Presenting a live 110-minute teleconference with interactive Q&A

Outbound Transactions and U.S. Federal Tax Tackling Compliance Challenges for U.S. Companies With Foreign-Based Income or Business Relationships

TUESDAY, JANUARY 15, 2013 1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific

Today’s faculty features:

Christopher Karachale, Senior Counsel, HansonBridgett, San Francisco Melinda Fellner Bramwit, Member, Norris McLaughlin & Marcus, Bridgewater, N.J. Vinay Navani, Shareholder, Wilkin & Guttenplan, East Brunswick, N.J.

For this program, attendees must listen to the audio over the telephone.

Please refer to the instructions emailed to the registrant for the dial-in information. Attendees can still view the presentation slides online. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 10. Information Return of U.S. Persons With Respect Form 5471 OMB No. 1545-0704 To Certain Foreign Corporations (Rev. December 2012) ▶ For more information about Form 5471, see www.irs.gov/form5471 Department of the Treasury Information furnished for the foreign corporation’s annual accounting period (tax year required by Attachment Internal Revenue Service section 898) (see instructions) beginning , 20 , and ending , 20 Sequence No. 121 Name of person filing this return A Identifying number

Number, street, and room or suite no. (or P.O. box number if mail is not delivered to street address) B Category of filer (See instructions. Check applicable box(es)): 1 (repealed) 2 3 4 5 City or town, state, and ZIP code C Enter the total percentage of the foreign corporation’s voting stock you owned at the end of its annual accounting period % Filer’s tax year beginning , 20 , and ending , 20 D Person(s) on whose behalf this information return is filed: (4) Check applicable box(es) (1) Name (2) Address (3) Identifying number Shareholder Officer Director

Important: Fill in all applicable lines and schedules. All information must be in English. All amounts must be stated in U.S. dollars unless otherwise indicated. 1a Name and address of foreign corporation b(1) Employer identification number, if any

b(2) Reference ID number (see instructions)

c Country under whose laws incorporated

d Date of incorporation e Principal place of business f Principal business activity g Principal business activity h Functional currency code number

2 Provide the following information for the foreign corporation’s accounting period stated above.

a Name, address, and identifying number of branch office or agent (if any) in the b If a U.S. income tax return was filed, enter: United States (ii) U.S. income tax paid (i) Taxable income or (loss) (after all credits)

c Name and address of foreign corporation’s statutory or resident agent in country d Name and address (including corporate department, if applicable) of person (or of incorporation persons) with custody of the books and records of the foreign corporation, and the location of such books and records, if different

Schedule A Stock of the Foreign Corporation (b) Number of shares issued and outstanding

(a) Description of each class of stock (i) Beginning of annual (ii) End of annual accounting period accounting period

For Paperwork Reduction Act Notice, see instructions. Cat. No. 49958V Form 5471 (Rev. 12-2012) Form 5471 (Rev. 12-2012) Page 2 Schedule B U.S. Shareholders of Foreign Corporation (see instructions) (b) Description of each class of stock held by (c) Number of (d) Number of (e) Pro rata share (a) Name, address, and identifying shareholder. Note: This description should shares held at shares held at of subpart F number of shareholder match the corresponding description entered in beginning of annual end of annual income (enter as a Schedule A, column (a). accounting period accounting period percentage)

Schedule C Income Statement (see instructions) Important: Report all information in functional currency in accordance with U.S. GAAP. Also, report each amount in U.S. dollars translated from functional currency (using GAAP translation rules). However, if the functional currency is the U.S. dollar, complete only the U.S. Dollars column. See instructions for special rules for DASTM corporations.

Functional Currency U.S. Dollars 1a Gross receipts or sales ...... 1a b Returns and allowances ...... 1b c Subtract line 1b from line 1a ...... 1c 2 Cost of goods sold ...... 2 3 Gross profit (subtract line 2 from line 1c) ...... 3 4 Dividends...... 4

Income 5 Interest ...... 5 6 a Gross rents ...... 6a b Gross royalties and license fees ...... 6b 7 Net gain or (loss) on sale of capital assets ...... 7 8 Other income (attach statement) ...... 8 9 Total income (add lines 3 through 8) ...... 9 10 Compensation not deducted elsewhere ...... 10 11a Rents ...... 11a b Royalties and license fees ...... 11b 12 Interest ...... 12 13 Depreciation not deducted elsewhere ...... 13 14 Depletion ...... 14 15 Taxes (exclude provision for income, war profits, and excess profits taxes) . . 15 Deductions 16 Other deductions (attach statement—exclude provision for income, war profits, and excess profits taxes) ...... 16 17 Total deductions (add lines 10 through 16) ...... 17 18 Net income or (loss) before extraordinary items, prior period adjustments, and the provision for income, war profits, and excess profits taxes (subtract line 17 from line 9) ...... 18 19 Extraordinary items and prior period adjustments (see instructions) ...... 19 20 Provision for income, war profits, and excess profits taxes (see instructions). . 20 Net Income 21 Current year net income or (loss) per books (combine lines 18 through 20) . . 21 Form 5471 (Rev. 12-2012) Form 5471 (Rev. 12-2012) Page 3 Schedule E Income, War Profits, and Excess Profits Taxes Paid or Accrued (see instructions) Amount of tax (a) Name of country or U.S. possession (b) (c) (d) In foreign currency Conversion rate In U.S. dollars 1 U.S. 2 3 4 5 6 7

8 Total ...... ▶ Schedule F Balance Sheet Important: Report all amounts in U.S. dollars prepared and translated in accordance with U.S. GAAP. See instructions for an exception for DASTM corporations. (a) (b) Assets Beginning of annual End of annual accounting period accounting period 1 Cash ...... 1 2 a Trade notes and accounts receivable ...... 2a b Less allowance for bad debts ...... 2b ( ) ( ) 3 Inventories ...... 3 4 Other current assets (attach statement) ...... 4 5 Loans to shareholders and other related persons ...... 5 6 Investment in subsidiaries (attach statement) ...... 6 7 Other investments (attach statement) ...... 7 8 a Buildings and other depreciable assets ...... 8a b Less accumulated depreciation ...... 8b ( ) ( ) 9 a Depletable assets ...... 9a b Less accumulated depletion ...... 9b ( ) ( ) 10 Land (net of any amortization) ...... 10 11 Intangible assets: a Goodwill ...... 11a b Organization costs ...... 11b c Patents, trademarks, and other intangible assets ...... 11c d Less accumulated amortization for lines 11a, b, and c ...... 11d ( ) ( ) 12 Other assets (attach statement)...... 12

13 Total assets ...... 13 Liabilities and Shareholders’ Equity

14 Accounts payable ...... 14 15 Other current liabilities (attach statement) ...... 15 16 Loans from shareholders and other related persons ...... 16 17 Other liabilities (attach statement) ...... 17 18 Capital stock: a Preferred stock ...... 18a b Common stock ...... 18b 19 Paid-in or capital surplus (attach reconciliation) ...... 19 20 Retained earnings ...... 20 21 Less cost of treasury stock ...... 21 ( ) ( )

22 Total liabilities and shareholders’ equity ...... 22 Form 5471 (Rev. 12-2012) Form 5471 (Rev. 12-2012) Page 4 Schedule G Other Information Yes No 1 During the tax year, did the foreign corporation own at least a 10% interest, directly or indirectly, in any foreign partnership? ...... If “Yes,” see the instructions for required statement. 2 During the tax year, did the foreign corporation own an interest in any trust? ...... 3 During the tax year, did the foreign corporation own any foreign entities that were disregarded as entities separate from their owners under Regulations sections 301.7701-2 and 301.7701-3 (see instructions)? ...... If “Yes,” you are generally required to attach Form 8858 for each entity (see instructions). 4 During the tax year, was the foreign corporation a participant in any cost sharing arrangement? ...... 5 During the course of the tax year, did the foreign corporation become a participant in any cost sharing arrangement? 6 During the tax year, did the foreign corporation participate in any reportable transaction as defined in Regulations section 1.6011-4? ...... If “Yes,” attach Form(s) 8886 if required by Regulations section 1.6011-4(c)(3)(i)(G). 7 During the tax year, did the foreign corporation pay or accrue any foreign tax that was disqualified for credit under section 901(m)? ...... 8 During the tax year, did the foreign corporation pay or accrue foreign taxes to which section 909 applies, or treat foreign taxes that were previously suspended under section 909 as no longer suspended? ...... Schedule H Current Earnings and Profits (see instructions) Important: Enter the amounts on lines 1 through 5c in functional currency. 1 Current year net income or (loss) per foreign books of account ...... 1

