Definitions

Account holder. An account holder is generally the person listed or identified as the holder or owner of a financial account. For example, if a partnership is listed as the holder or owner of a financial account, then the partnership is the account holder, rather than the partners of the partnership. However, an account that is held by a disregarded entity (other than a disregarded entity treated as an FFI for chapter 4 purposes) is treated as held by the entity's single owner.

Amount realized. For purposes of section 1446(f), an amount realized on the transfer of an interest in a partnership other than a PTP is as determined under section 1001 (including Regulations sections 1.1001-1

through 1.1001-5) and section 752 (including Regulations sections 1.752-1 through 1.752-7). See Regulations section 1.1446(f)-2(c)(2). An amount realized on the transfer of a PTP interest is the amount of gross proceeds (as defined in Regulations section 1.6045-1(d)(5)) paid or credited to a partner or broker (as applicable) that is a transferor of the interest. The amount realized on a PTP distribution is the amount of the distribution reduced by the portion of the distribution that is attributable to the cumulative net income of the partnership (as determined under Regulations section 1.1446(f)-4(c)(2)(iii)).

Amounts subject to chapter 3 withholding. Generally, an amount subject to chapter 3 withholding is an amount from sources within the United States that is fixed or determinable annual or periodical (FDAP) income (including such an amount on a PTP distribution unless indicated otherwise). FDAP income is all income included in gross income, including interest (as well as OID), dividends, rents, royalties, and compensation. Amounts subject to chapter 3 withholding do not include amounts that are not FDAP, such as most gains from the sale of property (including market discount and option premiums), as well as other specific items of income described in Regulations section 1.1441-2 (such as interest on bank deposits and short-term OID).

For purposes of section 1446(a), the amount subject to withholding is the foreign partner’s share of the partnership’s effectively connected taxable income. For purposes of section 1446(f), the amount subject to withholding is the amount realized on the transfer of a partnership interest.

Beneficial owner. For payments other than those for which a reduced rate of, or exemption from, withholding is claimed under an income tax treaty, the beneficial owner of income is generally the person who is required under U.S. tax principles to include the payment in gross income on a tax return. A person is not a beneficial owner of income, however, to the extent that person is receiving the income as a nominee, agent, or custodian, or to the extent the person is a conduit whose participation in a transaction is disregarded. In the case of amounts paid that do not constitute income, beneficial ownership is determined as if the payment were income.

Foreign partnerships, foreign simple trusts, and foreign grantor trusts are not the beneficial owners of income paid to the partnership or trust. The beneficial owners of income paid to a foreign partnership are generally the partners in the partnership, provided that the partner is not itself a partnership, foreign simple or grantor trust, nominee or other agent. The beneficial owners of income paid to a foreign simple trust (that is, a foreign trust that is described in section 651(a)) are generally the beneficiaries of the trust, if the beneficiary is not a foreign partnership, foreign simple or grantor trust, nominee, or other agent. The beneficial owners of income paid to a foreign grantor trust (that is, a foreign trust to the extent that all or a portion of the income of the trust is treated as owned by the grantor or another person under sections 671 through 679) are the persons treated as the owners of the trust. The beneficial owners of income paid to a foreign complex trust (that is, a foreign trust that is not a

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foreign simple trust or foreign grantor trust) is the trust itself.

Generally, for purposes of section 1446(a) or (f), the same beneficial owner rules apply, except that under section 1446(a) or (f) a foreign simple trust is required to provide a Form W-8BEN-E on its own behalf, rather than on behalf of the beneficiary of such trust.

The beneficial owner of income paid to a foreign estate is the estate itself.

