Department of the Treasury Instructions for Form 8264 Internal Revenue Service

(Rev. March 2004)

Application for Registration of a Tax Shelter

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

regulations will be referred to as and (b) that the organizer or other A Change To Note “organizer.” persons responsible for registration

Keeping Lists. reasonably expect to be presented to Material advisors (defined What Is a Tax Shelter? more than one potential participant in the on page 3) are required to prepare and

maintain a list of persons to whom (or for same or substantially similar form. See

whose benefit) the advisor makes a tax Tax Shelters Under Section Exception for confidential corporate

6111(c) tax shelters on page 2. statement with respect to a transaction

that is a potentially abusive tax shelter. An investment that meets the following 2. The investment is offered to any

See Requirement to Keep Lists on page two requirements is considered a tax potential participant under conditions of

3, for more details. Also, see Regulations shelter under section 6111(c) for confidentiality. Generally, an offer is

section 301.6112-1. registration purposes, regardless of considered confidential if:

whether it is marketed or customarily • An offeree’s disclosure of the structure Photographs of Missing designated as a tax shelter. or tax aspects of the transaction is limited

Children 1. The investment is one with respect to in any way by express or implied which a person could reasonably infer understanding or agreement (whether or The Internal Revenue Service is a proud from representations made or to be made not legally binding) with or for the benefit partner with the National Center for in connection with the offering for sale of of the organizer or Missing and Exploited Children. an interest in the investment that the tax • The organizer knows or has reason to Photographs of missing children selected shelter ratio (defined on page 5) may be know that the offeree’s use or disclosure by the Center may appear in instructions greater than 2 to 1 for any investor at the of information relating to the structure or on pages that would otherwise be blank. close of any of the first 5 years ending tax aspect of the transaction is limited for You can help bring these children home after the date on which the investment is the benefit of any person other than the by looking at the photographs and calling offered for sale; and offeree. 1-800-THE-LOST (1-800-843-5678) if you 2. The investment is one that is required recognize a child. 3. Fees in excess of $100,000 (in the to be registered under a Federal or state aggregate) may be received by law regulating securities, or that is sold organizers of the tax shelter and any General Instructions under an exemption from registration person related to such person under requiring the filing of a notice with a sections 267 and 707. For this purpose, Federal or state agency regulating the Purpose of Form substantially similar transactions are offering or sale of securities, or that is a Organizers of certain tax shelters, treated as part of the same tax shelter substantial investment (defined on page and the fees from the transaction must be including confidential corporate tax 4). combined. The fees include all shelters in which interests were offered Confidential Corporate Tax consideration such persons may receive, after February 28, 2000, are required to

Shelters including contingent fees, equity interests, file Form 8264 to register the tax shelters and fees for other transactions received with the IRS. Organizers of tax shelters An investment that meets each of the as consideration for promoting the tax under section 6111(c) must complete following three requirements is shelter. Parts I, II, and III of Form 8264. considered a “confidential corporate tax Organizers of a confidential corporate tax shelter” under section 6111(d). See Regulations sections

shelter must complete Parts I and IV of 301.6111-2(b), (c), and (d) for details. 1. A significant purpose of the structure Form 8264. If a confidential corporate tax of the investment is the avoidance or An investment may be a tax shelter also meets the definition of a tax evasion of Federal income tax for a direct shelter under section 6111(c), a shelter under section 6111(c), the or indirect corporate participant. confidential corporate tax shelter,

TIP

organizer must complete all parts of the Avoidance or evasion of tax is considered or both. form. Organizers filing a properly a significant purpose if the investment completed Form 8264 will receive a tax

shelter registration number from the IRS. consists of either of the following: Who Is Required To • Listed transactions. This category They must furnish the tax shelter includes transactions (defined on page 5) Register a Tax Shelter? registration number to investors in the tax that are the same as or substantially Generally, tax shelters under section shelter. Investors must report the tax similar to one of the types of transactions 6111(c) and confidential corporate tax shelter registration number on their tax that the IRS has determined to be a tax shelters (under section 6111(d)) must be returns using Form 8271, Investor

Reporting of Tax Shelter Registration avoidance transaction identified by notice, registered by a tax shelter organizer. If a

Number. regulation, or other form of published principal organizer, defined on page 4,

guidance as a listed transaction. See does not register the shelter by the day

For purposes of the registration Regulations section 301.6111-2(b)(2). interests in the shelter are first offered for

requirement for tax shelters under There may be subsequent guidance sale, any of the following persons may be CAUTION section 6111(c) and confidential identifying additional tax avoidance treated as a tax shelter organizer.

!

corporate tax shelters, the term organizer transactions. For existing guidance see • A person who participated in the

includes any person who participates in Notice 2003-76, 2003-49 I.R.B. 1181. organization of the shelter.

the organization, management, or sale of • Other tax-structured transactions. • A person who participates in the

the tax shelter. See Who Is Required To Generally, this includes transactions (a) management of the shelter when it is not

Register a Tax Shelter? below. For that are structured to produce Federal properly registered.

purposes of this form, “promoter” as income tax benefits as an important part • A person who participates in the sale of

defined under section 6111 and the of the intended results of the transaction the shelter at a time when that person

Cat. No. 61960X
knows, or has reason to know, that the plates, or other property that includes or liability of an investor during the 5-year

shelter has not been properly registered. relates to a literary, musical, or artistic period. In that case, the tax shelter must

Note: composition) by a person in the ordinary be registered within 30 days after the end If all organizers of a confidential course of that person’s trade or business of the tax shelter’s year in which the corporate tax shelter are foreign persons, will be exempt if the purchaser or lessee reduction is generated and before a any person who discusses participation in is reasonably expected to use the Schedule K-1 or similar form is sent to the the transaction may be required to property either for a personal use or in the investor. Once the tax shelter is register the tax shelter (see Regulations purchaser’s or lessee’s principal active registered, registration numbers must be section 301.6111-2(g)(2) for details). trade or business. provided to investors. A group of persons who may be 4. Performance of services in connection For more detailed information treated as tax shelter organizers may with the recipient’s principal active trade concerning the suspension of the enter into a written agreement or business or for the recipient’s personal registration requirements as a section designating one person to be responsible use. 6111(c) tax shelter for projected income for registering the tax shelter. This

designated organizer must have See A-24 and A-24A of Temporary investments, see A-57A through A-57J of

Regulations section 301.6111-1T for Temporary Regulations section participated in the organization of the tax additional information on investments 301.6111-1T. shelter and may not be a resident of a

foreign country. Those who sign the exempt from registration as a section

agreement, other than the designated 6111(c) tax shelter. When To File

organizer, will not be subject to a penalty Exception for confidential corporate In general, file Form 8264 no later than

unless they know or have reason to know tax shelters. Generally, if the organizer the day on which an interest in the tax

that the designated organizer has failed to of a confidential corporate tax shelter shelter is first offered for sale.

register the tax shelter as required. In that reasonably determines that there is no Special rules for confidential corporate case, a person, other than the designated reasonable basis under Federal tax law tax shelters. If a transaction becomes organizer, will be subject to a penalty if he for denial of any significant portion of the subject to the registration requirements as or she does not register the tax shelter as expected income tax benefits from the a confidential corporate tax shelter after soon as practicable. For more detailed transaction, tax avoidance or evasion of its first offering of sale (e.g., because of a information concerning designation taxes is not considered a significant change in the law or factual agreements and their consequences, see purpose of the structure of the transaction circumstances), it must be registered by A-34 through A-39 of Temporary and registration is not required. This the date of its next offering for sale. If a Regulations section 301.6111-1T. exception does not apply to transactions transaction becomes a listed transaction that are the same as or substantially If a tax shelter is not registered on time after its first offering, it was not previously similar to listed transactions. See and there is no designation agreement, required to be registered, and interests Regulations sections 301.6111-2(b)(3) each person required to register the tax were offered for sale within the previous 6 and (4) for details. shelter will be subject to a penalty unless years, the confidential corporate tax

he or she has reasonable cause for Registration is not required if the IRS shelter must be registered within 60 days

failure to file a registration statement. For makes a determination by published of the published guidance identifying it as

information about the applicable penalty guidance that the transaction is not a listed transaction. See Regulations

and the circumstances in which a person subject to the registration requirements. section 301.6111-2(e)(ii) for details.