2 Net adjustments made to line 1 to determine current earnings and Net Net profits according to U.S. financial and tax accounting standards Additions Subtractions (see instructions): a Capital gains or losses ...... b Depreciation and amortization ...... c Depletion ...... d Investment or incentive allowance ...... e Charges to statutory reserves ...... f Inventory adjustments ...... g Taxes ...... h Other (attach statement) ...... 3 Total net additions ...... 4 Total net subtractions ...... 5 a Current earnings and profits (line 1 plus line 3 minus line 4) ...... 5a b DASTM gain or (loss) for foreign corporations that use DASTM (see instructions) ...... 5b c Combine lines 5a and 5b ...... 5c d Current earnings and profits in U.S. dollars (line 5c translated at the appropriate exchange rate as defined in section 989(b) and the related regulations (see instructions)) ...... 5d Enter exchange rate used for line 5d ▶ Schedule I Summary of Shareholder’s Income From Foreign Corporation (see instructions) If item D on page 1 is completed, a separate Schedule I must be filed for each Category 4 or 5 filer for whom reporting is furnished on this Form 5471. This schedule I is being completed for:

Name of U.S. shareholder ▶ Identifying number ▶ 1 Subpart F income (line 38b, Worksheet A in the instructions) ...... 1 2 Earnings invested in U.S. property (line 17, Worksheet B in the instructions) ...... 2 3 Previously excluded subpart F income withdrawn from qualified investments (line 6b, Worksheet C in the instructions) 3 4 Previously excluded export trade income withdrawn from investment in export trade assets (line 7b, Worksheet D in the instructions) ...... 4 5 Factoring income ...... 5 6 Total of lines 1 through 5. Enter here and on your income tax return. See instructions ...... 6 7 Dividends received (translated at spot rate on payment date under section 989(b)(1)) ...... 7 8 Exchange gain or (loss) on a distribution of previously taxed income ...... 8 Yes No • Was any income of the foreign corporation blocked? ...... • Did any such income become unblocked during the tax year (see section 964(b))? ...... If the answer to either question is “Yes,” attach an explanation. Form 5471 (Rev. 12-2012) Return by a U.S. Transferor of Property OMB No. 1545-0026 Form 926 (Rev. December 2011) to a Foreign Corporation Department of the Treasury Attachment Internal Revenue Service ▶ Attach to your income tax return for the year of the transfer or distribution. Sequence No. 128 Part I U.S. Transferor Information (see instructions) Name of transferor Identifying number (see instructions)

1 If the transferor was a corporation, complete questions 1a through 1d. a If the transfer was a section 361(a) or (b) transfer, was the transferor controlled (under section 368(c)) by 5 or fewer domestic corporations? ...... Yes No b Did the transferor remain in existence after the transfer? ...... Yes No If not, list the controlling shareholder(s) and their identifying number(s):

Controlling shareholder Identifying number

c If the transferor was a member of an affiliated group filing a consolidated return, was it the parent corporation? ...... Yes No If not, list the name and employer identification number (EIN) of the parent corporation:

Name of parent corporation EIN of parent corporation

d Have basis adjustments under section 367(a)(5) been made? ...... Yes No

2 If the transferor was a partner in a partnership that was the actual transferor (but is not treated as such under section 367), complete questions 2a through 2d. a List the name and EIN of the transferor’s partnership: Name of partnership EIN of partnership

b Did the partner pick up its pro rata share of gain on the transfer of partnership assets? ...... Yes No c Is the partner disposing of its entire interest in the partnership? ...... Yes No d Is the partner disposing of an interest in a limited partnership that is regularly traded on an established securities market? ...... Yes No Part II Transferee Foreign Corporation Information (see instructions) 3 Name of transferee (foreign corporation) 4 Identifying number, if any

5 Address (including country)

6 Country code of country of incorporation or organization (see instructions)

7 Foreign law characterization (see instructions)

8 Is the transferee foreign corporation a controlled foreign corporation? ...... Yes No For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 16982D Form 926 (Rev. 12-2011) Form 926 (Rev. 12-2011) Page 2 Part III Information Regarding Transfer of Property (see instructions)

Type of (a) (b) (c) (d) (e) Date of Description of Fair market value on Cost or other Gain recognized on property transfer property date of transfer basis transfer Cash

Stock and securities

Installment obligations, account receivables or similar property

Foreign currency or other property denominated in foreign currency

Inventory

Assets subject to depreciation recapture (see Temp. Regs. sec. 1.367(a)-4T(b)) Tangible property used in trade or business not listed under another category

Intangible property

Property to be leased (as described in final and temp. Regs. sec. 1.367(a)-4(c))

Property to be sold (as described in Temp. Regs. sec. 1.367(a)-4T(d)) Transfers of oil and gas working interests (as described in Temp. Regs. sec. 1.367(a)-4T(e))

Other property

Supplemental Information Required To Be Reported (see instructions):

Form 926 (Rev. 12-2011) Form 926 (Rev. 12-2011) Page 3 Part IV Additional Information Regarding Transfer of Property (see instructions)

9 Enter the transferor’s interest in the foreign transferee corporation before and after the transfer:

(a) Before % (b) After %

10 Type of nonrecognition transaction (see instructions) ▶

11 Indicate whether any transfer reported in Part III is subject to any of the following: a Gain recognition under section 904(f)(3) ...... Yes No b Gain recognition under section 904(f)(5)(F) ...... Yes No c Recapture under section 1503(d) ...... Yes No d Exchange gain under section 987 ...... Yes No

12 Did this transfer result from a change in the classification of the transferee to that of a foreign corporation? Yes No 13 Indicate whether the transferor was required to recognize income under final and temporary Regulations sections 1.367(a)-4 through 1.367(a)-6 for any of the following: a Tainted property ...... Yes No b Depreciation recapture ...... Yes No c Branch loss recapture ...... Yes No d Any other income recognition provision contained in the above-referenced regulations ...... Yes No

14 Did the transferor transfer assets which qualify for the trade or business exception under section 367(a)(3)? Yes No

15a Did the transferor transfer foreign goodwill or going concern value as defined in Temporary Regulations section 1.367(a)-1T(d)(5)(iii)? ...... Yes No

b If the answer to line 15a is “Yes,” enter the amount of foreign goodwill or going concern value transferred ▶ $

16 Was cash the only property transferred? ...... Yes No

17a Was intangible property (within the meaning of section 936(h)(3)(B)) transferred as a result of the transaction? ...... Yes No

b If “Yes,” describe the nature of the rights to the intangible property that was transferred as a result of the transaction:

Form 926 (Rev. 12-2011) Return of U.S. Persons With Respect to OMB No. 1545-1668 Form 8865 Certain Foreign Partnerships ▶ Attach to your tax return. 2012 ▶ Information about Form 8865 and its separate instructions is at www.irs.gov/form8865. Department of the Treasury Information furnished for the foreign partnership’s tax year Attachment Internal Revenue Service beginning , 2012, and ending , 20 Sequence No. 118 Name of person filing this return Filer’s identifying number

Filer's address (if you are not filing this form with your tax return) A Category of filer (see Categories of Filers in the instructions and check applicable box(es)): 1 2 3 4 B Filer’s tax year beginning , 20 , and ending , 20

C Filer's share of liabilities: Nonrecourse $ Qualified nonrecourse financing $ Other $ D If filer is a member of a consolidated group but not the parent, enter the following information about the parent: Name EIN Address

E Information about certain other partners (see instructions) (4) Check applicable box(es) (1) Name (2) Address (3) Identifying number Category 1 Category 2 Constructive owner

F1 Name and address of foreign partnership 2(a) EIN (if any)

2(b) Reference ID number (see instr.)

3 Country under whose laws organized

4 Date of 5 Principal place of 6 Principal business 7 Principal business 8a Functional currency 8b Exchange rate organization business activity code number activity (see instr.)

G Provide the following information for the foreign partnership's tax year: 1 Name, address, and identifying number of agent (if any) in the 2 Check if the foreign partnership must file: United States Form 1042 Form 8804 Form 1065 or 1065-B Service Center where Form 1065 or 1065-B is filed:

3 Name and address of foreign partnership's agent in country of 4 Name and address of person(s) with custody of the books and organization, if any records of the foreign partnership, and the location of such books and records, if different

5 Were any special allocations made by the foreign partnership? ...... ▶ Yes No 6 Enter the number of Forms 8858, Information Return of U.S. Persons With Respect To Foreign Disregarded Entities, attached to this return (see instructions) ...... ▶ 7 How is this partnership classified under the law of the country in which it is organized? . . ▶ 8 Did the partnership own any separate units within the meaning of Regulations section 1.1503-2(c)(3), (4), or 1.1503(d)-1(b)(4)? ...... ▶ Yes No 9 Does this partnership meet both of the following requirements? • The partnership’s total receipts for the tax year were less than $250,000 and . . . . . ▶ Yes No • The value of the partnership’s total assets at the end of the tax year was less than $1 million. } If “Yes,” do not complete Schedules L, M-1, and M-2. Sign Here Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge Only If You and belief, it is true, correct, and complete. Declaration of preparer (other than general partner or limited liability company member) is based on all Are Filing information of which preparer has any knowledge. This Form Separately ▲ ▲ and Not With Your Tax Return. Signature of general partner or limited liability company member Date Print/Type preparer's name Preparer’s signature Date PTIN Paid Check if Preparer self-employed Use Only Firm's name ▶ Firm's EIN ▶ Firm's address ▶ Phone no. For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions. Cat. No. 25852A Form 8865 (2012) Form 8865 (2012) Page 2 Schedule A Constructive Ownership of Partnership Interest. Check the boxes that apply to the filer. If you check box b, enter the name, address, and U.S. taxpayer identifying number (if any) of the person(s) whose interest you constructively own. See instructions. a Owns a direct interest b Owns a constructive interest Check if Check if Name Address Identifying number (if any) foreign direct person partner

Schedule A-1 Certain Partners of Foreign Partnership (see instructions) Check if Name Address Identifying number (if any) foreign person

Does the partnership have any other foreign person as a direct partner? ...... Yes No Schedule A-2 Affiliation Schedule. List all partnerships (foreign or domestic) in which the foreign partnership owns a direct interest or indirectly owns a 10% interest. Check if Name Address EIN Total ordinary foreign (if any) income or loss partnership

Schedule B Income Statement—Trade or Business Income Caution. Include only trade or business income and expenses on lines 1a through 22 below. See the instructions for more information.

