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(provided you have timely filed U.S. federal income tax returns with respect to such losses). You should consult 
your tax advisor regarding the application of tax treaties in light of your particular circumstances.

Backup Withholding and Information Reporting 

Generally,  we  must  report  annually  to  the  IRS  the  amount  of  dividends  paid  to  you,  your  name  and  address, 
and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax 
treaties  or  other  agreements,  the  IRS  may  make  these  reports  available  to  tax  authorities  in  your  country  of 
residence. 

Payments of dividends on or of proceeds from the sale or other disposition of our Class A common stock made 
to you may be subject to information reporting and backup withholding (currently at a rate of 24%) unless you 
establish an exemption, for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN, IRS 
Form  W-8BEN-E,  or  another  appropriate  version  of  IRS  Form  W-8.  Any  documentation  provided  to  an 
applicable withholding agent may need to be updated in certain circumstances. 

Information reporting and backup withholding will generally apply to the proceeds of a sale or other disposition 
by you of our Class A common stock effected by or through the U.S. office of any broker, U.S. or foreign, unless 
you  certify  your  status  as  a  non-U.S.  holder  and  satisfy  certain  other  requirements,  or  otherwise  establish  an 
exemption.  Generally,  information  reporting  and  backup  withholding  will  not  apply  to  a  payment  of  the 
proceeds from a sale or other disposition of our stock to you where the transaction is effected outside the United 
States  through  a  foreign  broker.  However,  for  information  reporting  purposes,  sales  or  other  dispositions 
effected through a non-U.S. office of a broker with substantial U.S. ownership or operations will generally be 
treated  in  a  manner  similar  to  sales  or  other  dispositions  effected  through  a  U.S.  office  of  a  broker. 
Notwithstanding  the  foregoing,  backup  withholding  and  information  reporting  may  apply  if  either  we  or  our 
paying agent has actual knowledge, or reason to know, that you are a U.S. person. You should consult your own 
tax  advisors  regarding  the  application  of  the  information  reporting  and  backup  withholding  rules  in  light  of 
your particular circumstances. 

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to 
backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of 
taxes,  a  refund  or  credit  may  generally  be  obtained  from  the  IRS,  provided  that  the  required  information  is 
furnished to the IRS in a timely manner. 

FATCA 

Sections  1471  through  1474  of  the  Code,  and  the  Treasury  regulations  and  administrative  guidance  issued 
thereunder  (collectively,  “FATCA”),  generally  impose  a  U.S.  federal  withholding  tax  at  a  rate  of  30%  on 
dividends on and, subject to certain proposed Treasury regulations discussed below, the gross proceeds from a 
sale or other disposition of our Class A common stock if paid to a “foreign financial institution” (as defined in 
the  Code),  unless  otherwise  provided  by  the  Treasury  Secretary  or  such  institution  enters  into  an  agreement 
with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities 
substantial  information  regarding  the  U.S.  account  holders  of  such  institution  (which  includes  certain  equity 
and  debt  holders  of  such  institution,  as  well  as  certain  account  holders  that  are  non-U.S.  entities  with  U.S. 
owners) or otherwise establishes an exemption. FATCA also generally imposes a U.S. federal withholding tax of 
30%  on  dividends  paid  on  and,  subject  to  certain  proposed  Treasury  regulations  discussed  below,  the  gross 
proceeds  from  a  sale  or  other  disposition  of  our  Class  A  common  stock  if  paid  to  a  “non-financial  foreign 
entity” (as defined in the Code) unless otherwise provided by the Treasury Secretary or such entity provides the 
withholding  agent  with  a  certification  identifying,  and  information  with  respect  to  certain  direct  and  indirect 
“substantial United States owners” (as defined in the Code) of the entity, certifies that it does not have any such 
substantial  United  States  owners  or  otherwise  establishes  and  certifies  to  an  exemption.  The  withholding 
provisions under FATCA generally apply to dividends on our Class A common stock. The Treasury Secretary has 
issued proposed regulations providing that the withholding provisions under FATCA do not apply with respect 
to the gross proceeds from a sale or other disposition of our Class A common stock, which may be relied upon 
by taxpayers until final regulations are issued. An intergovernmental agreement between the United States and 
your  country  of  tax  residence  may  modify  the  requirements  described  in  this  paragraph.  You  should  consult 

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