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Department of the Treasury
Internal Revenue Service
Instructions for Form 5472

(Rev. January 2023)
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 shareholder at any time during the tax “Related party” does not include
Revenue Code unless otherwise noted. year. any corporation filing a consolidated
federal income tax return with the
Future Developments 25% foreign shareholder.
reporting corporation.
For the latest information about Generally, a foreign person (defined
developments related to Form 5472 later) is a 25% foreign shareholder if The rules in section 318 apply to
and its instructions, such as the person owns, directly or indirectly, the definition of related party with the
legislation enacted after they were at least 25% of either: modifications listed under the
published, go to IRS.gov/Form5472. • The total voting power of all classes definition of 25% foreign shareholder,
of stock entitled to vote, or earlier.
What's New • The total value of all classes of Reportable transaction. A
stock of the corporation. reportable transaction is:
Part VII, lines 41a through 41d. On Any type of transaction listed in Part
The constructive ownership rules of •
Form 5472, these lines have been IV (for example, sales, rents, etc.) for
section 318 apply with the following
reworded to reflect the final which monetary consideration
modifications to determine if a
regulations under section 250 (T.D. (including U.S. and foreign currency)
corporation is 25% foreign owned.
9901, 85 FR 43042, July 15, 2020, as was the sole consideration paid or
Substitute “10%” for “50%” in section
amended by 85 FR 68249, Oct. 28, received during the reporting
318(a)(2)(C). Do not apply sections
2020; T.D. 9956, 86 FR 52971, Sept. corporation’s tax year;
318(a)(3)(A), (B), and (C), so as to
24, 2021). Any transaction listed in Part V; or
consider a U.S. person as owning •
Part VIII, lines 48b and 48c. These stock that is owned by a foreign • Any transaction or group of
instructions have a new attachment person. transactions listed in Part VI.
requirement for Part VIII, lines 48b Transactions with a U.S. related
Direct 25% foreign shareholder.
and 48c. Specifically, if the taxpayer party, however, are not required to be
A foreign person is a direct 25%
made the election described in specifically identified in Parts IV, V,
foreign shareholder if it owns directly
Regulations section 1.482-7(d)(3)(iii) and VI.
at least 25% of the stock of the
(B) or Notice 2005-99, the taxpayer is
reporting corporation by vote or value.
required to attach the statement Foreign person. A foreign person is:
described in the instructions for Part Ultimate indirect 25% foreign • An individual who is not a citizen or
resident of the United States;
VIII, lines 48b and 48c, later. shareholder. An ultimate indirect
25% foreign shareholder is a 25% • An individual who is a citizen or
resident of a U.S. possession who is
General Instructions foreign shareholder whose ownership
not otherwise a citizen or resident of
of stock of the reporting corporation is
the United States;
Purpose of Form not attributed (under the principles of
sections 958(a)(1) and (2)) to any • Any partnership, association,
Use Form 5472 to provide information company, or corporation that is not
other 25% foreign shareholder. See
required under sections 6038A and created or organized in the United
Rev. Proc. 91-55, 1991-2 C.B. 784.
6038C when reportable transactions States;
occur during the tax year of a Related party. A related party is: • Any foreign estate or foreign trust
reporting corporation with a foreign or • Any direct or indirect 25% foreign described in section 7701(a)(31); or
domestic related party. shareholder of the reporting • Any foreign government (or agency
corporation, or instrumentality thereof) to the
Definitions • Any person who is related (within extent that the foreign government is
the meaning of section 267(b) or
Reporting corporation. A reporting engaged in the conduct of a
707(b)(1)) to the reporting
corporation is either: commercial activity, as defined in
corporation,
• A 25% foreign-owned U.S. section 892.
corporation (including a • Any person who is related (within However, the term “foreign person”
the meaning of section 267(b) or
foreign-owned U.S. disregarded entity does not include any foreign person
707(b)(1)) to a 25% foreign
(DE)), or who consents to the filing of a joint
shareholder of the reporting
• A foreign corporation engaged in a income tax return.
corporation, or
trade or business within the United Disregarded entity (DE). A DE is an
States. • Any other person who is related to
the reporting corporation within the entity that is disregarded as an entity
25% foreign owned. A corporation meaning of section 482 and the separate from its owner for U.S.
is 25% foreign owned if it has at least related regulations. income tax purposes under
one direct or indirect 25% foreign Regulations sections 301.7701-2 and

