F income of the
CFC for the tax year must be
recharacterized as subpart F income.

Line 8
If previously taxed E&P described in
section 959(a) or (b) was distributed,
enter the amount of foreign currency gain
or (loss) on the distribution, computed
under section 986(c). See Notice 88-71,
1988-2 C.B. 374, for rules for computing
section 986(c) gain or (loss).
For a corporate U.S. shareholder,
include the gain or (loss) as “other
income” on line 10 of Form 1120, or on
the comparable line of other corporate tax
returns. For a noncorporate U.S.
shareholder, include the result as “other
income” on line 21 of Form 1040, or on
the comparable line of other noncorporate
tax returns.

Worksheet A
Important: For tax years beginning after
December 31, 2004, foreign base
company income does not include foreign
base company shipping income as
defined in former section 954(f).
For tax years beginning after
December 31, 1998, and before January
1, 2010, the following exceptions apply:
• Foreign personal holding company
income generally shall not include income
derived in the active conduct of a CFC of
a banking, finance, or similar business
(section 954(h)).
• Foreign personal holding company and
insurance income shall not include certain
investment income derived by a qualifying

-6-

insurance company and by certain
qualifying insurance branches (sections
953(a)(2) and 954(i)).
• Foreign base company services
income shall not include income that is
exempt insurance income under section
953(e) or that is not treated as foreign
personal holding company income under
the active conduct of an insurance
business exception (section 954(i)); the
active conduct of a banking, financing, or
similar business exception (section
954(h)); or the securities dealer exception
(section 954(c)(2)(C)(ii)).
Line 1a. Do not include the following:
• Interest from conducting a banking
business that is “export financing interest”
(section 904(d)(2)(G));
• Rents and royalties from actively
conducting a trade or business received
from a person other than a “related
person” (as defined in section 954(d)(3));
and
• Dividends, interest, rent or royalty
income from related corporate payors
described in section 954(c)(3). However,
see section 964(e) for an exception.
Interest income includes factoring
income arising when a person acquires a
trade or service receivable (directly or
indirectly) from a related person. The
income is treated as interest on a loan to
the obligor under section 864(d)(1) and is
generally not eligible for the de minimis,
export financing, and related party
exceptions to the inclusion of subpart F
income. Also, a trade or service
receivable acquired or treated as
acquired by a CFC from a related U.S.
person is considered an investment in
U.S. property for purposes of section 956
(Worksheet B) if the obligor is a U.S.
person.
Line 1b. Enter the excess of gains over
losses from the sale or exchange of:
• Property that produces the type of
income reportable on line 1a. For tax
years beginning after December 31,
1998, and before January 1, 2010, see
section 954(c)(1)(B)(i).
• An interest in a trust, partnership, or
REMIC. However, see the instructions for
line 1i for an exception that provides for
look-through treatment for certain sales of
partnership interests.
• Property that does not produce any
income.
Do not include:

• Income, gain, deduction, or loss from

any transaction (including a hedging
transaction) and transactions involving
physical settlement of a regular dealer in
property, forward contracts, option
contracts, and similar financial
instruments (section 954(c)(2)(C)).
• Gains and losses from the sale or
exchange of any property that, in the
hands of the CFC, is property described
in section 1221(a)(1).
Line 1c. Enter the excess of gains over
losses from transactions (including
futures, forward, and similar transactions)
in any commodities. See section
Instructions for Form 5471

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954(c)(1)(C) for exceptions. See section
954(c)(5) for a definition and special rules
relating to commodity transactions.
Line 1d. Enter the excess of foreign
currency gains over foreign currency
losses from section 988 transactions. An
exception applies to transactions directly
related to the business needs of a CFC.
Line 1e. Enter any income equivalent to
interest, including income from
commitment fees (or similar amounts) for
loans actually made.
Line 1f. Include net income from
notional principal contracts (except a
contract entered into to hedge inventory
property).
Line 1g. Include payments in lieu of
dividends that are made as required
under section 1058.
Line 1h. Enter amounts received:
• Under a contract under which the
corporation is to furnish personal services
if (a) some person other than the
corporation has a right to designate (by
name or by description) the individual
who is to perform the services or (b) the
individual who is to perform the services
is designated (by name or by description)
in the contract, and
• From the sale or other disposition of
such a contract.
Note. The above rules apply with
respect to amounts received for services
under a particular contract only if at some
time during the tax year 25% or more in
value of the outstanding stock of the
corporation is owned, directly or indirectly,
by or for the individual who has
performed, is to perform, or may be
designated (by name or by description) as
the one to perform, such services.
Line 1i. For tax years beginning after
December 31, 2004, in the case of any
sale by a CFC of an interest in a
partnership with respect to which the CFC
is a 25% owner (defined below), such
CFC is treated for purposes of computing
its foreign personal holding company
income as selling the proportionate share
of the assets of the partnership
attributable to such interest. Thus, the
sale of a partnership interest by a CFC
that meets the ownership threshold
constitutes subpart F income only to the
extent that a proportionate sale of the
underlying partnership assets attributable
to the partnership interest would
constitute subpart F income. Do not
report these amounts on line 1b. Instead,
report them on new line 1i.
25% owner. For purposes of these
rules, a 25% shareholder is a CFC that
owns directly 25% or more of the capital
or profits interest in a partnership. For
purposes of the preceding sentence, if a
CFC is a shareholder or partner of a
corporation or partnership, the CFC is
treated as owning directly its
proportionate share of any such capital or
profits interest held directly or indirectly by
such corporation or partnership. If a CFC
is treated as owning a capital or profits
interest in a partnership under
Instructions for Form 5471

constructive ownership rules similar to the
rules of section 958(b), the CFC shall be
treated as owning such interest directly or
indirectly for purposes of this definition.
Line 11. De minimis rule. If the sum of
foreign base company income
(determined without regard to section
954(b)(5)) and gross insurance income
(as defined in section 954(b)(3)(C)) for
the tax year is less than the smaller of
5% of gross income for income tax
purposes, or $1 million, then no portion of
the gross income for the tax year is
treated as foreign base company income
or insurance income. In this case, enter
zero on line 11 and skip lines 12
through 21. Otherwise, go to line 12.
Line 12. Full inclusion rule. If the sum
of foreign base company income
(determined without regard to section
954(b)(5)) and gross insurance income
for the tax year exceeds 70% of gross
income for income tax purposes, the
entire gross income for the tax year must
(subject to the high tax exception
described below, the section 952(b)
exclusion, and the deductions to be taken
into account under section 954(b)(5)) be
treated as foreign base company income
or insurance income, whichever is
appropriate. In this case, enter total gross
income (for income tax purposes) on line
12. Otherwise, enter zero.
Lines 14g, 15d, 16d, 18d, 20d, and 21d.
Exception for certain income subject
to high foreign taxes. Foreign base
company income and insurance income
does not include any item of income
received by a CFC if the taxpayer
establishes that such income was subject
to an effective rate of income tax imposed
by a foreign country that is greater than
90% of the maximum rate of tax specified
in section 11. This rule does not apply to
foreign base company oil-related income.
For more information, see section
954(b)(4) and Regulations section
1.954-1(d)(1).
Line 20. Adjusted net insurance
income. In determining a shareholder’s
pro rata share of the subpart F income of
a CFC, insurance income is any income:
• That is attributable to the issuing (or
reinsuring) of any insurance or annuity
contract:
1. For property in, liability from an
activity in, or for the lives or health of
residents of a country other than the
country under the laws of which the CFC
is created or organized or
2. For risks not described in 1 above,
resulting from any arrangement in which
another corporation receives a
substantially equal amount of premiums
or other consideration for issuing (or
reinsuring) a contract described in 1
above.
• That would, subject to the modifications
provided in sections 953(b)(1) and
953(b)(2), be taxed under subchapter L
(insurance company tax) if such income
were income of a domestic insurance
company.

