Form 5452 Corporate Report of Nondividend Distributions

OMB No. 1545-0205 (Rev. January 1992) Expires 1-31-95

© Attach to the corporation’s tax return. Department of the Treasury

Internal Revenue Service

Name Employer identification number

(1) Has a Form 5452 been filed for a prior calendar year? ©

Are any of the distributions part of a partial or complete liquidation? ©

Earnings and Profits

● Accumulated earnings and profits

(since February 28, 1913) at the

beginning of the tax year $

● Actual earnings and profits for the

current tax year $

Classification of Shareholders at Date of Last Dividend

Payment

● Number of individuals 

● Number of partnerships 

● Number of corporations and other

shareholders

Note: If there are 12 or fewer shareholders, attach copies of the

Forms 1099-DIV (or the information from that form) that the

shareholders received.

Column 1 Column 2 Column 3

Amount Paid During

Calendar Year From

Other Than Earnings

& Profits Since

February 28, 1913

Total Amount Paid

(Common (C),

Preferred (P),

Other (O))

Amount Paid During Calendar Year From Earnings & Profits

Since February 28, 1913 Percent

Nontaxable

Percent

Taxable

Amount

Per

Share

Date Paid

Accumulated Total

$ $ $ $ $ $

Totals $ $ $ $ $

Form 5452 (Rev. 1-92)

A

B

C D

E Corporate Distributions

For Paperwork Reduction Act Notice, see the instructions on page 2. Cat. No. 11881T

© For calendar year ending December 31, 19

(2) If “Yes,” state which year(s)

If “Yes,” describe in detail in a separate statement.

Yes No

Yes No

From the

Current Year
Form 5452 (Rev. 1-92) Page 2

Instructions

(Section references are to the Internal Revenue Code. )

Paperwork Reduction Act Notice

The time needed to complete and file this form will vary

depending on individual circumstances. The estimated

average time is:

Nondividend Distributions

Recordkeeping 19 hr., 51 min.

Learning about

the law or the form 1 hr., 20 min.

Preparing the form 3 hr., 35 min.

Copying, assembling, and

sending the form to the IRS 32 min.

If you have comments concerning the accuracy of these

time estimates or suggestions for making this form more

simple, we would be happy to hear from you. You can write

to both the IRS and the Office of Management and Budget

at the addresses listed in the instructions for the tax return

with which this form is filed.

Taxable Status Reported to Shareholders

Purpose of Form

Who Must File

When To File

A fiscal tax year corporation must file Form 5452 and

supporting information with the income tax return due for the

first fiscal year ending after the calendar year in which the

nondividend distributions were made.

Supporting Information

1. A computation of earnings and profits for the tax year

(see the example on page 3 and the worksheet on page 4).

Also attach a schedule of the differences between the

earnings and profits computation and the Schedule M-1

(Form 1120).

2. 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 previously furnished, whichever is later.

3. An ending book, Schedule L (Form 1120), vs. tax-basis

balance sheet. If an accelerated method of depreciation has

been used, attach a schedule summarizing the depreciation

(and any amortization) computed under the straight-line

method and a reconciliation of any difference between that

amount and the amount deducted on Form 1120 or other

comparable return. (For examples, see Exhibits B and C in

Rev. Proc. 75-17.)

3. For each member of a consolidated group that made

nondividend distributions, provide the information requested

in 1 through 3 of (a) above.

(b) In addition, a consolidated filer must also attach the

following information.

1. A schedule showing the allocation of the consolidated

tax liability that identifies the method used. (If an

intercompany agreement is in effect, provide that

information).

2. A schedule showing the taxable income or loss for each

member of the consolidated group.

A Change To Note

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.

The due date and the method of filing Form 5452 for

distributions made in calendar years beginning after 1990

have been changed. See When To File, below, for the new

rules.

Complete Form 5452 if nondividend distributions are made to

shareholders under section 301 or 1368(c)(3).

All corporations that have made nondividend distributions to

their shareholders must file Form 5452 for the calendar year

in which the distributions were made. If the corporation is a

member of a consolidated group, the parent corporation

must file Form 5452. An S corporation should file this form

only with respect to distributions made under section

1368(c)(3).

A calendar tax year corporation must file Form 5452 and

supporting information with the income tax return due for the

tax year in which the nondividend distributions were made.

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.