Oct 31, 2022 Cat. No. 59641T

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

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If you are a foreign-owned determine the correct treatment of Line 1h. Enter the total value in U.S.
! U.S. DE, you cannot file Form transactions with related parties. See dollars of all foreign related party
CAUTION 5472 electronically. See Regulations section 1.6038A-3 for transactions reported in Parts IV and
Foreign-owned U.S. DEs under When more detailed information. Also, see VI (and if the reporting corporation is a
and Where To File, earlier, for Regulations sections 1.6038A-1(h) foreign-owned U.S. DE, Part V) of all
acceptable methods of filing. and 1.6038A-1(i) for special rules that Forms 5472 filed for the tax year. This
apply to small corporations and is the total of the amounts entered on
reporting corporations with related
Accrued Payments and line 1f of all Forms 5472 filed for the
party transactions of de minimis value. tax year (including this one).
Receipts
A reporting corporation that uses an Line 1j. Check the box if this is the
accrual method of accounting must Specific Instructions first year the U.S. reporting
use accrued payments and accrued corporation has filed a Form 5472.
receipts for purposes of computing Part I—Reporting
Line 1k. Complete Part VIII for each
the total amount to enter on each line Corporation cost sharing arrangement (CSA) and
of Form 5472. See Regulations Line 1a. Address. Include the suite, enter the total number of Parts VIII
section 1.6038A-2(b)(10). room, or other unit number after the attached to Form 5472 on line 1k.
street address. If the Post Office does Line 1o. Provide the principal
Penalties not deliver mail to the street address country(ies) where business is
Penalties for failure to file Form and the corporation has a P.O. box, conducted. Do not include any
5472. A penalty of $25,000 will be show the box number instead. country(ies) in which business is
assessed on any reporting Foreign address. Enter the conducted solely through a
corporation that fails to file Form 5472 subsidiary. Do not enter “worldwide”
information in the following order: city,
when due and in the manner instead of listing the country(ies).
province or state, and country. Follow
prescribed. The penalty also applies These rules also apply to lines 5c, 6c,
the country’s practice for entering the
for failure to maintain records as postal code, if any. Do not abbreviate and 7c of Part II, and line 8f of Part III.
required by Regulations section the country name. Line 2. For purposes of this line:
1.6038A-3.
Line 1c. Total assets. Domestic • Foreign person has the same
Note. Filing a substantially reporting corporations enter the total meaning as provided earlier under
incomplete Form 5472 constitutes a assets from Form 1120, page 1, item Definitions; and
failure to file Form 5472. D. Foreign reporting corporations • 50% direct or indirect ownership is
Each member of a group of enter the amount from Form 1120-F, determined by applying the
corporations filing a consolidated Schedule L, line 17, column (d). constructive ownership rules of
section 318 with the modifications
information return is a separate Lines 1d and 1e. Enter a description listed under the definition of 25%
reporting corporation subject to a of the principal business activity and foreign shareholder, earlier.
separate $25,000 penalty and each enter the principal business activity
member is jointly and severally liable. code. See the Instructions for Form Line 3. Check this box if you are a
If the failure continues for more 1120 or the Instructions for Form foreign-owned U.S. DE.
than 90 days after notification by the 1120-F for a list of principal business
IRS, an additional penalty of $25,000 activities and their associated codes. Part II—25% Foreign
will apply. This penalty applies with Shareholder
Line 1f. Enter the total value in U.S.
respect to each related party for which Note. Only 25% foreign-owned U.S.
dollars of all foreign related party
a failure occurs for each 30-day transactions reported in Parts IV and corporations, including foreign-owned
period (or part of a 30-day period) U.S. DEs, complete Part II. For a
VI (and if the reporting corporation is a
during which the failure continues foreign-owned U.S. DE, Part V) of this foreign-owned U.S. DE, report the
after the 90-day period ends. information for the foreign owner on
Form 5472. This is the total of the
Criminal penalties under sections amounts entered on lines 22 and 36 of the lines provided for the 25% foreign
7203, 7206, and 7207 may also apply Part IV plus the fair market value shareholder.
for failure to submit information or for (FMV) of the nonmonetary and less The form provides sufficient space
filing false or fraudulent information. than full consideration transactions to report information for two direct
reported in Part VI. Do not complete 25% foreign shareholders and two
Record Maintenance line 1f if the reportable transaction is ultimate indirect 25% foreign
Requirements with a U.S. related party. shareholders. If more space is
needed, show the information
A reporting corporation must keep the Line 1g. File a separate Form 5472 requested in Part II on an attached
permanent books of account or for each foreign or U.S. person who is sheet.
records as required by section 6001. a related party with which the
These books must be sufficient to reporting corporation had a reportable Report on lines 4a through 4e
establish the correctness of the transaction. Enter the total number of information about the direct 25%
reporting corporation’s federal income Forms 5472 (including this one) being foreign shareholder who owns (by
tax return, including information or filed for the tax year. vote or value) the largest percentage
records that might be relevant to

