Definitions

Account. With respect to QI, including a QI acting as a QDD, an account is defined in section 2.01 of the QI Agreement.

Account holder. An account holder is generally the person listed or identified as the holder or owner of a financial account (other than an agent or nominee that is not an FFI).

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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 is treated as held by the person owning the entity. With respect to a QI acting as a QDD, see section 2.02 of the QI Agreement for the definition of account holder.

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 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 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 (including dividend equivalents), 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).

Amounts subject to chapter 4 withholding are payments of U.S. source FDAP income that are withholdable payments as defined in Regulations section 1.1473-1(a) and to which no exception under Regulations section 1.1473-1(a)(4) applies (for example, certain nonfinancial payments are excepted from the definition of withholdable payment). The exemptions from withholding provided for under chapter 3 are not applicable when determining whether withholding applies under chapter 4.

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

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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 itself 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 owner of income paid to a foreign complex trust (that is, a foreign trust that is not a foreign simple trust or foreign grantor trust) is the trust itself.

Generally, these beneficial owner rules apply for purposes of sections 1441, 1442, and 1446(a) and (f), except that sections 1446(a) and (f) require a foreign simple trust to provide a Form W-8 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. 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 pertaining to itself. Instead, the entity must provide a 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 a 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.

Broker. A person described in Regulations section 1.1446(f)-1(b)(1) when referenced in connection with a transfer of a PTP interest.

Chapter 3. Chapter 3 of the Internal Revenue Code (Withholding of Tax on Nonresident Aliens and Foreign Corporations), excluding sections 1445 and 1446.

Chapter 3 withholding rate pool. A payment of a single type of income, based on the categories of income reported on Form 1042-S (for example, interest or dividends), that is not subject to withholding under chapter 4 but is subject to a single rate of withholding and is paid to foreign persons or, in the case of a zero-percent pool, U.S. exempt recipients not included in a separate pool of exempt recipients.

Chapter 4. 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. 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 Non-Financial Foreign Entity (NFFE) or passive NFFE.

Chapter 4 withholding rate pool. A pool identified on a withholding statement provided by an intermediary or flow-through entity with respect to a withholdable payment that is allocated to payees that are nonparticipating FFIs. The

term chapter 4 withholding rate pool also includes a pool identified on an FFI withholding statement provided by a participating FFI or registered deemed-compliant FFI with respect to a withholdable payment that is allocated to a class of recalcitrant account holders as described in Regulations section 1.1471- 4(d)(6) (or with respect to an FFI that is a QI, a single pool of recalcitrant account holders without the need to subdivide into each class of recalcitrant account holder), including a pool of account holders to which the escrow procedures for dormant accounts apply. Finally, a chapter 4 withholding rate pool also includes a pool of U.S. persons included in a U.S. payee pool described in Regulations section 1.6049-4(c)(4) provided by a participating FFI (including a reporting Model 2 FFI), a registered deemed-compliant FFI (including a reporting Model 1 FFI), or a QI.

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) and also an applicable IGA for entities treated as registered deemed-compliant FFIs.

Disclosing QI. For purposes of section 1446(a) or (f), a QI that provides with its withholding statement the specific payee documentation referenced in Regulations section 1.1446(f)-4(a)(7)(iii) (for an amount realized) or Regulations section 1.1446-4(e)(4) (for withholding on a PTP distribution under section 1446(a)) instead of the chapter 3 withholding rate pool information otherwise permitted to be included on the withholding statement. A QI that acts as a disclosing QI for a payment must act as a disclosing QI for the entire payment.

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. A disregarded entity does not submit Form W-8IMY to a withholding agent or FFI. Instead, the owner of such entity provides the appropriate documentation (for example, a Form W-8BEN-E if the owner is a foreign entity that is not a QDD). 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, see the instructions to Part II of Form W-8IMY for when to provide the chapter 4 status of the disregarded entity receiving the payment.

Certain entities that are disregarded for U.S. tax purposes may nevertheless be treated as treaty residents for purposes of claiming treaty benefits under an applicable tax treaty (see the definition of Hybrid entity, later). See Form W-8BEN-E and the accompanying instructions for more information about a hybrid entity claiming treaty benefits on its own behalf as a resident of a treaty jurisdiction.

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. 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).

Fiscally transparent entity. An entity is treated as fiscally transparent with respect to an item of income 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 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 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 financial institution (FFI). A foreign entity that is a financial institution.

Foreign person. A foreign person includes a nonresident alien individual, 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.

Global intermediary identification number (GIIN). The identification number assigned to an entity that has registered with the IRS for chapter 4 purposes.

Hybrid entity. Any person (other than an individual) that is treated as fiscally transparent (rather than as a beneficial owner) 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 for purposes of chapter 3. A hybrid entity, may, however, be considered the payee for purposes of chapter 4 (see Regulations section 1.1471-3(a) defining who is a payee of a withholdable payment). See the special instructions for hybrid entities, earlier, under Who Must Provide Form W-8IMY, and Regulations section 1.1471-3(d) for the documentation requirements with respect to entities receiving withholdable payments.

