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Trane Technologies plc Major Shareholding Notification 2012

May 9, 2012

29886_mrq_2012-05-09_d569335d-19e2-4a1d-8684-f35ed81e5561.zip

Major Shareholding Notification

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

ingersoll-rand PLC

(Name of Issuer)

Ordinary Shares, $1.00 par value

(Title of Class of Securities)

G47791101

(CUSIP Number)

Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41 st Floor New York, New York 10017 Tel. No.:(212) 451-3000 Debra Smith California State Teachers’ Retirement System 100 Waterfront Place, MS 04 West Sacramento, CA 95605 Tel. No.: (916) 414-7551

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 1, 2012

(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 which 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 ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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 21,072,305
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 21,072,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,072,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.05% *
14 TYPE OF REPORTING PERSON IN

_

*Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the “Form 10-Q”).

2

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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 21,072,305
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 21,072,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,072,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.05% *
14 TYPE OF REPORTING PERSON IN

_

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

3

1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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 21,072,305
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 21,072,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,072,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.05% *
14 TYPE OF REPORTING PERSON IN

_

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

4

1 NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 21,072,305
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 21,072,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,072,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.05% *
14 TYPE OF REPORTING PERSON PN

_

*Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

5

1 NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 21,072,305
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 21,072,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,072,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.05% *
14 TYPE OF REPORTING PERSON OO

_

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

6

1 NAME OF REPORTING PERSON Trian Partners Master Fund (ERISA), L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0682467
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 199,908
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 199,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 199,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.07% *
14 TYPE OF REPORTING PERSON PN

_

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

.

7

1 NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 2,298,601
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 2,298,601
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,298,601
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.77% *
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

8

1 NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 6,670,589
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 6,670,589
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,670,589
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.23% *
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

9

1 NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 335,832
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 335,832
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,832
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.11% *
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

10

1 NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 27-4180625
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 1,268,711
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 1,268,711
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,268,711
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.42% *
14 TYPE OF REPORTING PERSON PN

_

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

11

1 NAME OF REPORTING PERSON Trian Partners Strategic Co-Investment Fund-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 36-4728074
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 1,178,550
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 1,178,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,178,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.39% *
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

12

1 NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 37-1593120
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 2,958,664
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 2,958,664
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,958,664
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.99% *
14 TYPE OF REPORTING PERSON PN

_

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

13

1 NAME OF REPORTING PERSON Trian SPV (SUB) VI, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0644507
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 1,460,000
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 1,460,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,460,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.49% *
14 TYPE OF REPORTING PERSON PN

_

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

14

1 NAME OF REPORTING PERSON Trian SPV (SUB) VI-A, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-1047700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 4,701,450
9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 4,701,450
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,701,450
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.57% *
14 TYPE OF REPORTING PERSON PN

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

15

1 NAME OF REPORTING PERSON California State Teachers’ Retirement System S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-6291617
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION California Government Pension Plan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 813,101
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 555,343
10 SHARED DISPOSITIVE POWER 257,758
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 813,101
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% *
14 TYPE OF REPORTING PERSON EP

  • Calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Form 10-Q.

16

Item 1. Security and Issuer

This Schedule 13D relates to the Ordinary Shares, $1.00 par value per share (the “Shares”), of Ingersoll-Rand plc, an Irish public limited company (the “Issuer”). The address of the principal executive office of the Issuer is 170/175 Lakeview Dr., Airside Business Park, Swords, Co. Dublin, Ireland.

Item 2. Identity and Background

The persons filing this statement are Trian Partners, L.P., a Delaware limited partnership (“Trian Onshore”), Trian Partners Master Fund, L.P., a Cayman Islands limited partnership (“Trian Offshore”), Trian Partners Parallel Fund I, L.P., a Delaware limited partnership (“Parallel Fund I”), Trian Partners Master Fund (ERISA) L.P., a Cayman Islands limited partnership (“Trian ERISA”), Trian Partners Strategic Investment Fund, L.P., a Delaware limited partnership (“TPSIF”), Trian Partners Strategic Investment Fund-A, L.P., a Delaware limited partnership (“Strategic Fund-A”), Trian Partners Strategic Co-Investment Fund-A, L.P., a Delaware limited partnership (“Coinvest Fund-A”), Trian SPV (SUB) VI, L.P., a Cayman Islands limited partnership (“SPV VI”), Trian SPV (SUB) VI-A, L.P., a Cayman Islands limited partnership (“SPV VI-A”), Trian Fund Management, L.P., a Delaware limited partnership (“Trian Management”), and Trian Fund Management GP, LLC, a Delaware limited liability company (“Trian Management GP” and together with the foregoing, the “Trian Entities”), Nelson Peltz, a citizen of the United States of America, Peter W. May, a citizen of the United States of America, and Edward P. Garden, a citizen of the United States of America (the Trian Entities and Messrs. Peltz, May and Garden are sometimes hereinafter referred to collectively as the “Trian Group”). The principal business address and the address of the principal office of each member of the Trian Group is 280 Park Avenue, 41 st Floor, New York, New York 10017, except that the principal business address of Trian Offshore, Trian ERISA, SPV VI and SPV VI-A is Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, Grand Cayman, Cayman Islands, KY1-1103.

