-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TpoxzjJmUFmypJptEa2V29J4pf9ddFpacr1Di+KWmDazreH86v8+X6o1IV8TZpyp t6TATAHtPxPyQrl+z5lJag== 0001104659-11-000035.txt : 20110103 0001104659-11-000035.hdr.sgml : 20101231 20110103090034 ACCESSION NUMBER: 0001104659-11-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110103 DATE AS OF CHANGE: 20110103 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL COAST PARTNERS, L.P. GROUP MEMBERS: RELATIONAL FUND PARTNERS, L.P. GROUP MEMBERS: RELATIONAL INVESTORS ALPHA FUND I, L.P. GROUP MEMBERS: RELATIONAL INVESTORS IX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS VIII, L.P. GROUP MEMBERS: RELATIONAL INVESTORS X, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XV, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XVI, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XX, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XXII, L.P. GROUP MEMBERS: RELATIONAL INVESTORS XXIII, L.P. GROUP MEMBERS: RELATIONAL INVESTORS, L.P. GROUP MEMBERS: RH FUND 1, L.P. GROUP MEMBERS: RH FUND 6, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12947 FILM NUMBER: 11500319 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858.704.3333 MAIL ADDRESS: STREET 1: 12400 HIGH BLUFF DRIVE STREET 2: SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13D/A 1 a10-24406_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 16)*

National Semiconductor Corporation

(Name of Issuer)

Common Stock, $.50 par value

(Title of Class of Securities)

637640103

(CUSIP Number)

Ralph V. Whitworth
Relational Investors, LLC
12400 High Bluff Drive, Suite 600
San Diego, CA 92130
(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 29, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 637640103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 20,622,256

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 20,622,256

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,622,256

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.61%

	14.	Type of Reporting Person (See Instructions) IA/HC/OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,868,219

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 4,868,219

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,868,219

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 2.03%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 54,493

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 54,493

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 54,493

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.02%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 187,862

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 187,862

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 187,862

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.08%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,360,784

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 1,360,784

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,360,784

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.57%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 816,517

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 816,517

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 816,517

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.34%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors VIII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,339,995

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 4,339,995

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,339,995

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 1.81%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,285,703

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 1,285,703

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,285,703

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.54%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors X, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 349,611

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 349,611

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 349,611

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.15%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 339,960

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 339,960

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 339,960

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.14%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 451,063

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 451,063

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 451,063

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.19%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XX, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 272,165

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 272,165

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 272,165

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.11%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 450,655

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 450,655

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 450,655

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.19%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIII, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC/OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 368,479

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 368,479

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 368,479

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.15%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Alpha Fund I, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 820,919

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 820,919

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 820,919

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.34%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 20,622,256

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 20,622,256

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,622,256

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.61%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) NA

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 20,622,256

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 20,622,256

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 20,622,256

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.61%

	14.	Type of Reporting Person (See Instructions) IN

Item 1. Security and Issuer

This Schedule 13D/A constitutes the sixteenth amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 3, 2003 (the “Statement”) and amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7, No. 8, No. 9, No. 10, No. 11, No. 12, No. 13, No. 14 and No. 15 filed by the Reporting Persons with the Securities and Exchange Commission on June 20, 2003, July 22, 2003, January 16, 2004, June 14, 2004, December 14, 2004, January 25, 2005, June 28, 2005, August 24, 2006, May 8, 2007, July 30, 2007, April 2, 2008, June 27, 2008, December 19, 2008, January 9, 2009 and January 20, 2009 respectively (“Amendments”) with respect to shares of the common stock (the “Shares”) of National Semiconductor Corporation (the “Company”). Except as specifically amended by this Schedule 13D/A, the Statement, as amended by the Amendments, remains in full force and effect.

Item 2. Identity and Background

This Statement is being filed by and on behalf of Relational Investors, L.P. (“RILP”), Relational Fund Partners, L.P. (“RFP”), Relational Coast Partners, L.P. (“RCP”), RH Fund 1, L.P. (“RH1”), RH Fund 6, L.P. (“RH6”), Relational Investors VIII, L.P. (“RI VIII”), Relational Investors IX, L.P. (“RI IX”), Relational Investors X, L.P. (“RI X”), Relational Investors XV, L.P. (“RI XV”), Relational Investors XVI, L.P. (“RI XVI”), Relational Investors XX, L.P. (“RI XX”), Relational Investors XXII, L.P. (“RI XXII”), Relational Investors XXIII, L.P. (“RI XXIII”) and Relational Investors Alpha Fund I, L.P. (“RIA 1”), collectively, the “Relational LPs.” ; Each of the Relational LPs is a Delaware limited partnership. The principal business of each, is investing in securities.