required to register has reasonable cause The taxpayer may request the IRS for failure to register, see Penalties on make a determination by individual ruling Where To File

page 4, and Temporary Regulations that a specific transaction is not subject to File Form 8264 with the Internal Revenue section 301.6707-1T, relating to penalties the registration requirements. See Service Center, Ogden, UT 84201. for failure to furnish information regarding Request for Ruling beginning on page 3. tax shelters. Furnishing a Tax Shelter Suspension of Exemptions From Registration Number Registration Requirements Registration In general, any person who sells (or

for Projected Income otherwise transfers) an interest in a tax Exemptions for tax shelters under shelter must furnish that tax shelter’s

section 6111(c). The following Investments registration number to each investor. For investments are not subject to tax shelter Note: These rules apply only to section purposes of furnishing tax shelter registration under section 6111(c). These 6111(c) tax shelters. registration numbers, the term investors

exceptions do not apply to confidential includes both original purchasers of tax The registration requirements may be corporate tax shelters. shelter interests and persons who acquire suspended for a tax shelter if investors 1. Sales of residences primarily to their interests from prior purchasers. are told in a written statement made in persons who are expected to use the good faith and based on reasonable The registration number must be residences as their principal place of economic and business assumptions that furnished to the investor at the time of

residence. their investment is expected to produce sale or transfer of the interest. If the seller

2. Sales or leases of tangible personal net income and not to provide net tax or transferor has not received the

property (other than master sound benefits (a projected income registration number at this time, a written

recordings, motion picture or television investment). A tax shelter does not statement must be given to the investor

films, videotapes, lithograph plates, or qualify for suspension if there is a stating that the number has been applied

other property relating to a literary, projection (whether oral or written) of a for and will be furnished when available. It

musical, or artistic composition) by the net loss or other tax benefit (determined then must be given to the investor within

manufacturer of the property (or a on a cumulative basis) in any of its first 5 20 days after the seller or transferor

member of an affiliated group, within the years or if the tax shelter invests beyond receives it.

meaning of section 1502, including the an incidental amount in any interest in a For information about furnishing the manufacturer) primarily to persons who collectible (as defined in section number, the required content of the are expected to use the property in their 408(m)(2)), a master sound recording, written statement, and the required principal active trade or business. motion picture or television film, legend stating that the tax shelter has not

3. Sales or leases of tangible personal been approved, etc., by the Internal videotape, lithograph plate, copyright, or a

property (other than collectibles, master Revenue Service, see A-51 through A-54 literary, musical, or artistic composition.

sound recordings, motion picture or The suspension ends if the tax shelter of Temporary Regulations section

television films, videotapes, lithograph subsequently reduces the cumulative tax 301.6111-1T.

-2-
The registration number must be corporation). The minimum fee is $50,000 • The name, registration number (if any),

included on any return on which an if the tax statement is made to a and identifying number (if any) of the

investor claims any deduction, loss, partnership or trust (unless all owners or transaction.

credit, or other tax benefit, or reports any beneficiaries are corporations in which • The name, address, and identifying

income relating to the tax shelter. case the fee is $250,000). The minimum number of each person required to be on

fee for all other transactions is $50,000. In the list. Requirement to Keep Lists the case of listed transactions, the • The number of units acquired by each

Generally, each material advisor (defined minimum fee is reduced from $250,000 to person (if known by the material advisor).

below) must prepare and maintain a list of $25,000 and from $50,000 to $10,000. • The date each person entered into the

certain persons to whom (or for whose The minimum fee threshold must be met transaction (if known by the material

benefit) the material advisor makes or independently by each transaction (fees advisor).

provides a tax statement with respect to a from other transactions are not • The amount invested by each person in

transaction that is a potentially abusive aggregated) and includes all fees for a tax the transaction (if known by the material

tax shelter. A separate list must be strategy or for services for advice or for advisor).

maintained for each transaction or group the implementation of a transaction that is • A detailed description of the transaction

of substantially similar transactions. The a potentially abusive tax shelter. See that describes both the tax structure and

Regulations section 301.6112-1(c)(3) for lists must be maintained for 7 years and, its expected tax treatment.

upon written request, must be furnished more details. • A summary or schedule of the tax

to the IRS within 20 days. See treatment that each person is intended or Tax statement. A tax statement is Regulations section 301.6112-1 for more expected to derive from participation in any statement, either written or oral, that information. the transaction (if known by the material relates to a tax aspect of a transaction Material advisor. A material advisor is advisor). that causes the transaction to be a

(a) any person required to register the • For each person required to be on the reportable transaction as defined in transaction under section 6111 or (b) any Regulations section 1.6011-4(b) or a tax list, the name of the person from whom

person who receives or expects to the interest was acquired (if other than shelter as described in section 6111. the material advisor). receive a minimum fee (defined below)

with respect to the transaction and makes Potentially abusive tax shelter. For • Copies of any additional written

a tax statement (defined below) to or for purposes of the requirement to keep lists, materials, including tax analyses or

potentially abusive tax shelters include opinions related to the transaction that the benefit of any of the following: any transaction that is required to be are material to an understanding of the 1. A taxpayer who is required to disclose registered under section 6111 or any purported tax treatment or tax structure of the transaction because it is a listed transaction that has a potential for tax the transaction, that have been shown or transaction under Regulations sections avoidance or evasion. Transactions that provided to any person who acquired or 1.6011-4, 20.6011-4, 25.6011-4, have a potential for tax avoidance or may acquire an interest in the transaction 31.6011-4, 53.6011-4, 54.6011-4, or evasion include: (or to their representatives, tax advisors, 56.6011-4 or who would have been • Any listed transaction, or agents) by the material advisor or any required to disclose the transaction if it • Any transaction that a potential material related party or agent of the material had become a listed transaction within the

advisor (at the time the transaction is advisor. statute of limitation period; entered into) knows is or reasonably 2. A taxpayer whom the potential material

advisor (at the time the transaction is expects will become a reportable Request for Ruling transaction under Regulations section entered into) knows is or reasonably A tax shelter organizer, or other person 1.6011-4(b)(3) through (7), and expects to be required to disclose the responsible for registration or maintaining • Any transaction with respect to which transaction because it is or is reasonably a list, may request a ruling from the IRS an interest has been transferred and the expected to become a reportable to determine whether a transaction must transferor knows or reasonably expects transaction under Regulations section be registered as a confidential corporate that (a) the interest will be sold or 1.6011-4(b)(3) through (7); tax shelter or is subject to the list keeping transferred to a subsequent participant 3. A person who is required to register requirements. The request for ruling must and (b) it is either a listed transaction or a the transaction under section 6111; be submitted to the IRS on or before the reportable transaction under Regulations date registration is otherwise required. 4. A person who purchases (or otherwise section 1.6011-4(b)(3) through (7) if the Send the request to Internal Revenue acquires) an interest in a section 6111 tax relevant thresholds are met. Service, Attn: CC:PA:LPD:DRU, P.O. Box shelter; or Persons required to be on lists. The 7604, Ben Franklin Station, Washington, 5. A transferee of an interest in a term person includes an individual, trust, DC 20044. However, if a private delivery transaction if the potential material estate, partnership, association, service is used, send the request to advisor knows or reasonably expects that company, corporation, or affiliated group Internal Revenue Service, Attn: (a) the interest will be sold or transferred of corporations that join in filing a CC:PA:LPD:DRU, Room 5336, 1111 to a subsequent participant and (b) it is consolidated return. A material advisor is Constitution Avenue, NW, Washington, either a listed transaction or a reportable required to list. DC 20224. See Rev. Proc. 2004-1, transaction under Regulations section • Each person described in items 1 2004-1 I.R.B. 1 or subsequent IRS 1.6011-4(b)(3) through (7) if the relevant guidance for more details. If the request through 4 in the definition of material thresholds are met. advisor (above) to whom (or for whose fully discloses all relevant facts relating to Note: A material advisor does not include benefit) the material advisor made a the transaction, the potential obligation to a person who makes a tax statement statement with respect to a transaction register the transaction or to maintain the solely in the person’s capacity as an that is a potentially abusive tax shelter. list is suspended during the period the employee, shareholder, partner, or agent ruling is pending. If the IRS determines • Any subsequent investor in a of another person. However, a person that the transaction is a confidential transaction that must be disclosed under that forms or avails of an entity with the Regulations section 1.6011-4(b) if the corporate tax shelter subject to purpose of avoiding the rules of section material advisor knows the identity of that registration, the due date for registration 6111 or 6112 or the penalties under is extended for sixty days from the date of person. section 6707 or 6708 will be treated as a the ruling or the date of the withdrawal of material advisor. • Each person that purchases an interest the ruling request. The requirement to in a transaction that the material advisor Minimum fee. The minimum fee is make lists available for inspection is is required to register. $250,000 for a transaction if each person suspended for sixty days from the date of

to whom or for whom a tax statement is Contents of the list. Each list must the ruling or the date of the withdrawal of

made is a corporation (other than an S contain the following information. the ruling request. However, if the