Trian Management GP is the general partner of Trian Management, which serves as the management company for Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A. Trian Management GP is controlled by Nelson Peltz, Peter W. May and Edward P. Garden, who therefore are in a position to determine the investment and voting decisions made by the Trian Entities.

Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A is primarily engaged in the business of investing in securities. Trian Management is primarily engaged in the business of serving as a management company for the Trian Entities and other funds, accounts and investment vehicles. Trian Management GP is primarily engaged in the business of serving as the general partner of Trian Management.

Nelson Peltz’s present principal occupation or employment is serving as Chief Executive Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A and other funds, accounts and investment vehicles managed by Trian Management. Peter W. May’s present principal occupation or employment is serving as President and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A and other funds, accounts and investment vehicles managed by Trian Management. Edward P. Garden’s present principal occupation or employment is serving as Chief Investment Officer and a founding partner of Trian Management and, as such, managing the investments of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A and other funds, accounts and investment vehicles managed by Trian Management.

This Schedule 13D is also being filed by California State Teachers’ Retirement System, a California Government Employee Benefit Plan (“CalSTRS,” along with the Trian Group are sometimes hereinafter referred to collectively as the “Reporting Persons”). The principal business of CalSTRS is to provide retirement related benefits and services to teachers in public schools and community colleges in California. The principal business address for CalSTRS is 100 Waterfront Place, MS 04, West Sacramento, CA 95605.

17

CalSTRS and the Trian Group are filing this Schedule 13D jointly due to CalSTRS’ investment in Coinvest Fund-A and CalSTRS beneficial ownership of the CalSTRS Shares (as defined in Item 5).

None of the Reporting Persons, nor any director, executive officer, general partner or controlling person of any of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been 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 a finding of any violation with respect to such laws.

Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or it contained herein, but is not responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Item 3. Source and Amount of Funds or Other Consideration

As of 4:00 p.m., New York City time, on May 8, 2012, the aggregate purchase price of the 14,283,769 Shares (not including those Shares underlying any Options) purchased by the Reporting Persons collectively was $582,195,322 (including commissions). In addition, as of such time and date, Trian Onshore, Trian Offshore and TPSIF beneficially owned, in the aggregate, an additional 7,601,637 Shares, which were acquired through a series of privately negotiated back-to-back call and put transactions with certain financial institutions (the “Options”) and as a result of which Trian Onshore, Trian Offshore and TPSIF are each subject to the same economic gain or loss as if they had purchased the underlying Shares. As of May 8, 2012, these Options had an aggregate strike price of $308,482,572 (See Schedule A hereto for additional detail on the Options). As set forth in Item 5, none of the other Reporting Persons directly own any Shares or Options. The source of funding for the purchase of the Shares was, and the source of funding for the purchase of any additional Shares and Options, the exercise of the Options or the purchase and/or exercise of any additional Options or other derivative securities related to the market price of the Shares acquired in the future is currently expected to be, the respective general working capital of the purchasers .

