Form 851 Form 851 Affilations Schedule

Form

851

Affiliations Schedule

(Rev. December 2010)
Department of the Treasury
Internal Revenue Service
Name of common parent corporation

OMB No. 1545-0025

File with each consolidated income tax return.
For tax year ending
,
▶

Employer identification number

Number, street, and room or suite no. If a P.O. box, see instructions.
City or town, state, and ZIP code

Part I
Corp.
No.

1

Overpayment Credits, Estimated Tax Payments, and Tax Deposits (see instructions)
Name and address of corporation

Portion of
overpayment credits
and estimated
tax payments

Employer
identification
number

Portion of tax
deposited with
Form 7004

Common parent corporation
Subsidiary corporations:

2
3
4
5
6
7
8
9
10
Totals (Must equal amounts shown on the consolidated tax return.)

Part II
Corp.
No.

▶

Principal Business Activity, Voting Stock Information, Etc. (see instructions)
Principal business activity (PBA)

Common parent corporation
1

.

PBA
Code
No.

Stock holdings at beginning of year
Did the subsidiary
make any nondividend
Number
Owned by
Percent of
Percent of
distributions?
of
corporation
voting power
value
shares
no.
Yes
No

Subsidiary corporations:

2

%

%

3

%

%

4

%

%

5

%

%

6

%

%

7

%

%

8

%

%

9

%

%

%

%

10
For Paperwork Reduction Act Notice, see instructions.

Cat. No. 16880G

Form 851 (Rev. 12-2010)

Form 851 (Rev. 12-2010)

Part III

Corp.
No.

(c)

(d)

Page

2

Changes in Stock Holdings During the Tax Year

Name of corporation

Shareholder of
Corporation No.

(a) Changes
Date
of
transaction

Number of
shares
acquired

Number of
shares
disposed of

(b) Shares held after
changes described in
column (a)
Percent of
voting power

If any transaction listed above caused a transfer of a share of subsidiary stock (defined to include
dispositions and deconsolidations), did the share's basis exceed its value at the time of the transfer? See
instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Percent of
value

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

Yes

No

(e)

Did any share of subsidiary stock become worthless within the meaning of section 165 (taking into account
the provisions of Regulations section 1.1502-80(c)) during the taxable year? See instructions . . . .
Yes
No
If the equitable owners of any capital stock shown above were other than the holders of record, provide details of the changes.

(f)

If additional stock was issued, or if any stock was retired during the year, list the dates and amounts of these transactions.

Form 851 (Rev. 12-2010)

Form 851 (Rev. 12-2010)

Part IV
1
Corp.
No.

Page

During the tax year, did the corporation have more than one class of stock outstanding? .
If “Yes,” enter the name of the corporation and list and describe each class of stock.
Name of corporation

.

.

.

.

.

Yes

No

Yes

No

Class of stock

2 During the tax year, was there any member of the consolidated group that reaffiliated within 60 months of
disaffiliation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
If “Yes,” enter the name of the corporation(s) and explain the circumstances.
Corp.
No.

3

Additional Stock Information (see instructions)

Explanation

Name of corporation

3 During the tax year, was there any arrangement in existence by which one or more persons that were not
members of the affiliated group could acquire any stock, or acquire any voting power without acquiring
stock, in the corporation, other than a de minimis amount, from the corporation or another member of the
affiliated group? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Yes
No
If “Yes,” enter the name of the corporation and see the instructions for the percentages to enter in columns
(a), (b), and (c).
(c)
(b)
(a)
Corp.
Percent of outstanding Percent of voting
Name of corporation
No.
Percent of value
voting stock
power
%

%

%

%

%

%

%

%

%

%

%

%

Corp.
(d) Provide a description of any arrangement.
No.

Form 851 (Rev. 12-2010)

Form 851 (Rev. 12-2010)

Instructions
Section references are to the Internal Revenue
Code unless otherwise noted.

Purpose of Form
Use Form 851 to:
1. Identify the common parent corporation
and each member of the affiliated group;
2. Report the amount of overpayment
credits, estimated tax payments, and tax
deposits attributable to each corporation; and
3. Determine that each subsidiary
corporation qualifies as a member of the
affiliated group.

Who Must File
The parent corporation must file Form 851 for
itself and for corporations in the affiliated
group. File Form 851 by attaching it to the
consolidated tax return for the group.

