U.S. Income Tax Return for Real Estate Investment Trusts

2011

Department of the Treasury
Internal Revenue Service

Instructions for Form
1120-REIT
U.S. Income Tax Return for Real Estate Investment Trusts
Section references are to the Internal
Revenue Code unless otherwise noted.
Contents
Page
What’s New . . . . . . . . . . . . . . . . . . . . 1
Photographs of Missing Children . . . . 1
Unresolved Tax Issues . . . . . . . . . . . . 1
How To Get Forms and
Publications . . . . . . . . . . . . . . . . . . 1
General Instructions . . . . . . . . . . . . . 2
Purpose of Form . . . . . . . . . . . . . . . . 2
Who Must File . . . . . . . . . . . . . . . . . . 2
General Requirements to Qualify
as a REIT . . . . . . . . . . . . . . . . . . . . 2
Other Requirements . . . . . . . . . . . . . . 2
Termination of Election . . . . . . . . . . . . 2
Where To File . . . . . . . . . . . . . . . . . . 2
Taxable REIT Subsidiaries
(TRS) . . . . . . . . . . . . . . . . . . . . . . . 2
When To File . . . . . . . . . . . . . . . . . . . 3
Who Must Sign . . . . . . . . . . . . . . . . . 3
Paid Preparer Authorization . . . . . . . . 3
Assembling the Return . . . . . . . . . . . . 3
Tax Payments . . . . . . . . . . . . . . . . . . 3
Estimated Tax Payments . . . . . . . . . . 4
Interest and Penalties . . . . . . . . . . . . . 4
Accounting Methods . . . . . . . . . . . . . . 4
Accounting Period . . . . . . . . . . . . . . . 4
Rounding Off to Whole Dollars . . . . . . 5
Recordkeeping . . . . . . . . . . . . . . . . . . 5
Other Forms That May Be
Required . . . . . . . . . . . . . . . . . . . . 5
Statements . . . . . . . . . . . . . . . . . . . . 6
Specific Instructions . . . . . . . . . . . . 6
Period Covered . . . . . . . . . . . . . . . . . 6
Name and Address . . . . . . . . . . . . . . 6
100%-owned Subsidiaries and
Personal Holding Companies . . . . . . 7
Employer Identification Number
(EIN) . . . . . . . . . . . . . . . . . . . . . . . 7
Date REIT Established . . . . . . . . . . . . 7
Total Assets . . . . . . . . . . . . . . . . . . . 7
Final Return, Name Change,
Address Change, or Amended
Return . . . . . . . . . . . . . . . . . . . . . . 7
Type of REIT . . . . . . . . . . . . . . . . . . . 7
PBA Code . . . . . . . . . . . . . . . . . . . . . 7
Part I — Real Estate Investment
Trust Taxable Income . . . . . . . . . 7-12
Part II — Tax on Net Income
From Foreclosure Property . . . . . . 12
Part III — Tax for Failure To Meet
Certain Source-of-Income
Requirements . . . . . . . . . . . . . . . . 12
Part IV — Tax on Net Income
From Prohibited Transactions . . . 12
Schedule A . . . . . . . . . . . . . . . . . . . 13
Schedule J . . . . . . . . . . . . . . . . . 13-15
Schedule K . . . . . . . . . . . . . . . . . . . 15
Schedule L . . . . . . . . . . . . . . . . . . . 16
Jan 27, 2012

Contents
Page
Schedule M-1 . . . . . . . . . . . . . . . . . 16

What’s New
Change of address. Form 8822-B,
Change of Address — Business, has been
created specifically for business use.
REITs use this form to notify the IRS of its
new business address or location. See
the instructions for Item F.
Built-in gains. For tax years beginning
in 2011, no tax is imposed on the net
recognized built-in gain of a REIT if the
5th year of the applicable recognition
period ended before the tax year. See the
Built-in Gains Tax Worksheet Instructions.
Reasonable cause statement for
certain failures. If the REIT failed to
meet the asset test and/or gross income
test, an explanation and supporting
schedules should be attached to Form
1120-REIT. See the instructions for
Schedule J, lines 2c and 2f for more
information.
Future developments. The IRS has
created a page on IRS.gov for information
about Form 1120-REIT and its
instructions at www.irs.gov/form1120reit.
Information about any future
developments affecting Form 1120-REIT
(such as legislation enacted after we
release it) will be posted on that page.

Photographs of Missing
Children
The Internal Revenue Service is a proud
partner with the National Center for
Missing and Exploited Children.
Photographs of missing children selected
by the Center may appear in instructions
on pages that would otherwise be blank.
You can help bring these children home
by looking at the photographs and calling
1-800-THE-LOST (1-800-843-5678) if you
recognize a child.

Unresolved Tax Issues
The Taxpayer Advocate Service (TAS) is
an independent organization within the
IRS whose employees assist taxpayers
who are experiencing economic harm,
who are seeking help in resolving tax
problems that have not been resolved
through normal channels, or who believe
that an IRS system or procedure is not
working as it should. The service is free,
confidential, tailored to meet your needs,
and is available for businesses, as well as
individuals.
Cat. No. 64243J

The REIT can contact the TAS as
follows.
• Call the TAS toll-free line at
1-877-777-4778 or TTY/TDD
1-800-829-4059 to see if the REIT is
eligible for assistance.
• Call or write the REIT’s local taxpayer
advocate, whose phone number and
address are listed in the local telephone
directory and in Pub. 1546, Taxpayer
Advocate Service – Your Voice at the
IRS.
• File Form 911, Request for Taxpayer
Advocate Assistance (And Application for
Taxpayer Assistance Order), or ask an
IRS employee to complete it on the
REIT’s behalf.
For more information, go to www.irs.
gov/advocate.

How To Get Forms
and Publications
Internet. You can access the IRS
website 24 hours a day, 7 days a week, at
IRS.gov to:
• Download forms, instructions, and
publications;
• Order IRS products online;
• Research your tax questions online;
• Search publications online by topic or
keyword;
• View Internal Revenue Bulletins (IRBs)
published in recent years; and
• Sign up to receive local and national
tax news by email.
IRS Tax Products DVD. You can order
Pub. 1796, IRS Tax Products DVD, and
obtain the following.
• Current year forms, instructions, and
publications.
• Prior year forms, instructions, and
publications.
• Tax Map: an electronic research tool
and finding aid.
• Tax law frequently asked questions
(FAQs).
• Tax topics from the IRS telephone
response system.
• Internal Revenue Code – Title 26 of
the U.S. Code.
• Fill-in, print and save features for most
tax forms.
• Internal Revenue Bulletins.
• Toll-free and email technical support.
• Two releases during the year.
— The first release will ship early in
January.
— The final release will ship early in
March.
Buy the DVD from the National
Technical Information Service (NTIS) at:

www.irs.gov/cdorders for $30 (no
handling fee) or call 1-877-233-6767 toll
free to buy the DVD for $30 (plus a $6
handling fee).
By phone and in person. You can
order forms and publications by calling
1-800-TAX-FORM (1-800-829-3676). You
can also get most forms and publications
at your local IRS office.

General Instructions
Purpose of Form
Use Form 1120-REIT, U.S. Income Tax
Return for Real Estate Investment Trusts,
to report the income, gains, losses,
deductions, credits, certain penalties, and
to figure the income tax liability of a REIT.

Who Must File
A corporation, trust, or association that
meets certain conditions (discussed
below) must file Form 1120-REIT if it
elects to be treated as a REIT for the tax
year (or has made that election for a prior
tax year and the election has not been
terminated or revoked). The election is
made by figuring taxable income as a
REIT on Form 1120-REIT.

General Requirements To
Qualify as a REIT
To qualify as a REIT, an organization:
• Must be a corporation, trust, or
association.
• Must be managed by one or more
trustees or directors.
• Must have beneficial ownership (a)
evidenced by transferable shares, or by
transferable certificates of beneficial
interest; and (b) held by 100 or more
persons. (The REIT does not have to
meet this requirement until its 2nd tax
year.)
• Would otherwise be taxed as a
domestic corporation.
• Must be neither a financial institution
(referred to in section 582(c)(2)), nor a
subchapter L insurance company.
• Cannot be closely held, as defined in
section 856(h). (The REIT does not have
to meet this requirement until its 2nd tax
year.)
If a REIT meets the requirement for
ascertaining actual ownership (see
Regulations section 1.857-8 for details),
and did not know (after exercising
reasonable diligence), or have reason to
know, that it was closely held, it will be
treated as meeting the requirement that it
is not closely held.

Other Requirements
The gross income and diversification of
investment requirements of section 856(c)
must be met. The organization must:
• Have been treated as a REIT for all tax
years beginning after February 28, 1986,
or
• Had, at the end of the tax year, no
accumulated earnings and profits from
any tax year that it was not a REIT.

Where To File
File the REIT’s return at the applicable IRS address listed below.
If the REIT’s principal
And the total assets at
business, office, or agency the end of the tax year
is located in:
are:
Connecticut, Delaware,
District of Columbia, Georgia,
Illinois, Indiana, Kentucky,
Maine, Maryland,
Massachusetts, Michigan,
New Hampshire, New Jersey,
New York, North Carolina,
Ohio, Pennsylvania, Rhode
Island, South Carolina,
Tennessee, Vermont,
Virginia, West Virginia,
Wisconsin

Less than $10 million

$10 million or more

Use the following address:

Department of the Treasury
Internal Revenue Service Center
Cincinnati, OH 45999-0012

Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201-0012

Alabama, Alaska, Arizona,
Arkansas, California,
Colorado, Florida, Hawaii,
Idaho, Iowa, Kansas,
Louisiana, Minnesota,
Mississippi, Missouri,
Montana, Nebraska, Nevada,
New Mexico, North Dakota,
Oklahoma, Oregon, South
Dakota, Texas, Utah,
Washington, Wyoming

Any amount

Department of the Treasury
Internal Revenue Service Center
Ogden, UT 84201-0012

A foreign country or U.S.
possession

Any amount

Internal Revenue Service Center
P.O. Box 409101
Ogden, UT 84409

A group of corporations with members located in more than one service center area
will often keep all the books and records at the principal office of the managing
corporation. In this case, the tax returns of the corporations may be filed with the
service center for the area in which the principal office of the managing corporation is
located.
For this purpose, distributions are
treated as made from the earliest
earnings and profits accumulated in any
non-REIT tax year. See section 857(d)(3).
• The organization must adopt a
calendar tax year unless it first qualified
for REIT status before October 5, 1976.
• The deduction for dividends paid
(excluding net capital gain dividends, if
any) must equal or exceed:
1. 90% of the REIT’s taxable income
(excluding the deduction for dividends
paid and any net capital gain); plus
2. 90% of the excess of the REIT’s
net income from foreclosure property over
the tax imposed on that income by
section 857(b)(4)(A); less
3. Any excess noncash income as
determined under section 857(e).
See sections 856 and 857, and the
related regulations for details and
exceptions.

Termination of Election
The election to be treated as a REIT
remains in effect until terminated,
revoked, or the REIT has failed to meet
the requirements of the statutory relief
provisions. It terminates automatically for
any tax year in which the corporation,
trust, or association is not a qualified
REIT.

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The organization may revoke the
election for any tax year after the 1st tax
year the election is effective by filing a
statement with the service center where it
files its income tax return. The statement
must be filed on or before the 90th day
after the 1st day of the tax year for which
the revocation is to be effective. The
statement must include the following:
• The name, address, and employer
identification number of the organization;
• The tax year for which the election was
made;
• A statement that the organization
(according to section 856(g)(2)) revokes
its election under section 856(c)(1) to be
a REIT; and
• The signature of an official authorized
to sign the income tax return of the
organization.
The organization may not make a new
election to be taxed as a REIT during the
4 years following the 1st year for which
the termination or revocation is effective.
See section 856(g)(4) for exceptions.

Taxable REIT Subsidiaries
(TRS)
A REIT may own up to 100% of the stock
in one or more taxable REIT subsidiaries
(TRS). A TRS must be a corporation

(other than a REIT or a qualified REIT
subsidiary) and may provide services to
the REIT’s tenants without disqualifying
the rent received by the REIT. See
section 856(l) for details, including certain
restrictions on the type of business
activities a TRS may perform. Also, not
more than 20% of the fair market value
(FMV) of a REIT’s total assets (25% for
tax years beginning after July 30, 2008)
may be securities of one or more TRSs
(see section 856(c)(4) for details).
Transactions between a TRS and its
associated REIT must be at arm’s length.
A REIT may be subject to a 100% tax to
the extent it improperly allocates income
and deductions between the REIT and
the TRS (see section 857(b)(7) for
details). Additional limitations on
transactions between a TRS and its
associated REIT include:
• Limitations on income from a TRS that
may be treated as rents from real
property by the REIT (see section
856(d)(8)).
• Limitations on a TRS’s deduction for
interest paid to its associated REIT (see
section 163(j)).
To elect to have an eligible corporation
treated as a TRS, the corporation and the
REIT must jointly file Form 8875, Taxable
REIT Subsidiary Election.

