Guide for filing a U.S. Income Tax Return for a Foreign ... deloitte 1120-f...• U.S. Employer Identification Number (EIN). If the corporation currently does not have a U.S. EIN,

© Deloitte LLP and affiliated entities.

Guide for filing a U.S. Income Tax Return for a Foreign Corporation Tax Year 2012

Prepared for Re:Sound By Deloitte LLP, US Tax Services, Toronto

September 6, 2013

Table of contents

Scope ............................................................................................................................................................ 1

Preparing a U.S. Income Tax Return for a Foreign Corporation .................................................................. 2

Appendix A - Sample Blank Forms ............................................................................................................... 4

Appendix B – Sample 2012 Form 1042-S issued by Your Organization .................................................... 15

Appendix C - United States Form 1120-F ................................................................................................... 16

Appendix D – Form SS-4 (EIN Application) ................................................................................................ 25

Appendix E - Form 8833 ............................................................................................................................. 26

Appendix F – Form W-8BEN....................................................................................................................... 27

Appendix G – Sample Statement to Attach to Form 1120-F ...................................................................... 28

Appendix H – Principle Business Activity Codes ........................................................................................ 29

Qualifications ............................................................................................................................................... 33

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© Deloitte LLP and affiliated entities.

Scope This Guide is solely for informational purposes and for the use of Re:Sound, and may not be relied upon by any other person or party for any purpose without the express written consent of Deloitte. Unless otherwise agreed to in writing by Deloitte, no third party is entitled to rely in any manner or for any purpose on this Guide. This Guide is not intended for the express or implied benefit of any third party. Deloitte assumes no responsibility for tax consequences, or any other consequences, to any other interested parties or to other persons. This Guide contains information regarding rights-holders, with non-U.S. corporations, who receive royalty income from Re:Sound and choose to prepare a U.S. corporate income tax return, to claim the U.S. income tax that was over withheld on royalty income earned by the corporation. This Guide is not designed to address the U.S. reporting of any other income that may be earned by such corporations. If additional income is earned by the corporation that must be reported on a U.S. tax return, or if it is unclear whether such income was earned through the corporation, a professional tax advisor should be consulted. This Guide does not address the U.S. reporting of any income earned by a corporation that is engaged in business in the U.S. or has a U.S. permanent establishment. A professional tax advisor should be consulted in such situations. The scope of this Guide is subject to the qualifications on Page 33.

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Preparing a U.S. Income Tax Return for a Foreign Corporation

What you will need before you begin to prepare the return

• Blank Form 1120-F. For payments received relating to the 2012 year, a 2012 Form 1120-F should be used. Refer to Appendix A for sample blank form. The most recent version of this form can be downloaded from the IRS website: http://www.irs.gov/pub/irs-pdf/f1120f.pdf

• Blank Form 8833. Refer to Appendix A for a sample blank form. The most recent version of this form can be downloaded from the IRS website:

http://www.irs.gov/pub/irs-pdf/f8833.pdf

• Blank Form W-8BEN. Refer to Appendix A for a sample blank form. The most recent version of this form can be downloaded from the IRS website: http://www.irs.gov/pub/irs-pdf/fw8ben.pdf

• U.S. Employer Identification Number (EIN). If the corporation currently does not have a U.S.

EIN, it will also need to complete Form SS-4 in order to apply for one before it can complete Form 1120-F. Refer to Appendix A for a sample blank form. The most recent version of Form SS-4 can be downloaded from the IRS website: http://www.irs.gov/pub/irs-pdf/fss4.pdf

• Copy of 2012 Form 1042-S issued to the corporation by your organization (e.g. AVLA, SOPROQ, ACTRA RACS, MROC or ARTISTI). Refer to Appendix B for a sample of this form.

Note: All amounts reported on Form 1042-S are in U.S. dollars, and all amounts on Form 1120-F must be reported in U.S. dollars.

Step 1. Complete Form 1120-F using Appendix C as a guide. A U.S. EIN is necessary to complete Form 1120-F. If the corporation does not have an EIN, complete Form SS-4 using Appendix D as a guide. Once completed, there are several options for filing Form SS-4 and receiving the EIN. The quickest way to receive an EIN is to apply by phone at 1-267-941-1099 (not toll free). When applying by phone please ensure to have the completed and signed Form SS-4 on hand as an IRS representative will ask for detailed information on the form and typically request that a copy of the form be faxed to their attention. Upon receipt of the form, the IRS agent will provide the EIN which can be used immediately on Form 1120-F. Alternatively, a completed Form SS-4 can be faxed or mailed to the IRS using the below address (note that the processing time for an EIN application is four business days via fax and four weeks via mail):

2

http://www.irs.gov/pub/irs-pdf/f1120f.pdf

http://www.irs.gov/pub/irs-pdf/f8833.pdf

http://www.irs.gov/pub/irs-pdf/fss4.pdf

Internal Revenue Service Center Attn: EIN International Operation Cincinnati, OH 45999 Fax-TIN: 859-669-5987

Step 2. Complete Form 8833 using Appendix E as a guide. Step 3. Complete Form W-8BEN using Appendix F as a guide. Step 4. Prepare a Statement using the sample provided in Appendix G as a guide. This Statement provides an explanation to the IRS as to the flow of the royalty payment from SoundExchange Inc. to the corporation. Step 5. Attach all required schedules (as applicable) and other forms after page 7 of Form 1120-F. Specifically, attach Form 8833, Form W-8BEN, the Statement and the 2012 Form 1042-S.