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Line 21. Adjusted net related person
insurance income. In determining a
shareholder’s pro rata share of the
subpart F income of a CFC, related
person insurance income is any
insurance income (within the meaning of
section 953(a)) attributable to a policy of
insurance or reinsurance for which the
person insured (directly or indirectly) is a
U.S. shareholder (as defined in section
953(c)(1)(A)) in a CFC, or a related
person (as defined in section 953(c)(6)) to
such a shareholder. In such case, the pro
rata share referred to above is to be
determined under the rules of section
953(c)(5).
Exceptions. The above definition does
not apply to any foreign corporation if:
• At all times during the foreign
corporation’s tax year, less than 20% of
the total combined voting power of all
classes of stock of the corporation entitled
to vote, and less than 20% of the total
value of the corporation, is owned
(directly or indirectly under the principles
of section 883(c)(4)) by persons who are
(directly or indirectly) insured under any
policy of insurance or reinsurance issued
by the corporation or who are related
persons to any such person;
• The related person insurance income
(determined on a gross basis) of the
corporation for the tax year is less than
20% of its insurance income for the tax
year determined without regard to the
provisions of section 953(a)(1) that limit
insurance income to income from
countries other than the country in which
the corporation was created or organized;
or
• The corporation:
1. Elects to treat its related person
insurance income for the tax year as
income effectively connected with the
conduct of a trade or business in the
United States;
2. Elects to waive all treaty benefits
(other than from section 884) for related
person insurance income; and
3. Meets any requirement the IRS
may prescribe to ensure that any tax on
such income is paid.
This election will not be effective if the
corporation was a disqualified corporation
(as defined in section 953(c)(3)(E)) for the
tax year for which the election was made
or for any prior tax year beginning after
1986. See section 953(c)(3)(D) for special
rules for this election.
Mutual life insurance companies. The
related person insurance income rules
also apply to mutual life insurance
companies under regulations prescribed
by the Secretary. For these purposes,
policyholders must be treated as
shareholders.
Line 22. International boycott income.
If a CFC or a member of a controlled
group (within the meaning of section
993(a)(3)) that includes the CFC has
operations in, or related to, a country (or
with the government, a company, or a
national of a country) that requires
participation in or cooperation with an

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Worksheet A—Foreign Base Company Income and Insurance Income and Summary of U.S. Shareholder’s Pro
Rata Share of Subpart F Income of a CFC (See instructions beginning on page 6.)
Enter the amounts on lines 1a through 38a in functional currency.
1

Gross foreign personal holding company income:
a Dividends, interest, royalties, rents, and annuities (section 954(c)(1)(A)
1a
(excluding amounts described in sections 954(c)(2), (3), and (6)))
b Excess of gains over losses from certain property transactions
1b
(section 954(c)(1)(B))
1c
c Excess of gains over losses from commodity transactions (section 954(c)(1)(C))
1d
d Excess of foreign currency gains over foreign currency losses (section 954(c)(1)(D))
1e
e Income equivalent to interest (section 954(c)(1)(E))
1f
f Net income from a notional principal contract (section 954(c)(1)(F))
1g
g Payments in lieu of dividends (section 954(c)(1)(G))
h Certain amounts received for services under personal service
1h
contracts (see section 954(c)(1)(H))
i Certain amounts from sales of partnership interests to which the
1i
look-through rule of section 954(c)(4) applies
2 Gross foreign personal holding company income. Add lines 1a through 1i
3 Gross foreign base company sales income (see section 954(d))
4 Gross foreign base company services income (see section 954(e))
5 Gross foreign base company oil-related income (see section 954(g)) after application of section 954(b)(6)
6 Gross foreign base company income. Add lines 2 through 5
7 Gross insurance income (see sections 953 and 954(b)(3)(C) and the instructions for lines 20 and 21)
8 Gross foreign base company income and gross insurance income. Add lines 6 and 7
9 Enter 5% of total gross income (as computed for income tax purposes)
10 Enter 70% of total gross income (as computed for income tax purposes)
11 If line 8 is less than line 9 and less than $1 million, enter -0- on this line and skip lines 12 through 21
12 If line 8 is more than line 10, enter total gross income (as computed for income tax purposes)
13 Total adjusted gross foreign base company income and insurance income (enter the greater
of line 8 or line 12)
14 Adjusted net foreign personal holding company income:
14a
a Enter amount from line 2
14b
b Expenses directly related to amount on line 2
14c
c Subtract line 14b from line 14a
14d
d Related person interest expense (see section 954(b)(5))
e Other expenses allocated and apportioned to the amount on line 2
14e
under section 954(b)(5)
f Net foreign personal holding company income. Subtract the sum of
14f
lines 14d and 14e from line 14c
g Net foreign personal holding company income excluded under
high-tax exception
h Subtract line 14g from line 14f
15 Adjusted net foreign base company sales income:
a Enter amount from line 3
b Expenses allocated and apportioned to the amount on line 3 under
section 954(b)(5)
c Net foreign base company sales income. Subtract line 15b from line 15a
d Net foreign base company sales income excluded under high-tax exception
e Subtract line 15d from line 15c
16 Adjusted net foreign base company services income:
a Enter amount from line 4
b Expenses allocated and apportioned to line 4 under section 954(b)(5)
c Net foreign base company services income. Subtract line 16b from line 16a
d Net foreign base company services income excluded under high-tax exception
e Subtract line 16d from line 16c

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2
3
4
5
6
7
8
9
10
11
12
13

14g
14h
15a
15b
15c
15d
15e
16a
16b
16c
16d
16e

Instructions for Form 5471

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Worksheet A (continued) (See instructions.)
17