When To File
Generally, a REIT must file its income tax
return by the 15th day of the 3rd month
after the end of its tax year. A new REIT
filing a short period return must generally
file by the 15th day of the 3rd month after
the short period ends. A REIT that has
dissolved must generally file by the 15th
day of the 3rd month after the date it
dissolved.
If the due date falls on a Saturday,
Sunday, or legal holiday, the REIT can file
on the next business day.

Private delivery services
REITs can use certain private delivery
services designated by the IRS to meet
the “timely mailing as timely filing/paying”
rule for tax returns and payments.
These private delivery services include
only the following.
• DHL Express (DHL): DHL Same Day
Service.
• Federal Express (FedEx): FedEx
Priority Overnight, FedEx Standard
Overnight, FedEx 2Day, FedEx
International Priority, and FedEx
International First.
• United Parcel Service (UPS): UPS Next
Day Air, UPS Next Day Air Saver, UPS
2nd Day Air, UPS 2nd Day Air A.M., UPS
Worldwide Express Plus, and UPS
Worldwide Express.
The private delivery service can tell
you how to get written proof of the mailing
date.
Private delivery services cannot
deliver items to P.O. boxes. You
CAUTION must use the U.S. Postal Service
to mail any item to an IRS P.O. box
address.

!

Extension of Time To File
File Form 7004, Application for Automatic
Extension of Time To File Certain
Business Income Tax, Information, and
Other Returns, to request a 6-month
extension of time to file. Generally, file
Form 7004 by the regular due date of the
REIT’s income tax return.

Who Must Sign
The return must be signed and dated by:
• The president, vice president,
treasurer, assistant treasurer, chief
accounting officer; or
• Any other corporate officer (such as a
tax officer) authorized to sign.
If a return is filed on behalf of a REIT
by a receiver, trustee, or assignee, the
fiduciary must sign the return, instead of
the corporate officer. Returns and forms
signed by a receiver or trustee in
bankruptcy on behalf of a REIT must be
accompanied by a copy of the order or
instructions of the court authorizing
signing of the return or form.
If an employee of the REIT completes
Form 1120-REIT, the paid preparer’s
space should remain blank. Anyone who
prepares Form 1120-REIT but does not
charge the REIT should not complete that
section. Generally, anyone who is paid to
prepare the return must sign it and fill in
the “Paid Preparer Use Only” section.
The paid preparer must complete the
required preparer information and:
• Sign the return in the space provided
for the preparer’s signature; and
• Give a copy of the return to the
taxpayer.
Note. A paid preparer may sign the
original or amended returns by rubber
stamp, mechanical device, or computer
software program.

Paid Preparer
Authorization
If the REIT wants to allow the IRS to
discuss its 2011 tax return with the paid
preparer who signed it, check the “Yes”
box in the signature area of the return.
This authorization applies only to the
individual whose signature appears in the
“Paid Preparer Use Only” section of the
REIT’s return. It does not apply to the
firm, if any, shown in that section.
If the “Yes” box is checked, the REIT is
authorizing the IRS to call the paid
preparer to answer any questions that
may arise during the processing of its
return. The REIT is also authorizing the
paid preparer to:
• Give the IRS any information that is
missing from the return,
• Call the IRS for information about the
processing of the return or the status of
any related refund or payment(s), and
• Respond to certain IRS notices about
math errors, offsets, and return
preparation.
The REIT is not authorizing the paid
preparer to receive any refund check,
bind the REIT to anything (including any

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additional tax liability), or otherwise
represent the corporation before the IRS.
The authorization will automatically
end no later than the due date (without
regard to extensions) for filing the REIT’s
2012 tax return. If the REIT wants to
expand the paid preparer’s authorization,
see Pub. 947, Practice Before the IRS
and Power of Attorney.

Assembling the Return
To ensure that the REIT’s tax return is
correctly processed, attach all schedules
and other forms after page 4 of Form
1120-REIT, in the following order.
1. Schedule N (Form 1120).
2. Schedule O (Form 1120).
3. Form 4626.
4. Form 4136.
5. Additional schedules in alphabetical
order.
6. Additional forms in numerical order.
Complete every applicable entry space
on Form 1120-REIT. Do not enter “See
attached” instead of completing the entry
spaces. If more space is needed on the
forms or schedules, attach separate
sheets using the same size and format as
the printed forms. If there are supporting
statements and attachments, arrange
them in the same order as the schedules
or forms they support and attach them
last. Show the totals on the printed forms.
Enter the REIT’s name and EIN on each
supporting statement or attachment.

Tax Payments
The REIT must pay the tax due in full no
later than the 15th day of the 3rd month
after the end of the tax year.

Electronic Deposit Requirement
REITs must use electronic funds transfers
to make all federal tax deposits (such as
deposits of employment, excise, and
corporate income tax). Generally,
electronic funds transfers are made using
the Electronic Federal Tax Payment
System (EFTPS). However, if the REIT
does not want to use EFTPS, it can
arrange for its tax professional, financial
institution, payroll service, or other trusted
third party to make deposits on its behalf.
Also, it may arrange for its financial
institution to initiate a same-day tax wire
payment (discussed below) on its behalf.
EFTPS is a free service provided by the
Department of the Treasury. Services
provided by a tax professional, financial
institution, payroll service, or other third
party may have a fee.
To get more information about EFTPS
or to enroll in EFTPS, visit www.eftps.gov,
or call 1-800-555-4477. Additional
information about EFTPS is also available
in Pub. 966, The Secure Way to Pay Your
Federal Taxes.
Note. Forms 8109 and 8109-B, Federal
Tax Coupon, can no longer be used to
make federal tax deposits.
Depositing on time. For deposits made
by EFTPS to be on time, the REIT must
initiate the deposit by 8 p.m. Eastern time
the day before the date the deposit is

due. If the REIT uses a third party to
make deposits on its behalf, they may
have different cutoff times.
Same-day wire payment option. If the
REIT fails to initiate a deposit transaction
on EFTPS by 8 p.m. Eastern time on the
day before the date a deposit is due, it
can still make the deposit on time by
using the Federal Tax Application (FTA).
Before using the same-day wire payment
option, the REIT will need to make
arrangements with its financial institution
ahead of time. Please check with the
financial institution regarding availability,
deadlines and costs. To learn more about
making a same-day wire payment and
download the Same-Day Payment
Worksheet, visit www.eftps.gov.

Estimated Tax Payments
Generally, the following rules apply to the
REIT’s payments of estimated tax.
• The REIT must make installment
payments of estimated tax if it expects its
total tax for the year (less applicable
credits) to be $500 or more.
• The installments are due by the 15th
day of the 4th, 6th, 9th, and 12th months
of the tax year. If any date falls on a
Saturday, Sunday, or legal holiday, the
installment is due on the next regular
business day.
• Use Form 1120-W, Estimated Tax for
Corporations, as a worksheet to compute
estimated tax.
• If the REIT overpaid its estimated tax, it
may be able to get a quick refund by filing
Form 4466, Corporation Application for
Quick Refund of Overpaid Estimated Tax.
The overpayment must be at least 10% of
the REIT’s expected income tax liability
and at least $500.
For more information, including
penalties, see the instructions for line 25,
Estimated Tax Penalty.

Interest and Penalties
Interest. Interest is charged on taxes
paid late even if an extension of time to
file is granted. Interest is also charged on
penalties imposed for failure to file,
negligence, fraud, substantial valuation
misstatements, and substantial
understatements of tax from the due date
(including extensions) to the date of
payment. The interest charge is figured at
a rate determined under section 6621.
Late filing of return. A REIT that does
not file its tax return by the due date,
including extensions, may be penalized
5% of the unpaid tax for each month or
part of a month the return is late, up to a
maximum of 25% of the unpaid tax. The
minimum penalty for a return that is over
60 days late is the smaller of the tax due
or $135. The penalty will not be imposed
if the REIT can show that the failure to file
on time was due to reasonable cause.
Late payment of tax. A REIT that does
not pay the tax when due generally may
be charged a penalty for the failure to pay
tax. The amount of the penalty is 1/2 of 1%
of the unpaid tax for each month or part of
a month the tax is not paid, up to a
maximum of 25% of the unpaid tax. The

penalty will not be imposed if the REIT
can show that the failure to pay on time
was due to reasonable cause.
Reasonable cause determinations. If
the REIT receives a notice about interest
and penalties after it files its return, send
the IRS an explanation and we will
determine if the REIT meets the
reasonable cause criteria. Do not attach
an explanation when the REIT’s return is
filed.
Trust fund recovery penalty. This
penalty may apply if certain excise,
income, social security, and Medicare
taxes that must be collected or withheld
are not collected or withheld, or these
taxes are not paid. These taxes are
generally reported on:
• Form 720, Quarterly Federal Excise
Tax Return;
• Form 941, Employer’s QUARTERLY
Federal Tax Return;
• Form 943, Employer Annual Federal
Tax Return for Agricultural Employees;
• Form 944, Employer’s ANNUAL
Federal Tax Returns; or
• Form 945, Annual Return of Withheld
Federal Income Tax.
The trust fund recovery penalty may
be imposed on all persons who are
determined by the IRS to be responsible
for collecting, accounting for, and paying
over these taxes, and who acted willfully
in not doing so. The penalty is equal to
the full amount of the unpaid trust fund
tax. See the Instructions for Form 720 or
Pub. 15 (Circular E), Employer’s Tax
Guide, for details, including the definition
of responsible persons.
Failure to ascertain ownership. If the
REIT fails to comply with Regulations
section 1.857-8 for ascertaining
ownership and maintaining factual
ownership records for a tax year, it must
pay a $25,000 penalty ($50,000 for
intentional disregard) upon notice and
demand by the IRS. If the REIT can show
that the failure was due to reasonable
cause, the penalty may not be imposed.
For more information, see section 857(f).
Failures to satisfy certain REIT
qualification provisions. If the REIT is
required to pay the $50,000 penalty under
section 856(g)(5)(C) for each failure to
satisfy a REIT qualification provision of
sections 856 – 859 (other than section
856(c)(2), 856(c)(3), or section 856(c)(4))
due to reasonable cause and not willful
neglect, see the instructions for Schedule
J, line 2f, later.
Other penalties. Other penalties can be
imposed for negligence, substantial
understatement of tax, reportable
transaction understatements, and fraud.
See sections 6662, 6662A, and 6663.

Accounting Methods
Figure taxable income using the method
of accounting regularly used in keeping
the REIT’s books and records. In all
cases, the method used must clearly
show taxable income.
Generally, permissible methods
include:
• Cash,

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• Accrual, or
• Any other method authorized by the

Internal Revenue Code.
Accrual method. Generally, a REIT
must use the accrual method of
accounting if its average annual gross
receipts exceed $5 million. See section
448(c).
Under the accrual method, an amount
is includible in income when:
1. All the events have occurred that fix
the right to receive the income, which is
the earliest of the date:
a. the required performance takes
place,
b. payment is due, or
c. payment is received, and
2. The amount can be determined
with reasonable accuracy.
See Regulations section 1.451-1(a) for
details and Pub. 538, Accounting Periods
and Methods.
Change in accounting method.
Generally, the REIT must get IRS consent
to change the method of accounting used
to report taxable income (for income as a
whole or for the treatment of any material
item). To do so, the REIT generally must
file Form 3115, Application for Change in
Accounting Method. See Form 3115 and
Pub. 538, Accounting Periods and
Methods, for more information.
There are some instances when the
REIT can obtain automatic consent from
the IRS to change to certain accounting
methods. See Rev. Proc. 2011-14,
2011-4 I.R.B. 330, as modified, or its
successor. Also see the instructions for
Form 3115.
Section 481(a) adjustment. If the
REIT’s taxable income for the current tax
year is figured under a method of
accounting different from the method
used in the preceding tax year, the REIT
may have to make an adjustment under
section 481(a) to prevent amounts of
income or expenses from being
duplicated or omitted. This is referred to
as a “section 481(a) adjustment.” The
section 481(a) adjustment period is
generally 1 year for a net negative
adjustment and 4 years for a net positive
adjustment. However, a REIT can elect to
use a 1-year adjustment period if the net
section 481(a) adjustment for the change
is less than $25,000. The REIT must
complete the appropriate lines of Form
3115 to make the election. Also, under
certain other conditions, the REIT can
modify the period for taking into account a
net positive section 481(a) adjustment.
See Rev. Proc. 2009-39 and Rev. Proc.
2011-14.
Note. Include any net positive section
481(a) adjustment on page 1, line 7.
Report any negative adjustment on page
1, line 18.

Accounting Period
A REIT must figure its taxable income on
the basis of a tax year. A tax year is the
annual accounting period a REIT uses to
keep its records and report its income and

expenses. A REIT adopts a tax year
when it files its first income tax return. It
must adopt a tax year by the due date
(not including extensions) of its initial
income tax return.
Note. A REIT must adopt a calendar
year unless it first qualified for REIT
status before October 5, 1976.
Change of tax year. A REIT may not
change its tax year to any tax year other
than the calendar year. Generally, a REIT
must receive consent from the IRS before
changing its tax year by filing Form 1128,
Application To Adopt, Change, or Retain
a Tax Year.
However, upon electing to be taxed as
a REIT, an entity that has not engaged in
any active trade or business may change
its tax year to a calendar year without
obtaining the consent.
See the Instructions for Form 1128
and Pub. 538 for more information on
accounting periods and tax years.

