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Department of the Treasury
Internal Revenue Service
Instructions for Form 5472

(Rev. January 2024)
Information Return of a 25% Foreign-Owned U.S. Corporation
or a Foreign Corporation Engaged in a U.S. Trade or Business

Section references are to the Internal • A 25% foreign-owned U.S. 707(b)(1)) to the reporting
Revenue Code unless otherwise noted. corporation (including a corporation,
foreign-owned U.S. disregarded entity • Any person who is related (within
Future Developments (DE)), or the meaning of section 267(b) or
For the latest information about • A foreign corporation engaged in a 707(b)(1)) to a 25% foreign
developments related to Form 5472 trade or business within the United shareholder of the reporting
and its instructions, such as legislation States. corporation, or
enacted after they were published, go • Any other person who is related to
to IRS.gov/Form5472. 25% foreign owned. A corporation
the reporting corporation within the
is 25% foreign owned if it has at least
meaning of section 482 and the
one direct or indirect 25% foreign
What's New related regulations.
shareholder at any time during the tax
Part VII, line 39. On Form 5472, if year. “Related party” does not include
the answer to the question on line 39 any corporation filing a consolidated
is yes, filers are reminded to complete 25% foreign shareholder. federal income tax return with the
Part VIII. Generally, a foreign person (defined reporting corporation.
later) is a 25% foreign shareholder if
The rules in section 318 apply to
Part VII, line 41a. On Form 5472, the the person owns, directly or indirectly,
the definition of related party with the
term "foreign corporation" was at least 25% of either:
modifications listed under the
changed to "foreign related party" on • The total voting power of all classes
definition of 25% foreign shareholder,
line 41a. In these instructions, of stock entitled to vote, or
earlier.
corresponding changes have been • The total value of all classes of
made to the Part VII instructions. stock of the corporation. Reportable transaction. A
Part VII, lines 42a and 42b. On The constructive ownership rules of reportable transaction is:
Form 5472, former line 42 was section 318 apply with the following • Any type of transaction listed in Part
deleted and replaced with new modifications to determine if a IV (for example, sales, rents, etc.) for
questions 42a and 42b to better corporation is 25% foreign owned. which monetary consideration
reflect Regulations section 1.482-2(a) Substitute “10%” for “50%” in section (including U.S. and foreign currency)
(2)(iii)(B). In these instructions, 318(a)(2)(C). Do not apply sections was the sole consideration paid or
corresponding changes have been 318(a)(3)(A), (B), and (C), so as to received during the reporting
made to the Part VII instructions. consider a U.S. person as owning corporation’s tax year;
Part VII, line 43a. On Form 5472, stock that is owned by a foreign • Any transaction listed in Part V; or
changes were made to line 43a for person. • Any transaction or group of
transactions listed in Part VI.
purposes of clarification. In these Direct 25% foreign shareholder.
Transactions with a U.S. related
instructions, corresponding changes A foreign person is a direct 25%
party, however, are not required to be
have been made to the Part VII foreign shareholder if it owns directly
specifically identified in Parts IV, V,
instructions. at least 25% of the stock of the
and VI.
Part VII, line 48b. On Form 5472, reporting corporation by vote or value.
Foreign person. A foreign person is:
changes were made to line 48b for Ultimate indirect 25% foreign An individual who is not a citizen or
•
purposes of clarification. shareholder. An ultimate indirect resident of the United States;
25% foreign shareholder is a 25% An individual who is a citizen or
•
General Instructions foreign shareholder whose ownership resident of a U.S. possession who is
of stock of the reporting corporation is not otherwise a citizen or resident of
Purpose of Form not attributed (under the principles of the United States;
Use Form 5472 to provide information sections 958(a)(1) and (2)) to any Any partnership, association,
•
required under sections 6038A and other 25% foreign shareholder. See company, or corporation that is not
6038C when reportable transactions Rev. Proc. 91-55, 1991-2 C.B. 784. created or organized in the United
occur during the tax year of a Related party. A related party is: States;
reporting corporation with a foreign or • Any direct or indirect 25% foreign • Any foreign estate or foreign trust
domestic related party. shareholder of the reporting described in section 7701(a)(31); or
corporation, • Any foreign government (or agency
Definitions • Any person who is related (within or instrumentality thereof) to the
Reporting corporation. A reporting the meaning of section 267(b) or extent that the foreign government is
engaged in the conduct of a
corporation is either:

