spin-offs post-bankruptcy equity value opportunities … · august 1, 2013 chris senyek, cfa, cpa...

MMAACCRROO RREESSEEAARRCCHH Accounting & Tax Policy Portfolio Strategy Quantitative Research

August 1, 2013

Chris Senyek, CFA, CPA (646) 845-0759

[email protected]

Adam Calingasan, CFA, CPA (646) 845-0757

[email protected]

Clinton Chang, CFA, CPA (646) 845-0756

[email protected]

Chip Miller, CFA, CPA (646) 845-0752

[email protected]

This report is limited solely for the use of clients of Wolfe Research. Please refer to the DISCLOSURE SECTION located at the end of this report for Analyst Certifications and Other Disclosures. For important disclosures, please go to www.WolfeResearch.com/Disclosures or write to us at Wolfe Research, 420 Lexington Ave., Suite 648, New York, NY 10170.

WolfeResearch.com of 221

SPIN-OFFS, POST-BANKRUPTCY EQUITY & VALUE OPPORTUNITIES Quarterly Guide to Investing in Special Situation Ideas

Investing in corporate action ideas has historically produced alpha and is an investment theme we are closely following in 2013. In this quarterly report, we analyze current investment opportunities in spin-offs, “stub” equity, REIT conversions, NOL companies, post-bankruptcy equity, 13D filings, busted IPO’s, net-net’s, thrift conversions, deep value ideas, dividend initiations, multiple share classes, CEO changes, and U.S. M&A activity. With shareholder activism on the rise, we include a new list of 13D filings.

Robust Spin-Off Backlog. There is a large backlog of over 25 U.S. spin-offs and 10 international spin-offs in the pipeline. In the near-term, we are relatively cautious on the corporate actions space overall as many situations have performed well over the past twelve months. Recently completed spins-offs include News Corp., Mallinckrodt, Zoetis, WhiteWave Foods, CST Brands, Starz, and AbbVie. Expected spin-offs over the next six months include SAIC (break-up of governments services and enterprise IT), Murphy Oil (Downstream business), Ingersoll Rand (Allegion security), and Time Warner Inc. (Time Inc. Publishing).

Top Ideas are E*TRADE and Visteon. We find embedded/hidden asset value opportunities at Visteon where actions are underway to unlock hidden value and the shares trade at a significant discount to the sum of the parts’ values. The stock market is ascribing a negative value to certain parts of these businesses. We believe E*TRADE is materially under-earning relative its long-term normalized earnings power and there is embedded value in the company’s $1.3 billion deferred tax asset. Higher interest rates (over time) and a new CEO are additional potential catalysts for E*TRADE shares.

ADT Update. Since its spin-off from Tyco, ADT shares have appreciated from $35 to~ $50 but have fallen back to $40. After reviewing our model (available upon request) and the company’s business prospects, we still find ADT to be an interesting investment opportunity over the long-term. Additional leveraged buybacks, acquisitions, and faster than anticipated ADT Pulse product penetration could provide additional upside to the current valuation.

Net-Nets, Deep Value, and NOLs. There are 16 companies with a net current asset value at least 40% of their current market capitalization. Our Graham and Dodd deep value screen finds 9 companies (5 large cap.) with an earnings yield at least 2x the Aaa corporate yield (currently 4.31%), a dividend yield at least 2/3rd of the Aaa corporate yield, and a total debt to tangible book value ratio less than 100%. Large capitalization companies include AAPL, MSFT, CVX, LYB, and FCX. We also find 26 companies with large NOLs and high net cash balances to their current market capitalization.

Post-Bankruptcy Equity Companies. Companies that have emerged from bankruptcy since 2011 include Ambac, Tribune, Reddy Ice, Dynegy, Lee Enterprises, Delphi Automotive, Capmark, Tronox, and Fairpoint Communications.

Dividend Actions. Dividend investing will continue to be a very important theme over the next few years given demographic changes. We use dividend actions as a signal for future stock price outperformance and our favorite strategies are 1%+ yielding dividend initiations and large dividend increases (30%+) with a 5%+ free cash flow yield. In this report, we highlight such companies as potential new investment ideas.

WolfeResearch.com of 221 Accounting & Tax Policy August 1, 2013

TTAABBLLEE OOFF CCOONNTTEENNTTSS

Portfolio Manager’s Summary: Spin‐Offs .............................................................................................................. 4 Portfolio Manager’s Summary: Spin‐Off Pipeline .................................................................................................. 5 Portfolio Manager’s Summary: Spin‐Offs Trading Valuations ............................................................................... 6 Portfolio Manager’s Summary: Best & Worst Spin‐Off Stocks ............................................................................ 10 Portfolio Manager’s Summary: Equity Stubs ....................................................................................................... 11 Portfolio Manager’s Summary: “Net‐Net” Companies ....................................................................................... 12 Portfolio Manager’s Summary: Deep Value Screen ............................................................................................ 13 Portfolio Manager’s Summary: Bank Thrift Conversions .................................................................................... 14 Portfolio Manager’s Summary: Best & Worst Post‐Bankruptcy Equity Stocks ................................................... 15 Portfolio Manager’s Summary: Post‐Bankruptcy Equity Companies .................................................................. 16 2013 Idea Update: E*TRADE ................................................................................................................................ 20 ADT Corporation Update ..................................................................................................................................... 22 Visteon (VC) Update: Wheels Set in Motion for Corporation Actions ................................................................ 27 Liberty Media (LMCA) Update: Unlocking Value But Fairly Valued ..................................................................... 38 REIT Conversions: Regulatory Risk Higher in 2013 .............................................................................................. 40 13D Filings ............................................................................................................................................................ 42 Spin‐Offs: Overview ............................................................................................................................................. 45 Spin‐Offs Returns Analysis: Summary.................................................................................................................. 46 Recently Completed Spin‐Offs ‐ U.S. ................................................................................................................... 48 Recently Completed Spin‐Offs ‐ International ..................................................................................................... 49 Robust Spin‐Off Backlog Creates Investment Opportunities .............................................................................. 50 Recent Spin‐Offs Trading Valuations ................................................................................................................... 53 Recent Spin‐Offs: Summary Balance Sheets ........................................................................................................ 57 Contrarians Take Note: Busted Spin‐Offs ............................................................................................................ 59 Busted Parent Companies After Spin‐Offs ........................................................................................................... 60 Spin‐Offs: Business Descriptions and Stock Charts ............................................................................................. 61 Equity Investments Held By Parent Companies ................................................................................................ 105 Post‐Bankruptcy Equity Companies ................................................................................................................... 111 Post‐Bankruptcy Equity: Business Descriptions and Stock Charts .................................................................... 115 Post‐Bankruptcy Equity: NOLs ........................................................................................................................... 136 “Busted” IPOs .................................................................................................................................................... 138 Bank Thrift Conversions ..................................................................................................................................... 140 Dividend Investing: Summary Of Empirical Evidence ........................................................................................ 143 2013 YTD Dividend Strategy Relative Share Price Returns ................................................................................ 144 Dividend Initiating Companies Meeting Yield And Valuation Criteria ............................................................... 145 Large Dividend Growth With More Capacity ..................................................................................................... 147 Contrarians Corner: Recent Initiation or Large Increase with 5%+ FCF Yield .................................................... 148 Recent Dividend Cuts: Our Most Contrarian Group of Companies ................................................................... 149 S&P 500 Companies That Do Not Pay a Dividend ............................................................................................. 155 Multiple Share Class Equities ............................................................................................................................. 158 Net‐Net Companies ........................................................................................................................................... 160 Deep Value Screen: Dividend, Earnings Yield, and Modest Debt ...................................................................... 161 NOL Companies: Hidden Value Ideas ................................................................................................................ 163 High NOL ($1B+ market cap.) Companies Outperformed in July and YTD ........................................................ 164 What are Our Top Tax Net Operating Loss Ideas?............................................................................................. 164 Companies with Large Tax NOLs ........................................................................................................................ 165 $1+ Billion Market Capitalization Companies with Large Tax NOLs .................................................................. 166 Less Than $1 Billion Market Cap. Companies with Large Tax NOLs .................................................................. 168


TTAABBLLEE OOFF CCOONNTTEENNTTSS ((CCOONNTTIINNUUEEDD))

High NOLs and Net Cash .................................................................................................................................... 170 Financial Companies with Large NOLs and Tax Credits ..................................................................................... 171 Historical M&A Volume & Currency .................................................................................................................. 173 M&A Trends: U.S. Foreign Company M&A at a Record .................................................................................... 174 Corporate Cash Balances Near Record Levels ................................................................................................... 175 U.S. M&A Volumes and Cash Balances .............................................................................................................. 176 Foreign Buyers of U.S. Companies ..................................................................................................................... 177 2012 and 2013 YTD Stock Transactions ............................................................................................................. 178 Pending Stock Transactions ............................................................................................................................... 179 M&A Acquirers Underperform .......................................................................................................................... 180 Historical LBO Deal Volume: Uptick in Recent Activity ...................................................................................... 181 2011‐2013 YTD LBOs .......................................................................................................................................... 182 CEO Changes ...................................................................................................................................................... 184 Spin‐Offs Returns Analysis: Summary................................................................................................................ 209 Size is Important: Higher Returns from Smaller Spin‐Offs ................................................................................ 211 Sector Appears Important ................................................................................................................................. 212 Excess Spin‐Off Performance Has Persisted in Recent Years, But Weakening? ................................................ 213 Parent Company Historically Outperformed in Months Prior to the Spin‐Off… ............................................... 216 Spin‐off Performance by Distribution Type: Avoid Carve‐Outs‐Spin‐Off Combos ............................................ 217 Acquisitions After Spin‐Offs Are Common ........................................................................................................ 218 Macro Research Library ..................................................................................................................................... 219 Disclosure Section .............................................................................................................................................. 221


PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: SSPPIINN‐‐OOFFFFSS

Spun-off companies provided an average historical total return of 19% and relative total return of 11% in the one-year period after the spin-off.

Parent companies performed well in the months leading up to the spin-off. Our historical analysis finds that the parent company share price outperformed its sector in the 1, 3, 6 and 9 month periods prior to the spin-off, on average. The investment strategy is to own the parent company 2 to 3 months prior to the spin-off and sell the parent company upon the spin-off. Parent company stocks have not historically performed well in the 1, 3, 6, and 9 months and 1, 3, and 5 year periods after the spin-off. While there were average positive returns on an absolute basis, there were marginally positive to negative average relative returns with low hit rates.

2012-2013 YTD Completed Spin-offs – U.S. Companies ($ in millions)

Current Spin‐off Parent Co.

Spin Co. to Date to Date

Spin‐Off Market Stock Parent Stock

Spun‐Off Company Ticker Date Cap. Return Parent Company Ticker Return

Straight Path Comm. STRP 8/1/13 70 0% IDT Corp IDT 0%

News Corp. NWSA 6/28/13 9,239 4% 21st Century Fox FOXA 4%

Mallinckrodt plc MNK 6/28/13 2,758 1% Covidien COV 8%

Zoetis (1) ZTS 6/22/13 15,020 ‐2% Pfizer PFE 4%

WhiteWave Foods (1) WWAV 5/24/13 3,252 1% Dean Foods DF 8%

New Residential Investment NRZ 5/15/13 956 2% Newcastle Investment Corp. NCT 4%

CST Brands CST 5/2/13 2,459 8% Valero Energy Corp. VLO ‐3%

Brookfield Property Partners BPY 4/15/13 1,670 ‐6% Brookfield Asset Management BAM.A‐CA 4%

Crimson Wine Group CWGL 2/26/13 219 13% Leucadia LUK 2%

Era Group ERA 1/31/13 491 20% Seacor Holdings CKH 24%

Starz STRZA 1/11/13 2,739 58% Liberty Media LMCA 31%

Abbvie ABBV 1/2/13 72,028 33% Abbott Labs ABT 16%

Altisource Residential RESI 12/24/12 484 8% Altisource Portfolio Solutions ASPS 42%

Altisource Asset Mgmt. Corp. AAMC 12/24/12 765 320% Altisource Portfolio Solutions ASPS 42%

Sears Canada TSX:SCC 11/14/12 1,278 24% Sears Holdings SHLD ‐22%

Comverse Inc. CNSI 11/1/12 694 8% Comverse Technology CMVT Acquired

Kraft Foods Group KRFT 10/2/12 33,671 28% Mondelez (f/k/a Kraft Foods) MDLZ 13%

ADT, Inc. ADT 10/1/12 8,815 9% Tyco International TYC 25%

Hyster Yale HY 10/1/12 1,090 70% Nacco Industries NC 52%

Engility Holdings EGL 7/18/12 551 84% L‐3 Communications LLL 35%

Alexander & Baldwin ALEX 7/2/12 1,902 75% Matson Navigation MATX 5%

DE Master Blenders ENXTAM:DE 6/28/12 9,744 47% Sara Lee (n/k/a Hillshire Brands) HSH 43%

Fiesta Restaurant Group FRGI 5/7/12 722 184% Carrols Restaurant Group TAST 65%

Phillips 66 PSX 5/1/12 36,207 92% ConocoPhillips COP 23%

Post Holdings POST 2/3/12 1,505 71% Ralcorp RAH Acquired

SunCoke Energy (1) SXC 1/18/12 1,119 23% Sunoco SUN Acquired

Rouse Properties RSE 1/13/12 1,024 95% General Growth Properties GGP 45%

Other

Phillips 66 Partners LP PSXP 7/23/13 2,237 36% Phillips 66 PSX ‐2%

NRG Yield NYLD 7/17/13 1,867 27% NRG NRG ‐5%

Kelt Exploration KEL‐CA 3/1/13 536 48% Exxon Mobil XOM 6%

Axiall (f/k/a Georgia Gulf) AXLL 1/29/13 3,055 ‐17% PPG Industries PPG 15%

MPLX MPLX 10/26/12 2,666 34% Marathon Petroleum MPC 33%

Sears Hometown & Outlets SHOS 10/12/12 1,006 42% Sears Holding SHLD ‐20%

Pentair / Tyco Flow Control (2) PNR 10/1/12 12,127 47% Tyco International TYC 25%

Liberty Ventures (3) LVNT.A 8/10/12 3,265 99% Liberty Interactive LINT.A 40%

ACCO Brands (2) ACCO 5/1/12 825 ‐39% MeadWestvaco MWV 35%

(1) Equity carve-out followed by spin-off of remaining interest; (2) Reverse Morris Trust (3) Tracking stock separation. Note: Spin company returns based on the later of the beginning of year or spin-off effective date YTD. Market data as of 7/29/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet.


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Below we list pending spin-offs. These transactions have been announced, but not yet completed. In some cases, the actual transaction structure may not yet be determined, but management has mentioned a spin-off as one of the potential options for divesting the business. Announced and Pending Spin-Offs & Other Transactions – U.S. Companies ($ in millions)

Announce

Date Parent Company

Parent

Ticker

Parent

Market

Cap.

Parent Co.

Sector Spin‐off Business

Form 10

/ S‐1

Filed? Expected Timing / Other Info

7/30/13 Occidental OXY 71,154 Energy Multiple alternantives ‐ TBD No Structure not determined

7/25/13 ONEOK OKE 10,680 Utilities ONE Gas Inc. No 'Q1 2014

7/23/13 DuPont DD 53,264 Materials Performance Chemicals No Structure not determined

7/10/13 Tribune Company TRBA.A 5,512 Cons. Disc. Publishing business No Separation of publishing and broadcasting

6/26/13 Patriot Transportation PATR 323 Industrials Transportation & Real Estate No Under consideration

6/17/13 Ashford Hosp.Trust AHT 929 Financials Ashford Hospitality Prime Yes 'Q3 2013 ‐ taxable distribution

6/10/13 Timken TKR 5,446 Industrials Steel business No Formed strategic review committee

5/23/13 Dover DOV 14,485 Industrials Knowles Corp. ‐ communication tech. No Early 2014

5/3/13 Oil States Int'l OIS 5,328 Energy Accommodations / REIT Conversion No Summer 2014

3/13/13 VMware/EMC NA NA Info. Tech. Pivotal Initiative ‐ big data cloud business No Jointly owned 69%/31% EMC/VMW ‐ future public co.

3/6/13 Time Warner Inc. TWX 57,860 Cons. Disc. Time Inc. Publishing No End of 2013

3/4/13 Hess Corporation HES 24,784 Energy Downstream: Retail, Energy Mkting & Trading No Form tbd. Part of broader co. restructuring. Likely 2014‐15

2/19/13 Illinois Tool Works ITW 32,409 Industrials Industrial packaging No Sale or spin not yet determined. Review to take until 2014

2/19/13 Demand Media DMD 580 Info. Tech. Domain services No Late 2013/2014

1/25/13 Compuware CPWR 2,412 Info. Tech. Covisint (enterprise cloud business) Yes <20% IPO 'H2 13; spin‐off of remainder within 12 months

1/16/13 CBS CBS 33,250 Cons. Disc. Outdoor Segment No REIT Conversion for Americas. Sale of Europe/Asia

12/11/12 Harvard Bioscience HBIO 164 Healthcare Harvard Apparatus Regenerative Tech. Yes 100% spin‐off confirmed (no IPO due to market conditions)

12/10/12 Ingersoll Rand IR 17,784 Industrials Comm'l & Resi. Security Business (Allegion) Yes End of 2013

11/15/12 Penn National Gaming PENN 3,851 Cons. Disc. Real estate assets (to convert to REIT status) Yes 'H2 2013 spin‐off date; 2014 REIT effective date

11/1/12 Marchex MCHX 230 Info. Tech. Archeo‐ domain marketplace Yes End of 2013

10/16/12 Murphy Oil Corp. MUR 12,854 Energy Downstream business: Murphy Oil USA Yes 'H2 2013

10/4/12 Tessera Technologies TSRA 1,078 Info. Tech. DigitalOptics No Unofficial. Incentivized CEO to pursue spin‐off

8/30/12 SAIC SAI 5,213 Info. Tech. Gov't technical services & Enterprise IT Yes 'H2 2013; Remaining co. to be called "Leidos"

8/1/12 United Online UNTD 737 Info. Tech. FTD floral business Yes Also exploring spin of Content & Media Comm. Biz

2/9/12 Cincinnati Bell CBB 722 Telecomm. CyrusOne (CONE) Yes Minority IPO / REIT Conversion. Future monetization TBD

1/27/12 Republic Airways RJET 656 Industrials Frontier Airlines No Sale or spin‐off not yet determined

1/5/12 Barnes & Noble BKS 1,028 Cons. Disc. Nook digital business No Preliminary review; founder to propose retail purchase

11/16/11 Chesapeake Energy CHK 14,948 Energy Oilfield services unit Yes <20% IPO planned

Other Separation Transactions

7/10/13 Caesar's Ent. CZR 2,112 Consumer DiCaesars Acquisition Co. Yes See below

6/6/13 Devon Energy DVN 22,284 Energy Pipeline Assets No See below

3/14/13 Centerpoint / OGE CNP/OGE NA Utilities Pipeline Assets No See below

3/5/13 Western Refining WNR 2,510 Energy Midstream assets No See below

1/7/13 QEP Resources QEP 5,380 Energy Midstream assets Yes See below

10/1/12 CVR Energy CVI 4,038 Energy Midstream assets Yes See below

12/5/11 Entergy ETR 12,402 Utilities Electric Transmission business No See below

WNR will contribute midstream assets to form an MLP. Minority IPO of MLP.

QEP will contribute midstream assets to form an MLP. Minority IPO of MLP to raise $300 ‐$400 million to be held in'Q3. 2013.

Non‐transferable subscription rights offering for $9.43 per share of Caesar's Acquisition Co. (Total value ~$1.2 billion)

MLP of midstream assets in Texas, Oklahoma, Wyoming. Registration statement to be filed 'Q3 2013.

CVR Refining, a wholly subsidiary of CVR Energy, will hold an IPO of common units representing limited partner interests.

Reverse Morris Trust transaction with ITC. ETR will spin‐off its electric transmission business which will then merge with ITC brands in a tax‐efficient transaction. Expected completion 2013.

Centerpoint, OGE and ArcLight contributed $11 billion in pipeline assets to form MLP. LP interests 59%/28%/13% CNP/OGE/Arclight. Future IPO.

Note: For the pending list above, distributions may be structured as straight spin-offs, split-offs, or spin/merge M&A transactions. Market data through and as of 7/30/2013.



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Below and on the next three pages are summary current trading valuations based on consensus EPS and EBITDA estimates, if available. Spun-off Companies: Current Trading Valuations & Financials

in $ millions except per share (unless

noted for foreign cos.) AbbVie ADT Alent (GBP)

Alexander

& Baldwin

AMC

Networks Axiall Corp.

Brookfield

Property

Partners (2)

Comverse

Inc.

Current Price per share 45.06 41.16 3.65 43.30 67.93 41.85 21.31 31.50Market Capitalization 72,202 8,808 1,024 1,881 4,948 3,067 1,668 698 Plus: Total Debt & NCI (1) 15,809 3,249 242 328 2,189 1,749 32,180 8

Less: Cash & ST Invesments 7,479 419 82 1 555 69 970 269

Equals: Enterprise Value 80,533 11,638 1,184 2,208 6,582 4,747 NM 438

Tangible Book Value (5,256) (1,671) (19) 921 (1,842) (559) 13,217 (154)

LTM Revenue 18,536 3,256 714 297 1,408 3,527 5,187 696

Gross Margin % 75.7 58.3 35.5 24.6 62.5 15.0 59.4 37.0

LTM EBITDA 7,852 1,371 111 NA 482 404 679 72

LTM EBITDA Margin % 42.4 42.1 15.6 NA 34.3 11.5 57.6 10.4 Net Income 5,360 408 45 23 155 82 1,467 28 Net Income Margin % 28.9 12.5 6.3 7.6 11.0 2.3 28.3 4.1

2013E Consensus EPS 3.12 1.76 0.26 0.53 3.29 4.15 NA 1.27 2014E Consensus EPS 3.23 1.99 0.29 0.72 3.87 4.88 NA 1.92

P/ 2013E Consensus EPS 14.4 23.4 14.0 81.7 20.6 10.1 NA 24.8 P/ 2014E Consensus EPS 14.0 20.7 12.6 60.1 17.6 8.6 NA 16.4

2013E EBITDA 7,430 1,687 113 97 570 726 679 422014E EBITDA 7,530 1,810 124 129 620 817 NA 72EV / 2013E EBITDA 10.8 6.9 10.5 22.8 11.6 6.5 2.5 10.5EV / 2014E EBITDA 10.7 6.4 9.6 17.1 10.6 5.8 NA 6.1

Dividend Yield 3.5% 1.2% 1.7% 0.4% NA 0.7% 4.8% NA

(1) Includes most recently available 10-K tax-effected pension underfunding as debt. NCI = Non-controlling interest. (2) Brookfield Property Partners LTM EBITDA represents company FFO. Amount in EV/ 2013E EBITDA row represents Market Cap / FFO multiple. Consensus EPS and EBITDA based on First Call or Standard & Poor’s, if available.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet. Market data as of 7/29/2013.


PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: SSPPIINN‐‐OOFFFFSS TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))

Spun-off Companies: Current Trading Valuations & Financials


noted for foreign cos.) CST Brands ERA Group Engility Exelis

Fiat

Industrial

(Euros)

Fortune

Brands

Home &

Security

Huntington

Ingalls Hyster‐Yale

Current Price per share 32.84 24.30 31.62 14.85 8.80 40.96 62.09 66.16Market Capitalization 2,463 491 562 2,781 10,752 6,829 3,120 1,089 Plus: Total Debt & NCI (1) 1,054 279 349 2,100 23,277 497 3,300 171

Less: Cash & ST Invesments 70 25 39 185 3,635 259 652 131

Equals: Enterprise Value 3,447 746 872 4,695 30,394 7,068 5,767 1,129

Tangible Book Value 1,295 421 (185) (1,320) 2,488 401 (716) 360

LTM Revenue 11,127 280 1,585 5,286 25,750 3,682 6,702 2,485

Gross Margin % 10.4 39.0 14.3 21.3 21.4 33.4 16.6 16.6

LTM EBITDA 443 78 132 691.0 3,527 322 542 143

LTM EBITDA Margin % 4.0 28.0 8.3 13.1 13.7 8.7 8.1 5.7 Net Income 217 19 181 304 771 144 157 101 Net Income Margin % 2.0 6.8 11.4 5.8 3.0 3.9 2.3 4.1

2013E Consensus EPS 2.09 NA 3.19 1.49 0.82 1.40 3.89 5.25 2014E Consensus EPS 2.29 NA 3.10 1.54 0.98 1.86 5.02 6.25

P/ 2013E Consensus EPS 15.7 NA 9.9 10.0 10.7 29.3 16.0 12.6 P/ 2014E Consensus EPS 14.3 NA 10.2 9.6 9.0 22.0 12.4 10.6

2013E EBITDA 393 78 137 596 2,906 472 608 1482014E EBITDA 429 NA 132 615 3,233 605 683 166EV / 2013E EBITDA 8.8 9.5 6.4 7.9 10.5 15.0 9.5 7.6EV / 2014E EBITDA 8.0 NA 6.6 7.6 9.4 11.7 8.4 6.8

Dividend Yield NA NA NA 2.8% 2.4% 1.0% 0.6% 1.5%

(1) Includes most recently available 10-K tax-effected pension underfunding as debt. NCI = Non-controlling interest. Consensus EPS and EBITDA based on First Call or Standard & Poor’s, if available.



PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: SSPPIINN‐‐OOFFFF TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))



noted for foreign cos.)

Kraft Foods

Group Mallinckrodt

Marathon

Petroleum

Marriott

Vacations

Worldwide

New

Residential

Investment News Corp.

Post

Holdings Phillips 66

Current Price per share 56.49 46.20 72.23 43.70 6.41 15.51 47.23 58.96Market Capitalization 33,629 2,705 23,953 1,558 1,683 9,234 1,517 38,208 Plus: Total Debt & NCI (1) 13,739 129 4,676 687 915 0 1,116 7,839

Less: Cash & ST Invesments 1,181 0 4,737 104 0 2,560 365 4,753

Equals: Enterprise Value 46,187 2,834 23,892 2,141 NM 6,674 2,267 41,294

Tangible Book Value (10,208) 1,168 11,070 1,190 767 7,662 (621) 17,273

LTM Revenue 18,432 2,119 79,575 1,337 57 9,140 974 161,734

Gross Margin % 32.0 46.6 9.9 45.8 NA NA 43.9 13.4

LTM EBITDA 3,425 389 6,399 207 NA 782 211 6,384

LTM EBITDA Margin % 18.6 18.4 8.0 15.5 NA 9.0 21.7 4.0 Net Income 1,615 113 3,518 52 52 (1,918) 39 4,895 Net Income Margin % 8.8 5.3 4.4 3.9 90.7 NM 4.0 3.0

2013E Consensus EPS 2.86 2.90 7.97 2.09 NA 0.54 1.04 7.33 2014E Consensus EPS 3.19 2.53 9.24 2.42 NA 0.50 1.26 6.96

P/ 2013E Consensus EPS 19.8 15.9 9.1 20.9 NA 28.7 45.4 8.0 P/ 2014E Consensus EPS 17.7 18.3 7.8 18.1 NA 31.0 37.5 8.5

2013E EBITDA 3,539 398 5,571 165 NA 931 212 8,1432014E EBITDA 3,849 372 6,123 187 NA 869 237 7,616EV / 2013E EBITDA 13.1 7.1 4.3 13.0 NA 7.2 10.7 5.1EV / 2014E EBITDA 12.0 7.6 3.9 11.5 NA 7.7 9.5 5.4

Dividend Yield 3.5% NA 2.3% NA 4.2% NA NA 2.0%




PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: SSPPIINN‐‐OOFFFFSS TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))




Sears

Hometown

& Outlets Starz

SunCoke

Energy

Treasury

Wine

Estates

($AUD) TripAdvisor

WhiteWave

Foods

WPX

Energy Xylem Zoetis

Current Price per share 43.22 22.79 15.90 4.90 73.29 18.79 19.07 28.46 30.09Market Capitalization 1,009 2,736 1,111 3,087 10,774 3,226 3,854 4,616 14,940 Plus: Total Debt & NCI (1) 49 982 949 232 385 810 1,695 1,451 3,664

Less: Cash & ST Invesments 27 18 307 22 396 57 112 375 468

Equals: Enterprise Value 1,031 3,700 1,753 3,297 10,763 3,979 5,437 5,691 18,136

Tangible Book Value 414 (358) 479 1,948 298 (297) 5,151 (133) (1,131)

LTM Revenue 2,434 1,625 1,873 1,668 859 2,346 2,940 3,745 4,379

Gross Margin % 25.0 45.0 17.0 32.7 98.3 35.4 43.8 39.3 64.2

LTM EBITDA 100 427 236 240 335 272.0 778 602 1,119

LTM EBITDA Margin % 4.1 26.3 12.6 14.4 39.0 11.6 26.5 16.1 25.6 Net Income 54 235 84 102 222 106 (296) 275 465 Net Income Margin % 2.2 14.4 4.5 6.1 25.9 4.5 (10.1) 7.3 10.6

2013E Consensus EPS NA 1.72 0.39 0.21 1.72 0.71 (0.70) 1.82 1.40 2014E Consensus EPS NA 1.82 0.59 0.24 2.24 0.84 (0.16) 2.08 1.62

P/ 2013E Consensus EPS NA 13.3 40.8 23.3 42.6 26.5 NM 15.6 21.5 P/ 2014E Consensus EPS NA 12.5 26.9 20.4 32.7 22.4 NM 13.7 18.6

2013E EBITDA 100 421 201 291 381 286 883 619 1,2362014E EBITDA NA 419 208 327 495 322 1,147 610 1,401EV / 2013E EBITDA 10.3 8.8 8.7 11.3 28.2 13.9 6.2 9.2 14.7EV / 2014E EBITDA NA 8.8 8.4 10.1 21.8 12.4 4.7 9.3 12.9

Dividend Yield NA NA NA 3.3% NA NA NA 1.9% 0.9%




PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: BBEESSTT && WWOORRSSTT SSPPIINN‐‐OOFFFF SSTTOOCCKKSS

Below we list the best and worst performing spin-off stocks since 2010. Best and Worst Performing Spin-off Stocks 2010-present

Current TotalSpin Co. ReturnMarket 2013E Spin-Off Since

Spun-Off Company Ticker Cap. PE Date Spin Parent CompanyFuriex FURX 482 NA 6/15/2010 413% Pharmaceutical Product DevelopmentAltisource Asset Management AAMC 755 NA 12/24/2012 303% Altisource Portfolio Solutions SAFortune Brands Home & Security FBHS 6,813 29.8 10/3/2011 236% Fortune Brands (n/k/a Beam Inc.)Madison Square Garden, Inc. MSG 4,570 36.6 2/9/2010 226% CablevisionHoward Hughes Corp. HHC 4,284 66.1 11/10/2010 194% General Growth PropertiesMarriott Vacations Worldwide VAC 1,550 21.1 11/21/2011 152% Marriott InternationalTripAdvisor TRIP 10,512 42.5 12/20/2011 142% ExpediaRouse Properties RSE 1,017 NA 1/13/2012 97% General Growth PropertiesPhillips 66 PSX 36,472 8.0 5/1/2012 83% ConocoPhillipsEngility Holdings EGL 544 9.9 7/18/2012 79% L-3 Communications

Xylem XYL 5,290 15.8 11/1/2011 8% ITT Corp.WPX Energy WPX 3,854 NA 12/30/2011 6% Williams Co.QEP Resources QEP 5,390 20.3 7/1/2010 3% Questar CorporationWhiteWave Foods (1) WWAV 3,263 27.1 5/24/2013 2% Dean FoodsNews Corp. NWSA 9,007 28.9 6/28/2013 2% 21st Century FoxMallinckrodt MNK 2,713 15.5 6/28/2013 2% CovidienZoetis (1) ZTS 15,050 21.7 6/24/2013 -1% PfizerNew Residential Investment NRZ 1,604 NA 5/15/2013 -2% Newcastle Investment Corp.Brookfield Property Partners BPY 1,712 NA 4/15/2013 -4% Brookfield Asset ManagementLone Pine Resources (1) LPR 43 NA 9/30/2011 -92% Forest Oil Corp.

Estimates based on consensus. Does not include spin-off companies that have subsequently been acquired or filed for bankruptcy. (1) IPO followed by spin. Market data through and as of 7/29/2013.



PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: EEQQUUIITTYY SSTTUUBBSS

Some companies own equity interests in other public companies which may be a hidden source of asset value. These are often referred to as “equity stubs”. As an example, Altria owns 27% of SABMiller. To unlock value, management may initiate a corporate action, such as selling the ownership stake, repurchasing the remaining equity not owned, or spinning off the business to shareholders. To assess materiality of the ownership stake to the overall parent company’s market capitalization, the last shaded column compares the current value of the equity owned to the parent company’s market capitalization. Equity Investments Held By Parent Companies (USD in Millions)

Company

Parent Market

Cap.(USD) Equity Investment/Subsidiary

Investee Market

Cap. (USD)

% of Total Shares

Owned by Parent

Fair Market Value of

Investment

Value Owned as a % of Parent Market Cap.

Total Equity Ownership Holdings

Value / Market Cap. (1)

Liberty Ventures (2) 3,141 TripAdvisor 10,574 22 2,326 74% 164%Liberty Ventures (2) 3,141 Expedia, Inc 6,419 17 1,091 35% 164%Liberty Ventures (2) 3,141 Time Warner Cable 33,999 2 680 22% 164%Liberty Ventures (2) 3,141 Time Warner Inc. 58,746 1 587 19% 164%Liberty Ventures (2) 3,141 Interval Leisure 1,244 29 361 11% 164%Rentech, Inc. 486 Rentech Nitrogen Partners, L.P. 1,193 60 714 147% 147%Porsche 25,564 Volkswagen 103,595 32 33,333 130% 130%Amkor Technology, Inc. 667 Vanguard International Semiconductor Corp. 1,641 40 664 100% 122%Amkor Technology, Inc. 667 Global UniChip Corp. 428 35 149 22% 122%Power Corporation of Canada 13,447 Power Financial Corporation 22,533 66 14,822 110% 110%NL Industries 536 Kronos Worldwide 1,877 30 560 104% 104%Liberty Media 17,376 Sirius 23,316 52 12,124 70% 104%Liberty Media 17,376 Charter Communications 12,819 27 3,461 20% 104%Liberty Media 17,376 Live Nation 3,209 27 867 5% 104%CVR Energy, Inc. 4,070 CVR Refining 4,280 76 3,245 80% 102%CVR Energy, Inc. 4,070 CVR Partners, LP 1,666 53 887 22% 102%Cogeco Inc. 765 Cogeco Cable Inc. 2,373 32 765 100% 100%ATCO Ltd. 4,931 Canadian Utilities Ltd. 9,155 53 4,868 99% 99%Telephone & Data Systems Inc. 2,896 United States Cellular Corporation 3,323 85 2,810 97% 97%Pargesa Holding SA 6,050 Groupe Bruxelles Lambert 11,278 50 5,639 93% 93%Loews Corp 17,912 CNA Financial 9,296 90 8,365 47% 92%Loews Corp 17,912 Diamond Offshore Drilling 9,445 50 4,760 27% 92%Loews Corp 17,912 Boardwalk Pipeline Partners 7,890 42 3,332 19% 92%Cheniere Energy, Inc. 6,222 Cheniere Energy Partners LP. 10,303 55 5,714 92% 92%News Corp 9,201 BSkyB 19,922 40 7,919 86% 86%PostNL 1,585 TNTExpress 4,434 30 1,321 83% 83%Grupo Mexico 24,013 Southern Copper Corp 23,725 81 19,209 80% 80%George Weston Limited 10,866 Loblaw Companies Limited 13,475 63 8,471 78% 78%News Corp. 9,201 Sky Deutschland AG 6,668 55 3,656 40% 77%News Corp. 9,201 REA Group Ltd. 3,950 62 2,433 26% 77%News Corp. 9,201 Sky Network Television 1,694 44 739 8% 77%Wynn Resorts Ltd. 13,225 Wynn Macau Ltd. 13,943 72 10,079 76% 76%Cairn Energy plc 2,444 Cairn India Ltd 9,615 18 1,758 72% 72%MGM Resorts International 7,801 MGM China Holdings Limited 10,630 51 5,421 69% 69%Fiat Industrial 14,134 CNH Global 10,763 89 9,579 68% 68%Biglari Holdings Inc. 601 Cracker Barrel Old Country Store, Inc. 2,301 19 400 67% 67%The AES Corporation 9,317 AES Gener S.A. 5,473 71 3,868 42% 66%The AES Corporation 9,317 AES Tiete S.A. 3,758 53 1,974 21% 66%Visteon Corp. 3,273 Halla Climate Control Corp. 3,081 70 2,157 66% 66%Teekay Corp. 2,794 Teekay LNG Partners 2,965 36 1,073 38% 64%Teekay Corp. 2,794 Teekay Offshore Partners 2,652 27 721 26% 64%

(1) Not tax-effected. Total may include other stakes not shown that are <5% of market cap. individually. (2) Does not include related underlying debt.



PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: ““NNEETT‐‐NNEETT”” CCOOMMPPAANNIIEESS

Using a methodology similar to Graham and Dodd to identify liquid asset rich companies, below is our list of companies with high net current asset values relative to their market capitalization. We define net asset value as: cash & ST equivalents + 85%* accounts receivable + 50%* inventory – total liabilities. Net-Net Companies

Company Industry Group

Market

Cap. ($ in

millions)

Stock Idea

Model Rank

(1 =best; 5 =

worst)

2013

Stock

Return

2013E

P/E

Price /

Tangible

BV

LTM FCF

Yield

Net Current

Assets /

Market Cap.

Rigel Pharmaceuticals, Inc. Pharma, BioTech. 321 NA ‐44% NM 1.2 ‐186% 79%RealNetworks Inc. Software and Svcs. 274 NA ‐3% NA 0.8 ‐214% 74%Tellabs Inc. Tech. Hardware and Equip. 786 NA ‐3% NM 0.9 22% 64%Benchmark Electronics Inc. Tech. Hardware and Equip. 1,171 NA 18% 19.4 1.1 24% 52%Oplink Communications, Inc. Tech. Hardware and Equip. 375 NA 17% 22.7 1.4 6% 48%CSS Industries Inc. Cons. Durables and Apparel 251 NA 22% NA 1.2 16% 46%QLogic Corp. Tech. Hardware and Equip. 941 NA 1% 15.2 1.6 10% 46%Audience, Inc. Tech. Hardware and Equip. 271 NA 32% 18.7 1.8 8% 44%LTX‐Credence Corp. Semis and Semi Equip. 268 NA ‐13% NM 1.7 3% 43%Supertex Inc. Semis and Semi Equip. 300 NA 25% 53.1 1.7 11% 43%Volterra Semiconductor Corp. Semis and Semi Equip. 377 NA ‐20% 18.4 2.0 11% 43%MKS Instruments, Inc. Semis and Semi Equip. 1,474 2 10% 32.0 1.8 11% 43%Park Electrochemical Corp. Tech. Hardware and Equip. 574 NA 3% 24.0 2.0 6% 41%AVX Corp. Tech. Hardware and Equip. 2,158 1 12% 18.0 1.3 14% 41%Electro Scientific Industries Inc. Tech. Hardware and Equip. 360 NA 14% 22.0 1.5 5% 41%STEC, Inc. Tech. Hardware and Equip. 319 NA ‐31% NM 1.6 ‐29% 41%Superior Industries Int'l, Inc. Automobiles and Components 500 NA ‐12% 23.8 1.0 5% 39%Ultratech, Inc. Semis and Semi Equip. 824 NA ‐5% 48.7 2.1 10% 39%Veeco Instruments Inc. Semis and Semi Equip. 1,328 5 34% 61.7 1.7 7% 39%Procera Networks, Inc. Tech. Hardware and Equip. 295 NA ‐23% 290.6 2.2 ‐3% 38%Integrated Silicon Solution Inc. Semis and Semi Equip. 320 NA 22% 12.5 1.3 4% 37%FormFactor Inc. Semis and Semi Equip. 388 NA 48% NM 1.8 ‐13% 37%Momenta Pharmaceuticals Inc. Pharma, BioTech. 788 NA 22% NM 2.3 ‐12% 36%Rudolph Technologies Inc. Semis and Semi Equip. 414 NA ‐9% 23.5 1.7 5% 36%TRI Pointe Homes, Inc. Cons. Durables and Apparel 509 NA NA 53.7 1.7 ‐30% 35%CDI Corp. Commercial and Prof. Svcs. 311 NA ‐14% 21.9 1.5 8% 35%Idenix Pharmaceuticals Inc. Pharma, BioTech. 481 NA 8% NM 2.6 ‐33% 35%Digi Int'l Inc. Tech. Hardware and Equip. 258 NA 3% 43.4 1.6 5% 35%Inphi Corp. Semis and Semi Equip. 334 NA 11% 142.9 2.3 ‐1% 35%Netgear Inc. Tech. Hardware and Equip. 1,270 3 ‐17% 13.9 2.0 8% 34%Enanta Pharmaceuticals, Inc. Pharma, BioTech. 306 NA NA NM 2.6 7% 34%NVIDIA Corp. Semis and Semi Equip. 8,212 3 17% 19.5 2.1 18% 33%AeroVironment, Inc. Capital Goods 509 NA ‐9% 57.2 1.6 3% 33%Comtech Telecommunications Corp. Tech. Hardware and Equip. 445 NA 6% 30.5 1.9 17% 33%VASCO Data Security Int'l Inc. Software and Svcs. 340 NA 1% 20.0 2.5 6% 33%Tessera Technologies Inc. Semis and Semi Equip. 1,102 NA 30% NM 2.2 ‐6% 32%PC Connection, Inc. Tech. Hardware and Equip. 440 NA 40% 12.4 1.8 7% 32%Xenoport, Inc. Pharma, BioTech. 271 NA ‐33% NM 2.5 ‐26% 32%AMAG Pharmaceuticals, Inc. Pharma, BioTech. 494 NA 40% NM 2.9 0% 31%Exar Corp. Semis and Semi Equip. 578 NA 24% 26.8 2.6 2% 30%Zygo Corp. Tech. Hardware and Equip. 299 NA 0% NA 1.7 ‐2% 30%CEVA Inc. Semis and Semi Equip. 398 NA 3% 28.1 2.5 5% 30%OraSure Technologies Inc. Healthcare Equip. and Svcs. 262 NA ‐41% NM 2.4 ‐8% 30%Lattice Semiconductor Corp. Semis and Semi Equip. 582 NA 25% 29.6 1.9 1% 30%Infinity Pharmaceuticals, Inc. Pharma, BioTech. 939 5 ‐50% NM 3.2 ‐15% 30%Vocera Communications, Inc. Healthcare Equip. and Svcs. 347 NA ‐41% 472.7 3.0 3% 30%

Non-financial R3000 companies with at least $250 million market cap ex. financials. Net Current Asset Value = Cash & ST Equivalents + 85%* Accounts Receivable + 50%* Inventory – Total Liabilities. Note: 2013E P/E based on consensus estimates. Market cap. as of 7/24/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; FactSet; Standard & Poor’s.


PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: DDEEEEPP VVAALLUUEE SSCCRREEEENN

Along the similar lines of searching for deep value and given the recent stock market appreciation, we thought it would be timely to present a “Graham and Dodd” type deep value screen for companies meeting the following criteria: an earnings yield (inverse of price to earnings ratio) of at least 2x the Aaa corporate yield (currently 4.31%), a dividend yield at least 2/3rd of the Aaa corporate yield, and a total debt to tangible book value ratio less than 100%. Deep Value Companies (Sorted by Market Cap.)

Company Ticker Industry Group

Market

Cap. ($ in

millions)

Stock Idea

Model Rank

(1 = best; 5 =

worst)

Dividend

Yield (%)

2013E

P/E

Total Debt

/ Tangible

Book Value

Apple Inc. AAPL Tech. Hardware and Equip. 393,285 2 2.9% 10.7 0%

Microsoft Corporation MSFT Software and Services 264,997 1 2.9% 11.6 25%

Chevron Corporation CVX Energy 246,694 2 3.1% 10.3 10%

LyondellBasell Industries NV LYB Materials 39,100 1 2.9% 11.1 44%

Freeport‐McMoRan Copper & Gold Inc. FCX Materials 31,130 5 4.2% 10.6 56%

CVR Energy, Inc. CVI Energy 4,067 1 6.4% 8.5 49%

Cliffs Natural Resources Inc. CLF Materials 2,898 5 3.2% 8.4 79%

Sturm, Ruger & Co. Inc. RGR Cons. Durables and Apparel 933 NA 4.1% 11.5 0%

American Greetings Corp. AM Cons. Durables and Apparel 558 NA 3.1% 10.7 37%

Note: Above screen based companies in R3000 with 1) earnings yield (inverse of 2013 PE) > 2x Moody’s Aaa index 2) Dividend yield > 2/3 Moody’s Aaa index; 3) Total Debt / Tangible Book Value < 1x. 2013E P/E based on consensus estimates. Market cap. as of 7/23/2013. Moody’s Aaa index yield = 4.31% as of 7/23/2013. Excludes financials and business development companies.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; FactSet; Standard & Poor’s.


PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: BBAANNKK TTHHRRIIFFTT CCOONNVVEERRSSIIOONNSS

Below is a list of bank thrift conversions since 2009. 2009 to date Thrift Conversions ($ in millions, except per share)

Company Ticker

Current

Stock

Price

Dividend

Yield

Market

Cap.

Offering

Completion

Date Conversion Type

Offering

Price,

Unsplit

% Stock

Price

Change

since

Offering

Current Price /

Tangible Book

Value (1)

Sunnyside Bancorp, Inc. SNNY 10.40 0.0% 8 7/16/2013 Standard 10.00 4% NAWestbury Bancorp, Inc. WBB 13.56 0.0% 70 4/10/2013 Standard 10.00 36% 1.5 Charter Financial Corporation CHFN 11.00 1.8% 250 4/9/2013 Second Stage 10.00 10% 1.8 Northfield Bancorp, Inc. NFBK 12.14 2.0% 707 1/25/2013 Second Stage 10.00 21% 1.0 United Community Bancorp UCBA 10.18 2.4% 52 1/10/2013 Second Stage 8.00 27% 0.7 Meetinghouse Bancorp. MTGB 12.70 0.0% 8 11/20/2012 Standard 10.00 27% 0.8 Polonia Bancorp. PBCP 9.31 0.0% 33 11/13/2012 Second Stage 8.00 16% 0.7 Malvern Federal Bancorp MLVF 11.90 0.0% 78 10/12/2012 Second Stage 10.00 19% 0.8 Hamilton Bancorp, Inc. HBK 13.55 0.0% 50 10/10/2012 Standard 10.00 36% 0.8 LaPorte Bancorp, Inc. (MHC) LPSB 10.25 1.6% 64 10/5/2012 Second Stage 8.00 28% 0.9 Madison County Financial MCBK 18.14 1.5% 58 10/4/2012 Standard 10.00 81% 0.9 Sound Financial Bancorp, Inc. SFBC 14.25 1.4% 37 8/23/2012 Second Stage 10.00 42% 0.8 Georgetown Bancorp, Inc. GTWN 13.80 1.2% 27 7/12/2012 Second Stage 10.00 38% 0.9 HomeTrust Bancshares, Inc. HTWC 16.53 0.0% 344 7/11/2012 Standard 10.00 65% 0.9 FS Bancorp, Inc. FSBW 17.40 1.1% 56 7/10/2012 Standard 10.00 74% 0.9 Wellesley Bancorp, Inc. WEBK 18.00 0.0% 44 1/26/2012 Standard 10.00 80% 1.0 Cheviot Financial Corp. CHEV 11.39 3.2% 82 1/18/2012 Second Stage 8.00 42% 0.9 West End Indiana Bancshares, Inc. WEIN 19.89 1.2% 28 1/11/2012 Standard 10.00 99% 0.9 ASB Bancorp, Inc. ASBB 16.89 0.0% 90 10/12/2011 Standard 10.00 69% 0.8 BSB Bancorp, Inc. (Maryland) BLMT 13.76 0.0% 128 10/5/2011 Standard 10.00 38% 1.0 Poage Bankshares, Inc PBSK 15.00 1.1% 49 9/13/2011 Standard 10.00 50% 0.8 IF Bancorp, Inc. IROQ 15.41 0.0% 70 7/8/2011 Standard 10.00 54% 0.8 State Investors Bancorp, Inc. SIBC 15.10 0.0% 38 7/7/2011 Standard 10.00 51% 0.9 First Connecticut Bancorp, Inc. FBNK 15.19 0.8% 258 6/30/2011 Standard 10.00 52% 1.1 Naugatuck Valley Financial Corp. NVSL 7.90 0.0% 55 6/30/2011 Second Stage 8.00 ‐1% 0.8 Franklin Financial Corporation FRNK 18.90 0.0% 239 4/28/2011 Standard 10.00 89% 1.0 Rockville Financial, Inc. RCKB 13.25 3.0% 363 3/4/2011 Second Stage 10.00 33% 1.2 Wolverine Bancorp, Inc. WBKC 19.27 0.0% 47 1/20/2011 Standard 10.00 93% 0.8 Alliance Bancorp, Inc. of Pennsylvania ALLB 14.35 0.0% 74 1/18/2011 Second Stage 10.00 44% 0.9 Oconee Federal Financial Corp. (MHC) OFED 16.08 0.0% 97 1/14/2011 Mutual Holding Co. 10.00 61% 1.2 SI Financial Group, Inc. SIFI 11.30 0.0% 114 1/13/2011 Second Stage 8.00 41% 0.9 Minden Bancorp, Inc. MDNB 17.50 0.0% 42 1/5/2011 Second Stage 10.00 75% 1.0 Capitol Federal Financial, Inc. CFFN 12.83 0.0% 1,911 12/22/2010 Second Stage 10.00 28% 1.2 Home Federal Bancorpof Louisiana HFBL 17.49 0.0% 41 12/22/2010 Second Stage 10.00 75% 1.0 Heritage Financial Group, Inc. HBOS 17.05 0.0% 134 11/30/2010 Second Stage 10.00 71% 1.2 Simplicity Bancorp SMPL 14.90 0.0% 123 11/19/2010 Second Stage 10.00 49% 0.9 Standard Financial Corp. STND 19.49 0.0% 63 10/7/2010 Standard 10.00 95% 0.9 FedFirst Financial Corporation FFCO 19.34 0.0% 49 9/21/2010 Second Stage 10.00 93% 0.9 Jacksonville Bancorp, Inc. JXSB 19.25 0.0% 37 7/15/2010 Second Stage 10.00 93% 0.9 Colonial Financial Services, Inc. COBK 14.10 0.0% 54 7/13/2010 Second Stage 10.00 41% 0.8 ViewPoint Financial Group, Inc. VPFG 21.69 0.0% 866 7/7/2010 Second Stage 10.00 117% 1.7 Peoples Federal Bancshares, Inc. PEOP 18.47 0.0% 122 7/7/2010 Standard 10.00 85% 1.1 Oneida Financial Corp. ONFC 15.39 0.0% 108 7/7/2010 Second Stage 8.00 92% 1.6 Fox Chase Bancorp, Inc. FXCB 17.90 0.0% 218 6/29/2010 Second Stage 10.00 79% 1.2 Oritani Financial Corp. ORIT 16.58 0.0% 752 6/24/2010 Second Stage 10.00 66% 1.5 Eagle Bancorp Montana, Inc. EBMT 11.52 0.0% 45 4/5/2010 Second Stage 10.00 15% 1.0 OBA Financial Services, Inc. OBAF 18.33 0.0% 76 1/22/2010 Standard 10.00 83% 1.0 OmniAmerican Bancorp, Inc. OABC 24.07 0.0% 275 1/21/2010 Standard 10.00 141% 1.3 Athens Bancshares Corporation AFCB 17.91 0.0% 39 1/7/2010 Standard 10.00 79% 0.9 Ocean Shore Holding Co. OSHC 14.74 1.6% 103 12/21/2009 Second Stage 8.00 84% 1.0 Northwest Bancshares, Inc. NWBI 14.23 3.7% 1,335 12/18/2009 Second Stage 10.00 42% 1.4 Cullman Bancorp, Inc. (MHC) CULL 15.99 2.0% 41 10/9/2009 Mutual Holding Co. 10.00 60% 1.0 Territorial Bancorp Inc. TBNK 23.42 2.2% 249 7/13/2009 Standard 10.00 134% 1.1

Announced Conversions Announce DatePrudential Bancorp. Of Penn. 6/13/2013 Second Stage 10.00Waterstone Financial 6/6/2013 Second Stage 8.00Home Bancorp. Wisconsin 6/4/2013 Standard 10.00Delanco Bancorp 5/28/2013 Second Stage 8.00First Northwest Bank 5/22/2012 Standard 10.00Macon Financial Corp. 5/18/2011 Standard 10.00

(1) For Mutual Holding Companies, current tangible book value may be skewed (artificially low BV = higher appearing P/TBV).

Source: Wolfe Trahan Accounting & Tax Policy Research; Company filings; SNL Financial; Standard & Poor’s. Market cap.as of 7/23/2013.


PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: BBEESSTT && WWOORRSSTT PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY SSTTOOCCKKSS

Below we list the best and worst performing post-bankruptcy stocks since 2009. Best and Worst Performing Post-Bankruptcy Stocks 2009-present (>$100 million market cap)

Company Ticker Sector

Date of

Bankruptcy

Emergence

Current

Stock Price

($)

2013E

P/E

Market Cap.

($ millions)

Stock Price

Return

Since

Emergence

Energy Partners Ltd. EPL Energy 9/21/09 32.08 8.1 1,259 369%

Six Flags SIX Consumer Discretionary 6/21/10 37.54 31.5 3,594 345%

Primus Telecommunications Group Inc. PTGI Telecommunication Services 7/13/09 12.03 NA 167 305%

LyondellBasell LYB Materials 4/30/10 67.40 11.0 38,783 295%

Charter Communications Inc. CHTR Consumer Discretionary 12/2/09 126.61 173.4 12,819 281%

Resolute Forest Products (f/k/a Abitibi) RFP Materials 12/20/10 15.31 16.1 1,451 ‐34%

Xerium XRM Industrials 5/25/10 13.29 11.8 204 ‐38%

Spansion CODE Information Technology 5/18/10 11.67 11.6 678 ‐39%

Accuride ACW Industrials 3/3/10 5.77 NA 274 ‐58%

Fairpoint Communications FRP Consumer Discretionary 1/25/11 9.09 NA 241 ‐64%

Estimates based on consensus. Market data through and as of 7/29/2013.



PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY CCOOMMPPAANNIIEESS

Newly Reorganized Companies Emerging from Bankruptcy in 2009 to 2013 (in Order of Emergence Date)


Date of

Bankruptcy

Emergence

Current

Stock Price

($)

Market Cap.

($ millions)

Stock Price

Return Since

Emergence

2013E

P/E

2013E EV /

EBITDA

Ambac AMBC Financials 5/1/13 24.38 1,053 25% 4.5 NA

Tribune TRBAA Cons. Disc. 12/31/12 63.50 4,496 11% 20.0 6.4

Dynegy DYN Energy 10/3/12 20.95 2,095 8% NA 12.9

Reddy Ice RDDC Cons. Staples 7/23/12 5.15 120 ‐1% NA NA

Lee Enterprises LEE Cons. Disc. 1/30/12 2.97 156 113% 9.0 6.0

Delphi Automotive DLPH Cons. Disc. 11/17/11 55.32 17,292 154% 12.7 8.5

Capmark Financial CPMK Financials 10/14/11 6.24 624 63% NA NA

Tronox TROX Materials 2/14/11 21.07 2,389 ‐7% NA 9.4

Fairpoint Communications FRP Cons. Disc. 1/25/11 8.90 236 ‐64% NA 7.1

Resolute Forest Products (f/k/a Abitibi) RFP Materials 12/20/10 14.81 1,404 ‐34% 15.6 8.2

Hawaiian Telcom Holdco HCOM Telecom. 12/14/10 27.55 284 55% 34.0 5.2

General Motors GM Cons. Disc. 11/18/10 36.50 50,521 5% 10.8 5.6

Chemtura CHMT Materials 11/10/10 22.52 2,214 44% 19.9 8.8

General Growth Properties Inc. GGP Financials 11/9/10 21.44 20,729 69% 19.3 NM

Visteon VC Cons. Disc. 10/1/10 65.56 3,278 10% 14.4 6.8

Citadel Broadcasting CDELB Cons. Disc. 8/11/10 NA Acquired 47% NA NA

Smurfit Stone SSCC Materials 6/30/10 NA Acquired 62% NA NA

Six Flags SIX Cons. Disc. 6/21/10 36.86 3,529 339% 31.0 12.9

Cooper Standard Holdings COSH Cons. Disc. 5/27/10 47.75 810 43% 13.3 4.8

Xerium XRM Industrials 5/25/10 12.08 186 ‐38% 10.7 NA

Spansion CODE Info. Tech. 5/18/10 11.66 677 ‐38% 11.5 5.6

LyondellBasell LYB Materials 4/30/10 68.92 39,319 301% 11.3 6.6

SemGroup SEMG Energy 3/12/10 56.59 2,381 103% 32.7 15.0

Accuride ACW Industrials 3/3/10 5.88 279 ‐58% NA 10.1

Dex One Corp. (formerly RH Donnelly) DXM Cons. Disc. 2/1/10 14.53 254 ‐93% NA NA

Vermillion, Inc. VRML Healthcare 1/27/10 2.91 44 ‐88% NA NA

Pilgrim's Pride Corporation PPC Cons. Staples 12/28/09 16.32 4,227 98% 8.9 7.5

CIT Group, Inc. CIT Financials 12/10/09 50.86 10,224 73% 14.0 20.4

Charter Communications Inc. CHTR Cons. Disc. 12/2/09 123.78 12,533 281% 158.7 8.8

Lear Corp. LEA Cons. Disc. 11/9/09 68.59 5,531 154% 12.3 5.0

Spectrum Brands SPB Cons. Staples 9/2/09 56.62 2,950 179% 17.8 9.8

Energy Partners Ltd. EPL Energy 9/21/09 31.96 1,255 372% 8.1 3.7

Primus Telecommunications Group Inc. PTGI Telecom. 7/13/09 11.98 167 305% NA 7.1

Golden Minerals Company AUMN Materials 5/7/09 1.41 61 52% NA (1.0)

Pending

Journal Register (1) NA Cons. Disc. 8/7/09 NA NA NA NA

Great Atlantic & Pacific Tea NA Cons. Staples Pending NA NA NA NA

Eastman Kodak (2) NA Cons. Disc. Pending NA NA NA NA

WR Grace (3) GRA Materials Pending 75.94 5,815 18.3 9.0

(1) Common stock privately held by pre-petition secured lenders; (2) Targeting mid-2013 emergence; (3) Intends to emerge as soon as possible. Note: Tribune EBITDA based on LTM. 2013E P/E based on consensus estimates. Market data as of 7/29/2013.



PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY CCOOMMPPAANNIIEESS

We monitor companies emerging from Chapter 11 bankruptcy as another potential area for investment opportunities. They often have complex balance sheets/tax issues stemming from the bankruptcy and this deters investors from this space and masks underlying value. A further complicating factor is a changeover in the shareholder base as former bondholders often seek to monetize their new equity holdings. Below is a list of publicly traded companies emerging from Chapter 11 bankruptcy over the past few years. Post-Bankruptcy Equity Companies – Trading Valuation & Leverage ($ in millions)

Abitibi‐

Bowater

(Resolute

Forest

Products) Ambac

Capmark

Financial Chemtura

Cooper

Standard

Holdings

Delphi

Automotive Dynegy, Inc.

General

Motors

Current Price per share 15.26 25.04 6.26 22.36 49.25 53.72 20.84 35.87Shares Outstanding 95 45 100 99 18 313 100 1,384 Market Capitalization 1,447 1,129 626 2,223 873 16,761 2,088 49,691 Plus: Total Debt & NCI (2) 1,828 NA NA 1,206 676 3,590 1,457 50,508Less: Cash & ST Invesments 215 NA NA 306 217 830 304 24,198Equals: Enterprise Value 3,060 NA NA 3,123 1,332 19,521 3,241 76,000

LTM Revenues 4,523 NA NA 2,611 2,863 15,451 1,343 152,842EV / LTM Revenues 0.7 NM NM 1.2 0.5 1.3 2.4 0.5

2013E First Call Consensus EPS 0.95 5.47 NA 1.13 3.59 4.37 (0.55) 3.37 2014E First Call Consensus EPS 1.10 3.91 NA 1.63 3.49 4.98 (0.26) 4.49 P/ 2013E First Call Consensus EPS 16.1 4.6 NA 19.8 13.7 12.3 NM 10.6 P/ 2014E First Call Consensus EPS 13.9 6.4 NA 13.7 14.1 10.8 NM 8.0

2013E EBITDA Est. (1) 367 NA NA 354 265 2,352 252 13,705 2014E EBITDA Est. (1) 409 NA NA 429 279 2,616 321 16,351 EV / 2013E EBITDA (1) 8.3 NA NA 8.8 5.0 8.3 12.8 5.5 EV / 2014E EBITDA (1) 7.5 NA NA 7.3 4.8 7.5 10.1 4.6 Price / Tangible Book Value 0.5 NA 0.5 4.1 2.3 14.4 0.9 2.6 Gross Debt / EBITDA (1) 1.4 NA NA 2.5 1.8 1.1 5.5 2.0

1) Forward EBITDA based on EBITDA estimates per Standard & Poor’s, if available. 2) Includes tax-effected unfunded pension and OPEB amounts as debt.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s. Market cap. and stock price as of 7/29/2013.


PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))

Prior exhibit continued below. Post-Bankruptcy Equity Companies – Trading Valuation & Leverage ($ in millions)

Lear Corp.

Lyondell‐

Basell

Industries SemGroup

Six Flags

Enter‐

tainment

Corp.

Spansion

Inc.

Tribune

Company Tronox Visteon

Current Price per share 67.69 67.72 56.02 37.34 11.55 63.75 20.98 65.10Shares Outstanding 81 567 42 96 59 88 113 50 Market Capitalization 5,489 38,038 2,362 3,577 674 5,592 2,378 3,241 Plus: Total Debt & NCI (2) 1,529 5,445 284 1,893 415 1,513 428 1,857Less: Cash & ST Invesments 1,601 2,879 77 137 309 554 131 980Equals: Enterprise Value 5,416 40,603 2,568 5,332 780 6,550 2,676 4,118

LTM Revenues 14,870 44,287 1,213 1,092 887 3,120 1,868 6,996EV / LTM Revenues 0.4 0.9 2.1 4.9 0.9 2.1 1.4 0.6

2013E First Call Consensus EPS 5.46 6.13 1.73 1.19 1.01 3.18 (0.27) 4.56 2014E First Call Consensus EPS 6.80 7.16 2.17 1.43 1.25 NA 1.88 5.35 P/ 2013E First Call Consensus EPS 12.4 11.0 32.4 31.4 11.4 20.0 NM 14.3 P/ 2014E First Call Consensus EPS 10.0 9.5 25.8 26.1 9.2 NA 11.2 12.2

2013E EBITDA Est. (1) 1,090 6,325 172 409 141 858 399 613 2014E EBITDA Est. (1) 1,221 7,001 238 440 195 608 735 661 EV / 2013E EBITDA (1) 5.0 6.4 14.9 13.0 5.5 7.6 6.7 6.7 EV / 2014E EBITDA (1) 4.4 5.8 10.8 12.1 4.0 10.8 3.6 6.2 Price / Tangible Book Value 2.1 3.8 2.4 NM 2.7 8.8 1.1 3.3 Gross Debt / EBITDA (1) 1.0 0.7 1.0 3.4 3.0 1.3 1.1 1.3

1) Forward EBITDA based on EBITDA estimates per Standard & Poor’s, if available. Tribune based on LTM. 2) Includes tax-effected unfunded pension and OPEB amounts as debt.



Corporate Action Ideas E*TRADE, ADT, Visteon, and Others


22001133 IIDDEEAA UUPPDDAATTEE:: EE**TTRRAADDEE

Below we outline the key reasons we still find E*TRADE an interesting investment idea in 2013 on a share price pullback.

E*TRADE ($4.3 billion market cap, $14.91 as of 7/31/13) underperformed the financial sector and overall market in 2012 with a 12% return, but is up 69% YTD. On a share price pullback, we find it to be an interesting special situation as the bank begins distributing capital to its parent company to pay off high cost debt. It is a debt restructuring situation and a beneficiary of higher short-term interest rates and equity market activity. E*TRADE’s two main businesses are its online retail brokerage and legacy loan portfolio (bank), the latter of which is on run-off. E*TRADE shares trade at 1.4x tangible book value of $10.66 and 20x and 16x ‘14 and ‘15 consensus EPS estimates (as of 7/31/13), but low interest rates and expenses related to the bank understate the company’s true “normalized” earnings power as we explain on the next page.

E*TRADE’s earnings are depressed by legacy costs from its bank (now on run-off) and the overall low interest rate environment. The company grew its first mortgage and home equity mortgage portfolio during the later stages of the housing bubble (‘05, ‘06, and ‘07 vintages) at the peak of the credit cycle (40% loans in CA). The company is now de-risking and running-off its home mortgage/equity loan portfolio and refocusing on its core brokerage/retirement business.

There is embedded value in a NOL deferred tax asset of $1.4 billion ($0.45B at parent and $.95B at bank) and only 10% is included in consolidated regulatory capital (32% included in bank capital). This will result in low cash taxes for potentially 10+ years. As the company begins to earn more money, additional amounts of the deferred tax asset will be included in regulatory capital, creating excess capital, and potentially larger distributions to shareholders.

Neutral sell-side sentiment: Sell-side coverage with only 1 “buys”, 15 “holds”, and 2 “sells”.

On January 17, 2013, the company announced the hiring of Paul Idzik as CEO after Steven Freiberg stepped down in August 2012.

E*TRADE’s longer-term fundamentals hinge on higher short-term interest rates, retail trading volumes, and investor activity.

Negatives:

If interest rates and/or brokerage activity remains low, the company’s long-term earnings power will remain depressed.

The legacy loan portfolio could produce higher than expected losses (from interest rate resets) reducing excess capital and, therefore, the amount and timing of capital returned to shareholders.

There is uncertain leadership with a new CEO, who could embark on a strategy different than in the past (acquisitions, etc.).


22001133 IIDDEEAA UUPPDDAATTEE:: EE**TTRRAADDEE ((CCOONNTTIINNUUEEDD))

Below we outline the math behind the embedded value in E*TRADE shares.

E*TRADE’s earnings are depressed by legacy costs from its bank (now on run-off) and the overall low interest rate environment. Using management’s roadmap for improving earnings, we calculate normalized discounted EPS of ~$1.41 if debt is paid off, the bank de-risks and the loan portfolio runs-off. We only assume slightly higher interest rates and there would be another $218 million in pre-tax income ($.49 per share) if rates normalized. There is also embedded value in a NOL deferred tax asset of $1.4 billion ($0.45B at parent and $0.95B at bank). This will result in low cash taxes for potentially 10+ years and we value this separately below at $500 million in present value terms assuming a 15 year usage and 10% discount rate. Note that its closest comparable company, TD Ameritrade, trades at 20x and 17x 2014 and 2015 consensus EPS, respectively.

E*TRADE: Fair Value / Normalized Earnings

E*TRADE: Long‐term Impact of Strategy to De‐Risk Bank and Improve Earnings:

Pre‐tax earnings (LTM as of 6/30/13 excluding loss on debt extinguishment): $230

Add/(subtract) [company estimates for impact on pre‐tax earnings except where noted]:

Corporate interest expense (capital deployed to parent to pay off debt) 147

Normal rate environment returns & net interest spread improves to 300 bps. 268

Less: Wolfe Research‐ Assume rate environment only improves slightly with only $50 million benefit (218)

Loan provision (reduces to $0 as legacy portfolio runs‐off) 304

Servicing expense (reduces to $0 as legacy portfolio runs‐off) 56

FDIC expenses (should reduce in half as risk profile of bank improves) 58

Equals: Normalized pre‐tax earnings 845

Taxes @ 35% (note: deferred tax asset valued separately below) 296

= Wolfe Research Calculation of Normalized earnings 549

Divide by diluted shares outstanding 292

= Diluted normalized EPS 1.88

Discount at 10% for 3 years Discount sensitivity: 2yrs 4yrs

=Diluted normalized EPS 1.56 1.29 1.41

Deferred Tax Asset (NOLs) [$1.4 billion discounted at 10% for 15 years] $500

Divide by diluted shares outstanding 292

DTA per share 1.71$

Share price (7/30/13) $14.91

Normalized Fully Taxed EPS 1.41

P/E to Normalized Fully Taxed EPS (excludes value of DTA) 10.5x

Fair Value Calculation:

Normalized Fully Taxed EPS 1.41

P/E Multiple 12.0x

= Fair Value 16.97$

Add: DTA Value 1.71$

= Fair Value Including NOL Value 18.68$

= Fair Value (Including NOL) under normal rate environment where net interest spread improves to 300 bps 24.51$

Source: Wolfe Research Accounting & Tax Policy estimates; Company filings; Bloomberg.


AADDTT CCOORRPPOORRAATTIIOONN UUPPDDAATTEE

In our initial Tyco: ADT Deep Dive, published on 9/26/2012, we concluded that the ADT spin-off was an interesting investment opportunity given its understandable business model, cash generation, material tax assets, and potential for material dividend increases/capital allocation activities over the next few years. We still believe the same holds true today and like ADT as a long-term investment opportunity. Other potential catalysts include a larger than anticipated share repurchase program, higher than expected penetration rates of ADT Pulse (driving higher than expected ARPU), or a large acquisition. Why Do We Find ADT Shares Interesting Over the Long-Term?

We like the business model. ADT is an understandable business (and arguably dull) with high market

share (25%) in an otherwise fragmented market. The business characteristics afford a relatively stable and recurring revenue base (monthly fees). Customer churn has been relatively low and fairly stable over recent years. Add’l catalysts to future growth are a housing market recovery and higher market penetration (currently, only ~19% of homes have a monitored security system).

Consolidation. The home security market is highly fragmented and will likely see further consolidation going forward. With the big cable cos. entering the market, it also puts ADT on the acquisition map.

ADT Pulse’s “take rate” continues to increase, creating a higher average revenue per user (ARPU) from new customers and providing an up-sell to existing customers.

Tax assets provide additional cash flow. ADT’s NOLs provide a cash tax savings to ADT. Tyco transferred a deferred tax asset to ADT that, at an assumed 35% tax rate, would shield ~$1.3 billion in future taxable income. Additionally, by changing its tax accounting methodology, the company will immediately expense costs incurred to initiate new customer contracts, generating an additional estimated one-time benefit of $1.7 to $1.8 billion. Management expects a cash tax rate of 2-3% in FY ’13, 5-8% in FY ’14 through FY ’19, and 15-20% in FY ’20.

Shareholder friendly capital allocation policy. While ADT has a debt to 2014E EBITDA of 1.9x as of the 6/28/13 balance sheet, the CEO recently commented that they plan on issuing more debt to reach the company’s new 3.0x target (proceeds primarily used to repurchase stock, pay a dividend, and grow organically and through acquisitions).

ADT Stock Price History (through 7/29/2013)

0

2

4

6

8

10

12

$34

$36

$38

$40

$42

$44

$46

$48

$50

$52

9/12 10/12 11/12 12/12 1/13 2/13 3/13 4/13 5/13 6/13 7/13

Volume (millions)

Stock Price

ADT Stock Chart

Source: Wolfe Research Accounting & Tax Policy Research estimates; Company filings; FactSet; Standard & Poor’s.


AADDTT VVAALLUUAATTIIOONN SSUUMMMMAARRYY

Below is our calculation of the ADT current trading valuation based on its 7/31/2013 closing price of $40.08. We calculate a current ADT enterprise value of $12.1 billion based on $3.6 billion of debt outstanding and $272 million in cash. On that basis, the shares currently trade at 6.5x our FY ’14 EBITDA estimate, 19.7x our FY ’14 estimated diluted EPS, and at a 3.3% FY ’14 unlevered free cash flow yield (Fiscal Year ’14 ends in Sept. 2014). As discussed on a subsequent page, given the company’s up-front growth cap-ex to acquire new customers, the company believes investors should also analyze the company on a steady state free cash flow basis. We use this along with unlevered FCF yield, and EV to recurring monthly revenue (our favorite metric) to assess the valuation of the company. ADT Corporation: Valuation Summary

ADT Valuation / WR Estimates

$ in mil l ions , except s tock prices

Current Trading Valuations Amount Trading Multiples and Yields

ADT share price at 7/31/13 $40.08 EV / FY13E EBITDA 7.0x

x Diluted shares outstanding 219 EV / FY14E EBITDA 6.5x

Market Cap. at 7/31/13 8,778

+ Gross debt outstanding at 6/28/13 3,601 P / FY12A Diluted EPS 24.2x

‐ Cash and investments at 6/28/13 (272) P / FY13E Diluted EPS 21.6x

= Enterprise Value 12,106 P / FY14E Diluted EPS 19.7x

Estimated dividend yield 1.2% FY12A FCFF / EV 3.8%

Dividend payout ratio 29% FY13E FCFF / EV 4.1%

FY14E FCFF / EV 3.3%

EV / FY14E Recurring Monthly Revenue (RMR) 45.3x

Capital Structure

Cash $272 FY14E Recurring Monthly Revenue $267

FY13E EBITDA(1)

1,735

Debt $3,227 FY14E EBITDA(1)

1,853

Capital and operating leases 374

Total lease adjusted debt 3,601 FY12A FCFF $466

Net debt 3,329 FY13E FCFF 500

FY14E FCFF 404

Shareholders equity $4,454

Gross debt / FY13E EBITDA 2.1x FY12A Diluted EPS $1.66

Gross debt / FY14E EBITDA 1.9x FY13E Diluted EPS 1.85

FY14E Diluted EPS 2.03

(1) EBITDA includes rent expense since we’re capitalizing operating leases for valuation purposes. Note: Fiscal year ends on September 30th.

Source: Wolfe Research Accounting & Tax Policy Research estimates; Company filings; Bloomberg; Standard & Poor’s; FactSet.


AADDTT SSUUMMMMAARRYY FFIINNAANNCCIIAALLSS

Below we summarize ADT’s historical financial statements and our yearly forecasts. The company is expected to use cash proceeds from a recent debt issuance and increase debt / EBITDA to a target of 3.0x to repurchase shares, for acquisitions, and investing in organic growth. We have not modeled any additional uses of cash besides the announced acquisition of Devcon Security for $148.5 million in cash. Note that the acquisition of Broadview security closed in FY ’10 (May 2010) and, thus, FY ‘11 is not necessarily comparable to the prior year. ADT Corporation: Summary Financial Statements, Operating Information, and Wolfe Research Estimates ($ in millions)

2010A 2011A 2012A WR 2013E WR 2014E

Net revenue 2,591 3,110 3,228 3,317 3,502

Y/Y growth 15.3% 20.0% 3.8% 2.7% 5.6%

Pro forma EBITDA 1,109 1,463 1,560 1,696 1,814EBITDA margin 43% 47% 48% 51% 52%

Pro forma operating income 517 681 728 718 788Operating income margin 20% 22% 23% 22% 23%

Pro forma diluted EPS NA 1.57 1.66 1.85 2.03 Y/Y growth ‐‐ ‐‐ 5% 12% 10%

Operating cash flow 1,070 1,439 1,493 1,632 1,473

Capital expenditures 801 902 1,087 1,207 1,150

Interest expense, after‐tax 69 58 60 75 81

FCFF 338 595 466 500 404

FCFF margin 13% 19% 14% 15% 12%

Dividends NM NM 0 113 130

FCFF, after‐dividends 338 595 466 387 273

Customer additions/metrics

Total number of customers (000s) 4,753 6,285 6,351 6,444 6,456

Gross customer additions (000s) 971 1,025 1,088 1,118 1,173

Attrition (%) 14.3 13.3 13.0 13.5 13.9

Average Revenue Per User (ARPU) $35.92 $36.10 $37.24 $40.40 $42.04

Capital structure (6/28/2013)

Cash $272

Total debt 3,601

Total debt / FY '14E EBITDA 1.9x

FY '14E EBITDA 1,853

FY '14E cap‐ex 1,150

Note: WR est. = Wolfe Research estimates. Fiscal year ends September.

Source: Wolfe Research Accounting & Tax Policy Research estimates; Company filings.


AADDTT’’SS SSTTEEAADDYY‐‐SSTTAATTEE FFRREEEE CCAASSHH FFLLOOWW

Management does not believe that FCF is the best metric upon which to value the business. Instead, the company believes investors should also focus on “steady-state” FCF, which it expects to be in the $900 to $950 million range (compared to $450-500 million of growth FCF) in 2013. The company believes that steady-state FCF is a better way to value the base business, representing the amount of investment required to hold recurring revenue constant. We still believe that ADT is in growth mode and will continue investing heavily in the business, and therefore, remain equally focused on FCF yield and ADT’s RMR multiple (45.3x WR’s 2014E). Nevertheless, since ADT is presenting a steady-state FCF metric, we present this metric based on our estimates and assumptions below. We estimate that ADT’s FY ’13 steady-state FCF will be ~$930 million (7.7% yield), while growth FCF will be ~$425 million (3.5% yield). ADT’s Steady-State Free Cash Flow

FY2011A FY2012A Y/Y % FY2013E Y/Y %

Trailing recurring revenue 2,784 2,926 5.1% 3,045 4.1%

Gross attrition 16.1% 16.6% 0.5% 17.1% 0.5%

Recurring revenue lost to attrition 448 486 8.4% 520 7.0%

Price increases % 2.0% 2.8% 0.8% 3.9% 1.2%

Trailing recurring revenue from price increases 56 81 45.3% 120 47.4%

Net recurring revenue lost 392 404 3.1% 400 ‐1.1%

Direct gross additions (000s) 597 634 6.2% 643 1.3%

Direct new ARPU 40.20 41.60 3.5% 41.50 ‐0.2%

Recurring revenue created through direct channel 288 316 9.9% 320 1.1%

Recurring revenue required through dealer channel 104 88 ‐15.5% 80 ‐9.2%

Gross dealer annual creation multiple 2.69x 2.74x 1.9% 2.60x ‐5.1%

Dealer cap‐ex required to maintain recurring revenue 280 241 ‐13.9% 207 ‐13.9%

Dealer cap‐ex required under growth scenario 581 648 11.5% 578 ‐10.8%

Dealer cap‐ex required for steady‐state scenario 280 241 ‐14.0% 207 ‐13.9%

Reduction in dealer cap‐ex 301 407 35.3% 371 ‐9.0%

FCF before special items 563 432 ‐23.2% 425 ‐1.7%

Interest paid 84 83 ‐1.2% 116 39.8%

Income taxes paid, net of refunds 16 30 87.5% 19 ‐37.5%

Reduction in dealer cap‐ex 301 407 35.3% 371 ‐9.0%

Steady‐state FCF before special items 964 952 ‐1.2% 930 ‐2.3%

Source: Wolfe Research Accounting & Tax Policy Research; Company filings and presentations.


AADDTT:: MMAANNAAGGEEMMEENNTT’’SS 22001133 AANNDD LLOONNGG‐‐TTEERRMM GGUUIIDDAANNCCEE

Below is ADT’s FY 2013 (ends September) and long-term guidance for important financial statement items. FY ’13E and Long-Term Guidance

Prior Revised

FY2012A FY2013E FY2013E LT FY'13‐'17

Recurring revenue growth 5.0% 4.9%‐5.2% 4.5%‐4.8% 5%‐7%

EBITDA* margin % 49.8% 49.5%‐50.5% ~51.0% ~50%

Depreciation & amortization 862 $920‐$935 $920‐$935

Net interest expense 92 $1201 $1201

Book tax rate 37.5% 36%‐38% 35%‐36%

Cash tax rate 5.0% 3%‐4% 2%‐3%

FCF* 432 $375‐$425 $450‐$500

Steady‐state FCF* 952 $950‐$1,000 $900‐$950

Source: Wolfe Research Accounting & Tax Policy Research; Company filings and presentations.