-3-
transaction is found to be subject to the has not yet received the registration Preparing the Form list keeping requirements, then the number, enter “Applied for” in the space. A registration number may not be issued pending of the ruling request shall not Complete the top portion of Part I above if an incomplete application is filed. You affect the persons required to be on the Item 1a, but only show in the remainder of must make an entry on Form 8264 list (even those who acquired interest Parts I through Part IV the information whenever an item is applicable. If you during the pending of the ruling request). that has changed since the tax shelter need more space, attach a statement or See Regulations sections was registered. In addition, you should use the Explanation of Items in Part V of 301.6111-2(b)(5) and 301.6112-1(i) for include any other information that you did the form. You may incorporate details. not know at the time the tax shelter was information contained in other documents. registered but have since learned. If you do, attach copies of the documents Penalties Complete the signature area on page 2. and specify the page number of the For further information, see A-45A of If a tax shelter organizer is required to incorporated material. When dollar Temporary Regulations section register a tax shelter under section amounts are called for, use whole dollar 301.6111-1T. 6111(c) and fails to do so when required, amounts.

or files false or incomplete information, a Note: The filing of an amended Note: If an item does not apply or you do penalty may be charged equal to the application will not affect the not know the requested information, leave greater of $500 or 1% of the aggregate determination whether the initial the item blank and explain in Part V of the amount invested in the shelter. No application would be subject to any form why it does not apply or why you do penalty will be charged if the organizer applicable penalty. In addition, if the initial not know the requested information. has reasonable cause for failing to application was timely filed and contained

comply with the registration requirements. complete and accurate information, the

Amended Forms 8264 penalty under section 6707 will not be If a confidential corporate tax shelter imposed as a result of the information in If a single Form 8264 is filed with respect organizer required to register fails to do an amended application. to an aggregated confidential corporate so when required, or files false or tax shelter, an amended Form 8264 must incomplete information, a penalty may be be filed to reflect material changes and to Definitions charged equal to the greater of $10,000 include any additional or revised written or 50% of the fees paid to all organizers Principal organizer. A person principally materials presented in connection with an before the date the shelter is registered. responsible for organizing a tax shelter is offer to participate in the shelter (see In the case of an intentional disregard of any person who discovers, creates, Regulations section 301.6111-2(e)(2) for the requirement to register a confidential investigates, or initiates the investment, details). Otherwise, amendments may be corporate tax shelter, the penalty is devises the business or financial plans for made to Form 8264 in certain cases. If increased to 75% of the fees. No penalty the investment, or carries out those plans there is any material change in facts will be charged if the organizer has through negotiations or transactions with occurring after the initial registration, you reasonable cause for failing to comply others. may, but are not required to, file an with the registration requirements. amended form. The following are Participation in the organization of a

Any person who is required to furnish examples of a material change in facts. tax shelter. Participation in the

a tax shelter registration number to organization of a tax shelter includes the 1. A change in the identifying performance of any act (directly or investors in the tax shelter and who fails information relating to the tax shelter or to do so will be charged a penalty of $100 through an agent) related to the tax shelter organizer. establishment of the tax shelter. for each failure. 2. The acquisition or construction of a

principal asset not reported on the initial Participation in the management of a A person required to keep a list may application for registration. tax shelter. Participation in the be charged a penalty for each investor 3. A change in the method of management of a tax shelter includes who is required to be on the list but is financing a minimum investment unit. managing the assets of the tax shelter or omitted. The penalty is $50 for each 4. A change in the principal business directing or having supervisory authority omission, limited to a maximum of activity. for its business activities. $100,000 per year per shelter. No penalty

will be charged if the omission was due to 5. A change in any tax shelter ratio Participation in the sale of a tax reported on the initial application for reasonable cause and not due to willful shelter. Participation in the sale of a tax registration that increases or decreases neglect. shelter includes any marketing activities the reciprocal of the tax shelter ratio by (directly or through an agent) with respect An additional civil penalty is imposed 50% or more. The reciprocal of the ratio is to an investment. against any person who directly or the fraction in which the amount of the

indirectly organizes, participates in the For more detailed information applicable investment base is the

sale of, or promotes an abusive tax concerning the terms defined above, see numerator and the amount of the

shelter. The penalty also applies to A-25 through A-33 of Temporary applicable deductions and credits is the

persons who cause other parties to make Regulations section 301.6111-1T. denominator. For example, if the tax

or furnish false or fraudulent statements shelter ratio changes from 2 to 1 to 4 to 1, Substantial investment. A substantial

or gross valuation overstatements that the reciprocal of the tax shelter ratio investment is one in which the total

promote the abusive tax shelter. The decreases from 1

/2 to 1/4, a 50% decrease. amount that may be offered for sale to all penalty is equal to the lesser of $1,000 or Similarly, if the tax shelter ratio changes investors exceeds $250,000 and at least

100% of the gross income derived (or to from 6 to 1 to 4 to 1, the reciprocal of the five investors are expected. The total be derived) by that person from that tax shelter ratio increases from 1

/6 to 1/4, a amount offered for sale is the total

activity. 50% increase. Both examples would be a amount to be received from the sale of

material change in facts. interests in the investment. It includes all Penalties are also imposed against 6. A tax shelter transaction is the cash, fair market value of property persons who knowingly aid and abet in same or substantially similar to a listed contributed, and indebtedness received in the understatement of the tax liability of transaction that was identified by the IRS exchange for interests. For the purpose of another person. The penalty is $1,000 after the initial application was filed (see determining whether five or more ($10,000 for corporate tax returns and Listed transactions on page 1). investors are expected in an investment documents). involving real property (and related

Criminal penalties for failure to file on To amend Form 8264, enter in the personal property) used as a farm for

time and for filing a false or fraudulent space provided above Part I the tax farming purposes, interests in the

return are provided by sections 7203, shelter registration number previously investment expected to be held by a

7206, and 7207. issued to the tax shelter. If the tax shelter husband and wife, their children and

-4-
parents, and the spouses of their children treated as having been represented as separate Forms 8264 are filed for the

will be treated as held by one investor. potentially allowable. See A-8 through separate investments aggregated to

A-12 of Temporary Regulations section create a substantial investment. For Aggregation of similar plans or 301.6111-1T and the instructions for Part confidential corporate tax shelters, check arrangements. Generally, for purposes III for additional information about “Yes” if transactions have been of determining whether investments are potentially allowable deductions or aggregated on the same Form 8264. parts of a substantial investment, credits. investments offered by the same person Tax shelters under section 6111(c). A

or related persons that involve similar Investment base. The investment base separate Form 8264 must be completed

business assets and similar plans or for any year is the cumulative amount of for each separate investment, aggregated

arrangements are aggregated. However, money and the adjusted basis of other to create a substantial investment, that

investments exempt from registration (see property (reduced by any liability to which differs from the other investments so

paragraphs 3 and 4 under Exemptions the other property is subject) that is aggregated with respect to any of the

for tax shelters under section 6111(c) unconditionally required to be contributed following:

on page 2) because they are sold or or paid directly to the tax shelter by the 1. Principal asset. leased to or involve rendition of services investor before the close of the year. 2. Accounting methods. to persons who are reasonably expected Amounts which reduce the investment 3. Federal or state agencies with to use the property or services for either base are listed in the instructions on page which the investment is registered or with personal use or in their principal active 7 for line 24 of Part III. which an exemption notice is filed. trade or business are not aggregated with Transaction. A transaction includes all of 4. Methods of financing the purchase similar investments by persons who are the factual elements relevant to the of a minimum investment unit.

expected to use the property or services expected tax treatment of any investment, 5. Tax shelter ratio.

for other purposes. See A-22 and A-24A entity, plan, or arrangement, and includes of Temporary Regulations section any series of steps carried out as part of a Do not file separate Forms 8264 for

301.6111-1T. plan. See Regulations sections aggregated investments if the

301.6111-2(a)(3) and 301.6112-1(b) for investments do not differ for any of the Tax shelter ratio. The tax shelter ratio

with respect to any year for any investor details. above. You should attach a separate

statement to each Form 8264 that shows is the ratio that the aggregate amount of the name, address, identifying number, deductions and 350% of the credits that and telephone number of all such are represented or that will be Specific Instructions aggregated investments, whether or not represented as potentially allowable to an

Note: Organizers of tax shelters under separate Forms 8264 are required to be investor under subtitle A of the Internal filed. Revenue Code, for all periods up to (and section 6111(c) must complete Parts I, II,

including) the close of the year, bears to and III and organizers of a confidential Note: If possible, all separate forms

the investment base for the investor as of corporate tax shelter must complete Parts relating to aggregated investments should

the close of the year. Use the Tax I and IV. If a confidential corporate tax be filed together.