Dec 14, 2023 Cat. No. 59641T

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commercial activity, as defined in 4. It is a foreign corporation that section 6038A, it will now be required
section 892. does not have a permanent to file a pro forma Form 1120 with
However, the term “foreign person” establishment in the United States Form 5472 attached by the due date
does not include any foreign person under an applicable income tax treaty (including extensions) of that Form
who consents to the filing of a joint and timely files Form 8833. 1120. The only information required
income tax return. 5. It is a foreign corporation all of to be completed on Form 1120 is the
whose gross income is exempt from name and address of the
Disregarded entity (DE). A DE is an foreign-owned U.S. DE and items B
taxation under section 883 and it
entity that is disregarded as an entity and E on the first page. The
timely and fully complies with the
separate from its owner for U.S. foreign-owned U.S. DE has the same
reporting requirements of sections
income tax purposes under tax year used by its owner for U.S. tax
883 and 887.
Regulations sections 301.7701-2 and filing requirements or, if none, the
301.7701-3. See the instructions for 6. Both the reporting corporation
calendar year.
Form 8832. and the related party are not U.S.
persons, as defined in section 7701(a) Dedicated mailing address.
Foreign-owned U.S. DE. A (30) and the transactions will not Foreign-owned U.S. DEs are required
foreign-owned U.S. DE is a domestic generate in any tax year: to use the following dedicated mailing
DE that is wholly owned by a foreign address. These filers do not use the
person. For tax years beginning on or • Gross income from sources within
mailing address provided in the
after January 1, 2017, and ending on the United States or income
Instructions for Form 1120.
or after December 13, 2017, a effectively connected, or treated as
foreign-owned U.S. DE is treated as effectively connected, with the Note. “Foreign-owned U.S. DE”
an entity separate from its owner and conduct of a trade or business within should be written across the top of the
classified as a corporation for the the United States; or Form 1120. File these forms by:
limited purposes of the requirements • Any expense, loss, or other • Fax (300 DPI or higher) to
under section 6038A that apply to deduction that is allocable or 855-887-7737, or
25% foreign-owned domestic apportionable to such income. • Mail to:
corporations. See the final regulations
at IRS.gov/irb/ Note. Exception 6 does not apply to Internal Revenue Service
2017-03_IRB#TD-9796. foreign-owned U.S. DEs. 1973 Rulon White Blvd
Consolidated returns. If a reporting M/S 6112 Attn: PIN Unit
Who Must File corporation is a member of an Ogden, UT 84201
Generally, a reporting corporation affiliated group filing a consolidated
must file Form 5472 if it had a income tax return, Regulations section Foreign-owned U.S. DEs are
reportable transaction with a foreign 1.6038A-2 may be satisfied by filing a ! required to use the special
or domestic related party. U.S. consolidated Form 5472. The CAUTION mailing address, as
Exceptions from filing. A reporting common parent must attach to Form mentioned earlier. These filers do not
corporation is not required to file Form 5472 a schedule stating which use the mailing addresses provided in
5472 if any of the following apply. members of the U.S. affiliated group the Instructions for Form 1120.
are reporting corporations under
1. It had no reportable section 6038A, and which of those Extension of time to file. A
transactions of the types listed in members are joining in the foreign-owned U.S. DE required to file
Parts IV and VI of the form and, in the consolidated filing of Form 5472. The Form 5472 can request an extension
case of a reporting corporation that is schedule must show the name, of time to file by filing Form 7004. The
a foreign-owned U.S. DE, also had no address, and employer identification DE must file Form 7004 by the regular
reportable transactions of the type number (EIN) of each member who is due date of the return. Because the
listed in Part V of the form. including transactions on the Form 5472 of a DE must be attached
2. A U.S. person that controls the consolidated Form 5472. to a pro forma Form 1120, the code
foreign related corporation files Form for Form 1120 should be entered on
5471 for the tax year to report Note. A member is not required to Form 7004, Part I, line 1.
information under section 6038. To join in filing a consolidated Form 5472 “Foreign-owned U.S. DE” should be
qualify for this exception, the U.S. just because the other members of written across the top of Form 7004.
person must complete Schedule M the group choose to file one or more The DE must fax or mail the Form
(Form 5471) showing all reportable Forms 5472 on a consolidated basis. 7004 to the fax number or mailing
transactions between the reporting address identified earlier, by the due
corporation and the related party for When and Where To File date (excluding extensions) of the
the tax year. This exception does not File Form 5472 as an attachment to return. For these entities, do not use
apply to foreign-owned U.S. DEs. the reporting corporation's income tax the regular filing address listed in the
3. The related corporation return by the due date (including Instructions for Form 7004.
qualifies as a foreign sales extensions) of that return.
For further general information, see
corporation for the tax year and files Foreign-owned U.S. DEs. While a the Instructions for Form 7004.
Form 1120-FSC. This exception does foreign-owned U.S. DE has no income
not apply to foreign-owned U.S. DEs. tax return filing requirement, as a
result of final regulations under

