U.S. Income Tax Return of a Foreign Corporation

2010

Department of the Treasury
Internal Revenue Service

Instructions for
Form 1120-F
U.S. Income Tax Return of a Foreign Corporation
Section references are to the Internal
Revenue Code unless otherwise noted.
Contents
Page
What’s New . . . . . . . . . . . . . . . . . . . . 1
Photographs of Missing Children . . . . 1
Unresolved Tax Issues . . . . . . . . . . . . 1
How To Get Forms and
Publications . . . . . . . . . . . . . . . . . . 2
General Instructions . . . . . . . . . . . . . 2
Purpose of Form . . . . . . . . . . . . . . . . 2
Who Must File . . . . . . . . . . . . . . . . . . 2
Electronic Filing . . . . . . . . . . . . . . . . . 3
Special Returns for Certain
Organizations . . . . . . . . . . . . . . . . . 3
Claim for Refund or Credit . . . . . . . . . 3
When To File . . . . . . . . . . . . . . . . . . . 4
Where To File . . . . . . . . . . . . . . . . . . 4
Who Must Sign . . . . . . . . . . . . . . . . . 4
Paid Preparer Authorization . . . . . . . . 4
Other Forms, Schedules, and
Statements That May Be
Required . . . . . . . . . . . . . . . . . . . . 5
Assembling the Return . . . . . . . . . . . . 6
Accounting Methods . . . . . . . . . . . . . . 7
Accounting Period . . . . . . . . . . . . . . . 7
Rounding Off to Whole Dollars . . . . . . 7
Recordkeeping . . . . . . . . . . . . . . . . . . 7
Payment of Tax Due . . . . . . . . . . . . . . 7
Estimated Tax Payments . . . . . . . . . . 8
Interest and Penalties . . . . . . . . . . . . . 8
Special Rules for Foreign
Corporations . . . . . . . . . . . . . . . . . . 9
Specific Instructions . . . . . . . . . . . 10
Period Covered . . . . . . . . . . . . . . . . 10
Address . . . . . . . . . . . . . . . . . . . . . . 10
Employer Identification Number . . . . . 10
Computation of Tax Due or
Overpayment . . . . . . . . . . . . . . . . 11
Section I — Income From U.S.
Sources Not Effectively
Connected With the Conduct
of a Trade or Business in the
United States . . . . . . . . . . . . . . . . 13
Section II — Income Effectively
Connected With the Conduct
of a Trade or Business in the
United States . . . . . . . . . . . . . . . . 14
Income . . . . . . . . . . . . . . . . . . . . . 15
Deductions . . . . . . . . . . . . . . . . 16-22
Schedule A — Cost of Goods
Sold . . . . . . . . . . . . . . . . . . . . . . 22
Schedule C — Dividends and
Special Deductions . . . . . . . . . . . 23
Schedule J — Tax
Computation . . . . . . . . . . . . . . . . 24
Section III — Branch Profits Tax
and Tax on Excess Interest . . . . . . 25

Contents
Schedule L — Balance Sheets
per Books . . . . . . . . . . . . . . . .
Schedules M-1 and M-3 . . . . . . . .
Codes for Principal Business
Activity . . . . . . . . . . . . . . . . . . .

Page
. . 28
. . 29
31-33

What’s New
New line 8b. If the corporation has an
overpayment on line 8a, it must complete
the worksheet on page 11 to compute the
amount of the overpayment resulting from
tax deducted and withheld under Chapter
3. This worksheet must be attached as a
schedule to Form 1120-F. See the
instructions for line 8b on page 11.
Dividend equivalent payments. The
Hiring Incentives to Restore Employment
Act of 2010 added Code section 871(m),
which pertains to the treatment of
dividend equivalent payments made on or
after September 14, 2010. See Amounts
fixed or determinable, annual or periodic
on page 13.
Income on guarantees. The Small
Business Jobs and Credit Act of 2010
added Code sections 861(a)(9) and
862(a)(9) and amended section
864(c)(4)(B)(ii), all of which pertain to
income on guarantees. See Income on
Guarantees on page 10 and Foreign
Source Effectively Connected Income on
page 14.
Changes to Federal tax deposit rules.
Temporary and final regulations under
section 6302 (T.D. 9507, 2011-03 I.R.B.
305) changed the rules pertaining to
Federal tax deposits by electronic funds
transfer. See Payment of Tax Due on
pages 7 and 8 for details.
Entity classification elections. Rev.
Proc. 2010-32, 2010-36 I.R.B. 320,
provides additional guidance for filing
entity classification elections under
section 7701. See Form 8832 and Rev.
Proc. 2010-32 for details.
New Schedule UTP (Form 1120),
Uncertain Tax Position Statement.
Certain filers of Form 1120-F with assets
that equal or exceed $100 million must
file new Schedule UTP (Form 1120) to
report uncertain tax positions. See Item
AA on page 13.
Special rules for eligible small
business credits. For tax years
beginning in 2010, if the corporation is an
eligible small business, eligible small
business credits are not subject to the
Cat. No. 11475L

alternative minimum tax (AMT). In
addition, eligible small business credits
can be carried back five years and will not
be subject to AMT in the carryback years.
For more information, see the Instructions
for Form 3800.
Special rule for 2010 start-up costs.
For tax years beginning in 2010, a
corporation can elect to deduct up to
$10,000 of start-up costs. See section
195(b)(3). Also see Business start-up and
organizational costs on page 17.
Extension of election to accelerate the
AMT credit in lieu of bonus
depreciation. A corporation can elect to
increase the minimum tax credit limitation
in lieu of bonus depreciation on certain
“round two” extension property placed in
service after December 31, 2010, in tax
years ending after such date. See section
168(k)(4)(D)(iii). Also see the instructions
for line 5h on page 11.
For the latest information, see www.irs.
gov/formspubs.

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

Unresolved Tax Issues
The Taxpayer Advocate Service (TAS) is
an independent organization within the
IRS whose employees assist taxpayers
who are experiencing economic harm,
who are seeking help in resolving tax
problems that have not been resolved
through normal channels, or who believe
that an IRS system or procedure is not
working as it should. The service is free,
confidential, tailored to meet your needs,
and is available for businesses, as well as
individuals.
The corporation can contact the TAS
as follows:
• Call the TAS toll-free line at
1-877-777-4778 or TTY/TDD
1-800-829-4059 to see if the corporation
is eligible for assistance.
• Call or write the corporation’s local
taxpayer advocate, whose phone number
and address are listed in the local

telephone directory and in Pub. 1546,
Taxpayer Advocate Service – Your Voice
at the IRS.
• File Form 911, Request for Taxpayer
Advocate Service Assistance (And
Application for Taxpayer Assistance
Order), or ask an IRS employee to
complete it on the corporation’s behalf.
• For more information, go to www.irs.
gov/advocate.

How To Get Forms and
Publications
Internet. You can access the IRS
website 24 hours a day, 7 days a week, at
IRS.gov to:
• Download forms, instructions, and
publications;
• Order IRS products online;
• Research your tax questions online;
• Search publications online by topic or
keyword;
• View Internal Revenue Bulletins (IRBs)
published in the last few years; and
• Sign up to receive local and national
tax news by email.
IRS Tax Products DVD. You can order
Pub. 1796, IRS Tax Products DVD, and
obtain the following:
• Current-year forms, instructions, and
publications.
• Prior-year forms, instructions, and
publications.
• Tax Map: an electronic research tool
and finding aid.
• Tax law frequently asked questions
(FAQs).
• Tax Topics from the IRS telephone
response system.
• Internal Revenue Code – Title 26 of
the U.S. Code.
• Fill-in, print, and save features for most
tax forms.
• Internal Revenue Bulletins.
• Toll-free and email technical support.
• Two releases during the year.
– The first release will ship early in
January.
– The final release will ship early in
March.
Buy the DVD from the National
Technical Information Service (NTIS) at
www.irs.gov/cdorders for $30 (no
handling fee) or call 1-877-233-6767
toll-free to buy the DVD for $30 (plus a $6
handling fee).
By phone and in person. You can
order current year and prior year forms
and publications by calling
1-800-TAX-FORM (1-800-829-3676). You
can also get most forms and publications
at your local IRS office.

General Instructions
Purpose of Form
Use Form 1120-F to report the income,
gains, losses, deductions, credits, and to
figure the U.S. income tax liability of a
foreign corporation. Also, use Form
1120-F to claim any refund that is due, to
transmit Form 8833, Treaty-Based Return

Position Disclosure Under Section 6114
or 7701(b), or to calculate and pay a
foreign corporation’s branch profits tax
liability and tax on excess interest, if any,
under section 884.

Who Must File
Unless one of the exceptions under
Exceptions From Filing on page 3 applies
or a special return is required (see
Special Returns for Certain Organizations
on page 3), a foreign corporation must file
Form 1120-F if, during the tax year, the
corporation:
• Was engaged in a trade or business in
the United States, whether or not it had
U.S. source income from that trade or
business, and whether or not income from
such trade or business is exempt from
United States tax under a tax treaty. See
also Protective return on page 10.
• Had income, gains, or losses treated as
if they were effectively connected with the
conduct of a U.S. trade or business. (See
Section II on page 14.)
• Was not engaged in a trade or
business in the United States, but had
income from any U.S. source, if its tax
liability has not been fully satisfied by the
withholding of tax at source under chapter
3 of the Code.
This form is also required to be filed
by:
• A foreign corporation making a claim
for the refund of an overpayment of tax
for the tax year. See Simplified Procedure
for Claiming a Refund of U.S. Tax
Withheld at Source on page 3.
• A foreign corporation claiming the
benefit of any deductions or credits. See
Other Filing Requirements on page 4.
• A foreign corporation making a claim
that an income treaty overruled or
modified any provision of the Internal
Revenue Code with respect to income
derived by the foreign corporation at any
time during the tax year, and such
position is required to be disclosed on
Form 8833. See the instructions for Form
8833 for who must file Form 8833, and
who is exempt from filing by reason of a
waiver provided under section 6114 and
the regulations thereunder. If Form 8833
is required, complete item W on page 2 of
the form.
Others that must file Form 1120-F
include:
• A Mexican or Canadian branch of a
U.S. mutual life insurance company. The
branch must file Form 1120-F on the
same basis as a foreign corporation if the
U.S. company elects to exclude the
branch’s income and expenses from its
own gross income.
• A receiver, assignee, or trustee in
dissolution or bankruptcy, if that person
has or holds title to virtually all of a foreign
corporation’s property or business. Form
1120-F is due whether or not the property
or business is being operated (see Who
Must Sign on page 4 for additional
information).
• An agent in the United States, if the
foreign corporation has no office or place

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of business in the United States when the
return is due.
Treaty or Code exemption. If the
corporation does not have any gross
income for the tax year because it is
claiming a treaty or Code exemption, it
must still file Form 1120-F to show that
the income was exempted by treaty or
Code. In this case the corporation should
only complete the identifying information
(including items A through M) at the top of
page 1 and a statement that indicates the
nature and amount of the exclusions
claimed. In the case of a treaty
exemption, the corporation may complete
item W at the top of page 2 (which
includes completing and attaching Form
8833, if required) in lieu of attaching a
statement. In the case of a Code
exemption under section 883, the
corporation must attach Schedule S
(Form 1120-F) in lieu of attaching a
statement.
Note. If the corporation does not have
any gross income for the tax year
because it is claiming a treaty or Code
exemption, and there was withholding at
source, the corporation must complete
the Computation of Tax Due or
Overpayment section at the bottom of
page 1 of the form (in addition to the
information specified in the previous
paragraph) to claim a refund of the
amounts withheld.
Entities electing to be taxed as foreign
corporations. A foreign eligible entity
that elected to be classified as a
corporation must file Form 1120-F under
the same circumstances as a per se
corporation and an entity that defaults into
corporate status unless it is required to
file a special return listed under Special
Returns for Certain Organizations on
page 3. The entity must also have filed
Form 8832, Entity Classification Election.
A foreign corporation filing Form 1120-F
for the year of the election must attach a
copy of Form 8832 to its Form 1120-F.
See Form 8832 on page 5 of these
instructions for additional information.
Protective return. If a foreign
corporation conducts limited activities in
the United States in a tax year that the
foreign corporation determines does not
give rise to gross income which is
effectively connected with the conduct of
a trade or business within the United
States, the foreign corporation should
follow the instructions for filing a
protective return to safeguard its right to
receive the benefit of the deductions and
credits attributable to that gross income
under Regulations section
1.882-4(a)(3)(vi) in the event that it is
subsequently determined that the original
determination was incorrect. A foreign
corporation should also file a protective
return if it determines initially that it has
no U.S. tax liability under the provisions of
an applicable income tax treaty (for
example, because its income is not
attributable to a permanent establishment
in the United States). See Protective
return on page 10. A foreign corporation
Instructions for Form 1120-F

that does not file a return will lose the
right to take deductions and credits
against effectively connected income.
See Other Filing Requirements on page
4.

Exceptions From Filing
A foreign corporation does not have to file
Form 1120-F if any of the following apply:
• It did not engage in a U.S. trade or
business during the year, and its full U.S.
tax was withheld at source.
• Its only U.S. source income is exempt
from U.S. taxation under section 881(c) or
(d).
• It is a beneficiary of an estate or trust
engaged in a U.S. trade or business, but
would itself otherwise not need to file.

Electronic Filing
Foreign corporations may generally
electronically file (e-file) Form 1120-F,
related forms, schedules, and
attachments, Form 7004, Form 940 and
Form 941 employment tax returns. If
there is a balance due, the corporation
may authorize an electronic funds
withdrawal while e-filing. Form 1099 and
other information returns may also be
electronically filed.
Exceptions. The option to e-file
generally does not apply to certain
returns, including:
• Returns with precomputed penalty and
interest,
• Returns with reasonable cause for
failing to file timely,
• Returns with reasonable cause for
failing to pay timely, and
• Returns with requests for
overpayments to be applied to another
account.
Required e-filers. Certain corporations
with total assets of $10 million or more
that file at least 250 returns a year are
required to e-file Form 1120-F, even if
any of the above exceptions applies. See
Regulations section 301.6011-5.
However, these corporations can request
a waiver of the electronic filing
requirements. See Notice 2010-13,
2010-4 I.R.B. 327.
Visit www.irs.gov/efile for more
information.

Special Returns for Certain
Organizations
Instead of filing Form 1120-F, certain
foreign organizations must file special
returns:
• Form 1120-L, U.S. Life Insurance
Company Income Tax Return, as a
foreign life insurance company.
• Form 1120-PC, U.S. Property and
Casualty Insurance Company Income Tax
Return, as a foreign nonlife insurance
company.
• Form 1120-FSC, U.S. Income Tax
Return of a Foreign Sales Corporation, if
the corporation elected to be treated as a
FSC and the election is still in effect.
Consolidated returns. A foreign
corporation, regardless of whether it files
Instructions for Form 1120-F

a special return, may not belong to an
affiliated group of corporations that files a
consolidated return. However, a
Canadian or Mexican corporation
described in section 1504(d), maintained
solely for complying with the laws of
Canada or Mexico for title and operation
of property may elect to be treated as a
domestic corporation and thereby file as
part of an affiliated group.

Claim for Refund or Credit
If the corporation is filing Form 1120-F
only as a claim for refund or credit of tax
paid or withheld at source, the simplified
procedure described below may be used.

Simplified Procedure for
Claiming a Refund of U.S. Tax
Withheld at Source
To make a claim for a refund, complete
Form 1120-F as follows.
Page 1. Enter the complete name,
address, and employer identification
number of the corporation. Check the
applicable box to indicate the type of
filing. Provide all the information required
in items A through M.
Refund amount. Enter on lines 1 and
4, page 1, the amount from line 11, page
2. Enter on lines 5i and 5j the amount
from line 12, page 2. Enter the excess of
line 5j over line 4 on lines 8a and 9. This
is the amount to be refunded to you.
Signature. An authorized officer of
the corporation must sign and date the
return.
Page 2. Additional information.
Complete all items at the top of page 2
that apply to the corporation.
Section I. Enter in column (b) the gross
amount of each type of income received
that is required to be reported in Section I
(see Section I on page 13 for details).
Include income from foreign sources that
was subject to backup withholding. Do not
include income from which no U.S. tax
was withheld. If the corporation is subject
to backup withholding on gross proceeds
from sales of securities or transactions in
regulated futures contracts, enter the
gross proceeds on line 10.
Enter in columns (c) and (d),
respectively, the correct rate and amount
of U.S. income tax liability for each type of
income reported in column (b). If the
corporation is claiming a refund of U.S.
tax withheld in excess of the rate provided
in a tax treaty with the United States,
enter the applicable treaty rate in column
(c) and figure the correct U.S. income tax
liability on the gross income reported in
column (b).
Enter in column (e) the U.S. tax
actually withheld at source (and not
refunded by the payor or the withholding
agent) from each type of income reported.
If multiple rates of tax are applicable to a
type of income, attach a schedule
showing the gross amounts of income,
applicable rate and amount of liability and
withholding imposed for the respective
amounts at each tax rate (e.g., if a

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corporation receives subsidiary dividends
subject to tax at 5% and portfolio
dividends subject to tax at 15%, a
schedule must be attached for Section I,
line 2, to show the amount of dividend
and tax liability for each respective rate).
Enter on line 11 the total U.S. tax
liability for the reported income.
Enter on line 12 the total U.S. tax
actually withheld from such income.
Check the appropriate box on line 13.
A fiscally transparent entity is one that is
not itself generally subject to income tax
but one whose tax attributes flow through
to its owners.

Additional Documentation
Required
The corporation must attach to Form
1120-F the following:
1. Proof of the withholding (e.g., Form
1042-S),
2. A statement that describes the
basis for the claim for refund,
3. Any required tax certifications (e.g.,
Form W-8BEN), and
4. Any additional documentation to
support the claim.
Refund of backup withholding tax. If
the corporation is claiming a refund of
backup withholding tax based on its
status as a non-U.S. resident, it must:
• Provide a copy of the Form 1099 that
shows the amount of reportable payment
and backup withholding and
• Attach a statement signed under
penalties of perjury that the corporation is
exempt from backup withholding because
it is not a U.S. corporation or other U.S.
resident (e.g., Form W-8BEN).
Refunds of U.S. withholding. If any of
the following apply, attach the information
requested:
• If claiming a refund of U.S. withholding
tax on U.S. source income, provide a
copy of the Form 1042-S that shows the
income and actual amount of U.S. tax
withheld.
• If claiming a refund of U.S. tax withheld
from portfolio interest, include a
description of the relevant debt obligation,
including the name of the issuer, CUSIP
number (if any), interest rate, scheduled
maturity date, and the date the debt was
issued. Also include a statement, signed
under penalties of perjury, that the
corporation is the beneficial owner of the
interest income and not a U.S.
corporation or other U.S. resident (e.g.,
Form W-8BEN).
• If claiming a reduced rate of, or
exemption from, tax based on a tax
treaty, provide a certificate of entitlement
to treaty benefits (e.g., Form W-8BEN). A
separate statement should be provided
that contains any additional
representations necessary to explain the
basis for the claim. The corporation may
complete Item W on page 2 of the form
(which includes completing and attaching
Form 8833, if required) in lieu of attaching
a statement.

Note. To claim a reduced rate of, or
exemption from, tax based on a tax
treaty, the corporation must generally be
a resident of the particular treaty country
within the meaning of the treaty and
satisfy the limitation on benefits article, if
any, in the treaty with that country.
• If claiming a refund for overwithholding
on a distribution from a U.S. corporation
with respect to its stock because the
corporation has insufficient earnings and
profits to support ordinary dividend
treatment, provide a statement that
identifies the distributing corporation and
provides the basis for the claim.
• If claiming a refund for overwithholding
on a distribution from a mutual fund or a
real estate investment trust (REIT) with
respect to its stock because the
distribution was designated as long-term
capital gain or a return of capital, provide
a statement that identifies the mutual fund
or REIT and provide the basis for the
claim.
• If claiming a refund for overwithholding
on a distribution from a U.S. corporation
with respect to its stock because, in the
foreign corporation’s particular
circumstances, the transaction qualifies
as a redemption of stock under section
302, provide a statement that describes
the transaction and presents the facts
necessary to establish that the payment
was (a) a complete redemption, (b) a
disproportionate redemption, or (c) not
essentially equivalent to a dividend.
Use of foreign nominees. If the
corporation received income through a
foreign intermediary or nominee acting on
its behalf (and a Form 1042-S or 1099 is
not received), the corporation may
substitute a statement from the
intermediary or nominee. The statement
should include the following information:
• The gross amount(s) and type(s) of
income subject to withholding,
• The name(s) and address(es) of the
U.S. withholding agent(s),
• The U.S. taxpayer identification number
of the U.S. withholding agent or payor,
and
• The name in which the tax was
withheld, if different from the name of the
beneficial owner claiming the refund.

When To File
Foreign Corporation With An
Office or Place of Business in
the U.S.
A foreign corporation that maintains an
office or place of business in the United
States must generally file Form 1120-F by
the 15th day of the 3rd month after the
end of its tax year.
Extension of time to file. The
corporation must generally file Form
7004, Application for Automatic Extension
of Time To File Certain Business Income
Tax, Information, and Other Returns, by
the 15th day of the 3rd month after the
end of its tax year to request a 6-month
extension. However, there is an exception
that applies under Regulations section

1.6081-5. See the Instructions for Form
7004 for additional information.

Foreign Corporation With No
Office or Place of Business in
the U.S.
A foreign corporation that does not
maintain an office or place of business in
the United States must generally file Form
1120-F by the 15th day of the 6th month
after the end of its tax year.
Extension of time to file. File Form
7004 by the 15th day of the 6th month
after the end of the tax year to request a
6-month extension of time to file. See the
Instructions for Form 7004 for additional
information.

Other Filing Requirements
• A new corporation filing a short-period

return must generally file by the 15th day
of the 3rd month after the short period
ends.
• A corporation that has dissolved must
generally file by the 15th day of the 3rd
month after the date it dissolved.
• If the due date of any filing falls on a
Saturday, Sunday, or legal holiday, the
corporation may file on the next business
day.
• Form 1120-F must be filed on a timely
basis and in a true and accurate manner
in order for a foreign corporation to take
deductions and credits against its
effectively connected income. For these
purposes, Form 1120-F is generally
considered to be timely filed if it is filed no
later than 18 months after the due date of
the current year’s return. An exception
may apply to foreign corporations that
have yet to file Form 1120-F for the
preceding tax year. These filing deadlines
may be waived, in limited situations
based on the facts and circumstances,
where the foreign corporation establishes
to the satisfaction of the Commissioner
that the foreign corporation acted
reasonably and in good faith in failing to
file Form 1120-F. See Regulations
section 1.882-4(a)(3)(ii) for more
information about the waiver.
A foreign corporation is allowed the
following deductions and credits
regardless of whether Form 1120-F is
timely filed.
1. The charitable contributions
deduction (page 3, Section II, line 19).
2. The credit from Form 2439 (page 1,
line 5f).
3. The credit for federal tax on fuels
(page 1, line 5g).
4. U.S. income tax paid or withheld at
source (page 1, line 5i).
See Regulations section 1.882-4 for
details.

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!

Where To File
File Form 1120-F with the Internal
Revenue Service Center, P.O. Box
409101, Ogden, UT 84409.

