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1120 دستورالعمل برای برنامه UTP

دستورالعمل های برنامه UTP (فرم 1120)، بیانیه وضعیت مالیاتی نامشخص

بازبینی شده در دسامبر 2022

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  • فرم 1120 برنامه UTP، بیانیه موقعیت مالیاتی نامشخص - این سند همچنین دستورالعمل هایی برای افشای موقعیت های مالیاتی نامشخص (UTPs) در برنامه UTP (فرم 1120)، بخش III ارائه می دهد. مشخص می کند که شرح مختصر UTP ها در برنامه UTP، بخش III باید شامل اطلاعات مورد نیاز در فرم های 8275 و 8275-R باشد. این الزامات را برای گزارش موقعیت های مالیاتی بر خلاف قوانین و مقررات مشخص می کند و راهنمایی هایی را در مورد ورود کامل به هر قانون ارائه می دهد. این سند همچنین ستون ها و دستورالعمل های تکمیل بخش I و بخش دوم UTP برنامه (شکل 1120) را تشریح می کند و بر نیاز به توصیف مختصر UTPs در بخش III تأکید می کند.
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Department of the Treasury  
Internal Revenue Service  
Instructions for  
Schedule UTP (Form 1120)  
(Rev. December 2022)  
Uncertain Tax Position Statement  
Section references are to the Internal Revenue  
Code unless otherwise noted.  
country-specific accounting standards,  
including a modified version of any of  
the above (for example, modified  
GAAP).  
If the corporation evaluates a tax  
position and determines that it meets  
the recognition threshold for uncertain  
tax benefits in an interim audited  
financial statement issued before the tax  
position is taken on a return, the  
corporation need not report the tax  
position to which the tax benefit relates  
on Schedule UTP.  
A tax position is based on the unit of  
account used to prepare the audited  
financial statements in which the liability  
for an unrecognized tax benefit is  
recorded (or in which the tax benefit  
was recognized because of an  
related party of the subsidiary, records a  
liability for unrecognized tax benefits in  
an audited financial statement with  
respect to one of the subsidiary’s tax  
positions in its former group’s prior  
return, the subsidiary should report the  
tax position on Part II of the  
Future Developments  
For the latest information about  
developments related to Schedule UTP  
(Form 1120) and its instructions, such  
as legislation enacted after they were  
published, go to IRS.gov/ScheduleUTP.  
Schedule UTP filed with its current tax  
return, if it files a separate return. If the  
subsidiary is included in the return of  
another consolidated group that is  
required to file Schedule UTP, the  
common parent of that consolidated  
group should report the tax position on  
Part II of the Schedule UTP filed with the  
group’s current tax return.  
Concise description of tax position.  
A corporation that reports a tax position  
in either Part I or Part II is required to  
provide a description of each tax  
position in Part III. See Examples 13  
through 16, later.  
General Instructions  
Purpose of Schedule  
Schedule UTP asks for information  
about tax positions that affect the U.S.  
federal income tax liabilities of certain  
corporations that issue or are included  
in audited financial statements and have  
assets that equal or exceed $10 million.  
expectation to litigate). A tax position  
taken on a tax return is a tax position  
that would result in an adjustment to a  
line item on that tax return if the position  
is not sustained. If multiple tax positions  
affect a single line item on a tax return,  
report each tax position separately on  
Schedule UTP. See Tax position taken  
on a tax return, later.  
Reporting Uncertain  
Tax Positions  
Consistency with financial statement  
reporting. The analysis of whether a  
liability for unrecognized tax benefits  
has been recorded for the purpose of  
completing Schedule UTP is  
on Schedule UTP  
Tax positions to be reported.  
Schedule UTP requires the reporting of  
each U.S. federal income tax position  
taken by an applicable corporation on  
its U.S. federal income tax return for  
which two conditions are satisfied.  
determined by reference to the tax  
benefit recognition decisions made by  
the corporation or a related party for  
audited financial statement purposes. If  
the corporation or a related party  
determined that, under applicable  
accounting standards, either the tax  
benefit could be recognized for a tax  
position taken on a tax return because  
the amount was immaterial for audited  
financial statement purposes, or that a  
tax position satisfied the recognition and  
measurement process under Financial  
Accounting Standards Board (FASB)  
Accounting Standards Codification  
(ASC) Subtopic 740-10, then the  
corporation need not report the tax  
position on Schedule UTP. For a  
Reporting current year and prior  
year tax positions. Tax positions  
taken by the corporation on the current  
year’s tax return are reported in Part I.  
Tax positions taken by the corporation  
on a prior year’s tax return are reported  
on Part II. A corporation is not required  
to report a tax position it has taken in a  
prior tax year if the corporation reported  
that tax position on a Schedule UTP  
filed with a prior year tax return. If a  
transaction results in tax positions taken  
on more than one tax return, the tax  
positions must be reported on Part I of  
the Schedule UTP attached to each tax  
return in which a tax position is taken  
regardless of whether the transaction or  
a tax position resulting from the  
1. The corporation has taken a tax  
position on its U.S. federal income tax  
return for the current tax year or for a  
prior tax year.  
2. Either the corporation or a related  
party has recorded a liability for  
unrecognized tax benefits with respect  
to that tax position for U.S. federal  
income tax in audited financial  
statements, or the corporation or related  
party recognized the tax benefit for that  
tax position because the corporation  
expects to litigate the position.  