A payment to a U.S. partnership, U.S. trust, or U.S. estate is treated as a payment to a U.S. payee. A U.S. partnership, trust, or estate should provide the withholding agent with a Form W-9 pertaining to itself. However, for purposes of section 1446(a), a U.S. grantor trust or disregarded entity shall not provide the withholding agent a Form W-9. Instead, the entity must provide an applicable Form W-8 or Form W-9 pertaining to each grantor or owner, as appropriate, and, in the case of a trust, a statement identifying the portion of the trust treated as owned by each such person. For purposes of section 1446(f), the grantor or owner must provide an applicable Form W-8 or Form W-9 to certify its status and the amount realized allocable to the grantor or owner, which, alternatively, can be provided by the U.S. grantor trust on behalf of a grantor or owner.

Chapter 3. Chapter 3 means chapter 3 of the Internal Revenue Code (Withholding of Tax on Nonresident Aliens and Foreign Corporations). Chapter 3 contains sections 1441 through 1464, excluding sections 1445 and 1446.

Chapter 4. Chapter 4 means chapter 4 of the Internal Revenue Code (Taxes to Enforce Reporting on Certain Foreign Accounts). Chapter 4 contains sections 1471 through 1474.

Chapter 4 status. The term chapter 4 status means a person’s status as a U.S. person, specified U.S. person, foreign individual, participating FFI, deemed-compliant FFI, restricted distributor, exempt beneficial owner, nonparticipating FFI, territory financial institution, excepted NFFE, or passive NFFE.

Deemed-compliant FFI. Under section 1471(b)(2), certain FFIs are deemed to comply with the regulations under chapter 4 without the need to enter into an FFI agreement with the IRS. However, certain deemed-compliant FFIs are required to register with the IRS and obtain a GIIN. These FFIs are referred to as registered deemed-compliant FFIs . See Regulations section 1.1471-5(f)(1).

Disregarded entity. A business entity that has a single owner and is not a corporation under Regulations section 301.7701-2(b) is disregarded as an entity separate from its owner. Generally, a disregarded entity does not submit this Form W-8BEN-E to a withholding agent. Instead, the owner of such entity provides the appropriate documentation (for example, a Form W-8BEN-E if the owner is a foreign entity). However, if a disregarded entity receiving a withholdable payment is an FFI outside the single owner’s country of organization or has its own GIIN, its foreign owner will be required to complete Part II of Form W-8BEN-E to document the chapter 4 status of the disregarded entity receiving the payment.

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Certain entities that are disregarded for U.S. tax purposes may be treated as treaty residents for purposes of claiming treaty benefits under an applicable tax treaty or may be recognized as FFIs under an applicable IGA. A hybrid entity claiming treaty benefits on its own behalf is required to complete Form W-8BEN-E. See Hybrid Entity Making a Claim of Treaty Benefits under Special Instructions , later.

A disregarded entity with a U.S. owner or a disregarded entity with a foreign owner that is not otherwise able to fill out Part II (that is, because it is in the same country as its single owner and does not have a GIIN) may provide this form to an FFI solely for purposes of documenting itself for chapter 4 purposes. In such a case, the disregarded entity should complete Part I as if it were a beneficial owner and should not complete line 3.

Financial account. A financial account includes:

• A depository account maintained by an FFI;

• A custodial account maintained by an FFI;

• Equity or debt interests (other than interests regularly traded on an established securities market) in investment entities and certain holding companies, treasury centers, or financial institutions as defined in Regulations section 1.1471-5(e);

• Certain cash value insurance contracts; and

• Annuity contracts. For purposes of chapter 4, exceptions are provided for accounts such as certain tax-favored savings accounts, term life insurance contracts, accounts held by estates, escrow accounts, and certain annuity contracts. These exceptions are subject to certain conditions. See Regulations section 1.1471-5(b)(2). Accounts may also be excluded from the definition of financial account under an applicable IGA.

Financial institution. A financial institution generally means an entity that is a depository institution, custodial institution, investment entity, or an insurance company (or holding company of an insurance company) that issues cash value insurance or annuity contracts. See Regulations section 1.1471-5(e).