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

Private Delivery Services

Paid Preparer
Authorization

Corporations may use certain private
delivery services designated by the IRS to
meet the “timely mailing as timely filing”
rule for tax returns. These private delivery
services include only the following.
• DHL Express (DHL): DHL Same Day
Service.

If the corporation wants to allow the IRS
to discuss its 2010 tax return with the paid
preparer who signed it, check the “Yes”
box in the signature area of the return.
This authorization applies only to the
individual whose signature appears in the
“Paid Preparer Use Only” section of the

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Instructions for Form 1120-F

return. It does not apply to the firm, if any,
shown in that section.
If the “Yes” box is checked, the
corporation is authorizing the IRS to call
the paid preparer to answer any
questions that may arise during the
processing of its return. The corporation
is also authorizing the paid preparer to:
• Give the IRS any information that is
missing from the return,
• Call the IRS for information about the
processing of the return or the status of
any related refund or payment(s), and
• Respond to certain IRS notices about
math errors, offsets, and return
preparation.
The corporation is not authorizing the
paid preparer to receive any refund
check, bind the corporation to anything
(including any additional tax liability), or
otherwise represent the corporation
before the IRS.
The authorization will automatically
end no later than the due date (excluding
extensions) for filing the corporation’s
2011 tax return. If the corporation wants
to expand the paid preparer’s
authorization or revoke the authorization
before it ends, see Pub. 947, Practice
Before the IRS and Power of Attorney.

Other Forms, Schedules,
and Statements That May
Be Required
Forms
A foreign corporation may have to file
some of the following forms and
schedules. See the form or schedule for
more information.
For a list of additional forms the
corporation may need to file (most
notably, forms pertaining to the reporting
of various types of income, and any
related withholding, to U.S. persons,
foreign persons, and the IRS), see Pub.
542, Corporations.
Form 5472, Information Return of a 25%
Foreign-Owned U.S. Corporation or a
Foreign Corporation Engaged in a U.S.
Trade or Business. This form is filed by or
for a foreign corporation engaged in a
U.S. trade or business that had certain
reportable transactions with a related
party. See Form 5472 for filing
instructions and information for failure to
file and maintain records.
Form 8275, Disclosure Statement, and
Form 8275-R, Regulation Disclosure
Statement. Use these forms to disclose
items or positions taken on a tax return
that are not otherwise adequately
disclosed on a tax return or that are
contrary to Treasury regulations (to avoid
parts of the accuracy-related penalty or
certain preparer penalties).
Form 8300, Report of Cash Payments
Over $10,000 Received in a Trade or
Business. Use this form to report the
receipt of more than $10,000 in cash or
foreign currency in one transaction or a
series of related transactions.
Instructions for Form 1120-F

Form 8302, Electronic Deposit of Tax
Refund of $1 Million or More. The form
must be filed to request an electronic
deposit of a tax refund of $1 million or
more.
Form 8832, Entity Classification
Election. This form is filed by an eligible
entity to elect how it will be classified for
federal tax purposes. If the corporation
filed Form 8832 to make an initial
classification election to be a corporation
or to change its classification to be a
corporation effective during the current
tax year, the corporation must attach a
copy of the Form 8832 to its Form
1120-F. If the corporation owns a direct or
indirect interest in an entity that is not
required to file a return, but for which a
Form 8832 was filed to make a change in
the classification of the entity that is
effective during the current tax year, the
corporation must attach a copy of the
Form 8832 with respect to that entity to
its Form 1120-F for the current tax year.
Examples of when the corporation must
attach a copy of the Form 8832 for an
entity in which it has an interest include
the corporation’s ownership of:

• An entity that elected to be a

disregarded entity;
• A foreign entity that elected to be a
partnership but does not itself have a
Form 1065 filing requirement; and
• A foreign corporation that owns a
foreign entity that elected to be a
disregarded entity.
The corporation does not need to
attach the Form 8832 for an entity in
which it has an indirect interest if an entity
in which it has an interest is already
attaching a copy of the Form 8832 with its
return. See section 301.7701-3(c)(1)(ii).
Form 8833, Treaty-Based Return
Position Disclosure Under Section 6114
or 7701(b). Use this form to make the
treaty-based return position disclosure
required by section 6114.
Form 8848, Consent To Extend the
Time To Assess the Branch Profits Tax
Under Regulations Sections 1.884-2(a)
and (c). Use this form to execute a waiver
of period of limitations in regard to a
termination or incorporation of a U.S.
trade or business or liquidation or
reorganization of a foreign corporation or
its domestic subsidiary. See instructions
for Section III, Part I, of Form 1120-F.
Form 8886, Reportable Transaction
Disclosure Statement. Use this form to
disclose information for each reportable
transaction in which the corporation
participated. Form 8886 must be filed for
each tax year that the federal income tax
liability of the corporation is affected by its
participation in the transaction. The
following are reportable transactions:
1. Any listed transaction, which is a
transaction that is the same as or
substantially similar to one of the types of
transactions that the IRS has determined
to be a tax avoidance transaction and
identified by notice, regulation, or other

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published guidance as a listed
transaction.
2. Any transaction offered under
conditions of confidentiality for which the
corporation (or a related party) paid an
advisor a fee of at least $250,000.
3. Certain transactions for which the
corporation (or a related party) has
contractual protection against
disallowance of the tax benefits.
4. Certain transactions resulting in a
loss of at least $10 million in any single
year or $20 million in any combination of
years.
5. Any transaction identified by the
IRS by notice, regulation, or other
published guidance as a “transaction of
interest.” See Notice 2009-55, 2009-31
I.R.B. 170.
For more information, see Regulations
section 1.6011-4. Also see the
Instructions for Form 8886.
Penalties. The corporation may have
to pay a penalty if it is required to disclose
a reportable transaction under section
6011 and fails to properly complete and
file Form 8886. Penalties may also apply
under section 6707A if the corporation
fails to file Form 8886 with its corporate
return, fails to provide a copy of Form
8886 to the Office of Tax Shelter Analysis
(OTSA), or files a form that fails to include
all the information required (or includes
incorrect information). Other penalties,
such as an accuracy-related penalty
under section 6662A, may also apply.
See the Instructions for Form 8886 for
details on these and other penalties.
Reportable transactions by material
advisors. Material advisors to any
reportable transaction must disclose
certain information about the reportable
transaction by filing Form 8918, Material
Advisor Disclosure Statement, with the
IRS. For details, see the Instructions for
Form 8918.

Schedules
Schedule H, Deductions Allocated to
Effectively Connected Income Under
Regulations Section 1.861-8. This
schedule is required to be attached to
report certain deductions of the
corporation that are allocable to
effectively connected income. If the
corporation has any deductions
reportable on Form 1120-F, Section II,
lines 12 through 27, then Schedule H is
required to be attached. See the separate
instructions for Schedule H for treatment
of direct and indirectly allocable
deductions in Parts I and II of the
Schedule.
Note. Line 20 of Schedule H is
reportable on Form 1120-F, Section II,
line 26.
Schedule I, Interest Expense
Allocation Under Regulations Section
1.882-5. This schedule is required to be
attached to report any interest expense
allocable to effectively connected income
under Regulations section 1.882-5. The
schedule must be attached whether or not

such allocable interest is deductible
against effectively connected income in
the current year. See the separate
instructions for Schedule I for
identification of elective allocation
methods and computation of the allocable
and deductible amounts of interest
expense.
Note. Line 25 of Schedule I is reportable
on Form 1120-F, Section II, line 18.
Schedule P, List of Foreign Partner
Interests in Partnerships. This
schedule is required to be attached to
report all effectively connected income
included in Schedules K-1 the foreign
corporation receives for each of its
directly held partnership interests.
Schedule P is also required to report the
corporation’s adjusted outside basis in its
directly held partnership interest and the
amount of the outside basis of each such
interest apportioned to effectively
connected income under Regulations
section 1.884-1(d)(3). See the separate
instructions for Schedule P for the
reconciliation of effectively connected
income and distributive share of
expenses reported on Schedules K-1. Do
not file Schedule P if the corporation has
no partnership interests that give rise to
effectively connected income that is
included in the income reported to the
corporation on Schedules K-1.
Note. If the corporation has been
subjected to partnership withholding
under section 1446 and has received
Form 8804, Annual Return for Partnership
Withholding Tax, it will have effectively
connected income includible in its
Schedule K-1 that is required to be
reported on Schedule P.
Schedule S, Exclusion of Income From
the International Operation of Ships or
Aircraft Under Section 883. This
schedule is required to be attached to
claim a Code exemption under section
883. This schedule incorporates the
information required under Regulations
sections 1.883-1 through 1.883-4. See
the separate instructions for Schedule S
for details.
Schedule V, List of Vessels or Aircraft,
Operators, and Owners. This schedule
is required to be attached if the
corporation is required to report gross
transportation income in Section I, line 9,
column (b). See the separate instructions
for Schedule V for details.

Statements
Transfers to a corporation controlled
by the transferor. Every significant
transferor (as defined in Regulations
section 1.351-3(d)) that receives stock of
a corporation in exchange for property in
a nonrecognition event must include the
statement required by Regulations
section 1.351-3(a) on or with the
transferor’s tax return for the tax year of
the exchange. The transferee corporation
must include the statement required by
Regulations section 1.351-3(b) on or with
its return for the tax year of the exchange,

unless all the required information is
included in any statement(s) provided by
a significant transferor that is attached to
the same return for the same section 351
exchange. If the transferor or transferee
corporation is a controlled foreign
corporation, each U.S. shareholder
(within the meaning of section 951(b))
must include the required statement on or
with its return.
Distributions under section 355. Every
corporation that makes a distribution of
stock or securities of a controlled
corporation, as described in section 355
(or so much of section 356 as relates to
section 355), must include the statement
required by Regulations section 1.355-5
on or with its return for the year of the
distribution. If the distributing corporation
is a controlled foreign corporation, each
U.S. shareholder (within the meaning of
section 951(b)), must include the
statement on or with its return.
Election to reduce basis under section
362(e)(2)(C). The transferor may make
an election under section 362(e)(2)(C) to
limit the transferor’s basis in the stock
received instead of the transferor’s basis
in the transferred property. The transferor
can make the election by including the
certification provided in Notice 2005-70,
2005-2 C.B. 694, on or with its tax return
filed by the due date (including
extensions) for the tax year in which the
transaction occurred. If the transferor is a
controlled foreign corporation, its
controlling U.S. shareholder(s) may make
the election. The common parent of a
consolidated group may make the
election for the group.
If the election is made as described
above, no election needs to be made by
the transferee (or any controlling U.S.
shareholder thereof).
Once made, the election is irrevocable.
See section 362(e)(2)(C) and Notice
2005-70.
Annual information statement for
elections under section 108(i). If the
corporation made an election under
section 108(i) to defer income from
cancellation of debt (COD) for applicable
debt instruments, the corporation must
attach a statement to its return beginning
with the tax year following the tax year for
which the corporation made the election,
and ending the first tax year all income
deferred has been included in income.
The statement must be labeled “Section
108(i) Information Statement” and must
clearly identify, for each applicable debt
instrument to which an election under
section 108(i) applies, the following.
1. Any deferred COD income that is
included in income in the current tax year.
2. Any deferred COD income that has
been accelerated because of an event
described in section 108(i)(5)(D) and
must be included in income in the current
tax year. Include a description and the
date of the acceleration event.

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3. Any deferred COD income that has
not been included in income in the current
or prior tax years.
4. Any deferred original issue discount
(OID) deduction allowed as a deduction in
the current tax year.
5. Any deferred OID deduction that is
allowed as a deduction in the current tax
year because of an accelerated event
described in section 108(i)(5)(D).
6. Any deferred OID deduction that
has not been deducted in the current or
prior tax years.
In addition, include a copy of the
election statement filed to make the
election to defer cancellation of debt. For
more information on making the election,
see the instructions for line 10. For more
information regarding the annual
information statement, see Rev. Proc.
2009-37, 2009-36 I.R.B. 309.
Foreign corporation with no gross
income. If the foreign corporation has no
gross income for the tax year, do not
complete the Form 1120-F schedules.
Instead, attach a statement to the return
showing the types and amounts of
income excluded from gross income. See
Treaty or Code exemption on page 2 for
more information.
Election to use an annual published
30-day LIBOR rate to calculate excess
interest under the adjusted U.S.
booked liabilities method under
Regulations section 1.882-5. Foreign
banks that use the adjusted U.S. booked
liabilities method to allocate interest
expense under Regulations section
1.882-5(d) may elect to calculate excess
interest by attaching a statement to a
timely filed return (including the extension
due date) that indicates the 30-day
LIBOR rate used and identifies the
publisher of the rate used (e.g.,
International Monetary Fund statistics).
Election to reduce liabilities under
Regulations section 1.884-1(e)(3). If a
taxpayer has a dividend equivalent
amount that is subject to the branch
profits tax under section 884(a), it may
elect to reduce its U.S. liabilities under the
branch profits tax regulations to treat its
effectively connected earnings and profits
as reinvested rather than remitted. The
election is made by attaching a statement
to a timely filed tax return (including the
extension due date) indicating the amount
of U.S. liabilities reduced for branch
profits tax purposes and the
corresponding amount also reduced from
U.S.-connected liabilities for interest
expense allocation purposes. See
Regulations section 1.884-1(e)(3).

Assembling the Return
To ensure that the corporation’s tax return
is correctly processed, attach all
schedules and other forms after page 6 of
Form 1120-F, in the following order:
1. Schedule O (Form 1120).
2. Form 4626.
3. Form 8302.
4. Form 4136.
Instructions for Form 1120-F

5. Form 8941.
6. Additional schedules in alphabetical
order.
7. Additional forms in numerical order.
Complete every applicable entry space
on Form 1120-F. Do not enter “See
Attached” or “Available Upon Request”
instead of completing the entry spaces. If
more space is needed on the forms or
schedules, attach separate sheets using
the same size and format as the printed
forms. If there are supporting statements
and attachments, arrange them in the
same order as the schedules or forms
they support and attach them last. Show
the totals on the printed forms. Enter the
corporation’s name and EIN on each
supporting statement or attachment.

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

• A corporation (other than a qualified

personal service corporation) must use
the accrual method of accounting if its
average annual gross receipts exceed $5
million. However, see Nonaccrual
experience method on page 15.
• Unless it is a qualifying taxpayer or a
qualifying small business taxpayer, a
corporation must use the accrual method
for sales and purchases of inventory
items. See the instructions for Schedule A
on page 22.
• A corporation engaged in farming must
use the accrual method. For exceptions,
see section 447.
• Special rules apply to long-term
contracts. See section 460.
• Dealers in securities must use the
mark-to-market accounting method.
Dealers in commodities and traders in
securities and commodities may elect to
use the mark-to-market accounting
method. See section 475.
Change in accounting method.
Generally, the corporation must get IRS
consent to change the method of
accounting used to report taxable income
(for income as a whole or for the
treatment of any material item). To do so,
the corporation generally must file Form
3115, Application for Change in
Accounting Method. See Form 3115, the
Instructions for Form 3115, and Pub. 538,
Accounting Periods and Methods, for
more information.
There are some instances when the
corporation can obtain automatic consent
from the IRS to change to certain
accounting methods. See Rev. Proc.
2008-52, 2008-36 I.R.B. 587, as
amplified, clarified and modified by Rev.
Proc. 2009-39, 2009-38 I.R.B. 371. Also
see the Instructions for Form 3115.
Instructions for Form 1120-F

Note. If the corporation is filing an
application for a change in accounting
method filed on or after January 10, 2011
for a year of change ending on or after
April 30, 2010, see Rev. Proc. 2011-14,
2011-4 I.R.B. 330.

Accounting Period
A corporation must figure its taxable
income on the basis of a tax year. A tax
year is the annual accounting period a
corporation uses to keep its records and
report its income and expenses.
Generally, corporations may use a
calendar year or a fiscal year. Personal
service corporations, however, must
generally use a calendar year unless they
meet one of the exceptions discussed
under Accounting period on page 12.
Furthermore, special rules apply to
specified foreign corporations. See
Specified Foreign Corporations below.
Change of tax year. Generally, a
corporation, including a personal service
corporation, must get the consent of the
IRS before changing its tax year by filing
Form 1128, Application To Adopt,
Change, or Retain a Tax Year. However,
under certain conditions, a corporation
may change its tax year without getting
consent.
See the Instructions for Form 1128
and Pub. 538 for more information on
accounting periods and tax years.

Specified Foreign Corporations
The annual accounting period of a
specified foreign corporation (defined
below) is generally required to be the tax
year of its 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.
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.
Specified foreign corporation. A
specified foreign corporation is any
foreign corporation that is treated as a
controlled foreign corporation (CFC)
under subpart F (sections 951 through
964) and with respect to 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.

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

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

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

Payment of Tax Due
The requirements for payment of tax
depend on whether the foreign
corporation has an office or place of
business in the United States.
Foreign corporations that do not
maintain an office or place of business in
the United States must pay any tax due
(page 1, line 7) in full no later than the
15th day of the 6th month after the end of
the tax year. If the foreign corporation
files Form 1120-F electronically, it may
pay the tax due by initiating an electronic
funds withdrawal (direct debit). It does so
by checking the box on line 6c of Form
8453-I, Foreign Corporation Income Tax
Declaration for an IRS e-file Return. If the
foreign corporation does not file Form
1120-F electronically, or if it files Form
1120-F electronically and does not
choose the direct debit option, the foreign
corporation may use the Electronic
Federal Tax Payment System (EFTPS) to
pay the tax due if it has a U.S. bank
account. If the foreign corporation does
not have a U.S. bank account, it may
arrange for its financial institution to
initiate a same-day wire payment on its
behalf or it can arrange for either a
qualified intermediary, tax professional,
payroll service, or other trusted third party
to make a deposit on its behalf using a
master account. In addition, the foreign
corporation still has the option to pay by
check or money order, payable to the
United States Treasury. To help ensure
proper crediting, write the corporation’s
employer identification number (EIN),
“Form 1120-F,” and the tax period to
which the payment applies on the check
or money order. Enclose the payment
when the corporation files Form 1120-F.
Foreign corporations that do maintain
an office or place of business in the
United States must generally pay any tax
due (page 1, line 7) in full no later than
the 15th day of the 3rd month after the
end of the tax year. However, see
Regulations section 1.6081-5 for an
exception. If the foreign corporation files
Form 1120-F electronically, it may pay the
tax due by initiating an electronic funds
withdrawal (direct debit). It does so by

checking the box on Form 8453-I, line 6c.
If the foreign corporation does not file
Form 1120-F electronically, or if it files
Form 1120-F electronically and does not
choose the direct debit option, the tax
may be paid as follows. The foreign
corporation may pay the tax using EFTPS
or it can arrange for its tax professional,
financial institution, payroll service, or
other trusted third party to make deposits
on its behalf. In addition, the foreign
corporation also has the option to arrange
for its financial institution to initiate a
same-day wire payment.
Electronic deposit requirement. Forms
8109 and 8109-B, Federal Tax Coupon,
may no longer be used after December
31, 2010. As a result, beginning January
1, 2011, foreign corporations with an
office or place of business in the United
States must use electronic funds transfers
to make all federal tax deposits.
Generally, electronic funds transfers are
made using the EFTPS. However, if the
corporation does not want to use EFTPS,
it can arrange for its tax professional,
financial institution, payroll service, or
other trusted third party to make deposits
on its behalf. Also, it may arrange for its
financial institution to initiate a same-day
tax wire payment (discussed below) on its
behalf. EFTPS is a free service provided
by the Department of the Treasury.
Services provided by a tax professional,
financial institution, payroll service, or
other third party may have a fee.

• The installments are due by the 15th

To get more information about EFTPS
or to enroll in EFTPS, visit www.eftps.gov,
or call 1-800-555-4477. Additional
information about EFTPS is also available
in Pub. 966, The Secure Way to Pay Your
Federal Taxes.
Depositing on time. For deposits made
by EFTPS to be on time, the corporation
must initiate the deposit by 8 p.m. Eastern
time the day before the date the deposit is
due. If the corporation uses a third party
to make deposits on its behalf, they may
have different cutoff times.
Same-day wire payment option. If the
corporation fails to initiate a deposit
transaction on EFTPS by 8 p.m. Eastern
time the day before the date a deposit is
due, it can still make the deposit on time
by using the Federal Tax Application
(FTA). Before using the same-day wire
payment option, the corporation will need
to make arrangements with its financial
institution ahead of time. Please check
with the financial institution regarding
availability, deadlines, and costs. To learn
more about making a same-day wire
payment and download the Same-Day
Payment Worksheet, visit www.eftps.gov.

See the instructions for lines 5b and
5c.

Estimated Tax Payments
Generally, the following rules apply to a
foreign corporation’s payments of
estimated tax.
• The corporation must make installment
payments of estimated tax if it expects its
total tax for the year (less applicable
credits) to be $500 or more.

day of the 4th, 6th, 9th, and 12th months
of the tax year. If any date falls on a
Saturday, Sunday, or legal holiday, the
installment is due on the next regular
business day.
• Use Form 1120-W, Estimated Tax for
Corporations, as a worksheet to compute
estimated tax.
• If the foreign corporation maintains an
office or place of business in the United
States, it must use electronic funds
transfers to make installment payments of
estimated tax.
• If the foreign corporation does not
maintain an office or place of business in
the United States, it may pay the
estimated tax by EFTPS providing it has a
U.S. bank account. The foreign
corporation may also arrange for its
financial institution to initiate a same-day
wire payment on its behalf or can arrange
for its qualified intermediary, tax
professional, payroll service, or other
trusted third party to make a deposit on its
behalf using a master account. In
addition, the foreign corporation still has
the option to pay the estimated tax due by
check or money order. See Form
1120-W, Estimated Tax for Corporations,
for additional payment information.
• If the corporation overpaid estimated
tax, it may be able to get a quick refund
by filing Form 4466, Corporation
Application for Quick Refund of
Overpayment of Estimated Tax.

Estimated tax penalty. A corporation
that does not make estimated tax
payments when due may be subject to an
underpayment penalty for the period of
underpayment. Generally, a corporation is
subject to the penalty if its tax liability is
$500 or more and it did not timely pay the
smaller of:
• Its tax liability for 2010 or
• Its prior year’s tax.
See section 6655 for details and
exceptions, including special rules for
large corporations. Also, no estimated tax
payments are required with respect to a
foreign corporation’s liability for the
branch profits tax. See Regulations
section 1.884-1(a).
Use Form 2220, Underpayment of
Estimated Tax by Corporations, to see if
the corporation owes a penalty and to
figure the amount of the penalty.
Generally, the corporation does not have
to file this form because the IRS can
figure the amount of any penalty and bill
the corporation for it. However, even if the
corporation does not owe the penalty,
complete and attach Form 2220 if:
• The annualized income or adjusted
seasonal installment method is used or
• The corporation is a large corporation
computing its first required installment
based on the prior year’s tax. See the
Instructions for Form 2220 for the
definition of a large corporation. Also, see
the instructions for line 6.