Adjusted net foreign base company oil-related income:
17a
a Enter amount from line 5
b Expenses allocated and apportioned to line 5 under section 954(b)(5) 17b
c Subtract line 17b from line 17a
18
Adjusted net full inclusion foreign base company income:
18a
a Enter the excess, if any, of line 12 over line 8
18b
b Expenses allocated and apportioned under section 954(b)(5)
c Net full inclusion foreign base company income. Subtract line 18b
18c
from line 18a
d Net full inclusion foreign base company income excluded under
18d
high-tax exception
e Subtract line 18d from line 18c
19
Adjusted net foreign base company income. Add lines 14h, 15e, 16e, 17c, and 18e
20
Adjusted net insurance income (other than related person insurance income):
20a
a Enter amount from line 7 (other than related person insurance income)
b Expenses allocated and apportioned to the amount from line 7 under
20b
section 953
20c
c Net insurance income. Subtract line 20b from line 20a
20d
d Net insurance income excluded under high-tax exception
e Subtract line 20d from line 20c
21
Adjusted net related person insurance income:
21a
a Enter amount from line 7 that is related person insurance income
b Expenses allocated and apportioned to related person insurance
21b
income under section 953
c Net related person insurance income. Subtract line 21b from line 21a 21c
d Net related person insurance income excluded under high-tax exception 21d
e Subtract line 21d from line 21c
International boycott income (section 952(a)(3))
lllegal bribes, kickbacks, and other payments (section 952(a)(4))
lncome described in section 952(a)(5) (see instructions)
Subpart F income before application of sections 952(b) and (c) and section 959(b). Add lines
19, 20e, 21e, and 22 through 24
26
Enter portion of line 25 that is U.S. source income effectively
26
connected with a U.S. trade or business (section 952(b))
27
Exclusions under section 959(b)
27
Total subpart F income. Subtract the sum of lines 26 and 27 from line 25
28
Current E&P
29
Enter the smaller of line 28 or line 29
30
31
Shareholder’s pro rata share of line 30
31
32
Shareholder’s pro rata share of export trade income
32
33
33
Subtract line 32 from line 31
34
Divide the number of days in the tax year that the corporation was a CFC
34
by the number of days in the tax year and multiply the result by line 33

22
23
24
25

35
36
37
38a
b

Dividends paid to any other person with respect to your stock during
35
the tax year
Divide the number of days in the tax year you did not own such stock
36
by the number of days in the tax year and multiply the result by line 33
37
Enter the smaller of line 35 or line 36
Shareholder’s pro rata share of subpart F income. Subtract line 37 from line 34
Translate the amount on line 38a from functional currency to U.S. dollars at the average exchange
rate. See section 989(b). Enter the result here and on line 1, Schedule I

Instructions for Form 5471

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17c

18e
19

20e

21e
22
23
24
25

28
29
30

38a
38b

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international boycott as a condition of
doing business within such country or
with the government, company, or
national of that country, a portion of the
CFC’s income is included in subpart F
income. The amount included is
determined by multiplying the CFC’s
income (other than income included
under section 951 and U.S. source
effectively connected business income
described in section 952(b)) by the
international boycott factor. This factor is
a fraction determined on Schedule A
(Form 5713).
Special rule. If the shareholder of a
CFC can clearly demonstrate that the
income earned for the tax year is from
specific operations, then, instead of
applying the international boycott factor,
the addition to subpart F income is the
amount specifically from the operations in
which there was participation in or
cooperation with an international boycott.
See Schedule B (Form 5713).
Line 23. Illegal bribes, kickbacks, and
other payments. Enter the total of any
illegal bribes, kickbacks, or other
payments (within the meaning of section
162(c)) paid by or on behalf of the
corporation, directly or indirectly, to an
official, employee, or agent of a
government.
Line 24. Income described in section
952(a)(5). The income of a CFC derived
from any foreign country during any
period during which section 901(j) applies
to such foreign country will be deemed to
be income to the U.S. shareholders of
such CFC. As of the date these
instructions were revised, section 901(j)
applied to: Cuba, Iran, North Korea,
Sudan, and Syria.
Line 26. Exclusion of U.S. income.
Subpart F income does not include any
U.S. source income (which, for these
purposes, includes all carrying charges
and all interest, dividends, royalties, and
other investment income received or
accrued by a FSC) that is effectively
connected with a CFC’s conduct of a
trade or business in the United States
unless that item is exempt from taxation
(or is subject to a reduced rate of tax)
pursuant to a treaty obligation of the
United States or the Code.
Line 29. Current E&P. A CFC’s subpart
F income is limited to its current year
E&P, computed under the special rule of
section 952(c)(3). The amount included in
the gross income of a U.S. shareholder of
a CFC under section 951(a)(1)(A)(i) for
any tax year and attributable to a qualified
activity must be reduced by the
shareholder’s pro rata share of any
qualified deficit (see section 952(c)(1)(B)).
Certain current year deficits of a
member of the same chain of
corporations may be considered in
determining subpart F income. See
section 952(c)(1)(C).

Worksheet B
Use Worksheet B (on page 11) to
determine a U.S. shareholder’s pro rata
share of earnings of a CFC invested in
U.S. property that is subject to tax. Only
earnings of a CFC not distributed or
otherwise previously taxed are subject to
these rules. Thus, the amount of
previously untaxed earnings limits the
section 956 inclusion. A CFC’s
investment in U.S. property in excess of
this limit will not be included in the taxable
income of the CFC’s U.S. shareholders.
Further, U.S. shareholders are only
taxed on earnings invested in U.S.
property to the extent the investments
exceed the CFC’s previously taxed
earnings. The balances in the previously
taxed accounts of prior section 956
inclusions (see section 959(c)(1)(A)) and
current or prior subpart F inclusions (see
section 959(c)(2)) reduce what would
otherwise be the current section 956
inclusion.
Note. The previously taxed accounts
should be adjusted to reflect any
reclassification of subpart F inclusions
that reduced prior section 956 or 956A
inclusions (see section 959(a)(2) and
Schedule J).
Distributions are also taken into
account before the section 956 inclusion
is determined. Distributions generally are
treated as coming first from (and thus
reducing the balances of) the previously
taxed accounts. Thus, the U.S.
shareholders must:
1. Compute the current subpart F
inclusion (potentially increasing that
previously taxed account);
2. Take into account current
distributions (potentially reducing the
previously taxed and untaxed accounts);
and
3. Compute the current section 956
inclusion (potentially increasing or
reclassifying the previously taxed
accounts).
U.S. property is measured on a
quarterly average basis. For purposes of
Worksheet B, the amount taken into
account with respect to U.S. property is
its adjusted basis for earnings and profits
purposes, reduced by any liability the
property is subject to. See sections 956(c)
and (d) for the definition of U.S. property.
The amount of U.S. property held (directly
or indirectly) by the CFC does not include
any item that was acquired by the foreign
corporation before it became a CFC,
except for the property acquired before
the foreign corporation became a CFC
that exceeds the applicable earnings (as
defined in section 956(b)) accumulated
during periods before it became a CFC.
If the foreign corporation ceases to be
a CFC during the tax year:
• The determination of the U.S.
shareholder’s pro rata share will be made
based upon the stock owned (within the
meaning of section 958(a)) by the U.S.
shareholder on the last day during the tax

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year in which the foreign corporation was
a CFC;
• The CFC’s U.S. property for the taxable
year will be determined only by taking into
account quarters ending on or before
such last day (and investments in U.S.
property as of the close of subsequent
quarters should be recorded as zero on
line 1); and
• In determining applicable earnings,
current earnings and profits will include
only earnings and profits that are
allocable (on a pro rata basis) to the part
of the year during which the foreign
corporation was a CFC.

Schedule J
Use Schedule J to report accumulated
E&P, in functional currency, computed
under sections 964(a) and 986(b).

Column (a)
Use column (a) to report the opening
balance, current year additions and
subtractions, and the closing balance in
the foreign corporation’s post-1986
undistributed earnings pool.
Note. Line 3 (E&P as of the close of the
tax year, before actual or deemed
distributions during the year) is the
denominator of the deemed-paid credit
fraction under section 902(c)(1) used for
foreign tax credit purposes.