This Statement is also being filed by and on behalf of Relational Investors, LLC (“RILLC”), a Delaware limited liability company. The principal business of RILLC is being the sole general partner, or the sole managing member of the general partner, of certain investment partnerships, including the Relational LPs and investment adviser of certain client managed accounts, the “Managed Accounts.” The Relational LPs and the Managed Accounts are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of the Relational LPs and the investment management agreement of the Managed Accounts, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement.

This Statement is also being filed by and on behalf of Ralph V. Whitworth and David H. Batchelder. Messrs. Whitworth and Batchelder are the Principals of RILLC, in which capacity they share voting control and dispositive power over the securities covered by this Statement. Messrs. Whitworth and Batchelder, therefore, may be deemed to have shared indirect beneficial ownership of such securities. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC (Messrs. Whitworth and Batchelder, together with Relational LPs and RILLC, hereinafter, the “Reporting Persons”).

During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The business address of each of the Reporting Persons is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.

Messrs. Whitworth and Batchelder are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and restated as follows:

RILLC and the Managed Accounts purchased an aggregate of 4,655,831 Shares for a total consideration (including brokerage commissions) of $72.1 million derived from capital of RILLC and the Managed Accounts.

The Relational LPs purchased an aggregate of 15,966,425 Shares for total consideration (including brokerage commissions) of $263.9 million derived from the capital of the Relational LPs and margin borrowings from Credit Suisse Securities (USA) LLC (“CSSU”) for RFP, RCP, RH1, RI XX and RI XXIII.

Interest on the margin debt balance of the margin accounts described above is charged at the then Federal Funds Rate plus 50 basis points. CSSU has a lien on the Shares held by RFP, RCP, RH1, RI XX and RI XXIII to secure repayment of the margin borrowings described above.

Item 4. Purpose of the transaction

Item 4 is hereby amended and restated as follows:

As of the date of this amendment, except as set forth below, none of the Reporting Persons has any present plan or intention that would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons intend to closely monitor the Company’s performance and may modify their plans. In addition, the Reporting Persons and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties concerning the Company.

Although the Reporting Persons do not have any plans other than the monitoring and communication program outlined in the previous paragraph, the Reporting Persons may exercise any and all of their respective rights as stockholders of the Company in a manner consistent with their equity interests, including seeking representation on the Company’s board of directors at a special or annual meeting of the Company’s stockholders.

The Reporting Persons may from time-to-time (i) acquire additional Shares (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of Shares at prices deemed favorable in the open market, in privately negotiated transactions or otherwise.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated as follows:

(a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 20,622,256 Shares, constituting 8.61% of the outstanding Shares. The percentage of Shares owned being based upon 239,566,095 Shares outstanding on August 29, 2010, as set forth in the Issuer’s Form 10-Q for the quarter ended August 29, 2010. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES		VOTING AND DISPOSITIVE POWER
RILLC	4,655,831	1.94	%	Sole
RILP	4,868,219	2.03	%	Sole
RFP	54,493	0.02	%	Sole
RCP	187,862	0.08	%	Sole
RH1	1,360,784	0.57	%	Sole
RH6	816,517	0.34	%	Sole
RI VIII	4,339,995	1.81	%	Sole
RI IX	1,285,703	0.54	%	Sole
RI X	349,611	0.15	%	Sole
RI XV	339,960	0.14	%	Sole
RI XVI	451,063	0.19	%	Sole
RI XX	272,165	0.11	%	Sole
RI XXII	450,655	0.19	%	Sole
RI XXIII	368,479	0.15	%	Sole
RIA 1	820,919	0.34	%	Sole

RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 4,655,831 Shares that are owned by it and the Managed Accounts. Additionally, RILLC, as the sole general partner, or sole managing member of the general partner, of each of Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 15,966,425 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.

Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares for all other purposes.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.

