Unum Group — Major Shareholding Notification 2007

Mar 9, 2007

SC 13D 1 a07-7435_1sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

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

*Unum Group*

(Name of Issuer)

*Common Stock, $.10 par value*

(Title of Class of Securities)

*91529Y106*

(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)

*February 28, 2007*

(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).

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CUSIP No. 91529Y106 — 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 21,291,726
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 21,291,726
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 21,291,726
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) 6.21%
14.	Type of Reporting Person
(See Instructions) IA/HC/OO

2

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, L.P. — 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 3,312,906 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 3,312,906 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,312,906 | |
| 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) 0.97% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

3

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P. — 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 86,745 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 86,745 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 86,745 | |
| 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) 0.03% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

4

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P. — 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 195,001 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 195,001 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 195,001 | |
| 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) 0.06% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

5

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Partners, L.P. — 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 77,774 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 77,774 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 77,774 | |
| 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 | |

6

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P. — 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 2,302,495 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,302,495 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount Beneficially
Owned by Each Reporting Person 2,302,495 | |
| 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) 0.67% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

7

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 2, L.P. — 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 1,721,522 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,721,522 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,721,522 | |
| 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) 0.50% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

8

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 4, L.P. — 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 593,475 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 593,475 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 593,475 | |
| 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) 0.17% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

9

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P. — 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 410,197 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 410,197 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 410,197 | |
| 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) 0.12% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

10

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 7, L.P. — 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 193,982 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 193,982 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 193,982 | |
| 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) 0.06% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

11

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors III, L.P. — 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 127,757 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 127,757 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 127,757 | |
| 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) 0.04% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

12

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors VIII, L.P. — 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 3,209,234 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 3,209,234 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,209,234 | |
| 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) 0.94% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

13

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P. — 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 1,333,063 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,333,063 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,333,063 | |
| 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) 0.39% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

14

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors X, L.P. — 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 2,526,817 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,526,817 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,526,817 | |
| 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) 0.74% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

15

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XI, L.P. — 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 1,409,914 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,409,914 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,409,914 | |
| 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) 0.41% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

16

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P. — 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 486,278 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 486,278 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 486,278 | |
| 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 | |

17

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P. — 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 365,538 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 365,538 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 365,538 | |
| 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 | |

18

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth — 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 21,291,726 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 21,291,726 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 21,291,726 | |
| 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) 6.21% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

19

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| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder — 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 21,291,726 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 21,291,726 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 21,291,726 | |
| 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) 6.21% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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Item 1.	Security and Issuer
This statement on
Schedule 13D (this “ Statement ”)
relates to the common stock, $.10 par value (the “ Shares ”), of Unum Group, a Delaware corporation (the “ Issuer ” or the “ Company ”).
The Issuer’s principal executive offices are located at 1 Fountain Square,
Chattanooga, TN 37402.
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 ”), Relational Partners, L.P. (“ RP ”), RH Fund 1, L.P. (“ RH1 ”), RH Fund 2, L.P. (“ RH2 ”), RH Fund 4, L.P. (“ RH4 ”), RH Fund 6, L.P. (“ RH6 ”), RH Fund 7, L.P. (“ RH7 ”), Relational Investors III, L.P. (“ RI III ”), Relational Investors VIII, L.P.
(“ RI VIII ”), Relational Investors
IX, L.P. (“ RI IX ”), Relational
Investors X, L.P. (“ RI X ”),
Relational Investors XI, L.P. (“ RI XI ”),
Relational Investors XV, L.P. (“ RI XV ”)
and Relational Investors XVI, L.P. (“ RI XVI ”),
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 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.

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| Item 3. |
| --- |
| RILLC and the Managed
Accounts purchased an aggregate of 2,939,028 Shares for a total consideration
(including brokerage commissions) of $59.3 million derived from capital
of the Managed Accounts and margin borrowings from certain client margin
accounts at Credit Suisse Securities (USA) LLC (“ CSSU ”). |
| The Relational LPs
purchased an aggregate of 18,352,698 Shares for total consideration
(including brokerage commissions) of $369.7 million derived from the
capital of the Relational LPs and margin borrowings from CSSU for RFP, RCP,
RH1 and RH2. |
| 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 certain Managed Accounts and those held by RFP, RCP, RH1 and RH2 to
secure repayment of the margin borrowings described above. |