Item 4. Purpose of Transaction

The Trian Group acquired the Shares because they believe that the Shares are currently undervalued in the market place and represent an attractive investment opportunity. CalSTRS acquired the Shares pursuant to the exercise of discretion by external managers over accounts that they manage for CalSTRS and for purposes of an internally managed and held index fund. The Trian Group intends to meet and have conversations with members of the Board and senior management of the Issuer to discuss the Issuer’s business and strategies to enhance value for the Issuer’s shareholders. During these discussions, the Trian Group intends to communicate its view that while the Issuer has an attractive collection of businesses, total shareholder returns and profitability have lagged peers, and that there is an opportunity to enhance shareholder value by improving certain key financial, operational, compensation and corporate governance metrics and by considering various strategic alternatives, including a restructuring of its key business segments. The Trian Group also looks forward to working constructively with the Issuer on various initiatives, such as enhancing operating margins to levels comparable to those achieved in peer businesses, considering the use of prudent amounts of leverage to increase the size of the Issuer’s stock repurchase program and taking additional steps to better align management compensation with the Issuer’s performance in order to enhance shareholder value and improving the Issuer’s corporate governance profile, including through the addition of several new independent directors to the Issuer’s Board of Directors.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, results and strategic direction, price levels of the Shares, the Issuer’s response to the matters to be discussed with the Reporting Persons, actions taken by management and the Board of Directors of the Issuer, other investment opportunities available to the Reporting Persons, conditions in the securities and capital markets, and general economic

18

and industry conditions, the Reporting Persons may, from time to time and at any time, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, but not limited to: communicating with management, the Board, other stockholders, industry participants and other interested or relevant parties about the Issuer and about various other matters, including the operations, business, strategic plans, assets and capital structure of the Issuer or one or more of the other items described in subparagraphs (a)-(j) of Item 4 of Schedule 13D; requesting or proposing one or more nominees for election or appointment to the Board of Directors of the Issuer; purchasing additional securities of the Issuer in the open market or otherwise; entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic exposure with respect to their investment in the Issuer; and/or engaging in any hedging or similar transactions with respect to such holdings. The Reporting Persons reserve the right to sell some or all of the Reporting Persons’ respective holdings in the Issuer in the open market or otherwise, at any time and from time to time, and/or to otherwise change their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) –(j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

Item 5. Interest in Securities of the Issuer

(a) As of 4:00 pm, New York City time, on May 8, 2012, the Reporting Persons beneficially owned, in the aggregate, 21,885,406 Shares, representing approximately 7.33% of the Issuer’s outstanding Shares (calculated based on 298,724,314 Ordinary Shares outstanding as of April 13, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (the “Form 10-Q”)). Such Shares include an aggregate of 14,283,769 Shares beneficially owned by the Reporting Persons through direct ownership of the Shares representing approximately 4.78% of the Issuer’s outstanding Shares, and an additional 7,601,637 Shares underlying the Options that are held by Trian Onshore, Trian Offshore and TPSIF representing approximately 2.54% of the Issuer’s outstanding Shares.

(b) Each of Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A beneficially and directly owns and has sole voting power and sole dispositive power with regard to: 2,298,601; 6,670,589; 335,832; 199,908; 2,958,664; 1,268,711; 1,178,550; 1,460,000; and 4,701,450 Shares (including the Shares underlying the Options), respectively, except to the extent that other Reporting Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares (including Shares underlying the Options) that Trian Onshore, Trian Offshore, Parallel Fund I, Trian ERISA, TPSIF, Strategic Fund-A, Coinvest Fund-A, SPV VI and SPV VI-A directly and beneficially own. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.

CalSTRS has the sole power to vote or direct the vote of 813,101 Shares (the “CalSTRS Shares”) and the sole power to dispose of or direct the disposition of 555,343 of the CalSTRS Shares. With respect to the other 257,758 CalSTRS Shares, the power to dispose or to direct the disposition of such Shares is shared with certain of its external managers, as follows: (i) 222,884 CalSTRS Shares with BlackRock Institutional Trust Company, N.A, and (ii) 34,874 CalSTRS Shares with State Street Bank and Trust Company.

CalSTRS has been informed by BlackRock Institutional Trust Company, N.A. (“BlackRock”) that its principal business is to provide diversified investment management and securities lending services to institutional clients, intermediary and individual investors through various investment vehicles and that its business address is 400 Howard Street, San Francisco, CA 94105. In addition, BlackRock has further

19

informed CalSTRS that on March 8, 2012, BlackRock entered into an Offer of Settlement (the "Agreement") with the Commodity Futures Trading Commission (“CFTC”) and consented to the entry of an Order, which makes findings and imposes remedial sanctions against BlackRock. Without admitting or denying wrongdoing, BlackRock agreed to the imposition of a $250,000 penalty and the entry of the Order to resolve allegations by the CFTC that two trades by BlackRock violated Section 4c(a)(1) of the Commodity Exchange Act and CFTC Regulation 1.38(a). Blackrock also agreed to refrain from any further violations of the above-mentioned statutory provisions. The CFTC did not allege, nor find, that any clients of BlackRock or any related affiliate were harmed in any way. Other than the Agreement, during the last five years, BlackRock has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the 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.

