* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Brahman Capital Corp. serves as investment manager to a number of investment funds (including Brahman Partners II, L.P.,
Brahman Partners III, L.P., Brahman Institutional Partners, L.P., BY Partners, L.P., Brahman C.P.F. Partners, L.P., Brahman
Partners II Offshore, Ltd., Brahman Partners IV, L.P. and Brahman Partners IV Offshore, Ltd.) and manages investments for
certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock
reported in this Form 3. Peter A. Hochfelder, Mitchell A. Kuflik and Robert J. Sobel are executive officers and
directors
of Brahman Capital Corp. and have the ability to control the decisions of Brahman Capital Corp. with respect to the assets
of such investment funds and managed accounts. |
(2) |
Brahman Management, L.L.C. is the general partner of certain of the investment funds for which Brahman Capital Corp. serves
as investment manager (including Brahman Partners II, L.P., Brahman Partners III, L.P., Brahman Institutional Partners,
L.P.,
BY Partners, L.P., Brahman C.P.F. Partners, L.P. and Brahman Partners IV, L.P.). Peter A. Hochfelder, Mitchell A. Kuflik
and Robert J. Sobel are the managing members of Brahman Management, L.L.C. and have the ability to control the decisions
of Brahman Management, L.L.C. with respect to the assets of such investment funds. |
(3) |
None of Brahman Capital Corp., Brahman Management, L.L.C., Peter A. Hochfelder, Mitchell A. Kuflik or Robert J. Sobel
directly owns any shares of Common Stock. Each of Brahman Capital Corp., Peter A. Hochfelder, Mitchell A. Kuflik and
Robert J. Sobel may be deemed to beneficially own 3,585,600 shares of Common Stock, which represents approximately
11.43% of the outstanding shares of Common Stock. Brahman Management, L.L.C. may be deemed to beneficially own
2,034,800 shares of Common Stock, which represens approximately 6.49% of the outstanding shares of Common Stock.
Each of Brahman Capital Corp., Brahman Management, L.L.C., Peter A. Hochfelder, Mitchell A. Kuflik and
Robert J. Sobel disclaims any beneficial ownership of the shares of Common Stock included in this report to the
extent such beneficial ownership exceeds such person's pecuniary interest. |