VVIISSTTEEOONN ((VVCC)) UUPPDDAATTEE:: WWHHEEEELLSS SSEETT IINN MMOOTTIIOONN FFOORR CCOORRPPOORRAATTIIOONN AACCTTIIOONNSS

We believe there is still material embedded asset value at Visteon (VC), which emerged from bankruptcy on October 1, 2010. If a series of strategic actions are initiated, we believe there could be material upside for Visteon shares as we believe the market isn’t ascribing any value to Visteon’s core business or to its $1 billion of tax NOLs. Nonetheless, Visteon shares could be a classic “value trap” if management doesn’t initiate a series of actions to unlock shareholder value or their timing is substantially delayed. However, among the corporate action related companies we monitor, we find Visteon the most interesting from a possible shareholder activism point of view given the significant embedded value at the company. As shown in detail on the next page, based on our analysis, at its 7/29/2013 $65 share price, Visteon’s non-Asian business is trading at a significant implied negative value for a business that we estimate will earn $121 million of EBITDA in 2013. Visteon is a Tier 1 auto supplier, focused on light vehicle car platforms with three main product areas:

(1) Climate (HVAC systems: #2 market position behind Denso Corp. and 62% of consolidated sales); (2) Interior (consoles, door panels/trim, cockpit modules, instrument panels: #3 market position; #2

position in Europe and 20% of sales); and (3) Electronics (audio/infotainment systems, driver info. systems, center stack electronics: #5 market

position and 18% of sales). Key customers include Hyundai-Kia (~33% of sales), Ford (~27% of sales), and Renault/Nissan (8% of sales). By market penetration (including the joint ventures discussed below), Asia-Pacific is 74% of its business, 14% is Europe, 9% is North America, and 3% is South America. The overwhelming majority of the aforementioned climate business is through the company’s 70% ownership interest in Halla Climate Control, which is listed on the Korean Stock Exchange (Bloomberg Ticker: 01880 KS). This business produces air-conditioning systems, models, compressors and heat exchangers and Hyundai is its largest customer representing approximately 54% of its revenues. The company also owns significant interests in a series of profitable Chinese joint ventures (selling to Chinese OEMs), the largest of which is called Yanfeng (fourth largest components company in China and 80% of Visteon’s ‘equity income’ from joint ventures). Yanfeng was established in 1994 with Shanghai Automotive Industry Corporation’s (SAIC) HASCO division and its main areas are interiors (43%), seating (39%), electronics (8%), exterior (6%), and safety (4%). It is a holding company for five joint ventures based on the aforementioned product areas and operates as a standalone business not integrated into Visteon. Yanfeng is a China market leader (#1) in instrument panels, door panels and consoles. SVW (33%) and SGM (29%) are the largest customers of the joint venture.

Climate61%

Interiors19%

Electronics20%

Visteon's Sales by Product Line (Consolidated Total Sales = $6.9B)

Hyundai / Kia33%

Ford27%

Renault / Nissan8%

PSA4%

Other28%

Visteon's Sales by Customer(Consolidated Total Sales = $6.9B)

Source: Wolfe Research Accounting & Tax Policy Research; Company filings.


VVIISSTTEEOONN:: SSTTOOCCKK CCHHAARRTTSS

Below is the recent stock trading history for Visteon and Halla Climate Control, which is Visteon’s 70% owned entity that is publicly traded on the Korean Stock Exchange. Stock Price History From 2011 to Present

₩15,000

₩20,000

₩25,000

₩30,000

₩35,000

₩40,000

$25

$35

$45

$55

$65

$75

$85

1/11 5/11 9/11 1/12 5/12 9/12 1/13 5/13

Visteon and Halla Climate Control Stock ChartsVC Halla

$25

$35

$45

$55

$65

$75

$85

1/11 5/11 9/11 1/12 5/12 9/12 1/13 5/13

Visteon

₩15,000

₩20,000

₩25,000

₩30,000

₩35,000

₩40,000

1/11 5/11 9/11 1/12 5/12 9/12 1/13 5/13

Halla Climate Control

Note: Market data through 7/29/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Standard & Poor’s; FactSet.


VVIISSTTEEOONN ((VVCC)):: PPAATTHH TTOO UUNNLLOOCCKKIINNGG SSHHAARREEHHOOLLDDEERR VVAALLUUEE

At its current share price, our analysis suggests that the market is ascribing a material negative value to “core Visteon” (its non-Asia business for which we estimate the implied 2013 EBITDA is approximately $121 million). While the “bears” will argue that this has persisted for quite some time, we believe the situation has moved from a theoretical sum of the parts valuation to a situation under which we believe a series of corporate actions will be initiated over the next 12 months to unlock shareholder value. Perhaps a coincidence, but after the failed tender offer for the public shares not owned in Halla (30%) in August 2012, both Visteon’s CEO and CFO resigned on separate occasions shortly thereafter. As we discuss later, a material part of the company’s new CEO’s compensation is performance based restricted stock that vests upon meeting certain stock price thresholds. Two issues that we believe are underappreciated by the market are the value in the company’s JVs and the company’s tax attributes (e.g., NOLs), both of which depress the company’s current operating cash flow generation because: (i) the JVs currently don’t dividend much cash to their owners so the equity income reported in EBITDA and earnings is not a distributable cash flow (it was recently disclosed that its Yanfeng joint venture held $1 billion in cash and little debt) and (ii) due to an inefficient tax structure, the company pays cash taxes in its Halla business even though the company has a $1.3 billion U.S. federal NOL and $384 million of U.S. foreign tax credits (management guidance is for $130 million in 2013 cash taxes for operations plus $20-$40m additional for the Halla Climate Control transaction). We believe the market is ascribing a low value to the joint ventures due to limited financial disclosure on the JV’s and a low value to the NOLs since the NOLs aren’t currently monetizable given that we believe the U.S. operations are not highly profitable. Another overlooked area in Visteon’s tax attributes is the actions undertaken when it emerged from bankruptcy to step-up the tax basis in Visteon’s Asian business to fair market value (allowing VC to utilize an even larger NOL balance that existed at that time). This suggests to us that the company should not incur a material tax liability on the sale of its joint ventures or other Asia businesses for cash. Finally, the company has complex financial statements with joint venture income and 100% consolidation of its Halla business into the parent Visteon business. Further, Halla reports in Korean GAAP quarterly on a parent-only basis and only annually on a consolidated basis. Therefore, it’s not an easy task to even calculate Halla’s EBITDA and other standalone financial information. There are three sources of embedded asset value at Visteon, in our view:

Halla. There is material asset value in Visteon’s 70% ownership interest in Korean auto parts supplier (mainly to Hyundai) Halla, which trades on the Korean Stock Exchange. Based on a 7/29/13 Halla share price, Visteon’s value in this business approximates $2.2 billion (we don’t tax effect the amount since the company stepped up the tax basis in its Asian holdings to market values when emerging from bankruptcy). We believe the transaction to contribute Visteon’s climate control business to Halla was a tailoring transaction that would make a sale of Halla simpler. The news media has reported that Mando is interested in Halla Climate Control.

Chinese JV’s. VC has 50% ownership interests in a series of Chinese JVs, the largest of which is called Yanfeng, which supplies Chinese OEMs. As we detail on a subsequent page, we ascribe a $1.9 billion value to this business based on what we believe is a reasonable valuation of the business 10.7x our estimate of 2013 equity income (annualized YTD 2013 equity income and Chinese auto supplier comparable companies trade at 10.7x 2013 consensus EPS). Further, we believe the fact that the joint ventures don’t distribute meaningful cash to its partners negatively impacts the valuation of Visteon as investors worry over the black box nature of the Chinese joint ventures after some Chinese accounting scandals over the past few years.


VVIISSTTEEOONN ((VVCC)):: PPAATTHH TTOO UUNNLLOOCCKKIINNGG SSHHAARREEHHOOLLDDEERR VVAALLUUEE ((CCOONNTTIINNUUEEDD))

In the past, there has been interest in the joint venture businesses. Notably, in Summer 2010, as Visteon was in the later stages of emerging from bankruptcy, Johnson Controls made a $1.25 billion bid for VC's joint ventures and interiors and electronics division (the exact assets included in the bid were not disclosed, but the media reported that the Chinese joint ventures comprised a significant portion of the desired assets). Companies where we believe there could be strategic interest in Visteon’s Chinese joint ventures include Johnson Controls, Magna International and China OEM/JV partners (e.g., SAIC).

NOLs. We estimate there is approximately $10 per share in the net present value of tax loss carryforwards (NOLs) using a 10% discount rate. The U.S. NOL and tax credits’ deferred tax asset was $794 million as of 12/31/12 with approximately an additional $450 million outside the U.S. We value the U.S. NOLs on a net present value basis at approximately $500 million (~$10 per share).

TTIIMMEELLIINNEE OOFF RREECCEENNTT CCOORRPPOORRAATTEE AACCTTIIOONNSS

In Fall 2011, Visteon management and the Board hired financial advisors to evaluate possible corporate actions and the company has undertaken a few corporate actions since that time: On October 31, 2011, the company sold a portion of its ownership interests in Duckyang

Industries Co. ("Duckyang") and, therefore, the company's voting interests were reduced from 51% to a non-controlling level. Duckyang was deconsolidated from the company's financial statements effective October 31, 2011. Duckyang reported sales of $514 million for the nine months ended September 30, 2011.

On November 30th, 2011, Visteon announced and signed a non-binding Memorandum of Understanding (Interiors MOU) to sell the majority of its interiors business to its Yanfeng 50% owned joint venture (other partner to the JV is Huayu Automotive Trim Systems). The transaction was cancelled in August 2012. This would have been an important first step in a potential future sale of the overall Chinese joint ventures (e.g., Yanfeng) as Visteon’s interior business is low margin and could be difficult to sell as a standalone asset. However, we still view the sale of the interiors business as part of any possible Chinese joint venture sale.

On August 1st, 2012, completed the sale of its lighting product line to Varroc Group for $92 million in gross proceeds. Visteon held an overall #6 market position in this business and it represented 9% of sales.

On August 2nd, 2012 announced the sale of its R-TEK stake to joint venture partner Kasai Kogyo for $34 million in cash (was a 50% unconsolidated joint venture). Completed in ‘Q3.

Sale-lease back of its corporate headquarters raising approximately $79 million in cash.

Failed Halla tender offer. On July 4, 2012, Visteon announced a tender offer to acquire the 30% of Halla Climate Control Corporation that Visteon did not own. Tender price was KRW 28,500 per share and the offer was contingent upon Visteon receiving 95% ownership of HCC shares. Only approximately 71% of the shares were tendered as it was reported there was opposition from South Korea’s National Pension Service among other shareholders. Bloomberg reported this pension fund would prefer to sell its 8.1% ownership interest to Mando, a manufacturer of brakes and steering systems.


VVIISSTTEEOONN ((VVCC)):: PPAATTHH TTOO UUNNLLOOCCKKIINNGG SSHHAARREEHHOOLLDDEERR VVAALLUUEE ((CCOONNTTIINNUUEEDD))

TTIIMMEELLIINNEE OOFF RREECCEENNTT CCOORRPPOORRAATTEE AACCTTIIOONNSS ((CCOONNTTIINNUUEEDD))

CEO Don Stebbins and CFO Martin Welch resigned in August and October 2012, respectively. Tim Leuliette was named the new CEO and Jeffrey Stafeil was named CFO later in 2012..

In September 2012, Visteon announced it will consolidate its climate business into Halla for $410 million in cash proceeds ($353 million net of taxes, pension funding, etc.). The transaction closed in ‘Q1 2013 and this is an important step in a possible sale of its interest in Halla.

Repurchased $50 million of stock in December 2012 and, on January 14, 2013, announced an additional $200 million share repurchase program (total remaining available of $250 million over next two years). Through May 2013, an additional $125 million (2.2 million shares) repurchased.

PPOOSSSSIIBBLLEE SSTTRRAATTEEGGIICC AACCTTIIOONNSS TTOO UUNNLLOOCCKK VVIISSTTEEOONN’’SS EEMMBBEEDDDDEEDD VVAALLUUEE

We believe a break-up is the best possible course of action for Visteon. Below we summarize possible corporate actions we believe are necessary to further unlock shareholder value. To be sure, there are various other permutations of unlocking value. (1) Sell 70% equity ownership interest in Halla. After the failed tender offer, we believe the best course

of action is to sell the company’s 70% ownership interest in Halla Climate Control. Since our understanding is that Visteon wrote up the tax basis in its Halla equity ownership interest when exiting bankruptcy, we don’t believe there would be a large taxable gain on a sale and existing NOLs would be available to offset any taxable gains on sale. This would leave the remaining entity as the interiors business, Chinese joint ventures and tax NOLs (which reside at the Visteon parent). We believe a spin-off, while potentially possible, may be complicated to execute given the cross border nature and various regulatory requirements (need to file US/IFRS full financial statements for Halla Climate Control).

(2) Sell the Chinese joint ventures along with the remaining business. We believe Visteon could unlock value by monetizing its Chinese joint ventures since the market appears to be ascribing a low multiple to these businesses. Our understanding is that the tax basis of the Chinese joint ventures was written-up to fair market value when the company exited bankruptcy in October 2010 and, therefore, we don’t believe there would be a large taxable gain on a possible sale. Since the interiors business might be more difficult to sell as a standalone entity, we would prefer to see it sold along with the Chinese Joint Ventures. This entity would also include the company’s tax net operating loss carryforwards which a potential profitable buyer could more readily utilize than Visteon (subject to annual use limitations under the tax code). If a sale is not chosen, as an alternative, we would advocate the commencement of material cash distributions from the joint ventures to Visteon, providing a source of funds for potential cash flow distributions to Visteon shareholders.

(3) Sell/Monetize Interiors Business. Visteon’s management has publicly stated a desire to pursue strategic options for its interiors business and, last year, entered into a MOU to sell it to Yanfeng that fell through. We expect that proceeds from any sale would be <$100 million.

(4) Sell the entire company. Our sense is that a sale of all of Visteon would be the easiest to execute, although it’s not clear if any potential buyers would desire all parts of the business. However, in the case of a buyer with U.S. taxable income, it would likely maximize the value of Visteon’s NOL’s since the annual use limitation for NOLs (in a change in control) is based on the acquisition date market cap. of the company and this value would presumably be higher if the entire company were sold rather than in pieces.


VVIISSTTEEOONN ((VVCC)):: IIMMPPLLIIEEDD VVAALLUUAATTIIOONN OOFF ““CCOORREE VVIISSTTEEOONN””

We analyzed Visteon based on an implied “core” Visteon enterprise value to 2013 EBITDA multiple (EBITDA based on management’s 2013 guidance). Under this valuation methodology, we calculate how much an investor is paying for the non-Asia Visteon business based on current trading valuations. As shown in the next exhibit, we calculate a combined current enterprise value of $3.4 billion. This incorporates the company’s net cash, pension underfunding and $500 million of NOL value. Next, we deduct Visteon’s 70% share in the current market value of Halla (not tax effected due to the tax basis step-up coming out of bankruptcy) and a value for the 50% owned Chinese joint ventures. We value the Chinese joint ventures at a multiple of 10.7x their reported 2013 net income, the multiple of which is in line with comparable Chinese auto parts suppliers (Visteon only reports summary financial information for these joint ventures quarterly). The resulting “core Visteon” enterprise value is -$1.2 billion or -$663 million if NOLs are excluded from the analysis. In the second half of the exhibit below, we calculate Visteon’s core 2013 EBITDA. First, we use the mid-point of management’s 2013 consolidated EBITDA guidance or $620 million (note that we do not add back stock compensation as management does). This guidance amount includes equity income and 70% of Halla's EBITDA. We then deduct 70% of Halla's 2013 consolidated consensus EBITDA estimate of $323 million (Visteon’s portion of the $462 million EBITDA based on 70% ownership). Next, we deduct our 2013 equity income estimate of $176 million. This results in $121 million of estimated "core" Visteon EBITDA. Visteon's Implied Core Valuation ($ in millions)

Implied Valuation of "Core" VisteonVisteon Stock Price (as of 7/29/2013) 65.10$ Diluted Shares Outstanding (In millions) 50 Market capitalization 3,240 Add: Total Debt 777 Add: Unfunded Pension Plan (tax effected at 35%) 347 Less: Cash (980) Less: Net Present Value of NOLs (500) Current Enterprise Value 2,884 (Memo: Current EV excluding NOLs) 3,384

Less: Value of 70% Ownership in Halla (as of 7/29/2013) (2,160) Less: Value of Other Joint Ventures (10.7x 2013 equity income) (1,887)

"Core" Visteon Enterprise Value (Negative Value) (1,163) "Core" Visteon Enterprise Value, ex. NOLs (Negative Value) (663)

"Core" Visteon EBITDAConsolidated 2013 EBITDA Management Guidance: Mid-Point 620 Less: Halla 2013E EBITDA (70% of 2013E Halla consensus of $462 million)(1) (323) Less: WR Estimates: 2013 Equity Income of Other JVs (YTD '13 Annualized) (176) Implied "Core" Visteon 2013 Estimated EBITDA: WR estimates 121

EV / "Core" Estimated Visteon EBITDA -9.6x (1) Based on S&P estimates for consolidated Halla Climate Control EBITDA as of 7/29/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor’s.


VVIISSTTEEOONN VVAALLUUAATTIIOONN:: BBRREEAAKK‐‐UUPP VVAALLUUEE IINNCCRREEAASSEESS TTOO $$9933‐‐$$111122 AASS CCHHIINNAA MMUULLTTIIPPLLEE EEXXPPAANNDDSS

The range of our Visteon break-up analysis has increased since our January 18, 2013 quarterly corporate actions report due to a two multiple point increase in the Chinese auto comparable companies. In our prior report, we used the 8.9x median multiple of Chinese auto parts suppliers. Since that time, the overall Chinese market and, in particular, Chinese auto parts suppliers’ P/E multiples have increased. Based on the prior discussion of possible corporate actions for Visteon, below is our break-up analysis under two scenarios. In the first scenario, we assume the Halla interest is sold at the current market prices, Chinese joint ventures are sold at 10.7x equity earnings and the remaining core business is valued at 2x estimated core 2013 EBITDA of $121 million. In Scenario 2, we assume the Halla interest is sold at a 20% premium to current market prices, the joint ventures are sold at a 20% premium to our 10.7x 2013 equity earnings and the remaining core Visteon business is sold at 3x estimated 2013 “core” EBITDA of $121 million. Under both scenarios, we assume ~$10 per share for ($500 million) the net present value of tax NOLs and subtract $3 per share for net debt (including the unfunded pension). Visteon Break Up Analysis ($ in millions)

Scenario 1 Scenario 2Sale of Halla at 7/29/2013 Market Price and 20% Premium to Market Price $43 $52Sale of Chinese Joint Ventures at 10.7x 2013 Equity Earnings and 20% premium 38 46 Total WR Estimates of Halla and Chinese JV Value per share $81 $98Core Visteon Business at 2x and 3x $121 million estimated 'core' 2013 EBITDA 5 7 Subtotal $86 $105 Less: Net Debt (including unfunded pension) at 3/31/13 3 3 Total Estimated Sum of Parts Break-Up Value $83 $102WR Estimated Value of U.S. Federal NOL Carryforwards ($500 million) 10 10 Total Estimated Sum of Parts Break-Up Value Including NOL Value $93 $112

Per Visteon Share

Source: Wolfe Research Accounting & Tax Policy Research; Bloomberg. Company filings. Data as of 7/29/2013.

VVIISSTTEEOONN VVAALLUUAATTIIOONN

Below is management’s 2013 guidance and current enterprise value to EBITDA multiples. Management Guidance and Current Trading Valuation ($ in millions)

Trading Valuations Based on Assumed Sales/Margins

Mgmt. Guidance($ in millions) 2013 (mid-point) RangeSales 7,400 7,300 - 7,500Implied EBITDA Margin % 8.4%EBITDA 620 600 - 640Free Cash Flow Adjusted 125 100 - 150Current Enterprise Value 2,884 EV / 2013 EBITDA (mid-point of mgmt. guidance) 4.7xEV / 2013 EBITDA (w/o any credit given to NOLs) 5.5x

EV / 2013E Consensus EBITDA: Median U.S. Auto Supplier Comparables 6.4x Note: Market data as of 7/29/2013. We do not exclude $20 million of stock based compensation from EBITDA as management does in published guidance.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor’s.


VVIISSTTEEOONN VVAALLUUAATTIIOONN ((CCOONNTTIINNUUEEDD))

VVIISSTTEEOONN:: HHAALLLLAA AANNDD CCHHIINNEESSEE JJOOIINNTT VVEENNTTUURREESS

Below we ascribe a value to Visteon’s Yanfeng equity ownership interest (50%) and other Chinese joint ventures. We value these joint ventures using an 10.7x multiple to annualized YTD 2013 net income. The 10.7x multiple is in line with the 2013 consensus median 10.7x P/E of Chinese auto supplier comparable companies. Separately, we calculate Visteon's current equity ownership interest in Halla based on its current share price (trading on the Korean Stock Exchange) on 7/29/13 or $2.2 billion. Estimated Value of Visteon’s Halla Equity Interest and Chinese Joint Ventures ($ in millions)

Halla: Current Market ValuationShare price (018880 KS) (as of 7/29/2013) 32,150 x shares outstanding 107Equity Market Capitalization (Korean Won) 3,433,620 Divided by: USD/KRW Exchange Rate 1,113Equity Market Capitalization (USD) 3,086$ 70% Visteon Ownership 2,160$

Value of Chinese Joint Ventures (Yanfeng & Others)

YTD 2013 Equity Income Annualized 176P/E multiple (based on median Chinese auto supplier comparables) 10.7xValue of Visteon's 50% Joint Ventures 1,887


Below is our list of comparable Chinese auto related companies from which we derived our median P/E multiple used in our valuation of Visteon’s Chinese joint ventures. Visteon: Yanfeng Comparable Companies (in millions)

Consensus EPSCompany USD Market Cap. Ticker 2013E 2014E 2013E PE 2014E PEBeiqi Fonton 2,294 600166-CN 0.47 0.50 10.7 9.9China Automotive 6,012 1114-HK 0.74 0.89 12.5 10.4Dongfeng 11,840 489-HK 1.44 1.55 7.4 6.9Faw Car 3,188 000800-CN 0.81 1.19 14.8 10.1Fuyao Group Glass Industries 2,327 600660-CN 0.89 1.02 8.0 7.0Lingyun Industrial Corp. 353 600480-CN NA NA NA NAMinth 1,901 425-HK 1.12 1.27 12.1 10.7SAIC Motor Corp. 21,613 600104-CN 2.05 2.27 5.9 5.3Shanghai Jiao Yun Co. 530 600676-CN NA NA NA NA

Mean P/E 10.2 8.6

Median P/E 10.7 9.9 Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor's. Data as of 7/29/2013.


VVIISSTTEEOONN VVAALLUUAATTIIOONN ((CCOONNTTIINNUUEEDD))

VVIISSTTEEOONN’’SS CCAAPPIITTAALL SSTTRRUUCCTTUURREE

Below is a summary of Visteon’s current cash and debt balances. Overall, the company is in a net debt position and the pension risk is manageable, in our view (OPEB was eliminated in bankruptcy). The company expects to contribute $33 million to its pension plan in 2013 (of which only $3 million is for US plans). Visteon: Capital Structure as of 3/31/13 ($ in millions)

Capital Structure3/31/2013

Cash (non-restricted) 980 DebtShort-term debt 99 6.75% Senior Notes due 4/15/19 446 HVCC USD term loan due 5/30/16 100 HVCC KRW term loan due 5/30/16 90 Other 42 Total Debt 777 Net Cash (ex. pension) 203

Pension / OPEB deficit 534

Gross Debt + Pension/ '13 EBITDA Guidance 2.0x

2013 2014 2015 2016 2017 2018+Debt Maturities as of 12/31/12: 96 3 7 3 15 445

Note: Debt maturity schedule does not reflect new $190 million HVCC term loans entered into in January 2013, maturing in 2016.


TTAAXX NNEETT OOPPEERRAATTIINNGG LLOOSSSSEESS

Below is Visteon’s NOL position as of 12/31/12. Visteon: NOL Position as of 12/31/12 ($ in millions)

Tax Attribute Position ($ in millions)Assumed Tax-Effected Annual Use

Amount Tax Rate Amount LimitationNon- U.S. NOL 1,500 30% 450 Not likelyU.S. Federal NOL 1,300 35% 455 120 U.S. Foreign Tax Credit Carryforwards 384 NA 320 YesState NOLs NA 24 Unknown

Total Undiscounted NOLs/Tax Credits 3,184 1,249

(not included is a $82 million deferred tax asset for "capitalized expenditures for tax reporting" that is a future tax shield as well)



VVIISSTTEEOONN ((CCOONNTTIINNUUEEDD))

VVIISSTTEEOONN MMAANNAAGGEEMMEENNTT CCHHAANNGGEE:: NNEEWW CCEEOO BBIIOO

After Donald Stebbins stepped down as CEO in August 2012, the company named Tim Leuliette as Visteon’s new CEO and President. His bio is below. As shown in an excerpt in the exhibit on the next page, we read through his new employment agreement and find a material portion of his compensation to be performance based restricted stock under which he will receive Visteon shares if certain stock price thresholds are met by 12/31/15. If the stock reaches $70 or more over a 20 day average period, he would receive 345,914 shares of stock (~$24 million at a $70 share price). Visteon: CEO Bio.

Tim Leuliette, 62, has been a director of Visteon since October 1, 2010 when it emerged from bankruptcy. From October 14, 2010 until his appointment as Interim Chairman of the Board, Interim Chief Executive Officer and Interim President of the Company, Mr. Leuliette was the Senior Managing Director of FINNEA Group, LLC, an investment and financial services firm. Until 2010, he served as president and chief executive officer of automotive supplier DURA Automotive, leading that company to a successful recapitalization and sale after its emergence from restructuring. Mr. Leuliette also served as a Managing Director of Patriarch Partners LLC, the majority stockholder of Dura. Prior to DURA, he was co‐chairman and co‐CEO of Asahi Tec Corp., a Japanese publicly traded manufacturer of automotive parts, after the company acquired Metaldyne Corp., a company he co‐founded and where he served as chairman, CEO and president. Prior to that, he was president and chief operating officer of Penske Corp., and he is a past chairman of the board of the Detroit Branch of The Federal Reserve Bank of Chicago. He holds an MBA with distinction as well as a degree in mechanical engineering with distinction from the University of Michigan. As a member of Visteon's board before his appointment as interim CEO and chairman, he chaired the organization and compensation committee and served as a member of the audit committee and the finance and corporate strategy committee.



VVIISSTTEEOONN:: NNEEWW CCEEOO’’SS IINNCCEENNTTIIVVEESS AALLIIGGNNEEDD WWIITTHH SSHHAARREEHHOOLLDDEERRSS

Visteon: Excerpt from Performance Stock Grant Agreement for New CEO Tim Leuliette ($ in millions) [emphasis added]

1. Grant of Performance Stock Units, Target Award.

(a) The Company hereby grants to the Participant 345,914 Performance Stock Units, effective as of September 30, 2012 (the “Grant Date”) and subject to the restrictions set forth in this Agreement. The Performance Stock Units represent a target number of shares of the Company’s common stock (“Stock”) to be paid (the “Target Award”) if “Total Shareholder Return” (as defined below, “TSR”) equals or exceeds $70.00. The actual number of shares of Stock to be transferred to the Participant, if any (the “Final Award”), may be less (but not more) than the Target Award, depending on whether and where TSR falls within the range of $53.50 to $70.00 and upon satisfaction of the conditions to vesting set forth below in this Agreement. In the event of certain corporate transactions, the number of Performance Stock Units covered by this Agreement may be adjusted by the Committee as further described in Section 13 of the Plan.

(b) For purposes of this Agreement, the “Performance Period” means the period from the Grant Date through December 31, 2015.

(c) For purposes of this Agreement, “Total Shareholder Return” (or “TSR”) means the higher of:

(i) the “Highest 20‐day Average Closing Price” (as defined below) plus the value of cash dividends paid on a single share of Stock from the Grant Date through the last day of the 20‐day period in which the Highest 20‐day Average Closing Price was achieved, or

(ii) the “Terminal 20‐day Average Closing Price” (as defined below) plus the value of cash dividends paid on a single share of Stock from the Grant Date through the last day of the Performance Period.

(d) For purposes of this Agreement, “Highest 20‐day Average Closing Price” means the average closing price of a single share of Stock for that period of 20 consecutive trading days, all of which fall within the Performance Period, during which that 20‐day average closing price is higher than any other period of 20 consecutive trading days, all of which fall within the Performance Period.

(e) For purposes of this Agreement, “Terminal 20‐day Average Closing Price” means the average closing price of a single share of Stock for that period of 20 consecutive trading days, the last of which is the last trading day occurring during the Performance Period.

2. TSR Achievement, Percentage Earned, Vesting, Effect of Change in Control.

(a) The Participant’s rights to the Target Award will be based on the Participant’s continued employment and the extent to which TSR is achieved. Unless and until TSR of at least $53.50 is achieved, the Participant will have no right to any portion of the Target Award. If and when TSR of at least $53.50 is achieved, 33% of the Performance Stock Units making up the Target Award will be “Earned” (meaning available for potential vesting). Upon achievement of TSR above $53.50, the percentage of the Target Award Earned will be determined as follows (with straight‐line interpolation if TSR achievement is between $53.50 and $64.00 or between $64.00 and $70.00):

TSR Achievement

% of Target Award Earned

$70.00 (or more) 100 % $64.00 67 % $53.50 33 % <$53.50 0 %

(b) If the Participant remains in the employ of the Company through December 31, 2015, the percentage of the Target Award Earned through that date will vest on that date.

(c) If a Change in Control (as defined in Paragraph 3(e) of this Agreement) occurs before the termination of the Participant’s employment with the Company and before December 31, 2015, (x) the Performance Period will be deemed to have been terminated immediately before the Change in Control, and (y) the Performance Stock Units Earned as of the date of the Change in Control will be converted into time vesting Restricted Stock Units that will vest on December 31, 2015 if the Participant remains in the employ of the Company through that date (the “Converted Restricted Stock Units”) and, in addition, the following rules will apply:

(i) If the Converted Restricted Stock Units are not assumed, converted or replaced by the acquirer or other continuing entity, the Converted Restricted Stock Units will become fully vested immediately before the Change in Control (and any remainder of the Target Award will be forfeited).

(ii) If (A) the Converted Restricted Stock Units are assumed, converted or replaced by the acquirer or other continuing entity and (B) the Participant’s employment is terminated within 24 months following the Change in Control, either (x) by the Company without Cause (other than by reason of death or disability), or (y) by the Participant for Good Reason, the Converted Restricted Stock Units will become fully vested immediately upon the termination of the Participant’s employment (and any remainder of the Target Award will be forfeited).

(iii) If (A) the Converted Restricted Stock Units are assumed, converted or replaced by the acquirer or other continuing entity and (B) the Participant’s employment continues beyond the date that is 24 months after the Change in Control, the Converted Restricted Stock Units will vest, if at all, in accordance with Paragraph 2(b), subject to Paragraph 3.



LLIIBBEERRTTYY MMEEDDIIAA ((LLMMCCAA)) UUPPDDAATTEE:: UUNNLLOOCCKKIINNGG VVAALLUUEE BBUUTT FFAAIIRRLLYY VVAALLUUEEDD

In our May 31st, 2012 quarterly Corporate Actions report, we profiled Liberty Media (LMCA: $17.7 billion market cap.) as an interesting investment opportunity as we believed the company was about to embark on strategic activities to increase shareholder value, particularly with Sirius XM Radio. Since that time, Liberty has increased its ownership interest in Sirius XM Radio to 53% (a precursor to doing a transaction) and completed the spin-off of its Starz business. The Starz spin-off and other smaller transactions leave Liberty with significant liquidity to make other strategic investments. After material share price appreciation over the past six months and trading at a 3% discount to our net asset value calculation, we currently find the shares fairly valued. However, the company is likely to further embark on strategic actions during 2013-4 that may be other catalysts for the share price (distribute

Sirius to shareholders, redeploy cash balance [$1.7 billion as of 3/31/2013, but could exceed $3 to $4 billion upon Sirius strategic activities]). In fact, in May, Liberty purchased a $2.6 billion stake (~27%) in Charter Communications (CHTR) using $1.2 billion in cash and the remainder on margin loan arrangements using Sirius, Charter and Live Nation shares. By way of background, Liberty Media owns a collection of assets and various equity ownership stakes. It also has a “sister” company Liberty Interactive (LINTA), which owns another set of assets. LINTA has recently witnessed change, too, through the creation of two tracker stocks.


LLIIBBEERRTTYY MMEEDDIIAA ((LLMMCCAA)):: NNEETT AASSSSEETT VVAALLUUEE CCAALLCCUULLAATTIIOONN

Below is our calculation of Liberty Media’s net asset value using current prices of publicly traded investments and a valuation for the other consolidated investments. The shares of Liberty Media trade at a 3% discount to our current net asset value calculation and, as such, this is too narrow of a discount to find the shares an interesting investment opportunity. Liberty Media: Calculation of Current Net Asset Value ($ in millions)

Shares 7/31/2013 WR Estimated Value per

Consolidated Investments Ticker Ownership Owned Stock Price Value LMCA Share

Atlanta Braves 100% 500 4.06

Sirius XM SIRI 52% 3,319 3.74 12,412 100.81

True Position 100% 225 1.83

Other 200 1.62

Shares 7/31/2013 Fair Market Value per

Equity Investments Ownership Owned Stock Price Value LMCA Share

Charter Communications CHTR 27% 26.9 125.74 3,386 27.50

Live Nation LYV 27% 52 16.38 849 6.90

Live Nation debt securities 24 0.19

Sirius XM Canada TSX:XSR 38% 47 7.22 339 2.76

Less than 20% Owned Investments

AOL AOL 1% 0.8 36.84 29

Barnes and Noble BKS 17% 12.0 17.85 214

CenturyLink CTL 1% 1.8 35.85 64

Crown Media Holdings CRWN 3% 10.8 2.97 32

Time Warner Cable TWC 1% 2.4 114.07 270

Time Warner TWX 1% 4.4 62.26 276

Viacom VIAB 1% 3.5 72.77 257

Other securities 167

1,308 10.63

Implied Valuation

LMCA Share Price 143.73$

Fully Diluted Shares Outstanding 123

LMCA Market Capitalization 17,697

Per Share

Less: Cash and equivalents ex. Sirius as of 3/31/13 1,693 13.75

Plus: Non Sirius Debt as of 3/31/13 10 (0.08)

Less: Estimated market value of consolidated investments ex. Sirius 925 7.51

Less: Fair market value of Sirius XM shares (7/24/13) 12,412 100.81

Less: Estimated value of equity method investments 4,599 37.35

Plus: Cash & margin loan arrangements for May Charter purchase (1) 2,600 (21.12)

Less: Market value of less than 20% owned investments 1,308 10.63

Equals: Implied Premium (Discount) (631)

Net Asset Value per Share 148.86$

Premium (Discount) % to Market Capitalization ‐3% 5.13$

Current Share Price 143.73$

(1) In May, Liberty Media purchased a 27% stake in Charter Comm. for $2.6B using $1.2B of cash on hand and margin loan arrangements on Charter, Sirius and Live Nation shares.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor’s; Bloomberg.


RREEIITT CCOONNVVEERRSSIIOONNSS:: RREEGGUULLAATTOORRYY RRIISSKK HHIIGGHHEERR IINN 22001133

The conversion of “C-Corporations” into real estate investment trusts (REITS) is a corporate action where we’ve witnessed increased activity over the past 12 months. We remain cautious on this investment theme due to what we believe will be heightened policy risk in 2013 and our sense that it is an overcrowded trade idea. Recently, the IRS formed an internal REIT working group in order to study what is currently defined as real estate for REIT qualification purposes and whether any changes should be made to the rules. Below is a list of recent announced and completed REIT conversions. We expect more companies to pursue this structure insofar as the IRS allows the underlying assets in a REIT structure. For tax reasons, generally, a REIT conversion will occur at the beginning of the year. REIT Conversion Transactions ($ in millions)

Pending REIT Conversion Transactions

Company Ticker

Market

Cap. Sector Transaction description / details

Crown Castle CCI 21,332 Telecomm. Exploring REIT conversion ‐ after usage of NOLs

Equinix EQIX 9,069 Info. Tech REIT conversion in progress ‐ 1/1/2015 targeted

Iron Mountain IRM 5,310 Industrials REIT conversion in progress ‐ 1/1/2014 targeted

Penn National Gaming PENN 3,865 Consumer Disc. Spin‐off of real estate assets into separate co. in 2013 which will elect REIT status in 2014

Lamar Advertising LAMR 4,142 Consumer Disc. Exploring REIT conversion ‐ 1/1/2014 targeted

CBS Outdoor Americas Segment NA Consumer Disc. CBS will convert Outdoor Americas (Billboards) business to REIT. Targeting 2014

Completed REIT Conversion Transactions

Company Ticker Market Cap. Conversion Date

Conversion to

Date Stock

Return

Corrections Corp CXW 3,851 2/7/2013 5%

CyrusOne CONE 459 1/18/2013 ‐2%

GEO Group GEO 2,537 1/1/2013 29%

Ryman Hospitality Properties RHP 1,948 1/1/2013 0%

WP Carey WPC 4,837 10/1/2012 50%

Note: Market data through and as of 7/29/2013.



RREEIITT CCOONNVVEERRSSIIOONNSS:: HHIISSTTOORRIICCAALL SSTTOOCCKK RREETTUURRNNSS

Below are companies converting to REITS over the last 12 years and the subsequent absolute and relative stock returns after the REIT conversion. It’s difficult to draw meaningful conclusions given the small sample size and industry group of the underlying companies (timber, towers, financial, etc.). Historical REIT Conversion Transactions

Effective Date CompanyStock Return

Relative Return

Stock Return

Relative Return

Stock Return

Relative Return

Stock Return

Relative Return

Stock Return

Relative Return

7/1/1999 Plum Creek Timber (MLP conversion) -5% -2% -7% 1% -16% -22% -5% -10% 5% 14%12/2/2003 Catellus Development Corp 3% -2% 13% 4% 5% -1% 39% 26% NA NA1/2/2004 Rayonier Inc -5% -7% 6% 3% 10% 6% 23% 13% 61% 42%

9/27/2004 Saxon Capital Inc/Old -12% -14% 10% 0% -18% -25% -40% -52% -12% -36%10/1/2004 New Century Financial Corp -11% -11% 4% -4% -24% -29% -36% -46% -14% -35%1/3/2006 Potlatch Corp -2% -2% 15% 13% 6% 5% 26% 12% 45% 22%1/3/2006 Longview Fibre Co -9% -9% 25% 22% 34% 33% 58% 44% NA NA1/1/2010 Weyerhaeuser Co -7% -4% 6% 0% -18% -12% 18% 3% 19% 1%

11/15/2010 Sabra Health Care REIT (spin-off) 7% 4% 12% 0% 3% -10% -33% -38% 51% 28%1/3/2012 American Tower Corp 8% 4% 9% -3% 20% 12% 31% 18% NA NA

10/1/2012 WP Carey 14% 16% 9% 11% 43% 34% NA NA NA NA1/2/2013 Ryman Hospitality 6% 2% 17% 9% 0% -12% NA NA NA NA1/2/2013 GEO Group 14% 11% 31% 23% 23% 11% NA NA NA NA

1/18/2013 CyrusOne 6% 3% 14% 10% 4% -10% NA NA NA NA2/7/2013 Corrections Corp. -3% -6% 18% 10% NA NA NA NA NA NA

Average 0.1% -1.2% 12.1% 6.5% 5.1% -1.4% 8.1% -3.1% 22.2% 5.5%Median -1.7% -1.6% 11.8% 4.0% 4.6% -5.3% 20.6% 7.3% 18.6% 14.4%

1 month 3 months 6 months 2 years1 year

Note: Relative returns vs. S&P 500 Index benchmark.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings. Market data through 7/29/2013.


1133DD FFIILLIINNGGSS

We track 13D filings as a means of identifying potential shareholder activism situations. Below we highlight 13D filings occurring in the last year, along with other disclosed situations from known activist investors. Recent 13D Filings or Other Potential Shareholder Advocate Situations ($ in millions) [sorted by market cap.]

Company Ticker

Market

Cap.

2013E

PE Sector Investor (Stake disclosed) Notes / Other Info

PepsiCo PEP 131,258 19.5 Cons. Staples Trian (<1%) Proposes MDLZ purchase; beverage sep.

Mondelez MDLZ 55,407 20.4 Cons. Staples Trian (<2.3%) NA

HewlettPackard HPQ 49,718 7.2 Information Tech. Relational (1.8%) Generic language (1)

Illinois Tool Works ITW 32,409 17.0 Industrials Relational (2.2%) Generic language (1)

Valeant VRX 30,730 15.5 Healthcare ValueAct (5.3%) Generic language (1)

Hess HES 24,784 11.2 Energy Elliott Management (4.5%) Corporate structure

Dell DELL 22,583 12.9 Information Tech. Icahn (9%) Alternative privatization offer

Air Products & Chemicals APD 22,141 19.2 Materials Pershing (9.8%) Generic language (1)

Ingersoll Rand IR 17,784 16.9 Industrials Relational (3.1%) Generic language (1)

Transocean RIG 16,972 10.9 Energy Icahn (5.6%) Special divi. Directors nomination

Netflix NFLX 14,363 165.5 Cons. Disc. Icahn (9.9%) Generic language (1)

Agrium AGU 13,322 9.6 Materials Jana (7.5%) Strategy, corporate governance

ADT ADT 9,209 23.4 Industrials Corvex (5.1%) Strategy, capital allocation

Tim Horton's THI 9,109 NA Cons. Disc. Scout (5.5%) Generic language (1)

Ashland ASH 6,845 13.1 Materials Jana Partners (7.4%) Generic language (1)

Herbalife HLF 6,188 12.6 Cons. Staples Icahn (16.5%) Generic language (1)

Nuance Communications NUAN 5,853 13.2 Information Tech. Icahn (10.7%) 13G filing (non‐activist)

Lear LEA 5,531 12.2 Cons. Disc. Marcato/Oskie (6.1%) Capital allocation

Timken TKR 5,446 15.1 Industrials Relational (6.9%) Strategy, corp. structure, cap. allocation

Oil States Int'l OIS 5,328 13.9 Energy Jana (9.1%) Corporate structure

Rockwood Holdings ROC 5,213 20.6 Materials Atlantic Investment (3.3%) Generic language (1)

TW Telecom TWTC 4,656 60.5 Telecomm. Corvex (5.8%) Strategy, corporate governance

Smthfield Foods SFD 4,620 13.4 Cons. Staples Starboard Value (5.7%) Corp. structure, M&A strategy

Nabors Industries NBR 4,472 17.7 Energy Pamplona (8.7%) Strategy, corporate governance

Legg Mason LM 4,312 16.3 Financials Gamco (5.3%) Generic language (1)

MSCI MSCI 4,216 16.4 Financials ValueAct (5.1%) Generic language (1)

WPX Energy WPX 3,816 NA Energy Taconic Capital (6.4%) Generic language (1)

Gardner Denver GDI 3,742 14.5 Industrials Gamco (5.7%) Generic language (1)

Micros Systems MCRS 3,720 19.7 Information Tech. ValueAct (7.5%) Generic language (1)

Health Management HMA 3,449 17.3 Healthcare Glenview Capital (14.6%) Amend poison pill; Change in Board

Sotheby's BID 2,985 22.6 Cons. Disc. Macato Capital (6.6%) Generic language (1)

Navistar NAV 2,711 NA Industrials Icahn (16.6%) Strategy, corporate governance

CommonWealth REIT CWH 2,703 8.4 Financials Corvex (8.6%), Perry Corp. (5.5%) Corporate governance / unlocking value

SandRidge Energy SD 2,603 NA Energy TPG‐Axon (7.3%) General, directors nomination

SandRidge Energy SD 2,603 NA Energy Mount Kellett (5.1%) Generic language (1)

Alere ALR 2,449 13.5 Healthcare Coppersmith (2.4%) New strategy, divestments, cap. allocation

Compuware CPWR 2,412 23.1 Information Tech. Elliott Associates (8.8%) Generic language (1)

Lexmark LXK 2,356 9.5 Information Tech. BlueMountain (5.6%) Generic language (1)

Federal Mogul FDML 2,303 13.7 Consumer Disc. Gamco (5.0%) Generic language (1) (Co. 80% Icahn owned)

UTI Worldwide UTIW 1,708 35.3 Industrials P2 Capital (10.8%) Generic language (1)

Mueller Industries MLI 1,549 15.2 Industrials Gamco (4.8%) Generic language (1)

Vivus Inc. VVUS 1,491 NA Healthcare First Manhattan (9.1%) Director nomination process

Vivius Inc. VVUS 1,491 NA Healthcare QVT (9.5%), First Man. (9.9%) Corporate governance

DineEquity DIN 1,334 16.8 Cons. Disc. Scout Capital (6.6%) Generic language (1)

Companies with market cap. >$500 million. Excludes 13D filings for mergers and non-institutional investors. Market data as of 7/29/2013. (1) Reason for transaction noted as attractive investment opportunity with no specific agenda outlined.

Source: Wolfe Research Accounting & Tax Policy Research; Bloomberg; Company filings; FactSet; Standard & Poor’s.


1133DD FFIILLIINNGGSS ((CCOONNTTIINNUUEEDD))

The prior exhibit is continued below. Recent 13D Filings or Other Potential Shareholder Advocate Situations ($ in millions) (continued) [sorted by market cap.]

Company Ticker

Market

Cap.

2013E

PE Sector Investor (Stake disclosed) Notes / Other Info

Triquint Semiconductor TQNT 1,326 NA Information Tech. Starboard (9.4%) Generic language (1)

Brink's BCO 1,270 13.9 Industrials Gamco (6.5%) Generic language (1)

Office Depot ODP 1,256 427.0 Cons. Disc. Starboard Value (15%) Strategic / operational

Stewart Enterprises STEI 1,122 23.9 Cons. Disc. Gamco (5.1%) Generic language (1)

Graftech Int'l GTI 1,016 34.5 Industrials Gamco (5.2%) Generic language (1)

Calgon Carbon CCC 976 20.8 Materials Starboard (9.4%) Board composition

Encore Capital ECPG 922 10.3 Financials Red Mountain (5.3%) Generic language (1)

Tellabs TLAB 772 NA Information Tech. Third Ave. Mgmt. (10%) Generic language (1)

Emulex ELX 750 11.6 Information Tech. Starboard Value (7%) Generic language (1)

Emulex ELX 750 11.6 Information Tech. Altai Capital (7%) Seek co. sale or board overhaul

Emulex ELX 750 11.6 Information Tech. Elliot Associates (9.9%) Board / committee constituents

Forrester Research FORR 721 41.4 Information Tech. P2 Capital (8.8%) Generic language (1)

ICF International ICFI 662 16.3 Industrials Sagard (7.8%) Generic language (1)

Myers Industries MYE 659 17.4 Materials Gamco (15.7%) Various

Blount International BLT 644 13.4 Industrials P2 Capital (10.2%) Generic language (1)

Resolute Energy REN 634 204.5 Energy Sageview Capital (6.1%) Generic language (1)

Greenbrier Cos. GBX 617 11.7 Industrials Icahn (3.4%) Generic language (1)

Triple‐S Management GTS 614 10.8 Healthcare Accipter (9.7%) Generic language (1)

Hemisphere Media HMTV 600 60.3 Cons. Disc. Hawkeye Capital (17.3%) Generic language (1)

American Greetings AM 557 9.5 Cons. Disc. Towerview (6.2%) Alternative to MBO

Chiquita Brands CQB 552 24.6 Cons. Staples Skagen (4.9%) Generic language (1)

Intralinks IL 517 80.3 Information Tech. Altai Capital (6.4%) Generic language (1)

AeroVironment AVAV 499 56.0 Industrials Engaged Capital (5.1%) Various value creation initiatives

Gray Television GTN 447 25.1 Cons. Disc. Harvey Sandler (8.1%) Generic language (1)

Fisher Communications FSCI 363 33.6 Cons. Disc. Gamco (28.7%) General, directors nomination

Bravo Brio BBRG 327 18.6 Cons. Disc. Red Mountain (5.8%) Generic language (1)

Pacer International PACR 220 22.1 Industrials Becker Drapkin (6.8%) Generic language (1)

Companies with market cap. >$500 million. Excludes 13D filings for mergers and non-institutional investors. Market data as of 7/29/2013. (1) Reason for transaction noted as attractive investment opportunity with no specific agenda outlined.



Spin‐Offs


SSPPIINN‐‐OOFFFFSS:: OOVVEERRVVIIEEWW

We monitor spin-offs as an investment theme as they have historically generated alpha. Below we present trends in spin-offs completed since 1993 by number and sector. In the Appendix of this report, we present the detailed historical share price return analysis for spin-offs. Completed spin-off activity has rebounded from near a record low in 2010 and, currently, there is a near record backlog of announced spin-offs. Our universe includes spin-offs of U.S. companies with a market capitalization of at least $25 million on the spin-off date. Historically, consumer discretionary and technology sector companies have been most common companies spun-off. 1993 – 2013 YTD Spin-offs Completed

0

5

10

15

20

25

30

93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13

Completed Spin‐offs by Year1993‐2013 YTD


1993 – 2013 YTD Spin-offs Completed By Sector

0 20 40 60 80

Utilities (3)

Telecom. (8)

Cons. Staples (19)

Energy (21)

Materials (26)

Healthcare (26)

Financials (34)

Industrials (37)

Info. Tech. (55)

Cons. Disc. (72)

No. of Spin‐off Cos.

Completed Spin‐offs by Sector1993‐2013 YTD



SSPPIINN‐‐OOFFFFSS RREETTUURRNNSS AANNAALLYYSSIISS:: SSUUMMMMAARRYY

Our detailed spin-off return study results are in the Appendix of this report and we summarize the results below. We have reviewed spin-offs occurring since 1993 (20 years) to assess how both the parent and spun-off company stocks performed and have developed an investment strategy based on this analysis. Our universe includes U.S. companies where the spun-off company had an initial market capitalization of at least $25 million. The sample size of the return study included 293 spin-off transactions (through December 2012). In turn, we measured the company’s total return (share price + dividend) on both an absolute and relative basis for various timeframes prior and subsequent to the spin-off’s effective date. Our relative return statistics are based on the total return of the company vs. its S&P 1500 sector (equal-weighted). The investing strategy for spin-offs is to purchase the parent company’s shares 4 to 6 months prior to the spin-off, sell them on the spin-off date, and hold onto spun-off companies with a market capitalization of less than $5 billion on the spin-off date (keeping in mind that spun-off companies have historically underperformed in the first month after the spin-off). Conclusions from Historical Spin-off Analysis:

Spun-off companies provided an average total return of 19% and relative total return of 11% in the one-year period after the spin-off. Volatility of returns, as measured by standard deviation, was high. The “hit rate” (percent of companies achieving positive returns) was 56% and 52% on an absolute and relative return basis, respectively.

First several months provide an opportunity to buy? Spun-off companies performed poorly in the 1 and 3 month periods after the spin-off, with negative to flat average absolute and relative returns in the first month and flat average and relative returns in the 3 months subsequent to the spin-off date. Hit rates were below 50% on a relative basis.

The spin-off anomaly persists, but may be weakening. The strategy of buying spun-off companies has certainly become more main stream. We shortened our historical time horizon to only include spin-off companies in the 2006-2012 timeframe and noted the average relative share price return of 5.7%. Even more recently, the 2009-2012 spin-off companies have an average relative share price return of 0.1%. This compares to an overall 10.9% average relative share price return from 1994-2012.

Attractive potential takeover candidates? There have been 32% of spun-off companies subsequently acquired 5 years after the spin-off, on average. As a recent example, Google announced its purchase of Motorola Mobility just 8 months after the spin-off.

Spin-off Company Metrics:

Market cap. size is important. Smaller market cap. spin-offs (<$5 billion) generated the highest stock returns on both an absolute and relative basis. Large capitalization spin-offs (greater than or equal to $5 billion market cap.) provided the worst post spin-off returns with negative absolute and relative median share price returns.

Sector is important. Spin-off companies in the industrials and materials sectors performed the best, on average. Spin-off companies in the financials and energy performed the worst historically.

Transaction type is important. Carve-out transactions performed poorly (e.g., spin-offs that took place after a portion of company was sold in an initial public offering).


SSPPIINN‐‐OOFFFFSS RREETTUURRNNSS AANNAALLYYSSIISS:: SSUUMMMMAARRYY ((CCOONNTTIINNUUEEDD))

Conclusions from Analysis of Historical Parent Company Share Price Performance:

Parent companies performed well in the months leading up to the spin-off. Our analysis finds that the parent company share price outperformed its sector in the 1, 3, 6, and 9 month periods prior to the spin-off, on average.

Parent companies performed poorly post-spin-off. Parent company stocks have not historically performed well in the 1, 3, 6, and 9 months and 1, 3, and 5 year periods after the spin-off. While there were average positive returns on an absolute basis, there were marginally positive to negative average and median relative returns with low hit rates.


RREECCEENNTTLLYY CCOOMMPPLLEETTEEDD SSPPIINN‐‐OOFFFFSS ‐‐ UU..SS..

Below, we list the 2011 through 2013 YTD completed U.S. spin-off transactions. 2011-2013 YTD Completed Spin-offs – U.S. Companies ($ in millions)

Current Spin‐off Parent Co.

Spin Co. to Date to Date

Spin‐Off Market Stock Parent Stock

Spun‐Off Company Ticker Date Cap. Return Parent Company Ticker Return

Straight Path Comm. STRP 8/1/13 70 0% IDT Corp IDT 0%

News Corp. NWSA 6/28/13 9,239 4% 21st Century Fox FOXA 4%

Mallinckrodt plc MNK 6/28/13 2,758 1% Covidien COV 8%

Zoetis (1) ZTS 6/22/13 15,215 ‐2% Pfizer PFE 4%

WhiteWave Foods (1) WWAV 5/24/13 3,326 1% Dean Foods DF 8%

New Residential Investment NRZ 5/15/13 956 2% Newcastle Investment Corp. NCT 4%

CST Brands CST 5/2/13 2,459 8% Valero Energy Corp. VLO ‐3%

Brookfield Property Partners BPY 4/15/13 1,670 ‐6% Brookfield Asset Management BAM.A‐CA 4%

Crimson Wine Group CWGL 2/26/13 220 13% Leucadia LUK 2%

Era Group ERA 1/31/13 491 20% Seacor Holdings CKH 24%

Starz STRZA 1/11/13 2,739 58% Liberty Media LMCA 31%

Abbvie ABBV 1/2/13 72,028 33% Abbott Labs ABT 16%

Altisource Residential RESI 12/24/12 482 8% Altisource Portfolio Solutions ASPS 42%

Altisource Asset Mgmt. Corp. AAMC 12/24/12 751 320% Altisource Portfolio Solutions ASPS 42%

Sears Canada TSX:SCC 11/14/12 1,266 24% Sears Holdings SHLD ‐22%

Comverse Inc. CNSI 11/1/12 694 8% Comverse Technology CMVT Acquired

Kraft Foods Group KRFT 10/2/12 33,558 28% Mondelez (f/k/a Kraft Foods) MDLZ 13%

ADT, Inc. ADT 10/1/12 8,815 9% Tyco International TYC 25%

Hyster Yale HY 10/1/12 1,090 70% Nacco Industries NC 52%

Engility Holdings EGL 7/18/12 540 84% L‐3 Communications LLL 35%

Alexander & Baldwin ALEX 7/2/12 1,872 75% Matson Navigation MATX 5%

DE Master Blenders ENXTAM:DE 6/28/12 9,751 47% Sara Lee (n/k/a Hillshire Brands) HSH 43%

Fiesta Restaurant Group FRGI 5/7/12 722 184% Carrols Restaurant Group TAST 65%

Phillips 66 PSX 5/1/12 36,535 92% ConocoPhillips COP 23%

Post Holdings POST 2/3/12 1,561 71% Ralcorp RAH Acquired

SunCoke Energy (1) SXC 1/18/12 1,131 23% Sunoco SUN Acquired

Rouse Properties RSE 1/13/12 1,021 95% General Growth Properties GGP 45%

Orchard Supply Hardware OSHW.Q 12/30/11 3 ‐98% Sears Holdings SHLD 55%

WPX Energy WPX 12/30/11 3,908 6% Williams Co. WMB 34%

TripAdvisor TRIP 12/20/11 10,574 148% Expedia EXPE 80%

Marriott Vacations Worldwide VAC 11/21/11 1,572 154% Marriott International MAR 50%

Lumos Networks LMOS 11/1/11 414 39% Ntelos Holding Corp. NTLS ‐11%

Genie Energy GNE 10/31/11 238 27% IDT Corp IDT 102%

Exelis XLS 10/31/11 2,813 40% ITT Corp. ITT 113%

Xylem XYL 10/31/11 5,312 ‐4% ITT Corp. ITT 113%

Fortune Brands Home & Security FBHS 10/3/11 6,873 237% Fortune Brands (n/k/a Beam Inc.) BEAM 59%

Lone Pine Resources (1) LPR 9/30/11 43 ‐96% Forest Oil Corp. FST ‐51%

Marathon Petroleum MPC 6/30/11 23,355 86% Marathon Oil MRO 19%

AMC Networks AMCX 6/30/11 4,928 57% Cablevision CVC ‐20%

Huntington Ingalls HII 3/31/11 3,135 51% Northrop Grumman NOC 59%

Motorola Mobility Acquired 1/5/11 NA NA Motorola Solutions MSI 43%

Other

Phillips 66 Partners LP PSXP 7/23/13 2,280 38% Phillips 66 PSX 3%

NRG Yield NYLD 7/17/13 1,860 28% NRG NRG ‐5%

Kelt Exploration KEL‐CA 3/1/13 540 49% Exxon Mobil XOM 6%

Axiall (f/k/a Georgia Gulf) AXLL 1/29/13 3,077 ‐18% PPG Industries PPG 15%

MPLX MPLX 10/26/12 2,723 34% Marathon Petroleum MPC 34%

Sears Hometown & Outlets SHOS 10/12/12 1,012 42% Sears Holding SHLD ‐18%

Pentair / Tyco Flow Control (2) PNR 10/1/12 12,167 46% Tyco International TYC 25%

Liberty Ventures (3) LVNT.A 8/10/12 3,300 99% Liberty Interactive LINT.A 40%

ACCO Brands (2) ACCO 5/1/12 814 ‐40% MeadWestvaco MWV 34%

Collapse Starz & Capital Tracking stocks 11/28/11 NA NA Liberty Media LMCA NA

Liberty Capital (3) (now L. Media) LMCAD 9/23/11 17,318 NA Liberty Interactive LINTA 71%

Liberty Starz (3) (now L. Media) LMCAD 9/23/11 17,318 NA Liberty Interactive LINTA 71%

Mosaic (4) MOS 5/25/11 22,402 ‐38% Cargill NA NA

(1) Equity carve-out followed by spin-off of remaining int.; (2) Reverse Morris Trust transaction; (3) Tracking stock separation; (4) Split-off of Mosaic shares for Cargill shares and debt. Note: Spin company returns based on the later of the beginning of year or spin-off effective date YTD. Market data as of 7/30/2013.



RREECCEENNTTLLYY CCOOMMPPLLEETTEEDD SSPPIINN‐‐OOFFFFSS ‐‐ IINNTTEERRNNAATTIIOONNAALL

Below we list 2010 to 2013 completed spin-offs for international companies. In some cases, the transaction may not be the traditional “spin-off”. 2010-2013 YTD Completed Spin-offs – International Companies ($ in millions)

Spin‐off Date Spin‐off Spin‐off Ticker

Spin‐off

Current

Market Cap.

Spin‐off to

Date Stock

Price

Return Spin‐off Industry Group Parent Company

7/8/2013 Osram Licht OSR GR 3,852 16.3 Electrical Equipment Siemens

7/1/2013 Caverion CAV1V FH 704 (6.0) Commercial Services & Supplies YIT

6/20/2013 Groupe Fnac FNAC FP 366 (12.4) Retailing Kering

12/21/2012 Prothena PRTA US 300 135.6 Pharmaceuticals Elan Corporation

12/19/2012 Alent PLC ALNT LN 1,561 20.1 Chemicals Vesuvius (f/k/a Cookson)

11/26/2012 Shopping Centers Australasia Pro. SCP AU 957 16.5 Real Estate Management & Dev. Woolworth's Ltd.

7/28/2012 Veripos VPOS NO 102 66.8 Oil & Gas Services Subsea 7

6/22/2012 Vigor Alimentos Dairy VIGR3 BZ 435 3.5 Food Products JBS SA

5/1/2012 NovaCopper Inc. NCQ CN 105 (46.0) Metals & Mining NovaGold Resources

1/21/2012 Nord Gold NORD LI 700 (75.0) Metals & Mining Severstal

1/3/2012 Orascom Telecom Media And Tech. OTMT EY 412 139.1 Wireless Telecommunication Ser Orascom Telecom Holding SAE

1/2/2012 Delclima DLC IM 135 (29.9) Household Durables De'Longhi

12/15/2011 Maurel et Prom Nigeria MPI FP 531 69.2 Oil, Gas & Consumable Fuels Etablissements Maurel et Prom

12/9/2011 Arrowhead Properties Ltd AWA SJ 296 37.4 Real Estate Management & Devel Redefine Properties Ltd

12/5/2011 Samyang Corp 145990 KS 176 (36.3) Food Products Samyang Holdings Corp

11/23/2011 Chorus Ltd CNU NZ 880 (2.3) Diversified Telecommunication Telecom Corp of New Zealand Ltd

11/4/2011 Poseidon Concepts Corp PSN CN NA (97.0) Energy Equipment & Services Open Range Energy Corp

9/12/2011 Philex Petroleum Corp PXP PM 473 40.0 Oil, Gas & Consumable Fuels Philex Mining Corp

8/17/2011 Curro Holdings COH SJ 546 271.4 Diversified Consumer Services PSG Group Ltd.

7/11/2011 Mpact Ltd MPT SJ 404 87.6 Containers & Packaging Mondi Ltd

7/8/2011 Kvaerner ASA KVAER NO 464 (15.1) Energy Equipment & Services Aker Solutions ASA

7/5/2011 Distribuidora Int'l de Alimentacion DIA SM 5,344 94.9 Food & Staples Retailing Carrefour SA

6/23/2011 Salim Ivomas Pratama Tbk PT SIMP IJ 1,078 (38.3) Food Products First Pacific Co Ltd/Hong Kong

6/10/2011 E‐Mart Co Ltd 139480 KS 5,231 (5.9) Food & Staples Retailing Shinsegae Co Ltd

6/6/2011 Echo Entertainment Group Ltd EGP AU 2,011 (34.5) Hotels Restaurants & Leisure TABCORP Holdings Ltd

6/3/2011 Enerflex Ltd EFX CN 1,083 18.4 Energy Equipment & Services Toromont Industries Ltd

5/26/2011 TNT Express NV TNTE NA 4,228 (37.3) Air Freight & Logistics PostNL NV

5/13/2011 Phoenix New Media Ltd FENG US 439 (56.5) Internet Software & Services Phoenix Satellite Television Holdings Ltd

5/10/2011 Treasury Wine Estates Ltd TWE AU 2,915 56.5 Beverages Foster's Group Ltd

4/11/2011 Pilot Gold PLG CN 94 (68.4) Metals & Mining Fronteer Gold

1/26/2011 Aperam Stainless Steel APAM NA 965 (65.9) Metals & Mining Arcelor Mittal

1/6/2011 Minera Frisco SAB de CV MFRISCOAMM 6,151 (19.1) Metals & Mining Grupo Carso SAB de CV

1/6/2011 Inmuebles Carso SAB de CV INCARSOBMM 2,031 1.6 Diversified Financial Services Grupo Carso SAB de CV

1/4/2011 Fiat Industrial FI FI IM 14,257 5.1 Machinery Fiat SpA

12/17/2010 CDON Group CDON SS 295 (43.3) Internet & Catalog Retail Modern Times Group AB

12/3/2010 PortX Operacoes Portuarias SA PRTX3 BZ NA ‐ Acquired NA Transportation Infrastructure LLX Logistica SA

10/25/2010 Pirelli & C Real Estate SpA PRS IM 221 (86.1) Real Estate Management & Devel Pirelli & C SpA

8/25/2010 Redentor Energia SA RDTR3 BZ 359 NA Electric Utilities Equatorial Energia SA

7/2/2010 Edenred EDEN FP 7,166 6.0 Commercial Services & Supplies Accor SA

6/10/2010 Beni Stabili SpA BNS IM 1,185 9.0 Real Estate Investment Trusts Fonciere Des Regions

5/31/2010 Samruddhi Cement Ltd SCEM IN NA ‐ Acquired NA Materials Grasim Industries Ltd

5/10/2010 Capital & Counties Properties PLC CAPC LN 3,999 43.3 Real Estate Management & Devel Capital Shopping Centres Group

4/6/2010 EnQuest PLC ENQ LN 1,542 4.3 Oil, Gas & Consumable Fuels Petrofac Ltd /Lundin Petroleum AB (1)

3/26/2010 Cable & Wireless Worldwide PLC CW/ LN NA ‐ Acquired NA Diversified Communications Cable & Wireless Communications PLC

3/17/2010 Tikkurila Oy TIK1V FH 968 17.9 Chemicals Kemira OYJ

(1) Lundin and Petrofac each contributed assets to form EnQuest, then distributed new co. shares to shareholders. Note: Includes spin-offs for parent companies with >$1B USD market cap. Returns do not include currency impact. Data through 7/29/2013.



RROOBBUUSSTT SSPPIINN‐‐OOFFFF BBAACCKKLLOOGG CCRREEAATTEESS IINNVVEESSTTMMEENNTT OOPPPPOORRTTUUNNIITTIIEESS

As companies seek to increase shareholder value in a slower growth environment, the last year has been a very busy time for spin-off announcements. We believe companies are pursuing spin-offs due to the current volatile market conditions for outright company sales and the tax-free nature of spin-offs as businesses being spun-off often have a low tax basis. As time has passed since new tax regulations were issued ~10 years ago, companies have become more comfortable with the degree to which there is any tax risk in an acquisition occurring in the months after a spin-off. Insofar as the companies didn’t enter into any “substantial negotiations” with each other, an acquisition may occur after a spin-off without any cooling period (no “two year” rule). Currently, there are over 25 spin-offs in the U.S. that have been announced and are pending. After a spin-off announcement, there is a variable timeframe until the spin-off occurs typically ranging from four-to-ten months between the initial spin-off announcement and the spin-off date (i.e., effective date). Among other items, during this interim period, the company reorganizes businesses, appoints new management teams, restructures operations, prepares new audited financial statements, files (and receives approval) a Form 10 registration statement with the SEC, and receives a tax ruling from the IRS as to the tax-free status of the spin-off. The important informational document for investors is an SEC Form 10, which includes detailed financial information on which to analyze the spin-off company on a stand-alone basis. After the SEC Form 10 is declared effective by the SEC and all other necessary items are satisfied, the new spun off company shares will trade on a “when-issued” basis generally 5 to 10 business days before the spin-off record and distribution date.


AANNNNOOUUNNCCEEDD SSPPIINN‐‐OOFFFFSS // SSPPLLIITT‐‐OOFFFFSS

Below we list pending spin-offs. These transactions have been announced, but not yet completed. In some cases, the actual transaction structure may not yet be determined, but management has mentioned a spin-off as one of the potential options for divesting the business. Announced and Pending Spin-Offs & Other Transactions – U.S. Companies ($ in millions)

Announce

Date Parent Company

Parent

Ticker

Parent

Market

Cap.

Parent Co.

Sector Spin‐off Business

Form 10

/ S‐1

Filed? Expected Timing / Other Info

7/30/13 Occidental OXY 71,154 Energy Multiple alternantives ‐ TBD No Structure not determined

7/25/13 ONEOK OKE 10,680 Utilities ONE Gas Inc. No 'Q1 2014

7/23/13 DuPont DD 53,264 Materials Performance Chemicals No Structure not determined

7/10/13 Tribune Company TRBA.A 5,512 Cons. Disc. Publishing business No Separation of publishing and broadcasting

6/26/13 Patriot Transportation PATR 323 Industrials Transportation & Real Estate No Under consideration

6/17/13 Ashford Hosp.Trust AHT 929 Financials Ashford Hospitality Prime Yes 'Q3 2013 ‐ taxable distribution

6/10/13 Timken TKR 5,446 Industrials Steel business No Formed strategic review committee

5/23/13 Dover DOV 14,485 Industrials Knowles Corp. ‐ communication tech. No Early 2014

5/3/13 Oil States Int'l OIS 5,328 Energy Accommodations / REIT Conversion No Summer 2014

3/13/13 VMware/EMC NA NA Info. Tech. Pivotal Initiative ‐ big data cloud business No Jointly owned 69%/31% EMC/VMW ‐ future public co.

3/6/13 Time Warner Inc. TWX 57,860 Cons. Disc. Time Inc. Publishing No End of 2013

3/4/13 Hess Corporation HES 24,784 Energy Downstream: Retail, Energy Mkting & Trading No Form tbd. Part of broader co. restructuring. Likely 2014‐15

2/19/13 Illinois Tool Works ITW 32,409 Industrials Industrial packaging No Sale or spin not yet determined. Review to take until 2014

2/19/13 Demand Media DMD 580 Info. Tech. Domain services No Late 2013/2014

1/25/13 Compuware CPWR 2,412 Info. Tech. Covisint (enterprise cloud business) Yes <20% IPO 'H2 13; spin‐off of remainder within 12 months

1/16/13 CBS CBS 33,250 Cons. Disc. Outdoor Segment No REIT Conversion for Americas. Sale of Europe/Asia

12/11/12 Harvard Bioscience HBIO 164 Healthcare Harvard Apparatus Regenerative Tech. Yes 100% spin‐off confirmed (no IPO due to market conditions)

12/10/12 Ingersoll Rand IR 17,784 Industrials Comm'l & Resi. Security Business (Allegion) Yes End of 2013

11/15/12 Penn National Gaming PENN 3,851 Cons. Disc. Real estate assets (to convert to REIT status) Yes 'H2 2013 spin‐off date; 2014 REIT effective date

11/1/12 Marchex MCHX 230 Info. Tech. Archeo‐ domain marketplace Yes End of 2013

10/16/12 Murphy Oil Corp. MUR 12,854 Energy Downstream business: Murphy Oil USA Yes 'H2 2013

10/4/12 Tessera Technologies TSRA 1,078 Info. Tech. DigitalOptics No Unofficial. Incentivized CEO to pursue spin‐off

8/30/12 SAIC SAI 5,213 Info. Tech. Gov't technical services & Enterprise IT Yes 'H2 2013; Remaining co. to be called "Leidos"

8/1/12 United Online UNTD 737 Info. Tech. FTD floral business Yes Also exploring spin of Content & Media Comm. Biz

2/9/12 Cincinnati Bell CBB 722 Telecomm. CyrusOne (CONE) Yes Minority IPO / REIT Conversion. Future monetization TBD

1/27/12 Republic Airways RJET 656 Industrials Frontier Airlines No Sale or spin‐off not yet determined

1/5/12 Barnes & Noble BKS 1,028 Cons. Disc. Nook digital business No Preliminary review; founder to propose retail purchase

11/16/11 Chesapeake Energy CHK 14,948 Energy Oilfield services unit Yes <20% IPO planned

Other Separation Transactions

7/10/13 Caesar's Ent. CZR 2,112 Consumer DiCaesars Acquisition Co. Yes See below

6/6/13 Devon Energy DVN 22,284 Energy Pipeline Assets No See below

3/14/13 Centerpoint / OGE CNP/OGE NA Utilities Pipeline Assets No See below

3/5/13 Western Refining WNR 2,510 Energy Midstream assets No See below

1/7/13 QEP Resources QEP 5,380 Energy Midstream assets Yes See below

10/1/12 CVR Energy CVI 4,038 Energy Midstream assets Yes See below

12/5/11 Entergy ETR 12,402 Utilities Electric Transmission business No See below

WNR will contribute midstream assets to form an MLP. Minority IPO of MLP.

QEP will contribute midstream assets to form an MLP. Minority IPO of MLP to raise $300 ‐$400 million to be held in'Q3. 2013.

Non‐transferable subscription rights offering for $9.43 per share of Caesar's Acquisition Co. (Total value ~$1.2 billion)

MLP of midstream assets in Texas, Oklahoma, Wyoming. Registration statement to be filed 'Q3 2013.

CVR Refining, a wholly subsidiary of CVR Energy, will hold an IPO of common units representing limited partner interests.

Reverse Morris Trust transaction with ITC. ETR will spin‐off its electric transmission business which will then merge with ITC brands in a tax‐efficient transaction. Expected completion 2013.

Centerpoint, OGE and ArcLight contributed $11 billion in pipeline assets to form MLP. LP interests 59%/28%/13% CNP/OGE/Arclight. Future IPO.

Note: For the pending list above, distributions may be structured as straight spin-offs, split-offs, or spin/merge M&A transactions. Market data through and as of 7/30/2013.



AANNNNOOUUNNCCEEDD SSPPIINN‐‐OOFFFFSS ((IINNTTEERRNNAATTIIOONNAALL))

Announced and Pending Spin-Offs – International Companies (US$ in millions)

Announce

Date Parent Co. Name

Parent Co.

Ticker

USD Millions

Parent Co.

Current Market

Cap. Country Parent Company Sector Spin‐off Co. / Business to be Divested

7/31/2013 Amcor AMC AU 11,980 AUSTRALIA Materials Australasia & Packaging Distribution

7/26/2013 Vivendi VIV FP 28,615 FRANCE Telecommunication Services Potential breakup of telecom and media

7/12/2013 America Movil AMXL MM 75,833 MEXICO Telecommunication Services Non‐‐telecomm. Telmex businesses

7/8/2013 Pharmstandard PHST LI 2,094 RUSSIA Health Care Branded OTC Business

7/7/2013 Reliance Communications RCOM IN 4,750 INDIA Telecommunication Services Real estate holdings

6/26/2013 Israel Corp. ILCO IT 3,618 ISRAEL Materials Shipping business, circuits business

5/30/2013 Telecom Italia TIT IM 12,239 ITALY Telecommunication Services Fixed line network

5/9/2013 Canadian Tire CTC CN 6,686 CANADA Consumer Discretionary REIT IPO of real estate owned

3/26/2013 UGL Limited UGL AU 1,087 AUSTRALIA Industrials Property services business

3/25/2013 Metso Oyj MEO1V FH 5,296 FINLAND Industrials Pulp, paper, power business

2/21/2013 AtoS ATO FP 6,471 FRANCE Information Technology Payment transactional services ‐ mid 2013

2/1/2013 Autogrill AGL IM 3,886 ITALY Consumer Discretionary World Duty Free (early 'Q3)

6/12/2012 Eurasian Natural Resources ENRC LN 4,256 BRITAIN Materials International assets

4/20/2010 Unitech Ltd UT IN 709 INDIA Financials Unitech Infra Ltd

3/31/2010 Mahindra & Mahindra Ltd MM IN 9,254 INDIA Consumer Discretionary Mahindra Shubhlabh Services Ltd

Note: Includes spin-offs for parent companies with >$1B USD market cap. Pending distribution form may not formally have been determined (IPO, split-off, etc.). Market cap. as of 7/31/2013.



RREECCEENNTT SSPPIINN‐‐OOFFFFSS TTRRAADDIINNGG VVAALLUUAATTIIOONNSS

For more recent spin-offs, below and on the next three pages, we summarize current LTM revenue, EBITDA, net income, and current trading multiplies based on consensus estimates. Given limited historical filings, pro forma financial information is not always available. On the next several pages within the spin-off section of this report, we provide summary business descriptions, stock price charts, and summary balance sheets for these companies. Spun-off Companies: Current Trading Valuations & Financials


noted for foreign cos.) AbbVie ADT Alent (GBP)

Alexander

& Baldwin

AMC


Brookfield

Property

Partners (2)

Comverse

Inc.

Current Price per share 45.06 41.16 3.65 43.30 67.93 41.85 21.31 31.50Market Capitalization 72,202 8,808 1,024 1,881 4,948 3,067 1,668 698 Plus: Total Debt & NCI (1) 15,809 3,249 242 328 2,189 1,749 32,180 8

Less: Cash & ST Invesments 7,479 419 82 1 555 69 970 269

Equals: Enterprise Value 80,533 11,638 1,184 2,208 6,582 4,747 NM 438

Tangible Book Value (5,256) (1,671) (19) 921 (1,842) (559) 13,217 (154)

LTM Revenue 18,536 3,256 714 297 1,408 3,527 5,187 696

Gross Margin % 75.7 58.3 35.5 24.6 62.5 15.0 59.4 37.0

LTM EBITDA 7,852 1,371 111 NA 482 404 679 72

LTM EBITDA Margin % 42.4 42.1 15.6 NA 34.3 11.5 57.6 10.4 Net Income 5,360 408 45 23 155 82 1,467 28 Net Income Margin % 28.9 12.5 6.3 7.6 11.0 2.3 28.3 4.1

2013E Consensus EPS 3.12 1.76 0.26 0.53 3.29 4.15 NA 1.27 2014E Consensus EPS 3.23 1.99 0.29 0.72 3.87 4.88 NA 1.92

P/ 2013E Consensus EPS 14.4 23.4 14.0 81.7 20.6 10.1 NA 24.8 P/ 2014E Consensus EPS 14.0 20.7 12.6 60.1 17.6 8.6 NA 16.4

2013E EBITDA 7,430 1,687 113 97 570 726 679 422014E EBITDA 7,530 1,810 124 129 620 817 NA 72EV / 2013E EBITDA 10.8 6.9 10.5 22.8 11.6 6.5 2.5 10.5EV / 2014E EBITDA 10.7 6.4 9.6 17.1 10.6 5.8 NA 6.1

Dividend Yield 3.5% 1.2% 1.7% 0.4% NA 0.7% 4.8% NA

(1) Includes most recently available 10-K tax-effected pension underfunding as debt. NCI = Non-controlling interest. (2) Brookfield Property Partners LTM EBITDA represents company FFO. Amount in EV/ 2013E EBITDA row represents Market Cap / FFO multiple. Consensus EPS and EBITDA based on First Call or Standard & Poor’s, if available.



SSPPIINN‐‐OOFFFFSS TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))



noted for foreign cos.) CST Brands ERA Group Engility Exelis

Fiat

Industrial

(Euros)

Fortune

Brands

Home &

Security

Huntington


Current Price per share 32.84 24.30 31.62 14.85 8.80 40.96 62.09 66.16Market Capitalization 2,463 491 562 2,781 10,752 6,829 3,120 1,089 Plus: Total Debt & NCI (1) 1,054 279 349 2,100 23,277 497 3,300 171

Less: Cash & ST Invesments 70 25 39 185 3,635 259 652 131

Equals: Enterprise Value 3,447 746 872 4,695 30,394 7,068 5,767 1,129

Tangible Book Value 1,295 421 (185) (1,320) 2,488 401 (716) 360

LTM Revenue 11,127 280 1,585 5,286 25,750 3,682 6,702 2,485

Gross Margin % 10.4 39.0 14.3 21.3 21.4 33.4 16.6 16.6

LTM EBITDA 443 78 132 691.0 3,527 322 542 143

LTM EBITDA Margin % 4.0 28.0 8.3 13.1 13.7 8.7 8.1 5.7 Net Income 217 19 181 304 771 144 157 101 Net Income Margin % 2.0 6.8 11.4 5.8 3.0 3.9 2.3 4.1

2013E Consensus EPS 2.09 NA 3.19 1.49 0.82 1.40 3.89 5.25 2014E Consensus EPS 2.29 NA 3.10 1.54 0.98 1.86 5.02 6.25

P/ 2013E Consensus EPS 15.7 NA 9.9 10.0 10.7 29.3 16.0 12.6 P/ 2014E Consensus EPS 14.3 NA 10.2 9.6 9.0 22.0 12.4 10.6

2013E EBITDA 393 78 137 596 2,906 472 608 1482014E EBITDA 429 NA 132 615 3,233 605 683 166EV / 2013E EBITDA 8.8 9.5 6.4 7.9 10.5 15.0 9.5 7.6EV / 2014E EBITDA 8.0 NA 6.6 7.6 9.4 11.7 8.4 6.8

Dividend Yield NA NA NA 2.8% 2.4% 1.0% 0.6% 1.5%




SSPPIINN‐‐OOFFFF TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))




Kraft Foods

Group Mallinckrodt

Marathon

Petroleum

Marriott

Vacations

Worldwide

New

Residential


Post


Current Price per share 56.49 46.20 72.23 43.70 6.41 15.51 47.23 58.96Market Capitalization 33,629 2,705 23,953 1,558 1,683 9,234 1,517 38,208 Plus: Total Debt & NCI (1) 13,739 129 4,676 687 915 0 1,116 7,839

Less: Cash & ST Invesments 1,181 0 4,737 104 0 2,560 365 4,753

Equals: Enterprise Value 46,187 2,834 23,892 2,141 NM 6,674 2,267 41,294

Tangible Book Value (10,208) 1,168 11,070 1,190 767 7,662 (621) 17,273

LTM Revenue 18,432 2,119 79,575 1,337 57 9,140 974 161,734

Gross Margin % 32.0 46.6 9.9 45.8 NA NA 43.9 13.4

LTM EBITDA 3,425 389 6,399 207 NA 782 211 6,384

LTM EBITDA Margin % 18.6 18.4 8.0 15.5 NA 9.0 21.7 4.0 Net Income 1,615 113 3,518 52 52 (1,918) 39 4,895 Net Income Margin % 8.8 5.3 4.4 3.9 90.7 NM 4.0 3.0

2013E Consensus EPS 2.86 2.90 7.97 2.09 NA 0.54 1.04 7.33 2014E Consensus EPS 3.19 2.53 9.24 2.42 NA 0.50 1.26 6.96

P/ 2013E Consensus EPS 19.8 15.9 9.1 20.9 NA 28.7 45.4 8.0 P/ 2014E Consensus EPS 17.7 18.3 7.8 18.1 NA 31.0 37.5 8.5

2013E EBITDA 3,539 398 5,571 165 NA 931 212 8,1432014E EBITDA 3,849 372 6,123 187 NA 869 237 7,616EV / 2013E EBITDA 13.1 7.1 4.3 13.0 NA 7.2 10.7 5.1EV / 2014E EBITDA 12.0 7.6 3.9 11.5 NA 7.7 9.5 5.4

Dividend Yield 3.5% NA 2.3% NA 4.2% NA NA 2.0%




SSPPIINN‐‐OOFFFFSS TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))




Sears

Hometown

& Outlets Starz

SunCoke

Energy

Treasury

Wine

Estates

($AUD) TripAdvisor

WhiteWave

Foods

WPX

Energy Xylem Zoetis

Current Price per share 43.22 22.79 15.90 4.90 73.29 18.79 19.07 28.46 30.09Market Capitalization 1,009 2,736 1,111 3,087 10,774 3,226 3,854 4,616 14,940 Plus: Total Debt & NCI (1) 49 982 949 232 385 810 1,695 1,451 3,664

Less: Cash & ST Invesments 27 18 307 22 396 57 112 375 468

Equals: Enterprise Value 1,031 3,700 1,753 3,297 10,763 3,979 5,437 5,691 18,136

Tangible Book Value 414 (358) 479 1,948 298 (297) 5,151 (133) (1,131)

LTM Revenue 2,434 1,625 1,873 1,668 859 2,346 2,940 3,745 4,379

Gross Margin % 25.0 45.0 17.0 32.7 98.3 35.4 43.8 39.3 64.2

LTM EBITDA 100 427 236 240 335 272.0 778 602 1,119

LTM EBITDA Margin % 4.1 26.3 12.6 14.4 39.0 11.6 26.5 16.1 25.6 Net Income 54 235 84 102 222 106 (296) 275 465 Net Income Margin % 2.2 14.4 4.5 6.1 25.9 4.5 (10.1) 7.3 10.6

2013E Consensus EPS NA 1.72 0.39 0.21 1.72 0.71 (0.70) 1.82 1.40 2014E Consensus EPS NA 1.82 0.59 0.24 2.24 0.84 (0.16) 2.08 1.62

P/ 2013E Consensus EPS NA 13.3 40.8 23.3 42.6 26.5 NM 15.6 21.5 P/ 2014E Consensus EPS NA 12.5 26.9 20.4 32.7 22.4 NM 13.7 18.6

2013E EBITDA 100 421 201 291 381 286 883 619 1,2362014E EBITDA NA 419 208 327 495 322 1,147 610 1,401EV / 2013E EBITDA 10.3 8.8 8.7 11.3 28.2 13.9 6.2 9.2 14.7EV / 2014E EBITDA NA 8.8 8.4 10.1 21.8 12.4 4.7 9.3 12.9

Dividend Yield NA NA NA 3.3% NA NA NA 1.9% 0.9%




RREECCEENNTT SSPPIINN‐‐OOFFFFSS:: SSUUMMMMAARRYY BBAALLAANNCCEE SSHHEEEETTSS

Spun-off Companies – Summary Balance Sheets $ in millions except foreign companies as noted

AbbVie ADT Alent (GBP)

Alexander

& Baldwin

AMC


Brookfield

Property

Partners

Comverse

Inc.