Instructions for Form 5472 (Rev. 1-2023) -3-

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of the stock of the U.S. reporting numbers are used to uniquely identify first tax year that Form 5472 is filed
corporation. the 25% foreign shareholder or after an entity classification election is
related foreign party in order to keep made on behalf of the 25% foreign
Report on lines 5a through 5e track of such foreign person from tax shareholder or related foreign party on
information about the direct 25% year to tax year. The reference ID Form 8832, the new EIN must be
foreign shareholder who owns (by number must meet the requirements entered in the applicable entry space
vote or value) the second largest set forth later. in Part II or Part III and the old
percentage of the stock of the U.S. reference ID number must be entered
reporting corporation. Note. Because reference ID numbers in the applicable entry space to the
are established by or on behalf of the
Report on lines 6a through 6e right. In subsequent years, the Form
reporting corporation filing Form 5472,
information about the ultimate indirect 5472 filer may continue to enter both
there is no need to apply to the IRS to
25% foreign shareholder who owns the EIN and the reference ID number,
request a reference ID number or for
(by vote or value) the largest but must enter at least the EIN.
permission to use these numbers.
percentage of the stock of the U.S. You must correlate the reference ID
reporting corporation. Requirements. The reference ID numbers as follows.
number that is entered must be • New reference ID number [space]
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
(by vote or value) the second largest reference ID number is limited to 50 a space between each such number.
percentage of the stock of the U.S. characters. • As indicated earlier, the length of a
reporting corporation. given reference ID number is limited
For these purposes, the term
Part II, heading. Check the box if “alphanumeric” means the entry can to 50 characters and each number
any direct or indirect 25% foreign be alphabetical, numeric, or any must 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
defined in section 7874(a)(2)(B) Note. This correlation requirement
must be used consistently from tax
resulting from an inversion in the applies only to the first year the new
year to tax year with respect to a given
current year or in the previous 10 reference ID number is used.
25% foreign shareholder or related
years. Lines 4b(3), 5b(3), 6b(3), and
foreign party. If for any reason a
Lines 4b(1), 5b(1), 6b(1), and reference ID number falls out of use 7b(3). A foreign-owned U.S. DE
7b(1). For each 25% foreign (for example, the 25% foreign must enter a foreign taxpayer
shareholder listed in Part II, enter the shareholder or related foreign party no identification number (FTIN), if any,
shareholder's U.S. identifying number, longer exists due to disposition or for each direct and ultimate foreign
if any. Individuals should enter a liquidation), the reference ID number owner listed in Part II. If a
social security number (SSN), or an used for such foreign person cannot foreign-owned U.S. DE has, as a
individual taxpayer identification be used again for another 25% foreign direct owner, a foreign DE, report that
number (ITIN) issued by the IRS. All shareholder or related foreign party foreign DE as the direct owner. The
other entities should enter an EIN. for purposes of Form 5472 reporting. FTIN should be used consistently on
an annual basis when filing Form
Lines 4b(2), 5b(2), 6b(2), and There are some situations that 5472, as an EIN or reference ID
7b(2). For each 25% foreign warrant correlation of a new reference number would be used. If you do not
shareholder listed in Part II, enter the ID number with a previous reference have an FTIN, enter “None” or “N/A” in
shareholder's reference ID number, if ID number when assigning a new the FTIN block. If you have a U.S.
required. A reference ID number is reference ID number to a 25% foreign identifying number and/or reference
required only in cases where no U.S. shareholder or related foreign party. ID number, you can enter it in the
identifying number was entered for the For example, in the case of a appropriate block, as discussed
shareholder on the preceding line merger or acquisition involving a 25% earlier.
(line 4b(1), 5b(1), 6b(1), or 7b(1), foreign shareholder or related foreign Filers of Form 5472, other than
respectively). However, filers are party, a Form 5472 filer must use a foreign-owned U.S. DEs, can enter an
permitted to enter both an EIN and a reference ID number that correlates FTIN on these lines. However, they
reference ID number. If applicable, the previous reference ID number with must also enter a U.S. identifying
enter the reference ID number the new reference ID number number or reference ID number on
(defined later) you have assigned to assigned to the 25% foreign lines 4b(1)/7b(1) or 4b(2)/7b(2),
the 25% foreign shareholder. shareholder or related foreign party. respectively. If you are not a
Reference ID number. A In the case of an entity foreign-owned U.S. DE, and do not
reference ID number is a number classification election that is made on have an FTIN, leave the block blank.
established by or on behalf of the behalf of a 25% foreign shareholder or
reporting corporation identified in Part related foreign party on Form 8832, Lines 6a–6e and lines 7a–7e.
I that is assigned to 25% foreign Regulations section 301.6109-1(b)(2) Attach an explanation of the
shareholders and/or related foreign (v) requires the 25% foreign attribution of ownership. See Rev.
parties with respect to which Form shareholder or related foreign party to Proc. 91-55, and Regulations section
5472 reporting is required. These have an EIN for this election. For the 1.6038A-1(e).

