Common use of Equity Units Offering Clause in Contracts

Equity Units Offering. Title of Securities Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of a purchase contract issued by the Company and, initially, a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 2014 Series A 2.00% Remarketable Junior Subordinated Notes due 2022 to be issued by the Company (each being referred to as an “RSN”) Number of Equity Units Offered 2,500,000 (or 2,875,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 additional Corporate Units in full) Aggregate Offering Amount $125,000,000 (or $143,750,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 additional Corporate Units in full) Stated Amount per Equity Unit $50.00 Corporate Unit Public Offering Price $50.00 per Corporate Unit $125,000,000 in aggregate (or $143,750,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 additional Corporate Units in full) Underwriting Discounts and Commissions $1.50 per Corporate Unit $3,750,000 in aggregate (or $4,312,500 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 additional Corporate Units in full) The underwriters of the Equity Units Offering propose to offer the Corporate Units to dealers at the Corporate Unit Public Offering Price less a concession not in excess of $0.90 per Corporate Unit. Estimated Net Proceeds to the Company from the Equity Units Offering The Company estimates that it will receive net proceeds of approximately $121 million from the sale of Corporate Units in the Equity Units Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $139 million if the underwriters of the Equity Units Offering exercise their option to purchase additional Corporate Units in full. Interest Rate on the RSNs 2.00% per year subject to the Company’s right to defer interest payments, as described in the Equity Units Preliminary Prospectus Supplement and subject to modification in connection with a successful remarketing Deferred Interest on the RSNs Deferred interest on the RSNs will bear interest at the interest rate applicable to the RSNs, compounded on each interest payment date to, but excluding, the interest payment date on which such deferred interest is paid Contract Adjustment Payment Rate 4.75% per year or $2.375 per year on the Stated Amount per Equity Unit subject to the Company’s right to defer contract adjustment payments, as described in the Equity Units Preliminary Prospectus Supplement Deferred Contract Adjustment Payments Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal to 6.75% per annum compounded on each contract adjustment payment date to, but excluding, the contract adjustment payment date on which such deferred contract adjustment payments are paid Total Distribution Rate on the Corporate Units 6.75% per annum Reference Price $46.25 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement) Threshold Appreciation Price $57.8125 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which represents appreciation of 25% over the Reference Price Minimum Settlement Rate 0.8649 shares of the Company’s common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Threshold Appreciation Price Maximum Settlement Rate 1.0811 shares of the Company’s common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Reference Price Purchase Contract Settlement Date April 1, 2017 (or if such day is not a business day, the following business day) RSN Maturity Date April 1, 2022 Book-Running Managers Credit Suisse Securities (USA) LLC Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities LLC RBC Capital Markets, LLC Co-Manager Xxxxxx, Xxxxxxxx & Company, Incorporated No Listing The Company does not intend to apply to list the Corporate Units on any securities exchange. CUSIP for the Corporate Units 505597 500 ISIN for the Corporate Units US5055975008 CUSIP for the Treasury Units 505597 609 ISIN for the Treasury Units US5055976097 CUSIP for the RSNs 505597 AB0 ISIN for the RSNs US505597AB04 Allocation of the Purchase Price At the time of issuance, the fair market value of the applicable ownership interest in the RSNs will be $50 (or 100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0 (or 0% of the issue price of a Corporate Unit). Early Settlement Subject to certain conditions described under “Description of the Purchase Contracts—Early Settlement” in the Equity Units Preliminary Prospectus Supplement, a holder of Corporate Units or Treasury Units may settle the related purchase contracts at any time prior to 4:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, other than during a blackout period (as described in the Equity Units Preliminary Prospectus Supplement) in the case of Corporate Units. An early settlement may be made only in integral multiples of 20 Corporate Units or 20 Treasury Units; however, if the Treasury portfolio has replaced the RSNs as a component of the Corporate Units following a successful optional remarketing, holders of Corporate Units may settle early only in integral multiples of 4,000 Corporate Units. If a purchase contract is settled early, the number of shares of common stock to be issued per purchase contract will be equal to the Minimum Settlement Rate (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement).