1 a Gross receipts or sales ...... 1a b Less returns and allowances ...... 1b 1c 2 Cost of goods sold ...... 2 3 Gross profit. Subtract line 2 from line 1c ...... 3 4 Ordinary income (loss) from other partnerships, estates, and trusts (attach statement) . . . 4 5 Net farm profit (loss) (attach Schedule F (Form 1040)) ...... 5 Income 6 Net gain (loss) from Form 4797, Part II, line 17 (attach Form 4797) ...... 6 7 Other income (loss) (attach statement) ...... 7

8 Total income (loss). Combine lines 3 through 7 ...... 8 9 Salaries and wages (other than to partners) (less employment credits) ...... 9 10 Guaranteed payments to partners ...... 10 11 Repairs and maintenance ...... 11 12 Bad debts ...... 12 13 Rent ...... 13 14 Taxes and licenses ...... 14 15 Interest ...... 15 16a Depreciation (if required, attach Form 4562) ...... 16a b Less depreciation reported elsewhere on return ...... 16b 16c

(see instructions for limitations) 17 Depletion (Do not deduct oil and gas depletion.) ...... 17 18 Retirement plans, etc...... 18 19 Employee benefit programs ...... 19 20 Other deductions (attach statement) ...... 20

Deductions 21 Total deductions. Add the amounts shown in the far right column for lines 9 through 20 . . 21

22 Ordinary business income (loss) from trade or business activities. Subtract line 21 from line 8 22 Form 8865 (2012) Form 8865 (2012) Page 3 Schedule K Partners' Distributive Share Items Total amount 1 Ordinary business income (loss) (page 2, line 22) ...... 1 2 Net rental real estate income (loss) (attach Form 8825) ...... 2 3 a Other gross rental income (loss) ...... 3a b Expenses from other rental activities (attach statement) . . . 3b c Other net rental income (loss). Subtract line 3b from line 3a ...... 3c 4 Guaranteed payments ...... 4 5 Interest income ...... 5 6 Dividends: a Ordinary dividends ...... 6a b Qualified dividends ...... 6b 7 Royalties ...... 7

Income (Loss) 8 Net short-term capital gain (loss) (attach Schedule D (Form 1065)) ...... 8 9 a Net long-term capital gain (loss) (attach Schedule D (Form 1065)) ...... 9a b Collectibles (28%) gain (loss) ...... 9b c Unrecaptured section 1250 gain (attach statement) . . . . . 9c 10 Net section 1231 gain (loss) (attach Form 4797) ...... 10 11 Other income (loss) (see instructions) Type ▶ 11 12 Section 179 deduction (attach Form 4562) ...... 12 13 a Contributions ...... 13a b Investment interest expense ...... 13b c Section 59(e)(2) expenditures: (1) Type ▶ (2) Amount ▶ 13c(2) ▶ Deductions d Other deductions (see instructions) Type 13d 14 a Net earnings (loss) from self-employment ...... 14a b Gross farming or fishing income ...... 14b Self- ment

Employ- c Gross nonfarm income ...... 14c 15 a Low-income housing credit (section 42(j)(5)) ...... 15a b Low-income housing credit (other) ...... 15b c Qualified rehabilitation expenditures (rental real estate) (attach Form 3468) ...... 15c d Other rental real estate credits (see instructions) Type ▶ 15d Credits e Other rental credits (see instructions) Type ▶ 15e f Other credits (see instructions) Type ▶ 15f 16 a Name of country or U.S. possession ▶ b Gross income from all sources ...... 16b c Gross income sourced at partner level ...... 16c Foreign gross income sourced at partnership level d Passive category ▶ e General category ▶ f Other (attach statement) ▶ 16f Deductions allocated and apportioned at partner level g Interest expense ▶ h Other ...... ▶ 16h Deductions allocated and apportioned at partnership level to foreign source income i Passive category ▶ j General category ▶ k Other (attach statement) ▶ 16k l Total foreign taxes (check one): ▶ Paid Accrued ...... 16l Foreign Transactions m Reduction in taxes available for credit (attach statement) ...... 16m n Other foreign tax information (attach statement) 17 a Post-1986 depreciation adjustment ...... 17a b Adjusted gain or loss ...... 17b c Depletion (other than oil and gas) ...... 17c d Oil, gas, and geothermal properties—gross income ...... 17d

Alternative e Oil, gas, and geothermal properties—deductions ...... 17e (AMT) Items Minimum Tax f Other AMT items (attach statement) ...... 17f 18 a Tax-exempt interest income ...... 18a b Other tax-exempt income ...... 18b c Nondeductible expenses ...... 18c 19 a Distributions of cash and marketable securities ...... 19a b Distributions of other property ...... 19b 20 a Investment income ...... 20a b Investment expenses ...... 20b

Other Information c Other items and amounts (attach statement) Form 8865 (2012) Form 8865 (2012) Page 4 Schedule L Balance Sheets per Books. (Not required if Item G9, page 1, is answered "Yes.") Beginning of tax year End of tax year Assets (a) (b) (c) (d) 1 Cash ...... 2a Trade notes and accounts receivable . . . b Less allowance for bad debts . . . . . 3 Inventories ...... 4 U.S. government obligations . . . . . 5 Tax-exempt securities ...... 6 Other current assets (attach statement) . . 7a Loans to partners (or persons related to partners) ...... b Mortgage and real estate loans . . . . 8 Other investments (attach statement) . . . 9a Buildings and other depreciable assets . . b Less accumulated depreciation . . . . 10a Depletable assets ...... b Less accumulated depletion . . . . . 11 Land (net of any amortization) . . . . . 12a Intangible assets (amortizable only) . . . b Less accumulated amortization . . . . 13 Other assets (attach statement) . . . . 14 Total assets ...... Liabilities and Capital 15 Accounts payable ...... 16 Mortgages, notes, bonds payable in less than 1 year 17 Other current liabilities (attach statement) . 18 All nonrecourse loans ...... 19a Loans from partners (or persons related to partners) b Mortgages, notes, bonds payable in 1 year or more 20 Other liabilities (attach statement) . . . . 21 Partners’ capital accounts ...... 22 Total liabilities and capital ...... Form 8865 (2012) Form 8865 (2012) Page 5 Schedule M Balance Sheets for Interest Allocation (a) (b) Beginning of End of tax year tax year 1 Total U.S. assets ...... 2 Total foreign assets: a Passive category ...... b General category ...... c Other (attach statement) ...... Schedule M-1 Reconciliation of Income (Loss) per Books With Income (Loss) per Return. (Not required if Item G9, page 1, is answered “Yes.”) 6 Income recorded on books this 1 Net income (loss) per books . year not included on Schedule K, 2 Income included on Schedule K, lines 1 through 11 (itemize): lines 1, 2, 3c, 5, 6a, 7, 8, 9a, 10, a Tax-exempt interest $ and 11 not recorded on books this year (itemize): 7 Deductions included on Schedule 3 Guaranteed payments (other K, lines 1 through 13d, and 16l not than health insurance) . . . charged against book income this 4 Expenses recorded on books year (itemize): ...... this year not included on a Depreciation $ Schedule K, lines 1 through 13d, and 16l (itemize): a Depreciation $ b Travel and entertainment $ 8 Add lines 6 and 7 . . . . . 9 Income (loss). Subtract line 8 5 Add lines 1 through 4 . . . from line 5 ...... Schedule M-2 Analysis of Partners' Capital Accounts. (Not required if Item G9, page 1, is answered “Yes.”) 1 Balance at beginning of year 6 Distributions: a Cash . . . 2 Capital contributed: b Property . . a Cash . . . 7 Other decreases (itemize): b Property . . 3 Net income (loss) per books . 4 Other increases (itemize): 8 Add lines 6 and 7 . . . . . 9 Balance at end of year. Subtract 5 Add lines 1 through 4 . . . line 8 from line 5 . . . . . Form 8865 (2012) Form 8865 (2012) Page 6 Schedule N Transactions Between Controlled Foreign Partnership and Partners or Other Related Entities Important: Complete a separate Form 8865 and Schedule N for each controlled foreign partnership. Enter the totals for each type of transaction that occurred between the foreign partnership and the persons listed in columns (a) through (d).