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Interest and Penalties
Interest. Interest is charged on taxes
paid late even if an extension of time to
file is granted. Interest is also charged on
penalties imposed for failure to file,
negligence, fraud, substantial valuation
misstatements, substantial
understatements of tax, and reportable
transaction understatements from the due
date (including extensions) to the date of
payment. The interest charge is figured at
a rate determined under section 6621.
Penalty for late filing of return. A
corporation that does not file its tax return
by the due date, including extensions,
may be penalized 5% of the unpaid tax
for each month or part of a month the
return is late, up to a maximum of 25% of
the unpaid tax. The minimum penalty for
a return that is over 60 days late is the
smaller of the tax due or $135. The
penalty will not be imposed if the
corporation can show that the failure to
file on time was due to reasonable cause.
Corporations that file late should attach a
statement explaining the reasonable
cause.
Penalty for late payment of tax. A
corporation that does not pay the tax
when due generally may be penalized 1/2
of 1% of the unpaid tax for each month or
part of a month the tax is not paid, up to a
maximum of 25% of the unpaid tax. The
penalty will not be imposed if the
corporation can show that the failure to
pay on time was due to reasonable
cause.
Trust fund recovery penalty. This
penalty may apply if certain excise,
income, social security, and Medicare
taxes that must be collected or withheld
are not collected or withheld, or these
taxes are not paid. These taxes are
generally reported on:
• Form 720, Quarterly Federal Excise
Tax Return;
• Form 941, Employer’s QUARTERLY
Federal Tax Return;
• Form 943, Employer’s Annual Federal
Tax Return for Agricultural Employees;
• Form 944, Employer’s ANNUAL
Federal Tax Return; or
• Form 945, Annual Return of Withheld
Federal Income Tax.
The trust fund recovery penalty may
be imposed on all persons who are
determined by the IRS to have been
responsible for collecting, accounting for,
and paying over these taxes, and who
acted willfully in not doing so. The penalty
is equal to the full amount of the unpaid
trust fund tax. See the Instructions for
Form 720, Pub. 15 (Circular E), or Pub.
51 (Circular A), Agricultural Employer’s
Tax Guide, for details, including the
definition of responsible persons.
Other penalties. Other penalties may be
imposed for negligence, substantial
understatement of tax, reportable
transaction understatements, and fraud.
See sections 6662, 6662A, and 6663.
Instructions for Form 1120-F

Special Rules for Foreign
Corporations
Source of Income Rules
The source of income is important in
determining the extent to which income is
taxable to foreign corporations. Each type
of income has its own sourcing rules.

Interest Income
The source of interest income is usually
determined by the residence of the
obligor.
For example, interest paid by an
obligor who is a resident of the United
States is U.S. source income, and interest
paid by an obligor who is a resident of a
country other than the United States is
foreign source income. Interest paid by a
foreign partnership that is predominantly
engaged in the active conduct of a trade
or business outside the United States is
treated as U.S.-source income only if the
interest is paid by a U.S. trade or
business conducted by the partnership or
is allocable to income that is treated as
effectively connected with the conduct of
a U.S. trade or business. See section
861(a)(1)(C).
Exceptions. The following types of
interest income are treated as foreign
source income:
• Interest income received from foreign
branches of U.S. banks and savings and
loan associations and
• Interest income received from a U.S.
corporation or a resident alien individual,
if 80% or more of the U.S. corporation’s
(or resident alien individual’s) gross
income is active foreign business income
during the testing period.
Active foreign business income is
income from sources outside the United
States attributable to the active conduct of
a trade or business in a foreign country or
U.S. possession.
The testing period is generally the 3
tax years of the U.S. corporation or
resident alien individual preceding the tax
year during which the interest is paid. If
the payer existed for fewer than 3 years
before the tax year of the payment, the
testing period is the term of the payer’s
existence before the current year. If the
payment is made during the payer’s first
tax year, that year is the testing period. If
the foreign corporation is a related person
to a U.S. corporation or resident alien
individual that meets the 80% rule
described above, the foreign corporation
will have foreign source income only
when the income of the payer was from
foreign sources. See section 861(c)(2) for
more information.
• In the case of a foreign partnership that
is predominantly engaged in the active
conduct of a trade or business outside the
United States, any interest not paid by a
trade or business engaged in by the
partnership in the United States and not
allocable to income that is effectively
connected (or treated as effectively
Instructions for Form 1120-F

connected) with the conduct of a U.S.
trade or business.
The following types of interest income
are treated as domestic source income
even though paid by a foreign
corporation.
• For a foreign corporation engaged in a
U.S. trade or business, interest paid by
the U.S. trade or business (branch
interest) is treated as if paid by a
domestic corporation to the actual
recipient of the interest. See section
884(f)(1)(A) and regulations thereunder.
Interest paid from a U.S. trade or
business is only treated as branch
interest to the extent the interest is
allocable to effectively connected income
under the interest expense allocation
rules in Regulations section 1.882-5.
Amounts paid but not allocable to
effectively connected income are not
branch interest. See Regulations section
1.884-4(b)(6).
• If the foreign corporation has allocable
interest in excess of branch interest
(excess interest), the foreign corporation
must treat that interest as if paid by a
wholly owned domestic corporation to the
foreign corporation. See section
884(f)(1)(B) and the instructions for
Section III, Part II on page 27.

Dividend Income
The source of dividend income is usually
determined by the residence of the payer.
For example, dividends paid by a
corporation that was incorporated in the
United States are generally U.S. source
income and dividends paid by a
corporation that was incorporated in a
foreign country are generally foreign
source income.
Exceptions:
• Dividends paid by a U.S. corporation
are foreign source income:
1. If the U.S. corporation has made a
valid election under section 936 (or
section 30A), relating to certain U.S.
corporations operating in a U.S.
possession or
2. To the extent the dividends are
from qualified export receipts described in
section 993(a)(1) (other than interest and
gains described in section 995(b)(1)).
• Dividends paid by a foreign corporation
are U.S. source income:
1. If the dividend is treated under
section 243(e) as a distribution from the
accumulated profits of a predecessor U.S.
corporation or
2. To the extent the foreign
corporation’s effectively connected gross
income for the testing period (defined
below) bears to all of the foreign
corporation’s gross income for the testing
period, but only if 25% or more of the
foreign corporation’s gross income during
the testing period was effectively
connected with the conduct of a U.S.
trade or business.
The testing period is generally the 3
tax years of the foreign corporation payer
preceding the tax year during which it
declared the dividend. If the foreign

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corporation existed for fewer than 3 years
before the tax year of declaration, the
testing period is the term of the foreign
corporation’s existence before the current
year. If the foreign corporation declared
the dividend in its first tax year, that year
is the testing period. Regardless of
source, however, there is no tax imposed
on any dividends paid by a foreign
corporation out of earnings and profits for
a tax year in which the foreign corporation
was subject to the branch profits tax
(determined after application of any
income tax treaty). See Regulations
section 1.1441-1(b)(4)(vii).

Rent and Royalty Income
The source of rent and royalty income for
the use of property is determined based
on where the property is located.

Income From the Sale or Exchange
of Real Estate
Gain from the disposition of a U.S. real
property interest (a USRPI) is U.S.
source. A USRPI includes, but is not
limited to, real property situated in the
United States, an interest in real property
other than solely as a creditor (such as a
contingent interest in real property), and
an interest in a United States real
property holding corporation (USRPHC).
See section 897 and the regulations
thereunder.

Income From the Sale or Exchange
of Personal Property
Income from the sale of personal property
by a foreign corporation is generally
treated as foreign source under section
865(a). However, special rules may apply
to source such income as follows:
• Income from the purchase and sale of
inventory property is generally sourced
under section 861(a)(6) as U.S. source if
the property is purchased without the
United States and sold within the United
States and under section 862(a)(6) as
foreign source if the property is
purchased within the United States and
sold without the United States. See also
U.S. source treatment of inventory sales
attributable to a U.S. office or fixed place
of business under section 865(e)(2).
• Income from the production and sale of
inventory property is generally sourced as
mixed U.S. and foreign source under
section 863(b)(2).
• Income from the sale of depreciable
property is generally sourced as mixed
U.S. and foreign source under section
865(c).
• Income from the sale of certain
intangibles is generally subject to the
source rules applicable to royalties, found
in section 861(a)(4). See section 865(d).
Foreign corporations with an office or
fixed place of business in the United
States. Income from the sale of personal
property attributable to an office or fixed
place of business is U.S. source income
regardless of any of the above rules
relating to the source of income from the
sale or exchange of personal property,
except that this source rule is not

applicable for purposes of defining an
export trade corporation (see sections
865(e)(2)(A) and 971).

Specific Instructions

Exception. Income from the sale of
inventory property is foreign source
income if the goods were sold for use,
disposition, or consumption outside the
United States and a foreign office of the
corporation materially participated in the
sale.

File the 2010 return for calendar year
2010 and fiscal years that begin in 2010
and end in 2011. For a fiscal or short tax
year return, fill in the tax year space at the
top of the form.
The 2010 Form 1120-F may also be
used if:
• The corporation has a tax year of less
than 12 months that begins and ends in
2011 and
• The 2011 Form 1120-F is not available
at the time the corporation is required to
file its return.
The corporation must show its 2011
tax year on the 2010 Form 1120-F and
take into account any tax law changes
that are effective for tax years beginning
after December 31, 2010.

Income on Guarantees
With respect to guarantees issued after
September 27, 2010:
• The following income is U.S. source:
Amounts received directly or indirectly
from (1) a noncorporate resident or
domestic corporation for the provision of a
guarantee of any indebtedness of such
resident or corporation or (2) any foreign
person for the provision of a guarantee of
any indebtedness of such person, if such
amount is connected with income which is
effectively connected (or treated as
effectively connected) with the conduct of
a trade or business in the United States.
See section 861(a)(9).
• The following income is foreign source:
Amounts received, directly or indirectly,
from a foreign person for the provision of
a guarantee of indebtedness of such
person other than amounts which are
derived from sources within the United
States as provided in section 861(a)(9).
See section 862(a)(9).

Other Special Rules
Basis of Property and Inventory
Costs for Property Imported by a
Related Person
If property is imported into the United
States by a related person in a
transaction and the property has a
customs value, the basis or inventory cost
to the importer may not exceed the
customs value. See section 1059A.

Income of Foreign Governments
and International Organizations
Income of foreign governments and
international organizations from the
following sources is generally not subject
to tax or withholding:
• Investments in the United States in
stocks, bonds, or other domestic
securities owned by such foreign
government or international organization;
• Interest on deposits in banks in the
United States of money belonging to such
foreign government or international
organization; and
• Investments in the United States in
financial instruments held (by a foreign
government) in executing governmental
financial or monetary policy.
Exception. The income described in
section 892(a)(2) that is received directly
or indirectly from commercial activities is
subject to both tax and withholding.

Period Covered

Address
Include the room, suite, or other unit
number after the street address. If the
post office does not deliver mail to the
street address and the corporation has a
P.O. box, show the box number instead.
If the corporation receives its mail in
care of a third party (such as an
accountant or an attorney), enter on the
street address line “C/O” followed by the
third party’s name and street address or
P.O. box.
If a foreign address, enter the
information in the following order: city,
province or state, and country. Follow the
country’s practice for entering the postal
code. Do not abbreviate the country’s
name.

Employer Identification
Number (EIN)
Enter the corporation’s EIN. If the
corporation does not have an EIN, it must
apply for one. An EIN may be applied for:
• Online – Click on the EIN link at www.
irs.gov/businesses/small. The EIN is
issued immediately once the application
information is validated.
• By telephone at 1-800-829-4933 from
7:00 a.m. to 10:00 p.m. in the
corporation’s local time zone.
• By faxing or mailing Form SS-4,
Application for Employer Identification
Number.
Note. Only corporations located in the
United States or U.S. possessions can
use the online application. Foreign
corporations must use one of the other
methods to apply.
EIN applied for, but not received. If the
corporation has not received its EIN by
the time the return is due, enter “Applied
For” and the date the corporation applied
in the space for the EIN. However, if the
corporation is filing its return
electronically, an EIN is required at the
time the return is filed.
For more information, see the
Instructions for Form SS-4.

-10-

Initial Return, Name or
Address Change, Final
Return, First Post-Merger
Return, Amended Return,
Schedule M-3 attached,
Protective Return
Check all of the applicable box(es).
Address change. If the corporation has
changed its address since it last filed
Form 1120-F (including a change to an “in
care of” address), check the box for
“Name or address change.”
Note. If a change in address occurs after
the return is filed, use Form 8822,
Change of Address, to notify the IRS of
the new address.
First Post-Merger Return. Check the
“First post-merger return” box if, due to a
corporate merger, the foreign corporation
has acquired a new employer
identification number. Check the “First
post-merger return” box if the foreign
corporation has merged with a foreign or
domestic corporation with United States
operations. Do not check the “First
post-merger return” box if the foreign
corporation has merged with another
foreign corporation and the merger has
no effect on the filer’s United States
operations.
Schedule M-3 attached. A corporation
with total assets reportable on Form
1120-F, Schedule L of $10 million or more
on the last day of the tax year must
complete Schedule M-3 (Form 1120-F),
Net Income (Loss) Reconcilation for
Foreign Corporations With Reportable
Assets of 10 Million or More, instead of
Schedule M-1. A corporation filing Form
1120-F that is not required to file
Schedule M-3 may voluntarily file
Schedule M-3 instead of Schedule M-1.
If you are filing Schedule M-3, check
the “Schedule M-3 attached” box at the
top of page 1 of Form 1120-F. See the
Instructions for Schedule M-3 for more
details.
Protective return. Check the
‘‘Protective return’’ box if the foreign
corporation is filing a protective return.
See Protective return on page 2 for
information concerning who should file a
protective return.
If the corporation is filing a protective
return, complete Form 1120-F as follows:
Page 1. Enter the complete name,
address, and employer identification
number of the corporation. Check the
“Protective return” box. Provide all the
information required in items A through M.
Note. If the corporation is filing Form
1120-F to claim a refund for
overwithholding reported in Section I on
page 2, the return may also assert
protective return status for the right to
claim deductions and credits attributable
to effectively connected income by also
checking the “Protective return” box at the
top of page 1.
Instructions for Form 1120-F

Refund amount. Enter on lines 1
and 4, page 1, the amount from line 11,
page 2. Enter on lines 5i and 5j the
amount from line 12, page 2. Enter the
excess of line 5j over line 4 on lines 8a
and 9. This is the amount to be refunded
to you.
Signature. An authorized officer of
the corporation must sign and date the
return. If the protective return is being
filed pursuant to an income tax treaty
exemption, attach a completed Form
8833 to the return.
Page 2. Complete all applicable
portions of page 2. At the top of the page,
provide all the information required in
items N, O, Q, T, V, W, X, Y, AA, and any
other applicable questions. With respect
to item Y, it is not necessary for the
corporation to file Schedule P, even if the
answer to item Y(1) is Yes. However, see
the Note below. At the bottom of page 2,
complete all applicable portions of
Section I, Income From U.S. Sources Not
Effectively Connected With the Conduct
of a Trade or Business in the United
States.
Note. A corporation that files a protective
tax return may voluntarily file Schedules I
and P to preserve certain timely elections.

Information Requested at
Top of Page 1 of Form
Complete items A though M.
Item A. Enter the foreign corporation’s
country of incorporation or organization. If
the corporation is incorporated or
organized in more than one country, list
all countries.
Item B. Enter the foreign country or
countries under whose laws the income
reported on Form 1120-F is also subject
to tax. This may include the country
where the corporation is managed and
controlled, as well as the country or
countries in which the corporation is
incorporated or organized.
Item F. See the list of Principal Business
Activity Codes beginning on page 31.
Using the list of codes and activities,
determine from which activity the
corporation derives the highest
percentage of its total receipts. Enter on
lines F(1), F(2), and F(3) the principal
business activity code number, the
corporation’s business activity, and a
description of the principal product or
service of the corporation.
Item K(1). If the foreign corporation was
not engaged in a U.S. trade or business
at any time during the tax year, or was
engaged in a U.S. trade or business but
did not derive any gross income
effectively connected to such trade or
business, answer “No” to item K(1).
If the foreign corporation had gross
income effectively connected with or
treated as effectively connected with the
conduct of a trade or business in the
United States, answer “Yes” to item K(1).
Item L. Skip item L (leave blank), if the
foreign corporation is not a resident of a
Instructions for Form 1120-F

country that has an income tax treaty with
the United States. If the foreign
corporation is a resident of a country that
has an income tax treaty with the United
States, answer “Yes” if the corporation
had a permanent establishment in the
United States at any time during the tax
year or in any prior tax year to which
income was attributable, and enter the
name of the country of residence of the
foreign corporation. If the foreign
corporation is a resident of a country that
has an income tax treaty with the United
States, but does not have a permanent
establishment in the United States,
answer “No” to item L. If the answer to
item L is “No” and the answer to item K(1)
is “Yes,” complete item W on page 2 of
the form and attach a completed Form
8833 to the return, including a statement
indicating the nature and amount (or
reasonable estimate thereof) of gross
receipts of the foreign corporation exempt
by reason of not having a permanent
establishment in the United States.
Item M. See Form 5472 on page 5.

Computation of Tax Due or
Overpayment
Line 5b. Estimated Tax
Payments
Enter any estimated tax payments the
corporation made for the tax year.
Beneficiaries of trusts. If the
corporation is the beneficiary of a trust,
and the trust makes a section 643(g)
election to credit its estimated tax
payments to its beneficiaries, include the
corporation’s share of the payment in the
total for line 5b. Enter “T” and the amount
on the dotted line next to the entry space.

Line 5c. Overpaid Estimated
Tax
If the corporation overpaid estimated tax,
it may be able to get a quick refund by
filing Form 4466, Corporation Application
for Quick Refund of Overpayment of
Estimated Tax. The overpayment must be
at least 10% of the corporation’s expected
income tax liability and at least $500. File
Form 4466 after the end of the
corporation’s tax year, and no later than
the 15th day of the third month after the
end of the tax year. Form 4466 must be
filed before the corporation files its tax
return.

Line 5f. Credit for Tax Paid on
Undistributed Capital Gains
Enter any credit from Form 2439, Notice
to Shareholder of Undistributed
Long-Term Capital Gains, for the
corporation’s share of the tax paid by a
regulated investment company or a real
estate investment trust on undistributed
long-term capital gains included in the
corporation’s income. Attach Form 2439
to Form 1120-F.

-11-

Line 5g. Credit for Federal Tax
on Fuels
Enter the total income tax credit claimed
on Form 4136, Credit for Federal Tax
Paid on Fuels. Attach Form 4136 to Form
1120-F.
Credit for tax on ozone-depleting
chemicals. Include on line 5g any credit
the corporation is claiming under section
4682(g)(2) for tax on ozone-depleting
chemicals. Enter “ODC” on the dotted line
to the left of the entry space.

Line 5h. Refundable Credits
from Forms 3800 and 8827
If the corporation elected to claim certain
unused research or minimum tax credits
instead of claiming any additional
first-year special depreciation allowance
for eligible property, see the instructions
for Forms 3800 and 8827. Enter on line
5h the amounts from line 19c of Form
3800 and line 8c of Form 8827, if
applicable.

Line 5j. Total Payments
Backup withholding. If the corporation
had income tax withheld from any
payments it received due to backup
withholding, include the amount withheld
in the total for line 5j. Do not include
these amounts on line 5i. (Include on line
5i only amounts withheld under Chapter 3
of the Code.) Enter the amount withheld
and the words “Backup Withholding” in
the blank space in the right-hand column
between lines 4 and 5j.

Line 6. Estimated Tax Penalty
If Form 2220 is attached, check the box
on line 6 of Form 1120-F and enter any
penalty on this line. See Estimated Tax
Penalty on page 8.

Line 8b
Enter on line 8b the amount of
overpayment on line 8a resulting from tax
deducted and withheld under Chapter 3.
This amount is computed by completing
the following worksheet, which must be
attached as a schedule to Form 1120-F.

Worksheet for line 8b
1. Total Chapter 3 payments.
Enter the amount from Form
1120-F, page 1, line 5i. . . . . . .

1.

2. Enter the tax amount from Form
1120-F, page 1, line 1. . . . . . . 2.
3. Enter the portion of the tax
amount shown on Form 1120-F,
page 1, line 2 pertaining to
income associated with amounts
deducted and withheld under
sections 1445 and 1446 (see
general guidelines provided
below). . . . . . . . . . . . . . . . . . 3.
4. Total Chapter 3 tax. Combine
lines 2 and 3. . . . . . . . . . . . .

4.

5. Tentative overpayment
resulting from tax deducted
and withheld under Chapter 3.
Subtract line 4 from line 1. . . . . 5.

6. Enter the amount from Form
1120-F, page 1, line 8a. . . . . .
7. Overpayment resulting from
tax deducted and withheld
under Chapter 3. Enter the
smaller of line 5 or line 6. Enter
the result here and on Form
1120-F, page 1, line 8b. . . . . .

6.

7.

General guidelines for
computing the amount to be
entered on line 3 of worksheet
above. The amount to be
entered on line 3 may be
computed as follows:
a. Tax on ECI per the tax return.
Enter the amount from Form
1120-F, page 1, line 2. . . . . . .

a.

b. Refigure the taxable income on
Form 1120-F, Section II, line 31,
by excluding from Section II, line
8 any amount from the
disposition of a U.S. real property
interest necessary to properly
compute the overpayment
described in section 6611(e)(4),
and by excluding from Section II,
line 10 any partnership ECTI
allocable to the corporation
under the rules of Regulations
section 1.1446-2 necessary to
properly reflect the overpayment
described in section 6611(e)(4)
(attach explanation of amounts
excluded). . . . . . . . . . . . . . . b.
c. Refigured tax on ECI. Using the
refigured taxable income from
line b, refigure the tax for
Schedule II of Form 1120-F on
Schedule J and enter the
refigured tax from Schedule J,
line 9 here. . . . . . . . . . . . . . . c.
d. Subtract line c from line a. Enter
the result here and on line 3
above. . . . . . . . . . . . . . . . . . d.

Line 9

the tax year is the performance of
personal services. The services must be
substantially performed by
employee-owners.
Testing period. Generally, the testing
period for a tax year is the prior tax year.
The testing period for a new corporation
starts with the first day of its first tax year
and ends on the earlier of:
• The last day of its first tax year or
• The last day of the calendar year in
which the first tax year began.
Principal activity. The principal activity
of a corporation is considered to be the
performance of personal services if,
during the testing period, the
corporation’s compensation costs for the
performance of personal services
(defined below) are more than 50% of its
total compensation costs.
Performance of personal services.
The term “performance of personal
services” includes any activity involving
the performance of personal services in
the field of: health, law, engineering,
architecture, accounting, actuarial
science, performing arts, or consulting (as
defined in Temporary Regulations section
1.448-1T(e)).
Accounting period. A personal service
corporation must use a calendar tax year
unless:
• It elects to use a 52-53-week tax year
that ends with reference to the calendar
year or tax year elected under section
444;
• It can establish a business purpose for
a different tax year and obtains the
approval of the IRS (see the Instructions
for Form 1128 and Pub. 538); or
• It elects under section 444 to have a
tax year other than a calendar year. To
make the election, use Form 8716,
Election To Have a Tax Year Other Than
a Required Tax Year.

