Form 5452 

(Rev. October 2016) 

Department of the Treasury 

Internal Revenue Service 

Corporate Report of Nondividend Distributions 

▶ For calendar year ending December 31, 

▶ Attach to the corporation’s income tax return. 

▶ Information about Form 5452 and its instructions is at www.irs.gov/form5452.

OMB No. 1545-0123 

Name Employer identification number 

A Has the corporation filed a Form 5452 for a prior calendar year? . . . . . . . . . . . . . . . ▶ Yes No

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

B Are any of the distributions part of a partial or complete liquidation? . . . . . . . . . . . . . ▶ Yes No

If “Yes,” attach explanation. 

C 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 . . . . . . ▶ $ 

D Shareholders at Date of Last Dividend 

Payment 

• Number of individuals . . . .

• Number of partnerships . . . .

• Number of corporations and other 

shareholders . . . . . . .

E Corporate Distributions (see instructions) 

Date Paid 

Total Amount Paid 

 (Common (C), 

 Preferred (P), 

 Other (O)) 

Amount 

Per 

 Share 

Amount Paid During Calendar Year From Earnings & Profits 

Since February 28, 1913 Percentage 

Taxable 

Amount Paid During 

Calendar Year From 

Other Than Earnings 

 & Profits Since 

 February 28, 1913 

Percentage 

Nontaxable From the 

Current Year Accumulated Total 

 

$ $ $ $ $ % $ %

Totals $ $ $ $ $

For Paperwork Reduction Act Notice, see the instructions. Cat. No. 11881T Form 5452 (Rev. 10-2016) 
Form 5452 (Rev. 10-2016) Page 2 

Instructions 

Section references are to the Internal Revenue Code, unless 

otherwise noted. 

Future Developments

For the latest information about developments related to Form 

5452 and its instructions, such as legislation enacted after they 

were published, go to www.irs.gov/form5452.

Purpose of Form 

Complete Form 5452 if the corporation made nondividend 

distributions to shareholders under section 301, section 

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

Who Must File 

All corporations that have made nondividend distributions to 

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

member of a consolidated group, the parent corporation must 

file Form 5452. 

An S corporation should file this form only for distributions 

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

cash distributions under section 1371(e) during the posttermination transition period from being an S corporation should 

file this form. 

How and When To File 

A calendar tax year corporation must attach Form 5452 and 

the items listed under Supporting Information to its income tax 

return due for the tax year in which the nondividend 

distributions were made. 

A fiscal tax year corporation must attach Form 5452 and the 

items listed under Supporting Information to its income tax 

return due for the first fiscal year ending after the calendar year 

in which the nondividend distributions were made. 

Nondividend Distributions 

Nondividend distributions are distributions made to 

shareholders in the normal course of business. 

They are considered fully or partially nontaxable as dividends 

only because the paying corporation’s current and 

accumulated earnings and profits are less than the 

distributions. Nondividend distributions do not include tax-free 

stock dividends or distributions exchanged for stock in 

liquidations or redemptions. 

Supporting Information 

1. Attach the following information to Form 5452. See Rev. 

Proc. 75-17, 1975-1 C.B. 677. 

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

example of a filled-in worksheet and a blank worksheet below). 

If the corporation was required to complete Schedule M-1 (Form 

1120) or Schedule M-3 (Form 1120) for the tax year, also attach 

a schedule of the differences between the earnings and profits 

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

• A year-by-year computation of the accumulated earnings and 

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

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

was furnished, whichever is later. 

• If the corporation was required to complete Schedule L (Form 

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

application of the net differences to the balance sheet items as 

shown on Schedule L. Explain any further adjustments 

necessary to figure the balance sheet on a tax basis. If the 

corporation used an accelerated method of depreciation, attach 

a schedule of the depreciation (and any amortization) figured 

under the straight line method. Also attach a reconciliation of 

any difference between that amount and the amount deducted 

on Form 1120 or other comparable return. See Exhibits B and C 

in Rev. Proc. 75-17. 

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

following information. 

• A schedule that shows the allocation of the consolidated tax 

liability and identifies the method used. (Indicate if an 

intercompany agreement is in effect.) 

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

member of the consolidated group. 

• For each member of a consolidated group that made 

nondividend distributions, provide the information requested in 

item 1 above. 

E. Corporate Distributions 

Complete Part E, Corporate Distributions, showing the taxable 

and nontaxable status of distributions reported to shareholders. 

The percentage of distributions that is taxable and the 

percentage that is nontaxable are based on the amounts shown 

on each line in the column labeled "Total Amount Paid." If 

noncash distributions were made, attach a statement and show 

both the tax bases and fair market values. 

Paperwork Reduction Act Notice. We ask for the information 

on this form to carry out the Internal Revenue laws of the United 

States. You are required to give us the information. We need it 

to ensure that you are complying with these laws and to allow 

us to figure and collect the right amount of tax.

