Exhibit

We have audited the accompanying financial statements of Starboard Value A LP, which comprise the statement of assets, liabilities and partners’ capital as of December 31, 2017 and December 31, 2016, and the related statements of income, changes in partners’ capital and cash flows for the years then ended, and the related notes to the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Starboard Value A LP at December 31, 2017 and December 31, 2016, and the results of its operations, the changes in partners’ capital and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements of Starboard Value A LP referred to above present fairly, in all material respects, the results of its operations, changes in its partners' capital and its cash flows for the year ended December 31, 2015 in accordance with accounting principles generally accepted in the United States of America.




		December 31,
		2017		2016
Assets
Cash and cash equivalents		$	77	$	1,176
Investments in Portfolio Funds, at fair value (cost 2017 - $1,708; 2016 - $1,441)		3,123		2,490
Receivable of Realized Incentive Allocation from Portfolio Funds		58,045		5,899
Receivable of Unrealized Incentive Allocation from Portfolio Funds		10,245		4,275
	Total assets	$	71,490	$	13,840

Liabilities and Partners' Capital
Liabilities
Capital distributions payable		$	54,549	$	5,604
	Total liabilities	$	54,549	$	5,604

Commitments and contingencies (Note 6)
Partners’ capital		16,941		8,236
	Total liabilities and Partners’ capital	$	71,490	$	13,840




		Year ended December 31,
		2017		2016		2015
Profit (loss)
Incentive Allocation Income (losses)		$	66,653	$	24,036	$	(19,246	)
	Total revenues	66,653		24,036		(19,246		)

Other income (loss)
Net gains (losses) from Investments in Portfolio Funds		366		302		(221		)
	Net income (loss)	$	67,019	$	24,338	$	(19,467	)



	General Partner			Limited Partners			Total
Balance at January 1, 2015	$	908		$	96,436		$	97,344
Capital Contributions	1			108			109
Capital Distributions	(535		)	(56,974		)	(57,509		)
Net Income (loss)	(181		)	(19,286		)	(19,467		)
Balance at December 31, 2015	193			20,284			20,477
Capital Contributions	1			62			63
Capital Distributions	(341		)	(36,301		)	(36,642		)
Net Income (loss)	227			24,111			24,338
Balance at December 31, 2016	80			8,156			8,236
Capital Contributions	3			249			252
Capital Distributions	(513		)	(58,053		)	(58,566		)
Net Income (loss)	609			66,410			67,019
Balance at December 31, 2017	$	179		$	16,762		$	16,941



		For the year ended December 31,
		2017			2016			2015
Cash flows from operating activities
Net income (loss)		$	67,019		$	24,338		$	(19,467	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Net (gains) losses from Investments in Portfolio Funds		(366		)	(302		)	221
(Increase)/decrease in operating assets and liabilities:
Receivable of Realized Incentive Allocation from Portfolio Funds		(52,146		)	(4,547		)	51,674
Receivable of Unrealized Incentive Allocation from Portfolio Funds		(5,970		)	11,212			25,098
	Net cash provided by operating activities	8,537			30,701			57,526

Cash flows from investing activities
Purchase of Portfolio Fund Investments		(402		)	(63		)	(109		)
Proceeds from Sale of Portfolio Fund Investments		135			1,300			—
	Net cash provided by (used in) investing activities	(267		)	1,237			(109		)

Cash flows from financing activities
Capital contributions		252			63			109
Capital distributions, net of change in capital distributions payable		(9,621		)	(31,038		)	(57,509		)
	Net cash used in financing activities	(9,369		)	(30,975		)	(57,400		)

	Net change in cash and cash equivalents	(1,099		)	963			17

Cash
Beginning of year		1,176			213			196
End of year		$	77		$	1,176		$	213


Supplemental schedule non-cash information
Redemption receivable for sale of Portfolio Fund Investments		$	—		$	—		$	430

Starboard Value A LP (the “Partnership”), a Delaware limited partnership, was formed on February 9, 2011 for the purpose of providing a full range of investment advisory and management services and acting as a general partner, investment advisor, or in similar capacity to clients. As of December 31, 2017 and 2016, funds which the Partnership acted as general partner and investment advisor, or in a similar capacity to clients consisted of Starboard Value and Opportunity Fund LP, Starboard Intermediate Fund, L.P., Starboard Leaders Fund LP, Starboard Leaders Select Fund LP, and other managed accounts (collectively the “Funds” or “Portfolio Funds”).