Intergovernmental Agreement (IGA). 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, go to www.treasury.gov/ resource-center/tax-policy/treaties/Pages/FATCA- Archive.aspx.

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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;

• Certain cash value insurance contracts; and

• Annuity contracts.

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 thereof, 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 thereof and the IRS. An FFI in a Model 2 IGA jurisdiction that registered with the IRS to obtain a GIIN and agreed to comply with the terms of an FFI agreement with respect to a branch is treated as 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 .

Intermediary. Any person that acts as a custodian, broker, nominee, or otherwise as an agent for another person, regardless of whether that other person is the beneficial owner of the amount paid, a flow-through entity, or another intermediary.

Qualified intermediary (QI). A person that is a party to a withholding agreement with the IRS (described in Regulations section 1.1441-1(e)(5)(iii)) and is:

• A foreign financial institution (other than a U.S. branch of an FFI) that is a participating FFI (including a reporting Model 2 FFI), a registered deemed-compliant FFI (including an FFI treated as a deemed-compliant FFI under an applicable IGA subject to due diligence and reporting requirements similar to those applicable to a registered deemed-compliant FFI under Regulations section 1.1471-5(f)(1), including the requirement to register with the IRS), or any other category of FFI identified in the QI agreement;

• A foreign person that is a home office or has a branch that is an eligible entity (as described in Regulations section 1.1441-1(e)(6)(ii);

• A foreign branch or office of a U.S. financial institution or a foreign branch or office of a U.S. clearing organization; or

• A foreign entity not described above that the IRS accepts as a qualified intermediary.

Qualified derivatives dealer (QDD). A QI that is an eligible entity that agrees to meet the requirements of Regulations section 1.1441-1(e)(6)(i) and the QI agreement and has been approved by the IRS to so act. An eligible entity is defined in Regulations section 1.1441-1(e)(6)(ii).

foregoing, a QDD may not act as a QSL for potential section 871(m) transactions, except with respect to a payment on a securities lending or sale-repurchase transaction for which the QI has determined that it is acting as an intermediary for the payment. While Notice 2010-46 was obsoleted, Notice 2020-2 permits withholding agents to apply the transition rules described in Notice 2010-46 for payments made in 2021 and 2022. Nonqualified intermediary. Any intermediary that is not a U.S. person and that is not a qualified intermediary.

Modified amount realized. In the case of an amount realized under section 1446(f) received by a transferor that is a foreign partnership, the amount determined under Regulations section 1.1446(f)-4(c)(2)(ii) (for a transfer of a PTP interest) or under Regulations section 1.1446(f)-2(c)(2) (iv) (for a transfer of an interest in a partnership other than a PTP).

Nominee. When referenced in connection with a PTP distribution, a person that holds an interest in a PTP on behalf of a foreign person and that is either a U.S. person, a QI that assumes primary withholding responsibility for a PTP distribution, or a U.S. branch of a foreign person (or territory financial institution) that agrees to be treated as a U.S. person with respect to the distribution. See Regulations section 1.1446-4(b)(3).

Nonreporting IGA FFI. 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.

The home office or branch, as applicable, that is a QDD must represent itself as a QDD on its Form W-8IMY and separately identify the home office or branch as a recipient on a withholding statement (if necessary). Each home office or branch that obtains QDD status is treated as a separate QDD.

Qualified securities lender (QSL). Notice 2010-46, provided rules for QSLs acting with respect to payments of substitute dividends. A QSL that is a QI should certify to its QSL status in Part III of this form, regardless of whether it is acting as a principal or an agent with respect to its QSL transactions. A QSL that is not a QI, including a QSL acting as a principal with respect to QSL transactions, should certify its QSL status in Part IV of this form. Notwithstanding the

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Nonwithholding foreign partnership, simple trust, or grantor trust. A nonwithholding foreign partnership is any foreign partnership other than a withholding foreign partnership. A nonwithholding foreign simple trust is any foreign simple trust that is not a withholding foreign trust. A nonwithholding foreign grantor trust is any foreign grantor trust that is not a withholding foreign trust.

Participating FFI. 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.

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. However, under certain circumstances a person who receives a payment will not be considered the payee. For purposes of chapter 3, see Regulations section 1.1441-1(b)(2) and for chapter 4, see Regulations section 1.1471-3(a)(3).

Publicly traded partnership (PTP). A PTP is an entity that has the same meaning as in section 7704 and Regulations sections 1.7704-1 through 1.7704-4 but does not include a PTP treated as a corporation under that section.

PTP distribution. A PTP distribution is a distribution made by a PTP.

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).