Equity Units Offering. Title of Securities Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of a purchase contract issued by the Company and, initially, a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 2014 2015 Series A 2.003.50% Remarketable Junior Subordinated Notes due 2022 2028 to be issued by the Company (each being referred to as an “RSN”) Number of Equity Units Offered 2,500,000 5,200,000 (or 2,875,000 5,980,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 780,000 additional Corporate Units in full) Aggregate Offering Amount $125,000,000 260,000,000 (or $143,750,000 299,000,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 780,000 additional Corporate Units in full) Stated Amount per Equity Unit $50.00 Corporate Unit Public Offering Price $50.00 per Corporate Unit $125,000,000 260,000,000 in aggregate (or $143,750,000 299,000,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 780,000 additional Corporate Units in full) Underwriting Discounts and Commissions $1.50 per Corporate Unit $3,750,000 7,800,000 in aggregate (or $4,312,500 8,970,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 780,000 additional Corporate Units in full) The underwriters of the Equity Units Offering propose to offer the Corporate Units to dealers at the Corporate Unit Public Offering Price less a concession not in excess of $0.90 per Corporate Unit. Estimated Net Proceeds to the Company from the Equity Units Offering The Company estimates that it will receive net proceeds of approximately $121 250.5 million from the sale of Corporate Units in the Equity Units Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $139 288.3 million if the underwriters of the Equity Units Offering exercise their option to purchase additional Corporate Units in full. Interest Rate on the RSNs 2.003.50% per year subject to the Company’s right to defer interest payments, as described in the Equity Units Preliminary Prospectus Supplement and subject to modification in connection with a successful remarketing Interest Payment Dates Prior to a successful remarketing, February 1, May 1, August 1 and November 1 of each year, commencing on February 1, 2016 Deferred Interest on the RSNs Deferred interest on the RSNs will bear interest at the interest rate applicable to the RSNs, compounded on each interest payment date Interest Payment Date to, but excluding, the interest payment date Interest Payment Date on which such deferred interest is paid Contract Adjustment Payment Rate 4.754.25% per year or $2.375 2.125 per year on the Stated Amount per Equity Unit subject to the Company’s right to defer contract adjustment payments, as described in the Equity Units Preliminary Prospectus Supplement Deferred Contract Adjustment Payments Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal to 6.75% per annum compounded on each contract adjustment payment date to, but excluding, the contract adjustment payment date on which such deferred contract adjustment payments are paid Total Distribution Rate on the Corporate Units 6.75% per annum Reference Price $46.25 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement) Threshold Appreciation Price $57.8125 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which represents appreciation of 25% over the Reference Price Minimum Settlement Rate 0.8649 shares of the Company’s common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Threshold Appreciation Price Maximum Settlement Rate 1.0811 shares of the Company’s common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Reference Price Purchase Contract Settlement Date April 1, 2017 (or if such day is not a business day, the following business day) RSN Maturity Date April 1, 2022 Book-Running Managers Credit Suisse Securities (USA) LLC Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities LLC RBC Capital Markets, LLC Co-Manager Xxxxxx, Xxxxxxxx & Company, Incorporated No Listing The Company does not intend to apply to list the Corporate Units on any securities exchange. CUSIP for the Corporate Units 505597 500 ISIN for the Corporate Units US5055975008 CUSIP for the Treasury Units 505597 609 ISIN for the Treasury Units US5055976097 CUSIP for the RSNs 505597 AB0 ISIN for the RSNs US505597AB04 Allocation of the Purchase Price At the time of issuance, the fair market value of the applicable ownership interest in the RSNs will be $50 (or 100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0 (or 0% of the issue price of a Corporate Unit). Early Settlement Subject to certain conditions described under “Description of the Purchase Contracts—Early Settlement” in the Equity Units Preliminary Prospectus Supplement, a holder of Corporate Units or Treasury Units may settle the related purchase contracts at any time prior to 4:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, other than during a blackout period (as described in the Equity Units Preliminary Prospectus Supplement) in the case of Corporate Units. An early settlement may be made only in integral multiples of 20 Corporate Units or 20 Treasury Units; however, if the Treasury portfolio has replaced the RSNs as a component of the Corporate Units following a successful optional remarketing, holders of Corporate Units may settle early only in integral multiples of 4,000 Corporate Units. If a purchase contract is settled early, the number of shares of common stock to be issued per purchase contract will be equal to the Minimum Settlement Rate (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement).