The general partner of the Partnership is Starboard Value A GP LLC, a Delaware limited liability company (the “General Partner”). The limited partners of the Partnership (the “Limited Partners”) are Starboard Principal Co A LP, a Delaware limited partnership (the “Principal Co”), and Ramius V&O Holdings LLC, a Delaware limited liability company (“Ramius”), which is a wholly-owned subsidiary of Cowen Inc. (“CGI”) (NASDAQ: COWN). Principal Co and Ramius are also the members of the General Partner.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are stated in U.S dollars. The following is a summary of the significant accounting policies followed by the Partnership:

In the ordinary course of business, the Partnership sponsors various entities that it has determined to be variable interest entities (“VIEs”). These VIEs are primarily funds for which the Partnership serves as the general partner and/or investment manager with decision-making rights. The Partnership would consolidate all entities that it controls through a majority voting interest or otherwise, including those funds that are limited partnerships in which the general partner has a controlling financial interest in accordance with guidance of Accounting Standard Codification (“ASC”) Subtopic 810-20, Control of Partnerships and Similar Entities and Accounting Standard Update (“ASU”) 2015-02, Amendments to Consolidation Analysis, which the Partnership elected to early adopt for the year ended December 31, 2016.

An entity is determined to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity's business, and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to (a) determine whether an entity in which the Partnership holds a variable interest is a VIE and (b) whether the Partnership’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., certain management and performance related fees), would give it a controlling financial interest. The Partnership does not consolidate any of these funds that are VIEs as it has concluded that it is not the primary beneficiary in each instance. Fund investors are entitled to all of the economics of these VIEs with the exception of the management fee and incentive allocation income, if any, earned by the Partnership or its affiliates. The Partnership’s involvement with the Funds is limited to providing investment management services in exchange for incentive allocation income.

Portfolio funds include interests in funds and investment companies managed by the Partnership. The Partnership elected the fair value option and follows US GAAP regarding fair value measurements and disclosures relating to investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent). The guidance permits, as a practical expedient, an entity holding investments in certain entities that either are investment companies as defined by the ASC 946, Financial Services Investment Companies, or have attributes similar to an investment company, and calculate NAV per share or its equivalent for which the fair value is not readily determinable, to measure the fair value of such investments on the basis of that NAV per share, or its equivalent, without adjustment. Generally, Starboard Value A LP generally holds investments in Portfolio Funds until the earlier of (a) realization of the investment, or (b) the dissolution/termination of the respective fund.

According to the offering documents of the respective Funds, the Funds shall pay the Partnership an incentive allocation as compensation for services performed by the Partnership. Incentive allocations earned are recognized on an accrual basis based on Fund performance during the period, subject to the achievement of minimum return levels, or high water marks, as set out in the respective Funds’ confidential offering memorandums or other governing documents. Realized incentive allocations are recognized when the incentive allocations are deemed distributable to the Partnership. Unrealized incentive allocations are calculated based on an assumed liquidation of the Funds’ ending capital on the reporting date.

Distribution of the net proceeds are made in accordance with the Funds’ income allocation provisions. Accrued and unpaid incentive allocation that is charged directly to investors in the Funds is recorded within realized incentive allocation receivable and unrealized incentive allocation receivable respectively, in the Statements of Assets, Liabilities and Partners’ Capital. Note that accrued but unrealized incentive allocations are not deemed distributable because they are not yet realized, as of the reporting date, and as such may be subject to reversal to the extent that the accrued amount exceeds future performance of the respective Funds. The Partnership may, at its discretion, waive or reduce the incentive allocation with respect to certain limited partners of the Funds.

Net gains (losses) on investments in Portfolio Funds represents the unrealized and realized gains and losses on the Partnership’s investments. Gains (losses) on investments in Portfolio Funds are realized when the Partnership redeems all or a portion of its investment or when the Partnership receives cash income, such as dividends or distributions, from its investments. Unrealized gains (losses) on investments in Portfolio Funds results from changes in the fair value of the investment.

The Partnership is not subject to U.S. Federal income tax and is generally not subject to state or local income taxes. Such taxes are the responsibility of the partners and accordingly no provision for income tax expense or benefit is reflected in the accompanying financial statements. The Partnership’s activities do not subject it to tax from other jurisdictions outside the United States and, accordingly, no provision for foreign taxes has been recorded in the accompanying financial statements.

more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. At December 31, 2017, there were no uncertain tax positions, interest, or related penalties assessed.