Affiliated Group
An affiliated group is one or more chains of
includible corporations connected through
stock ownership with a common parent
corporation. See sections 1504(a) and (b). The
common parent must be an includible
corporation and the following requirements
must be met.
1. The common parent must own directly
stock that represents at least 80% of the total
voting power and at least 80% of the total
value of the stock of at least one of the other
includible corporations.
2. Stock that represents at least 80% of
the total voting power, and at least 80% of
the total value of the stock of each of the
other corporations (except for the common
parent) must be owned directly by one or
more of the other includible corporations.
For this purpose, the term “stock” generally
does not include any stock that:
1. Is nonvoting,
2. Is nonconvertible,
3. Is limited and preferred as to dividends
and does not participate significantly in
corporate growth, and
4. Has redemption and liquidation rights
that do not exceed the issue price of the
stock (except for a reasonable redemption or
liquidation premium).

Address
Include the suite, room, or other unit number
after the street address. If the Post Office
does not deliver mail to the street address
and the corporation has a P.O. box, show the
box number instead.

Corporation Numbers
When listing information in Parts II, III, and IV,
use the same number for the common parent
corporation and for each subsidiary
corporation as the number listed in Part I.

Page

Part I
Portion of overpayment credits and
estimated tax payments. Enter for the
common parent corporation and for each
subsidiary corporation the amount of:
• Overpayments of tax from the prior tax year
that each corporation elected to credit to the
current year’s tax, and
• Estimated tax payments made by each
corporation.
The total must be the same as the amounts
entered on the lines for overpayments and
estimated tax payments on the consolidated
income tax return.
Tax deposited with Form 7004. Enter for the
common parent the tax deposited with Form
7004, Application for Automatic 6-Month
Extension of Time To File Certain Business,
Income Tax, Information, and other Returns,
that is attributable to each corporation. The
total must be the same as the amount
entered on the “Tax deposited with Form
7004” line on the consolidated income tax
return.

Part II
Principal Business Activity (PBA) and PBA
Code No. Enter the PBA and the PBA code
number for the common parent corporation
and for each subsidiary corporation. Use the
activity for the specific industry group from
which the largest percentage of each
corporation’s total receipts is based.
A list of the PBAs and code numbers is
located in the Instructions for Form 1120.
Nondividend distributions. Nondividend
distributions are any distributions (other than
stock dividends and distributions in exchange
for stock) made to shareholders during the
tax year for which the consolidated tax return
is filed that were in excess of the
corporation’s current and accumulated
earnings and profits. See sections 301 and
316 and Form 5452, Corporate Report of
Nondividend Distributions.

Part III
Question (c). For this purpose, the term
“transfer” includes transactions in which (1) a
shareholder-member ceases to own a share
of subsidiary stock in a transaction in which
the shareholder-member recognizes income,
gain, deduction, or loss on the stock; (2) a
shareholder-member and the subsidiary
cease to be members of the same
consolidated group; and (3) a non-member
acquires the share from a member. If any type
of transfer occurs and the share's basis would
otherwise exceed its value at the time of the
transfer, certain adjustments to members'
bases in shares of the subsidiary's stock and
to the subsidiary's attributes may be required.
See Regulations section 1.1502-36.
Question (d). If a share of subsidiary stock
becomes worthless within the meaning of
section 165 (taking into account the
provisions of Regulations section
1.1502-80(c)) during the group's taxable year,
certain adjustments to shareholder-members'
bases in shares of the subsidiary's stock and/
or to the subsidiary's attributes may be
required. See Regulations sections 1.1502-19
(b)(1)(iv) (if the basis of the share is equal to or
less than zero) and 1.1502-36 (if the basis of
the share is greater than zero).

4

Item (e). The term “equitable owners” of
stock means those that essentially have all
the rights to enjoy the benefits of stock
ownership without actually holding the stock,
e.g., beneficiary of a trust.

Part IV
Question 1. For purposes of question 1 only,
disregard certain preferred stock as described
in section 1504(a)(4).
Question 3. The term “arrangement”
includes, but is not limited to, phantom stock,
stock appreciation rights, an option, warrant,
conversion feature, or similar arrangements.
Item 3a. Show the percentage of the value of
the outstanding stock that the person(s) could
acquire.
Item 3b. If the arrangement was associated
with voting stock, show the percentage of
outstanding voting stock that the person(s)
could acquire.
Item 3c. If the arrangement was associated
with the acquisition of voting power without
the acquisition of the related stock, show the
percentage of voting power that the person(s)
could acquire.
Item 3d. Give a brief description of any
arrangement (defined above) by which a
person that is not a member of the affiliated
group could acquire any stock, or acquire any
voting power without acquiring stock, in the
corporation.

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