Page 31 of 36 – SEC Filing
| L. | Principal Co |
| (a) | Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,758,713 Shares owned by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597 Shares owned by Starboard C LP, (iv) 456,609 Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 10.6%
| (b) | 1. Sole power to vote or direct vote: 5,466,621 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,466,621 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference. |
| M. | Principal GP |
| (a) | Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,758,713 Shares owned by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597 Shares owned by Starboard C LP, (iv) 456,609 Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 10.6%
| (b) | 1. Sole power to vote or direct vote: 5,466,621 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 5,466,621 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference. |
| N. | Messrs. Smith, Mitchell and Feld |
| (a) | Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,758,713 Shares owned by Starboard V&O Fund, (ii) 440,135 Shares owned by Starboard S LLC, (iii) 247,597 Shares owned by Starboard C LP, (iv) 456,609 Shares owned by Starboard Papa LLC, and (v) 563,567 Shares held in the Starboard Value LP Account. |
Percentage: Approximately 10.6%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,466,621 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,466,621 |
| (c) | None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transaction in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule 13D is set forth in Schedule A and is incorporated herein by reference. |
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