2 Instructions for Form 5472 (Rev. 1-2024)

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Electronic Filing of Form Record Maintenance line 1f if the reportable transaction is
with a U.S. related party.
5472 Requirements
If you file your income tax return A reporting corporation must keep the Line 1g. File a separate Form 5472
electronically, see the instructions for permanent books of account or for each foreign or U.S. person who is
your income tax return for general records as required by section 6001. a related party with which the
information about electronic filing. These books must be sufficient to reporting corporation had a reportable
establish the correctness of the transaction. Enter the total number of
If you are a foreign-owned Forms 5472 (including this one) being
reporting corporation’s federal income
! U.S. DE, you cannot file Form tax return, including information or filed for the tax year.
CAUTION 5472 electronically. See
records that might be relevant to
Foreign-owned U.S. DEs under When Line 1h. Enter the total value in U.S.
determine the correct treatment of
and Where To File, earlier, for dollars of all foreign related party
transactions with related parties. See
acceptable methods of filing. transactions reported in Parts IV and
Regulations section 1.6038A-3 for VI (and if the reporting corporation is a
more detailed information. Also, see foreign-owned U.S. DE, Part V) of all
Accrued Payments and Regulations sections 1.6038A-1(h) Forms 5472 filed for the tax year. This
Receipts and 1.6038A-1(i) for special rules that is the total of the amounts entered on
A reporting corporation that uses an apply to small corporations and line 1f of all Forms 5472 filed for the
accrual method of accounting must reporting corporations with related tax year (including this one).
use accrued payments and accrued party transactions of de minimis value.
Line 1j. Check the box if this is the
receipts for purposes of computing
first year the U.S. reporting
the total amount to enter on each line Specific Instructions corporation has filed a Form 5472.
of Form 5472. See Regulations
section 1.6038A-2(b)(10). Part I—Reporting Line 1k. Complete Part VIII for each
cost sharing arrangement (CSA) and
Corporation
Penalties enter the total number of Parts VIII
Line 1a. Address. Include the suite, attached to Form 5472 on line 1k.
Penalties for failure to file Form
room, or other unit number after the
5472. A penalty of $25,000 will be Line 1o. Provide the principal
street address. If the post office does
assessed on any reporting country(ies) where business is
not deliver mail to the street address
corporation that fails to file Form 5472 conducted. Do not include any
and the corporation has a P.O. box,
when due and in the manner country(ies) in which business is
show the box number instead.
prescribed. The penalty also applies conducted solely through a subsidiary.
for failure to maintain records as Foreign address. Enter the Do not enter “worldwide” instead of
required by Regulations section information in the following order: city, listing the country(ies). These rules
1.6038A-3. province or state, and country. Follow also apply to lines 5c, 6c, and 7c of
the country’s practice for entering the Part II, and line 8f of Part III.
Note. Filing a substantially postal code, if any. Do not abbreviate Line 2. For purposes of this line:
incomplete Form 5472 constitutes a the country name. • Foreign person has the same
failure to file Form 5472.
Line 1c. Total assets. Domestic meaning as provided earlier under
Each member of a group of reporting corporations enter the total Definitions; and
corporations filing a consolidated assets from Form 1120, page 1, item • 50% direct or indirect ownership is
information return is a separate D. Foreign reporting corporations determined by applying the
reporting corporation subject to a enter the amount from Form 1120-F, constructive ownership rules of
separate $25,000 penalty and each Schedule L, line 17, column (d). section 318 with the modifications
member is jointly and severally liable. listed under the definition of 25%
Lines 1d and 1e. Enter a description
If the failure continues for more foreign shareholder, earlier.
than 90 days after notification by the of the principal business activity and
enter the principal business activity Line 3. Check this box if you are a
IRS, an additional penalty of $25,000 foreign-owned U.S. DE.
will apply. This penalty applies with code. See the Instructions for Form
1120 or the Instructions for Form
respect to each related party for which
a failure occurs for each 30-day period 1120-F for a list of principal business Part II—25% Foreign
activities and their associated codes.
(or part of a 30-day period) during Shareholder
which the failure continues after the Line 1f. Enter the total value in U.S. Note. Only 25% foreign-owned U.S.
90-day period ends. dollars of all foreign related party corporations, including foreign-owned
Criminal penalties under sections transactions reported in Parts IV and U.S. DEs, complete Part II. For a
7203, 7206, and 7207 may also apply VI (and if the reporting corporation is a foreign-owned U.S. DE, report the
for failure to submit information or for foreign-owned U.S. DE, Part V) of this information for the foreign owner on
filing false or fraudulent information. Form 5472. This is the total of the the lines provided for the 25% foreign
amounts entered on lines 22 and 36 of shareholder.
Part IV plus the fair market value The form provides sufficient space
(FMV) of the nonmonetary and less to report information for two direct
than full consideration transactions 25% foreign shareholders and two
reported in Part VI. Do not complete ultimate indirect 25% foreign

