Harty Linda S's Form 4 filing

Remarks

Depositary Shares each representing 1/20th of a share of the Company's 6.75% Series B Mandatory Convertible Preferred Stock. Each outstanding share of the Mandatory Convertible Preferred Stock automatically converts on the mandatory conversion date into a number of shares of Common Stock of the Company as follows: a) if the market value of the Common Stock is greater than the "threshold appreciation price," then the conversion rate will be 7.0520 shares of Common Stock per share of Mandatory Convertible Preferred Stock (the "minimum conversion rate"); b) if the market value of the Common Stock is less than or equal to the threshold appreciation price but equal to or greater than the "initial price," then the conversion rate will be equal to $1,000 divided by the market value of the Common Stock, rounded to the nearest ten-thousandth of a share, which will be between 7.0520 and 8.4620 shares of Common Stock of the Company per share of Mandatory Convertible Preferred Stock; or c) if the market value of the Common Stock is less than the initial price, then the conversion rate will be 8.4620 shares of Common Stock of the Company per share of Mandatory Convertible Preferred Stock (the "maximum conversion rate"). The "initial price" equals $1,000, divided by the maximum conversion rate, rounded to the nearest $0.0001, and is initially $118.1754. The "threshold appreciation price" equals $1,000, divided by the minimum conversion rate, rounded to the nearest $0.0001, and represents an approximately 20% appreciation over the initial price. The foregoing description is qualified in its entirety by reference to Exhibit 4.3 ("Description of Securities") to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.