Form 8281 (Rev. 9-2014)
Page 3
General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Future Developments
For the latest information about developments related to Form
8281, such as legislation enacted after this form and
instructions were published, go to www.irs.gov/form8281.
Purpose of Form
If you are the issuer of publicly offered debt instruments having
original issue discount (OID), file Form 8281 to provide the
information required by section 1275(c). The reporting
requirements of section 1275(c) were designed to facilitate the
IRS’s collection and publication of the OID information needed
by brokers and middlemen in order for them to provide
information returns to holders of OID debt instruments. Since
1984, the IRS has compiled the OID information reported by the
issuer on Form 8281 and made that information available to the
public in the OID tables, which can be found at
www.irs.gov/pub1212 by clicking the link under Recent
Developments.
Use and Availability of Information on This
Form
For each year a debt instrument is outstanding, the following
information reported on Form 8281 will be published in the OID
tables, which can be found at www.irs.gov/pub1212 by clicking
the link under Recent Developments.
1. The issuer’s name.
2. The CUSIP number.
3. The issue date.
4. The maturity date.
5. The issue price.
6. The annual stated interest rate.
7. The yield to maturity.
8. The daily OID per $1,000 of maturity value for each accrual
period.
9. The OID per $1,000 of maturity value for each calendar
year.
10. The total OID as of the beginning of the calendar year.
Who Must File
An issuer of a publicly offered debt instrument (obligation)
having OID, such as a bond, debenture, or note, must file Form
8281. Publicly offered debt instruments also may include:
1. Serial obligations.
2. Debt instruments issued in exchange for other debt
instruments or for stock.
3. A debt instrument sold together with options or warrants
(an investment unit).
4. Sinking fund instruments.
5. Convertible instruments.
An obligation registered with the Securities and Exchange
Commission (SEC) is a publicly offered debt instrument. An
obligation exempt from SEC registration may be publicly
offered. See Regulations section 1.1275-1(h).
Exceptions. Do not file this form for the following:
1. Regular interests of a real estate mortgage investment
conduit (REMIC) or collateralized debt obligations (CDOs).
REMICs and issuers of CDOs must file Form 8811, Information
Return for Real Estate Mortgage Investment Conduits (REMICs)
and Issuers of Collateralized Debt Obligations.
2. Instruments on which OID is de minimis, as defined in
section 1273(a)(3) and Regulations section 1.1273-1(d).
3. Tax-exempt obligations (interest on them is not taxable).
4. Short-term obligations (those that mature in 1 year or less
from their issue date).
5. Certificates of deposit (CDs) issued by banks or other
financial institutions.
6. CDs that are sold by brokers or other middlemen.
7. A public offering of stripped bonds or stripped coupons,
including instruments issued under the Department of the
Treasury’s STRIPS program and instruments that constitute
ownership interests in U.S. Treasury securities.
When To File
File two Forms 8281 and any attachments within 30 days after
the date of issuance of an OID debt instrument or, if registered
with the SEC after the date of issuance, within 30 days after the
date the OID debt instrument is registered with the SEC. File a
separate Form 8281 for each issue.
Definitions
Original issue discount means the excess of the stated
redemption price at maturity over the issue price.
Stated redemption price at maturity means the sum of all
payments provided by the debt instrument other than qualified
stated interest payments. Generally, qualified stated interest is
stated interest unconditionally payable in cash at least annually
at a single fixed rate.
Issue price, in the case of publicly offered instruments not
issued for property, means the first price at which a substantial
amount of such instruments was sold to the public (excluding
bond houses and brokers).
For more information about OID instruments and the OID
reporting requirements, see Pub. 1212, Guide to Original Issue
Discount (OID) Instruments.
Penalty
An issuer who fails to timely file Form 8281 will be subject to a
penalty of 1% of the aggregate issue price of the debt
instruments, unless such failure is due to reasonable cause and
not to willful neglect. The maximum penalty with respect to any
issue is $50,000.
Specific Instructions
Part I. Issuer Information
For serial obligations, complete boxes 1 through 3 and attach a
list showing the information for boxes 4 through 15 for each
obligation within the series. For all other obligations, complete
all boxes.
To revise a form, write “Revised” across the top of this form
and staple a copy of the previously filed form to this form.
Complete all boxes on this form.
Boxes 3a-3f. Enter the name, address, and telephone number
of an official or representative of the issuing company who has
personal knowledge of this offering and who can be contacted if
additional information is needed.
Part II. Debt Instrument Information
Box 4. Enter the Committee on Uniform Security Identification
Procedures (CUSIP) number assigned to the instruments.
Box 5a. Enter the date the issue was first sold to the public at
the issue price.
Box 5b. Enter the date the issue was registered with the SEC
for OID debt instruments not registered at the time of issuance.