An investment entity organized in a territory that is not also a depository institution, custodial institution, or specified insurance company is not treated as a financial institution. Instead, it is a territory NFFE. If such an entity cannot qualify as an excepted NFFE as described in Regulations section 1.1472-1(c)(1) (including an excepted territory NFFE), it must disclose its substantial U.S. owners using this definition (applying the 10 percent threshold) under Regulations section 1.1473-1(b)(1).

Foreign financial institution (FFI). A foreign financial institution (FFI) means a foreign entity that is a financial institution.

Fiscally transparent entity. An entity is treated as fiscally transparent with respect to an item of income for which treaty benefits are claimed to the extent that the interest holders in the entity must, on a current basis, take into account separately their shares of an item of income paid to the entity, whether or not distributed, and must determine the character of the items of income as if they were realized directly from the sources from which realized by the entity. For example, partnerships, common

trust funds, and simple trusts or grantor trusts are generally considered to be fiscally transparent with respect to items of income received by them.

Flow-through entity. A flow-through entity is a foreign partnership (other than a withholding foreign partnership), a foreign simple or foreign grantor trust (other than a withholding foreign trust), or, for payments for which a reduced rate of, or exemption from, withholding is claimed under an income tax treaty, any entity to the extent the entity is considered to be fiscally transparent with respect to the payment by an interest holder’s jurisdiction.

Foreign person. A foreign person includes a foreign corporation, a foreign partnership, a foreign trust, a foreign estate, and any other person that is not a U.S. person. It also includes a foreign branch or office of a U.S. financial institution or U.S. clearing organization if the foreign branch is a qualified intermediary. Generally, a payment to a U.S. branch of a foreign person is a payment to a foreign person.

GIIN. The term GIIN means a global intermediary identification number. A GIIN is the identification number assigned to an entity that has registered with the IRS for chapter 4 purposes.

Hybrid entity. A hybrid entity is any person (other than an individual) that is treated as fiscally transparent for purposes of its status under the Code but is not treated as fiscally transparent by a country with which the United States has an income tax treaty. Hybrid entity status is relevant for claiming treaty benefits. A hybrid entity is required to provide its chapter 4 status if it is receiving a withholdable payment.

Intergovernmental agreement (IGA). An intergovernmental agreement (IGA) means a Model 1 IGA or a Model 2 IGA. For a list of jurisdictions treated as having in effect a Model 1 or Model 2 IGA, see www.treasury.gov/resource-center/tax-policy/treaties/ Pages/FATCA-Archive.aspx .

A Model 1 IGA means an agreement between the United States or the Treasury Department and a foreign government or one or more agencies to implement FATCA through reporting by FFIs to such foreign government or agency, followed by automatic exchange of the reported information with the IRS. An FFI in a Model 1 IGA jurisdiction that performs account reporting to the jurisdiction’s government is referred to as a reporting Model 1 FFI .

A Model 2 IGA means an agreement or arrangement between the United States or the Treasury Department and a foreign government or one or more agencies to implement FATCA through reporting by FFIs directly to the IRS in accordance with the requirements of an FFI agreement, supplemented by the exchange of information between such foreign government or agency and the IRS. An FFI in a Model 2 IGA jurisdiction that has entered into an FFI agreement with respect to a branch is a participating FFI but may be referred to as a reporting Model 2 FFI .

The term reporting IGA FFI refers to both reporting Model 1 FFIs and reporting Model 2 FFIs.

Participating FFI. A participating FFI is an FFI that has agreed to comply with the terms of an FFI agreement with respect to all branches of the FFI, other than a branch that is a reporting Model 1 FFI or a U.S. branch. The term participating FFI also includes a reporting Model 2 FFI and a QI branch of a U.S. financial institution unless such branch is a reporting Model 1 FFI.

Participating payee. A participating payee means any person that accepts a payment card as payment or accepts payment from a third party settlement organization in settlement of a third party network transaction for purposes of section 6050W.