Balance Sheet

Assets:

Cash & Investments 7,479 419 82 1 555 69 970 269Accounts Receivable 4,299 73 135 10 323 637 486 114Inventory 1,037 46 54 49 0 444 0 24Other Current Assets 2,108 196 5 15 479 32 745 110PP&E 2,200 216 84 863 69 1,636 32,336 39Goodwill & Intangibles 8,213 6,285 295 0 1,016 2,921 140 157Other Long‐term Assets 1,833 2,475 28 553 125 87 13,863 152Total Assets 27,169 9,710 683 1,490 2,568 5,825 48,540 865

Liabilities:Accounts Payable 6,308 154 40 24 56 344 1,271 174Other Current Liabilities 22 489 70 25 679 167 74 332ST Debt 436 3 0 20 2 55 2,855 0Long‐term Debt 14,722 3,224 226 270 2,187 1,528 18,323 0Other Long‐term liabilities 2,724 1,226 71 230 470 1,238 1,658 355Total Liabilities 24,212 5,096 407 569 3,394 3,332 24,181 861Minority Interest 0 0 0 0 0 131 11,002 0Total Equity 2,957 4,614 276 921 (825) 2,362 13,357 3Total Liabilities + Equity 27,169 9,710 683 1,490 2,568 5,825 48,540 865

CST Brands ERA Group Engility Exelis

Fiat

Industrial

(Euros)

Fortune

Brands

Home &

Security

Huntington


Balance Sheet

Assets:

Cash & Investments 70 25 39 185 3,635 259 652 131Accounts Receivable 224 57 379 1,022 19,031 429 1,199 369Inventory 177 27 0 301 5,660 380 310 308Other Current Assets 28 6 32 130 24 131 230 48PP&E 1,258 775 11 509 4,115 500 2,004 149Goodwill & Intangibles 56 0 576 2,372 2,435 2,058 1,423 0Other Long‐term Assets 8 53 12 609 4,906 67 433 80Total Assets 1,821 943 1,049 5,128 39,806 3,824 6,251 1,086

Liabilities:Accounts Payable 117 13 27 368 5,019 301 247 331Other Current Liabilities 120 17 192 769 2,947 230 892 151ST Debt 26 3 50 0 0 29 38 35Long‐term Debt 1,028 276 285 649 21,079 298 1,779 104Other Long‐term liabilities 229 212 89 2,290 5,005 505 2,588 104Total Liabilities 1,520 521 644 4,076 34,050 1,363 5,544 725Minority Interest 0 0 14 0 833 3 0 1Total Equity 301 422 391 1,052 4,923 2,459 707 360Total Liabilities + Equity 1,821 943 1,049 5,128 39,806 3,824 6,251 1,086

Note: Balance sheet as of most recently available quarterly or annual filing as of 7/29/2013.



RREECCEENNTT SSPPIINN‐‐OOFFFFSS:: SSUUMMMMAARRYY BBAALLAANNCCEE SSHHEEEETTSS ((CCOONNTTIINNUUEEDD))

Spun-off Companies – Summary Balance Sheets ($ in millions) $ in millions except foreign companies as noted

Kraft Foods

Group Mallinckrodt

Marathon

Petroleum

Marriott

Vacations

Worldwide

New

Residential


Post


Balance Sheet

Assets:

Cash & Investments 1,181 0 4,737 104 0 2,560 365 4,753Accounts Receivable 1,278 364 5,509 1,089 35 1,463 74 9,910Inventory 1,948 461 4,879 869 0 0 97 5,811Other Current Assets 547 166 172 64 0 909 21 696PP&E 4,026 969 13,850 252 0 3,221 388 15,257Goodwill & Intangibles 13,950 972 930 0 237 6,484 2,103 4,071Other Long‐term Assets 337 185 696 133 1,421 3,957 26 10,653Total Assets 23,267 3,118 30,773 2,511 1,693 18,594 3,075 51,151

Liabilities:Accounts Payable 1,463 101 8,872 81 0 259 58 13,138Other Current Liabilities 1,901 286 1,834 360 11 2,234 53 1,800ST Debt 3 8 22 54 915 0 0 13Long‐term Debt 9,966 2 3,394 633 0 0 1,040 6,958Other Long‐term liabilities 6,192 582 4,239 193 0 1,955 442 7,864Total Liabilities 19,525 979 18,361 1,321 926 4,448 1,592 29,773Minority Interest 0 0 412 0 0 119 0 34Total Equity 3,742 2,139 12,000 1,190 767 14,146 1,482 21,344Total Liabilities + Equity 23,267 3,118 30,773 2,511 1,693 18,713 3,075 51,151

Sears

Hometown

& Outlets STARZ

SunCoke

Energy

Treasury

Wine

Estates TripAdvisor

WhiteWave

Foods

WPX

Energy Xylem Zoetis

Balance Sheet

Assets:

Cash & Investments 27 18 307 22 396 57 112 375 468Accounts Receivable 14 258 97 536 191 162 411 767 1,083Inventory 465 0 141 703 0 146 54 461 1,120Other Current Assets 11 434 3 6 24 41 103 154 271PP&E 51 92 1,405 1,167 55 618 8,451 474 1,237Goodwill & Intangibles 167 497 62 970 554 1,131 0 2,173 1,840Other Long‐term Assets 93 213 153 545 235 15 273 185 123Total Assets 828 1,512 2,167 3,949 1,456 2,171 9,404 4,589 6,142

Liabilities:Accounts Payable 25 5 152 0 9 253 521 309 658Other Current Liabilities 169 379 83 506 168 6 230 406 623ST Debt 49 5 0 17 65 33 0 6 6Long‐term Debt 1 987 649 212 320 773 1,589 1,199 3,640Other Long‐term liabilities 3 8 473 293 42 271 1,807 629 491Total Liabilities 247 1,383 1,357 1,027 604 1,336 4,147 2,549 5,418Minority Interest 0 (9) 270 4 0 0 106 0 15Total Equity 581 139 541 2,918 852 835 5,151 2,040 709Total Liabilities + Equity 828 1,512 2,167 3,949 1,456 2,171 9,404 4,589 6,142

Note: Balance sheet as of most recently available quarterly or annual filing as of 7/29/2013.



CCOONNTTRRAARRIIAANNSS TTAAKKEE NNOOTTEE:: BBUUSSTTEEDD SSPPIINN‐‐OOFFFFSS

Below, we list spin-offs since 2008 that are trading less than 110% of their initial spin-date value. We find this an area for possible new contrarian ideas. To be sure, some are likely value traps. 2008 – Present “Busted” Spin-offs

Current Spin Date TotalSpin Co. Stock Stock Price Return

Spin-Off Market Price Price as % SinceSpun-Off Company Ticker Date Cap. Spin Date Current Current Spin Parent CompanyLone Pine Resources (1) LPR 9/30/2011 43 6.60 0.50 8% -92% Forest Oil Corp.Harris Stratex Networks Inc (1) AVNW 5/27/2009 162 5.16 2.64 51% -49% Harris CorpAH Belo Corp AHC 2/11/2008 164 14.40 7.45 52% -32% Belo CorpBrookfield Property Partners BPY 4/15/2013 1,712 22.31 21.38 96% -4% Brookfield Asset ManagementNew Residential Investment NRZ 5/15/2013 1,607 6.55 6.35 97% -2% Newcastle Investment Corp.Zoetis (1) ZTS 6/24/2013 15,005 30.38 30.07 99% -1% PfizerTotal System Services Inc TSS 1/2/2008 5,087 26.96 27.20 101% 11% Synovus Financial CorpMallinckrodt MNK 6/28/2013 2,719 45.43 46.24 102% 2% CovidienQEP Resources QEP 7/1/2010 5,355 29.31 29.87 102% 3% Questar CorporationWhiteWave Foods (1) WWAV 5/24/2013 3,261 18.55 18.92 102% 2% Dean FoodsNews Corp. NWSA 6/28/2013 9,069 15.25 15.59 102% 2% 21st Century FoxLender Processing Services Inc LPS 7/7/2008 2,819 31.60 32.71 104% 11% Fidelity National Information ServicesXylem XYL 11/1/2011 5,273 27.31 28.46 104% 7% ITT Corp.WPX Energy WPX 12/30/2011 3,835 18.17 19.16 105% 5% Williams Co.Altisource Residential RESI 12/24/2012 482 17.75 19.21 108% 8% Altisource Portfolio Solutions SACST Brands CST 5/2/2013 2,481 30.28 32.90 109% 9% ValeroComverse Inc. CNSI 11/1/2012 702 29.08 31.60 109% 9% Comverse Technology

(1) Equity carve-out followed by spin-off/ split-off of remaining interest. Market data as of 7/29/2013.



BBUUSSTTEEDD PPAARREENNTT CCOOMMPPAANNIIEESS AAFFTTEERR SSPPIINN‐‐OOFFFFSS

Below are spin-offs since 2008 where the parent company is trading less than 110% its initial spin-date stock price. 2008 – Present “Busted” Parent Co. after Spin-offs

Current Spin Date TotalParent Co. Stock Stock Price Return

Parent Spin-Off Market Price Price as % SinceParent Company Ticker Date Cap. Spin Date Current Current Spin Spun-Off CompanySynovus Financial Corp SNV 1/2/2008 3,222 10.80 3.32 31% -65% Total System Services IncForest Oil Corp. FST 9/30/2011 599 10.36 5.03 49% -51% Lone Pine Resources (1)EnCana Corp ECA 12/9/2009 12,951 28.09 17.61 63% -29% Cenovus Energy IncMcDermott International MDR 8/3/2010 2,029 13.40 8.58 64% -36% Babcock & WilcoxPhoenix Cos Inc PNX 1/2/2009 249 63.40 42.85 68% -32% Virtus Investment Partners IncCablevision CVC 7/1/2011 4,960 25.96 18.73 72% -22% AMC NetworksNtelos Holding Corp. NTLS 11/1/2011 401 25.07 18.66 74% -11% Lumos NetworksSears Holdings SHLD 11/14/2012 4,672 58.42 43.91 75% -25% Sears CanadaMetLife Inc MET 9/19/2008 53,261 60.24 48.64 81% -9% Reinsurance Group of America Inc (1)Loews Corp L 6/10/2008 17,892 48.50 46.00 95% -2% Lorillard IncBrink's Co BCO 11/3/2008 1,248 27.34 26.02 95% 3% Brink's Home Security Holdings IncValero VLO 5/2/2013 19,551 36.98 35.85 97% -3% CST BrandsMatson Navigation MATX 7/2/2012 1,182 27.83 27.70 100% 2% Alexander & BaldwinNewcastle Investment Corp. NCT 5/15/2013 1,698 5.78 5.79 100% 3% New Residential InvestmentLeucadia LUK 2/26/2013 9,722 26.52 26.69 101% 1% Crimson Wine Group21st Century Fox FOXA 6/28/2013 69,238 28.77 29.88 104% 4% News Corp.Brookfield Asset Management BAM 4/15/2013 23,561 35.98 37.77 105% 5% Brookfield Property PartnersCovidien COV 6/28/2013 28,605 57.16 60.80 106% 7% MallinckrodtDean Foods DF 5/24/2013 2,008 10.10 10.77 107% 7% WhiteWave Foods (1)Belo Corp BLC 2/11/2008 1,472 13.24 14.17 107% 39% AH Belo CorpPfizer PFE 6/24/2013 211,520 27.71 29.82 108% 8% Zoetis (1)

(1) Equity carve-out followed by spin-off/ split-off of remaining interest Market data as of 7/29/2013.



SSPPIINN‐‐OOFFFFSS:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS

AABBBBVVIIEE IINNCC.. ((AABBBBVV))

Business Overview

($ in millions)

Market Cap. 71,363 2013E P/E 14.4x LTM Unlevered FCF Yield 7.3%

Enterprise Value 79,693 EV/EBITDA 10.7x LTM EBITDA Margin 42.4% AbbVie Inc. spun out of Abbott Laboratories and began operating independently as of January 1, 2013. AbbVie, a research-based pharmaceuticals company, engages in the discovery, development, manufacture, and sale of a line of pharmaceuticals and biologics worldwide. The company’s principal products are HUMIRA for the treatment of rheumatoid arthritis, psoriatic arthritis, ankylosing spondylitis, psoriasis, juvenile idiopathic arthritis, and Crohn's disease as well as ulcerative colitis, and axial spondyloarthritis; Kaletra used in the treatment of HIV infection; Lupron used for the palliative treatment of advanced prostate cancer, treatment of endometriosis and central precocious puberty, and for the preoperative treatment of patients with anemia; Synagis, a syncytial virus prevention product used to protect infants from severe respiratory disease; AndroGel for the treatment of adult males who have low testosterone; sevoflurane, an anesthesia product; Zemplar for the prevention and treatment of secondary hyperparathyroidism associated with stage 3, 4, or 5 chronic kidney disease; Synthroid used for the treatment of hypothyroidism; Creon for the treatment of pancreatic exocrine insufficiency; and TriCor, Trilipix, Simcor, and Niaspan for the treatment of dyslipidemia. It also has a pipeline of new medicines consisting of approximately 20 compounds or indications in Phase II or Phase III development in medical specialties, such as immunology, renal care, hepatitis C, women's health, oncology, and neuroscience, including multiple sclerosis and Alzheimer's disease. In addition, the company offers other products, such as Duodopa, a levodopa-carbidopa intestinal gel for the treatment of advanced Parkinson's disease. AbbVie Inc. sells its products directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies, and independent retailers. The company was incorporated in 2012 and is based in North Chicago, Illinois.

Note: Market data as of 7/29/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor's.

2013 Stock Price & Volume Chart

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SSPPIINN‐‐OOFFFFSS:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS ((CCOONNTTIINNUUEEDD))

TTHHEE AADDTT CCOORRPPOORRAATTIIOONN ((AADDTT))

Business Overview

($ in millions)


Enterprise Value 12,107 EV/EBITDA 7.0x EV / RMR (1) 45.3x ADT was spun-off from Tyco (TYC) as of September 28, 2012 with Tyco shareholders receiving 0.5 shares of ADT for each share of Tyco held. Post spin-off, the remaining Tyco parent consists of the Fire and Commercial Security businesses (Tyco also agreed to merge its flow business with Pentair in a reverse Morris Trust merger that closed on September 28, 2012). ADT is the largest provider of electronic security and monitoring for homes and small businesses in the United States (93% of revenues) and Canada (7% of revenues) with over 6 million customers and an estimated 25% market share in what is an otherwise fragmented ~$13 billion market. ADT has a 138 year history and is based in Boca Raton, Florida. Tyco acquired ADT in 1997, and in 2010, ADT acquired its largest competitor, Broadview Security (1.4 million customers, which was previously part of Brinks). ADT’s principal competitors in residential and small business security systems are Protection One, Monitronics, Vivint, and a host of smaller “mom and pop” businesses. New(er) entrants into the market include selected incumbent local exchange telecommunication companies, but none currently have product offerings reaching a broad customer base.

(1) Recurring monthly revenue. Note: Market data as of 7/31/2013.


2012-13 Stock Price & Volume Chart

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AALLEENNTT PPLLCC ((AALLNNTT--GGBB))

Business Overview

(GBP in millions)


Enterprise Value 1,177 EV/EBITDA 10.5x LTM EBITDA Margin 15.6% Alent was spun-off from Vesuvius on 12/19/2012. Alent is a leading global supplier of advanced surface treatment and plating chemicals and electronics assembly materials. The principal end-market is global electronics production, which Alent estimates to account for approximately three quarters of its revenue. The automotive and other industrial markets represent the remaining quarter of revenue. The geographic split of the net sales value of Alent is broadly one third in each of Europe, Asia and the Americas. Alent has over 2,500 employees and 23 major manufacturing sites worldwide. Alent had revenue of £814 million, net sales value of £418 million, and a trading profit of £100 million in the year ended 31 December 2011. (Net sales value is revenue excluding commodity metals where the costs are passed through to customers). The Assembly Materials business (~48% of revenue) supplies electronic interconnect materials to assemblers of PCBs and the semiconductor packaging industry. The Surface Chemistries business (~52% of revenue) supplies specialty electroplating chemicals and services for use in semiconductors and PCB fabrication, as well as corrosion resistant/decorative coatings for various industries, particularly the automotive industry. The key product groups Alent supplies are: fabrication materials such as damascene copper electroplating chemistry which provides the “wires” within a semiconductor IC chip; packaging materials, including solder spheres for BGA and chip-scale packages, die attach adhesives and copper pillar electroplating chemistry; interconnect materials principally electroplating chemistries for fabrication of PCBs; assembly materials comprising solder in a variety of forms, including bar, wire, solder paste and pre-forms; and non-electronic electroplating products and services, principally for automotive applications which include decorative, wear-resistant and corrosion-resistant applications.



2012-13 Stock Price & Volume Chart (GBP)

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AALLEEXXAANNDDEERR && BBAALLDDWWIINN,, IINNCC.. ((AALLEEXX))

Business Overview

($ in millions)

Market Cap. 1,864 2013E P/E 81.7x LTM Unlevered FCF Yield ‐1.2%

Enterprise Value 2,191 P/TBV 2.0x LTM EBITDA Margin 23.6% Spun-off from Alexander & Baldwin Holdings (n/k/a Matson) on July 2, 2012, Alexander & Baldwin is a premier Hawaii-focused land company with interests in real estate development, real estate leasing and agribusiness. Its assets include nearly 88,000 acres of land in Hawaii; 7.9 million square feet of high-quality retail, office and industrial properties in Hawaii and on the Mainland; and a real estate development portfolio encompassing residential and commercial projects across Hawaii. Its landholdings, primarily on Maui and Kauai, make it the fourth largest private landowner in the state. Alexander & Baldwin, whose history in Hawaii dates back to 1870, is Hawaii's largest farmer with 36,000 acres in productive agriculture. Alexander & Baldwin also plays a key role as a major provider of renewable energy on Maui and Kauai, supplying approximately six percent of the power consumed on each island. As of December 31, 2011, Alexander & Baldwin's real estate and its agricultural assets totaled nearly $1.4 billion, and in 2011 its real estate and agribusiness segments posted revenue and operating profit of $317 million and $77 million, respectively (before subtracting the income from property sales classified as discontinued operations). Real Estate: The Real Estate Industry consists of two segments, both of which have operations in Hawaii and on the Mainland. The Real Estate Development and Sales segment generates its revenues through the development and sale of land and commercial and residential properties. The Real Estate Leasing segment owns, operates, and manages retail, office, and industrial properties. Real estate activities are conducted through A&B Properties, Inc. and various other wholly owned subsidiaries of A&B. Agribusiness: Agribusiness, which contains one segment, produces bulk raw sugar, specialty food grade sugars, and molasses; markets and distributes specialty food-grade sugars; provides general trucking services, mobile equipment maintenance, and repair services in Hawaii; and generates and sells electricity, to the extent not used in the Company’s Agribusiness operations.




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AAMMCC NNEETTWWOORRKKSS IINNCC.. ((AAMMCCXX))

Business Overview

($ in millions)


Enterprise Value 6,537 EV/EBITDA 11.5x LTM EBITDA Margin 34.3% Spun-off from Cablevision on June 30, 2011 and formerly known as Rainbow Media Group, the company engages in cable programming delivering entertainment, sports, and news to millions of consumers. The Company’s businesses include national and regional programming networks and the Madison Square Garden sports and entertainment business. The company also owns interests in cable television advertising businesses. The Company’s national entertainment programming networks include American Movie Classics, Bravo, WE: Women's Entertainment, MuchMusic USA and The Independent Film Channel. The company also owns a 60% interest in, and manages, Regional Programming Partners, a partnership with Fox Sports Networks, LLC. Regional Programming Partners owns Madison Square Garden, a sports and entertainment company that owns and operates the Madison Square Garden Arena and the adjoining Theater at Madison Square Garden, the New York Knickerbockers professional basketball team, the New York Rangers professional hockey team, the New York Liberty professional women's basketball team, the Hartford Wolf Pack professional hockey team, the Madison Square Garden Network, Fox Sports Net New York and Radio City Entertainment (which operates Radio City Music Hall in New York City). Additionally, Madison Square Garden manages and operates the Hartford Civic Center in Connecticut. The company also owns News 12, which operates regional news networks servicing suburban areas surrounding New York City. Rainbow Media Holdings also owns and operates Rainbow Advertising Sales Corporation, a cable television advertising company and owns a 50% interest in National Advertising Partners, which sells national advertising for regional sports networks and is managed and 50% owned by Fox Sports Networks.




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AAXXIIAALLLL CCOORRPP.. ((AAXXLLLL))

Business Overview

($ in millions)


Enterprise Value 4,600 EV/EBITDA 6.3x LTM EBITDA Margin 11.5% Axiall Corp. was formed as the result of PPG Industries completing a Reverse Morris Trust merger transaction with Georgia Gulf on January 29, 2013. Axiall is a North American manufacturer and international marketer of chemicals and building products. There are three reportable segments: (i) chlorovinyls; (ii) building products; and (iii) aromatics. Chlorovinyls Segment: The chlorovinyls segment produces a highly integrated chain of products, including chlor-alkali and derivative products (chlorine, caustic soda, vinyl chloride monomer ("VCM"), vinyl resins, ethylene dichloride (or 1, 2 dichloroethane) ("EDC"), chlorinated solvents, calcium hypochlorite, hydrochloric acid ("HCL") and phosgene derivatives) and compound products (vinyl compounds and compound additives and plasticizers). Building Products Segment: The building products segment consists of two primary product groups: (i) window and door profiles and mouldings products, which include extruded vinyl window and door profiles and interior and exterior mouldings products; and (ii) outdoor building products, which currently includes siding, pipe and pipe fittings and deck products. The vinyl-based home improvement and building products are marketed under the Royal Building Products, Celect, Zuri, Korflo, Overture, S4S and Exterior Portfolio brand names. The window and door profiles and mouldings products are customized based on customer specifications. Outdoor building products are produced largely in accordance with industry standards, thereby providing for compatibility within the construction and renovation systems in which they are used. Aromatics Segment: The aromatics segment is highly integrated and manufactures cumene products and phenol and acetone products (co-products made from cumene). Since phenol and acetone are made from cumene, their pricing and sales volume are similarly impacted by industry and global economic conditions and supply and demand fundamentals for the underlying raw materials.




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TTHHEE BBAABBCCOOCCKK && WWIILLCCOOXX CCOOMMPPAANNYY ((BBWWCC))

Business Overview

($ in millions)


Enterprise Value 3,579 EV/EBITDA 8.2x LTM EBITDA Margin 10.1% Spun-off from McDermott on August 2, 2010 and headquartered in Charlotte, North Carolina, Babcock & Wilcox manufactures power generation systems and nuclear components in the United States and internationally. The company operates in two segments: Power Generation Systems and Government Operations. Babcock & Wilcox provides clean energy tech and services primarily for the nuclear, fossil, and renewable power markets worldwide.

The company's Power Generation segment designs, engineers, manufactures, supplies, constructs, and services utility and industrial power generation systems, including boilers used to generate steam in electric power plants, pulp and paper making, and chemical and process applications. It also offers air pollution control solutions to control nitrogen oxides, sulfur dioxide, fine particulate mercury, acid gasses, and other hazardous air emissions; and construction services to steam generation or environmental equipment projects, and cogeneration and combined cycle installations.

Its Nuclear Operations segment manufactures naval nuclear reactors for the U.S. Department of Energy/National Nuclear Security Administration's Naval Nuclear Propulsion Program, which in turn supplies them to the U.S. Navy for use in submarines and aircraft carriers. The company's Technical Services segment provides various services to the U.S. Government, including uranium processing, environmental site restoration services, and management and operating services for various U.S. Government-owned facilities. Its Nuclear Energy segment fabricates pressure vessels, reactors, steam generators, heat exchangers, valves, and other auxiliary equipment. This segment also provides engineering services, such as structural component design, 3-D thermal-hydraulic engineering analysis, weld and robotic process development, and metallurgy and materials engineering. In addition, it involves in power plant construction; and offers services for nuclear steam generators and balance of plant equipment, as well as nondestructive examination and tooling/repair solutions.




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BBRROOOOKKFFIIEELLDD PPRROOPPEERRTTYY PPAARRTTNNEERRSS LL..PP.. ((BBPPYY))

Business Overview

($ in millions)

Market Cap. 1,707 2013E P/E NA P/TBV 0.1x

Enterprise Value NM EV/EBITDA NM LTM EBITDA Margin NM Partially spun-off from Brookfield Asset Management on April 15, 2013.

Brookfield Property Partners is a global owner, operator and investor in high quality commercial property. The company invests in well-located real estate assets that generate, or have the potential to generate, long-term, predictable and sustainable cash flows with attractive growth and development potential in some of the world’s most resilient and dynamic markets. The company seeks to enhance the cash flows and value of these assets through active asset management and an operations-oriented approach. The company attempts to invest at attractive valuations, capitalizing on distress situations where possible, creating opportunities for superior valuation gains and cash flow returns, and to monetize assets at appropriate times to realize value.

Brookfield Property Partners is Brookfield Asset Management’s flagship public commercial property entity and the primary entity through which Brookfield Asset Management owns and operates these businesses on a global basis. Brookfield Property Partners L.P. owns, operates, and invests in commercial properties in North America, Europe, Australia, and Brazil. As of April 1, 2013, the company had interests in approximately 300 office and retail properties covering approximately 250 million square feet; approximately 15,600 multi-family units; and 29 million square feet of industrial space, as well as an 18 million square foot office development pipeline. It also has investments in distressed and under-performing real estate assets and businesses; and commercial real estate mortgages and mezzanine loans. The company is headquartered in Hamilton, Bermuda.




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CCOOMMVVEERRSSEE,, IINNCC.. ((CCNNSSII))

Business Overview

($ in millions)

Market Cap. 700 2013E P/E 24.8x LTM Unlevered FCF Yield 18.1%

Enterprise Value 439 EV/EBITDA 10.5x LTM EBITDA Margin 10.4% Comverse was spun-off from Comverse Technology on 11/1/2012. Comverse is a provider of software-based products, systems, and related services that:

• Provide converged, prepaid and postpaid billing and active customer management systems (referred to as Business Support Systems or BSS) for wireless, wireline and cable network operators delivering a value proposition designed to ensure timely and efficient service monetization, consistent customer experience, reduced complexity and cost, and enable real-time marketing based on all relevant customer profile information; • Enable wireless and wireline (including cable) network-based Value-Added Services (or VAS), comprised of two categories—Voice and Messaging—that include voicemail, visual voicemail, call completion, short messaging service (or SMS) text messaging (or texting), multimedia picture and video messaging, and Internet Protocol (or IP) communications; and • Provide wireless users with optimized access to Internet websites, content and applications, manage and enforce policy and generate data usage and revenue for wireless operators.

Products and services are used by more than 450 wireless, wireline and cable network communication service providers in more than 125 countries, including the majority of the world’s 100 largest wireless network operators. The products and services are designed to generate voice and data network traffic, increase revenue and customer loyalty, monetize services and improve operational efficiency.




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CCSSTT BBRRAANNDDSS,, IINNCC.. ((CCSSTT))

Business Overview

($ in millions)


Enterprise Value 3,460 EV/EBITDA 8.8x LTM EBITDA Margin 4.0% CST Brands was spun off from Valero Energy Corp. on May 2. 2013. It is one of the largest independent retailers of motor fuel and convenience merchandise items in the U.S. and eastern Canada. Operations include (i) the sale of motor fuel at convenience stores, filling stations and cardlocks, (ii) the sale of convenience merchandise items and services at convenience stores and (iii) the sale of heating oil to residential customers and heating oil and motor fuel to small commercial customers. There are two operating segments: Retail–U.S. – As of December 31, 2012, 1,032 convenience stores located in Arizona, Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Texas and Wyoming; and Retail–Canada – As of December 31, 2012, 848 retail sites located in New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Québec




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DDIISSTTRRIIBBUUIIDDOORRAA IINNTTEERRNNAACCIIOONNAALL DDEE AALLIIMMEENNTTAACCIIOONN,, SS..AA.. ((DDIIAA--EESS))

Business Overview (€ in millions)


Enterprise Value 4,091 EV/EBITDA 6.4x LTM EBITDA Margin 5.7% Spun off from Carrefour on July 5, 2011. Founded in 1979, DIA is a distribution chain started in Madrid, Spain. The DIA Group is a Spanish multinational with 47,817 employees working in the company's 6,464 establishments in Spain, France (under the ED and DIA banners), Portugal (with the name of Minipreço), Turkey, Argentina, Brazil, and China (also with the DIA brand). In total, 4,303 stores are owned by the Group and more than 2,000 are franchised, making DIA the third largest franchiser in Europe in the food sector and the leader in Spain. This network of stores is supplied by the company's 42 logistical platforms, which are distributed throughout the countries where the group is present.



2012-13 Stock Price & Volume Chart (Euros)

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EECCHHOO EENNTTEERRTTAAIINNMMEENNTT GGRROOUUPP LLTTDD.. ((EEGGPP--AAUU))

Business Overview

(AUD in millions)


Enterprise Value 2,905 EV/EBITDA 7.3x LTM EBITDA Margin 17.1% Echo Entertainment Group Limited provides leisure and entertainment services in Australia. It offers services related to the casino gambling, entertainment, and hospitality. The company operates the Star casino in Sydney; the Jupiters hotels and casinos in Queensland; and Treasury hotel and casino in Brisbane. It also manages the Gold Coast convention and exhibition center, as well as holds interests in and manages the Townsville entertainment and convention center in Queensland. The company is based in Brisbane, Australia. Echo Entertainment Group was spun out of TABCORP Holdings on June 6, 2011.



2012-13 Stock Price & Volume Chart ($AUD)

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EE--MMAARRTT CCOOMMPPAANNYY LLTTDD.. ((113399448800--KKSS))

Business Overview

($ in millions)


Enterprise Value 7,805 EV/EBITDA 8.5x LTM EBITDA Margin 8.7% Spun off from Shinsegae on June 10, 2011, E-Mart Company Ltd. operates a chain of supermarkets and is one of the largest retailers in South Korea. E-Mart has over US$9 billion in annual sales and owns 127 stores in Korea and 27 stores in China. The company has grown aggressively through new store openings and the acquisition of Walmart Korea in 2006. Founded in 1993, E-Mart is based in Seoul, South Korea.




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EENNEERRFFLLEEXX LLTTDD.. ((EEFFXX--CCAA))

Business Overview

(CAD in millions)


Enterprise Value 1,079 EV/EBITDA 7.2x LTM EBITDA Margin 10.4% Enerflex Ltd. provides products, services, and integrated solutions for processing and moving energy between wellheads and markets in Canada and internationally. It engineers, designs, and manufactures production and processing equipment, including natural gas, heavy oil, and carbon dioxide processing equipment; designs, fabricates, and commissions gas compressor packages, as well as provides compression systems for refrigeration systems, natural gas pipeline transportation, gas injection, and CO2 and natural gas processing plants; supplies standard and custom-built power generation, and combined heat and power units; and designs and installs environmental products, including acoustic and noise control systems, air pollution control systems, CO2 capture technologies, dust collection systems, and regenerative thermal oxidizers. The company also offers mechanical services for overhauling, optimizing, and maintaining compression, production, and refrigeration equipment; provides retrofit services to re-engineer, reconfigure, and repackage compressors; rents compressors; and constructs small to medium-sized natural gas processing facilities and compressor stations. In addition, it offers integrated turnkey and early production facilities, lifecycle asset optimization, equipment buyback, hydrocarbon recovery, and greenhouse gas solutions. Enerflex Ltd. serves customers in the Americas, Australasia, Europe/CIS, the Middle East, and internationally. The company was formerly known as Enerflex Systems Income Fund and changed its name to Enerflex Ltd. in January 2010. Enerflex Ltd. was incorporated in 1980 and is headquartered in Calgary, Canada. Enerflex Ltd. operates independently of Toromont Industries Ltd. as of June 01, 2011.



2012-13 Stock Price & Volume Chart ($CAD)

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EENNGGIILLIITTYY HHOOLLDDIINNGGSS,, IINNCC.. ((EEGGLL))

Business Overview

($ in millions)


Enterprise Value 851 EV/EBITDA 6.2x LTM EBITDA Margin 8.3% Spun-off from L-3 Communications on July 18, 2012, Engility is a leading provider of systems engineering services, training, program management, and operational support for the U.S. Government worldwide. The business is focused on supporting the mission success of customers by providing a full range of engineering, technical, analytical, advisory, training, logistics and support services. Revenues are spread over a diverse mix of activities and services with no single contract accounting for more than 7% of revenue in 2011. For the year ended December 31, 2011, revenues were $2.2 billion, 98% of which was derived from U.S. Government customers. The company operates in two segments: Professional Support Services and Mission Support Services. The Professional Support Services segment provides Systems Engineering and Technical Assistance (SETA) services, program management support and software engineering lifecycle sustainment and support services. The Professional Support Services segment had 2011 revenues of $1.2 billion. TheMission Support Services segment provides capabilities such as defense related training, education and support services, law enforcement training, national security infrastructure and institutional development. The Mission Support Services segment had 2011 revenues of $1.0 billion. Engility, through its predecessor companies, has provided mission critical services to several U.S. Government departments and agencies for over four decades. Customers include the U.S. Department of Defense (DoD), U.S. Department of Justice (DoJ), U.S. Agency for International Development (USAID), U.S. Department of State (DoS), Federal Aviation Administration (FAA), Department of Homeland Security (DHS), and allied foreign governments. As of December 31, 2011, the company employed approximately 9,200 individuals globally and operated in over 70 countries.




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EERRAA GGRROOUUPP IINNCC.. ((EERRAA))

Business Overview

($ in millions)

Market Cap. 489 2013E P/E NA LTM Unlevered FCF Yield 0.3%

Enterprise Value 743 EV/EBITDA 9.5x LTM EBITDA Margin 28.0% Era Group is one of the largest helicopter operators in the world and the longest serving helicopter transport operator in the U.S. In the year ended December 31, 2012, approximately 56% and 15% of total operating revenues were earned in the U.S. Gulf of Mexico and Alaska, respectively. The company also provides helicopters and related services to third-party helicopter operators in other countries. Additional markets include Brazil, Canada, India, Indonesia, Mexico, Norway, Spain, Sweden, the United Kingdom, and Uruguay. The helicopters are primarily used to transport personnel to, from and between offshore installations, drilling rigs and platforms. The primary users of helicopter services are major integrated and independent oil and gas companies, including Anadarko Petroleum Corporation, Shell Exploration and Production Company, and Petrobras America Inc., and the U.S. government. In the years ended December 31, 2012 and 2011, approximately 64% and 54% of operating revenues, respectively, were derived from helicopter services, including emergency search and rescue services, provided to clients primarily involved in oil and gas activities. In addition to serving the oil and gas industry, the company provides helicopters under contract-lease, air medical services, firefighting support and Alaska flightseeing tours, among other activities. Historically, operations have primarily served the U.S. offshore oil and gas industry. The company has initiated efforts to reduce dependence on that market and take advantage of the mobility and versatility of helicopters in order to expand into other geographic regions.

Era Group was spun off from Seacor Holdings on January 31, 2013.




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EEXXEELLIISS,, IINNCC.. ((XXLLSS))

Business Overview

($ in millions)


Enterprise Value 4,709 EV/EBITDA 7.9x LTM EBITDA Margin 13.1% Exelis, Inc. was spun-off from ITT Corporation as of October 31, 2011 and is ITT’s old defense business. Exelis, Inc. provides command, control, communications, computers, intelligence, surveillance, and reconnaissance related products and systems to military, marines and air force, intelligence and security agencies, government, and commercial customers worldwide. It operates in two segments, C4ISR Electronics and Systems, and Information and Technical Services. The C4ISR Electronics and Systems segment provides engineered electronic systems and equipment, including force protection, electronic warfare systems, reconnaissance and surveillance systems, and integrated structures, as well as space and advanced engineering solutions. The Information and Technical Services segment offers a range of systems integration, operations, sustainment, engineering, logistics, space launch, and range-support solutions for the U.S. military and various government agency customers. The company is based in McLean, Virginia.




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FFIIAATT IINNDDUUSSTTRRIIAALL SS..PP..AA.. ((FFII--IITT))

Business Overview

(€ in millions)


Enterprise Value 30,394 EV/EBITDA 10.5x LTM EBITDA Margin 13.7% Spun-off from Fiat on January 3, 2011, Fiat Industrial SpA sells powertrain units for automotive, industrial, and marine applications. It also manufactures and supplies truck, bus, and diesel engines, and engages in engineering, manufacturing, marketing, and distributing agricultural and construction equipment. Also, the company owns an 89% equity interest in publicly traded CNH Global (Ticker: CNH). CNH Global N.V. manufactures, markets, and distributes a line of agricultural and construction equipment and parts worldwide. It operates in three segments: Agricultural Equipment, Construction Equipment, and Financial Services. The Agricultural Equipment segment provides tractors, combine harvesters, hay and forage equipment, seeding and planting equipment, tillage equipment, and sprayers, as well as cotton picker packagers, and sugar cane and grape harvesters primarily under the Case IH and New Holland brands. The Construction Equipment segment offers heavy construction equipment, such as crawler and wheeled excavators, wheel loaders, graders, dozers, and articulated haul trucks; and light construction equipment, including backhoe loaders, skid steer and tracked loaders, mini and midi excavators, compact wheel loaders, and telehandlers primarily under the Case and New Holland Construction brands.



2012-13 Stock Price & Volume Chart (Euros)

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FFIIEESSTTAA RREESSTTAAUURRAANNTT GGRROOUUPP,, IINNCC.. ((FFRRGGII))

Business Overview

($ in millions)


Enterprise Value 928 EV/EBITDA 13.5x LTM EBITDA Margin 11.8% Fiesta Restaurant Group, through its subsidiaries, owns and operates quick-casual restaurants in the United States under the “Pollo Tropical” and “Taco Cabana” brands. The company’s Pollo Tropical restaurants offer a selection of tropical and Caribbean food and its Taco Cabana restaurants provide a selection of Tex-Mex and traditional Mexican food. As of April 1, 2012, the company operated 86 Pollo Tropical and 157 Taco Cabana restaurants, and franchised 38 restaurants. Fiesta Restaurant Group was incorporated in 2011, and is based in New York. Fiesta Restaurant Group has been operating independently of Carrols Restaurant Group, Inc. since April 26, 2012.




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FFOORRTTUUNNEE BBRRAANNDDSS HHOOMMEE && SSEECCUURRIITTYY,, IINNCC.. ((FFBBHHSS))

Business Overview

($ in millions)


Enterprise Value 6,998 EV/EBITDA 14.8x LTM EBITDA Margin 8.7% Spun-off from Fortune Brands on October 3, 2011, Fortune Brands Home & Security, Inc. sells home and security products for use in residential home repair, remodeling, new construction, security, and storage applications. The company operates in four segments: Kitchen & Bath Cabinetry; Plumbing & Accessories; Advanced Material Windows & Door Systems; and Security & Storage. The Kitchen & Bath Cabinetry segment manufactures custom, semi-custom, and stock cabinetry for the kitchen, bath and other parts of the home. The company sells a portfolio of brands, including Aristokraft, Omega, Kitchen Craft, Schrock, Diamond, HomeCrest, Decora, Kemper, Thomasville, and Martha Stewart Living. The Plumbing & Accessories segment manufactures or assembles faucets, accessories, and kitchen sinks in North America, China, and India, primarily under the Moen brand. Its major customers include The Home Depot, Lowe’s, Masco (Delta), Kohler, Stanley Black & Decker (Pfister), and American Standard. The Advanced Material Windows & Door Systems segment manufactures fiberglass and steel entry door systems, vinyl-framed window and patio doors, and urethane millwork product lines. These products are sold under the Therma-Tru, Simonton, and Fypon brands. The company’s competitors include Masonite, JELD-WEN and Plastpro, Silverline (owned by Andersen Windows), Atrium, and Milgard (owned by Masco). The Security & Storage segment consists of locks, safety, and security devices manufactured, sourced and distributed by Master Lock and tool storage and garage organization products manufactured by Waterloo. Master Lock manufactures and sells key-controlled and combination padlocks, bicycle and cable locks, built-in locker locks, door hardware, automotive, trailer and towing locks and other specialty safety and security devices.




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HHOOWWAARRDD HHUUGGHHEESS CCOORRPP.. ((HHHHCC))

Business Overview

($ in millions)

Market Cap. 4,279 2013E P/E 65.7x P/TBV 1.9x

Enterprise Value 4,792 EV/EBITDA NA P/FFO NA Separated from General Growth Properties (GGP) as part of GGP’s bankruptcy emergence plan in November 2010, Howard Hughes Corp. (HHC) received certain of the assets and liabilities of the former GGP. The company owns, manages and develops commercial, residential and mixed-use real estate throughout the country. Created from a subset of 34 strategic assets formerly owned by GGP, the assets include master planned communities, operating properties, and development opportunities in 18 states. The properties of HHC are as follows: Four master planned communities with an aggregate of 14,653 remaining saleable acres (Summerlin- Las Vegas;

Bridgeland- Houston; The Woodlands- Houston; Maryland: Columbia, Emerson, and Fairwood);

Nine mixed-use development opportunities comprised of 1,129 acres;

Seven redevelopment-opportunity retail malls with approximately 1 million square feet of existing gross leasable space;

Four mall developmental projects comprised of 647 acres; and

Equity interests in eleven other real estate assets or projects. Howard Hughes’ eight operating properties include Cottonwood Square (Holladay, UT), South Street Seaport (Manhattan, NY), various properties in Columbia Town Center (Columbia, MD), Landmark Mall (Alexandria, VA), Park West (Peoria, AZ), Rio West Mall (Gallup, NM), Riverwalk Marketplace (New Orleans, LA), and Ward Centers (Honolulu, HI).




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HHUUNNTTIINNGGTTOONN IINNGGAALLLLSS IINNDDUUSSTTRRIIEESS,, IINNCC.. ((HHIIII))

Business Overview

($ in millions)


Enterprise Value 5,761 EV/EBITDA 9.5x LTM EBITDA Margin 8.1% Spun-off from Northrop Grumman Corporation on of March 31, 2011 and based in Newport News, Virginia, HII designs, builds, and maintains nuclear and non-nuclear ships for the U.S. Navy and Coast Guard. It designs, builds, and refuels nuclear-powered aircraft carriers, as well as provides maintenance and modernization work on aircraft carriers; and designs and builds nuclear-powered submarines, as well as offers design and engineering, and fleet maintenance support services. The company also develops and produces warships for the surface Navy fleet, U.S. Coast Guard, U.S. Marine Corps, and foreign and commercial customers. In addition, it provides naval architecture and marine engineering, naval ship systems assessments, maintenance engineering, waterfront maintenance support, acquisition program support, shipyard industrial engineering, and C4I installation and support services, as well as life cycle integrated logistics services, such as technical manual development, provisioning documentation, spare parts management, training development and delivery, and software development. Further, it offers full service ship repair and conversion services, including electrical and electronic, insulation, machinery, coating and abrasive blasting, pipe fabrication and boiler repair, rigging cranes, and metal fabrication. Additionally, the company provides complex nuclear project management; safe management and handling of radiological materials and waste; and nuclear facility construction, commissioning, operations, and D&D services. The company is the nation’s sole industrial designer, builder and refueler of nuclear-powered aircraft carriers, the sole supplier and builder of amphibious assault and expeditionary warfare ships to the U.S. Navy, the sole builder of National Security Cutters for the U.S. Coast Guard, one of only two companies currently designing and building nuclear-powered submarines for the U.S. Navy and one of only two companies that builds the U.S. Navy’s current fleet of DDG-51 Arleigh Burke-class destroyers. Huntington Ingalls Industries, Inc. is based in Newport News, Virginia.




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HHYYSSTTEERR--YYAALLEE MMAATTEERRIIAALLSS HHAANNDDLLIINNGG,, IINNCC.. ((HHYY))

Business Overview

($ in millions)


Enterprise Value 1,148 EV/EBITDA 7.8x LTM EBITDA Margin 5.7% Based in Cleveland, Ohio, Hyster-Yale Materials Handling, Inc. was spun-off from Nacco Industries Inc. (NC) as of September 28, 2012. The company designs and manufactures materials handling equipment. It produces warehouse trucks, counterbalanced trucks, and cargo and container handling trucks while also selling after-market parts (13% of revenues). The company markets its lift trucks under Hyster, Yale, and Sumitomo-Yale brand names. In 2011, sales of Hyster-Yale units represented approximately 8% of the global lift truck market and 21% of the lift truck market in the Americas. Approximately 62% of total company sales were in the Americas, 29% in Europe and 9% in Asia-Pacific.




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KKRRAAFFTT FFOOOODDSS GGRROOUUPP,, IINNCC.. ((KKRRFFTT))

Business Overview

($ in millions)


Enterprise Value 46,140 EV/EBITDA 13.0x LTM EBITDA Margin 18.6% Kraft Foods Group, Inc. operates as a food and beverage company in North America. It manufactures and markets refreshment beverages, liquid concentrates, packaged juice drinks, powdered beverages, coffee products, beverage mixers, and hot beverage systems; processed cheese products; lunch meats, hot dogs, and bacon, as well as lunch combinations, soy-based meat alternatives, and pickles; and macaroni and cheese dinners, nuts, trail mixes and peanut butter, corn snacks, dry packaged desserts, and refrigerated gelatin and pudding snacks. The company also offers whipped toppings, marshmallows, chocolate and baking ingredients, salad dressings, sauces, mustards, bake coatings, stuffing mixes, meal kits, and shells and cheese dinners. Kraft Foods Group, Inc. provides its products primarily under the Kraft, Oscar Mayer, and Maxwell House brands. The company sells its products directly, as well as through a network of sales agencies and distributors. It offers its products, principally to supermarket chains, wholesalers, supercenters, club stores, mass merchandisers, distributors, convenience stores, drug stores, gasoline stations, value stores, and other retail food outlets. The company was formerly known as Kraft Foods Global, Inc. and changed its name to Kraft Foods Group, Inc. in March 2012. Kraft Foods Group, Inc. is based in Northfield, Illinois. Kraft Foods (KFT) spun-off Kraft Foods Group (KRFT) and changed the name of the remaining business to Mondelez International (MDLZ). The spin-off date was October 2, 2012.




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LLOONNEE PPIINNEE RREESSOOUURRCCEESS IINNCC.. ((LLPPRR))

Business Overview

($ in millions)

Market Cap. 42 2013E P/E NM LTM Unlevered FCF Yield NM

Enterprise Value 402 EV/EBITDA 7.5x LTM EBITDA Margin 47.3% Spun-off from Forest Oil Corp on September 30, 2011, Lone Pine Resources Inc. engages in the exploration, development, and production of oil and gas properties in Alberta, British Columbia, Quebec, and the Northwest Territories of Canada. As of December 31, 2010, the company had approximately 376 Bcfe of estimated proved reserves, of which approximately 71% was natural gas and approximately 55% was classified as proved developed. It also had approximately 1.1 million gross acres of land and approximately 181 gross proved undeveloped drilling locations. The company was incorporated in 2010 and is based in Calgary, Canada.




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MMAALLLLIINNCCKKRROODDTT PPLLCC ((MMNNKK))

Business Overview

($ in millions)

Market Cap. 2,633 2013E P/E 15.9x LTM Unlevered FCF Yield NM

Enterprise Value 2,762 EV/EBITDA 6.9x LTM EBITDA Margin 18.4% Mallinckrodt was spun off from Covidien on July 1, 2013.

Mallinckrodt is a global company that develops, manufactures, markets and distributes both branded and generic specialty pharmaceuticals, API and diagnostic imaging agents. The company uses API products in the manufacture of generic pharmaceuticals and also sells them to other pharmaceutical companies. Products are found in almost every hospital, standalone diagnostic imaging center or pharmacy in the U.S. and have a sales presence in approximately 50 countries.

Businesses:

Specialty Pharmaceuticals

Specialty Pharmaceuticals segment has two major components: (1) Brands, which the company believes will continue to be a growth area, and (2) Generics and API, which expects to continue to grow and generate significant cash.

Global Medical Imaging

Global Medical Imaging segment develops, manufactures and markets products in two areas: (1) Contrast Media and Delivery Systems used in CT and MRI imaging, and (2) Nuclear Imaging, which provides radiopharmaceuticals used in SPECT imaging for myocardial perfusion cardiac imaging and bone scans. In fiscal 2012, Global Medical Imaging segment accounted for 50% of net sales. The company believes the Global Medical Imaging segment provides a platform for growth outside the U.S. and significant cash generation.




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MMAARRAATTHHOONN PPEETTRROOLLEEUUMM CCOORRPPOORRAATTIIOONN ((MMPPCC))

Business Overview

($ in millions)


Enterprise Value 23,399 EV/EBITDA 4.2x LTM EBITDA Margin 8.0% Spun-off from Marathon Oil Corporation on July 1, 2011 and headquartered in Findlay, Ohio, Marathon Petroleum Corporation’s business is refining, transporting, and marketing petroleum products primarily in the United States and internationally. It operates six refineries in the Gulf Coast and Midwest regions of the United States, which refines crude oil and other feedstocks; and distributes refined products through barges, terminals, and trucks. The company also involves in the marketing of various petroleum products, including gasoline, distillates, lubricants, asphalt, heavy oils, petrochemicals, petroleum cake, propane, and other specialty products to commercial, industrial, and retail customers. In addition, it transports crude oil and other feedstocks to its refineries and other locations; and delivers refined products to wholesale and retail market areas. The company owns, operates, leases, and has ownership interests in approximately 9,600 miles of crude and refined product pipelines to deliver crude oil to its refineries and other locations and refined products to wholesale and retail market areas. Further, it operates 5,100 Marathon branded gasoline stores in 18 states throughout the Midwest and Southeast United States; and 1,350 Speedway branded gasoline and convenience stores.




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MMAARRRRIIOOTTTT VVAACCAATTIIOONNSS WWOORRLLDDWWIIDDEE CCOORRPP.. ((VVAACC))

Business Overview

($ in millions)


Enterprise Value 2,129 EV/EBITDA 12.9x LTM EBITDA Margin 15.5% Marriott Vacations Worldwide Corporation was spun-off from Marriott International, Inc. as of November 21, 2011. The company engages in the development, marketing, sale, and management of vacation ownership resorts and vacation club, and destination club and exchange programs. It sells points-based and weeks-based vacation ownership products under the Marriott Vacation Club; resort residential real estate vacation ownership developments under the Grand Residences by Marriott; luxury vacation ownership products under the Ritz-Carlton Destination Club; and whole ownership luxury residential real estate under the Ritz-Carlton Residences brands. As of December 31, 2010, the company had 10,810 vacation ownership villas, 46 resorts, and 368,081 owners, as well as 10 locations, 710 residence villas and homes, and 3,033 owners in its luxury business in the United States and the Caribbean; 919 villas and 28,913 owners in Europe; and 325 villas and 10,890 owners in the Asia Pacific. It also operated 64 vacation ownership resorts, as well as approximately 400,000 owners of vacation ownership and residential products. In addition, the company offers consumer financing services to qualified purchasers of its vacation ownership products; and involves in the rental of vacation ownership inventory. It sells its upscale tier vacation ownership products primarily through a worldwide network of resort-based sales centers and certain off-site sales locations. The company is headquartered in Orlando, Florida.




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NNEEWW RREESSIIDDEENNTTIIAALL IINNVVEESSTTMMEENNTT CCOORRPP.. ((NNRRZZ))

Business Overview

($ in millions)


Enterprise Value 2,537 EV/EBITDA NA LTM EBITDA Margin NA New Residential is a public REIT focused primarily on investing in residential mortgage related assets. It is externally managed by an affiliate of Fortress. The company invests in residential real estate related investments including, but not limited to, Excess MSRs, RMBS and residential mortgage loans. New Residential’s investment guidelines enable it to make investments in a wide array of assets, including mortgage servicing advances and non-real estate related assets such as consumer loans. New Residential Investment was spun off from Newcastle Investment Corp. on May 15, 2013.




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NNEEWWSS CCOORRPP.. ((NNWWSSAA))

Business Overview

($ in millions)


Enterprise Value 7,884 EV/EBITDA 9.7x LTM EBITDA Margin 7.0% News Corp. was spun off from Twenty First Century Fox. on July 1, 2013.

News Corp. is a global diversified media and information services company focused on creating and distributing content to consumers and businesses throughout the English-speaking world, as well as increasingly in other countries across the globe. The company is comprised of businesses across a range of media, including: news and information services, sports programming in Australia, digital real estate services, book publishing, and pay-TV distribution in Australia, that are distributed under some of the world’s most recognizable and respected brands, including The Wall Street Journal, Dow Jones, Herald Sun, The Sun, The Times, HarperCollins Publishers, FOX SPORTS Australia, realestate.com.au, and many others. The company is also a developing provider of digital education content, assessment and delivery services.

News Corp. delivers premium content to consumers across numerous distribution platforms consisting not only of traditional print and television, but also through an array of digital platforms including websites, electronic readers and applications for tablets and mobile devices. The company is focused on pursuing integrated strategies across businesses to continue to capitalize on the transition from print to digital consumption of high-quality content.

The revenue base consists of recurring subscriptions, circulation copies, licensing fees, affiliate fees and direct sales as well as the sale of advertising and sponsorships. Headquartered in New York, the company operates primarily in North America, Australia, and the U.K., and content is distributed and consumed worldwide.

Operations are organized into five reporting segments: (i) News and Information Services; (ii) Cable Network Programming (a separate segment since November 2012; (iii) Digital Real Estate Services; (iv) Book Publishing; and (v) Other, which primarily consists of Amplify, a digital education business, and general corporate overhead expenses. A 50% stake in Foxtel is accounted for as an equity investment.




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PPHHIILLLLIIPPSS 6666 ((PPSSXX))

Business Overview

($ in millions)


Enterprise Value 39,596 EV/EBITDA 4.9x LTM EBITDA Margin 4.0% Phillips 66, an independent downstream energy company, engages in the refining and marketing, midstream, and chemicals businesses. The company purchases, refines, markets, and transports crude oil and petroleum products primarily in the United States, Europe, and Asia; and owns or leases various transportation assets, such as pipelines and terminals, marine and inland vessels, railcars, and trucks for the delivery of crude oil, refined products, natural gas, and NGL, as well as engages in power generation activities, and lubricants and other specialty products businesses. As of May 10, 2012, Phillips 66 operated 15 refineries with a net crude oil capacity of 2.2 million barrels per day; approximately 10,000 branded marketing outlets in the United States and Europe; and 15,000 miles of pipeline systems. The company, through its 50% equity investment in DCP Midstream, LLC, operates as a natural gas gatherer and processor, and NGL producer and marketer in the United States with 7.2 billion cubic feet per day of gross natural gas processing capacity. Phillips 66 directly owns and operates interests in 3 NGL fractionators and gathering systems at NGL hubs in the United States; and owns a 25% interest in the Rockies Express natural gas pipeline. In addition, the company, through its 50% equity investment in Chevron Phillips Chemical Company LLC, produces olefins and polyolefins; and supplies aromatics and styrenics. Phillips 66 was founded in 1875 and is headquartered in Houston, Texas.




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PPOOSSTT HHOOLLDDIINNGGSS,, IINNCC.. ((PPOOSSTT))

Business Overview

($ in millions)


Enterprise Value 2,294 EV/EBITDA 10.8x LTM EBITDA Margin 21.7% Based in St. Louis, Missouri, Post Holdings is a manufacturer, marketer, and distributor of branded ready-to-eat cereals in the U.S. and Canada and the third largest cereal maker (~10% international sales, mainly in Canada) with an 11% market share according to A.C. Nielsen. Post brand names include cereals such as Honey Bunches of Oats, Pebbles, Post Selects, Great Grains, Spoon Size, Shredded Wheat, Post, Raisin Bran, Grape-Nuts, and Honeycomb. Wal-Mart represents 21% of the company’s net sales with the top ten customers representing approximately 56% of total net sales in Fiscal 2011. The company has a history of being purchased and sold beginning when it was acquired by Philip Morris and subsequently merged with Kraft Foods in 1989. In 2008, Post was split-off from Kraft and, in connection with this transaction, merged into Ralcorp. Post was spun out of Ralcorp on February 3, 2012.




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QQEEPP RREESSOOUURRCCEESS,, IINNCC.. ((QQEEPP))

Business Overview

($ in millions)

Market Cap. 5,396 2013E P/E 20.1x LTM Unlevered FCF Yield NM

Enterprise Value 8,869 EV/EBITDA 5.5x LTM EBITDA Margin 52.8% Spun-off from Questar Corporation in June 2010 and headquartered in Denver, Colorado, QEP Resources, Inc. operates as a natural gas-focused energy company. The company’s business is the acquisition, exploration, development, and production of natural gas, oil, and natural gas liquids in the Rocky Mountain region of Wyoming, Utah, Colorado, and North Dakota; and the Midcontinent region of Oklahoma, Texas, and Louisiana. The company sells natural gas to various customers, including gas-marketing firms, industrial users, and local-distribution companies. As of December 31, 2009, QEP Resources had approximately 2,746.9 Bcfe of estimated proved reserves, as well as had working interests in 610 producing wells in northwest Louisiana; 427 producing wells on the Pinedale Anticline; 2,334 gross producing wells in the Uinta Basin of eastern Utah; and 26 producing Bakken wells in North Dakota. In addition, it markets equity and third-party gas and oil; provides risk-management services; and owns and operates an underground gas-storage reservoir.




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RROOUUSSEE PPRROOPPEERRTTIIEESS,, IINNCC.. ((RRSSEE))

Business Overview

($ in millions)

Market Cap. 1,018 2013E P/E NA P/TBV 2.5x

Enterprise Value 2,203 EV/EBITDA 16.7x P/FFO 53.3x A spin-off from General Growth Properties on January 12, 2012, Rouse Properties, Inc. owns and manages regional malls in the United States. The company has a portfolio with 31 regional Class ‘B’ malls in 19 states encompassing approximately 22 million square feet of retail space. Rouse properties are located in the heart of America and are home to industry-leading brands from JCPenney and Macy’s to Darden Restaurants and Victoria’s Secret. The company is based in New York, New York.




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SSEEAARRSS HHOOMMEETTOOWWNN AANNDD OOUUTTLLEETT SSTTOORREESS,, IINNCC.. ((SSHHOOSS))

Business Overview

($ in millions)

Market Cap. 1,002 2013E P/E NA LTM Unlevered FCF Yield 7.4%

Enterprise Value 1,024 EV/EBITDA 10.3x LTM EBITDA Margin 4.1% The company is a national retailer primarily focused on selling home appliances, lawn and garden equipment, tools and hardware. As of February 2, 2013, the company and its dealers and franchisees operated 1,245 stores across all 50 states, Puerto Rico and Bermuda. In addition to merchandise, a full suite of services, including home delivery, installation and extended service contracts is offered. There are two segments—the Sears Hometown and Hardware segment ("Hometown") and the Sears Outlet segment ("Outlet"). Hometown stores are designed to provide customers with in-store and online access to a wide selection of national brands of home appliances, lawn and garden equipment, tools, sporting goods, and household goods, depending on the particular store. Outlet stores are designed to provide in-store and online access to purchase new, one-of-a-kind, out-of-carton, discontinued, obsolete, used, reconditioned, overstocked and scratched and dented products, collectively “outlet-value products” across a broad assortment of merchandise categories, including home appliances, apparel, mattresses and lawn and garden equipment at prices that are significantly lower than manufacturers’ suggested retail prices. Sears Hometown & Outlets was separated from Sears Holding Corp. on October 12, 2012 through a rights offering.




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SSTTAARRZZ ((SSTTRRZZAA))

Business Overview

($ in millions)


Enterprise Value 3,723 EV/EBITDA 8.9x LTM EBITDA Margin 26.3% Starz was spun out of Liberty Media on January 11, 2013. The company’s principal businesses are conducted by wholly-owned subsidiaries Starz Entertainment and Film Roman, and majority-owned subsidiary Starz Media.

Starz Channels is a leading provider of premium subscription video programming to U.S. multichannel video distributors, including cable operators (such as Comcast and Time Warner Cable), satellite television providers (such as DIRECTV and Dish Network), and telecommunications companies (such as AT&T and Verizon). Starz Channels' flagship premium networks are Starz and Encore. As of September 30, 2012, these networks were available for subscription in approximately 100 million U.S. multichannel households, defined as households subscribing to services offered by multichannel video distributors, as well as over the internet, and served approximately 55 million subscribers. A third network, MoviePlex, offers a variety of library content, art house, independent films and classic movies. Starz and Encore, along with MoviePlex, air over 1,000 movies monthly across 17 linear networks complemented by On Demand and internet services.

Starz Media and Other Businesses include the operations of Starz Distribution and Starz Animation operating segments. The ancillary revenue and expenses of the Starz Channels' original programming content is managed by Starz Media through the Starz Distribution operating segment for a distribution fee. Starz Distribution includes Home Video, Digital Media and Worldwide Distribution businesses. Starz Animation includes the operations of Film Roman, a leading animation studio.


Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor's. Market data as of 1/7/2013.


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SSUUNNCCOOKKEE EENNEERRGGYY IINNCC.. ((SSXXCC))

Business Overview

($ in millions)


Enterprise Value 1,755 EV/EBITDA 8.7x LTM EBITDA Margin 12.6% SunCoke Energy, Inc. is the largest independent producer of high-quality metallurgical coke in the Americas, as measured by tons of coke produced each year, and has almost 50 years of coke production experience. The company has been operating independently of Sunoco, Inc. as of January 17, 2012 and is headquartered in Lisle, Illinois. Metallurgical coke is a principal raw material in the integrated steelmaking process. The company designed, developed and built, and owns and operates five metallurgical cokemaking facilities in the United States and designed and operates one cokemaking facility in Brazil under licensing and operating agreements on behalf of its customers. A fifth U.S. cokemaking facility in Middletown, OH was completed and commenced operations in October 2011. With this Middletown facility, total U.S. cokemaking capacity has increased from approximately 3.7 million tons of coke per year to approximately 4.2 million tons of coke per year. The cokemaking facility in Brazil has cokemaking capacity of approximately 1.7 million tons of coke per year. SXC also has a preferred stock investment in the Brazil facility. The company owns and operates coal mining operations in Virginia and West Virginia that sold approximately 1.4 million tons of metallurgical coal (including internal sales to cokemaking operations) in 2011. Business results are reported through four segments: (1) Jewell Coke consists of cokemaking operations located in Vansant, Virginia; (2) Other Domestic Coke consists of Indiana Harbor, Haverhill and Granite City cokemaking and heat recovery operations located in East Chicago, Indiana, Franklin Furnace, Ohio and Granite City, Illinois, respectively. Beginning in October 2011, operating results of Middletown cokemaking operations located in Middletown, Ohio in were included in the Other Domestic Coke segment; (3) International Coke consists of operations in Vitória, Brazil, where the company operates a cokemaking facility for a Brazilian subsidiary of ArcelorMittal.; and (4) Coal Mining consists of metallurgical and thermal coal mining activities conducted in Virginia and West Virginia. In January 2011, the company acquired Harold Keene Coal Co., Inc. and its affiliated companies whose results are included in this segment from the date of acquisition.




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TTRREEAASSUURRYY WWIINNEE EESSTTAATTEESS LLIIMMIITTEEDD ((TTWWEE--AAUU))

Business Overview

(AUD in millions)


Enterprise Value 3,381 EV/EBITDA 11.6x LTM EBITDA Margin 14.4% Treasury Wine Estates Limited engages in the manufacture, sale, and marketing of wines. Its wine portfolio includes brands, such as Beringer, Chateau St. Jean, Lindeman’s, Wolf Blass, Penfolds, Rosemount, Wynns Coonawarrra Estate, Stags’ Leap Winery, Matua Valley, Etude, Castello di Gabbiano, Australia’s Seppelt, Coldstream Hills, and Devil’s Lair. The company sells its products in Australia, New Zealand, Europe, the Middle East, Africa, the Americas, and Asia. It operates 11,000 hectares of vineyards. The company is headquartered in Southbank, Australia. Treasury Wine Estates was spun out of Foster’s Group on May 10, 2011.



2012-13 Stock Price & Volume Chart ($AUD)

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TTRRIIPPAADDVVIISSOORR IINNCC.. ((TTRRIIPP))

Business Overview

($ in millions)


Enterprise Value 10,467 EV/EBITDA 27.6x LTM EBITDA Margin 39.0% Spun-off from Expedia on December 20, 2011, TripAdvisor LLC operates as an online travel research company. Its travel research platform aggregates reviews and opinions of members about destinations; accommodations, such as hotels, bed and breakfasts, specialty lodging, and vacation rentals; restaurants; and activities throughout the world through its TripAdvisor brand. The company operates TripAdvisor-branded Websites, which comprise tripadvisor.com in the United States; and localized versions of the Website in 30 countries, including in China under the brand daodao.com. Its Websites also include links to the Websites of its travel advertisers, allowing travelers to directly book their travel arrangements. In addition, the company manages and operates Websites under 18 other travel media brands, providing comprehensive travel planning resources across the travel sector; and engages in licensing of its content, as well as operates a private sale website, SniqueAway. TripAdvisor was founded in 2000 and is headquartered in Newton, MA.




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TTHHEE WWHHIITTEEWWAAVVEE FFOOOODDSS CCOOMMPPAANNYY ((WWWWAAVV))

Business Overview

($ in millions)


Enterprise Value 4,004 EV/EBITDA 14.0x LTM EBITDA Margin 11.6% The company is a consumer packaged food and beverage company focused on high-growth product categories that are aligned with emerging consumer trends. The company manufactures, markets, distributes, and sells branded plant-based foods and beverages, coffee creamers and beverages, and premium dairy products throughout North America and Europe. Brands distributed in North America include Silk plant-based foods and beverages, International Delight and LAND O LAKES coffee creamers and beverages, and Horizon Organic premium dairy products, while European brands of plant-based foods and beverages include Alpro and Provamel. WhiteWave Foods held a minority IPO in October 2012 and was spun-off from Dean Foods in May 2013.




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WWPPXX EENNEERRGGYY,, IINNCC.. ((WWPPXX))

Business Overview

($ in millions)

Market Cap. 3,818 2013E P/E NM LTM Unlevered FCF Yield NM

Enterprise Value 5,401 EV/EBITDA 6.1x LTM EBITDA Margin 26.5% WPX is an independent natural gas and oil exploration and production company that engages in the exploitation and development of long-life unconventional properties. Its principal areas of operation are the Piceance Basin, Bakken Shale, Marcellus Shale, Powder River Basin, and San Juan Basin in the United States, as well as through its ownership of Apco Oil and Gas International Inc., oil and gas concessions in Argentina and Colombia. As of December 31, 2011, the company had proved reserves of 5,265 billion cubic feet of gas equivalent (Bcfe) comprising 5,070 Bcfe of domestic reserves and 195 Bcfe of international reserves. WPX Energy was incorporated in 2011 and is headquartered in Tulsa, Oklahoma. WPX Energy’s spin-off from Williams (WMB) was completed on January 3, 2012.




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XXYYLLEEMM IINNCC.. ((XXYYLL))

Business Overview

($ in millions)


Enterprise Value 6,349 EV/EBITDA 10.3x LTM EBITDA Margin 16.1% Xylem was spun-off from ITT in October 2011 and is ITT’s water business. Xylem Inc. operates as a water technology provider, enabling customers to transport, treat, test, and efficiently use water in public utility, residential, commercial, agricultural, and industrial settings worldwide. The company’s Water Infrastructure segment provides products for transportation, treatment, and testing applications to public utilities and industrial facilities. It offers submersible and dry installed pumps, prefabricated pump stations, sludge pumps, and dry-prime and slurry pumps; and dewatering services. This segment also provides treatment equipment, including aeration systems, sequencing batch reactors, drum filters, monitoring and controls, mixers and agitators, ultraviolet and ozone disinfection products, advanced oxidation products, rapid gravity media filtration systems, clarification systems, enhanced nutrient removal systems, and membrane systems. This segment sells its products primarily under the Flygt, Wedeco, Godwin Pumps, WTW, Sanitaire, AADI, and Leopold brands. Xylem’s Applied Water segment provides products for building services, industrial water, and irrigation applications. It offers a range of pumps, including multistage, end suction, flexible impeller, air and electrical operated diaphragm, electric diaphragm, centrifugal, and rotary lobe pumps; and valves, heat exchangers, waste systems, and membrane filtration products. This segment offers its products under the Goulds, Bell & Gossett, AC Fire, Standard, Flojet, Lowara, Jabsco, and Flowtronex brands. Xylem Inc. was founded in 1995 and is headquartered in White Plains, New York. The 2011 geographic breakdown of revenues is as follows: US 36%, Europe 37% Asia Pacific 11%, and Other 16%.




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ZZOOEETTIISS IINNCC.. ((ZZTTSS))

Business Overview

($ in millions)


Enterprise Value 18,241 EV/EBITDA 14.8x LTM EBITDA Margin 25.6% Zoetis Inc. operates in the discovery, development, manufacture and commercialization of animal health medicines and vaccines, with a focus on both livestock and companion animals. Products vary across four regions: the United States, Europe/Africa/Middle East, Canada/Latin America, and Asia/Pacific; eight core species: the livestock species of cattle, swine, poultry, sheep, and fish, and the companion animal species of dogs, cats, and horses; and five major product categories: anti-infectives, vaccines, parasiticides, medicated feed additives, and other pharmaceutical products. The goal of the company’s products is enhancing the health of animals and bringing solutions to customers who raise and care for them. Major product categories are: anti-infectives: products that prevent, kill or slow the growth of bacteria, fungi or protozoa; vaccines: biological preparations that prevent diseases of the respiratory, gastrointestinal and reproductive tracts or induce a specific immune response; parasiticides: products that prevent or eliminate external and internal parasites such as fleas, ticks and worms; medicated feed additives: products added to animal feed that provide medicines, nutrients and probiotics to livestock; and other pharmaceutical products: complementary products, such as pain and sedation, oncology and antiemetic products. Zoetis Inc. held minority IPO on January 31, 2013 and became a fully independent company after a split-off transaction with Pfizer on May 22, 2013.




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Equity “Stub” Investments


EEQQUUIITTYY IINNVVEESSTTMMEENNTTSS HHEELLDD BBYY PPAARREENNTT CCOOMMPPAANNIIEESS

Some companies own equity interests in other publicly traded companies and this may be a hidden source of asset value. These are often referred to as “equity stubs”. As an example, Altria owns 27% of SABMiller. To unlock value, management may choose to initiate a corporate action, such as selling the ownership stake, repurchasing the remaining equity not owned, or spinning off the business to shareholders. Listed on the next several pages are U.S. and International companies’ holdings of publicly traded equity investments. To assess materiality of the equity ownership stake to the overall parent company’s market capitalization, the last shaded column compares the current value of the total equity stakes owned to the parent company’s market capitalization. We do not subtract taxes from this calculation as the tax implications will vary for any transaction based on its structure (most companies will seek to effectuate a tax-free transaction). Below we list examples of the way in which companies have chosen to unlock value from equity holdings. Equity Stub Transaction Examples:

1. Bristol Myers effected a split-off of Mead Johnson Nutrition.

2. Cardinal Health divested its remaining 19% ownership in CareFusion (held after the spin-off of CareFusion).

3. PepsiCo (PEP) acquired the remaining equity of Pepsi Bottling and Pepsi Americas. PepsiCo had owned 32% and 43% of each company.

4. Coca-Cola (KO) purchased the remaining 65% of Coca-Cola Enterprises not already owned. At the same time, Coca-Cola Enterprises’ international Coke bottling operations began publicly trading as a new company in ‘Q4 2010 (CCE).

5. Consol Energy purchased the remaining 17% of shares in CNX Gas (CNX Gas was “carved-out” from Consol Energy in a prior transaction).

6. Novartis acquired Nestlé’s 52% ownership in Alcon and subsequently acquired the remaining shares it did not own.

7. Conoco sold its 20% equity ownership interest in Lukoil (8% of the 20% to Lukoil for $3.4 billion and the remainder in open market transactions).

8. Bank of America and PNC sold large portions of Blackrock (BLK) shares in a secondary offering.

9. Volkswagen acquired the operating business of Porsche (Porsche currently owns 32.2% of the total and ~50% of the common Volkswagen shares).

10. Volkswagen increased its ownership in truck German truck maker MAN SE to over ~55%.

11. DSW purchased Retail Ventures (Previously, Retail Ventures only operations consisted of owning a 61% stake in DSW).

12. Forest Oil Corp. spun off Lone Pine Resources.

13. Citigroup sold its remaining stake in Primerica in a secondary offering.

14. Sunoco spun off SunCoke Energy (SXC).

15. Sears Holdings partially spun-off its Sears Canada stake.

16. Comverse separated its Verint and Comverse businesses.

17. Barclays sold its entire 20% stake in BlackRock for $6.1 billion.


EEQQUUIITTYY IINNVVEESSTTMMEENNTTSS HHEELLDD BBYY PPAARREENNTT CCOOMMPPAANNIIEESS

Equity Investments Held By Parent Companies (USD in Millions)

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Liberty Ventures (2) 3,141 TripAdvisor 10,574 22 2,326 74% 164%Liberty Ventures (2) 3,141 Expedia, Inc 6,419 17 1,091 35% 164%Liberty Ventures (2) 3,141 Time Warner Cable 33,999 2 680 22% 164%Liberty Ventures (2) 3,141 Time Warner Inc. 58,746 1 587 19% 164%Liberty Ventures (2) 3,141 Interval Leisure 1,244 29 361 11% 164%Rentech, Inc. 486 Rentech Nitrogen Partners, L.P. 1,193 60 714 147% 147%Porsche 25,564 Volkswagen 103,595 32 33,333 130% 130%Amkor Technology, Inc. 667 Vanguard International Semiconductor Corp. 1,641 40 664 100% 122%Amkor Technology, Inc. 667 Global UniChip Corp. 428 35 149 22% 122%Power Corporation of Canada 13,447 Power Financial Corporation 22,533 66 14,822 110% 110%NL Industries 536 Kronos Worldwide 1,877 30 560 104% 104%Liberty Media 17,376 Sirius 23,316 52 12,124 70% 104%Liberty Media 17,376 Charter Communications 12,819 27 3,461 20% 104%Liberty Media 17,376 Live Nation 3,209 27 867 5% 104%CVR Energy, Inc. 4,070 CVR Refining 4,280 76 3,245 80% 102%CVR Energy, Inc. 4,070 CVR Partners, LP 1,666 53 887 22% 102%Cogeco Inc. 765 Cogeco Cable Inc. 2,373 32 765 100% 100%ATCO Ltd. 4,931 Canadian Utilities Ltd. 9,155 53 4,868 99% 99%Telephone & Data Systems Inc. 2,896 United States Cellular Corporation 3,323 85 2,810 97% 97%Pargesa Holding SA 6,050 Groupe Bruxelles Lambert 11,278 50 5,639 93% 93%Loews Corp 17,912 CNA Financial 9,296 90 8,365 47% 92%Loews Corp 17,912 Diamond Offshore Drilling 9,445 50 4,760 27% 92%Loews Corp 17,912 Boardwalk Pipeline Partners 7,890 42 3,332 19% 92%Cheniere Energy, Inc. 6,222 Cheniere Energy Partners LP. 10,303 55 5,714 92% 92%News Corp 9,201 BSkyB 19,922 40 7,919 86% 86%PostNL 1,585 TNTExpress 4,434 30 1,321 83% 83%Grupo Mexico 24,013 Southern Copper Corp 23,725 81 19,209 80% 80%George Weston Limited 10,866 Loblaw Companies Limited 13,475 63 8,471 78% 78%News Corp. 9,201 Sky Deutschland AG 6,668 55 3,656 40% 77%News Corp. 9,201 REA Group Ltd. 3,950 62 2,433 26% 77%News Corp. 9,201 Sky Network Television 1,694 44 739 8% 77%Wynn Resorts Ltd. 13,225 Wynn Macau Ltd. 13,943 72 10,079 76% 76%Cairn Energy plc 2,444 Cairn India Ltd 9,615 18 1,758 72% 72%MGM Resorts International 7,801 MGM China Holdings Limited 10,630 51 5,421 69% 69%Fiat Industrial 14,134 CNH Global 10,763 89 9,579 68% 68%Biglari Holdings Inc. 601 Cracker Barrel Old Country Store, Inc. 2,301 19 400 67% 67%The AES Corporation 9,317 AES Gener S.A. 5,473 71 3,868 42% 66%The AES Corporation 9,317 AES Tiete S.A. 3,758 53 1,974 21% 66%Visteon Corp. 3,273 Halla Climate Control Corp. 3,081 70 2,157 66% 66%Teekay Corp. 2,794 Teekay LNG Partners 2,965 36 1,073 38% 64%Teekay Corp. 2,794 Teekay Offshore Partners 2,652 27 721 26% 64%Williams Companies, Inc. 23,150 Williams Partners L.P. 21,767 68 14,697 63% 63%Maple Leaf Foods Inc. 2,084 Canada Bread Company Ltd. 1,446 90 1,302 62% 62%Vivendi (3) 28,510 Activision Blizzard 19,512 62 12,006 42% 62%Vivendi (3) 28,510 Itissalat Al-Maghrib (Maroc Telecom) 9,837 53 5,213 18% 62%Brookfield Asset Management Inc. 23,459 General Growth Properties Inc. 20,281 36 7,388 31% 61%Brookfield Asset Management Inc. 23,459 Brookfield Renewable Energy Partners 7,094 34 2,440 10% 61%Brookfield Asset Management Inc. 23,459 Brookfield Residential Properties Inc. 2,393 69 1,648 7% 61%Inter Parfums Inc. 1,057 InterParfums SA 857 73 627 59% 59%Anglo American plc 29,782 Kumba Iron Ore Ltd. 14,093 70 9,825 33% 59%

(1) Not tax-effected. Total may include other stakes not shown that are <5% of market cap. individually. (2) Does not include related underlying debt. (3) Vivendi has announced sale of 85% of ATVI interest and negotiations on sale of Maroc Telecom interest.