Complete columns 1, 2, and 3 in Item E, Corporate

Distributions, showing the taxable and nontaxable status of

distributions reported to shareholders. If noncash

distributions were made, attach a statement showing their

tax bases and fair market values.

(a) Attach the following information to Form 5452. See

Revenue Procedure 75-17, 1975-1 C.B. 677.
Form 5452 (Rev. 1-92) Page 3

Example of a Current-Year Earnings and Profits Computation

XYZ Corporation, EIN 00-0000000

123 Main Street

Anycity, Yourstate 20200

Earnings and Profits

Current Year Incorporated 1/1/78

Accumulated

Earnings and Profits

Credit

Balance

Key

Accrual Method of Accounting Debit Credit Debit Credit

Balance forward 12/31/91 $225,000 $20,900

1992

214,700 $214,700

Taxable income from Form 1120, line 28 (or

comparable line of other income tax return)

$60,000

a

Federal income taxes shown on books and on tax

return

Excess of capital losses over capital gains (tax basis) 3,600 3,600

24,000

Depreciation adjustment on earnings and profits

(section 312(k)) 

Depreciation adjustment on sale of property 4,000

Travel and entertainment $200 200

9,500

Life insurance premium greater than cash

surrender value (CSV) 9,500

850

Nondeductible interest paid to carry tax-exempt

bonds 850

Contributions carryover 500 500

Total itemized expenses from line 5, Schedule M-1 11,050

Life insurance proceeds greater than CSV 6,000 6,000

3,500 b

Bad debt recovery (not charged against taxable

income)

Tax-exempt interest on municipal bonds 5,000 5,000

Total itemized income from line 7, Schedule M-1 14,500

Reserve for contingencies 10,000 c

78,650 249,700

Current-Year Earnings and Profits 171,050

Cash Distributions:

Preferred stock: 3/16/92, 6/15/92, 9/15/92, 12/15/92 40,000 40,000

10,000 Shares at $1.00/Share = $40,000

1. 3/31/92 - 90,000 Shares at $1.00 = $90,000

Common stock:

From current-year earnings and profits 65,525 65,525

From accumulated earnings and profits 20,900 (20,900)

96.03% 86,425

From other distribution 3.97% 3,575

Total distribution 100% 90,000

2. 9/30/92 - 90,000 Shares at $1.00 = $90,000

From current-year earnings and profits 72.81% 65,525 65,525

From other distribution 27.19% 24,475

Total distribution 100% 90,000

Total cash distributions 220,000

304,650 229,200 171,050 171,050

Current-year change 75,450 (20,900)

Balance forward 12/31/92 $149,550 $—0—

Explanation of Key

a - Identical items on the same line.

a

a

a

a

a

a

a

a

a

a

a

$60,000

23.22%

72.81%

Totals

Total distribution from earnings and profits 

Totals

b - Item completely offset in 1990. Bad debt reserve method used for purposes of book accounting.

c - Item not completely offset.

1

2

3

4

5

6

a

b

c

d

7

8

9

10

a

b

c

a

Retained Earnings

Shown in Books
Form 5452 (Rev. 1-92) Page 4

Worksheet for Computing Current-Year Earnings and Profits

Earnings and Profits

Current Year

Retained Earnings

Shown in Books Incorporated

Accumulated

Earnings and 

Profits

Credit

Balance

Key

Method of Accounting Debit Credit Debit Credit

Balance forward 12/31/

19

%

%

100%

Balance forward 12/31/

Taxable income from Form 1120, line 28 (or

comparable line of other income tax return)

Federal income taxes shown on books and on 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

Travel and entertainment

Life insurance premium greater than cash

surrender value (CSV)

Nondeductible interest paid to carry tax-exempt

bonds

Contributions carryover

Total itemized expenses from line 5, Schedule M-1

Life insurance proceeds greater than CSV

Bad debt recovery (not charged against taxable

income)

Tax-exempt interest on municipal bonds

Total itemized income from line 7, Schedule M-1

Refund of prior year Federal income taxes 

Reserve for contingencies

Current-Year Earnings and Profits

Cash Distributions:

From current-year earnings and profits 

From accumulated earnings and profits

From other distribution 

Total distribution 

Total cash distributions

Current-year change

Totals

Total distribution from earnings and profits

Totals

Other (list separately)

Additional adjustments:

1

2

3

4

5

6

a

b

c

d

e

7

a

b

c

d

8

9

10

11

%

%

Other (list separately)