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any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If you hold our stock 
through a financial institution or other agent acting on your behalf, you will be required to provide appropriate 
documentation  to  the  agent,  which  then  will  be  required  to  provide  certification  to  us  or  our  paying  agent, 
either  directly  or  through  other  intermediaries.  You  should  consult  your  tax  advisor  regarding  entitlement  to 
benefits under any applicable income tax treaties. 

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business (and, if 
required by an applicable income tax treaty, that are attributable to a permanent establishment or fixed base 
maintained  by  you  in  the  United  States)  are  generally  exempt  from  such  withholding  tax,  subject  to  the 
discussions  below  on  backup  withholding  and  FATCA  (as  defined  below)  withholding.  To  obtain  this 
exemption,  you  must  provide  us  with  an  IRS  Form  W-8ECI,  including  any  required  attachments  and  your 
taxpayer identification number, certifying qualification for the exemption. Additionally, you will be required to 
update  such  forms  and  certifications  from  time  to  time  as  required  by  law.  Such  effectively  connected 
dividends, although not subject to U.S. federal withholding tax, are includable on your U.S. federal income tax 
return and taxed to you at the same rates applicable to U.S. persons, net of certain deductions and credits. If 
you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a 
U.S. trade or business may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be 
specified  by  an  applicable  income  tax  treaty  between  the  United  States  and  your  country  of  residence.  You 
should  consult  your  tax  advisor  regarding  the  application  of  tax  treaties  in  light  of  your  particular 
circumstances. 

Gain on Disposition of Our Class A Common Stock 

Except as otherwise described below in the sections titled “—Backup Withholding and Information Reporting,” 
and “—FATCA,” you will generally not be subject to U.S. federal income tax on any gain realized upon the sale 
or other disposition of our Class A common stock unless: 

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•

•

the gain is effectively connected with your conduct of a U.S. trade or business (and, if required by an 
applicable  income  tax  treaty,  the  gain  is  attributable  to  a  permanent  establishment  or  fixed  base 
maintained by you in the United States); 

you  are  a  non-resident  alien  individual  who  is  present  in  the  United  States  for  a  period  or  periods 
aggregating  183  days  or  more  during  the  calendar  year  in  which  the  sale  or  other  disposition  occurs 
and certain other conditions are met; or 

our Class A common stock constitutes a United States real property interest by reason of our status as a 
“United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes at 
any  time  within  the  shorter  of  the  five-year  period  preceding  your  disposition  of,  or  your  holding 
period for, our Class A common stock, and, in the case where shares of our Class A common stock are 
regularly traded on an established securities market, you own, or are treated as owning, more than 5% 
of our Class A common stock at any time during the foregoing period. 

Generally,  a  corporation  is  a  USRPHC  if  the  fair  market  value  of  its  U.S.  real  property  interests  equals  or 
exceeds 50% of the sum of the fair market value of its worldwide property interests and its other assets used or 
held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we 
are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of 
this discussion so assumes, although, there can be no assurance in this regard. You are encouraged to consult 
your own tax advisor regarding the possible consequences to you if we are, or were to become, a USRPHC.

If  you  are  a  non-U.S.  holder  described  in  the  first  bullet  above,  you  will  generally  be  subject  to  U.S.  federal 
income tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and if 
you are a corporate non-U.S. holder described in the first bullet above, you also may be subject to the branch 
profits tax at a 30% rate, in each case unless otherwise provided by an applicable income tax treaty between the 
United States and your country of residence. If you are a non-U.S. holder described in the second bullet above, 
you  will  generally  be  subject  to  U.S.  federal  income  tax  at  a  30%  rate  (or  such  lower  rate  specified  by  an 
applicable income tax treaty between the United States and your country of residence) on the gain derived from 
the  sale  or  other  disposition  of  our  stock,  which  gain  may  be  offset  by  certain  U.S.  source  capital  losses 

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