Rounding Off to
Whole Dollars
The REIT can round off cents to whole
dollars on its returns and schedules. If the
REIT does round to whole dollars, it must
round all amounts. To round, drop
amounts under 50 cents and increase
amounts from 50 to 99 cents to the next
dollar (for example, $1.39 becomes $1
and $2.50 becomes $3).
If two or more amounts must be added
to figure the amount to enter on a line,
include cents when adding the amounts
and round off only the total.

Recordkeeping
Keep the REIT’s records for as long as
they may be needed for the
administration of any provision of the
Internal Revenue Code. Usually, records
that support an item of income, deduction,
or credit on the return must be kept for 3
years from the date the return is due or
filed, whichever is later. Keep records that
verify the REIT’s basis in property for as
long as they are needed to figure the
basis of the original or replacement
property.
The REIT should also keep copies of
all filed returns. They help in preparing
future and amended returns and in the
calculation of earnings and profits.

Other Forms That May Be
Required
In addition to Form 1120-REIT, the REIT
may have to file some of the following
forms. Also see Pub. 542, Corporations,
for an expanded list of forms the REIT
may be required to file.
Form 926, Return by a U.S. Transferor
of Property to a Foreign Corporation, is
filed to report certain transfers to foreign
corporations under section 6038B.
Form 966, Corporate Dissolution or
Liquidation, is used to report the adoption
of a resolution or plan to dissolve the
corporation or liquidate any of its stock.

Form 976, Claim for Deficiency
Dividends Deductions by a Personal
Holding Company, Regulated Investment
Company, or a Real Estate Investment
Trust, is used to claim a deduction for
deficiency dividends. See section 860 and
the related regulations.
Forms 1042, 1042-S, and 1042-T,
Annual Withholding Tax Return for U.S.
Source Income of Foreign Persons, Form
1042-S, Foreign Person’s U.S. Source
Income Subject to Withholding, and Form
1042-T, Annual Summary and Transmittal
of Forms 1042-S. Use these forms to
report and send withheld tax on payments
or distributions made to nonresident alien
individuals, foreign partnerships, or
foreign corporations to the extent these
payments constitute gross income from
sources within the United States (see
sections 861 through 865).
Also, see sections 1441 and 1442, and
Pub. 515, Withholding of Tax on
Nonresident Aliens and Foreign Entities.
Form 1099-DIV, Dividends and
Distributions. Use this form to report
certain dividends and distributions.
Form 2438, Undistributed Capital Gains
Tax Return, must be filed by the REIT if it
designates undistributed net long-term
capital gains under section 857(b)(3)(D).
Form 2439, Notice to Shareholder of
Undistributed Long-Term Capital Gains,
must be completed and a copy given to
each shareholder for whom the REIT paid
tax on undistributed net long-term capital
gains under section 857(b)(3)(D).
Form 3520, Annual Return To Report
Transactions With Foreign Trusts and
Receipt of Certain Foreign Gifts, is
required either if the REIT received a
distribution from a foreign trust or if the
REIT was a grantor of, transferor of, or
transferor to a foreign trust that existed
during the tax year. See Question 5 of
Schedule N (Form 1120).
Form 5471, Information Return of U.S.
Persons With Respect to Certain Foreign
Corporations, is required if the REIT
controls a foreign corporation; acquires,
disposes of, or owns 10% or more in
value or vote of the outstanding stock of a
foreign corporation; or had control of a
foreign corporation for an uninterrupted
period of at least 30 days during the
annual accounting period of the foreign
corporation. See Question 4 of Schedule
N (Form 1120).
Form 5472, Information Return of a 25%
Foreign-Owned U.S. Corporation or a
Foreign Corporation Engaged in a U.S.
Trade or Business. This form is filed if the
REIT is 25% or more foreign owned. See
the instructions for Question 5, Schedule
K, later.
Form 8275, Disclosure Statement, and
Form 8275-R, Regulation Disclosure
Statement, are used to disclose items or
positions taken on a tax return that are
not otherwise adequately disclosed on a
tax return or that are contrary to Treasury
regulations (to avoid parts of the
accuracy-related penalty or certain
preparer penalties).

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Form 8300, Report of Cash Payments
Over $10,000 Received in a Trade or
Business. Use this form to report the
receipt of more than $10,000 in cash or
foreign currency in one transaction or a
series of related transactions.
Form 8612, Return of Excise Tax on
Undistributed Income of Real Estate
Investment Trusts, is filed if the REIT is
liable for the 4% excise tax on
undistributed income imposed under
section 4981.
Form 8621, Return by a Shareholder of
a Passive Foreign Investment Company
or Qualified Electing Fund. Use this form
to make certain elections by shareholders
in a passive foreign investment company
and to figure certain deferred taxes.
Form 8865, Return of U.S. Persons With
Respect To Certain Foreign Partnerships.
A REIT may have to file Form 8865 if it:
1. Controlled a foreign partnership
(i.e., owned more than a 50% direct or
indirect interest in the partnership).
2. Owned at least a 10% direct or
indirect interest in a foreign partnership
while U.S. persons controlled that
partnership.
3. Had an acquisition, disposition, or
change in proportional interest in a
foreign partnership that:
• Increased its direct interest to at
least 10% or reduced its direct interest of
at least 10% to less than 10%.
• Changed its direct interest by at
least a 10% interest.
4. Contributed property to a foreign
partnership in exchange for a partnership
interest if:
• Immediately after the contribution,
the REIT owned, directly or indirectly, at
least a 10% interest in the foreign
partnership; or
• The FMV of the property the REIT
contributed to the foreign partnership in
exchange for a partnership interest, when
added to other contributions of property
made to the foreign partnership during the
preceding 12-month period, exceeds
$100,000.
Also, the REIT may have to file Form
8865 to report certain dispositions by a
foreign partnership of property it
previously contributed to that foreign
partnership if it was a partner at the time
of the disposition. For more details,
including penalties for failing to file Form
8865, see Form 8865 and its separate
instructions.
Form 8875, Taxable REIT Subsidiary
Election, is filed jointly by a corporation
and a REIT to have the corporation
treated as a taxable REIT subsidiary.
Form 8927, Determination Under
860(e)(4) by a Qualified Investment
Entity. Use Form 8927 to make a
determination under Section 860(e)(4)
and to establish the date of determination
for purposes of making a deficiency
dividend distribution.

Statements
Reportable transaction disclosure
statement. Disclose information for each
reportable transaction in which the REIT
participated. Form 8886, Reportable
Transaction Disclosure Statement, must
be filed for each tax year that the federal
income tax liability of the REIT is affected
by its participation in the transaction. The
following are reportable transactions.
1. Any listed transaction, which is a
transaction that is the same as or
substantially similar to one of the types of
transactions that the IRS has determined
to be a tax avoidance transaction and
identified by notice, regulation, or other
published guidance as a listed
transaction.
2. Any transaction offered under
conditions of confidentiality for which the
REIT (or a related party) paid an advisor
a fee of at least $250,000.
3. Certain transactions for which the
REIT (or a related party) has contractual
protection against disallowance of the tax
benefits.
4. Certain transactions resulting in a
loss of at least $10 million in any single
year or $20 million in any combination of
years.
5. Any transaction identified by the
IRS by notice, regulation, or other
published guidance as a “transaction of
interest.” See Notice 2009-55, 2009-31
I.R.B. 170.
For more information, see Regulations
section 1.6011-4. Also see the
Instructions for Form 8886.
Penalties. The REIT may have to pay
a penalty if it is required to disclose a
reportable transaction under section 6011
and fails to properly complete and file
Form 8886. Penalties may also apply
under section 6707A if the REIT fails to
file Form 8886 with its Form 1120-REIT,
fails to provide a copy of Form 8886 to
the Office of Tax Shelter Analysis
(OTSA), or files a form that fails to include
all the information required (or includes
incorrect information). Other penalties,
such as an accuracy-related penalty
under section 6662A, may also apply.
See the Instructions for Form 8886 for
details on these and other penalties.
Reportable transactions by material
advisors. Material advisors to any
reportable transaction must disclose
certain information about the reportable
transaction by filing Form 8918, Material
Advisor Disclosure Statement, with the
IRS. For details, see the Instructions for
Form 8918.
Transfers to a corporation controlled
by the transferor. Every significant
transferor (as defined in Regulations
section 1.351-3(d)) that receives stock of
a corporation in exchange for property in
a nonrecognition event must include the
statement required by Regulations
section 1.351-3(a) on or with the
transferor’s tax to its return for the tax
year of the exchange. The transferee
corporation must include the statement
required by Regulations section

1.351-3(b) on or with its return for the tax
year of the exchange, unless all the
required information is included in any
statement(s) provided by a significant
transferor that is attached to the same
return for the same section 351
exchange. If the transferor or transferee
corporation is a controlled foreign
corporation, each U.S. shareholder
(within the meaning of section 951(b))
must include the required statement on or
with its return.
Distributions under section 355. Every
REIT that makes a distribution of stock or
securities of a controlled corporation, as
described in section 355 (or so much of
section 356 as it relates to section 355),
must include the statement required by
Regulations section 1.355-5 on or with its
return for the year of the distribution. If the
distributing corporation is a controlled
foreign corporation, each U.S.
shareholder (within the meaning of
section 951(b)), must include the
statement on or with its return.
Dual consolidated losses. If a
domestic corporation incurs a dual
consolidated loss (as defined in
Regulations section 1.1503-2(c)(5)), the
corporation (or consolidated group) may
need to attach an elective relief
agreement and/or an annual certification
as provided in Regulations section
1.1503-2(g)(2).
Election to reduce basis under section
362(e)(2)(C). The transferor may make
an election under section 362(e)(2)(C) to
limit the transferor’s basis in the stock
received instead of the transferor’s basis
in the transferred property. The transferor
may make the election by including the
certification as provided in Notice
2005-70, 2005-2 C.B. 694 on or with its
tax returns filed by the due date (including
extensions) for the tax year in which the
transaction occurred. If the transferor is a
controlled foreign corporation, its
controlling U.S. shareholder(s) can make
the election. The common parent of a
consolidated group can make the election
for the group.
If the election is made as described
above, no election need be made by the
transferee (or any controlling U.S.
shareholder thereof). Once made, the
election is irrevocable. See section
362(e)(2)(C) and Notice 2005-70.
Annual information statement for
elections under section 108(i). If the
REIT made an election in 2009 or 2010 to
defer income from cancellation of debt
(COD) in connection with the
reacquisition of an applicable debt
instrument, the REIT must attach a
statement to its return beginning with the
tax year following the tax year for which
the REIT made the election, and ending
the first tax year all income deferred has
been included in income. The statement
must be labeled “Section 108(i)
Information Statement” and must clearly
identify, for each applicable debt
instrument to which an election under
section 108(i) applies, the following.

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1. Any deferred COD income that is
included in income in the current tax year.
2. Any deferred COD income that has
been accelerated because of an event
described in section 108(i)(5)(D) and
must be included in income in the current
tax year. Include a description and the
date of the acceleration event.
3. Any deferred COD income that has
not been included in income in the current
or prior tax years.
4. Any deferred OID deduction
allowed as a deduction in the current tax
year.
5. Any deferred OID deduction that is
allowed as a deduction in the current tax
year because of an accelerated event
described in section 108(i)(5)(D).
6. Any deferred OID deduction that
has not been deducted in the current or
prior tax years.
In addition, include a copy of the
election statement the REIT filed to make
the election to defer the income. For more
information on deferring the income, see
the instructions for line 7. For more
information regarding the annual
information, see Rev. Proc. 2009-37,
2009-36 I.R.B. 309.
Other forms and statements. See Pub.
542, Corporations, for a list of other forms
and statements a corporation may need
to file in addition to the forms and
statements discussed throughout these
instructions.

Specific Instructions
Period Covered
File the 2011 return for calendar year
2011 and fiscal years that begin in 2011
and end in 2012. For a fiscal year return,
fill in the tax year in the space at the top
of the form.
Note. The 2011 Form 1120-REIT can
also be used if:
• The REIT has a tax year of less than
12 months that begins and ends in 2012;
and
• The 2012 Form 1120-REIT is not
available at the time the REIT is required
to file its return.
The REIT must show its 2012 tax year
on the 2011 Form 1120-REIT and take
into account any tax law changes that are
effective for tax years beginning after
December 31, 2011.

Name and Address
Enter the REIT’s true name (as set forth
in the charter or other legal document
creating it), address, and EIN on the
appropriate lines. Include the suite, room,
or other unit number after the street
address. Enter the address of the REIT’s
principal office or place of business. If the
Post Office does not deliver mail to the
street address and the REIT has a P.O.
box, show the box number instead.
Note. Do not use the address of the
registered agent for the state in which the
corporation is incorporated. For example,

if a business is incorporated in Delaware
or Nevada and the corporation’s principal
office is located in Little Rock, AR, the
corporation should enter the Little Rock
address.