EEQQUUIITTYY IINNVVEESSTTMMEENNTTSS HHEELLDD BBYY PPAARREENNTT CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))


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Owned by Parent


Investment




Anglo American plc 29,782 Anglo American Platinum Limited 8,825 80 7,030 24% 59%Volkswagen 103,595 Audi AG 35,162 100 35,003 34% 58%Volkswagen 103,595 Man SE 16,671 75 12,508 12% 58%Volkswagen 103,595 Scania AB 16,704 59 9,857 10% 58%EMC Corporation 55,147 VMware, Inc. 35,407 80 28,364 51% 51%Kazakhmys PLC 2,160 Eurasian Natural Resources Corp Plc 4,251 26 1,105 51% 51%Optimer Pharmaceuticals, Inc. 681 OBI Pharma, Inc. 786 43 338 50% 50%Terex Corp. 3,171 Demag Cranes AG 1,769 82 1,450 46% 46%First Quantum Minerals Ltd. 9,742 Inmet Mining Corporation 4,553 94 4,279 44% 44%Gentherm Incorporated 679 WET Automotive Systems AG 393 76 298 44% 44%ONEOK Inc. 10,751 ONEOK Partners, L.P. 11,067 42 4,665 43% 43%Crosstex Energy Inc. 961 Crosstex Energy LP 1,827 21 377 39% 39%Power Financial Corporation 22,533 IGM Financial Inc. 11,856 59 6,995 31% 39%Power Financial Corporation 22,533 Pargesa Holding SA 6,050 28 1,682 7% 39%Fiera Capital Corporation 673 Fiera Capital Corporation 673 38 253 38% 38%Whirlpool Corp. 10,336 Whirlpool S.A. 2,628 95 2,487 24% 37%Whirlpool Corp. 10,336 Brasmotor S.A. 1,158 96 1,106 11% 37%Onex Corporation 5,353 Allison Transmission Holdings, Inc. 4,392 35 1,522 28% 36%Onex Corporation 5,353 TMS International Corp. 668 50 333 6% 36%Yahoo! Inc. 30,433 Yahoo Japan Corporation 30,684 35 10,844 36% 36%SunCoke Energy Inc. 1,131 Suncoke Energy Partners, L.P. 737 57 389 34% 34%Dean Foods Company 1,997 The WhiteWave Foods Company 3,326 20 665 33% 33%TETRA Technologies, Inc. 799 Compressco Partners, L.P. 341 82 258 32% 32%White Mountains Insurance Group 3,723 OneBeacon Insurance Group, Ltd. 1,380 75 1,038 28% 32%Golar LNG Ltd. 2,992 Golar LNG Partners Limited Partnership 1,855 51 942 31% 31%Cascades, Inc. 528 Boralex Inc. 393 35 137 26% 31%Cascades, Inc. 528 Reno de Medici SpA 54 48 26 5% 31%Exterran Holdings, Inc. 2,029 Exterran Partners, L.P. 1,526 40 606 30% 30%Susser Holdings Corporation 1,084 Susser Petroleum Partners LP 635 50 318 29% 29%British American Tobacco plc 99,618 Companhia Souza Cruz SA 19,138 75 14,411 14% 29%British American Tobacco plc 99,618 Reynolds American Inc. 27,436 42 11,402 11% 29%CF Industries Holdings, Inc. 10,731 Terra Nitrogen Company, L.P. 4,111 75 3,096 29% 29%Valhi, Inc 4,805 Kronos Worldwide 1,877 50 938 20% 29%Valhi, Inc 4,805 NL Industries 536 83 445 9% 29%Altria Group Inc. 71,913 SABMiller plc 76,648 27 20,572 29% 29%PNC Financial Services (4) 40,303 Blackrock 48,766 22 10,739 27% 27%Groupe Bruxelles Lambert 11,278 Imerys SA 5,140 57 2,930 26% 26%Philip Morris International, Inc. 145,364 Hanjaya Mandala Sampoerna tbk PT 34,586 98 33,956 23% 23%UGI Corp. 4,789 AmeriGas Partners LP 4,215 26 1,079 23% 23%Targa Resources Corp. 2,904 Targa Resources Partners LP 5,091 13 641 22% 22%Interval Leisure Group, Inc. 1,244 Meridian Interstate Bancorp, Inc. 445 61 272 22% 22%HSBC Holdings plc 208,397 Hang Seng Bank Limited 29,279 62 18,194 9% 21%Kirin 14,621 Kyowa Hakko 5,769 53 3,044 21% 21%DST Systems 3,012 State Street Corporation 31,446 2 607 20% 20%Cogeco Cable Inc. 2,373 Peer 1 Network Enterprises, Inc. 478 100 478 20% 20%Dundee Corporation 1,157 Dundee Precious Metals Inc. 702 25 176 15% 20%Dundee Corporation 1,157 Dundee Energy Limited 91 58 53 5% 20%Kinder Morgan, Inc. 40,094 El Paso Pipeline Partners 9,524 42 4,006 10% 19%Kinder Morgan, Inc. 40,094 Kinder Morgan Energy Partners, L.P. 36,370 6 2,259 6% 19%NRG 8,923 NRG Yield 2,544 65 1,654 19% 19%

(1) Not tax-effected. Total may include other stakes not shown that are <5% of market cap. individually. (2/3) Not used this exhibit. (4) PNC economic ownership in BlackRock differs from % share of equity & earnings.





Company

Parent Market


Investee Market

Cap. (USD)

% of Total Shares

Owned by Parent


Investment




Advantage Oil & Gas Ltd. 605 Longview Oil Corp. 241 45 109 18% 18%Anadarko Petroleum Corp. 44,385 Western Gas Equity Partners LP 8,701 91 7,915 18% 18%Seadrill 19,751 North Atlantic Drilling Limited 2,251 74 1,665 8% 18%Seadrill 19,751 SapuraKencana Petroleum Berhad 7,538 12 906 5% 18%SemGroup Corp. 2,361 Rose Rock Midstream, L.P. 742 56 412 17% 17%Morguard Corp. 1,297 Morguard North American Residential Real Estate 450 49 219 17% 17%Sempra Energy 21,142 Infraestructura Energética Nova, S.A. de C.V. 3,509 83 3,452 16% 16%Genworth Financial Inc. 6,543 Genworth MI Canada Inc. 2,581 38 993 15% 15%Wal-Mart Stores Inc. 255,581 Wal-Mart de Mexico SAB De CV 49,958 70 34,966 14% 15%Safeway Inc. 6,269 Blackhawk Network Holdings, Inc. 1,232 76 931 15% 15%ING Groep 38,697 ING US 7,935 71 5,654 15% 15%Potash Corp. 32,106 Chemical & Mining Co. of Chile Inc. 9,836 32 3,147 10% 14%Sears Holdings Corp. 4,616 Sears Canada Inc. 1,266 51 646 14% 14%Freeport-McMoRan 30,029 Sociedad Minera Cerro Verde SAA 7,736 54 4,144 14% 14%Nestle 212,363 Loreal 99,225 29 29,172 14% 14%Kimberly-Clark Corp. 37,723 Kimberly-Clark de México, SAB de CV 10,280 48 4,946 13% 13%CommonWealth REIT 2,691 Government Properties Income Trust 1,416 25 348 13% 13%Tesoro Corp. 7,512 Tesoro Logistics LP 2,543 36 924 12% 12%Altius Minerals Corp. 283 Alderon Iron Ore Corp. 136 25 34 12% 12%San Miguel 4,808 Petron 3,208 18 583 12% 12%The Bank of Nova Scotia 67,870 Scotiabank Perú S.A.A. 3,493 98 3,414 5% 12%The Bank of Nova Scotia 67,870 CI Financial Corp 8,643 37 3,188 5% 12%Spectra Energy Corp. 24,593 Spectra Energy Partners, LP 4,922 58 2,837 12% 12%SABMiller plc 76,648 Union de Cervecerias Peruanas Backus 7,685 89 6,832 9% 12%SandRidge Energy, Inc. 2,541 Sandridge Mississippian Trust II 730 40 291 11% 11%Canfor Corp. 2,962 Canfor Pulp Products Inc. 671 50 337 11% 11%IAMGOLD Corp. 2,004 Euro Ressources SA 245 88 215 11% 11%Liberty Global Inc. 29,840 Telenet Group Holding NV 5,490 58 3,178 11% 11%Kering 29,530 Puma 4,162 75 3,121 11% 11%EQT Corp. 12,838 EQT Midstream Partners, LP 2,314 59 1,355 11% 11%HollyFrontier Corp. 8,986 Holly Energy Partners L.P 2,317 38 884 10% 10%Bio-Rad Laboratories, Inc. 3,413 Sartorius AG 1,948 16 321 9% 9%Liberty Interactive Corp. 13,012 HSN, Inc. 3,213 38 1,221 9% 9%WPX Energy, Inc. 3,908 Apco Oil & Gas International Inc. 510 69 352 9% 9%Avnet, Inc. 5,108 Delta Electronics Thailand Public Company Limite 1,752 28 455 9% 9%SandRidge Energy, Inc. 2,541 SandRidge Permian Trust 834 30 226 9% 9%Enbridge Inc. 36,537 Enbridge Energy Partners LP 10,310 31 3,199 9% 9%WABCO Holdings Inc. 4,926 Wabco India Ltd. 573 75 430 9% 9%Marathon Petroleum Corp. 23,355 MPLX LP 2,723 73 1,990 9% 9%Empire Company Limited 5,354 Crombie Real Estate Investment Trust 1,200 37 443 8% 8%Archer Daniels Midland Company 24,167 Wilmar International Limited 15,884 11 1,719 7% 8%Emera Inc. 4,273 Algonquin Power & Utilities Corp. 1,413 24 345 8% 8%Sprott Resource Corp. 359 Stonegate Agricom Ltd. 54 37 20 6% 8%The Toronto-Dominion Bank 79,268 TD Ameritrade Holding Corporation 14,866 42 6,279 8% 8%Vodafone Group plc 143,090 Vodacom Group Limited 17,209 65 11,205 8% 8%Unilever plc 114,263 Hindustan Unilever Ltd. 23,338 37 8,582 8% 8%American Financial Group Inc. 4,701 National Interstate Corporation 645 52 338 7% 7%The Coca-Cola Company 180,163 Coca-Cola FEMSA S.A.B de C.V. 30,055 29 8,638 5% 7%IAC/InterActiveCorp 4,345 Meetic S.A. 374 80 299 7% 7%Anadarko Petroleum Corp. 44,385 Western Gas Partners LP 6,909 45 3,052 7% 7%

(1) Not tax-effected. Total may include other stakes not shown that are <5% of market cap. individually.





Company

Parent Market


Investee Market

Cap. (USD)

% of Total Shares

Owned by Parent


Investment




Sandstorm Gold Ltd. 530 Premier Royalty, Inc. 62 59 37 7% 7%Gulfport Energy Corp. 4,116 Diamondback Energy, Inc. 1,610 19 272 7% 7%Helmerich & Payne Inc. 6,725 Atwood Oceanics, Inc. 3,708 12 451 7% 7%Exxon Mobil Corp. 416,848 Imperial Oil Ltd. 36,275 70 25,248 6% 7%Ingredion Incorporated 5,206 Rafhan Maize Products Co., Ltd. 465 70 327 6% 6%SunOpta Inc. 531 Opta Minerals Inc. 50 66 33 6% 6%Goodyear Tire & Rubber Co. 4,551 Goodyear Lastikleri T.A.S. 278 75 279 6% 6%Fifth Third Bancorp 16,828 Vantiv 3,662 28 1,025 6% 6%Unitrin 2,029 Intermec 601 20 122 6% 6%Canadian Imperial Bank 30,258 FirstCaribbean International Bank Limited 1,935 92 1,775 6% 6%Smithfield Foods, Inc. 4,613 Campofrio Food Group, S.A. 686 38 261 6% 6%E-L Financial Corp. Ltd. 2,537 Algoma Central Corp. 535 25 136 5% 5%Expedia Inc. 6,409 eLong Inc. 506 66 335 5% 5%Leucadia National 9,777 Fortescue Metals Group 10,209 5 510 5% 5%Duke Energy Corp. 50,107 Duke Energy Int'l, Geração Paranapanema S.A. 2,644 95 2,514 5% 5%DDR Corp. 5,465 Sonae Sierra Brasil SA 767 33 256 5% 5%Philiips 66 38,083 Phillips 66 Partners 2,331 74 1,725 5% 5%

(1) Not tax-effected. Total may include other stakes not shown that are <5% of market cap. individually.



Post‐Bankruptcy Equity


PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY CCOOMMPPAANNIIEESS

We monitor companies emerging from Chapter 11 bankruptcy as another potential area for investment opportunities. These companies often have complex balance sheets/tax issues stemming from the bankruptcy, deterring investors from this space and masking underlying value. A further complicating factor is a changeover in the shareholder base as former bondholders often seek to monetize their new equity holdings. On the next page is a list of publicly traded companies emerging from Chapter 11 bankruptcy in 2009 through 2013. The rate of companies emerging from bankruptcy has slowed considerably since a busier Fall/Winter 2010 period as many of the companies entering bankruptcy during the 2008 downturn have emerged or been liquidated/sold. The only companies emerging (and publicly traded) from bankruptcy during the past year are Dynegy (10/3/12), Tribune (12/31/12) and Ambac (5/1/13). We don’t expect there to be many companies emerging from bankruptcy in the near-term, but awaiting emergence is WR Grace (timing uncertain). Some of these companies are trading at prices suggesting investors are anticipating another bankruptcy or what is known as “Chapter 22” (Chapter 11 x 2 times!).


PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))

Newly Reorganized Companies Emerging from Bankruptcy in 2009 to 2013 (in Order of Emergence Date)


Date of

Bankruptcy

Emergence

Current

Stock Price

($)

Market Cap.

($ millions)

Stock Price

Return Since

Emergence

2013E

P/E

2013E EV /

EBITDA

Ambac AMBC Financials 5/1/13 24.38 1,053 25% 4.5 NA

Tribune TRBAA Cons. Disc. 12/31/12 63.50 4,496 11% 20.0 6.4

Dynegy DYN Energy 10/3/12 20.95 2,095 8% NA 12.9

Reddy Ice RDDC Cons. Staples 7/23/12 5.15 120 ‐1% NA NA

Lee Enterprises LEE Cons. Disc. 1/30/12 2.97 156 113% 9.0 6.0

Delphi Automotive DLPH Cons. Disc. 11/17/11 55.32 17,292 154% 12.7 8.5

Capmark Financial CPMK Financials 10/14/11 6.24 624 63% NA NA

Tronox TROX Materials 2/14/11 21.07 2,389 ‐7% NA 9.4

Fairpoint Communications FRP Cons. Disc. 1/25/11 8.90 236 ‐64% NA 7.1

Resolute Forest Products (f/k/a Abitibi) RFP Materials 12/20/10 14.81 1,404 ‐34% 15.6 8.2

Hawaiian Telcom Holdco HCOM Telecom. 12/14/10 27.55 284 55% 34.0 5.2

General Motors GM Cons. Disc. 11/18/10 36.50 50,521 5% 10.8 5.6

Chemtura CHMT Materials 11/10/10 22.52 2,214 44% 19.9 8.8

General Growth Properties Inc. GGP Financials 11/9/10 21.44 20,729 69% 19.3 NM

Visteon VC Cons. Disc. 10/1/10 65.56 3,278 10% 14.4 6.8

Citadel Broadcasting CDELB Cons. Disc. 8/11/10 NA Acquired 47% NA NA

Smurfit Stone SSCC Materials 6/30/10 NA Acquired 62% NA NA

Six Flags SIX Cons. Disc. 6/21/10 36.86 3,529 339% 31.0 12.9

Cooper Standard Holdings COSH Cons. Disc. 5/27/10 47.75 810 43% 13.3 4.8

Xerium XRM Industrials 5/25/10 12.08 186 ‐38% 10.7 NA

Spansion CODE Info. Tech. 5/18/10 11.66 677 ‐38% 11.5 5.6

LyondellBasell LYB Materials 4/30/10 68.92 39,319 301% 11.3 6.6

SemGroup SEMG Energy 3/12/10 56.59 2,381 103% 32.7 15.0

Accuride ACW Industrials 3/3/10 5.88 279 ‐58% NA 10.1

Dex One Corp. (formerly RH Donnelly) DXM Cons. Disc. 2/1/10 14.53 254 ‐93% NA NA

Vermillion, Inc. VRML Healthcare 1/27/10 2.91 44 ‐88% NA NA

Pilgrim's Pride Corporation PPC Cons. Staples 12/28/09 16.32 4,227 98% 8.9 7.5

CIT Group, Inc. CIT Financials 12/10/09 50.86 10,224 73% 14.0 20.4

Charter Communications Inc. CHTR Cons. Disc. 12/2/09 123.78 12,533 281% 158.7 8.8

Lear Corp. LEA Cons. Disc. 11/9/09 68.59 5,531 154% 12.3 5.0

Spectrum Brands SPB Cons. Staples 9/2/09 56.62 2,950 179% 17.8 9.8

Energy Partners Ltd. EPL Energy 9/21/09 31.96 1,255 372% 8.1 3.7

Primus Telecommunications Group Inc. PTGI Telecom. 7/13/09 11.98 167 305% NA 7.1

Golden Minerals Company AUMN Materials 5/7/09 1.41 61 52% NA (1.0)

Pending

Journal Register (1) NA Cons. Disc. 8/7/09 NA NA NA NA

Great Atlantic & Pacific Tea NA Cons. Staples Pending NA NA NA NA

Eastman Kodak (2) NA Cons. Disc. Pending NA NA NA NA

WR Grace (3) GRA Materials Pending 75.94 5,815 18.3 9.0

(1) Common stock privately held by pre-petition secured lenders; (2) Targeting mid-2013 emergence; (3) Intends to emerge as soon as possible. Note: Tribune EBITDA based on LTM. 2013E P/E based on consensus estimates. Market data as of 7/29/2013.



PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))

Post-Bankruptcy Equity Companies – Trading Valuation & Leverage ($ in millions)

Abitibi‐

Bowater

(Resolute

Forest

Products) Ambac

Capmark

Financial Chemtura

Cooper

Standard

Holdings

Delphi

Automotive Dynegy, Inc.

General

Motors

Current Price per share 15.26 25.04 6.26 22.36 49.25 53.72 20.84 35.87Shares Outstanding 95 45 100 99 18 313 100 1,384 Market Capitalization 1,447 1,129 626 2,223 873 16,761 2,088 49,691 Plus: Total Debt & NCI (2) 1,828 NA NA 1,206 676 3,590 1,457 50,508Less: Cash & ST Invesments 215 NA NA 306 217 830 304 24,198Equals: Enterprise Value 3,060 NA NA 3,123 1,332 19,521 3,241 76,000

LTM Revenues 4,523 NA NA 2,611 2,863 15,451 1,343 152,842EV / LTM Revenues 0.7 NM NM 1.2 0.5 1.3 2.4 0.5

2013E First Call Consensus EPS 0.95 5.47 NA 1.13 3.59 4.37 (0.55) 3.37 2014E First Call Consensus EPS 1.10 3.91 NA 1.63 3.49 4.98 (0.26) 4.49 P/ 2013E First Call Consensus EPS 16.1 4.6 NA 19.8 13.7 12.3 NM 10.6 P/ 2014E First Call Consensus EPS 13.9 6.4 NA 13.7 14.1 10.8 NM 8.0

2013E EBITDA Est. (1) 367 NA NA 354 265 2,352 252 13,705 2014E EBITDA Est. (1) 409 NA NA 429 279 2,616 321 16,351 EV / 2013E EBITDA (1) 8.3 NA NA 8.8 5.0 8.3 12.8 5.5 EV / 2014E EBITDA (1) 7.5 NA NA 7.3 4.8 7.5 10.1 4.6 Price / Tangible Book Value 0.5 NA 0.5 4.1 2.3 14.4 0.9 2.6 Gross Debt / EBITDA (1) 1.4 NA NA 2.5 1.8 1.1 5.5 2.0

1) Forward EBITDA based on EBITDA estimates per Standard & Poor’s, if available. 2) Includes tax-effected unfunded pension and OPEB amounts as debt.



PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))

Prior exhibit continued below. Post-Bankruptcy Equity Companies – Trading Valuation & Leverage ($ in millions)

Lear Corp.

Lyondell‐

Basell

Industries SemGroup

Six Flags

Enter‐

tainment

Corp.

Spansion

Inc.

Tribune

Company Tronox Visteon

Current Price per share 67.69 67.72 56.02 37.34 11.55 63.75 20.98 65.10Shares Outstanding 81 567 42 96 59 88 113 50 Market Capitalization 5,489 38,038 2,362 3,577 674 5,592 2,378 3,241 Plus: Total Debt & NCI (2) 1,529 5,445 284 1,893 415 1,513 428 1,857Less: Cash & ST Invesments 1,601 2,879 77 137 309 554 131 980Equals: Enterprise Value 5,416 40,603 2,568 5,332 780 6,550 2,676 4,118

LTM Revenues 14,870 44,287 1,213 1,092 887 3,120 1,868 6,996EV / LTM Revenues 0.4 0.9 2.1 4.9 0.9 2.1 1.4 0.6

2013E First Call Consensus EPS 5.46 6.13 1.73 1.19 1.01 3.18 (0.27) 4.56 2014E First Call Consensus EPS 6.80 7.16 2.17 1.43 1.25 NA 1.88 5.35 P/ 2013E First Call Consensus EPS 12.4 11.0 32.4 31.4 11.4 20.0 NM 14.3 P/ 2014E First Call Consensus EPS 10.0 9.5 25.8 26.1 9.2 NA 11.2 12.2

2013E EBITDA Est. (1) 1,090 6,325 172 409 141 858 399 613 2014E EBITDA Est. (1) 1,221 7,001 238 440 195 608 735 661 EV / 2013E EBITDA (1) 5.0 6.4 14.9 13.0 5.5 7.6 6.7 6.7 EV / 2014E EBITDA (1) 4.4 5.8 10.8 12.1 4.0 10.8 3.6 6.2 Price / Tangible Book Value 2.1 3.8 2.4 NM 2.7 8.8 1.1 3.3 Gross Debt / EBITDA (1) 1.0 0.7 1.0 3.4 3.0 1.3 1.1 1.3

1) Forward EBITDA based on EBITDA estimates per Standard & Poor’s, if available. Tribune based on LTM. 2) Includes tax-effected unfunded pension and OPEB amounts as debt.



PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS

AABBIITTIIBBIIBBOOWWAATTEERR IINNCC.. NN//KK//AA RREESSOOLLUUTTEE FFOORREESSTT PPRROODDUUCCTTSS ((RRFFPP))

Business Overview

($ in millions)


Enterprise Value 3,042 EV/EBITDA 6.3x LTM EBITDA Margin 8.8% Based in Montreal, Canada, AbitibiBowater Inc. produces newsprint (38% of revenues) coated papers (10% of revenues), specialty papers (28% of revenues), market pulp (15% of revenues) and wood products (9% of revenues). It offers newsprint; coated mechanical papers for use in magazines, catalogs, books, retail advertising, direct mail, and coupons; and specialty papers, including supercalendered, superbright, high bright, bulky book, directory, and kraft papers for use in books, retail advertising, direct mail, coupons, and other commercial printing applications. The company also provides market pulp for use in various consumer products comprising tissue, packaging, specialty paper products, diapers, and other absorbent products; and construction-grade lumber. In addition, it produces wood products for specialized applications, such as wood i-joists for beam replacement; and remanufactures wood products for roofing and flooring material, and other products. Further, the company recycles newspapers and magazines. It serves commercial printers, direct mailers, publishers, catalogers, and retailers through its regional sales offices and international sales agents. AbitibiBowater Inc. sells its products in the United States, South Korea, Canada, Mexico, Brazil, Italy, India, the United Kingdom, South Korea, and internationally.




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PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS ((CCOONNTTIINNUUEEDD))

AACCCCUURRIIDDEE CCOORRPP.. ((AACCWW))

Business Overview

($ in millions)

Market Cap. 267 2013E P/E NM LTM Unlevered FCF Yield ‐3.8%

Enterprise Value 678 EV/EBITDA 9.9x LTM EBITDA Margin 4.1% Accuride Corporation, together with its subsidiaries, engages in designing, manufacturing, marketing, and supplying commercial vehicle components in North America. The company offers heavy- and medium-duty steel and aluminum wheels, light truck steel wheels, and military wheels; and wheel-end components and assemblies, such as brake drums, disc wheel hubs, spoke wheels, disc brake rotors, and automatic slack adjusters. It also provides truck body and chassis parts comprising bumpers, fuel tanks, battery boxes and toolboxes, front-end cross members, muffler assemblies, and crown assemblies and components, as well as fenders, exhaust components, sun visors, windshield masks, step assemblies, brackets, fuel tank supports, inner-hood panels, door assemblies, dash panel assemblies, and various other components. In addition, the company offers ductile and gray iron casting of transmission and engine-related components, which comprise flywheels, and transmission and engine-related housings and brackets; and ductile and gray iron casting of industrial components, such as flywheels, pump housings, small engine components, and other industrial components. Accuride Corporation markets its products under Accuride, Gunite, Imperial, and Brillion brand names. It serves heavy- and medium-duty truck, and commercial trailer original equipment manufacturers (OEM); and aftermarket suppliers, including OEM dealer networks, wholesale distributors, and aftermarket buying groups. The company was founded in 1986 and is headquartered in Evansville, Indiana.




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AAMMBBAACC FFIINNAANNCCIIAALL GGRROOUUPP,, IINNCC.. ((AAMMBBCC))

Business Overview

($ in millions)

Market Cap. 1,117 2013E P/E 4.5x P/TBV NA

Enterprise Value NA EV/EBITDA NA LTM EBITDA Margin NA Ambac emerged from bankruptcy and began trading May 1, 2013. Ambac has two reportable business segments: Financial Guarantee and Financial Services. Each of these businesses is conducted by Ambac Assurance and/or its subsidiaries and is, therefore, subject to control of, or oversight by, the OCI and the Financial Services Authority (“FSA”). The FSA oversight relates to the activities of Ambac Assurance UK, Limited. Activities in these sectors have been limited to loss mitigation and the recovery of residual value in Ambac Assurance as a result of the deterioration of Ambac Assurance’s financial condition. Ambac is no longer originating or competing for new business and is currently managing the runoff of these portfolios. As such, the following descriptions of the Financial Guarantee and Financial Services segments relate to the existing portfolios in those segments.

Ambac provided financial guarantee insurance for public and structured finance obligations through its primary operating subsidiary, Ambac Assurance. Ambac Assurance’s principal business consists of mitigating losses on poorly performing transactions (including through the pursuit of recoveries in respect of paid claims, litigation to recover losses or mitigate future losses, commutations of policies, purchases of Ambac-insured obligations and repurchases of surplus notes issued by Ambac Assurance or the Segregated Account) and maximizing the return on its investment portfolio.

Through its financial services subsidiaries, Ambac provided financial and investment products, including investment agreements, funding conduits and interest rate swaps, principally to the clients of its financial guarantee business. Ambac Assurance insured all of the obligations of its financial services subsidiaries. The interest rate swap and investment agreement businesses are in active runoff, which is being effectuated by means of transaction terminations, settlements, assignments and scheduled amortization of contracts.




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CCAAPPMMAARRKK FFIINNAANNCCIIAALL GGRROOUUPP IINNCC.. ((CCPPMMKK))

Business Overview

($ in millions)

Market Cap. 620 2013E P/E NA P/TBV 0.5x

Enterprise Value NA EV/EBITDA NA P/FFO NA Capmark Financial Group Inc. emerged from bankruptcy on September 30, 2011 and was formerly known as GMAC Commercial Holding Corp. and changed its name to Capmark Financial Group Inc. on March 23, 2006. The company is a real estate finance company with a portfolio of commercial real estate-related assets in North America on run-off with ownership also of Capmark Bank. Capmark’s current strategy is managing and monetizing its existing assets and operations through asset sales and run-off. In addition, it offers asset management services. Capmark Financial Group Inc. is based in Horsham, Pennsylvania.



2011-2012-13 Stock Price & Volume Chart

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CCHHEEMMTTUURRAA CCOORRPPOORRAATTIIOONN ((CCHHMMTT))

Business Overview

($ in millions)


Enterprise Value 3,198 EV/EBITDA 9.0x LTM EBITDA Margin 12.6% Chemtura Corporation sells specialty chemical solutions and consumer products worldwide. Business segments include:

Consumer Performance products segment (~18% of sales) provides recreational water purification products, such as sanitizers, algaecides, biocides, oxidizers, pH balancers, mineral balancers, and other specialty chemicals and accessories; and specialty and multi-purpose cleaners (one of the two largest global marketers and sellers). Key products include swimming pool & spa chemicals and household branded cleaning products.

Industrial Performance products segment (~45% of sales) products include petroleum additives that offer detergency, friction modification, and corrosion protection in motor oils, greases, refrigeration, and turbine lubricants; castable urethane prepolymers, which provide abrasion resistance and durability; and polyurethane dispersions and urethane prepolymers used in various coatings; plastic antioxidants additives that inhibit the degradation of polymers caused by air and heat during manufacture and use; UV stabilizers additives for protecting materials against ultra-violet light; and elastomer additive products, which protect elastomers and rubber compounds.

Crop Protection Engineered products segment (12% sales) produces seed treatments, fungicides, miticides, insecticides, growth regulants, and herbicides.

Industrial Engineered Products segment (25% of sales) offers brominated performance products, flame retardants, fumigants, polymer additives and inhibitors, PVC additives, and surfactants to improve the performance of polymers in their end-use applications.

The company serves various industries, such as agriculture, automotive, building and construction, electronics, lubricants, packaging, plastics, pool and spa chemicals, and transportation.




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CCIITT GGRROOUUPP IINNCC.. ((CCIITT))

Business Overview

($ in millions)


Enterprise Value NA EV/EBITDA NM CIT Group Inc. operates as the holding company for CIT bank that provides commercial financing, leasing products, and other services to small and middle market businesses. Its products principally include asset based loans; secured lines of credit; operating, finance, and leveraged leases; factoring services; vendor financing; import and export financing; small business loans; acquisition and expansion financing; letters of credit/trade acceptances structuring; debtor-in-possession/turnaround financing; and certificates of deposits. The company’s services primarily comprise financial risk management; asset management and servicing; debt restructuring; credit protection; accounts receivable collection; debt underwriting and syndication; merger and acquisition advisory services; and insurance services. The company provides financing and leasing products to its clients and customers in approximately 30 industries, including transportation, particularly aerospace and rail, manufacturing, and retail in approximately 20 countries. CIT Group Inc. was founded in 1908 and is based in New York, New York. It was formerly a subsidiary of Tyco Capital Ltd.




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CCOOOOPPEERR--SSTTAANNDDAARRDD HHOOLLDDIINNGGSS IINNCC.. ((CCOOSSHH))

Business Overview

($ in millions)


Enterprise Value 1,300 EV/EBITDA 4.9x LTM EBITDA Margin 9.0% Cooper-Standard Holdings Inc. sells fluid handling (#2 globally), body sealing (#1 globally), and anti-vibration systems (AVS) components (#3 in North America), systems, subsystems, and modules to automotive original equipment manufacturer (OEM) and replacement markets. Its fluid handling products include thermal management systems that direct, control, and transport oil, coolant, water, and other fluids in vehicles; fuel and brake products that direct, control, and transport fuel, brake fluid, and vapors in vehicles; emissions management systems that direct, control, and transmit emission vapors and fluids in vehicles; and power management systems that direct, control, and transmit power management fluids in vehicles. The company’s body sealing products comprise door seals, body seals, hood seals, trunk lid and lift gate seals, lower door/rocker seals, sunroof seals, belt line seals, glass run assemblies, quarter window trim/glass encapsulation products, appliques, and convertible seals that protect vehicle interiors from weather, dust, and noise intrusion. Its AVS or chassis products include hydro body mounts, transmission mounts, torque struts, hydro engine mounts, hydro bushings, and mass dampers that isolate and reduce noise and vibration to improve ride and handling. The company’s products are used in passenger vehicles, sport-utility vehicles, light trucks, sedans, and other vehicle platforms. It markets its products directly to automotive OEMs, tier-1 and tier-2 suppliers, and non-automotive manufacturers in North America, Europe, South America, and the Asia/Pacific.

Largest customers include Ford (35%), GM (16%), Chrysler (6%), Fiat (8%), Volkswagen/Audi Group (7%), Renault/Nissan (4%), PSA Peugeot Citroën (3%), Daimler, BMW, Toyota, Volvo, Jaguar/Land Rover, and Honda.




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DDEELLPPHHII AAUUTTOOMMOOTTIIVVEE PPLLCC ((DDLLPPHH))

Business Overview

($ in millions)


Enterprise Value 20,018 EV/EBITDA 8.5x LTM EBITDA Margin 13.8% Delphi Automotive, together with its subsidiaries, manufactures and supplies vehicle components, electrical and electronic, powertrain, safety, and thermal technology solutions for automotive and commercial vehicle markets worldwide. It operates through four segments: Electrical/Electronic Architecture, Powertrain Systems, Electronics and Safety, and Thermal Systems. The Electrical/Electronic Architecture segment provides the design of vehicle’s electrical architecture, including connectors, wiring assemblies and harnesses, electrical centers, and hybrid power distribution systems. The Powertrain Systems segment offers systems integration of end-to-end gasoline and diesel engine management systems comprising fuel handling, fuel injection, combustion, electronic controls, and test and validation capabilities. The Electronics and Safety segment provides critical components, systems, and advanced software for passenger safety, security, comfort, and infotainment, as well as vehicle operation, including body controls, reception systems, audio/video/navigation systems, hybrid vehicle power electronics, displays, and mechatronics. The Thermal Systems segment offers powertrain cooling and heating, ventilating, and air conditioning systems, such as compressors, systems and controls, and heat exchangers for the vehicle markets. Delphi Automotive provides its products and services to automotive original equipment manufacturers. The company is based in Troy, Michigan.




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DDYYNNEEGGYY IINNCC.. ((DDYYNN))

Business Overview

($ in millions)

Market Cap. 2,140 2013E P/E NM LTM Unlevered FCF Yield 0.7%

Enterprise Value 3,293 EV/EBITDA 13.0x LTM EBITDA Margin ‐51.8% Dynegy Inc. is a holding company and conducts substantially all business operations through its subsidiaries. The primary business is the production and sale of electric energy, capacity and ancillary services from sixteen operating power plants in six states totaling approximately 11,600 MW of generating capacity. Customers include RTOs and ISOs, integrated utilities, municipalities, electric cooperatives, transmission and distribution utilities, industrial customers, power marketers, financial participants such as banks and hedge funds, and other power generators. All products are sold on a wholesale basis for various lengths of time from hourly to multi-year transactions. Some customers, such as municipalities or integrated utilities, purchase products for resale in order to serve their retail, commercial and industrial customers. Other customers, such as some power marketers, may buy to serve their own wholesale or retail customers or as a hedge against power sales they have made.




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FFAAIIRRPPOOIINNTT CCOOMMMMUUNNIICCAATTIIOONNSS,, IINNCC.. ((FFRRPP))

Business Overview

($ in millions)

Market Cap. 235 2013E P/E NM LTM Unlevered FCF Yield 7.4%

Enterprise Value 1,677 EV/EBITDA 7.1x LTM EBITDA Margin 19.8% Emerging from bankruptcy on January 24, 2011, FairPoint Communications, Inc., is an Incumbent Local Exchange Carrier (ILEC). The company sells communication services to residential and business customers in rural and small urban communities primarily in northern New England. FairPoint operates in 18 states with approximately 1.4 million access line equivalents (including voice access lines and high speed data lines, which include DSL, wireless broadband, cable modem and fiber-to-the-premises). It offers an array of services, including local and long distance voice, data, Internet and broadband product offerings, as well as involves in the provision of network access to interexchange carriers; and enhanced services, such as call waiting, call forwarding and transferring, three-way calling, automatic callback, call hold, caller name and number identification, voice mail, teleconferencing, video conferencing, store-and-forward fax, follow-me numbers, Centrex services, and direct inward dial. In addition, it provides billing and collection, and directory services; offers video services to its customers by reselling DirectTV content and providing cable and Internet Protocol television video over digital subscriber line (DSL); and sells and maintains customer premise equipment.




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GGEENNEERRAALL GGRROOWWTTHH PPRROOPPEERRTTIIEESS IINNCC.. ((GGGGPP))

Business Overview

($ in millions)


Enterprise Value 36,124 EV/EBITDA 19.0x P/FFO 36.1x General Growth Properties, Inc. operates as a real estate investment trust in the United States. It operates in two segments, Retail and Other, and Master Planned Communities. The Retail and Other segment involves in the operation, development, and management of retail and other rental property comprising retail centers, office and industrial buildings, and mixed-use and other properties, as well as festival market places, urban mixed-use centers, and strip/community centers. It has interests in approximately 200 regional shopping malls in 43 states. This segment also engages in the retail rental property operations and property management activities in Brazil and Turkey. The Master Planned Communities segment develops and sells land to builders and other developers for residential, commercial, and other uses primarily in and around Columbia, Maryland; Summerlin, Nevada; Houston and Woodlands, Texas. This segment also involves in the development of a residential condominium project located in Natick, Massachusetts. General Growth Properties, Inc. was founded in 1986 and is based in Chicago, Illinois.




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GGEENNEERRAALL MMOOTTOORRSS CCOOMMPPAANNYY ((GGMM))

Business Overview

($ in millions)


Enterprise Value 76,665 EV/EBITDA 5.6x LTM EBITDA Margin 5.2% General Motors designs, manufactures, and markets cars, crossovers, trucks, and automobile parts worldwide. The company markets its vehicles primarily under the Buick, Cadillac, Chevrolet, GMC, Opel, Daewoo, Holden, and Vauxhall brand names, as well as under the Alpheon, Jiefang, Baojun, and Wuling brand names. The company also sells cars and trucks to dealers for consumer retail sales, as well as to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies, and governments. GM also offers connected safety, security and mobility solutions, and information technology services. The company, through its subsidiary, General Motors Financial Company, Inc. provides automotive financing services and lease products through GM dealerships in connection with the sale of used and new automobiles that target customers with sub-prime and prime credit bureau scores. General Motors was founded in 1908 and is based in Detroit, Michigan.




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LLEEAARR CCOORRPP.. ((LLEEAA))

Business Overview

($ in millions)


Enterprise Value 5,386 EV/EBITDA 4.9x LTM EBITDA Margin 6.5% The company is a global tier I supplier of complete automotive seat systems and electrical power management systems with a global footprint that includes locations in 35 countries around the world. The business is focused on providing complete seat systems and related components, as well as electrical power management systems. In seat systems, based on independent market studies and management estimates, the company holds a #2 position globally on the basis of revenue. In electrical power management systems, the global target market is estimated to be between $35 and $40 billion and Lear is one of only four companies with both significant global capabilities and competency in all key electrical power management components. General Motors, Ford and BMW are Lear’s three largest customers globally. In addition, Daimler, Fiat (excluding Chrysler), Hyundai, PSA, Renault-Nissan and VW each represented 3% or more of Lear’s 2010 net sales.




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LLEEEE EENNTTEERRPPRRIISSEESS IINNCC.. ((LLEEEE))

Business Overview

($ in millions)


Enterprise Value 1,050 EV/EBITDA 6.0x LTM EBITDA Margin 23.8% Lee Enterprises, Incorporated provides local news, information, and advertising services primarily in midsize and small markets in the United States. The company publishes 52 daily and 39 Sunday newspapers, 300 weekly newspapers, and niche publications in 23 states; and provides retail, classified, digital, and national advertising services. It also provides digital infrastructure and digital publishing services for approximately 1,500 daily and weekly newspapers and shoppers. Lee Enterprises was founded in 1890 and is based in Davenport, Iowa.




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LLYYOONNDDEELLLLBBAASSEELLLL IINNDDUUSSTTRRIIEESS NN..VV.. ((LLYYBB))

Business Overview

($ in millions)


Enterprise Value 40,972 EV/EBITDA 6.5x LTM EBITDA Margin 13.4% LyondellBasell Industries N.V. manufacturers and sells chemicals and polymers, refines crude oil, produces gasoline blending components, and develops and licenses technologies for production of polymers. The company is the world’s third largest independent chemical company based on revenues and an industry leader in many of our product lines. The company’s Olefins and Polyolefins segment offers olefins, including ethylene, propylene, and butadiene; aromatics, such as benzene and toluene; polyolefins, which comprise polypropylene (PP), high-density polyethylene, low-density polyethylene, and linear low-density polyethylene; specialty polyolefins, including catalloy process resins, PP compounds, and polybutene-1 resins; and ethylene derivatives, which comprise ethanol. Its Intermediates and Derivatives segment provides propylene oxide (PO); PO co-products, including styrene monomers and TBA derivative isobutylene; PO derivatives, such as propylene glycol, propylene glycol ethers, and butanediol; acetyls, such as methanol, acetic acid, and vinyl acetate monomers; ethylene derivatives, which comprise ethylene oxide, ethylene glycol, and ethylene glycol ethers; and flavor and fragrance chemicals. The company’s Refining and Oxyfuels segment offers gasoline and components, ultra-low sulfur diesel, jet fuel, and lube oils; diesel, feedstock, fuel oil, gasoline, and bitumen; and gasoline blending components, including methyl tertiary butyl ether, ethyl tertiary butyl ether, and alkylate. Its Technology segment develops and licenses polyolefin and other process technologies. This segment also develops, manufactures, and sells polyolefin catalysts, as well as provides technology services, which comprise safety reviews, training and start-up assistance, engineering services for process and product improvements, and manufacturing troubleshooting. LyondellBasell Industries N.V. has operations in the Americas, Europe, Asia, and internationally. The company was founded in 2005 and is based in Rotterdam, Netherlands.




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SSEEMMGGRROOUUPP CCOORRPPOORRAATTIIOONN ((SSEEMMGG))

Business Overview

($ in millions)


Enterprise Value 2,562 EV/EBITDA 14.9x LTM EBITDA Margin 5.9% SemGroup Corporation emerged from bankruptcy protection on November 30, 2009 with a new management team. The company provides gathering, transportation, storage, distribution, blending, marketing, and other midstream services primarily to independent producers, refiners of petroleum products, and other market participants in the Midwest and Rocky Mountain regions of the United States, Canada, and the West Coast of the United Kingdom. It also purchases, stores, and sells natural gas liquids in the United States; provides natural gas gathering and processing services in Canada and the United States; offers refined products and crude oil storage services in the United Kingdom; and purchases, produces, stores, and distributes liquid asphalt cement products in Mexico. The company owns, contracts, and leases various pipelines, gathering systems, storage facilities, terminals, processing plants, blending facilities, and other distribution assets. It operates approximately 2,800 miles of petroleum product transportation, gathering, and distribution pipelines in Colorado, Oklahoma, Texas, Kansas, Arkansas, Arizona, and Alberta. The company was founded in 2000 and is headquartered in Tulsa, Oklahoma. By way of background, on July 22, 2008, SemGroup, L.P. and certain of its subsidiaries filed petitions for a reorg under Chapter 11 owing to a liquidity crisis emanating from a wrong way bet on oil futures. Important operating assets include: 2,800 miles of pipeline 18.1 million barrels of storage capacity 12 natural gas liquids terminals 7 natural gas processing plants Owned and lease railcars, trucks and pipeline injection stations 13 liquid asphalt cement terminals




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SSIIXX FFLLAAGGSS EENNTTEERRTTAAIINNMMEENNTT CCOORRPPOORRAATTIIOONN ((SSIIXX))

Business Overview

($ in millions)


Enterprise Value 5,331 EV/EBITDA 13.0x LTM EBITDA Margin 34.1% Six Flags Entertainment Corporation owns and operates regional theme, water, and zoological parks in North America. As of December 31, 2010, the company operated 19 parks and is the largest regional theme park operator in the world. The company also holds exclusive long-term licenses for theme park usage throughout the United States (except the Las Vegas metropolitan area), Canada, Mexico and other countries of certain Warner Bros. and DC Comics characters including Bugs Bunny, Daffy Duck, Tweety Bird, Yosemite Sam, Batman, Superman and some others. They also have certain rights to use the Hanna-Barbera and Cartoon Network characters, including Yogi Bear, Scooby-Doo, The Flintstones and others.




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SSPPAANNSSIIOONN IINNCC.. ((CCOODDEE))

Business Overview

($ in millions)


Enterprise Value 782 EV/EBITDA 5.6x LTM EBITDA Margin 14.0% Spansion Inc. engages in the design, development, manufacture, and sale of NOR flash memory semiconductors worldwide. Its flash memory products primarily store data and software code for microprocessors, controllers, and other programmable semiconductors, which run applications in a range of electronics systems. The company’s product designs are primarily based on its proprietary two-bit-per-cell MirrorBit technology. Its products are used in the computing and communications, automotive and industrial, consumer and gaming, and wireless and M2M end markets. Spansion markets and sells its products directly or through third-party distributors to original equipment manufacturers, original design manufacturers, and contract manufacturers. The company is headquartered in Sunnyvale, California.




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TTRRIIBBUUNNEE CCOOMMPPAANNYY ((TTRRBBAAAA))

Business Overview

($ in millions)


Enterprise Value 6,493 EV/EBITDA 7.6x LTM EBITDA Margin 19.5% Tribune Company, a media company, engages in publishing, interactive, and broadcasting businesses in the United States. It publishes magazines, as well as daily and weekly newspapers in print and electronic media formats. The company also owns and operates television stations, which broadcast entertainment and fun shows, sports events, news, and movies. In addition, it operates online advertising portals, apartment rental search sites, and new and pre-owned car retail sites; and Metromix, an online entertainment guide on restaurants, bars, music, movies, and entertainment. Further, the company involves in content syndication operations, including management and delivery of content to media and business customers through print, online, and on-screen media; and operates an information and advertising network for television and movie enthusiasts. Tribune Company serves customers online, as well as through sales representatives. The company was founded in 1847 and is headquartered in Chicago, Illinois with additional offices in Emeryville and Santa Monica, California; and Austin, Texas. It also has advertising sales offices in Los Angeles and New York. Tribune emerged from bankruptcy on 12/31/2012.




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TTRROONNOOXX IINNCCOORRPPOORRAATTEEDD ((TTRROOXX))

Business Overview

($ in millions)

Market Cap. 2,382 2013E P/E NM LTM Unlevered FCF Yield 0.2%

Enterprise Value 3,751 EV/EBITDA 9.4x LTM EBITDA Margin 17.1% Emerging from bankruptcy in February 2011 and based in Oklahoma City, OK, Tronox Incorporated is the world’s fifth-largest producer and marketer of titanium dioxide pigment, holding a 9% market share and serving customers in over 100 countries. Tronox Incorporated produces and markets titanium dioxide pigment in the United States and internationally. The company’s titanium dioxide, a white pigment is used in a range of products for its ability to impart whiteness, brightness, and opacity. Its pigment product is used in coatings (73% of sales), plastics (22% of sales), and paper (5% of sales), as well as various specialty products, such as inks, food, and cosmetics. The company also offers electrolytic manganese dioxide, which is used as active cathode material for alkaline batteries; lithium manganese dioxide that is used as rechargeable battery material; sodium chlorate for the pulp and paper industry; boron trichloride, a specialty chemical gas, which is used in various products, including pharmaceuticals, semiconductors, high-performance fibers, specialty ceramics, and epoxies; and elemental boron that is used in igniter formulations for defense, pyrotechnic, and air bag industries. There are four other major producers of titanium dioxide: E.I. du Pont de Nemours and Company (the largest TD producer with ~20% market share), National Titanium Dioxide Company Ltd. (“Cristal”), Huntsman Corporation and Kronos Worldwide, Inc. By way of background, the company was carved out in an initial public offering in November 2005. During 2006, Kerr-McGee spun-off its remaining 57% ownership in Tronox to shareholders. To remove the onerous burden of substantial legacy liabilities (chiefly environmental), the company filed for Chapter 11 bankruptcy on January 12, 2009.




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VVIISSTTEEOONN CCOORRPP.. ((VVCC))

Business Overview

($ in millions)


Enterprise Value 4,118 EV/EBITDA 6.7x LTM EBITDA Margin 7.3% Visteon Corporation designs, manufactures, and supplies automotive systems, modules, and components to automotive original equipment manufacturers worldwide. The company offers climate products, including integrated heating, ventilation, and air conditioning systems, such as evaporators, condensers, heater cores, climate controls, compressors, air handling cases, and fluid transport systems; and components and modules that provide cooling and thermal management for the vehicle’s engine and transmission, as well as for batteries and power electronics on hybrid and electric vehicles. The company also offers electronics products comprising audio/infotainment systems and components, such as base radio/CD head units, infotainment head units, audiophile systems, amplifiers, rear seat family entertainment systems, digital and satellite radios, HD and DAB broadcast tuners, MACH voice link technology, and connectivity solutions for portable devices; driver information systems, such as instrument clusters and displays; powertrain and feature control modules; electronic climate controls, such as single zone manual electronic and automatic multiple zone modules; and integrated control panels. In addition, Visteon provides interior products, including cockpit modules, such as structural, electronic, climate control, mechanical, and safety components; door panels/modules and interior trim products; and console modules, which deliver storage options. Lastly, it offers lighting products consisting of headlamps, stop lamps, fog lamps, and electronic control modules for lighting applications, as well as rear combination lamps utilizing incandescent and light emitting diode light sources. Visteon was founded in 2000 and is headquartered in Van Buren Township, Michigan.




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PPOOSSTT‐‐BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY:: NNOOLLSS

Some companies accumulated tax net operating loss carryforwards (NOLs) prior to and during bankruptcy and emerged from bankruptcy with material amounts of NOLs. This may be a source of hidden value if profitability returns or to an acquirer. Below we list post-bankruptcy companies' NOL tax assets (undiscounted). Post-Bankruptcy Companies: NOLs ($ in millions)

Company Name Ticker

Bankruptcy Emergence

DateMarket Cap. Industry

NOLs & Tax Credits Tax

Asset (1)

NOLs & Tax

Credits (1) / Market Cap.

2013E P/E

Ambac (2) AMBC 5/1/2013 1,126 Insurance 1,800 160% 4.6xCapmark Financial CPMK 10/14/2011 600 Diversified Financial Services 752 125% NAResolute Forest Products (AbitibiBowater) RFP 12/20/2010 1,452 Materials 1,229 85% 16.1xGeneral Motors GM 11/18/2010 50,756 Automobiles and Components 26,326 52% 11.0xSpansion Inc. CODE 5/18/2010 683 Semiconductors 311 46% 11.6xVisteon VC 10/1/2010 3,273 Automobiles and Components 1,432 44% 14.4xCIT Group Inc. CIT 12/10/2009 10,112 Banks 2,567 25% 13.8xChemtura CHMT 11/10/2010 2,182 Materials 488 22% 19.6xLear Corp. LEA 11/9/2009 5,468 Automobiles and Components 1,121 21% 12.4xSix Flags SIX 6/21/2010 3,594 Consumer Services 476 13% 31.5xDelphi Automotive DLPH 11/17/2011 17,421 Auto Components 471 3% 12.8x

(1) Amount includes federal, state, and foreign NOLs, tax credit carryforwards and capitalized R&D, from the 10-K. Amounts may have changed since last disclosure. Annual use may be limited by IRC Section 382. (2) Ambac NOL value calculated based on 10-Q disclosures: $7.1B gross federal below then reducing by $1.1B IRS relinquishment and $816k CODI for a gross of $5.1B. Tax-effected value at 35% of $1.8B. Note: 2013E P/E based on consensus EPS; Market data as of 7/29/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s.


Busted IPOs


““BBUUSSTTEEDD”” IIPPOOSS

For new contrarian ideas, we monitor “busted IPO’s” or companies whose current share price is below the IPO price. Below we list such companies. The last column compares the current stock price to the IPO price. As an example, as of July 29, 2013, Groupon was trading at 45% of its IPO price. 2011-2013 YTD “Busted” IPOs: Sorted by Sector ($ in millions)

IPO Date Company Ticker

Current

Market

Cap. Sector

2013E First

Call

Consensus

PE

Price /

Tangible BV IPO Price

Current

Stock Price

Current

Stock price

/ IPO price

11/03/2011 Groupon GRPN 5,901 Consumer Discretionary 52.1 11.2 20.00 8.92 45%

01/30/2013 TRI Pointe Homes, Inc. TPH 479 Consumer Discretionary 55.7 1.6 17.00 15.15 89%

05/03/2012 Tilly's, Inc. TLYS 418 Consumer Discretionary 19.4 3.5 15.50 15.08 97%

05/19/2010 ReachLocal, Inc. RLOC 367 Consumer Discretionary 1,303.0 17.3 13.00 12.90 99%

02/07/2012 Roundy's, Inc. RNDY 435 Consumer Staples 10.2 NM 13.00 9.31 72%

10/10/2012 Amira Nature Foods Ltd. ANFI 284 Consumer Staples 9.7 2.2 10.00 7.97 80%

06/12/2013 Coty Inc. COTY 6,592 Consumer Staples 22.2 NM 17.50 17.22 98%

06/23/2011 KiOR, Inc. KIOR 501 Energy NA 3.7 15.00 4.71 31%

04/19/2012 Midstates Petroleum Company, Inc. MPO 393 Energy 25.9 0.6 13.00 5.99 46%

05/10/2011 Kosmos Energy Ltd KOS 4,255 Energy 158.6 3.9 18.00 10.95 61%

05/26/2011 Solazyme, Inc. SZYM 703 Energy NA 4.3 18.00 11.37 63%

07/28/2011 C&J Energy Services, Inc. CJES 1,047 Energy 12.7 3.2 29.00 19.34 67%

04/05/2011 SandRidge Mississippian Trust I SDT 398 Energy 6.0 1.6 21.00 14.23 68%

11/02/2011 Enduro Royalty Trust NDRO 501 Energy 10.6 0.8 22.00 15.17 69%

04/17/2012 Sandridge Mississippian Trust II SDR 748 Energy 6.0 1.7 21.00 15.05 72%

11/09/2011 LRR Energy, L.P. LRE 383 Energy 56.8 1.4 19.00 14.64 77%

10/11/2012 Linn Co, LLC LNCO 1,051 Energy 22.8 0.9 36.50 30.22 83%

11/10/2011 Chesapeake Granite Wash Trust CHKR 767 Energy 5.7 2.1 19.00 16.41 86%

08/10/2011 SandRidge Permian Trust PER 826 Energy 6.2 1.7 18.00 15.74 87%

12/12/2012 PBF Energy Inc. PBF 914 Energy 9.2 1.3 26.00 23.10 89%

05/02/2012 Pacific Coast Oil Trust ROYT 702 Energy 9.4 2.6 20.00 18.19 91%

07/21/2011 Apollo Residential Mortgage, Inc. AMTG 501 Financials 5.8 0.6 20.00 15.63 78%

05/09/2012 Western Asset Mortgage Capital Corp. WMC 403 Financials 4.8 0.8 20.00 16.59 83%

06/29/2011 AG Mortgage Investment Trust, Inc. MITT 509 Financials 5.7 0.8 20.00 18.23 91%

10/13/2010 Campus Crest Communities, Inc. CCG 764 Financials 14.2 1.2 12.50 11.83 95%

03/28/2012 Merrimack Pharmaceuticals, Inc. MACK 497 Healthcare NA NM 7.00 4.90 70%

03/28/2012 Merrimack Pharmaceuticals, Inc. MACK 497 Healthcare NA NM 7.00 4.90 70%

02/01/2012 Greenway Medical Technologies, Inc. GWAY 337 Healthcare 391.3 4.5 13.00 11.32 87%

03/27/2012 Vocera Communications, Inc. VCRA 354 Healthcare 477.0 3.0 16.00 14.44 90%

03/29/2012 Enphase Energy, Inc. ENPH 262 Industrials NA 5.4 13.00 6.30 48%

05/22/2013 Ply Gem Holdings, Inc PGEM 1,187 Industrials 116.5 ‐ 21.00 18.33 87%

12/15/2011 Zynga, Inc. ZNGA 2,398 Information Technology NA 1.5 10.00 3.02 30%

01/25/2011 Demand Media, Inc. DMD 579 Information Technology 17.9 5.1 17.00 6.69 39%

05/24/2011 The Active Network, Inc. ACTV 530 Information Technology NA NM 15.00 8.60 57%

11/16/2011 Intermolecular, Inc. IMI 273 Information Technology 115.0 3.4 10.00 6.10 61%

08/07/2012 Peregrine Semiconductor Corporation PSMI 308 Information Technology 40.5 2.6 14.00 9.60 69%

06/20/2013 Gogo Inc. GOGO 1,033 Information Technology NA 9.1 17.00 12.17 72%

05/09/2012 Audience, Inc. ADNC 261 Information Technology 18.7 1.7 17.00 12.39 73%

03/28/2012 Millennial Media Inc. MM 816 Information Technology 69.4 5.1 13.00 10.26 79%

06/08/2011 Fusion‐io, Inc. FIO 1,490 Information Technology 69.1 3.5 19.00 15.16 80%

03/21/2013 Marin Software Incorporated MRIN 374 Information Technology NA 3.0 14.00 11.49 82%

02/01/2011 NeoPhotonics Corporation NPTN 280 Information Technology NA 1.7 11.00 9.14 83%

05/24/2011 Freescale Semiconductor Holdings I, Ltd. FSL 3,880 Information Technology 31.7 NM 18.00 15.08 84%

06/26/2013 Tremor Video, Inc. TRMR 425 Information Technology NA 8.4 10.00 8.59 86%

05/08/2013 Cyan, Inc. CYNI 456 Information Technology NA NM 11.00 10.25 93%

05/17/2012 Facebook, Inc. FB 86,283 Information Technology 45.8 8.0 38.00 35.43 93%

11/15/2012 Ruckus Wireless, Inc. RKUS 1,041 Information Technology 87.3 6.5 15.00 14.00 93%

05/09/2012 Audience, Inc. ADNC 261 Information Technology 18.7 1.7 13.00 12.39 95%

05/03/2012 PetroLogistics LP PDH 1,849 Materials 10.0 5.3 17.00 13.29 78%

07/20/2011 SunCoke Energy Inc. SXC 1,113 Materials 33.7 2.3 16.00 15.90 99%

Note: Sorted by Sector. Note: Includes 2011-13 IPOs. Market cap. > $250 million currently trading <100% of IPO price. Market cap. and stock price as of 7/29/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s.


Thrift Conversions


BBAANNKK TTHHRRIIFFTT CCOONNVVEERRSSIIOONNSS

Bank thrift conversions are another overlooked investment area. There are three types of thrift conversions:

1. Standard: Mutual thrift goes from a private to public company through an IPO of 100% of its shares.

2. Mutual Holding Company: Mutual company IPO’s <50% of the company. Management maintains majority control through private ownership.

3. Second Step Conversion: A mutual holding company as discussed above sells the remainder of its privately held shares to the public.

An important item to keep in mind for a mutual holding company IPO (<50%): Valuation metrics may be skewed as the full equity value of the company will not yet be reflected in the book value given the partial IPO. Therefore, the bank may look expensive on P/TBV basis, but that may not necessarily be the reality. These newly public banks may initiate certain corporate actions, such as share repurchases and M&A. However, rules generally prohibit a share repurchase within 1 year of a conversion and disallow the company being acquired within 3 years of a thrift conversion. As one notable example, Danvers Bancorp was a thrift conversion in 2008 that was purchased by People’s United Financial in July 2011 (1/10/08 offering date vs. 1/20/11 announced takeover date at ~30% premium).


BBAANNKK TTHHRRIIFFTT CCOONNVVEERRSSIIOONNSS SSIINNCCEE 22000099

2009 to Date Thrift Conversions ($ in millions, except per share)

Company Ticker

Current

Stock

Price

Dividend

Yield

Market

Cap.

Offering

Completion

Date Conversion Type

Offering

Price,

Unsplit

% Stock

Price

Change

since

Offering

Current Price /

Tangible Book

Value (1)

Sunnyside Bancorp, Inc. SNNY 10.40 0.0% 8 7/16/2013 Standard 10.00 4% NAWestbury Bancorp, Inc. WBB 13.56 0.0% 70 4/10/2013 Standard 10.00 36% 1.5 Charter Financial Corporation CHFN 11.00 1.8% 250 4/9/2013 Second Stage 10.00 10% 1.8 Northfield Bancorp, Inc. NFBK 12.14 2.0% 707 1/25/2013 Second Stage 10.00 21% 1.0 United Community Bancorp UCBA 10.18 2.4% 52 1/10/2013 Second Stage 8.00 27% 0.7 Meetinghouse Bancorp. MTGB 12.70 0.0% 8 11/20/2012 Standard 10.00 27% 0.8 Polonia Bancorp. PBCP 9.31 0.0% 33 11/13/2012 Second Stage 8.00 16% 0.7 Malvern Federal Bancorp MLVF 11.90 0.0% 78 10/12/2012 Second Stage 10.00 19% 0.8 Hamilton Bancorp, Inc. HBK 13.55 0.0% 50 10/10/2012 Standard 10.00 36% 0.8 LaPorte Bancorp, Inc. (MHC) LPSB 10.25 1.6% 64 10/5/2012 Second Stage 8.00 28% 0.9 Madison County Financial MCBK 18.14 1.5% 58 10/4/2012 Standard 10.00 81% 0.9 Sound Financial Bancorp, Inc. SFBC 14.25 1.4% 37 8/23/2012 Second Stage 10.00 42% 0.8 Georgetown Bancorp, Inc. GTWN 13.80 1.2% 27 7/12/2012 Second Stage 10.00 38% 0.9 HomeTrust Bancshares, Inc. HTWC 16.53 0.0% 344 7/11/2012 Standard 10.00 65% 0.9 FS Bancorp, Inc. FSBW 17.40 1.1% 56 7/10/2012 Standard 10.00 74% 0.9 Wellesley Bancorp, Inc. WEBK 18.00 0.0% 44 1/26/2012 Standard 10.00 80% 1.0 Cheviot Financial Corp. CHEV 11.39 3.2% 82 1/18/2012 Second Stage 8.00 42% 0.9 West End Indiana Bancshares, Inc. WEIN 19.89 1.2% 28 1/11/2012 Standard 10.00 99% 0.9 ASB Bancorp, Inc. ASBB 16.89 0.0% 90 10/12/2011 Standard 10.00 69% 0.8 BSB Bancorp, Inc. (Maryland) BLMT 13.76 0.0% 128 10/5/2011 Standard 10.00 38% 1.0 Poage Bankshares, Inc PBSK 15.00 1.1% 49 9/13/2011 Standard 10.00 50% 0.8 IF Bancorp, Inc. IROQ 15.41 0.0% 70 7/8/2011 Standard 10.00 54% 0.8 State Investors Bancorp, Inc. SIBC 15.10 0.0% 38 7/7/2011 Standard 10.00 51% 0.9 First Connecticut Bancorp, Inc. FBNK 15.19 0.8% 258 6/30/2011 Standard 10.00 52% 1.1 Naugatuck Valley Financial Corp. NVSL 7.90 0.0% 55 6/30/2011 Second Stage 8.00 ‐1% 0.8 Franklin Financial Corporation FRNK 18.90 0.0% 239 4/28/2011 Standard 10.00 89% 1.0 Rockville Financial, Inc. RCKB 13.25 3.0% 363 3/4/2011 Second Stage 10.00 33% 1.2 Wolverine Bancorp, Inc. WBKC 19.27 0.0% 47 1/20/2011 Standard 10.00 93% 0.8 Alliance Bancorp, Inc. of Pennsylvania ALLB 14.35 0.0% 74 1/18/2011 Second Stage 10.00 44% 0.9 Oconee Federal Financial Corp. (MHC) OFED 16.08 0.0% 97 1/14/2011 Mutual Holding Co. 10.00 61% 1.2 SI Financial Group, Inc. SIFI 11.30 0.0% 114 1/13/2011 Second Stage 8.00 41% 0.9 Minden Bancorp, Inc. MDNB 17.50 0.0% 42 1/5/2011 Second Stage 10.00 75% 1.0 Capitol Federal Financial, Inc. CFFN 12.83 0.0% 1,911 12/22/2010 Second Stage 10.00 28% 1.2 Home Federal Bancorpof Louisiana HFBL 17.49 0.0% 41 12/22/2010 Second Stage 10.00 75% 1.0 Heritage Financial Group, Inc. HBOS 17.05 0.0% 134 11/30/2010 Second Stage 10.00 71% 1.2 Simplicity Bancorp SMPL 14.90 0.0% 123 11/19/2010 Second Stage 10.00 49% 0.9 Standard Financial Corp. STND 19.49 0.0% 63 10/7/2010 Standard 10.00 95% 0.9 FedFirst Financial Corporation FFCO 19.34 0.0% 49 9/21/2010 Second Stage 10.00 93% 0.9 Jacksonville Bancorp, Inc. JXSB 19.25 0.0% 37 7/15/2010 Second Stage 10.00 93% 0.9 Colonial Financial Services, Inc. COBK 14.10 0.0% 54 7/13/2010 Second Stage 10.00 41% 0.8 ViewPoint Financial Group, Inc. VPFG 21.69 0.0% 866 7/7/2010 Second Stage 10.00 117% 1.7 Peoples Federal Bancshares, Inc. PEOP 18.47 0.0% 122 7/7/2010 Standard 10.00 85% 1.1 Oneida Financial Corp. ONFC 15.39 0.0% 108 7/7/2010 Second Stage 8.00 92% 1.6 Fox Chase Bancorp, Inc. FXCB 17.90 0.0% 218 6/29/2010 Second Stage 10.00 79% 1.2 Oritani Financial Corp. ORIT 16.58 0.0% 752 6/24/2010 Second Stage 10.00 66% 1.5 Eagle Bancorp Montana, Inc. EBMT 11.52 0.0% 45 4/5/2010 Second Stage 10.00 15% 1.0 OBA Financial Services, Inc. OBAF 18.33 0.0% 76 1/22/2010 Standard 10.00 83% 1.0 OmniAmerican Bancorp, Inc. OABC 24.07 0.0% 275 1/21/2010 Standard 10.00 141% 1.3 Athens Bancshares Corporation AFCB 17.91 0.0% 39 1/7/2010 Standard 10.00 79% 0.9 Ocean Shore Holding Co. OSHC 14.74 1.6% 103 12/21/2009 Second Stage 8.00 84% 1.0 Northwest Bancshares, Inc. NWBI 14.23 3.7% 1,335 12/18/2009 Second Stage 10.00 42% 1.4 Cullman Bancorp, Inc. (MHC) CULL 15.99 2.0% 41 10/9/2009 Mutual Holding Co. 10.00 60% 1.0 Territorial Bancorp Inc. TBNK 23.42 2.2% 249 7/13/2009 Standard 10.00 134% 1.1

Announced Conversions Announce DatePrudential Bancorp. Of Penn. 6/13/2013 Second Stage 10.00Waterstone Financial 6/6/2013 Second Stage 8.00Home Bancorp. Wisconsin 6/4/2013 Standard 10.00Delanco Bancorp 5/28/2013 Second Stage 8.00First Northwest Bank 5/22/2012 Standard 10.00Macon Financial Corp. 5/18/2011 Standard 10.00

(1) For Mutual Holding Companies, current tangible book value may be skewed (artificially low BV = higher appearing P/TBV). Market cap.as of 7/23/2013.

Source: Wolfe Trahan Accounting & Tax Policy Research; Company filings; SNL Financial; Standard & Poor’s.


Dividend Investing


DDIIVVIIDDEENNDD IINNVVEESSTTIINNGG:: SSUUMMMMAARRYY OOFF EEMMPPIIRRIICCAALL EEVVIIDDEENNCCEE

An area that we closely follow is companies’ dividend activity and, to that end, our research has and continues to focus on identifying areas of alpha generation among dividend initiations, dividend increases, special dividends, and dividend cuts (refer to our Feb. 15, 2013 dividend strategy conference call for greater detail on each of these topics). Our empirical research has found a strong signaling effect and multi-year stock price outperformance for companies initiating dividends and/or increasing dividends. With regard to dividend cuts, we found significant underperformance in the year leading up to a dividend cut, followed by outperformance and positive total returns a few weeks post-event. The exhibit below summarizes our findings. Historical Returns of Key Dividend Themes

DIVIDEND INITIATIONS 1‐mo 3‐mo 6‐mo 1‐yr 2‐yr 3‐yr

Ave. Relative Return 0.9% 1.8% 3.1% 6.0% 12.5% 18.4%

Ave. Total Return 2.0% 4.3% 7.9% 15.6% 29.5% 39.4%

Initiations, >1% initial yield:


Ave. Total Return 1.6% 4.7% 11.6% 18.7% 31.9% 47.9%

DIVIDEND INCREASES 1‐mo 3‐mo 6‐mo 1‐yr 2‐yr 3‐yr


Ave. Total Return 1.4% 3.4% 6.1% 11.6% 23.1% 34.3%

Increases, 30‐100% increase:


Ave. Total Return 1.8% 4.8% 7.4% 14.9% 26.0% 33.2%

Increases, 100%+ increase:


Ave. Total Return 1.1% 4.8% 7.8% 15.8% 42.9% 65.1%

DIVIDEND CUTS 1‐mo 3‐mo 6‐mo 1‐yr 2‐yr 3‐yr

Ave. Relative Return (‐1‐yr = ‐30.2%) ‐0.2% 2.6% 6.4% 11.3% 22.8% NA

Ave. Total Return (‐1‐yr = ‐20.9%) 0.2% 5.7% 13.4% 23.4% 49.4% NA



22001133 YYTTDD DDIIVVIIDDEENNDD SSTTRRAATTEEGGYY RREELLAATTIIVVEE SSHHAARREE PPRRIICCEE RREETTUURRNNSS

On this page, we present key corporate action dividend themes’ YTD relative returns. These dividend strategies have all historically produced alpha. On subsequent pages, we provide lists of companies meeting these criteria. 2013 YTD Relative Returns

‐15%

‐12%

‐9%

‐6%

‐3%

0%

3%

6%

9%

12%

15%

1/1/13 1/29/13 2/26/13 3/26/13 4/23/13 5/21/13 6/18/13 7/16/13

Alpha

Dividend Initiations (1%+ Initial Yield, Below Sector P/E)

‐10%

‐8%

‐6%

‐4%

‐2%

0%

2%

4%

6%

8%

10%

1/1/13 1/29/13 2/26/13 3/26/13 4/23/13 5/21/13 6/18/13 7/16/13

Alpha

30%+ Div. Inc.; Below Sector P/E or High FCF Yield

Dividend Initiations: LTM dividend initiating companies with an initial yield of 1%+ and below sector average P/E multiple (41 cos.), measured against a sector neutral S&P 1500 benchmark. 30%+ Div. Inc.; Below Sector P/E or High FCF Yield: Cos. with 5%+ FCF yields or below sector P/E multiples that were also large dividend increasers over the past 6 months (40 cos.), measured against a sector neutral S&P 1500. Note: Market data through 7/30/2013.


YTD Relative Return = +11.9%YTD Total Return = +32.1%

YTD Relative Return = +3.0%YTD Total Return = +21.9%


DDIIVVIIDDEENNDD IINNIITTIIAATTIINNGG CCOOMMPPAANNIIEESS MMEEEETTIINNGG YYIIEELLDD AANNDD VVAALLUUAATTIIOONN CCRRIITTEERRIIAA

Within the dividend initiation category, we’ve found even greater outperformance by “large” dividend initiations, companies initiating dividend yields greater than 1%. The companies listed below meet this criteria of a recent, large dividend initiation and also have either a below sector median P/E multiple or a 5%+ FCF yield. By layering in at least one of these two factors, we hope to find even greater alpha. We also list our Stock Idea Model (SIM) score that may be used as a further filter (1 = best). Recent 1%+ Dividend Initiations with Either a Below Sector Median P/E or 5%+ FCF Yield [sorted by sector, then SIM Score]


Market

Cap. ($ in

millions)

EQ Score

[0 = lowest

EQ]

SIM*

[1 = best;

5 = worst]

Announce

Date

Initial

Dividend

Yield

2013E

P/E

LTM FCF

Yield

YTD

Relative

Return

Hanesbrands Inc. HBI Cons. Disc. 5,859 89 1 4/8/13 1.7% 17.3x 8% 41.1%

GameStop Corp. GME Cons. Disc. 5,518 74 1 2/8/12 2.5% 14.4x 6% 65.2%

Dana Holding Corp. DAN Cons. Disc. 3,238 88 1 2/22/12 1.3% 11.6x 11% 16.5%

The Cheesecake Factory Inc. CAKE Cons. Disc. 2,221 80 1 7/25/12 1.6% 19.5x 5% 3.7%

Interval Leisure Group, Inc. IILG Cons. Disc. 1,237 61 2 3/8/12 3.0% 17.0x 7% ‐13.7%

Allison Transmission Holdings ALSN Cons. Disc. 4,413 31 3 5/8/12 1.3% 26.1x 6% ‐8.3%

Delphi Automotive PLC DLPH Cons. Disc. 17,296 12 4 2/26/13 1.7% 12.6x 4% 20.2%

Valassis Communications Inc. VCI Cons. Disc. 1,099 61 NA 12/13/12 4.6% 9.0x 10% ‐13.1%

True Religion Apparel Inc. TRLG Cons. Disc. 818 51 NA 5/1/12 2.9% 17.6x 7% 0.3%

Shoe Carnival Inc. SCVL Cons. Disc. 548 20 NA 6/15/12 1.0% 17.2x ‐6% 5.8%

Ruth's Hospitality Group Inc. RUTH Cons. Disc. 425 91 NA 5/3/13 1.4% 20.4x 8% 38.1%

Energizer Holdings Inc. ENR Cons. Staples 6,531 71 1 5/2/12 2.3% 15.4x 8% 11.5%

Hillshire Brands Company HSH Cons. Staples 4,299 92 1 8/9/12 1.9% 20.5x 8% 4.2%

Spectrum Brands Holdings, Inc. SPB Cons. Staples 2,952 12 5 8/7/12 2.8% 17.7x 5% 6.3%

Pinnacle Foods Inc. PF Cons. Staples 2,996 NA NA 5/14/13 3.0% 16.6x 5% NA

Roundy's, Inc. RNDY Cons. Staples 433 83 NA 5/17/12 9.2% 10.1x 9% 95.0%

Phillips 66 PSX Energy 36,207 87 1 7/11/12 2.4% 8.0x 13% ‐4.2%

CVR Energy, Inc. CVI Energy 4,038 80 1 2/13/12 1.2% 8.5x 17% 2.2%

Nasdaq OMX Group Inc. NDAQ Financials 5,382 NA 2 4/25/12 2.1% 12.8x 8% 5.7%

Corrections Corp. of America CXW Financials 3,855 NA 2 2/27/12 3.2% 16.5x 6% ‐8.8%

LPL Financial Holdings Inc. LPLA Financials 3,928 NA 3 4/30/12 1.3% 16.0x 5% 7.1%

CNO Financial Group, Inc. CNO Financials 3,208 NA 3 5/9/12 1.1% 13.9x 11% 30.2%

The GEO Group, Inc. GEO Financials 2,518 NA 4 8/7/12 3.3% 20.9x 6% 3.1%

Investors Bancorp Inc. ISBC Financials 2,489 NA 5 9/28/12 1.1% 23.7x NA 0.6%

Amerisafe, Inc. AMSF Financials 657 NA NA 2/28/13 1.0% 17.7x 14% 7.6%

Park Sterling Corp. PSTB Financials 295 NA NA 7/26/13 1.3% 17.9x NA 1.2%

Warner Chilcott plc WCRX Healthcare 5,375 49 2 8/7/12 2.8% 6.3x 11% 51.0%

Questcor Pharmaceuticals, Inc. QCOR Healthcare 2,998 61 2 9/28/12 4.3% 12.9x 8% 67.8%

Agilent Technologies Inc. A Healthcare 15,450 15 3 1/18/12 1.0% 16.3x 7% ‐19.0%

CONMED Corp. CNMD Healthcare 910 92 NA 3/1/12 2.0% 18.2x 7% ‐9.7%

Alaska Air Group Inc. ALK Industrials 4,220 84 1 7/11/13 1.3% 12.0x 7% 19.9%

EnerSys Inc. ENS Industrials 2,504 64 1 5/28/13 1.0% 14.4x 8% 19.4%

The Babcock & Wilcox Company BWC Industrials 3,448 55 2 11/7/12 1.2% 13.3x 6% ‐2.0%

URS Corp. URS Industrials 3,508 22 3 2/27/12 1.7% 10.6x 8% ‐1.2%

Acacia Research Corp. ACTG Industrials 1,130 48 3 4/23/13 2.1% 15.2x 9% ‐29.5%

Delta Air Lines Inc. DAL Industrials 17,930 58 4 5/8/13 1.3% 7.8x 4% 58.5%

General Cable Corp. BGC Industrials 1,560 55 4 5/20/13 2.1% 13.1x 4% ‐16.3%

Exponent Inc. EXPO Industrials 880 26 NA 2/19/13 1.2% 26.5x 5% 0.2%

TMS International Corp. TMS Industrials 649 62 NA 4/25/13 2.8% 16.0x 4% 12.9%

Kadant Inc. KAI Industrials 361 62 NA 2/26/13 1.9% 15.9x 11% 2.7%

EMC Corp. EMC Info. Tech. 54,772 64 1 5/30/13 1.6% 14.2x 11% ‐6.5%

Symantec Corp. SYMC Info. Tech. 17,006 77 1 1/23/13 2.5% 12.7x 9% 19.3%

Western Digital Corp. WDC Info. Tech. 15,386 74 1 9/13/12 2.3% 7.5x 19% 43.7%

Marvell Technology Group Ltd. MRVL Info. Tech. 6,220 90 1 5/17/12 1.8% 14.4x 12% 65.1%

LSI Corp. LSI Info. Tech. 4,309 74 1 7/24/13 1.6% 12.0x 8% ‐0.1%

Booz Allen Hamilton Holding Corp. BAH Info. Tech. 2,688 90 1 2/3/12 2.0% 12.1x 12% 29.6%

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Please contact us for more detail. Note: Includes R3000 companies with 1% dividend initiation since 2012 and either below sector P/E or >5% unlevered free cash flow yield. Market data through 7/30/2013.



DDIIVVIIDDEENNDD IINNIITTIIAATTIINNGG CCOOMMPPAANNIIEESS MMEEEETTIINNGG YYIIEELLDD AANNDD VVAALLUUAATTIIOONN CCRRIITTEERRIIAA ((CCOONNTTIINNUUEEDD))

Below is a continuation of the prior exhibit. Recent 1%+ Div. Initiations with Either a Below Sector Median P/E or 5%+ FCF Yield [sorted by sector, then SIM Score] (cont.)


Market

Cap. ($ in

millions)

EQ Score

[0 = lowest

EQ]

SIM*

[1 = best;

5 = worst]

Announce

Date

Initial

Dividend

Yield

2013E

P/E

LTM FCF

Yield

YTD

Relative

Return

Apple Inc. AAPL Info. Tech. 411,840 48 2 3/19/12 1.8% 11.5x 11% ‐24.7%

Dell Inc. DELL Info. Tech. 22,583 15 2 6/12/12 2.7% 12.9x 16% 17.4%

NetApp Inc. NTAP Info. Tech. 14,831 56 2 5/21/13 1.6% 15.2x 11% 11.9%

SAIC, Inc. SAI Info. Tech. 5,213 40 2 3/20/12 3.7% 13.1x 10% 37.3%

NVIDIA Corp. NVDA Info. Tech. 8,328 23 3 11/8/12 2.4% 19.4x 17% 7.9%

Amdocs Limited DOX Info. Tech. 6,167 32 3 5/2/12 1.6% 13.2x 8% 2.6%

Mentor Graphics Corp. MENT Info. Tech. 2,309 2 4 3/7/13 1.1% 12.7x 5% 9.9%

CSG Systems Int'l Inc. CSGS Info. Tech. 749 18 NA 6/25/13 2.8% 11.3x 9% 19.4%

Forrester Research Inc. FORR Info. Tech. 721 99 NA 2/9/12 1.6% 41.4x 11% 21.3%

Inteliquent IQNT Telecom. 265 NA NA 5/29/13 4.4% 25.8x 15% NA

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Please contact us for more detail. Note: Includes R3000 companies with 1% dividend initiation since 2012 and either below sector P/E or >5% unlevered free cash flow yield. Market data through 7/30/2013.



LLAARRGGEE DDIIVVIIDDEENNDD GGRROOWWTTHH WWIITTHH MMOORREE CCAAPPAACCIITTYY

Our prior research has revealed that dividend increasing companies outperformed historically and that the highest level of outperformance occurred in companies increasing their dividend by 30%+ Q/Q. We refer to such companies as “large dividend increasers”. We also discovered that companies increasing dividends tend to do it repeatedly year-in and year-out. The companies listed below are recent 30%+ dividend growers that still have lower payout ratios suggesting capacity for future large dividend increases. 30%+ Q/Q Dividend Increases with Capacity for Growth [sorted by sector, then market cap.]