Enter the portion of line 8a you want
credited to your 2011 estimated tax and
the portion of line 8a you want refunded.
Note. You can credit any or all of the line
8a overpayment to your 2011 estimated
tax, even those amounts on line 8b
resulting from tax deducted and withheld
under Chapter 3.
Electronic deposit of refund. If the
corporation has a refund of $1 million or
more and wants it electronically deposited
into its checking or savings account at
any U.S. bank or other financial
institution, complete Form 8302 and
attach it to Form 1120-F.

If a corporation makes the section 444
election, its deduction for certain amounts
paid to employee-owners may be limited.
See Schedule H (Form 1120), Section
280H Limitations for a Personal Service
Corporation (PSC), to figure the
maximum deduction.

Additional Information
Requested at Top of Page
2 of Form

Other rules. For other rules that apply to
personal service corporations, see
Passive activity limitations on page 17.

Complete items N through AA.

Item O — Personal Service
Corporation
A personal service corporation is a
corporation whose principal activity
(defined below) for the testing period for

If a section 444 election is terminated
and the termination results in a short tax
year, type or print at the top of the first
page of Form 1120-F for the short tax
year “SECTION 444 ELECTION
TERMINATED.” See Temporary
Regulations section 1.444-1T(a)(5) for
more information.

Item P
Show any tax-exempt interest received or
accrued. Include any exempt-interest
dividends received as a shareholder in a
mutual fund or other RIC. Also, if
required, include the same amount on
Schedule M-1, line 7a, or Schedule M-3,
Part II, line 4a.

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Item R
If the corporation has a net operating loss
(NOL), it generally may elect to waive the
entire carryback period for the NOL and
instead carry the NOL forward to future
tax years. To do so, check the box in item
R and file the tax return by its due date,
including extensions. Do not attach the
statement described in Temporary
Regulations section 301.9100-12T. Once
made, the election is irrevocable.

Item S
Enter the amount of the NOL carryover to
the tax year from prior years, even if
some of the loss is used to offset income
on this return. The amount to enter is the
total of all NOLs generated in prior years
but not used to offset income (either as a
carryback or carryover) to a tax year prior
to 2010. Do not reduce the amount by
any NOL deduction reported on page 3,
Section II, line 30a.

Item T
Check the “Yes” box for item T if the
corporation is a subsidiary in a
parent-subsidiary controlled group. This
applies even if the corporation is a
subsidiary member of one group and the
parent corporation of another. For a
definition of a parent-subsidiary controlled
group, see the Instructions for Schedule
O (Form 1120).
Note. If the corporation is an “excluded
member” of a controlled group (see
section 1563(b)(2)), it is still considered a
member of a controlled group for this
purpose.

Item W
If a foreign corporation claims that a
treaty overrules or modifies any provision
of the Internal Revenue Code and thereby
effects a reduction of any tax with respect
to an item reported on this Form 1120-F,
check the “Yes” box. Check the “Yes”
box, for example, if a treaty benefit has
been claimed based on:
• The nondiscrimination provision of a
treaty.
• The business profits article of a treaty.
If expenses are claimed in determining
the business profits of the foreign
corporation, notwithstanding an
inconsistent provision of the Code.
• The gains article, if a treaty benefit is
claimed relating to gain or loss on the
disposition of a United States real
property interest.
• The branch profits tax article (or portion
of the dividends article relating to the
branch profits tax) and tax on excess
interest.
• A waiver of insurance excise tax under
section 4371 (if the foreign corporation
has not entered into a closing agreement
with the IRS and has not filed an annual
Form 720).
• The interest dividends or royalty article,
if a refund of withholding tax is due.

Item Y(1)
For more information regarding a
corporation’s distributive share of income
Instructions for Form 1120-F

from a directly owned partnership interest
that is ECI or treated as ECI by the
partnership or the corporation (partner),
see Who Must Complete Schedule P in
the separate instructions for Schedule P
(Form 1120-F).

Item Y(2)
If the 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. For this purpose, a
foreign partnership includes an entity
treated as a foreign partnership under
Regulations section 301.7701-2 or
301.7701-3.
• Name and EIN (if any) of the foreign
partnership;
• 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;
• Name of tax matters partner (if any);
and
• Beginning and ending dates of the
foreign partnership’s tax year.
In addition, report any effectively
connected income included on Schedule
K-1 reported by the foreign partnership to
the corporation, and the ECI
apportionment of the corporation’s
outside basis in the foreign partnership as
required in Schedule P.

Item Z(2)
If the answer to item Z(2) is “Yes,” attach
a statement explaining whether the
interbranch transactions are recognized
under Proposed Regulations section
1.863-3(h) (Global Dealing Regulations)
or some other proposed regulation. If
interbranch transactions are recognized
pursuant to a U.S. income tax treaty other
than one that, in its text or accompanying
documents (including an exchange of
notes), allows for such recognition by
explicitly incorporating an arm’s length
method applying the OECD Transfer
Pricing Guidelines, then such
treaty-based position should be disclosed
on Form 8275-R, in addition to the treaty
disclosure required on Form 8833.

Item AA
A corporation that files Form 1120-F must
file Schedule UTP (Form 1120) with its
income tax return if:
• The corporation has assets that equal
or exceed $100 million;
• The corporation or a related party
issued audited financial statements
reporting all or a portion of the
corporation’s operations for all or a
portion of the corporation’s tax year; and
• The corporation has one or more tax
positions that must be reported on
Schedule UTP.
Attach Schedule UTP to the
corporation’s income tax return. Do not
file it separately. A taxpayer that files a
protective Form 1120-F must also file
Schedule UTP if it satisfies the
requirements set forth above.
Instructions for Form 1120-F

For details, see the Instructions for
Schedule UTP.

Section I—Income From
U.S. Sources Not
Effectively Connected With
the Conduct of a Trade or
Business in the United
States
Note. Complete Section I only if you
derived U.S. source income not
effectively connected with the conduct of
a trade or business in the United States
and either your withholding tax liability
was not correctly withheld at source or
not correctly reported on Form 1042-S, or
you are claiming a refund of an amount
withheld at source.
Only report amounts on these lines if:

• The amount received is fixed or

determinable, annual or periodic (FDAP)
(see definition below).
• The amount received is includible in the
gross income of the foreign corporation.
Therefore, receipts that are excluded from
income (e.g., interest income received on
state and local bonds that is excluded
under section 103) would not be included
as income in Section I.
• The amount received is from U.S.
sources (see Source of Income Rules on
page 9).
• The amount received is not effectively
connected with the conduct of a U.S.
trade or business (see Section II on page
14).
• The amount received is not exempt (by
Code) from taxation. For example,
interest on deposits that are exempted by
section 881(d) would not be included as
income in Section I. In addition, certain
portfolio interest is not taxable for
obligations issued after July 18, 1984.
See section 881(c) for more details.
Such income (except as indicated
below) will generally be subject to tax at a
30% rate. See section 881(a).
Amounts fixed or determinable,
annual or periodic include:
1. Interest (other than OID) as defined
in section 1273), dividends, rents,
royalties, salaries, wages, premiums,
annuities, compensation, and other FDAP
gains, profits, and income.
Note. Item 1 above includes dividend
equivalent payments made on or after
September 14, 2010. See section 871(m)
and Notice 2010-46, 2010-24 I.R.B. 757,
for additional information.
2. Gains described in section 631(b)
or (c), relating to disposal of timber, coal,
or domestic iron ore with a retained
economic interest.
3. On a sale or exchange of an OID
obligation, the amount of the OID
accruing while the obligation was held by
the foreign corporation, unless this
amount was taken into account on a
payment.

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4. On a payment received on an OID
obligation, the amount of the OID
accruing while the obligation was held by
the foreign corporation, if such OID was
not previously taken into account and if
the tax imposed on the OID does not
exceed the payment received less the tax
imposed on any interest included in the
payment received. This rule applies to
payments received for OID obligations
issued after March 31, 1972.
Certain OID is not taxable for OID
obligations issued after July 18, 1984.
See section 881(c) for more details.
For rules that apply to other OID
obligations, see Pub. 515.
5. Gains from the sale or exchange of
patents, copyrights, and other intangible
property if the gains are from payments
that are contingent on the productivity,
use, or disposition of the property or
interest sold or exchanged.
For more information, see section
881(a) and Regulations section 1.881-2.
Note. For purposes of determining
whether its income is taxable under
section 881(a), a corporation created or
organized in Guam, American Samoa, the
Northern Mariana Islands, or the U.S.
Virgin Islands will not be treated as a
foreign corporation if it meets the rules of
section 881(b). For dividends paid after
October 22, 2004, a corporation created
or organized in Puerto Rico will be taxed
under section 881(a) at a rate of 10% with
respect to such dividends received during
the tax year in the circumstances outlined
in section 881(b)(2).

Line 9. Gross Transportation
Income
A 4% tax is imposed on a foreign
corporation’s U.S. source gross
transportation income for the tax year.
U.S. source gross transportation income
generally is any gross income that is
transportation income if such income is
treated as from U.S. sources.
Transportation income is any income
from or connected with:
• The use (or hiring or leasing for use) of
a vessel or aircraft or
• The performance of services directly
related to the use of a vessel or aircraft.
For this purpose, the term “vessel or
aircraft” includes any container used in
connection with a vessel or aircraft.
Generally, 50% of all transportation
income that is attributable to
transportation that either begins or ends
in the United States is treated as from
U.S. sources. See section 863(c)(2)(B) for
a special rule for personal service
income.
Exceptions. U.S. source gross
transportation income does not include
income that is:
• Effectively connected with the conduct
of a U.S. trade or business or
• Taxable in a possession of the United
States under the provisions of the Internal
Revenue Code as applied to that
possession.

Transportation income of the
corporation will not be treated as
effectively connected income unless:
• The corporation has a fixed place of
business in the United States involved in
the earning of transportation income and
• Substantially all of the corporation’s
U.S. source gross transportation income
(determined without regard to the rule that
such income does not include effectively
connected income) is attributable to
regularly scheduled transportation (or, in
the case of income from the leasing of a
vessel or aircraft, is attributable to a fixed
place of business in the United States).
For more information, see section 887.
Enter the foreign corporation’s U.S.
source gross transportation income on
line 9, column (b). Also, attach Schedule
V (Form 1120-F).
See page 15 for exclusions from gross
income of certain income from ships and
aircraft.

Line 13
Check the “Yes” box if you received an
item of income during the tax year with
respect to which you are treated as
fiscally transparent under the laws where
you are organized. In such a case, you
may not claim a reduced rate of tax under
a treaty with respect to that item. See
Regulations section 1.894-1(d)(1).
If the item of income has been
withheld upon, your interest holders may,
however, be able to claim treaty benefits,
but only if the tax jurisdiction in which
your interest holders qualify for treaty
benefits treats you as fiscally transparent
and the interest holders are not fiscally
transparent with respect to that item of
income. An interest holder claiming a
benefit should file a separate Form
1120-F, if appropriate. See Regulations
section 1.894-1(d)(3) for the definition of
fiscally transparent and Regulations
section 1.894-1(d)(5) for examples.

Section II—Income
Effectively Connected With
the Conduct of a Trade or
Business in the United
States
Foreign Corporations Engaged
in a U.S. Trade or Business
These corporations are taxed on their
effectively connected income using the
same graduated tax rate schedule (see
page 24) that applies to domestic
corporations. Effectively connected
income can be U.S. source or foreign
source income as explained below.

U.S. Source Effectively Connected
Income
U.S. source income derived by a foreign
corporation engaged in a U.S. trade or
business other than FDAP is effectively
connected income. See Regulations
section 1.864-4(b).

Note. For purposes of the preceding
paragraph, U.S. source income includes
income with respect to activities related to
the exploration and exploitation of natural
resources in continental shelf areas (see
section 638). For more information, see
Industry Director’s Directive #1 - United
States Outer Continental Shelf Activity,
which may be accessed at IRS.gov.
FDAP items are generally effectively
connected income (and are therefore
includible in Section II) if the asset-use
test, the business-activities test, or both
tests (explained below) are met.
If neither test is met, FDAP items are
generally not effectively connected
income (and are therefore includible in
Section I instead of Section II). For more
information, see section 864(c)(2) and
Regulations section 1.864-4(c).
Finance business. See Regulations
section 1.864-4(c)(5) for special rules
relating to banking, financing, or similar
business activities. Such rules apply to
certain stocks and securities of a banking,
financing, or similar business in lieu of the
asset use and business activities tests.
Asset-use test. The FDAP items are
from assets used in, or held for use in, the
conduct of U.S. trade or business. For
example, the following items are
effectively connected income:
• Income earned on a trade or note
receivable acquired in the conduct of the
U.S. trade or business and
• Interest income earned from the
temporary investment of funds needed in
the foreign corporation’s U.S. trade or
business.
Business-activities test. The activities
of the U.S. trade or business were a
material factor in the realization of the
FDAP items.

Foreign Source Effectively
Connected Income
Foreign source income is generally not
effectively connected income. However, if
the foreign corporation has an office or
other fixed place of business in the United
States, the following types of foreign
source income it receives from that U.S.
office are effectively connected income:
• Rents or royalties received for the use
outside the United States of intangible
personal property described in section
862(a)(4) if derived from the active
conduct of a U.S. trade or business;
• Gains or losses on the sale or
exchange of intangible personal property
located outside the United States or from
any interest in such property, if such
gains or losses are derived in the active
conduct of the trade or business in the
United States;
• Dividends, interest, or amounts
received for the provision of guarantees
of indebtedness issued after September
27, 2010, from any transaction, or gains
or losses on the sale or exchange of
stock or securities from foreign sources if
derived from the active conduct of a U.S.
banking, financing, or similar business or
if the principal business of the foreign

-14-

corporation is trading in stocks or
securities for its own account;
• Income from the sale or exchange of
inventory outside the United States
through the U.S. office, unless the
property is sold or exchanged for use,
consumption, or disposition outside the
United States and an office of the foreign
corporation in a foreign country materially
participated in the sale; or
• Any income or gain that is equivalent to
any item of income or gain listed above
must be treated in the same manner as
such item for purposes of determining
whether that income is foreign source
effectively connected income.
See section 864(c)(5)(A) and
Regulations section 1.864-7 for the
definition of office or other fixed place of
business in the United States. See
sections 864(c)(5)(B) and (C) and
Regulations section 1.864-6 for special
rules for determining when foreign source
income received by a foreign corporation
is from an office or other fixed place of
business in the United States.
Foreign insurance companies. Foreign
source income of a foreign insurance
company that is attributable to its U.S.
trade or business is effectively connected
income. See section 864(c)(4)(C) and
Regulations section 1.864-5(c).
Excluded foreign source income.
Foreign source income that would
otherwise be effectively connected
income under any of the above rules for
foreign source income is excluded if:
• It is foreign source dividends, interest,
or royalties paid by a foreign corporation
in which the taxpayer owns or is
considered to own (within the meaning of
section 958) more than 50% of the total
combined voting power of all classes of
stock entitled to vote or
• The taxpayer is a controlled foreign
corporation (as defined in section 957)
and the foreign source income is subpart
F income (as defined in section 952).
For more information, see section
864(c)(4)(D) and Regulations section
1.864-5(d).

Foreign Corporations Not
Engaged in a U.S. Trade or
Business
If a foreign corporation is not engaged in
a U.S. trade or business during the tax
year, it will complete Section II only if
such corporation:
• Had current year income or gain from a
sale or exchange of property or from
performing services (or any other
transaction) in any other tax year that
would have been effectively connected
income in that other tax year (see section
864(c)(6));
• Had current year income or gain from a
disposition of property that is no longer
used or held for use in conducting a U.S.
trade or business within the 10-year
period before the disposition that would
have been effectively connected income
immediately before such cessation (see
section 864(c)(7));
Instructions for Form 1120-F

• Elected to treat real property income as

effectively connected income (see below);
• Was created or organized and was
conducting a banking business in a U.S.
possession, and received interest on U.S.
obligations that is not portfolio interest
(see section 882(e)); or
• Had gain or loss from disposing of a
U.S. real property interest (see below).

Election To Treat Real Property
Income as Effectively
Connected Income
A foreign corporation that derives, during
the tax year, any income from real
property located in the United States, or
from any interest in such real property,
may elect, for the tax year, to treat all
such income as effectively connected
income. See section 871(d). Income to
which this election applies includes:
• Gains from the sale or exchange of real
property or an interest therein,
• Rents or royalties from mines, wells, or
other natural deposits, and
• Gain described in sections 631(b) or
(c).
The election may be made whether or
not the corporation is engaged in a U.S.
trade or business during the tax year for
which the election is made or whether or
not the corporation has income from real
property that, for the tax year, is
effectively connected with the conduct of
a U.S. trade or business.
To make the election, attach a
statement that includes the information
required in Regulations section
1.871-10(d)(1)(ii) to Form 1120-F for the
first tax year for which the election is to
apply. Use Section II to figure the tax on
this income.

Disposition of U.S. Real
Property Interest by a Foreign
Corporation
A foreign corporation that disposes of a
U.S. real property interest (as defined in
section 897(c)) must treat the gain or loss
from the disposition as effectively
connected income, even if the corporation
is not engaged in a U.S. trade or
business. Figure this gain or loss on
Schedule D (Form 1120), Capital Gains
and Losses. Carry the result to Section II,
line 8, on page 3 of Form 1120-F.
A foreign corporation may elect to be
treated as a domestic corporation for
purposes of sections 897 and 1445. See
section 897(i).
See Temporary Regulations section
1.897-5T for the applicability of section
897 to reorganizations and liquidations.
If the corporation had income tax
withheld on Form 8288-A, include the
amount withheld in line 5i, page 1.

Income
Line 1. Gross Receipts
Enter gross income effectively connected
with the conduct of a U.S. trade or
business (except those income items that
must be reported on lines 4 through 10).
Instructions for Form 1120-F

Advance payments. In general,
advance payments are reported in the
year of receipt. There are exceptions to
this general rule for corporations that use
the accrual method of accounting.
• To report income from long-term
contracts, see section 460.
• For special rules for reporting certain
advance payments for goods and
long-term contracts, see Regulations
section 1.451-5.
• For rules that allow a limited deferral of
advance payments beyond the current tax
year, see Rev. Proc. 2004-34, 2004-22
I.R.B. 991, as modified and clarified by
Rev. Proc. 2011-18, 2011-5 I.R.B. 443,
for advance payments from the sale of
certain gift cards.
• For information on adopting or
changing to a permissible method for
reporting advance payments for services
and certain goods by an accrual method
corporation, see the Instructions for Form
3115.
Exclusion from gross income for
certain income from ships and aircraft.
A foreign corporation engaged in the
international operation of ships or aircraft
and organized in a qualified foreign
country may exclude qualified income
from its gross income, provided that the
corporation can satisfy certain ownership
requirements. See Schedule S (Form
1120-F) and its separate instructions for
additional information.
Income from qualifying shipping
activities (tonnage tax). The
corporation’s gross income does not
include income from qualifying shipping
activities (as defined in section 1356) if
the corporation makes an election under
section 1354 to be taxed on its notional
shipping income (as defined in section
1353) at the highest corporate tax rate
(35%). If the election is made, the
corporation generally may not claim any
loss, deduction, or credit with respect to
qualifying shipping activities. A
corporation making this election also may
elect to defer gain on certain dispositions
of qualifying vessels under section 1359.
Use Form 8902, Alternative Tax on
Qualifying Shipping Activities, to figure
the tax. Include the alternative tax from
Form 8902, line 30, on Schedule J, line 8,
and be sure to check the “Form 8902” box
on that line.
Installment sales. Generally, the
installment method may not be used for
dealer dispositions of property. A “dealer
disposition” is any disposition of: (a)
personal property by a person who
regularly sells or otherwise disposes of
personal property of the same type on the
installment plan or (b) real property held
for sale to customers in the ordinary
course of the taxpayer’s trade or
business.
These restrictions on using the
installment method do not apply to
dispositions of property used or produced
in a farming business or sales of
timeshares and residential lots for which

-15-

the corporation elects to pay interest
under section 453(l)(3).
For sales of timeshares and residential
lots reported under the installment
method, the corporation’s income tax is
increased by the interest payable under
section 453(l)(3). Report this addition to
the tax on Schedule J, line 8.
Enter on line 1 (and carry to line 3), the
gross profit on collections from installment
sales for any of the following:
• Dealer dispositions of property before
March 1, 1986.
• Dispositions of property used or
produced in the trade or business of
farming.
• Certain dispositions of timeshares and
residential lots reported under the
installment method.
Attach a schedule showing the
following information for the current and
the 3 preceding years: (a) gross sales, (b)
cost of goods sold, (c) gross profits, (d)
percentage of gross profits to gross sales,
(e) amount collected, and (f) gross profit
on the amount collected.
Nonaccrual experience method.
Accrual method corporations are not
required to accrue certain amounts to be
received from the performance of
services that, on the basis of their
experience, will not be collected, if:
• The services are in the fields of health,
law, engineering, architecture,
accounting, actuarial science, performing
arts, or consulting or
• The corporation’s average annual
gross receipts have not exceeded $5
million for any prior 3-tax-year period. For
more details, see Regulations sections
1.448-2(a)(2) and 1.448-1T(f)(2).
This provision does not apply to any
amount if interest is required to be paid
on the amount or if there is any penalty
for failure to timely pay the amount. For
more information, see Regulations
section 1.448-2.
Corporations that qualify to use the
nonaccrual experience method should
attach a schedule showing total gross
receipts, the amount not accrued as a
result of the application of section
448(d)(5), and the net amount accrued.
Enter the net amount on line 1a.

Line 2. Cost of Goods Sold
Complete Schedule A on page 3 of Form
1120-F and enter the amount from
Schedule A, line 8. See the instructions
for Schedule A on page 22.

Line 4. Dividends
Complete Schedule C on page 4 of Form
1120-F and enter the amount from
Schedule C, line 14. See the instructions
for Schedule C on page 23.

Line 5. Interest
Enter taxable interest on U.S. obligations
and on loans, notes, mortgages, bonds,
bank deposits, corporate bonds, tax
refunds, etc. Do not offset interest
expense against interest income. Special
rules apply to interest income from certain

below-market-rate loans. See section
7872 for details.
Note. Report tax-exempt interest income
on Form 1120-F, item P at the top of page
2. Also, if required, include the same
amount on Schedule M-1, line 7a, or
Schedule M-3, Part II, line 4a.

Line 6. Gross Rents
Enter the gross amount received for the
rental of property. Deduct expenses such
as repairs, interest, taxes, and
depreciation on the proper lines for
deductions. A rental activity held by a
closely held corporation or a personal
service corporation may be subject to the
passive activity loss rules. See Passive
activity limitations on page 17.

Line 8. Capital Gain Net Income
Every effectively connected sale or
exchange of a capital asset must be
reported in detail on Schedule D (Form
1120), Capital Gains and Losses, even if
there is no gain or loss.