The preparation of these financial statements in conformity with US GAAP requires the Partnership to make estimates and assumptions that affect the fair value of investments and the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and the differences could be material.



		Fair Value as of December 31,
Investments	Strategy	2017		2016		Redemption Frequency and Commitments
		(dollars in thousands)
Starboard Value and Opportunity Fund LP	Activist	$	557	$	485	(a) (b)
Starboard Intermediate Fund, L.P.	Activist	1,656		1,447		(a) (b)
Starboard Leaders Fund LP	Activist	424		344		(c) (d)
Starboard Partners Fund LP	Non-Activist	—		35		(a) (d)
Other Managed Accounts	Activist	486		179		(c) (d)
		$	3,123	$	2,490

(c) As of December 31, 2017 and 2016, the Partnership had total commitments to Starboard Leaders Fund and Other Managed Accounts of $255 and $600, respectively, of which the Partnership has $0 and $400, respectively. These commitments can be called at any time, subject to advance notice.

The investment manager of the Portfolio Funds, Starboard Value LP, a related entity with the same limited partners as the Partnership, assumes all administrative expenses and costs of operations for the Partnership, as such the Partnership does not bear any direct expenses.

Pursuant to the terms of the Limited Partnership Agreement (the “Agreement”), the Partnership initially issued a total number of 1,000 profit units. One percent of these profit units were issued to the General Partner and ninety-nine percent of the profit units were issued to the Class A limited partners, Principal Co and Ramius. Class B and Class D partners are also entitled to distributions based on the Agreement, however they do not hold profit units.

Net income (losses) are allocated in proportion to the Class A limited partners ownership interests in the Partnership. However, incentive allocations are available for distribution first to Class B limited partners based on the terms as defined in the Agreement, then to Class D limited partners based on the allocation as defined in the Agreement, and thereafter, all remaining amounts are available for distribution to the Class A limited partners in proportion to their respective ownership interest in the Partnership, subject to certain priority distributions to Ramius as set forth in the Agreement.

In the normal course of business the Partnership enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Partnership that have not yet occurred. However, the Partnership expects the risk of loss to be remote.

The Partnership is subject to a variety of risks in the conduct of its operations. The Partnership is economically dependent on the performance of the Funds and its related parties as the source of its incentive allocation revenues and, accordingly, may be materially affected by the actions of and the various risks associated with such Funds and related parties. For instance, market risk, currency risk, credit risk, operational risk and liquidity risk.

Legal, tax and regulatory changes could occur during the term of the Partnership that may adversely affect the Partnership. The regulatory environment for investment funds is evolving, and changes in the regulation of investment funds may adversely affect the Partnership’s operations.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance requires revenue recognition of an amount the entity expects to receive in exchange for the transfer of promised goods or services to

customers. An entity is required to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, which deferred the effective date of the guidance of ASU 2014-09 by one year. In July 2017, the Securities Exchange Commission (“SEC”) staff announced that it would not object to a public business entity that otherwise would not meet the definition of a public business entity, except for the requirement to include its financial statements in another entity’s filings with the SEC, adopting ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”), for annual periods beginning after December 15, 2018. As the Partnership would qualify as this type of public business entity, the General Partner elected to adopt ASC Topic 606 for annual periods beginning after December 15, 2018. The guidance may have a material impact on the Partnership’s financial statements, including significantly delaying the recognition of revenue associated with the incentive income that Partnership’s contracts provide for. The Partnership is currently evaluating the accounting, transition and disclosure requirements of the ASC Topic 606 and cannot currently estimate the financial statement impact of adoption.

For the period January 1, 2018 through March 22, 2018, the Partnership made distributions of approximately $54.6 million to its partners, all of which were reflected as distributions payable at December 31, 2017. The Partnership has determined that no other material events or transactions occurred subsequent to December 31, 2017 and through March 22, 2018, the date the accompanying financial statements were available to be issued, which require additional adjustments or disclosures in the accompanying financial statements.



	Page(s)
Reports of Independent Auditors	3-4

Financial Statements
Statement of Assets, Liabilities and Partners’ Capital	5
Statement of Income	6
Statement of Changes in Partners’ Capital	7
Statement of Cash Flows	8
Notes to Financial Statements	9-13