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

Instructions for Form 5472 (Rev. 1-2023) -5-

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into account in determining the If the entire consideration received satisfied. See Regulations section
taxable income of the reporting for any transaction includes both 1.267A-1(c). For purposes of section
corporation. tangible and intangible property and 267A, interest and royalty are defined
the consideration paid is solely broadly. For additional information
Part V—Reportable monetary consideration, report the about arrangements subject to section
Transactions of a transaction in Part IV instead of Part 267A, see Regulations sections
VI if the intangible property was 1.267A-2 and 1.267A-4. Also see the
Reporting Corporation related and incidental to the transfer anti-avoidance rule under Regulations
That Is a Foreign-Owned of the tangible property (for example, section 1.267A-5(b)(6).
U.S. DE a right to warranty services).
Extent to which deduction is
You must check the box in Part V if disallowed. When section 267A
See the instructions for Part IV,
you are a foreign-owned DE that had applies to interest or royalty paid or
earlier, for information on reasonable
any other transaction, as defined by accrued pursuant to a hybrid
estimates and small amounts.
Regulations section 1.482-1(i)(7) not arrangement, it generally disallows a
already entered in Part IV. These deduction for the amount to the extent
transactions include amounts paid or Part VII—Additional
received in connection with the Information that, under the foreign tax law, there is
not a corresponding income inclusion
formation, dissolution, acquisition, All reporting corporations (including long-term deferral).
and disposition of the entity, including ! must complete the additional However, the deduction is not
contributions to, and distributions CAUTION information in Part VII. disallowed to the extent the amount is
from, the entity. Describe these on an directly or indirectly included in
attached statement. Lines 40a and 40b. Section 267A income in the United States, such as if
disallows a deduction for certain the amount is taken into account with
Part VI—Nonmonetary and interest or royalty paid or accrued respect to a U.S. shareholder under
Less-Than-Full pursuant to a hybrid arrangement, to section 951(a) or section 951A. For
Consideration the extent that, under the foreign tax additional information, see
law, there is not a corresponding Regulations sections 1.267A-2
Transactions Between the income inclusion (including long-term through 1.267A-4. For examples
Reporting Corporation and deferral). Report on line 40b the total illustrating the application of section
the Foreign Related Party amount of interest and royalty paid or 267A, see Regulations section
accrued by the reporting corporation 1.267A-7.
Note. Do not complete Part VI for (including, in the case of a reporting
transactions with a domestic related corporation that is a partner of a Lines 41a–41d. Check the “Yes” box
party. partnership, the reporting on line 41a if the filer of this Form
corporation’s allocable share of 5472 is claiming a deduction under
If the related party is a foreign section 250 with respect to
interest or royalty paid or accrued by
person, the reporting corporation must foreign-derived intangible income
the partnership) for which a deduction
attach a schedule describing each (FDII) derived from any transaction
is disallowed under section 267A.
reportable transaction or group of with the foreign corporation and enter
reportable transactions. The Payments to which section 267A those amounts as requested on lines
description must include sufficient applies. Interest or royalty paid or 41b through 41d. State all amounts in
information so that the nature and accrued by the reporting corporation U.S. dollars and attach a schedule
approximate monetary value of the (including through a partnership) is showing the exchange rates used.
transaction or group of transactions subject to section 267A. Section 267A With respect to lines 41b and 41c, the
can be determined. The schedule generally applies to interest or royalty term “sales” includes any lease,
should include: paid or accrued pursuant to a hybrid license, exchange, or other
1. A description of all property arrangement (such as, for example, a disposition of property. See
(including monetary consideration), payment pursuant to a hybrid Regulations section 1.250(b)-3(b)
rights, or obligations transferred from instrument, or a payment to a reverse (16).
the reporting corporation to the hybrid), provided that the payment or If the filer of this Form 5472 is not
foreign related party and from the accrual is to a related party (or claiming a deduction under section
foreign related party to the reporting pursuant to a structured 250 with respect to FDII derived from
corporation; arrangement). In addition, pursuant to any transaction with the foreign
an imported mismatch rule, section
2. A description of all services corporation, check the “No” box on
267A generally applies to interest or
performed by the reporting line 41a and skip lines 41b through
royalty paid or accrued pursuant to a
corporation for the foreign related 41d.
non-hybrid arrangement where the
party and by the foreign related party See Form 8993 and its instructions
income attributable to that payment or
for the reporting corporation; and for information on the section 250
accrual is directly or indirectly offset
3. A reasonable estimate of the by certain deductions involving deduction.
FMV of all properties and services hybridity incurred by a related party or Line 42. Check the “Yes” box if,
exchanged, if possible, or some other pursuant to a structured arrangement. during the tax year, the reporting
reasonable indicator of value. However, section 267A does not corporation had any loans to or from
apply if a de minimis exception is
-6- Instructions for Form 5472 (Rev. 1-2023)