Instructions for Form 5472 (Rev. 1-2024) 3

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shareholders. If more space is Reference ID number. A In the case of an entity
needed, show the information reference ID number is a number classification election that is made on
requested in Part II on an attached established by or on behalf of the behalf of a 25% foreign shareholder or
sheet. reporting corporation identified in Part related foreign party on Form 8832,
I that is assigned to 25% foreign Regulations section 301.6109-1(b)(2)
Report on lines 4a through 4e shareholders and/or related foreign (v) requires the 25% foreign
information about the direct 25% parties with respect to which Form shareholder or related foreign party to
foreign shareholder who owns (by 5472 reporting is required. These have an EIN for this election. For the
vote or value) the largest percentage numbers are used to uniquely identify first tax year that Form 5472 is filed
of the stock of the U.S. reporting the 25% foreign shareholder or related after an entity classification election is
corporation. foreign party in order to keep track of made on behalf of the 25% foreign
Report on lines 5a through 5e such foreign person from tax year to shareholder or related foreign party on
information about the direct 25% tax year. The reference ID number Form 8832, the new EIN must be
foreign shareholder who owns (by must meet the requirements set forth entered in the applicable entry space
vote or value) the second largest later. in Part II or Part III and the old
percentage of the stock of the U.S. reference ID number must be entered
Note. Because reference ID numbers
reporting corporation. in the applicable entry space to the
are established by or on behalf of the right. In subsequent years, the Form
Report on lines 6a through 6e reporting corporation filing Form 5472, 5472 filer may continue to enter both
information about the ultimate indirect there is no need to apply to the IRS to the EIN and the reference ID number,
25% foreign shareholder who owns request a reference ID number or for but must enter at least the EIN.
(by vote or value) the largest permission to use these numbers.
You must correlate the reference ID
percentage of the stock of the U.S. numbers as follows.
Requirements. The reference ID
reporting corporation. New reference ID number [space]
number that is entered must be •
Report on lines 7a through 7e alphanumeric (defined later), and no Old reference ID number.
information about the ultimate indirect special characters or spaces are • If there is more than one old
25% foreign shareholder who owns permitted. The length of a given reference ID number, you must enter a
(by vote or value) the second largest reference ID number is limited to 50 space between each such number.
percentage of the stock of the U.S. characters. • As indicated earlier, the length of a
reporting corporation. For these purposes, the term given reference ID number is limited to
Part II, heading. Check the box if “alphanumeric” means the entry can 50 characters and each number must
any direct or indirect 25% foreign be alphabetical, numeric, or any be alphanumeric and no special
shareholder identified in Part II is a combination of the two. characters are permitted.

surrogate foreign corporation, as The same reference ID number Note. This correlation requirement
defined in section 7874(a)(2)(B) must be used consistently from tax applies only to the first year the new
resulting from an inversion in the year to tax year with respect to a given reference ID number is used.
current year or in the previous 10 25% foreign shareholder or related
years. foreign party. If for any reason a Lines 4b(3), 5b(3), 6b(3), and
reference ID number falls out of use 7b(3). A foreign-owned U.S. DE
Lines 4b(1), 5b(1), 6b(1), and must enter a foreign taxpayer
(for example, the 25% foreign
7b(1). For each 25% foreign identification number (FTIN), if any, for
shareholder or related foreign party no
shareholder listed in Part II, enter the each direct and ultimate foreign owner
longer exists due to disposition or
shareholder's U.S. identifying number, listed in Part II. If a foreign-owned U.S.
liquidation), the reference ID number
if any. Individuals should enter a social DE has, as a direct owner, a foreign
used for such foreign person cannot
security number (SSN), or an DE, report that foreign DE as the
be used again for another 25% foreign
individual taxpayer identification direct owner. The FTIN should be
shareholder or related foreign party for
number (ITIN) issued by the IRS. All used consistently on an annual basis
purposes of Form 5472 reporting.
other entities should enter an EIN. when filing Form 5472, as an EIN or
There are some situations that reference ID number would be used. If
Lines 4b(2), 5b(2), 6b(2), and warrant correlation of a new reference you do not have an FTIN, enter
7b(2). For each 25% foreign ID number with a previous reference “None” or “N/A” in the FTIN block. If
shareholder listed in Part II, enter the ID number when assigning a new you have a U.S. identifying number
shareholder's reference ID number, if reference ID number to a 25% foreign and/or reference ID number, you can
required. A reference ID number is shareholder or related foreign party. enter it in the appropriate block, as
required only in cases where no U.S.
identifying number was entered for the For example, in the case of a discussed earlier.
shareholder on the preceding line merger or acquisition involving a 25% Filers of Form 5472, other than
(line 4b(1), 5b(1), 6b(1), or 7b(1), foreign shareholder or related foreign foreign-owned U.S. DEs, can enter an
respectively). However, filers are party, a Form 5472 filer must use a FTIN on these lines. However, they
permitted to enter both an EIN and a reference ID number that correlates must also enter a U.S. identifying
reference ID number. If applicable, the previous reference ID number with number or reference ID number on
enter the reference ID number the new reference ID number lines 4b(1)/7b(1) or 4b(2)/7b(2),
(defined later) you have assigned to assigned to the 25% foreign respectively. If you are not a
the 25% foreign shareholder. shareholder or related foreign party.

