5452 Corporate Report of Nondividend Distributions Form

OMB No. 1545-0205 (Rev. December 2006)

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

Internal Revenue Service

Name Employer identification number

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

Earnings and Profits (See Supporting

Information in instructions.)

● Accumulated earnings and profits

(since February 28, 1913) at the

beginning of the tax year © $

● Actual earnings and profits for the

current tax year © $

Shareholders at Date of Last Dividend

Payment

● Number of individuals 

● Number of partnerships 

● Number of corporations and other

shareholders

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. 12-2006)

A

B

C D

E Corporate Distributions (see instructions)

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

© For calendar year ending December 31,

If “Yes,” enter the applicable year(s)

If “Yes,” attach explanation.

Yes No

Yes No

From the

Current Year

Has the corporation filed a Form 5452 for a prior calendar year? ©

% %
Form 5452 (Rev. 12-2006) Page 2

Instructions

Section references are to the Internal Revenue Code.

Paperwork Reduction Act Notice. We ask for the

information on this form to carry out the Internal Revenue

laws of the United States. You are required to give us the

information. We need it to ensure that you are complying

with these laws and to allow us to figure and collect the right

amount of tax.

The time needed to complete and file this form will vary

depending on individual circumstances. The estimated

average time is:

Nondividend Distributions

Recordkeeping 28 hr., 13 min.

Learning about

the law or the form 58 min.

Preparing the form 2 hr., 24 min.

Copying, assembling, and

sending the form to the IRS 16 min.

If you have comments concerning the accuracy of these

time estimates or suggestions for making this form simpler,

we would be happy to hear from you. See the instructions

for the tax return with which this form is filed.

E. Corporate Distributions

Purpose of Form

Who Must File

A fiscal tax year corporation must attach Form 5452 and

the items listed under Supporting Information to its income

tax return due for the first fiscal year ending after the

calendar year in which the nondividend distributions were

made.

Supporting Information

● A computation of earnings and profits for the tax year (see

the example of a filled-in worksheet on page 3 and a blank

worksheet on page 4). If the corporation was required to

complete Schedule M-1 (Form 1120) or Schedule M-3 (Form

1120) for the tax year, also attach a schedule of the

differences between the earnings and profits computation

and the Schedule M-1 or Schedule M-3.

● A year-by-year computation of the accumulated earnings

and profits, and a schedule of differences since the origin of

the company, February 28, 1913, or the last year that

information was furnished, whichever is later.

basis. If the corporation used an accelerated method of

depreciation, attach a schedule of the depreciation (and any

amortization) figured under the straight line method. Also

attach a reconciliation of any difference between that amount

and the amount deducted on Form 1120 or other

comparable return. See Exhibits B and C in Rev. Proc.

75-17.

● For each member of a consolidated group that made

nondividend distributions, provide the information requested

in Item 1 above.

2. The parent of a consolidated group must also attach the

following information.

● A schedule that shows the allocation of the consolidated

tax liability and identifies the method used. (Indicate if an

intercompany agreement is in effect.)

● A schedule that shows the taxable income or loss of each

member of the consolidated group.

Complete Form 5452 if the corporation made nondividend

distributions to shareholders under section 301, section

1368(c)(3), or section 1371(e).

All corporations that have made nondividend distributions to

their shareholders must file Form 5452. If the corporation is a

member of a consolidated group, the parent corporation

must file Form 5452.

A calendar tax year corporation must attach Form 5452

and the items listed under Supporting Information to its

income tax return due for the tax year in which the

nondividend distributions were made.

Nondividend distributions are distributions made to

shareholders in the normal course of business.

Complete Part E, Corporate Distributions, showing the

taxable and nontaxable status of distributions reported to

shareholders. The percent of distributions that is taxable and

the percent that is nontaxable are based on the amounts

shown on each line in the column labeled "Total Amount

Paid." If noncash distributions were made, attach a

statement and show both the tax bases and fair market

values.

1. Attach the following information to Form 5452. See

Revenue Procedure 75-17, 1975-1 C.B. 677.

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.

You are not required to provide the information requested

on a form that is subject to the Paperwork Reduction Act

unless the form displays a valid OMB control number. Books

or records relating to a form or its instructions must be

retained as long as their contents may become material in

the administration of any Internal Revenue law. Generally, tax

returns and return information are confidential, as required by

section 6103.

An S corporation should file this form only for distributions

made under section 1368(c)(3). However, a corporation

making cash distributions under section 1371(e) during the

post-termination transition period from being an S

corporation should file this form.

How and When To File

● If the corporation was required to complete Schedule L

(Form 1120) for the tax year, a tax basis balance sheet.

Show application of the net differences to the balance sheet

items as shown on Schedule L. Explain any further

adjustments necessary to figure the balance sheet on a tax
SAMPLE

Bad debt recovery (not charged against taxable

income)

Form 5452 (Rev. 12-2006) Page 3

Example of a Filled-In Worksheet for Figuring Current Year Earnings and Profits

XYZ Corporation, EIN 00-0000000

123 Main Street

Anycity, Yourstate 20200

Earnings and Profits

Current Year

Date Incorporated: 1/1/99 Accumulated

Earnings and

Profits

Credit

Balance

Method of Accounting: Accrual Key

Debit Credit Debit Credit

Balance forward 12/31/04 $225,000 $20,900

2005

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 per books and 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

Nondeductible interest paid for tax-exempt bonds 850 850

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

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: 3/15/05, 6/15/05, 9/15/05, 12/15/05 40,000 40,000

10,000 Shares at $1.00/Share × 4 quarters = $40,000

1. 3/31/05 - 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. 9/30/05 - 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 12/31/05 $149,550 $—0—

Explanation of Key

a - Identical items on the same line.

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 offset in 2003. Bad debt reserve method used for book accounting.

c - Item partially offset.

1

2

3

4

5

6

a

b

c

d

7

9

11

10

a

b

c

a

Retained Earnings

Shown in Books

Refund of prior year Federal income taxes

e Other (list separately)

d

8

Other (list separately)

Additional adjustments:

Form 5452 (Rev. 12-2006)

a

* Tblibft tilddtid il ddti
Form 5452 (Rev. 12-2006) Page 4

Worksheet for Figuring Current Year Earnings and Profits

Earnings and Profits

Current Year

Retained Earnings

Shown in Books Date Incorporated:

Accumulated

Earnings and 

Profits

Credit

Balance

Key

Method of Accounting: Debit Credit Debit Credit

Balance forward 12/31/

Year

%

%

100%

Balance forward 12/31/

Federal income taxes per books and tax return

Excess of capital losses over capital gains (tax basis)

Depreciation adjustment on earnings and profits

(section 312(k))

Depreciation adjustment on sale of property

Travel and entertainment

Life insurance premium greater than cash

surrender value (CSV)

Nondeductible interest paid for 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:

2

3

4

5

6

a

b

c

d

e

7

a

b

c

d

8

9

10

11

%

%

Other (list separately)

Printed on recycled paper

Taxable income* from Form 1120, line 28 (or

comparable line of other income tax return)

1

* Taxable income before net operating loss deduction and special deductions. Form 5452 (Rev. 12-2006)