(b) See item (a) above.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

The following Exhibits are filed herewith:

Exhibit A – Information concerning transactions in the Shares affected by the Reporting Persons in the last 60 days and not previously reported.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 3, 2011

RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RH FUND 1, L.P.
RH FUND 6, L.P.
RELATIONAL INVESTORS VIII, L.P.
RELATIONAL INVESTORS IX, L.P.
RELATIONAL INVESTORS X, L.P.
RELATIONAL INVESTORS XV, L.P.
RELATIONAL INVESTORS XVI, L.P.
RELATIONAL INVESTORS XX, L.P.
RELATIONAL INVESTORS XXII, L.P.
RELATIONAL INVESTORS XXIII, L.P.
RELATIONAL INVESTORS ALPHA FUND I, L.P.

By:	RELATIONAL INVESTORS, LLC
	as general partner to each, except as the sole managing member of the general partners of Relational Alpha Fund I, L.P. and Relational Investors X, L.P.

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal

RELATIONAL INVESTORS, LLC

	By:	/s/ Ralph V. Whitworth
		Ralph V. Whitworth, Principal


/s/ Ralph V. Whitworth
Ralph V. Whitworth


/s/ David H. Batchelder
David H. Batchelder

EX-99.A 2 a10-24406_1ex99da.htm EXHIBIT A

Exhibit A

Transactions by Reporting Persons in the last 60 days.

Beneficial Ownership	Purchase or Sale	Quantity	Transaction Date	Price per Share (including commission)		How Effected

Relational Investors X, L.P.	Sale	11,501	12/1/2010	$	13.60	Open Market
Relational Investors X, L.P.	Sale	58,525	12/1/2010	$	13.60	Open Market
Relational Investors X, L.P.	Sale	80,105	12/1/2010	$	13.60	Open Market
Relational Coast Partners, L.P.	Sale	1,157	12/10/2010	$	14.07	Open Market
Relational Coast Partners, L.P.	Sale	1,153	12/10/2010	$	14.07	Open Market
Relational Coast Partners, L.P.	Sale	236	12/10/2010	$	14.07	Open Market
Relational Fund Partners, L.P.	Sale	610	12/10/2010	$	14.07	Open Market
Relational Fund Partners, L.P.	Sale	112	12/10/2010	$	14.07	Open Market
Relational Fund Partners, L.P.	Sale	15	12/10/2010	$	14.07	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	11,133	12/10/2010	$	14.07	Open Market
Relational Investors IX, L.P.	Sale	17,436	12/10/2010	$	14.07	Open Market
Relational Investors LLC	Sale	25,911	12/10/2010	$	14.07	Open Market
Relational Investors LLC	Sale	12,680	12/10/2010	$	14.07	Open Market
Relational Investors LLC	Sale	2,238	12/10/2010	$	14.07	Open Market
Relational Investors LLC	Sale	22,309	12/10/2010	$	14.07	Open Market
Relational Investors VIII, L.P.	Sale	58,859	12/10/2010	$	14.07	Open Market
Relational Investors X, L.P.	Sale	4,741	12/10/2010	$	14.07	Open Market
Relational Investors XV, L.P.	Sale	4,610	12/10/2010	$	14.07	Open Market
Relational Investors XVI, L.P.	Sale	6,117	12/10/2010	$	14.07	Open Market
Relational Investors XX, L.P.	Sale	3,691	12/10/2010	$	14.07	Open Market
Relational Investors XXII, L.P.	Sale	6,111	12/10/2010	$	14.07	Open Market
Relational Investors XXIII, L.P.	Sale	4,997	12/10/2010	$	14.07	Open Market
Relational Investors, L.P.	Sale	65,143	12/10/2010	$	14.07	Open Market
Relational Investors, L.P.	Sale	881	12/10/2010	$	14.07	Open Market
RH Fund 1, L.P.	Sale	77,956	12/10/2010	$	14.07	Open Market
RH Fund 1, L.P.	Sale	18,455	12/10/2010	$	14.07	Open Market
RH Fund 6, L.P.	Sale	11,073	12/10/2010	$	14.07	Open Market
Relational Coast Partners, L.P.	Sale	1,292	12/20/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	646	12/20/2010	$	13.74	Open Market
Relational Coast Partners, L.P.	Sale	646	12/20/2010	$	13.74	Open Market
Relational Coast Partners, L.P.	Sale	132	12/20/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	66	12/20/2010	$	13.74	Open Market
Relational Coast Partners, L.P.	Sale	66	12/20/2010	$	13.74	Open Market
Relational Fund Partners, L.P.	Sale	341	12/20/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	170	12/20/2010	$	13.74	Open Market
Relational Fund Partners, L.P.	Sale	170	12/20/2010	$	13.74	Open Market
Relational Fund Partners, L.P.	Sale	63	12/20/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	17	12/20/2010	$	13.74	Open Market