Line 10. Other Income
Enter any other taxable income not
reported on lines 1 through 9. List the
type and amount of income on an
attached schedule. If the corporation has
only one item of other income, describe it
in parentheses on line 10.
Examples of other income to report on
line 10 are:
• Recoveries of bad debts deducted in
prior years under the specific charge-off
method.
• The amount included in income from
Form 6478, Alcohol and Cellulosic Biofuel
Fuels Credit.
• The amount included in income from
Form 8864, Biodiesel and Renewable
Diesel Fuels Credit.
• Refunds of taxes deducted in prior
years to the extent they reduced income
subject to tax in the year deducted (see
section 111). Do not offset current year
taxes against tax refunds.
• Any recapture amount under section
179A for qualified clean-fuel vehicle
refueling property if, at any time before
the end of the recovery period, the
property ceases to qualify.
• Ordinary income from trade or business
activities of a partnership (from Schedule
K-1 (Form 1065 or 1065-B)). Do not offset
ordinary losses against ordinary income.
Instead, include the losses on Section II,
line 27. Show the partnership’s name,
address, and EIN on Schedule P (Form
1120-F). If the amount entered is from
more than one partnership, identify the
amount from each partnership on
Schedule P.
• Part or all of the proceeds received
from certain corporate-owned life
insurance contracts issued after August
17, 2006. Corporations that own one or
more employer-owned life insurance
contracts issued after this date must file
Form 8925, Report of Employer-Owned
Life Insurance Contracts. See section
101(j) for details.

• Net income from notional principal

contracts.
• Interest and dividend equivalents (e.g.,
confirmation and acceptance letter of
credit fees and other guarantee fees).
• Income from cancellation of debt
(COD) for the repurchase of a debt
instrument for less than its adjusted issue
price. However, for a reacquisition of an
applicable debt instrument after
December 31, 2008, and before January
1, 2011, a corporation may elect, under
section 108(i), to defer the income from
COD in connection with the election. If the
corporation makes the election, income is
deferred and ratably included in gross
income over the 5-year period beginning
with:
1. For a reacquisition occurring in
2009, the fifth tax year following the tax
year in which the reacquisition occurs,
and
2. For a reacquisition occurring in
2010, the fourth tax year following the tax
year in which the reacquisition occurs.
To make the election for a 2010
reacquisition, attach a statement to the
corporation’s 2010 tax return. The
statement must clearly identify the
applicable instrument and include the
amount of income to which the election
applies. Once made, the election is
irrevocable and the exclusions for COD
income under section 108(a)(1)(A), (B),
(C), and (D) do not apply for the tax year
of the election or any later tax year. See
page 6 for the annual information
statement that is required.
For more information, see section
108(i) and Rev. Proc. 2009-37. If the
corporation is a direct or indirect partner
in a partnership, other special rules apply.
See Temporary Regulations section
1.108(i)-2T.
Section 481(a) adjustment. The
corporation may have to make an
adjustment under section 481(a) to
prevent amounts of income or expense
from being duplicated or omitted. The
section 481(a) adjustment period is
generally 1 year for a net negative
adjustment and 4 years for a net positive
adjustment. However, a corporation may
elect to use a 1-year adjustment period if
the net section 481(a) adjustment for the
change is less than $25,000. The
corporation must complete the
appropriate lines of Form 3115 to make
the election. Also, under certain other
conditions, the corporation may modify
the period for taking into account a net
positive section 481 adjustment. See Rev.
Proc. 2008-52 and Rev. Proc. 2009-39.
Include any net positive section 481(a)
adjustment on page 3, Section II, line 10.
If the net section 481(a) adjustment is
negative, report it on line 27 of Section II.

Deductions
Important. In computing the taxable
income of a foreign corporation engaged
in a U.S. trade or business, deductions
are allowed only if they are connected

-16-

with income effectively connected with the
conduct of a trade or business in the
United States. Charitable contributions,
however, may be deducted whether or
not they are so connected. See section
882(c) and Regulations section
1.882-4(b) for more information.

Apportionment of Expenses
In general, expenses that are definitely
related to a class of gross income
(including tax-exempt income) must be
allocated to that class of gross income.
Expenses not definitely related to a class
of gross income should be allocated to all
classes of income based on the ratio of
gross income in each class of income to
total gross income, or some other ratio
that clearly relates to the classes of
income. See Regulations section 1.861-8
and Temporary Regulations section
1.861-8T for more information.
Attach Schedule H (Form 1120-F) to
show the definitely related and indirect
allocation and apportionment of expenses
to effectively connected income. The
amount on Schedule H, Part II, line 20 is
reportable on Form 1120-F, Section II,
line 26.
Note. The allocation and apportionment
of bad debt deductions is not included on
Schedule H but is reported only on Form
1120-F, Section II, line 15.

Limitations on Deductions
Section 263A uniform capitalization
rules. The uniform capitalization rules of
section 263A generally require
corporations to capitalize, or include in
inventory, certain costs incurred in
connection with the following:
• The production of real property and
tangible personal property held in
inventory or held for sale in the ordinary
course of business.
• Real property or personal property
(tangible and intangible) acquired for
resale.
• The production of real property and
tangible personal property by a
corporation for use in its trade or business
or in an activity engaged in for profit.
Tangible personal property
produced by a corporation includes a film,
sound recording, videotape, book, or
similar property.
Corporations subject to the section
263A uniform capitalization rules are
required to capitalize:
1. Direct costs and
2. An allocable part of most indirect
costs (including taxes) that (a) benefit the
assets produced or acquired for resale or
(b) are incurred by reason of the
performance of production or resale
activities.
For inventory, some of the indirect
expenses that must be capitalized are:
• Administration expenses.
• Taxes.
• Depreciation.
• Insurance.
Instructions for Form 1120-F

• Compensation paid to officers

attributable to services.
• Rework labor.
• Contributions to pension, stock bonus,
and certain profit-sharing, annuity, or
deferred compensation plans.
Regulations section 1.263A-1(e)(3)
specifies other indirect costs that relate to
production or resale activities that must
be capitalized and those that may be
currently deductible.
Interest expense paid or incurred
during the production period of
designated property must be capitalized
and is governed by special rules. For
more details, see Regulations sections
1.263A-8 through 1.263A-15.
The costs required to be capitalized
under section 263A are not deductible
until the property (to which the costs
relate) is sold, used, or otherwise
disposed of by the corporation. See the
Instructions for Schedule I (Form 1120-F),
line 24c.
Exceptions. Section 263A does not
apply to:
• Personal property acquired for resale if
the corporation’s annual average gross
receipts for the 3 prior tax years were $10
million or less.
• Timber.
• Most property produced under a
long-term contract.
• Certain property produced in a farming
business.
• Research and experimental costs
under section 174.
• Geological and geophysical costs
amortized under section 167(h).
• Capital costs incurred to comply with
EPA sulfur regulations.
• Intangible drilling costs for oil, gas, and
geothermal property.
• Mining exploration and developmental
costs.
• Inventoriable items accounted for in the
same manner as materials and supplies
that are not incidental. See the
instructions for Schedule A on page 22 for
details.
For more details on the uniform
capitalization rules, see Regulations
sections 1.263A-1 through 1.263A-3. See
Regulations section 1.263-4 for rules for
property produced in a farming business.
Transactions between related
taxpayers. Generally, an accrual basis
taxpayer may only deduct business
expenses and interest owed to a related
party in the year the payment is included
in the income of the related party. See
sections 163(e)(3), 163(j), and 267 for
limitations on deductions for unpaid
interest and expenses. See the
Instructions for Schedule I (Form 1120-F),
line 24b for limitations under these
sections of the interest expense allocable
under Regulations section 1.882-5.
Corporations use Form 8926,
Disqualified Corporate Interest Expense
Disallowed Under Section 163(j) and
Related Information, to figure the amount
Instructions for Form 1120-F

of any corporate interest expense
disallowed by section 163(j).
Section 291 limitations. Corporations
may be required to adjust deductions for
depletion of iron ore and coal, intangible
drilling and exploration and development
costs, certain deductions for financial
institutions, and the amortizable basis of
pollution control facilities. See section 291
to determine the amount of the
adjustment. Also see section 43.
Golden parachute payments. A portion
of the payments made by a corporation to
key personnel that exceeds their usual
compensation may not be deductible.
This occurs when the corporation has an
agreement (golden parachute) with these
key employees to pay them these excess
amounts if control of the corporation
changes. See section 280G and
Regulations section 1.280G-1. Also see
the instructions for line 12.
Business start-up and organizational
costs. A corporation can elect to deduct
up to $5,000 of business start-up and up
to $5,000 of organizational costs paid or
incurred after October 22, 2004. Any
remaining costs must be amortized. The
$5,000 deduction is reduced (but not
below zero) by the amount the total costs
exceed $50,000. If the total costs are
$55,000 or more, the deduction is
reduced to zero. See sections 195(b) and
248(a).
Special rule for 2010 start-up costs.
For a tax year beginning in 2010, a
corporation can elect to deduct up to
$10,000 of business start-up costs paid or
incurred after December 31, 2009. The
$10,000 deduction is reduced (but not
below zero) by the amount such start-up
costs exceed $60,000. Any remaining
costs must be amortized. See section
195(b)(3).
Time for making an election. The
corporation generally elects to deduct
start-up or organizational costs by
claiming the deduction on its income tax
return filed by the due date (including
extensions) for the tax year in which the
active trade or business begins. However,
for start-up or organizational costs paid or
incurred before September 9, 2008, the
corporation may be required to attach a
statement to its return to elect to deduct
such costs. See Temporary Regulations
sections 1.195-1T and 1.248-1T for
details.
If the corporation timely filed its return
for the year without making an election, it
can still make an election by filing an
amended return within 6 months of the
due date of the return (excluding
extensions). Clearly indicate the election
on the amended return and write “Filed
pursuant to section 301.9100-2” at the top
of the amended return. File the amended
return at the same address the
corporation filed its original return. The
election applies when figuring taxable
income for the current tax year and all
subsequent years.

-17-

Note. The corporation can choose to
forgo the elections above by clearly
electing to capitalize its start-up or
organizational costs on an income tax
return filed by the due date (including
extensions) for the tax year in which the
active trade or business begins.
Report the deductible amount of
start-up and organizational costs and any
amortization on line 26. For amortization
that begins during the 2010 tax year,
complete and attach Form 4562. See the
Instructions for Form 4562.
For more details on business start-up
and organizational costs, see Pub. 535,
Business Expenses.
Passive activity limitations. Limitations
on passive activity losses and credits
under section 469 apply to personal
service corporations (for definition, see
Item O – Personal Service Corporation on
page 12) and closely held corporations
(see definition below).
Generally, the two kinds of passive
activities are:
• Trade or business activities in which
the corporation did not materially
participate for the tax year and
• Rental activities, regardless of its
participation.
For exceptions, see Form 8810,
Corporate Passive Activity Loss and
Credit Limitations.
Corporations subject to the passive
activity limitations must complete Form
8810 to compute their allowable passive
activity loss and credit. Before completing
Form 8810, see Temporary Regulations
section 1.163-8T, which provides rules for
allocating interest expense among
activities. If a passive activity is also
subject to the earnings stripping rules of
section 163(j), the at-risk rules of section
465, or the tax-exempt use loss rules of
section 470, those rules apply before the
passive loss rules.
For more information, see section 469,
the related regulations, and Pub. 925,
Passive Activity and At-Risk Rules.
Closely held corporations. A
corporation is a closely held corporation
if:
• At any time during the last half of the
tax year more than 50% in value of its
outstanding stock is directly or indirectly
owned by or for not more than five
individuals and
• The corporation is not a personal
service corporation.
Certain organizations are treated as
individuals for purposes of this test. See
section 542(a)(2). For rules for
determining stock ownership, see section
544 (as modified by section 465(a)(3)).
Reducing certain expenses for which
credits are allowable. If the corporation
claims any of the following credits, it may
need to reduce the otherwise allowable
deductions for expenses used to figure
the credit.
• Work opportunity credit (Form 5884).

• Credit for Increasing research activities

(Form 6765).
• Orphan drug credit (Form 8820).
• Disabled access credit (Form 8826).
• Empowerment zone and renewal
community employment credit (Form
8844).
• Indian employment credit (Form 8845).
• Credit for employer social security and
Medicare taxes paid on certain employee
tips (Form 8846).
• Credit for small employer pension plan
startup costs (Form 8881).
• Credit for employer-provided childcare
facilities and services (Form 8882).
• Low sulfur diesel fuel production credit
(Form 8896).
• Mine rescue team training credit (Form
8923).
• Agricultural chemicals security credit
(Form 8931).
• Credit for employer differential wage
payments (Form 8932).
• Credit for small employer health
insurance premiums (Form 8941).
If the corporation has any of these
credits, figure the current year credit
before figuring the deduction for
expenses on which the credit is based. If
the corporation capitalized any costs on
which it figured the credit, it may need to
reduce the amount capitalized by the
credit attributable to these costs.
If the corporation has qualified
investment taken into account in
determining the qualified therapeutic
discovery project credit or grant, it may
need to reduce the otherwise allowable
deductions for such qualified investment.
See section 280C and Notice 2010-45,
2010-23 I.R.B. 734.
See the instructions for the form used
to figure the applicable credit for more
details.
Limitations on deductions related to
property leased to tax-exempt entities.
If a corporation leases property to a
governmental or other tax-exempt entity,
the corporation may not claim deductions
related to the property to the extent that
they exceed the corporation’s income
from the lease payments. This disallowed
tax-exempt use loss may be carried over
to the next tax year and treated as a
deduction with respect to the property for
that tax year. See section 470 for more
details and exceptions.
Contributions. See the instructions for
line 19 on page 19 for limitations that
apply to contributions.

Line 12. Compensation of Officers
Enter deductible officers’ compensation
on line 12. Do not include compensation
deductible elsewhere on the return, such
as amounts included in cost of goods
sold, elective contributions to a section
401(k) cash or deferred arrangement, or
amounts contributed under a salary
reduction SEP agreement or a SIMPLE
IRA plan.
Complete Schedule E if total receipts
(line 1a, plus lines 4 through 10) are
$500,000 or more. Include only the

deductible part of each officer’s
compensation on Schedule E. See
Disallowance of deduction for employee
compensation in excess of $1 million
below. Complete Schedule E, line 1,
columns (a) through (f), for all officers.
The corporation determines who is an
officer under the laws where it is
incorporated.
Disallowance of deduction for
employee compensation in excess of
$1 million. Publicly held corporations
may not deduct compensation to a
“covered employee” to the extent that the
compensation exceeds $1 million.
Generally, a covered employee is:
• The principal executive officer of the
corporation (or an individual acting in that
capacity) as of the end of the tax year or
• An employee whose total
compensation must be reported to
shareholders under the Securities
Exchange Act of 1934 because the
employee is among the three highest
compensated officers for that tax year
(other than the principal executive officer).
For this purpose, compensation does
not include the following:
• Income from certain employee trusts,
annuity plans, or pensions.
• Any benefit paid to an employee that is
excluded from the employee’s income.
The deduction limit does not apply to:
• Commissions based on individual
performance,
• Qualified performance-based
compensation, and
• Income payable under a written,
binding contract in effect on February 17,
1993.
The $1-million limit is reduced by
amounts disallowed as excess parachute
payments under section 280G.
For details, see section 162(m) and
Regulations section 1.162-27. Also see
Notice 2007-49, 2007-25 I.R.B. 1429.
Limitations on tax benefits for
executive compensation under the
Treasury Troubled Asset Relief
Program (TARP). The $1 million
compensation limit is reduced to
$500,000 for executive remuneration and
deferred deduction executive
remuneration paid to covered executives
by any entity that receives or has
received financial assistance under the
TARP. The limit applies for each period in
which obligations arising from financial
assistance under the TARP remain
outstanding. The $500,000 is reduced by
any amounts disallowed as excess
parachute payments. See section
162(m)(5) for definitions and other special
rules. Also see Notice 2008-94, 2008-44
I.R.B. 1070, for additional guidance.
In addition, a portion of any parachute
payments made to a covered executive
by an applicable employer participating in
a Treasury troubled asset relief program
is not deductible as compensation if the
payments are made because of a
severance from employment during an
applicable tax year. For this purpose a

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parachute payment is any payment to a
senior executive officer for departure from
a company for any reason, except for
payments for services performed or
benefits accrued. These limits do not
apply to a payment already treated as a
parachute payment. See section 280G(e)
and Notice 2008-94.

Line 13. Salaries and Wages
Enter the total salaries and wages paid
for the tax year. Do not include salaries
and wages deductible elsewhere on the
return, such as amounts included in
officers’ compensation, cost of goods
sold, elective contributions to a section
401(k) cash or deferred arrangement, or
amounts contributed under a salary
reduction SEP agreement or a SIMPLE
IRA plan.
If the corporation claims a credit for
any wages paid or incurred, it may need
to reduce its deduction for officers’
compensation and salaries and wages.
See Reducing certain expenses for which
credits are allowable on page 17.
If the corporation provided taxable
fringe benefits to its employees, such as
personal use of a car, do not deduct as
wages the amount allocated for
depreciation and other expenses claimed
on lines 20 and 27.

Line 14. Repairs and Maintenance
Enter the cost of incidental repairs and
maintenance not claimed elsewhere on
the return, such as labor and supplies,
that do not add to the value of the
property, appreciably prolong its life, or
adapt it to a new or different use. New
buildings, machinery, or permanent
improvements that increase the value of
the property are not deductible. They
must be depreciated or amortized.

Line 15. Bad Debts
Enter the total debts that became
worthless in whole or in part during the
tax year. A small bank or thrift institution
using the reserve method of section 585
should attach a schedule showing how it
figured the current year’s provision. A
corporation that uses the cash method of
accounting cannot claim a bad debt
deduction unless the amount was
previously included in income.
Specific Charge Off Method. Attach to
the return a list of each debtor and the
amount of the bad debt deduction where
the amount of the loans charged off (or
treated as charged off under Regulations
section 1.166-2) for that debtor total in
excess of $500,000 in the tax year.

Line 16. Rents
If the corporation rented or leased a
vehicle, enter the total annual rent or
lease expense paid or incurred during the
year. Also complete Part V of Form 4562,
Depreciation and Amortization. If the
corporation leased a vehicle for a term of
30 days or more, the deduction for vehicle
lease expense may have to be reduced
by an amount includible in income called
Instructions for Form 1120-F

the inclusion amount. The corporation
may have an inclusion amount if:
The lease term
began:

And the vehicle’s FMV
on the first day of the
lease exceeded:

After 12/31/07 but before 1/1/11 . . . . $18,500
After 12/31/06 but before 1/1/08 . . . . $15,500
After 12/31/04 but before 1/1/07 . . . . $15,200
After 12/31/03 but before 1/1/05 . . . . $17,500
If the lease term began before January 1, 2004, see
Pub. 463, Travel, Entertainment, Gift, and Car
Expenses, to find out if the corporation has an
inclusion amount. The inclusion amount for lease
terms beginning in 2011 will be published in the
Internal Revenue Bulletin in early 2011.

See Pub. 463 for instructions on
figuring the inclusion amount.

Line 17. Taxes and Licenses
Enter taxes paid or accrued during the tax
year, but do not include the following:
• Federal income taxes.
• Foreign or U.S. possession income
taxes if a foreign tax credit is claimed.
• Taxes not imposed on the corporation.
• Taxes, including state or local sales
taxes, that are paid or incurred in
connection with an acquisition or
disposition of property (these taxes must
be treated as a part of the cost of the
acquired property or, in the case of a
disposition, as a reduction in the amount
realized on the disposition).
• Taxes assessed against local benefits
that increase the value of the property
assessed (such as for paving, etc.).
• Taxes deducted elsewhere on the
return, such as those reflected in cost of
goods sold.
See section 164(d) for information on
apportionment of taxes on real property
between seller and purchaser.
See section 906(b)(1) for rules
concerning certain foreign taxes imposed
on income from U.S. sources that may
not be deducted or credited.

Line 18. Interest Expense from
Schedule I, line 25
Enter the interest expense from Schedule
I (Form 1120-F), line 25. Attach Schedule
I to the Form 1120-F. See Schedule I and
its separate instructions for additional
information relating to the allocation of
interest expense to effectively connected
income and the amount that may be
claimed as a deduction on Form 1120-F,
Section II, line 18.
Treaty-based interest expense
allocation methods. Except as
expressly provided by or pursuant to a
U.S. income tax treaty or accompanying
documents (such as an exchange of
notes), the three-step formula under
Regulations section 1.882-5 provides the
exclusive rules for determining the
interest expense attributable to the
business profits of a permanent
establishment under a U.S. income tax
treaty. U.S. income tax treaties that
Instructions for Form 1120-F

expressly provide the right to determine
the attribution of business profits to a U.S.
permanent establishment by application
of the OECD Transfer Pricing Guidelines,
by analogy, are those with the United
Kingdom (2004), Japan (2005), Germany
(2008), Belgium (2008), Canada (2009),
Bulgaria (2009), and Iceland (2009). See
Article 7 (Business Profits) of these
treaties and the relevant Exchange of
Notes and Treasury Department
Technical Explanations for guidance on
how to attribute capital to a permanent
establishment under these treaties.
Protective elections under section
1.882-5. If a taxpayer uses the
provisions of an applicable treaty to
allocate interest expense rather than
Regulations section 1.882-5, it remains
subject to the time, place, and manner
provisions of Regulations section
1.882-5(a)(7) for making its interest
expense allocation elections for any
subsequent year that it chooses to use
the three-step allocation formula of the
regulations instead of the treaty.
Protective interest expense allocation
elections under Regulations section
1.882-5(a)(7) may be made for a year in
which a treaty method is used in lieu of
the rules of Regulations section 1.882-5
by completing and filing Schedule I on a
timely filed income tax return for any year
that the election would be required to be
made under the rules of Regulations
section 1.882-5. If a corporation uses an
applicable treaty, rather than the rules of
Regulations section 1.882-5, to allocate
interest expense and does not file
Schedule I, then the taxpayer has
forfeited its right to make the Regulations
section 1.882-5 method elections for such
applicable year or years. In this case,
under certain circumstances, the Director
of Field Operations may make any or all
of the binding elections provided under
Regulations section 1.882-5 in
accordance with Regulations section
1.882-5(a)(7)(ii) (and may make the
binding partnership basis apportionments
election under Regulations section
1.884-1(d)(3)(v)) on behalf of the
corporation.

