convertible preferred stock and (ii) a purchase contract. The purchase price of each Equity Unit will be allocated between the convertible preferred stock and the purchase contract
components in proportion to their respective fair market values at the time of purchase. This allocation will establish a U.S. Holders initial tax basis in the convertible preferred stock and in the purchase contract. We will report the
initial fair market value of each share of convertible preferred stock as 100% of the purchase price paid for each Equity Unit and the initial fair market value of each purchase contract as $0. This position will be binding upon holders (but not on
the IRS) unless holders explicitly disclose a contrary position on a statement attached to their timely filed United States federal income tax returns for the taxable year in which an Equity Unit is acquired. Thus, absent such disclosure, U.S.
Holders should allocate the purchase price for an Equity Unit in accordance with the foregoing. The remainder of this discussion assumes that the foregoing allocation of purchase price will be respected for United States federal income tax purposes.
Ownership of Convertible Preferred Stock, Treasury Securities, Cash Collateral or Applicable Ownership Interest in the Treasury
Portfolio. U.S. Holders will be treated as owning the convertible preferred stock (or after a successful remarketing, the applicable ownership interest in the Treasury portfolio), Treasury securities or cash constituting a part of the Corporate
Units, Treasury Units, or Cash Settled Units, as applicable, for United States federal income tax purposes. We and, by virtue of their acquisition of Equity Units, holders agree to treat the convertible preferred stock (or after a successful
remarketing, the applicable ownership interest in the Treasury portfolio), Treasury securities or cash constituting a part of the Corporate Units, Treasury Units, or Cash Settled Units, as applicable, as owned by the holders for United States
federal income tax purposes, and the remainder of this summary assumes such treatment. The United States federal income tax considerations to a U.S. Holder of owning the convertible preferred stock, Treasury securities, cash or applicable ownership
interest in the Treasury portfolio are discussed under the relevant heading below (see U.S. HoldersConvertible Preferred Stock, U.S. HoldersTreasury Units and Treasury Securities, U.S. HoldersTreasury
Portfolio, U.S. HoldersCash Settled Units and U.S. HoldersRemarketing of Convertible Preferred Stock).
Sale, Exchange, or Other Taxable Disposition of Equity Units. A U.S. Holder that sells, exchanges or otherwise disposes of Corporate
Units, Treasury Units, or Cash Settled Units in a taxable disposition (a disposition), will be treated as having sold, exchanged or disposed of each component of such unit (i.e , the purchase contract and the convertible preferred stock
(or after a successful remarketing, the applicable ownership interest in the Treasury portfolio), Treasury securities or cash, as the case may be, that constitute such Corporate Unit, Treasury Unit, or Cash Settled Unit, as applicable), and the
proceeds realized on such disposition will be allocated between the components of such unit in proportion to their respective fair market values at the time of disposition. As a result, and subject to the discussion below under U.S.
HoldersConvertible Preferred StockSale, Exchange, Successful Remarketing or Other Taxable Disposition of Convertible Preferred Stock, a U.S. Holder will generally recognize gain or loss with respect to each component of a Corporate
Unit, Treasury Unit, or Cash Settled Unit, as applicable, equal to the difference between the portion of the proceeds allocable to a given component and such holders adjusted tax basis in such component, except to the extent such holder is
treated as receiving an amount attributable to (a) accrued but unpaid contract adjustment payments, which amount may be treated as ordinary income to the extent not previously included in income, or (b) any acquisition discount on the
applicable ownership interest in the Treasury portfolio, which amount would be subject to tax as ordinary interest income to the extent not previously included in income. The rules governing the determination of the character of gain or loss on
(i) the disposition of the convertible preferred stock and the Treasury securities and (ii) the termination of the purchase contract are summarized under U.S. HoldersConvertible Preferred StockSale, Exchange, Successful
Remarketing or Other Taxable Disposition of Convertible Preferred Stock, U.S. HoldersTreasury Units and Treasury SecuritiesSale, Exchange or Other Taxable Disposition of Treasury Securities, and U.S.
HoldersPurchase ContractsTermination of Purchase Contract below.
If the disposition of a Corporate Unit, Treasury Unit,
or Cash Settled Unit occurs when the purchase contract has a negative value, U.S. Holders should be considered to have received additional consideration for the convertible preferred stock (or after a successful remarketing, the applicable ownership
interest in the Treasury portfolio), the Treasury securities, or the cash collateral, as the case may be, in an amount equal to such negative
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