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the related party, to which the          by the fair market value of the          2005-99 for more information on 
safe-haven rate rules of Regulations     property distributed and/or acquired).   determining the measurement and 
section 1.482-2(a)(2)(iii)(B) are                                                 timing of stock-based compensation 
                                         Line 43b(2). Provide the total 
applicable, and for which the reporting                                           IDCs, including an election available 
                                         amount (as measured by issue price 
corporation used a rate of interest                                               with respect to options on publicly 
                                         in the case of an instrument treated as 
within the safe-haven range of                                                    traded stock and certain other 
                                         stock upon issuance, or adjusted 
Regulations section 1.482-2(a)(2)(iii)                                            stock-based compensation. If the 
                                         issue price in the case of an 
(B)(1) (100% to 130% of the                                                       taxpayer made the election described 
                                         instrument deemed exchanged for 
Applicable Federal Rate (AFR) for the                                             in Regulations section 1.482-7(d)(3)
                                         stock) of the debt instrument 
relevant term).                                                                   (iii)(B) or Notice 2005-99, the taxpayer 
                                         issuances addressed by line 43a. See 
                                                                                  should attach a statement to Form 
Note. Complete lines 43a, 43b(1),        Regulations sections 1.385-1(d)(1) 
                                                                                  5472 explaining that the taxpayer 
and 43b(2) only if the reporting         and 1.385-3(d). The adjusted issue 
                                                                                  made such election and include in 
corporation is a domestic corporation.   price of a debt instrument is the issue 
                                                                                  such statement the total amount of 
(Do not complete these lines if the      price increased by the amount of 
                                                                                  stock-based compensation taken into 
reporting corporation is a               original issue discount previously 
                                                                                  account as an IDC for the tax year 
foreign-owned U.S. DE.) In               includible in gross income of any 
                                                                                  pursuant to such election. If the 
completing these lines, do not           holder and decreased by payments 
                                                                                  taxpayer attaches the statement 
account for debt instruments that        other than payments of qualified 
                                                                                  described in the previous sentence, 
were issued, or distributions or         stated interest. See section 1272(a)
                                                                                  then in the entry space provided for 
acquisitions that occurred, before       (4) and Regulations section 
                                                                                  line 48b the taxpayer should include 
April 5, 2016. See Regulations           1.1275-1(b)(1).
                                                                                  the total amount of stock-based 
sections 1.385-3(g)(3) and (b)(3)(viii).                                          compensation taken into account as 
                                         Part VIII—Cost Sharing 
Line 43a. Check “Yes” if, during the                                              an IDC, including stock-based 
                                         Arrangement (CSA)
tax year, the reporting corporation                                               compensation pursuant to the election 
                                         Note. A separate Part VIII must be 
engaged in at least one of the                                                    described above and any not subject 
                                         filed for each CSA, as defined in 