Item F. Final Return, Name
Change, Address Change,
or Amended Return

• Income or deductions from any

If the REIT receives its mail in care of
a third party (such as an accountant or an
attorney), enter on the street address line
“C/O” followed by the third party’s name
and street address or P.O. box.

will no longer exist, check the “Final
return” box. See the instructions for
Termination of Election.
• If the REIT has changed its name since
it last filed a return, check the box for
“Name change.” Generally, a REIT also
must have amended its articles of
incorporation and filed the amendment
with the state in which it was
incorporated.
• If the REIT has changed its address
since it last filed a return (including a
change to an “in care of” address), check
the box for “Address change.”
Note. If a change in address occurs after
the return is filed, use Form 8822-B,
Change of Address-Business, to notify
the IRS of the new address.
• If the REIT is amending its return,
check the box for “Amended Return,”
complete the entire return, correct the
appropriate lines with the new
information, and refigure the REIT’s tax
liability. Attach a statement that explains
the reason for the amendments and
identifies the lines being changed on the
amended return.

Line 1. Dividends. Enter the total
amount of dividends received during the
tax year.
Line 2. Interest. Enter taxable interest
on U.S. obligations and on loans, notes,
mortgages, bonds, bank deposits,
corporate bonds, tax refunds, etc. Do not
offset interest expense against interest
income. Special rules apply to interest
income from certain below-market-rate
loans. See section 7872 for details.
Note. Report tax-exempt interest income
on Form 1120-REIT, Schedule K, item 8.
Do not include tax-exempt interest on line
2. Also, if required, include the same
amount on Schedule M-1, line 7.
Line 3. Gross rents. Include the
following:
• Charges for customary services that
may qualify as rents from real property
are described in Regulations section
1.856-4(b)(1). Services customarily
furnished to tenants of a REIT include
parking facilities. See Rev. Rul. 2004-24,
2004-10 I.R.B. 550, for guidance to
determine whether amounts received by a
REIT that provides parking facilities at its
rental real properties qualify as rents from
real property.
• Rent from personal property leased
under or with a lease of real property (but
only if the rent from the personal property
does not exceed 15% of the total rent for
the tax year charged for both the real and
personal property under such lease).
Figure the percentage of rents from
personal property by comparing the FMV
of the personal rental property to the FMV
of the total rental property. See section
856(d)(1) for details.
• Rent from a taxable REIT subsidiary
(TRS) either (a) where at least 90% of the
space at issue is leased to third parties at
rents comparable to the rent paid by the
other tenants of the REIT for comparable
space; or (b) for certain lodging facilities
or health care property operated by an
eligible independent contractor. For more
information, including definitions and
additional requirements, see sections
856(d)(8) and 856(d)(9). Also, see Rev.
Proc. 2003-66, 2003-33 I.R.B. 364 for the
special rules on rents paid to a REIT by
certain joint ventures that include a TRS.
See section 856(d)(2) for amounts
excluded from “rents from real property.”
Line 4. Other gross rents. Enter the
gross amount received for renting
property not included on line 3.
Line 5. Capital gain net income. Every
sale or exchange of a capital asset must
be reported in detail on Schedule D (Form
1120), Capital Gains and Losses, even if
there is no gain or loss.
Line 7. Other income. Enter any other
taxable income not reported on lines 1
through 6, except amounts that must be
reported in Part II or IV. List the type and
amount of income on an attached

Item B. 100%-owned
Subsidiaries and Personal
Holding Companies
REITs with 100%-owned
Subsidiaries
Check this box if this return is filed for a
REIT with 100%-owned REIT subsidiaries
under section 856(i). These subsidiaries
are not treated as separate corporations.
Do not check this box for a taxable
REIT subsidiary. See the instructions for
Taxable REIT Subsidiaries.

Personal Holding Companies
Personal holding companies must attach
to Form 1120-REIT a Schedule PH (Form
1120), U.S. Personal Holding Company
(PHC) Tax. See the Instructions for
Schedule PH (Form 1120) for details.

Item C. Employer
Identification Number (EIN)
Enter the REIT’s EIN. If the REIT does
not have an EIN, it must apply for one. An
EIN may be applied for:
• Online — Click on the EIN link at www.
irs.gov/businesses/small. The EIN is
issued immediately once the application
information is validated.
• By telephone at 1-800-829-4933.
• By faxing or mailing Form SS-4,
Application for Employer Identification
Number.
If the REIT has not received its EIN by
the time the return is due, enter “Applied
for” in the space for the EIN. For more
details, see the Instructions for Form
SS-4.
Note. Only REITs located in the United
States or U.S. possessions can use the
online application process.

Item D. Date REIT
Established
If the REIT is a corporation under state or
local law, enter the date incorporated. If it
is a trust or association, enter the date
organized.

Item E. Total Assets
Enter the REIT’s total assets (as
determined by the accounting method
regularly used in keeping its books and
records) at the end of the tax year. If
there are no assets at the end of the tax
year, enter -0-.

• If this is the REIT’s final return, and it

Item G. Type of REIT
Check the appropriate box to indicate
whether you are filing a return for a
“Mortgage REIT” or an “Equity REIT.” If
the primary source of gross receipts is
derived from mortgage interest and fees,
check the “Mortgage” box. Otherwise,
check the “Equity” box.

Item H. PBA Code (Equity
REITs Only)
Enter only one code that best reflects the
principal business activity of an equity
REIT from the selection below:
• 531110 – Lessors of Residential
Buildings & Dwellings
• 531114 – Cooperative Housing
• 531120 – Lessors of Nonresidential
Buildings (except Miniwarehouses)
• 531130 – Lessors of Miniwarehouses &
Self-Storage Units
• 531190 – Lessors of Other Real Estate
Property

Part I—Real Estate
Investment Trust Taxable
Income
Include in Part I the REIT’s share of gross
income from partnerships in which the
REIT is a partner, and the deductions
attributable to the gross income items.
See Regulations section 1.856-3(g).
Real estate investment trust taxable
income does not include the following:
• Gross income, gains, losses, and
deductions from foreclosure property
(defined in section 856(e)). If the
aggregate of such amounts results in net
income, report these amounts in Part II.

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prohibited transaction (defined in section
857(b)(6)) resulting in a gain. Report
these amounts in Part IV.

Income

schedule. If the REIT has only one item of
other income, describe it in parentheses
on line 7. Examples of other income to
report on line 7 are:
• Amounts received or accrued as
consideration for entering into
agreements to make real property loans
or to purchase or lease real property.
• Recoveries of bad debts deducted in
prior years under the specific charge-off
method.
• Refunds of taxes deducted in prior
years if they reduced income subject to
tax in the year deducted (see section
111). Do not offset current year taxes
against tax refunds.
• Any deduction previously taken under
section 179A that is subject to recapture.
The REIT must recapture the benefit of
any allowable deduction for clean-fuel
vehicle property (or clean-fuel vehicle
refueling property), if the property later
ceases to qualify. See Regulations
section 1.179A-1 for details.
• Ordinary income from trade or business
activities of a partnership (from Schedule
K-1 (Form 1065 or 1065-B)). Do not offset
ordinary losses against ordinary income.
Instead, include the losses on line 18 of
Form 1120-REIT. Show the partnership’s
name, address, and EIN on a separate
statement attached to this return. If the
amount entered is from more than one
partnership, identify the amount from
each partnership.
• Income from discharge of indebtedness
for the repurchase of a debt instrument
for less than its adjusted issue price.
However, for a reacquisition of an
applicable debt instrument in 2009 and
2010, a REIT can elect, under section
108(i), to defer the income from discharge
of indebtedness in connection with the
election. If the REIT makes the election,
the income is deferred and ratably
included in income over the 5-year period
beginning with:
1. For a reacquisition occurring in
2009, the 5th tax year following the tax
year in which the reacquisition occurs,
and
2. For a reacquisition occurring in
2010, the 4th tax year following the tax
year in which the reacquisition occurs.
Once made, the election is irrevocable
and the exclusions for COD income under
sections 108(a)(1)(A), (B), (C), and (D) do
not apply for the tax year of the election
or any later tax year. See Annual
information statement for elections made
under section 108(i), earlier, for details
regarding the annual information
statement that is required. For more
information, see section 108(i) and Rev.
Proc. 2009-37.
If the REIT is a direct or indirect
partner in a partnership other special
rules apply. See Temporary Regulations
section 1.108(i)-2T.
• The REIT’s share of the following
income from Form 8621, Information
Return by a Shareholder of a Passive
Foreign Investment Company or Qualified
Electing Fund.

1. Ordinary earnings of a qualified
electing fund (QEF)(from Part II, line 1c).
2. Gain or loss from marking passive
foreign investment company income
(PFIC) stock to market (from Part III, line
5c or 7).
3. Gain or loss from sale or other
disposition of Section 1296 stock (from
Part III, line 8c or 9b).
4. Excess distributions from a section
1291 fund (from Part IV, line 11b).
See the Instructions for Form 8621.

Deductions
Limitations on Deductions
Section 263A uniform capitalization
rules. The uniform capitalization rules of
section 263A generally require REITs to
capitalize certain costs directly or
indirectly (including taxes) allocable to
real or tangible personal property
constructed or improved by the REIT.
For more details on the uniform
capitalization rules, see Regulations
sections 1.263A-1 through 1.263A-3. See
Regulations section 1.263A-4 for rules for
property produced in a farming business.
Transactions between related
taxpayers. Generally, an accrual basis
taxpayer may only deduct business
expenses and interest owed to a related
party in the year the payment is included
in the income of the related party. See
sections 163(e)(3), 163(j), and 267 for
limitations on deductions for unpaid
interest and expenses.
Also see the Instructions for Form
8926, Disqualified Corporate Interest
Expense Disallowed Under Section 163(j)
and Related Information, with respect to
section 163(j).
Golden parachute payments. A portion
of the payments made by a REIT to key
personnel that exceeds their usual
compensation may not be deductible.
This occurs when the REIT has an
agreement (golden parachute) with these
key employees to pay them these
excessive amounts if control of the REIT
changes. See section 280G and
Regulations section 1.280G-1. Also see
the instructions for line 9.
Business start-up and organizational
costs. A REIT can elect to deduct up to
$5,000 of business start-up and up to
$5,000 of organizational costs paid or
incurred after October 22, 2004. Any
remaining cost must be amortized. The
$5,000 deduction is reduced (but not
below zero) by the amount the total costs
exceed $50,000. If the total costs are
$55,000 or more, the deduction is
reduced to zero. See sections 195(b) and
248(a).
Time for making an election. The
REIT generally elects to deduct start-up
or organizational costs by claiming the
deduction on its income tax return filed by
the due date (including extensions) for the
tax year in which the active trade or
business begins. However, for start-up or
organizational costs paid or incurred
before September 9, 2008, the REIT may

-8-

be required to attach a statement to its
return to elect to deduct such costs.
If the REIT timely filed its return for the
year without making an election, it can
still make an election by filing an
amended return within 6 months of the
due date of the return (excluding
extensions). Clearly indicate the election
on the amended return and write “Filed
pursuant to section 301.9100-2” at the top
of the amended return. File the amended
return at the same address the REIT filed
its original return. The election applies
when figuring taxable income for the
current tax year and all subsequent years.
Note. The REIT can choose to forego
the elections above by clearly electing to
capitalize its start-up or organizational
costs on an income tax return filed by the
due date (including extensions) for the tax
year in which the active trade or business
begins.
Report the deductible amount of such
costs and any amortization on line 18. For
amortization that begins during the 2011
tax year, complete and attach Form 4562.
For more details on business start-up
and organizational costs, see Pub. 535,
Business Expenses.
Passive activity limitations. Limitations
on passive activity losses and credits (for
the first tax year as a REIT) under section
469 apply to REITs that are closely held
(as defined in section 856(h)). REITs
subject to the passive activity limitations
must complete Form 8810 to compute
their allowable passive activity loss and
credit. Before completing Form 8810, see
Temporary Regulations section 1.163-8T,
for rules on allocating interest expense
among activities.
Reducing certain expenses for which
credits are allowable. For each credit
listed below, the REIT must reduce the
otherwise allowable deductions for
expenses used to figure the credit by the
amount of the current year credit. Do not
reduce the amount of the allowable
deduction for any portion of the credit that
was passed through to the REIT from a
pass-through entity on Schedule K-1.
• Employment credits. See the
instructions for line 10.
• Disabled access credit.
• Employer credit for social security and
Medicare taxes paid on certain employee
tips.
• Credit for small employer pension plan
start-up costs.
• Credit for employer-provided childcare
facilities and services.
If the REIT is eligible to claim any of
these credits, figure each current year
credit before figuring the deduction for
expenses on which the credit is based. If
the REIT capitalized any costs on which it
figured the credit, reduce the amount
capitalized by the credit attributable to
these costs.
See the instructions for the form used
to figure the applicable credit.
Line 9. Compensation of officers. Do
not include compensation deductible
elsewhere on the return, such as elective

contributions to a section 401(k) cash or
deferred arrangement, or amounts
contributed under a salary reduction SEP
agreement or a SIMPLE IRA plan.
Disallowance of deduction for
employee compensation in excess of
$1 million. Publicly held REITs cannot
deduct compensation to a “covered
employee” to the extent that the
compensation exceeds $1 million.
Generally, a covered employee is:
• The principal executive officer of the
REIT (or an individual acting in that
capacity) as of the end of the tax year; or
• An employee whose total
compensation must be reported to
shareholders under the Securities
Exchange Act of 1934 because the
employee is among the three highest
compensated officers for that tax year
(other than the principal executive officer).
For this purpose, compensation does
not include the following:
• Income from certain employee trusts,
annuity plans, or pensions and
• Any benefit paid to an employee that is
excluded from the employee’s income.
The deduction limit does not apply to:

