Specific Instructions

All form fields appearing with a red outline on the fillable PDF form are mandatory fields. If these fields are not properly completed, the form may not be accepted for further processing. Complete all appropriate lines and the signature block information (Partnership Representative/ Designated Individual information and signature).

Name fields : Do not enter double blank spaces or punctuation.

TIN (Taxpayer Identification Number) fields:

• For TIN fields which can be either an Employer Identification Number (EIN) or Social Security Number (SSN), be sure to enter a dash

when entering an EIN (Example: XX-XXXXXXX), and two dashes when entering an SSN (Example: XXX_XX-XXXX).

• For fields that stipulate an EIN or SSN, you do not need to enter the dashes, as the fillable form will appropriately format the number and

automatically include the dash/dashes.

U.S. Zip Code fields : U.S. Zip Code fields should be entered as either 5 or 9 numeric digits, no dashes. The fillable form will automatically include a dash if 9 numeric digits are entered.

Date fields : Use the drop-down calendar on the field to select the date when available. All dates must be in the following format: MM/DD/YYYY

Audit control number . Enter the 10-digit audit control number for the partnership requesting modification. This number is located on the notice of proposed partnership adjustment (NOPPA) received by the partnership and PR, which includes Letter 5892/5892-A and Form 14792. If Form 8980 is being attached to an AAR, leave blank.

Partnership Information Line 1 – Name . Enter the full name of the source partnership.

Line 2 – Taxpayer ID Number (TIN) . Enter the partnership’s Taxpayer Identification Number without dashes.

Line 3 – Tax Year Ended . Using the drop-down calendar, select the date that is the last day of the partnership’s tax year for the reviewed year. The date must be entered in the following format: MM/DD/YYYY. For example, a partnership requesting modification for a reviewed year that is calendar year 2022 would select or enter: 12/31/2022.

Line 4 – Type of address . Check the appropriate box to indicate whether the partnership’s address is either a domestic (U.S.) address or foreign address. Once the appropriate box is checked, the relevant address fields will be visible for completion.

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Lines 5 – Address . After checking the appropriate type of address on Line 4, complete Lines 5.

• For a domestic address, complete Lines 5a through 5d with the full address of the partnership. Be sure to use the drop-down menu choice

for Line 5c (State). All fields are required.

• For a foreign address, complete Lines 5a through 5e with the full foreign address. Be sure to use the drop-down menu choice for Line 5d

(Country code). All fields are required.

Partnership Representative (PR) Information Line 1 – Type of partnership representative . Check the appropriate box to indicate whether the partnership representative is an entity or individual. Once the appropriate box is checked, the relevant fields will be visible for completion.

Line 2 and 3 – Name and Taxpayer ID Number (TIN) of PR . If the partnership representative is an individual, enter the full name of the individual’s full name and TIN. If the partnership representative is an entity, enter the name of the entity and its TIN, and complete the numbered lines under the “Designated Individual (DI) Information (if PR is an Entity).” Section.

Lines 4a through 4d – Street Address, City or town, State, and ZIP code . Include the full address of the partnership representative

Designated Individual (DI) Information (if PR is an entity) This section only needs to be completed if the partnership representative is an entity.

Lines 1 and Line 2 – Name and TIN of Designated Individual . If the partnership representative is an entity, enter the full name of the Designated Individual on lines 1a through 1c. Enter the Designated Individual’s Taxpayer ID Number (TIN) on line 2.

Lines 3a through 3d – Street Address, City or town, State, and ZIP code . Include the full address of the Designated Individual.

Which Parts of Form 8980 Need to Be Completed For all Form 8980 submissions (whether “Original”, “Corrected”, “Supplemental”, or “Supporting Documents”) complete Items A through C, the applicable Parts of Item E (depending on the modifications requested), and Item F.

Item A – Modification Submission Type Check the appropriate box for the type of Form 8980 being submitted. This is a required feld . One check box must be selected:

- Original Form 8980 - Check this box if this is the first modification request being submitted for the source partnership for the tax year. Note:

If an “Original Form 8980” was submitted electronically, but rejected, the Form 8980 when resubmitted should still be marked “Original Form 8980”;

• Supplemental Form 8980 which should be considered in addition to a previously submitted Form 8980 original request – Check this box if the

modification request being submitted is in addition to an “Original Form 8980” already submitted by the source partnership for the tax year.

• Corrected Form 8980 that should replace a Form 8980 previously submitted and electronically accepted – Check this box if the modification

request (Original and any Supplementals) was already submitted and accepted electronically, and now the previously accepted submission needs to be corrected. If a previously submitted Form 8980 was rejected electronically, then the next submission of Form 8980 should still be checked as an “Original Form 8980” and not a “Corrected Form 8980”. Caution : A “Corrected Form 8980” can only be submitted if an “Original Form 8980” has been submitted and its status is “Accepted”. A “Corrected Form 8980” replaces all prior Form 8980s submitted (Original and Supplemental) for the source partnership for the tax year. Therefore, a “Corrected Form 8980” must be submitted in entirety and be all- inclusive .

• Supporting documents only are being submitted to substantiate a previously submitted Form 8980 modification request – Check this

box if documents are being submitted which support an Original, Supplemental, or Corrected Form 8980 already submitted by the source partnership for the tax year.

• A Form 8980 attached to the filing of an Administrative Adjustment Request (AAR) . (Be sure to attach Form 8980 to the AAR when filed).

If the Form 8980 is not included with the AAR when filed, the modification will be denied.

Item B – Modification(s) Requested Check the box corresponding to the types of modifications being requested. This is a required section, therefore at least one check box must be selected. Check all boxes that apply. When a box is checked in this section, it enables the related Part (Part I through IX) of Item E to be unlocked for completion. Therefore, failure to check a box in this section for a particular type of modification will prevent the Item E part of the form from being completed properly. Also, if you’ve entered information in any section in error, you must remove all of the information entered before unchecking the relevant box in this section.

Note: For an AAR with modifications, the following types of modification are not permitted to be applied: Partner modification amended returns; Partner alternative procedure, and closing agreements. For further information regarding each type of modification, see the instructions for Item E – Modifications Requested.

Item C – Source Partnership Structure, Ownership, and Allocations of Adjustments Relevant to Modification This is a required section of the form that must be completed in all cases (whether “Original”, “Corrected”, “Supplemental”, or “Supporting Documents” Form 8980) . Therefore, if a “Corrected”, “Supplemental”, “Supporting Documents” Form 8980 is being submitted, it is suggested that you start with a copy of the previously submitted Form 8980 to use as a starting point, and revise accordingly. This will lessen the amount of data entry needed on the Item C, Structure section. If no revisions or additions are needed to the Item C, Structure section for the ”Corrected”, “Supplemental”, or “Supporting Documents” Form 8980, then you can use the previously submitted Form 8980, Item C Structure section, as is, for the “Corrected”, “Supplemental”, or “Supporting Documents” Form 8980.

Use Item C to report the structure of the source partnership and the partners’ allocation of all proposed partnership adjustments relevant to the requested modifications. Be sure to review the “Basic Examples” and the “Comprehensive Example” and “Solution to Comprehensive Example” within the Item C Specific Instructions. The “Show Example” button at the Top of Form 8980, Item C, also shows the solution to the Comprehensive Example.

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Item C – General Instructions Before Completing Item C : Click on the “Show Example” button on Form 8980, Item C, to see an example of how Item C is completed). The example facts are included below in these instructions.