A tax position for which a liability for  
unrecognized tax benefits was recorded  
(or for which a tax benefit was  
corporation subject to FASB ASC  
740-10, a tax position is recognized,  
and therefore need not be reported on  
Schedule UTP, if it meets the  
transaction was disclosed in a  
Schedule UTP filed with a prior year’s  
tax return. See Example 7 and  
recognized because of an expectation  
to litigate) must be reported on  
recognition and measurement process  
for evaluating tax positions in the  
corporation's financial statements.  
Example 8, later. Do not report a tax  
position on Schedule UTP before the  
tax year in which the tax position is  
taken on a tax return by the corporation.  
Schedule UTP regardless of whether  
the audited financial statements are  
prepared based on U.S. generally  
accepted accounting principles (GAAP),  
International Financial Reporting  
Standards (IFRS), or other  
Transition rule. A corporation is not  
required to report on Schedule UTP a  
tax position taken in a tax year  
If, after a subsidiary member leaves a  
consolidated group, the subsidiary, or a  
Dec 13, 2022  
Cat. No. 55028G  
   
beginning before January 1, 2010, even  
Form 1120-L or Form 1120-PC, is at  
entered alone or in tandem, indicate the  
recording of a liability for unrecognized  
tax benefits are (1) an increase in a  
current or non-current liability for income  
taxes, interest or penalties payable, or a  
reduction of a current or non-current  
receivable for income taxes and/or  
interest with respect to the tax position;  
or (2) a reduction in a deferred tax asset  
or an increase in a deferred tax liability  
with respect to the tax position.  
if a liability for unrecognized tax benefits least $10 million.  
is recorded with respect to that tax  
Form 1120-F. The assets of a  
position in audited financial statements  
issued in 2010 or later. See Example 9,  
later. In addition, a corporation is not  
required to report accruals of interest  
and penalties on an unrecognized tax  
benefit recorded with respect to a tax  
position taken on a pre-2010 tax return.  
Periods covered. File Schedule UTP  
with the corporation’s current year's tax  
return.  
corporation filing a Form 1120-F equal  
or exceed $10 million if the higher of the  
beginning or end of year total worldwide  
assets of the corporation reported on  
Form 1120-F, Schedule L, line 17,  
would be at least $10 million if the  
corporation were to prepare a  
Schedule L on a worldwide basis.  
Liabilities for unrecognized tax benefits  
are created when a tax position taken  
on a return does not satisfy the  
Affiliated groups. An affiliated group  
of corporations filing a consolidated  
return will file one Schedule UTP for the  
affiliated group. The affiliated group  
need not identify the member of the  
group to which the tax position relates,  
or which member recorded the liability  
for unrecognized tax benefits for the tax  
position. Any affiliate that files its U.S.  
federal income tax return separately and  
satisfies the requirements set forth  
above must file a Schedule UTP with its  
return setting forth its own tax positions.  
recognition and measurement process  
for evaluating tax benefits on the  
Who Must File  
A corporation must file Schedule UTP  
for the current tax year if:  
financial statements under ASC 740-10.  
A tax position that is not “more likely  
than not” to be sustained based on its  
technical merits, or a tax position that is  
more likely than not to be sustained but  
less than 50 percent likely of being  
realized upon ultimate settlement, is  
recorded as a liability for unrecognized  
tax benefits under ASC 740-10.  
1. The corporation files Form 1120,  
U.S. Corporation Income Tax Return;  
Form 1120-F, U.S. Income Tax Return  
of a Foreign Corporation; Form 1120-L,  
U.S. Life Insurance Company Income  
Tax Return; or Form 1120-PC, U.S.  
Property and Casualty Insurance  
Company Income Tax Return;  
The initial recording of a liability for  
unrecognized tax benefits will trigger  
reporting of a tax position taken on a  
return. However, subsequent  
Definitions and Special Rules  
Note. All examples in these instructions  
assume the calendar year is the  
reporting year both for U.S. federal  
income tax and financial statement  
purposes and the independent auditor’s  
opinion on the audited financial  
statements is issued before the filing of  
the tax return.  
2. The corporation has assets that  
equal or exceed $10 million;  
3. The corporation or a related party  
issued audited financial statements  
reporting all or a portion of the  
unrecognized tax benefit increases or  
decreases with respect to the tax  
position will not.  
corporation’s operations for all or a  
portion of the corporation’s tax year; and  
If a corporation is included in multiple  
audited financial statements, the  
corporation must report a tax position on  
Schedule UTP if a liability for  
4. The corporation has one or more  
tax positions that must be reported on  
Schedule UTP.  
Do not file a blank Schedule UTP if  
there are no tax positions to be  
reported.  
Audited financial statements.  
Audited financial statements mean  
financial statements on which an  
independent auditor has expressed an  
opinion, whether qualified, unqualified,  
disclaimed, or adverse, under GAAP,  
IFRS, or another country-specific  
accounting standard, including a  
modified version of any of the above (for  
example, modified GAAP). Compiled or  
reviewed financial statements are not  
audited financial statements.  
unrecognized tax benefits for that  
position was recorded in any of those  
audited financial statements.  