Step 6. Sign and date Form 1120-F. Step 7. File the assembled package with the IRS as soon as possible. The deadline to claim a refund is generally three years from the date the original return was due. In general, a foreign corporation that does not maintain an office or place of business in the U.S. must file Form 1120-F by the 15th day of the 6th month after the end of its tax year. A foreign corporation that does maintain an office or place of business in the U.S. must generally file by the 15th day of the 3rd month after the end of its tax year. Extensions to file may also be available. Accordingly, the deadline to claim the refund may vary. Assuming a foreign corporation had no office or place of business in the U.S. and had a calendar year-end (December 31), the deadline to claim a refund for the 2012 U.S. income tax would be June 15th, 2016.

The completed tax return should be mailed to:

Internal Revenue Service Centre P.O. Box 409101 Ogden, UT 84409 U.S.A.

We suggest that the tax return be sent to the tax authority by registered mail and that a delivery notification receipt be retained in order to provide evidence of timely filing in the event that the tax authority questions the filing date. Please retain a signed copy of the return and proof of filing for your records.

How long will it take to process the tax return? The IRS can take 16 weeks or longer to process the return. Processing time will also depend on whether or not the taxpayer is a first time filer, as processing time is usually much longer for first time filers.

3

Appendix A - Sample Blank Forms

• FORM 1120-F – U.S. Income Tax Return of a Foreign Corporation

• FORM 8833 – Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b)

• FORM SS-4 – Application for Employer Identification Number

• Form W-8BEN – Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding

4

Form 1120-FDepartment of the Treasury Internal Revenue Service

U.S. Income Tax Return of a Foreign CorporationFor calendar year 2012, or tax year beginning , 2012, and ending , 20

Information about Form 1120-F and its separate instructions is at www.irs.gov/form1120f.

OMB No. 1545-0126

2012Type

or

Print

Name

Number, street, and room or suite no. (see instructions)

City or town, state and ZIP code, or country (see instructions)

Employer identification number

Check box(es) if: Initial return

Name or address change Final return

First post-merger return Amended return

Schedule M-3 attached Protective return

A Country of incorporation

B Foreign country under whose laws the income reported on this return is also subject to tax

C Date incorporated

D (1) Location of corporation’s primary books and records (city, province or state, and country)

(2) Principal location of worldwide business

(3) If the corporation maintains an office or place of business in the United States, check here . . . . . . . . . . .

E If the corporation had an agent in the United States at any time during the tax year, enter:

(1) Type of agent

(2) Name(3) Address

F See the instructions and enter the corporation’s principal:

(1) Business activity code number

(2) Business activity

(3) Product or service

G Check method of accounting: (1) Cash (2) Accrual

(3) Other (specify)

Yes NoH Did the corporation’s method of accounting change from the preceding tax year? . . . . . . . .

If “Yes,” attach a statement with an explanation.

I Did the corporation’s method of determining income change from the preceding tax year? . . . . .

If “Yes,” attach a statement with an explanation.

J Did the corporation file a U.S. income tax return for the preceding tax year? . . . . . . . . . .

K (1) At any time during the tax year, was the corporation

engaged in a trade or business in the United States?

(2) If “Yes,” is taxpayer’s trade or business within the United States solely the result of a section 897 (FIRPTA) sale or disposition? . . . . . .

L Did the corporation have a permanent establishment in the United States for purposes of any applicable tax treaty between the United States and a foreign country?If “Yes,” enter the name of the foreign country:

M Did the corporation have any transactions with related parties?

If “Yes,” Form 5472 may have to be filed (see instructions).

Enter number of Forms 5472 attached Note: Additional information is required on page 2.

Computation of Tax Due or Overpayment

1 Tax from Section I, line 11, page 2. . . . . . . . . . . . . . 1

2 Tax from Section II, Schedule J, line 9, page 4 . . . . . . . . . . 2

3 Tax from Section III (add lines 6 and 10 on page 5) . . . . . . . . . 3

4 Total tax. Add lines 1 through 3 . . . . . . . . . . . . . . . . . . . . . . . 4

5a 2011 overpayment credited to 2012 . . . 5a

b 2012 estimated tax payments . . . . . 5b

c Less 2012 refund applied for on Form 4466 . 5c ( )

d Combine lines 5a through 5c . . . . . . . . . . . . . . . 5d

e Tax deposited with Form 7004 . . . . . . . . . . . . . . . 5e

f Credit for tax paid on undistributed capital gains (attach Form 2439). . . . 5f

g Credit for federal tax paid on fuels (attach Form 4136). See instructions . . 5g

h Refundable credit from Form 8827, line 8c . . . . . . . . . . . 5h

i U.S. income tax paid or withheld at source (add line 12, page 2, and amounts from Forms 8288-A and 8805 (attach Forms 8288-A and 8805)) . . . . . 5i

j Total payments. Add lines 5d through 5i . . . . . . . . . . . . . . . . . . . . . 5j

6 Estimated tax penalty (see instructions). Check if Form 2220 is attached . . . . . . . . . 6

7 Amount owed. If line 5j is smaller than the total of lines 4 and 6, enter amount owed . . . . . . . 7

8 a Overpayment. If line 5j is larger than the total of lines 4 and 6, enter amount overpaid . . . . . . . 8a

b Amount of overpayment on line 8a resulting from tax deducted and withheld under Chapter 3 (from Schedule W, line 7, page 7) 8b

9 Enter portion of line 8a you want Credited to 2013 estimated tax Refunded 9

Sign

Here

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.

Signature of officer Date Title

May the IRS discuss this return with the preparer shown below (see instructions)?

Yes No

Paid Preparer Use Only

Print/Type preparer’s name Preparer's signature DateCheck if self-employed

PTIN

Firm’s name

Firm's address

Firm's EIN

Phone no.