Market

Cap. ($ in

millions) SIM*

2013E

P/E

Dividend

Yield

Payout

Ratio

Size of

Recent

Increase

LTM FCF

Yield

YTD

Relative

Return

Macy's, Inc. M Cons. Disc. 18,477 1 12.2x 2.1% 23% 100% 8% ‐0.9%

Ingredion Inc. INGR Cons. Staples 5,013 2 12.6x 2.3% 17% 30% 6% ‐19.3%

Nu Skin Enterprises Inc. NUS Cons. Staples 4,837 2 16.4x 1.5% 23% 50% 5% 105.4%

CVS Caremark Corp. CVS Cons. Staples 74,639 3 15.5x 1.5% 22% 38% 5% 6.7%

Inter Parfums Inc. IPAR Cons. Staples 1,003 NA 27.5x 1.4% 7% 50% 9% 48.4%

Marathon Petroleum Corp. MPC Energy 23,713 1 9.1x 1.9% 12% 40% 22% 1.5%

Tesoro Corp. TSO Energy 7,660 1 10.8x 1.5% 8% 33% 17% 11.7%

Western Refining, Inc. WNR Energy 2,510 1 8.3x 2.4% 5% 50% 22% ‐6.4%

Delek US Holdings Inc. DK Energy 1,739 1 9.3x 2.0% 5% 45% 23% 1.2%

Helmerich & Payne, Inc. HP Energy 6,719 2 11.6x 3.2% 6% 233% 0% ‐2.1%

Unitedhealth Group, Inc. UNH Healthcare 73,716 2 13.2x 1.5% 16% 31% 5% 5.1%

WellPoint Inc. WLP Healthcare 25,400 2 10.4x 1.8% 14% 30% 6% 11.8% (1)

Alliant Techsystems Inc. ATK Industrials 2,956 1 11.3x 1.1% 11% 30% 6% 29.3% (1)

Ingersoll‐Rand Plc IR Industrials 17,784 2 16.9x 1.4% 23% 31% 6% 8.4%

Ametek Inc. AME Industrials 11,215 2 21.7x 0.5% 12% 50% 5% 2.9%

Altra Holdings, Inc. AIMC Industrials 686 NA 15.3x 1.6% 17% 33% 7% ‐4.1%

Oracle Corporation ORCL Info. Tech. 150,733 1 11.3x 1.5% 13% 100% 10% ‐12.9%

Jack Henry & Associates Inc. JKHY Info. Tech. 4,157 1 22.9x 1.7% 24% 54% 6% 12.9%

Heartland Payment Systems, Inc. HPY Info. Tech. 1,412 1 19.8x 0.7% 13% 50% 7% 21.4%

Xerox Corp. XRX Info. Tech. 11,882 2 8.7x 2.4% 20% 35% 12% 32.3%

Plantronics, Inc. PLT Info. Tech. 1,927 3 15.2x 0.9% 16% 100% 6% 13.3%

FEI Company FEIC Info. Tech. 2,951 4 24.8x 0.6% 8% 50% 5% 27.6% (1)

Monotype Imaging Holdings Inc. TYPE Info. Tech. 954 NA 22.2x 1.0% 9% 50% 5% 43.7%

Schweitzer‐Mauduit Int'l Inc. SWM Materials 1,711 1 14.2x 2.2% 22% 100% 9% 31.8%

Celanese Corporation CE Materials 7,674 2 10.5x 1.5% 11% 100% 5% ‐1.7%

Ball Corp. BLL Materials 6,687 2 14.2x 1.2% 17% 43% 5% ‐9.0%

Reliance Steel & Aluminum Co. RS Materials 5,374 2 14.3x 1.9% 19% 67% 7% 3.5%

Minerals Technologies Inc. MTX Materials 1,599 2 20.3x 0.4% 7% 100% 7% 5.8%

(1) Initiated a dividend within the last three years. * SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. 1 = best and 5 = worst SIM score. Note: $500+ million market cap. cos. with <25% payout ratio and at least 5% free cash flow yield AND recent large dividend increase. Market data through 7/30/2013.



CCOONNTTRRAARRIIAANNSS CCOORRNNEERR:: RREECCEENNTT IINNIITTIIAATTIIOONN OORR LLAARRGGEE IINNCCRREEAASSEE WWIITTHH 55%%++ FFCCFF YYIIEELLDD

Below are companies underperforming their sector YTD with either a dividend initiation (1%+ yield) or 30%+ dividend increase within the past 9-months and at least a 5%+ FCF yield. Underperforming Recent Dividend Initiations OR Large Dividend Increases with 5%+ FCF Yields [sorted by market cap.]


Market

Cap. ($ in

millions)

1Q13

EQ Score

SIM*

[1 = best;

5 = worst]

2013E

P/E

Dividend

Yield

Payout

Ratio

LTM FCF

Yield

YTD

Relative

Return

Oracle Corporation ORCL Info. Tech. 150,733 56 1 11.3x 1.5% 13% 10% ‐13%

EMC Corporation EMC Info. Tech. 54,772 64 1 14.2x 1.5% 0% 11% ‐6%

Marriott International, Inc. MAR Cons. Disc. 12,712 61 2 20.1x 1.7% 33% 5% ‐14%

The ADT Corporation ADT Industrials 9,209 58 3 23.4x 1.2% 14% 9% ‐29%

Celanese Corporation CE Materials 7,674 18 2 10.5x 1.5% 11% 5% ‐2%

Ball Corporation BLL Materials 6,687 21 2 14.2x 1.2% 17% 5% ‐9%

Ingredion Incorporated INGR Cons. Staples 5,013 71 2 12.6x 2.3% 17% 6% ‐19%

Nabors Industries Ltd. NBR Energy 4,472 68 1 17.7x 1.1% 10% 5% ‐10%

The Babcock & Wilcox Company BWC Industrials 3,448 55 2 13.3x 1.0% 9% 6% ‐2%

Western Refining, Inc. WNR Energy 2,510 80 1 8.3x 2.4% 5% 22% ‐6%

Acacia Research Corporation ACTG Industrials 1,130 48 3 15.2x 2.1% 0% 9% ‐29%

Valassis Communications Inc. VCI Cons. Disc. 1,099 61 NA 9.0x 4.4% 11% 10% ‐13%

Altra Holdings, Inc. AIMC Industrials 686 89 NA 15.3x 1.6% 17% 7% ‐4%

Gold Resource Corp GORO Materials 429 51 NA 32.4x 4.4% 136% 7% ‐56%

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Please contact us for more detail. Note: $250+ million market cap. cos. with at least 5%+ free cash flow yield AND recent large dividend increase or dividend initiation. Market data through 7/30/2013.



RREECCEENNTT DDIIVVIIDDEENNDD CCUUTTSS:: OOUURR MMOOSSTT CCOONNTTRRAARRIIAANN GGRROOUUPP OOFF CCOOMMPPAANNIIEESS

Based on our dividend cut research, we found that the stock market “prices in” a cut in the 1 year period preceding the actual event as the historical total and relative average returns were -20.9% and -30.2%, respectively. Companies cutting dividends underperformed leading up to the announcement and for the first few weeks post-cut, but then began to outperform with average total positive returns. On the other hand, dividend discontinuations (dividend to $0.00) underperformed in the year after the elimination. Recent Dividend Cutting Companies [sorted by announcement date]


Market

Cap. ($ in

millions) SIM*

Div. Cut

Announce

Date

Inc./(Dec.)

in Mkt. Cap.

Since

Announce

Annualized

Dividend

Decrease

Dividend

Yield

Payout

Ratio

LTM FCF

Yield

JAKKS Pacific, Inc. JAKK Cons. Disc. 129 NA 7/17/13 ‐16% (0.28) 4.7% NM 5%

Western Asset Mortgage Capital Corp WMC Financials 415 NA 6/20/13 ‐3% (0.20) 21.7% 22% NA

Tri‐Continental Corporation TY Financials 1,177 NA 6/7/13 1% (0.11) 3.5% 0% 0%

Life Partners Holdings, Inc. LPHI Financials 50 NA 6/4/13 ‐11% (0.20) 7.5% NM ‐18%

CompX International Inc. CIX Industrials 205 NA 5/31/13 32% (0.30) 1.3% 18% ‐1%

Hudson City Bancorp, Inc. HCBK Financials 4,751 4 5/1/13 16% (0.16) 1.7% 71% NA

Pitney Bowes Inc. PBI Financials 3,344 1 4/30/13 16% (0.75) 5.1% 85% NA

Gold Resource Corp GORO Materials 429 NA 4/30/13 ‐17% (0.12) 4.4% 136% 7%

Exelon Corporation EXC Utilities 26,925 2 4/25/13 ‐16% (0.86) 3.9% 190% 2%

Friedman Industries, Inc. FRD Materials 68 NA 3/25/13 ‐1% (0.20) 3.2% 58% 21%

Educational Development Corp. EDUC Cons. Disc. 13 NA 3/1/13 ‐16% (0.16) 9.8% 334% 5%

CenturyLink, Inc. CTL Telecom. 21,755 2 2/13/13 8% (0.74) 5.2% 194% 9%

First Potomac Realty Trust FPO Financials 820 NA 1/24/13 17% (0.20) 4.5% NM 5%

EQT Corp. EQT Energy 12,909 2 1/16/13 46% (0.76) 0.2% 49% ‐3%

Roundy's, Inc. RNDY Cons. Staples 433 NA 11/9/12 126% (0.44) 5.2% NM 9%

State Auto Financial Corp. STFC Financials 828 NA 11/9/12 35% (0.20) 1.9% 63% 8%

BGC Partners, Inc. BGCP Financials 1,050 NA 11/6/12 58% (0.20) 7.5% 382% NA

Meadowbrook Insurance Group Inc. MIG Financials 421 NA 11/2/12 45% (0.12) 0.9% 80% 18%

Avon Products Inc. AVP Cons. Staples 9,914 4 11/1/12 51% (0.68) 1.0% NM 3%

USA Mobility, Inc. USMO Telecom. 333 NA 7/31/12 32% (0.50) 3.2% 54% 24%

Arch Coal Inc. ACI Energy 832 NA 5/1/12 ‐54% (0.32) 2.3% NM 4%

KB Home KBH Cons. Disc. 1,416 5 4/12/12 128% (0.15) 0.6% NM ‐4%

Transocean Ltd. RIG Energy 16,972 NA 2/20/12 ‐6% (0.79) 4.8% 0% 5%

Frontier Communications Corp. FTR Telecom. 4,310 1 2/16/12 ‐9% (0.35) 8.9% 253% 10%

Value Line, Inc. VALU Cons. Disc. 90 NA 1/19/12 ‐12% (0.20) 6.3% 90% 1%

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. 1 = best and 5 = worst SIM score. Note: Market data as of 7/30/2013. Increase / (Decrease) in Mkt. Cap based on +1 day after announcement.



RREECCEENNTT DDIIVVIIDDEENNDD CCUUTTSS:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS

HHUUDDSSOONN CCIITTYY BBAANNCCOORRPP,, IINNCC.. ((HHCCBBKK))

Business Overview

($ in millions)


Enterprise Value 14,197 EV/EBITDA NA LTM EBITDA Margin NA Hudson City Bancorp, Inc. operates as the holding company of Hudson City Savings Bank that provides various banking products and services in the United States. Its deposit products include passbook and statement savings accounts, interest-bearing transaction accounts, checking accounts, money market accounts, and time deposits, as well as IRA accounts and qualified retirement plans. HCBK’s loan portfolio comprises one- to four-family residential first mortgage loans; multi-family and commercial mortgage loans; construction loans; consumer loans consisting of fixed-rate second mortgage loans and home equity credit lines; and other loans, including collateralized passbook loans, overdraft protection loans, unsecured personal loans, and secured and unsecured commercial lines of credit. As of December 31, 2012, Hudson City Savings Bank operated 135 branch offices in the New York metropolitan area. The company was founded in 1868 and is based in Paramus, NJ.


Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor's, FactSet.

LTM Stock Price & Volume Chart (Dividend Cut Date: May 1, 2013)

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RREECCEENNTT DDIIVVIIDDEENNDD CCUUTTSS:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS ((CCOONNTTIINNUUEEDD))

PPIITTNNEEYY BBOOWWEESS IINNCC.. ((PPBBII))

Business Overview

($ in millions)


Enterprise Value 6,787 EV/EBITDA 7.0x LTM EBITDA Margin 19.7% Pitney Bowes Inc. provides software, hardware, and services to enable physical and digital communications in the United States and internationally. The company also offers a suite of equipment, supplies, software, services, and solutions for managing and integrating physical and digital communication channels. PBI’s Small & Medium Business Solutions segment engages in the sale, rental, and financing of mail finishing, mail creation, and shipping equipment and software; provision of supply, support, and other professional services; and provision of payment solutions. Its Enterprise Business Solutions segment sells, supports, and offers other professional services of high-speed, production mail systems, and sorting and production print equipment; and sells support services for non-equipment-based mailing, customer relationship and communication, and location intelligence software. This segment also provides facilities management services; secure mail services; reprographic and document management services; print outsourcing services; and litigation support and eDiscovery services, as well as offers presort mail services and cross-border ecommerce services; and direct marketing services. Pitney Bowes markets its products through its sales force, direct mailings, outbound telemarketing, independent distributors, and the Internet to various business, governmental, institutional, and other organizations. Pitney Bowes was founded in 1920 and is headquartered in Stamford, Connecticut.



2013 Stock Price & Volume Chart (Dividend Cut Date: April 30, 2013)

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EEXXEELLOONN CCOORRPPOORRAATTIIOONN ((EEXXCC))

Business Overview

($ in millions)


Enterprise Value 50,619 EV/EBITDA 8.3x LTM EBITDA Margin 29.3% Exelon, a utility services holding company, engages in the energy generation and distribution business in the United States. The company is involved in the generation of electricity from nuclear, fossil, hydro, and renewable energy sources; and wholesale and retail customer supply of electric and natural gas products and services, including renewable energy products, risk management services, and natural gas exploration and production activities. The company also engages in the purchase and regulated retail sale of electricity; provision of distribution and transmission services in Illinois, Pennsylvania, and Maryland. In addition, it is involved in the purchase and regulated retail sale of natural gas; and the provision of distribution services in Pennsylvania and Maryland. The company serves residential, commercial, industrial, and wholesale customers; and owns generation assets. The company was founded in 1887 and is headquartered in Chicago, Illinois.



2013 Stock Price & Volume Chart (Dividend Cut Date: April 25, 2013)

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CCEENNTTUURRYYLLIINNKK,, IINNCC.. ((CCTTLL))

Business Overview

($ in millions)


Enterprise Value 46,235 EV/EBITDA 6.2x LTM EBITDA Margin 41.5% CenturyLink, Inc. operates as an integrated telecommunications company in the United States. The company provides local and long-distance, network access, private line, public access, broadband, data, managed hosting, colocation, wireless, and video services to residential, business, governmental, and wholesale customers. It also provides local access and fiber transport services to local exchange carriers and security monitoring. The company also offers cloud hosting, network, and voice services; and information technology, Internet, multi-protocol label switching, Ethernet, satellite digital television, and voice over Internet protocol services. CenturyLink provides integrated services digital network, wide area network, and switched access services; data integration services, including sale of telecommunications equipment to customers for use on their premises; and related professional services, such as network management, installation and maintenance of telecommunication and data equipment, and building of proprietary fiber-optic networks for governmental and other business customers. Additionally, the company leases and subleases space in its office buildings, warehouses, and other properties. As of December 31, 2012, CenturyLink operated approximately 13.7 million access lines in 37 states and served approximately 5.8 million broadband subscribers; and operated 54 data centers in North America, Europe, and Asia. The company was founded in 1968 and is headquartered in Monroe, Louisiana.



2013 Stock Price & Volume Chart (Dividend Cut Date: February 13, 2013)

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EEQQTT CCOORRPPOORRAATTIIOONN ((EEQQTT))

Business Overview

($ in millions)


Enterprise Value 15,397 EV/EBITDA 10.9x LTM EBITDA Margin 60.9% EQT Corporation, together with its subsidiaries, operates as an integrated energy company in the United States. It operates in three segments: EQT Production, EQT Midstream, and Distribution. The EQT Production segment engages in the exploration, development, and production of natural gas, natural gas liquids, and crude oil in the Appalachian Basin. As of December 31, 2012, it had 6.0 trillion cubic feet of proved reserves across 3.5 million acres. The EQT Midstream segment provides natural gas gathering, processing, transmission, and storage services to the independent third parties in the Appalachian Basin. This segment has approximately 10,300 miles of gathering lines. The Distribution segment distributes and sells natural gas to residential, commercial, and industrial customers in southwestern Pennsylvania, West Virginia, and eastern Kentucky. This segment serves approximately 277,400 customers consisting of 258,500 residential, and 18,900 commercial and industrial customers. EQT Corporation was founded in 1925 and is headquartered in Pittsburgh, Pennsylvania.



2013 Stock Price & Volume Chart (Dividend Cut Date: January 16, 2013)

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SS&&PP 550000 CCOOMMPPAANNIIEESS TTHHAATT DDOO NNOOTT PPAAYY AA DDIIVVIIDDEENNDD

S&P 500 Cos. Not Paying a Dividend [sorted by sector, then SIM]


Market

Cap. ($ in

millions)

1Q13

EQ Score

[0 = lowest

EQ]

SIM*

[1 = best;

5 = worst]

2013E

P/E

LTM FCF

Yield

YTD

Relative

Return

O'Reilly Automotive Inc. ORLY Cons. Disc. 13,563 83 1 20.9x 5% 14%PulteGroup, Inc. PHM Cons. Disc. 6,283 86 1 12.9x 12% ‐36%Apollo Group Inc. APOL Cons. Disc. 2,056 31 1 6.4x 32% ‐38%AutoZone, Inc. AZO Cons. Disc. 15,796 57 2 15.9x 5% 0%BorgWarner Inc. BWA Cons. Disc. 10,811 69 2 17.2x 4% 6%Urban Outfitters Inc. URBN Cons. Disc. 6,245 80 2 21.9x 4% ‐18%DIRECTV DTV Cons. Disc. 34,982 22 3 12.8x 5% ‐1%Bed Bath & Beyond Inc. BBBY Cons. Disc. 16,116 12 3 15.0x 6% 9%Chipotle Mexican Grill, Inc. CMG Cons. Disc. 12,576 69 3 38.2x 3% 11%AutoNation Inc. AN Cons. Disc. 5,625 57 3 15.5x 4% ‐9%priceline.com Incorporated PCLN Cons. Disc. 45,744 44 4 22.8x 4% 17%Dollar General Corporation DG Cons. Disc. 17,699 31 4 16.9x 3% ‐3%Dollar Tree, Inc. DLTR Cons. Disc. 11,951 22 4 18.8x 3% 6%J. C. Penney Company, Inc. JCP Cons. Disc. 3,582 98 4 NA ‐14% ‐43%Goodyear Tire & Rubber Co. GT Cons. Disc. 4,557 74 4 8.0x 0% 9%Amazon.com Inc. AMZN Cons. Disc. 138,166 66 5 347.8x 0% ‐5%Discovery Communications, Inc. DISCA Cons. Disc. 28,556 16 5 25.2x 3% 2%Netflix, Inc. NFLX Cons. Disc. 14,363 17 5 165.5x 0% 138%CarMax Inc. KMX Cons. Disc. 10,789 14 5 21.9x ‐6% 3%TripAdvisor Inc. TRIP Cons. Disc. 10,477 9 5 42.4x 2% 49%Constellation Brands Inc. STZ Cons. Staples 9,715 27 2 18.1x 4% 25%Monster Beverage Corporation MNST Cons. Staples 10,003 4 4 28.6x 3% ‐7%Cameron International Corporation CAM Energy 14,263 16 2 16.0x 3% ‐13%Southwestern Energy Co. SWN Energy 13,435 68 2 19.5x ‐3% ‐1%Denbury Resources Inc. DNR Energy 6,513 91 2 13.0x ‐2% ‐7%Rowan Companies plc RDC Energy 4,255 37 3 14.8x ‐4% ‐6%Newfield Exploration Co. NFX Energy 3,236 96 3 13.8x ‐5% ‐24%FMC Technologies, Inc. FTI Energy 12,682 2 4 24.4x ‐2% 9%WPX Energy, Inc. WPX Energy 3,816 84 4 NA ‐11% 13%American International Group, Inc. AIG Financials 67,749 NA 1 11.8x 4% 5%Genworth Financial Inc. GNW Financials 6,588 NA 2 11.5x 12% 53%IntercontinentalExchange, Inc. ICE Financials 13,074 NA 4 21.2x 5% 20%CBRE Group, Inc. CBG Financials 7,666 NA 4 16.6x 5% ‐6%E*TRADE Financial Corporation ETFC Financials 4,278 NA 4 25.2x NA 41%Life Technologies Corporation LIFE Healthcare 12,891 79 1 17.8x 5% 23%Boston Scientific Corporation BSX Healthcare 14,611 79 1 26.1x 6% 60%CareFusion Corporation CFN Healthcare 8,482 98 1 18.0x 8% 6%Express Scripts Holding Company ESRX Healthcare 52,874 84 2 15.6x 8% ‐9%Celgene Corporation CELG Healthcare 60,637 46 2 24.1x 3% 56%Laboratory Corp. of America Holdings LH Healthcare 9,057 42 2 13.9x 6% ‐17%Tenet Healthcare Corp. THC Healthcare 4,595 79 2 16.2x 4% 8%Biogen Idec Inc. BIIB Healthcare 51,558 53 3 25.4x 3% 19%Intuitive Surgical, Inc. ISRG Healthcare 15,321 46 3 24.7x 5% ‐51%Alexion Pharmaceuticals, Inc. ALXN Healthcare 22,896 71 3 36.6x 2% ‐4%Actavis, Inc. ACT Healthcare 18,047 73 3 16.1x 3% 28%Mylan, Inc. MYL Healthcare 12,786 39 3 11.5x 5% ‐7%Edwards Lifesciences Corp. EW Healthcare 7,965 59 3 23.1x 5% ‐51%Varian Medical Systems, Inc. VAR Healthcare 7,838 18 3 17.9x 5% ‐26%Hospira Inc. HSP Healthcare 6,570 93 3 19.4x 2% ‐2%Gilead Sciences Inc. GILD Healthcare 94,378 28 4 31.5x 3% 39%Cerner Corporation CERN Healthcare 16,908 53 4 34.2x 3% ‐2%

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Please contact us for more detail. Note: 2013E P/E based on consensus ests. Market data as of 7/30/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor’s; FactSet.


SS&&PP 550000 CCOOMMPPAANNIIEESS TTHHAATT DDOO NNOOTT PPAAYY AA DDIIVVIIDDEENNDD ((CCOONNTTIINNUUEEDD))

S&P 500 Cos. Not Paying a Dividend [sorted by sector, then SIM] (continued)


Market

Cap. ($ in

millions)

1Q13

EQ Score

[0 = lowest

EQ]

SIM*

[1 = best;

5 = worst]

2013E

P/E

LTM FCF

Yield

YTD

Relative

Return

DaVita HealthCare Partners Inc. DVA Healthcare 12,300 20 4 15.5x 4% ‐24%Forest Laboratories Inc. FRX Healthcare 11,730 46 4 46.4x 1% ‐5%Waters Corp. WAT Healthcare 8,613 7 4 19.7x 4% ‐14%Regeneron Pharmaceuticals, Inc. REGN Healthcare 26,623 17 5 68.7x 0% 31%Stericycle, Inc. SRCL Industrials 10,017 81 3 31.1x 3% 4%Jacobs Engineering Group Inc. JEC Industrials 7,572 38 4 17.6x 4% 16%Quanta Services, Inc. PWR Industrials 5,655 22 5 18.6x 0% ‐23%F5 Networks, Inc. FFIV Info. Tech. 6,882 68 1 19.2x 7% ‐20%VeriSign, Inc. VRSN Info. Tech. 6,830 99 1 20.6x 9% 12%BMC Software Inc. BMC Info. Tech. 6,532 86 1 12.1x 12% 5%First Solar, Inc. FSLR Info. Tech. 4,672 57 1 11.4x 12% 46%LSI Corporation LSI Info. Tech. 4,309 74 1 12.0x 8% 0%Fiserv, Inc. FISV Info. Tech. 12,319 33 2 15.6x 5% 6%Teradata Corporation TDC Info. Tech. 9,596 32 2 19.5x 6% ‐16%Adobe Systems Inc. ADBE Info. Tech. 23,787 60 3 32.5x 5% 15%Citrix Systems, Inc. CTXS Info. Tech. 13,205 40 3 22.3x 6% ‐3%Micron Technology Inc. MU Info. Tech. 13,085 96 3 NA 3% 88%Akamai Technologies, Inc. AKAM Info. Tech. 8,378 53 3 24.0x 5% 4%Autodesk, Inc. ADSK Info. Tech. 8,223 23 3 18.4x 8% ‐7%Lam Research Corporation LRCX Info. Tech. 8,085 95 3 22.8x 7% 27%Electronic Arts Inc. EA Info. Tech. 7,980 49 3 20.9x 3% 69%JDS Uniphase Corporation JDSU Info. Tech. 3,465 70 3 25.9x 4% ‐2%Teradyne Inc. TER Info. Tech. 3,167 52 3 12.6x 10% ‐13%Google Inc. GOOG Info. Tech. 296,695 11 4 20.3x 5% 15%Yahoo! Inc. YHOO Info. Tech. 30,368 23 4 19.0x ‐3% 30%salesforce.com, inc CRM Info. Tech. 25,951 66 4 131.2x 3% ‐6%Cognizant Technology Solutions Corporation CTSH Info. Tech. 21,828 20 4 18.1x 4% ‐13%Red Hat, Inc. RHT Info. Tech. 9,670 90 4 37.6x 4% ‐14%Advanced Micro Devices, Inc. AMD Info. Tech. 2,729 24 4 NA ‐16% 48%eBay Inc. EBAY Info. Tech. 67,290 14 5 19.1x 5% ‐9%SanDisk Corp. SNDK Info. Tech. 13,269 40 5 11.7x 5% 14%Juniper Networks, Inc. JNPR Info. Tech. 11,087 8 5 17.9x 2% 0%Owens-Illinois, Inc. OI Materials 4,849 88 1 10.6x 5% 29%Crown Castle International Corp. CCI Telecom. 20,916 26 4 125.0x 3% ‐14%Sprint Nextel Corp. S Telecom. 18,591 38 5 NA ‐2% NA

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Please contact us for more detail. Note: 2013E P/E based on consensus ests. Market data as of 7/30/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Standard & Poor’s; FactSet.


Multiple Share Class Equities


MMUULLTTIIPPLLEE SSHHAARREE CCLLAASSSS EEQQUUIITTIIEESS

Below we present companies that have more than one class of common equity trading. Due to voting rights, etc. some classes may trade at a discount to others. Future corporate actions may include collapsing the share classes to provide more liquidity. Multiple Share Class Equities ($ in millions) [Ranked by Total Market Cap.]

# Company

Class 1

(Exchange:Ticker) Price

Cap. Class

1

Class 2

(Exchange:Ticker) Price

Cap. Class

2

Total Market

Cap.

1 Berkshire Hathaw ay Inc. NYSE:BRK.A 174,505.00 155,518 NYSE:BRK.B 116.42 131,372 286,889

2 Comcast Corporation NasdaqGS:CMCS.A 43.40 92,420 NasdaqGS:CMCS.K 41.48 20,511 112,931

3 Viacom, Inc. NasdaqGS:VIAB 72.28 31,353 NasdaqGS:VIA 72.69 3,718 35,071

4 Liberty Global plc NasdaqGS:LBTY.A 80.32 16,998 NasdaqGS:LBTY.K 76.00 12,016 29,845 (1)

5 Discov ery Communications, Inc. NasdaqGS:DISC.A 84.41 12,323 NasdaqGS:DISC.K 76.87 7,086 19,968 (2)

6 Brow n-Forman Corporation NYSE:BF.B 72.08 9,320 NYSE:BF.A 73.39 6,201 15,521

7 Liberty Interactiv e Corporation NasdaqGS:LINT.A 24.48 12,259 NasdaqGS:LINT.B 24.30 703 12,962

8 Constellation Brands Inc. NYSE:STZ 51.11 8,433 NYSE:STZ.B 51.00 1,197 9,630

9 McCormick & Company , Incorporated NYSE:MKC 71.85 8,600 NYSE:MKC.V 71.91 884 9,484

10 New s Corporation NasdaqGS:NWSA 15.51 5,884 NasdaqGS:NWS 15.71 3,136 9,021

11 Molson Coors Brew ing Company NYSE:TAP 49.87 7,878 NYSE:TAP.A 49.57 127 8,005

12 Hubbell Inc. NYSE:HUB.B 106.56 5,557 NYSE:HUB.A 96.09 689 6,245

13 Lennar Corp. NYSE:LEN 33.32 5,388 NYSE:LEN.B 26.79 839 6,227

14 Molex Incorporated NasdaqGS:MOLX 29.68 2,836 NasdaqGS:MOLX.A 25.01 2,052 4,888

15 Forest City Enterprises Inc. NYSE:FCE.A 17.86 3,209 NYSE:FCE.B 17.90 362 3,571

16 Bio-Rad Laboratories, Inc. NYSE:BIO 120.73 2,830 NYSE:BIO.B 118.94 605 3,435

17 Watsco Inc. NYSE:WSO 92.38 2,766 NYSE:WSO.B 93.22 435 3,200

18 Starz NasdaqGS:STRZ.A 22.79 2,531 NasdaqGS:STRZ.B 23.05 228 2,759

19 Greif, Inc. NYSE:GEF 54.86 1,395 NYSE:GEF.B 57.18 1,265 2,660

20 Moog Inc. NYSE:MOG.A 56.75 2,355 NYSE:MOG.B 56.35 215 2,570

21 HEICO Corporation NYSE:HEI 56.81 1,217 NYSE:HEI.A 40.10 1,269 2,486

22 Belo Corp. NYSE:BLC 14.16 1,354 DB:BES 10.56 1,009 2,363

23 Tootsie Roll Industries Inc. NYSE:TR 33.94 1,273 OTCPK:TROL.B 38.50 857 2,130

24 Meredith Corporation NYSE:MDP 47.72 1,725 OTCPK:MDPE.B 46.08 384 2,109

25 First Citizens Bancshares Inc. NasdaqGS:FCNC.A 207.24 1,779 OTCBB:FCNC.B 196.00 202 1,982

26 International Speedw ay Corp. NasdaqGS:ISCA 33.60 879 OTCPK:ISCB 33.90 678 1,557

27 MDC Partners Inc. TSX:MDZ.A 24.64 774 NasdaqGS:MDCA 24.00 754 1,528

28 Ascent Capital Group, Inc. NasdaqGS:ASCM.A 79.32 1,063 OTCPK:ASCM.B 81.08 60 1,122

29 Rush Enterprises, Inc. NasdaqGS:RUSH.B 21.41 230 NasdaqGS:RUSH.A 24.85 715 945

30 Hov nanian Enterprises Inc. NYSE:HOV 5.20 648 OTCPK:HOVV.B 5.92 87 734

31 Kelly Serv ices, Inc. NasdaqGS:KELY.A 19.35 653 NasdaqGS:KELY.B 19.80 68 721

32 Urstadt Biddle Properties Inc. NYSE:UBA 21.65 501 NYSE:UBP 19.61 148 649

33 Astronics Corporation NasdaqGS:ATRO 41.20 460 OTCPK:ATRO.B 40.50 136 595

34 Hav erty Furniture Companies Inc. NYSE:HVT 26.06 516 NYSE:HVT.A 26.13 67 583

35 PHI Inc. NasdaqGM:PHII 36.00 105 NasdaqGM:PHII.K 35.76 449 554

36 Gray Telev ision Inc. NYSE:GTN 7.78 406 NYSE:GTN.A 7.75 45 450

37 Donegal Group Inc. NasdaqGS:DGIC.B 23.00 128 NasdaqGS:DGIC.A 13.95 283 411

38 Baldw in & Ly ons Inc. NasdaqGM:BWIN.B 26.93 331 NasdaqGM:BWIN.A 26.00 68 399

39 Craw ford & Company NYSE:CRD.B 7.90 195 NYSE:CRD.A 6.58 198 393

40 Seneca Foods Corp. NasdaqGS:SENE.A 34.89 304 NasdaqGS:SENE.B 35.78 73 377

41 General Communication Inc. NasdaqGS:GNCM.A 8.94 341 OTCPK:GNCM.B 8.29 26 367

42 Central Garden & Pet Company NasdaqGS:CENT 7.48 92 NasdaqGS:CENT.A 7.54 266 358

43 Federal Agricultural Mortgage Corp. NYSE:AGM 31.43 292 NYSE:AGM.A 30.00 31 323

(1) 3rd class LBTY.B trading at $81.73 with $832 million market cap. (2) 3rd class DISC.B trading at $85.40 with $559 million market cap. Note: Market cap. as of 7/29/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Bloomberg; FactSet; Standard & Poor’s.


Net‐Nets


NNEETT‐‐NNEETT CCOOMMPPAANNIIEESS

Using a methodology similar to Graham and Dodd to identify liquid, asset rich companies, we list companies with high net current asset values relative to market capitalization below. Our definition of net asset value is: cash & short-term equivalents + 85%* accounts receivable + 50%* inventory – total liabilities. Net-Net Companies

Company Industry Group

Market

Cap. ($ in

millions)

Stock Idea

Model Rank

(1 =best; 5 =

worst)

2013

Stock

Return

2013E

P/E

Price /

Tangible

BV

LTM FCF

Yield

Net Current

Assets /

Market Cap.

Rigel Pharmaceuticals, Inc. Pharma, BioTech. 321 NA ‐44% NM 1.2 ‐186% 79%RealNetworks Inc. Software and Svcs. 274 NA ‐3% NA 0.8 ‐214% 74%Tellabs Inc. Tech. Hardware and Equip. 786 NA ‐3% NM 0.9 22% 64%Benchmark Electronics Inc. Tech. Hardware and Equip. 1,171 NA 18% 19.4 1.1 24% 52%Oplink Communications, Inc. Tech. Hardware and Equip. 375 NA 17% 22.7 1.4 6% 48%CSS Industries Inc. Cons. Durables and Apparel 251 NA 22% NA 1.2 16% 46%QLogic Corp. Tech. Hardware and Equip. 941 NA 1% 15.2 1.6 10% 46%Audience, Inc. Tech. Hardware and Equip. 271 NA 32% 18.7 1.8 8% 44%LTX‐Credence Corp. Semis and Semi Equip. 268 NA ‐13% NM 1.7 3% 43%Supertex Inc. Semis and Semi Equip. 300 NA 25% 53.1 1.7 11% 43%Volterra Semiconductor Corp. Semis and Semi Equip. 377 NA ‐20% 18.4 2.0 11% 43%MKS Instruments, Inc. Semis and Semi Equip. 1,474 2 10% 32.0 1.8 11% 43%Park Electrochemical Corp. Tech. Hardware and Equip. 574 NA 3% 24.0 2.0 6% 41%AVX Corp. Tech. Hardware and Equip. 2,158 1 12% 18.0 1.3 14% 41%Electro Scientific Industries Inc. Tech. Hardware and Equip. 360 NA 14% 22.0 1.5 5% 41%STEC, Inc. Tech. Hardware and Equip. 319 NA ‐31% NM 1.6 ‐29% 41%Superior Industries Int'l, Inc. Automobiles and Components 500 NA ‐12% 23.8 1.0 5% 39%Ultratech, Inc. Semis and Semi Equip. 824 NA ‐5% 48.7 2.1 10% 39%Veeco Instruments Inc. Semis and Semi Equip. 1,328 5 34% 61.7 1.7 7% 39%Procera Networks, Inc. Tech. Hardware and Equip. 295 NA ‐23% 290.6 2.2 ‐3% 38%Integrated Silicon Solution Inc. Semis and Semi Equip. 320 NA 22% 12.5 1.3 4% 37%FormFactor Inc. Semis and Semi Equip. 388 NA 48% NM 1.8 ‐13% 37%Momenta Pharmaceuticals Inc. Pharma, BioTech. 788 NA 22% NM 2.3 ‐12% 36%Rudolph Technologies Inc. Semis and Semi Equip. 414 NA ‐9% 23.5 1.7 5% 36%TRI Pointe Homes, Inc. Cons. Durables and Apparel 509 NA NA 53.7 1.7 ‐30% 35%CDI Corp. Commercial and Prof. Svcs. 311 NA ‐14% 21.9 1.5 8% 35%Idenix Pharmaceuticals Inc. Pharma, BioTech. 481 NA 8% NM 2.6 ‐33% 35%Digi Int'l Inc. Tech. Hardware and Equip. 258 NA 3% 43.4 1.6 5% 35%Inphi Corp. Semis and Semi Equip. 334 NA 11% 142.9 2.3 ‐1% 35%Netgear Inc. Tech. Hardware and Equip. 1,270 3 ‐17% 13.9 2.0 8% 34%Enanta Pharmaceuticals, Inc. Pharma, BioTech. 306 NA NA NM 2.6 7% 34%NVIDIA Corp. Semis and Semi Equip. 8,212 3 17% 19.5 2.1 18% 33%AeroVironment, Inc. Capital Goods 509 NA ‐9% 57.2 1.6 3% 33%Comtech Telecommunications Corp. Tech. Hardware and Equip. 445 NA 6% 30.5 1.9 17% 33%VASCO Data Security Int'l Inc. Software and Svcs. 340 NA 1% 20.0 2.5 6% 33%Tessera Technologies Inc. Semis and Semi Equip. 1,102 NA 30% NM 2.2 ‐6% 32%PC Connection, Inc. Tech. Hardware and Equip. 440 NA 40% 12.4 1.8 7% 32%Xenoport, Inc. Pharma, BioTech. 271 NA ‐33% NM 2.5 ‐26% 32%AMAG Pharmaceuticals, Inc. Pharma, BioTech. 494 NA 40% NM 2.9 0% 31%Exar Corp. Semis and Semi Equip. 578 NA 24% 26.8 2.6 2% 30%Zygo Corp. Tech. Hardware and Equip. 299 NA 0% NA 1.7 ‐2% 30%CEVA Inc. Semis and Semi Equip. 398 NA 3% 28.1 2.5 5% 30%OraSure Technologies Inc. Healthcare Equip. and Svcs. 262 NA ‐41% NM 2.4 ‐8% 30%Lattice Semiconductor Corp. Semis and Semi Equip. 582 NA 25% 29.6 1.9 1% 30%Infinity Pharmaceuticals, Inc. Pharma, BioTech. 939 5 ‐50% NM 3.2 ‐15% 30%Vocera Communications, Inc. Healthcare Equip. and Svcs. 347 NA ‐41% 472.7 3.0 3% 30%

Non-financial R3000 companies with at least $250 million market cap ex. financials. Net Current Asset Value = Cash & ST Equivalents + 85%* Accounts Receivable + 50%* Inventory – Total Liabilities. Note: 2013E P/E based on consensus estimates. Market cap. as of 7/24/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; FactSet; Standard & Poor’s.


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Along the similar lines of searching for deep value and given the uncertain macro environment, below is a “Graham and Dodd” type deep value screen for companies meeting the following criteria: an earnings yield (inverse of price to earnings ratio) of at least 2x the Aaa corporate yield (currently 4.31%), a dividend yield at least 2/3rd of the Aaa corporate yield, and a total debt to tangible book value ratio less than 100%. Deep Value Companies (Sorted by Market Cap.)

Company Ticker Industry Group

Market

Cap. ($ in

millions)

Stock Idea

Model Rank

(1 = best; 5 =

worst)

Dividend

Yield (%)

2013E

P/E

Total Debt

/ Tangible

Book Value

Apple Inc. AAPL Tech. Hardware and Equip. 393,285 2 2.9% 10.7 0%

Microsoft Corporation MSFT Software and Services 264,997 1 2.9% 11.6 25%

Chevron Corporation CVX Energy 246,694 2 3.1% 10.3 10%

LyondellBasell Industries NV LYB Materials 39,100 1 2.9% 11.1 44%

Freeport‐McMoRan Copper & Gold Inc. FCX Materials 31,130 5 4.2% 10.6 56%

CVR Energy, Inc. CVI Energy 4,067 1 6.4% 8.5 49%

Cliffs Natural Resources Inc. CLF Materials 2,898 5 3.2% 8.4 79%

Sturm, Ruger & Co. Inc. RGR Cons. Durables and Apparel 933 NA 4.1% 11.5 0%

American Greetings Corp. AM Cons. Durables and Apparel 558 NA 3.1% 10.7 37%

Note: Above screen based companies in R3000 with 1) earnings yield (inverse of 2013 PE) > 2x Moody’s Aaa index 2) Dividend yield > 2/3 Moody’s Aaa index; 3) Total Debt / Tangible Book Value < 1x. 2013E P/E based on consensus estimates. Market cap. as of 7/23/2013. Moody’s Aaa index yield = 4.31% as of 7/23/2013. Excludes financials and business development companies.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; FactSet; Standard & Poor’s.


Net Operating Losses


NNOOLL CCOOMMPPAANNIIEESS:: HHIIDDDDEENN VVAALLUUEE IIDDEEAASS

One source of potential hidden asset value on company balance sheets are tax net operating loss carryforwards (NOLs) that may be used in future periods to offset taxes owed. Oftentimes, these NOLs are overlooked. The presence of NOLs may also serve as a sign of a company undergoing a restructuring or turnaround (e.g., post-bankruptcy companies). In order to identify potential investment ideas, we searched for companies with large tax NOLs/credits and net cash balances. These companies are primarily small and mid-capitalization companies. Outside of an acquisition (and even then, limitation rules apply), tax loss carryforwards are not easily monetizable. However, we believe there can be material ongoing value from the NOLs to companies if profitability has or is expected to return. Below is a chart depicting the sector breakout of high NOL companies. The top three sectors comprising the majority of NOL companies are financials (30%), consumer discretionary (21%), and technology (14%). NOL Breakout by Sector

Cons. Disc., 21%

Cons. Staples, 2%

Energy, 5%

Financials, 30%

Healthcare, 7%

Industrials, 9%

Info. Tech., 14%

Materials, 5%

Telecom., 3% Utilities, 4%

Note: Market data through 7/29/2013. Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet.

On the following pages, we discuss the following:

Top Ideas

List of companies (separate exhibits for >$1B and <$1B market cap. companies) with NOLs / tax credits at least 15% of the company’s current market capitalization;

A refined list of NOL companies that are also in a net cash position; and,

High NOLs among financial services companies.


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In our monthly Key Themes: Chart Book report, we track the year-to-date share price performance of a basket of stocks relative to a sector neutral index return for our important themes. After being the best performing strategy that we tracked throughout 2012, high NOL companies are again materially outperforming their sector 2013 YTD. We continue to like this strategy for the remainder of 2013 as the market continues to ascribe more value to such companies’ tax assets. However, we would also caution investors to take into consideration their economic view, as this basket contains many cyclical stocks. YTD Relative Performance of the Top 50 Net Operating Loss Companies

‐20%

‐16%

‐12%

‐8%

‐4%

0%

4%

8%

12%

16%

20%

1/1/13 1/29/13 2/26/13 3/26/13 4/23/13 5/21/13 6/18/13 7/16/13

Alpha

Highest NOL Companies

YTD Relative Return: 15.4%

Jul Relative Return: 1.6%

YTD Total Return: 34.8%

Jul Total Return: 6.1%

Note: This portfolio represents the highest 50 (NOL + Net Cash) / Market Cap. companies over $1B, measured against a sector neutral S&P 1500 benchmark. See our monthly chart book for the full list of basket constituent companies. Market data through 7/30/2013.


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In discussing net operating losses (“NOLs”), we are often asked for our top NOL ideas on which investors may choose to do more fundamental work. Below is a narrowed list of NOL companies that we believe are the most interesting from an investment point of view where there are material tax NOL carryforwards along with a going concern, cash generative business, and reasonable stock valuation. This narrowed list is meant to be a supplement to the larger group of companies herein. NOL Companies: Interesting Ideas

Company Ticker Industry

Market Cap. ($ in

millions)

Debt(2) / Total

CapitalLTM FCF

Yield 2013E

P/E

NOLs & Tax Credits ($ in

millions) (1)

NOLs & Tax

Credits(1) / Market Cap.

Net Cash(2) / Market Cap.

General Motors GM Automobiles and Components 39,852 48% 4% 7.6x 26,326 66% NAKB Home KBH Consumer Durables and Apparel 1,708 53% -1% NM 612 36% NAE*TRADE Financial Corp. ETFC Diversified Financials 2,819 NA NA 17.3x 810 29% NMRovi Corp. ROVI Software and Serv. 2,228 40% 8% 7.7x 555 25% NALSI Corp. LSI Semis and Semi Eq. 3,355 0% 9% 11.1x 1,382 41% 20%

(1) Amount includes federal, state, and foreign NOLs, tax credit carryforwards, and capitalized R&D from companies’ 10-Ks and may have changed since last disclosure. (2) Adjusts net cash for “high risk” pension companies [companies with a score of 3 in our pension analyses] by adding the tax effected unfunded pension liability amounts to total debt. Note: Annual use of NOLs may be limited by IRC Section 382. 2013E P/E multiples based on consensus estimates. LTM FCF Yield calculated as cash from operations – capital expenditures + tax-adjusted interest expense / enterprise value. Market data as of 4/22/2013. Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet.


CCOOMMPPAANNIIEESS WWIITTHH LLAARRGGEE TTAAXX NNOOLLSS

On the following four pages, we list companies with NOLs and tax credit balances of 15% or greater than the company’s current market capitalization (last column on each page). We split our main list by market capitalization, the first list comprising companies with market capitalizations over $1 billion and the second list including companies with a market capitalization less than $1 billion. We manually accumulated each company’s NOL and tax credit amounts from the most recent 10-K tax footnote. Importantly, these amounts are the deferred tax asset amounts that would be used to reduce taxes (and not the tax deduction amount used to offset pre-tax income). The NOL tax deduction numbers used to offset pre-tax income would be higher, calculated as the NOL we’ve detailed, divided by the applicable corporate tax rate (35% in the U.S.). Points to Keep in Mind When Reviewing NOLs:

1. The NOL deferred tax asset amounts listed are not in present value terms. NOLs’ actual value is predicated on if, when, and how much is used by the existing (or another) company.

2. The NOL/tax credit amounts listed within this report are each company’s deferred tax asset amount from the 10-K footnote. It consists of the tax-effected combined federal, state, and foreign NOLs, tax credits, and capitalized research and development costs. It’s important to distinguish that $1 of tax loss carryforward NOL may be used to offset $1 of pre-tax income. The deferred tax asset amounts listed are the $1 tax loss NOL carryforward multiplied by the U.S. federal (or foreign/state income tax rates) statutory income tax rate of 35%, or $0.35. Excluding an acquisition scenario (discussed below), an NOL deferred tax asset value is usually lower than indicated (and listed in this report) since the deferred tax asset table amounts are not “present valued” based on expected utilization.

3. NOL deferred tax asset amounts may be very high relative to the company’s market cap., but

never fully utilizable/monetizable if:

a. Company is not a going concern, burning cash, and/or not expected to be profitable in the foreseeable future: If the company’s profitability never returns or profits aren’t high enough to fully utilize the accumulated NOL balance, it may expire due to a 20 year carryforward period allowed for U.S. NOLs. Furthermore, the significant use of NOLs in 15+ year future periods has a significantly lower net present value.

b. M&A scenario: The Internal Revenue Code (“IRC”) Section 382 NOL limitation rules (“anti-trafficking rules”) along with the 20 year carryforward period can substantially lower a company’s NOL value. The annual amount of acquired NOLs usable to offset pre-tax income is formulaic, equal to the company’s market capitalization (equity plus straight preferred) at the acquisition date multiplied by the monthly published long-term tax exempt rate (currently 2.70%). In certain cases, this explains why NOL amounts are very high relative to a company’s market capitalization. IRC Section 382 may stand in the way of allowing the acquiror to fully monetize them. We discuss issues that arise in an acquisition of a company with NOLs and other advanced NOL topics in our May 7, 2013 report.


$$11++ BBIILLLLIIOONN MMAARRKKEETT CCAAPPIITTAALLIIZZAATTIIOONN CCOOMMPPAANNIIEESS WWIITTHH LLAARRGGEE TTAAXX NNOOLLSS

On the next several pages are companies with a NOL to market capitalization of at least 15% (below and on the next page are $1 billion+ market cap. companies). We also separately list if the company is currently in a net cash position (net cash to market cap.). $1 Billion+ Market Capitalization Companies with Large Amounts of NOLs/Tax Credits


Market Cap. ($ in

millions)

Debt(2) / Total

CapitalLTM FCF

Yield 2013E

P/E


millions) (1)

NOLs & Tax



Ambac Financial Group, Inc. AMBC Insurance 1,102 NA NM 4.5x 1,800 163% NMUnisys Corp. UIS Software and Serv. 1,151 58% 28% 16.3x 1,746 152% NALevel 3 Communications Inc. LVLT Telecommunication Services 4,829 64% 3% NM 4,611 95% NAResolute Forest Products RFP Materials 1,429 50% 3% 15.9x 1,229 86% NAAdvanced Micro Devices, Inc. AMD Semis and Semi Eq. 2,679 43% -16% NM 2,202 82% NAHarbinger Group Inc. HRG Household and Personal Products 1,154 80% 12% 12.7x 914 79% NALeap Wireless Int'l Inc. LEAP Telecommunication Services 1,362 71% 1% NM 1,008 74% NAJDS Uniphase Corp. JDSU Technology Hardware and Eq. 3,427 5% 4% 25.9x 2,436 71% 12%AOL, Inc. AOL Software and Services 2,835 4% 13% 25.1x 1,816 64% 13%Dynegy Inc. DYN Utilities 2,140 39% 1% NM 1,369 64% NAAlpha Natural Resources, Inc. ANR Energy 1,234 73% 6% NM 779 63% NARite Aid Corp. RAD Food and Staples Retailing 2,674 69% 7% 18.4x 1,621 61% NAGeneral Motors GM Automobiles and Components 50,355 48% 1% 10.8x 26,326 52% NACIENA Corp. CIEN Technology Hardware and Eq. 2,237 35% 0% 41.4x 1,143 51% NASanmina-SCI Corp. SANM Technology Hardware and Eq. 1,341 36% 18% 11.8x 649 48% NAAvis Budget Group, Inc. CAR Transportation 3,280 77% 3% 12.9x 1,516 46% NANabors Industries Ltd. NBR Energy 4,378 50% 5% 17.7x 1,937 44% NACNO Financial Group, Inc. CNO Insurance 3,177 NA NM 13.9x 1,386 44% NMKB Home KBH Consumer Durables and Apparel 1,414 58% -4% 43.3x 612 43% NAGoodyear Tire & Rubber Co. GT Automobiles and Components 4,184 67% 0% 8.0x 1,792 43% NAFederal-Mogul Corp. FDML Automobiles and Components 2,162 62% -4% 13.7x 903 42% NAVisteon Corp. VC Automobiles and Components 3,240 19% 4% 14.3x 1,350 42% 6%NII Holdings Inc. NIHD Telecommunication Services 1,276 82% -16% NM 531 42% NAUSG Corp. USG Capital Goods 2,692 46% 2% 40.6x 1,066 40% NADelta Air Lines Inc. DAL Transportation 18,040 54% 4% 7.8x 6,816 38% NAMoneygram Int'l Inc. MGI Software and Serv. 1,233 41% -1% 16.8x 443 36% NAPopular Inc. BPOP Banks 3,369 NA NA 12.1x 1,204 36% NMSandRidge Energy, Inc. SD Energy 2,546 56% -19% NM 902 35% NAMGIC Investment Corp. MTG Banks 2,506 NA NM NM 867 35% NMCalpine Corp. CPN Utilities 8,895 56% 2% 36.8x 3,073 35% NAMannKind Corp. MNKD Pharma & Biotech 2,115 14% -4% NM 706 33% NALSI Corp. LSI Semis and Semi Eq. 4,210 0% 8% 12.0x 1,382 33% 16%Atlas Air Worldwide Holdings Inc. AAWW Transportation 1,152 56% -18% 9.3x 378 33% NAQuiksilver Inc. ZQK Consumer Durables and Apparel 1,045 44% -2% NM 343 33% NANavistar Int'l Corp. NAV Capital Goods 2,727 69% 1% NM 850 31% NANektar Therapeutics NKTR Pharma & Biotech 1,333 9% -9% NM 411 31% 8%Office Depot, Inc. ODP Retailing 1,233 35% 6% NM 375 30% NARadian Group Inc. RDN Banks 2,408 NA NM NM 725 30% NMAmerican Int'l Group, Inc. AIG Insurance 68,310 NA NM 11.8x 20,369 30% NMSears Holdings Corp. SHLD Retailing 4,686 53% -14% NM 1,327 28% NAKaiser Aluminum Corp. KALU Materials 1,215 25% 8% 16.6x 342 28% NALexicon Pharmaceuticals, Inc. LXRX Pharma & Biotech 1,180 2% -9% NM 320 27% 15%Cogent Communications Group Inc. CCOI Telecommunication Services 1,308 24% 4% 130.4x 348 27% NAGenworth Financial Inc. GNW Insurance 6,548 NA NM 11.5x 1,735 26% NMUnited Continental Holdings, Inc. UAL Transportation 12,403 49% -2% 10.8x 3,276 26% NAHewlett-Packard Co. HPQ Technology Hardware and Eq. 49,506 35% 16% 7.2x 13,042 26% NAON Semiconductor Corp. ONNN Semis and Semi Eq. 3,651 21% 2% 14.0x 952 26% NACMS Energy Corp. CMS Utilities 7,519 50% 3% 17.1x 1,935 26% NACIT Group Inc. CIT Banks 10,116 NA NA 13.8x 2,567 25% NMCharter Communications Inc. CHTR Media 12,726 50% 3% NM 3,145 25% NARovi Corp. ROVI Software and Serv. 2,260 38% 9% 10.7x 555 25% NAOwens Corning OC Capital Goods 4,708 33% 2% 20.4x 1,080 23% NAInterMune Inc. ITMN Pharma & Biotech 1,210 18% -16% NM 272 22% 15%



$$11++ BBIILLLLIIOONN MMAARRKKEETT CCAAPP.. CCOOMMPPAANNIIEESS WWIITTHH LLAARRGGEE TTAAXX NNOOLLSS ((CCOONNTTIINNUUEEDD))

Below is a continuation of the prior exhibit for $1 billion market capitalization NOL companies. $1 Billion+ Market Cap. Companies with Large Amounts of NOLs/Tax Credits (continued)


Market Cap. ($ in

millions)

Debt(2) / Total

CapitalLTM FCF

Yield 2013E

P/E


millions) (1)

NOLs & Tax



Chemtura CHMT Materials 2,242 28% 4% 20.2x 488 22% NASynovus Financial Corp. SNV Banks 3,014 NA NA 23.6x 636 21% NMHuntsman Corp. HUN Materials 4,284 47% 3% 11.3x 890 21% NACovidien plc COV Healthcare Eq. and Services 28,586 15% 6% 16.4x 5,934 21% NALear Corp. LEA Automobiles and Components 5,459 16% 6% 12.2x 1,121 21% 10%Spectrum Brands Holdings, Inc. SPB Household and Personal Products 2,936 53% 5% 17.7x 572 19% NAIncyte Corp. INCY Pharma & Biotech 3,126 10% 0% NM 603 19% NAE*TRADE Financial Corp. ETFC Diversified Financials 4,269 NA NA 25.2x 810 19% NMMGM Resorts Int'l MGM Consumer Services 7,811 64% 5% NM 1,472 19% NAWhite Mountains Insurance Group, Ltd. WTM Insurance 3,699 NA NM 28.3x 692 19% NMOwens-Illinois, Inc. OI Materials 4,809 44% 5% 10.6x 886 18% NAPulteGroup, Inc. PHM Consumer Durables and Apparel 6,365 26% 12% 12.9x 1,143 18% NACitigroup, Inc. C Diversified Financials 157,037 NA NA 10.4x 28,087 18% NMTECO Energy, Inc. TE Utilities 3,840 44% 5% 18.6x 685 18% NAAmerican Axle & Manufacturing Holdings AXL Automobiles and Components 1,438 55% -9% 10.9x 256 18% NAThe AES Corp. AES Utilities 9,257 70% 6% 9.7x 1,650 18% NADole Food Co. Inc. DOLE Food, Beverage and Tobacco 1,135 38% -15% 25.7x 201 18% NAScientific Games Corp. SGMS Consumer Services 1,141 56% 6% NM 199 17% NAMBIA Inc. MBI Insurance 2,580 NA NM 12.5x 441 17% NMOrmat Technologies Inc. ORA Utilities 1,035 51% -6% 34.0x 175 17% NASterling Financial Corp. STSA Banks 1,626 NA NA 17.2x 274 17% NMExterran Holdings, Inc. EXH Energy 2,014 45% 1% 51.8x 327 16% NAHertz Global Holdings, Inc. HTZ Transportation 10,500 61% 1% 13.8x 1,659 16% NARevlon, Inc. REV Household and Personal Products 1,298 50% 6% NM 205 16% NAWhirlpool Corp. WHR Consumer Durables and Apparel 10,349 19% 4% 13.1x 1,615 16% NAHEALTHSOUTH Corp. HLS Healthcare Eq. and Services 2,851 33% 8% 18.5x 444 16% NAUS Airways Group, Inc. LCC Transportation 3,692 61% 0% 6.0x 564 15% NABank of America Corp. BAC Diversified Financials 155,990 NA NA 15.8x 23,392 15% NMHercules Offshore, Inc. HERO Energy 1,147 43% -4% 32.7x 171 15% NA



LLEESSSS TTHHAANN $$11 BBIILLLLIIOONN MMAARRKKEETT CCAAPP.. CCOOMMPPAANNIIEESS WWIITTHH LLAARRGGEE TTAAXX NNOOLLSS

Below and on the next page are less than $1 billion market capitalization companies with a minimum NOL deferred tax asset of at least 15% of the company’s current market capitalization. <$1 Billion Market Capitalization Companies with Large Amounts of NOLs/Tax Credits


Market Cap. ($ in

millions)

Debt(2) / Total

CapitalLTM FCF

Yield 2013E

P/E


millions) (1)

NOLs & Tax



Viasystems Group Inc. VIAS Technology Hardware and Eq. 282 67% 3% NM 370 131% NAAK Steel Holding Corp. AKS Materials 480 82% -5% NM 625 130% NAPendrell Corporation PCO Commercial and Professional Servi 661 0% 2% NM 833 126% 32%Capmark Financial Group Inc. CPMK Diversified Financials 620 NA NA NM 752 121% NMMeritor, Inc. MTOR Capital Goods 721 66% 1% 23.1x 754 105% NAHovnanian Enterprises Inc. HOV Consumer Durables and Apparel 734 70% 2% 30.6x 708 96% NABeazer Homes USA Inc. BZH Consumer Durables and Apparel 425 77% 1% NM 365 86% NAAchillion Pharmaceuticals, Inc. ACHN Pharma, Biotech and Life Sciences 667 0% -9% NM 540 81% 22%Dendreon Corp. DNDN Pharma, Biotech and Life Sciences 684 46% -22% NM 548 80% NARigel Pharmaceuticals, Inc. RIGL Pharma & Biotech 324 0% NM NM 252 78% 84%Quantum Corp. QTM Technology Hardware and Eq. 394 34% 1% 32.4x 280 71% NAMove, Inc. MOVE Software and Serv. 547 0% 3% 114.3x 367 67% 6%LTX-Credence Corp. LTXC Semis and Semi Eq. 254 0% 4% NM 163 64% 50%Quicksilver Resources Inc. KWK Energy 267 89% -2% NM 165 62% NACentury Aluminum Co. CENX Materials 874 23% 3% NM 510 58% NACincinnati Bell Inc. CBB Telecommunication Services 705 75% 1% NM 411 58% NACapstone Turbine Corp. CPST Capital Goods 434 3% -4% NM 233 54% 6%Exelixis, Inc. EXEL Pharma & Biotech 884 27% -17% NM 439 50% 3%USA Mobility, Inc. USMO Telecommunication Services 336 0% 23% NM 160 48% 21%Affymetrix Inc. AFFX Pharma & Biotech 269 39% 4% NM 127 47% NASpansion Inc. CODE Semis and Semi Eq. 676 38% 10% 11.4x 311 46% NAApplied Micro Circuits Corp. AMCC Semis and Semi Eq. 843 0% -6% 108.9x 371 44% 10%Chiquita Brands Int'l Inc. CQB Food, Beverage and Tobacco 561 52% 1% 24.6x 234 42% NAVonage Holdings Corp. VG Telecommunication Services 721 10% 16% 15.5x 285 40% 4%Cowen Group, Inc. COWN Diversified Financials 382 NA NA 19.4x 137 36% NMCalix Inc. CALX Technology Hardware and Eq. 571 0% 2% 27.1x 200 35% 8%Novavax, Inc. NVAX Pharma & Biotech 380 0% -9% NM 128 34% 12%Curis Inc. CRIS Pharma & Biotech 316 9% -8% NM 106 33% 6%General Communication Inc. GNCMA Telecommunication Services 367 72% 3% 19.9x 122 33% NAKratos Defense & Security Solutions, Inc KTOS Capital Goods 391 62% 6% NM 129 33% NAAlliance One Int'l, Inc. AOI Food, Beverage and Tobacco 350 77% 2% 5.7x 114 32% NAMerge Healthcare Inc.. MRGE Healthcare Eq. and Serv. 419 37% 4% 24.9x 132 32% NANeurocrine Biosciences Inc. NBIX Pharma & Biotech 929 0% -3% NM 283 30% 17%EarthLink Inc. ELNK Software and Serv. 645 49% 4% NM 196 30% NATellabs Inc. TLAB Technology Hardware and Eq. 765 22% 25% NM 230 30% 75%FormFactor Inc. FORM Semis and Semi Eq. 395 0% -12% NM 117 30% 39%Internet Capital Group Inc. ICGE Diversified Financials 455 NA NM NM 134 29% NMBlucora (f/k/a InfoSpace, Inc.) BCOR Software and Services 820 24% 9% 19.6x 235 29% 18%Silicon Graphics Int'l Corp. SGI Technology Hardware and Eq. 628 0% 12% 56.3x 177 28% 24%Accuride ACW Capital Goods 267 59% -4% NM 74 28% NAAMAG Pharmaceuticals, Inc. AMAG Pharma & Biotech 480 0% 0% NM 133 28% 45%Crown Media Holdings Inc. CRWN Media 993 32% 4% NM 275 28% NALattice Semiconductor Corp. LSCC Semis and Semi Eq. 578 0% 1% 31.3x 160 28% 31%Amkor Technology, Inc. AMKR Semis and Semi Eq. 678 70% -2% 8.2x 187 28% NAExar Corp. EXAR Semis and Semi Eq. 607 1% 2% 26.7x 163 27% 33%Goodrich Petroleum Corp. GDP Energy 646 49% -5% NM 169 26% NASaba Software, Inc. SABA Software and Serv. 298 0% NA NM 78 26% 5%Extreme Networks Inc. EXTR Technology Hardware and Eq. 373 0% 4% 25.1x 96 26% 32%Entercom Communications Corp. ETM Media 365 63% 11% 13.3x 93 26% NAIntermec, Inc. IN Technology Hardware and Eq. 600 20% 2% NM 147 25% NASafeguard Scientifics, Inc. SFE Diversified Financials 314 NA NM NM 75 24% NM



LLEESSSS TTHHAANN $$11 BBIILLLLIIOONN MMAARRKKEETT CCAAPP.. CCOOMMPPAANNIIEESS WWIITTHH LLAARRGGEE TTAAXX NNOOLLSS ((CCOONNTTIINNUUEEDD))

Below is a continuation of the prior exhibit. <$1B Market Cap. Companies with Large Amounts of NOLs/Tax Credits (continued)


Market Cap. ($ in

millions)

Debt(2) / Total

CapitalLTM FCF

Yield 2013E

P/E


millions) (1)

NOLs & Tax



Central European Media Enterprises CETV Media 458 72% 3% NM 109 24% NAAvanir Pharmaceuticals AVNR Pharma & Biotech 668 4% -8% NM 147 22% 6%Modine Manufacturing Co. MOD Automobiles and Components 522 31% 1% 21.3x 115 22% NABPZ Resources, Inc. BPZ Energy 272 44% -26% NM 58 21% NAStel Excel SXCL Technology Hardware and Eq. 370 0% 16% NM 78 21% 70%Ferro Corp. FOE Materials 583 44% -1% 18.7x 121 21% NAM/I Homes, Inc. MHO Consumer Durables and Apparel 512 36% -3% 13.0x 102 20% NAPep Boys - Manny, Moe & Jack PBY Retailing 654 35% 3% 24.1x 130 20% NAACCO Brands Corp. ACCO Commercial and Prof. Serv. 805 57% 8% 7.6x 156 19% NABrooks Automation Inc. BRKS Semis and Semi Eq. 632 0% 5% 99.7x 121 19% 17%Builders FirstSource, Inc. BLDR Capital Goods 588 38% -6% NM 107 18% NASkyWest Inc. SKYW Transportation 779 67% 14% 11.9x 134 17% NACooper Standard Holdings COSH Automobiles and Components 841 37% 0% 13.2x 144 17% NAFelCor Lodging Trust Inc. FCH Real Estate 748 NA NM 15.1x 124 17% NMKraton Performance Polymers Inc. KRA Materials 671 37% 2% 17.2x 106 16% NAThreshold Pharmaceuticals Inc. THLD Pharma, Biotech and Life Sciences 309 0% 25% NM 48 16% 34%OMNOVA Solutions Inc. OMN Materials 382 54% 3% 13.5x 59 15% NASangamo Biosciences Inc. SGMO Pharma & Biotech 526 0% -4% NM 80 15% 11%Internap Network Services Corp. INAP Software and Serv. 453 26% -5% NM 67 15% NA



HHIIGGHH NNOOLLSS AANNDD NNEETT CCAASSHH

Below are 26 companies with high NOLs, tax credits, and net cash to market capitalization. Companies with NOLs and Tax Credits to Market Cap. >15% and Net Cash to Market Cap. >10%


Market Cap. ($ in

millions)

Debt(2) / Total

CapitalLTM FCF

Yield 2013E

P/E


millions) (1)

NOLs & Tax



Pendrell Corporation PCO Commercial and Professional Servi 661 0% 2% NM 833 126% 32%Achillion Pharmaceuticals, Inc. ACHN Pharma, Biotech and Life Sciences 667 0% -9% NM 540 81% 22%Rigel Pharmaceuticals, Inc. RIGL Pharma & Biotech 324 0% NM NM 252 78% 84%JDS Uniphase Corp. JDSU Technology Hardware and Eq. 3,427 5% 4% 25.9x 2,436 71% 12%LTX-Credence Corp. LTXC Semis and Semi Eq. 254 0% 4% NM 163 64% 50%AOL, Inc. AOL Software and Services 2,835 4% 13% 25.1x 1,816 64% 13%USA Mobility, Inc. USMO Telecommunication Services 336 0% 23% NM 160 48% 21%Applied Micro Circuits Corp. AMCC Semis and Semi Eq. 843 0% -6% 108.9x 371 44% 10%Novavax, Inc. NVAX Pharma & Biotech 380 0% -9% NM 128 34% 12%LSI Corp. LSI Semis and Semi Eq. 4,210 0% 8% 12.0x 1,382 33% 16%Neurocrine Biosciences Inc. NBIX Pharma & Biotech 929 0% -3% NM 283 30% 17%Tellabs Inc. TLAB Technology Hardware and Eq. 765 22% 25% NM 230 30% 75%FormFactor Inc. FORM Semis and Semi Eq. 395 0% -12% NM 117 30% 39%Blucora (f/k/a InfoSpace, Inc.) BCOR Software and Services 820 24% 9% 19.6x 235 29% 18%Silicon Graphics Int'l Corp. SGI Technology Hardware and Eq. 628 0% 12% 56.3x 177 28% 24%AMAG Pharmaceuticals, Inc. AMAG Pharma & Biotech 480 0% 0% NM 133 28% 45%Lattice Semiconductor Corp. LSCC Semis and Semi Eq. 578 0% 1% 31.3x 160 28% 31%Lexicon Pharmaceuticals, Inc. LXRX Pharma & Biotech 1,180 2% -9% NM 320 27% 15%Exar Corp. EXAR Semis and Semi Eq. 607 1% 2% 26.7x 163 27% 33%Extreme Networks Inc. EXTR Technology Hardware and Eq. 373 0% 4% 25.1x 96 26% 32%InterMune Inc. ITMN Pharma & Biotech 1,210 18% -16% NM 272 22% 15%Stel Excel SXCL Technology Hardware and Eq. 370 0% 16% NM 78 21% 70%Lear Corp. LEA Automobiles and Components 5,459 16% 6% 12.2x 1,121 21% 10%Brooks Automation Inc. BRKS Semis and Semi Eq. 632 0% 5% 99.7x 121 19% 17%Threshold Pharmaceuticals Inc. THLD Pharma, Biotech and Life Sciences 309 0% 25% NM 48 16% 34%Sangamo Biosciences Inc. SGMO Pharma & Biotech 526 0% -4% NM 80 15% 11%



FFIINNAANNCCIIAALL CCOOMMPPAANNIIEESS WWIITTHH LLAARRGGEE NNOOLLSS AANNDD TTAAXX CCRREEDDIITTSS

We find financial service companies with large NOL and tax credit deferred tax assets stemming from the financial crisis, among other reasons. Given the significant amount of leverage in these entities, balance sheet asset quality and liquidity issues may trump hidden value from NOLs. For this reason, we believe the market takes longer to reward such companies for their NOL value (i.e., consistent profitability must return). Below are financial service companies with high NOLs and tax credits relative to their current market capitalization. Financial Companies with High NOLs and Tax Credits to Market Capitalization Ratios


Market Cap. ($ in

millions)


millions) (1)

NOLs & Tax



Ambac Financial Group, Inc. AMBC Insurance 1,102 1,800 163% NMCapmark Financial Group Inc. CPMK Diversified Financials 620 752 121% NMCNO Financial Group, Inc. CNO Insurance 3,177 1,386 44% NMCowen Group, Inc. COWN Diversified Financials 382 137 36% NMPopular Inc. BPOP Banks 3,369 1,204 36% NMMGIC Investment Corp. MTG Banks 2,506 867 35% NMRadian Group Inc. RDN Banks 2,408 725 30% NMAmerican Int'l Group, Inc. AIG Insurance 68,310 20,369 30% NMInternet Capital Group Inc. ICGE Diversified Financials 455 134 29% NMGenworth Financial Inc. GNW Insurance 6,548 1,735 26% NMCIT Group Inc. CIT Banks 10,116 2,567 25% NMSafeguard Scientifics, Inc. SFE Diversified Financials 314 75 24% NMSynovus Financial Corp. SNV Banks 3,014 636 21% NME*TRADE Financial Corp. ETFC Diversified Financials 4,269 810 19% NMWhite Mountains Insurance Group, Ltd. WTM Insurance 3,699 692 19% NMCitigroup, Inc. C Diversified Financials 157,037 28,087 18% NMMBIA Inc. MBI Insurance 2,580 441 17% NMSterling Financial Corp. STSA Banks 1,626 274 17% NMFelCor Lodging Trust Inc. FCH Real Estate 748 124 17% NMBank of America Corp. BAC Diversified Financials 155,990 23,392 15% NM

(1) Amount includes federal, state, and foreign NOLs, tax credit carryforwards, and capitalized R&D from companies’ 10-Ks and may have changed since last disclosure. Note: Annual use of NOLs may be limited by IRC Section 382. Market data as of 7/29/2013. Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet.


Mergers and Acquisitions


HHIISSTTOORRIICCAALL MM&&AA VVOOLLUUMMEE && CCUURRRREENNCCYY

Working as a proxy of corporate confidence, M&A transaction volume has closely followed the S&P 500 index level as shown in the bottom chart. Based on this relationship, we would expect M&A volumes to increase.

Historical M&A Deal Volume (Equity value volume, includes LBOs)

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US Buyer M&A Deal Volume vs. S&P 500

Deal Volume S&P 500

Note: Includes all U.S. buyers of transactions (includes LBOs). Minimum deal size $100 million. Deals announced through 7/23/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Factset; Bloomberg; Standard & Poor’s.


MM&&AA TTRREENNDDSS:: UU..SS.. FFOORREEIIGGNN CCOOMMPPAANNYY MM&&AA AATT AA RREECCOORRDD

The volume of foreign companies purchased as a percentage of total U.S. company M&A are now at peak levels (accurate data not available prior to 1992). Perhaps due to the European financial crisis, the number of transactions, while still high by historical standards, is down from recent record highs. We believe that U.S. tax policy has encouraged foreign M&A as companies sitting on large repatriated foreign cash balances do not want to repatriate the money and pay large taxes. Rather, they purchase foreign companies (for example, MSFT-Skype). Historical M&A Deal Volume – U.S. Buyers Percentage of Foreign Targets

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1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013YTD

Foreign Acquisition Percentage of US Company M&A

% of $ Volume % of No. of deals

Note: Includes all U.S. buyers of transactions (includes LBOs). Minimum deal size $100 million. Deals announced through 7/23/2013.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; FactSet; Bloomberg; Standard & Poor’s.

Stock-for-stock deals have become much less popular in the last decade. All cash transactions are the most common transaction currency. Historical M&A Currency – Stock Transactions Percentages Near Historical Lows

0%10%20%30%40%50%60%70%80%90%

100%

1994 1996 1998 2000 2002 2004 2006 2008 2010 2012

History of M&A Method of Payment Currency

Cash Stock Combo

Note: Includes all public U.S. buyers of deals greater than $100 million.



CCOORRPPOORRAATTEE CCAASSHH BBAALLAANNCCEESS NNEEAARR RREECCOORRDD LLEEVVEELLSS

Corporate cash levels remain high as shown below (~7% of market capitalization, ~9% of total assets). This helped fuel ~$370 billion, ~$290 billion and ~$150 billion in cash M&A activity in 2011, 2012 and 2013 YTD, respectively. Net debt balances (total debt net of cash) are low but have been increasing. Gross Cash & Net Debt of Non-financial U.S. Companies vs. Market Cap. and Assets

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Cash & ST Investments as a % of Market Cap / Total Assets

Cash & ST Invest. / Market Cap. Cash & ST Invest. / Assets

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Net Debt as a % of Market Cap. / Total Assets

Net Debt / Market Cap. Net Debt / Assets

Note: Median Cash & ST investments or Net Debt balance as a % of Market Cap. or Total Assets for 1500 largest non-financial US companies. Data through June 2013.



UU..SS.. MM&&AA VVOOLLUUMMEESS AANNDD CCAASSHH BBAALLAANNCCEESS

The first chart below is M&A deal volume to total U.S. equity market capitalization and the second chart is M&A to total market capitalization along with net cash to market capitalization. Earlier in this report, we showed the preferred transaction structure in the 1990's was company stock versus today’s preferred currency of cash. U.S. M&A Deal Volume as a Percentage of Prior Year Total U.S. Equity Market Capitalization & Net Cash

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US M&A Volume as a Percentage of Prior Year Market Cap.

Percentage of Prior Year Market Cap. Acquired (L) M&A Volume ($B) (R)

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US M&A Volume as a Percentage of Prior Year Market Cap. vs. Net Cash

Percentage of Prior Year Market Cap. Acquired (L) Net Cash (Debt) / Market Cap.

Note: M&A volume based on equity value of M&A for US public companies acquired (including announced & pending deals) through 7/23/2013. Source: Wolfe Research Accounting & Tax Policy Research; Company filings; FactSet; Bloomberg; Standard & Poor’s.


FFOORREEIIGGNN BBUUYYEERRSS OOFF UU..SS.. CCOOMMPPAANNIIEESS

Below are charts of foreign acquisitions of U.S. companies. Foreign Buyers of U.S. Companies (Equity value volume, includes LBOs)

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No

. of

dea

ls

De

al V

olu

me

($

bill

ion

)

M&A Deal Volume: Foreign Buyers of US Companies

Deal Volume No. of Deals

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

$0

$50

$100

$150

$200

$250

$300

$350

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013YTD

S&

P 5

00

Dea

l V

olu

me

($ b

illio

n)

M&A Deal Volume vs. S&P 500Foreign Buyer of US Companies

Deal Volume S&P 500

Note: Includes all foreign buyers of U.S. companies (includes LBOs). Deals announced through 7/23/2013. Minimum $100 million deal.



22001122 AANNDD 22001133 YYTTDD SSTTOOCCKK TTRRAANNSSAACCTTIIOONNSS

Historically, we have found that companies issuing stock for acquisitions have, on average, underperformed in the 1 year period after the acquisition’s closing date. Intuitively, this makes sense to us given that management has a choice between cash and stock and might choose to issue stock if they believe their share price is overvalued (in effect, a signaling mechanism). Below we list 2012-13 completed stock transactions. 2012 and 2013 YTD Completed M&A Stock Transactions ($ in millions)

Buyer Ticker Market

Cap. Target CompanyTransaction

Value

Premium Paid: 1 Month

Prior To Announce-ment (%)

Sector Relative

Return Since Acquisition

Kinder Morgan, Inc. KMI 40,705 El Paso Corporation (nka:El Paso LLC) 35,658 34 -4%Duke Energy Corporation DUK 50,326 Progress Energy Inc. 26,627 6 -7%Exelon Corporation EXC 27,473 Constellation Energy Group, Inc. 12,702 25 -36%Northeast Utilities NU 14,133 NSTAR 6,998 5 5%NRG Energy, Inc. NRG 9,010 GenOn Energy, Inc. 6,017 49 3%Pentair, Inc. (nka:Pentair Ltd.) PNR 11,933 Tyco Flow Control International Ltd. 5,508 NA 10%Kinder Morgan Energy Partners, L.P. KMP 36,392 Copano Energy LLC 4,520 31 -9%United Rentals, Inc. URI 5,219 RSC Holdings, Inc. 4,160 58 -9%Lam Research Corporation LRCX 8,144 Novellus Systems, Inc. 3,678 28 19%Superior Energy Services, Inc. SPN 4,376 Complete Production Services, Inc. 3,310 28 -28%Realty Income Corporation O 8,982 American Realty Capital Trust, Inc. 3,100 9 -16%Leucadia National Corporation LUK 10,112 Jefferies Group, Inc. (nka:Jefferies Group 2,562 23 -16%Suburban Propane Partners, L.P. SPH 2,900 Inergy, L.P., Propane Business 1,763 NA 13%Verint Systems Inc. VRNT 1,924 Comverse Technology Inc. 1,532 NA -1%FirstMerit Corporation FMER 3,696 Citizens Republic Bancorp, Inc 1,025 18 27%McEwen Mining Inc. MUX 638 Minera Andes Inc. 812 9 -78%Stratasys Inc. (nka:Stratasys Ltd.) SSYS 3,391 Objet Ltd. 665 NA 5%Carpenter Technology Corp. CRS 2,663 Latrobe Specialty Metals, Inc. 558 NA -19%Titan International Inc. TWI 956 Titan Europe plc 384 13 -37%Continental Resources, Inc. CLR 17,434 Wheatland Oil Inc. 341 NA 15%Opko Health, Inc. OPK 2,600 Cytochroma Inc. 299 NA -9%Universal American Corp UAM 920 APS Healthcare, Inc. 281 NA -39%Universal Truckload Services Inc. UACL 753 Linc Logistics Company 265 NA 27%Valley National Bancorp VLY 1,971 State Bancorp Inc. 241 39 -69%PacWest Bancorp PACW 1,247 First California Financial Group, Inc. 234 41 18%NBT Bancorp, Inc. NBTB 996 Alliance Financial Corporation 231 32 -8%Oclaro, Inc. OCLR 119 Opnext, Inc. 217 70 -61%Progenics Pharmaceuticals, Inc. PGNX 358 Molecular Insight Pharmaceuticals, Inc. 154 NA 92%F.N.B. Corporation FNB 1,919 Parkvale Financial Corp. 131 121 -37%

Note: Includes all public U.S. buyers of transactions greater than $100 million. Note: Market cap. as of 7/23/2013.



PPEENNDDIINNGG SSTTOOCCKK TTRRAANNSSAACCTTIIOONNSS

Pending M&A Stock Transactions ($ in millions) [Ranked by total transaction value]

Buyer Ticker Market

Cap. Target CompanyTransaction

Value

Premium Paid: 1 Month

Prior To Announce-ment (%)

Linn Co, LLC LNCO 1,097 Berry Petroleum Co. 4,250 30

Mid-America Apartment Communities Inc. MAA 2,964 Colonial Properties Trust 4,171 8

Office Depot, Inc. ODP 1,297 OfficeMax Incorporated 2,217 22

Spartan Stores Inc. SPTN 451 Nash Finch Co. 740 14

Stratasys Ltd. SSYS 3,391 MakerBot Industries, LLC 615 -

Pioneer Natural Resources Co. PXD 21,183 Pioneer Southwest Energy Partners L.P. 507 20

Union First Market Bankshares Corporation UBSH 567 StellarOne Corporation 489 30

Investors Bancorp Inc. ISBC 2,523 Roma Financial Corp. 459 84

United Bankshares Inc. UBSI 1,463 Virginia Commerce Bancorp Inc. 457 57

Opko Health, Inc. OPK 2,600 PROLOR Biotech, Inc. 446 37

Provident New York Bancorp PBNY 471 Sterling Bancorp 344 8

SCBT Financial Corporation SCBT 920 First Financial Holdings Inc. 302 34

PacWest Bancorp PACW 1,247 First California Financial Group, Inc. 234 41

Renasant Corp. RNST 689 First M&F Corporation 145 73

First Merchants Corporation FRME 541 CFS Bancorp Inc. 115 15

F.N.B. Corporation FNB 1,919 PVF Capital Corp. 108 78 Includes all public U.S. buyers of transactions greater than $100 million. Note: Market cap. as of 7/23/2013.



