Explanation of Responses:
On January 5, 2018 (the "Execution Date"), the Reporting Person entered into a
prepaid variable forward sale contract with an unaffiliated third party buyer
(the "Buyer"). The contract obligates the Reporting Person to deliver to the
Buyer up to an aggregate of 1,000,000 shares of Common Stock in the future (or,
at the Reporting Person's election, an equivalent amount of cash based on the
market price of the Common Stock at that time).  In exchange for assuming this
obligation, the Reporting Person received a cash payment of $35,400,000 on the
second business day following the Execution Date. The Reporting Person pledged
1,000,000 shares of Common Stock to secure his obligations under the contract,
and retained dividend and voting rights in such shares during the term of the
pledge.
The transaction will be settled in ten tranches of 100,000 shares (or a fraction
  of 100,000 shares as described below) on each date (each, a "Settlement Date")
  for which trades executed on each of the following dates in 2021 (each, a
"Valuation Date") settle under the relevant clearance system: January 5, 6, 7,
8, 11, 12, 13, 14, 15, and 19.  The contract specifies a "Forward Floor Price"
of $41.3069 per share and a "Forward Cap Price" of $59.6656 per share.
On each Settlement Date, the Reporting Person will deliver to the Buyer, subject
  in each case to certain adjustments (e.g., spin-off or extraordinary event):
(a) if the "Settlement Price" (for each Settlement Date, the closing price of
Common Stock on the related Valuation Date) is less than or equal to the Forward
  Floor Price, 100,000 shares; (b) if the Settlement Price is above the Forward
Floor Price but less than or equal to the Forward Cap Price, a number of shares
equal to (i) 100,000 multiplied by (ii) a fraction, the numerator of which is
the Forward Floor Price and the denominator of which is the Settlement Price; or
  (c) if the Settlement Price is above the Forward Cap Price, a number of shares
  equal to (i) 100,000 multiplied by (ii) a fraction, the numerator of which is
the Forward Floor Price plus the Settlement Price minus the Forward Cap Price,
and the denominator of which is the Settlement Price.