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 11470I Form 1120-F (2012)5

Form 1120-F (2012) Page 2

Additional Information (continued from page 1)Yes NoN Is the corporation a controlled foreign corporation?

(See section 957(a) for definition.) . . . . . .

O Is the corporation a personal service corporation? (See instructions for definition.) . . . . . . .

P Enter tax-exempt interest received or accrued during the tax year (see instructions) $

Q At the end of the tax year, did the corporation own, directly or indirectly, 50% or more of the voting stock of a U.S. corporation? (See section 267(c) for rules of attribution.) . . . . . . . . . . . . .If “Yes,” attach a statement showing (1) name and EIN of such U.S. corporation; (2) percentage owned; and (3) taxable income or (loss) before NOL and special deductions of such U.S. corporation for the tax year ending with or within your tax year.

R If the corporation has an NOL for the tax year and is electing to forego the carryback period, check here . . . . . . . . . . . . .

S Enter the available NOL carryover from prior tax years. (Do not reduce it by any deduction on line 30a, page 3.) $

T Is the corporation a subsidiary in a parent-subsidiary controlled group? . . . . . . . . . . .

If “Yes,” enter the parent corporation’s:

(1) EIN

(2) Name

U (1) Is the corporation a dealer under section 475? . .

(2) Did the corporation mark to market any securities or commodities other than in a dealer capacity?

Yes NoV At the end of the tax year, did any individual, partnership, corporation, estate, or trust own, directly or indirectly, 50% or more of the corporation’s voting stock? (See section 267(c) for rules of attribution.) If “Yes,” attach a statement showing the name and identifying number. (Do not include any information already entered in item T.) Enter percentage owned

W Is the corporation taking a position on this return that a U.S. tax treaty overrules or modifies an Internal Revenue law of the United States, thereby causing a reduction of tax? .If “Yes,” the corporation is generally required to complete and attach Form 8833. See Form 8833 for exceptions.

Note: Failure to disclose a treaty-based return position may result in a $10,000 penalty (see section 6712).

X During the tax year, did the corporation own any entity that was disregarded as an entity separate from its owner under Regulations sections 301.7701-2 and 301.7701-3? . .If “Yes,” attach a statement listing the name, country under whose laws the entity was organized, and EIN (if any) of each such entity.

Y (1) Did a partnership allocate to the corporation a distributive share of income from a directly owned partnership interest, any of which is ECI or treated as ECI by the partnership or the partner? . . . . . . .If “Yes,” attach Schedule P. See instructions.

(2) During the tax year, did the corporation own directly or indirectly, at least a 10% interest, in any foreign partnership?

If “Yes,” see instructions for required attachment.

Z (1) Has the corporation engaged in any transactions the

results of which are subject to the arm's length standard under section 482 and its regulations? . . . . . .

(2) Has the corporation recognized any interbranch

amounts? If “Yes,” attach statement (see instructions).

AA Is the corporation required to file Schedule UTP (Form 1120), Uncertain Tax Position Statement (see instructions)? If "Yes," complete and attach Schedule UTP.

SECTION I— Income From U.S. Sources Not Effectively Connected With the Conduct of a Trade or Business in

the United States—Do not report items properly withheld and reported on Form 1042-S. See instructions.Include below only income from U.S. sources that is not effectively connected with the conduct of a trade or business in the United States. Do not report items properly withheld and reported on Form 1042-S. Report only items that (a) are not correctly withheld at source or (b) are not correctly reported on Form 1042-S. The rate of tax on each item of gross income listed below is 30% (4% for the gross transportation tax) or such lower rate specified by tax treaty. No deductions are allowed against these types of income. Enter treaty rates where applicable. If the corporation is claiming

a lower treaty rate, also complete item W above. If multiple treaty rates apply to a type of income (e.g., subsidiary and portfolio dividends or dividends received by disregarded entities), attach a statement showing the amounts, tax rates, and withholding for each.

Name of treaty country, if any

(a) Class of income (see instructions)

(b)

Gross amount(c)

Rate of tax (%)(d)

Amount of tax liability

(e)

Amount of U.S. income tax paid or withheld at the source

1 Interest . . . . . . . . . . .

2 Dividends . . . . . . . . . .

3 Rents . . . . . . . . . . . .

4 Royalties . . . . . . . . . . .

5 Annuities . . . . . . . . . . .

6

Gains from disposal of timber, coal, or domestic iron ore with a retained economic interest (attach supporting statement) . .

7 Gains from sale or exchange of patents, copyrights, etc.

8 Fiduciary distributions (attach supporting statement)

9 Gross transportation income (attach Schedule V)

10

Other fixed or determinable annual or periodic gains, profits, and income . . . . . .

11 Total. Enter here and on line 1, page 1 . . . . . . . . . . . . . . 12 Total. Enter here and include on line 5i, page 1 . . . . . . . . . . . . . . . . . . . .

13 Is the corporation fiscally transparent under the laws of the foreign jurisdiction with respect to any item of income listed above? Yes No

If “Yes,” attach a statement that provides the information requested above with respect to each such item of income.

Form 1120-F (2012)

4

6

Form 1120-F (2012) Page 3

SECTION II—Income Effectively Connected With the Conduct of a Trade or Business in the United States (see instructions)Important: Fill in all applicable lines and schedules. If you need more space, see Assembling the Return in the instructions.