Example 1. General rule regarding  
recording a liability for unrecognized  
tax benefits. A corporation recorded a  
liability for unrecognized tax benefits in  
its 2020 audited financial statements  
relating to a tax position taken on its tax  
return for the 2020 tax year. The  
Attach Schedule UTP to the  
corporation's income tax return. Do not  
file it separately. A taxpayer that files a  
protective Form 1120, 1120-F, 1120-L,  
or 1120-PC must also file Schedule UTP  
if it satisfies the four requirements set  
forth above.  
corporation filed its 2020 tax return on  
October 15, 2021. The corporation  
reported the 2020 tax position on Part I  
of Schedule UTP and filed  
Record a liability for unrecognized  
tax benefits. A corporation or a related  
party records a liability for unrecognized  
tax benefits for a U.S. federal income  
tax position when a liability for  
A corporation required to file  
Schedule UTP must also check “Yes” to  
Form 1120, Schedule K, Question 14;  
Form 1120-F, Additional Information,  
Question AA; Form 1120-L,  
Schedule UTP with its 2020 tax return. If  
the corporation increases its liability for  
unrecognized tax benefits with respect  
to the tax position taken on its 2020 tax  
return in its 2022 audited financial  
statements, the corporation is not  
required to report the 2020 tax position  
again on its 2022 tax return as a result  
of the 2022 increase in the  
unrecognized tax benefits for U.S.  
federal income tax, interest, or penalties  
with respect to that position is recorded  
in the audited financial statements of the  
corporation or a related party. A liability  
for an unrecognized tax benefit is  
Schedule M, Question 15; or Form  
1120-PC, Schedule I, Question 13.  
Computation of assets that equal or  
exceed $10 million. For the following  
corporate income tax returns:  
recorded when an uncertain tax position  
or ASC 740-10 liability is stated  
Forms 1120, 1120-L, and 1120-PC.  
A corporation’s assets equal or exceed  
$10 million if the amount reported on  
page 1, item D of Form 1120, or the  
higher of the beginning or end of year  
total assets reported on Schedule L of  
unrecognized tax benefit.  
anywhere in a corporation’s or related  
party’s financial statements, including  
footnotes and any other disclosures,  
and may be indicated by any of several  
types of accounting journal entries.  
Some of the types of entries that,  
Example 2. Reporting  
unrecognized tax benefits in  
subsequent years. A corporation  
claimed a deduction in 2020 and  
determined under applicable accounting  
Instructions for Schedule UTP (Form 1120)  
-2-  
standards that it could recognize the full  
benefit of the position. In 2022, the IRS  
began an examination of the 2020 tax  
return and decided to examine whether  
the deduction was proper. The  
tax position is one which the corporation amortize an expense, affects line items  
or a related party determines the  
on each year’s return in which the tax  
position is taken during the period of  
amortization. Whether these tax  
probability of settling with the IRS to be  
less than 50% and, under applicable  
accounting standards, the tax benefit  
was recorded in the audited financial  
statements because the corporation  
intends to litigate the tax position and  
positions taken on a return are reported  
on Schedule UTP for a particular tax  
year, and when they are reported,  
depends on whether and when a liability  
corporation subsequently reevaluated  
the tax position and recorded a liability  
for unrecognized tax benefits for that  
position in 2022. The corporation has  
has determined that it is more likely than for unrecognized tax benefits is  
taken a tax position in its 2020 tax return not to prevail on the merits in litigation.  
recorded. See Example 7 and  
Example 8, later.  
and recorded an unrecognized tax  
Example 5. Tax benefit  
benefit with respect to that tax position.  
recognized after a change in  
Note. The use of a net operating loss  
(NOL) or a credit carryforward is a tax  
position taken on a tax return. A  
The corporation must report the tax  
circumstances based on expectation  
position on Schedule UTP filed with its  
to litigate. A corporation takes a tax  
2022 tax return even if the IRS identifies  
position on its 2020 tax return for which  
corporation must report the use of an  
NOL or credit carryforward as a tax  
position taken on the return even if the  
corporation has previously reported the  
tax position that created or added to the  
NOL or credit carryforward on  
the tax position for examination prior to  
a tax benefit is recognized because the  
the recording of the unrecognized tax  
corporation determined the tax position  
benefit.  
is correct. Circumstances change, and  
in 2022 the corporation determined that  
the tax position was uncertain, but did  
not derecognize the tax benefit because  
of its expectation to litigate the position.  
That is, the corporation or a related  
party determines the probability of  
settling with the IRS to be less than 50%  
and, under applicable accounting  
Related party. A related party is any  
entity that has a relationship to the  
corporation that is described in section  
267(b), 318(a), or 707(b), or any entity  
that is included in consolidated audited  
financial statements in which the  
corporation is also included.  
Schedule UTP. See Example 10, later.  
Unit of account. A unit of account is  
the level of detail used in analyzing a tax  
position, taking into account both the  
level at which the taxpayer prepares  
and supports the tax return and the level  
at which the taxpayer anticipates  
Example 3. Related party general  
rule. Corporation A is a corporation  
filing Form 1120 that has $160 million of  
assets. Corporation B is a foreign  
standards, the tax benefit was recorded  
because the corporation intends to  
litigate the tax position and has  
addressing the issue with the IRS. The  
unit of account used by a GAAP or  
modified GAAP taxpayer for reporting a  
tax position on Schedule UTP must be  
the same unit of account used by the  
taxpayer for GAAP or modified GAAP.  
determined that it is more likely than not  
to prevail on the merits in the litigation.  
The corporation must report that  
corporation not doing business in the  
United States and is a related party to  
Corporation A. Corporations A and B  
issue their own audited financial  
position on Part II of the Schedule UTP  
filed with the 2022 tax return either if it  
records a liability for an unrecognized  
tax benefit or if it records a tax benefit  
because it expects to litigate, even if  
that decision to record or not record the  
tax benefit occurs because of a change  
in circumstances in a later year.  
statements. Corporation A takes a tax  
position on its tax return. If Corporation  
B records an unrecognized tax benefit  
with respect to that tax position in its  
own audited financial statements, even  
though Corporation A does not, then  
that tax position must be reported by  
Corporation A on its Schedule UTP.  