You are not required to provide the information requested on 

a form that is subject to the Paperwork Reduction Act unless 

the form displays a valid OMB control number. Books or 

records relating to a form or its instructions must be retained as 

long as their contents may become material in the 

administration of any Internal Revenue law. Generally, tax 

returns and return information are confidential, as required by 

section 6103.

The time needed to complete and file this form will vary 

depending on individual circumstances. The estimated burden 

for business taxpayers filing this form is approved under OMB 

control number 1545-0123 and is included in the estimates 

shown in the instructions for their business income tax return.

If you have comments concerning the accuracy of these time 

estimates or suggestions for making this form simpler, we would 

be happy to hear from you. See the instructions for the tax 

return with which this form is filed. 
Form 5452 (Rev. 10-2016) 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 

Date Incorporated: 

Method of Accounting: 

SAMPLE

Retained Earnings 

 Shown in Books 

Debit Credit 

Earnings and Profits 

Current Year 

Debit Credit 

Accumulated 

Earnings and 

Profits 

Credit 

Balance 

Key 

 

Balance forward 12/31/

Year

1 Taxable income* from Form 1120, line 28 (or 

comparable line of other income tax return) . .

2 Federal income taxes per books and tax return

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

4 Depreciation adjustment on earnings and profits 

(section 312(k)) . . . . . . . . . . .

5 Depreciation adjustment on sale of property .

6 Total itemized expenses from line 5, Schedule M-1 

a Travel and entertainment . . . . . . . .

b Life insurance premium greater than cash 

surrender value (CSV) . . . . . . . . .

c Nondeductible interest paid for tax-exempt bonds 

d Contributions carryover . . . . . . . .

e Other (list separately) . . . . . . . . .

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

a Life insurance proceeds greater than CSV . .

b Bad debt recovery (not charged against taxable 

income) . . . . . . . . . . . . .

c Tax-exempt interest on municipal bonds. . .

d Other (list separately) . . . . . . . . .

8 Refund of prior year federal income taxes . .

9 Reserve for contingencies . . . . . . .

10 Additional adjustments: 

11 Totals . . . . . . . . . . . . . . 

Current Year Earnings and Profits . . . . . .

Cash Distributions: 

From current year earnings and profits . . . % 

From accumulated earnings and profits . . % 

Total distribution from earnings and profits . % 

From other distribution . . . . . . . . % 

Total distribution . . . . . . . . . . %

Total cash distributions . . . . . . . . . . .

Totals . . . . . . . . . . . . . . . .

Current year change . . . . . . . . . . . .

Balance forward 12/31/ . . . . . . . .

Explanation of Key 

a - Identical items on the same line.

b - Item offset in 2014. Bad debt reserve method used for book accounting.

c - Item partially offset. 

* Taxable income before net operating loss deduction and special deductions. 

Form 5452 (Rev. 10-2016) 
Form 5452 (Rev. 10-2016) Page 4 

Worksheet for Figuring Current Year Earnings and Profits

Date Incorporated: 

Method of Accounting: 

Retained Earnings 

 Shown in Books 

Debit Credit 

Earnings and Profits 

Current Year 

Debit Credit 

Accumulated 

Earnings and 

Profits 

Credit 

Balance 

Key 

 

Balance forward 12/31/

Year

1 Taxable income* from Form 1120, line 28 (or 

comparable line of other income tax return) . .

2 Federal income taxes per books and tax return

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

4 Depreciation adjustment on earnings and profits 

(section 312(k)) . . . . . . . . . . .

5 Depreciation adjustment on sale of property .

6 Total itemized expenses from line 5, Schedule M-1 

a Travel and entertainment . . . . . . . .

b Life insurance premium greater than cash 

surrender value (CSV) . . . . . . . . .

c Nondeductible interest paid for tax-exempt bonds 

d Contributions carryover . . . . . . . .

e Other (list separately) . . . . . . . . .

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

a Life insurance proceeds greater than CSV . .

b Bad debt recovery (not charged against taxable 

income) . . . . . . . . . . . . .

c Tax-exempt interest on municipal bonds. . .

d Other (list separately) . . . . . . . . .

8 Refund of prior year federal income taxes . .

9 Reserve for contingencies . . . . . . .

10 Additional adjustments: 

11 Totals . . . . . . . . . . . . . . 

Current Year Earnings and Profits . . . . . .

Cash Distributions: 

From current year earnings and profits . . . % 

From accumulated earnings and profits . . % 

Total distribution from earnings and profits . % 

From other distribution . . . . . . . . % 

Total distribution . . . . . . . . . . %

Total cash distributions . . . . . . . . . . .

Totals . . . . . . . . . . . . . . . .

Current year change . . . . . . . . . . . .

Balance forward 12/31/ . . . . . . . .

* Taxable income before net operating loss deduction and special deductions. Form 5452 (Rev. 10-2016)