CalSTRS has been informed by State Street Bank and Trust Company (“State Street”) that its principal business is to provide a broad range of financial products and services to institutional investors worldwide, including its transition management services. Its principal business address is 1 Lincoln Street, Boston, MA 02111. CalSTRS has been further informed by State Street Bank and Trust Company that on February 4, 2010, the U.S. Securities and Exchange Commission (“SEC”) issued an administrative order in which it ordered State Street to cease and desist from committing or causing any violations, and any future violations of Section 17(a)(2) and Section 17(a)(3) of the Securities Act of 1933. The order was entered in connection with the resolution of the SEC’s investigation into losses incurred by and disclosures made around certain active fixed-income strategies managed by State Street Global Advisors (SSgA) during 2007 and earlier periods. In reaching these settlements, State Street neither admitted nor denied the allegations made by the SEC. Other than the Order, during the last five years, State Street Bank and Trust Company has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the 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 Trian Group does not have the right to vote or dispose of any of the CalSTRS Shares, nor is any member of the Trian Group a party to any contracts, arrangements or understandings with respect to such Shares. As a result, each member of the Trian Group disclaims beneficial ownership of the CalSTRS Shares for all purposes.

(c) Schedule A hereto (which is incorporated by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of the transactions effected through 4:00 pm, New York City time, on May 8, 2012.

(d) No person other than the Trian Group 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 beneficially owned by the Trian Group. Except with respect to the 257,758 CalSTRS Shares it beneficially owned in accounts managed by external managers as disclosed in (b) above, 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 beneficially owned by CalSTRS.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

In addition to the Options referenced in Item 3 above, the Reporting Persons may from time to time enter into and dispose of additional Options or other similar derivative transactions with one or more counterparties that are based upon the value of the Shares, which transactions could be significant in amount. The profit, loss and/or return on such additional contracts may be wholly or partially dependent on the market value of the Shares, relative value of the Shares in comparison to one or more other financial

20

instruments, indexes or securities, a basket or group of securities in which the Shares may be included or a combination of any of the foregoing.

Trian Partners SPV VI GP, L.P. (“Trian SPV VI GP”) is the Managing General Partner and Trian Partners Cayman, Ltd. is the Administrative General Partner of SPV VI pursuant to the Third Amended and Restated Limited Partnership Agreement of Trian SPV (SUB) VI, L.P., dated March 29, 2012 (the “Trian SPV VI Partnership Agreement”). The sole Limited Partner is Trian SPV VI, L.P. Pursuant to the Trian SPV VI Partnership Agreement, Trian SPV VI GP is entitled to a portion of the appreciation in the value of the Shares. The foregoing description of the Trian SPV VI Partnership Agreement is a summary only and is qualified in its entirety by reference to the Trian SPV VI Partnership Agreement, which is filed as Exhibit 2 hereto and incorporated herein by reference.

Trian Partners SPV VI-A GP, L.P. (“Trian SPV VI-A GP”) is the Managing General Partner and Trian Partners Cayman, Ltd. is the Administrative General Partner of SPV VI-A pursuant to the Amended and Restated Limited Partnership Agreement of Trian SPV (SUB) VI-A, L.P., dated April 30,2012 (the “Trian SPV VI-A Partnership Agreement”). The sole Limited Partner is Trian SPV VI-A, L.P. Pursuant to the Trian SPV VI-A Partnership Agreement, Trian SPV VI-A GP is entitled to a portion of the appreciation in the value of the Shares. The foregoing description of the Trian SPV VI-A Partnership Agreement is a summary only and is qualified in its entirety by reference to the Trian SPV VI-A Partnership Agreement, which is filed as Exhibit 3 hereto and incorporated herein by reference.

Except as described herein (including, without limitation, Items 3 and 4 above, which are incorporated by reference in this Item 6 as if restated in full herein), none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

1. Joint Filing Agreement of the Reporting Persons.
2. The Third Amended and Restated Limited Partnership Agreement of Trian
SPV (SUB) VI, L.P., dated March 29, 2012.
  1. Amended and Restated Limited Partnership Agreement of Trian SPV (SUB) VI-A, L.P., dated April 30, 2012.