(b) Any domestic (c) Any other foreign (d) Any U.S. person with a Transactions corporation or partnership corporation or partnership 10% or more direct interest (a) U.S. person of controlling or controlled controlling or controlled in the controlled foreign filing this return foreign partnership by the U.S. person filing by the U.S. person filing partnership (other than the this return this return U.S. person filing this return)

1 Sales of inventory . . . 2 Sales of property rights (patents, trademarks, etc.) 3 Compensation received for technical, managerial, engineering, construction, or like services ...... 4 Commissions received . 5 Rents, royalties, and license fees received . . . . 6 Distributions received . . 7 Interest received . . .

8 Other ......

9 Add lines 1 through 8 . .

10 Purchases of inventory .

11 Purchases of tangible property other than inventory 12 Purchases of property rights (patents, trademarks, etc.) 13 Compensation paid for technical, managerial, engineering, construction, or like services . . . . . 14 Commissions paid . . . 15 Rents, royalties, and license fees paid ...... 16 Distributions paid . . . 17 Interest paid . . . . .

18 Other ......

19 Add lines 10 through 18 .

20 Amounts borrowed (enter the maximum loan balance during the year). See instructions . . . . . 21 Amounts loaned (enter the maximum loan balance during the year). See instructions . . . . . Form 8865 (2012) 15 TLS, have you I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING transmitted all R Action Date Signature text files for this INSTRUCTIONS TO PRINTERS FORM 8895, PAGE 1 of 2 cycle update? 1 MARGINS: TOP 13mm ( ⁄2 "), CENTER SIDES. PRINTS: HEAD to HEAD O.K. to print PAPER: WHITE WRITING, SUB. 20. INK: BLACK 1 FLAT SIZE: 216mm (8 ⁄2 ") x 279mm (11") Date PERFORATE: (NONE) Revised proofs DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT requested

Form 8895 One-Time Dividends Received Deduction for Certain Cash OMB No. 1545-1948 (August 2005) Dividends from Controlled Foreign Corporations Department of the Treasury Internal Revenue Service ᮣ Attach to the corporation’s tax return. Name of corporation Employer identification number

Part I Qualifying Information A Enter the date(s) the corporation’s domestic reinvestment plan(s) (DRP) was approved by the corporation’s president, CEO, or comparable official ᮣ , 20 . B Enter the date(s) the DRP was approved by the corporation’s board of directors, management committee, executive committee, or similar body ᮣ , 20 . C The DRP states that the corporation anticipates completing all reinvestments in the tax year ending , 20 . See Notice 2005-10 for required attachment. D Does the corporation have an applicable financial statement (as defined in section 965(c)(1)) that shows a specific amount of earnings permanently reinvested outside the United States? Yes No If “Yes,” enter that amount on line 2 below. However, if the corporation is a member of a controlled group of corporations, see instructions. If “No,” complete item E below. E If item D is “No,” does the corporation have an applicable financial statement that shows a specific amount of tax liability attributable to earnings permanently reinvested outside the United States? Yes No If “Yes,” divide the tax liability by 0.35 and enter the result on line 2 below. However, if the corporation is a member of a controlled group of corporations, see instructions. If “No,” enter -0- on line 2 below. F Is the corporation required to adjust the amount of its base period inclusions, APB 23 limitation, or related party indebtedness pursuant to Notice 2005-38? Yes No Part II Dividends Received Deduction 1 Enter the “cash dividends” that the corporation received from all controlled foreign corporations (CFCs) during the tax year. See instructions 1 2 Earnings permanently reinvested outside the United States (see items D and E above) 2 3 Section 965(b)(1) limit. Enter the greater of line 2 or $500,000,000. However, if the corporation is a member of a controlled group of corporations, see instructions 3 4 Section 965(b)(2) base period amount. Enter amount from Part VI, line 51 4 5 Section 965(b)(2) limit. Subtract line 4 from line 1. If zero or less, stop here (see instructions). 5 6 Section 965(b)(4) limit. Amounts to be reinvested in the United States under a DRP 6 7 Enter the smallest of lines 3, 5, and 6 7 8 Enter the amount of CFC indebtedness to any related person as of the close of the tax year (see instructions) 8 9 Enter the amount of CFC indebtedness to any related person as of the close of October 3, 2004 (see instructions) 9 10 Section 965(b)(3) limit. Subtract line 9 from line 8. If zero or less, enter -0- 10 11 Qualifying dividends. Subtract line 10 from line 7. If zero or less, stop here (see instructions). If more than zero, enter the result here and on Form 1120, Schedule C, line 12, column (a) 11 12 Enter all section 965(a)(2) amounts included on line 11 (see instructions) 12 13 Deductible portion of qualifying dividends. Multiply line 11 by 85%. Enter here and on Form 1120, Schedule C, line 12, column (c) 13 14 Expenses disallowed under section 965(d)(2) with respect to line 13 amount 14 15 Nondeductible CFC dividends. Subtract line 13 from line 11. See instructions 15 Part III Regular Tax Liability for Computing Credit Limitations and Alternative Minimum Tax 16 Enter the corporation’s taxable income (Form 1120, line 30) 16 17 Taxable income excluding nondeductible CFC dividends. Subtract line 15 from line 16 17 18 Enter the corporation’s regular tax liability (Form 1120, Schedule J, line 3) 18 19 Tax on nondeductible CFC dividends. Enter the smaller of line 18 or 35% of line 15 19 20 Tax on line 17 amount. Subtract line 19 from line 18 20 21 Foreign tax credit that reduces tax on line 19 (see instructions) 21 22 Subtract line 21 from line 19 22 23 Foreign tax credit that reduces tax on line 20. Subtract line 21 from line 39 23 24 Subtract line 23 from line 20 24 25 Alternative minimum tax (see instructions) 25 For Paperwork Reduction Act Notice, see instructions. Cat. No. 37703U Form 8895 (8-2005) 15 I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING INSTRUCTIONS TO PRINTERS FORM 8895, PAGE 2 of 2 1 MARGINS: TOP 13mm ( ⁄2 "), CENTER SIDES. PRINTS: HEAD TO HEAD PAPER: WHITE WRITING, SUB. 20. INK: BLACK 1 FLAT SIZE: 216mm (8 ⁄2 ") 279mm (11") PERFORATE: NONE DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

Form 8895 (8-2005) Page 2 Part IV Foreign Tax Credit—Additional Limitation for Separate Categories With Nondeductible CFC Dividends (see instructions) 26 Enter the name of the separate category ᮣ 27 Enter the amount of nondeductible CFC dividends in the separate category 27 28 Subtract line 27 from the amount on Form 1118, Schedule B, Part II, line 6 28 29 Subtract line 27 from the amount on Form 1118, Schedule B, Part II, line 7c 29 30 Divide line 28 by line 29 30 31 Enter 35% of line 27 31 32 Subtract line 31 from the amount on Form 1118, Schedule B, Part II, line 9 32 33 Multiply line 30 by line 32 33 34 Enter foreign taxes paid or accrued with respect to line 27 amount 34 35 Add lines 33 and 34 35 36 Enter the credit computed for the separate category on Form 1118, Schedule B, Part III 36 37 Enter the smaller of line 35 or line 36 37 38 Enter the smaller of line 31 or line 34 38 39 Enter the corporation’s revised foreign tax credit for all separate categories (see instructions) 39 Part V Schedule of Dividends (see instructions) (c) (d) (e) “Cash dividends” Check Column (c)(2) line from CFCs box if a amounts the corporation (1) (2) section specifically identifies (a) (b) Functional U.S. 965(a)(2) as qualifying dividends Name of CFC Date Paid Currency Dollars amount (see instructions) 40

Totals ᮣ Part VI Section 965(b)(2) Base Period Amount (see instructions) See instructions if the corporation has fewer than 5 tax years in its base period. (a) (b) (c) (d) Tax Years in Base Period Section 965(b)(2)(B)(i) Section 965(b)(2)(B)(ii) Section 965(b)(2)(B)(iii) Total. Add columns (a) dividends inclusions distributions through (c) 41 Most recent tax year ending on or before June 30, 2003 42 Tax year prior to line 41 year 43 Tax year prior to line 42 year 44 Tax year prior to line 43 year 45 Tax year prior to line 44 year 46 Add lines 41 through 45, column (d) 46 47 Enter the largest of lines 41 through 45, column (d) 47 48 Enter the smallest of lines 41 through 45, column (d) 48 49 Add lines 47 and 48 49 50 Subtract line 49 from line 46 50 51 Divide line 50 by 3. (See instructions if the corporation has fewer than 5 tax years in its base period.) Enter the result here and on page 1, line 4 51 Form 8895 (8-2005) Information Return of U.S. Persons With Respect OMB No. 1545-1910 Form 8858 To Foreign Disregarded Entities (Rev. December 2012) ▶ Information about Form 8858 and its separate instructions is at www.irs.gov/form8858. Information furnished for the foreign disregarded entity’s annual accounting period (see Attachment Department of the Treasury Sequence No. 140 Internal Revenue Service instructions) beginning , 20 , and ending , 20 Name of person filing this return Filer’s identifying number

