10-Q: Quarterly report pursuant to Section 13 or 15(d)

1. Pursuant to the Corporation’s Third Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on December 17, 2013, the Corporation is authorized to issue 75,826,927 shares of Class B common stock, each with a par value of $0.01 per share (the “Class B Common Stock”).  All 75,826,927 shares of Class B Common Stock were issued.

2. 24,057,143 shares of Class B Common Stock have been repurchased by the Corporation and the Third Amended and Restated Certificate of Incorporation of the Corporation provides that such shares of Class B Common Stock may not be reissued by the Corporation.

3. The Board of Directors of the Corporation has adopted resolutions retiring the 24,057,143 shares of Class B Common Stock that have been repurchased by the Corporation.

4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement, the Third Amended and Restated Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 24,057,143 shares, such that the total number of authorized shares of the Corporation shall be 625,942,857 such shares consisting of 524,173,073 shares designated Class A Common Stock, 51,769,784 shares designated Class B Common Stock, and 50,000,000 shares designated Preferred Stock.