Column (b)
Use column (b) to report the aggregate
amount of the foreign corporation’s
pre-1987 section 964(a) E&P
accumulated since 1962 and not
previously distributed or deemed
distributed. These amounts are figured in
U.S. dollars using the rules of Regulations
sections 1.964-1(a) through (e),
translated into the foreign corporation’s
functional currency according to
Notice 88-70, 1988-2 C.B. 369.

Column (c)
Use column (c) to report the running
balance of the foreign corporation’s
previously taxed earnings and profits
(PTI), or section 964(a) E&P accumulated
since 1962 that have resulted in deemed
inclusions under subpart F. Pre-1987 U.S.
dollar PTI should be translated into the
foreign corporation’s functional currency
using the rules of Notice 88-70 and added
to post-1986 amounts in the appropriate
PTI category.
• Include in column (c)(i) PTI attributable
to, or reclassified as, investments in U.S.
property (section 959(c)(1)(A) amounts).
• Include in column (c)(ii) PTI attributable
to, or reclassified as, earnings invested in
excess passive assets (section
959(c)(1)(B) amounts) accumulated in tax
years of foreign corporations beginning
after September 30, 1993, and before
January 1, 1997.
• Include in column (c)(iii) PTI
attributable to subpart F income net of
any reclassifications (section 959(c)(2)
amounts).
Instructions for Form 5471

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Worksheet B—U.S. Shareholder’s Pro Rata Share of Earnings of a CFC Invested in U.S. Property
Enter the amounts on lines 1 through 16 in functional currency.
1
a
b
c
d
2
3
4
5
6
7
a
b
8
9
10
11
12
13
14
15
16
17

Amount of U.S. property (as defined in sections 956(c) and (d)) held (directly or indirectly) by
the CFC as of the close of:
1a
The first quarter of the tax year
1b
The second quarter of the tax year
1c
The third quarter of the tax year
1d
The fourth quarter of the tax year
䊳
Number of quarter-ends the foreign corporation was a CFC during the tax year
Average amount of U.S. property held (directly or indirectly) by the CFC as of the close of each
quarter of the tax year. (Add lines 1a through 1d. Divide this amount by the number on line 2.)
U.S. shareholder’s pro rata share of the amount on line 3
U.S. shareholder’s earnings and profits described in section 959(c)(1)(A) after reductions (if any)
for current year distributions
Subtract line 5 from line 4
Applicable earnings:
7a
Current earnings and profits
7b
Line 7a plus accumulated earnings and profits
Enter the greater of line 7a or line 7b
Distributions made by the CFC during the tax year
Subtract line 9 from line 8
Earnings and profits described in section 959(c)(1)
Subtract line 11 from line 10
U.S. shareholder’s pro rata share of the amount on line 12
U.S. shareholder’s earnings invested in U.S. property. (Enter the smaller of line 6 or line 13)
Amount on line 14 that is excluded from the U.S. shareholder’s gross income under section 959(a)(2)
Subtract line 15 from line 14
Translate the amount on line 16 from functional currency to U.S. dollars at the year-end spot
rate (as provided in section 989(b)). Enter the result here and on line 2 of Schedule I

Column (d)
Use column (d) to report the opening and
closing balance of the foreign
corporation’s accumulated E&P. This
amount is the sum of post-1986
undistributed earnings, pre-1987 section
964(a) E&P not previously taxed, and
PTI.

Schedule M
Important: In translating the amounts
from functional currency to U.S. dollars,
use the average exchange rate for the
foreign corporation’s tax year. See
section 989(b). Report the exchange rate
in the entry space provided at the top of
Schedule M using the “divide-by
convention” specified under Reporting
Exchange Rates on Form 5471 on
page 3.
Every U.S. person described in
Category 4 must file Schedule M to report
the transactions that occurred during the
foreign corporation’s annual accounting
period ending with or within the U.S.
person’s tax year.
If a U.S. corporation that owns stock in
a foreign corporation is a member of a
consolidated group, list the common
parent as the U.S. person filing
Schedule M.
Lines 4 and 16. Report on these lines
cost sharing buy-in payments received
and paid by the foreign corporation
Instructions for Form 5471

(without giving effect to any netting of
payments due and owed). See
Regulations section 1.482-7(g). The
corporation is required to complete both
lines only if the corporation makes
pre-existing intangible property available
to other controlled cost sharing
arrangement participants and is required
to make buy-in payments to other
controlled participants that make
pre-existing intangible property available
to other controlled cost sharing
arrangement participants.
Lines 5 and 17. Report on these lines
cost sharing payments received and paid
by the foreign corporation (without giving
effect to any netting of payments due and
owed). See Regulations section
1.482-7(d)(1). The corporation is required
to complete line 5 only if the corporation
itself incurred costs related to the
intangible development area (e.g.
research and development). If the
corporation does not itself incur costs
related to the intangible development
area, then it should only report cost
sharing payments made on line 17.
Lines 9 and 21. Report on these lines
dividends received and paid by the
foreign corporation not previously taxed
under subpart F in the current year or in
any prior year.
Lines 25 and 26. Report on these lines
the largest outstanding balances during

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2
3
4
5
6

8
9
10
11
12
13
14
15
16
17

the year of gross amounts borrowed from,
and gross amounts loaned to, the related
parties described in columns (b) through
(f). Do not enter aggregate cash flows,
year-end loan balances, average
balances, or net balances. Do not include
open account balances resulting from
sales and purchases reported under other
items listed on Schedule M that arise and
are collected in full in the ordinary course
of business.
Accrued payments and receipts. A
corporation that uses an accrual method
of accounting must use accrued
payments and accrued receipts for
purposes of computing the total amount
to enter on each line of Schedule M.

Schedule O
Schedule O is used to report the
organization or reorganization of a foreign
corporation and the acquisition or
disposition of its stock.
Every U.S. citizen or resident
described in Category 2 must complete
Part I. Every U.S. person described in
Category 3 must complete Part II.
See Regulations section 1.6046-1(i)
for rules on determining when U.S.
persons constructively own stock of a
foreign corporation and therefore are
subject to the section 6046 filing
requirements.

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Worksheet C—U.S. Shareholder’s Pro Rata Share of Previously Excluded Subpart F Income of a CFC
Withdrawn From Qualified Investments in Less Developed Countries and From Qualified
Investments in Foreign Base Company Shipping Operations
Enter the amounts on lines 1 through 6a in functional currency.
1

Decrease in qualified investments in less developed countries (see Regulations section
1.955-1(b)(1)) and foreign base company shipping operations (see Regulations section
1.955A-1(b)(1))
2 Limitation (see Regulations section 1.955-1(b)(2)):
a Enter the sum of E&P for the tax year and E&P accumulated for prior
2a
tax years beginning after 1962
b Enter the sum of amounts invested in less developed countries or
foreign base company shipping operations and excluded from foreign
base company income for all prior tax years, minus the sum of such
amounts withdrawn for such years (see Regulations section
2b
1.955-1(b)(2)(i))
3 Enter the smaller of line 2a or line 2b
4 Previously excluded subpart F income withdrawn for the tax year (enter the smaller of line 1 or
line 3)
5 U.S. shareholder’s pro rata share of line 4 (see Regulations section 1.955-1(c))
6a Divide the number of days in the tax year that the foreign corporation was a CFC by the number
of days in the tax year and multiply the result by line 5
b Translate the amount on line 6a from functional currency to U.S. dollars at the average exchange
rate. See section 989(b). Enter the result here and on line 3, Schedule I