Shelter Ratio Computation on page 2 of shelter also meets the definition of a tax Confidential corporate tax shelters. Form 8264 to compute tax shelter ratios. shelter under section 6111(c), the Similar to tax shelters under section organizer must complete all parts of the For purposes of computing the tax 6111(c), transactions involving similar form. shelter ratio for a year, general partners in assets, plans, and arrangements that are

a limited partnership will not be treated as offered to corporate investors by the

investors in the partnership if the general Part I same person or related persons are

partners’ aggregate interest in each item The tax shelter name will be that of the aggregated and considered part of the

of partnership income, gain, loss, tax shelter entity if the entity has an same tax shelter. However, all

deduction, and credit for the year is not employer identification number separate transactions that are part of the same

expected to exceed 2%. For purposes from that of a principal organizer confidential corporate tax shelter and that

other than the computation of the tax registering the transaction. If the tax are to be carried out by the same

shelter ratio, however, general partners shelter consists of Schedule C (Form corporate participant must be registered

will be treated as investors. 1040) or Schedule F (Form 1040) on the same Form 8264. See Regulations

activities and there is no tax shelter entity, section 301.6111-2(e)(2) for details. The term year means the tax year of a

tax shelter, or if the tax shelter has no tax provide the name, address, identifying Items 2a and 2b. Enter in item 2a the

year, the calendar year. number, and the daytime telephone six-digit code from the chart beginning on number of the principal organizer in the page 9 for the principal business activity Potentially allowable deduction or left block of Part I. In that case, if you are of the tax shelter. Where two or more credit. A deduction or credit is the principal organizer, the information activities are relevant to the operation of considered to be represented as being will be the same in both blocks of Part I. the tax shelter, enter in item 2a the code potentially allowable to an investor if any If you are not a principal organizer, that most specifically describes the oral or written statement is made in enter the information as it relates to you in operation of the tax shelter; in item 2b, connection with the offering for sale of an the right block. In addition, check the box enter the code for the secondary activity. interest in an investment indicating that a in the right block and separately provide Enter N/A only if no other types of tax deduction or credit is available or may the name, address, identifying number, activities or transactions are occurring. be used to reduce Federal taxable and the daytime telephone number of a Item 3a. Describe the principal asset of income or Federal income tax. principal organizer. Representations may be made, for the tax shelter (e.g., a building, a

Item 1a. Check the box that describes computer, a patent, stock, or livestock) example, as advertisements, written the tax shelter organization or structure. If acquired or to be acquired. If the tax offering materials, prospectuses, or tax you check the “Other” box, specify the shelter has more than one asset, the opinions, and include general type of organization or structure in the principal asset is the one with the largest representations that tax benefits are space provided. adjusted basis. For purposes of available. For example, an advertisement completing this item, treat a building and stating that “purchase of a restaurant Item 1b. For tax shelters under section the underlying land as one asset. Blind includes trade fixtures (5-year write-off)” 6111(c), indicate by checking the pools should also specify the asset to be is considered an explicit representation of appropriate box whether the tax shelter is acquired. tax benefits. In addition, if any explicit subject to registration because similar

representation is made regarding any tax investments have been aggregated to Item 3b. Check the appropriate box to

benefit, all deductions or credits typically form a substantial investment. The “Yes” indicate whether the principal asset was

associated with the investment will be box should be checked whether or not acquired by the tax shelter from a party

-5-
that is related (within the meaning of agencies regulating securities, whether is the cost of a typical investment

section 465(b)(3)(C)) to either the tax the filing of a notice of such exemption is purchased by an individual investor.

shelter or a principal organizer. Check required. Note: If the tax shelter is a limited “Yes” if any part of the principal asset is Note: If a tax shelter is not exempt from partnership, complete items 9a through acquired from a related party (e.g., one registration, check the “No” box. 11e by providing information concerning piece of equipment out of ten, when the the minimum investment unit of a limited Item 5c. If you checked the “Yes” box in ten pieces of equipment constitute the tax partner. either item 5a or 5b, complete items 5c(1) shelter’s principal asset). and 5c(2) as applicable. In item 5c(1) 1. Cash. If applicable, check this box Item 3c(1). Enter the total cost (actual or check the appropriate boxes for Federal and enter in the space provided the projected) of the principal asset of the tax agencies regulating securities. In item minimum amount of cash that is shelter. Use only the costs of acquiring 5c(2) enter the states in which the tax unconditionally required to be contributed the asset itself. Do not include any costs shelter is registered with agencies or paid by the purchaser of a minimum associated with the use of the asset. If the regulating securities, or with which a investment unit during the first 5 years of tax shelter did not purchase the principal notice of exemption from securities the tax shelter.

asset, enter the tax shelter’s basis in the registration is filed. If the tax shelter is 2. Property contributions. If asset. required to register or file an exemption applicable, check this box and enter in the Item 3c(2). If the principal asset, or any notice in more than five states, enter the space provided the adjusted basis of any part of it, was acquired by the tax shelter five such states in which the highest property expected to be contributed by from a related party (i.e., the “Yes” box is aggregate amounts are expected to be the purchaser of a minimum investment checked in item 3b), enter the cost of the realized. unit during the first 5 years of the tax principal asset, or the appropriate part of Item 6. If you (or any person related to shelter. it, when it was first acquired from an you as defined in section 465(b)(3)(C)) 3. Recourse debt. If recourse debt unrelated party. If the entire principal were a principal organizer or participated that is available to the purchaser of a asset was acquired by the tax shelter in the organization of other tax shelters minimum investment unit will reduce the from an unrelated party (i.e., the “No” box that were registered, but you were not the investment base, check this box and is checked in item 3b), leave this item filer of Form 8264 for such other shelters, enter in the space provided the maximum blank. enter in the space provided the tax shelter amount of such debt.

Item 3d. Check the “Yes” box if the registration numbers of up to the five 4. Nonrecourse debt. If nonrecourse principal asset of the tax shelter is or will most recently registered of those tax debt that is available to the purchaser of a be located outside the United States and shelters. For example, assume that minimum investment unit will reduce the enter its location in the space provided. individuals P and M (a person related to investment base, check this box and Check the “No” box if the principal asset P) participate in the organization of Tax enter in the space provided the maximum is located in the United States and make Shelter I, and individuals P and D amount of such debt. no entry in the country space. participate in the organization of Tax

Shelter II. Also assume that M files a 5. Other. If applicable, check this box Item 3e. If the principal asset is acquired Form 8264 for Tax Shelter I, and D files a and enter in the space provided the by more than one means (e.g., if part is Form 8264 for Tax Shelter II. If P were maximum amount of any financing that purchased and part is constructed), check subsequently a participant in the the purchaser of a minimum investment all the boxes that apply. If it is acquired in organization of Tax Shelter III and P filed unit can obtain under any other financing whole or in part by a means other than method. Also, describe such other purchase, construction, or lease, check the Form 8264 for Tax Shelter III, P would

be required to enter the registration financing method in the space provided. the “Other” box and specify the means of

acquisition in the space provided. numbers for Tax Shelter I and Tax Shelter Item 9a(6). Add items 9a(1) through II in item 6 of the Form 8264 filed for Tax 9a(5). This should be the total acquisition Item 3f(1). Enter the date the principal Shelter III. cost for a minimum investment unit. If it is asset was acquired by the tax shelter, or not, provide an explanation. For example, the expected acquisition date if the asset Item 8. Use Part V or provide an

attached statement if more space is if the cost of a minimum investment unit is has not been acquired by the date the tax needed. For confidential corporate tax $50,000, with the purchaser putting shelter is registered. If the principal asset shelters, also attach any written materials $5,000 cash down and financing the was acquired from a party who is related that are presented to potential remaining $45,000 with a nonrecourse to the tax shelter or a principal organizer participants in connection with the offering loan repayable over 5 years, $5,000 is (i.e., the “Yes” box in item 3b is checked), of sales of interests in the tax shelter, entered in item 9a(1), $45,000 is entered enter the date the asset was first acquired in item 9a(4), and $50,000 is the total from an unrelated party. including any analyses or opinions shown in item 9a(6). relating to the intended tax benefits of the Item 3f(2). Enter the date the principal shelter. Item 9b. Enter in the boxes asset was placed in service by the tax corresponding to the types of financing shelter, or the expected date if the asset Part II specified in items 9a(3) through 9a(5) the has not been placed in service by the maximum period of time (in whole years) date the tax shelter is registered, if Item 9a. The entries in this item over which such borrowed amounts may applicable. summarize the methods of financing that be repaid. Item 4. Enter the accounting method the tax shelter makes available to

Item 9c. If applicable, check the used by the tax shelter. Check only one investors to purchase a minimum appropriate box to indicate whether any of box. Check “Hybrid” only if the accounting investment unit. For purposes of Item 9a, the investor’s financing is expected to be method is a combination of the cash and a minimum investment unit is the

minimum investment that may be collateralized by one or more letters of accrual methods. If you check “Other,” credit or whether any of the tax shelter’s enter a description in the space provided. purchased by an investor in the tax financing is expected to be collateralized shelter and may consist of single, Note: In general, tax shelters cannot use multiple, or fractional units as represented by letters of credit executed by the the cash method. investors. in any offering material. For example, if a Item 5a. Check the appropriate box to prospectus states that subscriptions in a Item 9d. If applicable, check the box show whether the tax shelter is required limited partnership will be offered in units marked “Unrelated party” and enter the to register with Federal or state agencies of $5,000 each with a minimum maximum percentage of the financing regulating securities. subscription of five units per subscriber, included in item 9a that may be borrowed

