Unum Group — Major Shareholding Notification 2011

Oct 26, 2011

SC 13D/A 1 a11-28598_1sc13da.htm SC 13D/A

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

*Under the Securities Exchange Act of 1934 (Amendment No. 3)**

*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)

*October 24, 2011*

(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).

SEQ.=1,FOLIO='',FILE='C:\JMS\106200\11-28598-1\task4925103\28598-1-ba.htm',USER='106200',CD='Oct 27 02:12 2011'

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 14,729,419
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 14,729,419
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,729,419
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) 4.85%
14.	Type of Reporting Person (See Instructions) IA/HC/OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\106200\11-28598-1\task4925103\28598-1-ba.htm',USER='106200',CD='Oct 27 02:12 2011'

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 2,366,876
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 2,366,876
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,366,876
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) 0.78%
14.	Type of Reporting Person (See Instructions) PN

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\106200\11-28598-1\task4925103\28598-1-ba.htm',USER='106200',CD='Oct 27 02:12 2011'

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 34,018
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 34,018
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,018
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) 0.01%
14.	Type of Reporting Person (See Instructions) PN

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\106200\11-28598-1\task4925103\28598-1-ba.htm',USER='106200',CD='Oct 27 02:12 2011'

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 142,928
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 142,928
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 142,928
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) 0.05%
14.	Type of Reporting Person (See Instructions) PN

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\106200\11-28598-1\task4925103\28598-1-ba.htm',USER='106200',CD='Oct 27 02:12 2011'

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 929,703
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 929,703
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 929,703
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 0.31%
14.	Type of Reporting Person (See Instructions) PN

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\106200\11-28598-1\task4925103\28598-1-ba.htm',USER='106200',CD='Oct 27 02:12 2011'

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 694,946
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 694,946
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 694,946
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) 0.23%
14.	Type of Reporting Person (See Instructions) PN

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\106200\11-28598-1\task4925103\28598-1-ba.htm',USER='106200',CD='Oct 27 02:12 2011'

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 2,751,619
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 2,751,619
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,751,619
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) 0.91%
14.	Type of Reporting Person (See Instructions) PN

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

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 843,659
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 843,659
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 843,659
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) 0.28%
14.	Type of Reporting Person (See Instructions) PN

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

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 302,378
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 302,378
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 302,378
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) 0.10%
14.	Type of Reporting Person (See Instructions) PN

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

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 326,261
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 326,261
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 326,261
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

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

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 284,364
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 284,364
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 284,364
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) 0.09%
14.	Type of Reporting Person (See Instructions) PN

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XX, 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 275,753
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 275,753
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 275,753
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) 0.09%
14.	Type of Reporting Person (See Instructions) PN

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXII, 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 476,118
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 476,118
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 476,118
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) 0.16%
14.	Type of Reporting Person (See Instructions) PN

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XXIII, 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 363,816
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 363,816
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 363,816
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

15

SEQ.=1,FOLIO='15',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

2.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors Alpha Fund I, 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 759,791
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 759,791
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 759,791
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) 0.25%
14.	Type of Reporting Person (See Instructions) PN

16

SEQ.=1,FOLIO='16',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

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 14,729,419
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 14,729,419
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,729,419
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) 4.85%
14.	Type of Reporting Person (See Instructions) IN

17

SEQ.=1,FOLIO='17',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

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 14,729,419
	9.	Sole Dispositive Power -0-
	10.	Shared Dispositive Power 14,729,419
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,729,419
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) 4.85%
14.	Type of Reporting Person (See Instructions) IN

18

SEQ.=1,FOLIO='18',FILE='C:\JMS\105537\11-28598-1\task4925238\28598-1-bc.htm',USER='105537',CD='Oct 27 02:42 2011'

SET mrlNoTableShading Item 1. Security and Issuer

This Schedule 13D/A constitutes the third amendment (the “ Amendment ”) to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (“ SEC ”) on July 15, 2011 (the “ Statement ”) and amended by Amendments No. 1 and 2 filed by the Reporting Persons with the SEC on August 12, 2011 and September 2, 2011 (the “Amendments”) with respect to the common stock, $0.10 par value (the “ Shares ”) of Unum Group (the “Issuer” or the “ Company ”). The Issuer’s principal executive offices are located at 1 Fountain Square, Chattanooga, TN 37402. Except as amended by this Schedule 13D/A, the Statement remains in full force and effect.

Item 3. Source and Amount of Funds or Other Consideration

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

RILLC and the Managed Accounts purchased an aggregate of 4,177,189 Shares for a total consideration (including brokerage commissions) of $88.8 million derived from capital of RILLC and the Managed Accounts.

The Relational LPs purchased an aggregate of 10,552,230 Shares for total consideration (including brokerage commissions) of $234.8 million derived from the capital of the Relational LPs and margin borrowings from Credit Suisse Securities (USA) LLC (“CSSU”) for RFP, RCP, RH1, RI XX and RI XXIII.

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

19

SEQ.=1,FOLIO='19',FILE='C:\JMS\105537\11-28598-1\task4925247\28598-1-be.htm',USER='105537',CD='Oct 27 02:45 2011'

Item 5. Interest in Securities of the Issuer

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

(a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 14,729,419 Shares, constituting 4.85% of the outstanding Shares. The percentage of Shares owned is based upon 303,460,132 Shares outstanding on July 29, 2011, as set forth in the Issuer’s Form 10-Q for the quarter ended June 30, 2011. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	4,177,189	1.38 %	Sole
RILP	2,366,876	0.78 %	Sole
RFP	34,018	0.01 %	Sole
RCP	142,928	0.05 %	Sole
RH1	929,703	0.31 %	Sole
RH6	694,946	0.23 %	Sole
RI VIII	2,751,619	0.91 %	Sole
RI IX	843,659	0.28 %	Sole
RI X	302,378	0.10 %	Sole
RI XV	326,261	0.11 %	Sole
RI XVI	284,364	0.09 %	Sole
RI XX	275,753	0.09 %	Sole
RI XXII	476,118	0.16 %	Sole
RI XXIII	363,816	0.12 %	Sole
RIA 1	759,791	0.25 %	Sole

SET mrlNoTableShading RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 4,177,189 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 the 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 10,552,230 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.

20

SEQ.=1,FOLIO='20',FILE='C:\JMS\105537\11-28598-1\task4925247\28598-1-be.htm',USER='105537',CD='Oct 27 02:45 2011'

(b) See item (a) above.

(c) Except as set forth in Exhibit A to this Statement, none of the Reporting Persons has effected any transactions in the Shares during the past sixty days not previously reported.

(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) The Reporting Persons ceased to be the beneficial owner of more than 5 percent of the Shares on October 26, 2011.

SET mrlNoTableShading Item 7. Material to Be Filed as Exhibits

The following Exhibits are filed herewith:

SET mrlHTMLTableCenter SET mrlNoTableShading Exhibit A – Information concerning transactions in the Shares effected by the Reporting Persons in the last 60 days not previously reported.

21

SEQ.=1,FOLIO='21',FILE='C:\JMS\105537\11-28598-1\task4925247\28598-1-be.htm',USER='105537',CD='Oct 27 02:45 2011'

*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: October 26, 2011

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

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

	/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

22

SEQ.=1,FOLIO='22',FILE='C:\JMS\105537\11-28598-1\task4925247\28598-1-be.htm',USER='105537',CD='Oct 27 02:45 2011'