Source Partnership Structure: Tiers, Partners, and Ownership : This is a required section of the form . The applicable partners of the source partnership must be properly identified, along with their respective profit, loss and capital ownership percentages in the source partnership. For any relevant partner that is not a direct partner, it is important that all partners within the chain of ownership leading to a relevant partner be properly identified. If the partners are not properly identified (including correct name and TIN), it may cause Form 8980 to fail IRS TIN validation, causing the form to reject.

Allocation of Adjustments Relevant to Modification : This is a required section of the form . For each partnership adjustment relevant to the modification request, a table should be completed. For each table (representing one partnership adjustment), the following fields are required:

• IU type (in table header);

• Grouping (in table header);

• Subgrouping (in table header);

• Adjustment description (in column 9 header field);

• Total adjustment amount (in the field directly below the Adjustment description, and above Line 1). Note: For zero amount adjustments, do

not enter zero. Instead, enter the partnership adjustment amount underlying the zero adjustment for purposes of the imputed underpayment.

• TIN of Partner

• Relevant Partner’s allocation (column 13)

The rest of the table should detail how the total adjustment amount is allocated to the partners and relevant partners. The allocations pertaining to the relevant partners must be shown in column 13. The amounts that are listed in column 13 of each table should represent the allocations of all partnership adjustments from the source partnership which are relevant to the modifications requested. This information is necessary in order for the IRS to evaluate and approve the modifications requested in Item E. The failure to provide such information may result in the IRS’s denial, in whole or in part, of the source partnership’s requested modifications.

Important Tip: For an audited partnership, generally all adjustments (positive, negative, and zero) which were included on Form 14792 should be shown in this section, along with the allocations to the relevant partners, unless such allocation is not applicable to a requested modification type. Note: For zero amount adjustments, enter the allocations for the partnership adjustment amount underlying the zero adjustment (which is zero solely for purposes of the imputed underpayment). Adjustments treated as zero solely for purposes of the imputed underpayment calculation may not be excluded from the modification request.

Item C – Specific Instructions

Source Partnership Structure: Tiers, Partners, and Ownership. See the example below in these instructions, and click on the “Show Example” button on Form 8980, Item C, to see an example of how Item C is completed.

A. Total number of partners (direct and indirect) for the source partnership structure, ownership, and allocations of adjustments relevant to modification . This is a required feld . By entering the total number of partners, the form will populate with the necessary number of lines for completion of the structure table and the allocation of adjustments table(s) .

Note regarding the first line of the table : The first line of the table is reserved for the source partnership and therefore is not numbered. The fillable PDF will auto-populate the non-numbered source partnership line once the source partnership name and TIN are entered on Page 1, Partnership Information, Line 1 and Line 2.

After the non-numbered line for the source partnership, the following partners must be listed in the Source Partnership Structure: Tiers, Partners, and Ownership table:

• All direct partners of the source partnership; and

• All relevant partners of the source partnership (if not already included due to the partner also being a direct partner); and

• Any pass-through partner and disregarded entity in the chain of ownership between the relevant partners and the source partnership.

(See “Definitions” earlier in these instructions for the terms used above in order to properly identify the partners in Item C). Note: For a disregarded entity partner, the beneficial owner’s name and TIN should be entered in addition to the disregarded entity itself. See the “Comprehensive Example” for an example of how to report a disregarded entity and beneficial owner.

Note regarding partners that must be listed in the Item C structure table and allocations table(s): For Item C, not all of the partners in all tiers need to be listed in the Source Partnership Structure table and Allocation of Adjustments Relevant to Modification table(s) – Only direct partners, relevant partners (if not direct partners), and pass-through partners and disregarded entities in the chain of ownership between the relevant partners and the source partnership need to be listed. See the “Comprehensive Example” further down in these instructions which illustrates this point.

Note regarding the number of lines entered on Line A : If the number entered on Line A exceeds 999 partners, the form must be completed up through partner number 999. The structure information exceeding 999 partners should be included on schedules or statements attached to Form 8980. (The form will populate with “See attached” on row number 1,000) .

As a reminder : See the example below in these instructions, and click on the “Show Example” button on Form 8980, Item C, to see an example of how Item C is completed.

For all lines in the table after the first line for the source partnership (which will be populated automatically from page 1 information), use the following instructions:

Column (1): Source partnership (Tier 1) Direct Partners . For each direct partner to be identified in columns 3 through 5, enter “1” to indicate that the partner is a direct partner in tier 1 of the partnership’s structure. For all partners identified that are not a direct partner, leave column 1 blank.

Column (2): Tier Number (if not a direct partner) . For each indirect partner to be identified in columns 3 through 5, enter the tier number to indicate the tier of the source partnership’s structure that the indirect partner relates. (As a reminder: See the example below in these instructions, and click on the “Show Example” button on Form 8980, Item C, to see an example of how Item C is completed).

Column (3): Partner Name & Type of Partner . First check the box indicating whether the partner is an entity or individual partner. Once the box is checked to indicate the type of partner, the name fields will be visible for completion. This is a required checkbox . Once the type of partner checkbox is selected, then enter the complete name of the partner. This is a required feld .

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Column (4): TIN . Enter the Employer Identification Number (EIN) if an entity partner, or Social Security Number (SSN) if an individual partner for the partner identified in column 3. This is a required feld . Be sure to enter the appropriate dashes in the correct placement of the number. (If an EIN: XXXXXXXXX, or if an SSN: XXX-XX-XXXX). If the format of the TIN entered does not match the type of partner selected, the form may be rejected.

Caution : The partner TINs (EIN or SSN) should be known based on TIN information from the Schedule K-1s issued to reviewed year partners. If the EIN or SSN is unknown, select “Unknown” from the drop-down box. If you select “Unknown” for a partner and the IRS has EIN or SSN information for the partner, the form may be rejected.

Column (5): Entity Type . This is a required feld . Using the drop-down menu, select the type of entity for the partner identified in column 3 and 4. For direct partners (Tier 1), this should be the type of entity indicated on the partner’s original reviewed year Schedule K-1 from the source partnership. (i.e., Individual, Corporation, S corporation, Estate, Trust, Partnership, Disregarded Entity, Exempt Organization, Individual Retirement Arrangement (IRA), or Foreign Government). For indirect partners, the entity type indicated should be consistent with the original Schedule K-1 issued to the indirect partner by the pass-through partner in the chain of ownership through which the indirect partner of the source partnership holds a direct interest.

Columns (6), (7), and (8): % of Source Partnership – (6) Profit %, (7) Loss % and (8) Capital % . For column 6, 7 and 8, enter the partner’s percentage share of the source partnership’s profit, loss, and capital at the end of the partnership’s reviewed year, as determined under the partnership agreement. An entry is required in at least one column (column 6, 7, or 8), for each partner included in the structure.

• For direct partners : Such percentages entered in column 6, 7 and 8 should be consistent with the Schedule K-1’s issued to the partners for

the reviewed year, unless an examination adjustment affected such percentage. As a check, the total percentage for each column 6, 7 and 8 for all direct partners should equal 100%.

• For indirect partners : The percentages entered on Line 6, 7 and 8 should be the percentage of profit, loss and capital ownership in the

source partnership (not the ownership percentages in the pass-through partner through which the partner holds its interest in the source partnership).

These fields allow up to four digits after the decimal. For example: 12.5555. If a percentage exceeds four decimal places, you may round. For example, for a partner with a 12.55557% interest, enter: 12.5556. Do not enter a percentage sign since it is already hard-coded on the form.

Allocation of Adjustments Relevant to Modification For an audited partnership, generally all adjustments (positive, negative, and zero) that were included on Form 14792 should be shown in this section, along with the allocations to the relevant partners, unless such allocation is not applicable to a requested modification type. Note regarding zero amount adjustments: For each zero amount adjustment, enter the allocations for the partnership adjustment amount underlying the zero adjustment (which is zero solely for purposes of the imputed underpayment). Adjustments treated as zero solely for purposes of the imputed underpayment calculation may not be excluded from the modification request.