Inc

om

e

1 a Gross receipts or sales b Less returns and allowances c Bal 1c

2 Cost of goods sold (attach Form 1125-A) . . . . . . . . . . . . . . . . . . . 2

3 Gross profit (subtract line 2 from line 1c) . . . . . . . . . . . . . . . . . . 3

4 Dividends (Schedule C, line 14) . . . . . . . . . . . . . . . . . . . . . 4

5 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6 Gross rents . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7 Gross royalties . . . . . . . . . . . . . . . . . . . . . . . . . . 7

8 Capital gain net income (attach Schedule D (Form 1120)) . . . . . . . . . . . . . 8

9 Net gain or (loss) from Form 4797, Part II, line 17 (attach Form 4797) . . . . . . . . . . 9

10 Other income (see instructions—attach statement) . . . . . . . . . . . . . . . . 10

11 Total income. Add lines 3 through 10 . . . . . . . . . . . . . . . . . . 11

De

du

cti

on

s (S

ee in

stru

ctio

ns fo

r lim

itatio

ns o

n d

educ

tions

.) 12 Compensation of officers (see instructions—attach Form 1125-E) . . . . . . . . . . . 12

13 Salaries and wages (less employment credits) . . . . . . . . . . . . . . . . . 13

14 Repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . . 14

15 Bad debts (for bad debts over $500,000, attach a list of debtors and amounts) . . . . . . . 15

16 Rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

17 Taxes and licenses . . . . . . . . . . . . . . . . . . . . . . . . . 17

18 Interest expense from Schedule I, line 25 (see instructions) . . . . . . . . . . . . . 18

19 Charitable contributions . . . . . . . . . . . . . . . . . . . . . . . . 19

20 Depreciation from Form 4562 not claimed on Form 1125-A or elsewhere on return (attach Form 4562) . 20

21 Depletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

22 Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

23 Pension, profit-sharing, etc., plans . . . . . . . . . . . . . . . . . . . . 23

24 Employee benefit programs . . . . . . . . . . . . . . . . . . . . . . 24

25 Domestic production activities deduction (attach Form 8903) . . . . . . . . . . . . . 25

26 Deductions allocated and apportioned to ECI from Schedule H, line 20 (see instructions) . . . . . 26

27 Other deductions (attach statement) . . . . . . . . . . . . . . . . . . . . 27

28 Total deductions. Add lines 12 through 27 . . . . . . . . . . . . . . . . . 28

29 Taxable income before NOL deduction and special deductions (subtract line 28 from line 11) . . 29

30 Less: a Net operating loss deduction (see instructions) . . . . 30a

b Special deductions (Schedule C, line 15) . . . . . . 30b

c Add lines 30a and 30b . . . . . . . . . . . . . . . . . . . . . 30c

31 Taxable income or (loss). Subtract line 30c from line 29 . . . . . . . . . . . . . . 31

Form 1120-F (2012)

7

Form 1120-F (2012) Page 4

SECTION II—Income Effectively Connected With the Conduct of a Trade or Business in the United States (Continued) Schedule C Dividends and Special Deductions (see instructions)

(a) Dividends received (b) % (c) Special deductions:

(a) × (b)1

Dividends from less-than-20%-owned domestic corporations (other than debt-financed stock) . . . . . . . . . . . . . . . 70

2

Dividends from 20%-or-more-owned domestic corporations (other than debt-financed stock) . . . . . . . . . . . . . . . . 80

3 Dividends on debt-financed stock of domestic and foreign corporations (section 246A) see instructions

4 Dividends on certain preferred stock of less-than-20%-owned public utilities 42 5 Dividends on certain preferred stock of 20%-or-more-owned public utilities . 48 6 Dividends from less-than-20%-owned foreign corporations . . . . . 70 7 Dividends from 20%-or-more-owned foreign corporations . . . . . . 80 8 Total. Add lines 1 through 7. See instructions for limitation . . . . .

9 Dividends from foreign corporations not included on lines 3, 6, or 7 . . .

10 Foreign dividend gross-up (section 78) . . . . . . . . . . .

11 IC-DISC and former DISC dividends not included on lines 1, 2, or 3 (section 246(d))

12 Other dividends . . . . . . . . . . . . . . . . . .

13 Deduction for dividends paid on certain preferred stock of public utilities .

14 Total dividends. Add lines 1 through 12. Enter here and on line 4, page 3 .

15 Total special deductions. Add lines 8 and 13. Enter here and on line 30b, page 3 . . . . . . . .

Schedule J Tax Computation (see instructions)1 Check if the corporation is a member of a controlled group (attach Schedule O (Form 1120)) . . .

2 Income tax. Check if a qualified personal service corporation (see instructions) . . . . . . 2

3 Alternative minimum tax (attach Form 4626) . . . . . . . . . . . . . . . . . . . 3

4 Add lines 2 and 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5a Foreign tax credit (attach Form 1118) . . . . . . . . . . . 5a

b General business credit (attach Form 3800) . . . . . . . . . 5b

c Credit for prior year minimum tax (attach Form 8827) . . . . . . 5c

d Bond credits from Form 8912 . . . . . . . . . . . . . 5d

6 Total credits. Add lines 5a through 5d . . . . . . . . . . . . . . . . . . . . 6

7 Subtract line 6 from line 4 . . . . . . . . . . . . . . . . . . . . . . . . 7

8 Other taxes. Check if from: Form 4255 Form 8611 Form 8697

Form 8866 Form 8902 Other (attach statement) . 8

9 Total tax. Add lines 7 and 8. Enter here and on line 2, page 1 . . . . . . . . . . . . . . 9

Form 1120-F (2012)

8

Form 1120-F (2012) Page 5

SECTION III—Branch Profits Tax and Tax on Excess Interest

Part I—Branch Profits Tax (see instructions)1 Enter the amount from Section II, line 29 . . . . . . . . . . . . . . . . . . . . . 1

2 Enter total adjustments to line 1 to get effectively connected earnings and profits. (Attach required statement showing the nature and amount of adjustments.) (See instructions.) . . . . . . . . . . . . . 2