Equity Units Offering. Title of Securities Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of a purchase contract issued by the Company and, initially, a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 2014 2018 Series A 2.003.70% Remarketable Junior Subordinated Notes due 2022 2031 to be issued by the Company (each being referred to as an “RSN”) Number of Equity Units Offered 2,500,000 5,000,000 (or 2,875,000 5,750,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 750,000 additional Corporate Units in full, solely to cover over-allotments) Aggregate Offering Amount $125,000,000 250,000,000 (or $143,750,000 287,500,000 if the underwriters of the Equity Units Offering exercise their over-allotment option to purchase up to 375,000 additional Corporate Units in full) Stated Amount per Equity Unit $50.00 Corporate Unit Public Offering Price $50.00 per Corporate Unit Underwriting Discounts and Commissions $125,000,000 1.50 per Corporate Unit $7.5 million in aggregate (or approximately $143,750,000 8.6 million if the underwriters of the Equity Units Offering exercise their over-allotment option to purchase up to 375,000 additional Corporate Units in full) Underwriting Discounts and Commissions $1.50 per Corporate Unit $3,750,000 in aggregate (or $4,312,500 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 additional Corporate Units in full) The underwriters of the Equity Units Offering propose to offer the Corporate Units to dealers at the Corporate Unit Public Offering Price less a concession not in excess of $0.90 per Corporate Unit. Estimated Net Proceeds to the Company from the Equity Units Offering The Company estimates that it will receive net proceeds of approximately $121 241.8 million from the sale of Corporate Units in the Equity Units Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $139 278.2 million if the underwriters of the Equity Units Offering exercise their over-allotment option to purchase additional Corporate Units in full. Interest Rate on the RSNs 2.003.70% per year subject to the Company’s right to defer interest payments, as described in the Equity Units Preliminary Prospectus Supplement Supplement, and subject to modification in connection with a successful remarketing Interest Payment Dates Prior to a successful remarketing, January 15, April 15, July 15 and October 15 of each year, commencing on July 15, 2018 Deferred Interest on the RSNs Deferred interest on the RSNs will bear interest at the interest rate applicable to the RSNs, compounded on each interest payment date Interest Payment Date to, but excluding, the interest payment date Interest Payment Date on which such deferred interest is paid Contract Adjustment Payment Rate 4.753.55% per year or $2.375 per year on the Stated Amount per Equity Unit Unit, or $1.775 per year, subject to the Company’s right to defer contract adjustment payments, as described in the Equity Units Preliminary Prospectus Supplement Contract Adjustment Payment Dates January 15, April 15, July 15 and October 15 of each year, commencing on July 15, 2018 Deferred Contract Adjustment Payments Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal to 6.757.25% per annum annum, compounded on each contract adjustment payment date Contract Adjustment Payment Date to, but excluding, the contract adjustment payment date Contract Adjustment Payment Date on which such deferred contract adjustment payments are paid Total Distribution Rate on the Corporate Units 6.757.25% per annum Reference Price $46.25 29.50 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement) Threshold Appreciation Price $57.8125 35.40 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which represents appreciation of 2520% over the Reference Price Minimum Settlement Rate 0.8649 1.4124 shares of the Company’s common stock Common Stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Threshold Appreciation Price Maximum Settlement Rate 1.0811 1.6949 shares of the Company’s common stock Common Stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Reference Price Purchase Contract Settlement Date April 115, 2017 2021 (or if such day is not a business day, the following business day) RSN Maturity Date April 115, 2022 Book2031 Joint Bookrunning Managers Merrill Lynch, Pierce, Fenner & Smith Incorporated Guggenheim Securities, LLC Wells Xxxxx Securities, LLC Co-Running Managers Credit Suisse Xxxxxers J.P. Morgan Securities LLC Morgan Stanley & Xx. XLC PNC Capital Markets LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities LLC RBC Capital Markets, LLC Co-Manager Xxxxxx, Xxxxxxxx & Company, Incorporated No Listing Xxxxxng The Company does not intend Xxxxxnx xxxxxds to apply to list the Corporate Units on any securities exchangethe New York Stock Exchange and expects trading to commence within 30 days of the date of initial issuance of the Corporate Units. CUSIP for the Corporate Units 505597 500 838518116 ISIN for the Corporate Units US5055975008 US8385181164 CUSIP for the Treasury Units 505597 609 838518124 ISIN for the Treasury Units US5055976097 US8385181248 CUSIP for the RSNs 505597 AB0 838518AA6 ISIN for the RSNs US505597AB04 US838518AA63 Allocation of the Purchase Price At Xx the time of issuance, the fair market value of the applicable ownership interest in the RSNs will be $50 50.00 (or 100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0 (or 0% of the issue price of a Corporate Unit). Early Settlement Subject to certain conditions described under “Description of the Purchase Contracts—Early Settlement” in the Equity Units Preliminary Prospectus Supplement, a holder of Corporate Units or Treasury Units may settle the related purchase contracts at any time prior to 4:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, other than during a blackout period (as described in the Equity Units Preliminary Prospectus Supplement) in the case of Corporate Units. An early settlement may be made only in integral multiples of 20 Corporate Units or 20 Treasury Units; however, if the Treasury portfolio has replaced the RSNs as a component of the Corporate Units following a successful optional remarketing, holders of Corporate Units may settle early only in integral multiples of 4,000 80,000 Corporate Units. If a purchase contract is settled early, the number of shares of common stock Common Stock to be issued per purchase contract will be equal to the Minimum Settlement Rate (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement).