See the “Basic Example” in this section as well as the Comprehensive Example and Solution for examples on how this portion of Item C must be completed. The “Show Example” button on Form 8980, Item C, also shows the Comprehensive Example Solution.

Note for each proposed partnership adjustment included in Form 14792 (or AAR) that is relevant to modification, an allocation table must be completed in this section. This will include zero amount adjustments, and adjustments that do not result in an imputed underpayment, if applicable.

To insert additional adjustment tables, click on the “Add Adjustments” button and the table will populate with additional columns 9 through 13. For each additional table added, the column headings 9-13 will automatically be labelled with “c”, “d”, etc. (for example, 9c, 10c, 11c, 12c, 13c). For example, if there are three adjustments included on Form 14792 which are relevant to the requested modification(s), there must be three allocation tables completed (one for each adjustment). The allocation table for the first adjustment will have columns 9a through 13a. The allocation table for the second adjustment will have columns 9b through 13b. And the allocation table for the third adjustment will have columns 9c through 13c .

The following specific instructions apply for each adjustment table.

Caution : Once you enter the number of relevant partners in the Item C, Structure table (Item C, Line A), the same number of relevant partner lines will populate in the Item C, Allocation of Adjustment Relevant to Modification tables upon completion of the “Imputed Underpayment” drop-down field in the header area (above columns 9a through 13a). Therefore, if you later revise the number of relevant partners entered on Item C, Line A on the fillable PDF, you must click back in the “Imputed Underpayment” drop-down field in order to get the Allocation of Adjustments Relevant to Modification table(s) to refresh with the appropriate number of lines for relevant partners.

Top Heading Area of Each Table (Above Columns (9) through (13)) : For each adjustment included in Form 14792 (or AAR) and relevant to modification, an adjustment allocation table should be completed. Complete the heading area of the allocations table (Imputed Underpayment, Grouping, and Subgrouping) above columns 9a through 13a which includes the drop-down menu choices (and customized type-in choice) for imputed underpayment type, and subgrouping. For each proposed partnership adjustment included in the source partnership’s Form 14792 (or included in the AAR) (both positive and negative adjustments) that is relevant to modification, you will complete an adjustment allocations table.

For each adjustment allocations table, complete the following required felds:

Imputed Underpayment: Choose from the drop-down menu the imputed underpayment type (either General or Specific 1), depending on how it was classified per Form 14792 or determined in an AAR. There is also a customizable fill-in choice if the adjustment table being completed relates to an adjustment that was included in a specific IU other than Specific 1 in Form 14792. This is a required feld.

Note: Selection of the Imputed Underpayment type will activate the allocation table to populate with the number of lines for relevant partners based on the number of relevant partners entered on Item C, Line A above the Structure table . Also, see “Caution” note above.

Grouping : Choose from the drop-down menu, the name of the grouping for the adjustment as indicated on Form 14792 or determined in an AAR (Reallocation, Residual, Creditable Expenditure, or Credit). This is a required feld.

Subgrouping : Click on the first menu choice and type in the customized subgrouping for the adjustment as indicated on Form 14792. Abbreviate the subgrouping description as necessary to fit in the custom field (up to 35 characters). This is a required feld.

Column 9(a, b, c, etc.) – Source Partnership Adjustment Allocation to Direct Partners

Column 9(a, b, c, etc.) - Fillable field inside column heading : In the fillable area within the column 9a heading, type in the description of the partnership adjustment as stated on Form 14792 or as included in the AAR that is relevant to modification. You may abbreviate the adjustment description as necessary. This is a required feld.

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Column 9(a, b, c, etc.) Source partnership line (Fillable field on the line for the source partnership to the right of the pre-populated source partnership TIN and underneath the adjustment description) : Enter the total amount of partnership adjustment per Form 14792 (or per AAR) that relates to the adjustment description that was entered in the fillable field inside the column heading. This amount should be the total partnership adjustment as reported on Form 14792. Negative amounts should be typed in with a “-” sign, and no commas. The form will automatically format the number. For example, if the total partnership adjustment is (100,000), you would type in “-100000”, and the form will automatically format it to “(100,000)”. ALL DOLLAR AMOUNTS SHOULD BE IN WHOLE DOLLARS ONLY – DO NOT ENTER CENTS. This is a required feld.

Basic Example: A source partnership has two proposed partnership adjustment included on Form 14792:

Residual Grouping: Subgrouping : Ordinary business income (loss), Sch K, Line 1

Gross receipts 500,000

Legal and professional fees (300,000)

Item C, Allocation of Adjustments Relevant to Modification header areas of the adjustment allocations tables would be completed as follows, for each adjustment:

Allocation of Adjustments Relevant to Modification

Imputed Underpayment: GENERAL

Grouping: RESIDUAL

Subgrouping: Ordinary bus inc(loss) Sch K Ln 1

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Column 9(a, b, c, etc.) – All lines After the line for the source partnership (beginning with Line 1).

For each direct partner in the source partnership, beginning on Line 1, enter the:

• TIN of the direct partner in the “TIN of Partner” column (before/ to the left of column 9) . The partner’s TIN (EIN or SSN) must be

consistent with the TIN listed for the partner in the partnership structure table section of Item C.

• Note: For any partners not receiving a distributive share (allocation amount) of a partnership adjustment, you may select “Unknown” for the

partner TIN field, and leave the columns on that row blank. EVERY PARTNER LISTED IN EACH ALLOCATION TABLE MUST HAVE THE PARTNER’S TIN ENTERED IN THE “TIN OF PARTNER” COLUMN. If the TIN or “Unknown” is not entered for every partner listed, the form will reject.

• Direct partner’s distributive share allocation of the total partnership adjustment which was entered on the source partnership line. The partner’s

distributive share of partnership adjustment should be consistent with the allocation percentage information entered in columns 6, 7 and 8 of the Source Partnership Structure table, regarding profit, loss and capital percentages in the source partnership unless there is a special allocation. If the distributive share amount entered in column 9 is a special allocation, check the box in column 10. As a check, the total of all amounts entered in column 9 after line 1 should equal the amount entered on line 1. If the direct partner is also a relevant partner (included in one of the requested modifications on Form 8980, Item E), then also enter the partner’s allocation in column 13.

For all indirect partners, leave column 9 blank.

Instead, complete column 11 for the indirect partner’s allocation. If the indirect partner is a relevant partner (included in one of the requested modifications on Form 8980, Item E), then also enter the partner’s allocation in column 13.

Column (10): Check for Special Allocations . If the amount entered in column 9 for the direct partner’s distributive share amount is a special allocation (not based on the allocation percentage information entered in columns 6 through 8), check the box in column 10.

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Column (11): Subsequent Tier’s Allocations .

For all direct partners in the source partnership, leave column 11 blank.

For each indirect partner, enter in column 11, the partner’s distributive share of the source partnership’s adjustment identified on Line 1. The distributive share of partnership adjustment should be consistent with the allocation percentage information entered in columns 6, 7 and 8 regarding profit, loss and capital percentages in the source partnership unless there is a special allocation. If the distributive share amount entered in column 11 is a special allocation, check the box in column 12.

Column (12): Check for Special Allocations . If the amount entered in column 11 for the indirect partner’s distributive share amount is a special allocation (not based on the allocation percentage information entered in columns 6 through 8), check the box in column 12.

Column (13): Relevant Partner’s Allocations .

For all direct partners which are also relevant partners (included in one of the requested modifications on Form 8980, Item E), enter in column 13 the amount from column 9.