• Commissions based on individual

performance,
• Qualified performance-based
compensation, and
• Income payable under a written,
binding contract in effect on February 17,
1993.
The $1-million limit is reduced by
amounts disallowed as excess parachute
payments under section 280G. See
section 162(m) and Regulations section
1.162-27. Also, see Notice 2007-49,
2007-25 I.R.B. 1429.
Line 10. Salaries and wages. Enter the
total salaries and wages paid for the tax
year, reduced by the amount claimed on:
• Form 5884, Work Opportunity Credit;
• Form 8844, Empowerment Zone and
Renewal Community Employment Credit;
• Form 8845, Indian Employment Credit;
and
• Form 8932, Credit for Employer
Differential Wage Payments.
See the instructions for these forms for
more information. Do not include salaries
and wages deductible elsewhere on the
return, such as amounts included in
officer’s compensation, elective
contributions to a section 401(k) cash or
deferred arrangement, or amounts
contributed under a salary reduction SEP
agreement or a SIMPLE IRA plan.
If the REIT provided taxable fringe
benefits to its employees, such as
CAUTION personal use of a car, do not
deduct as wages the amounts allocated
for depreciation and other expenses
claimed on lines 16 and 18.
Line 11. Repairs and maintenance.
Enter the cost of incidental repairs and
maintenance, such as labor and supplies,
that do not add to the value of the
property or appreciably prolong its life.
New buildings, machinery, or permanent
improvements that increase the value of

!

the property are not deductible. They
must be depreciated or amortized.
Line 12. Bad debts. Enter the total
debts that became worthless in whole or
in part during the tax year. A cash basis
taxpayer may not claim a bad debt
deduction unless the amount was
previously included in income.
Line 13. Rents. If the REIT rented or
leased a vehicle, enter the total annual
rent or lease expense paid or incurred
during the year. Also complete Part V of
Form 4562, Depreciation and
Amortization. If the REIT leased a vehicle
for a term of 30 days or more, the
deduction for the vehicle lease expense
may have to be reduced by an amount
called the inclusion amount.
The REIT may have an inclusion
amount if:

The lease term began:

And the
vehicle’s
FMV on
the first
day of
the lease
exceeded:

After 12/31/07 but before 1/1/12 . . $18,500
After 12/31/06 but before 1/1/08 . . $15,500
After 12/31/04 but before 1/1/07 . . $15,200
After 12/31/03 but before 1/1/05 . . $17,500

If the lease term began before January 1, 2004, see
Pub. 463, Travel, Entertainment, Gift, and Car
Expenses, to find out if the corporation has an
inclusion amount. The inclusion amount for lease
terms beginning in 2012 will be published in the
Internal Revenue Bulletin in early 2012.

See Pub. 463 for instructions on
figuring the inclusion amount.
Line 14. Taxes and licenses. Enter
taxes paid or incurred during the tax year,
but do not include the following:
• Federal income taxes (except for the
tax imposed on net recognized built-in
gain allocable to ordinary income).
• Foreign or U.S. possession income
taxes if a tax credit is claimed (however,
see the Instructions for Form 5735 for
special rules for possession income
taxes).
• Taxes not imposed on the REIT.
• Taxes, including state or local sales
taxes, that are paid or incurred in
connection with an acquisition or
disposition of property (these taxes must
be treated as a part of the cost of the
acquired property or, in the case of a
disposition, as a reduction in the amount
realized on the disposition).
• Taxes assessed against local benefits
that increase the value of the property
assessed (such as for paving, etc.).
• Taxes deducted elsewhere on the
return.
• Excise taxes imposed under section
4981 on undistributed REIT income.
See section 164(d) for information on
apportionment of taxes on real property
between seller and purchaser.

-9-

Line 15. Interest.

!

Interest expense cannot be used
to offset interest income.

CAUTION

The deduction for interest is limited
when the REIT is a policyholder or
beneficiary with respect to a life
insurance, endowment, or annuity
contract issued after June 8, 1997. For
details, see section 264(f). Attach a
statement showing the computation of the
deduction.
The REIT must make an interest
allocation if the proceeds of a loan were
used for more than one purpose. For
example, the loan proceeds were used to
purchase a financial investment and
acquire an interest in a passive activity.
See Temporary Regulations section
1.163-8T for the interest allocation rules.
The following interest is not deductible:
• Interest on indebtedness incurred or
continued to purchase or carry obligations
if the interest is wholly exempt from
income tax. See section 265(b) for special
rules and exceptions for financial
institutions. Also see section 265(b)(7) for
a temporary de minimis safe-harbor
exception for certain financial institutions
for tax-exempt bonds issued in 2010 and
2011.
• For cash basis taxpayers, prepaid
interest allocable to years following the
current tax year (for example, a cash
basis calendar year taxpayer who in 2011
prepaid interest allocable to any period
after 2011 can deduct only the amount
allocable to 2011).
• Interest and carrying charges on
straddles. Generally, these amounts must
be capitalized. See section 263(g).
• Interest paid or incurred on any portion
of an underpayment of tax that is
attributable to an understatement arising
from an undisclosed listed transaction or
an undisclosed reportable avoidance
transaction (other than a listed
transaction) entered into in tax years
beginning after October 22, 2004.
Special rules apply to:
• Disqualified interest on certain
indebtedness under section 163(j). See
Form 8926, Disqualified Corporate
Interest Expense Disallowed Under
Section 163(j) and Related Information,
and the related Instructions.
• Interest on which no tax is imposed
(see section 163(j));
• Foregone interest on certain
below-market-rate loans (see section
7872); and
• Original issue discount (OID) on certain
high-yield discount obligations. See
section 163(e)(5) to determine the
amount of the deduction for OID that is
deferred and the amount that is
disallowed on a high-yield discount
obligation. The rules under section
163(e)(5) do not apply to certain
high-yield discount obligations issued
after August 31, 2008 and before January
1, 2011. See section 163(e)(5)(F). Also,
see Notice 2010-11, 2010-4 I.R.B. 326.
• Section 108(i) OID deduction. If the
REIT issued a debt instrument with

original issue discount (OID) that is
subject to section 108(i)(2) because of an
election to defer income from the
cancellation of debt (COD), the deduction
for this OID is deferred until the COD is
includible in income. The accrued OID is
allowed as a deduction ratably over the
5-year period the COD is includible in
income. The deduction is limited to the
amount of COD subject to the section
108(i) election. An annual information
statement (discussed earlier) is required if
an election under section 108(i) is made.
See section 108(i)(5)(D) regarding any
deferred COD deduction that is allowed
as a deduction in the current year
because of an accelerated event.
Line 16. Depreciation. Include on line
16 depreciation and the cost of certain
property that the REIT elected to expense
under section 179. See Form 4562 and
the related instructions to figure the
amount to enter on this line.
Line 18. Other deductions.
Penalties or fines paid to any
government agency or
CAUTION instrumentality because of a
violation of a law are not deductible. See
Pub. 535, Business Expenses, for
additional information.

!

Attach a schedule, listing by type and
amount, all allowable deductions that are
not deductible elsewhere on the return.
Enter the total on line 18. Include
amortization and organization expenses.
Generally, a deduction may not be taken
for any amount that is allocable to a class
of exempt income. See section 265(b) for
exceptions.
Examples of other deductions include:

• Amortization (see Form 4562).
• Certain business start-up and

organizational costs that the REIT elects
to deduct.
• Depletion. Attach Form T (Timber),
Forest Activities Schedule, if a deduction
for depletion of timber is taken.
• Reforestation costs. The REIT can
elect to deduct up to $10,000 of qualified
reforestation expenses, for each
qualifying timber property. The REIT can
elect to amortize over 84 months any
amount not deducted.
• Insurance premiums.
• Legal and professional fees.
• Supplies used and consumed in the
business.
• Utilities.
• Ordinary losses from trade or business
activities of a partnership (from Schedule
K-1 (Form 1065 or 1065-B)). Do not offset
ordinary income against ordinary losses.
Instead, include the income on line 7.
Show the partnership’s name, address,
and EIN on a separate statement
attached to this return. If the amount is
from more than one partnership, identify
the amount from each partnership.
• Deduction for certain energy efficient
commercial building property placed in
service during the year. See section
179D, Notice 2008-40, 2008-14 I.R.B.
725, and Notice 2006-52, 2006-26 I.R.B.
1175.

Charitable contributions. Enter
contributions or gifts actually paid within
the tax year to or for the use of charitable
and governmental organizations
described in section 170(c) and any
unused contributions carried over from
prior years. Special rules and limits apply
to contributions to organizations
conducting lobbying activities. See
section 170(f)(9).
REITs reporting taxable income on the
accrual method may elect to treat as paid
during the tax year any deductible
contributions paid by the 15th day of the
3rd month after the end of the tax year if
the contributions were authorized by the
board of directors during the tax year.
Attach a declaration to the return stating
that the resolution authorizing the
contributions was adopted by the board of
directors during the tax year. The
declaration must include the date the
resolution was adopted. See Regulations
section 1.170A-11.
Limitation on deduction. The total
amount claimed may not be more than
10% of taxable income (the sum of Part I,
line 22; Part II, line 5; Part IV, line 3; and
Form 2438, line 11) computed without
regard to the following:
• Any deduction for contributions.
• The domestic production activities
deduction under section 199.
• The limitation under section 249 on the
deduction for bond premium.
• Any net operating loss (NOL) carryback
to the tax year under section 172.
• Any capital loss carryback to the tax
year under section 1212(a)(1).
Carryover. Charitable contributions
that exceed the 10% limitation cannot be
deducted for the tax year but may be
carried over to the next 5 tax years.
Special rules apply if the REIT has an
NOL carryover to the tax year. In figuring
the charitable contributions deduction for
the tax year, the 10% limit is applied
using the taxable income after taking into
account any deduction for the NOL.
To figure the amount of any remaining
NOL carryover to later years, taxable
income must be modified (see section
172(b)). To the extent that contributions
are used to reduce taxable income for this
purpose and increase an NOL carryover,
a contributions carryover is not allowed.
See section 170(d)(2)(B).
Cash contributions. For
contributions of cash, check, or other
monetary gifts (regardless of the amount),
the REIT must maintain a bank record, or
a receipt, letter, or other written
communication from the donee
organization indicating the name of the
organization, the date of the contribution,
and the amount of the contribution.
Contributions of $250 or more. A
REIT can deduct a contribution of $250 or
more only if the REIT receives a written
acknowledgment from the donee
organization that shows the amount of
cash contributed, describes any property
contributed (but not its value), and gives a
description and a good faith estimate of
the value of any goods or services