4 Instructions for Form 5472 (Rev. 1-2024)

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foreign-owned U.S. DE, and do not does not apply if the reporting Note. The term “cost sharing
have an FTIN, leave the block blank. corporation owns a less-than-25% transaction” is not limited to
interest in the partnership. The rules transactions that occurred on or after
Lines 6a–6e and lines 7a–7e.
of attribution apply when determining January 5, 2009, or transactions that
Attach an explanation of the attribution
the reporting corporation’s percentage occur according to a CSA that was not
of ownership. See Rev. Proc. 91-55,
of partnership interest. in effect before January 5, 2009. See
and Regulations section
Regulations sections 1.482-7(m)(1)
1.6038A-1(e). Reasonable estimates. When
and (m)(2)(i).
actual amounts are not determinable,
Part III—Related Party enter reasonable estimates Line 17. Amounts borrowed.
All filers must complete Part III even if (discussed later) of the total dollar Report amounts borrowed (including
the related party has been identified in amount of each of the categories of borrowings in place at the beginning
Part II as a 25% foreign shareholder. transactions conducted between the of the tax year) using either the
Report in Part III information about the reporting corporation and the related outstanding balance method or the
related party (domestic or foreign) person in which monetary monthly average method. If the
with which the reporting corporation consideration (U.S. currency or outstanding balance method is used,
had reportable transactions during the foreign currency) was the sole enter the beginning and ending
tax year. consideration paid or received during outstanding balances for the tax year
the tax year of the reporting on lines 17a and 17b. If the monthly
Line 8b(1). Enter the related party's corporation. average method is used, skip line 17a
U.S. identifying number, if any. For and enter the monthly average for the
individuals, enter an SSN, or an ITIN A reasonable estimate is any
issued by the IRS. For all other amount reported on Form 5472 that is tax year on line 17b.
entities, enter an EIN. at least 75% but not more than 125% Line 21. Other amounts received.
of the actual amount required to be Enter amounts received that are not
Line 8b(2). If the related party is a reported. specifically reported on lines 9
foreign person, enter the related through 20. Include amounts on
party's reference ID number, if Small amounts. If any actual amount
required. A reference ID number is in a transaction or a series of line 21 to the extent that these
required only in cases where no U.S. transactions between a foreign related amounts are taken into account in
identifying number was entered for the party and the reporting corporation determining the taxable income of the
foreign related party on line 8b(1). does not exceed a total of $50,000, reporting corporation.
However, filers are permitted to enter the amount may be reported as Line 31. Amounts loaned. Report
both an EIN and a reference ID “$50,000 or less.” amounts loaned (including loans in
number. If applicable, enter the Lines 11 and 25. Report on these place at the beginning of the tax year)
reference ID number you have lines platform contribution transaction using either the outstanding balance
assigned to the foreign related party. payments received and paid by the method or the monthly average
See Reference ID number, earlier, for reporting corporation (without giving method. If the outstanding balance
more information. effect to any netting of payments due method is used, enter the beginning
and owed). See Regulations section and ending outstanding balances for
Part IV—Monetary 1.482-7(b)(1)(ii). the tax year on lines 31a and 31b. If
the monthly average method is used,
Transactions Between
Note. The term “platform contribution skip line 31a and enter the monthly
Reporting Corporations transaction” is not limited to average for the tax year on line 31b.
and Foreign Related Party transactions that occurred on or after Line 32. Interest paid. Report the
January 5, 2009, or transactions that amount of interest paid or accrued. If
Note. Do not complete Part IV for occur according to a CSA that was not the amount of interest paid or accrued
transactions with a domestic related in effect before January 5, 2009. See is subject to the limitation of section
party. Regulations sections 1.482-7(m)(1) 163(j), report only the amount allowed
When completing Part IV or Part VI, and (m)(2)(i). as a deduction under that section. For
the terms “paid” and “received” Lines 12 and 26. Report on these more information, see the Instructions
include accrued payments and lines cost sharing transaction for Form 8990. Any amounts accrued
accrued receipts. payments received and paid by the or paid in excess of the amount
State all amounts in U.S. dollars reporting corporation (without giving allowed as a deduction under section
and attach a schedule showing the effect to any netting of payments). 163(j) will be treated as interest paid
exchange rates used. See Regulations section 1.482-7(b)(1) or accrued in a subsequent year and
(i). The corporation is required to are required to be reported on this line
If the related party transactions complete line 12 only if the in the year the deferred amount is
occur between a related party and a corporation itself incurred intangible allowed as a deduction.
partnership that is, in whole or in part, development costs (IDCs). If the Line 35. Other amounts paid. Enter
owned by a reporting corporation, the corporation does not itself incur IDCs, amounts paid that are not specifically
reporting corporation reports only the then it should only report cost sharing reported on lines 23 through 34.
percentage of the value of the transaction payments made on Include amounts on line 35 to the
transaction(s) equal to the percentage line 26. extent that these amounts are taken
of its partnership interest. This rule