For all indirect partners which are also relevant partners (included in one of the requested modifications on Form 8980, Item E), enter in column 13 the amount from column 11.

Continuing with the Basic Example: A source partnership (EIN: 12-3456789) has two proposed partnership adjustment included on Form 14792:

Residual Grouping: Subgrouping: Ordinary business income (loss), Sch K, Line 1

Gross receipts 500,000

Legal and professional fees (300,000)

The source partnership has two partners, each owning 50% of the profit, loss, and capital: John Maple (an individual); and Trees Partners, LP (a partnership). Trees Partners, LP has two individual partners, each owning 50% of the profit, loss, and capital: Laurel Balsam; and Hazel Birch. The following is a summary of the ownership percentages in the source partnership:

All income, expenses, losses, deductions, and credits are allocated pro-rata (no special allocations). The source partnership will request modification for partner, Hazel Birch, based on a modification amended return filed. As a result, Hazel Birch is a relevant partner. The source partnership would complete the Item C, Allocation of Adjustments Relevant to Modification tables for the two partnership adjustments, as follows:

Adjustment 1:

Allocation of Adjustments Relevant to Modification

Imputed Underpayment: GENERAL

Grouping: RESIDUAL

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Adjustment 2:

Imputed Underpayment: GENERAL

Grouping: RESIDUAL

Item C Comprehensive Example The following is a comprehensive example of how Item C (Structure table and Allocations tables) should be completed. The solution is shown here after the facts of the example; however, you may also click on the “Show Example” button on Form 8980, Item C to see the comprehensive example’s solution.

ABCDEFG, LP, a source partnership, has 7 direct partners, and 13 indirect partners, comprised of 4 Tiers, structured as follows for the Reviewed Year 2020:

1. A Company, Inc. (a C corporation): 10% [Direct: Tier 1]

2. B. Brown: 10% [Direct: Tier 1]

3. CC 2012 Irrevocable Trust (Trust): 5% [Direct: Tier 1]

a. C. C. Brown (100% Beneficiary) [Tier 2]

4. D Corporation, Inc. (an S corporation): 5% [Direct: Tier 1]

a. D. D. Blue (100% Shareholder) [Tier 2]

5. Energy Partners, LP (a Partnership): 60% [Direct: Tier 1]

a. Energy Family Trust: 20% [Tier 2]

b. E. E. Green: 20% [Tier 2]

c. E. F. Green: 20% [Tier 2]

d. EEE Opportunity Fund (a Partnership): 20% [Tier 2]

i. E. G. Green: 20% Foreign Non-resident alien [Tier 3]

ii. E. H. Green: 20% [Tier 3]

iii. EEE Asset Management, LP (a Partnership): 60% [Tier 3]

1. E. I. Green: 50% [Tier 4]

2. E. J. Green: 50% [Tier 4]

e. The Triple E Foundation (Exempt Organization): 20% [Tier 2]

6. Friends Management, LLC (a Disregarded Entity): 5% [Direct: Tier 1]

a. Friends Infrastructure Corporation (a C corporation): 100% Sole Member [Tier 2]

7. GHIJK Pension Fund (an Exempt Organization): 5% [Direct: Tier 1]

The partnership examination of ABCDEFG, LP resulted in the following audit adjustments:

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The following is a summary of the Form 14792 included with the NOPPA issued to the partnership:

General Imputed Underpayment

The partnership plans to request the following modifications to the imputed underpayment:

• Partner Modification Amended Returns filed inclusive of all properly allocable adjustments:

  • B. Brown

  • EEE Asset Management, LP

• Tax-Exempt Partners:

  • GHIJK Pension Fund

  • The Triple E Foundation

• Tax Rate Reduction:

  • E. E. Green – Capital Gain is taxed at 20% maximum rate

  • Friends Infrastructure Corp – All income taxed at 21% highest corporate rate.

• Partner Closing Agreement:

  • A Company, Inc. enters into a closing agreement inclusive of all allocable adjustments.

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A. Total number of partners (direct and indirect) for the source partnership structure, ownership, and allocations of adjustments relevant to modification 12

Allocation of Adjustments Relevant to Modification

Imputed Underpayment: General

Grouping: Residual

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Imputed Underpayment: General

Grouping: Residual

Subgrouping: LTCG

Imputed Underpayment: General

Grouping: Residual

Subgrouping: Portfolio Deductions

You may also click on the “Show Example” button at top of Item C of Form 8980 to see this solution to the comprehensive example.

Reminder: Note regarding partners that must be listed in the Item C structure table and allocations table(s) : For Item C, not all of the partners in all tiers need to be listed in the Source Partnership Structure table and Allocation of Adjustments Relevant to Modification table(s) – only all direct partners, relevant partners and pass-through partners and disregarded entities in the chain of ownership between the relevant partners and the source partnership need to be listed. In the comprehensive example within the “Show Example” button, even though the source partnership has 20 direct and indirect partners (7 direct, 13 indirect), only 12 of the 20 partners meet the criteria to be listed.

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Item D – Request for Modification Pre-Approval Relating to Partners of a Pass-Through Entity Partner Use Item D to request the pre-approval of modifications relating to partners of a pass-through entity partner (for which the pass-through entity partner wants to take into account such approved modifications relating to its partners when the pass-through entity partner either files a partner modification amended return (PMAR) or chooses the partner alternative procedure (PAP). A pass-through entity partner of a source partnership that wants to apply modifications for purposes of its payment calculation pursuant to applicable Regulations, must receive pre-approval through the source partnership’s modification request, in order to take such modifications into account.

Example of Modification Pre-Approval: Source partnership, ABC, LLC, (hereinafter, “ABC”) was audited in tax year 2020, and the IRS proposed a partnership adjustment consisting of a $1,000,000 positive adjustment to Schedule K, Ordinary business income (loss). The proposed imputed underpayment was $370,000 (37% of $1,000,000). ABC has two equal direct partners:

• Dogwood & Associates, LP (a partnership); and

• Oak Corporation (an S corporation)

Dogwood & Associates, LP (hereinafter “Dogwood LP”) has five individual partners, each owning 20% of the capital, profits, and losses in the reviewed year (2020): Dogwood,; Elm,; Fir,; Juniper;, and Maple. Four of the partners in Dogwood, LP don’t want the burden of preparing partner modification amended returns (PMARs) and preparing a partner affidavit (Form 8982), and therefore want Dogwood LP to pay and file a PMAR Form 1065 inclusive of Dogwood LP’s 50% allocable share of ABC’s partnership exam adjustment (which is $500,000), along with payment of the imputed underpayment calculated on Dogwood, LP’s $500,000 allocable share of partnership adjustment, plus interest. That way, if Dogwood LP chooses to file a PMAR and pay, then each of the partners of Dogwood LP (indirect partners of ABC) do not need to take any action regarding the source partnership’s modification request, and would not need to be relevant partners in ABC’s modification request.

