﻿<Page 1>

Department of the Treasury
Internal Revenue Service 
OMB No. 1545-0123 

Form 5452 
(Rev. October 2018) 
Corporate Report of Nondividend Distributions 

• For calendar year ending December 31, ----
• Attach to the corporation's income tax return. 
• Go to www.irs.gov/Form5452 for instructions and the latest information.

Name ----
Employer identification number ----

A Has the corporation filed a Form 5452 for a prior calendar year?
-- Yes
-- No
If "Yes," enter the applicable year(s) ----
B Are any of the distributions part of a partial or complete liquidation?
-- Yes
-- No
If "Yes," attach explanation. ----
C Are any of the distributions from an S corporation's accumulated adjustments account?
-- Yes
-- No
If "Yes," enter the balance at the beginning of the tax year
D Earnings and Profits (See Supporting Information in instructions.) 
• Accumulated earnings and profits (since February 28, 1913) at the beginning of the tax year $ ----
• Actual earnings and profits for the current tax year $ ----
E Shareholders at Date of Last Dividend Payment
• Number of individuals ----
• Number of partnerships ----
• Number of corporations and other shareholders ----
F Corporate Distributions (see instructions) 

11 blanks lines to be filled in are shown for each column.

Date Paid ----
Total Amount Paid (Common (C), Preferred (P), Other (O)) $ ----
Amount Per Share $ ----
Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913
From the Current Year $ ----
Accumulated $ ----
Total $ ----
Percentage Taxable ----%
Amount Paid During Calander Year From Other Than Earnings & Profits Since February 28, 1913 $ ----
Percentage Nontaxable ----%

Totals
Total Amount Paid (Common (C), Preferred (P), Other (O)) $ ----
Amount Per Share shaded
Amount Paid During Calendar Year From Earnings & Profits Since February 28, 1913
From the Current Year $ ----
Accumulated $ ----
Total $ ----
Percentage Taxable shaded
Amount Paid During Calander Year From Other Than Earnings & Profits Since February 28, 1913 $ ----
Percentage Nontaxable shaded

For Paperwork Reduction Act Notice, see the instructions. 
Cat. No. 11881T
Form 5452 (Rev. 10-2018) 

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Form 5452 (Rev. 10-2018) 
Page 2 

Instructions 

Section references are to the Internal Revenue Code, unless otherwise noted. 

Future Developments

For the latest information about developments related to Form 5452 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/Form5452.

Purpose of Form 

Complete Form 5452 if the corporation made nondividend distributions to shareholders under section 301, section 1368(c)(3), section 1371(e), or section 1371(f). 

Who Must File 

All corporations that have made nondividend distributions to their shareholders must file Form 5452. If the corporation is a member of a consolidated group, the parent corporation must file Form 5452. 

An S corporation should file this form when distributions are made under section 1371(e), 1371(f), or in the year when distributions fully exhaust accumulated earnings and profits.

How and When To File 

A calendar tax year corporation must attach Form 5452 and the items listed under Supporting Information to its income tax return due for the tax year in which the nondividend distributions were made. 

A fiscal tax year corporation must attach Form 5452 and the items listed under Supporting Information to its income tax return due for the first fiscal year ending after the calendar year in which the nondividend distributions were made. 

Nondividend Distributions 

Nondividend distributions are distributions made to shareholders in the normal course of business. 

They are considered fully or partially nontaxable as dividends only because the paying corporation's current and accumulated earnings and profits are less than the distributions. Nondividend distributions do not include tax-free stock dividends or distributions exchanged for stock in liquidations or redemptions. 

Supporting Information 

1. Attach the following information to Form 5452. See Rev. Proc. 75-17, 1975-1 C.B. 677. 
• A computation of earnings and profits for the tax year (see the example of a filled-in worksheet and a blank worksheet below). If the corporation was required to complete Schedule M-1 (Form 1120) or Schedule M-3 (Form 1120) for the tax year, also attach a schedule of the differences between the earnings and profits computation and the Schedule M-1 or Schedule M-3. 
• A year-by-year computation of the accumulated earnings and profits, and a schedule of differences since the origin of the company, February 28, 1913, or the last year that information was furnished, whichever is later. 
• If the corporation was required to complete Schedule L (Form 1120) for the tax year, a tax basis balance sheet. Show the application of the net differences to the balance sheet items as shown on Schedule L. Explain any further adjustments necessary to figure the balance sheet on a tax basis. If the corporation used an accelerated method of depreciation, attach a schedule of the depreciation (and any amortization) figured under the straight line method. Also attach a reconciliation of any difference between that amount and the amount deducted on Form 1120 or other comparable return. See Exhibits B and C in Rev. Proc. 75-17. 
2. The parent of a consolidated group must also attach the following information. 
• A schedule that shows the allocation of the consolidated tax liability and identifies the method used. (Indicate if an intercompany agreement is in effect.) 
• A schedule that shows the taxable income or loss of each member of the consolidated group. 
• For each member of a consolidated group that made nondividend distributions, provide the information requested in item 1 above. 