-10-

provided in return for the contribution or
states that no goods or services were
provided in return for the contribution. The
acknowledgment must be obtained by the
due date (including extensions) of the
REIT’s return, or, if earlier, the date the
return is filed. Do not attach the
acknowledgment to the tax return, but
keep it with the REIT’s records. These
rules apply in addition to the filing
requirements for Form 8283, Noncash
Charitable Contributions.
Special rules and limits apply to:
• Contributions to organizations
conducting lobbying activities. See
section 170(f)(9).
• Contributions of property other than
cash. See Form 8283.
• Contributions of computer technology
and equipment for educational purposes.
See section 170(e)(6).
For more information on charitable
contributions, including substantiation and
recordkeeping requirements, see section
170 and the related regulations and Pub.
526, Charitable Contributions. For special
rules that apply to corporations, see Pub.
542.
Pension, profit-sharing, etc., plans.
Include the deduction for contributions to
qualified pension, profit-sharing, or other
funded deferred compensation plans.
Employers who maintain such a plan
generally must file one of the forms listed
below unless exempt from filing under
regulations or other applicable guidance,
even if the plan is not a qualified plan
under the Internal Revenue Code. The
filing requirement applies even if the REIT
does not claim a deduction for the current
tax year. There are penalties for failure to
file these forms on time and for
overstating the pension plan deduction.
See sections 6652(e) and 6662(f). Also
see the instructions for the applicable
forms.
Form 5500, Annual Return/Report of
Employee Benefit Plan.
Form 5500-SF, Short Form Annual
Return/Report of Small Employee Benefit
Plan, instead of Form 5500, generally if
under 100 participants at the beginning of
the plan year.
Note. Form 5500 and Form 5500-SF
must be filed electronically under the
computerized ERISA Filing Acceptance
System (EFAST2). For more information,
see the EFAST2 website at www.efast.
dol.gov.
Form 5500-EZ, Annual Return of
One-Participant (Owners and Their
Spouses) Retirement Plan. File this form
for a plan that only covers the owner (or
the owner and his or her spouse) but only
if the owner (or the owner and his or her
spouse) owns the entire business.
Travel, meals, and entertainment.
Subject to limitations and restrictions
discussed below, a REIT can deduct
ordinary and necessary travel, meals, and
entertainment expenses paid or incurred
in its trade or business. Also, special rules
apply to deductions for gifts, skybox
rentals, luxury water travel, convention

expenses, and entertainment tickets. See
section 274 and Pub. 463 for more
details.
Travel. A REIT cannot deduct travel
expenses of any individual accompanying
a corporate officer or employee, including
a spouse or dependent of the officer or
employee, unless:
• That individual is an employee of the
REIT, and
• His or her travel is for a bona fide
business purpose and would otherwise be
deductible by that individual.
Meals and entertainment. Generally,
the REIT can deduct only 50% of the
amount otherwise allowable for meals
and entertainment expenses paid or
incurred in its trade or business. In
addition (subject to exceptions under
section 274(k)(2)):
• Meals must not be lavish or
extravagant;
• A bona fide business discussion must
occur during, immediately before, or
immediately after the meal; and
• An employee of the REIT must be
present at the meal.
See section 274(n)(3) for a special rule
that applies to expenses for meals
consumed by individuals subject to the
hours of service limits of the Department
of Transportation.
Membership dues. The REIT can
deduct amounts paid or incurred for
membership dues in civic or public
service organizations, professional
organizations (such as bar and medical
associations), business leagues, trade
associations, chambers of commerce,
boards of trade, and real estate boards.
However, no deduction is allowed if a
principal purpose of the organization is to
entertain, or provide entertainment
facilities for, members or their guests. In
addition, a REIT cannot deduct
membership dues in any club organized
for business, pleasure, recreation, or
other social purpose. This includes
country clubs, golf and athletic clubs,
airline and hotel clubs, and clubs
operated to provide meals under
conditions favorable to business
discussion.
Entertainment facilities. The REIT
cannot deduct an expense paid or
incurred for a facility (such as a yacht or
hunting lodge) used for an activity usually
considered entertainment, amusement, or
recreation.
Amounts treated as compensation.
Generally, the REIT may be able to
deduct otherwise nondeductible meals,
travel, and entertainment expenses if the
amounts are treated as compensation to
the recipient and reported on Form W-2
for an employee or on Form 1099-MISC
for an independent contractor.
However, if the recipient is an officer,
director, or beneficial owner (directly or
indirectly) of more than 10% of any class
of stock, the deduction for otherwise
nondeductible meals, travel, and
entertainment expenses is limited to the
amount treated as compensation. See

section 274(e)(2) and Notice 2005-45,
2005-24 I.R.B. 1228.
Lobbying expenses. Generally,
lobbying expenses are not deductible.
These expenses include:
• Amounts paid or incurred in connection
with influencing federal or state legislation
(but not local legislation); or
• Amounts paid or incurred in connection
with any communication with certain
federal executive branch officials in an
attempt to influence the official actions or
positions of the officials. See Regulations
section 1.162-29 for the definition of
“influencing legislation.”
Dues and other similar amounts paid
to certain tax-exempt organizations may
not be deductible. See section 162(e)(3).
If certain in-house lobbying expenditures
do not exceed $2,000, they are
deductible. For information on
contributions to charitable organizations
that conduct lobbying activities, see
section 170(f)(9).
For more information on other
deductions that may apply to
corporations, see Pub. 535.
Line 20. Taxable income before NOL
deduction, total deduction for
dividends paid, and section
857(b)(2)(E) deduction.
Generally, special at-risk rules under
section 465 apply to closely held
corporations engaged in any activity as a
trade or business or for the production of
income. Those REITs that are closely
held may have to adjust the amount on
line 20.
The at-risk rules do not apply to:
• Holding real property placed in service
by the taxpayer before 1987;
• Equipment leasing under sections
465(c)(4), (5), and (6); or
• Any qualifying business of a qualified
REIT under section 465(c)(7).
However, the at-risk rules do apply to
the holding of mineral property.
If the at-risk rules apply, adjust the
amount on this line for any section 465(d)
losses. These losses are limited to the
amount for which the REIT is at risk for
each separate activity at the close of the
tax year. If the REIT is involved in one or
more activities, any of which incurs a loss
for the year, report the losses for each
activity separately. Attach Form 6198,
At-Risk Limitations, showing the amount
at risk and gross income and deductions
for the activities with the losses.
If the REIT sells or otherwise disposes
of an asset or its interest (either total or
partial) in an activity to which the at-risk
rules apply, determine the net profit or
loss from the activity by combining the
gain or loss on the sale or disposition with
the profit or loss from the activity. If the
REIT has a net loss, it may be limited
because of the at-risk rules.
Treat any loss from an activity not
allowed for the tax year as a deduction
allocable to the activity in the next tax
year.
Line 21a. Net operating loss deduction.
A REIT can use the net operating loss

-11-

(NOL) incurred in one tax year to reduce
its taxable income in another tax year.
Generally, a REIT may carry an NOL
over to each of the 20 years (15 years for
NOLs incurred in tax years beginning
before August 6, 1997) following the year
of loss. REITs are not permitted to carry
back an NOL to any year preceding the
year of the loss. In addition, an NOL from
a year that is not a REIT year may not be
carried back to any year that is a REIT
year.
Enter the total NOL carryovers from
other tax years, but do not enter more
than the REIT’s taxable income. The
REIT’s taxable income for purposes of the
NOL deduction is taxable income (line 20)
reduced by the dividends paid deduction
(line 21b) and the section 857(b)(2)(E)
deduction (line 21c). If this amount is less
than zero, an NOL deduction cannot be
taken for the tax year. Attach a schedule
showing the computation of the NOL
deduction. Also complete item 9 on
Schedule K.
If capital gain dividends are paid
during any tax year, the amount of the net
capital gain for such tax year (to the
extent of the capital gain dividends) is
excluded in determining:
1. The NOL for the tax year; and
2. The amount of the NOL of any prior
tax year that may be carried over to any
succeeding tax year.
Carryover rules. The NOL for the
current year is computed using the REIT’s
taxable income before it is reduced by the
dividends paid deduction. After the REIT
applies the NOL to the first tax year to
which it may be carried, the taxable
income of that year must be modified (as
described by section 172(b) and the
modified rules for REITs in section
172(d)(6)) to determine how much of the
remaining loss may be carried to other
years. Although the current year NOL is
computed without regard to the dividends
paid deduction, an NOL carryover from a
prior year is applied to the current year
using taxable income after it is reduced
by the dividends paid deduction. The NOL
amounts carried forward by the REIT are
not reduced by subsequent year
dividends paid deductions. See Example
1 in Regulations section 1.172-5(a)(4).
Special NOL rules apply when:
• An ownership change (described in
section 382(g)) occurs, the amount of the
taxable income of a loss REIT that may
be offset by the pre-change NOL
carryovers is limited (see section 382 and
the related regulations). A loss REIT must
file an information statement with its
income tax return for each tax year that
certain ownership shifts occur (see
Temporary Regulations section
1.382-2T(a)(2)(ii) for details). See
Regulations section 1.382-6(b) for details
on how to make the closing-of-the-books
election.
• A REIT acquires control of another
REIT (or acquires its assets in a
reorganization), the amount of
pre-acquisition losses that may offset

recognized built-in gains is limited (see
section 384).

Tax and Payments
Line 24b. Estimated tax payments.
Enter any estimated tax payments the
REIT made for the tax year.
Line 24f(1). Enter the credit (from Form
2439) for the REIT’s share of the tax paid
by a regulated investment company (RIC)
or another REIT on undistributed
long-term capital gains included in the
REIT’s income. Attach Form 2439 to
Form 1120-REIT.
Line 24f(2). Enter the credit from Form
4136, Credit for Federal Tax Paid on
Fuels, if the REIT qualifies to claim this
credit. Attach Form 4136 to Form
1120-REIT.
Line 24g. Refundable Credits From
Forms 3800 and 8827. If the REIT
elected to claim certain unused research
or minimum tax credits instead of claiming
any additional first-year special
depreciation allowance for eligible
property, see the instructions for Forms
3800 and 8827. Enter on line 24g the
amounts from line 17c of Form 3800 and
line 8c of Form 8827, if applicable. See
the instructions for these forms for more
information.
The REIT must use the refundable
credits from Forms 3800 and 8827
CAUTION to reduce any built-in gains tax
derived from property that it owned when
it was a C corporation, before the credits
can be used to reduce the REIT’s income
tax. See the instructions for line h of the
Built-in Gains Tax Worksheet Instructions
later.
Line 24h. Add the amounts on lines 24d
through 24g and enter the total on line
24h.
Backup withholding. If the REIT had
income tax withheld from any payments it
received because, for example, it failed to
give the payer its correct EIN, include the
amount withheld in the total for line 24h.
Enter the amount withheld and the words
“Backup Withholding.” in the blank space
above line 24h.
Line 25. Estimated tax penalty. A REIT
that does not make estimated tax
payments when due may be subject to an
underpayment penalty for the period of
underpayment. Generally, a REIT is
subject to the penalty if its tax liability is
$500 or more and it did not timely pay the
smaller of:
• Its alternative minimum tax minus the
credit for federal tax paid on fuels for
2011 as shown on the return or
• Its prior year’s tax (computed in the
same manner). See section 6655 for
details and exceptions, including special
rules for large corporations.
Use Form 2220, Underpayment of
Estimated Tax by Corporations, to
determine whether the REIT owes a
penalty and to figure the amount of the
penalty. Generally, the REIT does not
have to file this form because the IRS can
figure the amount of any penalty and bill
the REIT for it. However, even if it does

!

not owe the penalty, the REIT must
complete and attach Form 2220 if the
annualized income or adjusted seasonal
installment method is used, or the REIT is
a large corporation computing its first
required installment based on the prior
year’s tax. See the Instructions for Form
2220 for the definition of a “large
corporation.”
If Form 2220 is attached, check the
box on this line and enter the amount of
any penalty.

• Depreciation on foreclosure property;
• Interest paid or accrued on debt of the

Complete Part II only if the gross income,
gains, losses, and deductions from
foreclosure property (defined in section
856(e)) result in net income. If an overall
net loss results, report the gross income,
gains, losses, and deductions from
foreclosure property on the appropriate
lines of Part I.
Property may be treated as foreclosure
property only if it meets the requirements
of section 856(e) and the REIT elects to
treat the property as foreclosure property
in the year it was acquired. The property
continues to be foreclosure property until
the close of the 3rd tax year following the
tax year in which the REIT acquired it. For
more information, see section 856(e).
However, if the foreclosure property is
qualified health care property, it will cease
to be foreclosure property as of the close
of the 2nd year following the tax year the
REIT acquired it (although the REIT may
request one or more extensions to this
2-year grace period not to extend beyond
the 6th year). See section 856(e)(6) for
details.
This election must be made by the
due date for filing Form 1120-REIT
(including extensions). To make the
election, attach a statement that:
• Indicates that the election under
section 856(e) is being made;
• Identifies the property to which the
election applies;
• Includes the name, address, and EIN of
the REIT, the date the property was
acquired, and a brief description of how
the property was acquired (including the
name of the person from whom the
property was acquired); and
• Gives a description of the lease or debt
with respect to which default occurred or
was imminent.
The REIT can revoke the election by
filing a revocation on or before the due
date (including extensions) for filing Form
1120-REIT. See section 856(e) for more
details.
Line 2. Gross income from foreclosure
property. Do not include income that
qualifies under the REIT’s 75% gross
income test under section 856(c)(3)(A),
(B), (C), (D), (E), or (G). These amounts
must be reported in Part I.
Line 4. Deductions. Deduct only those
expenses that have a proximate and
primary relationship to earning the income
shown on line 3. This includes:

Section 856(c)(6) provides REITs with a
relief provision if they have failed to
satisfy the source-of-income requirements
of sections 856(c)(2) and 856(c)(3). If
section 856(c)(6) applies to a REIT for
any taxable year, a tax is imposed on the
REIT under section 857(b)(5).
All REITs must complete lines 1a
through 8 of Part III to determine whether
they are subject to the tax imposed under
section 857(b)(5). If line 8 is zero, the tax
does not apply, and the REIT does not
have to complete the rest of Part III.
However, if line 8 is greater than zero, the
REIT is subject to this tax, and must
complete the rest of Part III to determine
the amount of tax.
A REIT that has failed the
source-of-income requirements of
sections 856(c)(2) and 856(c)(3) may
avoid loss of its REIT status as a result of
the failure if, following identification of its
failure to meet the source-of-income
requirements, the REIT sets forth a
description of each item of its gross
income described in sections 856(c)(2)
and 856(c)(3) in an attached schedule. In
addition, its failure to meet the
source-of-income requirements must be
due to reasonable cause and not due to
willful neglect. See the instructions for
Schedule J, line 2c.
For information on the relief provisions
under sections 856(c)(7) and 856(g)(5),
see the Instructions for Schedule J, line
2f.