Instructions for Form 5472 (Rev. 1-2024) 5

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into account in determining the See the instructions for Part IV, Extent to which deduction is
taxable income of the reporting earlier, for information on reasonable disallowed. When section 267A
corporation. estimates and small amounts. applies to interest or royalty paid or
accrued pursuant to a hybrid
Part V—Reportable Part VII—Additional arrangement, it generally disallows a
Transactions of a Information deduction for the amount to the extent
that, under the foreign tax law, there is
Reporting Corporation All reporting corporations not a corresponding income inclusion
That Is a Foreign-Owned ! must complete the additional (including long-term deferral).
U.S. DE CAUTION information in Part VII.
However, the deduction is not
You must check the box in Part V if disallowed to the extent the amount is
Lines 40a and 40b. Section 267A
you are a foreign-owned DE that had directly or indirectly included in
disallows a deduction for certain
any other transaction, as defined by income in the United States, such as if
interest or royalty paid or accrued
Regulations section 1.482-1(i)(7) not the amount is taken into account with
pursuant to a hybrid arrangement, to
already entered in Part IV. These respect to a U.S. shareholder under
the extent that, under the foreign tax
transactions include amounts paid or section 951(a) or section 951A. For
law, there is not a corresponding
received in connection with the additional information, see
income inclusion (including long-term
formation, dissolution, acquisition, Regulations sections 1.267A-2
deferral). Report on line 40b the total
and disposition of the entity, including through 1.267A-4. For examples
amount of interest and royalty paid or
contributions to, and distributions illustrating the application of section
accrued by the reporting corporation
from, the entity. Describe these on an 267A, see Regulations section
(including, in the case of a reporting
attached statement. 1.267A-7.
corporation that is a partner of a
partnership, the reporting Lines 41a–41d. Check the “Yes” box
Part VI—Nonmonetary and corporation’s allocable share of on line 41a if the filer of this Form
Less-Than-Full interest or royalty paid or accrued by 5472 is claiming a deduction under
Consideration the partnership) for which a deduction section 250 with respect to
Transactions Between the is disallowed under section 267A. foreign-derived intangible income
(FDII) derived from any transaction
Reporting Corporation and Payments to which section 267A with the foreign related party and
the Foreign Related Party applies. Interest or royalty paid or enter those amounts as requested on
accrued by the reporting corporation lines 41b through 41d. State all
Note. Do not complete Part VI for (including through a partnership) is amounts in U.S. dollars and attach a
transactions with a domestic related subject to section 267A. Section 267A schedule showing the exchange rates
party. generally applies to interest or royalty used. With respect to lines 41b and
paid or accrued pursuant to a hybrid 41c, the term “sales” includes any
If the related party is a foreign arrangement (such as, for example, a lease, license, sublicense, exchange,
person, the reporting corporation must payment pursuant to a hybrid or other disposition of property. See
attach a schedule describing each instrument, or a payment to a reverse Regulations section 1.250(b)-3(b)
reportable transaction or group of hybrid), provided that the payment or (16).
reportable transactions. The accrual is to a related party (or
If the filer of this Form 5472 is not
description must include sufficient pursuant to a structured
claiming a deduction under section
information so that the nature and arrangement). In addition, pursuant to
250 with respect to FDII derived from
approximate monetary value of the an imported mismatch rule, section
any transaction with the foreign
transaction or group of transactions 267A generally applies to interest or
related party, check the “No” box on
can be determined. The schedule royalty paid or accrued pursuant to a
line 41a and skip lines 41b through
should include: non-hybrid arrangement where the
41d.
1. A description of all property income attributable to that payment or
(including monetary consideration), accrual is directly or indirectly offset See Form 8993 and its instructions
rights, or obligations transferred from by certain deductions involving for information on the section 250
the reporting corporation to the foreign hybridity incurred by a related party or deduction.
related party and from the foreign pursuant to a structured arrangement. Line 42a. Check the “Yes” box if,
related party to the reporting However, section 267A does not apply during the tax year, the reporting
corporation; if a de minimis exception is satisfied. corporation had any loans to or from
2. A description of all services See Regulations section 1.267A-1(c). the related party to which the
performed by the reporting For purposes of section 267A, interest safe-haven rate rules of Regulations
corporation for the foreign related and royalty are defined broadly. For section 1.482-2(a)(2)(iii)(B) are
party and by the foreign related party additional information about applicable, and for which the reporting
for the reporting corporation; and arrangements subject to section corporation used a rate of interest
3. A reasonable estimate of the 267A, see Regulations sections within the relevant safe-haven range
FMV of all properties and services 1.267A-2 and 1.267A-4. Also see the (100% to 130% of the Applicable
exchanged, if possible, or some other anti-avoidance rule under Regulations Federal Rate (AFR) for the relevant
reasonable indicator of value. section 1.267A-5(b)(6). term).