Relational Fund Partners, L.P.	Sale	14	12/20/2010	$	13.74	Open Market
Relational Fund Partners, L.P.	Sale	31	12/20/2010	$	13.74	Open Market
Relational Fund Partners, L.P.	Sale	8	12/20/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	4	12/20/2010	$	13.73	Open Market
Relational Fund Partners, L.P.	Sale	4	12/20/2010	$	13.73	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	6,226	12/20/2010	$	13.79	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	3,113	12/20/2010	$	13.74	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	3,113	12/20/2010	$	13.74	Open Market
Relational Investors IX, L.P.	Sale	2,539	12/20/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	7,212	12/20/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	3,412	12/20/2010	$	13.74	Open Market
Relational Investors IX, L.P.	Sale	1,463	12/20/2010	$	13.74	Open Market
Relational Investors IX, L.P.	Sale	3,412	12/20/2010	$	13.74	Open Market
Relational Investors IX, L.P.	Sale	1,463	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	14,490	12/20/2010	$	13.79	Open Market
Relational Investors LLC	Sale	7,245	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	7,245	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	7,092	12/20/2010	$	13.79	Open Market
Relational Investors LLC	Sale	1,251	12/20/2010	$	13.79	Open Market
Relational Investors LLC	Sale	3,545	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	626	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	3,545	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	626	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	12,476	12/20/2010	$	13.79	Open Market
Relational Investors LLC	Sale	6,238	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	4,012	12/20/2010	$	13.74	Open Market
Relational Investors LLC	Sale	2,226	12/20/2010	$	13.74	Open Market
Relational Investors VIII, L.P.	Sale	32,917	12/20/2010	$	13.79	Open Market
Relational Investors VIII, L.P.	Sale	16,458	12/20/2010	$	13.74	Open Market
Relational Investors VIII, L.P.	Sale	16,458	12/20/2010	$	13.74	Open Market
Relational Investors X, L.P.	Sale	2,651	12/20/2010	$	13.79	Open Market
Relational Investors X, L.P.	Sale	1,325	12/20/2010	$	13.74	Open Market
Relational Investors X, L.P.	Sale	1,325	12/20/2010	$	13.74	Open Market
Relational Investors XV, L.P.	Sale	2,578	12/20/2010	$	13.79	Open Market
Relational Investors XV, L.P.	Sale	1,289	12/20/2010	$	13.74	Open Market
Relational Investors XV, L.P.	Sale	1,289	12/20/2010	$	13.74	Open Market
Relational Investors XVI, L.P.	Sale	3,421	12/20/2010	$	13.79	Open Market
Relational Investors XVI, L.P.	Sale	1,710	12/20/2010	$	13.74	Open Market
Relational Investors XVI, L.P.	Sale	1,710	12/20/2010	$	13.74	Open Market
Relational Investors XX, L.P.	Sale	2,064	12/20/2010	$	13.79	Open Market
Relational Investors XX, L.P.	Sale	1,032	12/20/2010	$	13.74	Open Market
Relational Investors XX, L.P.	Sale	1,031	12/20/2010	$	13.74	Open Market
Relational Investors XX, L.P.	Sale	1	12/20/2010	$	13.74	Open Market
Relational Investors XXII, L.P.	Sale	3,418	12/20/2010	$	13.79	Open Market
Relational Investors XXII, L.P.	Sale	1,709	12/20/2010	$	13.74	Open Market
Relational Investors XXII, L.P.	Sale	1,064	12/20/2010	$	13.74	Open Market
Relational Investors XXII, L.P.	Sale	645	12/20/2010	$	13.74	Open Market