However, if, in addition to the plan of Dogwood LP filing a PMAR and paying, Maple, one of the partners in Dogwood LP, also wanted to be a relevant partner to ABC’s modification request and wanted to file its own PMAR, reporting and paying all amounts due, then source partnership, ABC, should first electronically submit a modification request (Form 8980) for modification pre-approval (using Form 8980, Item D, along with Item E, Part I) based on Maple’s PMAR (which must include $100,000 of ABC’s partnership adjustment, which represents Maple’s 20% share of Dogwood’s $500,000 allocation). Assuming Maple’s filed PMAR meets all of the PMAR modification requirements (including the completion of Form 8982), then once the IRS approves the PMAR modification for Maple and notifies ABC of the approved PMAR modification pertaining to Maple, then Dogwood LP would prepare its PMAR, inclusive of taking into account the pre-approved PMAR modification pertaining to Maple, along with making payment of its imputed underpayment calculation. ABC would then electronically submit a “Supplemental Form 8980” requesting modification for Dogwood LP’s PMAR (inclusive of the pre-approved modification pertaining to Maple). Therefore, as a result, Dogwood LP would be permitted to take into account the pre-approved PMAR modification related to Maple, and exclude Maple’s $100,000 allocation from Dogwood LP’s $500,000 allocable share of adjustment from ABC. Therefore, Dogwood LP’s PMAR would reflect additional income of $400,000 ($500,000 allocable share of ABC’s partnership adjustment to Dogwood LP, less the pre-approved PMAR modification pertaining to Maple consisting of $100,000 allocable share of ABC’s partnership adjustment), and Dogwood LP would calculate an imputed underpayment on $400,000 at 37%, which is $148,000. Dogwood LP’s PMAR must include a schedule detailing its imputed underpayment calculation including the reduction of adjustments pertaining to the pre-approved modification for Maple’s PMAR, and Dogwood,LP would include payment of the $148,000 plus interest when its PMAR is filed.

Requesting Pre-Approval Relating to Partners of a Pass-Through Entity Partner To request modification pre-approval, the source partnership (not the pass-through entity partner), should use Item D to request the pre-approval of modifications relating to partners of a pass-through entity partner. Enter the following information in Item D:

• Explanation of the requested pre-approval including the pass-through entity partner’s name and TIN, the pass-through entity partner’s partners (names and TINs), and the types of modifications requested. (If additional space is needed, indicate “see attached” and attach a separate statement(s). Any additional statements or schedules detailing the request should be uploaded as an attachment to Form 8980.

  • In addition, complete:

    • The appropriate parts of Item E (Modification types requested) which should include the partners of the pass-through partner which are

relevant to the pre-approval request. For each partner of the pass-through partner included in the request, be sure to include all required information pertaining to the type of modification requested for each partner, by following the instructions for each type of modification (Item E, Parts I through X); and

• Item C (Source Partnership Structure, Ownership, and Allocations of Adjustments Relevant to Modification). This should be completed

including all relevant partners (the pass-through entity partner and its partners for which the pre-approval is being requested) and allocations of adjustments relevant to the modifications (inclusive of the pass-through entity partner and its partners for which pre-approval is being requested).

Once this information is received and reviewed by the IRS, we will contact the PR regarding the pre-approval. The pass-through entity partner may not apply any such modifications to its payment calculation in a partner modification amended return (PMAR) filing or partner alternative procedure (PAP) selection until the IRS notifies the PR regarding the pre-approval request.

Note: If all partners of a passthrough entity partner wish to be relevant partners in the source partnership’s modification request by filing their own PMARs or PAPs (instead of the pass-through entity partner filing a PMAR or choosing PAP), then pre-approval is not applicable. Do not complete Item D in that situation.

Time Period For Requesting Pre-Approval Relating to Partners of a Pass-through Entity Partner If the source partnership wants to request pre-approval for a pass-through entity partner to take into account approved modifications pertaining to the pass-through entity’s partners, then the modification request should be submitted early within the modification submission period in order to allow adequate time for the IRS to process the pre-approval and notify the source partnership, as well as to allow adequate time for the pass-through entity partner to then take into account the pre-approved modifications. All modification requests (including pre-approvals for partners of a pass-through entity partner to take modifications into account) must occur prior to the expiration of the modification submission period.

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Item E – Modifications Requested In general, a relevant partner should only be listed once in Item E (under only one modification type in Part I through Part IX). Listing the same partner under more than one type of modification request may cause a delay in the IRS approval process, or may cause a disallowance of a modification request if the IRS is not able to determine the appropriateness and accuracy of a request. If the partnership is uncertain as to the modification type that should be requested pertaining to a relevant partner, choose the modification type that most closely aligns with the request, include the relevant partner on that section of Item E, Part I-IX, and attach a statement to Form 8980, that includes the relevant partner name, partner TIN, and detailed explanation of the requested modification.

Part I – Amended Returns of Partners Under IRC Section 6225(c)(2)(A) & Alternative Procedure of Partners Under IRC Section 6225(c)(2)(B)

General Instructions

Partner Modification Amended Returns (PMARs) Under section 6225(c)(2), an imputed underpayment will be determined without regard to the portion of the adjustments taken into account through PMARs. Use this part of Form 8980 to request modifications to the partnership’s imputed underpayment(s) for any modification amended returns filed by a direct or indirect partner of the source partnership requesting modification. Each relevant partner must complete and sign a Form 8982, Affidavit for Partner Modification Amended Return Under IRC §6225(c)(2)(A) or Partner Alternative Procedure Under IRC §6225(c)(2)(B). A Form 8982 for each partner listed in this part must be submitted as a related form to Form 8980 when Form 8980 is submitted. If the IRS approves a modification for a PMAR under this section, the partnership may not request additional modifications with respect to that partner or with respect to the partnership adjustment allocated to such partner.

Caution : PMAR modification and partner alternative procedure (PAP) modification are not permitted for an AAR.

Filing Instructions for PMARs . Special filing instructions apply to all PMAR filed for the first affected year and all modification years. See “Filing Instructions for Modification Amended Returns” located in the instructions to Form 8982 . In addition to filing the PMAR according to such instructions, the partner must also complete and sign Form 8982 and provide it to the PR.

Partner Statute of Limitations . For purposes of a PMAR filed under section 6225(c)(2), the partner’s statute of limitations under section 6501 or section 6511 is not required to be open for any PMARs filed in the partner’s first affected year and any other modification years.

Form 8982 Must Be Attached for Each Partner . For each partner listed in Part I, a Form 8982, must be a completed and signed by the partner, provided to the PR, and attached to Form 8980 when Form 8980 is submitted by the PR. Form 8982 is a requirement, among others, in order for the PMAR modification to be approved.

All Properly Allocable Adjustments Must Be Reported by the Partner in the PMARs . The PMARs must take into account all adjustments properly allocable to such partners (positive and negative adjustments) for the partner’s first affected year, and for all modification years with respect to any adjustments to the partner’s tax attribute affected by reason of taking the partnership adjustments into account in the first affected year. The reporting of all adjustments properly allocable to a partner in the PMAR(s) is a requirement in order for the PMAR modification to be approved. This includes their share of the adjustments that do not result in an imputed underpayment and adjustments treated as zero for purposes of the IU calculation that are included in the “Other Information” section of the Form 14792. (See exception under “PMAR for pass-through entity partner). In addition to the other requirements under section 6225(c)(2)(A), if all proper adjustments are not included in the PMAR(s), the modification request cannot be approved.

PMAR for a Pass-Through Entity Partner: For a partner that is a pass-through entity choosing to file a PMAR (or choosing the partner alternative procedure (PAP)), by taking its share of partnership adjustments into account and making the required payment per Treas. Reg. section 301.6225-2(d) (2)(vi)(A), if there are adjustments that do not result in an imputed underpayment (ATDNR), then the PMAR or PAP does not include such ATDNR, and instead, the ATDNR must be taken into account by the pass-through entity partner in accordance with Treas. Reg. section 301.6225-3 in the taxable year of the pass-through entity partner that includes the date the payment is paid.

Example: Source partnership, ABC, LLC, (hereinafter, “ABC”) was audited in tax year 2020, and the IRS proposed the following partnership adjustments:

• $1,000,000 positive adjustment to Schedule K, Ordinary business income (loss); and

• $(20,000) negative adjustment to Schedule K, Royalties.