MM&&AA AACCQQUUIIRREERRSS UUNNDDEERRPPEERRFFOORRMM

Historically, companies making an acquisition, on average, underperformed in the 6 and 12 month periods after its closing date by a few percentage points (with those using stock as payment currency performing the worst). This trend continued in 2011 for the acquirer cohorts as shown in the exhibit below as they had flat to negative absolute and relative returns in all time periods from 30 days to 1 year after the merger announcement. The 2012 cohort was a little more mixed, with some showing outperformance subsequent to the announcement date. Below, we also provide an early look at this same data for 2013 acquirer cohort. Share Price Performance of Recent Acquiring Companies

2011 Acquiring Cos.

Time Period After Announcement

Stock Return

Relative Stock Return

Stock Return


30 days -0.4% -0.1% -0.2% -0.7%

90 days -1.5% -0.5% -1.3% -0.8%

6 months -2.2% -2.0% -2.3% -1.7%

9 months 0.1% -3.6% 1.3% -2.0%1 year 3.9% -4.0% 5.1% -2.3%

Average Median

2012 Acquiring Cos.


Stock Return


Stock Return


30 days 2.6% 1.1% 2.3% 0.4%

90 days 5.7% 1.2% 4.7% 0.1%

6 months 10.9% 1.1% 10.3% 0.6%

9 months 16.4% 1.6% 14.5% -1.6%1 year 21.8% 1.3% 20.7% -0.6%

Average Median

2013 Acquiring Cos.


Stock Return


Stock Return


30 days 3.7% 1.0% 3.0% 0.5%

90 days 10.2% 1.6% 8.4% 0.7%6 months 19.2% 2.9% 14.2% -3.1%

Average Median

Note: Includes all public U.S. buyers of transactions greater than $100 million. Data through 7/23/2013.



HHIISSTTOORRIICCAALL LLBBOO DDEEAALL VVOOLLUUMMEE:: UUPPTTIICCKK IINN RREECCEENNTT AACCTTIIVVIITTYY

While 2012 LBO activity was relatively weak, 2013 has seen the most LBO activity since pre-financial crisis. The $63 billion (equity value) of announced deals year-to-date in 2013 has been driven primarily from three large LBO deals of Heinz, Dell and BMC Software (the latter two are still pending). Historical LBO Deal Volume (Equity Value Volume of LBO Public to Private deals)

0

20

40

60

80

100

120

‐

50

100

150

200

250

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013 YTD

No. o

f deals

Deal volume($B)

LBO Deal Volume

Deal Volume ($B) (L) No. of deals (R)

Note: U.S. transactions. Minimum deal size $100 million. Deals announced through 7/23/2013.



22001111‐‐22001133 YYTTDD LLBBOOSS

In 2012, LBO activity was very muted but has picked up in 2013. Consumer discretionary and technology have been the busiest sectors for LBO activity in the last twelve months. Below, we list the 2011 through 2013 announced LBOs with premiums and implied EV/EBITDA multiples sorted by sector. 2011-13 Leveraged Buyouts ($ in millions)

Announce

Date Acquiror Target Target Sector

Total

Transaction

Value

Target Stock

Premium ‐ 1

Month Prior

(%)

Implied

Enterprise

Value/EBITDA

(x)

5/12/2011 Charlesbank Capital Partners, LLC DEI Holdings, Inc. Consumer Discretionary 114 165 NA 2/3/2011 Cerberus Capital Management, L.P. Silverleaf Resorts Inc. Consumer Discretionary 512 110 12.1 5/15/2011 TPG Capital PRIMEDIA Inc. Consumer Discretionary 534 49 7.8 5/23/2013 Apax Partners LLP rue21, Inc. Consumer Discretionary 1,055 42 9.8 9/25/2012 (1) Management American Greetings Corp. Consumer Discretionary 915 33 5.2 5/1/2012 Centerbridge Partners, L.P. P.F. Chang's China Bistro, Inc. Consumer Discretionary 1,109 30 8.5 3/6/2013 Sycamore Partners Hot Topic Inc. Consumer Discretionary 595 26 8.6 6/30/2013 Kohlberg & Company, L.L.C. Steinway Musical Instruments Inc. Consumer Discretionary 513 25 10.7 2/23/2012 Management Kenneth Cole Productions Inc. Consumer Discretionary 162 24 5.2 8/2/2011 GTCR, LLC; GTCR Fund X, L.P. Global Traffic Network Inc. Consumer Discretionary 277 21 12.8 5/22/2012 Angelo, Gordon & Co., Private Equity Group Benihana Inc. Consumer Discretionary 296 20 9.1 5/10/2013 (1) TowerBrook Capital Partners L.P. True Religion Apparel, Inc. Consumer Discretionary 838 20 7.6 5/17/2011 Leeds Equity Partners Nobel Learning Communities Inc. Consumer Discretionary 148 18 8.4 5/24/2011 Golden Gate Capital California Pizza Kitchen Inc. Consumer Discretionary 469 16 7.9 1/30/2011 MidOcean Partners Pre‐Paid Legal Services, Inc. Consumer Discretionary 652 10 5.1 5/30/2012 Sycamore Partners The Talbots Inc. Consumer Discretionary 378 (4) NM 2/13/2013 Berkshire Hathaway Inc.; 3G Capital, Inc. H. J. Heinz Company Consumer Staples 28,749 22 13.6 10/30/2012 EQT Partners Westway Group, Inc. Consumer Staples 321 11 6.5 6/10/2013 Management Dole Food Company Inc. Consumer Staples 2,318 7 19.6 6/28/2011 CVC Capital Partners Ltd.; Leonard Green BJ's Wholesale Club Inc. Consumer Staples 2,572 2 6.8 4/14/2013 Madison Dearborn Partners, LLC National Financial Partners Corp. Financials 1,262 11 8.0 11/4/2011 JLL Partners American Dental Partners, Inc. Healthcare 396 107 8.0 9/11/2012 Thoma Bravo, LLC Mediware Information Systems, Inc. Healthcare 193 56 11.2 7/14/2012 TPG Capital, L.P. Par Pharmaceutical Companies Inc. Healthcare 2,239 49 8.3 8/3/2011 Hellman & Friedman LLC; Blackstone Group Emdeon Inc. Healthcare 3,429 47 13.1 7/2/2011 TPG Capital Immucor Inc. Healthcare 1,945 35 11.1 1/29/2013 JLL Partners BioClinica, Inc. Healthcare 119 27 10.2 2/25/2013 TPG Capital, L.P. Assisted Living Concepts Inc. Healthcare 461 26 11.1 4/9/2012 Genstar Capital, LLC eResearchTechnology, Inc. Healthcare 423 18 9.0 3/28/2011 Warburg Pincus LLC Rural/Metro Corp. Healthcare 706 16 9.6 7/2/2012 One Equity Partners LLC MModal Inc. Healthcare 1,083 14 9.6 12/3/2012 Linden LLC Young Innovations Inc. Healthcare 320 13 10.4 6/10/2012 Sagard Capital Integramed America Inc. Healthcare 173 9 6.5 10/2/2011 Hellman & Friedman LLC; The Carlyle Group LP Pharmaceutical Product Development, IncHealthcare 3,875 7 10.4 12/21/2011 Macquarie Infrastructure Partners WCA Waste Corporation Industrials 533 62 9.2 3/2/2011 Ares Private Equity Group Global Defense Technology & Systems Industrials 313 43 15.1 3/19/2012 Insight Equity Flanders Corporation Industrials 192 41 16.3 3/17/2013 Greenbriar Equity Group LLC Edac Technologies Corp. Industrials 145 29 9.9 6/13/2011 MacAndrews & Forbes Holdings, Inc. M&F Worldwide Corp. Industrials 2,529 10 5.4 3/7/2013 (1) Kohlberg Kravis Roberts & Co. Gardner Denver Inc. Industrials 4,122 8 8.3 11/10/2012 (1) IDG Capital Partners MEMSIC, Inc. Information Technology 109 127 NM 12/8/2011 Teachers' Private Capital; Thoma Bravo, LLC Blue Coat Systems Inc. Information Technology 1,258 75 13.3 5/19/2013 Vista Equity Partners Websense, Inc. Information Technology 1,055 70 17.9 11/6/2011 Various Tekelec Information Technology 778 65 11.4 6/23/2013 Thoma Bravo, LLC Keynote Systems, Inc. Information Technology 399 58 23.1 1/18/2011 Vector Capital RAE Systems Inc. Information Technology 115 38 9.3 8/15/2011 Permira Advisers Ltd. Renaissance Learning Inc. Information Technology 485 28 12.0 1/18/2011 Golden Gate Private Equity, Inc Conexant Systems Inc. Information Technology 391 27 7.8 4/29/2013 Avista Capital Holdings, L.P. Telular Corporation Information Technology 262 25 12.4 2/5/2013 (1) Silver Lake Partners Dell Inc. Information Technology 29,833 24 4.9 4/26/2011 Silver Lake Partners SMART Modular Technologies Information Technology 706 23 5.9 6/10/2011 Vector Capital; CITIC Capital Partners Gerber Scientific Inc. Information Technology 298 22 17.8 4/4/2011 Apax Partners LLP Epicor Software Corporation Information Technology 1,042 21 17.5 4/1/2011 Providence Equity Partners LLC SRA International Inc. Information Technology 1,856 20 11.9 4/15/2013 (1) Vintage Capital Management, LLC Anaren, Inc. Information Technology 264 17 10.3 2/21/2011 Golden Gate Capital Tollgrade Communications Inc. Information Technology 137 11 6.7 6/30/2011 Providence Equity Partners LLC Blackboard Inc. Information Technology 1,852 7 22.3 10/21/2012 Permira Advisers Ltd.; Spectrum Equity Investors Ancestry.com Inc. (nka:Ancestry.com LLC)Information Technology 1,609 3 10.0 5/6/2013 (1) Insight Venture; GIC; Bain Capital; Golden Gate BMC Software Inc. Information Technology 8,377 3 11.2 8/26/2012 Thoma Bravo, LLC Deltek, Inc Information Technology 1,069 (2) 18.2

(1) Transaction not yet closed. Note: Include LBOs of US public companies announced in 2011 through 7/23/2013.



CEO Changes


CCEEOO CCHHAANNGGEESS

We track CEO changes to identify companies that may be undergoing a shift in strategy, capital allocation, or other potential corporate activity due to new leadership. On the next several pages, we present recent announcements for Russell 3000 companies with market caps. greater than $1 billion. Companies with a Recent Change in CEO Position

Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =

worst] CEO Change Synopsis

8/25/11 Apple Inc. AAPL 406,791 2 Apple Inc.'s Board of Directors announced that Steve Jobs has res igned as CEO, and the Board has named Tim Cook, previous ly

Apple's COO, as the company's new CEO. Jobs has been elected Chai rman of the Board and Cook wi l l join the Board, effective

immediately. Jobs submitted his res ignation to the Board on August 24, 2011 and strongly recommended that the Board implement

i ts success ion plan and name Tim Cook as CEO. As COO, Cook was previous ly respons ible for a l l of the company's worldwide sales

and operations , including end‐to‐end management of Apple's supply chain, sa les activi ties , and service and support in al l

markets and countries . He also headed Apple's Macintosh divis ion and played a key role in the continued development of

s trategic resel ler and suppl ier relationships , ensuring flexibi l i ty in response to an increas ingly demanding marketplace.

4/26/12 Johnson &

Johnson

JNJ 261,283 3 Johnson & Johnson reported Chairman and CEO Bi l l Weldon transferred responsibi l i ties for running the company to incoming CEO

Alex Gorsky at the Annual Meeting of Shareholders held Apri l 26, 2012. Weldon remains Chairman of the Board and Gorsky, who

was elected to the Board of Directors , begins his new role as the company's seventh CEO.

5/23/13 Procter & Gamble

Co.

PG 219,509 2 Procter & Gamble Co. announced that Alan George "A.G." Lafley has rejoined the company as Pres ident and Chief Executive Offi cer,

effective immediately. He has also been elected to the Board of Directors and wi l l serve as i ts Cha irman. Mr. Lafley joined Procter

& Gamble in 1977 and served as Pres ident and Chief Executive Offi cer from 2000 to 2009. He succeeds Robert A. "Bob" McDonald,

who i s reti ring from the Company on June 30, 2013, after 33 years of service.

10/26/11 Int'l Business

Machines Corp.

IBM 215,831 2 International Bus iness Machines Corp. board of directors has elected Virginia M. Rometty as pres ident and CEO of the company,

effective January 1, 2012. She was a lso elected a member of the board of directors , effective at that time. Ms. Rometty is currently

IBM senior vice pres ident and group executive for sales , marketing and strategy. She succeeds Samuel J. Pa lmisano, who currently

is IBM chairman, pres ident and chief executive officer. Rometty, an IBM senior vice pres ident, was elected by the IBM board of

directors to become the company's pres ident and ninth CEO on January 1, 2012.

10/16/12 Citigroup, Inc. C 157,037 3 The board of directors of Ci tigroup, Inc. announced that Vikram Pandit has stepped down as the company's Chief Executive Officer

and as a member of the board, effective immediately. The board also announced it has unanimously elected Michael Corbat as

CEO and a director of the board. Mr. Corbat previous ly served as Citigroup's CEO of Europe, Middle East and Africa . The company

further announced that Pres ident and COO, John P. Havens , who also served as CEO of Citi 's Insti tutiona l Cl ients Group, has

res igned. Michael L. Corbat in his latest role as Citi 's CEO of Europe, Middle East and Africa s ince the start of the year, he oversaw

al l of Ci ti 's bus iness operations in the region, including consumer banking, corporate and banking, securi ties and trading and

private banking services .

7/22/11 Verizon

Communications

Inc.

VZ 147,364 1 The Verizon Board of Directors has named Verizon Pres ident and COO Lowel l C. McAdam as pres ident and CEO of Veri zon

Communications Inc. effective Aug. 1, completing the company's CEO success ion process under way s ince 2010. Ivan G. Seidenberg

wi l l s tep down from the CEO role but remain cha irman to continue to faci l i tate the trans i tion. McAdam wil l have respons ibi l i ty for

the operations of Verizon, including a l l bus iness units and s taff functions .

3/13/13 Phi l ip Morri s Int'l ,

Inc.

PM 145,351 4 The Board of Directors of Phi l ip Morris International Inc. announced that André Calantzopoulos was appointed Chief Executive

Officer to become effective immediately fol lowing the Annual Meeting of Shareholders on May 8, 2013. Mr. Calantzopoulos was

a lso nominated for election to the Board of Directors at the Annual Meeting. Louis Cami l leri , PMI's current Cha irman and Chief

Executive Officer, wil l remain as Chairman of the Board and as an employee of the company.

10/24/12 Visa Inc. V 123,830 5 On October 24, 2012, Vi sa , Inc. announced that Charles W. Scharf formerly CEO of Reta i l Financia l Services for JPMorgan Chase & Co.,

has been appointed to serve as CEO and a member of the Board of Directors of the company, effective November 1, 2012. Mr. Scharf

succeeds Joseph W. Saunders , who wi l l remain with the company as executive cha irman during the remaining term of his

employment, which expi res March 31, 2013, after which the company’s board of directors intends to select an independent director

as cha irperson. Mr. Scharf is currently a Managing Director at One Equity Partners and brings to the company experience in retai l

banking, globa l financia l management and as a chief executive officer. Scharf i s a former di rector of Visa Inc. and its predecessor

Visa U.S.A.

10/7/11 Walt Disney Co. DIS 116,298 3 Walt Disney Co. announced that Bob Iger wi l l s tep down as CEO in March 2015. In addition to his role as CEO, Iger wi l l take over as

chai rman in March 2012. He wi l l then step down as CEO at the end of March 2015, and he wi l l leave his chai rman posi tion June 30,

2016. Iger began his career at ABC in 1974, and he joined Disney when it purchased ABC in 1985. After former CEO Michael Ei sner

s tepped down in 2005, Iger was promoted to replace him. At that time, Iger s igned a contract that was due to expire in January

2013, but Disney's board sa id i t extended Iger to make the trans i tion "seamless ," and mainta in continuity of the company's

bus iness strategy.

11/19/12 Intel Corp. INTC 115,758 2 Intel Corporation announced that the company's pres ident and CEO, Paul Otel l ini , has decided to reti re as an officer and director

at the company's annual s tockholders ' meeting in May, s tarting an orderly leadership trans i tion over the next s ix months.

Otel l ini 's decis ion to reti re wi l l bring to a close a remarkable career of nearly 40 years of continuous service to the company and

its s tockholders . The board of directors wi l l conduct the process to choose Otel l ini 's successor and wi l l cons ider interna l and

externa l candidates for the job.

10/3/11 Schlumberger

Limited

SLB 107,376 3 Schlumberger Limited cha irman and CEO Andrew Gould is to reti re as CEO on Aug. 1 and as cha irman unti l the company's AGM in

Apri l 2012. Current independent lead director Tony Isaac is to be the new non‐executive cha irman, with the CEO role going to Paa l

Kibsgaard, chief operating offi cer of Schlumberger. During 14 years at the company, Kibsgaard has held operational and

management respons ibi l i ty in the Middle East, Europe and the US. Prior to becoming COO, Kibsgaard was pres ident of the reservoi r

characterization group after roles as VP engineering, manufacturing and susta ining; and VP of personnel .

6/18/12 McDonald's Corp. MCD 98,119 2 McDonald's Corp. announced promotion of Donald Thompson to Pres ident and Chief Executive Officer, effective July 1, 2012.

5/24/12 Amgen Inc. AMGN 81,984 1 Amgen Inc. announced that Kevin W. Sharer reti red from his post as CEO and the Board of Directors appointed Robert A. Bradway as

Amgen's fourth CEO. Sharer wi l l remain as Chai rman of the company's Board of Directors unti l Dec. 31, 2012, at which time he wi l l

reti re from the Board and from the Company. It i s the intention of the Board of Di rectors to elect Bradway Chai rman of the Board

when Sharer reti res from that posi tion at the end of 2012.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet. Market cap. as of 7/29/2013.


Companies with a Recent Change in CEO Position (continued)

Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


3/1/12 3M Co. MMM 79,699 2 3M Co. has named Inge Thul in pres ident and CEO, succeeding Sir George Buckley, cha irman and CEO, who wi l l reti re June 1, 2012.

Thul in wi l l immediately become part of 3M's board of directors and Buckley remains cha irman of the board unti l the annual

meeting of stockholders in May, at which time the board intends to elect Thul in cha irman. During this time, he was respons ible for

3M's s ix bus iness segments and International Operations . Prior to that, he was executive vice pres ident of internationa l

operations .

4/4/12 ConocoPhi l l ips COP 79,693 1 In connection with the separation of ConocoPhi l l ips ' downstream business through a dividend of a l l Phi l l ips 66 common stock to

ConocoPhi l l ips s tockholders (the Spin‐Off), Mr. James J. Mulva wi l l reti re as Cha irman, Pres ident and CEO of ConocoPhi l l ips and

each of Messrs . Kenneth M. Duberstein and Harold W. McGraw II I and Mmes. Ruth R. Harkin, Victoria J. Tschinkel and Kathryn C.

Turner wi l l reti re as members of the Board of Directors of ConocoPhi l l ips , in each case condi tioned on, and effective as of, the

completion of the Spin‐Off. As previous ly announced, on October 7, 2011, the Board of Directors of ConocoPhi l l ips appointed Mr.

Ryan M. Lance to serve as Chairman, Pres ident and CEO of ConocoPhi l l ips , conditioned on, and effective as of, the completion of

the Spin‐Off.

1/2/13 Uni tedHealth

Group

Incorporated

UNH 73,736 2 Brandon Cuevas has been named CEO of UnitedHealthcare's Cal i fornia health plan serving employers and individua ls . In his new

role, Cuevas wi l l lead UnitedHeal thcare's commercia l bus iness , which offers Ca l i fornia employers and thei r employees hea lth

benefi t plans and wel lness programs. Previous ly, Cuevas served as West Region CFO of UnitedHealthcare's Employer & Individua l

bus iness .

3/2/12 Union Paci fic Corp. UNP 73,007 1 Union Paci fi c Corporation announced that i ts cha irman, pres ident and chief executive officer James R. Young wi l l take a medica l

leave of absence from his responsibi l i ties as pres ident and chief executive officer whi le he is being treated for recently

diagnosed pancreatic cancer. He wil l remain cha irman of the board during his treatment. John J. Kora leski , executive vice pres ident‐

Marketing and Sa les , wi l l serve as acting pres ident and CEO during Mr. Young's absence. Since joining the rai l road in 1972,

Koraleski has held a number of executive pos i tions including control ler of Union Paci fic Corporation and executive vice pres ident‐

finance and chief financia l officer of Union Paci fic Ra i l road. He a lso has held pos i tions in the ra i l road's information technologies ,

rea l ‐estate, and adminis trative departments .

2/14/13 Occidenta l

Petroleum Corp.

OXY 72,895 2 Occidental Petroleum Corporation announced that as part of the company's success ion planning process , the board has formed a

search committee to undertake a review of interna l and externa l candidates to succeed Pres ident and Chief Executive Offi cer,

Stephen I. Chazen, wi th the ass is tance of a executive search fi rm. The company has not set a timetable for completion of the

search. Dr. Ray R. Irani , who continues to serve as Executive Chairman, wi l l reti re at the end of 2014.

5/17/12 Altria Group Inc. MO 71,511 2 The company announced that at i ts annual meeting of s tockholders held on May 17, 2012, Mr. Martin J. Barrington succeeded Mr.

Szymanczyk as company's Cha irman and CEO. Earl ier this year, Mr. Szymanczyk had announced his decis ion to reti re after 23 years of

dis tinguished service to the company, including four years as Chai rman and CEO of Altria and 12 years as Pres ident and CEO of

Phi l ip Morris USA Inc. (PM USA). The company a lso have elected Dave Beran to work with Marty as Pres ident and Chief Operating

Officer. Marty and Dave have made s igni fi cant contributions in a variety of roles over the years .

7/8/13 El i Li l l y and

Company

LLY 57,665 2 El i Li l ly and Company announced that John C. Lechlei ter, Ph.D., has returned to his duties as cha irman, pres ident, and chief

executive officer. Lechlei ter has been on medical leave s ince his scheduled surgery for a di lated aorta on May 13, 2013. Lechlei ter's

surgery and recovery were successful and he has been cleared by his persona l phys ician and the company's employee health

services phys ician to return to ful l ‐time work.

11/29/11 Costco Wholesa le

Corp.

COST 51,153 4 Costco Wholesa le Corporation announced Craig Jel inek wil l become Pres ident and Chief Executive Officer, effective January 1, 2012.

6/18/13 Duke Energy

Corporation

DUK 50,281 3 Duke Energy Corporation announced that Ms. Lynn J. Good was appointed as the Pres ident and Chief Executive Officer and a

Director of Duke Energy, effective July 1, 2013. Ms. Good was Executive Vice Pres ident and Chief Financia l Officer of the Duke Energy

s ince July 2009. The company a lso announced that Mr. James E. Rogers wi l l reti re as Pres ident and Chief Executive Officer effective

July 1, 2013 and as Chairman and Director of Duke Energy when his employment agreement expires at the end of 2013.

9/23/11 Hewlett‐Packard

Company

HPQ 49,415 1 On September 22, 2011, Léo Apotheker terminated as Pres ident and Chief Executive Officer of Hewlett‐Packard Company, effective

immediately. Mr. Apotheker’s termination a lso effected the res ignation of Mr. Apotheker from the HP Board of Directors , effective

immediately. The Board elected Margaret C. Whitman as Pres ident and Chief Executive Officer of HP, effective immediately. Ms.

Whitman has served as a member of the Board of Directors of HP s ince January 2011.

2/21/12 Anadarko

Petroleum Corp.

APC 44,564 1 Anadarko Petroleum Corporation announced the trans i tion of Mr. James T. Hackett from Chairman and Chief Executive Officer of the

company to Executive Chairman on May 15, the appointment of Mr. R. A. Walker as Pres ident and Chief Executive Offi cer of the

company effective as of the Trans i tion Date, and Mr. Hackett's reti rement from employment with the company on June 4, 2013. As of

the Trans i tion Date, Mr. Hackett wi l l no longer serve as the Chief Executive Offi cer of the company, a l though he wi l l continue to

serve as the Executive Chairman and an employee of Anadarko.

2/14/13 The PNC Financia l

Services Group,

Inc.

PNC 40,287 1 PNC Financia l Services Group Inc. elected Pres ident Wi l l iam S. Demchak as director and announced that he wi l l succeed Chairman

James E. Rohr as chief executive officer. PNC expects Demchak to become pres ident and chief executive officer and Rohr to assume

the new pos ition of executive chai rman effective at the Annual Meeting of Shareholders on Apri l 23, 2013. The board acted in

response to Rohr's des ire to step down as chief executive officer at the 2013 Annual Meeting and reti re from the company and the

board next year. Prior to joining PNC, Demchak served as head of Structured Finance and Credit Portfol io for JPMorgan Chase & Co.

7/1/13 EOG Resources ,

Inc.

EOG 39,370 2 EOG Resources , Inc. announced that in connection with the promotion of Wi l l i am R. Thomas to the pos ition of Pres ident and Chief

Executive Officer on and effective July 1, 2013. On and effective July 1, 2013, the Board of EOG also appointed Mark G. Papa to the

pos i tion of Executive Chairman of the Board.

6/28/12 Lockheed Martin

Corp.

LMT 38,277 2 Lockheed Martin Corporation announced that i ts board of directors has unanimous ly voted to establ ish the new pos ition of vice

chai rman, electing Pres ident and Chief Operating Offi cer Chris topher E. Kubas ik as a board member and vice cha irman, effective

June 28, 2012. Kubas ik, 51, wi l l succeed Robert J. Stevens as CEO on Jan. 1, 2013. Subject to election by stockholders and approva l by

the board, Stevens wi l l remain cha irman through January 2014. The corporation announced the leadership trans i tion in Apri l , a lso

electing Mari l lyn A. Hewson, 58, to succeed Kubas ik as pres ident and COO. Kubas ik has served as pres ident and COO since January

2010, and he has served with Stevens in the executive offi ce of the cha irman s ince October 2011. He previous ly was executive vice

pres ident of the Electronic Systems bus iness area and, earl ier, the corporation's chief financia l officer.

9/1/11 The Bank of New

York Mellon Corp.

BK 36,275 3 The Bank of New York Mel lon Corporation announced that Gerald L. Hassel l , BNY Mel lon's pres ident and a board member s ince

1998, has been appointed cha irman and chief executive officer of the company, effective immediately. Hassel l a lso continues as

BNY Mel lon's pres ident. Robert P. Kel ly has stepped down as chairman, chief executive officer and director by mutua l agreement

wi th the board of directors , due to di fferences in approach to managing the company. Mr. Hassel l i s a lso on the Board of Directors

of Comcast Corporation. Unti l recently Mr. Hassel l cha ired the Board of Vis i tors of The Fuqua School of Bus iness at Duke Univers i ty

and now serves on the Board of Trustees of Duke Univers i ty.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


7/3/12 NextEra Energy,

Inc.

NEE 36,005 4 On June 27, 2012, the board of di rectors of NextEra Energy, Inc. approved, effective on July 1, 2012, an increase in the s ize of the

board from twelve members to thirteen members and the appointment of James L. Robo, who on that date became the company’s

chief executive officer, to fi l l the newly created di rectorship. Under the company’s corporate governance principles & guidel ines ,

i ts chief executive officer serves as a member of the board. Mr. Robo has served as pres ident and chief operating offi cer s ince

December 15, 2006. He previous ly served as pres ident of Nextera Energy Resources , LLC, s ince July 2002 and as vice pres ident,

corporate development and strategy of nee s ince March 2002. Before joining the company, Mr. Robo served in severa l executive

pos i tions of increas ing respons ibi l i ty with subs idiaries of genera l electric company. Mr. Robo wi l l continue his service as

pres ident of the company whi le serving as chief executive officer.

9/20/12 VMware, Inc. VMW 35,707 4 VMware, Inc. has appointed Pat Gels inger, currently pres ident and COO of EMC Information Infrastructure Products , as CEO of the

company, effective September 1, 2012. Mr. Gels inger wi l l succeed Paul Mari tz, who wi l l remain a board member of VMware and wi l l

take on a new technology strategis t role at EMC. Gels inger wi l l a lso be named to VMware's board of directors , effective September

1, 2012. Pat has spent 30 years at Intel before joining EMC. At Intel , Pat was senior vice pres ident and co‐general manager of Intel 's

Digi ta l Enterprise Group. Under Gels inger's leadership, that group was respons ible for Intel 's enterprise products including

cl ients (PC's ), Server, Embedded, Communications , Visua l ization and Storage products .

11/9/11 Automatic Data

Process ing, Inc.

ADP 34,976 4 Automatic Data Process ing, Inc. announced that i ts Board of Directors has promoted Carlos A. Rodriguez, the Company’s Pres ident

and Chief Operating Officer, to Pres ident and Chief Executive Officer and has elected him to the ADP Board of Directors . Mr.

Rodriguez succeeds Gary C. Butler, 65, who has reti red after 37 years at ADP. Mr. Rodriguez, 47, has been with ADP s ince 1999 and

has served as Pres ident and Chief Operating Offi cer s ince earl ier thi s year, respons ible for the Company’s day‐to‐day operations.

He had previous ly served as Pres ident of severa l key bus inesses : National Accounts Services , Employer Services Internationa l , and

Smal l Bus iness operations . Under the success ion plan previous ly establ ished by the Board of Directors , Mr. Rodriguez was to

succeed Mr. Butler upon his reti rement. Mr. Butler informed the Board of hi s decis ion to reti re as Chief Executive Officer and to

res ign from the Board.

7/25/13 Time Warner

Cable Inc.

TWC 33,739 1 Glenn A. Bri tt, Time Warner Cable's Cha irman and Chief Executive Officer, announced that he wi l l reti re at the end of 2013. The

Time Warner Cable Board of Directors , at regularly scheduled meeting, elected Robert D. Marcus , currently the company's Pres ident

and Chief Operating Officer, to succeed Bri tt as Chai rman and CEO effective January 1, 2014. Mr. Bri tt wi l l remain on the Board in a

non‐executive role at that time.

11/18/12 Il l inoi s Tool

Works Inc.

ITW 32,265 1 Il l inois Tool Works Inc. announced that i ts Cha irman & CEO David B. Speer has passed away after an i l lness . He was 61. Mr. Speer

joined ITW in 1978 and served in a number of sel l ing, marketing, and management pos i tions . In 2005, he was elected to the

pos i tion of chief executive officer and in 2006 assumed the additional respons ibi l i ties as cha irman of the board of directors . Mr.

Speer had been on medica l leave s ince October 2012. Effective immediately, E. Scott Santi , 51, has been elected chief executive

officer to succeed Mr. Speer. He has al so been elected to ITW's board of directors . Mr. Santi was elected pres ident and chief

operating officer in October. At that time, he a lso was named acting chief executive officer in l ight of Mr. Speer's medica l leave. Mr.

Santi , 51, joined ITW in 1983 and has spent his enti re career with the company. He was elected as Executive Vice Pres ident in 2004

and Vice Chairman in 2008. He a lso serves as a director of W.W. Grainger Inc. Robert S. Morrison, 70, has been elected non‐

executive cha irman of the board of directors . He was named acting non‐executive chai rman in October and has been an

independent director s ince 2003. Robert S. Morri son, 70, reti red as Vice Chairman of Peps iCo Inc., a beverage and food products

company, having served in that pos ition from 2001 to 2003.

9/17/12 Yahoo! Inc. YHOO 30,296 4 Yahoo! Inc. has appointed Marissa Mayer as pres ident, CEO and member of the board of directors . Most recently, Ms. Mayer was

responsible for Local , Maps , and Location Services for Google, the company's sui te of local and geographica l products including

Google Maps , Google Earth, Zagat, Street View, and local search, for desktop and mobi le. She serves on the board of directors of

Wal ‐Mart Stores Inc.

6/7/12 General Dynamics

Corp.

GD 29,746 1 On June 6, 2012, Genera l Dynamics Corp. announced that Jay L. Johnson, chairman and chief executive officer, has advised the

board of directors that he wi l l reti re as cha irman and chief executive officer effective December 31, 2012. In addition, on June 6,

2012, the board of directors elected Phebe N. Novakovic as Mr. Johnson’s successor. Ms. Novakovic wi l l assume the pos i tion of

chai rman and chief executive officer upon Mr. Johnson’s reti rement. Ms. Novakovic was appointed pres ident and chief operating

officer on May 2, 2012, and served as executive vice pres ident of Marine Systems from May 2010 to May 2, 2012.

12/2/11 Thomson Reuters

Corp.

TRI 29,396 NA Thomson Reuters Corporation announced the new organizationa l s tructure and leadership i t wi l l adopt as of January 1, 2012.

Thomas H. Glocer, chief executive officer of the company s ince 2001, wi l l reti re and be succeeded on January 1, 2012 by James C.

Smith, currently chief operating officer of Thomson Reuters . Mr. Smith has wide‐ranging management experience across the

organization. Prior to being appointed chief operating officer of Thomson Reuters , he served as chief executive officer for the

Profess ional divis ion, overseeing the corporation's lega l , tax and accounting, healthcare and science bus iness information

segments .

6/25/13 Carnival

Corporation

CCL 28,714 3 Carnival Corporation announced its plan to spl i t the roles of cha irman and chief executive officer. Micky Arison wi l l continue to

serve as Chairman of the Board of the company and Arnold W. Donald wi l l assume the CEO role effective July 3, 2013. Donald wi l l

lead the executive team, ini tia l ly focus ing on achieving the company's long‐term strategic goa ls whi le working directly with the

operating brand executives .

6/6/11 Covidien plc COV 28,572 2 Haemonetics Corp. announced that Richard J. Meel ia wi l l reti re as Covidien plc's Pres ident and Chief Executive Officer on July 1,

2011 to join Chai rman of the company. He wi l l remain as Non‐Executive Chairman of Covidien. Prior to serving as Covidien's Chief

Executive Offi cer, Meel ia was Pres ident and Chief Executive Officer of Tyco Heal thcare and Pres ident of Kendal Healthcare Products

Company, the foundation of both the Tyco Healthcare business and Covidien.

7/24/13 Johnson Controls

Inc.

JCI 28,106 4 Johnson Controls announced that i ts board of directors has elected Alex A. Mol inarol i , vice cha irman, to serve as the company's

next pres ident and chief executive officer effective October 1, 2013, at which time he wil l join the board of directors . Molinarol i was

a lso elected cha irman of Johnson Controls effective January 1, 2014. Mol inarol i succeeds current CEO Stephen A. Roel l . Roel l wi l l

remain cha irman unti l his planned reti rement on December 31, 2013, when he wi l l leave the board. Mol inarol i joined Johnson

Controls ' Bui lding Efficiency business in 1983. During his 30 years with the company, he has held posi tions of increas ing

responsibi l i ty and was elected a corporate officer in 2004.

3/14/12 Exelon Corp. EXC 27,122 2 Exelon Corporation and Constel la tion Energy announced that they have completed their merger. Effective immediately upon

completion of the ini tia l merger and as contemplated by the merger agreement, John W. Rowe res igned as cha irman and chief

executive officer of Exelon, and the board of Directors of Exelon appointed Chris topher M. Crane, formerly pres ident and chief

operating officer of Exelon, to the pos ition of pres ident and chief executive offi cer of Exelon.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


2/8/12 Stryker Corp. SYK 26,592 2 The Board of Directors of Stryker Corp. announced that Stephen P. MacMil lan has res igned as Chairman, Pres ident and Chief

Executive Officer for fami ly reasons , effective immediately. Curt Hartman, Vice Pres ident and Chief Financia l Officer, has been

named Interim Chief Executive Officer and Wil l iam U. Parfet, Lead Independent Director, becomes Non‐Executive Chairman. The

Board has begun a search for a permanent successor to Mr. MacMil lan and wi l l cons ider both interna l and external candidates.

Curt Hartman began his career with Stryker in 1990 and has progressed through a variety of leadership pos i tions over the last 22

years , including s ix years as Global Pres ident of Stryker Ins truments .

6/13/13 Marathon Oi l

Corporation

MRO 25,615 3 Clarence P. Cazalot, Jr, cha irman, pres ident and CEO of Marathon Oi l Corporation has elected to reti re on December 31, 2013, after

a lmost 14 years leading Marathon Oi l and 41 years in the oi l and gas industry. Cazalot wi l l continue as executive chairman through

December 31, 2013. The Marathon Oi l board of directors has elected Lee M. Ti l lman to the board of directors and to succeed Caza lot

as pres ident and CEO effective August 1, 2013. Ti l lman, most recently served as vice pres ident of Engineering for ExxonMobi l

Development Company .

8/29/12 Wel lPoint Inc. WLP 25,606 2 Wel lPoint Inc. announced that i t i s actively searching for a candidate to succeed Angela F. Bra ly as the Pres ident and Chief

Executive Officer of Wel lPoint, who has stepped down from those pos i tions immediately. In the interim, John Cannon, the

company's Executive Vice Pres ident, Genera l Counsel , Corporate Secretary and Chief Publ ic Affa i rs Officer, wi l l serve as interim

Pres ident and CEO. Wel lPoint a l so announced that Jackie M. Ward, Wel lPoint's Lead Director, has been named the Non‐Executive

Chair of the Board of Directors effective immediately.

3/13/12 CME Group Inc. CME 24,697 4 CME Group Inc. announced that Craig Donohue, the company's Chief Executive Officer s ince 2004, has informed them he wi l l s tep

down when his contract expires in December 2012. As part of the company's success ion plan, the Board has appointed Terrence

Duffy, who is currently Executive Chairman, to the expanded role of Executive Chairman and Pres ident and current Pres ident

Phupinder Gi l l to Chief Executive Officer when Donohue's contract expi res . Addi tiona l ly, the Board extended Duffy's and Gi l l 's

contract agreements . Donohue, Duffy and Gi l l , who have worked together in the Office of the CEO for the last eight years , wi l l work

together over the next several months , to effectuate an orderly leadership trans i tion.

12/19/12 SIRIUS XM Radio

Inc.

SIRI 23,427 2 On December 18, 2012, SIRIUS XM Radio Inc. entered into an amendment to the exis ting employment agreement between the

company and James E. Meyer. Pursuant to the terms of the amendment, Mr. Meyer wi l l become the company's Chief Executive

Officer, on an interim bas is , effective immediately. Mr. Meyer wi l l a l so be elected a member of the board of directors . The

amendment a lso: extends the term of his agreement to October 31, 2013; changes the date that Mr. Meyer may elect to reti re to

October 2013; and provides that i f Mr. Meyer's employment terminates after another person is appointed as the company's chief

executive officer, then Mr. Meyer wi l l be enti tled to an additional bonus to reflect hi s contributions in an amount determined by

the compensation committee. Mr. Meyer has served as the company's Pres ident, Operations and Sa les , s ince May 2004. Prior to May

2004, Mr. Meyer was Pres ident of Aegis Ventures Incorporated. From December 2001 unti l 2002, Mr. Meyer served as specia l advisor

to the Chairman of Thomson S.A. From January 1997 unti l December 2001, Mr. Meyer served as the Senior Executive Vice Pres ident

for Thomson as wel l as the Chief Operating Offi cer for Thomson Consumer Electronics . From 1992 unti l 1996, Mr. Meyer served as

Thomson's Senior Vice Pres ident of Product Management. Mr. Meyer is a director of ROVI Corporation. On December 18, 2012, Mr.

Mel Karmazin rel inquished his role as the company's Chief Executive Officer and res igned as a member of the board of di rectors .

9/21/12 Marsh &

McLennan

Companies , Inc.

MMC 22,946 2 Marsh & McLennan Companies , Inc. announced that Brian Duperreault, 65, wi l l reti re as the company's Pres ident and Chief

Executive Officer at year end. Daniel S. Glaser, 52, currently the company's Group Pres ident and Chief Operating Offi cer, has been

named Duperreaul t's successor and wi l l become Pres ident and Chief Executive Officer effective January 1, 2013. Upon his

reti rement as Pres ident and Chief Executive Officer, Mr. Duperreault wi l l a lso reti re from the company's Board of Di rectors . Glaser

wi l l join the Board as a Director effective January 1, 2013. Duperreault is an insurance industry veteran who, over the span of his

nearly 40‐year career, has held top leadership roles at the industry's most prominent fi rms .

10/25/11 American Electric

Power Co., Inc.

AEP 22,731 1 American Electric Power Co., Inc.'s Board of Directors has elected Nicholas K. Akins chief executive officer, effective November 12.

Akins , who wi l l reta in the posi tion of pres ident he has held s ince January 1, wi l l replace Michael G. Morri s when Morris reti res as

CEO November 11. Akins , 51, has also been elected to the company's Board of Directors . Morri s , who wil l be 65 on November 11, wil l

continue as executive cha irman of the company's Board of Di rectors through December 31, then serve as non‐executive cha irman of

the board. Morris joined the company January 1, 2004, as chairman, pres ident and CEO. Carl Engl i sh wi l l reti re as vice cha irman,

effective December 31.

3/21/13 CenturyLink, Inc. CTL 22,253 2 CenturyLink, Inc. announced that Jim Ous ley, Chief Executive Officer, has decided to reti re from the company effective Apri l 1. Ous ley

wi l l be replaced by Jeff Von Deylen. Deylen joined the company as CFO and was promoted to pres ident in November 2012.

7/13/11 Cummins Inc. CMI 21,926 2 Cummins Inc. announced that Tim Solso wi l l reti re as chai rman and chief executive officer at the end of the year and be succeeded

by Pres ident and Chief Operating Offi cer Tom Linebarger. Linebarger wi l l be only the s ixth executive to lead the company s ince i t

was founded in 1919. He joined the company 17 years ago and has served as pres ident of i ts Cummins Power Generation

subs idiary and as chief financia l officer.

6/28/11 Sempra Energy SRE 21,248 5 The board of directors of Sempra Energy announced that Debra L. Reed has been elected as chief executive officer of the company

and a new member of the company's board. Reed, 55, succeeds Donald E. Fels inger, who wi l l continue in the role of Sempra

Energy's executive cha irman unti l his planned reti rement at age 65 in late 2012. Neal E. Schmale, pres ident and chief operating

officer of Sempra Energy, wi l l remain in his current role unti l his planned reti rement later this year. Reed has been executive vice

pres ident of Sempra Energy s ince Apri l 2010. Previous ly, she was pres ident and chief executive officer of San Diego Gas & Electric

(SDG&E) and Southern Cal i fornia Gas Co. (SoCalGas), Sempra Energy's regulated Cal i fornia uti l i ties . She a lso served as chief

operating officer of the two uti l i ties , after being ini tia l ly appointed pres ident of SDG&E in 2000.

6/16/11 The Hershey

Company

HSY 21,236 2 The Hershey Co. announced that i t i s removing ‘interim’ from the ti tle of i ts pres ident and CEO, John P. Bi lbrey, effective

immediately, who wi l l take the reins of the company after successful run under David J. West. The company said i ts board

unanimous ly agreed to appoint Bi lbrey on a permanent bas i s . Bi lbrey, who joined Hershey in 2003, had been serving as chief

operating officer when he was named interim pres ident and CEO on May 18, 2011, after West announced plans to leave Hershey

fol lowing more than three years in the top job. West left to become CEO of Del Monte Foods Co. The company appointed John

Bi lbrey as a Director of the company, effective immediately.

1/3/12 Baker Hughes

Incorporated

BHI 20,927 3 Martin Cra ighead has assumed the role of Baker Hughes Incorporated's Pres ident and Chief Executive Offi cer. Cra ighead wi l l bui ld

upon the successful seven‐year tenure of Chad Deaton, who wi l l remain Chairman of the Board of Directors . Cra ighead, whose

tenure with the company dates back to 1986, most recently served as Baker Hughes Incorporated's Pres ident and Chief Operating

Officer s ince 2010, i ts Chief Operating Officer s ince 2009 and Senior Vice Pres ident from 2009 to 2010. As Baker Hughes

Incorporated's CEO, Cra ighead wil l oversee operations in more than 80 countries and more than 53,000 employees .




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


2/14/12 Aon Corp.; Aon

Hewitt LLC

AON 20,455 3 On February 13, 2012 Bal ji t Da i l , a named executive officer of Aon Corporation and Co‐Chief Executive Offi cer of Aon Hewitt, entered

into a separation agreement providing for the termination of his employment wi th the company effective March 31, 2012 (the

Separation Date). Mr. Da i l 's res ignation as the Co‐Chief Executive Officer of Aon Hewitt, as an officer of any other affi l i ate of the

company, and as a member of al l committees of the company, including the executive committee, is effective as of the Effective

Date and his employment with the company wil l cease effective as of the separation date. Mr. Dai l i s l eaving the company to focus

on his heal th and work‐l i fe ba lance. Aon Hewitt wi l l continue under the leadership of current Chief Executive Officer, Kri sti

Savacool .

8/9/11 PG&E Corp. PCG 20,415 2 PG & E Corp. announced that Anthony F. Earley, Jr., 62, wi l l become the company's new Chairman of the Board, Chief Executive

Officer, and Pres ident. Earley joined Detroit Edison in 1994 as Pres ident and Chief Operating Officer. He became CEO of DTE Energy

in 1998 and served in that role through 2010. Most recently, he has been DTE's Executive Chairman. DTE Energy i s one of the nation's

la rgest divers i fied energy companies . Earley's appointment is effective September 13, 2011. Interim Chairman, CEO, and Pres ident

Lee Cox wil l continue in that role unti l then and then wil l resume his role as Lead Director.

7/27/11 Becton, Dickinson

and Company

BDX 20,029 1 The Board of Directors of BD (Becton, Dickinson and Company) announced that, in accordance with i ts long‐term success ion

planning, i t has elected Vincent A. Forlenza as Chief Executive Officer and Pres ident, effective October 1, 2011. Mr. Forlenza wi l l

a lso become a member of the Board at that time. Also effective October 1, current BD Chairman and Chief Executive Offi cer Edward

J. Ludwig wi l l serve as executive Chai rman of the Board through June 2012. Mr. Forlenza , 58, joined BD in 1980. His BD career has

spanned strategic planning, marketing, general management of severa l bus iness units and executive leadership. His prior roles

include service in al l three bus iness segments (BD Medical , BD Diagnosti cs and BD Biosciences ) as wel l as in strategy

development and overseas roles .

7/19/13 SeaDri l l Limited SDRL 19,755 NA Seadri l l sa id Per Wul l f wi l l succeed Fredrik Halvorsen as CEO. Halvorsen has decided to leave Seadri l l to join Ubon Partners . Wul l f

has worked for Seadri l l s ince February 2009 as COO.

1/10/13 SunTrust Banks ,

Inc.

STI 18,594 1 SunTrust announced that Margaret Cal l ihan has been named pres ident and chief executive of SunTrust Bank Holding Company. She

succeeds James W. Rasmussen, who plans to reti re on March 31, a fter a 36‐year career with the company. Ca l l ihan, who has served

as Sarasota ‐based pres ident and chief executive of SunTrust Bank, Southwest Florida s ince 2005, wil l relocate to South Florida .

12/16/11 Vertex

Pharmaceutica l s

Incorporated

VRTX 18,495 4 Vertex Pharmaceutica l s Incorporated announced that the Board of Directors has appointed Dr. Jeffrey M. Leiden as i ts Pres ident

and Chief Executive Officer effective February 1, 2012. Dr. Leiden began his employment with the company on December 14, 2011 as

part of a trans i tion period during which he wi l l work wi th Matthew W. Emmens, i ts current Pres ident, Chief Executive Officer and

Chairman of the Board. Dr. Leiden wi l l continue to serve as a member of i ts Board, and it has agreed to elect him as Chairman of

the Board in May 2012. Matthew W. Emmens wi l l continue serving as i ts Pres ident and Chief Executive Officer unti l February 1, 2012

and plans to continue serving on i ts Board.

11/17/11 PPL Corp. PPL 18,482 3 PPL Corporation announced that James H. Mi l ler, the company's top executive s ince 2006, wi l l reti re on March 31, 2012. The company

a lso announced that, effective immediately, Wi l l iam H. Spence, PPL pres ident and chief operating officer, has been named chief

executive officer of the $17 bi l l ion, multi ‐national company. Spence a lso has been elected to PPL's board of directors . Mi l ler wi l l

continue to serve as cha irman of the board unti l his reti rement in 2012, when he wi l l leave the board. Mi l ler, 63, served as

chai rman, pres ident and chief executive officer of PPL from October of 2006 unti l July of this year when Spence was named

pres ident of the corporation.

6/3/11 Prologis , Inc. PLD 18,091 5 ProLogis and AMB Property completed their merger, forming one REIT cal led ProLogis . Under the terms of the merger, each former

ProLogis share was converted into the right to receive 0.4464 of a newly issued share of the combined company's s tock. AMB's

former CEO, Hamid R. Moghadam, and ProLogis ' former CEO, Walter C. Rakowich, were tapped as co‐CEOs of the newly combined

company through the end of 2012. After that Rakowich wi l l reti re, and Moghadam wil l serve as the sole CEO and chai rman of the

board. Fol lowing his reti rement, Rakowich wi l l serve as cha irman of the board's executive committee.

12/21/11 Ava lonbay

Communities Inc.

AVB 17,810 5 Bryce Bla i r, the Avalonbay Communities Inc.'s Chairman and Chief Executive Officer, had chosen to reti re from the role of CEO at the

end of 2011; effective on January 1, 2012, Timothy J. Naughton, the company's current Pres ident and a di rector, would assume the

additional ti tle and role of Chief Executive Officer, and effective January 1, 2012, Mr. Bla i r would remain as Chai rman of the Board

and would devote at least hal f his work time that year to AvalonBay matters .

7/29/13 HCA Holdings , Inc. HCA 17,411 1 HCA announced that Richard M. Bracken wi l l trans i tion at the end of 2013 from his role as Cha irman and CEO to Chai rman of the

Board. The Board of Directors has named R. Mi l ton Johnson, HCA's Pres ident and CFO, his successor as Chief Executive Offi cer,

effective at that same time.

7/10/13 Sprint Corporation S 17,295 5 Sprint Nextel Corporation and SoftBank Corp. announced the completion of their merger whereby SoftBank has invested

approximately $21.6 bi l l ion in Sprint, cons i sting of approximately $16.6 bi l l ion to be dis tributed to Sprint stockholders and an

aggregate $5 bi l l ion of new capita l ($1.9 bi l l ion at clos ing) to strengthen Sprint's balance sheet. Dan Hesse has been appointed

Chief Executive Officer of Sprint Corporation and wi l l serve on the board of directors . Masayoshi Son, founder, Cha irman and CEO of

SoftBank wi l l serve as Chai rman of the Sprint Corporation board of directors and Ronald Fisher, di rector of SoftBank and pres ident

of SoftBank Holdings Inc., has been appointed Vice Chai rman and as member of compensation committee.

7/25/12 Symantec Corp. SYMC 16,801 1 Symantec Corporation announced that Enrique Salem, pres ident and chief executive offi cer has stepped down effective

immediately and Symantec's board of directors has appointed Steve Bennett pres ident and chief executive officer, in addition to

his continued role as chai rman of the board.

3/11/13 Boston Properties

Inc.

BXP 16,524 5 Boston Properties Inc. announced that Owen D. Thomas wi l l succeed Mortimer B. Zuckerman as Chief Executive Officer and join the

Board of Directors , effective Apri l 2, 2013. Mr. Thomas is a seasoned industry veteran with over 25 years of rea l estate experience

and an extens ive financia l and operational background. He is currently the Chai rman of the Board of Lehman Brothers Holdings

Inc. Mr. Thomas a lso held various senior pos i tions at Morgan Stanley for over 20 years , including serving as Head of Morgan

Stanley Real Estate and as Chief Executive Offi cer of Morgan Stanley As ia Ltd.

7/11/13 McGraw Hi l l

Financia l , Inc.

MHFI 16,454 NA The McGraw Hi l l Financia l Board of Directors has elected Douglas Peterson as Pres ident and Chief Executive Officer of the

company, effective November 1, 2013. He was a lso elected a member of the company's Board of Directors , effective immediately.

Mr. Peterson is currently Pres ident of Standard & Poor's Ratings Services . He wi l l succeed Harold (Terry) McGraw III, who is currently

Chairman, Pres ident and Chief Executive Officer of the company. Doug is a seasoned executive with more than 25 years of

experience in financia l services , including as Chief Operating Officer of Citibank, N. A.

2/14/13 Coach, Inc. COH 16,252 3 Coach, Inc. announced that Victor Luis has been appointed Pres ident and Chief Commercia l Offi cer. Concurrently, he has joined the

Board of Directors . He wi l l become Chief Executive Offi cer in January 2014. Lew Frankfort wi l l continue as Cha irman and Chief

Executive Officer during this interim period and wi l l then become Executive Chairman. Victor Lui s has most recently served as

Pres ident, International Group, with overs ight for al l of Coach's bus inesses outs ide North America . He has been a member of the

company's senior l eadership team for the past seven years and has l ed Coach's success ful expans ion s trategy in As ian markets .




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


2/27/13 Vornado Real ty

Trust

VNO 16,250 4 Vornado Realty Trust announced that Michael D. Fasci tel l i has res igned as the company's Pres ident and Chief Executive Offi cer,

effective Apri l 15, 2013. Steven Roth, the company's Cha irman, was appointed by the Board of Trustees as Chief Executive Offi cer.

Mr. Roth joined Vornado in Apri l 1980 and has been Chairman of company's Board of Trustees s ince May 1989. He was Vornado's

Chief Executive Officer from May 1989 through May 2009.

6/16/13 Weyerhaeuser Co. WY 16,175 4 Weyerhaeuser Co. announced its board of directors has elected Doyle Simons pres ident and chief executive officer, effective

August 1, 2013. He wi l l be engaged as CEO Elect effective immediately. Simons succeeds Dan Fulton, who turns 65 this year and wi l l

be reti ring as planned. Effective August 1, Fulton wil l serve as executive vice cha irman of the Weyerhaeuser board of directors unti l

his reti rement in October 2013.

9/20/12 Tyco Int'l Ltd. TYC 15,804 1 On September 13, 2012, the Board of Directors of Tyco International Ltd. appointed George R. Ol iver as Chief Executive Officer, Arun

Nayar as Executive Vice Pres ident and Chief Financia l Officer, Sam Eldessouky as Senior Vice Pres ident and Chief Accounting Officer

and Brian McDonald as Executive Vice Pres ident and Chief Operating Offi cer, Insta l lation and Services . The appointments wi l l

become effective fol lowing the completion of the spin‐off of The ADT Corporation and Penta ir Ltd. from the company.

1/29/13 Chesapeake

Energy Corp.

CHK 15,175 4 Chesapeake Energy Corporation announced that i ts Co‐founder, Chief Executive Offi cer and Pres ident, Aubrey K. McClendon, has

agreed to reti re from the company on Apri l 1, 2013 and wi l l continue to serve as Chief Executive Officer unti l his successor is

appointed. Mr. McClendon has served as Chesapeake's Chief Executive Officer s ince the inception of the company in 1989 and

served as Chairman of the Board from i ts founding unti l 2012.

3/29/13 Analog Devices ,

Inc.

ADI 14,946 4 On March 29, 2013, the board of directors of Analog Devices , Inc. appointed Vincent T. Roche as Interim Chief Executive Offi cer,

pursuant to the company’s by‐l aws , fol lowing the death of Jerald G. Fishman on March 28, 2013. Mr. Roche wi l l continue to serve as

the company’s pres ident, a pos i tion he has held s ince November 2012. Previous ly, Mr. Roche was the company’s VP, sales and

strategic market segments group from 2009 to November 2012, and was the company’s VP, worldwide sales from 2001 to 2009.

9/10/12 Western Digi ta l

Corp.

WDC 14,899 1 Western Digi ta l Corp. announced that Steve Mil l igan wi l l become chief executive officer of the company on January 2, 2013,

succeeding John Coyne, who is reti ring on that same date. Mi l l igan, 49, is currently pres ident of Western Digi ta l and wi l l reta in the

ti tle of pres ident when he becomes CEO. Fol lowing Coyne's reti rement, Mi l l i gan wi l l be appointed to the Western Digi ta l board of

directors . Mi l l igan rejoined Western Digi ta l earl ier thi s year as pres ident as a result of the HGST acquis i tion. He had served as

HGST's pres ident from March 2009 to December 2009 and as i ts pres ident and chief executive offi cer from December 2009 unti l

Western Digi ta l 's acquis i tion of HGST in March 2012.

11/16/12 Nucor Corp. NUE 14,875 5 Daniel R. DiMicco, who in more than 12 years as Chief Executive Officer of Nucor Corporation announced that, he i s pass ing this

privi lege and respons ibi l i ty on to current Pres ident and Chief Operating Officer, John J. Ferriola . Ferriola wi l l fol low DiMicco as CEO

effective January 1, 2013. DiMicco wil l remain with the company as Executive Chairman.

3/1/13 Newmont Mining

Corp.

NEM 14,839 5 Newmont Mining Corporation announced that Pres ident and COO Gary Goldberg has been named Pres ident and CEO and joined the

company's board of directors , pursuant to a success ion plan announced on December 3, 2012. Prior to joining the company in

December 2011, Goldberg spent 30 years at Rio Tinto based in the US, UK and Austra l ia and served in increas ingly senior pos i tions

in i ts gold, copper, coal , and industria l mineral s bus inesses . He was Pres ident and CEO of Rio Tinto Minera ls from 2006 to 2011.

8/25/11 Xcel Energy Inc. XEL 14,778 2 Ben Fowke became chairman, pres ident and chief executive officer of Xcel Energy Inc. He succeeds Richard C. Kel ly, who announced

at the company's annual shareholder meeting in May that he would reti re in August. Fowke previous ly was pres ident and chief

operating offi cer. Before assuming his current respons ibi l i ty, Fowke, 53, held a variety of executive pos i tions at the company,

including executive vice pres ident and chief financia l officer from December 2008 to August 2009; vice pres ident and CFO from May

2004 to December 2008; vice pres ident, CFO and treasurer, October 2003 to May 2004; vice pres ident and treasurer, November 2002 to

October 2003; and vice pres ident and CFO of Energy Markets bus iness uni t, August 2000 to November 2002.

6/15/12 Mead Johnson

Nutri tion Company

MJN 14,753 4 Mead Johnson Nutri tion Company announced that i ts Pres ident and Chief Executive Officer, Steve Golsby, noti fied the Board of

Directors of his intent to reti re by the 2013 annual meeting of s tockholders . Mr. Golsby informed the Board of his intentions at the

Company's Board meeting and pledged his commitment to support the success ion plan in the months ahead. Subsequently, the

Board of Directors unanimous ly selected Kasper Jakobsen, currently Executive Vice Pres ident and Chief Operating Officer of Mead

Johnson Nutri tion, as CEO‐elect and appointed him to the MJN Board of Directors effective immediately. Mr. Jakobsen is expected

to succeed Mr. Golsby as Mead Johnson Nutri tion Pres ident and CEO upon Mr. Golsby's reti rement. Kasper Jakobsen wi l l continue

in his role as Chief Operating Officer, and the current senior leadership s tructure and reporting relationships wi l l remain in effect.

9/13/11 Boston Scienti fic

Corp.

BSX 14,693 1 Boston Scienti fic Corporation announced that i t has appointed Michael Mahoney as Pres ident of the company, effective October 17,

2011. Mahoney, Worldwide Chairman of the Medica l Device and Diagnostics Group for Johnson & Johnson, i s expected to become

Chief Executive Officer of Boston Scienti fic on November 1, 2012. As Pres ident, Mahoney's ini tia l respons ibi l i ties wi l l focus on the

overs ight of Cardiac Rhythm Management and Endoscopy, as wel l as numerous corporate functions. On August 1, 2012, Mahoney

wi l l assume respons ibi l i ty for Neuromodulation. Ray El l iott, who announced last May that he would step down as Pres ident and

CEO, wi l l do so on October 17, 2011. Hank Kucheman, currently the Executive Vice Pres ident and Group Pres ident of the Cardiology,

Rhythm and Vascular Group, Boston Scienti fi c's largest bus iness , wi l l be promoted to serve as interim CEO unti l Mahoney assumes

the role. In connection with his promotion to CEO, Kucheman wil l be appointed to the company's Board of Directors .

10/17/11 Campbel l Soup Co. CPB 14,692 3 Campbel l Soup Co.'s board of directors has elected Denise Morrison as pres ident and chief executive officer. In October 2010

Morrison was named executive vice pres ident and chief operating officer, and she was elected a director of the company in

anticipation of the appointment to the role of CEO at the beginning of fiscal 2012. She succeeds Douglas Conant, who stepped

down as pres ident and CEO in July after more than a decade in that role. He also s tepped down from company's board.

11/22/11 Mattel , Inc. MAT 14,681 3 Robert Eckert, the longtime chief executive of Mattel Inc., plans to step down from the post at the end of the year 2011. Eckert, 57,

joined the company as cha irman and CEO in May 2000 and plans to s tay on as nonexecutive chai rman.

8/18/12 Ross Stores Inc. ROST 14,671 3 On August 15, 2012, the Board of Directors of Ross Stores Inc. approved an updated long‐term success ion plan. This included the

company's entry into a new employment agreement with Michael Ba lmuth, Vice Chairman and Chief Executive Officer, extending

through May 2016. The agreement ca l l s for Mr. Ba lmuth to continue as CEO unti l June 1, 2014, at which time he wi l l cease to be the

company's Chief Executive Officer, and wi l l become Executive Chairman of the Board unti l May 31, 2016. In his new role as Executive

Chairman of the Board, Mr. Ba lmuth wi l l remain an executive officer and an employee of the company with respons ibi l i ty for

ass i sting in the trans i tion of the incoming Chief Executive Officer and advis ing senior management on s trategy.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


11/4/11 Humana Inc. HUM 14,276 5 Humana Inc. announced that, as the next s tep in the company's long‐term success ion planning process , Bruce D. Broussard has

been named Pres ident of the company, effective in December 2011. The company's success ion plan anticipates that Cha irman of

the Board and Chief Executive Officer Mike McCal l i s ter wi l l reti re as CEO in the next 12 to 18 months and that Broussard would

become CEO at that time. Broussard, 49, was Chief Executive Officer of McKesson Specia l ty Health.

4/10/12 Northeast Uti l i ties NU 13,873 3 Northeast Uti l i ties and NSTAR announced that their merger is complete, creating one of the nation's largest uti l i ties with s ix

regulated electric and natural gas uti l i ties serving 3.5 mi l l ion customers in three states . Upon the clos ing of the merger, Thomas J.

May became pres ident and CEO of the company, and Mr. Charles W. Shivery res igned as Pres ident and Chief Executive Officer of the

company and wi l l continue to serve as non‐executive Chairman of Northeast Uti l i ties for a period of up to 18 months from the

completion of the Merger. Previous ly, Mr. May served as Chairman, Pres ident and Chief Executive Officer of NSTAR.

7/1/11 AmerisourceBerge

n Corp.

ABC 13,481 1 AmerisourceBergen Corporation announced that Steven H. Col l i s , has been appointed as the Pres ident and Chief Executive Officer

of AmerisourceBergen Corporation. Col l i s succeeds R. David Yost, who reti red from his role as Chief Executive Offi cer and stepped

down from the company's Board of Di rectors , effective as of July 1, 2011. Col l i s previous ly served as Pres ident and Chief Operating

Officer, responsible for a l l Ameri sourceBergen bus iness units including AmerisourceBergen Drug Corporation (ABDC),

AmerisourceBergen Specia l ty Group (ABSG), AmerisourceBergen Consulting Services (ABCS), and Ameri sourceBergen Packaging

Group (ABPG).

12/12/12 CA Technologies CA 13,400 1 The Board of Di rectors of CA Technologies announced the unanimous election of Michael P. Gregoire, 46, as the company's new

chief executive officer, effective January 7, 2013. A 25‐year veteran of the software and IT services industries , Gregoire al so was

elected to the CA Technologies Board of Directors . He wi l l succeed Wil l iam E. McCracken, 70, who has served as CA Technologies

chief executive officer s ince January, 2010 and who is reti ring effective March 31, 2013. McCracken a lso wi l l leave the CA

Technologies Board of Directors effective January 7, 2013. Most recently, Gregoire was cha irman, pres ident and chief executive

officer of Taleo Corp. During his seven years Ta leo, Gregoire success ful ly managed an IPO in 2005 and grew revenue from $78

mi l l ion to $324 mi l l ion. Taleo was acquired early in 2012 by Oracle Corp. for nearly $2 bi l l ion. Before joining Ta leo, Gregoire spent

four years at PeopleSoft Inc.

12/13/11 Range Resources

Corp.

RRC 12,964 4 Range Resources Corporation announced several management promotions . In June, the company announced a CEO trans i tion plan

whereby Jeff Ventura , the company's current Pres ident and Chief Operating Officer wi l l assume the role of Chief Executive Officer

beginning January 1, 2012. At such time, John Pinkerton, the company's current CEO, wil l assume the pos ition of Executive Chairman.

4/2/12 Fidel i ty Nationa l

Information

Services , Inc.

FIS 12,956 2 Fidel i ty Nationa l Information Services , Inc. announced that i ts Board of Directors has elected Frank Marti re as cha irman of the

board and chief executive officer. The company a lso announced the promotion of Gary Norcross as pres ident and chief operating

officer. These changes are effective immediately. Wi l l iam P. Foley II, who has served as FIS' cha irman s ince February 2006, wi l l

continue to serve on FIS' board of directors as vice chairman. The move wi l l enable Mr. Foley to devote more time to his other

bus iness interests .

2/4/12 Micron Technology

Inc.

MU 12,903 3 Micron Technology Inc. appointed Mark Durcan as chief executive offi cer of the company, and also as a member of i ts Board of

Directors . The company also named Director Robert Switz as cha irman of the Board and Mark Adams as pres ident. The

appointments come a day after Micron's longtime Chairman and CEO Steven Appleton died in an airplane accident in Boise.

Appleton was 51 years at the time of his untimely demise. Durcan has served as pres ident and chief operating officer of Micron

s ince 2007 and earl ier served as the company's chief technology officer. He joined Micron in 1984.

8/24/12 Murphy Oi l Corp. MUR 12,828 4 Murphy Oi l Corporation has announced the appointment of Steve Cosse as pres ident and CEO, and Roger Jenkins , the company's

executive vice pres ident of exploration and production, to the newly‐created pos i tion of COO, effectively immediately. David Wood,

the company's current Pres ident, CEO and member of the Board of Directors , wi l l reti re after a 17‐year career at the company and

res ign from his director pos i tion. Steve Cosse, a current member of Murphy's Board of Di rectors , previous ly served as Executive vice

pres ident and Genera l Counsel of the Company. During his tenure at Murphy, Cosse a lso held pos i tions as Senior vice pres ident,

vice pres ident and Principal Financia l Officer. Prior to joining Murphy in 1991, Cosse served as General Counsel for Ocean Dri l l ing &

Exploration Company in New Orleans , Louis iana .

12/20/11 Charter

Communications ,

Inc.

CHTR 12,726 3 Charter Communications Inc. announced that i ts Board of Di rectors has concluded its previous ly announced CEO search process

and appointed Thomas M. Rutledge as Pres ident and Chief Executive Officer. Mr. Rutledge joins Charter immediately and wi l l

become the Pres ident and Chief Executive Offi cer effective February 13, 2012. Mr. Rutledge wi l l a lso become a member of the

Charter Board of Directors at that time. Mr. Rutledge, joins Charter from Cablevis ion Systems Corporation, where he served as Chief

Operating Officer from Apri l 2004 unti l December 2011. Mr. Rutledge wi l l succeed Michael J. Lovett, who announced in October his

plan to step down as Pres ident and Chief Executive Officer of Charter on the earl ier of Apri l 30, 2012 or when a successor was

appointed. Mr. Lovett wi l l remain in his current capaci ty unti l February 12, 2012 to ass is t Mr. Rutledge in the trans i tion to the new

role.

3/16/12 Marriott Int'l , Inc. MAR 12,669 2 Marriott International , Inc. announced that Mr. Arne Sorenson wi l l become pres ident and chief executive officer, effective from

March 31, 2012, from previous pos ition of pres ident and chief operating officer of the company.

10/26/11 Mylan, Inc. MYL 12,612 3 Mylan, Inc. announced that i ts board of directors has approved the trans i tion of Chai rman and Chief Executive Officer Robert J.

Coury into the role of executive cha irman of the board, effective as of Jan. 1, 2012. At that time, Mylan Pres ident Heather Bresch wi l l

become chief executive officer, reporting directly to the board of directors , and Chief Operating Officer Ra jiv Mal ik wi l l be promoted

to the role of pres ident. In addi tion to the promotions of Bresch and Mal ik, Harry (Ha l ) Korman, currently pres ident, North America,

wi l l be promoted to COO and Tony Mauro wi l l be promoted to pres ident, North America . Mauro also wi l l reta in his current role as

pres ident of Mylan Pharmaceutica ls . These appointments a lso are effective as of Jan. 1, 2012.

9/6/12 Entergy Corp. ETR 12,561 1 Entergy Corporation announced that J. Wayne Leonard, 61, the company's cha irman and chief executive officer, has informed the

board of directors of his deci s ion to reti re on Jan. 31, 2013. Leo Denault, 52, currently executive vice pres ident and chief financia l

officer, has been elected to succeed Leonard as cha irman and CEO at that time. Leonard is the longest serving CEO in company

his tory beginning with his election in October 1998. Andrew Marsh, 40, currently vice pres ident, sys tem planning, wi l l succeed

Denault as executive vice pres ident and CFO. Denaul t joined Entergy in 1999 as vice pres ident, corporate development.

8/19/11 The J. M. Smucker

Company

SJM 11,932 3 The J. M. Smucker Company announced that effective August 16, 2011, Timothy P. Smucker, Cha irman of the Board and Co‐Chief

Executive Offi cer of the Company, wi l l no longer serve as a Co‐Chief Executive Offi cer but wi l l continue to serve as Chai rman of the

Board of Directors of the company.

5/23/13 Forest

Laboratories Inc.

FRX 11,614 4 Forest Laboratories Inc. announced that Howard Solomon wi l l reti re as CEO and Pres ident, effective December 31, 2013. Subject to

the same nominating and election processes annual ly as al l di rectors , Mr. Solomon is expected to remain as Chai rman through

the 2014 Annual General Meeting, at which time another Cha irman wi l l be elected. Mr. Solomon wi l l reta in the ti tle of Chairman

Emeritus after the 2014 AGM and has agreed to serve as Senior Advisor to the company fol lowing his reti rement as CEO and

Pres ident. Mr. Solomon has served as CEO s ince 1977, Chai rman s ince 1998 and Pres ident s ince 2010.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


5/15/13 Eastman Chemical

Co.

EMN 11,570 2 Eastman Chemical Company announced that the board of directors has appointed executive vice pres ident Mark J. Costa as

pres ident effective immediately and chief executive officer effective January 1, 2014. The board also appointed Costa as a di rector,

effective immediately, to serve unti l the annual meeting of s tockholders in 2014. Costa, 46, currently heads the company’s

Additives & Functiona l Products and Advanced Materia ls segments and is Chief Marketing Offi cer and has respons ibi l i ty for the

company's corporate innovation organization.

11/6/12 Annaly Capi ta l

Management, Inc.

NLY 11,273 1 Annaly Capita l Management, Inc. announced that i ts Board of Di rectors has appointed Wel l ington J. Denahan‐Norris as Chairman

of the Board and Chief Executive Officer of the company. Prior to becoming Co‐Chief Executive Officer on October 8, 2012, Ms.

Denahan‐Norris was Chief Operating Offi cer and Chief Investment Officer of the company. The Board has a lso appointed Kevin G.

Keyes to serve as a member of the Annaly Board of Directors , Rose‐Marie Lyght to serve as Co‐Chief Investment Offi cer of the

company and Kris topher Konrad to serve as Co‐Chief Investment Officer of the company. Mr. Keyes was appointed Pres ident of the

company on October 8, 2012. Mr. Keyes was previous ly Chief Strategy Officer, Head of Capita l Markets and Managing Director of the

company.

11/20/12 Green Mounta in

Coffee Roasters

Inc.

GMCR 11,173 4 Green Mountain Coffee Roasters Inc. announced Brian Kel ley wi l l become Pres ident and Chief Executive Offi cer and a member of

the Board of Di rectors effective December 3, 2012. Kel ley wi l l succeed GMCR's current Pres ident and CEO, Lawrence J. Blanford, who

in February 2012 shared his plans to reti re from the company and has been working with the company's Board of Directors to

identi fy a successor. Mr. Kel ley was named Pres ident of Coca ‐Cola Refreshments in September 2012, to be effective January 1, 2013.

Lawrence J. Blanford has been Pres ident and CEO of GMCR s ince assuming the role from the Company's founder, Bob Sti l ler, in

2007.

2/7/13 Bunge Limited BG 10,999 5 Bunge Limited announced that Alberto Weisser wil l reti re as CEO effective June 1, 2013. The board of di rectors has appointed Soren

Schroder, currently CEO of Bunge North America, to succeed Mr. Weisser as CEO of the company, and expects Mr. Schroder to become

a di rector before June 1. The board a lso appointed Mr. Weisser as executive chai rman, serving unti l December 31, 2013. Mr.

Schroder leads Bunge's bus iness operations in the United States , Canada and Mexico.

7/23/13 Juniper Networks ,

Inc.

JNPR 10,984 5 Juniper Networks announced that the company's chief executive officer, Kevin Johnson, wi l l reti re once a successor is named and

that Johnson wi l l continue to serve in his current capaci ties whi le an orderly trans i tion is accompl i shed. The company's board of

directors has formed a Search Committee of independent directors to lead a comprehens ive search process to identi fy the next

CEO, and has reta ined Heidri ck and Struggles to ass is t in the process .

11/15/12 BorgWarner Inc. BWA 10,706 2 BorgWarner Inc. Board of Directors announced the appointment of James R. Verrier, 49, to pres ident and chief executive officer

effective January 1, 2013, at which time he wi l l a lso join the Board of Directors . Effective on the same date, current cha irman and

chief executive officer, Timothy M. Manganel lo, 62, wi l l continue as executive chai rman of the company unti l his planned

reti rement at the Apri l 24, 2013 annual meeting, at which time he wi l l s tep down from the Board. The Board a lso announced that at

the time of Manganel lo's reti rement, the company's present lead director, Alexis P. Michas , wi l l become non‐executive cha irman.

Verrier has held pos i tions of increas ing respons ibi l i ty during his 23 years with the company. He currently serves as pres ident and

chief operating offi cer. Previous pos i tions include pres ident and genera l manager BorgWarner Morse TEC and vice pres ident and

genera l manager BorgWarner Turbo Systems, passenger car products based in Germany.

11/30/11 CNH Global NV CNH 10,682 5 CNH Global NV announced that Pres ident and CEO, Harold Boyanovsky, wi l l reti re on Dec. 31, 2011. Chief Financia l Officer, Richard

Tobin, wi l l become Pres ident and CEO, effective Jan. 1, 2012. Cami l lo Rossotto, Treasurer and head of financia l services for Fiat

Industria l S.p.A., wi l l assume the role of Chief Financia l Officer of CNH, effective Jan. 1, 2012, whi le reta ining his current

responsibi l i ties . Richard Tobin has been Chief Financia l Officer of CNH s ince March 2010 and brings deep experience leading

multinationa l industria l companies to his new role as CEO. Mr. Tobin joined CNH from SGS Group Geneva, Switzerland, where in

June 2004 he was appointed Chief Financia l Offi cer and head of information technology.

11/20/12 SLM Corp. SLM 10,464 1 SLM Corporation announced that after service spanning more than 30 years , i ts Vice Chairman and Chief Executive Offi cer Albert L.

Lord wi l l reti re as CEO, Vice Chairman and Director, effective Dec. 31, 2013. The Board of Di rectors has appointed a search

committee to faci l i tate an effective trans i tion and cons ider identi fied interna l candidates , as wel l as qua l i fied externa l

candidates .

2/20/13 Verisk Analytics ,

Inc.

VRSK 10,313 5 Verisk Analytics , Inc. announced that Scott G. Stephenson, the current Pres ident and Chief Operating Officer, has been appointed to

the pos ition of Chief Executive Officer by the Board of Directors , effective Apri l 1, 2013. Mr. Stephenson wi l l succeed Frank J. Coyne,

who joined the company in 1999 as Pres ident and COO. Mr. Stephenson joined the company in 2001. In 2002, he was promoted to

Executive Vice Pres ident, working with the senior management team to move the bus iness to higher level s of growth and

profi tabi l i ty. Mr. Stephenson became COO in 2008, with respons ibi l i ty for the company's operating units , and was named Pres ident

in 2011.

9/30/11 Beam, Inc. BEAM 10,289 5 On September 27, 2011, Fortune Brands Inc. and Fortune Brands Home & Securi ty Inc., a whol ly‐owned subs idiary of the company,

entered into a separation and dis tribution agreement in connection with the anticipated spin‐off of Home & Securi ty from the

company. In connection with the spin‐off, each of Messrs . Bruce A. Carbonari , Norman H. Wesley, David M. Thomas and Ronald V.

Waters , II I res igned as a member of the Board of Di rectors of the Company, in each case effective immediately fol lowing the

Dis tribution. Conditioned on the completion of the spin‐off, Bruce A. Carbonari , Chai rman of the Board and Chief Executive Officer

of the Company, wi l l cease to serve in those pos i tions as of the effective date of the spin‐off, and Mr. Carbonari 's employment

wi th the company wi l l terminate effective on or around December 31, 2011.

2/15/12 Stericycle, Inc. SRCL 9,957 3 Stericycle, Inc. announced that the board of directors has unanimous ly elected Charles A. Alutto, current Pres ident of Steri cycle,

USA, to succeed Mr. Mi l ler as company's Chief Executive Officer on January 1, 2013. Mr. Mi l ler wi l l continue working at the company

in his current roles as Cha irman and CEO unti l then and as Executive Chairman beginning January 1, 2013. These changes resul t

from the company's long term executive success ion planning process . Mr. Alutto has served as Pres ident, Stericycle USA since

January 2010.

4/9/12 Avon Products Inc. AVP 9,914 4 Avon Products Inc. reported that i ts board has hired Sheri lyn S. McCoy as chief executive, as the company seeks to turnaround its

bus iness . McCoy, 53, wi l l a lso join the company's board. She has 30 years of experience with Johnson & Johnson where she served

as vice cha irman and a member of the office of the chai rman, wi th responsibi l i ty for brands l ike Neutrogena, Aveeno and

Lubriderm. Current chairman and CEO Andrea Jung wi l l continue to serve the company as executive cha irman once McCoy assumes

the CEO position on Apri l 23, 2012.

8/20/12 Best Buy Co. Inc. BBY 9,805 1 Best Buy Co. Inc. has appointed Hubert Joly as the company's Pres ident and Chief Executive Offi cer and a member of i ts Board of

Directors . Joly is expected to step into his role as Pres ident and Chief Executive Officer in early September when his visa is

secured. Joly wi l l succeed Mike Mikan, a member of the Board of Directors who has served as CEO (interim) s ince Apri l . Mikan wi l l

continue to be the interim CEO unti l Joly's s tart date. Fol lowing that, Mikan wi l l continue to serve on the Board, where he wi l l take

the pos ition of chai rman of the Audit Committee.

4/19/13 Rockwel l Col l ins

Inc.

COL 9,522 1 Rockwel l Col l ins announced that Cha irman and CEO Clay Jones has informed the company's board of directors of his plans to reti re

as CEO effective July 31, 2013 after almost 34 years of service. Rockwel l Col l ins Pres ident Kel ly Ortberg is expected to succeed Jones

as CEO at that time. Ortberg was appointed pres ident of Rockwel l Col l ins in September 2012. He previous ly served as executive vice

pres ident and chief operating officer of Government Systems.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


7/1/11 Hol lyFrontier Corp. HFC 9,276 1 Hol ly Corp. and Frontier Oi l Corp. completed their mul ti ‐bi l l ion dol lar merger on July 1, 2011. The new company, Hol lyFrontier

Corporation, began l is ting shares immediately under ticker symbol HFC on the New York Stock Exchange. Hol lyFrontier wi l l be

based in Dal las , with Frontier CEO Mike Jennings taking the same post and former Hol ly CEO Matthew Cl i fton moving to executive

chai rman of the board. Hol lyFrontier ul timately may integrate i ts Tulsa operations with the El Dorado, Kan., refinery. The Tulsa

plants produces more immediate feedstock than it has process ing capabi l i ty for, whi le El Dorado has strong downstream finishing

capaci ty.

9/6/11 The AES Corp. AES 9,256 1 On September 4, 2011, the board of directors of The AES Corporation accepted the res ignation of Paul Hanrahan as Pres ident, Chief

Executive Officer and director of the company, effective from September 30, 2011. Hanrahan’s employment with the company is

expected to continue unti l November 30, 2011, during which time he wi l l continue to ass is t with activi ties related to his trans i tion

from Pres ident, Chief Executive Officer and director of the company and also consider other opportuni ties to ass is t the company

that may arise during that period. In connection with his res ignation, on September 4, 2011. On September 4, 2011, the board

appointed Andres R. Gluski as Pres ident and Chief Executive Officer of AES, effective from September 30, 2011. Gluski has been an

Executive Vice Pres ident and COO of the company s ince March 2007. On September 4, 2011, the board appointed Gluski as a member

of the Board, effective September 30, 2011.

10/1/12 Molson Coors

Brewing Company

TAP 9,096 3 Molson Coors Brewing Company has appointed a new chief executive to head its Canadian operations whi le merging i ts U.K.

bus iness with the recently acquired StarBev. Stewart Glendinning, who currently heads the U.K. and Ireland divis ion and was

globa l former chief financia l officer, wi l l replace Dave Perkins in January. Perkins is reti ring after more than three years at helm of

Molson Coors Canadian operations and 30 years in the beer industry.