Equity Units Offering. Title of Securities Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of a purchase contract issued by the Company and, initially, a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 2014 2019 Series A 2.00F 2.25% Remarketable Junior Subordinated Senior Notes due 2022 2025 to be issued by the Company (each being referred to as an a “RSNNote”) ). Number of Equity Units Offered 2,500,000 23,000,000 (or 2,875,000 26,000,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 3,000,000 additional Corporate Units in full) ). Aggregate Offering Amount $125,000,000 1,150,000,000 (or $143,750,000 1,300,000,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 3,000,000 additional Corporate Units in full) ). Stated Amount per Equity Unit $50.00 50.00. Corporate Unit Public Offering Price $50.00 per Corporate Unit $125,000,000 Unit.$1,150,000,000 in aggregate (or $143,750,000 1,300,000,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 3,000,000 additional Corporate Units in full) ). Underwriting Discounts and Commissions $1.50 1.25 per Corporate Unit $3,750,000 Unit.$28,750,000 in aggregate (or $4,312,500 32,500,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 3,000,000 additional Corporate Units in full) ). The underwriters of the Equity Units Offering propose to offer the Corporate Units to dealers selling group members at the Corporate Unit Public Offering Price less a selling concession not in excess of $0.90 0.75 per Corporate Unit. Estimated Net Proceeds to the Company from the Equity Units Offering The Company estimates that it will receive net proceeds of approximately $121 million from the sale of Corporate Units in the Equity Units Offering after deducting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $139 million if the underwriters of the Equity Units Offering exercise their option to purchase additional Corporate Units in full. Interest Rate on the RSNs 2.00Notes 2.25% per year year, subject to the Company’s right to defer interest paymentsmodification in connection with a successful remarketing, as described in the Equity Units Preliminary Prospectus Supplement and subject to modification in connection with a successful remarketing Deferred Interest on the RSNs Deferred interest on the RSNs will bear interest at the interest rate applicable to the RSNs, compounded on each interest payment date to, but excluding, the interest payment date on which such deferred interest is paid Supplement. Contract Adjustment Payment Rate 4.754.00% per year or $2.375 2.00 per year on the Stated Amount per Equity Unit Unit, subject to the Company’s right to defer contract adjustment payments, as described in the Equity Units Preliminary Prospectus Supplement Supplement. Deferred Contract Adjustment Payments Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal to 6.756.25% per annum (which is equal to the Total Distribution Rate on the Corporate Units) compounded on each contract adjustment payment date to, but excluding, the contract adjustment payment date on which such deferred contract adjustment payments are paid paid. Total Distribution Rate on the Corporate Units 6.756.25% per annum annum. Reference Price $46.25 126.00 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement) ), which equals the Common Stock Public Offering Price in the Company’s Common Stock Offering. Threshold Appreciation Price $57.8125 157.50 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which represents appreciation of 2525.00% over the Reference Price Price. Minimum Settlement Rate 0.8649 0.3175 shares of the Company’s common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Threshold Appreciation Price Price. Maximum Settlement Rate 1.0811 0.3968 shares of the Company’s common stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Reference Price Price. Purchase Contract Settlement Date April November 1, 2017 2022 (or if such day is not a business day, the following business day) RSN ). Note Maturity Date April November 1, 2022 2025, subject to the Company’s right to move up the Note Maturity Date in connection with a successful remarketing, as described in the Equity Units Preliminary Prospectus Supplement. Joint Book-Running Managers Credit Suisse Barclays Capital Xxx.XxxX Securities, Inc.X.X. Xxxxxx Securities LLCWells Fargo Securities, LLCCitigroup Global Markets Inc.Scotia Capital (USA) Inc. Schedule VI-5 Senior Co-Managers BMO Capital Markets Corp.BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLCFifth Third Securities, Inc. KeyBanc Capital Markets Inc. Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLCMUFG Securities Americas Inc.SunTrust Xxxxxxxx Xxxxxxxx, Xxx.XX Securities (USA) LLC Xxxxx Fargo LLCU.S. Bancorp Investments, Inc. Co-Managers Comerica Securities, Inc. PNC Capital Markets LLC X.X. Xxxxxx Securities LLC RBC The Xxxxxxxx Capital MarketsGroup, LLC Co-Manager Xxxxxx, Xxxxxxxx & Company, Incorporated No L.P. Listing The Company does not intend to will apply to list the Corporate Units on any securities exchangethe New York Stock Exchange and expects trading to commence within 30 days of the date of initial issuance of the Corporate Units under the symbol “DTP”. CUSIP for the Corporate Units 505597 500 233331 842 ISIN for the Corporate Units US5055975008 US2333318424 CUSIP for the Treasury Units 505597 609 233331 834 ISIN for the Treasury Units US5055976097 US2333318341 CUSIP for the RSNs 505597 AB0 Notes 233331 BD8 ISIN for the RSNs US505597AB04 Notes US233331BD84 Anticipated Ratings for the Corporate Units* [Intentionally omitted.] Allocation of the Purchase Price At the time of issuance, for purposes of the “Accounting Treatment” and “Description of the Equity Units—Agreed U.S. Federal Income Tax Treatment” sections of the Equity Units Preliminary Prospectus Supplement, the fair market value of the applicable ownership interest in the RSNs Notes will be $50 (or 100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0 (or 0% of the issue price of a Corporate Unit). Early Settlement Subject to certain conditions described under “Description of the Purchase Contracts—Early Settlement” in the Equity Units Preliminary Prospectus Supplement, a holder of Corporate Units or Treasury Units may settle the related purchase contracts at any time prior to 4:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, other than during a blackout period (as described in the Equity Units Preliminary Prospectus Supplement) in the case of Corporate Units). An early settlement may be made only in integral multiples of 20 Corporate Units or 20 Treasury Units; however, if the Treasury portfolio has replaced the RSNs Notes as a component of the Corporate Units following a successful optional remarketing, holders of Corporate Units may settle early only in integral multiples of 4,000 32,000 Corporate Units. If a purchase contract is settled early, the number of shares of common stock to be issued per purchase contract will be equal to the Minimum Settlement Rate (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement).

Equity Units Offering. Title of Securities Equity Units that will each have a stated amount of $50.00 and will initially be in the form of a Corporate Unit consisting of a purchase contract issued by the Company and, initially, a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of 2014 2018 Series A 2.003.70% Remarketable Junior Subordinated Notes due 2022 2031 to be issued by the Company (each being referred to as an “RSN”) Number of Equity Units Offered 2,500,000 5,000,000 (or 2,875,000 5,750,000 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 750,000 additional Corporate Units in full, solely to cover over-allotments) Aggregate Offering Amount $125,000,000 250,000,000 (or $143,750,000 287,500,000 if the underwriters of the Equity Units Offering exercise their over-allotment option to purchase up to 375,000 additional Corporate Units in full) Stated Amount per Equity Unit $50.00 Corporate Unit Public Offering Price $50.00 per Corporate Unit Underwriting Discounts and Commissions $125,000,000 1.50 per Corporate Unit $7.5 million in aggregate (or approximately $143,750,000 8.6 million if the underwriters of the Equity Units Offering exercise their over-allotment option to purchase up to 375,000 additional Corporate Units in full) Underwriting Discounts and Commissions $1.50 per Corporate Unit $3,750,000 in aggregate (or $4,312,500 if the underwriters of the Equity Units Offering exercise their option to purchase up to 375,000 additional Corporate Units in full) The underwriters of the Equity Units Offering propose to offer the Corporate Units to dealers at the Corporate Unit Public Offering Price less a concession not in excess of exxxxx xf $0.90 per Corporate UnitCorpxxxxx Unix. Estimated Net Proceeds to the Company from the Equity Xxxxxy Units Offering The Company estimates that it will xxxx xx xxll receive net proceeds of approximately pxxxxxxs xx xxxroximately $121 241.8 million from the sale of Corporate Units in the Equity Units Offering after deducting axxxx xxxxcting the Underwriting Discounts and Commissions and estimated offering expenses. The Company estimates that it will receive net proceeds of approximately $139 278.2 million if the underwriters of the Equity Units Offering exercise their over-allotment option to purchase additional Corporate Units in full. Interest Rate on the RSNs 2.003.70% per