ABC’s proposed imputed underpayment was $370,000 (37% of $1,000,000). In addition, ABC’s Form 14792 shows that are ATDNR consist of the $(20,000) net negative adjustment to royalties. One of ABC’s partners, Dogwood & Associates, LP (hereinafter “Dogwood”) is a partnership partner owning a 50% interest in ABC). Dogwood wants to file a PMAR to take into account its allocable share of partnership adjustments and make the required payment under Treas. Reg. section 301.6225-2(d)(2)(vi)(A). Dogwood would calculate its payment due by taking into account its allocable share of the net positive partnership adjustment of $1,000,000, which is $500,000 (50%). Dogwood’s payment that is due with its 2020 PMAR would be $185,000 ($500,000 x 37%), along with any penalties and interest. Dogwood’s PMAR should not include any Schedule K-1s, (amended or otherwise), nor should Dogwood issue any amended Schedule K-1s. Regarding Dogwood’s allocable share of the $(20,000) net negative adjustment to royalties, which is $(10,000), since this adjustment is an ATDNR, such adjustment must be taken into account by Dogwood in accordance with Treas. Reg. section 301.6225-3 in the taxable year in which Dogwood makes the payment under Treas. Reg. section 301.62252(d)(2)(vi)(A). Therefore, if Dogwood files its 2020 PMAR in 2025 and makes the payment when the PMAR is filed, then Dogwood would take the $(20,000) ATDNR into account on its 2025 partnership return.

Binding Effect on Relevant Partner Tax Attributes . Any adjustments to tax attributes of any relevant partner that are affected by modification for PMARs are binding on the relevant partner with respect to the first affected year and all modification years. A failure to adjust any tax attribute is a failure to treat a partnership-related item in a manner that is consistent with the treatment of such item on the partnership return within the meaning of section 6222. The provisions of section 6222(c) and applicable Regulations (regarding notification of inconsistent treatment) do not apply with respect to such tax attributes.

Full Payment Required . Payment of any tax due, penalties, additions to tax, additional amounts, and interest due as a result of taking into account all partnership adjustments in the first affected year and all modification years must be made at the time of filing the PMAR. The payment of all amounts due by the partner is a requirement in order for the modification request to be approved. See the instructions in Form 8982 for how to pay and properly identify payments.

Reallocation Adjustments . In the case of adjustments that reallocate a distributive share of any item from one partner to another, if one partner chooses to file a partner modification amended return (PMAR), then all partners involved in the reallocation must also either file a PMAR, select the partner alternative procedure (PAP), or enter a closing agreement inclusive of the partner’s share of reallocation adjustment, in order for the modification to be approved.

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Further Partner Amended Returns Restricted . A partner that files a PMAR that has been accepted by the IRS generally may not file a subsequent amended return for the same tax year and with respect to the same partnership adjustments in order to change the treatment of the partnership adjustments that were previously taken into account with the modification amended return already filed. Exceptions to the general rule, include the following situations:

• A subsequent PMAR filed during the modification submission period in order to correct PMAR already filed;

• A subsequent amended return filed based on a final court determination that reduces or eliminates an imputed underpayment, or protective

claim filed in anticipation of a final court decision; and

• A subsequent PMAR filed in order to take into account adjustments from another source partnership examination.

Subsequent PMAR filed within the unexpired modification submission period . If the partnership’s modification submission period has not expired, and a partner needs to file another PMAR in order to correct the first PMAR filed and accepted by the IRS, the partner should file the subsequent PMAR in the same manner as the first PMAR filed by following the instructions to Form 8982. The PR should submit another Form 8980 and check the “Corrected Form 8980” box on Form 8980, Item A. In addition, another Form 8982 must be completed by the partner, and must be attached to Form 8980 by the PR. For filing instructions for a subsequent amended return based on a final court decision, protective claim filed in anticipation of a final court decision, or subsequent PMAR relating to adjustment from another source partnership examination, see the instructions to Form 8982 for further information.

Partner Alternative Procedure (PAP) Under IRC §6225(c)(2)(B) Instead of filing a PMAR to take into account its distributive share of all partnership adjustments, a relevant partner may choose the partner alternative procedure (PAP) in order to take into account its distributive share of all partnership adjustments. Each relevant partner choosing this option must complete and sign Section B of Form 8982, Affidavit for Partner Modification Amended Return Under IRC §6225(c) (2)(A) or Partner Alternative Procedure Under IRC §6225(c)(2)(B). A Form 8982 for each partner listed in this part must be submitted as a related form to Form 8980 when Form 8980 is submitted. If the IRS approves a modification for a PAP under this section, the partnership may not request additional modifications with respect to that partner or with respect to the partnership adjustment allocated to such partner.

Requirements for the PAP . The following are requirements in order for the IRS to approve the PAP modification request:

• The partner must electronically pay any tax due as a result of taking into account their distributive share of all partnership adjustments in

the first affected year and all modification years. Any penalties, additions to tax, additional amounts and interest that would be required if the relevant partner filed an amended return must also be paid;

• The partner agrees to take into account adjustments to any of its tax attributes;

  • The partner completes and signs Section B of Form 8982 and provides it to the PR.

  • The PR must attach the completed Form 8982 to Form 8980 when the Form 8980 is submitted to the IRS.

Refunds Not Allowed Under the PAP . The PAP does not include claims for refund. Therefore, under the PAP, a partner may not claim a refund. If a relevant partner, as a result of taking their distributive share of partnership adjustments into account, has a refund due (whether in the first affected year or any other modification year), the relevant partner cannot use the PAP to claim a refund. Instead of choosing the PAP, the relevant partner may choose to file an PMAR under section 6225(c)(2)(A) in order to claim a refund.

All Properly Allocable Adjustments Must Be Reported by the Partner Choosing PAP . The PAP must take into account all adjustments properly allocable to such partners (positive and negative adjustments) for the partner’s first affected year, and for all modification years with respect to any adjustments to the partner’s tax attribute affected by reason of taking the partnership adjustments into account in the first affected year. The reporting of all adjustments properly allocable to a partner in the PMAR(s) is a requirement in order for the PAP modification to be approved. This includes their share of the adjustments that do not result in an imputed underpayment and adjustments treated as zero for purposes of the IU calculation that are included in the “other information” section of the Form 14792. In addition to the other requirements under section 6225(c)(2)(B), if all proper adjustments are not included in the PAP, the modification request cannot be approved.

PAP For a Pass-Through Entity Partner: For a partner that is a pass-through entity choosing the PAP, by taking its share of partnership adjustments into account and making the required payment per Treas. Reg. section 301.6225-2(d)(2)(vi)(A), if there are adjustments that do not result in an imputed underpayment (ATDNR), then the PAP should not include such ATDNR. Instead, the ATDNR must be taken into account by the pass-through entity partner in accordance with Treas. Reg. section 301.6225-3 in the taxable year of the pass-through entity partner that includes the date the payment is paid.

Example: Source partnership, ABC, LLC, (hereinafter, “ABC”) was audited in tax year 2020, and the IRS proposed the following partnership adjustments:

• $1,000,000 positive adjustment to Schedule K, Ordinary business income (loss); and

• $(20,000) negative adjustment to Schedule K, Royalties.