REIT that is attributable to the carrying of
the property;
• Real estate taxes; and
• Fees charged by an independent
contractor to manage such property.
Do not deduct general overhead and
administrative expenses in Part II.

Part III—Tax for Failure To
Meet Certain
Part II—Tax on Net Income Source-of-Income
From Foreclosure Property Requirements

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Part IV—Tax on Net
Income From Prohibited
Transactions
Section 857(b)(6) imposes a tax equal to
100% of the net income derived from
prohibited transactions. The 100% tax is
imposed to prevent a REIT from retaining
any profit from ordinary retailing activities
such as sales to customers of
condominium units or subdivided lots in a
development tract.
Line 1. Gain from sale or other
disposition of property. Include only
gain from the sale or other disposition of
property described in section 1221(a)(1)
that is not foreclosure property and that
does not qualify as an exception. See
section 857(b)(6)(C) for information on
certain sales that do not qualify as

prohibited transactions. See section
856(j) for a special rule regarding a
shared appreciation mortgage.
Exceptions apply for certain sales of
timber property by a timber REIT. See
section 857(b)(6)(D).
Do not net losses from prohibited
transactions against gains in determining
the amount to enter on line 1. Enter
losses from prohibited transactions on the
appropriate line in Part I.
Line 2. Deductions. Deduct only those
expenses that have a proximate and
primary relationship to the earning of the
income shown on line 1. Do not deduct
general overhead and administrative
expenses in Part IV.

Schedule A—Deduction
for Dividends Paid
Lines 1 through 5. Section 561 (taking
into account sections 857(b)(8),
857(d)(3)(B), and 858(a)) determines the
deduction for dividends paid.
Line 3. Dividends declared in October,
November, or December and payable to
shareholders of record in October,
November, or December are treated by
the REIT as paid on December 31 of that
calendar year. The REIT is then eligible
for the deduction for dividends paid for
the year the dividends are declared even
though they are not actually paid until
January of the following calendar year.
If the REIT declared dividends in any
of those months and actually paid them in
January, as discussed above, enter on
line 3 those dividends not already
included on lines 1, 2, and 4 of Schedule
A.
Line 7. If, for any tax year the REIT has
net income from foreclosure property (as
defined in section 857(b)(4)(B)), the
deduction for dividends paid to be entered
on line 6 (and on line 21b, page 1) is
determined by multiplying the amount on
line 5 by the following fraction:
REIT taxable income (determined without regard to
the deduction for dividends paid)
REIT taxable income (determined without regard to
the deduction for dividends paid) +
(Net income from foreclosure property minus the
tax on net income from foreclosure property)

Schedule J—Tax
Computation
Line 1
A member of a controlled group must
check the box on line 1 and complete and
attach Schedule O (Form 1120). See
Schedule O (Form 1120) and its
instructions for more information.

Line 2a–Tax on REIT Taxable
Income
Most REITs figure their tax by using the
Tax Rate Schedule below. A member of a
controlled group must use Schedule O
(Form 1120) to figure its tax.

Tax Rate Schedule
If taxable income (line 22, page 1) is:

Over —
$0
50,000
75,000
100,000
335,000
10,000,000
15,000,000
18,333,333

But not
over —

Tax is:

$50,000
15%
75,000
$ 7,500 + 25%
100,000
13,750 + 34%
335,000
22,250 + 39%
10,000,000
113,900 + 34%
15,000,000 3,400,000 + 35%
18,333,333 5,150,000 + 38%
----35%

Of the
amount
over —
$0
50,000
75,000
100,000
335,000
10,000,000
15,000,000
0

Line 2c
Attach a statement providing an
explanation of why the REIT failed to
meet the source-of-income requirements,
and a description of why such failure is
due to reasonable cause and not to willful
neglect. See section 856(c)(6).

Line 2e
Enter the amount of the 100% REIT tax
imposed on the following:
• Income of a REIT for services provided
to the REIT’s tenants that is improperly
included in rents from real property
reported by the REIT instead of being
reported by the TRS;
• Deductions that are improperly
allocated between the REIT to its TRS;
and
• Interest deductions of a TRS to the
extent that interest payments to its REIT
are in excess of a rate that is
commercially reasonable.
See section 857(b)(7) for details and
exceptions.

Line 2f–Taxes Imposed Under
Section 856(c)(7) and Section
856(g)(5)
Enter the taxes imposed for the following
relief provisions:
• Section 856(c)(7) relating to failures to
meet the requirements of the asset test of
section 856(c)(4); and
• Section 856(g)(5) relating to failures to
meet certain requirements under sections
856 through 859 (other than sections
856(c)(2), 856(c)(3), and 856(c)(4)).
See section 856(c)(7) and 856(g)(5)
for detailed information on the
requirements for these relief provisions
and check the appropriate box(es) for the
tax(es) imposed under them.
If a tax is imposed under sections
856(c)(7) or 856(g)(5), attach a statement
providing an explanation of why the REIT
failed to meet the requirements of the
asset test or other qualification
requirements under sections 856 - 859,
and a description of why such failure is
due to reasonable cause and not to willful
neglect.
Failures to meet the asset test
requirements of section 856(c)(4)
(other than de minimis failures). Under
section 856(c)(7)(A), a REIT may avoid
loss of its REIT status as a result of
certain failures to meet the asset test
requirements of section 856(c)(4) if,

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following identification of the failure, each
of the following requirements are met:
• The REIT sets forth a description of
each asset that causes the REIT to fail to
satisfy the requirements of the asset test
at the close of a quarter in a schedule for
the quarter attached to its timely filed
Form 1120-REIT;
• The failure must be due to reasonable
cause and not due to willful neglect; and
• The REIT either: (a) disposes of the
assets shown on the specified schedule
within 6 months after the last day of the
quarter in which the REIT’s identification
of the failure occurred (or such other time
and in the manner prescribed by
regulations); or (b) the requirements of
the asset test of section 856(c)(4) are
otherwise met within the specified time
period.
In addition, if section 856(c)(7)(A)
applies to a REIT for any tax year, the
REIT must pay a tax which is the greater
of:
• $50,000 or
• the amount determined (as prescribed
by regulations to be promulgated by the
Secretary) by multiplying the net income
generated by the assets described in the
specified schedule for the quarter in
which the failure occurred by 35% (the
highest corporate tax rate).
Note. There is no tax imposed and you
are not required to attach a schedule of
assets to Form 1120-REIT for the de
minimis relief provision under section
856(c)(7)(B).
Under section 856(c)(7)(B), a REIT
may avoid loss of its REIT status as a
result of certain failures to meet the asset
test requirements of section
856(c)(4)(B)(iii) if:
• Following its identification of the failure,
the REIT disposes of assets within 6
months after the last day of the quarter in
which the REIT’s identification of the
failure occurred (or such time period
prescribed by the Secretary and in the
manner prescribed by the Secretary), or
• The requirements of the asset test of
section 856(c)(4) are otherwise met within
the specified time period.
Certain REIT qualification failures of
sections 856 – 859 (other than sections
856(c)(2), 856(c)(3) and 856(c)(4)).
Under section 856(g)(5), a REIT that fails
to meet the REIT qualification
requirements under sections 856 – 859,
except for section 856(c)(2), 856(c)(3),
and 856(c)(4), may avoid loss of its REIT
status if the failure is due to reasonable
cause and not due to willful neglect. In
addition, the REIT must pay (as
prescribed by regulations and in the same
manner as tax) a penalty of $50,000 for
each failure to satisfy a provision of
sections 856 – 859. See section 856(g)(5).

Line 2g–Alternative Minimum
Tax (AMT)
Unless the REIT is treated as a small
corporation exempt from the AMT, it may
owe the AMT if it has any of the
adjustments and tax preference items
listed on Form 4626, Alternative Minimum

Tax – Corporations. The REIT must file
Form 4626 if its taxable income (loss)
combined with these adjustments and tax
preference items is more than the smaller
of:
• $40,000 or
• The REIT’s allowable exemption
amount (from Form 4626).
For this purpose, taxable income does
not include the NOL deduction. See Form
4626 for details.
Exemption for small corporations.
A REIT is treated as a small corporation
exempt from the AMT for its tax year
beginning in 2011 if that year is the
REIT’s first tax year in existence
(regardless of its gross receipts) or:
1. It was treated as a small
corporation exempt from the AMT for all
prior tax years beginning after 1997 and
2. Its average annual gross receipts
for the 3-year tax period (or portion
thereof during which the REIT was in
existence) ending before its tax year
beginning in 2011 did not exceed $7.5
million ($5 million if the REIT had only 1
prior tax year).
For more details, see the Instructions
for Form 4626.

Line 2h–Income Tax
Deferred tax under section 1291. If the
REIT was a shareholder in a passive
foreign investment company (PFIC) and
received an excess distribution or
disposed of its investment in the PFIC
during the year, it must include the
increase in taxes due under section
1291(c)(2) (from Form 8621, Part IV, line
11e) in the total for line 2h. On the dotted
line to the left of line 2h, enter “Section
1291” and the amount.
Do not include on line 2h any interest
due under section 1291(c)(3). Instead,
show the amount of interest owed in the
bottom margin of page 1, Form
1120-REIT, and enter “Section 1291
interest.”
See the Instructions for Form 8621,
Part IV, lines 11e and 11f.
Additional tax under section 197(f). A
corporation that elects to pay tax on the
gain from the sale of an intangible under
the related person exception to the
anti-churning rules should include any
additional tax due under section
197(f)(9)(B) in the total for line 2h. On the
dotted line next to line 2h, enter “Section
197” and the amount. For more
information, see Pub. 535.

Line 3a–Foreign Tax Credit
To find out when a REIT can claim the
foreign tax credit for payment of income
tax to a foreign country or U.S.
possession, see Form 1118, Foreign Tax
Credit – Corporations.

Line 3b–Credit from Form 8834,
line 30
Enter any qualified electric vehicle
passive activity credits from prior years
allowed for the current tax year from Form
8834, Qualified Plug-In Electric and
Electric Vehicle Credit, line 30.

Line 3c–General Business
Credit
The REIT is required to file Form 3800,
General Business Credit, to claim most
business credits. For a list of allowable
credits, see Form 3800. Enter the
allowable credit from Part II, line 38, of
Form 3800, on line 3c. Also, see the
applicable credit form and its instructions.
See Form 3800 for a complete listing of
general business credits.

Line 3d–Other credits
Include any allowable credits not reported
above, such as the Credit for Prior Year
Minimum Tax – Corporations (Form 8827).
Attach a statement that identifies the type
and amount for each credit. Attach the
applicable credit form to the return.
Bond credits from Form 8912. Enter
the allowable credits from Form 8912,
Credit to Holders of Tax Credit Bonds,
line 12.

Line 5–Personal Holding
Company Tax
A REIT is taxed as a personal holding
company under section 542 if:
• At least 60% of its adjusted ordinary
gross income for the tax year is personal
holding company income, and
• At any time during the last half of the
tax year more than 50% in value of its
outstanding stock is owned, directly or
indirectly, by five or fewer individuals.
See Schedule PH (Form 1120), U.S.
Personal Holding Company (PHC) Tax,
for definitions and details on how to figure
the tax.

Line 6–Other Taxes
Include any of the following taxes and
interest in the total on line 7. Check the
appropriate box(es) for the form, if any,
used to compute the total.
Recapture of investment credit. If the
REIT disposed of investment credit
property or changed its use before the
end of its useful life or recovery period, it
may owe a tax. See Form 4255,
Recapture of Investment Credit, for
details.
Recapture of low-income housing
credit. If the REIT disposed of property
(or there was a reduction in the qualified
basis of the property) for which it took the
low-income housing credit, it may owe a
tax. See Form 8611, Recapture of
Low-Income Housing Credit.
Interest due under the look-back
methods. If the REIT used the look-back
method for certain long-term contracts,
see Form 8697, Interest Computation
Under the Look-Back Method for
Completed Long-Term Contracts, for
information on figuring the interest the
REIT may have to include.
The REIT may also have to include
interest due under the look-back method
for property depreciated under the income
forecast method. See Form 8866, Interest
Computation Under the Look-Back
Method for Property Depreciated Under
the Income Forecast Method.

-14-

Other. Additional taxes and interest
amounts can be included in the total
entered on line 7. Check the box for
“Other” if the REIT includes any of the
taxes and interest discussed below. See
How to report, for the line 7 instructions
for details on reporting these amounts on
an attached schedule.
1. Recapture of qualified electric
vehicle (QEV) credit. The REIT must
recapture part of the QEV credit it claimed
in a prior year if, within 3 years of the date
the vehicle was placed in service, it
ceases to qualify for the credit. See
Regulations section 1.30-1 for details on
how to figure the recapture.
2. Recapture of Indian employment
credit. Generally, if an employer
terminates the employment of a qualified
employee less than 1 year after the date
of initial employment, any Indian
employment credit allowed for a prior tax
year because of wages paid or incurred to
that employee must be recaptured. For
details, see Form 8845 and section 45A.
3. Recapture of new markets credit
(see Form 8874).
4. Recapture of employer-provided
childcare facilities and services credit
(see Form 8882).
5. Interest due on deferred tax
attributable to (a) installment sales of
certain timeshares and residential lots
(section 453(l)(3)) and (b) certain
nondealer installment obligations (section
453A(c)).
6. Interest due on deferred gain
(section 1260(b)).