Item 5b. Check the appropriate box to the minimum investment unit is $25,000. by an investor from a party who is not the

show, in the case of a tax shelter exempt If there is no minimum investment unit tax shelter, a participating person, or a

from registration with Federal or state represented, the minimum investment unit related person (as defined in section

-6-
465(b)(3)(C)), but which reduces the largest credits, in dollar terms, Part III

investment base because it will be represented as being potentially allowable

arranged by the tax shelter, a to an investor in the tax shelter. Gross deductions and total credits.

participating person, or a related person. For purposes of the tax shelter ratio, the

01 Energy credit (section 48(a)) deductions and credits to be taken into If applicable, check the box marked 02 Credit for increasing research activities account are gross deductions and total “Related party” and enter the maximum (section 41) credits potentially allowable for the percentage of the financing included in 07 Orphan drug credit (section 45C) investment. They are not offset or item 9a that is expected to be borrowed 08 Rehabilitation credit (section 47) reduced by any income derived or to be by an investor from the tax shelter, a 09 Low-income housing credit (section 42) derived from the investment, any potential participating person, or a related person, 10 Nonconventional source fuel credit tax liability resulting from the investment, and which reduces the investment base. (section 29) any potential recapture of deductions or Item 9e. If no foreign-connected 99 Other credits, or any deductions or credits that financing is available, check the box. See may not be currently allowable because the instructions for line 24(3) of the Tax Items 11a–11e. Enter the highest tax of the passive activity limitations. Shelter Ratio Computation for the shelter ratio for any investor as of the Interest. Interest on a debt obligation definition of foreign-connected financing. close of each of the first 5 years of the tax incurred to acquire a tax shelter interest is If any of the financing included in item 9a shelter. For this purpose, general partners taken into account if the deduction for is foreign-connected financing, enter the in a limited partnership will not be treated such interest is explicitly represented as maximum dollar amount of such financing as investors in the partnership if the being allowable. Also, interest on any and the foreign country, foreign aggregate interest of all general partners debt obligation, the proceeds of which possession, or U.S. possession in which in each item of partnership income, gain, reduce the investment base, is taken into the lender is located. If foreign-connected loss, deduction, and credit for such year account regardless of whether a financing is available from more than one is not expected to exceed 2%. If the deduction for such interest is specifically foreign country, foreign possession, or general partner is treated as an investor represented as being allowable. See the U.S. possession, enter in the right-hand and the tax shelter ratio for the general instructions for line 24 of this worksheet space the country, foreign possession, or partner as of the close of any of the first 5 for information on debts that reduce the U.S. possession from which the greatest years of the tax shelter exceeds the investment base. dollar amount of such financing is highest tax shelter ratio for any limited available and the portion (in dollars) of the Aggregated investments. In the case of partner for such year, the tax shelter amount entered in the left-hand space aggregated investments for which organizer also must attach a statement to that is available from such country or multiple Forms 8264 must be completed Form 8264 providing the information possession. (see the instructions for item 1b), requested in items 9a through 11e for the compute for each separate Form 8264 Items 10a and 10b. Enter the dollar minimum investment unit of a general the highest tax shelter ratio for an investor amount of gross deductions under subtitle partner.

A of the Code represented as potentially in the investments to which such Form

Use the Tax Shelter Ratio 8264 relates. Enter this ratio in the allowable over the first 5 years to the Computation on page 2 of Form 8264 to appropriate space for item 11 of each of purchaser of a minimum investment unit the separate Forms 8264. in the tax shelter. In addition, from the list figure the tax shelter ratio for any investor

below, enter in 10b the codes for the two for each of the first 5 years of the tax Line 14. Enter the amount of gross

largest deductions, in dollar terms, shelter. See the instructions for Part III on deductions represented as being

represented as being potentially allowable this page. Figure the tax shelter ratio to potentially allowable to the investor for the

to an investor in the tax shelter. two decimal places, rounded off. For particular year.

example, if line 28, column (a) of the Line 21. Enter the amount of cash to be

01 Amortization worksheet is 6.654, enter 6.65 in item 11a contributed by the investor. 02 Charitable contributions on page 1 of the form; if line 28, column Line 22. Enter the adjusted basis of 03 Demolition expenses (b) is 14.735, enter 14.74 in item 11b.

04 Depletion—oil and gas property (reduced by any liability to which

05 Depletion—other Item 12. Enter the maximum aggregate the property is subject) to be contributed

06 Depreciation amount to be received from the sale of by the investor.

07 Feed expenses investment units in the tax shelter, as Line 24. Enter the sum of the following 08 Consulting fees represented in any offering material. If five items:

09 Loan placement fees there is no maximum aggregate amount, 1. Any amount (whether recourse or 10 Management fees enter the aggregate amount reasonably nonrecourse) borrowed by the investor 11 Marketing fees expected to be received from the sale of from a participating person, or from any 12 Fees—other investment units. 13 Financing charges person related (as defined in section

14 Guaranteed payments 465(b)(3)(C)) to a participating person, Item 13a. Enter the maximum number of

15 Intangible drilling costs unless the amount is unconditionally investors that potentially can participate in 16 Interest expense required to be repaid by the investor the tax shelter, as represented in any 17 Legal expenses before the close of the year for which the offering material. If there is no maximum 18 Mining development costs determination is being made. A number of investors, enter the number of 19 Ordinary loss from sale of an asset participating person is one who investors reasonably expected to 20 Rehabilitation expenses participated in the organization, sale, or participate in the tax shelter. If investors 21 Rental expenses management of the investment or who are required to purchase multiple units, or 22 Research and experimental expenditures has an interest (other than an interest as are permitted to purchase fractional units, 23 Royalties—oil, gas, and mineral a creditor) in the investment. An amount 24 Royalties—other attach an explanation, including the is unconditionally required to be repaid 25 Soil and water conservation expenditures numbers of investors expected in all three only if any offering material in which the 99 Other categories (i.e., single, multiple, and amount is described and any agreement fractional units). relating to the amount so provides. Items 10c and 10d. Enter in 10c the

dollar amount of total credits under Item 13b. Enter the maximum number of Amounts that are not considered as

subtitle A of the Code represented as investment units in the tax shelter that unconditionally required to be repaid, and

potentially allowable over the first 5 years potentially can be sold, as represented in therefore reduce the investment base,

to the purchaser of a minimum investment any offering material. If there is no include:

unit in the tax shelter. Also, from the list maximum number represented, enter the • An amount that is to be repaid only

below, enter in 10d the codes for the two number reasonably expected to be sold. from the earnings of the investment.

-7-
• An amount that will be, or is 707. For this purpose, the fees from all the Department of Justice for use in civil

expected to be, reloaned to the investor substantially similar transactions are and criminal litigation, and to cities,

during the 5-year period ending after the considered part of the same tax shelter states, and the District of Columbia for the

date the investment is offered for sale. and must be aggregated. The fees administration of their tax laws. We may

2. Any amount (whether recourse or include all consideration such persons also disclose this information to other

nonrecourse) borrowed from any person if may receive, including contingent fees, countries under a tax treaty, or to Federal

the loan is arranged by a participating or equity interests, and fees for other and state agencies to enforce Federal

related person, unless the amount is transactions received as consideration for nontax criminal laws and to combat

unconditionally required to be repaid by promoting the tax shelter. terrorism. The authority to disclose

the investor before the close of the year Line 30a. A transaction is a listed information to combat terrorism expired

for which the determination is being transaction if the transaction is the same on December 31, 2003. Legislation is made. Any borrowing that is represented, as or substantially similar to one of the pending that would reinstate this either orally or in writing, as being types of transactions that the IRS has authority. We may also provide this available from a specific source will be determined to be a tax avoidance information to any investor in the treated as arranged by the participating or determination of the investor’s tax liability. transaction and identified by notice, related person, whether or not a If you do not file this information, or regulation, or other form of published commitment to provide the financing is guidance as a listed transaction. See provide incomplete or fraudulent made, if such person provides information Regulations section 301.6111-2(b)(2). information, you may be subject to to the lender relating to the investment or Also see Notice 2003-76, 2003-49 I.R.B. penalties and/or criminal prosecution. otherwise informs the lender about the 1181. investment. However, in the case of an You are not required to provide the

amount borrowed on a recourse basis, Who Must Sign information requested on a form that is

the fact that a lender who is actively and subject to the Paperwork Reduction Act

regularly engaged in the business of Tax shelter organizer. Form 8264 must unless the form displays a valid OMB