ABC’s proposed imputed underpayment was $370,000 (37% of $1,000,000). In addition, ABC’s Form 14792 shows that the ATDNR consist of the $(20,000) net negative adjustment to royalties. One of ABC’s partners, Dogwood & Associates, LP (hereinafter “Dogwood”) is a partnership partner owning a 50% interest in ABC). Dogwood wants to choose the PAP modification and take into account its allocable share of partnership adjustments and make the required payment under Treas. Reg. section 301.6225-2(d)(2)(vi)(A). Dogwood would calculate its payment due by taking into account its allocable share of the net positive partnership adjustment of $1,000,000, which is $500,000 (50%). Dogwood’s payment that is due with its 2020 PAP would be $185,000 ($500,000 x 37%), along with any penalties and interest. Regarding Dogwood’s allocable share of the $(20,000) net negative adjustment to royalties, which is $(10,000), since this adjustment is an ATDNR, such adjustment must be taken into account by Dogwood in accordance with Treas. Reg. section 301.6225-3 in the taxable year in which Dogwood makes the payment under Treas. Reg. section 301.6225-2(d)(2)(vi)(A). Therefore, if Dogwood completes its 2020 PAP in 2025 and makes the payment at the same time, then Dogwood would take the $(20,000) ATDNR into account on its 2025 partnership return.

Binding Effect on Relevant Partner Tax Attributes . Any adjustments to tax attributes of any relevant partner that are affected by modification for the PAP are binding on the relevant partner with respect to the first affected year and all modification years. A failure to adjust any tax attribute is a failure to treat a partnership-related item in a manner that is consistent with the treatment of such item on the partnership return within the meaning of section 6222. The provisions of section 6222(c) and applicable Regulations (regarding notification of inconsistent treatment) do not apply with respect to such tax attributes.

Full Payment Required . Electronic payment of any tax due, penalties, additions to tax, additional amounts, and interest due as a result of taking into account all partnership adjustments in the first affected year and all modification years must be made as if the partner were filing PMAR. The electronic payment of all amounts due by the partner is a requirement in order for the modification request to be approved. A modification request submitted under the PAP is not a claim for refund. See “Refunds Not Allowed Under the PAP” above, for further information.

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Specific Instructions Make sure the relevant modifcation type is checked in Item B, otherwise the felds in this part will not be unlocked for completion. Once the relevant box in Item B is checked, you will be able to complete this part.

A. Total number of relevant partners filing a partner modification amended return (PMAR) or choosing the partner alternative procedure (PAP) under this modification request . Enter the total number of relevant partners that filed a PMAR or that chose the PAP. This is a required feld when this type of modification is requested . When the number of relevant partners is entered, the form will populate with the correct number of lines needed for completion.

Note Regarding If Two Relevant Partners File a Joint Return : If two partners of the source partnership filed a joint original return then those partners must file a joint PMAR (or jointly choose the PAP). In this case, only one Form 8982 needs to be completed. Include both partners (both spouses) on Form 8982 as included in the PMAR or PAP. Both partners must also sign the Form 8982. For purposes of the PR’s completion of Form 8980, each partner (although included in a joint return) must be listed on a separate line on Form 8980, Item E, Part I.

Columns (1) and (2): Name of Partner & TIN of Partner . Both column (1) and column (2) are required fields for each relevant partner . List the name and Taxpayer Identification Number (TIN) of each relevant partner that has filed a PMAR or has chosen the PAP. For each partner listed in columns 1 and 2, a Form 8982, Affidavit for Partner Modification Amended Return Filed Under Section 6225(c)(2)(A) or Partner Alternative Procedure Under IRC Section 6225(c)(2)(B), must be completed and signed by the partner, provided to the PR, and must be submitted as a related form to Form 8980 when Form 8980 is submitted.

For each partner listed in column (1), complete column (3) through column (8) as applicable and according to the following instructions:

Column (3a) & (3b): Check either Column 3a for Partner Modification Amended Return (PMAR), or 3b for Partner Alternative Procedure (PAP). Both columns 3a and 3b cannot be checked for a relevant partner.

Column (3a): Amended Return: If the relevant partner listed in column 1 has filed a PMAR pursuant to §6225(c)(2)(A), check the box in column 3a. You must also attach a completed and signed Form 8982.

Column (3b): Alternative Procedure : If the relevant partner listed in column 1 has selected the PAP pursuant to §6225(c)(2)(B), check the box in column 3b. You must also attach a completed and signed Form 8982.

Column (3c): Check if Indirect Partner : If the relevant partner listed in column 1 is an indirect partner of the source partnership, check the box in column 3c. Caution : By checking this box, you must ensure that all pass-through entity partners through which the indirect partner holds its interest in the source partnership are not taxable entities subject to Chapter 1 tax. If any of the pass-through entity partners through which the indirect partner holds its interest in the source partnership are taxable entities subject to Chapter 1 tax, modification cannot be requested for such indirect partner unless the source partnership also requests modification with respect to the adjustments resulting in Chapter 1 tax for the pass-through entity partner.

Pass-through Entity Partners Only (Columns 3(d) through 3(f))

Check either Column 3d or 3f:

Column (3d): Pass-through Entity Not subject to Chapter 1 tax (therefore, using Treas. Reg. sections 301.6225-2(d)(2)(vi) and 301.6226-3(e)(4) (iii) to calculate its payment due) : If the pass-through entity partner is:

• Filing a PMAR or selecting the PAP, and

• Is not a taxable entity subject to chapter 1 tax and is therefore calculating any payment due in accordance with Treas. Reg. sections 301.62252(d)(2)(vi) and 301.6226-3(e)(4)(iii),

Then check the box in column 3d. Go to the instructions for column 3e. If the pass-through entity plans to apply modifications with respect to any of the partners of the pass-through entity partner for purposes of the payment calculation pursuant to applicable Regulations, such modifications must be pre-approved by the IRS in order for the pass-through entity partner to take such modifications into account. See the instructions for Item D, including the “Example of Modification Pre-Approval” for how the source partnership must request the pre-approval (and do not check column 3e). Otherwise, if such modifications have already been approved by the IRS and the pass-through entity partner is applying the approved modifications to its payment calculation, then check column 3d and column 3e and go to the instructions for column 3e below.

Column (3e): If column 3d is checked : If column 3d is checked, and the pass-through entity partner is taking into account any pre-approved modifications with respect to any of its partners for purposes of the pass-through entity partner’s payment calculation in accordance with Treas. Reg. sections 301.6225-2(d)(2)(vi) and 301.6226-3(e)(4)(iii), then check column 3e. In addition, you must attach a statement detailing the payment calculation inclusive of the pre-approved modifications taken into account, including the following information :

• The pass-through entity partner’s payment calculation per Treas. Reg. sections 301.6225-2(d)(2)(vi) and 301.6226-3(e)(4)(iii), including the

approved modification amounts applied to the calculation; and

• For each pre-approved modification applied, include the type of modification, identification of the relevant partners (name and TIN), and modification amount. Such information must be consistent with the pre-approval information (regarding the approved modifications for any partners of the pass-through entity partner) that you received from the IRS.

Caution : Only pre-approved modifications may be taken into account by the pass-through entity partner in calculating its payment due. If such modifications are applied to the payment calculation and not pre-approved by the IRS, the modification request relative to the pass-through entity partner amended return or alternative procedure will be denied. To request the pre-approval of modifications related to the partners of a pass-through entity partner, read the “Example for Modification Pre-Approval” in these instructions above, under “Item D”, use Form 8980, Item D and follow the specific instructions for Item D.

Column (3f): Subject to Chapter 1 tax : If the pass-through entity partner is:

• Filing a PMAR or selecting the PAP, and

• Is a taxable entity subject to chapter 1 tax, then check the box in column 3f.

TIN of Partner. Re-enter the TIN of the relevant partner that was entered in column 2. T his column is a continuation of requested information for the partner. Therefore, make sure the TIN entered here is the same TIN entered in column (2). Once the TIN is entered, continue entering the appropriate information for the partner in columns (4) through (8), as applicable . This is a required feld .

