U. S. Business Income Tax return

Instructions for Form 8937
(Rev. December 2012)

Department of the Treasury
Internal Revenue Service

(Use with the December 2011 revision of Form 8937)
Report of Organizational Actions Affecting Basis of Securities
purpose and you keep it accessible to the public on this
website or the primary website of any successor
organization for 10 years.

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

Future Developments

For the latest information about developments related to
Form 8937 and its instructions, such as legislation
enacted after they were published, go to www.irs.gov/
form8937.

General Instructions
Who Must File

File Form 8937 if you are an issuer of a specified security
that takes an organizational action that affects the basis of
that security. A specified security is:
Any share of stock in an entity organized as, or treated
for federal tax purposes as, a corporation, or
Any interest treated as stock, including, for example,
an American Depositary Receipt.
File Form 8937 only when an organizational action
affects the basis of all holders of a security or all holders
of a class of the security. For example, you must file Form
8937 if you make a nontaxable cash distribution to
shareholders or if you make a nontaxable stock
distribution to shareholders, including a stock split. Do not
file Form 8937 if you distribute stock to someone
exercising a previously granted right to purchase stock.
While this action bears on the basis of the stock being
distributed, it does not affect the basis of stock held by
others. You must instead report the basis of the stock
being distributed when you purchase back or transfer
custody of the stock. You should not file Form 8937 for an
initial public offering.
File Form 8937 for a distribution of property to
shareholders only if you know that the distribution will not
be taxable as a dividend to shareholders. Do not report a
distribution on Form 8937 if the distribution is reportable
as a dividend on Form 1099-DIV.
The requirement to file Form 8937 applies to both
domestic and foreign issuers of securities if the security is
owned by U.S. taxpayers, either directly or as a
depositary receipt.
This filing requirement applies to organizational actions
after 2010. However, regulated investment companies
(RICs) need to file Form 8937 only for organizational
actions after 2011.

Exceptions
Public reporting. You are not required to file Form 8937
with the IRS if, by the due date, you post a completed and
signed Form 8937 in a readily accessible format in an
area of your primary public website dedicated to this
Sep 13, 2012

Exempt recipients. No reporting is required if you
determine that all the holders of the security are exempt
recipients, including C corporations, charitable
organizations, foreign holders, IRAs, Archer MSAs, health
savings accounts (HSAs), the United States, a state, or
political subdivisions, as defined in Regulations section
1.6045B-1(b)(5).
Certain money market funds. No reporting is required
by a regulated investment company (RIC) that can hold
itself out as a money market fund under Rule 2a-7 under
the Investment Company Act of 1940.

Special Rules
S corporations. If an S corporation reports the effect of
any organizational action affecting the basis of its stock on
a Schedule K-1 (Form 1120S) timely filed for each
shareholder and timely gives a copy to all proper parties,
no Form 8937 is required to be filed with regard to that
organizational action.
Certain RICs and REITs. A regulated investment
company (RIC) or a real estate investment trust (REIT)
that reports undistributed capital gains to shareholders on
Form 2439 can satisfy the organizational action reporting
requirements for those undistributed gains if the RIC or
REIT timely files and gives Form 2439 to all proper parties
for the organizational action. RICs, REITs, and brokers
holding custody of RIC and REIT stock must then adjust
basis in accordance with the information reported on Form
2439.

When To File

Form 8937 must be filed with the IRS on or before the
45th day following the organizational action or, if earlier,
January 15 of the year following the calendar year of the
organizational action. You may file the return before the
organizational action if the quantitative effect on basis is
determinable. For purposes of determining this deadline,
a redemption occurs on the last day a holder may redeem
a security.

To report the quantitative effect on basis by the
due date, you may make reasonable
assumptions about facts that cannot be
determined before the due date. You must file a corrected
return within 45 days of determining facts that result in a
different quantitative effect on basis from what was
previously reported. For additional information, see
Regulations sections 1.6045B-1(a)(2)(ii) and
1.6045B-1(g), Example 2.

TIP

Cat. No. 57457H

Where To File

obligations if the issuer has not done so. If neither the
issuer nor the acquiring or successor entity satisfies the
reporting obligations, both are jointly and severally liable
for any applicable penalties.

Send Form 8937 to Department of the Treasury, Internal
Revenue Service, Ogden, UT 84201-0054.

Issuer Statements

Specific Instructions

If you are required to file Form 8937, you must give a copy
of Form 8937 to each security holder of record as of the
date of the organizational action and all subsequent
holders of record up to the date you give the copy of Form
8937. If you record the security on your books in the name
of a nominee, you must give the copy of Form 8937 to the
nominee in lieu of the holder. However, if you, your agent,
or a plan you operate is listed as the nominee, you must
give the copy of Form 8937 to the holder.

Part I
Boxes 1 and 2. Enter the issuer's name and employer
identification number (EIN).
Boxes 3, 4, 5, 6, and 7. Enter the name, telephone
number, email address, and mailing address of a contact
person.
Boxes 8, 9, 10, 11, 12, and 13. For each security
involved in the organizational action, enter the requested
information. Complete all boxes that apply.

You are considered to have given a copy of Form 8937
to all holders and nominees if you post a completed Form
8937 to your primary public website under the rules listed
under Public reporting, earlier.

Note. If a box does not apply, leave it blank.
In box 9, enter the classification of the security (such as
stock) and include any description about the class of
security affected.

You are not required to, but may, give a copy of Form
8937 to a holder or nominee if the holder is an exempt
recipient. See Exempt recipients, earlier.
You may give holders and nominees a written
statement instead of a copy of Form 8937. The written
statement must include the same information as provided
on Form 8937 and must indicate that the information is
being reported to the IRS.

Part II

For each security involved in the organizational action,
enter the requested information.
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.

Time for furnishing statements. You must give holders
or nominees an issuer statement on or before January 15
of the year following the calendar year of the
organizational action. For purposes of determining this
deadline, a redemption occurs on the last day a holder
may redeem a security. You can give an issuer statement
before the organizational action if you have determined
the quantitative effect on basis. If you file a corrected
Form 8937 with the IRS, you must give a corrected issuer
statement by the later of the January 15 due date above
or 45 days after you determine the facts that result in a
different quantitative effect on basis from what was
previously reported.

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.

Penalties

The time needed to complete and file this form will vary
depending on individual circumstances. The estimated
average time is:

Agents. An issuer may use an agent, including a
depositary, to satisfy these reporting requirements.
However, the issuer remains liable for any penalty for any
failure to comply unless it is shown that the failure is due
to reasonable cause and not willful neglect. See sections
6721 through 6724.

Learning about the law or the form . . .

35 min.

Preparing the form . . . . . . . . . . . . . .

40 min.

Recordkeeping

Acquiring and successor entities. An acquiring or
successor entity of an issuer must satisfy these reporting

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2 hours, 52 min.