8883

Asset Allocation Statement Under Section 338

Agency
IRS
Revision
Rev. October 2017
Fillable fields
77
Pages
2
Official source
IRS form page
Checked
October 21, 2026
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Page 1 of form 8883

Form 8883: Asset Allocation Statement Under Section 338

Form 8883 is the Asset Allocation Statement Under Section 338. The IRS says it is used to report information about transactions involving the deemed sale of corporate assets under section 338, including information previously reported on Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases.

The instructions explain that when a section 338 election is made for a qualified purchase of stock of a target corporation, the old target is deemed to sell its assets to a new corporation, the new target, at the close of the acquisition date. Form 8023 makes the election, and Form 8883 supplies the information relevant to it. The instructions say that for both section 338(g) and section 338(h)(10) elections, the old target and the new target each file Form 8883 with an income tax return.

The form reports the stock price, costs, liabilities and the allocation of the deemed sale price across seven asset classes. You can fill out the PDF free in your browser on this page and download it without an account.

What's on Form 8883

Part I: Filer's Identifying Information

Name and identifying number as shown on the return, a box for old target or new target, and whether a valid and timely Form 8023 was filed, with the date.

Part II: Other Party's Identifying Information

Name, identifying number and address of the other party to the transaction.

Part III: Target Corporation's Identifying Information

Name and address, employer identification number and state or country of incorporation. The instructions say it is completed when Part I does not already identify the target.

Part IV: General Information

Acquisition date, the percentage of stock purchased, stock price, acquisition or selling costs, target liabilities and AGUB or ADSP on lines 4a to 5d, then yes or no questions on lines 6 to 8g about affiliated groups and foreign status.

Part V: Original Statement of Assets Transferred

Line 9 lists Class I to Class V and Class VI and VII assets, each with its aggregate fair market value and its allocation of AGUB or ADSP, plus a total.

Part VI: Supplemental Statement of Assets Transferred

Lines 10 to 12 cover an increase or decrease in AGUB or ADSP after the original statement: the earlier return, the previous and redetermined allocations by class, and the reasons.

How to fill out Form 8883

  1. 1

    Lines 1a to 1d

    Enter the name as shown on the income tax return and the corporation's EIN. The instructions say an individual U.S. shareholder filing for a foreign target enters an SSN. Check old target or new target and answer the Form 8023 question.

  2. 2

    Parts II and III

    Identify the taxpayer that files the return for the other side of the transaction, or the common parent of its consolidated group. For a CFC that files no U.S. return, the instructions point to the U.S. shareholder owning the largest interest.

  3. 3

    Lines 5a to 5d

    Line 5a is the consideration paid for the recently purchased target stock. Line 5b is acquisition costs for the new target or selling costs for the old target. Line 5c is target liabilities. Line 5d is AGUB for the new target or ADSP for the old target.

  4. 4

    Line 9 allocation

    The instructions say to use the residual method: reduce the consideration by Class I assets, allocate the rest to Classes II to VI in that order in proportion to fair market value, then to Class VII. Classes VI and VII are entered combined.

  5. 5

    Part VI for later changes

    For each year AGUB or ADSP increases or decreases, complete Parts I to IV and VI on a new Form 8883. Enter on line 10 the tax year and return form number of the earlier filing, and give the reasons on line 12.

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Where it goes, timing and penalties

Attach it to a return

The form says to attach it to your income tax return. The instructions say to generally attach it to the return on which the effects of the section 338 deemed sale and purchase of the target's assets are reported.

Form 8023 first

The instructions say to file Form 8023 on time even if not all the information for Form 8883 is available yet.

One form per target

Even when one Form 8023 covers several targets with the same acquisition date and affiliated group, the instructions say to file a separate Form 8883 for each target corporation.

Penalties

The instructions say a filer that does not file a correct Form 8883 by the due date of the return and cannot show reasonable cause may be subject to penalties under sections 6721 through 6724.

Not to the comments address

The instructions say not to send Form 8883 to the Tax Forms and Publications Division address given for comments.

Related forms

Who files Form 8883?

  • Old target corporations

    The corporation deemed to sell its assets reports the sale. For a section 338(h)(10) election for an S corporation target, the instructions say to attach the form to Form 1120-S.

  • New target corporations

    The new target attaches the form to its first return, or to the consolidated return that includes the day after the acquisition date if it is then in a consolidated group.

  • Consolidated groups

    A common parent old target attaches it to its final consolidated return ending on the acquisition date. A selling group member making a section 338(h)(10) election uses the selling group's consolidated return.

  • Parties to a foreign target

    For a section 338(g) election on a foreign target that needs Form 5471, the seller or U.S. shareholder attaches a copy to the last Form 5471 for the old target, and the purchaser to the first one for the new target.

  • Any affected party after a price change

    If the amount allocated to any asset rises or falls after the year of the sale, the instructions say any affected party completes a supplemental Form 8883.

The instructions say that for elections under sections 338(g) and 338(h)(10), both the old target and the new target file Form 8883. It is attached to a return, not sent to a separate office.

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Questions about Form 8883

What is the difference between Form 8023 and Form 8883?

The instructions say Form 8023 is used to make an election under section 338, and Form 8883 is filed to supply information relevant to that election.

Do both the buyer and the seller side file Form 8883?

The instructions say that for elections under sections 338(g) and 338(h)(10), both the old target and the new target file Form 8883.

What are AGUB and ADSP on line 5d?

AGUB, the adjusted grossed-up basis, is the amount for which the new target is deemed to have purchased all of its assets. ADSP, the aggregate deemed sales price, is the amount for which the old target is deemed to have sold them.

What are the asset classes on line 9?

The instructions define seven classes, from Class I, cash and general deposit accounts, to Class VII, goodwill and going concern value. Classes VI and VII are reported together on the form.

What if the allocation changes after the year of sale?

The instructions say any affected party completes Parts I to IV and VI of Form 8883 and attaches it to the return for the year the increase or decrease is taken into account.

Where is Form 8883 filed?

The form says to attach it to your income tax return, and the instructions name the return for each case. For certain foreign targets a copy also goes with Form 5471.