1

3
4
5
6a
6b

Worksheet D—U.S. Shareholder’s Pro Rata Share of Previously Excluded Export Trade Income of a CFC
Withdrawn From Investment in Export Trade Assets
Enter the amounts on lines 1 through 7a in functional currency.
1
2
3
4

Decrease in investments of the CFC in export trade assets (see Regulations section 1.970-1(d)(3))
U.S. shareholder’s pro rata share of line 1
U.S. shareholder’s pro rata share of the sum of E&P of the CFC for the tax year and E&P
accumulated for prior tax years beginning after 1962 (see Regulations section 1.970-1(c)(2)(ii))
Limitation under section 970(b) (see Regulations section 1.970-1(c)(2)(i)):
a U.S. shareholder’s pro rata share of the sum of the amounts by which
the CFC’s subpart F income for prior tax years was reduced under
section 970(a)

4a

b U.S. shareholder’s pro rata share of the sum of the amounts that were
not included in subpart F income of the CFC for prior tax years
because of Regulations section 1.972-1
c Add lines 4a and 4b

4b
4c

d U.S. shareholder’s pro rata share of the sum of the amounts that were
previously included in his or her gross income for prior tax years under
4d
section 951(a)(1)(A)(ii) because of section 970(b)
5 Subtract line 4d from line 4c
6 Enter the smallest of line 2, 3, or 5
7a Divide the number of days in the tax year that the foreign corporation was a CFC by the number
of days in the tax year and multiply the result by line 6
b Translate the amount on line 7a from functional currency to U.S. dollars at the average exchange
rate. See section 989(b). Enter the result here and on line 4, Schedule I

Part I
Column (d). Enter the date the
shareholder first acquired 10% or more
(in value or voting power) of the
outstanding stock of the foreign
corporation.

more (in value or voting power) of the
outstanding stock of the foreign
corporation.

1
2
3

5
6
7a
7b

Part II
Section A —General Shareholder
Information
If the shareholder’s latest tax return was
filed electronically, enter “e-filed” in
column (b)(3) instead of a service center.

Column (e). Enter the date the
shareholder acquired (whether in one or
more transactions) an additional 10% or

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Instructions for Form 5471

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Section C —Acquisition of Stock

On July 1, 2009, Mr. Jackson made a
gift of 5,000 shares of foreign corporation
X to his son, John. Because Mr. Jackson
has reduced his holding in the foreign
corporation, he is required to complete
Form 5471 and Schedule O. To show the
required information about the disposition,
Mr. Jackson completes Section D as
follows:
• Enters his name in column (a).
• Enters “common” in column (b).
• Enters “July 1, 2009” in column (c).
• Enters “gift” in column (d).
• Enters “5,000” in column (e)(1).
• Enters “-0-” in column (f) because the
disposition was by gift.
• Enters the name and address of his
son, John, in column (g).

Example for Item (c). Mr. Lyons, a U.S.
person, acquires a 10% ownership in
foreign corporation F. F is the 100%
owner of two foreign corporations, FI and
FJ. F is also a 50% owner of foreign
corporation FK. In addition, F is 90%
owned by foreign corporation W. Mr.
Lyons does not own any of the stock of
corporation W.

Section D —Disposition of Stock

Section F —Additional Information

Section D must be completed by
shareholders who dispose of their interest
(in whole or in part) in a foreign
corporation.
Column (d). Enter the method of
disposition (e.g., sale, bequest, gift,
trade).
Example. In 1993, Mr. Jackson, a U.S.
citizen, purchased 10,000 shares of
common stock of foreign corporation X.
The purchase represented 10%
ownership of the foreign corporation.

Item (b). List the date of any
reorganization of the foreign corporation
that occurred during the last 4 years while
any U.S. person held 10% or more in
value or vote (directly or indirectly) of the
corporation’s stock. If there is more than
one such date, use the most recent date.
However, do not enter a date for which
information was reported in Schedule E.
Instead, enter the date (if any) of any
reorganization prior to that date (if it is
within the last 4 years).

Mr. Lyons would prepare a list showing
the corporations as follows:
• Corporation W
• Corporation F
• Corporation FI
• Corporation FJ
• Corporation FK

Section C is completed by shareholders
who are completing Schedule O because
they have acquired sufficient stock in a
foreign corporation. If the shareholder
acquired the stock in more than one
transaction, use a separate line to report
each transaction.
Column (d). Enter the method of
acquisition (e.g., purchase, gift, bequest,
trade).
Column (e)(2). Enter the number of
shares acquired indirectly (within the
meaning of section 958(a)(2)) by the
shareholder listed in column (a).
Column (e)(3). Enter the number of
shares constructively owned (within the
meaning of section 958(b)) by the
shareholder listed in column (a).

Mr. Lyons completes and files Form
5471 and Schedule O for the corporations
in which he is a 10% or more
shareholder. Mr. Lyons is also required to
submit a chart if the foreign corporation is
a member of a chain of corporations, and
to indicate if he is a 10% or more
shareholder in any of those corporations.

Then Mr. Lyons is required to indicate
that he is a 10% or more shareholder in
corporations F, FI, and FJ.

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.
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 schedules will vary depending on individual circumstances. The
estimated burden for individual taxpayers filing this form is approved under OMB control number 1545-0074 and is included in the
estimates shown in the instructions for their individual income tax return. The estimated burden for all other taxpayers who file this
form is shown below.

Form

Recordkeeping

5471

Learning about the
law or the form

Preparing and sending
the form to the IRS

82 hr., 45 min.

16 hr., 14 min.

24 hr., 17 min.

Sch. J (5471)

3 hr., 49 min.

1 hr., 29 min.

1 hr., 37 min.

Sch. M (5471)

26 hr., 33 min.

6 min.

32 min.

Sch. O (5471)

10 hr., 45 min.

24 min.

35 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form and related
schedules simpler, we would be happy to hear from you. See the instructions for the tax return with which this form is filed.

Instructions for Form 5471

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Form 5471
Codes for Principal Business Activity
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 company derives
the largest percentage of its “total receipts.” If the
company purchases raw materials and supplies

them to a subcontractor to produce the finished
product, but retains title to the product, the company
is considered a manufacturer and must use one of
the manufacturing codes (311110-339900).
Enter on page 1, item 1f, the six digit code
selected from the list below. In item 1g, enter a brief
description of the company’s business activity.