Number, street, and room or suite no. (or P.O. box number if mail is not delivered to street address)

City or town, state, and ZIP code

Filer’s tax year beginning , 20 , and ending , 20 Important: Fill in all applicable lines and schedules. All information must be in English. All amounts must be stated in U.S. dollars unless otherwise indicated. 1a Name and address of foreign disregarded entity b(1) U.S. identifying number, if any

b(2) Reference ID number (see instructions)

c Country(ies) under whose laws organized and entity type under local tax law d Date(s) of organization e Effective date as foreign disregarded entity

f If benefits under a U.S. tax treaty were claimed with respect to g Country in which principal business h Principal business i Functional currency income of the foreign disregarded entity, enter the treaty and activity is conducted activity article number

2 Provide the following information for the foreign disregarded entity’s accounting period stated above. a Name, address, and identifying number of branch office or agent (if any) in b Name and address (including corporate department, if applicable) of person(s) the United States with custody of the books and records of the foreign disregarded entity, and the location of such books and records, if different

3 For the tax owner of the foreign disregarded entity (if different from the filer) provide the following: a Name and address b Annual accounting period covered by the return (see instructions)

c(1) U.S. identifying number, if any

c(2) Reference ID number (see instructions)

d Country under whose laws organized e Functional currency

4 For the direct owner of the foreign disregarded entity (if different from the tax owner) provide the following: a Name and address b Country under whose laws organized

c U.S. identifying number, if any d Functional currency

5 Attach an organizational chart that identifies the name, placement, percentage of ownership, tax classification, and country of organization of all entities in the chain of ownership between the tax owner and the foreign disregarded entity, and the chain of ownership between the foreign disregarded entity and each entity in which the foreign disregarded entity has a 10% or more direct or indirect interest. See instructions.

For Paperwork Reduction Act Notice, see the separate instructions. Cat. No. 21457L Form 8858 (Rev. 12-2012) Form 8858 (Rev. 12-2012) Page 2 Schedule C Income Statement (see instructions) Important: Report all information in functional currency in accordance with U.S. GAAP. Also, report each amount in U.S. dollars translated from functional currency (using GAAP translation rules or the average exchange rate determined under section 989(b)). If the functional currency is the U.S. dollar, complete only the U.S. Dollars column. See instructions for special rules for foreign disregarded entities that use DASTM. If you are using the average exchange rate (determined under section 989(b)), check the following box ...... Functional Currency U.S. Dollars 1 Gross receipts or sales (net of returns and allowances) ...... 1 2 Cost of goods sold ...... 2 3 Gross profit (subtract line 2 from line 1) ...... 3 4 Other income...... 4 5 Total income (add lines 3 and 4) ...... 5 6 Total deductions ...... 6 7 Other adjustments ...... 7 8 Net income (loss) per books ...... 8 Schedule C-1 Section 987 Gain or Loss Information (a) (b) Amount stated in Amount stated in functional currency of functional currency of foreign disregarded entity recipient 1 Remittances from the foreign disregarded entity ...... 1 2 Section 987 gain (loss) of recipient ...... 2 Yes No 3 Were all remittances from the foreign disregarded entity treated as made to the direct owner? . . . . . 4 Did the tax owner change its method of accounting for section 987 gain or loss with respect to remittances from the foreign disregarded entity during the tax year? ...... Schedule F Balance Sheet Important: Report all amounts in U.S. dollars computed in functional currency and translated into U.S. dollars in accordance with U.S. GAAP. See instructions for an exception for foreign disregarded entities that use DASTM. (a) (b) Assets Beginning of annual End of annual accounting period accounting period 1 Cash and other current assets ...... 1 2 Other assets ...... 2 3 Total assets ...... 3 Liabilities and Owner’s Equity

4 Liabilities ...... 4 5 Owner’s equity ...... 5 6 Total liabilities and owner’s equity ...... 6 Schedule G Other Information Yes No 1 During the tax year, did the foreign disregarded entity own an interest in any trust?...... 2 During the tax year, did the foreign disregarded entity own at least a 10% interest, directly or indirectly, in any foreign partnership? ...... 3 Answer the following question only if the foreign disregarded entity made its election to be treated as disregarded from its owner during the tax year: Did the tax owner claim a loss with respect to stock or debt of the foreign disregarded entity as a result of the election? ...... 4 If the interest in the foreign disregarded entity is a separate unit under Reg. 1.1503(d)-1(b)(4) or part of a combined separate unit under Reg. 1.1503(d)-1(b)(4)(ii) does the separate unit or combined separate unit have a dual consolidated loss as defined in Reg. 1.1503(d)-1(b)(5)(ii)? ...... If “Yes,” enter the amount of the dual consolidated loss ▶ $ Answer question 5a. Form 8858 (Rev. 12-2012) Form 8858 (Rev. 12-2012) Page 3 Schedule G Other Information (continued) Yes No 5a Was any portion of the dual consolidated loss in question 4 taken into account in computing consolidated taxable income for the year? If “Yes,” go to 5b. If “No,” skip 5b and 5c ...... b Was this a permitted domestic use of the dual consolidated loss under Reg. 1.1503(d)-6? If “Yes,” see instructions and skip 5c. If “No,” go to 5c ...... c If this was not a permitted domestic use, was the dual consolidated loss used to compute consolidated taxable income as provided under Reg. 1.1503(d)-4? ...... If “Yes,” enter the separate unit's contribution to the cumulative consolidated taxable income (“cumulative register”) as of the beginning of the tax year ▶ $ See instructions. 6 During the tax year, did the foreign disregarded entity pay or accrue any foreign tax that was disqualified for credit under section 901(m)? ...... 7 During the tax year, did the foreign disregarded entity pay or accrue foreign taxes to which section 909 applies, or treat foreign taxes that were previously suspended under section 909 as no longer suspended? 8 Answer the following question only if the tax owner of the foreign disregarded entity is a controlled foreign corporation (CFC): Were there any intracompany transactions between the foreign disregarded entity and the CFC or any other branch of the CFC during the tax year, in which the foreign disregarded entity acted as a manufacturing, selling, or purchasing branch? ...... Schedule H Current Earnings and Profits or Taxable Income (see instructions) Important: Enter the amounts on lines 1 through 6 in functional currency. 1 Current year net income or (loss) per foreign books of account ...... 1 2 Total net additions ...... 2 3 Total net subtractions ...... 3 4 Current earnings and profits (or taxable income—see instructions) (line 1 plus line 2 minus line 3) . . 4 5 DASTM gain or loss (if applicable) ...... 5 6 Combine lines 4 and 5...... 6 7 Current earnings and profits (or taxable income) in U.S. dollars (line 6 translated at the average exchange rate determined under section 989(b) and the related regulations (see instructions)) . . . 7 Enter exchange rate used for line 7 ▶ Form 8858 (Rev. 12-2012) Form 8832 (Rev. January 2012) Entity Classification Election OMB No. 1545-1516 Department of the Treasury Internal Revenue Service Name of eligible entity making election Employer identification number

Type Number, street, and room or suite no. If a P.O. box, see instructions. or Print City or town, state, and ZIP code. If a foreign address, enter city, province or state, postal code and country. Follow the country’s practice for entering the postal code.

▶ Check if: Address change Late classification relief sought under Revenue Procedure 2009-41 Relief for a late change of entity classification election sought under Revenue Procedure 2010-32 Part I Election Information

1 Type of election (see instructions):

a Initial classification by a newly-formed entity. Skip lines 2a and 2b and go to line 3. b Change in current classification. Go to line 2a.

2 a Has the eligible entity previously filed an entity election that had an effective date within the last 60 months?

Yes. Go to line 2b. No. Skip line 2b and go to line 3.

2 b Was the eligible entity’s prior election an initial classification election by a newly formed entity that was effective on the date of formation?

Yes. Go to line 3. No. Stop here. You generally are not currently eligible to make the election (see instructions).

3 Does the eligible entity have more than one owner?

Yes. You can elect to be classified as a partnership or an association taxable as a corporation. Skip line 4 and go to line 5. No. You can elect to be classified as an association taxable as a corporation or to be disregarded as a separate entity. Go to line 4.

