5452 Corporate Report of Nondividend Distributions

Form

5452

Corporate Report of Nondividend Distributions

(Rev. October 2018)
Department of the Treasury
Internal Revenue Service

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For calendar year ending December 31,

OMB No. 1545-0123

Attach to the corporation’s income tax return.
Go to www.irs.gov/Form5452 for instructions and the latest information.
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Employer identification number

Name

A Has the corporation filed a Form 5452 for a prior calendar year? .
If “Yes,” enter the applicable year(s)

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Yes

No

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Yes

No

C Are any of the distributions from an S corporation's accumulated adjustments account? .
If “Yes,” enter the balance at the beginning of the tax year

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Yes

No

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B Are any of the distributions part of a partial or complete liquidation?
If “Yes,” attach explanation.

D Earnings and Profits (See Supporting
Information in instructions.)

E Shareholders at Date of Last Dividend
Payment

• Accumulated earnings and profits
(since February 28, 1913) at the
beginning of the tax year . . . ▶

$

• Number of individuals . . . .
• Number of partnerships . . . .
• Number of corporations and other
shareholders . . . . . . .

• Actual earnings and profits for the
current tax year . . . . . . ▶

$

F Corporate Distributions (see instructions)

Date Paid

Total Amount Paid
(Common (C),
Preferred (P),
Other (O))

$

Totals

$

Amount Paid During Calendar Year From Earnings & Profits
Since February 28, 1913

Amount
Per
Share

$

From the
Current Year

Accumulated

Total

Percentage
Taxable

Amount Paid During
Calendar Year From
Other Than Earnings
& Profits Since
February 28, 1913

$

$

$

%$

$

$

$

$

For Paperwork Reduction Act Notice, see the instructions.

Cat. No. 11881T

Percentage
Nontaxable

%

Form 5452 (Rev. 10-2018)

Page 2

Form 5452 (Rev. 10-2018)

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

Future Developments
For the latest information about developments related to Form
5452 and its instructions, such as legislation enacted after they
were published, go to www.irs.gov/Form5452.

Purpose of Form
Complete Form 5452 if the corporation made nondividend
distributions to shareholders under section 301, section
1368(c)(3), section 1371(e), or section 1371(f).

Who Must File
All corporations that have made nondividend distributions to
their shareholders must file Form 5452. If the corporation is a
member of a consolidated group, the parent corporation must
file Form 5452.
An S corporation should file this form when distributions are
made under section 1371(e), 1371(f), or in the year when
distributions fully exhaust accumulated earnings and profits.

How and When To File
A calendar tax year corporation must attach Form 5452 and the
items listed under Supporting Information to its income tax
return due for the tax year in which the nondividend
distributions were made.
A fiscal tax year corporation must attach Form 5452 and the
items listed under Supporting Information to its income tax
return due for the first fiscal year ending after the calendar year
in which the nondividend distributions were made.

Nondividend Distributions
Nondividend distributions are distributions made to
shareholders in the normal course of business.
They are considered fully or partially nontaxable as dividends
only because the paying corporation’s current and
accumulated earnings and profits are less than the
distributions. Nondividend distributions do not include tax-free
stock dividends or distributions exchanged for stock in
liquidations or redemptions.

Supporting Information
1. Attach the following information to Form 5452. See Rev.
Proc. 75-17, 1975-1 C.B. 677.
• A computation of earnings and profits for the tax year (see the
example of a filled-in worksheet and a blank worksheet below).
If the corporation was required to complete Schedule M-1 (Form
1120) or Schedule M-3 (Form 1120) for the tax year, also attach
a schedule of the differences between the earnings and profits
computation and the Schedule M-1 or Schedule M-3.
• A year-by-year computation of the accumulated earnings and
profits, and a schedule of differences since the origin of the
company, February 28, 1913, or the last year that information
was furnished, whichever is later.

• If the corporation was required to complete Schedule L (Form
1120) for the tax year, a tax basis balance sheet. Show the
application of the net differences to the balance sheet items as
shown on Schedule L. Explain any further adjustments
necessary to figure the balance sheet on a tax basis. If the
corporation used an accelerated method of depreciation, attach
a schedule of the depreciation (and any amortization) figured
under the straight line method. Also attach a reconciliation of
any difference between that amount and the amount deducted
on Form 1120 or other comparable return. See Exhibits B and C
in Rev. Proc. 75-17.
2. The parent of a consolidated group must also attach the
following information.
• A schedule that shows the allocation of the consolidated tax
liability and identifies the method used. (Indicate if an
intercompany agreement is in effect.)
• A schedule that shows the taxable income or loss of each
member of the consolidated group.
• For each member of a consolidated group that made
nondividend distributions, provide the information requested in
item 1 above.