Relational Investors XXIII, L.P.	Sale	2,794	12/20/2010	$	13.79	Open Market
Relational Investors XXIII, L.P.	Sale	1,397	12/20/2010	$	13.74	Open Market
Relational Investors XXIII, L.P.	Sale	1,387	12/20/2010	$	13.74	Open Market
Relational Investors XXIII, L.P.	Sale	10	12/20/2010	$	13.74	Open Market
Relational Investors, L.P.	Sale	36,924	12/20/2010	$	13.79	Open Market
Relational Investors, L.P.	Sale	18,462	12/20/2010	$	13.74	Open Market
Relational Investors, L.P.	Sale	18,462	12/20/2010	$	13.74	Open Market
RH Fund 1, L.P.	Sale	43,597	12/20/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	21,803	12/20/2010	$	13.74	Open Market
RH Fund 1, L.P.	Sale	21,803	12/20/2010	$	13.74	Open Market
RH Fund 1, L.P.	Sale	10,321	12/20/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	5,160	12/20/2010	$	13.74	Open Market
RH Fund 1, L.P.	Sale	5,160	12/20/2010	$	13.74	Open Market
RH Fund 6, L.P.	Sale	626	12/20/2010	$	13.79	Open Market
RH Fund 6, L.P.	Sale	5,567	12/20/2010	$	13.79	Open Market
RH Fund 6, L.P.	Sale	3,096	12/20/2010	$	13.74	Open Market
RH Fund 6, L.P.	Sale	3,096	12/20/2010	$	13.74	Open Market
Relational Coast Partners, L.P.	Sale	646	12/21/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	646	12/21/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	1,557	12/21/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	1,463	12/21/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	2	12/21/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	66	12/21/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	68	12/21/2010	$	13.79	Open Market
Relational Coast Partners, L.P.	Sale	310	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	171	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	171	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	259	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	540	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	1	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	27	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	4	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	31	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	151	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	4	12/21/2010	$	13.78	Open Market
Relational Fund Partners, L.P.	Sale	4	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	18	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	3	12/21/2010	$	13.79	Open Market
Relational Fund Partners, L.P.	Sale	1	12/21/2010	$	13.79	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	685	12/21/2010	$	13.79	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	2,428	12/21/2010	$	13.79	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	3,115	12/21/2010	$	13.79	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	14,548	12/21/2010	$	13.79	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	2	12/21/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	3,413	12/21/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	1,463	12/21/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	3,415	12/21/2010	$	13.79	Open Market

Relational Investors IX, L.P.	Sale	1,463	12/21/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	15,950	12/21/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	6,836	12/21/2010	$	13.79	Open Market
Relational Investors IX, L.P.	Sale	3	12/21/2010	$	13.80	Open Market
Relational Investors LLC	Sale	7,245	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	7,245	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	33,860	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	5	12/21/2010	$	13.80	Open Market
Relational Investors LLC	Sale	3,546	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	626	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	3,546	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	626	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	16,571	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	2,924	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	3	12/21/2010	$	13.80	Open Market
Relational Investors LLC	Sale	1	12/21/2010	$	13.80	Open Market
Relational Investors LLC	Sale	6,238	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	6,238	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	29,154	12/21/2010	$	13.79	Open Market
Relational Investors LLC	Sale	4	12/21/2010	$	13.80	Open Market
Relational Investors VIII, L.P.	Sale	16,459	12/21/2010	$	13.79	Open Market
Relational Investors VIII, L.P.	Sale	16,460	12/21/2010	$	13.79	Open Market
Relational Investors VIII, L.P.	Sale	69,600	12/21/2010	$	13.79	Open Market
Relational Investors VIII, L.P.	Sale	7,312	12/21/2010	$	13.79	Open Market
Relational Investors VIII, L.P.	Sale	12	12/21/2010	$	13.80	Open Market
Relational Investors X, L.P.	Sale	1,326	12/21/2010	$	13.79	Open Market
Relational Investors X, L.P.	Sale	1,326	12/21/2010	$	13.79	Open Market
Relational Investors X, L.P.	Sale	6,197	12/21/2010	$	13.79	Open Market
Relational Investors X, L.P.	Sale	2	12/21/2010	$	13.79	Open Market
Relational Investors XV, L.P.	Sale	1,289	12/21/2010	$	13.79	Open Market
Relational Investors XV, L.P.	Sale	1,289	12/21/2010	$	13.79	Open Market
Relational Investors XV, L.P.	Sale	6,027	12/21/2010	$	13.79	Open Market
Relational Investors XVI, L.P.	Sale	1,713	12/21/2010	$	13.79	Open Market
Relational Investors XVI, L.P.	Sale	1,710	12/21/2010	$	13.79	Open Market
Relational Investors XVI, L.P.	Sale	1,701	12/21/2010	$	13.79	Open Market
Relational Investors XVI, L.P.	Sale	6,293	12/21/2010	$	13.79	Open Market
Relational Investors XVI, L.P.	Sale	1	12/21/2010	$	13.79	Open Market
Relational Investors XX, L.P.	Sale	1,032	12/21/2010	$	13.79	Open Market
Relational Investors XX, L.P.	Sale	1,032	12/21/2010	$	13.79	Open Market
Relational Investors XX, L.P.	Sale	4,825	12/21/2010	$	13.79	Open Market
Relational Investors XXII, L.P.	Sale	1,709	12/21/2010	$	13.79	Open Market
Relational Investors XXII, L.P.	Sale	1,709	12/21/2010	$	13.79	Open Market
Relational Investors XXII, L.P.	Sale	7,987	12/21/2010	$	13.79	Open Market
Relational Investors XXII, L.P.	Sale	2	12/21/2010	$	13.79	Open Market
Relational Investors XXIII, L.P.	Sale	1,397	12/21/2010	$	13.79	Open Market
Relational Investors XXIII, L.P.	Sale	1,397	12/21/2010	$	13.79	Open Market
Relational Investors XXIII, L.P.	Sale	6,533	12/21/2010	$	13.79	Open Market