Payee. A payee is generally a person to whom a payment is made regardless of whether such person is the beneficial owner. For a payment made to a financial account, the payee is generally the holder of the financial account. See Regulations sections 1.1441-1(b)(2) and 1.1471-3(a)(3).

Payment settlement entity (PSE). A payment settlement entity is a merchant acquiring entity or third party settlement organization. Under section 6050W, a PSE is generally required to report payments made in settlement of payment card transactions or third party network transactions. However, a PSE is not required to report payments made to a beneficial owner that is documented as foreign with an applicable Form W-8.

Publicly Traded Partnership (PTP). A PTP is an entity that has the same meaning as in section 7704 and Regulations section 1.7704-4 but does not include a PTP treated as a corporation under that section.

PTP interest. A PTP interest is an interest in a PTP if the interest is publicly traded on an established securities market or is readily tradable on a secondary market (or the substantial equivalent thereof).

Qualified intermediary (QI). A qualified intermediary (QI) is a person that is a party to an agreement with the IRS that is described in Regulations section 1.1441-1(e) (5)(iii). A qualified derivatives dealer (QDD) is a QI that has agreed to certain reporting and withholding requirements pursuant to Regulations section 1.1441-1(e) (6).

Recalcitrant account holder. A recalcitrant account holder includes an entity (other than an entity required to

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Nonparticipating FFI. A nonparticipating FFI means an FFI that is not a participating FFI, deemed-compliant FFI, or exempt beneficial owner.

Nonreporting IGA FFI. A nonreporting IGA FFI is an FFI that is a resident of, or located or established in, a Model 1 or Model 2 IGA jurisdiction that meets the requirements of:

• A nonreporting financial institution described in a specific category in Annex II of the Model 1 or Model 2 IGA;

• A registered deemed-compliant FFI described in Regulations section 1.1471-5(f)(1)(i)(A) through (F);

• A certified deemed-compliant FFI described in Regulations section 1.1471-5(f)(2)(i) through (v); or

• An exempt beneficial owner described in Regulations section 1.1471-6.

be treated as a nonparticipating FFI) that fails to comply with a request by an FFI maintaining the account for documentation and information for determining whether the account is a U.S. account. See Regulations section 1.1471-5(g).

Reverse hybrid entity. A reverse hybrid entity is any person (other than an individual) that is not fiscally transparent under U.S. tax law principles but that is fiscally transparent under the laws of a jurisdiction with which the United States has an income tax treaty. See Form W-8IMY and the accompanying instructions for information on a reverse hybrid entity making a claim of treaty benefits on behalf of its owners.

Specified U.S. person. A specified U.S. person is any U.S. person other than a person identified in Regulations section 1.1473-1(c).

Substantial U.S. owner. A substantial U.S. owner (as defined in Regulations section 1.1473-1(b)) means any specified U.S. person that:

• Owns, directly or indirectly, more than 10 percent (by vote or value) of the stock of any foreign corporation;

• Owns, directly or indirectly, more than 10 percent of the profits or capital interests in a foreign partnership;

• Is treated as an owner of any portion of a foreign trust under sections 671 through 679; or

• Holds, directly or indirectly, more than a 10 percent beneficial interest in a trust.

Transfer. A transfer is a sale, exchange, or other disposition of a partnership interest, and includes a distribution from a partnership to a partner, as well as a transfer treated as a sale or exchange under section 707(a)(2)(B).

Transferee. A transferee is any person, foreign or domestic, that acquires a partnership interest through a transfer and includes a partnership that makes a distribution.

Transferor. A transferor is any person, foreign or domestic, that transfers a partnership interest. In the case of a trust, to the extent all or a portion of the income of the trust is treated as owned by the grantor or another person under sections 671 through 679 (such trust, a grantor trust), the term transferor means the grantor or other person.

U.S. person. A U.S. person is defined in section 7701(a) (30) and includes domestic partnerships, corporations, and trusts.

Certain foreign insurance companies issuing