3 Effectively connected earnings and profits. Combine line 1 and line 2 . . . . . . . . . . . . 3

4 a Enter U.S. net equity at the end of the current tax year. (Attach required statement.) . . . . . . . . 4a

b Enter U.S. net equity at the end of the prior tax year. (Attach required statement.) . . . . . . . . 4b

c Increase in U.S. net equity. If line 4a is greater than or equal to line 4b, subtract line 4b from line 4a. Enter the result here and skip to line 4e . . . . . . . . . . . . . . . . . . . . . . . . 4c

d Decrease in U.S. net equity. If line 4b is greater than line 4a, subtract line 4a from line 4b . . . . . . 4d

e Non-previously taxed accumulated effectively connected earnings and profits. Enter excess, if any, of effectively connected earnings and profits for preceding tax years beginning after 1986 over any dividend equivalent amounts for those tax years . . . . . . . . . . . . . . . . . . . . . 4e

5 Dividend equivalent amount. Subtract line 4c from line 3. If zero or less, enter -0-. If no amount is entered on line 4c, add the lesser of line 4d or line 4e to line 3 and enter the total here . . . . . . . . . . 5

6 Branch profits tax. Multiply line 5 by 30% (or lower treaty rate if the corporation is a qualified resident or otherwise qualifies for treaty benefits). (See instructions.) Enter here and include on line 3, page 1. Also

complete item W on page 2 . . . . . . . . . . . . . . . . . . . . . . . . 6

Part II—Tax on Excess Interest (see instructions for this Part and for Schedule I (Form 1120-F))7 a Enter the interest from Section II, line 18 . . . . . . . . . . . . . . . . . . . . . 7a

b Enter the inverse of the total amount deferred, capitalized, and disallowed from Schedule I, line 24d (i.e., if line 24d is negative, enter as a positive number; if line 24d is positive, enter as a negative number) . . . . . 7b

c Combine lines 7a and 7b (amount must equal Schedule I, line 23) . . . . . . . . . . . . . 7c

8 Branch Interest (see instructions for definition): Enter the sum of Schedule I, line 9, column (c), and Schedule I, line

22. If the interest paid by the foreign corporation’s U.S. trade or business was increased because 80% or more of the

foreign corporation’s assets are U.S. assets, check this box . . . . . . . . . . . . . . . 8

9 a Excess interest. Subtract line 8 from line 7c. If zero or less, enter -0- . . . . . . . . . . . . 9a

b If the foreign corporation is a bank, enter the excess interest treated as interest on deposits (see instructions for rules for computing this amount). Otherwise, enter -0-. . . . . . . . . . . . . . . . 9b

c Subtract line 9b from line 9a . . . . . . . . . . . . . . . . . . . . . . . . 9c

10 Tax on excess interest. Multiply line 9c by 30% or lower treaty rate (if the corporation is a qualified resident or otherwise qualifies for treaty benefits). (See instructions.) Enter here and include on line 3, page 1. Also

complete item W on page 2 . . . . . . . . . . . . . . . . . . . . . . . . 10

Part III—Additional InformationYes No

11 Is the corporation claiming a reduction in, or exemption from, the branch profits tax due to:

a A complete termination of all U.S. trades or businesses? . . . . . . . . . . . . . . . . . . . . . .

b The tax-free liquidation or reorganization of a foreign corporation? . . . . . . . . . . . . . . . . . . .

c The tax-free incorporation of a U.S. trade or business? . . . . . . . . . . . . . . . . . . . . . .

If 11a or 11b applies and the transferee is a domestic corporation, attach Form 8848. If 11c applies, attach the statement required by Temporary Regulations section 1.884-2T(d)(5).

Form 1120-F (2012)

9

Form 1120-F (2012) Page 6

Note: Check if completing on U.S. basis or Worldwide basis.Schedule L Balance Sheets per Books

Beginning of tax year End of tax year

( ) ( )

( ) ( )

( ) ( )

( ) ( )

( ) ( )

Assets (a) (b) (c) (d)

1 Cash . . . . . . . . . . . .

2a Trade notes and accounts receivable . .

b Less allowance for bad debts . . . . .

3 Inventories . . . . . . . . . .

4 U.S. government obligations . . . . .

5 Tax-exempt securities (see instructions) . .

6a Interbranch current assets* . . . . .

b Other current non-U.S. assets* . . . .

c Other current U.S. assets* . . . . . .

7 Loans to shareholders . . . . . . .

8 Mortgage and real estate loans . . . .

9a

Other loans and investments—non-U.S. assets* . . . . . . . . . . .

b Other loans and investments—U.S. assets* .

10a Buildings and other depreciable assets . .

b Less accumulated depreciation . . . .

11a Depletable assets . . . . . . . .

b Less accumulated depletion . . . . .

12 Land (net of any amortization) . . . . .

13a Intangible assets (amortizable only) . . .

b Less accumulated amortization . . . .

14 Assets held in trust . . . . . . . .

15 Other non-current interbranch assets* . .

16a Other non-current non-U.S. assets* . . .

b Other non-current U.S. assets* . . . .17 Total assets . . . . . . . . . .

Liabilities

18 Accounts payable . . . . . . . .

19

Mortgages, notes, bonds payable in less than 1 year:

a Interbranch liabilities* . . . . . . .

b Third-party liabilities* . . . . . . .

20 Other current liabilities* . . . . . . .

21 Loans from shareholders . . . . . .

22

Mortgages, notes, bonds payable in 1 year or more:

a Interbranch liabilities* . . . . . . .

b Third-party liabilities* . . . . . . .

23 Liabilities held in trust . . . . . . .

24a Other interbranch liabilities* . . . . .b Other third-party liabilities* . . . . . .