Relational Investors XXIII, L.P.	Sale	1	12/21/2010	$	13.79	Open Market
Relational Investors, L.P.	Sale	18,462	12/21/2010	$	13.79	Open Market
Relational Investors, L.P.	Sale	18,462	12/21/2010	$	13.79	Open Market
Relational Investors, L.P.	Sale	64,141	12/21/2010	$	13.79	Open Market
Relational Investors, L.P.	Sale	22,131	12/21/2010	$	13.79	Open Market
Relational Investors, L.P.	Sale	15	12/21/2010	$	13.80	Open Market
RH Fund 1, L.P.	Sale	21,792	12/21/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	21,789	12/21/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	101,823	12/21/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	16	12/21/2010	$	13.80	Open Market
RH Fund 1, L.P.	Sale	5,163	12/21/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	5,160	12/21/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	24,115	12/21/2010	$	13.79	Open Market
RH Fund 1, L.P.	Sale	3	12/21/2010	$	13.80	Open Market
RH Fund 6, L.P.	Sale	3,096	12/21/2010	$	13.79	Open Market
RH Fund 6, L.P.	Sale	3,098	12/21/2010	$	13.79	Open Market
RH Fund 6, L.P.	Sale	14,471	12/21/2010	$	13.79	Open Market
RH Fund 6, L.P.	Sale	2	12/21/2010	$	13.79	Open Market
Relational Investors, L.P.	Sale	49,585	12/29/2010	$	13.80	Open Market
RH Fund 1, L.P.	Sale	13,857	12/29/2010	$	13.80	Open Market
Relational Investors LLC	Sale	19,455	12/29/2010	$	13.80	Open Market
RH Fund 6, L.P.	Sale	8,314	12/29/2010	$	13.80	Open Market
Relational Investors VIII, L.P.	Sale	44,195	12/29/2010	$	13.80	Open Market
Relational Investors IX, L.P.	Sale	9,164	12/29/2010	$	13.80	Open Market
Relational Investors IX, L.P.	Sale	3,928	12/29/2010	$	13.80	Open Market
Relational Investors X, L.P.	Sale	3,560	12/29/2010	$	13.80	Open Market
Relational Investors XV, L.P.	Sale	3,461	12/29/2010	$	13.80	Open Market
Relational Investors XVI, L.P.	Sale	4,593	12/29/2010	$	13.80	Open Market
Relational Investors XX, L.P.	Sale	2,771	12/29/2010	$	13.80	Open Market
Relational Investors XXII, L.P.	Sale	4,589	12/29/2010	$	13.80	Open Market
Relational Investors XXIII, L.P.	Sale	3,752	12/29/2010	$	13.80	Open Market
Relational Investors LLC	Sale	9,521	12/29/2010	$	13.80	Open Market
Relational Investors LLC	Sale	1,680	12/29/2010	$	13.80	Open Market
Relational Coast Partners, L.P.	Sale	1,735	12/29/2010	$	13.80	Open Market
Relational Coast Partners, L.P.	Sale	177	12/29/2010	$	13.80	Open Market
Relational Fund Partners, L.P.	Sale	458	12/29/2010	$	13.80	Open Market
Relational Fund Partners, L.P.	Sale	84	12/29/2010	$	13.80	Open Market
Relational Fund Partners, L.P.	Sale	11	12/29/2010	$	13.80	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	8,359	12/29/2010	$	13.80	Open Market
Relational Investors LLC	Sale	16,751	12/29/2010	$	13.80	Open Market
Relational Investors, L.P.	Sale	49,585	12/30/2010	$	13.80	Open Market
RH Fund 1, L.P.	Sale	13,857	12/30/2010	$	13.80	Open Market
Relational Investors LLC	Sale	19,455	12/30/2010	$	13.80	Open Market
RH Fund 6, L.P.	Sale	8,314	12/30/2010	$	13.80	Open Market
Relational Investors VIII, L.P.	Sale	44,195	12/30/2010	$	13.80	Open Market
Relational Investors IX, L.P.	Sale	9,164	12/30/2010	$	13.80	Open Market
Relational Investors IX, L.P.	Sale	3,928	12/30/2010	$	13.80	Open Market

