Exhibit 99.5
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer. The taxpayer identification number for an individual is the individual’s Social Security number. Social security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity is the entity’s Employer Identification number. Employer Identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.
| For this type of account: | Give the SOCIAL SECURITY or EMPLOYER IDENTIFICATION number, as applicable, of— | |
1. Individual | The individual | |
2. Two or more individuals (joint account) | The actual owner of the account or, if combined fund, the first individual on the account.(1) | |
3. Custodian account of a minor (Uniform Gift to Minor Act) | The minor(2) | |
4. a. The usual revocable savings trust account (grantor is also trustee) | The grantor-trustee(1) | |
b. So-called trust account that is not a legal or valid trust under state law | The actual owner(1) | |
5. Sole proprietorship or single-member limited liability company | The owner(3) | |
6. A valid trust, estate or pension trust | The legal entity(4) | |
7. Corporate or limited liability company electing corporate status on the IRS Form 8832 | The corporation or limited liability company | |
8. Association, club, religious, charitable, educational or other tax-exempt organization account | The organization | |
9. Partnership account held in the name of the business or multi-member limited liability company not electing corporate status | The partnership or limited liability company | |
10. A broker or registered nominee | The broker or nominee | |
11. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments | The public entity | |
| (1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished. |
| (2) | Circle the minor’s name and furnish the minor’s social security number. |
| (3) | The owner must show his or her individual name, but may also enter his or her business or “doing business as” name. The owner may use either his or her social security number or his or her employer identification number (if he or she has one). |
| (4) | List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) |
| Note: | IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME LISTED, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED. |
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
To Complete the Substitute W-9, if you do not have a taxpayer identification number, write “Applied For” in the space for taxpayer identification number in Part 1, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number, and give it to the requester. If the requester does not receive your taxpayer identification number by the time of payment of any interest or other reportable payment, backup withholding, if applicable, will apply.
Payees Exempt from Backup Withholding
Payees specifically exempted from withholding include:
| • | An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2). |
| • | The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing. |
| • | An international organization or any agency or instrumentality thereof. |
| • | A foreign government or any political subdivision, agency or instrumentality thereof. |
Payees that may be exempt from backup withholding include:
| • | A corporation. |
| • | A financial institution. |
| • | A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. |
| • | A real estate investment trust. |
| • | A common trust fund operated by a bank under |
| • | An entity registered at all times during the tax year under the Investment Company Act of 1940. |
| • | A middleman known in the investment community as a nominee or custodian. |
| • | A futures commission merchant registered with the Commodities Futures Trading Commission. |
| • | A foreign central bank of issue. |
| • | A trust exempt from tax under section 664 or described in section 4947. |
Payments of dividends and patronage dividends generally exempt from backup withholding include:
| • | Payments to nonresident aliens subject to withholding under Section 1441. |
| • | Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. |
| • | Payments of patronage dividends not paid in money. |
| • | Payments made by certain foreign organizations. |
| • | Payments made to a nominee. |
| • | Section 404(k) payments made by an ESOP. |
Payments of interest generally exempt from backup withholding include:
| • | Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer. |
| • | Payments of tax-exempt interest (including exempt-interest dividends under Section 852). |
| • | Payments described in Section 6049(b)(5) to nonresident aliens. |
| • | Payments on tax-free covenant notes under Section 1451. |
| • | Payments made by certain foreign organizations. |
| • | Mortgage interest paid to you. |
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 3
Certain payments, other than payments of interest, dividends and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. COMPLETE AND FILE THIS FORM WITH THE PAYER AND BE SURE TO CHECK THE BOX ON THE UPPER RIGHT SIDE OF THE FORM NEXT TO “EXEMPT FROM BACK UP WITHHOLDING.”
Privacy Act Notices.—Section 6109 requires you to provide your correct taxpayer identification numbers to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend and certain other payments to a payee who does not furnish a taxpayer identification number to the payer. Certain penalties may also apply.
Penalties
(1)Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2)Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
(3)Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.