Columns (4) through (7) : At least one entry in columns 4 through 7 must be entered for each partner listed . ALL DOLLAR AMOUNTS SHOULD BE IN WHOLE DOLLARS ONLY – DO NOT ENTER CENTS.

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Column (4): Total Share of Reallocation & Residual Grouping Adjustments (net positive adjustments only) . Enter in the appropriate subcolumn of column 4 (General or Specific – depending on which imputed underpayment the adjustments were included in), the total of each partner’s distributive share of all net positive adjustments (resulting after subgrouping per the NOPPA) within the Reallocation and Residual groupings. The amount entered in column 4 should be consistent with the total amount entered on Form 8982, Section A or B, Part III, B, column 2. Do not include adjustments to Creditable Expenditures or Credits in this column. Any amounts entered in column 4 should be consistent with the allocation information provided on Form 8980, Item C for such adjustments. Allocations of net negative adjustments resulting after subgroupings within the Reallocation and Residual grouping should be included in column 7.

Column (5): Total Share of Creditable Expenditure Grouping Adjustments (net positive adjustments only) . Enter in the appropriate subcolumn of column 5 (General or Specific – depending on which imputed underpayment the adjustments were included in), the total of each partner’s distributive share of all net positive adjustments (resulting after subgrouping per the NOPPA) within the Creditable Expenditure grouping. This includes decreases to creditable expenditures (including decreases to Creditable Foreign Tax Expenditures (CFTEs) that were included in the subgroupings within the Creditable Expenditures grouping). The amount entered in column 5 should be consistent with the total amount entered on Form 8982, Section A or B, Part III, column 3. Any amounts entered in column 5 should be consistent with the allocation information provided on Form 8980, Item C for such adjustments. Allocations of any net negative adjustments resulting after subgroupings (representing net increases to creditable expenditures) should be included in column 7.

Column (6): Total Share of Credit Grouping Adjustments (positive and negative adjustments) . Enter in the appropriate subcolumn of column 6 (General or Specific – depending on which imputed underpayment such adjustments were included in), the total of each partner’s distributive share of all credit adjustments (positive and negative) which were included in the Credit Grouping per the NOPPA. The amount entered in column 6 should be consistent with the total amount entered on Form 8982, Section A or B, Part III, column 4. Any amounts entered in column 6 should be consistent with the allocation information provided on Form 8980, Item C for such adjustments.

Column (7): Total Share of Net Negative Adjustments . Include in column 7, the following amounts:

• The total of all allocations for each relevant partner that are net negative adjustments (resulting after subgrouping per the NOPPA) in the

Reallocation and Residual grouping; and

• The total of any net negative adjustments (resulting after subgrouping per the NOPPA) in the Creditable Expenditures grouping. A net negative

adjustment in the Creditable Expenditures grouping is a net increase to Creditable Expenditures after subgrouping.

The amount entered in column 7 should be consistent with the total amount entered on Form 8982, Section A or B, Part III, column 5. Any amounts entered in column 7 should be consistent with the allocation information provided on Form 8980, Item C, for such adjustments.

Column (8): If Column (3b) Alternative Procedure is checked, enter the amount paid . Include in column 8 the total amount paid (including all tax, penalties, additions to tax, additional amounts, and interest). The amount entered in column 8 should be the same amount reported on Form 8982, Section B, Part III, Line 6.

Part II – Tax-Exempt Partners Under IRC Section 6225(c)(3) and Foreign Partners Exempt under Section 501(a) Under section 6225(c)(3), an imputed underpayment will be determined without regard to the portion of adjustments that the partnership demonstrates is allocable to a reviewed year relevant partner that is a tax-exempt entity under section 168(h)(2). Use this part of Form 8980 to request modifications to the partnership’s imputed underpayment(s) for a tax-exempt partner and for a relevant foreign partner exempt from tax under section 501(a). A Form 8983, Certification of Partner Tax-Exempt Status for Modification Under Section 6225(c)(3), must be completed and signed by the partner, provided to the PR, and must be submitted as a related form to Form 8980 when Form 8980 is submitted. There should be a completed Form 8983 submitted for each partner listed in this part.

Modifications for Foreign Tax-Exempt Partners other than exemptions under Section 501(a) Should Use Item E, Part VIII (not Part II) . Partnerships requesting modification for foreign partners based on partnership adjustments consisting of income that is exempt by statute other than section 501(a) (e.g., interest received from certain portfolio debt investments per section 871(h)) should not use Part II. Instead, use Part VIII to request such modifications. See the instruction to Part VIII, Foreign Partners: Modification Pursuant to Tax Treaty Claims & Statutory Exemptions other than Section 501(a), for more information.

Make sure the relevant modifcation type is checked in Item B, otherwise the felds in this part will not be unlocked for completion. Once the relevant box in Item B is checked, you will be able to complete this part.

A. Total relevant tax-exempt partners under this modification request . Enter the total number of relevant partners that are tax-exempt partners included in this modification request. This is a required feld when this type of modification is requested . When the number of relevant partners is entered, the form will populate with the correct number of lines needed for completion.

Columns (1) and (2): Name of Partner & TIN of Partner. Both column (1) and column (2) are required felds . List the name and Taxpayer Identification Number (TIN) of each relevant partner that is a tax-exempt partner. For each partner listed in columns 1 and 2, a Form 8983, Certification of Partner TaxExempt Status for Modification Under Section 6225(c)(3), must be completed and signed by the partner, provided to the PR, and must be submitted as a related form to Form 8980 when Form 8980 is submitted .

Columns (3) through (6) : At least one entry in columns 3 through 6 must be entered for each partner listed .

Column (3): Total Share of Reallocation & Residual Grouping Adjustments (net positive adjustments only) . Enter in the appropriate subcolumn of column 3 (General or Specific – depending on which imputed underpayment the adjustments were included in), the total of each partner’s distributive share of all net positive adjustments (resulting after subgrouping per the NOPPA) within the Reallocation and Residual groupings. The amount entered in column 3 should be consistent with the total amount entered on Form 8983, Part III, column 2. Do not include adjustments to Creditable Expenditures or Credits in this column. Any amounts entered in column 3 should be consistent with the allocation information provided on Form 8980, Item C for such adjustments.

Column (4): Total Share of Creditable Expenditure Grouping Adjustments (net positive adjustments only) . Enter in the appropriate subcolumn of column 4 (General or Specific – depending on which imputed underpayment the adjustments were included in), the total of each partner’s distributive share of all net positive adjustments (resulting after subgrouping per the NOPPA) within the Creditable Expenditure grouping. The amount entered in column 4 should be consistent with the total amount entered on Form 8983, Part III, column 3. This includes decreases to creditable expenditures (including decreases to Creditable Foreign Tax Expenditures (CFTEs) that were included in the subgroupings within the Creditable Expenditures grouping. Any amounts entered in column 4 should be consistent with the allocation information provided on Form 8980, Item C for such adjustments.

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Column (5): Total Share of Credit Grouping Adjustments (positive and negative adjustments) . Enter in the appropriate subcolumn of column 5 (General or Specific – depending on which imputed underpayment such adjustments were included in), the total of each partner’s distributive share of all credit adjustments (positive and negative) that were included in the Credit Grouping per the NOPPA. The amount entered in column 5 should be consistent with the total amount entered on Form 8983, Part III, column 4. Any amounts entered in column 5 should be consistent with the allocation information provided on Form 8980, Item C for such adjustments.

Column (6): Adjustments which are tax-exempt income or related to tax-exempt income . Include in column 6 the portion of column (3) amounts that is tax-exempt income or related to tax-exempt income. The amount entered in column 6 should be the same amount reported on Form 8983, Part III, B, column 6. This is a required feld .