Relational Investors X, L.P.	Sale	3,560	12/30/2010	$	13.80	Open Market
Relational Investors XV, L.P.	Sale	3,461	12/30/2010	$	13.80	Open Market
Relational Investors XVI, L.P.	Sale	4,593	12/30/2010	$	13.80	Open Market
Relational Investors XX, L.P.	Sale	2,771	12/30/2010	$	13.80	Open Market
Relational Investors XXII, L.P.	Sale	4,589	12/30/2010	$	13.80	Open Market
Relational Investors XXIII, L.P.	Sale	3,752	12/30/2010	$	13.80	Open Market
Relational Investors LLC	Sale	9,521	12/30/2010	$	13.80	Open Market
Relational Investors LLC	Sale	1,680	12/30/2010	$	13.80	Open Market
Relational Coast Partners, L.P.	Sale	1,735	12/30/2010	$	13.80	Open Market
Relational Coast Partners, L.P.	Sale	177	12/30/2010	$	13.80	Open Market
Relational Fund Partners, L.P.	Sale	458	12/30/2010	$	13.80	Open Market
Relational Fund Partners, L.P.	Sale	84	12/30/2010	$	13.80	Open Market
Relational Fund Partners, L.P.	Sale	11	12/30/2010	$	13.80	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	8,359	12/30/2010	$	13.80	Open Market
Relational Investors LLC	Sale	16,751	12/30/2010	$	13.80	Open Market
Relational Investors, L.P.	Sale	49,585	12/31/2010	$	13.72	Open Market
RH Fund 1, L.P.	Sale	13,857	12/31/2010	$	13.72	Open Market
Relational Investors LLC	Sale	19,455	12/31/2010	$	13.72	Open Market
RH Fund 6, L.P.	Sale	8,314	12/31/2010	$	13.72	Open Market
Relational Investors VIII, L.P.	Sale	44,195	12/31/2010	$	13.72	Open Market
Relational Investors IX, L.P.	Sale	9,164	12/31/2010	$	13.72	Open Market
Relational Investors IX, L.P.	Sale	3,928	12/31/2010	$	13.72	Open Market
Relational Investors X, L.P.	Sale	3,560	12/31/2010	$	13.72	Open Market
Relational Investors XV, L.P.	Sale	3,461	12/31/2010	$	13.72	Open Market
Relational Investors XVI, L.P.	Sale	4,593	12/31/2010	$	13.72	Open Market
Relational Investors XX, L.P.	Sale	2,771	12/31/2010	$	13.72	Open Market
Relational Investors XXII, L.P.	Sale	4,589	12/31/2010	$	13.72	Open Market
Relational Investors XXIII, L.P.	Sale	3,752	12/31/2010	$	13.72	Open Market
Relational Investors LLC	Sale	9,521	12/31/2010	$	13.72	Open Market
Relational Investors LLC	Sale	1,680	12/31/2010	$	13.72	Open Market
Relational Coast Partners, L.P.	Sale	1,735	12/31/2010	$	13.72	Open Market
Relational Coast Partners, L.P.	Sale	177	12/31/2010	$	13.72	Open Market
Relational Fund Partners, L.P.	Sale	458	12/31/2010	$	13.72	Open Market
Relational Fund Partners, L.P.	Sale	84	12/31/2010	$	13.72	Open Market
Relational Fund Partners, L.P.	Sale	11	12/31/2010	$	13.72	Open Market
Relational Investors Alpha Fund I, L.P.	Sale	8,359	12/31/2010	$	13.72	Open Market
Relational Investors LLC	Sale	16,751	12/31/2010	$	13.72	Open Market

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 16)*

Under the Securities Exchange Act of 1934
(Amendment No. 16)*