Built-in Gains Tax
If, on or after January 2, 2002, property of
a C corporation becomes property of a
REIT by either: (a) the qualification of the
C corporation as a REIT; or (b) the
transfer of such property to a REIT, then
the REIT will be subject to the built-in
gains tax under section 1374 unless the C
corporation elects deemed sale treatment
on the transferred property. If the C
corporation does not make this election,
the REIT must pay tax on the net
recognized built-in gain during the
10-year period beginning on its first day
as a REIT or the day it acquired the
property (for tax years beginning in 2011,
see the Built-in Gains Tax Worksheet
Instructions below, for an exception).
Recognized built-in gains and losses
generally retain their character (for
example, ordinary income or capital gain)
and are treated the same as other gains
or losses of the REIT. The REIT’s tax on
net recognized built-in gain is treated as a
loss incurred by the REIT during the
same tax year (see the instructions for
line i of the Built-in Gains Tax Worksheet
on this page). See Regulations section
1.337(d)-7 for details.
Different rules apply to elections to be
a REIT and transfers of property in a
carryover basis transaction that occurred
prior to January 2, 2002. For REIT
elections and property transfers before
this date, the C corporation is subject to
deemed sale treatment on the transferred

property unless the REIT elects section
1374 treatment. See Regulations section
1.337(d)-6 for information on how to make
the election and figure the tax for REIT
elections and property transfers before
this date. The REIT may also rely on
Regulations section 1.337(d)-5 for REIT
elections and property transfers that
occurred before January 2, 2002.

Built-in Gains Tax Worksheet
Instructions
Complete the worksheet below to figure
the built-in gains tax under Regulations
section 1.337(d)-7 or 1.337(d)-6.
For tax years beginning in 2011,
no tax is imposed on the net
CAUTION recognized built-in gain of a REIT
if the 5th year of the applicable
recognition period ended before the tax
year. In figuring the amount to enter on
line a, exclude any recognized built-in
gains and recognized built-in losses
arising in the tax year if the 5th year of the
applicable recognition period ended
before the beginning of the tax year. This
exclusion does not apply, however, for
the following purposes.

!

• Figuring the carryover of the net

recognized built-in gain in excess of the
taxable income limitation;
• Allocating your taxable income
limitation (line b) between separate
groups of assets, as required by
Regulations section 1.1374-8(d);
• Figuring your net unrealized built-in
gain limitation in any subsequent year
(line c); or
• Figuring your section 1374(b)(2)
deduction (line e) in any subsequent year.
For these purposes, treat net
recognized built-in gain excluded from
line a as if the full amount had been
entered on line a in the current tax year.
Line a. Enter the amount that would be
the taxable income of the REIT for the tax
year if only recognized built-in gain,
recognized built-in loss, and recognized
built-in gain carryover were taken into
account, reduced by any portion of the
REIT’s recognized built-in gain from:
• Net income from foreclosure property,
• Amounts subject to tax for failure to
meet certain source-of-income
requirements under section 857(b)(5)

computed in accordance with Regulations
section 1.337(d)-6(c)(2),
• Net income from prohibited
transactions under section 857(b)(6), and
• Amounts subject to tax under section
857(b)(7).
Line b. Add the amounts shown on:
• Form 1120-REIT, page 1, line 20;
• Form 1120-REIT, Part II, line 5; and
• Form 2438, line 11.
Subtract from the total the amount on
Form 1120-REIT, line 21c. Enter the
result on line b of the Built-in Gains Tax
Worksheet below.
Line c. The REIT’s net unrealized
built-in gain is the amount, if any, by
which the fair market value of the assets
of the REIT at the beginning of its first
REIT year (or as of the date the assets
were acquired, for any asset with a basis
determined by reference to its basis (or
the basis of any other property) in the
hands of a C corporation) exceeds the
aggregate adjusted basis of such assets
at that time.
Enter on line c the REIT’s net
unrealized built-in gain reduced by the net
recognized built-in gain for prior years.
See sections 1374(c)(2) and (d)(1).
Line d. If the amount on line b exceeds
the amount on line a, the excess is
treated as a recognized built-in gain in the
succeeding tax year.
Line e. Enter the section 1374(b)(2)
deduction. Generally, this is any net
operating loss carryforward or capital loss
carryforward (to the extent of the net
capital gain included in recognized built-in
gain for the tax year) arising in tax years
for which the REIT was a C corporation.
These loss carryforwards must be used to
reduce recognized built-in gain for the tax
year to the greatest extent possible
before they can be used to reduce the
REIT’s taxable income.
Line h. Credit carryforwards arising in
tax years for which the REIT was a C
corporation must be used to reduce the
tax on net built-in gain for the tax year to
the greatest extent possible before the
credit carryforwards can be used to
reduce the tax on the REIT’s taxable
income.
Note. If the REIT makes the election, the
unused research and minimum tax credits
must first be used to reduce the tax on

net built-in gain for the tax year to the
greatest extent possible. Any remaining
unused research and minimum tax credits
are included on line 24g to reduce the
REIT’s income tax. For more information,
see the instructions for line 24g.
Line i. The REIT’s tax on net recognized
built-in gain is treated as a loss sustained
by the REIT during the same tax year.
Deduct the tax attributable to:
• Ordinary gain as a deduction for taxes
on Form 1120-REIT, line 14.
• Short-term capital gain as a short-term
capital loss on Schedule D (Form 1120),
line 1.
• Long-term capital gain as a long-term
capital loss on Schedule D (Form 1120),
line 6.

How to Report
If the REIT checked the “Other” box,
attach a schedule showing the
computation of each item included in the
total for line 6, Schedule J. In addition,
identify: (a) the applicable Code section;
(b) the type of taxes or interest; and (c)
enter the amount of tax or interest.

Line 7–Total Tax
Include any deferred tax on the
termination of a section 1294 election
applicable to shareholders in a qualified
electing fund in the amount entered on
line 7. See Form 8621, Part V, line 7, and
How to report, below.
Subtract from the total for line 7 the
deferred tax on the REIT’s share of the
undistributed earnings of a qualified
electing fund (see Form 8621, Part II, line
4c).

How to report
Attach a schedule showing the
computation of each item included in, or
subtracted from, the total for line 7. On
the dotted line next to line 7, enter the
amount of tax or interest, identify it as tax
or interest, and specify the Code section
that applies.

Schedule K—Other
Information
Be sure to answer all the lines that apply
to the REIT.
Keep for Your
Records

Built-in Gains Tax Worksheet
a.
b.
c.
d.
e.
f.
g.
h.
i.

Excess of recognized built-in gains over recognized built-in losses . . . . . . . . . . . . . . . . . . . . . . .
Taxable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enter the net unrealized built-in gain reduced by any net recognized built-in gain for all prior years
Net recognized built-in gain (enter the smallest of lines a, b, or c) . . . . . . . . . . . . . . . . . . . . . . . .
Section 1374(b)(2) deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subtract line e from line d. If zero, enter -0- here and on line i . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enter 35% of line f . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business credit and minimum tax credit carryforwards under section 1374(b)(3) from C corporation
years (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax. Subtract line h from line g (if zero or less, enter -0-). Enter here and include on line 6 of
Schedule J (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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a.
b.
c.
d.
e.
f.
g.
h.
i.

Question 3
Check the “Yes” box if the REIT is a
subsidiary in a parent-subsidiary
controlled group (defined below), even if
the REIT is a subsidiary member of one
group and the parent corporation of
another.
Note. If the REIT is an “excluded
member” of a controlled group (see
section 1563(b)(2)), it is still considered a
member of a controlled group for this
purpose.
Parent-subsidiary controlled group.
The term “parent-subsidiary controlled
group” means one or more chains of
corporations connected through stock
ownership (section 1563(a)(1)). Both of
the following requirements must be met:
1. At least 80% of the total combined
voting power of all classes of voting stock
entitled to vote or at least 80% of the total
value of all classes of stock of each
corporation in the group (except the
parent) must be owned by one or more of
the other corporations in the group and
2. The common parent must own at
least 80% of the total combined voting
power of all classes of stock entitled to
vote or at least 80% of the total value of
all classes of stock of one or more of the
other corporations in the group. Stock
owned directly by other members of the
group is not counted when computing the
voting power or value.
See section 1563(d)(1) for the
definition of “stock” for purposes of
determining stock ownership above.

Question 5
Check the “Yes” box if one foreign person
owned at least 25% of (a) the total voting
power of all classes of stock of the REIT
entitled to vote, or (b) the total value of all
classes of stock of the REIT.
The constructive ownership rules of
section 318 apply in determining if a REIT
is foreign owned. See section 6038A(c)(5)
and the related regulations.
Enter on line 5a the percentage owned
by the foreign person specified in line 5.
On line 5b, enter the name of the owner’s
country.
Note. If there is more than one
25%-or-more foreign owner, complete
lines 5a and 5b for the foreign person with
the highest percentage of ownership.
Foreign person. The term “foreign
person” means:
• A foreign citizen or nonresident alien.
• An individual who is a citizen of a U.S.
possession (but who is not a U.S. citizen
or resident).
• A foreign partnership.
• A foreign corporation.
• Any foreign estate or trust within the
meaning of section 7701(a)(31).
• A foreign government (or one of its
agencies or instrumentalities) if it is
engaged in the conduct of a commercial
activity as described in section 892.
Owner’s country. For individuals, the
term “owner’s country” means the country
of residence. For all others, it is the

country where incorporated, organized,
created, or administered.
Requirement to file Form 5472. If the
REIT checked “Yes” to line 5, it may have
to file Form 5472. Generally, a 25%
foreign-owned corporation that had a
reportable transaction with a foreign or
domestic related party during the tax year
must file Form 5472.
See Form 5472 for filing instructions
and penalties for failure to file.

Item 8
Tax-exempt interest. Show any
tax-exempt interest received or accrued.
Include any exempt-interest dividends
received as a shareholder in a mutual
fund or other RIC.

Item 9
Enter the amount of the net operating loss
(NOL) carryover to the tax year from prior
years, even if some of the loss is used to
offset income on this return. The amount
to enter is the total of all NOLs generated
in prior years but not used to offset
income in a tax year prior to 2011. Do not
reduce the amount by any NOL deduction
reported on line 21a.

Schedule L—Balance
Sheets per Books
The balance sheets should agree with the
REIT’s books and records.
Line 1. Cash. Include certificates of
deposits as cash on line 1.
Line 4. Tax-exempt securities. Include
on this line:
• State and local government obligations,
the interest on which is excludable from
gross income under section 103(a), and
• Stock in a mutual fund or other RIC that
distributed exempt-interest dividends
during the tax year of the REIT.
Line 24. Adjustments to shareholders’
equity. Examples of adjustments to
report on this line include:
• Unrealized gains and losses on
securities held “available for sale.”
• Foreign currency translation
adjustments.
• The excess of additional pension
liability over unrecognized prior service
cost.
• Guarantees of employee stock (ESOP)
debt.
• Compensation related to employee
stock award plans.
If the total adjustment to be entered
on line 24 is a negative number, enter the
amount in parentheses.

Schedule M-1
Reconciliation of Income (Loss)
per Books With Income per
Return
Line 5c. Travel and entertainment.
Include any of the following:
• Meals and entertainment not deductible
under section 274(n).

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• Expenses for the use of an

entertainment facility.
• The part of business gifts over $25.
• Expenses of an individual over $2,000,
which are allocable to conventions on
cruise ships.
• Employee achievement awards over
$400.
• The cost of entertainment tickets over
face value (also subject to 50% limit
under section 274(n)).
• The cost of skyboxes over the face
value of nonluxury box seat tickets.
• The part of luxury water travel not
deductible under section 274(m).
• Expenses for travel as a form of
education.
• Other nondeductible travel and
entertainment expenses.
For more information, see Pub. 542,
Corporations.
Line 7. Tax-exempt interest. Include as
interest any exempt-interest dividends
received by the REIT as a shareholder in
a mutual fund or other RIC.
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 average
time is:
Recordkeeping . . . . . . . 59 hr., 33 min.
Learning about the law
or the form . . . . . . . . . . 24 hr., 18 min.
Preparing the form . . . .

43 hr., 5 min.

Copying, assembling,
and sending the form to
the IRS . . . . . . . . . . . . .

4 hr., 49 min.

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. You
can write to the Internal Revenue Service;
Tax Products Coordinating Committee;
SE:W:CAR:MP:T:M:S; 1111 Constitution
Ave., NW; IR-6526; Washington, DC
20224.
Do not send the tax form to this office.
Instead, see the Where To File
instructions.