6 Instructions for Form 5472 (Rev. 1-2024)

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Line 42b. Check the "Yes" box if          the property exchanged for the debt      compensation is directly identified 
during the tax year the reporting         instruments), and of the distributions   with, or reasonably allocable to, the 
corporation had any loans to or from      and/or acquisitions described in         intangible development activity (IDA) 
the related party to which the            Regulations section 1.385-3(b)(3)(i)     under the CSA. See Regulations 
safe-haven rate rules of Regulations      (as measured by the FMV of the           section 1.482-7(d)(3) and Notice 
section 1.482-2(a)(2)(iii)(B) are         property distributed and/or acquired).   2005-99 for more information on 
                                                                                   determining the measurement and 
applicable, and for which the reporting   Line 43b(2).  Provide the total 
                                                                                   timing of stock-based compensation 
corporation used a rate of interest       amount (as measured by issue price 
                                                                                   IDCs, including an election available 
outside the relevant safe-haven range     in the case of an instrument treated as 
                                                                                   with respect to options on publicly 
(100% to 130% of the AFR for the          stock upon issuance, or adjusted 
                                                                                   traded stock and certain other 
relevant term).                           issue price in the case of an 
                                                                                   stock-based compensation. If the 
Lines 43a and 43b                         instrument deemed exchanged for 
                                                                                   taxpayer made the election described 
                                          stock) of the debt instrument 
                                                                                   in Regulations section 1.482-7(d)(3)
Note. Complete lines 43a, 43b(1),         issuances addressed by line 43a. See 
                                                                                   (iii)(B) or Notice 2005-99, the taxpayer 
and 43b(2) only if the reporting          Regulations sections 1.385-1(d)(1) 
                                                                                   should attach a statement to Form 
corporation is a domestic corporation.    and 1.385-3(d). The adjusted issue 
                                                                                   5472 explaining that the taxpayer 
(Do not complete these lines if the       price of a debt instrument is the issue 
                                                                                   made such election and include in 
reporting corporation is a                price increased by the amount of 
                                                                                   such statement the total amount of 
foreign-owned U.S. DE.) In completing     original issue discount previously 
                                                                                   stock-based compensation taken into 
these lines, do not account for debt      includible in gross income of any 
                                                                                   account as an IDC for the tax year 
instruments that were issued, or          holder and decreased by payments 
                                                                                   pursuant to such election. If the 
distributions or acquisitions that        other than payments of qualified 
                                                                                   taxpayer attaches the statement 
occurred, before April 5, 2016. See       stated interest. See section 1272(a)
                                                                                   described in the previous sentence, 
Regulations sections 1.385-3(g)(3)        (4) and Regulations section 
and (b)(3)(viii).                         1.1275-1(b)(1).                          then in the entry space provided for 
                                                                                   line 48b the taxpayer should include 
                                                                                   the total amount of stock-based 
Line 43a. Check the “Yes” box if the      Part VIII—Cost Sharing 
reporting corporation issued a                                                     compensation taken into account as 
covered debt instrument in any of the     Arrangement (CSA)                        an IDC, including stock-based 
transactions described in Regulations     Note. A separate Part VIII must be       compensation pursuant to the election 
section 1.385-3(b)(2) during the tax      filed for each CSA, as defined in        described above and any not subject 
year with respect to a related party      Regulations section 1.482-7(b) in        to such election.
that is a corporation. Also check “Yes”   which the reporting corporation was a 
                                                                                   Check the appropriate box on 
if the reporting corporation issued or    controlled participant (as defined in 
                                                                                   line 48c to indicate whether any 
refinanced indebtedness owed to a         Regulations section 1.482-7(j)) during 
                                                                                   stock-based compensation was 
related party that is a corporation       the tax year.
                                                                                   granted during the term of the CSA to 
during the 36 months before or after      All amounts should be reported in        individuals who performed functions 
the date of a distribution or acquisition U.S. dollars.                            in business activities that generate 
described in Regulations section          Line 44. Provide a brief description of  cost shared intangibles that was not 
1.385-3(b)(3)(i) made by the reporting    the CSA, including the industry and      treated as directly identified with, or 
corporation, and either the issuance      intangibles involved, and sufficient     reasonably allocable to, the IDA, as 
or refinance of indebtedness, or the      detail to distinguish the CSA from any   defined in Regulations section 
distribution or acquisition, occurred     other CSAs in which the reporting        1.482-7(d)(1)(i). This would include 
during the tax year. Otherwise, check     corporation is a controlled participant. stock-based compensation granted in 
“No.” Apply Regulations section                                                    earlier years (which could give rise to 
1.385-3(b)(3)(iii)(E) to determine        Line 47. Enter the reporting             deductions in the current tax year) that 
when a debt instrument is treated as      corporation’s share of reasonably        were not treated as identified with, or 
issued for purposes of Regulations        anticipated benefits (RAB) for the       reasonably allocable to, the IDA.
section 1.385-3(b)(3)(iii). Apply         CSA during the tax year. See 
Regulations section 1.385-3(f) in the     Regulations section 1.482-7(e) for       Lines 49a and 49b. For the tax year, 
case of a controlled partnership within   rules on determining and updating a      enter the total amount of IDCs for the 
the meaning of Regulations section        controlled participant’s RAB share. If   CSA on line 49a. See Regulations 
1.385-1(c)(1).                            the reporting corporation applied more   section 1.482-7(d) for more 
                                          than one RAB share during the tax        information on IDCs. On line 49b, 
Debt that the reporting corporation                                                enter the amount of IDCs allocable to 
                                          year in determining its share of IDCs, 
treats as stock pursuant to                                                        the reporting corporation for the tax 
                                          enter the RAB share that was applied 
Regulations section 1.385-3 still                                                  year based on the reporting 
                                          to IDCs incurred at the end of the 
should be included when completing                                                 corporation’s RAB share.
                                          year. See Regulations section 
line 43a.
                                          1.482-7(d) for more information on 
Line 43b(1). Provide the total            IDCs.
amount of the transactions described 
                                          Lines 48b and 48c. See Regulations 
in Regulations section 1.385-3(b)(2) 
                                          section 1.482-7 for more information 
(as measured by the FMV of the 
                                          on determining whether stock-based 
distributions or, as the case may be, of 