lending money obtained information be signed by the tax shelter organizer. control number. Books or records relating

relating to the investment, from a to a form or its instructions must be Paid preparer’s information. If

participating or related person, solely in retained as long as their contents may someone prepares Form 8264 and does response to a lender’s request made in become material in the administration of not charge for it, that person should not connection with such borrowing, will not, any Internal Revenue law. Generally, tax sign the form. by itself, result in a determination that the returns and return information are

loan is arranged by a participating or Generally, anyone who is paid to confidential, as required by section 6103. prepare Form 8264 must sign it and fill in related person. the other blanks in the Paid Preparer’s The time needed to complete and file 3. Any amount borrowed, directly or Use Only area of the form. this form will vary depending on individual indirectly, from a lender located outside circumstances. The estimated average the United States (“foreign-connected The preparer required to sign Form time is: financing”) of which the participating or 8264 must complete the required

related person knows or has reason to preparer information and: Recordkeeping . . . . . . . . . 33 hr., 14 min. know. • Sign it in the space provided for the Learning about the law or the 4. Amounts that are to be held for the preparer’s signature. form . . . . . . . . . . . . . . . . . 3 hr., 34 min. benefit of investors in cash, cash • Give the organizer a copy of Form Preparing, copying, equivalents, or marketable securities. 8264 in addition to the copy to be filed assembling, and sending the 5. Any distributions of cash or with the IRS. form to the IRS . . . . . . . . . . 4 hr., 16 min.

property that will be made without regard The preparer should enter the daytime to the income of the tax shelter, but only telephone number where he or she may If you have comments concerning the to the extent such distributions exceed be reached. accuracy of these time estimates or the amount to be held as of the close of suggestions for making this form simpler, the year in cash, cash equivalents, or we would be happy to hear from you. You marketable securities. Privacy Act and Paperwork Reduction can write to the Tax Products Act Notice. We ask for the information Coordinating Committee, Western Area

Part IV on this form to carry out the Internal Distribution Center, Rancho Cordova, CA Revenue laws of the United States. You 95743-0001. Do not send the form to this Line 29. Enter the aggregate amount of are required to give us the information. address. Instead, see Where To File on fees that may be received by organizers We need it to ensure that you are page 2. of the tax shelter and any person related complying with these laws. Routine uses

to such person under sections 267 and of this information include providing it to

-8-
Codes for Principal Business engaged to facilitate the administration of the shelter. Where two or more activities are relevant to

Internal Revenue Code. These principal business the operation of the tax shelter, enter in item 2a the Activity activity codes are based on the North American code that most specifically describes the operation

Industry Classification System. of the tax shelter; in item 2b, enter the code for the

secondary activity. This list of principal business activities and their Enter in item 2a the six-digit code from the chart associated codes is designed to classify an below for the principal business activity of the tax enterprise by the type of activity in which it is

Code Code Code Code

Agriculture, Forestry, Fishing Specialty Trade Contractors Printing and Related Support 333610 Engine, Turbine & Power

238100 Foundation, Structure, & Activities Transmission Equipment Mfg and Hunting Building Exterior Contractors 333900 Other General Purpose 323100 Printing & Related Support Crop Production (including framing carpentry, Machinery Mfg Activities 111100 Oilseed & Grain Farming masonry, glass, roofing, & Petroleum and Coal Products Computer and Electronic Product 111210 Vegetable & Melon Farming siding) Manufacturing Manufacturing (including potatoes & yams) 238210 Electrical Contractors 324110 Petroleum Refineries 334110 Computer & Peripheral 111300 Fruit & Tree Nut Farming 238220 Plumbing, Heating, & (including integrated) Equipment Mfg 111400 Greenhouse, Nursery, & Air-Conditioning Contractors 324120 Asphalt Paving, Roofing, & 334200 Communications Equipment Floriculture Production 238290 Other Building Equipment Saturated Materials Mfg Mfg 111900 Other Crop Farming Contractors 324190 Other Petroleum & Coal 334310 Audio & Video Equipment (including tobacco, cotton, 238300 Building Finishing Products Mfg Mfg sugarcane, hay, peanut, Contractors (including Chemical Manufacturing 334410 Semiconductor & Other sugar beet & all other crop drywall, insulation, painting, 325100 Basic Chemical Mfg Electronic Component Mfg farming) wallcovering, flooring, tile, & 325200 Resin, Synthetic Rubber, & 334500 Navigational, Measuring, Animal Production finish carpentry) Artificial & Synthetic Fibers & Electromedical, & Control 112111 Beef Cattle Ranching & 238900 Other Specialty Trade Filaments Mfg Instruments Mfg Farming Contractors (including site 325300 Pesticide, Fertilizer, & Other 334610 Manufacturing & 112112 Cattle Feedlots preparation) Agricultural Chemical Mfg Reproducing Magnetic & 112120 Dairy Cattle & Milk Optical Media Manufacturing 325410 Pharmaceutical & Medicine Production Mfg Electrical Equipment, Appliance, and 112210 Hog & Pig Farming Food Manufacturing Component Manufacturing 325500 Paint, Coating, & Adhesive 112300 Poultry & Egg Production 311110 Animal Food Mfg Mfg 335100 Electric Lighting Equipment

112400 Sheep & Goat Farming 311200 Grain & Oilseed Milling Mfg 325600 Soap, Cleaning Compound, & 112510 Animal Aquaculture (including 311300 Sugar & Confectionery Toilet Preparation Mfg 335200 Household Appliance Mfg

shellfish & finfish farms & Product Mfg 325900 Other Chemical Product & 335310 Electrical Equipment Mfg hatcheries) 311400 Fruit & Vegetable Preserving Preparation Mfg 335900 Other Electrical Equipment & 112900 Other Animal Production & Specialty Food Mfg Plastics and Rubber Products Component Mfg

Forestry and Logging 311500 Dairy Product Mfg Manufacturing Transportation Equipment

113110 Timber Tract Operations 311610 Animal Slaughtering and 326100 Plastics Product Mfg Manufacturing

113210 Forest Nurseries & Gathering Processing 326200 Rubber Product Mfg 336100 Motor Vehicle Mfg

of Forest Products 311710 Seafood Product Preparation Nonmetallic Mineral Product 336210 Motor Vehicle Body & Trailer

113310 Logging & Packaging Manufacturing Mfg

Fishing, Hunting and Trapping 311800 Bakeries & Tortilla Mfg 327100 Clay Product & Refractory 336300 Motor Vehicle Parts Mfg

114110 Fishing 311900 Other Food Mfg (including Mfg 336410 Aerospace Product & Parts coffee, tea, flavorings & 327210 Glass & Glass Product Mfg Mfg 114210 Hunting & Trapping seasonings) 327300 Cement & Concrete Product 336510 Railroad Rolling Stock Mfg Support Activities for Agriculture

and Forestry Beverage and Tobacco Product Mfg 336610 Ship & Boat Building Manufacturing 115110 Support Activities for Crop 327400 Lime & Gypsum Product Mfg 336990 Other Transportation

Production (including cotton 312110 Soft Drink & Ice Mfg 327900 Other Nonmetallic Mineral Equipment Mfg

ginning, soil preparation, 312120 Breweries Product Mfg Furniture and Related Product

planting, & cultivating) 312130 Wineries Primary Metal Manufacturing Manufacturing

115210 Support Activities for Animal 312140 Distilleries 331110 Iron & Steel Mills & Ferroalloy 337000 Furniture & Related Product

Production 312200 Tobacco Manufacturing Mfg Manufacturing

115310 Support Activities For Textile Mills and Textile Product 331200 Steel Product Mfg from Miscellaneous Manufacturing Forestry Mills Purchased Steel 339110 Medical Equipment &

313000 Textile Mills 331310 Alumina & Aluminum Supplies Mfg Mining 314000 Textile Product Mills Production & Processing 339900 Other Miscellaneous

211110 Oil & Gas Extraction Apparel Manufacturing 331400 Nonferrous Metal (except Manufacturing

212110 Coal Mining 315100 Apparel Knitting Mills Aluminum) Production &

212200 Metal Ore Mining 315210 Cut & Sew Apparel Processing Wholesale Trade

212310 Stone Mining & Quarrying Contractors 331500 Foundries Merchant Wholesalers, Durable

212320 Sand, Gravel, Clay, & Fabricated Metal Product Goods 315220 Men’s & Boys’ Cut & Sew Ceramic & Refractory Apparel Mfg Manufacturing 423100 Motor Vehicle & Motor

Minerals Mining & Quarrying 332110 Forging & Stamping Vehicle Parts & Supplies 315230 Women’s & Girls’ Cut & Sew

212390 Other Nonmetallic Mineral Apparel Mfg 332210 Cutlery & Handtool Mfg 423200 Furniture & Home

Mining & Quarrying 332300 Architectural & Structural Furnishings 315290 Other Cut & Sew Apparel Mfg 213110 Support Activities for Mining Metals Mfg 423300 Lumber & Other Construction 315990 Apparel Accessories & Other