Line 19. Charitable Contributions
Note. This deduction is allowed for all
contributions, whether or not connected
with income that is effectively connected
with the conduct of a trade or business in
the United States. See section
882(c)(1)(B).
Enter contributions or gifts actually
paid within the tax year to or for the use of
charitable and governmental
organizations described in section 170(c)
and any unused contributions carried over
from prior years. Special rules and limits
apply to contributions to organizations
conducting lobbying activities. See
section 170(f)(9).
Corporations reporting taxable income
on the accrual method may elect to treat
as paid during the tax year any
contributions paid by the 15th day of the

-19-

3rd month after the end of the tax year if
the contributions were authorized by the
board of directors during the tax year.
Attach a declaration to the return stating
that the resolution authorizing the
contributions was adopted by the board of
directors during the tax year. The
declaration must include the date the
resolution was adopted. See Regulations
section 1.170A-11.
If the corporation contributed
money for the relief of victims in
CAUTION
areas affected by the January 12,
2010, earthquake in Haiti and chose to
deduct those amounts on its 2009 return
instead of its 2010 return, do not include
those amounts again on line 19.
Limitation on deduction. The total
amount claimed may not exceed 10% of
taxable income (line 31) computed
without regard to the following:
• Any deduction for contributions.
• The special deductions on line 30b.
• The limitation under section 249 on the
deduction for bond premium.
• The domestic production activities
deduction under section 199.
• Any net operating loss (NOL) carryback
to the tax year under section 172.
• Any capital loss carryback to the tax
year under section 1212(a)(1).
Suspension of 10% limitation for
farmers and ranchers. A corporation
that is a qualified farmer or rancher (as
defined in section 170(b)(1)(E)), and that
does not have publicly traded stock, may
deduct contributions of qualified
conservation property without regard to
the general 10% limit. The total amount of
the contribution claimed for the qualified
conservation property may not exceed
100% of the excess of the corporation’s
taxable income (as computed above
substituting “100%” for “10%” ) over all
other allowable charitable contributions.
Any excess qualified conservation
contributions may be carried over to the
next 15 years subject to the 100%
limitation. See section 170(b)(2)(B).
Carryover. Charitable contributions over
the 10% limitation may not be deducted
for the tax year but may be carried over to
the next 5 tax years.
Special rules apply if the corporation
has an NOL carryover to the tax year. In
figuring the charitable contributions
deduction for the current tax year, the
10% limit is applied using the
corporation’s taxable income after taking
into account any deduction for the NOL.
To figure the amount of any remaining
NOL carryover to later years, taxable
income must be modified (see section
172(b)). To the extent that contributions
are used to reduce taxable income for this
purpose and increase an NOL carryover,
a contributions carryover is not allowed.
See section 170(d)(2)(B).
Cash contributions. For contributions
of cash, check, or other monetary gifts
(regardless of the amount), the
corporation must maintain a bank record,
or a receipt, letter, or other written

!

communication from the donee
organization indicating the name of the
organization, the date of the contribution,
and the amount of the contribution.
Contributions of $250 or more. A
corporation can deduct a contribution of
$250 or more only if it gets a written
acknowledgment from the donee
organization that shows the amount of
cash contributed, describes any property
contributed, and either gives a description
and a good faith estimate of the value of
any goods or services provided in return
for the contribution or states that no
goods or services were provided in return
for the contribution. The acknowledgment
must be obtained by the due date
(including extensions) of the corporation’s
return, or, if earlier, the date the return is
filed. Do not attach the acknowledgment
to the tax return, but keep it with the
corporation’s records.
Contributions of property other than
cash. If a corporation (other than a
closely held or personal service
corporation) contributes property other
than cash and claims a deduction of more
than $500 for the property, it must attach
a schedule to the return describing the
kind of property contributed and the
method used to determine its fair market
value (FMV). Closely held corporations
and personal service corporations must
complete Form 8283, Noncash Charitable
Contributions, and attach it to their
returns. All other corporations generally
must complete and attach Form 8283 to
their returns for contributions of property
(other than money) if the total claimed
deduction for all property contributed was
more than $5,000. Special rules apply to
the contribution of certain property. See
the Instructions for Form 8283.
Qualified conservation
contributions. Special rules apply to
qualified conservation contributions,
including contributions of certain
easements on buildings located in a
registered historic district. See section
170(h) and Pub. 526, Charitable
Contributions.
Other special rules. The corporation
must reduce its deduction for
contributions of certain capital gain
property. See sections 170(e)(1) and
170(e)(5).
A larger deduction is allowed for
certain contributions of:
• Inventory and other property to certain
organizations for use in the care of the ill,
needy, or infants (see section 170(e)(3)),
including contributions of “apparently
wholesome food” (see section
170(e)(3)(C)), and contributions of
qualified book inventory to public schools
(see section 170(e)(3)(D));
• Scientific equipment used for research
to institutions of higher learning or to
certain scientific research organizations
(other than by personal holding
companies and service organizations
(section 170(e)(4)); and

• Computer technology and equipment

for educational purposes (section
170(e)(6)).
For more information on charitable
contributions, including substantiation and
recordkeeping requirements, see section
170 and the related regulations and Pub.
526. For other special rules that apply to
corporations, see Pub. 542.

Line 20. Depreciation
Include on line 20 depreciation and the
cost of certain property that the
corporation elected to expense under
section 179. See Form 4562 and the
Instructions for Form 4562.

Line 21. Depletion
See sections 613 and 613A for
percentage depletion rates applicable to
natural deposits. Also, see section 291 for
the limitation on the depletion deduction
for iron ore and coal (including lignite).
Attach Form T (Timber), Forest
Activities Schedule, if a deduction for
depletion of timber is claimed.
Foreign intangible drilling costs and
foreign exploration and development
costs must either be added to the
corporation’s basis for cost depletion
purposes or be deducted ratably over a
10-year period. See sections 263(i), 616,
and 617 for details.
See Pub. 535 for more information on
depletion.

Line 23. Pension, Profit-Sharing,
etc., Plans
Enter the deduction for contributions to
qualified pension, profit-sharing, or other
funded deferred compensation plans.
Employers who maintain such a plan
generally must file one of the forms listed
below unless exempt from filing under
regulations or other applicable guidance,
even if the plan is not a qualified plan
under the Internal Revenue Code. The
filing requirement applies even if the
corporation does not claim a deduction for
the current tax year. There are penalties
for failure to file these forms on time and
for overstating the pension plan
deduction. See sections 6652(e) and
6662(f). Also see the instructions for the
applicable form.
Form 5500, Annual Return/Report of
Employee Benefit Plan.
Form 5500-SF Short Form Annual
Return/Report of Small Employee Benefit
Plan, instead of Form 5500, generally if
under 100 participants at the beginning of
the plan year.
Note. Form 5500 and Form 5500-SF
must be filed electronically under the
computerized ERISA Filing Acceptance
System (EFAST2). For more information,
see the EFAST2 website at
www.efast.dol.gov.
Form 5500-EZ, Annual Return of
One-Participant (Owners and Their
Spouses) Retirement Plan. File this form
for a plan that only covers the owner (or
the owner and his or her spouse) but only

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if the owner (or the owner and his or her
spouse) owns the entire business.

Line 24. Employee Benefit
Programs
Enter contributions to employee benefit
programs not claimed elsewhere on the
return (e.g., insurance, health, and
welfare programs, etc.) that are not an
incidental part of a pension, profit-sharing,
etc., plan included on line 23.

Line 26. Deductions Allocated and
Apportioned to ECI from Schedule
H, line 20
Enter the total home office deductions
allocated and apportioned to ECI from
Schedule H (Form 1120-F), line 20. See
Schedule H and instructions for additional
information. Attach Schedule H to the
Form 1120-F.
Deductions definitely related and
indirectly allocated and apportioned to
effectively connected income that are not
includible on Form 1120-F, Section II,
lines 12 through 14, 16 and 17, 19
through 25, and 27 are reported on
Schedule H, line 20 and on Form 1120-F,
line 26. Deductions that are includible on
Form 1120-F, Section II, lines 12 through
14, 16 and 17, 19 through 25, and 27 are
those derived from set(s) of books and
records required to be reported on Form
1120-F, Schedule L.
Note. The books and records of a U.S.
office where a trade or business is carried
on do not necessarily constitute all of the
books and records required to be
reported on Schedule L. See the
instructions for Schedule L on page 28.
Deductions that are reported on Form
1120-F, Section II, lines 12 through 14,
lines 16 and 17, lines 19 through 25, and
line 27 are also reconciled to effectively
connected income on Schedule H (Form
1120-F), Part IV, lines 38 through 41.

Line 27. Other Deductions
Attach a schedule, listing by type and
amount, all allowable deductions that are
not deductible elsewhere on Form
1120-F. Enter the total on line 27.
Examples of other deductions include
the following. See Pub. 535 and Pub. 542
for details on other deductions that may
apply to corporations.
• Amortization (see Part VI of Form
4562).
• Certain costs of qualified film or
television productions that the corporation
elects to deduct. See section 181 and
Temporary Regulations section 1.181-1T.
• Certain business start-up and
organizational costs. See page 17.
• Certain environmental remediation
costs that the corporation elects to
deduct. See section 198.
• Certain qualified disaster expenses that
the corporation elects to deduct. See
section 198A.
• Reforestation costs. The corporation
may elect to deduct up to $10,000 of
qualifying reforestation expenses for each
qualified timber property. The corporation
Instructions for Form 1120-F

may elect to amortize over 84 months any
amount not deducted. See Pub. 535.
• Insurance premiums.
• Legal and professional fees.
• Supplies used and consumed in the
business.
• Travel, meals, and entertainment
expenses. Special rules apply (discussed
below).
• Utilities.
• Ordinary losses from trade or business
activities of a partnership (from Schedule
K-1 (Form 1065 or 1065-B)). Do not offset
ordinary income against ordinary losses.
Instead, include the income on line 10.
Show the partnership’s name, address,
and EIN on Schedule P (Form 1120-F). If
the amount is from more than one
partnership, identify the amount from
each partnership on Schedule P.
• Any negative net section 481(a)
adjustment. See the instructions for line
10 on page 16.
• Deduction for certain energy efficient
commercial building property placed in
service during the tax year. See section
179D, Notice 2008-40, 2008-14 I.R.B.
725, and Notice 2006-52, 2006-26 I.R.B.
1175.
• Dividends paid in cash on stock held by
an employee stock ownership plan.
However, a deduction may only be taken
for such dividends if, according to the
plan, the dividends are:
1. Paid in cash directly to the plan
participants or beneficiaries;
2. Paid to the plan, which distributes
them in cash to the plan participants or
their beneficiaries no later than 90 days
after the end of the plan year in which the
dividends are paid;
3. At the election of such participants
or their beneficiaries (a) payable as
provided under 1 or 2 above or (b) paid to
the plan and reinvested in qualifying
employer securities; or
4. Used to make payments on a loan
described in section 404(a)(9).
See section 404(k) for more details
and the limitation on certain dividends.
Do not deduct:
• Fines or penalties paid to a government
for violating any law.
• Any amount that is allocable to a class
of exempt income. See section 265(b) for
exceptions.
• Lobbying expenses. However, see
exceptions below.
Special rules apply to the following
expenses.
Travel, meals, and entertainment.
Subject to limitations and restrictions
discussed below, a corporation may
deduct ordinary and necessary travel,
meals, and entertainment expenses paid
or incurred in its trade or business. Also,
special rules apply to deductions for gifts,
skybox rentals, luxury water travel,
convention expenses, and entertainment
tickets. See section 274 and Pub. 463 for
more details.
Travel. The corporation may not
deduct travel expenses of any individual
Instructions for Form 1120-F

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

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• Amounts paid or incurred in connection

with influencing federal or state legislation
(but not local legislation) or
• Amounts paid or incurred in connection
with any communication with certain
federal executive branch officials in an
attempt to influence the official actions or
positions of the officials. See Regulations
section 1.162-29 for the definition of
“influencing legislation.”
Dues and other similar amounts paid
to certain tax-exempt organizations may
not be deductible. See section 162(e)(3).
If certain in-house lobbying
expenditures do not exceed $2,000, they
are deductible.

Line 29. Taxable Income Before
NOL Deduction and Special
Deductions
At-risk rules. Generally, special at-risk
rules under section 465 apply to closely
held corporations (see Passive activity
limitations on page 17) engaged in any
activity as a trade or business or for the
production of income. These corporations
may have to adjust the amount on line 29
(see below).
The at-risk rules do not apply to:
• Holding real property placed in service
by the taxpayer before 1987;
• Equipment leasing under sections
465(c)(4), (5), and (6); or
• Any qualifying business of a qualified
corporation described in section
465(c)(7).
However, the at-risk rules do apply to
the holding of mineral property.
If the at-risk rules apply, adjust the
amount on line 29 for any section 465(d)
losses. These losses are limited to the
amount for which the corporation is at risk
for each separate activity at the close of
the tax year. If the corporation is involved
in one or more activities, any of which
incurs a loss for the year, report the loss
for each activity separately. Attach Form
6198, At-Risk Limitations, showing the
amount at risk and gross income and
deductions for the activities with the
losses.
If the corporation sells or otherwise
disposes of an asset or its interest (either
total or partial) in an activity to which the
at-risk rules apply, determine the net
profit or loss from the activity by
combining the gain or loss on the sale or
disposition with the profit or loss from the
activity. If the corporation has a net loss, it
may be limited because of the at-risk
rules.
Treat any loss from an activity not
allowed for the tax year as a deduction
allocable to the activity in the next tax
year.

Line 30a. Net Operating Loss
Deduction
A corporation may use the NOL incurred
in one tax year to reduce its taxable
income in another tax year. Enter on line
30a the total NOL carryovers from other
tax years, but do not enter more than the

corporation’s taxable income (after
special deductions). Attach a schedule
showing the computation of the NOL
deduction. Also complete Item S at the
top of page 2 of the form.
The following special rules apply.
• A personal service corporation may not
carry back an NOL to or from any tax year
to which an election under section 444 (to
have a tax year other than a required tax
year) applies.
• A corporate equity reduction interest
loss may not be carried back to a tax year
preceding the year of the equity reduction
transaction (see section 172(b)(1)(E)).
• If an ownership change (described in
section 382(g)) occurs, the amount of the
taxable income of a loss corporation that
may be offset by the pre-change NOL
carryovers may be limited. See section
382 and the related regulations. A loss
corporation must include the information
statement as provided in Regulations
section 1.382-11(a) with its income tax
return for each tax year that it is a loss
corporation in which an ownership shift,
equity structure shift, or other transaction
described in Temporary Regulations
section 1.382-2T(a)(2)(i) occurs. If the
corporation makes the
closing-of-the-books election, see
Regulations section 1.382-6(b).
The limitations under section 382 do
not apply to certain ownership changes
after February 17, 2009, made pursuant
to a restructuring plan under the
Emergency Economic Stabilization Act of
2008. See section 382(n).
For guidance in applying section 382
to loss corporations whose instruments
were acquired by Treasury under certain
programs under the Emergency
Economic Stabilization Act of 2008, see
Notice 2010-2, 2010-2 I.R.B. 251.
• If a corporation acquires control of
another corporation (or acquires its
assets in a reorganization), the amount of
pre-acquisition losses that may offset
recognized built-in gain may be limited
(see section 384).
• If a corporation elects the alternative
tax on qualifying shipping activities under
section 1354, no deduction is allowed for
an NOL attributable to the qualifying
shipping activities to the extent that the
loss is carried forward from a tax year
preceding the first tax year for which the
alternative tax election was made. See
section 1358(b)(2).
• If a corporation has a loss attributable
to a disaster, special rules apply. See the
Instructions for Form 1139.
For more details on the NOL
deduction, see section 172 and the
Instructions for Form 1139.

Line 30b. Special Deductions
See the instructions for Schedule C.

Line 31. Taxable Income or (Loss)
Net operating loss (NOL). If line 31 is
zero or less, the corporation may have an
NOL that may be carried back or forward
as a deduction to other tax years.

Generally, a corporation first carries
back an NOL 2 tax years. However, the
corporation may elect to waive the
carryback period and instead carry the
NOL forward to future tax years. See the
instructions for Item R on page 12.
Special rules and exceptions to the
2-year carryback period apply to certain
NOLs. See the Instructions for Form 1139
for details on these special rules and
other elections that may be available,
which must be made no later than 6
months after the due date (excluding
extensions) of the corporation’s tax
return.

Schedule A—Cost of Goods
Sold
Generally, inventories are required at the
beginning and end of each tax year if the
production, purchase, or sale of
merchandise is an income-producing
factor.
However, if the corporation is a
qualifying taxpayer or a qualifying small
business taxpayer, it may adopt or
change its accounting method to account
for inventoriable items in the same
manner as materials and supplies that are
not incidental (unless its business is a tax
shelter (as defined in section 448(d)(3))).
A qualifying taxpayer is a taxpayer
that, for each prior tax year ending after
December 16, 1998, has average annual
gross receipts of $1 million or less for the
3 prior tax years.
A qualifying small business taxpayer is
a taxpayer (a) that, for each prior tax year
ending on or after December 31, 2000,
has average annual gross receipts of $10
million or less for the 3 prior tax years,
and (b) whose principal business activity
is not an ineligible activity.
Under this accounting method,
inventory costs for raw materials
purchased for use in producing finished
goods and merchandise purchased for
resale are deductible in the year the
finished goods or merchandise are sold
(but not before the year the corporation
paid for the raw materials or
merchandise, if it is also using the cash
method). For additional guidance on this
method of accounting for inventoriable
items, see Pub. 538 and the Instructions
for Form 3115.
Corporations that account for
inventoriable items in the same manner
as materials and supplies that are not
incidental may currently deduct
expenditures for direct labor and all
indirect costs that would otherwise be
included in inventory costs.
Enter amounts paid for all raw
materials and merchandise during the tax
year on line 2. The amount the
corporation may deduct for the tax year is
figured on line 8.
All filers not using the cash method of
accounting should see Section 263A
uniform capitalization rules on page 16
before completing Schedule A.

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Line 1. Inventory at beginning of year.
If the corporation is changing its method
of accounting for the current tax year, it
must refigure last year’s closing inventory
using its new method of accounting and
enter the result on line 1. If there is a
difference between last year’s closing
inventory and the refigured amount,
attach an explanation and take it into
account when figuring the corporation’s
section 481(a) adjustment (explained on
page 16).
Line 4. Additional section 263A costs.
An entry is required on this line only for
corporations that have elected a
simplified method of accounting.
For corporations that have elected the
simplified production method,
additional section 263A costs are
generally those costs, other than interest,
that were not capitalized under the
corporation’s method of accounting
immediately prior to the effective date of
section 263A but are now required to be
capitalized under section 263A. For
details, see Regulations section
1.263A-2(b).
For corporations that have elected the
simplified resale method, additional
section 263A costs are generally those
costs incurred with respect to the
following categories.
• Off-site storage or warehousing.
• Purchasing.
• Handling, such as processing,
assembling, repackaging, and
transporting.
• General and administrative costs
(mixed service costs).
For details, see Regulations section
1.263A-3(d).
Enter on line 4 the balance of section
263A costs paid or incurred during the tax
year not includible on lines 2, 3, and 5.
Line 5. Other costs. Enter on line 5 any
costs paid or incurred during the tax year
not entered on lines 2 through 4. Attach a
schedule.
Line 7. Inventory at end of year. See
Regulations sections 1.263A-1 through
1.263A-3 for details on figuring the
amount of additional section 263A costs
to be included in ending inventory. If the
corporation accounts for inventoriable
items in the same manner as materials
and supplies that are not incidental, enter
on line 7 the portion of its raw materials
and merchandise purchased for resale
that is included on line 6 and was not sold
during the year.
Line 9a. Inventory valuation methods.
Inventories may be valued at:
• Cost,
• Cost or market value (whichever is
lower), or
• Any other method approved by the IRS
that conforms to the requirements of the
applicable regulations cited below.
However, if the corporation is using the
cash method of accounting, it is required
to use cost.
Instructions for Form 1120-F

Generally, a rolling average method
that is used to value inventories for
financial accounting purposes does not
clearly reflect income for federal income
tax purposes. However, if a corporation
uses the average cost method for
financial accounting purposes, there are
two safe harbors under which this method
will be deemed to clearly reflect income
for federal income tax purposes. See
Rev. Proc. 2008-43, 2008-30 I.R.B.186
and Rev. Proc. 2008-52, 2008-36 I.R.B.
587, or its successor, for details.
Corporations that use erroneous
valuation methods must change to a
method permitted for federal income tax
purposes. Use Form 3115 to make this
change.
On line 9a, check the method(s) used
for valuing inventories. Under lower of
cost or market, the term “market” (for
normal goods) means the current bid
price prevailing on the inventory valuation
date for the particular merchandise in the
volume usually purchased by the
taxpayer. For a manufacturer, market
applies to the basic elements of
cost — raw materials, labor, and burden. If
section 263A applies to the taxpayer, the
basic elements of cost must reflect the
current bid price of all direct costs and all
indirect costs properly allocable to goods
on hand at the inventory date.
Inventory may be valued below cost
when the merchandise is unsalable at
normal prices or unusable in the normal
way because the goods are subnormal
due to damage, imperfections, shopwear,
etc., within the meaning of Regulations
section 1.471-2(c). The goods may be
valued at the bona fide selling price,
minus the direct cost of disposition (but
not less than scrap value). Bona fide
selling price means actual offering of
goods during a period ending not later
than 30 days after inventory date.
If this is the first year the Last-in,
First-out (LIFO) inventory method was
either adopted or extended to inventory
goods not previously valued under the
LIFO method provided in section 472,
attach Form 970, Application To Use
LIFO Inventory Method, or a statement
with the information required by Form
970. Also check the LIFO box on line 9c.
On line 9d, enter the amount or the
percent of total closing inventories
covered under section 472. Estimates are
acceptable.
If the corporation changed or extended
its inventory method to LIFO and had to
write up the opening inventory to cost in
the year of election, report the effect of
the write-up as other income (Section II,
line 10) proportionately over a 3-year
period that begins with the year of the
LIFO election (section 472(d)).
For more information on inventory
valuation methods, see Pub. 538. For
more information on changes in the
method of accounting for inventory, see
Form 3115 and the Instructions for Form
3115.
Instructions for Form 1120-F

Schedule C—Dividends and
Special Deductions
For purposes of the 20% ownership test
on lines 1 through 7, the percentage of
stock owned by the corporation is based
on voting power and value of the stock.

Line 1, Column (a)
Enter dividends (except those received on
debt-financed stock acquired after July
18, 1984 – see section 246A) that:
• Are received from
less-than-20%-owned domestic
corporations subject to income tax and
• Qualify for the 70% deduction under
section 243(a)(1).
Also include on line 1:
• Taxable distributions from an IC-DISC
or former DISC that are designated as
eligible for the 70% deduction and certain
dividends of Federal Home Loan Banks.
See section 246(a)(2).
• Dividends (except those received on
debt-financed stock acquired after July
18, 1984) from a regulated investment
company (RIC). The amount of dividends
eligible for the dividends-received
deduction under section 243 is limited by
section 854(b). The corporation should
receive a notice from the RIC specifying
the amount of dividends that qualify for
the deduction.
Report so-called dividends or earnings
received from mutual savings banks, etc.,
as interest. Do not treat them as
dividends.

Line 2, Column (a)
Enter on line 2:
• Dividends (except those received on
debt-financed stock acquired after July
18, 1984) that are received from
20%-or-more-owned domestic
corporations subject to income tax and
that are subject to the 80% deduction
under section 243(c) and
• Taxable distributions from an IC-DISC
or former DISC that are considered
eligible for the 80% deduction.

Line 3, Column (a)
Enter the following:
• Dividends received on debt-financed
stock acquired after July 18, 1984, from
domestic and foreign corporations subject
to income tax that would otherwise be
subject to the dividends-received
deduction under section 243(a)(1),
243(c), or 245(a). Generally,
debt-financed stock is stock that the
corporation acquired by incurring a debt
(e.g., it borrowed money to buy the
stock).
• Dividends received from a RIC on
debt-financed stock. The amount of
dividends eligible for the
dividends-received deduction is limited by
section 854(b). The corporation should
receive a notice from the RIC specifying
the amount of dividends that qualify for
the deduction.

Line 3, Columns (b) and (c)
Dividends received on debt-financed
stock acquired after July 18, 1984, are not

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entitled to the full 70% or 80%
dividends-received deduction. The 70%
or 80% deduction is reduced by a
percentage that is related to the amount
of debt incurred to acquire the stock. See
section 246A. Also, see section 245(a)
before making this computation for an
additional limitation that applies to
dividends received from foreign
corporations. Attach a schedule that
shows how the amount on line 3, column
(c), was figured.