[INTENTIONALLY LEFT BLANK]

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 8, 2012

| TRIAN FUND MANAGEMENT, L.P. By: Trian Fund Management
GP, LLC, its general
partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| --- |
| TRIAN FUND MANAGEMENT GP, LLC By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| TRIAN
PARTNERS, L.P. By: Trian
Partners GP, L.P., its general partner By:
Trian Partners General Partner, LLC, its
general partner By: /s/
EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| TRIAN
PARTNERS MASTER FUND, L.P. By: Trian
Partners GP, L.P., its general partner By:
Trian Partners General Partner, LLC, its
general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| TRIAN PARTNERS MASTER FUND (ERISA), L.P. By: Trian Partners (ERISA) GP, L.P., its general partner By: Trian Partners (ERISA) General Partner, LLC, its general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |

22

| TRIAN
PARTNERS PARALLEL FUND I, L.P. By: Trian
Partners Parallel Fund I General
Partner, LLC, its general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| --- |
| TRIAN
SPV (SUB) VI, L.P. By: Trian
Partners SPV VI GP, L.P., its general partner By: Trian
Partners SPV VI General Partner, LLC, its general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| TRIAN
SPV (SUB) VI-A, L.P. By: Trian
Partners SPV VI-A GP, L.P., its general partner By: Trian
Partners SPV VI-A General Partner, LLC, its general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| TRIAN PARTNERS STRATEGIC
INVESTMENT FUND-A, L.P. By: Trian Partners Strategic
Investment Fund-A GP, L.P., its general partner By: Trian Partners Strategic
Investment Fund-A General Partner LLC., its general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |

23

TRIAN PARTNERS STRATEGIC CO-INVESTMENT FUND–A, L.P. By: Trian Partners Strategic Co-Investment Fund-A GP, L.P. its general partner By: Trian Partners Strategic Co-Investment Fund-A General Partner, LLC., its general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member

| TRIAN PARTNERS STRATEGIC
INVESTMENT FUND, L.P. By: Trian
Partners Strategic Investment Fund
GP, L.P., its general partner By:
Trian Partners Strategic Investment Fund
General Partner, LLC, its
general partner By: /s/ EDWARD P.GARDEN Name: Edward P. Garden Title: Member |
| --- |
| /s/ NELSON PELTZ NELSON PELTZ |
| /s/ PETER W. MAY PETER W. MAY |
| /s/ EDWARD P. GARDEN EDWARD P. GARDEN |

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM By: /s/ DEBRA SMITH_______ Name: Debra M. Smith Title: Director of Investment Operations

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Schedule A

The following table sets forth all transactions with respect to the Shares affected during the past 60 days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 8, 2012. Except as otherwise noted, all such transactions in the table were effected in the open market, and the table includes commissions paid in per share prices.

Name Date Shares Price Type
Trian Partners Master Fund, L.P. 3/9/2012 206,259 39.3749 Purchase*
Trian Partners Master Fund, L.P. 3/12/2012 157,140 39.8961 Purchase*
Trian Partners Master Fund, L.P. 3/13/2012 191,817 40.4264 Purchase*
Trian Partners Master Fund, L.P. 3/14/2012 246,822 40.0782 Purchase*
Trian Partners Master Fund, L.P. 3/15/2012 108,430 40.5245 Purchase*
Trian Partners Master Fund, L.P. 3/16/2012 197,458 41.1672 Purchase*
Trian Partners Master Fund, L.P. 3/19/2012 209,612 40.8710 Purchase*
Trian Partners Master Fund, L.P. 3/20/2012 212,223 40.4711 Purchase*
Trian Partners Master Fund, L.P. 3/21/2012 218,095 40.6394 Purchase*
Trian Partners Master Fund, L.P. 3/22/2012 242,358 40.3483 Purchase*
Trian Partners Master Fund, L.P. 3/23/2012 226,324 40.2922 Purchase*
Trian Partners Master Fund, L.P. 3/26/2012 94,807 41.3495 Purchase*
Trian Partners Master Fund, L.P. 3/27/2012 12,269 41.5142 Purchase*
Trian Partners Master Fund, L.P. 3/28/2012 240,407 40.8645 Purchase*
Trian Partners Master Fund, L.P. 3/29/2012 152,554 40.8249 Purchase*
Trian Partners Master Fund, L.P. 3/30/2012 294,065 41.3879 Purchase*
Trian Partners Master Fund, L.P. 4/27/2012 162,059 42.1484 Purchase#
Trian Partners Master Fund, L.P. 5/4/2012 144,674 42.0472 Purchase#
Trian Partners Master Fund, L.P. 5/7/2012 346,736 42.5189 Purchase#
Trian Partners Master Fund (ERISA), L.P. 3/9/2012 6,293 39.3749 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/12/2012 4,794 39.8961 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/13/2012 5,852 40.4264 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/14/2012 7,530 40.0782 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/15/2012 3,308 40.5245 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/16/2012 6,024 41.1672 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/19/2012 6,395 40.8710 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/20/2012 6,474 40.4711 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/21/2012 6,658 40.6394 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/22/2012 7,399 40.3483 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/23/2012 6,909 40.2922 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/26/2012 2,894 41.3495 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/27/2012 375 41.5142 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/28/2012 7,342 40.8645 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/29/2012 4,659 40.8249 Purchase
Trian Partners Master Fund (ERISA), L.P. 3/30/2012 8,980 41.3879 Purchase
Trian Partners Master Fund (ERISA), L.P. 4/27/2012 1,827 42.1484 Purchase
Trian Partners Master Fund (ERISA), L.P. 5/4/2012 4,216 42.0472 Purchase
Trian Partners Master Fund (ERISA), L.P. 5/7/2012 10,105 42.5189 Purchase
Trian Partners Strategic Investment Fund, L.P. 3/9/2012 86,491 39.3749 Purchase
Trian Partners Strategic Investment Fund, L.P. 3/12/2012 65,894 39.8961 Purchase

