Table of Contents
MATERIAL UNITED STATES TAX CONSIDERATIONS TO NON-U.S. HOLDERS
The following is a general discussion of the material U.S. federal income tax considerations with respect to the acquisition, ownership
and disposition of shares of common stock applicable to non-U.S. holders who acquire such shares in this offering and hold such shares as a capital asset within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended, or the Code (generally, property held for investment). For purposes of this discussion, a "non-U.S. holder" means a beneficial owner of our common stock
(other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the
- a citizen or resident of the United States;
- a corporation (or other entity treated as a corporation for U.S. federal income tax
purposes) created or organized in the
United States or under the laws of the United States, any state thereof or the District of Columbia, or any other corporation treated as such;
- an estate, the income of which is
includable in gross income for U.S. federal income tax purposes regardless of its
- a trust if (i) a court within the United States is able to exercise primary supervision over the administration of
the trust and one or more "U.S. persons," as defined under the Code, have the authority to control all substantial decisions of the trust or (ii) such trust has made a valid election to be
treated as a U.S. person for U.S. federal income tax purposes.
discussion is based on current provisions of the Code, Treasury regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service, or the
IRS, and other applicable authorities, all of which are subject to change or differing interpretations at any time (possibly with retroactive effect). This discussion does not address all aspects of
U.S. federal income taxation that may be important to a particular non-U.S. holder in light of that non-U.S. holder's individual circumstances, nor does it address any aspects of the unearned income
Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any U.S. federal gift taxes, any U.S. alternative minimum taxes or any state, local or non-U.S. taxes.
This discussion may not apply, in whole or in part, to particular non-U.S. holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income
tax laws (such as partnerships or other pass-through entities for U.S. federal income tax purposes, insurance companies; tax-exempt organizations; banks and other financial institutions or other
financial services entities; brokers or dealers in securities; "controlled foreign corporations"; "passive foreign investment companies"; real estate investment trusts or regulated investment
companies; non-U.S. holders that hold our common stock as part of a straddle, hedge, conversion transaction or other integrated investment; certain U.S. expatriates; persons deemed to sell our common
stock under the constructive sale provisions of the Code; persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and
tax-qualified retirement plans).
a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner therein will
generally depend on the status of the partner and the activities of the partnership. Partners of a partnership holding our common stock should consult their tax advisor as to the particular U.S.
federal income tax consequences applicable to them.
SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES FOR NON-U.S. HOLDERS RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. PROSPECTIVE
HOLDERS OF OUR COMMON STOCK SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, FOREIGN INCOME AND OTHER TAX LAWS)
OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.