Pricing Term Sheet

dated as of July 20, 2016

The Issuer estimates that the net proceeds to it from the Offering, after deducting underwriting discounts, commissions and estimated offering expenses payable by it for the Offering, will be approximately $436.1 million (or approximately $501.6 million if the underwriters exercise their over-allotment option in full).

The Issuer intends to use the net proceeds from the Offering for general corporate purposes, which may include but are not limited to investments in or extensions of credit to its subsidiaries or the financing of possible acquisitions, capital expenditures or business expansion. See “Use of Proceeds” in the Preliminary Prospectus Supplement.

675,000 additional Depositary Shares (corresponding to 6,750 additional shares of the Mandatory Convertible Preferred Stock).

Public Offering Price

Underwriting Discount and Commissions

Proceeds to the Issuer (Before Expenses)

6.75% of the liquidation preference of $10,000 per share of the Mandatory Convertible Preferred Stock per year. Dividends will accumulate from the Settlement Date and, to the extent that the Issuer is legally permitted to pay dividends and its board of directors, or an authorized committee thereof, declares a dividend payable with respect to the Mandatory Convertible Preferred Stock, the Issuer will pay such dividends in cash or, subject to certain limitations, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion; provided that any unpaid dividends will continue to accumulate.

The expected dividend payable on the first Dividend Payment Date is $148.13 per share of Mandatory Convertible Preferred Stock (equivalent to $1.4813 per Depositary Share). Each subsequent dividend is expected to be $168.75 per share of Mandatory Convertible Preferred Stock (equivalent to $1.6875 per Depositary Share).

The conversion rate for each share of Mandatory Convertible Preferred Stock will not be more than 132.5000 shares of Common Stock and not less than 120.4600 shares of Common Stock (respectively, the “Maximum Conversion Rate” and “Minimum Conversion Rate”), depending on the applicable market value (as defined in the Preliminary Prospectus Supplement) of the Common Stock, as described below and subject to certain anti-dilution adjustments. Correspondingly, the conversion rate per Depositary Share will be not more than 1.3250 shares of Common Stock and not less than 1.2046 shares of Common Stock.

Applicable Market Value of

the Common Stock

Conversion Rate per Share of

Mandatory Convertible

Preferred Stock

Applicable Market Value of

the Common Stock

Conversion Rate per

Depositary Share

If a fundamental change (as defined in the Preliminary Prospectus Supplement) occurs on or prior to July 15, 2019, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), into shares of Common Stock at the fundamental change conversion rate (as defined in the Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preliminary Prospectus Supplement) of such fundamental change and ending on, and including, the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than July 15, 2019).

The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock based on the effective date of the fundamental change and the stock price (as defined in the Preliminary Prospectus Supplement) in the fundamental change:

Effective Date

July 26, 2016

July 15, 2017

July 15, 2018

July 15, 2019

•       if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Stock set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day or 366-day year, as applicable;

•       if the stock price is in excess of $210.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Preliminary Prospectus Supplement; and

•       if the stock price is less than $20.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Maximum Conversion Rate, subject to adjustment as described in the Preliminary Prospectus Supplement.

The following table sets forth the fundamental change conversion rate per Depositary Share based on the effective date of the fundamental change and the stock price in the fundamental change:

Stock Price

Effective Date

July 26, 2016

July 15, 2017

July 15, 2018

July 15, 2019

The exact stock price and effective date may not be set forth on the table, in which case:

•       if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation between the fundamental change conversion rates per Depositary Share set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day or 366-day year, as applicable;

•       if the stock price is in excess of $210.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Minimum Conversion Rate, divided by 100, subject to adjustment as described in the Preliminary Prospectus Supplement; and

•       if the stock price is less than $20.00 per share (subject to adjustment in the same manner as the stock prices in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Maximum Conversion Rate, divided by 100, subject to adjustment as described in the Preliminary Prospectus Supplement.

J.P. Morgan Securities LLC

Guggenheim Securities, LLC

Deutsche Bank Securities Inc.

Goldman, Sachs & Co.