Code

Code

Code

Code

Agriculture, Forestry, Fishing
and Hunting

237990 Other Heavy & Civil
Engineering Construction
Specialty Trade Contractors
238100 Foundation, Structure, &
Building Exterior Contractors
(including framing carpentry,
masonry, glass, roofing, &
siding)
238210 Electrical Contractors
238220 Plumbing, Heating, &
Air-Conditioning Contractors
238290 Other Building Equipment
Contractors
238300 Building Finishing
Contractors (including
drywall, insulation, painting,
wallcovering, flooring, tile, &
finish carpentry)
238900 Other Specialty Trade
Contractors (including site
preparation)

322200 Converted Paper Product Mfg
Printing and Related Support
Activities
323100 Printing & Related Support
Activities
Petroleum and Coal Products
Manufacturing
324110 Petroleum Refineries
(including integrated)
324120 Asphalt Paving, Roofing, &
Saturated Materials Mfg
324190 Other Petroleum & Coal
Products Mfg
Chemical Manufacturing
325100 Basic Chemical Mfg
325200 Resin, Synthetic Rubber, &
Artificial & Synthetic Fibers &
Filaments Mfg
325300 Pesticide, Fertilizer, & Other
Agricultural Chemical Mfg
325410 Pharmaceutical & Medicine
Mfg
325500 Paint, Coating, & Adhesive
Mfg
325600 Soap, Cleaning Compound, &
Toilet Preparation Mfg
325900 Other Chemical Product &
Preparation Mfg
Plastics and Rubber Products
Manufacturing
326100 Plastics Product Mfg
326200 Rubber Product Mfg
Nonmetallic Mineral Product
Manufacturing
327100 Clay Product & Refractory
Mfg
327210 Glass & Glass Product Mfg
327300 Cement & Concrete Product
Mfg
327400 Lime & Gypsum Product Mfg
327900 Other Nonmetallic Mineral
Product Mfg
Primary Metal Manufacturing
331110 Iron & Steel Mills & Ferroalloy
Mfg
331200 Steel Product Mfg from
Purchased Steel
331310 Alumina & Aluminum
Production & Processing
331400 Nonferrous Metal (except
Aluminum) Production &
Processing
331500 Foundries
Fabricated Metal Product
Manufacturing
332110 Forging & Stamping
332210 Cutlery & Handtool Mfg
332300 Architectural & Structural
Metals Mfg
332400 Boiler, Tank, & Shipping
Container Mfg
332510 Hardware Mfg
332610 Spring & Wire Product Mfg
332700 Machine Shops; Turned
Product; & Screw, Nut, & Bolt
Mfg
332810 Coating, Engraving, Heat
Treating, & Allied Activities
332900 Other Fabricated Metal
Product Mfg
Machinery Manufacturing
333100 Agriculture, Construction, &
Mining Machinery Mfg
333200 Industrial Machinery Mfg
333310 Commercial & Service
Industry Machinery Mfg

333410 Ventilation, Heating,
Air-Conditioning, &
Commercial Refrigeration
Equipment Mfg
333510 Metalworking Machinery Mfg
333610 Engine, Turbine & Power
Transmission Equipment Mfg
333900 Other General Purpose
Machinery Mfg
Computer and Electronic Product
Manufacturing
334110 Computer & Peripheral
Equipment Mfg
334200 Communications Equipment
Mfg
334310 Audio & Video Equipment
Mfg
334410 Semiconductor & Other
Electronic Component Mfg
334500 Navigational, Measuring,
Electromedical, & Control
Instruments Mfg
334610 Manufacturing &
Reproducing Magnetic &
Optical Media
Electrical Equipment, Appliance, and
Component Manufacturing
335100 Electric Lighting Equipment
Mfg
335200 Household Appliance Mfg
335310 Electrical Equipment Mfg
335900 Other Electrical Equipment &
Component Mfg
Transportation Equipment
Manufacturing
336100 Motor Vehicle Mfg
336210 Motor Vehicle Body & Trailer
Mfg
336300 Motor Vehicle Parts Mfg
336410 Aerospace Product & Parts
Mfg
336510 Railroad Rolling Stock Mfg
336610 Ship & Boat Building
336990 Other Transportation
Equipment Mfg
Furniture and Related Product
Manufacturing
337000 Furniture & Related Product
Manufacturing
Miscellaneous Manufacturing
339110 Medical Equipment &
Supplies Mfg
339900 Other Miscellaneous
Manufacturing

Crop Production
111100 Oilseed & Grain Farming
111210 Vegetable & Melon Farming
(including potatoes & yams)
111300 Fruit & Tree Nut Farming
111400 Greenhouse, Nursery, &
Floriculture Production
111900 Other Crop Farming
(including tobacco, cotton,
sugarcane, hay, peanut,
sugar beet & all other crop
farming)
Animal Production
112111 Beef Cattle Ranching &
Farming
112112 Cattle Feedlots
112120 Dairy Cattle & Milk
Production
112210 Hog & Pig Farming
112300 Poultry & Egg Production
112400 Sheep & Goat Farming
112510 Aquaculture (including
shellfish & finfish farms &
hatcheries)
112900 Other Animal Production
Forestry and Logging
113110 Timber Tract Operations
113210 Forest Nurseries & Gathering
of Forest Products
113310 Logging
Fishing, Hunting and Trapping
114110 Fishing
114210 Hunting & Trapping
Support Activities for Agriculture
and Forestry
115110 Support Activities for Crop
Production (including cotton
ginning, soil preparation,
planting, & cultivating)
115210 Support Activities for Animal
Production
115310 Support Activities For
Forestry

Mining
211110
212110
212200
212310
212320

Oil & Gas Extraction
Coal Mining
Metal Ore Mining
Stone Mining & Quarrying
Sand, Gravel, Clay, &
Ceramic & Refractory
Minerals Mining & Quarrying
212390 Other Nonmetallic Mineral
Mining & Quarrying
213110 Support Activities for Mining

Utilities
221100 Electric Power Generation,
Transmission & Distribution
221210 Natural Gas Distribution
221300 Water, Sewage & Other
Systems
221500 Combination Gas & Electric

Construction
Construction of Buildings
236110 Residential Building
Construction
236200 Nonresidential Building
Construction
Heavy and Civil Engineering
Construction
237100 Utility System Construction
237210 Land Subdivision
237310 Highway, Street, & Bridge
Construction

Manufacturing
Food Manufacturing
311110 Animal Food Mfg
311200 Grain & Oilseed Milling
311300 Sugar & Confectionery
Product Mfg
311400 Fruit & Vegetable Preserving
& Specialty Food Mfg
311500 Dairy Product Mfg
311610 Animal Slaughtering and
Processing
311710 Seafood Product Preparation
& Packaging
311800 Bakeries & Tortilla Mfg
311900 Other Food Mfg (including
coffee, tea, flavorings &
seasonings)
Beverage and Tobacco Product
Manufacturing
312110 Soft Drink & Ice Mfg
312120 Breweries
312130 Wineries
312140 Distilleries
312200 Tobacco Manufacturing
Textile Mills and Textile Product
Mills
313000 Textile Mills
314000 Textile Product Mills
Apparel Manufacturing
315100 Apparel Knitting Mills
315210 Cut & Sew Apparel
Contractors
315220 Men’s & Boys’ Cut & Sew
Apparel Mfg
315230 Women’s & Girls’ Cut & Sew
Apparel Mfg
315290 Other Cut & Sew Apparel Mfg
315990 Apparel Accessories & Other
Apparel Mfg
Leather and Allied Product
Manufacturing
316110 Leather & Hide Tanning &
Finishing
316210 Footwear Mfg (including
rubber & plastics)
316990 Other Leather & Allied
Product Mfg
Wood Product Manufacturing
321110 Sawmills & Wood
Preservation
321210 Veneer, Plywood, &
Engineered Wood Product
Mfg
321900 Other Wood Product Mfg
Paper Manufacturing
322100 Pulp, Paper, & Paperboard
Mills

-14-

Wholesale Trade
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

Instructions for Form 5471

Page 15 of 16

Instructions for Form 5471

9:12 - 22-FEB-2010

The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.