F. Corporate Distributions 

Complete Part F, showing the taxable and nontaxable status of distributions reported to shareholders. The percentage of distributions that is taxable and the percentage that is nontaxable are based on the amounts shown on each line in the column labeled "Total Amount Paid." If noncash distributions were made, attach a statement and show both the tax bases and fair market values. 

Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax.

You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103.

The time needed to complete and file this form will vary depending on individual circumstances. The estimated burden for business taxpayers filing this form is approved under OMB control number 1545-0123 and is included in the estimates shown in the instructions for their business income tax return.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. See the instructions for the tax return with which this form is filed. 

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Form 5452 (Rev. 10-2018) 
Page 3

Example of a Filled-In Worksheet for Figuring Current Year Earnings and Profits
XYZ Corporation, EIN 00-0000000
123 Main Street Anycity, Yourstate 20200 

SAMPLE written in background

Date Incorporated: 1/1/99
Method of Accounting: Accrual

The column labeled Key is only listed under the line items that require a value to be filled in for that column.

Balance forward 12/31/ 2017; Year 2018 shaded
Retained Earnings Shown in Books
Debit ----
Credit $225,000
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance $20,900

1 Taxable income* from Form 1120, line 28 (or comparable line of other income tax return) shaded
Retained Earnings Shown in Books
Debit ----
Credit 214,700 
Earnings and Profits Current Year 
Debit ----
Credit $214,700
Accumulated Earnings and Profits Credit Balance shaded
Key a
2 Federal income taxes per books and tax return shaded
Retained Earnings Shown in Books 
Debit $60,000 
Credit shaded
Earnings and Profits Current Year 
Debit $60,000 
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key a
3 Excess of capital losses over capital gains (tax basis) shaded
Retained Earnings Shown in Books 
Debit 3,600
Credit shaded
Earnings and Profits Current Year 
Debit 3,600
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key a
4 Depreciation adjustment on earnings and profits (section 312(k)) shaded
Retained Earnings Shown in Books 
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit 24,000
Accumulated Earnings and Profits Credit Balance shaded
5 Depreciation adjustment on sale of property shaded
Retained Earnings Shown in Books 
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit 4,000
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
6 Total itemized expenses from line 5, Schedule M-1 shaded
Retained Earnings Shown in Books 
Debit 11,050
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
6a Travel and entertainment $200
Retained Earnings Shown in Books 
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit 200
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key a
6b Life insurance premium greater than cash surrender value (CSV) 9,500
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit 9,500
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key a
6c Nondeductible interest paid for tax-exempt bonds 850
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit 850
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key a
6d Contributions carryover 500
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit 500
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key a
6e Other (list separately) ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
7 Total itemized income from line 7, Schedule M-1 shaded
Retained Earnings Shown in Books
Debit shaded
Credit 14,500
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
7a Life insurance proceeds greater than CSV 6,000
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit 6,000
Accumulated Earnings and Profits Credit Balance shaded
Key a
7b Bad debt recovery (not charged against taxable income) 3,500
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key b
7c Tax-exempt interest on municipal bonds 5,000
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit 5,000
Accumulated Earnings and Profits Credit Balance shaded
Key a
7d Other (list separately) ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
8 Refund of prior year federal income taxes shaded
Retained Earnings Shown in Books
Debit shaded
Credit ---
Earnings and Profits Current Year 
Debit shaded
Credit 
Accumulated Earnings and Profits Credit Balance shaded
9 Reserve for contingencies shaded
Retained Earnings Shown in Books
Debit 10,000
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key c
10 Additional adjustments: ---- shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit ----
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
11 Totals shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit 78,650
Credit 249,700
Accumulated Earnings and Profits Credit Balance shaded
Current Year Earnings and Profits shaded
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit 171,050
Accumulated Earnings and Profits Credit Balance shaded
Cash Distributions: Preferred stock: 3/15/2018, 6/15/2018, 9/15/2018, 12/15/2018 10,000 Shares at $1.00/Share × 4 quarters = $40,000 40,000
Common stock:
1. 3/31/2018 - 90,000 Shares at $1.00 = $90,000
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit 40,000
Credit shaded
Accumulated Earnings and Profits Credit Balance ----
Key a