In the case of audited financial  
statements prepared under accounting  
standards other than GAAP or modified  
GAAP, a corporation that issues audited  
financial statements with a unit of  
account that is based upon the entire  
tax year may not use that unit of account  
for Schedule UTP. The corporation must  
instead identify a unit of account based  
on similar principles applicable to GAAP  
or modified GAAP taxpayers, or use any  
other level of detail that is consistently  
applied if that identification is  
Tax position taken on a tax return. A  
tax position taken on a tax return means  
a tax position that would result in an  
adjustment to a line item on any  
Example 4. Liability for  
unrecognized tax benefits recorded  
in consolidated financial statements.  
Corporation C files a tax return and has  
assets of $160 million. Corporations C  
and D issue consolidated audited  
financial statements, but they do not file  
a consolidated tax return. Corporation C  
takes a tax position for which a liability  
for unrecognized tax benefits was  
recorded in the consolidated financial  
statements of Corporations C and D.  
The tax position taken by Corporation C  
on its tax return must be reported on its  
Schedule UTP because a liability for  
unrecognized tax benefits was recorded  
for its tax position in the consolidated  
financial statements in which  
schedule or form attached to the tax  
return (or would be included in a section  
481(a) adjustment) if the position is not  
sustained. If multiple tax positions affect  
a single line item on a tax return, each  
tax position is a separate tax position  
taken on a tax return. For example, a tax  
position that is reported on a line item  
on Form 5471 is a tax position taken on  
a return, even though an adjustment to  
that line item might not result in the  
payment of any additional tax.  
reasonably expected to apprise the IRS  
of the identity and nature of the issue  
underlying the tax position taken on the  
tax return.  
Example 6. Unit of account.  
Corporation A and Corporation B each  
have two individual research projects  
and each anticipates claiming a  
research and development credit arising  
out of their projects. Corporation A  
chooses each individual research  
project as the unit of account for GAAP  
financial reporting purposes, since the  
corporation accumulates information for  
the tax return about the projects at the  
project level and expects the IRS to  
address the issues during an  
A single decision about how to report  
an item of income, gain, loss, deduction,  
or credit may affect line items in multiple  
years’ returns. If so, that decision can  
result in a tax position taken on each  
affected year’s return. For example, a  
decision to amortize an expense rather  
than currently deduct that expense, or a  
decision to currently deduct rather than  
Corporation C was included.  
Tax benefit recognized based on ex-  
pectation to litigate. A corporation  
must report on Schedule UTP a tax  
position taken on its return for which an  
income tax benefit was recorded if the  
examination of each project separately.  
Instructions for Schedule UTP (Form 1120)  
-3-  
 
Corporation B determines that the  
appropriate unit of account for GAAP  
financial reporting purposes is the  
functional expenditures, based on the  
amount of its expenditures, the  
Form 8275 or Form 8275-R need not be 2019. The corporation recognized the  
filed to avoid certain accuracy-related  
penalties with respect to that tax  
position.  
tax benefits for the positions taken in tax  
years 2020 through 2023. The  
corporation has taken a tax position in  
each of the 5 tax years because, on  
each year’s tax return, there would be  
an adjustment to a line item on that  
return if the position taken in that year’s  
return is not sustained. The tax position  
taken in the 2019 tax year must be  
reported on Part I of Schedule UTP filed  
with the 2019 tax return. None of the  
2020 to 2023 tax positions must be  
reported on Schedule UTP because the  
corporation recognized the tax benefits  
with respect to those tax positions.  
For tax positions contrary to a rule  
otherwise reportable on Form 8275, you  
must identify the statutory provision on  
Schedule UTP, Parts I and II, in column  
(b); and the revenue ruling, revenue  
procedure, or other guidance in column  
(c). For tax positions contrary to a  
anticipated credits to be claimed, its  
previous experience, and the advice of  
its tax advisors. Based on the unit of  
account used for financial reporting  
purposes, Corporation A must use each  
project as its unit of account for  
Schedule UTP reporting, and  
regulation otherwise reportable on Form  
8275-R, you must identify the statutory  
provision on Schedule UTP, Parts I and  
II, column (b); and enter the full  
Corporation B must use functional  
expenditures as its unit of account for  
Schedule UTP reporting, regarding the  
research and development credit.  
regulation citation in column (d) (see  
Specific Instructions, later). For all tax  
positions otherwise reportable on Form  
8275 or Form 8275-R, the concise  
description of UTPs on Schedule UTP,  
Part III must include all the information  
required under those forms.  
Example 8. Multiple year  
Ranking Tax Positions by Size  
positions. A corporation incurred an  
expenditure in 2018 and took the  
The corporation must rank by size each  
tax position listed in Parts I and II. See  
the instructions for Part I, column (h),  
regarding coding to be used to rank the  
corporation’s tax positions.  
position that the expenditure may be  
amortized over 15 years beginning on  
its 2018 tax return. During the course of  
reviewing its tax positions for purposes  
of evaluating tax benefit recognition for  
U.S. federal income taxes for its 2018  
audited financial statements, the  
Failure to provide a complete  
Size. The size of each tax position is  
determined on an annual basis and is  
the amount of unrecognized U.S.  
and accurate disclosure of the  
!