Apparel Mfg 332400 Boiler, Tank, & Shipping Materials

Utilities Container Mfg 423400 Professional & Commercial Leather and Allied Product

332510 Hardware Mfg Equipment & Supplies 221100 Electric Power Generation, Manufacturing

Transmission & Distribution 332610 Spring & Wire Product Mfg 423500 Metal & Mineral (except 316110 Leather & Hide Tanning & Petroleum) 221210 Natural Gas Distribution Finishing 332700 Machine Shops; Turned

Product; & Screw, Nut, & Bolt 423600 Electrical & Electronic Goods 221300 Water, Sewage & Other 316210 Footwear Mfg (including

Systems rubber & plastics) Mfg 423700 Hardware, & Plumbing &

332810 Coating, Engraving, Heat Heating Equipment & 316990 Other Leather & Allied

Treating, & Allied Activities Supplies Construction Product Mfg

Wood Product Manufacturing 332900 Other Fabricated Metal 423800 Machinery, Equipment, & Construction of Buildings Product Mfg Supplies 236110 Residential Building 321110 Sawmills & Wood

Machinery Manufacturing 423910 Sporting & Recreational Construction Preservation Goods & Supplies 236200 Nonresidential Building 321210 Veneer, Plywood, & 333100 Agriculture, Construction, &

Mining Machinery Mfg 423920 Toy & Hobby Goods & Construction Engineered Wood Product

Mfg Supplies Heavy and Civil Engineering 333200 Industrial Machinery Mfg 423930 Recyclable Materials Construction 321900 Other Wood Product Mfg 333310 Commercial & Service 423940 Jewelry, Watch, Precious 237100 Utility System Construction Paper Manufacturing Industry Machinery Mfg Stone, & Precious Metals 237210 Land Subdivision 322100 Pulp, Paper, & Paperboard 333410 Ventilation, Heating,

Air-Conditioning, & 423990 Other Miscellaneous Durable 237310 Highway, Street, & Bridge Mills

Commercial Refrigeration Goods Construction 322200 Converted Paper Product Mfg Equipment Mfg Merchant Wholesalers, Nondurable 237990 Other Heavy & Civil 333510 Metalworking Machinery Mfg Goods Engineering Construction 424100 Paper & Paper Products

424210 Drugs & Druggists’ Sundries

-9-
Codes for Principal Business Activity (continued)

Code Code Code Code

424300 Apparel, Piece Goods, & Clothing and Clothing Accessories Pipeline Transportation 522292 Real Estate Credit (including

Notions Stores 486000 Pipeline Transportation mortgage bankers &

424400 Grocery & Related Products 448110 Men’s Clothing Stores originators) Scenic & Sightseeing Transportation

424500 Farm Product Raw Materials 448120 Women’s Clothing Stores 522293 International Trade Financing 487000 Scenic & Sightseeing

424600 Chemical & Allied Products 448130 Children’s & Infants’ Clothing Transportation 522294 Secondary Market Financing

424700 Petroleum & Petroleum Stores Support Activities for Transportation 522298 All Other Nondepository

Products 448140 Family Clothing Stores Credit Intermediation 488100 Support Activities for Air 424800 Beer, Wine, & Distilled 448150 Clothing Accessories Stores Transportation Activities Related to Credit

Alcoholic Beverages Intermediation 448190 Other Clothing Stores 488210 Support Activities for Rail 424910 Farm Supplies Transportation 522300 Activities Related to Credit 448210 Shoe Stores Intermediation (including loan 424920 Book, Periodical, & 448310 Jewelry Stores 488300 Support Activities for Water Newspapers brokers, check clearing, & 448320 Luggage & Leather Goods Transportation money transmitting) 424930 Flower, Nursery Stock, & Stores 488410 Motor Vehicle Towing Florists’ Supplies Securities, Commodity Contracts, Sporting Goods, Hobby, Book, and 488490 Other Support Activities for and Other Financial Investments and 424940 Tobacco & Tobacco Products Music Stores Road Transportation Related Activities 424950 Paint, Varnish, & Supplies 451110 Sporting Goods Stores 488510 Freight Transportation 523110 Investment Banking & 424990 Other Miscellaneous Arrangement 451120 Hobby, Toy, & Game Stores Securities Dealing Nondurable Goods 488990 Other Support Activities for 451130 Sewing, Needlework, & Piece 523120 Securities Brokerage Wholesale Electronic Markets and Goods Stores Transportation 523130 Commodity Contracts Agents and Brokers 451140 Musical Instrument & Couriers and Messengers Dealing 425110 Business to Business Supplies Stores 492110 Couriers 523140 Commodity Contracts Electronic Markets 451211 Book Stores 492210 Local Messengers & Local Brokerage 425120 Wholesale Trade Agents & 451212 News Dealers & Newsstands Delivery 523210 Securities & Commodity Brokers 451220 Prerecorded Tape, Compact Warehousing and Storage Exchanges

Disc, & Record Stores 493100 Warehousing & Storage 523900 Other Financial Investment Retail Trade General Merchandise Stores (except lessors of Activities (including portfolio Motor Vehicle and Parts Dealers miniwarehouses & management & investment 452110 Department Stores 441110 New Car Dealers self-storage units) advice) 452900 Other General Merchandise

441120 Used Car Dealers Stores Insurance Carriers and Related

441210 Recreational Vehicle Dealers Information Activities Miscellaneous Store Retailers

441221 Motorcycle Dealers Publishing Industries (except 524140 Direct Life, Health, & Medical 453110 Florists Internet) Insurance & Reinsurance 441222 Boat Dealers 453210 Office Supplies & Stationery 511110 Newspaper Publishers Carriers 441229 All Other Motor Vehicle Stores 511120 Periodical Publishers 524150 Direct Insurance & Dealers 453220 Gift, Novelty, & Souvenir Reinsurance (except Life, 441300 Automotive Parts, Stores 511130 Book Publishers Health & Medical) Carriers Accessories, & Tire Stores 511140 Directory & Mailing List 453310 Used Merchandise Stores 524210 Insurance Agencies & Furniture and Home Furnishings Publishers 453910 Pet & Pet Supplies Stores Brokerages Stores 511190 Other Publishers 453920 Art Dealers 524290 Other Insurance Related 442110 Furniture Stores 511210 Software Publishers 453930 Manufactured (Mobile) Home Activities (including 442210 Floor Covering Stores Dealers Motion Picture and Sound third-party administration of

442291 Window Treatment Stores 453990 All Other Miscellaneous Store Recording Industries insurance and pension funds)

442299 All Other Home Furnishings Retailers (including tobacco, 512100 Motion Picture & Video Funds, Trusts, and Other Financial

Stores candle, & trophy shops) Industries (except video Vehicles rental) Electronics and Appliance Stores Nonstore Retailers 525100 Insurance & Employee

443111 Household Appliance Stores 454110 Electronic Shopping & 512200 Sound Recording Industries Benefit Funds

443112 Radio, Television, & Other Mail-Order Houses Broadcasting (except Internet) 525910 Open-End Investment Funds

Electronics Stores 454210 Vending Machine Operators 515100 Radio & Television (Form 1120-RIC)

443120 Computer & Software Stores 454311 Heating Oil Dealers Broadcasting 525920 Trusts, Estates, & Agency

515210 Cable & Other Subscription Accounts 443130 Camera & Photographic 454312 Liquefied Petroleum Gas Supplies Stores Programming 525930 Real Estate Investment (Bottled Gas) Dealers Internet Publishing and Trusts (Form 1120-REIT) Building Material and Garden 454319 Other Fuel Dealers

Equipment and Supplies Dealers Broadcasting 525990 Other Financial Vehicles 454390 Other Direct Selling 516110 Internet Publishing & (including closed-end 444110 Home Centers Establishments (including Broadcasting investment funds) 444120 Paint & Wallpaper Stores door-to-door retailing, frozen Telecommunications “Offices of Bank Holding Companies” food plan providers, party 444130 Hardware Stores plan merchandisers, & 517000 Telecommunications and “Offices of Other Holding 444190 Other Building Material coffee-break service Companies” are located under (including paging, cellular, Dealers providers) satellite, cable & other Management of Companies (Holding 444200 Lawn & Garden Equipment & program distribution, Companies) below.