From current year earnings and profits 72.81% 65,525
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit 65,525
Accumulated Earnings and Profits Credit Balance ----
Key a
From accumulated earnings and profits 23.22% 20,900
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance (20,900)
Key a
Total distribution from earnings and profits. 96.03% 86,425
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance (20,900)
From other distribution 3.97% 3,575
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Total distribution 100% 90,000
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
2. 9/30/2018 - 90,000 Shares at $1.00 = $90,000
From current year earnings and profits 72.81% 65,525
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit 65,525
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key a
From other distribution 27.19% 24,475
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Total distribution 100% 90,000
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shadedTotal cash distributions shaded
Retained Earnings Shown in Books
Debit 220,000
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Totals shaded
Retained Earnings Shown in Books
Debit 304,650
Credit 229,200
Earnings and Profits Current Year 
Debit 171,050
Credit 171,050
Accumulated Earnings and Profits Credit Balance shaded
Current year change shaded
Retained Earnings Shown in Books
Debit 75,450
Credit ----
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance (20,900)
Balance forward 12/31/2018 shaded
Retained Earnings Shown in Books
Debit ----
Credit $149,500
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance $-0-

Explanation of Key
a - Identical items on the same line.
b - Item offset in 2016. Bad debt reserve method used for book accounting.
c - Item partially offset.
* Taxable income before net operating loss deduction and special deductions. 

Form 5452 (Rev. 10-2018) 

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Form 5452 (Rev. 10-2018) 
Page 4 

Worksheet for Figuring Current Year Earnings and Profits

Date Incorporated: ----
Method of Accounting: ----

The column labeled Key is only listed under the line items that require a value to be filled in for that column.

Balance forward 12/31/---- Year ---- shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance ----

1 Taxable income* from Form 1120, line 28 (or comparable line of other income tax return) shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit ----
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
Key ----
2 Federal income taxes per books and tax return shaded
Retained Earnings Shown in Books 
Debit ----
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
3 Excess of capital losses over capital gains (tax basis) shaded
Retained Earnings Shown in Books 
Debit ----
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
4 Depreciation adjustment on earnings and profits (section 312(k)) shaded
Retained Earnings Shown in Books 
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
5 Depreciation adjustment on sale of property shaded
Retained Earnings Shown in Books 
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
6 Total itemized expenses from line 5, Schedule M-1 shaded
Retained Earnings Shown in Books 
Debit ----
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
6a Travel and entertainment ----
Retained Earnings Shown in Books 
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
6b Life insurance premium greater than cash surrender value (CSV) ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
6c Nondeductible interest paid for tax-exempt bonds ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
6d Contributions carryover ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
6e Other (list separately) ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
7 Total itemized income from line 7, Schedule M-1 shaded
Retained Earnings Shown in Books
Debit shaded
Credit ----
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
7a Life insurance proceeds greater than CSV ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
Key ----
7b Bad debt recovery (not charged against taxable income) ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
7c Tax-exempt interest on municipal bonds ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
Key ----
7d Other (list separately) ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
8 Refund of prior year federal income taxes shaded
Retained Earnings Shown in Books
Debit shaded
Credit ----
Earnings and Profits Current Year 
Debit shaded
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
9 Reserve for contingencies shaded
Retained Earnings Shown in Books
Debit ----
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Key ----
10 Additional adjustments: ---- shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit ----
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
11 Totals shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit ----
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
Current Year Earnings and Profits shaded
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
Cash Distributions:---- ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit ----
Credit shaded
Accumulated Earnings and Profits Credit Balance ----
Key ----

From current year earnings and profits ----% ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit ----
Accumulated Earnings and Profits Credit Balance ----
Key ----
From accumulated earnings and profits ----% ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance ----
Key ----
Total distribution from earnings and profits----% ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance ----
From other distribution ----% ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Total distribution 100% ----
Retained Earnings Shown in Books
Debit shaded
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
space for additional cash distributionsTotal cash distributions shaded
Retained Earnings Shown in Books
Debit ----
Credit shaded
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance shaded
Totals shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit ----
Credit ----
Accumulated Earnings and Profits Credit Balance shaded
Current year change shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance ----
Balance forward 12/31/---- shaded
Retained Earnings Shown in Books
Debit ----
Credit ----
Earnings and Profits Current Year 
Debit shaded
Credit shaded
Accumulated Earnings and Profits Credit Balance ----
Key ----

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

Form 5452 (Rev. 10-2018
