1120-F Schedule M- Reconciliation of Income (Loss) and Analysis of Unapprop

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TREASURY/IRS AND OMB USE ONLY DRAFT
Reconciliation of Income (Loss) and Analysis of
Unappropriated Retained Earnings per Books

SCHEDULES M-1 and M-2

(Form 1120-F)

(Rev. December 2025)
Department of the Treasury
Internal Revenue Service
Name of corporation

Schedule M-1

Employer identification number

Reconciliation of Income (Loss) per Books With Income per Return
Note: The corporation may be required to file Schedule M-3 (see instructions).

1
2
3
4

Net income (loss) per books . . . . .
Federal income tax per books . . . .
Excess of capital losses over capital gains
Income subject to tax not recorded on
books this year (itemize):

5

Expenses recorded on books this year not
deducted on this return (itemize):

7

Income recorded on books this year
not included on this return (itemize):
a Tax-exempt interest
b Other (itemize):

6

Depreciation . . . .
Charitable contributions
Travel and entertainment
Other (itemize):
Add lines 1 through 5 .

Schedule M-2
1
2
3

4

Deductions on this return not charged
against book income this year (itemize):
a Depreciation . . $
b Charitable contributions $
c Other (itemize):

$
$
$

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.

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$

9
10

Add lines 7 and 8 . . . .
Income—line 6 less line 9 .

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Analysis of Unappropriated Retained Earnings per Books

Balance at beginning of year
Net income (loss) per books .
Other increases (itemize):

Add lines 1, 2, and 3 .

.

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.
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.

Who Must File
Generally, any foreign corporation that is
required to complete Form 1120-F, Section
II, must complete Schedules M-1 and M-2
(Form 1120-F). However, the following
rules apply.
Do not complete Schedules M-1, M-2,
and M-3 if total assets at the end of the tax
year (Schedule L, line 17, column (d)) are
less than $25,000.
Complete Schedule M-3 in lieu of
Schedule M-1 if total assets at the end of
the tax year that are reportable on
Schedule L are $10 million or more.
A corporation filing Form 1120-F that is
not required to file Schedule M-3 may
voluntarily file Schedule M-3 instead of
Schedule M-1. See the Instructions for
Schedule M-3 (Form 1120-F) for more
information.
Foreign corporations that (a) are required
to file a Schedule M-3 (Form 1120-F) and
have less than $50 million in total assets at
the end of the tax year, or (b) are not
required to file a Schedule M-3 (Form
1120-F) and voluntarily file a Schedule M-3
(Form 1120-F) must either (1) complete
Schedule M-3 (Form 1120-F) entirely, or (2)
complete Schedule M-3 (Form 1120-F)
through Part I and complete Schedule M-1
instead of completing Parts II and III of

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5

6

Distributions: a Cash . .
b Stock . .
c Property .
Other decreases (itemize):

7
8

Add lines 5 and 6 . . . . . . .
Balance at end of year (line 4 less line 7)

Schedule M-3 (Form 1120-F). If the foreign
corporation chooses (2), then Schedule
M-1, line 1, must equal Schedule M-3
(Form 1120-F), Part I, line 11. See the
Instructions for Schedule M-3 (Form
1120-F) for more information.
Note: If Schedule M-3 is completed in lieu
of Schedule M-1, the corporation is still
required to complete Schedule M-2.

Specific Instructions
Schedule M-1
Line 1. Net income (loss) per books. The
foreign corporation must report on line 1 of
Schedule M-1 the net income (loss) per the
set(s) of books taken into account on
Schedule L.
Line 5c. Travel and entertainment
expenses. Include any of the following.
• Entertainment expenses not deductible
under section 274(a).
• Meal expenses not deductible under
section 274(n).
• Meal and facility expenses not deductible
under section 274(o).
• Expenses for the use of an entertainment
facility.
• The part of business gifts over $25.

For Paperwork Reduction Act Notice, see the Instructions for Form 1120-F. Cat. No. 49678K

• Expenses of an individual over $2,000
that are allocable to conventions on cruise
ships.
• Employee achievement awards of nontangible property or of tangible property if
the value is over $400 ($1,600 if part of a
qualified plan).
• The part of luxury water travel expenses
not deductible under section 274(m).
• Expenses for travel as a form of
education.
• Other nondeductible travel and
entertainment expenses.
Line 7a. Tax-exempt interest. Report any
tax-exempt interest received or accrued,
including any exempt-interest dividends
received as a shareholder in a mutual fund
or other regulated investment company.
Also report this same amount in item P on
page 2 of Form 1120-F.

Schedule M-2
Line 1. Beginning balance of
unappropriated retained earnings. Enter
the beginning balance of unappropriated
retained earnings per the set(s) of books
taken into account on Schedule L.
Note: For additional information for
Schedule M-2 reporting, see the
Instructions for Schedule M-3 (Form
1120-F).

Schedules M-1 and M-2 (Form 1120-F) (Rev. 12-2025) Created 9/24/25

DRAFT — DO NOT FILE

DRAFT — DO NOT FILE

8

a
b
c
d

OMB No. 1545-0123

Attach to Form 1120-F.
Go to www.irs.gov/Form1120F for the latest information.