CAUTION  
tax position on Schedule UTP  
will not satisfy the section 6662  
adequate disclosure requirements for  
Form 8275, 8275-R, or tax positions  
reported on Schedule UTP.  
federal income tax benefits recorded for  
that position. If an unrecognized tax  
benefit is recorded for multiple tax  
positions, then a reasonable allocation  
of that unrecognized tax benefit among  
the tax positions to which it relates must  
corporation determined that it was  
uncertain whether any deduction or  
amortization of this expenditure is  
allowable. In the 2018 audited financial  
statements, the corporation recorded a  
liability for unrecognized tax benefits  
with respect to the amortization  
Amended Returns  
be made in determining the size of each A complete and accurate disclosure of a  
tax position.  
tax position on Schedule UTP, Form  
8275, or Form 8275-R must be included  
in an amended return that is filed to  
claim the benefit of the tax positions  
reported on these disclosure forms. If an  
amended return is filed to carryover  
attributes such as net operating losses  
or tax credits arising from tax positions  
reported in prior filings, the disclosure  
forms do not need to be completed.  
Instead, attach a statement to the  
amended return that identifies each tax  
position, the amount, the nature of the  
disclosure, the form used to report the  
disclosure, and the tax year in which the  
tax position originates.  
deduction to be claimed in each tax  
year. The corporation has taken a tax  
position in each of the 15 tax years  
because on each year’s tax return there  
would be an adjustment to a line item on  
that return if the position taken in that  
year is not sustained. The corporation  
reported the 2018 tax position on Part I  
of Schedule UTP for the 2018 tax year.  
In addition, the tax position to be taken  
in each of the 2019 to 2032 tax years  
must be reported on Part I of the  
If an amount of interest or penalties  
relating to a tax position is not identified  
in the books and records as being  
associated with that position, then that  
amount of interest and penalties is not  
included in the size of a tax position  
used to rank that position or compute  
whether the position is a major tax  
position.  
Expectation to litigate. Do not  
determine a size for positions listed  
because of an expectation to litigate.  
See the instructions for Parts I and II,  
column (h), regarding ranking of these  
positions.  
Schedule UTP filed with the tax return  
for the respective tax year in which the  
tax position was taken. The result would  
be the same if, instead of recording the  
liability for unrecognized tax benefits in  
2018 for all of the tax positions taken in  
each of the 15 years, the corporation  
records a liability for unrecognized tax  
benefits in each year that specifically  
relates to the tax position taken on the  
return for that year.  
Example 9. Transition rule. The  
facts are the same as in Example 8  
except that the corporation incurred the  
expenditure and recorded the liability for  
unrecognized tax benefits in 2009. The  
corporation has taken a tax position in  
each of the 15 tax years (2009 through  
2023) because on each year’s tax return  
there would be an adjustment to a line  
item on that return if the position taken  
Comprehensive Examples  
Affiliated groups. The determination  
of the size of a tax position taken on a  
tax return by an affiliated group filing a  
consolidated return is to be determined  
at the affiliated group level for all  
Example 7. Multiple year  
positions. A corporation incurred an  
expenditure in 2019 and claimed the  
entire amount as a deduction on its  
2019 return. During the course of  
reviewing its tax positions for purposes  
of evaluating whether to recognize a  
benefit for uncertain tax positions for  
U.S. federal income taxes for its 2019  
audited financial statements, the  
members of the affiliated group.  
Coordination With Other  
Reporting Requirements  
A complete and accurate disclosure of a  
tax position on the appropriate year’s  
Schedule UTP will be treated as if the  
corporation filed a Form 8275,  
corporation determined it was uncertain  
whether the expenditure should instead  
be amortized over 5 years and records  
a liability for unrecognized tax benefits  
with respect to the position taken in  
Disclosure Statement, or Form 8275-R,  
Regulation Disclosure Statement,  
regarding the tax position. A separate  
Instructions for Schedule UTP (Form 1120)  
-4-  
       
in that year is not sustained. However,  
the corporation was not required to  
report the tax position taken in the 2009  
tax year because it was taken in a tax  
year beginning before January 1, 2010.  
The corporation reports the tax position  
taken in each of the 2010 to 2023 tax  
years on Part I of the Schedule UTP  
filed with its tax return for the respective  
Example 12. Corporate merger.  
On June 30, 2022, MergerCo merges  
into AcquiringCo, in a transaction in  
which AcquiringCo survives.  
Column (b). Primary IRC Sections  
Provide the primary IRC sections (up to  
three) relating to the tax position. Enter  
one primary IRC section in each box (for  
example, “61,” “108,” “263A,” etc.). Do  
not include descriptive references or  
any other text such as “IRC,” “Section,”  
or “IRC Sec.” Beneath each primary IRC  
section, you may enter the applicable  
IRC subsections (for example, (f)(2)(A)  
(ii)), using the preprinted parentheses. If  
there are more than four subsection  
components, list only the first four.  
MergerCo's tax year ends on that date.  
After the merger, AcquiringCo records  
an unrecognized tax benefit with  
respect to a tax position that is taken on  
MergerCo's final return in its audited  
tax year in which the position was taken. financial statements. That tax position  
must be reported on Part I of the  
Example 10. Creation and use of  
Schedule UTP filed with MergerCo's  
net operating loss (NOL). A  
2022 tax return even though the  
corporation incurred a $50 expenditure  
unrecognized tax benefit was recorded  
in 2018 and claimed the entire amount  
by AcquiringCo. AcquiringCo should not  
as a deduction on its 2018 tax return.  
report the tax position on the  
The deduction increases the  
Column (c). Rev. Rul. (RR), Rev.  
Proc. (RP), etc.  
Schedule UTP filed with its 2022 tax  
corporation’s NOL carryforward from  
return because MergerCo's final return  
$100 to $150. The corporation used the  
is a prior year tax return on which the tax  
entire $150 NOL carryforward on its  
If you are disclosing a tax position  
contrary to a rule (such as a statutory  
provision or IRS Revenue Ruling)  
otherwise reportable on Form 8275, you  
must identify the rule in column (c).  