Instructions for Form 5472 (Rev. 1-2024)                                                                                   7

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Part IX—Base Erosion (B) and Regulations section to carry out the Internal Revenue laws
1.59A-3(c) for further details. of the United States. You are required
Payments and Base
The term “base erosion tax benefit” to give us the information. We need it
Erosion Tax Benefits to ensure that you are complying with
also includes certain reductions in
Under Section 59A gross premiums with respect to these laws and to allow us to figure
Line 50. Enter the amount of base certain reinsurance payments and collect the right amount of tax.
erosion payments made by the described in section 59A(d)(3) and
You are not required to provide the
reporting corporation (if any). The Regulations section 1.59A-3(c)(1)(iii)
information requested on a form that
term “base erosion payment” and certain reductions in gross
is subject to the Paperwork Reduction
generally means any amount paid or receipts with respect to certain
Act unless the form displays a valid
accrued by the reporting corporation expatriated entities described in
OMB control number. Books or
to a foreign person, which is a related section 59A(d)(4) and Regulations
records relating to a form or its
party, and with respect to which a section 1.59A-3(c)(1)(iv).
instructions must be retained as long
deduction is allowed under chapter 1 Line 52. Enter the amount of as their contents may become
of the Code. See section 59A(d)(1) qualified derivative payments made by material in the administration of any
and Regulations section 1.59A-3(b)(1) the reporting corporation. The term Internal Revenue law. Generally, tax
(i). “qualified derivative payment” returns and return information are
Base erosion payments also generally means any payment made confidential, as required by section
include amounts paid or accrued by by a taxpayer according to a derivative 6103.
the reporting corporation to a foreign with respect to which the taxpayer:
related party in connection with the • Recognizes gain or loss as if such The time needed to complete and
acquisition of depreciable or derivative were sold for its FMV on the file this form will vary depending on
amortizable property (see section last business day of the tax year (and individual circumstances. The
59A(d)(2) and Regulations section any additional times required by the estimated burden for business
1.59A-3(b)(1)(ii)), certain reinsurance taxpayer’s method of accounting); taxpayers filing this form is approved
payments (see section 59A(d)(3) and • Treats any gain or loss so under OMB control number
Regulations section 1.59A-3(b)(1)(iii)), recognized as ordinary; and 1545-0123. The estimated burden for
and certain payments relating to • Treats the character of all items of all other taxpayers who file this form
expatriated entities (see section income, deduction, gain, or loss with is:
59A(d)(4) and Regulations section respect to a payment according to the
1.59A-3(b)(1)(iv)). derivative as ordinary. Recordkeeping. . . . . . 17 hr., 42 min.
For additional information about Determine the amount of the Learning about the law
base erosion payments, including qualified derivative payments after or the form. . . . . . . . . 3 hr., 4 min.
rules for determining the amount paid combining all items of income, gain, Preparing and sending
or accrued, and certain exceptions, loss, or deduction arising with respect the form to the IRS . . . 3 hr., 30 min.
see Regulations section 1.59A-3. to the position during the tax year. A
qualified derivative payment is not a
Line 51. Enter the amount of base
base erosion payment or a base
erosion tax benefits of the reporting If you have comments concerning
erosion tax benefit and should not be
corporation (if any). The term “base the accuracy of these time estimates
included on Part IX, lines 50 and 51.
erosion tax benefit” generally means or suggestions for making this form
See section 59A(h) and Regulations
any deduction that is allowed under simpler, we would be happy to hear
section 1.59A-6 for further details.
chapter 1 for the tax year with respect from you. See the instructions for the
to any base erosion payment. See tax return with which this form is filed.
Paperwork Reduction Act Notice.
sections 59A(c)(2)(A) and 59A(c)(2)
We ask for the information on this form

8 Instructions for Form 5472 (Rev. 1-2024)

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