12/27/12 Calpine Corp. CPN 8,948 5 On December 21, 2012, the Board of Directors Ca lpine Corp. approved an amendment, effective December 21, 2012 to the executive

employment agreement, dated August 10, 2008, by and between the company and Jack A. Fusco. The Fusco amendment extends the

current term of the Fusco agreement through December 31, 2015. Mr. Fusco has served as the company's Pres ident and Chief

Executive Offi cer s ince August 2008 when he joined the company. Effective December 21, 2012, Mr. Fusco res igned as the company's

Pres ident, and wi l l continue to serve as the company's Chief Executive Officer and a member of the Board through the company's

annual meeting of shareholders in May 2014(the Ini tia l Term). Immediately fol lowing the Ini tia l Term, Mr. Fusco wi l l res ign as the

company's Chief Executive Officer and continue to be employed as the company's Executive Chairman through the remainder of the

Extended Term.

4/11/12 Quest Diagnostics

Inc.

DGX 8,919 1 Quest Diagnostics Inc. announced that pursuant to the terms of the letter agreement dated October 21, 2011, effective Apri l 30,

2012, Surya N. Mohapatra, Ph.D., wi l l terminate as Chairman of the Board, Pres ident and Chief Executive Officer of Quest

Diagnosti cs Incorporated. Pursuant to the terms of Dr. Mohapatra 's employment agreement with the company, Dr. Mohapatra has

res igned from the company's Board of Directors , effective Apri l 30, 2012. On Apri l 9, 2012, the Board of Directors of the company

elected Stephen H. Rusckowski as Pres ident and Chief Executive Officer, effective May 1, 2012. Mr. Rusckowski has served as

Executive Vice Pres ident of Roya l Phi l ips Electronics N.V., a member of the Phi l ips Executive Committee and Chief Executive Officer

of Phi l ips Healthcare s ince November 2006. On Apri l 9, 2012, Mr. Rusckowski was elected a director of the company effective May 1,

2012, pursuant to the terms of the Employment Agreement.

4/25/12 Akamai

Technologies , Inc.

AKAM 8,322 3 Akamai Technologies , Inc. announced that pres ident and CEO Paul Sagan wi l l trans i tion out of the role by the end of next year.

Sagan has been CEO of the company s ince 2005. He was original l y appointed pres ident of Akamai in 1999, a ti tle he re‐took in

October after the res ignation of David Kenny.

12/20/12 Tractor Supply

Company

TSCO 8,295 4 James F. Wright, the current Chai rman and Chief Executive Officer of Tractor Supply Company has been appointed Executive

Chairman of the company's Board of Directors , effective December 20, 2012. In addition, Gregory A. Sandfort wi l l assume the role of

Pres ident and Chief Executive Officer and be appointed to the company's Board of Directors effective December 20, 2012. Mr.

Sandfort, age 57, has served as Pres ident and Chief Operating Officer of the company s ince February 2012. Mr. Sandfort served as

Pres ident and Chief Merchandis ing Officer of the company from February 2009 unti l February 2012, and prior to that time served as

Executive Vice Pres ident‐Chief Merchandis ing Officer of the company s ince November 2007.

9/9/11 Lam Research

Corp.

LRCX 7,888 3 Lam Research Corporation announced that the company’s Board of Directors has appointed Martin B. Ansti ce to chief executive

officer (CEO), effective January 1, 2012. Anstice succeeds Stephen G. Newberry, who wi l l continue serving as vice cha irman, an

executive pos ition with the company, after his trans i tion as CEO. Ansti ce wi l l a lso maintain his current role as pres ident and chief

operating officer.

5/8/12 CBRE Group, Inc CBG 7,866 4 CBRE Group Inc. announced that i ts chief executive officer Brett White wil l reti re from his pos ition, effective December 31, 2012, and

Robert Sulenti c, who currently serves as CBRE's Pres ident, wi l l succeed White as of that date. As Pres ident, Sulentic has had direct

responsibi l i ty for al l the company's bus iness l ines and operating segments s ince 2009. He also served as Chief Financia l Officer in

2009, during the depth of the financia l cris i s , and before that, as Group Pres ident with respons ibi l i ty for the EMEA, As ia Paci fi c and

Development Services businesses .

8/13/12 Varian Medica l

Systems Inc.

VAR 7,857 3 Varian Medical Systems Inc. announced that Timothy E. Guertin has declared his intention to reti re as the company's Pres ident and

CEO at the end of the company's current fiscal year on September 28, 2012. Varian's Board of Directors has elected Dow R. Wi lson,

53, the company's current Executive Vice Pres ident and Chief Operating Offi cer, to become Varian's Pres ident and CEO upon

Guertin's reti rement. The board a lso appointed Guertin, 62, as i ts vice chairman and appointed Wilson to the board, both effective

as of September 29, 2012. Guertin wi l l continue as a non‐executive employee of the company unti l hi s reti rement in February 2013.

Wi lson assumed respons ibi l i ty for al l of Varian's bus inesses upon his appointment as Chief Operating Officer in October of 2011.

9/19/11 Newel l

Rubbermaid Inc.

NWL 7,795 2 Newel l Rubbermaid Inc.'s board of directors has appointed Michael Polk as pres ident and chief executive officer. Polk succeeds

Mark Ketchum, who is reti ring but intends to remain a director unti l the company's next board elections in May 2012. Most recently

Polk served as pres ident of globa l foods , home and persona l care at Uni lever.

8/9/11 Pa l l Corp. PLL 7,768 2 Pal l Corp. announced that Larry Kings ley has been unanimous ly elected pres ident and chief executive officer, effective October 3,

2011. He wi l l a lso be elected a director after he joins the company. Mr. Kings ley, 48, currently chairman of the board, pres ident and

chief executive officer of IDEX Corporation, wil l succeed Eric Krasnoff who announced his intention to reti re earl ier 2011. Prior to his

role with IDEX Corporation, Mr. Kings ley held management pos itions of increas ing respons ibi l i ty with Danaher Corporation,

Kol lmorgen Corporation and Weidmul ler Incorporated. Mr. Kings ley a lso serves on the boards of Cooper Industries , PLC. and

severa l non‐profi t organizations in the greater Chicago area. He wil l be relocating to the New York area later this year.

3/19/13 Electronic Arts Inc. EA 7,699 3 Electronic Arts Inc. announced that John Ricci tiel lo to step down as CEO and board member March 30, 2013, Cha irman Larry Probst,

ex‐EA CEO, named executive cha irman to lead executive team.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


4/2/12 Celanese Corp. CE 7,515 2 Celanese Corporation announced that Mark C. Rohr has assumed the roles of cha irman and chief executive officer. Rohr was

named by the Celanese Board of Directors in November 2011 to succeed David Weidman, who officia l ly reti red. He wi l l continue

engaging with customers and other key stakeholders through aggress ive outreach including a corporate blog, mobi le appl ications

and new websi te to be introduced later 2012. Rohr, a member of Celanese's Board of Directors s ince 2007, previous ly held the

pos i tions of chief executive officer and cha irman of Albemarle Corporation, as wel l as executive chai rman of i ts Board. He wi l l be

based at Celanese's corporate headquarters in Dal las , Texas .

6/11/13 PetSmart, Inc. PETM 7,469 1 Bob Moran, Chairman and Chief Executive Officer, wil l not s tand for election as a director at the company's 2013 Annual Stockholder

Meeting. David Lenhardt, current Pres ident and Chief Operating Officer, wi l l become the Chief Executive Officer of PetSmart at that

time.

10/21/11 Rayonier Inc. RYN 7,419 5 Rayonier Inc. announced Paul G. Boynton wi l l succeed Lee M. Thomas as chief executive officer effective Jan. 1, 2012. Thomas wi l l

continue to serve as cha irman unti l his reti rement in May 2012, at which time Boynton wi l l assume the role of chai rman in

addition to the roles of CEO and pres ident. Thomas joined Rayonier's board of di rectors in 2006 and was named chairman and CEO

in 2007. During his tenure, Rayonier has been one of the top performing companies in the forest products industry, wi th record

earnings and cash flows supporting three dividend increases. Boynton was elected to Rayonier's board of di rectors in February

2011 and to his current pos ition in October 2010 after serving as executive vice pres ident, Forest Resources and Real Estate.

8/14/12 Airgas , Inc. ARG 7,400 2 Airgas , Inc. elected company founder Peter McCaus land as Executive Chairman of the Board, and Michael L. Mol inini as Pres ident

and CEO.

12/17/12 Garmin Ltd. GRMN 7,212 1 Garmin Ltd. announced that effective January 1, 2013 the board of directors has appointed Cl i fton Pemble to the pos i tion of

pres ident and CEO, succeeding co‐founder, Dr. Min Kao. Pemble, who joined Garmin in 1989 as one of the company's fi rs t

engineers , has been serving as pres ident and chief operating officer s ince October 2007, and has been a member of the Garmin

Ltd. board of directors s ince August 2004. Dr. Kao wi l l assume the role of executive chairman, where he wi l l continue to serve as

the cha irman of the board of directors whi le a lso providing ongoing support to the company's s trategic planning and bus iness

development processes .

4/10/13 IHS Inc. IHS 7,165 4 IHS Inc. announced its long‐term planned management success ion, with current Pres ident and Chief Operating Offi cer Scott Key

assuming the role of Pres ident and Chief Executive Officer effective June 1, 2013. Jerre Stead, current Cha irman and Chief Executive

Officer, wi l l become Executive Chai rman, a lso effective on June 1, 2013. Scott Key has served as Pres ident and Chief Operating

Officer of IHS s ince January 2011. Prior to joining IHS in 2003, Key served as a senior executive in energy technology and services .

3/16/12 Computer Sciences

Corp.

CSC 7,106 1 Computer Sciences Corporation announced that Mike Lawrie wi l l officia l ly begin his post as the company's pres ident and chief

executive officer on March 19, 2012. Lawrie, who has been a member of CSC's board of di rectors s ince February 7, 2012 succeeds

Michael W. Laphen, who wi l l reti re as the company's cha irman, pres ident and chief executive officer on March 19, 2012. Prior to CSC,

Lawrie was chief executive officer of Misys plc from November 2006 to January 2012. Lawrie a lso served as the executive chairman

of Al lscripts ‐Misys Healthcare Solutions Inc. from October 2008 to August 2010. Prior to that, Lawrie was a general partner with

ValueAct Capita l from 2005 to 2006. He also served as chief executive officer of Siebel Systems Inc. from 2004 to 2005. Previous ly,

Lawrie spent 27 years with IBM where he held various leadership pos itions

8/24/11 Masco Corp. MAS 6,891 4 On August 19, 2011, Anthony F. Earley, Jr. advised the Pres ident and Chief Executive Offi cer of the Masco Corporation that, in

connection with his upcoming appointment as the Chairman, CEO, and Pres ident of PG&E Corporation, the parent company of

Ca l i fornia uti l i ty Paci fi c Gas & Electric, he intends to step down from the Company's Board of Directors . The Company and Mr. Earley

are working together to assure a smooth trans i tion as Mr. Earley concludes his Board service with the Company. A date for Mr.

Earley's res ignation from the Board has not yet been determined.

9/21/12 Universa l Health

Services Inc.

UHS 6,846 1 Universa l Heal th Services Inc. announced that September 21, 2012 wi l l be the last day on the job for Ken Rivers , CEO of Universa l

Hea lth Services Inc. Rivers i s l eaving to become pres ident and CEO of Hol lywood Presbyterian Medica l Center in Los Angeles .

7/28/11 VeriSign, Inc. VRSN 6,826 1 The company announced that Mark McLaughl in submitted his res ignation to become the CEO of a private company. His las t day

with the company wi l l be August 25, 2011. Mark concluded his board service at the regularly scheduled board of directors meeting

on July 27, 2011 and res igned as pres ident and chief executive officer effective August 1, 2011. Jim Bidzos , Veris ign's founder and

previous CEO, wil l become the pres ident and chief executive officer effective August 1, 2011.

7/31/11 Fortune Brands

Home & Securi ty,

Inc.

FBHS 6,759 4 Fortune Brands Inc. announced the Boards of Fortune Brands Home & Securi ty, the standalone publ ic companies to resul t from the

planned separation of i ts bus inesses . David Thomas , the lead director of Fortune Brands and the former cha irman and chief

executive officer of IMS Health Incorporated, wi l l be the non‐executive cha irman of the board of Fortune Brands Home & Securi ty,

the spin‐off company. Thomas has served on the board of Fortune Brands s ince 2000 and as lead director s ince 2007. Chris Klein

wi l l be CEO of Fortune Brands Home & Securi ty. Fortune Brands is targeting completion of the separation plan early in the fourth

quarter.

2/20/13 ResMed Inc. RMD 6,583 1 ResMed Inc. announced that effective March 1, 2013, Michael Farrel l wi l l succeed Dr. Peter C. Farrel l as ResMed's chief executive

officer (CEO) and be appointed to its board of directors . Robert Douglas wi l l become ResMed's pres ident and chief operating

officer (COO). Current CEO, cha irman of the board and founder, Dr. Farrel l , wil l become executive chairman. Together, Mr. Farrel l and

Mr. Douglas wi l l compri se the office of the CEO and Dr. Farrel l wi l l work together with them on an as ‐needed bas is through the

end of calendar year 2013, when he wil l trans i tion to non‐executive chairman.

5/2/12 Genworth

Financia l Inc.

GNW 6,548 2 Genworth Financia l Inc. announced that Michael D. Frai zer, the company's cha irman and chief executive officer, has res igned. The

Board has named Martin P. Klein acting chief executive officer and James S. Riepe non‐executive cha irman of the Board. Klein has

been chief financia l offi cer s ince May 2011, and he remains in this pos i tion. Riepe, a Genworth director s ince March 2006, has

been the lead director s ince February 2009. Klein previous ly served as a managing director and senior relationship manager of

Barclays Capita l . Prior to that, Klein served as a managing director and head of the Insurance and Pension Solutions Groups at

Lehman Brothers , and as pres ident of Lehman Re. Riepe i s a reti red vice cha irman and a senior advisor at T. Rowe Price Group Inc.

8/29/11 Cimarex Energy Co. XEC 6,543 3 Cimarex Energy Co. announced that i ts Board of Directors has implemented its success ion plan and has named Thomas E. Jorden

as Pres ident and Chief Executive Officer, and a lso appointed Joseph R. Albi as Executive Vice Pres ident and Chief Operating Offi cer.

F.H. Merel l i , currently Cha irman, Pres ident and Chief Executive Officer, wi l l remain Chairman of the Board of Directors and wi l l

focus on the long‐term strategy. The trans i tion wi l l be effective September 30, 2011. Mr. Jorden and Mr. Albi wi l l a lso become

members of Cimarex's Board of Directors .




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


4/25/12 Torchmark Corp. TMK 6,529 1 Torchmark Corp. announced changes to the company's executive leadership team. Effective June 1, 2012, Chairman and Chief

Executive Officer Mark S. McAndrew, with 32 years of service to Torchmark, wi l l s tep down as Chief Executive Offi cer. Mr. McAndrew

wi l l continue to serve in an executive capaci ty as Cha irman of the Board of Directors . The Torchmark Board of Directors has

unanimous ly appointed Gary L. Coleman, currently Torchmark's Executive Vice Pres ident and Chief Financia l Officer, and Larry M.

Hutchison, currently Torchmark's Executive Vice Pres ident and Genera l Counsel , as co‐Chief Executive Officers , effective June 1,

2012.

7/19/12 Everest Re Group

Ltd.

RE 6,419 1 Everest Re Group Ltd. announced that Joseph Taranto wi l l s tep down as i ts chief executive officer, effective January 1. Dominic

Addesso, pres ident, wil l succeed Taranto.

12/6/12 Hubbel l Inc. HUBB 6,319 2 On December 4, 2012, the Board of Di rectors of Hubbel l Inc. appointed Mr. David G. Nord to the pos i tion of Pres ident and Chief

Executive Officer and as a director of the company, effective January 1, 2013. Mr. Nord succeeds Mr. Timothy H. Powers , the

company's current Cha irman and Chief Executive Officer, as the company's Chief Executive Officer. Mr. Powers wi l l continue to serve

as Chairman of the Board. The Board a lso appointed Mr. Nord to the Finance Committee and Executive Committee of the Board,

effective January 1, 2013. Mr. Nord has served as the company's Pres ident and Chief Operating Officer s ince June 6, 2012, and prior

to that was the Senior Vice Pres ident and Chief Financia l Officer s ince September 2005. Before joining the company, Mr. Nord spent

nearly 10 years at United Technologies holding several senior leadership pos i tions, including Vice Pres ident‐Finance and Chief

Financia l Officer at Hamil ton Sunstrand Corporation, a United Technologies company.

6/24/13 Ulta Sa lon,

Cosmetics &

Fragrance, Inc.

ULTA 6,305 5 Ulta Sa lon, Cosmetics & Fragrance, Inc. announced that i ts Board of Directors has unanimous ly appointed Mary Di l lon as Chief

Executive Offi cer and a member of the Board of Directors , effective July 1, 2013. Interim Chief Executive Officer Dennis Eck wi l l s tep

down from his role at that time. Di l lon joins Ulta Beauty from U.S. Cel lular, where she served as Pres ident and Chief Executive

Officer and a Director s ince June 2010.

1/2/13 Safeway Inc. SWY 6,283 1 Safeway Inc. announced that Steve Burd, i ts long‐time Chairman and Chief Executive Officer, wi l l reti re as Chief Executive Officer

and as a director at the company's annual stockholders meeting on May 14, 2013.

2/2/12 Urban Outfi tters

Inc.

URBN 6,163 2 Urban Outfi tters Inc. announced the appointment of Tedford Marlow as Chief Executive Officer, Urban Outfi tters Group, effective

February 6, 2012. In this new role, Mr. Marlow wi l l be respons ible for the Urban Outfi tters brand global ly. Prior to reti ring in 2010,

Mr. Marlow spent nine years as Pres ident of the Urban Outfi tters brand.

7/18/13 Hologic Inc. HOLX 6,058 4 Hologic Inc. announced that Jack W. Cumming has been named Pres ident and Chief Executive Offi cer, effective immediately. Mr.

Cumming joined the company in 2001 and served as Chief Executive Officer from 2001 to 2009. Mr. Cumming succeeds Robert A.

Cascel la , who has stepped down for persona l reasons. Mr. Cascel la wi l l serve as an advisor to the company through the end of

November 2013.

2/28/13 Groupon, Inc. GRPN 5,889 4 Groupon, Inc. announced a leadership change in which Executive Chairman Eric Lefkofsky and Vice Chai rman Ted Leons is have

been appointed to the newly created office of the Chief Executive, effective immediately, replacing Andrew Mason. Lefkofsky and

Leons is wi l l serve in this role on an interim bas is . The board has commenced a search for a new Chief Executive.

1/21/12 Al l iant Energy

Corp.

LNT 5,857 3 Al l iant Energy Corporation's Chai rman and Chief Executive Officer Wi l l i am D. Harvey announced his intent to reti re from the

company effective March 31, 2012. Harvey has spent 25 years wi th Al l iant Energy, and its predecessor WPL Holdings , and has served

as Cha irman and CEO for the last s ix yearsThe Board of Directors appointed Patricia L. Kampl ing, 52, to succeed Harvey. Kampl ing

was a lso appointed as a member of the Board of Directors effective January 20, 2012. Kampl ing wi l l become Chief Executive Offi cer,

Pres ident and Chai rperson of the Board of Al l iant Energy, effective Apri l 1, 2012. Kampl ing joined the company in 2005 and is

currently the Pres ident and Chief Operating Officer. She served as Chief Financia l Officer from January 2009 to February 2011, as

Treasurer from January 2007 to January 2009 and Vice Pres ident of Finance from July 2005 to January 2007. Prior to joining Al l iant

Energy, Kampl ing spent over 20 years serving in various finance, regulatory, and engineering posi tions at ComEd and other

subs idiaries of Exelon Corporation.

10/7/11 Gannett Co., Inc. GCI 5,814 2 Gannett Co., Inc. announced that Cra ig A. Dubow, chairman and chief executive officer, has res igned due to disabi l i ty. Dubow had

taken a leave of absence on September 15 to address continuing issues relating to prior medical conditions . Marjorie Magner, an

independent director s ince 2006 who has been chairman of the audit committee, has been named non‐executive chai rman of the

board. Gracia C. Martore, pres ident and chief operating officer, who has been serving as principa l executive officer whi le Mr.

Dubow was on medical leave, has been named pres ident and chief executive officer and joined Gannett's Board of Directors .

Magner is Managing Partner of Brysam Globa l Partners , a private equity fi rm investing in financia l services fi rms with a focus on

consumer opportunities in emerging markets . Magner left Ci tigroup in 2005 after 18 years , most recently as Cha irman and CEO of

the Global Consumer Group. She i s a lso a director of Accenture Ltd. and Al ly Financia l Inc.

10/10/11 Harris Corp. HRS 5,768 1 Harris Corp. announced that i ts Board of Di rectors has appointed Wi l l iam M. Brown pres ident and chief executive officer effective

November 1, 2011. The Board expects to appoint Brown, 48, to the Board of Directors at i ts December 2011 meeting. Brown succeeds

Howard L. Lance, who has served as CEO s ince January 2003. Mr. Lance announced in May 2011 his intention to reti re when a

successor was named. Mr. Lance, 55, wi l l continue to serve as chai rman, pres ident and CEO through October 31, 2011, and wi l l then

serve as non‐executive cha irman of the Board unti l December 31, 2011. The Board expects to name Brown to the combined

chai rman and CEO role at a later date. Brown joins Harris from United Technologies Corporation, where he held several senior

leadership roles s ince he joined the company in 1997.

5/24/12 Synopsys Inc. SNPS 5,594 3 Synopsys Inc. announced that Cha irman of the Board and CEO Aart de Geus and Pres ident and COO Chi ‐Foon Chan wi l l become co‐

CEOs, effective immediately. Appointing Dr. Chan as co‐CEO formal ly recognizes the contributions he has made in co‐leading

Synopsys for more than 10 years . Drs . de Geus and Chan wi l l continue to share respons ibi l i ty for managing the company, and the

organizationa l s tructure and respons ibi l i ties wi l l remain the same. Chan joined Synopsys in 1990 as vice pres ident of appl ications

and services from NEC Corporation USA, where he was general manager of the microprocessor group.

8/10/11 Lear Corp. LEA 5,458 3 On August 10, 2011, Lear Corp. announced that the Board of Directors of the company has elected Matthew J. Simoncini as the new

Chief Executive Offi cer and Pres ident of the company, effective September 1, 2011. Mr. Simoncini has a lso been appointed as a

director of the company, effective September 1, 2011, for a term ending at the 2012 annual meeting of s tockholders of the company.

Mr. Simoncini replaces Robert E. Ross i ter, who wi l l res ign as Chief Executive Offi cer and Pres ident and a director of the company on

September 1, 2011. Mr. Ross i ter wi l l continue as an employee of the company in a trans i tion and advisory role unti l May 31, 2012.

Mr. Simoncini , age 50, currently serves as the company’s Senior Vice Pres ident and Chief Financia l Officer, a pos i tion he has held

s ince October 2007.

9/14/12 Omnicare Inc. OCR 5,456 2 Omnicare Inc. announced that i ts Board of Directors has appointed John L. Workman as the Chief Executive Officer of the Company,

effective September 11, 2012. Mr. Workman was also appointed to serve on the Board of Directors as of such date. Mr. Workman,

age 61, has served as Interim Chief Executive Officer of the Company s ince June 2012. He has served as Chief Financia l Officer of

Omnicare s ince November 2009 and was appointed to the addi tiona l posi tion of Pres ident of the Company in February 2011.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


4/23/12 Colfax Corp. CFX 5,373 3 Colfax Corporation announced that Board member Steven E. Simms has been named Chief Executive Officer. Clay Kiefaber, who has

been serving as Pres ident and Chief Executive Officer, has been named Chief Executive Officer of Col fax's ESAB bus iness , which i t

recently acqui red in the acquis i tion of Charter Internationa l . Simms has more than 20 years of senior executive experience at

globa l corporations . He spent 11 years from 1996 to 2007 in increas ingly senior pos i tions at Danaher. He was most recently an

Executive Vice Pres ident at Danaher.

3/7/13 Nationa l Fuel Gas

Company

NFG 5,330 4 National Fuel Gas Company announced that at i ts AGM held on March 7, 2013, the board of directors of the company elected

Ronald J. Tanski as Chief Executive Offi cer. David F. Smith was elected to the posi tion of Executive Chairman of the Board. In June

2010, he was named Pres ident and COO of National Fuel Gas Company, and he wi l l continue to serve as Pres ident. Smith joined

National Fuel in 1978 and had been CEO s ince 2008.

8/16/12 MDU Resources

Group Inc.

MDU 5,287 5 MDU Resources Group Inc. pres ident and chief executive officer Terry D. Hi ldestad announced he intends to reti re on January 3,

2013 after a 38‐year career with the company. The board of directors unanimously elected David L. Goodin, to succeed Hi ldestad as

pres ident and chief executive officer effective January 4, 2013. He wi l l become a member of the corporation's board of directors at

the same time. Goodin currently i s pres ident and chief executive officer of MDU Resources ' four uti l i ty bus inesses that col lectively

serve nearly 1 mi l l ion customers ‐‐ Montana ‐Dakota Uti l i ties Co., Great Pla ins Natura l Gas Co., Cascade Natural Gas Corporation

and Intermounta in Gas Company. The company a lso announced that J. Kent Wel l s wi l l become a member of the board of directors

in January and wi l l serve as vice chairman. Wel ls , who wi l l report directly to Goodin, is pres ident and chief executive officer of

Fidel i ty Exploration & Production Co., MDU Resources ' oi l and natural gas production bus iness .

12/12/11 Axis Capi ta l

Holdings Limited

AXS 5,285 1 Axis Capita l Holdings Ltd. announced that John R. Charman wi l l reti re as chief executive officer and pres ident effective May 3, 2012,

the date of the company's 2012 annual genera l meeting of shareholders . Mr. Charman wi l l be succeeded by Albert Benchimol , who

wi l l become chief executive officer and pres ident, a lso effective May 3, 2012. Mr. Benchimol currently serves as the company's chief

financia l officer and as a member of i ts executive management committee. Mr. Benchimol wi l l be appointed to the board of

directors effective January 1, 2012. Prior to joining the company, Mr. Benchimol served as executive vice pres ident and chief

financia l officer at PartnerRe Ltd. In 2007, he took on the additional role of CEO of PartnerRe Ltd's . Capita l Markets Group.

8/29/12 Sealed Air Corp. SEE 5,268 1 Sealed Air Corporation announced that i ts Chief Executive Offi cer, Wi l l iam V. Hickey, has advised its Board of his intention to reti re

in March 2013. In connection with the trans i tion, the Board of Di rectors has elected him Chair of the Board effective September 1,

2012. Mr. Hickey wi l l continue to serve as Chief Executive Offi cer of the company but wi l l no longer hold the ti tle of Pres ident. The

Board s imultaneously elected Jerome A. Peribere Pres ident and Chief Operating Officer of Sea led Air and appointed him as a

director of the company effective September 1, 2012. As Pres ident and Chief Operating Offi cer, Mr. Peribere wi l l report to Mr. Hickey

and be responsible for the company's operating bus inesses , supply cha in network and new technology development. In March

2013 upon Mr. Hickey's reti rement, Mr. Peribere wi l l assume the Chief Executive Officer pos i tion, and Mr. Hickey wi l l s tep down as

Chair of the Board but wi l l continue to serve as a director of the Company. Jerome Peribere, age 58, i s a 35‐year veteran of The Dow

Chemica l Company who has worked throughout the world in a variety of leadership roles . He was most recently Pres ident and

Chief Executive Officer of Dow Advanced Materia ls , a $12 bi l l ion revenue unit of Dow serving customers in more than 130 countries .

3/14/13 Joy Global , Inc. JOY 5,173 4 Joy Globa l , Inc. announced that Michael W. Sutherl in, Pres ident and Chief Executive Officer, has set plans to reti re at the end of

this year. In accordance with the company's success ion plan, the board has des ignated Edward (Ted) L. Doheny II, currently

Pres ident and Chief Operating Officer of the Underground Mining Equipment divis ion, to succeed Mr. Sutherl in. The trans i tion in

responsibi l i ties to Mr. Doheny wi l l be completed by December 2013 immediately fol lowing publ ication of the Company's fi sca l

2013 ful l year resul ts . Mr. Doheny has served as Executive Vice Pres ident of Joy Global and as Pres ident and COO of the

Underground Mining Equipment divi s ion s ince 2006.

2/22/12 SAIC, Inc. SAI 5,113 2 SAIC, Inc.'s Board of Directors announced that John P. Jumper wi l l succeed Walter P. Havenstein as chief executive officer on March

1, 2012. Jumper joined SAIC's board as Director in June, 2007. From September 2001 to November 2005, Jumper was the Chief of Staff

of the United States Air Force, serving as the most senior uni formed Air Force officer respons ible for the organization, tra ining and

equipping of active‐duty, guard, reserve and civi l ian forces serving in the United States and overseas . Havenstein, who has led the

company s ince September of 2009, announced his reti rement in October, 2011. Jumper, who wi l l remain a member of SAIC's Board

of Directors , reti red from the Uni ted States Air Force in 2005 after nearly 40 years of service.

7/4/11 Avnet, Inc. AVT 5,090 1 Avnet Inc. announced that i t has appointed Rick Hamada as i ts chief executive officer (CEO), succeeding Roy Val lee who wi l l

continue to serve as executive cha irman of the company's board of di rectors . The company said Hamada's trans ition to CEO,

announced earl ier 2011, became effective wi th the beginning of Avnet's fi sca l year 2012. Hamada has served as the company's

chief operating officer (COO) s ince July 2006 and has been directly respons ible for the company's two operating groups , Electronics

Marketing and Technology Solutions , as wel l as globa l logis tics operations , information technology, operational excel lence and

bus iness innovation. He joined the company in 1983 as a technica l support specia l i s t and has s ince taken on key leadership

responsibi l i ties in sales , marketing and bus iness development, including global pres ident of Technology Solutions s ince January

2002.

10/26/12 MSC Industria l

Direct Co. Inc.

MSM 5,076 3 MSC Industria l Direct Co. announced Erik Gershwind wi l l take over as CEO on January 1, 2013. Gershwind, 41, who is currently

pres ident and chief operating officer, wi l l succeed David Sandler, 55. Gershwind was named chief operating officer in October

2009. Sandler was named CEO in 2005. He wil l become executive vice chairman of the board unti l at l east 2017.

6/14/11 Jarden Corp. JAH 5,071 2 Jarden Corporation announced that James E. Li l l ie was named Chief Executive Offi cer, effective immediately. Martin E. Frankl in,

formerly Cha irman and Chief Executive Officer of Jarden Corporation, wi l l serve as Executive Chai rman, overseeing corporate

strategy, including growth ini tiatives , corporate cul ture and phi losophy. As Chief Executive Officer, Mr. Li l l ie wi l l be respons ible for

managing the day‐to‐day operations of the bus iness and wi l l continue to work wi th Mr. Frankl in and Mr. Ian Ashken, Jarden's Vice

Chairman and Chief Financia l Officer, to focus on driving cons is tent, profi table growth across a l l of Jarden's bus iness segments . In

addition, Mr. Li l l ie wi l l be joining the Board of Directors . Al l three executives wi l l continue to operate under what has been known

within the Company as the Office of the Chai rman.

7/19/11 Albemarle Corp. ALB 5,024 4 Albemarle Corp. announced the promotion of Luther C. Kissam to the pos i tion of Chief Executive Officer, effective September 1,

2011. Mr. Kissam joined Albemarle in September 2003 as Vice Pres ident, Genera l Counsel and Corporate Secretary and served as

Senior Vice Pres ident, Manufacturing and Law, and Corporate Secretary from January 2008 unti l his promotion to Pres ident in March

2010. Prior to joining Albemarle, Mr. Kissam served as Vice Pres ident, Genera l Counsel and Secretary of Meri sant Company, having

previous ly served as Associate General Counsel of Monsanto Company. Mr. Rohr, who has served as Chief Executive Officer s ince

2002 and Chairman s ince 2008, wil l continue as executive Chairman of the Albemarle Board of Directors .

3/16/12 Panera Bread Co. PNRA 4,904 4 Panera Bread Co. has announced that founder and executive chairman, Ron Shaich, and pres ident and chief executive officer, Bi l l

Moreton, wi l l become co‐CEOs, effective immediately. Effective March 15, 2012, each individua l 's formal ti tle wi l l be as fol lows:

Ron Shaich, Chairman of the Board and co‐CEO; Bi l l Moreton, Pres ident and co‐CEO.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


8/9/11 IDEX Corp. IEX 4,882 1 IDEX Corporation announced the promotion of Andrew Si lverna i l to the posi tion of Chief Executive Officer, effective August 10, 2011,

succeeding Larry Kings ley who indicated his plans to leave IDEX to assume the posi tion of Chief Executive Officer of Pal l

Corporation. Mr. Si lverna i l was a lso appointed to the company's board of directors , effective August 10, 2011. Mr. Si lverna i l joined

IDEX in January 2009, and most recently held the posi tion of Vice Pres ident and Group Executive, leading three of the company's

bus iness segments , Health & Science Technologies , Dispens ing, and Fire & Safety/Divers i fied Products .

3/7/13 Level 3

Communications ,

Inc.

LVLT 4,826 5 The company announced that i ts chief executive officer, James Q. Crowe, has informed the Board of Directors of his intention to

trans i tion out of his pos i tion as CEO by the end of 2013. Consequently, the board has formed a Trans i tion Planning Committee to

ass i st i t with the process of identi fying and selecting a new chief executive officer, and with the planning for the leadership

trans i tion. The timing of the trans i tion i s subject to change at the Board’s discretion in consul tation with Mr. Crowe.

7/27/12 Lincoln Electric

Holdings Inc.

LECO 4,798 3 Lincoln Electric Holdings Inc. announced that John M. Stropki , Jr., 61, who has been Chairman, Pres ident and Chief Executive Officer

s ince 2004, wi l l become Executive Chairman of the Board, and Chri stopher L. Mapes , 50, wi l l be named Pres ident and Chief

Executive Officer of the company, both effective December 31, 2012. Mr. Mapes has been serving as Chief Operating Officer of the

company s ince September 1, 2011, and has been a member of the Board of Directors s ince February 2010. Mr. Mapes started his

career with Genera l Motors and has more than 25 years of progress ive executive experience with globa l industria l manufacturing

and dis tribution companies .

2/15/13 Flowers Foods ,

Inc.

FLO 4,779 4 Flowers Foods , Inc. announced that i ts board of directors has elected Al len L. Shiver pres ident and chief executive officer effective

May 22, 2013, the date of the company's annual shareholders ' meeting. Shiver has 33 years of service wi th the company and

currently serves as pres ident. George E. Deese, current cha irman of the board and chief executive offi cer, has been elected

executive chai rman of the board effective the same date.

9/28/12 UGI Corp. UGI 4,768 4 UGI Corp. announced that Lon R. Greenberg intends to reti re as Chief Executive Offi cer in the spring of 2013. Mr. Greenberg wi l l

continue to serve UGI as non‐executive Chairman of i ts Board of Directors . Mr. Greenberg wi l l a lso continue to serve as non‐

executive Chairman of the Boards of Di rectors of AmeriGas Propane Inc. and UGI Uti l i ties Inc. John L. Walsh, UGI's Pres ident and

Chief Operating Officer, wi l l be named Pres ident and Chief Executive Officer of UGI upon Mr. Greenberg's reti rement. Mr.

Greenberg, 62, has been UGI's Chief Executive Officer s ince 1995 and Chairman of i ts Board of Directors s ince 1996. Mr. Walsh, 57,

has been Pres ident and Chief Operating Officer of UGI Corporation s ince 2005. Mr. Walsh also serves as a Director of UGI

Corporation and as Vice Chai rman of the Boards of Directors of both AmeriGas Propane Inc. and UGI Uti l i ties Inc.

1/8/13 Sears Holdings

Corp.

SHLD 4,686 3 Sears Holdings Corporation announced that Louis J. D'Ambros io wi l l s tep down as Chief Executive Officer for fami ly hea lth matters

at the end of the company's fi sca l year on February 2, 2013. Edward S. Lampert wi l l then assume the role of CEO of the company, in

addition to his role as Cha irman of the Board of Di rectors . Mr. D'Ambros io wi l l remain on the Board unti l the company's next

annual meeting of s tockholders to be held in May 2013 and wil l be ava i lable to ass is t with a smooth trans i tion.

4/30/13 BOK Financia l

Corp.

BOKF 4,671 2 BOK Financia l Corporation Pres ident and Chief Executive Stan Lybarger wi l l res ign at the end of 2013. Two poss ible replacements

were named ‐ Senior Executive Vice Pres idents Steve Bradshaw and Dan El l inor. Lybarger sa id the company wi l l announce a

successor this summer, with the new CEO taking the reins in 2014.

6/12/12 Tenet Healthcare

Corp.

THC 4,654 2 Tenet Healthcare Corp. announced that Saint Francis Hospita l ‐Bartlett appointed Jeremy Clark as i ts new chief executive offi cer.

Clark joined the 156‐bed acute care hospita l located in Bartlett, Tenn., on June 11, 2012. Clark previous ly served as vice pres ident

and chief of s taff to Trevor Fetter, Tenet's pres ident and CEO. As chief of staff, Clark ass is ted in strategy development and led

projects on behal f of the senior leadership team. Clark succeeds Kem Mul l ins , who qui t earl ier this year to join Wel lStar Hea lth

System in Atlanta .

10/18/12 Jabi l Ci rcui t Inc. JBL 4,560 2 Jabi l Ci rcui t Inc. announced that i ts Cha irman of the Board, Wi l l iam D. Morean, wi l l not stand for re‐election to the Board at the

company's annual meeting of shareholders in January 2013. The Board a lso announced that i t anti cipates that current Pres ident &

Chief Executive Officer Timothy L. Main wi l l be appointed Chairman immediately fol lowing Morean's departure. Main wi l l remain

Pres ident & CEO unti l March 2013 as part of a planned and orderly executive success ion. In addition, the Board announced that

Chief Operating Officer Mark T. Mondel lo was nominated to stand for election to join the Board of Directors in January 2013 and

wi l l succeed Main as CEO in March 2013. Wi l l iam E. Morean and James Golden founded the electronics assembly repa ir bus iness

in 1966 in Detroit, Michigan, combining thei r fi rs t names to create the name Jabi l . Bi l l took over the company in 1978.

9/20/11 Alkermes plc ALKS 4,549 4 On September 16, 2011, in connection with the bus iness combination agreement between Alkermes Inc., Elan Corporation, plc and

various corporate enti ties related to Elan, the business of Alkermes and the drug technologies bus iness of Elan (EDT) were

combined under Alkermes plc (f/k/a Antler Science Two plc), such combination referred to as the Merger. Pursuant to the Bus iness

Combination Agreement and as of the Effective Time, Richard F. Pops was appointed Chief Executive Officer.

4/26/13 FLIR Systems, Inc. FLIR 4,530 3 Earl Lewis has announced his intention to reti re as Pres ident and Chief Executive Officer of the company effective May 19, 2013. He

wi l l assume a senior advisor role to the company to aid in the trans i tion and wi l l remain Chairman of the Board of Directors of

FLIR. Mr. Andrew C. Teich, currently Pres ident of the company's Commercia l Systems divis ion, wi l l assume the pos itions of

Pres ident and Chief Executive Officer of FLIR upon Mr. Lewis 's reti rement. Teich has been pres ident of the Commercia l Systems

divis ion s ince January 2010. He joined Fl i r in 1999.

5/6/13 Ares Capita l Corp. ARCC 4,408 1 Ares Capita l Corporation announced that i ts board of directors has promoted its Pres ident, Michael J. Arougheti , to Chief Executive

Officer, and four longstanding executives of i ts investment adviser, Ares Capita l Management LLC, to offi cer roles within Ares

Capita l Corporation. Mr. Arougheti served as the Pres ident of Ares Capita l Corporation s ince i ts IPO in 2004 unti l his promotion to

Chief Executive Officer and has served as a director s ince 2009.

10/29/11 Nabors Industries

Ltd.

NBR 4,378 1 On October 28, 2011, Nabors Industries Ltd. announced that the Board of Directors has appointed Anthony G. Petrel lo as Chief

Executive Offi cer of the company. Mr. Petrel lo has served as a Director and as Pres ident and Chief Operating Officer of Nabors s ince

1991 and as Deputy Chai rman s ince 2003. He wi l l serve as Pres ident and Chief Executive Offi cer, and wi l l continue in his roles as a

Director and Deputy Chairman. Eugene M. Isenberg, who served as Chairman of the Board and Chief Executive Officer s ince 1987,

wi l l continue to serve as the Chai rman of the Board of Directors .

9/11/12 Legg Mason Inc. LM 4,351 2 Legg Mason Inc. announced that Mark R. Fetting, Chai rman and Chief Executive Officer, has decided to step down effective October

1, 2012 and wi l l remain as a consultant to the company through year end. Lead Independent Director W. Al len Reed wi l l become

Non‐Executive Chairman and Joseph A. Sul l i van, Head of Global Dis tribution, wi l l become Interim Chief Executive Officer. Sul l i van

has over three decades of experience in the investment management and capita l markets industry. He has served as Head of

Globa l Dis tribution at Legg Mason. Previous ly, he held senior pos i tions at Legg Mason Wood Walker, Da in Bosworth and Piper

Jaffray. W. Al len Reed has been a director of Legg Mason s ince 2006. He previous ly served as Chairman, Pres ident and CEO of

General Motors Asset Management Corporation and Chairman and CEO of Genera l Motors Trust Bank, N.A. Mr. Reed has more than

35 years of experience in the asset management industry, having served as the financia l officer respons ible for employee benefi t

fund investments at Genera l Motors , Del ta Air Lines and Hughes Electronics .




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


12/12/12 CBOE Holdings ,

Inc.

CBOE 4,317 3 CBOE Holdings , Inc. announced that Trans i tion Agreement wi th Wi l l iam J. Brodsky, the company's Cha irman and Chief Executive

Officer, under which Mr. Brodsky wi l l s tep down as Chief Executive Offi cer as of the close of bus iness on the date of the company's

2013 Annual Meeting of Stockholders and, i f re‐elected as a di rector by the company's stockholders , wi l l serve as Executive

Chairman of the Board of Directors of the company. On the same date, the company and CBOE entered into an Amended and

Restated Employment Agreement with Edward T. Ti l ly, the company's Pres ident and Chief Operating Officer, under which Mr. Ti l ly

wi l l become Chief Executive Offi cer at the Trans i tion Time. Also on the same date, the company agreed to appoint Edward L.

Provost, the company's Executive Vice Pres ident and Chief Bus iness Development Officer, as the company's Pres ident and Chief

Operating Offi cer effective at the Trans i tion Time.

6/1/12 Hi l l shi re Brands

Company

HSH 4,316 1 On May 31, 2012, the Board announced that i t intends to appoint Sean M. Connol ly, Todd Becker, and El len L. Brothers as directors

of Sara Lee, effective immediately upon and subject to, the consummation of the Spin‐Off. Messrs . Connol ly and Becker and Ms.

Brothers wi l l each be appointed with a term expiring at Sara Lee’s 2012 annual meeting of stockholders . Sean Connol ly, age 46,

wi l l become Chief Executive Officer of Sara Lee, effective immediately upon, and subject to, the consummation of the Spin‐Off. Mr.

Connol ly has served as an Executive Vice Pres ident of Sara Lee Corporation and as Chief Executive Offi cer of Sara Lee’s North

American operations s ince January 2012.

8/9/12 E*TRADE Financia l

Corp.

ETFC 4,269 4 E*TRADE Financia l Corporation announced that i ts board of directors has appointed Frank J. Petri l l i to serve as interim Chief

Executive Officer, effective immediately. Mr. Petri l l i 's appointment fol lows the departure of Steven J. Freiberg. In conjunction with

announcement on August 9, 2012, Rodger Lawson has been appointed as Lead Independent Director to serve as a representative

for the non‐management directors . Mr. Petri l l i , who has served on E*TRADE's Board s ince January 2012, wil l remain as Chairman.

12/12/12 Endo Health

Solutions Inc.

ENDP 4,241 1 The company announced that David P. Holveck Pres ident and Chief Executive Officer wi l l reti re in 2013. He wi l l continue to serve in

his present pos i tions unti l the earl ier of his successor being in place or the May 2013 annual meeting of Endo shareholders .

Holveck wi l l a lso leave the Board at such time.

10/7/11 Nationstar

Mortgage

Holdings Inc.

NSM 4,179 4 On October 7, 2011, Nationstar Mortgage LLC announced certa in changes to Nationstar's executive management team. Tony Barone,

Nationstar's prior Chief Executive Officer and a member of the Board of Directors , wi l l now serve as Chai rman of the Board. Jay Bray,

Nationstar's Pres ident and Chief Financia l Officer, wi l l become Nationstar's Chief Executive Officer, effective immediately. Mr.

Barone wi l l ass is t Mr. Bray during a trans i tion period by providing guidance on strategy and ass i stance with growth in servicing

and originations .

5/15/12 Alaska Air Group,

Inc.

ALK 4,169 1 Alaska Ai rl ines Pres ident Brad Ti lden becomes chief executive offi cer of Alaska Air Group, Inc. and Alaska Airl ines , Inc. and

Hori zon Air Industries , Inc. at the company's annual shareholder meeting. Ti lden, a 21‐year veteran at Alaska Air Group, succeeds

Bi l l Ayer, who served as CEO s ince 2002. As CEO, Ti lden oversees Alaska Airl ines , and Horizon Ai r. Ti lden, 51, retains his role as

pres ident of Alaska Ai rl ines whi le Ayer remains Air Group's cha irman of the board as part of a trans i tion plan announced in

February. Ti lden joined Alaska Airl ines from Price Waterhouse in 1991.

5/4/12 First Solar, Inc. FSLR 4,145 1 Firs t Solar, Inc. announced that James Hughes has been appointed Chief Executive Officer. Hughes succeeds Mike Ahearn, Fi rs t

Solar's founder and Chai rman, who has been serving as interim CEO s ince Oct. 2011. Hughes joined Fi rs t Solar in March as Chief

Commercia l Officer. Ahearn wi l l continue in his role as Cha irman of the Board. Before joining Firs t Solar, he served as the CEO of

AEI.

7/19/12 Triumph Group,

Inc.

TGI 4,115 4 Triumph Group, Inc. announced that Jeffry D. Frisby has been named Chief Executive Officer of Triumph by the company's Board of

Directors , succeeding Richard C. Il l . Mr. Il l wi l l remain as Chairman. Mr. Frisby joined the company in 1998 as Pres ident of Frisby

Aerospace, Inc. upon its acquis i tion by Triumph. In 2000, he became Group Pres ident of the Triumph Control Systems Group and

was la ter named Group Pres ident of the Triumph Aerospace Systems Group upon i ts formation in Apri l , 2003.

5/3/13 Dun & Bradstreet

Corp.

DNB 4,100 1 Dun & Bradstreet Corp. announced that Sara Mathew has informed the Board of Directors of her intention to reti re as Chairman

and Chief Executive Officer by May 2014. The Board has engaged Spencer Stuart, a nationa l ly recognized executive recrui ting fi rm, to

advise on this matter and wil l cons ider both interna l and external candidates for thi s pos ition.

5/15/13 RenaissanceRe

Holdings Ltd.

RNR 3,931 1 Kevin J. O'Donnel l , current Pres ident and Globa l Chief Underwriting Officer of RenaissanceRe Holdings Ltd., has been appointed

Chief Executive Officer and Director, effective July 1, 2013. Mr. O'Donnel l joined RenaissanceRe in 1996 as an Internationa l and

Ceded Reinsurance underwriter and has served in pos i tions of increas ing leadership s ince that time. Mr. O'Donnel l previous ly

served as Pres ident of RenaissanceRe Holdings Ltd.

7/19/11 AptarGroup, Inc. ATR 3,884 3 Peter Pfei ffer has advised the Board of his deci s ion to reti re effective December 31, 2011. Mr. Pfei ffer intends to continue to serve

as a director of AptarGroup. The Board has selected Stephen J. Hagge, AptarGroup's Executive Vice Pres ident and Chief Operating

Officer, to succeed Mr. Pfei ffer as Pres ident and CEO effective January 1, 2012. Mr. Hagge has been the company's Chief Operating

Officer s ince January 1, 2008 and served as Chief Financia l Officer from 1993 to 2008.

12/3/12 Sonoco Products

Co.

SON 3,872 2 Sonoco Products Co. announced that M. Jack Sanders wi l l become pres ident and chief executive officer of the company, effective

Apri l 1, 2013, when Harris E. DeLoach Jr., reti res as an active employee after more than 27 years wi th Sonoco. Sanders were elected

to Sonoco's Board of Directors , effective immediately, increas ing the board to 13 members . Sanders is currently pres ident and chief

operating offi cer of Sonoco and has globa l leadership, sa les and operating respons ibi l i ty for a l l of the company's divers i fied

packaging bus inesses . Prior to assuming his current pos i tion, Sanders served as the executive vice pres ident of Sonoco's Globa l

Consumer businesses . DeLoach is currently chairman and chief executive officer and has served as CEO since July 2000. He has

been a member of Sonoco's Board of Di rectors s ince 1998 and chairman of the Board of Directors s ince 2005 and wi l l remain its

executive cha irman fol lowing his reti rement on March 31, 2013. In addition to the Sonoco Board of Directors , DeLoach currently

serves on boards of Duke Energy and Mil l iken & Company as wel l as a trustee of the Duke Endowment and The Palmetto Insti tute

Board. He a lso has served on the boards of di rectors of severa l other publ ic companies and cha ired numerous bus iness and

industry associations .

5/28/13 Health

Management

Associates Inc.

HMA 3,866 2 Health Management Associates Inc.'s Board of Directors announced that Gary D. Newsome wi l l reti re as Pres ident, Chief Executive

Officer and member of the Board of Di rectors , effective July 31, 2013. Mr. Newsome wi l l continue to lead the company unti l his

reti rement and the Board has ini tiated a search for a new Chief Executive Officer.

6/5/12 Freesca le

Semiconductor,

Ltd.

FSL 3,815 2 Freesca le Semiconductor Holdings I, Ltd. named Gregg A. Lowe pres ident and CEO of the company, effective immediately. Mr. Lowe

comes to Freesca le from Texas Instruments where he served as senior vice pres ident and manager of the Analog bus iness . Mr.

Lowe joined TI's field sa les organization in 1984, wi th responsibi l i ty for growing the company's bus iness with automobi le

manufacturers . In 1990, he moved to Germany to lead the European automotive sa les force, managing teams and customer

relationships in France, Germany, Ita ly, England and Spain.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


10/9/12 AO Smith Corp. AOS 3,757 4 AO Smith Corp. board of di rectors announced Paul W. Jones wi l l trans i tion from chairman and chief executive officer to executive

chai rman of the corporation, effective Jan. 1, 2013, at which time, Aji ta G. Rajendra wi l l assume the role of pres ident and chief

executive officer. In this newly created role, Jones wi l l continue to lead the company's Board of Directors as the executive

chai rman and wi l l remain actively involved in the company's strategy development, mergers and acquis i tions , investor relations,

and developing executive talent for the Mi lwaukee‐based water technology company. Ra jendra , who is currently pres ident and

chief operating officer, wi l l assume the role of chief executive and have respons ibi l i ty for s trategy development and

implementation, profi tabi l i ty, and shareholder returns for the company which has nearly $2 bi l l ion in sa les , 17 manufacturing

operations , and more than 10,500 employees worldwide.

3/19/13 First Niagara

Financia l Group

Inc.

FNFG 3,748 3 Firs t Niagara Financia l Group announced that i ts Board of Directors , at i ts regularly scheduled March 19 meeting, appointed Gary

M. Crosby to serve as interim Pres ident and Chief Executive Officer. Mr. Crosby currently is Executive Vice Pres ident and Chief

Adminis trative and Operations Officer of Fi rs t Niagara . The appointment of Mr. Crosby fol lows the mutual ly agreed upon departure

of John R. Koelmel , as Fi rs t Niagara's Pres ident, Chief Executive Officer and Board member, effective immediately. Crosby joined

Firs t Niagara in 2009, and has served as i ts Executive Vice Pres ident and Chief Adminis trative and Operating Officer.

7/16/12 Gardner Denver

Inc.

GDI 3,739 1 Gardner Denver Inc. announced that Barry Pennypacker has res igned as pres ident, chief executive officer and director. The company

appointed Vice Pres ident and Chief Financia l Officer Michael Larsen as i ts interim CEO, effective immediately. Further, the

company sa id that Diane Schumacher wi l l continue to serve as board cha irperson and wi l l actively ass is t Larsen during the

trans i tion period. Meanwhi le, the nominating and corporate governance committee of the board of di rectors wi l l oversee the

search for the next CEO. Prior to joining Gardner Denver, Larsen served as chief financia l officer for General Electric Water & Process

Technologies . His previous experience includes more than 15 years with General Electric Co. (GE). The new CEO Larsen sa id he

accepts the role with the clear goal of continuing to move the company forward by executing Gardner Denver's lean strategy for

profi table growth.

11/16/12 Sirona Dental

Systems Inc.

SIRO 3,736 2 Sirona Denta l Systems Inc. announced that effective February 20, 2013, Jeffrey T. Slovin wi l l be promoted to Chief Executive Offi cer.

Mr. Slovin, wi l l succeed Jost Fischer. As of February 20, 2013, Mr. Fischer wi l l reti re and rel inquish his pos i tions as CEO and

Chairman of the Board. Thomas Jetter, a current member of Si rona's Board of Di rectors , wi l l assume the role of Non‐Executive

Chairman of the Board upon Mr. Fi scher's reti rement. Slovin, has served as Sirona's Pres ident s ince September 20, 2010 and, prior

to that time, as Executive Vice Pres ident and Chief Operating Officer of U.S. Operations . Jetter, has served as a Director s ince Apri l

2010 and is currently a member of the Nominating and Corporate Governance Committee of Sirona 's Board of Directors . From Apri l

1995 to March 2008, Dr. Jetter was a Partner at Permira GmbH. Berthan, has been promoted to Executive Vice Pres ident of Si rona.

Berthan joined the company as a Vice Pres ident in September 2012. Prior to joining Sirona, Mr. Berthan served at Demag Cranes AG.

2/22/12 Great Pla ins

Energy

Incorporated

GXP 3,725 1 Great Pla ins Energy Incorporated and Kansas City Power & Light Company announced that Cha irman and Chief Executive Officer

Michael J. Chesser has informed the Board of Directors of his decis ion to reti re as Chief Executive Officer of Great Pla ins Energy and

KCP&L, effective May 31, 2012. In order to ensure a smooth trans i tion, Chesser wi l l remain as a member of the Board of Directors

and serve as i ts Chairman. He has served as Chairman and Chief Executive Officer s ince 2003. The Board has selected Terry

Bassham, Pres ident and Chief Operating Officer, to succeed Chesser as Chief Executive Officer. Bassham, 51, joined the company in

2005 as Executive Vice Pres ident and Chief Financia l Offi cer. He has served as a member of the Board s ince September 2011.

1/20/12 American Eagle

Outfi tters , Inc.

AEO 3,710 1 American Eagle Outfi tters , Inc. announced the res ignation of O'Donnel l as CEO and as Member of the Board Effective from January

28, 2012. On January 18, 2012, the company determined to change the pos i tion of Jay L. Schottenstein from that of a Non‐Executive

Chairman to Executive Chairman of the Board of Di rectors effective January 30, 2012. In thi s new pos ition, Mr. Schottenstein wi l l

devote substantia l additiona l time to the company's bus iness to work with and advise the company's new Chief Executive Offi cer,

Robert L. Hanson. On January 18, 2012, the company's Board elected Robert L. Hanson to serve as a Class III di rector effective

January 30, 2012 unti l the 2013 Annual Meeting of Stockholders . Mr. Hanson fi l l s the vacancy created when Mr. O'Donnel l res igned

from the Company's Board.

12/3/12 MICROS Systems,

Inc.

MCRS 3,701 4 MICROS Systems, Inc. announced that i ts Board of Directors has elected Peter Al tabef to succeed A.L. "Tom" Giannopoulos as

MICROS' Pres ident and Chief Executive Officer, effective January 2, 2013. Giannopoulos , who has served as the company's CEO since

1993, wi l l continue his duties as executive chairman of the company during the period of his employment, which extends to June

30, 2014. After Giannopoulos reti res , the Board intends to appoint a non‐executive independent cha irperson. The Board has also

expanded from 6 to 7 directors , and Mr. Altabef wi l l be appointed a director, effective January 2, 2013. Altabef served as Pres ident

and Chief Executive Officer of Perot Systems from 2004 unti l 2009, when Perot Systems was acquired by Del l , Inc. Al tabef served as

Pres ident of Del l Services unti l his departure in 2011.

10/21/11 Dri l ‐Quip, Inc. DRQ 3,685 2 Dri l ‐Quip, Inc. announced that J. Mike Walker has reti red and is s tepping down from his pos i tions as Chai rman of the Board and

Chief Executive Officer and as a member of the Board effective immediately. As a result of Mr. Walker's reti rement, the board of

directors has appointed John V. Lovoi as Chairman of the Board, Blake T. DeBerry as Pres ident and Chief Executive Offi cer, and

James A. Gariepy as Senior Vice Pres ident and Chief Operating Officer, effective immediately. Mr. DeBerry was a lso appointed as a

member of the board of directors to replace Mr. Walker. Mr. DeBerry, 51, has been an employee of the company s ince 1988 and has

held a number of management and engineering pos itions in the company's domestic and international offices .

8/10/12 Brookdale Senior

Living Inc.

BKD 3,671 4 Brookdale Senior Living Inc. announced that Chief Executive Officer Bi l l Sheri ff has provided notice to the Board of Directors of his

intent to reti re after 28 years wi th the company and its predecessors . Mr. Sheri ff, wi l l continue his service as CEO unti l a successor

is named and the trans i tion process i s complete. Fol lowing the trans i tion, he wi l l continue to serve the company as a Board

member and as a consultant pursuant to the terms of his exis ting employment agreement. The Board has formed a search

committee to ass is t i t wi th the search for a new CEO and has retained an international ly recognized executive recruiting fi rm. The

Board intends to cons ider both interna l and external candidates .

4/8/13 J. C. Penney

Company, Inc.

JCP 3,633 4 On Apri l 8, 2013, J. C. Penney Company, Inc. announced that Ron Johnson is s tepping down and leaving the company as Chief

Executive Officer and a member of the Board of Directors . Mr. Johnson’s departure is not the resul t of any disagreement with the

company or the Board of Di rectors on any matter relating to the company’s operations , pol icies or practi ces . On Apri l 8, 2013, the

company announced that Myron E. Ul lman, II I , 66 wi l l serve as the company’s Chief Executive Officer, effective immediately. Mr.

Ul lman previous ly served as Cha irman of the Board and Chief Executive Officer of the company from 2004 – November 2011 and as

Executive Chai rman of the Board from November 2011 – January 2012.

5/22/12 Val idus Holdings ,

Ltd.

VR 3,583 1 Val idus Holdings , Ltd. announced the appointment of Kean Driscol l as Chief Executive Officer. Currently he i s the chief underwriting

officer of the company. Jeff Clements , head of U.S. property and specia l ty underwriting, has been appointed as chief underwriting

officer of the company.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


11/19/12 Spiri t AeroSystems

Holdings , Inc.

SPR 3,580 1 Spiri t AeroSystems Holdings , Inc. announced that i ts Pres ident and Chief Executive Officer, Jeffrey L. Turner has advised its Board of

his intention to reti re in early 2013, after the Board has had an opportunity to conduct a search for and hire a new CEO. Turner wi l l

continue to serve as Pres ident and CEO unti l his successor takes office. The Board convened a specia l CEO search committee

comprised of Spiri t Board members Robert Johnson, Tawfiq Popatia , Francis Raborn, Paul Fulchino and Ronald Kadish to begin the

CEO search process , targeting qual i fied interna l and external candidates .

4/22/13 Crane Co. CR 3,529 1 Crane Co. announced that Eric C. Fast, Chief Executive Officer, wi l l reti re from the company in January 2014. He wi l l be succeeded by

Max H. Mitchel l , currently Pres ident and Chief Operating Offi cer. Mr. Mitchel l , 49, joined Crane in 2004 as Vice Pres ident of

Operationa l Excel lence, was promoted to Pres ident of Fluid Handl ing in 2005, became Executive Vice Pres ident and Chief Operating

Officer in May 2011, and was appointed Pres ident of Crane Co. in January 2013.

7/22/13 Hexcel Corp. HXL 3,505 5 Hexcel Corporation announced that, effective August 1, 2013, Mr. Nick L. Stanage is appointed Pres ident & Chief Executive Officer of

Hexcel Corporation and wi l l join the Board of Directors . Mr. David E. Berges is appointed Executive Chai rman of the Board unti l his

reti rement on December 31, 2013, and then wi l l provide advisory services for one year. Mr. Stanage, 54, joined Hexcel in 2009 as

Pres ident and was appointed Chief Operating Offi cer in May 2012.

4/4/12 The Babcock &

Wilcox Company

BWC 3,472 2 The Babcock & Wilcox Company announced that E. James (Jim) Ferland, 45, has been appointed as Pres ident and Chief Executive

Officer, effective Apri l 19, 2012. Mr. Ferland wi l l succeed Brandon C. Bethards, 64, who wi l l s tep down as Pres ident and Chief

Executive Offi cer of B&W, a lso on Apri l 19, 2012. Mr. Ferland has a lso been appointed to the B&W Board of Directors , effective upon

becoming Pres ident and Chief Executive Officer. Mr. Ferland most recently served as Pres ident of the Americas divis ion at

Westinghouse Electric Company, where he led the company's efforts to bui ld customer relationships , develop business plans,

capture new markets , and del iver projects and products in North and South America . Prior to joining Westinghouse Electric

Company, Mr. Ferland served as Senior Vice Pres ident of Uti l i ty Operations for PNM Resources Inc. in Albuquerque, N.M. At PNM, Mr.

Ferland was respons ible for a l l regulated transmiss ion and dis tribution operations for PNM and TNMP, uti l i ties that serve

electrici ty customers in New Mexico and Texas .

6/14/11 Forest City

Enterprises Inc.

FCE.A 3,458 NA Forest Ci ty Enterprises Inc. announced that effective June 10, 2011, David J. LaRue succeeded Charles A. Ratner as the company’s

Pres ident and Chief Executive Officer, and Charles A. Ratner became the sole Chairman of the Board. Mr. O’Brien joined the

company in 1988. From 2000 to February 2008, Mr. O’Brien served as executive vice pres ident, s trategy and investment management

of Forest City Renta l Properties Corporation, a subs idiary of the company.

1/19/12 Ingram Micro Inc. IM 3,428 5 On January 16, 2012, the board of directors of Ingram Micro Inc. promoted Alain Moni to serve as the Pres ident and Chief Executive

Officer of the company, effective from January 20, 2012. Mr. Moni joined the company as executive vice pres ident in January 2003

and was appointed pres ident of the As ia ‐Paci fic region a year later. Gregory M. Spierkel has al so stepped down from his pos i tion

as Chief Executive Officer of the company, effective from January 20, 2012 and wil l res ign from his pos ition as a member of i ts board

of directors effective from Apri l 15, 2012. Moni i s currently working as the company's pres ident and chief operating officer.

10/14/11 Steel Dynamics

Inc.

STLD 3,424 1 Steel Dynamics Inc. announced that i ts board of directors has appointed Mark D. Mi l lett to the pos i tion of Pres ident and Chief

Executive Officer of the company, effective January 1, 2012. Mi l lett, a director and co‐founder of the company, currently serves as

Pres ident and Chief Operating Officer of Steel Dynamics . Mark Mi l lett has held numerous leadership roles wi thin the steel

industry s ince 1981. At Steel Dynamics , prior to his appointment as Pres ident and COO, Mi l lett was the Executive Vice Pres ident of

meta ls recycl ing and ferrous resources and the Pres ident and COO of OmniSource Corporation s ince 2008.

2/16/12 Cinemark

Holdings Inc.

CNK 3,362 3 Cinemark Holdings Inc. announced that Tim Warner, who led the company's expans ion throughout Latin America as the Pres ident

of Cinemark International before becoming Pres ident of the domestic ci rcui t in 2006, has been promoted to the pos i tion of Chief

Executive Officer. The appointment fol lows noti fi cation by Alan Stock, who has served as Chief Executive Offi cer s ince December

2006, of his deci s ion to s tep down from his current leadership pos ition and reti re from Cinemark.

5/1/13 WEX Inc. WEX 3,337 4 Effective immediately, Mel issa D. Smith, 44, has been appointed as pres ident of WEX Inc. On January 1, 2014 she wi l l become chief

executive officer in addi tion to maintaining her role as pres ident and assuming a seat on the Board of Di rectors . Michael E.

Dubyak, 62, wi l l remain cha irman and chief executive officer during this trans i tion period and wi l l then move into the newly

created role of executive chai rman of the Board. Ms. Smith joined WEX in 1997 and most recently served as pres ident, The

Americas , with overs ight for the s trategy and execution of WEX's operations in The Americas .

6/24/13 Uni ted States

Cel lular

Corporation

USM 3,307 3 United States Cel lular Corporation announced that i ts board of directors has appointed Kenneth R. Meyers as pres ident and CEO,

effective June 22, 2013. Meyers has been executive vice pres ident and CFO of Telephone and Data Systems Inc. He is a director of

U.S. Cel lular and TDS. Mary N. Di l lon has res igned as pres ident and CEO, and as a di rector, effective June 21, 2013 to take a pos i tion

with ULTA Beauty in July. Di l lon joined U.S. Cel lular as pres ident and CEO in June 2010, and was previous ly global chief marketing

officer and executive vice pres ident for McDonald's Corporation.

10/19/12 Equi ty Li feStyle

Properties , Inc.

ELS 3,261 3 Equity Li feStyle Properties , Inc. announced that the company's Chief Executive Officer Thomas Heneghan has accepted an offer to

become Chief Executive Officer of Equi ty Internationa l effective in February 2013, and thus wi l l res ign as CEO of the company

effective February 1, 2013. Margueri te Nader, the company's current Pres ident and Chief Financia l Officer, wi l l be elevated to and

assume al l the duties of Pres ident and CEO of the Company effective February 1, 2013. Mr. Heneghan wi l l remain CEO of the

company unti l February 1, 2013, and wi l l work wi th Ms. Nader and the Board to implement a seamless trans i tion. During his tenure

with ELS, Mr. Seavey has had respons ibi l i ty for managing the company's capi ta l s tructure, including secured and unsecured debt

agreements , equi ty offerings and the recent preferred stock exchange offer, as wel l as for managing tax, accounting and financia l

planning. Patrick Waite wil l join the company in February 2013 as Senior Vice Pres ident of Operations.

8/13/12 Vis teon Corp. VC 3,255 4 Vis teon Corp. announced that Don Stebbins stepped down as cha irman, chief executive officer and pres ident of the company on

Aug. 10. The Visteon board has appointed current director Timothy D. Leul iette interim chairman of the board and interim CEO and

pres ident. The board of directors wi l l begin a search to identi fy candidates for the CEO and pres ident pos i tion. Leul iette has

served as CEO or chief operating officer of major international auto suppl iers . Unti l 2010, he served as pres ident and chief

executive officer of automotive suppl ier DURA Automotive.

3/7/13 Pandora Media ,

Inc.

P 3,201 5 Pandora Media , Inc. announced that CEO Joe Kennedy plans to step down. He wi l l remain with the company unti l a replacement is

named.

12/17/12 Ryder System, Inc. R 3,168 5 Ryder System, Inc. announced that Chai rman and Chief Executive Officer Gregory T. Swienton (63) wi l l reti re at the time of the

Company's annual meeting of shareholders on May 3, 2013. As part of the success ion plan approved by Ryder's Board of Directors ,

effective January 1, 2013, Ryder's Pres ident and Chief Operating Officer Robert E. Sanchez (47), wi l l assume the Company's chief

executive role, serving as Pres ident and Chief Executive Officer. Mr. Swienton wi l l then serve in the role of Executive Chairman unti l

the Company's annual meeting of shareholders , at which time, Mr. Sanchez wi l l become Chairman and Chief Executive Offi cer. Mr.

Swienton joined Ryder in June 1999 as Pres ident and Chief Operating Officer, a pos i tion he held unti l becoming Pres ident and

Chief Executive Officer in November 2000. A member of Ryder's board of directors s ince June 1999, Mr. Swienton was named its

chai rman in May 2002. Mr. Sanchez most recently held the role of Pres ident and Chief Operating Offi cer, in which he was

responsible for the genera l management of al l bus iness operations .




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


7/7/11 CNO Financia l

Group, Inc.

CNO 3,137 3 CNO Financia l Group, Inc. announced that i ts chief executive officer C. James Prieur, 60, has decided to reti re from that pos i tion and

from the board of di rectors as of September 30, 2011. The Board of Directors of CNO has announced that i t has elected CFO Ed

Bonach, 57, to become CEO upon Mr. Prieur's reti rement, and that he wi l l fi l l Mr. Prieur's pos i tion on the board at that time. Mr.

Bonach wi l l continue his respons ibi l i ties as chief financia l offi cer unti l a successor CFO is identi fiedEd Bonach joined CNO in 2007

from Nationa l Li fe Group, where he served as executive vice pres ident and chief financia l officer.

7/9/13 Cl i ffs Natura l

Resources Inc.

CLF 3,065 5 Cl i ffs Natural Resources Inc. announced that Joseph Carrabba has informed the Board of Di rectors of his plans to reti re as the

company's pres ident and chief executive officer by December 31, 2013. James Ki rsch, who currently serves on Cl i ffs ' Board as lead

director, has been elected non‐executive chairman of the board, effectively immediately, replacing Mr. Carrabba as cha irman. Mr.

Carrabba wi l l continue to serve as pres ident and CEO and a Director of the company unti l a successor has been elected, after

which point he wi l l a lso s tep down from the board.

4/30/13 Aspen Technology,

Inc.

AZPN 3,023 2 Aspen Technology, Inc. announced an executive trans i tion plan to take place over the next two quarters . Antonio Pietri , currently

company's Executive Vice Pres ident of Worldwide Field Operations , wi l l become the company's Pres ident and CEO, effective

October 1, 2013. Pietri has been with company for the past 17 years , joining the company through its acquis i tion of Setpoint where

he served as a sales manager for the South American region. In addition, Pietri wi l l join company's Board of Directors , effective

July 1, 2013.

9/13/12 DST Systems Inc. DST 3,007 4 DST Systems Inc. announced that on December 31, 2012 its Chief Executive Officer, Thomas A. McDonnel l i s reti ring from the

company on December 31, 2012. The DST Board of Di rectors has unanimous ly appointed Stephen C. Hooley, currently Pres ident,

Chief Operating Officer and a di rector of DST, to succeed Mr. McDonnel l as Chief Executive Officer and Pres ident, effective

immediately. Mr. McDonnel l wil l serve as non‐executive Chairman through his planned reti rement.

12/3/12 Pitney Bowes Inc. PBI 2,966 1 Pitney Bowes Inc. has appointed Marc B. Lautenbach as Pres ident and Chief Executive Officer, effective immediately. Mr.

Lautenbach joins Pi tney Bowes with nearly 30 years of experience in the technology and business services industry, having served

in senior leadership pos i tions at IBM. Mr. Lautenbach succeeds Murray D. Martin, who is reti ring as the company's Cha irman,

Pres ident and Chief Executive Officer and has res igned from the company's board of directors . Most recently, Mr. Lautenbach served

as Managing Partner of IBM North America Globa l Bus iness Services . Mr. Lautenbach has served in various senior management

pos i tions of increas ing respons ibi l i ty, including Genera l Manager, IBM North America ; General Manager, IBM Global Smal l and

Medium Business; and Vice Pres ident, IBM As ia ‐Paci fic Smal l and Medium Bus iness .

12/31/12 Compass Minerals

Int'l Inc.

CMP 2,962 4 Compass Mineral s Internationa l Inc. announced that Angelo C. Bris imitzakis , the Chief Executive Officer of the company reti red

from the company and the company's board of directors , effective December 28, 2012. The company's Board of Directors appointed

Richard S. Grant, currently the Lead Independent Director on the company's board of directors , to serve as Interim Chief Executive

Officer (CEO) effective December 29, 2012 unti l a permanent CEO commences employment.

8/17/12 Brocade

Communications

Systems, Inc.

BRCD 2,925 1 Brocade Communications Systems, Inc.'s Board of Directors and CEO Michael A. Klayko announced that Mr. Klayko intends to res ign

from his role as CEO once a successor is identi fied by the Board and a trans i tion is completed. The Board has formed a search

committee and wi l l reta in an executive recruiting fi rm to identi fy the best candidate to lead the next phase of Brocade's growth.

Mr. Klayko wil l continue to serve as CEO of Brocade during the search.

4/18/12 Tidewater Inc. TDW 2,914 2 Tidewater Inc. announced that Dean Taylor, the company's Pres ident and Chief Executive Officer s ince March 2002, wi l l reti re as an

executive officer effective May 31, 2012. Taylor wi l l remain on the Board of Directors , and serve as the company's non‐executive

Chairman of the Board. Jeffrey Platt wi l l become the company's new Pres ident and Chief Executive Officer effective June 1, 2012.

Platt has been the company's Chief Operating Officer, overseeing the company's domestic and internationa l marine operations,

s ince July 2006. Platt joined the company in 1996 as Genera l Manager of i ts Brazi l ian operations fol lowing a 12‐year career at

Schlumberger.

11/15/12 Bal ly

Technologies , Inc.

BYI 2,895 1 Bal ly Technologies , Inc. has named Ramesh Srinivasan as the company's pres ident and chief executive officer, effective Dec. 31,

2012. He wi l l a lso serve as a board member. Srinivasan wi l l succeed current CEO Richard M. Haddri l l , who wi l l become chairman of

the board of directors .

12/2/11 Targa Resources

Corp.

TRGP 2,894 4 Targa Resources Corp. announced that Rene R. Joyce wil l assume the role of Executive Chairman for the boards of directors , Joe Bob

Perkins wi l l succeed Mr. Joyce as Chief Executive Officer and also elected as a member of each board of directors and Mr. Joyce wi l l

succeed James W. Whalen, who wi l l remain on the boards of di rectors and on the management team, effective January 1, 2012. The

company a lso announced that Mr. Joyce wi l l succeed James W. Whalen, who wi l l remain on each of the boards of di rectors and on

the management team.

10/29/11 World Fuel

Services Corp.

INT 2,882 2 World Fuel Services Corp. announced that during i ts regularly scheduled board meeting held August 26th its Board of Directors

approved the trans i tion of Michael J. Kasbar to the pos i tion of pres ident and chief executive officer effective January 1, 2012.

Fol lowing the trans i tion, Paul H. Stebbins wil l remain as executive cha irman.

9/22/12 Patterson‐UTI

Energy Inc.

PTEN 2,880 1 Patterson‐UTI Energy Inc. announced that i ts Board of Directors has appointed Wil l iam Andrew (Andy) Hendricks , Jr. as Chief

Executive Officer effective October 1, 2012, elevating him from his current pos i tion of Chief Operating Officer. He wi l l replace

Douglas J. Wal l , who is reti ring as CEO on September 30, 2012. Additiona l ly, the company announced that Michael W. Conlon has

been appointed to the Board of Directors . Mr. Conlon i s a former partner of the law fi rm Fulbright & Jaworski L.L.P.

6/10/13 Thor Industries

Inc.

THO 2,834 4 Thor Industries Inc. announced that current Pres ident and Chief Operating Officer, Bob Martin, has been appointed Chief Executive

Officer, effective August 1, 2013. In addition, Martin has been elected to serve on Thor's Board of Directors , a lso effective August 1,

2013. Martin, age 43, is succeeding Peter B. Orthwein, who wi l l remain Executive Chairman of the Board of Directors . A 19‐year

industry executive, Martin has served in a variety of leadership roles at Thor, including as Pres ident of Keystone RV, Thor's large

subs idiary, as wel l as RV Senior Group Pres ident and most recently as Pres ident and Chief Operating Officer.

11/8/12 Brinker Int'l , Inc. EAT 2,809 2 The Board of Directors of Brinker Internationa l , Inc. announced that Wyman Roberts wi l l become CEO and Pres ident of the

company, effective January 1, 2013. Doug Brooks wi l l continue to serve as Chairman of the Board through December 2013. In

addition to his new responsibi l i ties , Roberts wi l l a lso retain his current role as Pres ident of Chi l i 's (R) Gri l l & Bar. Brooks ' service

in the role as Cha irman of the Board is anticipated to conclude on December 31, 2013. Before joining Brinker, Roberts served as

Executive Vice Pres ident and Chief Marketing Officer for NBC's Universa l Parks & Resorts . He is a l so a 17‐year veteran of Darden

Restaurants , Inc., where he held numerous senior level pos i tions including Executive Vice Pres ident of Marketing for the Red

Lobster brand.

10/5/11 Lender Process ing

Services , Inc.

LPS 2,785 1 Lender Process ing Services , Inc. announced the appointment of Hugh R. Harris to serve as the company's pres ident and chief

executive officer, effective from October 5, 2011. Harris wi l l a lso serve as a member of the company's board of directors . Harris

served as pres ident of the Financia l Services Technology divi s ion at Fidel i ty National Financia l and Fidel i ty National Information

Services , prior to the latter company's spinoff of Lender Process ing Services . Before joining Fidel i ty National Financia l , Harris was

pres ident and chief executive officer of HomeSide Lending, Inc.

9/6/11 The Wendy's

Company

WEN 2,780 4 On September 1, 2011, Yum! Brands, Inc. announced that Emi l Brol i ck wi l l reti re from his pos i tion as Chief Operating Officer of the

company, effective September 2, 2011, and wi l l join Wendy's , Inc. as i ts Chief Executive Officer. Mr. Brol ick, age 63, joined the

company in 2000 and has served as Chief Operating Officer s ince 2008.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


12/19/12 Al lscripts

Healthcare

Solutions , Inc.

MDRX 2,779 4 Al lscripts Hea lthcare Solutions , Inc. announced that on December 19, 2012, the company appointed Paul M. Black as i ts Pres ident

and Chief Executive Officer, effective immediately. Mr. Black recently has served as an operating executive with Genstar Capita l ,

responsible for expanding Genstar’s hea lthcare and software practices , with speci fi c focus on healthcare technology. In addition

to currently serving as an Al lscripts board member, Mr. Black is the Chairman of the board of The Truman Medical Centers and is a

director of Haemonetics Corporation. On December 19, 2012, Glen Tul lman stepped down from his pos i tions as Chief Executive

Officer and Al lscripts Board member, and Lee Shapiro stepped down from his pos i tion as Pres ident and Secretary of the company.

Each of Mr. Tul lman and Mr. Shapi ro entered into a separation agreement and a consulting agreement with the company. On

December 19, 2012, the company and Diane Adams, Executive Vice Pres ident of Culture and Ta lent, agreed that her employment

wi th the company would terminate within the next 30 days .

8/27/12 Navistar Int'l Corp. NAV 2,726 1 Navis tar International Corporation announced that the Board of Directors has appointed Lewis B. Campbel l , former Chairman,

Pres ident, and Chief Executive Officer of Textron Inc., Executive Chairman of the Board of Directors and interim Chief Executive

Officer. Daniel C. Ustian has informed the Board that he is reti ring as Chai rman, Pres ident, and Chief Executive Officer, effective

immediately. He is concurrently leaving the Board of Directors . The company a lso announced that i t has promoted Troy A. Clarke,

currently Pres ident of Truck and Engine operations at Navis tar, to the posi tion of Pres ident and Chief Operating Officer of Navis tar.

11/5/12 Techne Corp. TECH 2,726 3 On October 31, 2012, Thomas E. Oland informed Techne Corporation of hi s decis ion to res ign and reti re from the posi tions of Chief

Executive Officer and Pres ident of the company, effective the close of bus iness on November 30, 2012, as wel l as a member of i ts

Board of Directors , effective November 1, 2012. In his correspondence, Mr. Oland indicated that he disagreed with the Board's

deci s ion to include externa l candidates in a search for a potentia l successor chief executive officer as part of the company's

success ion planning activi ties . On November 2, 2012, the company's Board of Directors appointed Gregory J. Melsen, the company's

Vice Pres ident of Finance and Chief Financia l Officer, to al so assume the duties of Chief Executive Officer on an interim bas is . Such

appointment wi l l be effective the close of bus iness on November 30, 2012. On November 2, 2012, the company's Board of Directors

appointed Robert Baumgartner Chai rman of the Board, effective as of the date of appointment. Mr. Baumgartner has been a

member of the Company's Board of Directors s ince 2003 and has served as Chai r of the Audit Committee and a member of the

Compensation and Nominating and Governance Committees .

12/14/11 CLARCOR Inc. CLC 2,717 3 On December 13, 2011, the Board of Di rectors of CLARCOR Inc. appointed Chri stopher L. Conway as the company's Pres ident and

Chief Executive Officer and appointed Norman E. Johnson as Executive Chairman of the company. Such appointments were

anticipated and previous ly announced in the company's Current Report on Form 8‐K.

8/25/11 Advanced Micro

Devices , Inc.

AMD 2,678 4 Advanced Micro Devices , Inc. announced that i ts Board of Directors has appointed Rory P. Read, 49, as Pres ident and Chief Executive

Officer effective August 25, 2011. Mr. Read has a lso been appointed to the company's board of directors . Read joins the company

from Lenovo Group Ltd., where he was most recently Pres ident and Chief Operating Officer respons ible for leading day‐to‐day

globa l operations whi le overseeing the development and implementation of the company's growth strategy. Thomas Sei fert, who

served as interim Chief Executive Offi cer s ince January, wil l return to his role as Senior Vice Pres ident, Chief Financia l Officer.