Supplies Stores Transportation and resellers, & other

Food and Beverage Stores Warehousing telecommunications) Real Estate and Rental and

445110 Supermarkets and Other Air, Rail, and Water Transportation Internet Service Providers, Web Leasing Grocery (except Search Portals, and Data Processing 481000 Air Transportation Real Estate Convenience) Stores Services

482110 Rail Transportation 531110 Lessors of Residential 445120 Convenience Stores 518111 Internet Service Providers Buildings & Dwellings 445210 Meat Markets 483000 Water Transportation 518112 Web Search Portals 531114 Cooperative Housing 445220 Fish & Seafood Markets Truck Transportation 518210 Data Processing, Hosting, & 531120 Lessors of Nonresidential 445230 Fruit & Vegetable Markets 484110 General Freight Trucking, Related Services Buildings (except 445291 Baked Goods Stores Local Other Information Services Miniwarehouses) 484120 General Freight Trucking, 445292 Confectionery & Nut Stores 519100 Other Information Services 531130 Lessors of Miniwarehouses & Long-distance 445299 All Other Specialty Food (including news syndicates & Self-Storage Units

Stores 484200 Specialized Freight Trucking libraries) 531190 Lessors of Other Real Estate

445310 Beer, Wine, & Liquor Stores Transit and Ground Passenger Property

Health and Personal Care Stores Transportation Finance and Insurance 531210 Offices of Real Estate Agents

446110 Pharmacies & Drug Stores 485110 Urban Transit Systems Depository Credit Intermediation & Brokers

446120 Cosmetics, Beauty Supplies, 485210 Interurban & Rural Bus 522110 Commercial Banking 531310 Real Estate Property

& Perfume Stores Transportation 522120 Savings Institutions Managers 485310 Taxi Service 446130 Optical Goods Stores 522130 Credit Unions 531320 Offices of Real Estate

485320 Limousine Service Appraisers 446190 Other Health & Personal 522190 Other Depository Credit

Care Stores 485410 School & Employee Bus Intermediation 531390 Other Activities Related to

Transportation Nondepository Credit Intermediation Real Estate Gasoline Stations 485510 Charter Bus Industry Rental and Leasing Services 447100 Gasoline Stations (including 522210 Credit Card Issuing

convenience stores with gas) 485990 Other Transit & Ground 532100 Automotive Equipment Rental 522220 Sales Financing Passenger Transportation & Leasing 522291 Consumer Lending 532210 Consumer Electronics &

Appliances Rental

-10-
Codes for Principal Business Activity (continued)

Code Code Code Code

532220 Formal Wear & Costume 551112 Offices of Other Holding 621491 HMO Medical Centers 721210 RV (Recreational Vehicle)

Rental Companies 621492 Kidney Dialysis Centers Parks & Recreational Camps

532230 Video Tape & Disc Rental 621493 Freestanding Ambulatory 721310 Rooming & Boarding Houses

532290 Other Consumer Goods Surgical & Emergency Administrative and Support Food Services and Drinking Places

Rental and Waste Management and Centers 722110 Full-Service Restaurants

532310 General Rental Centers 621498 All Other Outpatient Care Remediation Services 722210 Limited-Service Eating

532400 Commercial & Industrial Administrative and Support Services Centers Places

Machinery & Equipment 561110 Office Administrative Medical and Diagnostic Laboratories 722300 Special Food Services Rental & Leasing Services 621510 Medical & Diagnostic (including food service

Lessors of Nonfinancial Intangible Laboratories contractors & caterers) 561210 Facilities Support Services Assets (except copyrighted works) Home Health Care Services 722410 Drinking Places (Alcoholic 561300 Employment Services 533110 Lessors of Nonfinancial 621610 Home Health Care Services Beverages) 561410 Document Preparation Intangible Assets (except Services Other Ambulatory Health Care copyrighted works) Services Other Services 561420 Telephone Call Centers 621900 Other Ambulatory Health Repair and Maintenance Professional, Scientific, and 561430 Business Service Centers

(including private mail centers Care Services (including 811110 Automotive Mechanical & Technical Services & copy shops) ambulance services & blood Electrical Repair &

Legal Services & organ banks) Maintenance 561440 Collection Agencies 541110 Offices of Lawyers Hospitals 811120 Automotive Body, Paint, 561450 Credit Bureaus

541190 Other Legal Services 622000 Hospitals Interior, & Glass Repair 561490 Other Business Support Accounting, Tax Preparation, Hospitals 811190 Other Automotive Repair & Services (including Bookkeeping, and Payroll Services Maintenance (including oil repossession services, court 622000 Hospitals change & lubrication shops & 541211 Offices of Certified Public reporting, & stenotype Nursing and Residential Care car washes) Accountants services) Facilities 811210 Electronic & Precision 541213 Tax Preparation Services 561500 Travel Arrangement & 623000 Nursing & Residential Care Equipment Repair & 541214 Payroll Services Reservation Services Facilities Maintenance

541219 Other Accounting Services 561600 Investigation & Security Social Assistance 811310 Commercial & Industrial Services Architectural, Engineering, and 624100 Individual & Family Services Machinery & Equipment Related Services 561710 Exterminating & Pest Control 624200 Community Food & Housing, (except Automotive & Services 541310 Architectural Services & Emergency & Other Relief Electronic) Repair &

541320 Landscape Architecture 561720 Janitorial Services Services Maintenance

Services 561730 Landscaping Services 624310 Vocational Rehabilitation 811410 Home & Garden Equipment &

541330 Engineering Services 561740 Carpet & Upholstery Cleaning Services Appliance Repair &

Services 624410 Child Day Care Services Maintenance 541340 Drafting Services 561790 Other Services to Buildings & 811420 Reupholstery & Furniture 541350 Building Inspection Services Dwellings Arts, Entertainment, and Repair 541360 Geophysical Surveying &

Mapping Services 561900 Other Support Services Recreation 811430 Footwear & Leather Goods

(including packaging & Repair 541370 Surveying & Mapping (except Performing Arts, Spectator Sports, labeling services, & 811490 Other Personal & Household Geophysical) Services and Related Industries convention & trade show Goods Repair & Maintenance 541380 Testing Laboratories organizers) 711100 Performing Arts Companies Personal and Laundry Services Specialized Design Services Waste Management and 711210 Spectator Sports (including 812111 Barber Shops 541400 Specialized Design Services Remediation Services sports clubs & racetracks) 812112 Beauty Salons (including interior, industrial, 562000 Waste Management & 711300 Promoters of Performing Arts,

graphic, & fashion design) Sports, & Similar Events 812113 Nail Salons Remediation Services

Computer Systems Design and 711410 Agents & Managers for 812190 Other Personal Care

Related Services Artists, Athletes, Entertainers, Services (including diet & Educational Services & Other Public Figures weight reducing centers) 541511 Custom Computer 611000 Educational Services

Programming Services 711510 Independent Artists, Writers, 812210 Funeral Homes & Funeral (including schools, colleges, & Performers Services 541512 Computer Systems Design & universities)

Services Museums, Historical Sites, and 812220 Cemeteries & Crematories

541513 Computer Facilities Health Care and Social Similar Institutions 812310 Coin-Operated Laundries &

Management Services 712100 Museums, Historical Sites, & Drycleaners Assistance

541519 Other Computer Related Similar Institutions 812320 Drycleaning & Laundry

Services Offices of Physicians and Dentists Amusement, Gambling, and Services (except 621111 Offices of Physicians (except Recreation Industries Coin-Operated) Other Professional, Scientific, and mental health specialists) 812330 Linen & Uniform Supply Technical Services 713100 Amusement Parks & Arcades 621112 Offices of Physicians, Mental 812910 Pet Care (except Veterinary) 541600 Management, Scientific, & 713200 Gambling Industries

Technical Consulting Health Specialists Services 713900 Other Amusement & 621210 Offices of Dentists Services Recreation Industries 812920 Photofinishing

541700 Scientific Research & Offices of Other Health Practitioners (including golf courses, skiing 812930 Parking Lots & Garages

Development Services 621310 Offices of Chiropractors facilities, marinas, fitness 812990 All Other Personal Services

541800 Advertising & Related 621320 Offices of Optometrists centers, & bowling centers) Religious, Grantmaking, Civic, Services 621330 Offices of Mental Health Professional, and Similar

541910 Marketing Research & Public Practitioners (except Accommodation and Food Organizations

Opinion Polling Physicians) Services 813000 Religious, Grantmaking,

541920 Photographic Services 621340 Offices of Physical, Accommodation Civic, Professional, & Similiar

541930 Translation & Interpretation Occupational & Speech Organizations (including 721110 Hotels (except Casino Hotels) Services Therapists, & Audiologists condominium and & Motels 621391 Offices of Podiatrists homeowners associations) 541940 Veterinary Services 721120 Casino Hotels 621399 Offices of All Other 541990 All Other Professional, 721191 Bed & Breakfast Inns Miscellaneous Health Scientific, & Technical Practitioners 721199 All Other Traveler Services Accommodation Outpatient Care Centers

Management of Companies 621410 Family Planning Centers

(Holding Companies) 621420 Outpatient Mental Health &

Substance Abuse Centers 551111 Offices of Bank Holding

Companies

-11-