13D Filing: Starboard Value LP and Cars.com Inc (CARS)

Each of the foregoing is referred to
as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is
party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.

(b)       The
address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP,
Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York,
New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand
Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business
addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2. Ms. Adler’s principal
business address is 420 E. 72^nd Street, Apt. 9J, New York, New York 10021. Mr. Kelly’s principal business address
is 390 North Lake Street, Litchfield, Connecticut 06759. Mr. Molinelli’s principal business address is c/o Starboard Value
LP, 777 Third Avenue, 18^th Floor, New York, New York 10017. Mr. Wiener’s principal business address is 17 Amber
Lane, Oyster Bay Cove, New York 11771.

(c)       The
principal business of Starboard V&O Fund is serving as a private investment fund.  Starboard V&O Fund has been
formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies
in order to enhance shareholder value.  Starboard S LLC and Starboard C LP have been formed for the purpose of investing
in securities and engaging in all related activities and transactions.  Starboard Value LP provides investment advisory
and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP
Account and the manager of Starboard S LLC.  The principal business of Starboard Value GP is providing a full range of
investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP.  The
principal business of Principal Co is providing investment advisory and management services.  Principal Co is a member
of Starboard Value GP.  Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general
partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP.  Messrs. Smith, Mitchell and
Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management
Committee of Principal GP. The principal occupation of Ms. Adler is serving on the Board of Directors of Performance Food Group
Company. The principal occupation of Mr. Kelly is serving as the Chief Executive Officer of Kelly Newman Ventures, LLC. The principal
occupation of Mr. Molinelli is serving as a Partner of Starboard Value LP. The principal occupation of Mr. Wiener is serving as
the Executive Chairman of 360i LLC.

(d)       No
Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).