Enter the authoritative source using the  
abbreviation listed below and the  
position was reported.  
2019 tax return. Claiming the $50  
deduction in 2018 is a tax position taken  
in the 2018 tax year because the  
Specific Instructions  
position would result in an adjustment to  
a line item on the 2018 tax return if the  
Part I. Uncertain Tax  
position is not sustained. The deduction  
Positions for the Current  
in 2019 of the NOL carried forward from  
applicable numeric reference. Do not  
include a space between the letters and  
numbers (for example, “RR2021–02”).  
Tax Year  
2018 is a tax position taken on the 2019  
tax return, because the position would  
When To Complete Part I  
Complete Part I to report tax positions  
taken by the corporation on its current  
tax return.  
result in an adjustment to a line item on  
the 2019 tax return if the position is not  
sustained. The corporation recorded a  
liability for unrecognized tax benefits  
with respect to its 2018 tax position in its  
2018 audited financial statements.  
Because the corporation recorded a  
liability for an unrecognized tax benefit  
with respect to the tax position taken in  
2018, it reported the 2018 tax position  
on the Schedule UTP filed with its 2018  
tax return. Even though it reported the  
tax position in its 2018 tax return, the  
corporation should also report the 2019  
tax position on the Schedule UTP filed  
with its tax return for the 2019 tax year  
because the deduction of the NOL  
carried forward from 2018 is a tax  
position taken on the 2019 tax return  
that would result in an adjustment to a  
line item on the 2019 tax return if the  
position is not sustained.  
Abbreviation  
RP  
RR  
NOT  
CT  
Authoritative Source  
Revenue Procedure  
Revenue Ruling  
Notice  
Information From Related Parties  
Court Decision  
Check the box at the top of Part I if the  
corporation was unable to obtain  
sufficient information from one or more  
related parties and was therefore unable  
to determine whether a tax position  
taken on its current year’s tax return is  
required to be reported in Part I of this  
schedule.  
Column (d). Regulation Section  
If you are disclosing a tax position  
contrary to a Treasury regulation  
otherwise reportable on Form 8275-R,  
enter the regulation section in the box  
(for example, “1.482-7”). In the  
preprinted parentheses beneath each  
regulation section number, enter all  
designations of smaller units (lettered or  
numbered subsections, paragraphs,  
subparagraphs, and clauses) to which  
the contrary position relates (for  
example, “(d)(1)(iii)”).  
Column (a). UTP No.  
Enter a number in column (a) for each  
tax position reported. The UTP numbers  
on Part I, column (a), include a  
preprinted “C” prefix to indicate that they  
are positions for the current tax year. A  
corresponding UTP number with the  
letter “C” prefix will be used on Part III  
for reporting the description of the tax  
position. Begin with the number 1, do  
not skip any whole numbers, do not  
enter extraneous characters, and do not  
duplicate any numbers (for example,  
C1, C2, C3, where the letters “C” are  
preprinted on the schedule and the  
numbers are entered). Each tax position  
taken on a return is considered a  
Example 11. Amended return. A  
corporation takes a tax position that  
generates excess foreign tax credits  
(FTC) for the 2022 tax year. The tax  
position is reported on Part I, No. C1, of  
the Schedule UTP attached to the  
corporation's 2022 tax return. The  
corporation files Form 1120X for tax  
year 2021 to claim the benefits of the  
unused credits on its 2021 tax return.  
The corporation should attach a  
statement to the 2021 amended return  
indicating that the FTC carryback arose  
from the tax position disclosed in tax  
year 2022, Schedule UTP, Part I, UTP  
No. C1.  
Column (e). Timing Codes  
Check “T” for temporary differences, “P”  
for permanent differences, or check  
both “T” and “P” for a tax position that  
creates both a temporary and  
permanent difference. Categorization as  
a temporary difference, permanent  
difference, or both must be consistent  
with the accounting standards used to  
prepare the audited financial  
separate UTP. Do not group or combine  
multiple tax positions together.  
statements.  
Instructions for Schedule UTP (Form 1120)  
-5-  
 
Enter “T1” for the transfer pricing  
position, “G2” for the expectation to  
for prior tax years. A corresponding UTP  
number with a letter “P” prefix will be  
Column (f). Pass-Through Entity  
EIN  
litigate position, and “G3” for the second used on Part III for reporting the  
other tax position.  
description of the tax position. Do not  
skip any whole numbers, do not enter  
extraneous characters, and do not  
duplicate any numbers (for example,  
P4, P5, P6, where the letters “P” are  
preprinted on the schedule and the  
numbers are entered). Each tax position  
taken on a return is considered a  
separate UTP. Do not group or combine  
multiple tax positions together.  
If the tax position taken by the  
corporation relates to a tax position of a  
pass-through entity, enter the employer  
identification number (EIN) of the  
Columns (i) Through (k)  
pass-through entity to which the tax  
position relates. For example, if the  
corporation is a partner in a partnership  
and the tax position involves the  
Identify the location of the tax position  
and amount of the income tax benefits  
(see the definition of size earlier)  
reported on the tax return. Enter the  
form number or schedule and the line  
number in columns (i) and (j) and the  
amount of the item in column (k). For an  
expense item, report in column (k) the  
amount reported on the line of the form,  
schedule, or attached statement that  
includes the tax position taken.  
partner’s distributive share of an item of  
income, gain, loss, deduction, or credit  
of the partnership, enter the EIN of the  
partnership. A pass-through entity is any  
entity listed in section 1(h)(10). If the tax  
position is not related to a tax position of  
a pass-through entity, leave this blank.  