Equity

25 Capital stock: a Preferred stock . . . .

b Common stock . . . .

26 Additional paid-in capital . . . . . .

27 Retained earnings—Appropriated* . . .

28 Retained earnings—Unappropriated . . .

29 Adjustments to shareholders’ equity* . . .

30 Less cost of treasury stock . . . . . .31 Total liabilities and shareholders’ equity . .

*Attach statement—see instructions. Form 1120-F (2012)

10

Form 1120-F (2012) Page 7

Schedule W Overpayment Resulting From Tax Deducted and Withheld Under Chapter 3

1 Total Chapter 3 payments. Enter the amount from page 1, line 5i . . . . . . . . . . . . . 1

2 Enter the tax amount from page 1, line 1 . . . . . . . . . . . . 2

3 Enter the portion of the tax amount shown on page 1, line 2 pertaining to income associated with amounts deducted and withheld under sections 1445 and 1446 (see instructions for general guidelines) . . . . . . . . . 3

4 Total Chapter 3 tax. Combine lines 2 and 3 . . . . . . . . . . . . . . . . . . . 4

5 Tentative overpayment resulting from tax deducted and withheld under Chapter 3.

Subtract line 4 from line 1 . . . . . . . . . . . . . . . . . . . . . . . . . 5

6 Enter the amount from page 1, line 8a . . . . . . . . . . . . . . . . . . . . . 6

7 Overpayment resulting from tax deducted and withheld under Chapter 3.

Enter the smaller of line 5 or line 6. Enter the result here and on page 1, line 8b . . . . . . . . . . 7

Form 1120-F (2012)

11

Form 8833(Rev. December 2012)Department of the Treasury Internal Revenue Service

Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b)

Attach to your tax return.

Information about Form 8833 and its instructions is at www.irs.gov/form8833.

OMB No. 1545-1354

Attach a separate Form 8833 for each treaty-based return position taken. Failure to disclose a treaty-based return position may result in a penalty of $1,000 ($10,000 in the case of a C corporation) (see section 6712).

Name U.S. taxpayer identifying number

Address in country of residence Address in the United States

Check one or both of the following boxes as applicable: • The taxpayer is disclosing a treaty-based return position as required by section 6114 . . . . . . . . . . . . . • The taxpayer is a dual-resident taxpayer and is disclosing a treaty-based return position as required by

Regulations section 301.7701(b)-7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Note. If the taxpayer is a dual-resident taxpayer and a long-term resident, by electing to be treated as a resident of a foreign country for purposes of claiming benefits under an applicable income tax treaty, the taxpayer will be deemed to have expatriated pursuant to section 877A. For more information, see the instructions.

Check this box if the taxpayer is a U.S. citizen or resident or is incorporated in the United States . . . . . . . . . . 1 Enter the specific treaty position relied on: a Treaty country b Article(s)

2 List the Internal Revenue Code provision(s) overruled or modified by the treaty-based return position

3 Name, identifying number (if available to the taxpayer), and address in the United States of the payor of the income (if fixed or determinable annual or periodical). See instructions.

4 List the provision(s) of the limitation on benefits article (if any) in the treaty that the taxpayer relies on to prevent applicationof that article

5 Explain the treaty-based return position taken. Include a brief summary of the facts on which it is based. Also, list the nature and amount (or a reasonable estimate) of gross receipts, each separate gross payment, each separate gross income item, or other item (as applicable) for which the treaty benefit is claimed

For Paperwork Reduction Act Notice, see the instructions. Cat. No. 14895L Form 8833 (Rev. 12-2012) 12

Application for Employer Identification Number Form SS-4 EIN

(Rev. January 2010) (For use by employers, corporations, partnerships, trusts, estates, churches,government agencies, Indian tribal entities, certain individuals, and others.)

OMB No. 1545-0003

Department of the TreasuryInternal Revenue Service

Legal name of entity (or individual) for whom the EIN is being requested

1

Executor, administrator, trustee, “care of” name

3

Trade name of business (if different from name on line 1)

2

Mailing address (room, apt., suite no. and street, or P.O. box)

4a

Street address (if different) (Do not enter a P.O. box.)

5a

City, state, and ZIP code (if foreign, see instructions)

4b

City, state, and ZIP code (if foreign, see instructions)

5b

County and state where principal business is located

6

Name of responsible party

7a

Estate (SSN of decedent)

Type of entity (check only one box). Caution. If 8a is “Yes,” see the instructions for the correct box to check.

9a

Partnership

Plan administrator (TIN)

Sole proprietor (SSN)

Farmers’ cooperative

Corporation (enter form number to be filed) �

Personal service corporation

REMIC

Church or church-controlled organization

National Guard

Trust (TIN of grantor)

Group Exemption Number (GEN) if any �

Other nonprofit organization (specify) �

Other (specify) �

9b

If a corporation, name the state or foreign country(if applicable) where incorporated

Changed type of organization (specify new type) �

Reason for applying (check only one box)

10

Purchased going business

Started new business (specify type) �

Hired employees (Check the box and see line 13.)

Created a trust (specify type) �

Created a pension plan (specify type) �

Banking purpose (specify purpose) �

Other (specify) �

12

11

Closing month of accounting year

Date business started or acquired (month, day, year). See instructions.

15 First date wages or annuities were paid (month, day, year). Note. If applicant is a withholding agent, enter date income will first be paid tononresident alien (month, day, year) �

Household

Agricultural

13 Highest number of employees expected in the next 12 months (enter -0- if none).

17 Indicate principal line of merchandise sold, specific construction work done, products produced, or services provided.

18 Has the applicant entity shown on line 1 ever applied for and received an EIN? Yes No

Complete this section only if you want to authorize the named individual to receive the entity’s EIN and answer questions about the completion of this form.