F. Corporate Distributions
Complete Part F, showing the taxable and nontaxable status of
distributions reported to shareholders. The percentage of
distributions that is taxable and the percentage that is
nontaxable are based on the amounts shown on each line in the
column labeled “Total Amount Paid.” If noncash distributions
were made, attach a statement and show both the tax bases
and fair market values.
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 burden
for business taxpayers filing this form is approved under OMB
control number 1545-0123 and is included in the estimates
shown in the instructions for their business income tax return.
If you have comments concerning the accuracy of these time
estimates or suggestions for making this form simpler, we would
be happy to hear from you. See the instructions for the tax
return with which this form is filed.

Page 3

Form 5452 (Rev. 10-2018)

Example of a Filled-In Worksheet for Figuring Current Year Earnings and Profits
XYZ Corporation, EIN 00-0000000
123 Main Street
Anycity, Yourstate 20200

Date Incorporated:
Method of Accounting:

1
2
3
4
5
6
a
b
c
d
e
7
a
b
c
d
8
9
10

Retained Earnings
Shown in Books

Earnings and Profits
Current Year

Debit

Debit

Credit

Credit

Accumulated
Earnings and
Profits
Credit
Balance

Key

Balance forward 12/31/
Year
Taxable income* from Form 1120, line 28 (or
comparable line of other income tax return) . .
Federal income taxes per books and tax return
Excess of capital losses over capital gains (tax basis)
Depreciation adjustment on earnings and profits
(section 312(k)) . . . . . . . . . . .
Depreciation adjustment on sale of property .
Total itemized expenses from line 5, Schedule M-1
Travel and entertainment . . . . . . . .
Life insurance premium greater than cash
surrender value (CSV) . . . . . . . . .
Nondeductible interest paid for tax-exempt bonds
Contributions carryover . . . . . . . .
Other (list separately) . . . . . . . . .
Total itemized income from line 7, Schedule M-1
Life insurance proceeds greater than CSV . .
Bad debt recovery (not charged against taxable
income) . . . . . . . . . . . . .
Tax-exempt interest on municipal bonds. . .
Other (list separately) . . . . . . . . .
Refund of prior year federal income taxes . .
Reserve for contingencies . . . . . . .
Additional adjustments:

SAMPLE

11
Totals . . . . . . . .
Current Year Earnings and Profits
Cash Distributions:

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From current year earnings and profits . .
From accumulated earnings and profits .
Total distribution from earnings and profits
From other distribution . . . . . . .
Total distribution . . . . . . . . .

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Total cash distributions . .
Totals . . . . . . .
Current year change . . .
Balance forward 12/31/

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Explanation of Key
a - Identical items on the same line.
b - Item offset in 2016. Bad debt reserve method used for book accounting.
c - Item partially offset.
* Taxable income before net operating loss deduction and special deductions.

Form 5452 (Rev. 10-2018)

Page 4

Form 5452 (Rev. 10-2018)

Worksheet for Figuring Current Year Earnings and Profits
Date Incorporated:
Method of Accounting:

1
2
3
4
5
6
a
b
c
d
e
7
a
b
c
d
8
9
10

Retained Earnings
Shown in Books

Earnings and Profits
Current Year

Debit

Debit

Credit

Credit

Accumulated
Earnings and
Profits
Credit
Balance

Key

Balance forward 12/31/
Year
Taxable income* from Form 1120, line 28 (or
comparable line of other income tax return) . .
Federal income taxes per books and tax return
Excess of capital losses over capital gains (tax basis)
Depreciation adjustment on earnings and profits
(section 312(k)) . . . . . . . . . . .
Depreciation adjustment on sale of property .
Total itemized expenses from line 5, Schedule M-1
Travel and entertainment . . . . . . . .
Life insurance premium greater than cash
surrender value (CSV) . . . . . . . . .
Nondeductible interest paid for tax-exempt bonds
Contributions carryover . . . . . . . .
Other (list separately) . . . . . . . . .
Total itemized income from line 7, Schedule M-1
Life insurance proceeds greater than CSV . .
Bad debt recovery (not charged against taxable
income) . . . . . . . . . . . . .
Tax-exempt interest on municipal bonds. . .
Other (list separately) . . . . . . . . .
Refund of prior year federal income taxes . .
Reserve for contingencies . . . . . . .
Additional adjustments:

11
Totals . . . . . . . .
Current Year Earnings and Profits
Cash Distributions:

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From current year earnings and profits . .
From accumulated earnings and profits .
Total distribution from earnings and profits
From other distribution . . . . . . .
Total distribution . . . . . . . . .

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%
%
%
%
%

Total cash distributions . . . . . . . . . . .
Totals . . . . . . . . . . . . . . . .
Current year change . . . . . . . . . . . .
Balance forward 12/31/
. . . . . . . .
* Taxable income before net operating loss deduction and special deductions.

Form 5452 (Rev. 10-2018)