Enter “F” if the pass-through entity is a  
foreign entity that does not have an EIN.  
Column (b). Primary IRC Sections  
See the instructions for Part I, column  
(b).  
If the tax position relates to an item of  
deferred income or unearned revenue,  
report in columns (i) and (j) the schedule  
or form and line number where the item  
is reported (for example, Sch. M-3,  
line 20, or Sch. L, line 21). Report in  
column (k) the amount reported on the  
line of the form, schedule, or attached  
statement that includes the tax position  
taken.  
Column (c). Rev. Rule, Rev. Proc.,  
etc.  
Column (g). Major Tax Position  
(Item or Groups of Items)  
See the instructions for Part I, column  
(c).  
Check this box if the relative size of the  
tax position is greater than or equal to  
0.10 (10%). The relative size of a tax  
position is the amount computed by  
dividing the size of that position by the  
sum of all of the sizes for all of the tax  
positions listed on Parts I and II.  
Disregard expectation to litigate  
positions for column (g) purposes.  
Round amounts using rules similar to  
the rules in the Instructions for Form  
1120 (or the instructions for the  
applicable tax return) for rounding dollar  
amounts.  
Column (d). Regulation Section  
See the instructions for Part I, column  
(d).  
Part II. Uncertain Tax  
Positions for Prior Tax  
Years  
Column (e). Timing Codes  
See the instructions for Part I, column  
(e).  
When To Complete Part II  
Complete Part II to report tax positions  
taken by the corporation in a prior tax  
year that have not been reported on a  
Schedule UTP filed with a prior year’s  
tax return. Do not report a tax position  
taken in a tax year beginning before  
January 1, 2010. See Transition rule  
Column (f). Pass-Through Entity  
EIN  
See the instructions for Part I, column  
(f).  
Column (h). Ranking of Tax  
Position  
Column (g). Major Tax Position  
Enter a letter and a ranking number for  
each tax position. Use the letter T for  
transfer pricing positions and the letter  
G for all other tax positions.  
See the instructions for Part I, column  
(g).  
Information From Related Parties  
Rank all tax positions in Parts I and II  
together, regardless of type. Include  
amounts of deferred income in  
Column (h). Ranking of Tax  
Position  
Check the box at the top of Part II if the  
corporation was unable to obtain  
sufficient information from one or more  
related parties and was therefore unable  
to determine whether a tax position  
taken on its prior year's tax return is  
required to be reported in Part II of this  
schedule.  
determining the ranking of tax positions.  
Starting with the largest size, assign the  
number 1 to the largest, the number 2 to  
the next largest, and so on, in order.  
This number is the ranking number for  
the tax position. Expectation to litigate  
positions may be assigned any ranking  
number.  
See the instructions for Part I, column  
(h).  
Columns (i) Through (k)  
See the instructions for Part I, columns  
(i) through (k).  
Column (a). UTP No.  
For example, the corporation has one Continue the numeric sequence based  
Column (l). Year of Tax Position  
transfer pricing tax position and two  
other tax positions. The transfer pricing  
position is the largest and one of the  
other tax positions is an expectation to  
litigate position. The expectation to  
litigate position is assigned a rank of 2.  
on the last UTP number entered on Part  
I. For example, if the last UTP listed on  
Part I is 3, enter 4 for the first UTP listed  
in Part II. The UTP numbers on Part II,  
column (a), include a preprinted “P”  
prefix to indicate that they are positions  
List the prior tax year in which the tax  
position was taken and the last month  
and day of that tax year, using a six-digit  
number. For example, enter 202212 for  
tax years ending December 31, 2022,  
Instructions for Schedule UTP (Form 1120)  
-6-  
and 202209 for tax years ending  
September 30, 2022.  
“Available upon request” is not an  
adequate description.  
A concise description should not  
include an assessment of the hazards of  
a tax position or an analysis of the  
support for or against the tax position.  
Facts. The corporation is a member  
of Venture LLC, which is treated as a  
U.S. partnership for tax purposes.  
During the tax year, Venture LLC raised  
funds through (i) admitting a new  
Part III. Concise  
Description of UTPs  
member for a cash contribution and (ii)  
borrowing funds from a financial  
When To Complete Part III  
institution, using a loan partially  
Part III must be completed for every tax  
position listed in Part I and Part II. Enter  
the corresponding UTP number from  
Part I, column (a) (for example, C1, C2,  
C3) or Part II, column (a) (for example,  
P4, P5, P6), related to the description.  
Examples of Concise Descriptions  
for Hypothetical Fact Patterns  
guaranteed by the corporation. Also  
during the tax year, Venture LLC made  
a cash distribution to the corporation  
that caused its membership interest in  
Venture LLC to be reduced from 25% to  
2%. The corporation has taken the  
position that the cash distribution is  
properly characterized as a nontaxable  
distribution that does not exceed its  
basis in its Venture LLC interest, but has  
established an unrecognized tax benefit  
for financial accounting purposes,  
recognizing that the transaction might  
be recharacterized as a taxable sale of  
a portion of its Venture LLC interest  
under section 707(a)(2).  
The following examples set out a  
description of hypothetical facts and the  
uncertainties about a tax position that  
would be reportable on Schedule UTP.  
Following each set of hypothetical facts,  
which would not be disclosed on the  
schedule, are examples of insufficient  
and sufficient disclosures. In each  
hypothetical example, the sufficient  
description would be reported in Part III  
to disclose that hypothetical case.  