4 If the eligible entity has only one owner, provide the following information:

a Name of owner ▶ b Identifying number of owner ▶

5 If the eligible entity is owned by one or more affiliated corporations that file a consolidated return, provide the name and employer identification number of the parent corporation:

a Name of parent corporation ▶ b Employer identification number ▶

For Paperwork Reduction Act Notice, see instructions. Cat. No. 22598R Form 8832 (Rev. 1-2012) Form 8832 (Rev. 1-2012) Page 2 Part I Election Information (Continued) 6 Type of entity (see instructions):

a A domestic eligible entity electing to be classified as an association taxable as a corporation. b A domestic eligible entity electing to be classified as a partnership. c A domestic eligible entity with a single owner electing to be disregarded as a separate entity. d A foreign eligible entity electing to be classified as an association taxable as a corporation. e A foreign eligible entity electing to be classified as a partnership. f A foreign eligible entity with a single owner electing to be disregarded as a separate entity.

7 If the eligible entity is created or organized in a foreign jurisdiction, provide the foreign country of organization ▶

8 Election is to be effective beginning (month, day, year) (see instructions) ...... ▶

9 Name and title of contact person whom the IRS may call for more information 10 Contact person’s telephone number

Consent Statement and Signature(s) (see instructions)

Under penalties of perjury, I (we) declare that I (we) consent to the election of the above-named entity to be classified as indicated above, and that I (we) have examined this election and consent statement, and to the best of my (our) knowledge and belief, this election and consent statement are true, correct, and complete. If I am an officer, manager, or member signing for the entity, I further declare under penalties of perjury that I am authorized to make the election on its behalf.

Signature(s) Date Title

Form 8832 (Rev. 1-2012) Form 8832 (Rev. 1-2012) Page 3 Part II Late Election Relief

11 Provide the explanation as to why the entity classification election was not filed on time (see instructions).

Under penalties of perjury, I (we) declare that I (we) have examined this election, including accompanying documents, and, to the best of my (our) knowledge and belief, the election contains all the relevant facts relating to the election, and such facts are true, correct, and complete. I (we) further declare that I (we) have personal knowledge of the facts and circumstances related to the election. I (we) further declare that the elements required for relief in Section 4.01 of Revenue Procedure 2009-41 have been satisfied. Signature(s) Date Title

Form 8832 (Rev. 1-2012) Form 8832 (Rev. 1-2012) Page 4 General Instructions 1. A partnership if it has two or more Definitions members. Section references are to the Internal Association. For purposes of this form, an Revenue Code unless otherwise noted. 2. Disregarded as an entity separate from association is an eligible entity taxable as a its owner if it has a single owner. corporation by election or, for foreign eligible What Is New: A change in the number of members of an entities, under the default rules (see A checkbox was added for explanatory eligible entity classified as an association Regulations section 301.7701-3). language of the Rev. Proc. 2010-32, foreign (defined below) does not affect the entity’s Business entity. A business entity is any entities that meet the requirements of Rev. classification. However, an eligible entity entity recognized for federal tax purposes Proc. 2010-32, 2010-36 I.R.B. 320. classified as a partnership will become a that is not properly classified as a trust under The IRS has created a page on IRS.gov for disregarded entity when the entity’s Regulations section 301.7701-4 or otherwise information about Form 8832 and its membership is reduced to one member and a subject to special treatment under the Code instructions at www.irs.gov/form8832. disregarded entity will be classified as a regarding the entity’s classification. See Information about any future developments partnership when the entity has more than Regulations section 301.7701-2(a). affecting Form 8832 (such as legislation one member. enacted after we release it) will be posted on Foreign default rule. Unless an election is Corporation. For federal tax purposes, a that page. made on Form 8832, a foreign eligible entity corporation is any of the following: Purpose of Form is: 1. A business entity organized under a 1. A partnership if it has two or more federal or state statute, or under a statute of a An eligible entity uses Form 8832 to elect members and at least one member does not federally recognized Indian tribe, if the statute how it will be classified for federal tax have limited liability. describes or refers to the entity as purposes, as a corporation, a partnership, or incorporated or as a corporation, body an entity disregarded as separate from its 2. An association taxable as a corporation if corporate, or body politic. owner. An eligible entity is classified for all members have limited liability. federal tax purposes under the default rules 2. An association (as determined under 3. Disregarded as an entity separate from Regulations section 301.7701-3). described below unless it files Form 8832 or its owner if it has a single owner that does not Form 2553, Election by a Small Business have limited liability. 3. A business entity organized under a Corporation, to elect a classification or state statute, if the statute describes or refers However, if a qualified foreign entity (as change its current classification. See Who to the entity as a joint-stock company or joint- defined in section 3.02 of Rev. Proc. 2010-32) Must File below. stock association. files a valid election to be classified as a The IRS will use the information entered on 4. An insurance company. partnership based on the reasonable this form to establish the entity’s filing and assumption that it had two or more owners as 5. A state-chartered business entity reporting requirements for federal tax of the effective date of the election, and the conducting banking activities, if any of its purposes. qualified entity is later determined to have a deposits are insured under the Federal A new eligible entity should not file single owner, the IRS will deem the election to Deposit Insurance Act, as amended, 12 U.S. Form 8832 if it will be using its be an election to be classified as a C. 1811 et seq., or a similar federal statute. TIP disregarded entity provided: default classification (see Default 6. A business entity wholly owned by a Rules below). 1. The qualified entity's owner and state or any political subdivision thereof, or a purported owners file amended returns that business entity wholly owned by a foreign Eligible entity. An eligible entity is a business are consistent with the treatment of the entity government or any other entity described in entity that is not included in items 1, or 3 as a disregarded entity; Regulations section 1.892-2T. through 9, under the definition of corporation 2. The amended returns are filed before the provided under Definitions. Eligible entities 7. A business entity that is taxable as a close of the period of limitations on include limited liability companies (LLCs) and corporation under a provision of the Code assessments under section 6501(a) for the partnerships. other than section 7701(a)(3). relevant tax year; and Generally, corporations are not eligible 8. A foreign business entity listed on page 3. The corrected Form 8832 is filed and entities. However, the following types of 7. See Regulations section 301.7701-2(b)(8) attached to the amended tax return. corporations are treated as eligible entities: for any exceptions and inclusions to items on Corrected Form 8832 must include across the this list and for any revisions made to this list 1. An eligible entity that previously elected top the statement “FILED PURSUANT TO since these instructions were printed. to be an association taxable as a corporation REVENUE PROCEDURE 2010-32;” by filing Form 8832. An entity that elects to be Also, if the qualified foreign entity (as 9. An entity created or organized under the classified as a corporation by filing Form 8832 defined in section 3.02 of Rev. Proc. 2010-32) laws of more than one jurisdiction (business can make another election to change its files a valid election to be classified as a entities with multiple charters) if the entity is classification (see the 60-month limitation disregarded entity based on the reasonable treated as a corporation with respect to any rule discussed below in the instructions for assumption that it had a single owner as of one of the jurisdictions. See Regulations lines 2a and 2b). the effective date of the election, and the section 301.7701-2(b)(9) for examples. 2. A foreign eligible entity that became an qualified entity is later determined to have two Disregarded entity. A disregarded entity is association taxable as a corporation under or more owners, the IRS will deem the an eligible entity that is treated as an entity the foreign default rule described below. election to be an election to be classified as a not separate from its single owner for income partnership provided: tax purposes. A “disregarded entity” is treated Default Rules 1. The qualified entity files information as separate from its owner for: Existing entity default rule. Certain returns and the actual owners file original or • Employment tax purposes, effective for domestic and foreign entities that were in amended returns consistent with the wages paid on or after January 1, 2009; and existence before January 1, 1997, and have treatment of the entity as a partnership; • Excise taxes reported on Forms 720, 730, an established federal tax classification 2. The amended returns are filed before the 2290, 11-C, or 8849, effective for excise taxes generally do not need to make an election to close of the period of limitations on reported and paid after December 31, 2007. continue that classification. If an existing assessments under section 6501(a) for the entity decides to change its classification, it relevant tax year; and See the employment tax and excise tax may do so subject to the 60-month limitation 3. The corrected Form 8832 is filed and return instructions for more information. rule. See the instructions for lines 2a and 2b. attached to the amended tax returns. See Regulations sections 301.7701-3(b)(3) Corrected Form 8832 must include across the and 301.7701-3(h)(2) for more details. top the statement “FILED PURSUANT TO Domestic default rule. Unless an election is REVENUE PROCEDURE 2010-32”; see Rev. made on Form 8832, a domestic eligible entity Proc. 2010-32, 2010-36 I.R.B. 320 for details. is: Form 8832 (Rev. 1-2012) Page 5