25

Trian Partners Strategic Investment Fund, L.P. 3/13/2012 80,435 40.4264 Purchase
Trian Partners Strategic Investment Fund, L.P. 3/14/2012 103,500 40.0782 Purchase
Trian Partners Strategic Investment Fund, L.P. 3/15/2012 45,468 40.5245 Purchase
Trian Partners Strategic Investment Fund, L.P. 3/16/2012 82,800 41.1672 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/19/2012 87,897 40.8710 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/20/2012 88,992 40.4711 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/21/2012 92,071 40.6394 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/22/2012 102,314 40.3483 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/23/2012 95,544 40.2922 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/26/2012 40,024 41.3495 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/27/2012 5,179 41.5142 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/28/2012 108,201 40.8645 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/29/2012 68,661 40.8249 Purchase*
Trian Partners Strategic Investment Fund, L.P. 3/30/2012 132,351 41.3879 Purchase*
Trian Partners Strategic Investment Fund, L.P. 5/4/2012 65,874 42.0472 Purchase#
Trian Partners Strategic Investment Fund, L.P. 5/7/2012 169,073 42.5189 Purchase#
Trian Partners, L.P. 3/9/2012 72,208 39.3749 Purchase
Trian Partners, L.P. 3/12/2012 55,011 39.8961 Purchase
Trian Partners, L.P. 3/13/2012 67,150 40.4264 Purchase
Trian Partners, L.P. 3/14/2012 86,407 40.0782 Purchase
Trian Partners, L.P. 3/15/2012 37,959 40.5245 Purchase
Trian Partners, L.P. 3/16/2012 69,126 41.1672 Purchase
Trian Partners, L.P. 3/19/2012 73,379 40.8710 Purchase
Trian Partners, L.P. 3/20/2012 74,295 40.4711 Purchase
Trian Partners, L.P. 3/21/2012 76,383 40.6394 Purchase
Trian Partners, L.P. 3/22/2012 84,880 40.3483 Purchase
Trian Partners, L.P. 3/23/2012 79,264 40.2922 Purchase*
Trian Partners, L.P. 3/26/2012 33,204 41.3495 Purchase*
Trian Partners, L.P. 3/27/2012 4,297 41.5142 Purchase*
Trian Partners, L.P. 3/28/2012 84,212 40.8645 Purchase*
Trian Partners, L.P. 3/29/2012 53,438 40.8249 Purchase*
Trian Partners, L.P. 3/30/2012 103,008 41.3879 Purchase*
Trian Partners, L.P. 4/27/2012 21,542 42.1484 Purchase#
Trian Partners, L.P. 5/4/2012 49,838 42.0472 Purchase#
Trian Partners, L.P. 5/7/2012 119,446 42.5189 Purchase#
Trian Partners Strategic Investment Fund-A, L.P. 3/9/2012 36,019 39.3749 Purchase