Designee’s telephone number (include area code)

Date �

Signature �

For Privacy Act and Paperwork Reduction Act Notice, see separate instructions. Form SS-4 (Rev. 1-2010)

Typ

e o

r p

rint

cle

arly

.

Cat. No. 16055N

Foreign country

State

Designee’s fax number (include area code)

� See separate instructions for each line.

( )

( )

� Keep a copy for your records.

Compliance with IRS withholding regulations

SSN, ITIN, or EIN

7b

Other

Applicant’s telephone number (include area code)

Applicant’s fax number (include area code)

( )

( )

Under penalties of perjury, I declare that I have examined this application, and to the best of my knowledge and belief, it is true, correct, and complete.

Name and title (type or print clearly) �

ThirdPartyDesignee

Designee’s name

Address and ZIP code

Federal government/military Indian tribal governments/enterprises

State/local government

If you expect your employment tax liability to be $1,000or less in a full calendar year and want to file Form 944annually instead of Forms 941 quarterly, check here.(Your employment tax liability generally will be $1,000or less if you expect to pay $4,000 or less in totalwages.) If you do not check this box, you must fileForm 941 for every quarter.

Is this application for a limited liability company (LLC) (or a foreign equivalent)?

No

Yes

8a

If 8a is “Yes,” enter the number ofLLC members �

8b

If 8a is “Yes,” was the LLC organized in the United States?

8c

No

Yes

14

Check one box that best describes the principal activity of your business.

16 Construction Real estate

Rental & leasing Manufacturing

Transportation & warehousing Finance & insurance

Health care & social assistance Accommodation & food service Other (specify)

Wholesale-agent/broker Wholesale-other

Retail

If “Yes,” write previous EIN here �

If no employees expected, skip line 14.

13

Form W-8BEN(Rev. February 2006)

Department of the TreasuryInternal Revenue Service

Certificate of Foreign Status of Beneficial Ownerfor United States Tax Withholding

� See separate instructions.� Give this form to the withholding agent or payer. Do not send to the IRS.

OMB No. 1545-1621

Do not use this form for: Instead, use Form:

● A foreign partnership, a foreign simple trust, or a foreign grantor trust (see instructions for exceptions) W-8ECI or W-8IMY● A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization,

foreign private foundation, or government of a U.S. possession that received effectively connected income or that isclaiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions) W-8ECI or W-8EXP

● A person acting as an intermediary W-8IMY

● A person claiming that income is effectively connected with the conductof a trade or business in the United States W-8ECI

Part I

Part II

Identification of Beneficial Owner (See instructions.)1

3

2

4

5

6 7

Name of individual or organization that is the beneficial owner

Type of beneficial owner:

Country of incorporation or organization

Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.

City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)

U.S. taxpayer identification number, if required (see instructions) Foreign tax identifying number, if any (optional)

Individual Corporation Partnership Simple trust

Mailing address (if different from above)

City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)

Claim of Tax Treaty Benefits (if applicable)I certify that (check all that apply):

The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country.

If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).

The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, ifapplicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).

The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from aU.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).

The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will fileForm 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000.

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. Ifurther certify under penalties of perjury that:1 I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates,2 The beneficial owner is not a U.S. person,3 The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but isnot subject to tax under an income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and4 For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Sign Here � Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY)

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN (Rev. 2-2006)

� Section references are to the Internal Revenue Code.

a

b

c

d

e

SSN or ITIN EIN

Capacity in which acting

Disregarded entity

Certification

9

Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article of the

treaty identified on line 9a above to claim a % rate of withholding on (specify type of income): .

Explain the reasons the beneficial owner meets the terms of the treaty article:

10

Government International organization

Central bank of issue Tax-exempt organization

Part IV

Part III Notional Principal Contracts11 I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively

connected with the conduct of a trade or business in the United States. I agree to update this statement as required.

● A U.S. citizen or other U.S. person, including a resident alien individual W-9

Private foundation

Note: These entities should use Form W-8BEN if they are claiming treaty benefits or are providing the form only toclaim they are a foreign person exempt from backup withholding.

Note: See instructions for additional exceptions.

Grantor trust EstateComplex trust

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner orany withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

8 Reference number(s) (see instructions)

Printed on Recycled Paper

14

Appendix B – Sample 2012 Form 1042-S issued by Your Organization

This amount represents the total royalty income earned

This amount represents the tax that was withheld from the royalty income

Recipient Codes may vary. Recipient Code 02 indicates the recipient is a corporation.

Appendix B is for illustrative purposes only. You should receive a Form 1042-S from your organization. Use that Form1042-S to prepare your tax return.

Income Code 12 indicates that the slip relates to royalty income.

15

Appendix C - United States Form 1120-F

A calendar year-end has been assumed; if this is not the case enter the dates for the fiscal year

Enter the corporate name and address and answer questions A-M

Enter the corporation’s EIN – Refer to Step 1 of this Guide to obtain an EIN

If this is the corporation’s first time filing a U.S. return check the initial return box

Different business codes and activities may apply. For example “Performing Arts Companies” with business code 711100. A listing of business activity codes can be found in Appendix H.

These answers should apply to all corporations for whom this Guide is targeted as outlined in the Scope section. If you are unsure whether your corporation engaged in business in the U.S. or has a permanent establishment in the U.S. please speak to your tax advisor.

Enter the date of incorporation

Appendix C is for illustrative purposes only. Each question should be answered as it applies to your corporation.