Form 5471 (continued)
Code

Code

Code

Code

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
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

446130 Optical Goods Stores
446190 Other Health & Personal
Care Stores
Gasoline Stations
447100 Gasoline Stations (including
convenience stores with gas)
Clothing and Clothing Accessories
Stores
448110 Men’s Clothing Stores
448120 Women’s Clothing Stores
448130 Children’s & Infants’ Clothing
Stores
448140 Family Clothing Stores
448150 Clothing Accessories Stores
448190 Other Clothing Stores
448210 Shoe Stores
448310 Jewelry Stores
448320 Luggage & Leather Goods
Stores
Sporting Goods, Hobby, Book, and
Music Stores
451110 Sporting Goods Stores
451120 Hobby, Toy, & Game Stores
451130 Sewing, Needlework, & Piece
Goods Stores
451140 Musical Instrument &
Supplies Stores
451211 Book Stores
451212 News Dealers & Newsstands
451220 Prerecorded Tape, Compact
Disc, & Record Stores
General Merchandise Stores
452110 Department Stores
452900 Other General Merchandise
Stores
Miscellaneous Store Retailers
453110 Florists
453210 Office Supplies & Stationery
Stores
453220 Gift, Novelty, & Souvenir
Stores
453310 Used Merchandise Stores
453910 Pet & Pet Supplies Stores
453920 Art Dealers
453930 Manufactured (Mobile) Home
Dealers
453990 All Other Miscellaneous Store
Retailers (including tobacco,
candle, & trophy shops)
Nonstore Retailers
454110 Electronic Shopping &
Mail-Order Houses
454210 Vending Machine Operators
454311 Heating Oil Dealers
454312 Liquefied Petroleum Gas
(Bottled Gas) Dealers
454319 Other Fuel Dealers
454390 Other Direct Selling
Establishments (including
door-to-door retailing, frozen
food plan providers, party
plan merchandisers, &
coffee-break service
providers)

485410 School & Employee Bus
Transportation
485510 Charter Bus Industry
485990 Other Transit & Ground
Passenger Transportation
Pipeline Transportation
486000 Pipeline Transportation
Scenic & Sightseeing Transportation
487000 Scenic & Sightseeing
Transportation
Support Activities for Transportation
488100 Support Activities for Air
Transportation
488210 Support Activities for Rail
Transportation
488300 Support Activities for Water
Transportation
488410 Motor Vehicle Towing
488490 Other Support Activities for
Road Transportation
488510 Freight Transportation
Arrangement
488990 Other Support Activities for
Transportation
Couriers and Messengers
492110 Couriers
492210 Local Messengers & Local
Delivery
Warehousing and Storage
493100 Warehousing & Storage
(except lessors of
miniwarehouses &
self-storage units)

522292 Real Estate Credit (including
mortgage bankers &
originators)
522293 International Trade Financing
522294 Secondary Market Financing
522298 All Other Nondepository
Credit Intermediation
Activities Related to Credit
Intermediation
522300 Activities Related to Credit
Intermediation (including loan
brokers, check clearing, &
money transmitting)
Securities, Commodity Contracts,
and Other Financial Investments and
Related Activities
523110 Investment Banking &
Securities Dealing
523120 Securities Brokerage
523130 Commodity Contracts
Dealing
523140 Commodity Contracts
Brokerage
523210 Securities & Commodity
Exchanges
523900 Other Financial Investment
Activities (including portfolio
management & investment
advice)
Insurance Carriers and Related
Activities
524140 Direct Life, Health, & Medical
Insurance & Reinsurance
Carriers
524150 Direct Insurance &
Reinsurance (except Life,
Health & Medical) Carriers
524210 Insurance Agencies &
Brokerages
524290 Other Insurance Related
Activities (including
third-party administration of
insurance and pension funds)
Funds, Trusts, and Other Financial
Vehicles
525100 Insurance & Employee
Benefit Funds
525910 Open-End Investment Funds
(Form 1120-RIC)
525920 Trusts, Estates, & Agency
Accounts
525990 Other Financial Vehicles
(including mortgage REITs &
closed-end investment funds)
“Offices of Bank Holding Companies”
and “Offices of Other Holding
Companies” are located under
Management of Companies (Holding
Companies) on page 16.

Retail Trade
Motor Vehicle and Parts Dealers
441110 New Car Dealers
441120 Used Car Dealers
441210 Recreational Vehicle Dealers
441221 Motorcycle Dealers
441222 Boat Dealers
441229 All Other Motor Vehicle
Dealers
441300 Automotive Parts,
Accessories, & Tire Stores
Furniture and Home Furnishings
Stores
442110 Furniture Stores
442210 Floor Covering Stores
442291 Window Treatment Stores
442299 All Other Home Furnishings
Stores
Electronics and Appliance Stores
443111 Household Appliance Stores
443112 Radio, Television, & Other
Electronics Stores
443120 Computer & Software Stores
443130 Camera & Photographic
Supplies Stores
Building Material and Garden
Equipment and Supplies Dealers
444110 Home Centers
444120 Paint & Wallpaper Stores
444130 Hardware Stores
444190 Other Building Material
Dealers
444200 Lawn & Garden Equipment &
Supplies Stores
Food and Beverage Stores
445110 Supermarkets and Other
Grocery (except
Convenience) Stores
445120 Convenience Stores
445210 Meat Markets
445220 Fish & Seafood Markets
445230 Fruit & Vegetable Markets
445291 Baked Goods Stores
445292 Confectionery & Nut Stores
445299 All Other Specialty Food
Stores
445310 Beer, Wine, & Liquor Stores
Health and Personal Care Stores
446110 Pharmacies & Drug Stores
446120 Cosmetics, Beauty Supplies,
& Perfume Stores

Instructions for Form 5471

Transportation and
Warehousing
Air, Rail, and Water Transportation
481000 Air Transportation
482110 Rail Transportation
483000 Water Transportation
Truck Transportation
484110 General Freight Trucking,
Local
484120 General Freight Trucking,
Long-distance
484200 Specialized Freight Trucking
Transit and Ground Passenger
Transportation
485110 Urban Transit Systems
485210 Interurban & Rural Bus
Transportation
485310 Taxi Service
485320 Limousine Service

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)
512200 Sound Recording Industries
Broadcasting (except Internet)
515100 Radio & Television
Broadcasting
515210 Cable & Other Subscription
Programming
Telecommunications
517000 Telecommunications
(including paging, cellular,
satellite, cable & other
program distribution,
resellers, other
telecommunications, &
internet service providers)
Data Processing Services
518210 Data Processing, Hosting, &
Related Services
Other Information Services
519100 Other Information Services
(including news syndicates,
libraries, internet publishing &
broadcasting)

Finance and Insurance
Depository Credit Intermediation
522110 Commercial Banking
522120 Savings Institutions
522130 Credit Unions
522190 Other Depository Credit
Intermediation
Nondepository Credit Intermediation
522210 Credit Card Issuing
522220 Sales Financing
522291 Consumer Lending

-15-

Real Estate and Rental and
Leasing
Real Estate
531110 Lessors of Residential
Buildings & Dwellings
(including equity REITs)
531114 Cooperative Housing
(including equity REITs)
531120 Lessors of Nonresidential
Buildings (except
Miniwarehouses) (including
equity REITs)
531130 Lessors of Miniwarehouses &
Self-Storage Units (including
equity REITs)
531190 Lessors of Other Real Estate
Property (including equity
REITs)
531210 Offices of Real Estate Agents
& Brokers
531310 Real Estate Property
Managers
531320 Offices of Real Estate
Appraisers
531390 Other Activities Related to
Real Estate

Page 16 of 16

Instructions for Form 5471

9:12 - 22-FEB-2010

The type and rule above prints on all proofs including departmental reproduction proofs. MUST be removed before printing.