transactions described in Regulations                                             to such election.
                                         Regulations section 1.482-7(b) in 
section 1.385-3(b)(2). Also check                                                 Check the appropriate box on 
                                         which the reporting corporation was a 
“Yes” if, taking into account                                                     line 48c to indicate whether any 
                                         controlled participant (as defined in 
issuances, distributions, and                                                     stock-based compensation was 
                                         Regulations section 1.482-7(j)) during 
acquisitions during the tax year and                                              granted during the term of the CSA to 
                                         the tax year. All amounts should be 
previous tax years, the reporting                                                 individuals who performed functions 
                                         reported in U.S. dollars.
corporation had issued a debt                                                     in business activities that generate 
instrument to a related party during a   Line 44. Provide a brief description of  cost shared intangibles that was not 
period described in Regulations          the CSA, including the industry and      treated as directly identified with, or 
section 1.385-3(b)(3)(iii), which        intangibles involved, and sufficient     reasonably allocable to, the IDA, as 
addresses certain issuances of debt      detail to distinguish the CSA from any   defined in Regulations section 
instruments to related parties within    other CSAs in which the reporting        1.482-7(d)(1)(i). This would include 
36 months before or after certain        corporation is a controlled participant. stock-based compensation granted in 
distributions or acquisitions by the     Line 47. Enter the reporting             earlier years (which could give rise to 
issuer. Otherwise, check “No.” Apply     corporation’s share of reasonably        deductions in the current tax year) 
Regulations section 1.385-3(b)(3)(iii)   anticipated benefits (RAB) for the       that were not treated as identified 
(E) to determine when a debt             CSA during the tax year. See             with, or reasonably allocable to, the 
instrument is treated as issued for      Regulations section 1.482-7(e) for       IDA.
purposes of Regulations section          rules on determining and updating a      Lines 49a and 49b. For the tax year, 
1.385-3(b)(3)(iii).                      controlled participant’s RAB share. If   enter the total amount of IDCs for the 
Debt that the reporting corporation      the reporting corporation applied        CSA on line 49a. See Regulations 
treats as stock pursuant to              more than one RAB share during the       section 1.482-7(d) for more 
Regulations section 1.385-3 still        tax year in determining its share of     information on IDCs. On line 49b, 
should be included when completing       IDCs, enter the RAB share that was       enter the amount of IDCs allocable to 
line 43a.                                applied to IDCs incurred at the end of   the reporting corporation for the tax 
Line 43b(1). Provide the total           the year. See Regulations section        year based on the reporting 
amount of the transactions described     1.482-7(d) for more information on       corporation’s RAB share.
in Regulations section 1.385-3(b)(2)     IDCs.
(as measured by the fair market          Lines 48b and 48c. See Regulations       Part IX—Base Erosion 
values of the distributions or, as the   section 1.482-7 for more information     Payments and Base 
case may be, of the property             on determining whether stock-based       Erosion Tax Benefits 
exchanged for the debt instruments),     compensation is directly identified      Under Section 59A
and of the distributions and/or          with, or reasonably allocable to, the 
acquisitions described in Regulations    intangible development activity (IDA)    Line 50.  Enter the amount of base 
section 1.385-3(b)(3)(i) (as measured    under the CSA. See Regulations           erosion payments made by the 
                                         section 1.482-7(d)(3) and Notice         reporting corporation (if any). The 

Instructions for Form 5472 (Rev. 1-2023)                -7-

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

                                                   -8-                           Instructions for Form 5472 (Rev. 1-2023)

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