Line 4, Column (a)
Enter dividends received on the preferred
stock of a less-than-20%-owned public
utility that is subject to income tax and is
allowed the deduction provided in section
247 for dividends paid.

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

Line 6, Column (a)
Enter the U.S.-source portion of dividends
that:
• Are received from
less-than-20%-owned foreign
corporations and
• Qualify for the 70% deduction under
section 245(a). To qualify for the 70%
deduction, the corporation must own at
least 10% of the stock of the foreign
corporation by vote and value.

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

Line 8, Column (c)
Limitation on dividends-received
deduction. Generally, line 8, column (c),
may not exceed the amount from the
worksheet below. However, in a year in
which an NOL occurs, this limitation does
not apply, even if the loss is created by
the dividends-received deduction. See
sections 172(d) and 246(b).

Worksheet for Schedule C, line 8

Keep for Your Records

1. Refigure Section II, line 29,
without any domestic
production activities deduction,
without any adjustment under
section 1059, and without any
capital loss carryback to the tax
year under section 1212(a)(1) 1.
2. Multiply line 1 by 80% . . . . . . 2.
3. Add lines 2, 5, and 7, column
(c), and the part of the
deduction on line 3, column (c),
that is attributable to dividends
from 20%-or-more-owned
corporations . . . . . . . . . . . . 3.

4. Enter the smaller of line 2 or 3.
If line 3 is greater than line 2,
stop here; enter the amount
from line 4 on line 8, column
(c), and do not complete the
rest of this worksheet . . . . . .
5. Enter the total amount of
dividends from
20%-or-more-owned
corporations that are included
on lines 2, 3, 5, and 7, column
(a) . . . . . . . . . . . . . . . . . . .
6. Subtract line 5 from line 1 . . .
7. Multiply line 6 by 70% . . . . . .
8. Subtract line 3 above from line
8, column (c) . . . . . . . . . . . .
9. Enter the smaller of line 7 or
line 8 . . . . . . . . . . . . . . . . .
10. Dividends-received
deduction after limitation
(sec. 246(b)). Add lines 4 and
9. Enter the result here and on
line 8, column (c) . . . . . . . . .

4.

5.
6.
7.
8.
9.

10.

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

Line 11, Column (a)
Enter taxable distributions from an
IC-DISC or former DISC that are
designated as not eligible for a
dividends-received deduction.
No deduction is allowed under section
243 for a dividend from an IC-DISC or
former DISC (as defined in section
992(a)) to the extent the dividend:
• Is paid out of the corporation’s
accumulated IC-DISC income or
previously taxed income or
• Is a deemed distribution under section
995(b)(1).

Line 12, Column (a)
Include the following:
• Dividends (other than capital gain
distributions reported on Schedule D
(Form 1120) and exempt-interest
dividends) that are received from RICs
and that are not subject to the 70%
deduction.
• Dividends from tax-exempt
organizations.
• Dividends (other than capital gain
distributions) received from a REIT that
qualifies, for the tax year of the trust in
which the dividends are paid, under
sections 856 through 860.
• Dividends not eligible for a dividendsreceived deduction, which include the
following.
1. Dividends received on any share of
stock held for less than 46 days during
the 91-day period beginning 45 days
before the ex-dividend date. When
counting the number of days the
corporation held the stock, you may not
count certain days during which the
corporation’s risk of loss was diminished.
See section 246(c)(4) and Regulations
section 1.246-5 for more details.
2. Dividends attributable to periods
totaling more than 366 days that the

corporation received on any share of
preferred stock held for less than 91 days
during the 181-day period that began 90
days before the ex-dividend date. When
counting the number of days the
corporation held the stock, you may not
count certain days during which the
corporation’s risk of loss was diminished.
See section 246(c)(4) and Regulations
section 1.246-5 for more details.
Preferred dividends attributable to periods
totaling less than 367 days are subject to
the 46-day holding period rule discussed
above.
3. Dividends on any share of stock to
the extent the corporation is under an
obligation (including a short sale) to make
related payments with respect to positions
in substantially similar or related property.
• Any other taxable dividend income not
properly reported elsewhere on Schedule
C.
If patronage dividends or per-unit
retain allocations are included on line 12,
identify the total of these amounts in a
schedule and attach it to Form 1120-F.

Line 13, Column (c)
Section 247 allows public utilities a
deduction of 40% of the smaller of:
• Dividends paid on their preferred stock
during the tax year or
• Taxable income computed without
regard to this deduction.
In a year in which an NOL occurs,
compute the deduction without regard to
section 247(a)(1)(B). See section 172(d).

Schedule J—Tax Computation
Line 1
If the corporation is a member of a
controlled group, as defined in section
1563, check the box on line 1 and
complete and attach Schedule O (Form
1120), Consent Plan and Apportionment
Schedule for a Controlled Group.
Component members of a controlled
group must use Schedule O to report the
apportionment of taxable income, income
tax, and certain tax benefits between the
members of the group. See Schedule O
and the Instructions for Schedule O for
more information.

Line 2. Income Tax
If the corporation is a member of a
controlled group and is filing Schedule O
(Form 1120), enter the corporation’s tax
from Part III of Schedule O. Most
corporations that are not members of a
controlled group should figure their tax
using the Tax Rate Schedule below.
Qualified personal service corporations
should see the instructions below.

-24-

Tax Rate Schedule
If taxable income (Section II, line 31) is:

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

Of the
But not
amount
over —
Tax is:
over —
$50,000
15%
$0
75,000
$ 7,500 + 25%
50,000
100,000
13,750 + 34%
75,000
335,000
22,250 + 39%
100,000
10,000,000 113,900 + 34%
335,000
15,000,000 3,400,000 + 35% 10,000,000
18,333,333 5,150,000 + 38% 15,000,000
----35%
0

Qualified personal service corporation.
A qualified personal service corporation is
taxed at a flat rate of 35% on its taxable
income. If the corporation is a qualified
personal service corporation, check the
box on line 2, even if the corporation has
no tax liability.
A corporation is a qualified personal
service corporation if it meets both of the
following tests:
• Substantially all of the corporation’s
activities involve the performance of
services in the fields of health, law,
engineering, architecture, accounting,
actuarial science, performing arts, or
consulting and
• At least 95% of the corporation’s stock,
by value, is owned, directly or indirectly,
by (a) employees performing the services,
(b) retired employees who had performed
the services listed above, (c) any estate
of an employee or retiree described
above, or (d) any person who acquired
the stock of the corporation as a result of
the death of an employee or retiree (but
only for the 2-year period beginning on
the date of the employee or retiree’s
death).
Alternative tax on qualified timber
gain. If the corporation is a partner in a
partnership and had net capital gain and
a distributive share of a qualified timber
gain (as defined in section 1201(b)(2))
from the partnership for the period that
began before May 23, 2009, the
corporation may be eligible for an
alternative tax under section 1201(b)(1)
on the portion of its taxable income
attributable to the qualified timber gain.
Enter the alternative tax, if any, on
Schedule J, line 2. Attach a statement
showing the computation of the tax. You
may use Part IV of the 2009 Schedule D
(Form 1120) as a guide. See section
1201(b).
Additional tax under section 197(f). A
corporation that elects to pay tax on the
gain from the sale of an intangible under
the related person exception to the
anti-churning rules should include any
additional tax due under section
197(f)(9)(B) in the total for line 2. On the
dotted line next to line 2, enter “Section
197” and the amount.
Instructions for Form 1120-F

Line 3. Alternative Minimum Tax
(AMT)
A corporation that is not a small
corporation exempt from the AMT
CAUTION
may be required to file Form 4626,
Alternative Minimum Tax — Corporations,
if it claims certain credits, even though it
does not owe any AMT. See Form 4626
for details.
Unless the corporation is treated as a
small corporation exempt from the AMT, it
may owe the AMT if it has any of the
adjustments and tax preference items
listed on Form 4626. The corporation
must file Form 4626 if its taxable income
(or loss) before the NOL deduction,
combined with these adjustments and tax
preference items, is more than the
smaller of $40,000 or the corporation’s
allowable exemption amount (from Form
4626). For this purpose, taxable income
does not include the NOL deduction.
See the Instructions for Form 4626 for
definitions and details on how to figure
the tax.

!

Line 5a. Foreign Tax Credit
A foreign corporation engaged in a U.S.
trade or business during the tax year may
take a credit for income, war profits, and
excess profits taxes paid, accrued, or
deemed paid to any foreign country or
U.S. possession for income effectively
connected with the conduct of a trade or
business in the United States. See
section 906 and Form 1118, Foreign Tax
Credit – Corporations.

Line 5b. General Business Credit
Include on line 5b the corporation’s
allowable credit from Form 3800, Part II,
line 32.
The corporation is required to file Form
3800, General Business Credit, to claim
most business credits. See the
Instructions for Form 3800 for exceptions.
For a list of allowable credits, see Form
3800. Also, see the applicable credit form
and its instructions.
Also include on line 5b the amount of
any qualified electric vehicle passive
activity credits from prior years allowed
for the current tax year from Form 8834,
Qualified Plug-in Electric and Electric
Vehicle Credit, line 29.

Line 5c. Credit for Prior Year
Minimum Tax
To figure the minimum tax credit and any
carryforward of the credit, use Form 8827,
Credit for Prior Year Minimum
Tax – Corporations.

Line 5d. Bond credits from Form
8912
Enter the amount of any allowable credit
from Form 8912, Credit to Holders of Tax
Credit Bonds, line 18.

Line 8. Other Taxes
Include any of the following taxes and
interest in the total on line 8. Check the
appropriate box(es) for the form, if any,
used to compute the total.
Instructions for Form 1120-F

Recapture of investment credit. If the
corporation disposed of investment credit
property or changed its use before the
end of its useful life or recovery period, or
is required to recapture a qualifying
therapeutic discovery project grant, enter
the increase in tax from Form 4255,
Recapture of Investment Credit.
Recapture of low-income housing
credit. If the corporation disposed of
property (or there was a reduction in the
qualified basis of the property) for which it
took the low-income housing credit, it may
owe a tax. See Form 8611, Recapture of
Low-Income Housing Credit.
Interest due under the look-back
methods. If the corporation used the
look-back method for certain long-term
contracts, see Form 8697, Interest
Computation Under the Look-Back
Method for Completed Long-Term
Contracts, for information on figuring the
interest the corporation may have to
include.
The corporation may also have to
include interest due under the look-back
method for property depreciated under
the income forecast method. See Form
8866, Interest Computation Under the
Look-Back Method for Property
Depreciated Under the Income Forecast
Method.
Alternative tax on qualifying shipping
activities. Enter any alternative tax on
qualifying shipping activities from Form
8902, line 30. Check the box for Form
8902.
Other. Additional taxes and interest
amounts may be included in the total
entered on line 8. Check the box for
“Other” if the corporation includes any
additional taxes and interest such as the
items discussed below. See How to report
below for details on reporting these
amounts on an attached schedule.
• Recapture of Indian employment credit.
Generally, if an employer terminates the
employment of a qualified employee less
than 1 year after the date of initial
employment, any Indian employment
credit allowed for a prior tax year because
of wages paid or incurred to that
employee must be recaptured. For
details, see Form 8845 and section 45A.
• Recapture of new markets credit (see
Form 8874).
• Recapture of employer-provided
childcare facilities and services credit
(see Form 8882).
• Interest on deferred tax attributable to
(a) installment sales of certain timeshares
and residential lots (section 453(l)(3)) and
(b) certain nondealer installment
obligations (section 453A(c)).
• Interest due on deferred gain (section
1260(b)).
How to report. If the corporation
checked the “Other” box, attach a
schedule showing the computation of
each item included in the total for line 8
and identify the applicable Code section
and the type of tax or interest.

-25-

Section III—Branch Profits
Tax and Tax on Excess
Interest
Part I—Branch Profits Tax
Section 884(a) imposes a 30% branch
profits tax on the after-tax earnings of a
foreign corporation’s U.S. trade or
business (i.e., effectively connected
earnings and profits (ECEP)) that are not
reinvested in a U.S. trade or business by
the close of the tax year, or are
disinvested in a later tax year. Changes in
the value of the equity of the foreign
corporation’s U.S. trade or business (i.e.,
U.S. net equity) are used as a measure of
whether earnings have been reinvested
in, or disinvested from, a U.S. trade or
business. An increase in U.S. net equity
during the tax year is generally treated as
a reinvestment of earnings for the current
tax year. A decrease in U.S. net equity is
generally treated as a disinvestment of
prior year’s earnings that have not
previously been subject to the branch
profits tax.
The amount subject to the branch
profits tax for the tax year is the dividend
equivalent amount. See Regulations
section 1.884-1(b).
Other entities subject to the branch
profits tax.
• A foreign corporate partner of a
partnership engaged in a U.S. trade or
business is subject to the branch profits
tax on its ECEP attributable to its
distributive share of effectively connected
income.
• A foreign government is subject to both
the branch profits tax and the
branch-level interest taxes. However, no
branch profits tax or branch-level interest
tax will be imposed on ECEP and interest
accrued prior to September 11, 1992. See
Regulations section 1.884-0.

Line 2
Attach a schedule showing the following
adjustments (based on the principles of
section 312) to the corporation’s line 1
effectively connected taxable income
(ECTI) (before the NOL deduction and
special deductions) to get ECEP:
• Positive adjustments for certain
effectively connected income items that
are excluded from ECTI but that must be
included in computing ECEP (such as
tax-exempt interest income).
• Positive adjustments for certain items
deducted in computing ECTI but that may
not be deducted in computing ECEP.
Include adjustments for certain
deductions claimed in computing ECTI,
such as:
1. Excess of percentage depletion
over cost depletion,
2. Excess of accelerated depreciation
over straight line depreciation (but only if
20% or more of the foreign corporation’s
gross income from all sources is U.S.
source), and
3. Capital loss carrybacks and
carryovers.

• Negative adjustments for certain

deductible items (that are allocable to
effectively connected income) that may
not be deducted in computing ECTI but
that must be deducted in computing
ECEP (e.g., federal income taxes, capital
losses in excess of capital gains, and
interest and expenses that are not
deductible under section 265).
Note. Do not reduce ECEP by any
dividends or other distributions made by
the foreign corporation to its shareholders
during the year.
See Temporary Regulations section
1.884-2T for any adjustments to ECEP
due to a reorganization, liquidation, or
incorporation.
Exceptions. Do not include the following
types of income when computing ECEP:
• Income from the operation of ships or
aircraft exempt from taxation under
section 883(a)(1) or (2).
• FSC income and distributions treated
as effectively connected income under
section 921(d) or 926(b), as in effect
before their repeal, that are not otherwise
effectively connected income.
• Gain on the disposition of an interest in
a domestic corporation that is a U.S. real
property interest under section
897(c)(1)(A)(ii) if the gain is not otherwise
effectively connected income.
• Related person insurance company
income that a taxpayer elects to treat as
effectively connected income under
section 953(c)(3)(C) if the income is not
otherwise effectively connected income.
• Income that is exempt from tax under
section 892.
• Interest income derived by a
possession bank from U.S. obligations if
the interest is treated as effectively
connected income under section 882(e)
and is not otherwise effectively connected
income.
Note. Deductions and other adjustments
attributable (under the principles of
Regulations section 1.861-8) to the types
of income not includible in ECEP listed
above do not reduce ECEP.

Lines 4a and 4b. U.S. Net Equity
U.S. net equity is U.S. assets reduced by
U.S. liabilities. U.S. net equity may be
less than zero. See Temporary
Regulations section 1.884-2T for specific
rules regarding the computation of the
foreign corporation’s U.S. net equity due
to a reorganization, liquidation, or
incorporation.
U.S. assets. In general, property is a
U.S. asset if all income from its use and
all gain from its disposition (if used or sold
on the last day of the tax year) are or
would be effectively connected income.
The amount of property taken into
account as a U.S. asset is the adjusted
basis (for purposes of computing earnings
and profits) of the property. Special rules
exist for specific types of property, such
as depreciable property, inventory, and
installment obligations. Special rules also
exist to determine the amount of a
partnership interest that is treated as a

U.S. asset. See Regulations section
1.884-1(d).
U.S. liabilities. In general, U.S. liabilities
are U.S.-connected liabilities of a foreign
corporation (determined under
Regulations section 1.882-5), computed
as of the end of the tax year, rather than
as an average, as required under
Regulations section 1.882-5. Special
rules may apply to foreign insurance
companies. For more details, see
Regulations section 1.884-1(e).
If the corporation is electing to reduce
liabilities under Regulations section
1.884-1(e)(3), attach a statement that it is
making the election and indicate the
amount of the reduction of U.S. liabilities
and the corresponding reduction in
interest expense. The aggregate amount
of the corporation’s liability reduction
elections is also required to be reported
on Schedule I (Form 1120-F), line 7b.
Reporting requirements. In the
schedules required for lines 4a and 4b,
report U.S. assets according to the
categories of U.S. assets in Regulations
section 1.884-1(d). For U.S. liabilities,
show the formula used to calculate the
U.S. liabilities figure.

Line 6. Branch Profits Tax
Qualification for treaty benefits. In
general, a foreign corporation must be a
qualified resident (see definition below) in
the tax year in which it has a dividend
equivalent amount to obtain treaty
benefits for the branch profits tax. It must
also meet the requirements of any
limitation on benefits article in the treaty.
However, a foreign corporation is not
required to be a qualified resident if it
meets the requirements of a limitation on
benefits article of an income tax treaty
that entered into force after December 31,
1986. Treaties other than income tax
treaties do not exempt a foreign
corporation from the branch profits tax.
Foreign corporations that meet the
requirements of the limitation on
benefits article of an income tax treaty
that entered into force after December
31, 1986. Most limitation on benefits
articles of treaties that entered into force
after December 31, 1986, include a series
of objective tests including ownership
tests (generally describing the
circumstances under which individuals,
publicly-traded corporations, subsidiaries
of publicly traded corporations, etc., will
be treated as qualified residents under a
treaty), a base erosion test and a trade or
business test. These tests are
self-executing. A person that does not
meet these objective tests may still be
granted benefits under the treaty (and
may be treated as a qualified resident for
branch profits tax purposes) at the
discretion of the competent authority. See
Rev. Proc. 2006-54, 2006-49 I.R.B. 1035.
Foreign corporations that do not meet
the requirements of a limitation on
benefits article of an income tax treaty
that entered into force after December

-26-

31, 1986. A foreign corporation that does
not meet the requirements of a limitation
on benefits article of an income tax treaty
that entered into force after December 31,
1986, is a qualified resident of a country
if it meets one of the three tests explained
in the regulations under section 1.884-5.
See these regulations for details on these
tests and certain circumstances in which
a foreign corporation that does not meet
these tests may request a ruling to be
treated as a qualified resident.
Rate of tax. If treaty benefits apply, the
rate of tax is the rate on branch profits
specified in the treaty. If the treaty does
not specify a rate for branch profits, the
rate of tax is the rate specified in the
treaty for dividends paid by a wholly
owned domestic corporation to the foreign
corporation. See Regulations section
1.884-1(g) for applicable rates of tax.
Benefits other than a rate reduction may
be available under certain treaties, such
as the Canadian income tax treaty.
Note. Many treaties listed in
Regulations section 1.884-1(g)(3) and
(g)(4) are no longer in force and have
been replaced by more recently ratified
treaty agreements. The corporation
should use the applicable rate of tax
specified in the treaty agreement currently
in force with the United States.
Effect of complete termination. If the
foreign corporation has completely
terminated its U.S. trade or business
(within the meaning of Temporary
Regulations section 1.884-2T(a)) during
the tax year, enter zero on line 6, and
complete line 11 at the bottom of page 5
of Form 1120-F.
In general, a foreign corporation has
terminated its U.S. trade or business if it
no longer has any U.S. assets, except
those retained to pay off liabilities. The
foreign corporation (or a related
corporation) may not use assets from the
terminated U.S. trade or business or the
proceeds from their sale in a U.S. trade or
business within 3 years after the complete
termination. The foreign corporation must
also attach Form 8848 extending the
period for assessment for the year of
complete termination to a date not earlier
than the close of the 6th year following
the close of that tax year.
Effect of complete liquidation or
reorganization. If a foreign corporation
transfers its U.S. assets in a liquidation or
reorganization described in section
381(a), see Temporary Regulations
section 1.884-2T(c). If the transferee is a
domestic corporation, the foreign
corporation must also file Form 8848. See
Temporary Regulations section
1.884-2T(c) and Regulations section
1.884-2(c)(2)(iii).
Effect of incorporation under section
351. If a foreign corporation transfers all
or a part of its U.S. assets to a domestic
corporation in a transaction that qualifies
under section 351, see Temporary
Regulations section 1.884-2T(d) for the
rules for determining the foreign
Instructions for Form 1120-F

corporation’s branch profits tax liability in
the year of the transfer, and other rules
applicable to the domestic transferee
corporation. If a foreign corporation
transfers its U.S. assets to another
foreign corporation, the foreign
corporation must compute its branch
profits tax liability under Regulations
section 1.884-1.
Coordination with withholding tax. If a
foreign corporation is subject to the
branch profits tax in a tax year, it will not
be subject to withholding at source
(sections 871(a), 881(a), 1441, or 1442)
on dividends paid out of earnings and
profits for the tax year.

Part II—Tax on Excess
Interest
If a foreign corporation is engaged in a
U.S. trade or business, has effectively
connected gross income, or has U.S.
assets for purposes of Regulations
section 1.882-5, it is subject to the tax on
excess interest.
Excess interest is the interest
apportioned to effectively connected
income of the foreign corporation
(including capitalized and nondeductible
interest) under Regulations section
1.882-5, less branch interest. Branch
interest is the interest paid by the U.S.
trade or business of the foreign
corporation (including capitalized and
other nondeductible interest).
Important: See the instructions for line
10 on page 28 to determine if the foreign
corporation is exempt from the tax on
excess interest. If it is exempt from the
tax, and not simply subject to a reduced
rate of tax, do not complete Part II of
Section III. However, be sure to complete
Item W at the top of page 2 of Form
1120-F.

Line 7a
Enter the amount of interest expense
deduction allocable to effectively
connected income under Regulations
section 1.882-5, from Section II, line 18.

Lines 7b and 7c
Lines 7b and 7c reconcile the deduction
claimed in Section II, line 18 with the
amount of interest expense allocable to
effectively connected income under
Regulations section 1.882-5. Amounts
that increase or decrease the amount
allocable to effectively connected income
are reported on line 7b from Schedule I
(Form 1120-F), line 24d. Line 7c
reconciles to the amount of interest
expense reported on Schedule I (Form
1120-F), line 23. Lines 7b and 7c are
completed as follows:
Line 7b. Enter the inverse of the
amount reported on Schedule I (Form
1120-F), line 24d. For example, if line 24d
is negative, enter as a positive number. If
line 24d is positive, enter as a negative
number. This is the total amount of
interest expense included in the amount
allocable under Regulations section
Instructions for Form 1120-F

1.882-5 that is deferred, capitalized, and
disallowed under other sections after
application of the interest expense
allocation rules. The number on line 24d
will be negative if the corporation has only
disallowed and capitalized expense on
lines 24a and 24c. If the corporation has
currently deductible interest in the current
year reportable on Schedule I (Form
1120-F), line 24b, that was deferred in a
prior year (e.g., under section 163(j)), line
24d may be positive.
Line 7c. Combine lines 7a and 7b.
The combined amount is the amount of
interest expense allocable to effectively
connected income for the year under
Regulations section 1.882-5. The amount
on line 7c must equal the amount on
Schedule I (Form 1120-F), line 23.

