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1
)In addition to Senator Investment Group LP ("Senator"), the investment manager to SFS (as defined below) and SGOM (as defined below), this Form 3 is being filed jointly by (i) Senator Management LLC, as the general partner of Senator; (ii) Senator GP LLC, as the general partner of SGOM; (iii) Senator Master GP LLC, as the general partner of SFS; (iv) Douglas Silverman, as CEO of Senator; (v) Cannae Holdings, Inc., a Delaware corporation ("Cannae") and (vi) Cannae Holdings, LLC, a wholly-owned subsidiary of Cannae ("Cannae Holdings"), each of whom may be deemed to have a pecuniary interest in certain of the securities reported on this Form 3 (the "Subject Securities"). The Reporting Persons may be deemed members of a "group" (within the meaning of Rule 13d-5 under the Exchange Act). [cont'd in FN 2]
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2
)[cont'd from FN 1] Each of the Reporting Persons may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Exchange Act for any other purpose.
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3
)Reflects cash-settled swap agreements entered into by SFS with unaffiliated third-party financial institutions as counterparties at reference prices between $40.3112 and $50.03. The cash-settled swaps establish notional exposure to a total of 3,942,810 shares of the Issuer's common stock. Under the terms of the cash-settled swaps, (i) SFS will be obligated to pay to the counterparty any negative price performance versus the reference price of the specified notional number of shares subject to the swaps as of the expiration date of such swaps, plus interest at the rate set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay SFS any positive price performance versus the reference price of the specified notional number of shares subject to the swaps as of the expiration date of the swaps. [cont'd in FN 4]
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4
)[cont'd from FN 3] The counterparty is obligated to make payments to SFS in an amount equal to dividends paid on the specified notional number of shares during the terms of the swaps. All payments under the swaps will be settled in cash, and the swaps may be settled at any time prior to the expiration date.
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5
)Reflects total return swaps entered into by SFS with an unaffiliated third-party financial institution as counterparty, at reference prices of $52.8761 and $67.6009. The swaps establish notional exposure to 550,000 shares of the Issuer's common stock. The total return swaps may, subject to certain conditions, be either cash-settled or physically-settled at the election of SFS. Under the terms of the total return swaps, if physically settled, (i) SFS will be obligated to pay to the counterparty the reference price for the specified notional number of shares, plus interest to the counterparty at the rate set forth in the applicable total return swap and (ii) the counterparty will be obligated to deliver to SFS the specified notional number of shares set forth in the applicable total return swap and to pay to SFS an amount equal to dividends paid on the specified notional number of shares.
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6
)Reflects physically-settled forward contracts entered into by SFS with an unaffiliated third-party financial institution as counterparty, at reference prices between $52.6036 and $52.8444. The contracts establish notional exposure to 885,000 shares of the Issuer's common stock. The contracts may, subject to certain conditions, be either cash-settled or physically-settled at the election of SFS. Under the terms of the contracts, if physically settled, (i) SFS will be obligated to pay to the counterparty the reference price for the specified notional number of shares, plus interest to the counterparty at the rate set forth in the applicable contract and (ii) the counterparty will be obligated to deliver to SFS the specified notional number of shares set forth in the applicable contract and to pay to SFS an amount equal to dividends paid on the specified notional number of shares.
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