Reportable amount. Solely for purposes of the statements required to be attached to Form W-8IMY, a reportable amount is an amount subject to withholding under chapter 3, U.S. source deposit interest (including original issue discount), and U.S. source interest or original issue discount on the redemption of short-term obligations. It does not include payments on deposits with banks and other financial institutions that remain on deposit for 2 weeks or less or amounts received from the sale or exchange (other than a redemption) of a short-term obligation that is effected outside the United States. It also does not include amounts of original issue discount arising from a sale and repurchase transaction completed within a period of 2 weeks or less, or amounts described in Regulations section 1.6049-5(b)(7), (10), or (11) (relating to certain obligations issued in bearer form).

Reverse hybrid entity. 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.

Territory financial institution. A financial institution that is incorporated or organized under the laws of any U.S. territory. However, an investment entity that is not also a depository institution, custodial institution, or specified insurance company is not a territory financial institution. A territory financial institution acting as an intermediary or that is a flow-through entity may agree to be treated as a U.S. person under Regulations section 1.1441-1(b)(2)(iv)(A), for purposes of withholding on a PTP distribution as a nominee under Regulations section 1.1446-4(b)(3), or for an amount realized under section 1446(f).

Transfer. A sale, exchange, or other disposition of an interest in a partnership, 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. 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 an interest in a partnership. 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, the term transferor means the grantor or other person.

Underlying security. The term underlying security is defined in Regulations section 1.871-15(a)(15).

Withholdable payment. The term withholdable payment is defined in Regulations section 1.1473-1(a).

Withholding agent. Any person, U.S. or foreign, that has control, receipt, custody, disposal, or payment of U.S. source FDAP income subject to chapter 3 or a withholdable payment under chapter 4 is a withholding agent. The withholding agent may be an individual, corporation, partnership, trust, association, or any other entity, including (but not limited to)

any foreign intermediary, foreign partnership, and U.S. branches of certain foreign banks and insurance companies.

For purposes of section 1446(a), in general, the withholding agent is the partnership conducting the trade or business in the United States. For purposes of section 1446(a), the withholding agent for a PTP may be the partnership or a nominee for a distribution holding an interest on behalf of a foreign person. See Regulations section 1.1446-4.

Withholding foreign partnership (WP) or withholding foreign trust (WT). A WP or WT is a foreign partnership or a foreign simple or grantor trust that has entered into a withholding agreement with the IRS in which it agrees to assume primary withholding responsibility for purposes of chapter 4 and sections 1441 through 1443 for all payments that are made to its partners, beneficiaries, or owners, except as otherwise provided in the withholding agreement. A WP also includes a foreign reverse hybrid entity that has entered into a withholding agreement.

Withholding statement. A withholding statement for a reportable amount provides an allocation (by income type) to each payee (or withholding rate pool, if applicable, or other pool of payees to the extent permitted under the section 1441 and chapter 4 regulations) of each payment an intermediary or flow-through entity receives. For purposes of section 1446(a), a withholding statement provided by an upper-tier foreign partnership (or foreign grantor trust to a lower-tier partnership or intermediary receiving the amount on behalf of the foreign partnership or grantor trust) provides an allocation of the effectively connected income to each partner or owner in the upper-tier partnership or the trust. For purposes of section 1446(f), a withholding statement provided by an intermediary for an amount realized on the transfer of a PTP interest provides an allocation of the amount realized to each transferor of the PTP interest or to a chapter 3 or 4 withholding rate pool when permitted under Regulations section 1.1446(f)-4(a)(7). The withholding statement provided by an intermediary for a PTP distribution provides allocation information with respect to each partner receiving a distribution of an amount subject to withholding under section 1446(a) or (f), with respect to each beneficial owner or payee receiving an amount subject to withholding under chapter 3 or 4 on the distribution (such as a beneficiary of a partner in the PTP that is a simple trust receiving a payment subject to chapter 3 withholding), or with respect to a chapter 3 or 4 withholding rate pool as permitted (including a QI not assuming withholding responsibility for the distribution, but excluding an allocation to a U.S. partner or when the QI acts as a disclosing QI). For the limitation on when a nonqualified intermediary may provide a withholding statement for an amount realized, however, see Withholding statement for amount realized or PTP distribution in Part IV, later. Also, see Regulations section 1.1446-4(d)(1) for when the amounts subject to withholding on a PTP distribution cannot be determined from a qualified notice issued by the PTP. For a withholding statement provided by a foreign partnership to claim a modified amount realized for purposes of section 1446(f), see the instructions for Line 21d, later.

The withholding statement forms an integral part of the withholding certificate, and the penalties of perjury statement provided on the withholding certificate shall apply to the withholding statement. The withholding statement may be provided in any manner upon which the intermediary or the flow-through entity and the withholding agent mutually agree, including electronically if certain safeguards concerning

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electronic transmission are met. A withholding statement also provides information required for purposes of chapter 4 if the intermediary or flow-through entity is receiving a withholdable payment, in which case the entity must provide an FFI withholding statement, chapter 4 withholding statement, or exempt beneficial owner withholding statement (as applicable). See Regulations section 1.1471-3(c)(3)(iii)(B). Additional information is required for a withholding statement from a QDD. See QDD withholding statement , later.