All other foreign corporations. In
general, branch interest of foreign
corporations (other than banks) includes:
1. Interest on liabilities shown on the
books and records of the U.S. trade or
business for purposes of Regulations
section 1.882-5(d)(2);
2. Interest on liabilities that are
secured predominantly by U.S. assets or
that cause certain nondeductible interest
(such as capitalized interest) related to
U.S. assets; and
3. Interest on liabilities identified as
liabilities of the U.S. trade or business on
or before the earlier of the date on which
the first interest payment is made or the
due date (including extensions) of the
foreign corporation’s income tax return for
the tax year.

Line 8. Branch Interest

However, a liability may not be
identified under 3 above if the liability is
incurred in the ordinary course of the
foreign corporation’s trade or business, or
if the liability is secured predominantly by
assets that are not U.S. assets. The
interest on liabilities identified in 3 above
that will be treated as interest paid by the
U.S. trade or business is capped at 85%
of the interest of the foreign corporation
that would be excess interest before
considering interest on liabilities identified
in 3 above. See Regulations section
1.884-4.
Interbranch interest. Any interest paid
for interbranch liabilities is disregarded in
computing branch interest of any
corporation.
Eighty-percent rule. If 80% or more of a
foreign corporation’s assets are U.S.
assets, the foreign corporation’s branch
interest will generally equal the interest
reported on line 7c. However, any interest
included on line 7c that has accrued but
has not been paid will not be treated as
branch interest on line 8 unless an
election is made under Regulations
section 1.884-4(c)(1) to treat such interest
as paid in that year for all purposes of the
Code.
If this 80% rule applies, check the box
on line 8.
Note. Branch interest of a foreign
corporation is treated as if paid by a
domestic corporation. A foreign
corporation is thus required to withhold on
interest paid by its U.S. trade or business
to foreign persons (unless the interest is
exempt from withholding under a treaty or
the Code) and is required to file Forms
1042 and 1042-S for the payments.
Special treaty shopping rules apply if
the recipient of the interest paid by the
U.S. trade or business is a foreign
corporation.

Foreign banks. Enter from Schedule I
(Form 1120-F), the sum of line 9, column
(c), and line 22, which is the amount of
interest expense included on books that
give rise to U.S. booked liabilities and that
which is directly allocable to effectively
connected income under Regulations
section 1.882-5(a)(1)(ii). The sum of
these two amounts is the amount of book
interest expense paid or accrued on U.S.
booked liabilities defined in Regulations
section 1.882-5(d)(2).
Definition of branch interest. The term
“branch interest” means interest that is:
1. Paid by a foreign corporation with
respect to a liability that is (A) a U.S.
booked liability within the meaning of
Regulations section 1.882-5(d)(2) (other
than a U.S. booked liability of a partner
within the meaning of Regulations section
1.882-5(d)(2)(vii)); or (B) described in
Regulations section 1.884-1(e)(2)
(relating to insurance liabilities on U.S.
business and liabilities giving rise to
interest expense that is directly allocated
to income from a U.S. asset); or
2. In the case of a foreign corporation
other than a bank (as defined in section
585(a)(2)(B) without regard to the second
sentence thereof), a liability specifically
identified as a liability of a U.S. trade or
business of the foreign corporation on or
before the earlier of the date on which the
first payment of interest is made with
respect to the liability or the due date
(including extensions) of the foreign
corporation’s income tax return for the tax
year provided that (A) the amount of such
interest does not exceed 85% of the
amount of interest of the foreign
corporation that would be excess interest
before taking into account interest treated
as branch interest; (B) certain recipient
notification requirements are satisfied;
and (C) the liability was not incurred in the
ordinary course of a foreign business or
secured by foreign assets, or is not a U.S.
booked liability, or is not an insurance
liability on a U.S. business, or is not a
liability giving rise to interest expense that
is directly allocated to income from a U.S.
asset. See Regulations section
1.884-4(b).

-27-

Line 9b
A foreign bank may treat a percentage of
its excess interest as if it were interest on
deposits and thus exempt from tax.
Multiply the amount on line 9a by the
greater of 85% or the ratio of the foreign
bank’s worldwide interest-bearing

deposits to its worldwide interest-bearing
liabilities as of the close of the tax year.

Line 10. Tax on Excess Interest
The rate of tax on excess interest is the
same rate that would apply to interest
paid to the foreign corporation by a wholly
owned domestic corporation. The tax on
excess interest is not prohibited by any
provision in any treaty to which the United
States is a party. The corporation may
qualify for treaty benefits if it meets
certain requirements. See Line 6, Branch
Profits Tax, on page 26. The corporation
is exempt from the tax on excess interest
if the rate of tax that would apply to
interest paid to the foreign corporation by
a wholly owned domestic corporation is
zero and the foreign corporation qualifies
for treaty benefits.

Schedule L—Balance
Sheets per Books
The balance sheet assets, liabilities and
equity amounts required to be reported on
Schedule L are either the worldwide
assets, liabilities and equity of the
corporation, or, at the taxpayer’s election,
the set(s) of books that contain assets
located in the United States and other
assets used in the trade or business
conducted in the United States. See
Regulations section 1.6012-2(g)(1)(iii). If
a corporation (including a foreign bank)
chooses worldwide reporting on Schedule
L, the profit and loss results from the
same set(s) of books must be used to
report the adjusted worldwide net income
(loss) results in Part I, line 11 of Schedule
M-3 (Form 1120-F).
Set(s) of books based on Regulations
section 1.882-5(d)(2). If the corporation
chooses to limit the Schedule L reporting
to the books that give rise to effectively
connected income from assets located in
the United States and other assets used
in the trade or business, the total assets,
liabilities and equity on the sets of books
that contain these characteristics must be
reported on Schedule L. These are the
total assets, liabilities, and equity
amounts reflected on the same set(s) of
books that give rise to U.S. effectively
connected income and U.S. booked
liabilities (as defined in Regulations
sections 1.882-5(d)(2)(ii)(A) (foreign
corporations other than banks) and
1.882-5(d)(2)(iii) (foreign banking
corporations)).
The set(s) of books required to be
reported on Schedule L by a foreign bank
are the same set(s) of books the foreign
bank must use to derive the net book
income on Schedule M-3 (Form 1120-F),
Part I, line 11. The total assets and
liabilities required to be reported include
the interbranch assets and liabilities and
the noneffectively connected assets
reflected on such books. The set(s) of
books that give rise to U.S. booked
liabilities under Regulations section
1.882-5(d)(2) generally will be the set(s)
of books maintained within the United

States by the corporation’s U.S. trade or
business. However, one or more sets of
books required to be reported on
Schedule L do not have to be maintained
within the United States so long as the
totality of the books reflects a substantial
effectively connected income activity that
gives rise to inclusion of the books’ third
party liabilities as U.S. booked liabilities
under Regulations section 1.882-5(d)(2).
This determination is made under the
facts and circumstances pertaining to
materiality of the effectively connected
income activities reflected on the set of
books in accordance with the
requirements of the interest expense
allocation regulations. See Regulations
section 1.882-5(d)(6), example 5. This
standard is used to determine U.S.
booked liability qualification regardless of
whether the foreign corporation uses the
Adjusted U.S. Booked Liabilities Method
or the Separate Currency Pools Method
to allocate interest expense under
Regulations section 1.882-5.
A Schedule L set of books does not
include a book whose only assets are
those that give rise to effectively
connected income under section
864(c)(6) or (c)(7). A set of books that has
only ECI assets under section 864(c)(6)
and (c)(7) is not a set of books that gives
rise to U.S. booked liabilities under the
applicable test for a bank or a corporation
other than a bank in Regulations section
1.882-5(d)(2). Books and records of this
type are generally books maintained in a
foreign location that include assets either
originated through the material activities
of the U.S. trade or business or assets
formerly held in connection with a U.S.
trade or business that are no longer held
or used for that purpose. Transferred
assets from a set of books of the U.S.
trade or business generally will reflect
assets described in section 864(c)(6) or
(c)(7). See Regulations section
1.884-1(d)(2)(xi), example 5. Securities
that are attributable to a U.S. office of a
banking, financing, or similar business
that are transferred to a foreign location of
a continuing U.S. banking office remain
attributable to such U.S. office under
Regulations section 1.864-4(c)(5)(iii) and
do not constitute assets described in
section 864(c)(6) or (c)(7). However, a
foreign set of books and records that
reflects securities of a banking, financing,
or similar business that gives rise to ECI,
may or may not constitute books that give
rise to U.S. booked liabilities under the
facts and circumstances. Generally, a
relatively small number of securities
reflected on the books and records of the
home office of a foreign bank that reflects
predominantly noneffectively connected
assets of the same type will not cause the
foreign book to give rise to U.S. booked
liabilities under Regulations section
1.882-5(d)(2)(iii).
If the foreign corporation has more
than one set of books and records that
give rise to U.S. booked liabilities under
Regulations section 1.882-5(d)(2), it must

-28-

report the combined amounts shown on
all such books and records on Schedule
L. For example, the books and records of
a foreign insurance company required to
file Form 1120-F include, but are not
limited to, amounts reported on
statements (e.g., NAIC statements) filed
with a domestic state insurance authority.
If a foreign bank maintains a
consolidation of two or more sets of
books that collectively give rise to U.S.
booked liabilities, the corporation may
report the financial consolidation of such
set of books on Schedule L. See
Regulations section 1.882-5(d)(6),
example 5. However, if the foreign
corporation has a set of books from a
disregarded entity that is not included in a
U.S. trade or business consolidation and
such other set of books gives rise to U.S.
booked liabilities under Regulations
section 1.882-5(d)(2), then such set of
books must be included in the
consolidation of books reported on
Schedule L. Combined books reported on
Schedule L must be adjusted to eliminate
transactions recorded between the
reportable books. However, amounts
recorded between the set(s) of books and
other divisions of the foreign corporation
or disregarded entities whose books do
not give rise to U.S. booked liabilities, are
not eliminated unless the taxpayer
chooses worldwide reporting under the
general rule in Regulations section
1.6012-2(g)(1)(iii).
Line 1. Cash. Corporations other than
banks include certificates of deposit as
cash on line 1. Foreign banks include
certificates of deposit as current or
non-current assets, as the case may be,
in their appropriate interbranch, U.S.
asset or non-U.S. asset categories.
Line 5. Tax-exempt securities. Include:
• State and local government obligations,
the interest on which is excludable from
gross income under section 103(a) and
• Stock in a mutual fund or other
regulated investment company that
distributed exempt-interest dividends
during the tax year of the corporation.
Line 6. Current Assets. On line 6a,
enter all current interbranch assets (in
accordance with the corporation’s
accounting practices) reflected on the
combined sets of books that are
transacted with other books of the
corporation that are not reportable on
Schedule L (including books of
disregarded entities, if applicable). On line
6b, enter the current non-U.S. assets on
the sets of books reportable on Schedule
L. Non-U.S. assets are third-party assets
(whether with related or unrelated parties)
that give rise only to noneffectively
connected income. On line 6c, enter the
current U.S. assets on the Schedule L
reportable books. U.S. assets are assets
that give rise to effectively connected
income and constitute U.S. assets in
whole or in part under Regulations
section 1.884-1(d). Enter assets held for
trading or dealing to customers in the
applicable category on line 6. Attach a
Instructions for Form 1120-F

schedule to indicate the amount for each
category of current assets included in line
6, such as money market deposits of
banks, trading assets held for the
taxpayer’s own account, dealing assets
held for customers including amounts
recorded on the books of a global dealing
operation that are allocated between ECI
and non-ECI under Proposed Regulations
section 1.863-3(h) and Proposed
Regulations section 1.864-4(c)(2)(iv).
Line 9. Other loans and investments.
On line 9a, enter the amount of other
non-U.S. asset loans and investments to
third parties (whether related or unrelated
parties). Non-U.S. assets in this category
are loans and investments that give rise
to non-effectively connected income. If a
taxpayer has investments that give rise to
ECI in part and non-ECI in part, enter the
proportionate amount of the investment
asset that gives rise to non-ECI on line
9a. Do not include interbranch amounts
on line 9a. On line 9b, report the U.S.
asset loans and investments to third
parties (whether related or unrelated
parties). U.S. asset loans and
investments are assets that give rise to
ECI. If an investment asset gives rise to
ECI in part and non-ECI in part, enter the
proportionate amount of the investment
asset that gives rise to ECI on line 9b.
See Regulations section
1.884-1(d)(2)(vii). Attach a schedule
indicating the amount for each category of
loans and investment assets held by the
corporation that give rise to non-ECI (line
9a) and ECI (line 9b) (e.g., loans to
customers, securities described in
Regulations section
1.864-4(c)(5)(ii)(b)(3)).
Line 15. Other non-current interbranch
assets. Include on line 15 non-current
interbranch amounts on the Schedule L
books recorded with other non-Schedule
L books of the corporation (including
disregarded entities whose books are not
reportable on Schedule L). Non-current
assets are determined in accordance with
the accounting practices of the
corporation on its books and records.
Line 16. Other non-current third-party
assets. Report on line 16a, other
non-current, non-U.S. assets on the
Schedule L books with third-parties
(whether related or unrelated parties).
Non-U.S. assets are those that give rise
to noneffectively connected income.
Attach a schedule to indicate the amount
for each category of non-U.S. assets
(e.g., foreign-related party assets that
give rise to non-ECI under section
864(c)(4)(D)). Report on line 16b, other
non-current U.S. assets on the Schedule
L books with third parties (whether related
or unrelated parties). U.S. assets are
those that give rise to effectively
connected income in accordance with
Regulations section 1.884-1(d). Attach a
schedule indicating the amount for each
category of assets that give rise to ECI.
Line 19. Mortgages, notes, bonds
payable in less than 1 year. Enter on
line 19a, interbranch liabilities on the
Instructions for Form 1120-F

Schedule L books that are payable in less
than one year to books of the corporation
that are not reportable on Schedule L
(including books of disregarded entities
that are not reportable on Schedule L).
Report only interbranch liabilities that
accrue or pay interest on the Schedule L
books and records to other books of the
corporation in accordance with the
corporation’s internal accounting
practices. Attach a schedule indicating
the amount for each category of
interbranch liabilities (e.g., money market
deposit liabilities, other short-term
liabilities, etc.). On line 19b, enter
liabilities on the Schedule L books that
are payable in less than one year to third
parties (whether related or unrelated).
Attach a schedule indicating the amount
for each category of liability owed to third
parties (e.g., money market deposit
liabilities, other short-term borrowings,
Vostro accounts, etc.).
Line 22. Mortgages, notes, bonds
payable in 1 year or more. Enter on
line 22a, interbranch liabilities on the
Schedule L books that are payable in one
year or more to books of the corporation
that are not reportable on Schedule L
(including books of disregarded entities
that are not reportable on Schedule L).
Report only interbranch liabilities that
accrue or pay interest on the Schedule L
books and records to other books of the
corporation in accordance with the
corporation’s internal accounting
practices. Attach a schedule indicating
the amounts for each category of liability
(e.g., long-term interbranch borrowings).
Enter on line 22b, liabilities on the
Schedule L books that are payable in one
year or more to third parties (whether
related or unrelated parties). Attach a
schedule indicating the amounts for each
category of liability (e.g., long-term
certificates of deposit, other long-term
borrowings, etc.).
Line 24. Other liabilities. Enter on line
24a, other interbranch liability amounts on
the Schedule L books owed to other
books of the corporation (including to
books of disregarded entities) not
reportable on Schedule L, including
amounts that do not give rise to interest
accruals or payments in accordance with
the corporation’s internal accounting
practices. Attach a schedule indicating
the amount for each category of
interbranch liability reported on line 24a.
Enter on line 24b, other liability amounts
on the Schedule L books owed to third
parties (whether related or unrelated
parties) including amounts that do not
give rise to interest accruals or payments
in accordance with the corporation’s
accounting practices. Attach a schedule
indicating the amount for each category of
third-party liability reported on line 24b.
Line 29. Adjustments to shareholders’
equity. Some examples of adjustments
to report on this line include:
• Unrealized gains and losses on
securities held “available for sale.”

-29-

• Foreign currency translation

adjustments.
• The excess of additional pension
liability over unrecognized prior service
cost.
• Guarantees of employee stock (ESOP)
debt.
• Compensation related to employee
stock award plans.
If the total adjustment to be entered on
line 29 is a negative amount, enter the
amount in parentheses.
Adaptation of Schedule L for
treaty-based reporting. The set(s) of
books reported on Schedule L for
treaty-based reporting purposes will
generally be the same set(s) of books
reported on Schedule L as described on
page 28. However, certain books that
give rise to effectively connected income
might not necessarily give rise to
treaty-based reporting. For example, the
assets on a set of books could still be
attributed to a U.S. office for effectively
connected income reporting purposes
even when transferred away from the
U.S. permanent establishment for treaty
reporting purposes (see, for example,
Regulations section 1.864-4(c)(5)(iii)) if
under the facts and circumstances, such
assets also constitute a set of books that
give rise to U.S. booked liabilities under
Regulations section 1.882-5(d)(2). Under
such circumstances, the set of books
would remain reportable on Schedule L
for Code-based reporting purposes, but
for treaty-based reporting purposes, such
transfer may effect attribution to another
part of the corporate enterprise under a
functional and factual analysis and no
longer be reportable on Schedule L as
part of the U.S. permanent establishment
after the transfer is made. Additionally, a
set of books having no effectively
connected income or U.S. booked
liabilities under Regulations section
1.882-5(d)(2) might still constitute a set of
books of the U.S. permanent
establishment because the items
recorded thereon are primarily attributable
to the U.S. permanent establishment
under the application by analogy of the
OECD Transfer Pricing Guidelines as
authorized by the relevant treaty (e.g.,
see Article 7 (Business Profits) and the
accompanying Exchange of Notes to the
U.S. income tax treaties with the United
Kingdom (2004), Japan (2005), Germany
(2008), Belgium (2008), Canada (2009),
Bulgaria (2009), and Iceland (2009), each
of which provides for application of the
OECD Transfer Pricing Guidelines in the
determination of the attribution of
business profits to a U.S. permanent
establishment). In such cases, the set(s)
of books that must be reported on
Schedule L are those of the U.S.
permanent establishment as determined
under the OECD Transfer Pricing
Guidelines.

Schedules M-1 and M-3
A corporation with total assets of $10
million or more on the last day of the tax

year that are reportable on Schedule L,
must complete Schedule M-3 (Form
1120-F) instead of Schedule M-1. A
corporation filing Form 1120-F that is not
required to file Schedule M-3 may
voluntarily file Schedule M-3 instead of
Schedule M-1. See the Instructions for
Schedule M-3 (Form 1120-F) for more
information.

Note. If Schedule M-3 is completed in
lieu of Schedule M-1, the corporation is
still required to complete Schedule M-2.
If Schedule M-3 is not required, the
foreign corporation must report on line 1
of Schedule M-1 the net income (loss) per
the set of books taken into account on
Schedule L.
The foreign corporation must report on
line 1 of Schedule M-2 the balance of

unappropriated retained earnings per the
set(s) of books taken into account on
Schedule L.
Do not complete Schedules M-1 and
M-2 (Form 1120-F) if total assets at the
end of the tax year (line 17, column (d) of
Schedule L) are less than $25,000.

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 will vary depending on individual circumstances. The estimated average times
are:

Form

Recordkeeping

Learning about
the law or the form

Preparing the form

Copying,
assembling,
and sending the
form to the IRS

1120-F
Sch. H (Form 1120-F)
Sch. I (Form 1120-F)
Sch. P (Form 1120-F)
Schs. M-1 and M-2 (Form 1120-F)
Sch. M-3 (Form 1120-F)
Sch. S (Form 1120-F)
Sch. V (Form 1120-F)

82 hrs., 30 min.
15 hrs., 18 min.
19 hrs., 36 min.
7 hrs., 10 min.
8 hrs., 7 min.
96 hrs., 8 min.
8 hrs., 36 min.
9 hrs., 19 min.

38 hrs., 34 min.
3 hrs., 37 min.
10 hrs., 57 min.
2 hrs., 47 min.
12 min.
13 hrs., 3 min.
4 hrs., 40 min.
24 min.

59 hrs., 18 min.
8 hrs., 41 min.
13 hrs., 37 min.
3 hrs., 1min.
20 min.
26 hrs., 22 min.
5 hrs.
33 min.

5 hrs., 5 min.
1 hr., 20 min.
32 min.
--------3 hrs., 13 min.
---------

If you have comments concerning the accuracy of these time estimates or suggestions for making these forms simpler, we would
be happy to hear from you. You may write to Internal Revenue Service, Tax Products Coordinating Committee,
SE:W:CAR:MP:T:T:SP, 1111 Constitution Ave. NW, IR-6526, Washington, DC 20224. Do not send the tax form to this office.
Instead, see Where To File on page 4.

-30-

Instructions for Form 1120-F

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

Using the list of activities and codes below,
determine from which activity the company derives
the largest percentage of its “total receipts.” Total
receipts is defined as the sum of gross receipts or
sales (page 3, line 1a) plus all other income (page 3,
lines 4 through 10). 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).

Once the principal business activity is determined,
entries must be made on page 1, items F(1), F(2),
and F(3). For the business activity code number,
enter the six digit code selected from the list below in
item F(1). In item F(2), enter the company’s
business activity. Finally, enter a brief description of
the principal product or service of the company in
item F(3).

Code

Code

Code

Code

Agriculture, Forestry, Fishing
and Hunting

Heavy and Civil Engineering
Construction
237100 Utility System Construction
237210 Land Subdivision
237310 Highway, Street, & Bridge
Construction
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)

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
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

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

-31-

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

Form 1120-F (continued)
Code

Code

Code

Code

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

445120
445210
445220
445230
445291
445292
445299

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
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)

Finance and Insurance

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

Convenience Stores
Meat Markets
Fish & Seafood Markets
Fruit & Vegetable Markets
Baked Goods Stores
Confectionery & Nut Stores
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
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)

Transportation and
Warehousing
Air, Rail, and Water Transportation
481000 Air Transportation
482110 Rail Transportation
483000 Water Transportation

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)
Data Processing Services
518210 Data Processing, Hosting, &
Related Services
Other Information Services
519100 Other Information Services
(including news syndicates,
libraries, internet publishing &
broadcasting)

-32-

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
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 32.

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)

Form 1120-F (continued)
Code

Code

Code

Code

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
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)

541920 Photographic Services
541930 Translation & Interpretation
Services
541940 Veterinary Services
541990 All Other Professional,
Scientific, & Technical
Services

621391 Offices of Podiatrists
621399 Offices of All Other
Miscellaneous Health
Practitioners
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

721120 Casino Hotels
721191 Bed & Breakfast Inns
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

Management of Companies
(Holding Companies)
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

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

-33-

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)