26

Trian Partners Strategic Investment Fund-A, L.P. 3/12/2012 27,442 39.8961 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/13/2012 33,497 40.4264 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/14/2012 43,103 40.0782 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/15/2012 18,935 40.5245 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/16/2012 34,482 41.1672 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/19/2012 36,605 40.8710 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/20/2012 37,061 40.4711 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/21/2012 45,558 40.6394 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/22/2012 50,627 40.3483 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/23/2012 47,277 40.2922 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/26/2012 19,805 41.3495 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/27/2012 2,562 41.5142 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/28/2012 47,510 40.8645 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/29/2012 30,148 40.8249 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 3/30/2012 58,115 41.3879 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 5/4/2012 28,274 42.0472 Purchase
Trian Partners Strategic Investment Fund-A, L.P. 5/7/2012 72,567 42.5189 Purchase
Trian Partners Parallel Fund I, L.P. 3/9/2012 10,561 39.3749 Purchase
Trian Partners Parallel Fund I, L.P. 3/12/2012 8,046 39.8961 Purchase
Trian Partners Parallel Fund I, L.P. 3/13/2012 9,822 40.4264 Purchase
Trian Partners Parallel Fund I, L.P. 3/14/2012 12,638 40.0782 Purchase
Trian Partners Parallel Fund I, L.P. 3/15/2012 5,552 40.5245 Purchase
Trian Partners Parallel Fund I, L.P. 3/16/2012 10,110 41.1672 Purchase
Trian Partners Parallel Fund I, L.P. 3/19/2012 10,733 40.8710 Purchase
Trian Partners Parallel Fund I, L.P. 3/20/2012 10,866 40.4711 Purchase
Trian Partners Parallel Fund I, L.P. 3/21/2012 11,178 40.6394 Purchase
Trian Partners Parallel Fund I, L.P. 3/22/2012 12,422 40.3483 Purchase
Trian Partners Parallel Fund I, L.P. 3/23/2012 11,600 40.2922 Purchase
Trian Partners Parallel Fund I, L.P. 3/26/2012 4,859 41.3495 Purchase
Trian Partners Parallel Fund I, L.P. 3/27/2012 629 41.5142 Purchase
Trian Partners Parallel Fund I, L.P. 3/28/2012 12,328 40.8645 Purchase
Trian Partners Parallel Fund I, L.P. 3/29/2012 7,823 40.8249 Purchase
Trian Partners Parallel Fund I, L.P. 3/30/2012 15,079 41.3879 Purchase
Trian Partners Parallel Fund I, L.P. 4/27/2012 3,075 42.1484 Purchase
Trian Partners Parallel Fund I, L.P. 5/4/2012 7,124 42.0472 Purchase
Trian Partners Parallel Fund I, L.P. 5/7/2012 17,073 42.5189 Purchase