Concise description. For  
Schedule UTP to be considered  
complete, the corporation must include  
a description of the relevant facts  
affecting the tax treatment of the  
position and information that can  
reasonably be expected to apprise the  
IRS of the identity of the tax position,  
and the nature of the issue for which the  
tax position is being disclosed.  
Example 13. Allocation of costs  
between uncompleted and  
completed acquisitions.  
A “description of the relevant facts  
affecting the tax treatment of the  
position” should include all information  
pertaining to the nature of the  
Insufficient disclosure. The  
corporation received a nontaxable cash  
distribution during the tax year.  
Facts. The corporation investigated  
and negotiated several potential  
business acquisitions during the tax  
year. One of the transactions was  
completed during the tax year, but all  
other negotiations failed and the other  
potential transactions were abandoned  
during the tax year. The corporation  
deducted costs of investigating and  
partially negotiating potential business  
acquisitions that were not completed  
and capitalized costs allocable to one  
business acquisition that was  
uncertainty related to the tax position.  
For example, if a corporation's tax  
position is to claim a current year  
deduction for the cost of fixing the roof  
of a building, the description should  
indicate why it was determined that the  
work was performed to keep the asset  
in normal operating condition and why  
the costs do not improve or extend the  
useful life of the asset.  
Sufficient concise description.  
The corporation is a member of Venture  
LLC, which is treated as a U.S.  
partnership for tax purposes. The  
corporation received a cash distribution  
during the year from Venture LLC. The  
issue is the potential application of  
section 707(a)(2) to recharacterize the  
distribution as a sale of a portion of the  
corporation's Venture LLC interest.  
The “identity of the tax position”  
should provide information that further  
defines the primary IRC section(s), rule,  
or regulation section listed in Parts I and  
II of Schedule UTP, such as the  
Example 15. Qualified Research  
completed. The corporation established  
an unrecognized tax benefit for financial  
accounting purposes in recognition of  
the possibility that the amount of costs  
allocated to the uncompleted acquisition  
attempts was excessive.  
expenditures.  
Facts. The company incurred  
in-house expenses for researching and  
developing new product line X. An  
analysis was performed to determine  
which of the activities performed by the  
company's employees constituted  
qualified services related to this new  
product line. The company claimed  
qualified research expenses for services  
performed in the new product  
identification of a 15-year depreciable  
life assigned to land improvement  
assets under section 168 or indicating  
that a request has been filed in  
Insufficient disclosure. The  
corporation incurred costs during the tax  
year for investigating business  
acquisitions.  
accordance with Rev. Rul. 90-38 to  
change from an erroneous method of  
accounting for advanced payments.  
Sufficient concise description.  
The corporation incurred costs of  
completing one business acquisition  
and also incurred costs investigating  
and partially negotiating potential  
business acquisitions that were not  
completed. The costs were allocated  
between the completed and  
Information concerning “the nature of  
the issue for which the tax position is  
being disclosed” can include a factual  
description of the legal issues  
engineering and manufacturing  
departments, as well as certain other  
departments that directly support these  
departments. The corporation  
presented. It should identify, for  
established an unrecognized tax benefit  
for financial accounting purposes in  
recognition of the possibility that some  
of these costs may not meet the  
definition of qualified research  
example, the specific entity, country, or  
transaction to which the tax position  
relates, the character of income, the  
type of expense or credit, the  
uncompleted acquisitions. The issue is  
whether the allocation of costs between  
uncompleted acquisitions and the  
completed acquisition is appropriate.  
Example 14. Recharacterization of  
distribution as a sale.  
relationship of the tax position to other  
assets or activities, and whether the  
uncertainty relates to computational  
issues, substantiation issues, sampling  
methodologies, or legal interpretation.  
Stating that a concise description is  
expenditures.  
Insufficient disclosure. The  
corporation incurred research  
expenditures and claimed a credit for  
increasing research activities.  
Instructions for Schedule UTP (Form 1120)  
-7-  
 
Sufficient concise description.  
The corporation incurred costs for the  
research and development of new  
product line X. The company performed  
surveys and conducted interviews with  
the new product engineering,  
Region A pursuant to a license of  
technology and marketing intangibles  
from its publicly traded U.S. parent  
Insufficient disclosure The  
taxpayer has a licensing agreement with  
a foreign subsidiary that is supported by  
corporation. The amount of the royalties a transfer pricing study.  
paid for the use of the U.S. parent  
Sufficient concise description.  
corporation's technology and marketing  
intangibles was determined based on a  
transfer pricing study. For financial  
accounting purposes, the U.S. parent  
corporation established an  
Pursuant to a licensing agreement,  
taxpayer transferred technology and  
marketing intangibles for the  
manufacturing, and support department  
employees in order to determine the  
qualifying in-house research  
manufacturing and sale of Product Z in  
Region A to its Country Y subsidiary.  
The issue is whether the amount of  
taxpayer's royalty income for the Region  
A technology and marketing intangibles  
for Product Z will be increased pursuant  
to section 482, thereby increasing its  
U.S. tax liability.  
expenditures. The issue is whether  
these in-house service costs meet the  
definition of qualified research  
unrecognized tax benefit in recognition  
of the possibility that the amount of the  
royalties would be subject to an  
adjustment under section 482  
expenditures.  
Example 16. Transfer pricing.  
increasing its U.S. tax liability.  
Facts. A Country Y corporation  
manufactures and sells Product Z in  
Instructions for Schedule UTP (Form 1120)  
-8-