16

Enter the amount on line 11 of page 2 of this form

Enter the amount on line 12 of page 2 of this form

Enter the date of signing and include your title with respect to the corporation e.g. President


17

A sample statement can be found at the end of this Appendix

Answer questions N - AA

Enter the amount in Box 8 of Form 1042-S issued by your organization

Enter the amount in Box 2 of Form 1042-S issued by your organization

Multiply column B by column C and enter the result here

A foreign (non-U.S.) corporation that is a resident of Canada for purposes of the Canada-U.S. Income Tax Convention (“The Treaty”) may be eligible to claim a 0% or 10% rate of withholding tax. A professional tax advisor should be consulted to ensure that the corporation is eligible to claim Treaty benefits and the reduced rate of withholding.

Questions N – AA have been answered appropriately for corporations that meet the criteria outlined in the Scope section of this Guide.


18

The schedule does not need to be completed for corporations meeting the criteria set out in the Scope section.


19



20



21



22

Complete the above schedule as indicated in the instructions on each line.


23

1234567 Canada Inc. EIN: 99-9999999

Statement Attached to and Forming Part of Tax Return 1120-F

Form 1120-F Page 2 Question V Additional Information

Name: John Q. Taxpayer Identifying Number: Foreign US % Owned: 100%

This statement is only a sample provided to illustrate the information required and should be completed based on the ownership information of the corporation.

24

Appendix D – Form SS-4 (EIN Application)

Include your name, title with respect to the corporation, phone and fax number. Sign and date the form

This should be the person signing the form

Lines 16 & 17 should be consistent with page 1 of Form 1120-F. See comment on page 1 of Form 1120-F regarding different business activities.

Appendix D is for illustrative purposes only. Each question should be answered as it applies to your corporation.

25

Appendix E - Form 8833

Enter the corporation’s name, address and EIN

Ensure this box is checked

The applicability of the particular limitation of benefits article relied upon will vary depending upon the specific facts surrounding each corporation (i.e. ownership, active business, etc.). Please consult with a professional tax advisor for more information.

Sample wording provided. Please consult with a professional tax advisor for specific wording applicable to your corporation.

The treaty Article indicated here is for corporations meeting the criteria in the Scope section. Please consult with a professional tax advisor for more information.

26

Appendix F – Form W-8BEN

Enter the corporate name, country of incorporation, address and EIN in Part I

Complete part II as indicated here

Enter the date of signing and include your title with respect to the corporation e.g. President

Appendix F is for illustrative purposes only. Each question should be answered as it applies to your corporation.

27

Appendix G – Sample Statement to Attach to Form 1120-F

ATTACHMENT TO FORM 1120-F, U.S. INCOME TAX RETURN OF A FOREIGN CORPORATION

TAXPAYER: [INSERT TAXPAYER NAME]

EIN: [INSERT TAXPAYER EIN]

In 2012, SoundExchange Inc., a United States Corporation and a United States Withholding Agent, made a payment of royalties to Re:Sound, a Canadian not-for-profit corporation and non-qualified intermediary organization. SoundExchange Inc. withheld 30% tax on the payment.

Re:Sound, in turn, distributed allocable portions of the royalty payment received to its member organizations. The member organizations of Re:Sound act as intermediaries on behalf of artists and record companies. [INSERT NAME OF YOUR ORGANIZATION] is one of Re:Sound’s member organizations. The corresponding portion of the 30% tax originally withheld was also allocated to [INSERT NAME OF YOUR ORGANIZATION].

[INSERT NAME OF YOUR ORGANIZATION] distributed an allocable portion of the royalty payment to the taxpayer, who is the ultimate beneficial owner of such royalty payment. Attached to this tax return is a copy of the Form 1042-S, “Foreign Person’s U.S. Source Income Subject to Withholding”, that the taxpayer received from [INSERT NAME OF YOUR ORGANIZATION].

This statement is only a sample provided to illustrate the flow of funds from SoundExchange Inc. through Re:Sound, through your organization and to your

corporation, the ultimate beneficiary. The statement should be modified as applicable to your corporation

28

Appendix H – Principle Business Activity Codes

29

30

31

32

Qualifications

This Guide is not intended to be a formal opinion of tax consequences and, thus, may not contain a full description of all the facts or a complete exposition and analysis of all relevant tax authorities. The Guide is intended to represent general tax comments only. The tax comments in this Guide are not binding on the Internal Revenue Service (the “IRS” or “Service”) and there can be no assurance that the Service will not take a contrary position and that such position, if taken, will not be sustained. Our views and comments expressed herein are based upon our interpretation of the relevant provisions of the U.S. Internal Revenue Code, the Convention between Canada and the U.S. with respect to Tax on Income and Capital, regulations and legislation in force on the date hereof, all proposed amendments thereto publicly announced by the IRS, our interpretation of relevant jurisprudence and our understanding of the current administrative practices and policies of the IRS.

Each of these authorities is subject to change at any time, and any such change could have a retroactive effect. Further, there is no certainty that proposed legislative or regulatory amendments will be enacted in their current form or that new proposals will not be introduced with retroactive effect. Any such development could cause the tax comments provided herein to become invalid, in whole or in part, with respect to any entity or person involved in the transactions described herein. Our conclusions are valid as of the date of this Guide and we have no responsibility to report any changes or to update this Guide for any changes in applicable law or authorities occurring after this date except if engaged by Re:Sound to update it at a future date.

Any U.S. Federal, state, or local tax advice included in this written or electronic communication was not intended or written to be used, and it cannot be used by the taxpayer, for the purpose of avoiding any penalties that may be imposed by any U.S. Federal, state or local governmental taxation authority or agency.

33

Documents

Guide for filing a U.S. Income Tax Return for a Foreign ... deloitte 1120-f...• U.S. Employer Identification Number (EIN). If the corporation currently does not have a U.S. EIN,