27

Trian Partners SPV (SUB) VI, L.P. 4/4/2012 385,000 41.0556 Purchase
Trian Partners SPV (SUB) VI, L.P. 4/5/2012 700,000 40.9986 Purchase
Trian Partners SPV (SUB) VI, L.P. 4/9/2012 300,000 39.999 Purchase
Trian Partners SPV (SUB) VI, L.P. 4/10/2012 75,000 39.3571 Purchase
Trian Partners SPV (SUB) VI-A, L.P. 4/30/2012 740,000 42.6725 Purchase
Trian Partners SPV (SUB) VI-A, L.P. 5/1/2012 1,010,554 43.2187 Purchase
Trian Partners SPV (SUB) VI-A, L.P. 5/2/2012 1,080,043 42.5658 Purchase
Trian Partners SPV (SUB) VI-A, L.P. 5/3/2012 1,239,354 42.1656 Purchase
Trian Partners SPV (SUB) VI-A, L.P. 5/4/2012 631,499 41.8128 Purchase
Trian Partners Strategic Co-Investment Fund-A, L.P. 5/1/2012 299,746 43.2187 Purchase
Trian Partners Strategic Co-Investment Fund-A, L.P. 5/2/2012 320,357 42.5658 Purchase
Trian Partners Strategic Co-Investment Fund-A, L.P. 5/3/2012 369,946 42.1656 Purchase
Trian Partners Strategic Co-Investment Fund-A, L.P. 5/4/2012 188,501 41.8128 Purchase
California State Teachers’ Retirement System 03/13/2012 200 40.620 Purchase
California State Teachers’ Retirement System 03/13/2012 281 40.605 Purchase
California State Teachers’ Retirement System 03/15/2012 37,500 40.350 Purchase
California State Teachers’ Retirement System 03/15/2012 37,500 40.350 Sale
California State Teachers’ Retirement System 03/19/2012 35,843 40.769 Sale
California State Teachers’ Retirement System 03/20/2012 1,400 40.404 Sale
California State Teachers’ Retirement System 03/21/2012 257 40.658 Sale
California State Teachers’ Retirement System 03/26/2012 200 41.650 Purchase
California State Teachers’ Retirement System 03/28/2012 2,017 41.490 Sale
California State Teachers’ Retirement System 03/28/2012 200 40.820 Purchase
California State Teachers’ Retirement System 03/28/2012 2,017 41.490 Purchase
California State Teachers’ Retirement System 03/29/2012 3,883 40.901 Purchase
California State Teachers’ Retirement System 03/30/2012 1,800 41.350 Sale
California State Teachers’ Retirement System 04/05/2012 10,254 40.902 Sale
California State Teachers’ Retirement System 04/05/2012 5,900 41.210 Sale
California State Teachers’ Retirement System 04/05/2012 5,900 41.210 Purchase
California State Teachers’ Retirement System 04/11/2012 500 39.066 Purchase
California State Teachers’ Retirement System 04/12/2012 900 40.240 Purchase
California State Teachers’ Retirement System 04/25/2012 200 41.990 Purchase
California State Teachers’ Retirement System 04/26/2012 259 41.535 Purchase
California State Teachers’ Retirement System 04/30/2012 400 42.515 Purchase
California State Teachers’ Retirement System 05/03/2012 100 42.040 Purchase
California State Teachers’ Retirement System 05/07/2012 6,791 42.256 Sell
  • On the various dates set forth above, and as more fully described below, the named persons entered into a series of privately negotiated back-to-back call and put transactions (the “Options”) with Nomura International plc (the “Counterparty”) through which they acquired beneficial ownership of an aggregate of 6,522,395 Shares and as a result of which such named persons are subject to the same economic gain or loss as if they had purchased the underlying Shares. More specifically, these transactions represent call options pursuant to which, on or prior to earlier of (i) 2 years after the date of the last purchase under the applicable confirm and (ii) June 1, 2014 (the “Initial Expiration Date”), provided that such Initial Expiration date may be automatically extended for 2 years by the Counterparty

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unless the requisite prior notice not to extend is given (the “Exercise Date”), provided that the named person may acquire the number of Shares set forth above at the Price Per Share set forth above (the “Exercise Price”). These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the named person also sold a put option to the Counterparty for the same number of Shares pursuant to which, if on the Exercise Date the call options have not been exercised by the named person and the Exercise Price is greater than the closing price of the Shares on the Exercise Date (the “Closing Price”), the Counterparty may require the named person to, at such person’s election, either (i) pay the Counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of Shares set forth above or (ii) acquire from the Counterparty the number of Shares set forth above at the Exercise Price. As part of these transactions, each of the named persons pays the Counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus a spread. Until they are exercised, the Options do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the underlying Shares.

On the various dates set forth above, and as more fully described below, the named persons entered into a series of privately negotiated back-to-back call and put transactions (the “Options”) with Bank of America Merrill Lynch (the “Counterparty 2”) through which they acquired beneficial ownership of an aggregate of 1,079,242 Shares and as a result of which such named persons are subject to the same economic gain or loss as if they had purchased the underlying Shares. More specifically, these transactions represent call options pursuant to which, on or prior to October 31, 2013 (provided that such date may be automatically extended by the Counterparty for 18 months unless prior to October 31, 2013 the requisite prior notice not to extend is given, the “Exercise Date”), provided that the named person may acquire the number of Shares set forth above at the Price Per Share set forth above (the “Exercise Price”). These call options may be exercised at any time, in whole or in part, on or prior to the Exercise Date. Simultaneously with the purchase of each call option, the named person also sold a put option to the Counterparty for the same number of Shares pursuant to which, if on the Exercise Date the call options have not been exercised by the named person and the Exercise Price is greater than the closing price of the Shares on the Exercise Date (the “Closing Price”), the Counterparty may require the named person to, at such person’s election, either (i) pay the Counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of Shares set forth above or (ii) acquire from the Counterparty the number of Shares set forth above at the Exercise Price. As part of these transactions, each of the named persons pays the Counterparty a financing fee based on the number of days that the Options that it holds are outstanding, which fee is calculated using a monthly rate equal to one month LIBOR plus a spread. Until they are exercised, the Options do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the underlying Shares.

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