Explanation of Responses:
|
(
1)
|
Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of
High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises
G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises
Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of
Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore")
and Icahn Offshore LP ("Icahn Offshore").
|
(
2)
|
Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of
each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and
Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by
Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as
the "Reporting Persons."
|
(
3)
|
On April 18, 2008, April 21, 2008, and April 22, 2008, High River, Icahn Master, Icahn Master II and Icahn Master III sold
an aggregate of 886,153 shares of Common Stock in the open market.
|
(
4)
|
Of these 886,153 shares of Common Stock, High River sold 177,231 shares of Common Stock, Icahn Master sold
435,028 shares of Common Stock, Icahn Master II sold 206,158 shares of Common Stock and Icahn Master III sold
67,736 shares of Common Stock.
|
(
5)
|
As a result of selling, in the aggregate, 886,153 shares of Common Stock, High River, Icahn Partners, Icahn Master,
Icahn Master II and Icahn Master III beneficially own in the aggregate 50,933,864 shares of Common Stock. Of these
50,933,864 shares of Common Stock, High River directly beneficially owns 10,186,770 shares of Common Stock,
Icahn Partners directly beneficially owns 15,236,448 shares of Common Stock, Icahn Master directly beneficially owns
17,614,887 shares of Common Stock, Icahn Master II directly beneficially owns 5,720,272 shares of Common Stock
and Icahn Master III directly beneficially owns 2,175,487 shares of Common Stock.
|
(
6)
|
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own
(as that term is defined in Rule 13d-3 under the Securities Act of 1933 (the "Act")) the shares of Common Stock which
High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such
shares of Common Stock.
|
(
7)
|
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn,
by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own
(as that term is defined in Rule 13d-3 under the Act) the shares of Common Stock which Icahn Master, Icahn Master II
and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Common Stock.
|
(
8)
|
Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn,
by virtue of their relationship to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3
under the Act) the shares of Common Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore,
Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial
ownership of such shares of Common Stock.
|
(
9)
|
See also Form 4 filed by Carl C. Icahn et al. on April 22, 2008, for the name, address, and signature of each of the
following Reporting Persons: Barberry, Beckton, High River, Hopper, Icahn Enterprises GP, Icahn Enterprises Holdings,
IPH, Icahn Offshore and Icahn Onshore.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
ICAHN CARL C
C/O ICAHN CAPITAL MANAGEMENT LP
767 FIFTH AVE., SUITE 4700
NEW YORK, NY 10153
|
|
X
|
|
see footnotes
|
ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
|
|
|
|
see footnotes
|
ICAHN CAPITAL LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
|
|
X
|
|
see footnotes
|
ICAHN PARTNERS MASTER FUND LP
C/O WALKER HOUSE
87 MARY STREET
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9001
|
|
|
|
see footnotes
|
ICAHN PARTNERS MASTER FUND II L.P.
C/O WALKER HOUSE
87 MARY STREET
GRAND CAYMAN, CAYMAN ISLANDS, E9 KY1-9001
|
|
|
|
see footnotes
|
ICAHN PARTNERS MASTER FUND III L.P.
C/O WALKER HOUSE
87 MARY STREET
GRAND CAYMAN, CAYMAN ISLANDS, E9 KY1-9001
|
|
|
|
see footnotes
|