Limited liability. A member of a foreign • If an eligible entity classified as a If the entity’s principal Use the following eligible entity has limited liability if the partnership elects to be classified as an business, office, or Internal Revenue member has no personal liability for any association, it is deemed that the partnership agency is located in: Service Center debts of or claims against the entity by contributes all of its assets and liabilities to address: reason of being a member. This determination the association in exchange for stock in the Connecticut, Delaware, is based solely on the statute or law under association, and immediately thereafter, the District of Columbia, which the entity is organized (and, if relevant, partnership liquidates by distributing the Illinois, Indiana, Kentucky, the entity’s organizational documents). A stock of the association to its partners. Maine, Maryland, member has personal liability if the creditors • If an eligible entity classified as an Massachusetts, Michigan, of the entity may seek satisfaction of all or association elects to be classified as a New Hampshire, New Cincinnati, OH 45999 any part of the debts or claims against the partnership, it is deemed that the association Jersey, New York, North entity from the member as such. A member distributes all of its assets and liabilities to its Carolina, Ohio, has personal liability even if the member shareholders in liquidation of the association, Pennsylvania, Rhode Island, South Carolina, makes an agreement under which another and immediately thereafter, the shareholders person (whether or not a member of the Vermont, Virginia, West contribute all of the distributed assets and Virginia, Wisconsin entity) assumes that liability or agrees to liabilities to a newly formed partnership. indemnify that member for that liability. • If an eligible entity classified as an If the entity’s principal Use the following A partnership is a business Partnership. association elects to be disregarded as an business, office, or Internal Revenue entity that has at least two members and is entity separate from its owner, it is deemed agency is located in: Service Center not a corporation as defined above under address: that the association distributes all of its assets Corporation. and liabilities to its single owner in liquidation Alabama, Alaska, Arizona, of the association. Who Must File Arkansas, California, Colorado, Florida, Georgia, File this form for an eligible entity that is one • If an eligible entity that is disregarded as an Hawaii, Idaho, Iowa, of the following: entity separate from its owner elects to be classified as an association, the owner of the Kansas, Louisiana, • A domestic entity electing to be classified as eligible entity is deemed to have contributed Minnesota, Mississippi, an association taxable as a corporation. Ogden, UT 84201 all of the assets and liabilities of the entity to Missouri, Montana, Nebraska, Nevada, New • A domestic entity electing to change its the association in exchange for the stock of Mexico, North Dakota, current classification (even if it is currently the association. Oklahoma, Oregon, South classified under the default rule). Note. For information on the federal tax Dakota, Tennessee, Texas, • A foreign entity that has more than one consequences of elective changes in Utah, Washington, owner, all owners having limited liability, classification, see Regulations section Wyoming electing to be classified as a partnership. 301.7701-3(g). A foreign country or U.S. Ogden, UT • A foreign entity that has at least one owner When To File possession 84201-0023 that does not have limited liability, electing to Generally, an election specifying an eligible be classified as an association taxable as a Note. Also attach a copy to the entity’s entity’s classification cannot take effect more corporation. federal income tax return for the tax year of than 75 days prior to the date the election is the election. • A foreign entity with a single owner having filed, nor can it take effect later than 12 limited liability, electing to be an entity months after the date the election is filed. An Acceptance or Nonacceptance of disregarded as an entity separate from its eligible entity may be eligible for late election Election owner. relief in certain circumstances. For more The service center will notify the eligible entity • A foreign entity electing to change its information, see Late Election Relief, later. at the address listed on Form 8832 if its current classification (even if it is currently Where To File election is accepted or not accepted. The classified under the default rule). File Form 8832 with the Internal Revenue entity should generally receive a Do not file this form for an eligible entity that Service Center for your state listed below. determination on its election within 60 days is: after it has filed Form 8832. In addition, attach a copy of Form 8832 to • Tax-exempt under section 501(a); the entity’s federal tax or information return Care should be exercised to ensure that the • A real estate investment trust (REIT), as for the tax year of the election. If the entity is IRS receives the election. If the entity is not defined in section 856; or not required to file a return for that year, a notified of acceptance or nonacceptance of its election within 60 days of the date of filing, • Electing to be classified as an S corporation. copy of its Form 8832 must be attached to take follow-up action by calling An eligible entity that timely files Form 2553 to the federal tax returns of all direct or indirect 1-800-829-0115, or by sending a letter to the elect classification as an S corporation and owners of the entity for the tax year of the service center to inquire about its status. meets all other requirements to qualify as an owner that includes the date on which the Send any such letter by certified or registered S corporation is deemed to have made an election took effect. An indirect owner of the mail via the U.S. Postal Service, or equivalent election under Regulations section electing entity does not have to attach a copy type of delivery by a designated private 301.7701-3(c)(v) to be classified as an of the Form 8832 to its tax return if an entity in delivery service (see Notice 2004-83, 2004-52 association taxable as a corporation. which it has an interest is already filing a copy of the Form 8832 with its return. Failure to I.R.B. 1030 (or its successor)). All three of these entities are deemed to attach a copy of Form 8832 will not invalidate If the IRS questions whether Form 8832 have made an election to be classified as an an otherwise valid election, but penalties may was filed, an acceptable proof of filing is: association. be assessed against persons who are • A certified or registered mail receipt (timely required to, but do not, attach Form 8832. Effect of Election postmarked) from the U.S. Postal Service, or The federal tax treatment of elective changes Each member of the entity is required to file its equivalent from a designated private in classification as described in Regulations the member's return consistent with the entity delivery service; section 301.7701-3(g)(1) is summarized as election. Penalties apply to returns filed • Form 8832 with an accepted stamp; follows: inconsistent with the entity’s election. • Form 8832 with a stamped IRS received date; or • An IRS letter stating that Form 8832 has been accepted. Form 8832 (Rev. 1-2012) Page 6 Specific Instructions Relief for a late change of entity Line 8. Generally, the election will take effect classification election sought under on the date you enter on line 8 of this form, or Name. Enter the name of the eligible entity Revenue Procedure 2010-32. Check the box on the date filed if no date is entered on line electing to be classified. if the entity is seeking relief under Rev. Proc. 8. An election specifying an entity’s Employer identification number (EIN). Show 2010-32, 2010-36 I.R.B. 320. For more classification for federal tax purposes can the EIN of the eligible entity electing to be information, see Foreign default rule, earlier. take effect no more than 75 days prior to the classified. Part I. Election Information date the election is filed, nor can it take effect Do not put “Applied For” on later than 12 months after the date on which this line. Complete Part I whether or not the entity is the election is filed. If line 8 shows a date ▲! seeking relief under Rev. Proc. 2009-41 or more than 75 days prior to the date on which CAUTION Rev. Proc. 2010-32. the election is filed, the election will default to Line 1. Check box 1a if the entity is choosing 75 days before the date it is filed. If line 8 Note. Any entity that has an EIN will retain a classification for the first time (i.e., the entity shows an effective date more than 12 months that EIN even if its federal tax classification does not want to be classified under the from the filing date, the election will take changes under Regulations section applicable default classification). Do not file effect 12 months after the date the election is 301.7701-3. this form if the entity wants to be classified filed. If a disregarded entity’s classification under the default rules. Consent statement and signature(s). Form changes so that it becomes recognized as a Check box 1b if the entity is changing its 8832 must be signed by: partnership or association for federal tax current classification. purposes, and that entity had an EIN, then the 1. Each member of the electing entity who entity must continue to use that EIN. If the Lines 2a and 2b. 60-month limitation rule. is an owner at the time the election is filed; or entity did not already have its own EIN, then Once an eligible entity makes an election to change its classification, the entity generally 2. Any officer, manager, or member of the the entity must apply for an EIN and not use electing entity who is authorized (under local the identifying number of the single owner. cannot change its classification by election again during the 60 months after the effective law or the organizational documents) to make A foreign entity that makes an election date of the election. However, the IRS may the election. The elector represents to having under Regulations section 301.7701-3(c) and (by private letter ruling) permit the entity to such authorization under penalties of perjury. (d) must also use its own taxpayer identifying change its classification by election within the If an election is to be effective for any number. See sections 6721 through 6724 for 60-month period if more than 50% of the period prior to the time it is filed, each person penalties that may apply for failure to supply ownership interests in the entity, as of the who was an owner between the date the taxpayer identifying numbers. effective date of the election, are owned by election is to be effective and the date the If the entity electing to be classified using persons that did not own any interests in the election is filed, and who is not an owner at Form 8832 does not have an EIN, it must entity on the effective date or the filing date of the time the election is filed, must sign. apply for one on Form