year subject to the Company’s right to defer interest payments, as described in the Equity Units Preliminary Prospectus Supplement Supplement, and subject to modification in connection with a successful remarketing Interest Payment Dates Prior to a successful remarketing, January 15, April 15, July 15 and October 15 of each year, commencing on July 15, 2018 Deferred Interest on the RSNs Deferred interest on the RSNs will bear interest at the interest rate applicable to the RSNs, compounded on each interest payment date Interest Payment Date to, but excluding, the interest payment date Interest Payment Date on which such deferred interest is paid Contract Adjustment Payment Rate 4.753.55% per year or $2.375 per year on the Stated Amount per Equity Unit Unit, or $1.775 per year, subject to the Company’s right to defer contract adjustment payments, as described in the Equity Units Preliminary Prospectus Supplement Contract Adjustment Payment Dates January 15, April 15, July 15 and October 15 of each year, commencing on July 15, 2018 Deferred Contract Adjustment Payments Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal to 6.757.25% per annum annum, compounded on each contract adjustment payment date Contract Adjustment Payment Date to, but excluding, the contract adjustment payment date Contract Adjustment Payment Date on which such deferred contract adjustment payments are paid Total Distribution Rate on the Corporate Units 6.757.25% per annum Reference Price $46.25 29.50 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement) Threshold Appreciation Price $57.8125 35.40 (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which represents appreciation of 2520% over the Reference Price Minimum Settlement Rate 0.8649 1.4124 shares of the Company’s common stock Common Stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Threshold Appreciation Price Maximum Settlement Rate 1.0811 1.6949 shares of the Company’s common stock Common Stock (subject to adjustment, as described in the Equity Units Preliminary Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided by the Reference Price Purchase Contract Settlement Date April 115, 2017 2021 (or if such day is not a business day, the following business day) RSN Maturity Date April 115, 2022 Book2031 Joint Bookrunning Managers Merrill Lynch, Pierce, Fenner & Smith Incorporated Guggenheim Securities, LLC Wells Fargo Securities, LLC Co-Running Managers Credit Suisse J.P. Morgan Securities LLC Morgan Stanley & Co. LLC PNC Capital Markets LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities LLC RBC Capital Markets, LLC Co-Manager Xxxxxx, Xxxxxxxx & Company, Incorporated No Listing The Company does not intend intends to apply to list the Corporate Units on any securities exchangethe New York Stock Exchange and expects trading to commence within 30 days of the date of initial issuance of the Corporate Units. CUSIP for the Corporate Units 505597 500 838518116 ISIN for the Corporate Units US5055975008 US8385181164 CUSIP for the Treasury Units 505597 609 838518124 ISIN for the Treasury Units US5055976097 US8385181248 CUSIP for the RSNs 505597 AB0 838518AA6 ISIN for the RSNs US505597AB04 US838518AA63 Allocation of the Purchase Price At the time of issuance, the fair market value of the applicable ownership interest in the RSNs will be $50 50.00 (or 100% of the issue price of a Corporate Unit) and the fair market value of each purchase contract will be $0 (or 0% of the issue price of a Corporate Unit). Early Settlement Subject to certain conditions described under “Description of the Purchase Contracts—Early Settlement” in the Equity Units Preliminary Prospectus Supplement, a holder of Corporate Units or Treasury Units may settle the related purchase contracts at any time prior to 4:00 p.m., New York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, other than during a blackout period (as described in the Equity Units Preliminary Prospectus Supplement) in the case of Corporate Units. An early settlement may be made only in integral multiples of 20 Corporate Units or 20 Treasury Units; however, if the xx xxe Treasury portfolio has replaced portfxxxx xas xxxxxced the RSNs as a component of the Corporate Units following Unixx xxllowing a successful optional remarketingremarketxxx, holders xxxxxxs of Corporate Units may settle Uxxxx xax xxxxxe early only in integral multiples of 4,000 80,000 Corporate Units. If a purchase contract is settled early, the number of shares of common stock Common Stock to be issued per purchase contract will be equal to the Minimum Settlement Rate (subject to adjustment, as described in the Equity Units Preliminary Prospectus SupplementProspxxxxx Xxxplement).