Form 5471 (continued)
Code

Code

Code

Code

Rental and Leasing Services
532100 Automotive Equipment Rental
& Leasing
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
Lessors of Nonfinancial Intangible
Assets (except copyrighted works)
533110 Lessors of Nonfinancial
Intangible Assets (except
copyrighted works)

Management of Companies
(Holding Companies)

Outpatient Care Centers
621410 Family Planning Centers
621420 Outpatient Mental Health &
Substance Abuse Centers
621491 HMO Medical Centers
621492 Kidney Dialysis Centers
621493 Freestanding Ambulatory
Surgical & Emergency
Centers
621498 All Other Outpatient Care
Centers
Medical and Diagnostic Laboratories
621510 Medical & Diagnostic
Laboratories
Home Health Care Services
621610 Home Health Care Services
Other Ambulatory Health Care
Services
621900 Other Ambulatory Health
Care Services (including
ambulance services & blood
& organ banks)
Hospitals
622000 Hospitals
Nursing and Residential Care
Facilities
623000 Nursing & Residential Care
Facilities
Social Assistance
624100 Individual & Family Services
624200 Community Food & Housing,
& Emergency & Other Relief
Services
624310 Vocational Rehabilitation
Services
624410 Child Day Care Services

721199 All Other Traveler
Accommodation
721210 RV (Recreational Vehicle)
Parks & Recreational Camps
721310 Rooming & Boarding Houses
Food Services and Drinking Places
722110 Full-Service Restaurants
722210 Limited-Service Eating
Places
722300 Special Food Services
(including food service
contractors & caterers)
722410 Drinking Places (Alcoholic
Beverages)

Professional, Scientific, and
Technical Services
Legal Services
541110 Offices of Lawyers
541190 Other Legal Services
Accounting, Tax Preparation,
Bookkeeping, and Payroll Services
541211 Offices of Certified Public
Accountants
541213 Tax Preparation Services
541214 Payroll Services
541219 Other Accounting 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
Specialized Design Services
541400 Specialized Design Services
(including interior, industrial,
graphic, & fashion design)
Computer Systems Design and
Related Services
541511 Custom Computer
Programming Services
541512 Computer Systems Design
Services
541513 Computer Facilities
Management Services
541519 Other Computer Related
Services
Other Professional, Scientific, and
Technical Services
541600 Management, Scientific, &
Technical Consulting
Services
541700 Scientific Research &
Development Services
541800 Advertising & Related
Services
541910 Marketing Research & Public
Opinion Polling
541920 Photographic Services
541930 Translation & Interpretation
Services
541940 Veterinary Services
541990 All Other Professional,
Scientific, & Technical
Services

551111 Offices of Bank Holding
Companies
551112 Offices of Other Holding
Companies

Administrative and Support
and Waste Management and
Remediation Services
Administrative and Support Services
561110 Office Administrative
Services
561210 Facilities Support Services
561300 Employment Services
561410 Document Preparation
Services
561420 Telephone Call Centers
561430 Business Service Centers
(including private mail centers
& copy shops)
561440 Collection Agencies
561450 Credit Bureaus
561490 Other Business Support
Services (including
repossession services, court
reporting, & stenotype
services)
561500 Travel Arrangement &
Reservation Services
561600 Investigation & Security
Services
561710 Exterminating & Pest Control
Services
561720 Janitorial Services
561730 Landscaping Services
561740 Carpet & Upholstery Cleaning
Services
561790 Other Services to Buildings &
Dwellings
561900 Other Support Services
(including packaging &
labeling services, &
convention & trade show
organizers)
Waste Management and
Remediation Services
562000 Waste Management &
Remediation Services

Educational Services
611000 Educational Services
(including schools, colleges,
& universities)

Health Care and Social
Assistance
Offices of Physicians and Dentists
621111 Offices of Physicians (except
mental health specialists)
621112 Offices of Physicians, Mental
Health Specialists
621210 Offices of Dentists
Offices of Other Health Practitioners
621310 Offices of Chiropractors
621320 Offices of Optometrists
621330 Offices of Mental Health
Practitioners (except
Physicians)
621340 Offices of Physical,
Occupational & Speech
Therapists, & Audiologists
621391 Offices of Podiatrists
621399 Offices of All Other
Miscellaneous Health
Practitioners

Arts, Entertainment, and
Recreation
Performing Arts, Spectator Sports,
and Related Industries
711100 Performing Arts Companies
711210 Spectator Sports (including
sports clubs & racetracks)
711300 Promoters of Performing Arts,
Sports, & Similar Events
711410 Agents & Managers for
Artists, Athletes, Entertainers,
& Other Public Figures
711510 Independent Artists, Writers,
& Performers
Museums, Historical Sites, and
Similar Institutions
712100 Museums, Historical Sites, &
Similar Institutions
Amusement, Gambling, and
Recreation Industries
713100 Amusement Parks & Arcades
713200 Gambling Industries
713900 Other Amusement &
Recreation Industries
(including golf courses, skiing
facilities, marinas, fitness
centers, & bowling centers)

Accommodation and Food
Services
Accommodation
721110 Hotels (except Casino Hotels)
& Motels
721120 Casino Hotels
721191 Bed & Breakfast Inns

-16-

Other Services
Repair and Maintenance
811110 Automotive Mechanical &
Electrical Repair &
Maintenance
811120 Automotive Body, Paint,
Interior, & Glass Repair
811190 Other Automotive Repair &
Maintenance (including oil
change & lubrication shops &
car washes)
811210 Electronic & Precision
Equipment Repair &
Maintenance
811310 Commercial & Industrial
Machinery & Equipment
(except Automotive &
Electronic) Repair &
Maintenance
811410 Home & Garden Equipment &
Appliance Repair &
Maintenance
811420 Reupholstery & Furniture
Repair
811430 Footwear & Leather Goods
Repair
811490 Other Personal & Household
Goods Repair & Maintenance
Personal and Laundry Services
812111 Barber Shops
812112 Beauty Salons
812113 Nail Salons
812190 Other Personal Care
Services (including diet &
weight reducing centers)
812210 Funeral Homes & Funeral
Services
812220 Cemeteries & Crematories
812310 Coin-Operated Laundries &
Drycleaners
812320 Drycleaning & Laundry
Services (except
Coin-Operated)
812330 Linen & Uniform Supply
812910 Pet Care (except Veterinary)
Services
812920 Photofinishing
812930 Parking Lots & Garages
812990 All Other Personal Services
Religious, Grantmaking, Civic,
Professional, and Similar
Organizations
813000 Religious, Grantmaking,
Civic, Professional, & Similar
Organizations (including
condominium and
homeowners associations)

Instructions for Form 5471