SCHEDULE N 

(Form 1120)

Department of the Treasury 

Internal Revenue Service

Foreign Operations of U.S. Corporations

▶ Attach to Form 1120, 1120-C, 1120-IC-DISC, 1120-L, 1120-PC, 1120-REIT, 1120-RIC, or 1120S.

▶ Information about Schedule N (Form 1120) and its instructions is available at www.irs.gov/form1120.

OMB No. 1545-0123

2012

Name Employer identification number (EIN)

Foreign Operations Information

Yes No

1a During the tax year, did the corporation own (directly or indirectly) any foreign entity that was disregarded as an

entity separate from its owner under Regulations sections 301.7701-2 and 301.7701-3 (see instructions)? . . .

If “Yes,” you are generally required to attach Form 8858, Information Return of U.S. Persons With Respect to 

Foreign Disregarded Entities, for each foreign disregarded entity (see instructions).

b Enter the number of Forms 8858 attached to the tax return . . . . . . . . . . . ▶

2 Enter the number of Forms 8865, Return of U.S. Persons With Respect to Certain Foreign 

Partnerships, attached to the corporation’s income tax return . . . . . . . . . . ▶

3 Excluding any partnership for which a Form 8865 is attached to the tax return, did the corporation own at least a 

10% interest, directly or indirectly, in any other foreign partnership (including an entity treated as a foreign 

partnership under Regulations section 301.7701-2 or 301.7701-3)? . . . . . . . . . . . . . . . .

If “Yes,” see instructions for required statement.

4a Was the corporation a U.S. shareholder of any controlled foreign corporation (CFC)? (See sections 951 and 957.) . .

If “Yes,” attach Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, for 

each CFC.

b Enter the number of Forms 5471 attached to the tax return . . . . . . . . . . . ▶

5 During the tax year, did the corporation receive a distribution from, or was it the grantor of, or transferor to, a 

foreign trust? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If “Yes,” the corporation may have to file Form 3520, Annual Return To Report Transactions With Foreign Trusts 

and Receipt of Certain Foreign Gifts.

6a At any time during the 2012 calendar year, did the corporation have an interest in or a signature or other authority 

over a financial account (such as a bank account, securities account, or other financial account) in a foreign 

country? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

See the instructions for exceptions and filing requirements for Form TD F 90-22.1, Report of Foreign Bank and 

Financial Accounts.

b If “Yes,” enter the name of the foreign country . . . . . . . ▶

7a Is the corporation claiming the extraterritorial income exclusion? . . . . . . . . . . . . . . . . .

If “Yes,” attach a separate Form 8873, Extraterritorial Income Exclusion, for each transaction or group of 

transactions.

b Enter the number of Forms 8873 attached to the tax return . . . . . . . . . . . ▶

c Enter the total of the amounts from line 52 (extraterritorial income exclusion (net of 

disallowed deductions)) of all Forms 8873 attached to the tax return . . . . . . . ▶ $

Instructions

Section references are to the Internal Revenue Code unless 

otherwise noted.

Who Must File

Corporations that, at any time during the tax year, had assets in 

or operated a business in a foreign country or a U.S. possession 

may have to file Schedule N. If the corporation answers “Yes” to 

any of the questions above, attach Schedule N and the 

applicable forms and schedules to the corporation’s income tax 

return.

Question 1a

Check the "Yes" box if the corporation is the “tax 

owner” (defined below) of a foreign disregarded entity (FDE) or it 

is required to file Form 5471 or Form 8865 with respect to a 

CFC or a CFP that is the tax owner of an FDE.

Tax owner of an FDE. The tax owner of an FDE is the person 

that is treated as owning the assets and liabilities of the FDE for 

purposes of U.S. income tax law.

A corporation that is the tax owner of an FDE is generally 

required to attach Form 8858 to its return. However, if the 

Exception below applies, the corporation should attach a 

statement (described below) in lieu of Form 8858.

For Paperwork Reduction Act Notice, see the Instructions for Form 1120. Cat. No. 26294K Schedule N (Form 1120) 2012
Schedule N (Form 1120) 2012 Page 2

Exception. In certain cases where a corporation owns an FDE 

indirectly or constructively through a foreign entity, the

corporation may not be required to attach Form 8858. See Who 

Must File in the Instructions for Form 8858.

Statement in lieu of Form 8858. This statement must list the 

name, country under whose laws the entity was organized, and 

EIN (if any) of each applicable FDE.

Question 3

If the corporation owned at least a 10% interest, directly or 

indirectly, in any foreign partnership (other than any partnership 

for which a Form 8865 is attached to the tax return), attach a 

statement listing the following information for each foreign 

partnership. For this purpose, a foreign partnership includes an 

entity treated as a foreign partnership under Regulations section 

301.7701-2 or 301.7701-3.

1. Name and EIN (if any) of the foreign partnership.

2. Identify which, if any, of the following forms the foreign

partnership filed for its tax year ending with or within the

corporation’s tax year: Form 1042, 1065 or 1065-B, or 8804.

3. Name of the tax matters partner (if any).

4. Beginning and ending dates of the foreign partnership’s

tax year.

Question 5

The corporation may be required to file Form 3520 if:

• It directly or indirectly transferred money or property to a 

foreign trust (for this purpose, any U.S. person who created a 

foreign trust is considered a transferor),

• It is treated as the owner of any part of the assets of a foreign 

trust under the grantor trust rules, or

• It received a distribution from a foreign trust.

For more information, see the Instructions for Form 3520.

Note. An owner of a foreign trust must ensure that the trust

files an annual information return on Form 3520-A, Annual

Information Return of Foreign Trust With a U.S. Owner. For

details, see Form 3520-A.

Question 6

Check the “Yes” box if either 1 or 2 below applies to the 

corporation. Otherwise, check the “No” box.

1. At any time during the 2012 calendar year, the corporation 

had an interest in or signature or other authority over a bank, 

securities, or other financial account in a foreign country (see 

Form TD F 90-22.1) and:

• The combined value of the accounts was more than $10,000 

at any time during the calendar year and

• The account was not with a U.S. military banking facility 

operated by a U.S. financial institution.

2. The corporation owns more than 50% of the stock in any 

corporation that would answer “Yes” to item 1 above.

If “Yes” is checked for this question: 

• Enter the name of the foreign country or countries (attach a 

statement if more space is needed) and

• File Form TD F 90-22.1 on or before June 30, 2013, with the 

Department of the Treasury at the address shown on the form. 

Because Form TD F 90-22.1 is not a tax form, do not file it with 

the corporation’s tax return. You can order Form TD F 90-22.1 

by calling 1-800-TAX-FORM (1-800-829-3676) or you can 

download it from the IRS website at IRS.gov.