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| Item 4. |
| --- |
| As of the date of this Statement, except as set
forth below, none of the Reporting Persons has any present plan or intention
which 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 acquired the Shares covered by
this Statement because, in their opinion, such Shares are undervalued by the
market at the present time. The Reporting Persons believe that several major
factors have contributed to the Shares’ undervaluation and underperformance,
including the Company’s history of: (i) repeated, significant, one-time
reserve and settlement charges against reported earnings, (ii) poor operating
results and (iii) poor forecasting.
The Reporting Persons believe these deficiencies have deteriorated
management’s credibility with investors and caused investors to skeptically
view management’s turnaround plan. Recent meetings between representatives of the
Reporting Persons and the Company’s executive and operating management have
increased the Reporting Persons’ confidence that the Company can achieve its
2007 and 2008 performance targets. On
March 5, 2007 the Reporting Persons presented their views and concerns to a
subset of the Company’s board. At this
time, the Reporting Persons believe the board is well informed and properly
overseeing management and the strategic direction of the Company. Given, however, the Company’s historical performance
and the industry challenges facing the Company, which are compounded by the
Company’s size and product scope, the Reporting Persons believe the Company’s
board will have to consider broad strategic alternatives if the Company’s
2007-2008 performance targets are not met or if their achievement becomes
unlikely. The Reporting Persons intend to closely monitor the
management’s progress toward achieving the Company’s 2007-2008 performance
targets. Depending on such progress
(or lack thereof) the Reporting Persons may modify their plans. The Reporting Persons and their
representatives and advisers intend to continue from time to time to discuss
the Company and its performance with members of the Company’s board and
management. In addition, the Reporting
Persons and their representatives and advisers may communicate with other
shareholders, industry participants and other interested parties concerning
the Company. Although the Reporting
Persons do not have any current plans other than the monitoring and
communication program outlined above, the Reporting Persons may in the future
exercise any and all of their respective rights as shareholders 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 shareholders. 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. |

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| Item 5. |
| --- |
| (a) As
of the date of this Statement, the Reporting Persons beneficially owned in
the aggregate 21,291,726 Shares, constituting 6.21% of the outstanding
Shares. The percentage of Shares owned being based upon 342,656,811
Shares outstanding on February 23, 2007, as set forth in the Issuer’s Annual
Report on Form 10-K for the year ended December 31, 2006. 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	2,939,028	0.86 %	Sole
RILP	3,312,906	0.97 %	Sole
RFP	86,745	0.03 %	Sole
RCP	195,001	0.06 %	Sole
RP	77,774	0.02 %	Sole
RH1	2,302,495	0.67 %	Sole
RH2	1,721,522	0.50 %	Sole
RH4	593,475	0.17 %	Sole
RH6	410,197	0.12 %	Sole
RH7	193,982	0.06 %	Sole
RI III	127,757	0.04 %	Sole
RI VIII	3,209,234	0.94 %	Sole
RI IX	1,333,063	0.39 %	Sole
RI X	2,526,817	0.74 %	Sole
RI XI	1,409,914	0.41 %	Sole
RI XV	486,278	0.14 %	Sole
RI XVI	365,538	0.11 %	Sole

| RILLC, individually and in
its capacity as an investment adviser, may be deemed to possess direct
beneficial ownership of the 2,939,028 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 18,352,698 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. |

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| (b) See
item (a) above. | |
| --- | --- |
| (c) Information
concerning transactions in the Shares by the Reporting Persons during the
past 60 days is set forth in Exhibit A filed with this Statement. | |
| (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 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer |
| Except for the joint
filing agreement between and among the Reporting Persons attached as Exhibit
B hereto, and except for the investment discretion and voting authority
described in Item 2 and in the respective partnership agreements of the
Relational LPs which each contain provisions whereby RILLC may, after certain
adjustments, receive a percentage of realized or unrealized profits, if any,
derived from that partnership’s investments, to the best of the knowledge of
the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the Reporting Persons or between
the Reporting Persons and any other person with respect to any securities of
the Issuer, including but not limited to 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 loss, or the giving
or withholding of proxies. | |
| 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. Exhibit B – Joint Filing Agreement. |

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*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: March 9, 2007

RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. RH FUND 1, L.P. RH FUND 2, L.P. RH FUND 4, L.P. RH FUND 6, L.P. RH FUND 7, L.P. RELATIONAL INVESTORS III, L.P. RELATIONAL INVESTORS VIII, L.P. RELATIONAL INVESTORS IX, L.P. RELATIONAL INVESTORS X, L.P. RELATIONAL INVESTORS XI, L.P. RELATIONAL INVESTORS XV, L.P. RELATIONAL INVESTORS XVI, L.P.

| By: |
| --- |
| as general partner to each, except as the sole
managing member of the general partners of Relational Investors III, L.P. and
Relational Investors X, L.P. |

	/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

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*EXHIBIT INDEX*

Exhibit	Description
A.	Information concerning transactions in the Shares
affected by Reporting Persons in the last 60 days.
B.	Joint Filing Agreement

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