SS-4, Application for the entity’s prior election. If you need a continuation sheet or use a Employer Identification Number. The entity Note. The 60-month limitation does not apply separate consent statement, attach it to must have received an EIN by the time Form if the previous election was made by a newly Form 8832. The separate consent statement 8832 is filed in order for the form to be formed eligible entity and was effective on the must contain the same information as shown processed. An election will not be accepted if date of formation. on Form 8832. the eligible entity does not provide an EIN. Line 4. If an eligible entity has only one Note. Do not sign the copy that is attached to owner, provide the name of its owner on line your tax return. Do not apply for a new EIN for an 4a and the owner’s identifying number (social existing entity that is changing its Part II. Late Election Relief security number, or individual taxpayer classification if the entity already ▲! Complete Part II only if the entity is requesting identification number, or EIN) on line 4b. If the CAUTION has an EIN. electing eligible entity is owned by an entity late election relief under Rev. Proc. 2009-41. Address. Enter the address of the entity that is a disregarded entity or by an entity that An eligible entity may be eligible for late electing a classification. All correspondence is a member of a series of tiered disregarded election relief under Rev. Proc. 2009-41, regarding the acceptance or nonacceptance entities, identify the first entity (the entity 2009-39 I.R.B. 439, if each of the following of the election will be sent to this address. closest to the electing eligible entity) that is requirements is met. not a disregarded entity. For example, if the Include the suite, room, or other unit number 1. The entity failed to obtain its requested electing eligible entity is owned by after the street address. If the Post Office classification as of the date of its formation (or disregarded entity A, which is owned by does not deliver mail to the street address upon the entity's classification becoming another disregarded entity B, and disregarded and the entity has a P.O. box, show the box relevant) or failed to obtain its requested entity B is owned by partnership C, provide number instead of the street address. If the change in classification solely because Form the name and EIN of partnership C as the electing entity receives its mail in care of a 8832 was not filed timely. third party (such as an accountant or an owner of the electing eligible entity. If the attorney), enter on the street address line owner is a foreign person or entity and does 2. Either: “C/O” followed by the third party’s name and not have a U.S. identifying number, enter a. The entity has not filed a federal tax or street address or P.O. box. “none” on line 4b. information return for the first year in which Line 5. If the eligible entity is owned by one or the election was intended because the due If the eligible entity has Address change. more members of an affiliated group of date has not passed for that year's federal tax changed its address since filing Form SS-4 or corporations that file a consolidated return, or information return; or the entity’s most recently-filed return provide the name and EIN of the parent b. The entity has timely filed all required (including a change to an “in care of” corporation. address), check the box for an address federal tax returns and information returns (or change. Line 6. Check the appropriate box if you are if not timely, within 6 months after its due changing a current classification (no matter date, excluding extensions) consistent with its Late-classification relief sought under how achieved), or are electing out of a default requested classification for all of the years the Revenue Procedure 2009-41. Check the box classification. Do not file this form if you fall entity intended the requested election to be if the entity is seeking relief under Rev. Proc. within a default classification that is the effective and no inconsistent tax or 2009-41, 2009-39 I.R.B. 439, for a late desired classification for the new entity. information returns have been filed by or with classification election. For more information, respect to the entity during any of the tax see Late Election Relief, later. Line 7. If the entity making the election is years. If the eligible entity is not required to created or organized in a foreign jurisdiction, file a federal tax return or information return, enter the name of the foreign country in which each affected person who is required to file a it is organized. This information must be federal tax return or information return must provided even if the entity is also organized have timely filed all such returns (or if not under domestic law. Form 8832 (Rev. 1-2012) Page 7 timely, within 6 months after its due date, Republic of China (Taiwan) Romania—Societe pe Actiuni excluding extensions) consistent with the —Ku-fen Yu-hsien Kung-szu Russia—Otkrytoye Aktsionernoy entity's requested classification for all of the Colombia—Sociedad Anonima Obshchestvo years the entity intended the requested Costa Rica—Sociedad Anonima Saudi Arabia—Sharikat Al-Mossahamah election to be effective and no inconsistent Public Limited Company tax or information returns have been filed Cyprus—Public Limited Company Singapore— during any of the tax years. Czech Republic—Akciova Spolecnost Slovak Republic—Akciova Spolocnost 3. The entity has reasonable cause for its Denmark—Aktieselskab Slovenia—Delniska Druzba failure to timely make the entity classification South Africa—Public Limited Company election. Ecuador—Sociedad Anonima or Compania Anonima Spain—Sociedad Anonima 4. Three years and 75 days from the Egypt—Sharikat Al-Mossahamah requested effective date of the eligible entity's Surinam—Naamloze Vennootschap classification election have not passed. El Salvador—Sociedad Anonima Sweden—Publika Aktiebolag Affected person. An affected person is either: Estonia—Aktsiaselts Switzerland— Aktiengesellschaft • with respect to the effective date of the European Economic Area/European Union Thailand—Borisat Chamkad (Mahachon) eligible entity's classification election, a —Societas Europaea person who would have been required to Finland—Julkinen Osakeyhtio/Publikt Trinidad and Tobago—Limited Company attach a copy of the Form 8832 for the eligible Aktiebolag Tunisia—Societe Anonyme entity to its federal tax or information return France—Societe Anonyme Turkey—Anonim Sirket for the tax year of the person which includes that date; or Germany—Aktiengesellschaft Ukraine—Aktsionerne Tovaristvo Vidkritogo • with respect to any subsequent date after Greece—Anonymos Etairia Tipu the entity's requested effective date of the Guam—Corporation United Kingdom—Public Limited Company classification election, a person who would Guatemala—Sociedad Anonima United States Virgin Islands—Corporation have been required to attach a copy of the Guyana—Public Limited Company Form 8832 for the eligible entity to its federal Uruguay—Sociedad Anonima tax or information return for the person's tax Honduras—Sociedad Anonima Venezuela—Sociedad Anonima or Compania year that includes that subsequent date had Hong Kong—Public Limited Company Anonima the election first become effective on that See Regulations section subsequent date. Hungary—Reszvenytarsasag Iceland—Hlutafelag 301.7701-2(b)(8) for any For details on the requirement to attach a ▲! exceptions and inclusions to items copy of Form 8832, see Rev. Proc. 2009-41 India—Public Limited Company CAUTION on this list and for any revisions and the instructions under Where To File. Indonesia—Perseroan Terbuka made to this list since these instructions were To obtain relief, file Form 8832 with the Ireland—Public Limited Company printed. applicable IRS service center listed in Where Israel—Public Limited Company To File, earlier, within 3 years and 75 days Paperwork Reduction Act Notice from the requested effective date of the Italy—Societa per Azioni We ask for the information on this form to eligible entity's classification election. Jamaica—Public Limited Company carry out the Internal Revenue laws of the If Rev. Proc. 2009-41 does not apply, an Japan—Kabushiki Kaisha United States. You are required to give us the entity may seek relief for a late entity election information. We need it to ensure that you are by requesting a private letter ruling and Kazakstan—Ashyk Aktsionerlik Kogham complying with these laws and to allow us to paying a user fee in accordance with Rev. Republic of Korea—Chusik Hoesa figure and collect the right amount of tax. Proc. 2011-1, 2011-1 I.R.B. 1 (or its Latvia—Akciju Sabiedriba successor). You are not required to provide the Liberia—Corporation Line 11. Explain the reason for the failure to information requested on a form that is file a timely entity classification election. Liechtenstein—Aktiengesellschaft subject to the Paperwork Reduction Act unless the form displays a valid OMB control Lithuania—Akcine Bendroves Signatures. Part II of Form 8832 must be number. Books or records relating to a form signed by an authorized representative of the Luxembourg—Societe Anonyme or its instructions must be retained as long as eligible entity and each affected person. See Malaysia—Berhad their contents may become material in the Affected Persons, earlier. The individual or administration of any Internal Revenue law. individuals who sign the declaration must Malta—Public Limited Company Generally, tax returns and return information have personal knowledge of the facts and Mexico—Sociedad Anonima are confidential, as required by section 6103. circumstances related to the election. Morocco—Societe Anonyme The time needed to complete and file this form will vary depending on individual Foreign Entities Classified as Corporations for Netherlands—Naamloze Vennootschap circumstances. The estimated average time is: Federal Tax Purposes: New Zealand—Limited Company Recordkeeping . . . . 2 hr., 46 min. American Samoa—Corporation Nicaragua—Compania Anonima Argentina—Sociedad Anonima Learning about the Nigeria—Public Limited Company law or the form . . . . 3 hr., 48 min. Australia—Public Limited Company Preparing and sending Austria—Aktiengesellschaft Northern Mariana Islands—Corporation the form to the IRS . . . . . 36 min. Norway—Allment Aksjeselskap Barbados—Limited Company If you have comments concerning the Belgium—Societe Anonyme Pakistan—Public Limited Company accuracy of these time estimates or Belize—Public Limited Company Panama—Sociedad Anonima suggestions for making this form simpler, we would be happy to hear from you. You can Bolivia—Sociedad Anonima Paraguay—Sociedad Anonima write to the Internal Revenue Service, Tax Brazil—Sociedade Anonima Peru—Sociedad Anonima Products Coordinating Committee, Bulgaria—Aktsionerno Druzhestvo SE:W:CAR:MP:T:M:S, 1111 Constitution Ave. Philippines—Stock Corporation NW, IR-6526, Washington, DC 20224. Do not Canada—Corporation and Company Poland—Spolka Akcyjna send the form to this address. Instead, see Chile—Sociedad Anonima Where To File above. Portugal—Sociedade Anonima People’s Republic of China—Gufen Youxian Gongsi Puerto Rico—Corporation