5/26/12 Rite Aid Corp. RAD 2,674 1 Rite Aid Corp. announced that i ts board of di rectors has elected John T. Standley, who is currently Pres ident, Chief Executive Officer

and a member of the company's board of directors , to the additional pos i tion of Chairman of the Board, effective June 21, 2012 at

the Company's annual stockholder meeting. Standley wi l l succeed Mary Sammons , who has served as Chairman s ince June, 2007,

and whose term of service as Chairman, concludes as of the June annual meeting.

6/19/13 SandRidge Energy,

Inc.

SD 2,644 4 SandRidge Energy, Inc. announced that the Board of Di rectors has named James Bennett as CEO and pres ident and that lead

independent director Jeffrey Serota wi l l serve as interim non‐executive cha irman, effective June 19, 2013. The company also

announced that Tom Ward, the former Chairman and CEO of the company, is leaving the company. Bennett has served as chief

financia l officer of the company s ince January 2011 and was promoted to pres ident in March 2013.

1/24/12 Clear Channel

Outdoor Holdings

Inc.

CCO 2,633 4 Effective January 24, 2012, C. Wi l l iam Eccleshare, Chief Executive Officer Internationa l of Clear Channel Outdoor Holdings Inc. was

named Chief Executive Officer for the company, overseeing both the company's Internationa l and Americas operations. Upon Mr.

Eccleshare's appointment as Chief Executive Officer of the company, the company's interim Office of the Chief Executive Officer"

ceased to exi st.

11/1/11 Grei f, Inc. GEF 2,608 1 David B. Fischer, pres ident and CEO of Grei f, Inc. was elected to the company's Board of Directors on November 1, the fi rs t day of

the company's 2012 fiscal year. Fischer became the company pres ident and CEO on November 1, taking over from Michael J. Gasser,

who became executive cha irman. Fischer was named pres ident and chief operating offi cer of the company in October 2007.

12/1/11 Moog Inc. MOG.A 2,603 NA Moog Inc. announced that i ts board of directors has elected John Scannel l to be Chief Executive Officer. Robert T. Brady, who has

been Chairman and Chief Executive Officer, wi l l continue in the role of Executive Chairman. In November 2007, Mr. Scannel l was

named Chief Financia l Officer, and in December 2010 he became Pres ident and Chief Operating Officer.

11/29/11 Lumber

Liquidators

Holdings , Inc.

LL 2,582 3 On November 28, 2011, Jeffrey W. Gri ffi ths informed the Board of Directors of Lumber Liquidators Holdings , Inc. that Gri ffi ths plan to

reti re from his pos i tion as Chief Executive Officer of the company effective January 1, 2012 and that, in accordance with the

company’s Corporate Governance Guidel ines , Gri ffi ths wi l l reti re from the Board of Directors of the company at the same time. The

Board of Di rectors elected Robert M. Lynch, the company’s current Pres ident and Chief Operating Officer, as the company’s

Pres ident and Chief Executive Officer effective January 1, 2012 and as a member of the company’s Board of Directors in order to fi l l

the vacancy created upon Mr. Gri ffi ths ’ January 1, 2012 reti rement.

6/25/12 Aspen Insurance

Holdings Ltd.

AHL 2,509 1 Aspen Insurance Holdings Ltd. announced changes to the management of i ts Insurance segment. Effective July 1, 2012, Rupert

Vi l lers (co‐CEO, Aspen Insurance) wi l l assume a new pos ition as Chairman of Aspen Insurance and Pres ident of Aspen

International Insurance. Mario Vi ta le (co‐CEO Aspen Insurance) wi l l become CEO of Aspen Insurance globa l ly and remain Pres ident

of Aspen US Insurance. Rupert Vi l lers has agreed to extend his service with Aspen unti l the end of 2014. He wi l l serve as Chairman

of Aspen Insurance, advis ing and supporting the development and execution of Aspen Insurance's bus iness s trategy. He wi l l a lso

serve as Pres ident of International Insurance, where he wi l l support the development of s trategy for Aspen's Internationa l

Insurance bus iness and continue to be respons ible for the day‐to‐day management of Aspen Insurance's Internationa l

underwriting teams. Mario Vita le wi l l become CEO of Aspen Insurance.

7/3/13 Restoration

Hardware

Holdings , Inc.

RH 2,488 5 On July 2, 2013, the board of directors of Restoration Hardware Holdings , Inc. appointed Gary Friedman, 55, as the Company’s Co‐

Chief Executive Officer, Creator and Curator, and as Chairman of the Company’s board of di rectors , effective immediately. Michael

Chu, the former Chairman of the Company’s board of directors , sha l l continue to serve as a member of the company’s board of

directors .

3/21/12 Fulton Financia l

Corp.

FULT 2,411 2 R. Scott Smith, Jr., chai rman and chief executive offi cer of Fulton Financia l Corporation announced that he wi l l reti re on December

31, 2012. Also on March 20, the Corporation's board of di rectors named E. Phi l ip Wenger, currently the company's pres ident and

chief operating officer, to succeed Smith as cha irman, pres ident and chief executive officer, effective January 1, 2013.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


2/26/13 Rosetta

Resources , Inc.

ROSE 2,398 5 Rosetta Resources Inc. announced severa l changes in leadership at the company that wi l l be effective on February 26, 2013. Randy

L. Limbacher is res igning as i ts Cha irman, Chief Executive Officer and Pres ident. Mr. Limbacher wi l l be succeeded as Chairman,

Chief Executive Officer and Pres ident by James E. Craddock, who has served as Rosetta 's Senior Vice Pres ident of Dri l l ing and

Production Operations . In addi tion, John D. Clayton wi l l be appointed as Executive Vice Pres ident and Chief Operating Officer, who

has previous ly served as Rosetta 's Senior Vice Pres ident of Asset Development.

7/1/13 Zynga, Inc. ZNGA 2,396 5 Zynga, Inc. has appointed Don Mattrick as Chief Executive Officer and a member of the board of directors , effective July 8, 2013.

Mark Pincus , the company's founding chief executive officer, remains Cha irman of the board of directors and Chief Product Officer

of the company. Mattrick, 49, spent s ix years at Microsoft‐the las t three as pres ident of the Interactive Enterta inment Bus iness . In

that role, Mattrick was respons ible for the team that grew Microsoft's Xbox 360 global ins ta l led base by 700% to more than 75

mi l l ion consoles . Mattrick wi l l report directly to the board and was unanimous ly appointed CEO. Mattrick wi l l join Pincus in a

newly formed Executive Committee to manage the operations and affa irs of the company between board meetings .

6/6/11 Compuware Corp. CPWR 2,377 3 Compuware Corporation announced that co‐founder Peter Karmanos wi l l serve as the executive cha irman of the board. The

company also named Bob Paul as chief executive officer and Paul was most recently COO. Joseph Angi leri joins the company as

Pres ident and Chief Operating Offi cer. He was most recently Managing Partner of Deloi tte's Michigan region.

8/30/12 Sourcefi re, Inc. FIRE 2,347 5 Sourcefi re, Inc. announced the appointment of Martin Roesch as interim CEO. He replaces the company's CEO, John Burri s , who has

taken a medical leave of absence. Marty has been intimately involved in a l l of Sourcefi re's s trategic ini tiatives and is wel l

pos i tioned to lead the company during this time. Mr. Burri s wi l l continue to serve as a member of the company's Board of Directors

and wil l also be ava i lable when poss ible to the executive team for s trategic input during his leave.

12/15/11 Rovi Corp. ROVI 2,321 1 Rovi Corporation announced the appointment of Thomas Carson as i ts Pres ident and Chief Executive Officer effective immediately,

succeeding Alfred J. Amoroso, who has held the pos i tion s ince July 2005. Mr. Carson has al so been elected to the Rovi Board of

Directors . Mr. Amoroso wi l l ass is t the Board and Mr. Carson during a trans i tion period, as announced in May 2011. Mr. Carson

joined Rovi in May 2008, with the acquis i tion of Gemstar‐TV Guide Internationa l and most recently served as Executive Vice

Pres ident of Worldwide Sa les and Marketing.

8/1/11 Cracker Barrel Old

Country Store, Inc.

CBRL 2,310 2 Cracker Barrel Old Country Store, Inc. announced a series of changes to i ts management and Board, continuing i ts process of

trans i tioning i ts executive leadership team and Board of Di rectors for the future. Sandra B. Cochran, currently Pres ident and Chief

Operating Officer, a post she has held s ince November 2010, has been named Pres ident and Chief Executive Officer, effective

September 12, 2011, at which time she is a lso s lated to become a member of the Board of Directors . Michael A. Woodhouse,

currently Cha irman and Chief Executive Officer, wi l l become Executive Chairman, effective upon Ms. Cochran becoming Chief

Executive Officer.

3/8/12 Corporate Office

Properties Trust

OFC 2,272 2 Roger Waesche Jr. wi l l take over Apri l 1, 2012 as CEO of Corporate Office Properties Trust, fol lowing the reti rement of current chief

Randal l Gri ffin. Gri ffin wi l l a lso leave COPT's board at the company's May 10 annual meeting. Gri ffin has been CEO s ince 2005.

Waesche has held various executive pos i tions at COPT, including chief financia l officer and chief operating officer. He currently

has the ti tle of pres ident.

3/15/12 Louis iana ‐Paci fic

Corp.

LPX 2,264 3 Louis iana ‐Paci fic Corp. announced that i ts board of di rectors has appointed Curt Stevens to succeed Rick Frost as the company CEO

effective May 4, 2012. Frost, who has served as CEO since 2004, wi l l reti re from the company May 31, 2012. During the period from

May 4, 2012 through May 31, 2012, Frost wi l l remain with the company to aid in the trans i tion. Stevens joined the company in 1997

and has held senior management posi tions throughout his career at the company. He was appointed to the interim pos ition of

executive vice pres ident, chief operating offi cer in December 2011.

9/13/11 Standard Paci fic

Corp.

SPF 2,225 5 Standard Paci fic Corp. announced Chief Executive Officer success ion plan. Pursuant to the terms of the plan, Ken Campbel l , the

company's Chief Executive Offi cer, wi l l res ign from his role as CEO and as a member of the Board of Directors on January 1, 2012.

Scott Stowel l , the company's Pres ident, wi l l assume the role of CEO and join the Board of Directors on that date. Scott D. Stowel l

has served as the company's Pres ident s ince March 2011 and previous ly served as Chief Operating Officer s ince 2007. From

September 2002 to May 2007, Mr. Stowel l served as Pres ident of the company's Southern Cal i fornia Region.

2/14/12 Sovran Sel f

Storage Inc.

SSS 2,200 4 Sovran Sel f Storage Inc., announced a rea l ignment of i ts executive management pos i tions, and promotions to severa l of i ts key

personnel . Effective March 1, 2012, David Rogers wi l l assume the ti tle of Chief Executive Officer. Mr. Rogers , 56, has been with the

company s ince i ts inception in 1985, and has been its Chief Financia l Officer s ince 1995. Robert Attea , who has been the company's

CEO s ince its IPO in June, 1995, wi l l serve as Executive Chairman of the Board of Directors and continue to oversee the genera l

direction of the company.

6/1/12 CubeSmart CUBE 2,195 5 CubeSmart announced that Dean Jernigan, Chief Executive Officer and Trustee of the company, has informed the board of trustees

that he wi l l reti re as CEO and a member of the board upon the expi ration of his current employment agreement on December 31,

2013. Chris topher Marr, the company's Pres ident and Chief Investment Offi cer, has been named to the additiona l pos i tion of Chief

Operating Offi cer. Mr. Marr's promotion was made effective by the Company's Board of Trustees on May 30, 2012.

7/25/13 Sens ient

Technologies

Corporation

SXT 2,177 5 Sens ient Technologies Corporation announced that Paul Manning has been elected to the pos i tion of Pres ident and Chief

Executive Officer, effective February 2, 2014. Paul Manning is currently serving as Sens ient's Pres ident and Chief Operating Officer

and has al so been a member of Sens ient's Board of Directors s ince October 2012. Paul Manning is succeeding Kenneth P. Manning,

who as previous ly disclosed wil l reti re from his pos ition as Chief Executive Offi cer on February 1, 2014.

10/18/11 Appl ied Industria l

Technologies , Inc.

AIT 2,158 4 The board of directors of Appl ied Industria l Technologies , Inc. announced Nei l A. Schrimsher wi l l become the company's new Chief

Executive Offi cer effective October 25, immediately fol lowing Appl ied's annual shareholder meeting, at which time he wi l l a lso be

appointed to the Board of Directors . Mr. Schrimsher wil l succeed David L. Pugh, who previous ly announced he would reti re and step

down from the Board. Mr. Schrimsher, age 47, was most recently Executive Vice Pres ident of Cooper Industries .

1/14/13 Snyder's ‐Lance,

Inc.

LNCE 2,147 5 Snyder's ‐Lance, Inc. announced that David V. Singer wi l l reti re from his CEO role fol lowing the company's annual meeting of

s tockholders on May 3, 2013. The company's Board of Directors has named Carl E. Lee, Jr., who has served as Pres ident and Chief

Operating Officer s ince December 2010, to succeed Mr. Singer as Chief Executive Officer. Mr. Lee served as Chief Executive Officer of

Snyder's of Hanover, Inc. from 2005 unti l 2010.

2/23/12 Aaron's , Inc. AAN 2,129 5 Aaron's , Inc. announced that the Board of Directors has elected interim CEO Ronald W. Al len as Pres ident and Chief Executive

Officer of the Company. Mr. Al len served as Chairman and Chief Executive Officer of Delta Air Lines from 1987 to 1997, and has been

a member of the Aaron's Board s ince 1997.

1/24/13 Diebold,

Incorporated

DBD 2,112 3 On January 24, 2013, the company announced that Thomas W. Swidarski has stepped down from his pos i tions as the Pres ident and

Chief Executive Officer of the company and res igned from the company's Board of Directors , effective January 19, 2013. Unti l a

permanent Chief Executive Offi cer is hired, Henry D.G. Wal lace, the Chairman of the Board of Directors of the company, wi l l assume

regular overs ight of the company as i ts Executive Chairman and wil l act in the role of the company's principa l executive officer.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


8/8/11 Sunstone Hotel

Investors Inc.

SHO 2,092 3 Effective immediately, the company’s Board of Directors named Ken Cruse as Pres ident and Chief Executive Officer of the company

and a member of i ts Board of Directors . Mr. Cruse, 42, joined the company in Apri l of 2005. Mr. Cruse became Pres ident in December

2010 after holding leadership pos i tions in both asset management and finance, most recently serving as company’s Chief

Financia l Officer from January 2007 through December of 2010.

12/8/11 Exterran Holdings ,

Inc.

EXH 2,076 2 Exterran Holdings , Inc. announced that the board of directors has appointed Mark Soti r executive vice cha irman of Exterran and

named D. Bradley Chi lders pres ident and chief executive officer (CEO) of Exterran. Soti r a lso serves as a member of the Exterran

Holdings board of di rectors . Soti r joined Exterran's board in November 2011. He is a managing director at Equi ty Group Investments ,

L.L.C., and currently serves on severa l boards . During his tenure at EGI, he served as interim pres ident of Tribune Interactive. He

a lso has been CEO of Sunburst Technology Corporation and pres ident of Budget Group, Inc.

2/8/12 Halcón Resources

Corp.

HK 2,067 3 RAM Energy Resources Inc. announced that the previous ly disclosed $550 mi l l ion securi ties purchase by Halcon Resources , LLC.

Under the terms of the agreement, Floyd C. Wi lson has been appointed Chai rman, Pres ident and Chief Executive Offi cer of the

Company, Mark J. Mize has been elected Executive Vice Pres ident, Chief Financia l Officer and Treasurer, and a new ten‐member

board of directors has been appointed.

1/6/12 Apol lo Group Inc. APOL 2,065 1 Apol lo Group Inc. announced that Charles B. Chas Edels tein wi l l reti re as Co‐Chief Executive Officer and director of the company on

August 26, 2012. Fol lowing his reti rement as co‐CEO, Mr. Edels tein wi l l serve the company in a part‐time advisory capaci ty through

February 2013. Gregory W. Cappel l i wi l l assume al l duties and respons ibi l i ties as Chief Executive Officer of Apol lo Group, upon Mr.

Edels tein's reti rement later thi s year. Mr. Edelstein and Mr. Cappel l i have served together as co‐CEOs of Apol lo Group since 2009,

jointly managing the company's bus iness and leading the fi rm's executive management team.

12/4/12 Big Lots Inc. BIG 2,064 1 Big Lots Inc. announced that Steven S. Fishman informed the company of his des ire to reti re from his role as Cha irman, CEO and

Pres ident. As part of an orderly leadership trans i tion, Mr. Fi shman wi l l continue to serve in his current roles unti l his successor is

appointed.

7/31/12 Harsco Corp. HSC 2,049 4 Harsco Corporation announced that Patrick K. Decker wi l l be joining the company on September 10, 2012 as Pres ident and Chief

Executive Officer. Mr. Decker wi l l succeed Henry W. Knueppel , who has been serving s ince February 2012 in the capaci ty of Interim

Chairman and Chief Executive Officer. Mr. Decker, 47, joins Harsco from Tyco International Ltd. where he has served as Pres ident of

Tyco Flow Control , for the past fi ve years . Mr. Decker joined Tyco in 2003, having served previous ly with Bris tol ‐Myers Squibb

Company where he held international roles in finance, business development and information technology.

10/13/11 The St. Joe

Company

JOE 2,041 3 The board of directors of The St. Joe Company appointed Park Brady as Chief Executive Officer of the company. Mr. Brady, 64, was

appointed as the Company's Chief Operating Officer effective March 21, 2011, and wi l l continue to serve in that pos i tion. Mr. Brady

served as Pres ident and Chief Executive Offi cer of ResortQuest, the nation's largest vacation rental company, from June 2007 to

March 2011.

1/10/13 SUPERVALU Inc. SVU 2,031 1 SUPERVALU Inc. announced that Sam K. Duncan wi l l become pres ident and chief executive offi cer, effective immediately. In this

role he succeeds Wayne Sales , who has served as the company's pres ident and chief executive officer s ince July 2012. Mr. Duncan,

61, most recently served from 2005‐2011 as cha irman, CEO and pres ident of OfficeMax. Prior to joining OfficeMax, Mr. Duncan served

from 2002‐2005 as pres ident and CEO of ShopKo Stores .

3/11/13 VeriFone Systems,

Inc.

PAY 1,980 2 The Board of Di rectors of VeriFone Systems, Inc. announced that Douglas G. Bergeron is s tepping down as Chief Executive Officer

and member of the Board of Directors , effective March 12, 2013. The company's Chairman, Richard McGinn, has been named Interim

CEO and continues as a member of the Board. McGinn has served as a director of VeriFone s ince 2008 and as Chairman s ince 2012.

3/13/13 Hitti te Microwave

Corp.

HITT 1,980 4 The board of directors of Hitti te Microwave Corporation announced Stephen G. Daly plans to step down as the company's

chai rman, pres ident and chief executive officer at the end of the month. The board named Mr. Rick D. Hess as the company's next

pres ident and chief executive offi cer. Hess has served in executive leadership roles in the microwave, semiconductor, energy and

manufacturing industries for more than 30 years . He has been a member of Hitti te's board of directors s ince 2005.

5/9/12 Convergys Corp. CVG 1,965 5 Convergys Corporation announced severa l planned management changes wi l l be effective in the third and fourth quarter of 2012.

Jeff Fox, currently Pres ident and CEO and a director of the company, wi l l become Executive Chairman of the Board of Directors in the

fourth quarter of 2012. Fox wi l l be succeeded as Pres ident and CEO by Andrea Ayers , currently Pres ident and COO of Customer

Management. Previous ly, Ayers served as Pres ident of Customer Management, where she was respons ible for al l del ivery

operations . Earl Shanks , currently CFO, wi l l be succeeded as CFO by Andre Valentine, currently Senior Vice Pres ident Finance for

Customer Management.

6/11/13 Texas Capita l

BancShares Inc.

TCBI 1,904 1 Texas Capita l BancShares Inc. announced that George Jones planned to reti re from CEO, at the end of 2013. The Board of Directors

has promoted Keith Cargi l l to COO of the company effective immediately. An additiona l executive action taken by the board was to

name Cargi l l as Jones successor. Cargi l l wi l l be Pres ident and CEO of company upon Jones reti rement.

10/4/11 Texta iner Group

Holdings Limited

TGH 1,900 5 Textainer Group Holdings Limited announced that the Board of Directors had appointed Phi l ip K. Brewer, the company’s Executive

Vice Pres ident, to be the Pres ident and CEO of Texta iner and that he would join the company’s Board of Directors , upon Mr.

Maccarone’s reti rement. John A. Maccarone, the company’s Pres ident and Chief Executive Officer, would reti re later this year as an

officer of Texta iner but would continue to serve as a member of the Board of Directors .

12/17/12 Lora l Space &

Communications ,

Inc.

LORL 1,878 2 As previous ly disclosed, Lora l Space & Communications , Inc. i s restructuring i ts corporate office as a resul t of the sale of i ts former

whol ly owned subs idiary, Space Systems/Loral , LLC. In connection with the corporate office restructuring, on December 13, 2012, the

Board of Directors of the company approved the termination of the employment of Michael B. Targoff as Chief Executive Officer and

Pres ident effective as of December 14, 2012. Fol lowing Mr. Targoffs termination of employment, he wi l l be engaged by the company

as a part‐time consul tant to the Board to ass is t the Board with respect to strategic matters relating to Telesat and Xtar and

overs ight of the ViaSat lawsuit. Also, in connection with the corporate offi ce restructuring, on December 13, 2012, the Board

approved the termination of the employment of Richard P. Mastoloni as Senior Vice Pres ident, Finance and Treasurer effective as

of December 14, 2012. Fol lowing Mr. Mastolonis termination of employment, he wi l l be engaged by the company as a part‐time

consultant to the Board to ass is t in the trans i tion of treasury functions and for other ass ignments on an as ‐needed basi s .

7/17/13 Steelcase Inc. SCS 1,876 1 Steelcase Inc. reported that after nearly two decades as the Chief Executive Offi cer, James P. Hackett announced his plans for

reti rement. During the company's annual shareholder meeting, Hackett reported that he wi l l remain in his current pos i tion unti l

February 28, 2014, the end of the company's fi scal year, and then take a new posi tion as vice chai r for an additiona l year. He wi l l

a lso continue as a member of the board of di rectors .

7/27/11 Acxiom Corp. ACXM 1,859 1 Acxiom Corporation announced that i ts Board of Directors has named marketing and advertis ing veteran Scott E. Howe as the

company's chief executive officer and pres ident. Howe, 43, is a former corporate vice pres ident of Microsoft Advertis ing Bus iness

Groups. In this role, he managed a multi ‐bi l l ion dol lar bus iness encompass ing a l l emerging bus inesses related to onl ine

adverti s ing, including search, display, ad networks , in‐game, mobi le, digi ta l cable and a variety of enterprise software

appl ications.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


5/11/12 BancorpSouth, Inc. BXS 1,859 4 BancorpSouth, Inc. announced that Cha irman and Chief Executive Officer Aubrey Patterson has informed the Board of Directors of

his plan to reti re as Chief Executive Officer in 2013. Mr. Patterson expects to continue to serve as Chai rman and CEO unti l a

successor i s named and the CEO trans i tion i s complete.

12/5/12 ValueCl ick, Inc. VCLK 1,853 2 ValueCl ick, Inc. announced that i ts board of directors has named Mr. John Giul iani as the company's new pres ident and chief

executive officer, effective immediately. Mr. Giul iani succeeds Mr. Zarley, who has been named the company's executive chairman

of the board of directors , and wi l l focus on ensuring a smooth trans i tion of the chief executive officer role to Mr. Giul iani . Mr.

Giul iani has served as the company's chief operating officer s ince Apri l 2012, overseeing the Company's U.S. Media and Affi l ia te

Marketing businesses .

1/19/12 F.N.B. Corp. FNB 1,851 2 F.N.B. Corporation announced that Vincent J. Del ie, Jr. has been elected Chief Executive Officer of the organization, effective

January 18, 2012. Del ie succeeds Stephen J. Gurgovi ts , who wil l now serve as Chai rman of the Board. Del ie, who was a lso elected to

the Board of Directors , wi l l remain Pres ident of F.N.B. Corporation and CEO of First Nationa l Bank, F.N.B. Corporation's largest

affi l iate. Vincent J. Del ie, Jr. has more than 26 years of financia l services experience, the las t seven of which have been with the

company.

1/29/13 Washington Real

Estate Investment

Trust

WRE 1,842 3 George F. "Skip" McKenzie has communicated to WRIT's Board of Trustees his decis ion to reti re from WRIT by the end of 2013. The

WRIT Board has requested that Mr. McKenzie remain with WRIT in order to oversee the sa le of the Medica l Office Divis ion and the

reinvestment of proceeds , and Mr. McKenzie has agreed to do so.

11/3/12 Strategic Hotels &

Resorts , Inc.

BEE 1,800 5 Strategic Hotels & Resorts , Inc. announced that Laurence S. Gel ler is s tepping down as Pres ident and Chief Executive Officer and

member of the company's Board of Directors , effective immediately. Raymond L. "Rip" Gel lein, Jr., Chai rman of the company's Board

of Directors , wi l l assume the additional role of Chief Executive Officer. Mr. Gel ler wi l l serve in an advisory role to Mr. Gel lein unti l

the end of the year. Gel lein has been a member of the company's Board of Directors s ince August 2009 and has served as i ts

Chairman s ince August 2010. Previous ly, he was Pres ident of the Global Development Group for Starwood Hotel s and Resorts

Worldwide and, before that, was the Director.

2/22/13 Barnes Group Inc. B 1,786 3 Barnes Group Inc. announced that i ts Board of Di rectors has appointed COO Patrick J. Dempsey, 48, to Pres ident and CEO of the

Company, effective March 1, 2013. Gregory F. Mi lzcik is reti ring after serving as Pres ident and CEO and Director of Barnes Group Inc.

s ince 2006, but wi l l remain with the Company through May 3, 2013, as Executive Vice Chairman. Prior to joining Barnes Group,

Dempsey held leadership pos itions at Uni ted Technologies ' Pratt and Whitney Divis ion and the Interturbine Group of Companies .

1/27/12 Fa ir Isaac Corp. FICO 1,785 4 On January 24, 2012, Fai r Isaac Corp. announced that Mark N. Greene reti red from his pos i tion as the Chief Executive Officer. Greene

wi l l be succeeded by Wi l l iam J. Lans ing, currently a member of the Board of Di rectors of the company. Greene's reti rement as Chief

Executive Officer i s effective January 26, 2012 and Lans ing's appointment as CEO i s effective January 27, 2012.

8/15/12 The New York

Times Company

NYT 1,761 3 The New York Times Company announced that BBC Director‐Genera l Mark Thompson wi l l become its next pres ident and CEO. He

wi l l a lso become a member of the company's board of directors . Mr. Thompson, wi l l report to the board of directors and to Arthur

Sulzberger, Jr., cha irman of the Times company. He is relocating to New York and is expected to start his new role in November.

Most recently, he has led the BBC's multimedia coverage of the London Olympic Games.

9/1/11 Itron, Inc. ITRI 1,714 2 Itron, Inc. announced that LeRoy D. Nosbaum, 65, has been appointed pres ident and chief executive officer, effective immediately.

Mr. Nosbaum has al so been appointed to the company's board of directors . Mr. Nosbaum previous ly served as Itron's chairman

and chief executive officer and brings over 40 years of relevant industry experience. Prior to joining company, Mr. Nosbaum held

various leadership pos itions at Metricom from 1989 to 1996.

8/18/11 Texas Roadhouse,

Inc.

TXRH 1,681 2 Texas Roadhouse Inc. announced executive management changes at the Company, effective August 18, 2011. W. Kent Taylor wi l l

resume the role as Chief Executive Officer of the Company, a pos i tion he held between May 2000 and October 2004. Prior to being

named Chief Executive Officer in May 2000, he was the Company's Pres ident s ince i ts founding in 1993. Mr. Taylor wi l l a l so reta in

his pos i tions as Cha irman of the Company and Board. Mr. Taylor's return to his prior pos i tion as Chief Executive Officer fol lows the

res ignation of G.J. Hart, former Pres ident, Chief Executive Offi cer and a member of the Board of Directors , effective August 17, 2011.

3/2/12 Si l icon

Laboratories Inc.

SLAB 1,671 5 Si l i con Laboratories Inc. announced that Necip Sayiner wil l s tep down as pres ident and chief executive officer on Apri l 18, 2012, the

day prior to the company's Annual Shareholder Meeting. Tyson Tuttle, chief operating offi cer and a 15 year company veteran wi l l be

appointed as pres ident and CEO at that time and wi l l be nominated for election to the board of directors . Mr. Sayiner joined

Si l i con Labs in September 2005 and led the trans formation of Si l icon Labs into a wel l ‐divers i fied growth bus iness .

7/23/13 Polycom, Inc. PLCM 1,639 2 Polycom, Inc. announced the appointment of Kevin Parker as Interim CEO and interim Pres ident. Mr. Parker has served on the

company's board s ince 2005, and is currently a Managing Principa l at Bridge Growth Partners , LLC. Mr. Parker replaces Andrew Mi l ler

who res igned as CEO, Pres ident and a member of the Board of Directors on July 19, 2013, after the Audit Committee of the Board of

Directors found certa in i rregulari ties in Mr. Mil ler's expense submiss ions , for which Mr. Mil ler accepted respons ibi l i ty.

7/24/12 Manhattan

Associates , Inc.

MANH 1,630 2 The company announced the plans for Eddie Capel to succeed Pete Sinisgal l i as company’s chief executive officer effective January

1, 2013. Mr. Sinisga l l i wi l l continue to serve on the company Associates Board of Directors . Mr. Capel joined the company in June

2000 and has deep experience in al l areas of the company's bus iness . To help him prepare for the CEO role, he was appointed to

the chief operating officer pos i tion in January 2011. Effective, July 24, 2012, he is promoted to pres ident and chief operating officer

and appointed to the Manhattan Associates Board of Directors .

3/4/13 Minera ls

Technologies Inc.

MTX 1,585 2 Mineral s Technologies Inc. announced that i ts Board of Di rectors has elected Robert S. Wetherbee as Pres ident and Chief

Executive Officer, and that Joseph C. Muscari , who has served as Chairman and Chief Executive Offi cer s ince 2007, wi l l remain with

the company as Executive Chairman. Mr. Wetherbee, who was Pres ident of ATI Tungsten Materia ls in Nashvi l le, Tennessee, wi l l

join the company March 11. Before joining Al legheny Technologies , Mr. Wetherbee spent 29 years at Alcoa Inc. .

12/26/12 Mobi le Mini , Inc. MINI 1,572 3 The Board of Directors of Mobi le Mini , Inc. has appointed Board members Frederick G. McNamee, II I and Lawrence Trachtenberg as

Interim Co‐Chief Executive Officers (CEOs) of the company effective December 23, 2012, which is the effective date of Steven G.

Bunger's departure from the company. McNamee and Trachtenberg wi l l serve in such pos i tions unti l the company completes the

process of hiring a permanent CEO. Frederick G. McNamee, III , has served as a director of the Board s ince June 2008 and is the

chai rman of the company's Nominating and Corporate Governance Committee. Lawrence Trachtenberg, has served as a director of

the Board s ince 1995. He previous ly served as the company's Executive Vice Pres ident, Chief Financia l Offi cer, Genera l Counsel ,

Secretary and Treasurer. As previous ly announced on October 2, 2012, the company's lead independent director, Michael Watts , wil l

assume the role of Chairman of the Board effective as of the date of Mr. Bunger's departure.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


12/11/12 Magel lan Health

Services Inc.

MGLN 1,563 1 The company announced that effective January 1, 2013, Barry M. Smith, a member of the company's board, wi l l be appointed CEO,

and that Cha irman and CEO Ren Lerer, M.D. wi l l become the ful l ‐time Executive Chairman. Smith has deep knowledge of hea lth

care gained through direct industry experience as wel l as service on Magel lan's board. Smith prior industry experience includes

serving as the founder, cha irman, pres ident and CEO of Vis taCare, cha irman and CEO of ValueRx, a divis ion of Va lue Health Inc.,

and senior roles in both PCS Inc. and Baxter International . Smith is currently the lead director of CenseoHealth, the chairman of

Optimal Radiology, and the lead director of Halcyon Heal th Services .

1/3/13 Coinstar, Inc. CSTR 1,560 1 Coinstar, Inc. announced that the Coinstar Board of Directors has appointed J. Scott Di Va lerio, currently Coinstar's chief financia l

officer, as the company's next chief executive offi cer, effective Apri l 1, 2013. Di Va lerio was al so appointed to the Coinstar Board of

Directors effective at that time. Di Valerio wi l l succeed Paul Davis , 55, who is reti ring on March 31, 2013. Davis wi l l remain a

member of the Coinstar Board of Directors through March 2013. The company also announced that Galen C. Smith, senior vice

pres ident of finance at Redbox Automated Reta i l , LLC, Coinstar's whol ly‐owned subs idiary, wi l l succeed Di Valerio as chief

financia l officer. Smith, 36, joined Coinstar in 2009 and has served in his current role leading the finance function at Redbox s ince

2011, and prior as corporate VP, finance and treasurer for the company.

9/22/11 Simpson

Manufacturing Co.,

Inc.

SSD 1,549 4 Simpson Manufacturing Co., Inc. announced that Tom Fi tzmyers wi l l be i ts new Chai rman. The company a lso announced that Karen

Colonias wi l l assume Fi tzmyers ' role as Pres ident and CEO of the company. Colonias most recently held the pos i tion of CFO.

Fi tzmyers has been with the company s ince 1978 and has led the company in the role of CEO s ince the company went publ ic in

1994. Al l new pos itions wi l l be effective as of January 1, 2012.

3/20/13 Hi l lenbrand, Inc. HI 1,549 4 Kenneth A. Camp has noti fied the Board of Directors of Hi l lenbrand, Inc. of his intent to reti re as pres ident, CEO and di rector.

Hi l lenbrand's Chairman of the Board, Joe Loughrey, has confi rmed Ken's pending reti rement and announced the decis ion of the

Board of Directors to transfer leadership to accompl i shed Hi l lenbrand executive, Joe Raver. Unti l the Sept. 6 trans i tion, Raver wi l l

continue as pres ident of the Process Equipment Group in Europe, which includes continuing the integration of Coperion.

1/23/13 Blackbaud Inc. BLKB 1,542 5 Blackbaud Inc. announced that Marc Chardon wi l l s tep down as the company's Pres ident and Chief Executive Officer and a director

at the end of 2013, or earl ier i f a successor i s named.

5/31/12 El Paso Electric Co. EE 1,540 2 On May 31, 2012, El Paso Electric Co. announced that Thomas V. Shockley, II I , who has been serving as interim CEO s ince the

res ignation of David W. Stevens, was appointed the company's permanent CEO on May 31, 2012.

6/7/12 CACI Int'l Inc. CACI 1,539 1 On June 6, 2012, CACI International Inc. announced that, Paul M. Cofoni , Pres ident and Chief Executive Offi cer, noti fied the company

of his intention to reti re as of December 1, 2012. To support a smooth and effi cient trans i tion, effective July 1, 2012, Mr. Cofoni wi l l

assume the role of Chief Advisor to the Executive Chai rman of the Board of Directors . On June 6, 2012, the company a lso announced

that Daniel D. Al len, currently the Pres ident, U.S. Operations, of CACI‐INC. FEDERAL, wi l l be appointed Pres ident and Chief Executive

Officer of the company, effective July 1, 2012. Dan Al len joined CACI as Chief Operating Officer of U.S. Operations in March 2011.

5/7/13 WebMD Health

Corp.

WBMD 1,525 3 The Board of Di rectors of WebMD Health Corp. has appointed David J. Schlanger to serve as Interim Chief Executive Offi cer. Cavan

M. Redmond, CEO and member of the Board of Directors , wi l l be leaving the Company, effective immediately. The Board is

commencing a search for a new CEO. Mr. Schlanger has been with WebMD and its predecessor companies for 18 years , most

recently as Senior Vice Pres ident, Strategic and Corporate Development.

1/5/12 Advent Software,

Inc.

ADVS 1,510 2 Advent Software, Inc. announced that i t has appointed the company's pres ident, David Peter F. Hess , 41, as Chief Executive Officer

effective June 30, 2012. Mr. Hess wi l l succeed Stephanie G. DiMarco, Founder, CEO and a di rector of the company, who is s tepping

down as CEO effective June 30, 2012. Mr. Hess joined Advent in 1994 and was appointed as Pres ident of Advent in December 2008. In

this role, Mr. Hess had globa l respons ibi l i ty for s trategy, product marketing, sa les , services , and support of Advent solutions for

the industry's largest fi rms .

5/8/13 Fus ion‐io, Inc. FIO 1,490 5 Fusion‐io, Inc. announced that Shane Robison has been named Chairman, Chief Executive Officer and Pres ident, effective

immediately. Mr. Robison, who is a di rector of the Fus ion‐io Board of Directors , succeeds David Flynn, who has res igned as CEO

and Pres ident to pursue entrepreneuria l investing activi ties . Mr. Robison has more than 30 years of experience in senior bus iness

management and product development roles with some of the technology companies , including AT&T Labs, Cadence Des ign

Systems and Apple. He most recently served as EVP and Chief Strategy and Technology Offi cer of Hewlett‐Packard Company from

May 2002 unti l November 1, 2011.

7/23/13 VIVUS Inc. VVUS 1,450 5 VIVUS Inc. announced that i ts Board of Directors has appointed Michael Astrue to serve as i ts Cha irman and Anthony Zook to serve

as i ts Chief Executive Offi cer, effective July 22, 2013. Mr. Astrue formerly served as Chief Executive Officer of Transkaryotic Therapies ,

Chairman of the Massachusetts Biotechnology Counci l , and Commiss ioner of Socia l Securi ty. Mr. Zook formerly served as Executive

Vice Pres ident, Global Commercia l Operations for AstraZeneca and Pres ident of Medimmune.

6/25/13 Impax

Laboratories Inc.

IPXL 1,424 3 Impax Laboratories Inc. announced that Dr. Larry Hsu plans to reti re as Pres ident and Chief Executive Offi cer of Impax Laboratories

Inc. Dr. Hsu wi l l remain wi th the company in his current pos i tion unti l a replacement CEO is hi red. He wi l l a l so remain a member

of the Board of Directors fol lowing the appointment of his successor.

6/7/13 Sti l lwater Mining

Co.

SWC 1,404 5 Sti l lwater Mining Co. reported that Frank McAl l i s ter, the company's CEO, has announced his reti rement from the company. Mr.

McAl l i s ter joined Sti l lwater Mining Company in February of 2001 as the company's CEO and Chairman of the Board of Directors .

Terrel l I . Ackerman, Vice Pres ident of Corporate Development for the company, has agreed to serve as the interim Chief Executive

Officer of the company. Mr. Ackerman served as the Vice Pres ident, Genera l Manager of East Boulder Operations . Mr. Ackerman

joined the company in March 2000 as Director of Corporate Planning after two years as an independent consultant.

11/28/11 Progress Software

Corp.

PRGS 1,390 3 Progress Software Corp. announced that on November 28, 2011 Jay H. Bhatt appointed as Pres ident and Chief Executive Offi cer,

effective December 5, 2011. Mr. Bhatt wi l l a l so be appointed to Progress Software's Board of Directors . Mr. Bhatt succeeds Richard

D. Reidy as Pres ident and Chief Executive Officer. From February 2004 unti l November 2011, when he res igned to become Pres ident

and Chief Executive Officer of Progress Software, Mr. Bhatt, age 43, served as Senior Vice Pres ident of the global Architecture,

Engineering, and Construction (AEC) divis ion at Autodesk Inc.

7/26/12 Monro Muffler

Brake Inc.

MNRO 1,354 5 The company a lso announced a long‐planned management success ion. John Van Heel , currently serving as Pres ident, wi l l be

appointed Chief Executive Offi cer of the company, effective October 1, 2012. Robert G. Gross , the company's current Cha irman and

Chief Executive Officer, wi l l be appointed Executive Chairman of the Board and wi l l continue to serve the company on a hal f‐time

bas is with a focus on strategy, acquis i tions and investor relations . Mr. Van Heel has served as Pres ident s ince March 2008 after

joining the company in October 2002.

6/25/12 Cubic Corp. CUB 1,353 5 Cubic Corporation reported the pass ing of Walter J. Zable, age 97, the corporation's founder, Chairman, Pres ident and Chief

Executive Officer. Mr. Zable had guided Cubic s ince he founded the company in 1951. The Board has named Wi l l iam W. Boyle as

interim Pres ident and Chief Executive Officer in addition to his current role as Chief Financia l Officer. Walter C. Zable has been

named to the role of Cha irman of the Board. Both Bi l l and Wal ter C. have served as Senior Executive Officers and Directors of the

company for many years .




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


12/11/12 Molycorp, Inc. MCP 1,346 4 Molycorp, Inc. announced that i ts Board of Directors has appointed Constantine Karayannopoulos as Interim Pres ident and Chief

Executive Offi cer and is immediately undertaking a search for a permanent Pres ident and Chief Executive Officer. He succeeds Mark

A. Smith, who has left the company. Constantine Karayannopoulos wi l l assume al l management respons ibi l i ties for Molycorp and

its subs idiaries , effective immediately, and wi l l continue to serve as a Di rector and the Vice Chairman of Molycorp's Board of

Directors . Karayannopoulos previous ly served as Pres ident and Chief Executive Offi cer of Neo Materia l Technologies . At Neo

Materia ls , Karayannopoulos al so served as Executive Vice Pres ident and Chief Operating Officer as wel l as Vice Pres ident and

General Manager of the company's rare earths bus iness unit and Vice‐Pres ident of Sa les . The company noted that, in the near

term, Mr. Karayannopoulos 's focus wi l l include maximizing the synergies between the resource and downstream divi s ions as wel l

as ensuring that the company has a sufficient l iquidi ty cushion from cash from operations , tight cost controls , and potentia l

proceeds from revolving credit faci l i ties or certa in equipment financing and other sources .

10/24/12 Entegris , Inc. ENTG 1,322 4 The company announced that Bertrand Loy, currently chief operating offi cer wi l l succeed Gideon Argov as pres ident and CEO as part

of a management success ion and trans i tion plan. Effective November 1, 2012, Bertrand Loy wi l l be promoted to pres ident and

elected to the company's board of directors . Gideon Argov wi l l continue to serve as chief executive officer and di rector of the

company unti l November 27, 2012 when Mr. Loy wil l assume the posi tion of chief executive officer.

2/14/13 Gul fmark

Offshore, Inc.

GLF 1,300 5 Gulfmark Offshore announced that Bruce Streeter has elected to reti re from the company as an officer and director effective at

Annual Stockholders Meeting on June 4, 2013. Bruce has led the company for 23 years s ince i ts inception as Pres ident and Chief

Executive Officer. Quintin Kneen, the Chief Financia l Officer, would assume the additiona l role of Pres ident and Chief Executive

Officer. Mr. Kneen has served the company in various capaci ties s ince he joined the company in 2008.

5/22/12 Hanger, Inc. HGR 1,294 NA On May 21, 2012, Thomas F. Kirk, the Chief Executive Officer of Hanger Orthopedic Group Inc., noti fied the company of his intention

to reti re from the company and its affi l ia tes . The Board of Di rectors of the company accepted the notice of Ki rk's reti rement, which

wi l l be effective on December 31, 2012, and appointed Kirk to the newly created office of Vice Chairman of the company, effective

immediately. Ki rk remains a member of the Board of Directors of the company, and wi l l serve as Vice Chairman unti l the

Reti rement Date. Also on May 21, 2012, the Board of Directors appointed Vinit K. Asar, the Pres ident and Chief Operating Officer of

the Corporation, as successor to the office of Chief Executive Officer, effective immediately. Asar wi l l no longer serve in the role of

Chief Operating Officer of the Corp., and that office wi l l remain vacant unless the Board of Directors takes further action to fi l l such

officer pos ition in the future.

1/4/12 PHH Corp. PHH 1,286 4 PHH Corporation announced that i ts board of directors has elected Glen A. Mess ina , Pres ident and Chief Executive Offi cer, effective

immediately. Mr. Mess ina has al so been elected to the board of directors as a Class III di rector. Mr. Mess ina has been the

company's Chief Operating Officer s ince joining the company in July 2011. Mr. Mess ina succeeds Jerome Sel i tto, who has res igned

as Pres ident and Chief Executive Officer, effective immediately. Most recently, he served as Chief Executive Officer of GE Chemica l

and Monitoring Solutions .

11/3/11 Synageva

BioPharma Corp.

GEVA 1,275 5 Trimeris Inc. completed its previous ly announced merger with and into Synageva BioPharma Corp. On November 2, 2011 upon

completion of the Merger, Martin Mattingly and James Thomas were removed as the combined company's Chief Executive Officer

and Chief Financia l Officer, respectively, however they wi l l remain employed by the combined company for a period of 60 days

fol lowing the completion of the Merger to provide trans i tion services . In addition, Sanj. K Patel , Cars ten Boess and Chris Heberl ig

were appointed Pres ident and Chief Executive Officer, Chief Financia l Officer and Principa l Accounting Officer of the combined

company, respectively.

12/13/12 NII Holdings Inc. NIHD 1,274 5 NII Holdings Inc. announced that i ts Board of Directors has appointed Steven M. Shindler, currently Chairman of the Board, to the

additional pos i tion of interim Chief Executive Offi cer, effective immediately. Shindler, who was the company's CEO from 2000‐2008,

wi l l serve as interim CEO whi le the Board conducts a search for a permanent chief executive. Shindler replaces Steven P. Dussek,

who has stepped down as CEO and a member of the Board to pursue other opportunities . Shindler has served as Chairman of NII

Holdings s ince 2000 and was the company's CEO from 2000 to 2008. He served as Chief Financia l Officer of Nextel Communications

from 1996 to 2000. Earl ier, from 1987 to 1996, Shindler was Managing Director of Toronto‐Dominion Bank, where he ra ised capita l

for wireless companies .

11/8/12 Orient‐Express

Hotels Ltd.

OEH 1,273 5 Orient‐Express Hotels Ltd. announced that John M. Scott I II has been appointed Pres ident and Chief Executive Officer and a

Director. Mr. Scott, 47, i s an experienced operator of luxury hotels who most recently served as Pres ident and CEO of Rosewood

Hotels & Resorts , where he oversaw a portfol io of 17 ultra ‐luxury hotels located in seven countries wi th combined revenues of

more than $500 mi l l ion. Mr. Lovejoy noted that Mr. Scott formerly served as Pres ident and CEO of Rosewood Hotels & Resorts from

2003 unti l the sa le in 2011 of Rosewood and related owned hotel assets .

6/18/12 The Brink's

Company

BCO 1,250 1 The Brink's Company appointed Thomas C. Schievelbein as the company's cha irman of the board of directors , pres ident and chief

executive officer, effective from June 15, 2012. Mr. Schievelbein served as the interim pres ident and chief executive officer of the

company s ince December 2011, prior to which he served as the interim executive cha irman of the company from November 2011 to

December 2011. Mr. Schievelbein served as pres ident of Northrop Grumman Newport News from November 2001 unti l his

reti rement in November 2004.

9/2/11 Heartland Express ,

Inc.

HTLD 1,242 4 The Board of Di rectors of Heartland Express , Inc. announced that Russel l Gerdin, 70, Chief Executive Officer and Chairman of the

Board, has reti red due to hea lth reasons. Russel l wi l l continue to be recognized by the company as Chairman Emeritus . Michael

Gerdin, 41, Pres ident and Director, was named Chief Executive Officer and Chairman of the Board. Michael Gerdin has served as

Pres ident s ince May of 2006, as a Board member s ince May of 1996, and has been acting Chairman of the Board s ince January 2011.

In addition to Mr. Gerdin's experience, the company's other senior corporate officers have a combined 142 years of experience with

the organization.

2/26/12 Select Comfort

Corp.

SCSS 1,238 4 Select Comfort Corporation announced that effective June 1, chief operating officer Shel ly Ibach, wi l l succeed Bi l l McLaughl in as

pres ident and chief executive officer. In anticipation of her new role, Ibach was appointed to the board of directors effective

immediately. As part of the success ion plan, McLaughl in, 55, wi l l a l so reti re as a di rector of the board on June 1. Ibach, 51, was

named chief operating officer in June 2011. Prior to that, she was executive vice pres ident of sa les and merchandis ing. She has

a lso held leadership posi tions within the department store divis ion of Target Corp. and at both Macy's and Marshal l Field's home

divis ions .

12/13/12 Arbitron Inc. ARB 1,228 1 On December 13, 2012 Arbitron Inc. announced the reti rement of Wil l iam T. Kerr and that Sean R. Creamer would succeed Mr. Kerr as

Pres ident and Chief Executive Officer of Arbitron. The reti rement of Wi l l i am T. Kerr as Arbitron’s Pres ident and Chief Executive

Officer is expected to take effect on January 1, 2013, at which time his successor wi l l assume the pos ition of Pres ident and Chief

Executive Officer. Fol lowing his reti rement as Pres ident and Chief Executive Offi cer, Mr. Kerr wi l l remain a member of the Arbitron

Board of Directors . Since August 2011 Mr. Creamer has served as Executive Vice Pres ident, Chief Operating Officer of Arbi tron and,

s ince August 2012 a member of the Board of Directors . In June 2010 Arbitron named Mr. Creamer Executive Vice Pres ident, U.S.

Media Services . Mr. Creamer joined Arbi tron in September 2005 as Executive Vice Pres ident, Finance and Planning. In November

2005, he was named Chief Financia l Officer and mainta ined that responsibi l i ty through March 2011 and, on an interim bas is , from

May 2012 through August 2012.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


7/15/11 Coeur d'Alene

Mines Corp.

CDE 1,215 1 Coeur d'Alene Mines Corporation announced that Mitchel l J. Krebs has been appointed as Pres ident and Chief Executive Officer of

the company. In addition, the board of Directors a lso elected Mr. Krebs as a director and Robert E. Mel lor as non‐executive

Chairman of the board. Messrs . Krebs and Mel lor are succeeding Dennis E. Wheeler, who res igned from Coeur as Pres ident, CEO

and Chairman of the board of Directors on July 11, 2011. Mr. Krebs was previous ly the Company's Senior Vice Pres ident and Chief

Financia l Officer, and wi l l continue to serve as CFO. With Mr. Krebs continuing as CFO, El izabeth M. Druffel continues as Chief

Accountant and, upon Mr. Krebs ' appointment to CEO, became the Company's principa l accounting officer.

7/22/13 Park National

Corp.

PRK 1,214 NA The board of directors announced that effective January 1, 2014, Park Pres ident David L. Trautman wi l l become chief executive

officer of Park Nationa l Corporation. Trautman wi l l then serve as pres ident and chief executive offi cer, whi le C. Daniel DeLawder

wi l l continue in his role as chairman of Park National Corporation. Al so effective Jan. 1, 2014, Park Nationa l Corp. and Park Nationa l

Bank CFO Brady Burt wil l assume the role of secretary of the company, currently held by Trautman.

7/30/13 AVG Technologies

N.V.

AVG 1,201 NA AVG Technologies N.V. appointed Gary Kovacs as Chief Executive Officer and Managing Di rector. Mr. Kovacs joins AVG from Mozi l la

Corporation, where he was most recently CEO and respons ible for expanding the company's desktop and mobi le bus inesses . Over

the course of his 25‐year career and prior to joining Mozi l la , Mr. Kovacs was Senior VP of Markets , Solutions & Products at Sybase

and General Manager and VP of Mobi le & Devices at Adobe Systems.

3/7/13 BBCN Bancorp, Inc. BBCN 1,152 NA BBCN Bancorp, Inc. announced that Kevin S. Kim, 55, Cha irman of the company and Bank Boards of Directors , has been appointed to

the additiona l pos itions of Pres ident and Chief Executive Officer of BBCN Bancorp, effective immediately. Kim was named Chairman

of BBCN Bancorp in May 2012 and has served as a director of BBCN Bancorp and Chairman of BBCN Bank s ince December 2011, upon

the merger of Center Financia l Corporation with Nara Bancorp, Inc. and Nara Bank with Center Bank.

7/5/13 Acacia Research

Corporation

ACTG 1,146 3 Acacia Research Corporation announced that i ts board of directors has appointed Matthew Vel la , Acacia 's current Pres ident, as

Chief Executive Officer and a director effective August 1, 2013. Mr. Vel la wi l l continue to serve as Pres ident of Acacia . Paul Ryan,

Acacia 's current Chief Executive Officer and a director, has announced his intent to reti re and wi l l accordingly res ign as Chief

Executive Officer and as a director of Acacia , effective July 31, 2013. Mr. Vel la joined Acacia in November 2006 as Vice Pres ident.

9/4/12 Francesca 's

Holdings Corp.

FRAN 1,145 5 The company a lso announced a senior leadership trans i tion plan. Effective December 31, 2012, Chief Executive Officer John De

Meritt has decided to reti re from the company and the board to pursue persona l endeavors . The board has appointed Nei l l P.

Davis , current Pres ident and di rector s ince 2007, to serve as the Chief Executive Offi cer effective January 1, 2013. Mr. Davis has been

with the company s ince 2007, fi rs t joining as a member of the board of directors . Mr. Davis has extens ive leadership experience in

the retai l industry including 15 years at The Men's Wearhouse where he served in the senior executive pos i tions of Executive Vice

Pres ident, Chief Financia l Officer, Treasurer and Principal Financia l Officer.

1/8/13 Bi l l Barrett Corp. BBG 1,110 NA Bi l l Barrett Corp. announced that i ts board of di rectors has appointed R. Scot Woodal l , Chief Operating Officer, as interim Chief

Executive Officer fol lowing Fred Barrett's decis ion to step down as Chairman of the Board, Chief Executive Offi cer, Pres ident and a

director of the company, effective immediately. In addition to serving as interim CEO, Mr. Woodal l wi l l maintain his current

responsibi l i ties as COO whi le the search i s conducted.

8/23/11 Valass is

Communications

Inc.

VCI 1,087 NA On August 17, 2011, Alan F. Schultz, the Pres ident, Chief Executive Officer and Chairman of Va lass is Communications Inc. noti fied

the Board of Di rectors of the company of his decis ion to reti re as the company's CEO and Pres ident, effective December 31, 2011. On

August 22, 2011, the Board appointed Robert A. Mason as the company's CEO and Pres ident, effective January 1, 2012. Mr. Mason,

age 54, has served as the company's Executive Vice Pres ident of Sales and Marketing s ince January 2011. In addition, on August 22,

2011, the Board, upon recommendation of the company's Corporate Governance/Nominating Committee, increased the s ize of the

Board from nine to ten di rectors and appointed Mr. Mason as a director of the company, effective September 1, 2011.

12/21/11 Integra

Li feSciences

Holdings Corp.

IART 1,076 NA Effective January 3, 2012, the Board appointed Peter Arduini as Pres ident and Chief Executive Offi cer. In addition, the Board elected

Mr. Arduini to a newly‐created pos i tion on the Board. Since Mr. Arduini joined Integra in November 2010 as Pres ident and Chief

Operating Officer, he has been respons ible for Integra 's operations, including worldwide sales and marketing, research and

development, manufacturing, qua l i ty and regulatory activi ties , and human resources . Before joining Integra, Mr. Arduini was

Pres ident of Medication Del ivery at Baxter Healthcare.

3/20/12 Ixia XXIA 1,072 4 Ixia announced that Victor Als ton has been appointed as Ixia 's Chief Operating Officer and wi l l s tand for election to the Board of

Directors at the company's annual meeting of shareholders scheduled to be held on May 10, 2012. In addition, the company

announced that Atul Bhatnagar, the company's Pres ident and CEO, wi l l be leaving the company effective as of the date of the

annual meeting and wi l l not stand for reelection to the Board. Ixia a lso announced that Mr. Als ton wi l l succeed Mr. Bhatnagar as

Pres ident and CEO fol lowing Mr. Bhatnagar's departure from the company. Mr. Al ston joined the company in 2004 and has served as

the company's Senior Vice Pres ident, Product Development s ince June 2007.

4/15/13 Tessera

Technologies Inc.

TSRA 1,071 NA Tessera Technologies Inc. announced that the board of directors has named Richard S. Hi l l as interim CEO and executive chairman

of the board of directors , effective immediately. Robert A. Young, Ph.D. res igned as a di rector on the board and as the company's

Pres ident and CEO effective as of Apri l 15, 2013. As previous ly announced on March 25, 2013, the company has commenced a search

for a new CEO. Upon the success ful completion of the CEO search, Mr. Hi l l wil l return to his former role of non‐executive chai rman.

7/8/13 Barnes & Noble,

Inc.

BKS 1,031 5 Barnes & Noble, Inc. announced that Wi l l iam Lynch has res igned as Chief Executive Officer and director of the company effective

immediately. The company also announced that Michael P. Huseby has been appointed as Pres ident of Barnes & Noble, Inc. Mr.

Huseby and Mitchel l Kl ipper, Chief Executive Officer of the Barnes & Noble Retai l Group, wi l l report di rectly to Leonard Riggio,

Executive Chai rman of Barnes & Noble, Inc.

4/22/13 Nationa l Financia l

Partners Corp.

NFP 1,017 NA National Financia l Partners Corp. expects to appoint Douglas Hammond, the company's pres ident and COO, to be its CEO, after

Jess ica Bibl iowicz, s teps down from that role in May.

4/2/13 Accretive Health,

Inc.

AH 1,011 NA The Board of Di rectors of Accretive Health, Inc. announced that Stephen Schuckenbrock, formerly pres ident of Del l Services , has

been named Pres ident and Chief Executive Offi cer and a member of the Accretive Board of Directors effective on Apri l 3, 2013. Fi rm

co‐founder and current Pres ident and Chief Executive Officer Mary Tolan has been elected Chairman of the Board of Directors . Co‐

founder and current Cha irman of the Board J. Michael Cl ine wi l l continue to serve as a director of the company. Prior to Del l ,

Schuckenbrock was co‐chief operating officer and executive vice pres ident of globa l sa les and services for EDS.

2/5/13 BJ's Restaurants ,

Inc.

BJRI 1,004 NA Effective from February 1, 2013, Jerry Deitchle reti red as Chief Executive Officer of BJ's Restaurants , Inc. He wi l l continue to serve as

Chairman of the Board of company. As previous ly disclosed, effective February 1, 2013, Gregory Trojan, the company's Pres ident,

became the company's Chief Executive Officer.



Appendix:

Stock Price Performance of Spin‐Offs


SSPPIINN‐‐OOFFFFSS RREETTUURRNNSS AANNAALLYYSSIISS:: SSUUMMMMAARRYY

In this Appendix, we summarize our historical spin-off stock price performance study. We have reviewed spin-offs occurring since 1993 (20 years) to assess how both the parent and spun-off company stocks performed and develop an investment strategy based on this analysis. Our universe included U.S. companies where the spun-off company had an initial market capitalization of at least $25 million. Through December 31, 2012, the sample size is 293 spin-off transactions. In turn, we measured the company’s total return (share price + dividend) on both an absolute and relative basis for various timeframes prior to and subsequent to the spin-off’s effective date. Our relative return statistics are based on the total return of the company vs. its S&P 1500 sector (equal-weighted). The investing strategy for spin-offs is to purchase the parent company’s shares 4 to 6 months prior to the spin-off, sell them on the spin-off date and hold onto spun-off companies with a market capitalization of less than $5 billion on the spin-off date (keeping in mind that spun-off companies have historically underperformed in the first month after the spin-off). Conclusions from Historical Spin-off Analysis:

Spun-off companies provided an average total return of 19% and relative total return of 11% in the one-year periods after the spin-off. Volatility of returns, as measured by standard deviation, was high. The “hit rate” (percent of companies achieving positive returns) was 56% and 52% on an absolute and relative return basis, respectively.

First several months provide an opportunity to buy? Spun-off companies performed poorly in the 1 and 3 month periods after the spin-off, with negative to flat average absolute and relative returns in the first month and flat average and relative returns in the 3 months subsequent to the spin-off date. Hit rates were below 50% on a relative basis.

The spin-off anomaly persists! The strategy of buying spun-off companies has certainly become more main stream. However, the historical share price performance actually has not materially changed from the 1990’s period compared to a more recent time period of 2006 to 2011.

Attractive potential takeover candidates? There have been 32% of spun-off companies subsequently acquired 5 years after the spin-off, on average. As a recent example, Google announced its purchase Motorola Mobility just 8 months after it was spun-off.

Spin-off Company Metrics:

Market cap. size is important. Smaller market cap. spin-offs (<$5 billion) generated the highest stock returns on both an absolute and relative basis. Large capitalization spin-offs (greater than or equal to $5 billion market cap.) provided the worst post spin-off returns with negative absolute and relative median share price returns.

Sector is important. Spin-off companies in the industrials and materials sectors performed the best on average. Spin-off companies in the financials and energy performed the worst historically.

Transaction type is important. Carve-out transactions performed poorly (e.g., spin-offs that took place after the company was already publicly traded through an initial less than 20% IPO).

Conclusions from Analysis of Historical Parent Company Share Price Performance:

Parent companies performed well in the months leading up to the spin-off. Our analysis finds that the parent company share price outperformed its sector in the 1, 3, 6 and 9 month periods prior to the spin-off on average.


SSPPIINN‐‐OOFFFFSS RREETTUURRNNSS AANNAALLYYSSIISS:: SSUUMMMMAARRYY ((CCOONNTTIINNUUEEDD))

Parent companies performed poorly post-spin-off. Parent company stocks have not historically performed well in the 1, 3, 6, and 9 months and 1, 3, and 5 year periods after the spin-off. While there were average positive returns on an absolute basis, there were marginally positive to negative average and median relative returns with low hit rates.

SSPPIINN‐‐OOFFFF RREETTUURRNN AANNAALLYYSSIISS

Below we summarize the share price returns of both the parent and spun-off company during certain periods after the spin-off. We show both the absolute and relative sector returns. For example, spun-off companies had an average relative sector return of 10.9% in the one-year period after the spin-off indicating that spun-off companies, on average, outperformed their sector by 11.3 percentage points. The “hit ratio” signifies the percentage of companies with positive share price returns. Spin-offs Post Spin-Off Stock Price Performance

1 month 3 months 6 months 9 months 1 year 3 yearsAbsolute ReturnAverage -1.9% 0.7% 6.6% 15.2% 18.9% 48.3%Median -1.2% 0.5% 2.8% 6.5% 6.9% 14.0%Standard Deviation 18.9% 30.9% 47.6% 70.8% 78.7% 140.9%Hit Ratio 46.4% 51.2% 53.9% 56.1% 56.3% 59.2%

Relative ReturnAverage -3.1% 0.7% 4.5% 9.3% 10.9% 20.1%Median -3.0% -0.6% 0.0% -0.4% 1.6% -0.6%Standard Deviation 17.2% 26.5% 41.3% 64.2% 68.9% 128.3%Hit Ratio 39.1% 47.7% 50.0% 49.6% 51.9% 49.6%

Note: Sector relative total return subsequent to spin-off’s effective date; cumulative non-annualized returns. US company spin-offs >$25 million 1994-2012.

Source: Wolfe Research Accounting & Tax Policy Research; FactSet; Bloomberg; Standard & Poor’s.

Parent Company Post Spin-Off Stock Price Performance

1 month 3 months 6 months 9 months 1 year 3 yearsAbsolute ReturnAverage -0.8% 0.5% 2.9% 8.5% 12.1% 52.6%Median -0.4% 0.9% 2.5% 5.2% 7.9% 14.4%Standard Deviation 16.9% 25.2% 31.7% 47.9% 65.7% 409.9%Hit Ratio 32.0% 35.6% 35.5% 41.7% 44.9% 44.1%

Relative ReturnAverage -2.0% -0.2% 0.6% 2.5% 4.1% 25.4%Median -1.8% -1.4% -1.9% -2.3% -2.0% -12.9%Standard Deviation 15.6% 22.9% 27.7% 42.9% 58.2% 403.5%Hit Ratio 28.3% 30.8% 30.6% 32.4% 34.3% 29.0%

Note: Absolute total return subsequent to spin-off’s effective date; cumulative non-annualized returns. US company spin-offs >$25 million 1994-2012.



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Spun-off Companies’ Performance after Spin-off: By Spin Company Market Cap. Size

Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year 3 years

Absolute Returns<$250 million

No. of Spin-offs 69 69 69 68 66 58 Average -5.3% -3.1% 2.5% 19.3% 23.9% 67.6%Median -3.0% 0.0% 1.2% 6.1% 9.2% 27.0%Standard Deviation 23.1% 36.8% 49.2% 90.4% 80.2% 172.1%

$250 million - $5 billionNo. of Spin-offs 174 172 170 169 163 136 Average 0.1% 3.0% 10.4% 17.8% 20.9% 45.4%Median -0.6% 1.6% 4.9% 8.0% 7.7% 14.7%Standard Deviation 18.3% 30.6% 50.9% 68.3% 85.1% 131.8%

Greater than $5 billionNo. of Spin-offs 46 44 43 41 41 34 Average -4.4% -2.4% -2.1% -2.4% 2.7% 27.1%Median -4.0% -2.3% -3.1% 3.3% 4.6% -3.3%Standard Deviation 12.8% 19.3% 25.2% 32.5% 38.9% 114.8%

Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year 3 yearsRelative Returns

<$250 millionNo. of Spin-offs 69 69 69 68 66 58 Average -6.1% -3.2% -1.8% 9.3% 10.3% 28.4%Median -4.9% -4.1% -7.7% -3.0% 7.5% -0.6%Standard Deviation 20.6% 31.6% 45.3% 83.6% 74.7% 166.4%

$250 million - $5 billionNo. of Spin-offs 174 172 170 169 163 136 Average -1.5% 3.5% 9.2% 12.8% 15.1% 20.4%Median -1.8% 2.5% 3.3% 0.1% 2.5% -0.2%Standard Deviation 17.1% 26.1% 43.3% 61.6% 73.2% 119.6%

Greater than $5 billionNo. of Spin-offs 46 44 43 41 41 34 Average -4.8% -4.0% -4.2% -5.0% -4.7% 4.6%Median -6.2% -4.1% -3.6% 0.5% -0.6% 2.7%Standard Deviation 10.1% 16.5% 18.7% 25.2% 29.6% 80.8%

Note: Sector relative total return subsequent to effective date of spin-off; cumulative non-annualized returns. Market capitalization based on spin-off date. US company spin-offs >$25 million 1994-2012.



SSEECCTTOORR AAPPPPEEAARRSS IIMMPPOORRTTAANNTT

Spun-off Companies Share Price Performance Classified by Company Sector

Consumer Discretionary (68)

Consumer Staples (9)

Energy (20)

Financials (36)

Health Care (22)

Industrials (37)

InformationTechnology (42)

Materials (26)

-20% 0% 20% 40% 60%

Average Spin-off. 1 Year Absolute Performance (# of companies)

Spin-off Absolute Returns By Sector

Consumer Discretionary (68)

Consumer Staples (9)

Energy (20)

Financials (36)

Health Care (22)

Industrials (37)

InformationTechnology (42)

Materials (26)

-20% 0% 20% 40% 60%

Average Spin-off. 1 Year Relative Performance (# of companies)

Spin-off Relative Returns By Sector

Note: Returns subsequent to effective date of spin-off; cumulative non-annualized returns. US company spin-offs >$25 million 1994-2012.



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The strong performance of spin-off companies has been well-documented numerous times by academic studies and has been a popular strategy among event driven funds. Still, the spin-off anomaly as a profitable investment theme persists, although perhaps there may be signs of the performance weakening. We shortened our historical time horizon to only include spin-off companies in the 2006-2012 timeframe and noted the average relative share price return of 5.7%. Even more recently, the 2009-2012 spin-offs companies have and average relative share price return of 0.1%. These compare to an overall 10.9% average relative share price return from 1994-2012. Spun-off Companies’ Performance after Spin-off: 2006-2012 Spin-offs

1 month 3 months 6 months 9 months 1 year 3 years

Absolute ReturnAverage -2.4% -3.1% 3.5% 8.4% 11.4% 25.1%Median -1.1% 0.3% 0.4% 3.1% -3.6% -7.0%Standard Deviation 18.3% 27.1% 38.1% 49.4% 64.6% 137.6%Hit Ratio 47.3% 50.6% 50.0% 54.2% 48.1% 44.6%

Relative ReturnAverage -3.5% -2.0% 2.6% 3.7% 5.7% 15.5%Median -2.1% -4.9% 0.7% -3.5% -4.9% -2.2%Standard Deviation 15.3% 19.1% 28.6% 41.8% 53.0% 123.1%Hit Ratio 37.6% 43.8% 53.5% 48.2% 44.2% 48.2%

Note: Returns subsequent to effective date of spin-off; cumulative non-annualized returns. Market capitalization based on spin-off date. US company spin-offs >$25 million.


Spun-off Companies’ Performance after Spin-off: 2009-2012 Spin-offs

1 month 3 months 6 months 9 months 1 year

Absolute ReturnAverage 4.3% 8.5% 15.1% 14.6% 22.6%Median 5.8% 9.9% 13.6% 18.1% 10.9%Standard Deviation 14.7% 19.8% 31.6% 37.9% 56.1%Hit Ratio 65.1% 74.4% 69.4% 64.7% 64.3%

Relative ReturnAverage 0.4% 1.3% 4.1% -2.5% 0.1%Median -1.1% -4.6% -1.3% -6.6% -7.7%Standard Deviation 13.9% 17.7% 29.1% 34.9% 51.6%Hit Ratio 46.5% 43.6% 50.0% 41.2% 42.9%




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Spun-off Companies’ Performance after Spin-off by Sector: 2006-2012 Spin-offs

Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year 3 years


No. of Spin-offs 10 10 10 10 9 6 Average -17.3% -18.0% 3.6% 25.0% 41.7% 121.3%Median -14.9% -17.9% 5.7% 18.2% 16.4% -39.5%Standard Deviation 32.3% 43.0% 47.2% 73.4% 93.9% 294.0%

$250 million - $5 billionNo. of Spin-offs 57 55 53 52 47 33 Average -0.3% -0.8% 4.4% 8.3% 7.8% 11.4%Median 0.1% 5.6% -1.3% 3.1% -6.9% -18.2%Standard Deviation 17.1% 27.4% 41.3% 50.9% 67.9% 121.4%

Greater than $5 billionNo. of Spin-offs 26 24 23 21 21 17 Average -1.3% -2.2% 1.3% 0.7% 6.5% 17.8%Median -3.3% -3.7% -0.2% 5.1% 5.5% 10.4%Standard Deviation 10.1% 14.9% 25.5% 27.7% 35.6% 68.7%

Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year 3 yearsRelative Returns

<$250 millionNo. of Spin-offs 10 10 10 10 9 6 Average -15.4% -11.0% 4.1% 11.7% 24.5% 97.1%Median -18.6% -13.9% -0.6% -14.2% 7.4% -32.7%Standard Deviation 24.3% 27.3% 35.8% 67.1% 81.0% 274.6%

$250 million - $5 billionNo. of Spin-offs 57 55 53 52 47 33 Average -1.5% 1.6% 5.2% 5.6% 5.9% 7.6%Median -1.1% 2.1% 4.3% 0.7% -4.3% -10.4%Standard Deviation 14.8% 18.9% 30.5% 42.7% 56.6% 111.8%

Greater than $5 billionNo. of Spin-offs 26 24 23 21 21 17 Average -3.3% -6.5% -4.2% -4.6% -2.7% 1.9%Median -3.0% -9.8% -4.1% -8.1% -5.7% 7.5%Standard Deviation 9.6% 13.5% 19.3% 20.0% 20.9% 26.0%




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Spun-off Companies’ Performance after Spin-off by Sector: 2009-2012 Spin-offs

Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year


No. of Spin-offs 6 6 6 6 5 Average -4.4% 10.6% 18.6% 17.6% 33.5%Median -3.9% 20.3% 23.6% 18.2% 47.1%Standard Deviation 25.4% 26.4% 30.3% 41.7% 50.3%

$250 million - $5 billionNo. of Spin-offs 26 24 22 21 16 Average 6.2% 10.3% 13.5% 10.6% 13.1%Median 6.0% 9.8% 9.5% 14.0% 4.7%Standard Deviation 13.2% 18.2% 33.8% 41.6% 65.6%

Greater than $5 billionNo. of Spin-offs 11 9 8 7 7 Average 4.7% 2.5% 16.9% 24.3% 36.5%Median 5.8% 9.7% 21.2% 22.1% 36.0%Standard Deviation 9.6% 20.4% 29.9% 22.6% 33.6%

Spin date Market Cap. 1 month 3 months 6 months 9 months 1 yearRelative Returns

<$250 millionNo. of Spin-offs 6 6 6 6 5 Average -4.9% 7.2% 7.2% -3.9% 12.2%Median -8.1% 13.3% 7.9% -14.2% 7.4%Standard Deviation 20.9% 17.1% 33.9% 45.4% 49.1%

$250 million - $5 billionNo. of Spin-offs 26 24 22 21 16 Average 1.6% 2.0% 4.5% -3.4% -5.3%Median -1.1% -3.9% 0.4% -7.2% -11.2%Standard Deviation 13.4% 17.9% 29.4% 35.4% 61.6%

Greater than $5 billionNo. of Spin-offs 11 9 8 7 7 Average 0.3% -4.4% 0.6% 1.6% 3.7%Median 2.6% -7.0% -5.2% 16.8% 1.1%Standard Deviation 11.3% 17.9% 28.3% 27.9% 26.3%




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While specifics vary, we find that there is typically a four-to-ten month period between the announcement of a spin-off and the effective date. Based on our study, the parent company’s stock provided positive absolute average and relative returns in the months leading up to the spin-off. For example, the average stock return was 7.1% and 5.6% in the 3 month and 1 month periods prior to the spin-off (non-annualized). On a sector relative basis, these returns were 4.2% and 4.2% (non-annualized). Parent Companies’ Performance Prior to Spin-Off [non-annualized returns]

9 months 6 months 3 months 1 month

Prior Prior Prior PriorAbsolute ReturnAverage 14.6% 9.6% 7.1% 5.6%Median 7.3% 7.7% 6.0% 3.9%

Relative ReturnAverage 4.8% 3.9% 4.2% 4.2%Median 0.6% 1.9% 3.2% 3.1%

Note: Returns prior to spin-off’s effective date; cumulative non-annualized returns. 1994-2012 US company spin-offs >$25 million.

Source: Wolfe Research Accounting & Tax Policy Research; FactSet; Bloomberg; Standard & Poor’s


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Based on our analysis, we find a different subsequent return profile based on the distribution type. Companies that were distributed by way of 100% straight spin-off performed well, achieving 23% absolute and 14% sector relative returns, on average. When the distribution type was a carve-out, spin-off companies did not perform as well. Under a “carve-out” spin-off transaction, a company is spun-off even though it has already been publicly trading in the markets due to an initial IPO carve out. These stocks provided, on average, 0% absolute returns and -5% sector relative returns one year after the spin-off date. One explanation may be that since the shares have already been trading, they are well understood and known given sell and buy-side coverage. Another possibility - the parent company may be skillful in timing the final share distribution when they believe the shares are overvalued. Still another distribution type is the split-off. A split-off is when the parent company effectively repurchases its own shares of stock by paying for the repurchased shares with stock in a subsidiary. Split-off transactions are not very common – we found only 8 (with the most recent one being Pfizer / Zoetis). However, they have done very well, on average, achieving one-year absolute and sector relative returns of 46% and 39%, respectively (primarily due to the strong returns of Chipotle, KBR, and Coach). Spun-off Companies’ Performance by Distribution Type

Spin-Off (233)

Carve-out, Spin-Off (53)

Carve-out, Split-off (7)

-20%

-10%

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10%

20%

30%

40%

50%

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Average 1 Year Spin-Off Return = 19%

Spin-off Absolute Returns By Distribution Type

Spin-Off (233)

Carve-out, Spin-Off (53)

Carve-out, Split-off (7)

-20%

-10%

0%

10%

20%

30%

40%

50%

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Average 1 Year Spin-Off Outperformance = 11%

Spin-off. Relative Returns By Distribution Type

Note: Returns subsequent to effective date of spin-off; cumulative non-annualized returns. US company spin-offs >$25 million.



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Spun-off companies are commonly acquired as 96 (approximately 32%) of the companies in our sample were eventually purchased. Historically, the average timeframe between spin-off and acquisition is approximately 6 years and provided absolute cumulative returns of 8,300 bps over this time period. We did not include Reverse Morris Trust transactions in our sample (where the spun off assets are acquired simultaneously in connection with the spin-off transaction), as we view these as specifically structured for tax considerations. We list the acquired spun-off companies below. Spun-off Companies Subsequently Acquired

Absolute Absolute

Years to Return to Years to Return toSpun‐Off Company Acquisition Acquisition Spun‐Off Company Acquisition Acquisition

360 Communications Co 2.3 44% LIN Television Corp 3.2 146%

ACCESS Systems Americas Inc 2.0 ‐53% Lucent Technologies Inc 10.2 ‐69%

Adesa Inc 2.6 67% Mariner Energy Inc 4.7 30%

Advanced Medical Optics Inc 6.7 114% McData Corp 6.0 ‐83%

Agere Systems Inc 4.8 ‐28% Mcwhorter Technologies Inc 6.2 17%

Agribrands International Inc 3.1 52% Medco Health Solutions 8.6 457%

Agritope Inc 2.9 ‐19% Metris Cos Inc 7.2 ‐10%

American Community Properties Trust 11.2 27% Midas 14.2 ‐27%

Arch Chemicals Inc 12.7 271% Millennium Chemicals Inc 8.2 46%

Ascent Entertainment Group 2.9 67% MIPS Technologies 12.6 ‐76%

Associates First Capital Corp 2.7 ‐12% Momentum Business Applications Inc 3.2 30%

Avaya Inc 6.2 ‐37% Motorola Mobility 1.4 22%

Aviall Inc 12.8 234% Mykrolis Corp 3.4 48%

Barcelo Crestline Corp 3.4 121% Napster Inc 7.5 ‐82%

BJs Wholesale Club 14.0 241% Navigant International Inc 8.2 101%

Brink's Home Security 1.5 119% Novelis Inc 2.3 98%

Cable Michigan Inc 1.1 109% OMI Corp 9.0 331%

Caesars Entertainment Inc 6.4 187% Pactiv Corp 11.0 153%

Ceridian Corp 6.6 120% Palm 9.9 ‐95%

Chaparral Steel Co 2.1 814% Pennzoil‐Quaker State Co 3.8 75%

Chicago Title Corp 1.8 33% Penton Media Inc 8.5 ‐95%

ChoicePoint Inc 11.1 470% Penwest Pharmaceuticals Co 12.2 ‐35%

Cobalt Corp 5.0 182% Pharmacopeia Inc 4.6 ‐79%

Collective Brands 16.4 127% Pulitzer Inc 6.2 82%

CommScope Inc 13.5 100% Realogy Corp 0.7 15%

Conexant Systems Inc 12.3 ‐90% Retek Inc 4.5 ‐81%

CUNO Inc 8.9 380% Roadway Corp 7.9 323%

eCost.com Inc 0.8 ‐76% Sabre Holdings Corp 7.0 ‐32%

eFunds Corp 6.7 245% SeraNova Inc 0.7 ‐78%

Embarq Corp 3.1 14% Stratos International Inc 6.2 ‐90%

Facet Biotech 1.3 108% Sybron Dental Specialties Inc 5.4 197%

First National Bankshares of Florida Inc 1.0 33% Synavant Inc 2.8 ‐64%

Freescale Semiconductor Inc 2.0 117% Three Rivers Bancorp Inc 2.5 68%

General Instrument Corp 2.4 282% TicketMaster 1.4 ‐38%

Genesis HealthCare Corp 3.6 205% Travelers Property Casualty Corp 1.6 ‐1%

Gen‐On Energy 10.2 44% Triad Hospitals Inc 8.2 336%

Getchell Gold Corp 3.6 35% Triple Crown Media Inc 2.6 ‐96%

Grant Prideco Inc 8.0 208% Tween Brands Inc 10.3 ‐45%

Hifn Inc 10.3 ‐81% Ubid Inc 0.9 ‐42%

Host Marriott Services Corp 3.7 106% Union Pacific Resources Group 3.8 ‐16%

Imagistics International Inc 3.9 246% Varian Inc 11.1 464%

Imperial Parking Corp 4.1 46% Varian Semiconductor Equipment 12.6 1181%

IMS Health Inc 11.7 ‐16% Verigy Ltd 4.7 ‐9%

Intermec Inc 0.8 13% Viasys Healthcare Inc 5.6 138%

Jeffries Group 13.9 341% Voicestream 2.1 339%

Kaneb Services LLC 4.0 276% Water Pik Technologies Inc 6.4 276%

Lanier Worldwide Inc 1.2 7% Western Atlas Inc 4.4 81%

Liberty Satellite & Technology Inc 7.0 ‐98% Workflow Management Inc 5.9 ‐39%

Note: Absolute total return subsequent to effective date of spin-off; cumulative non-annualized returns. (We have excluded the Chaparral Steel and Varian Semiconductor return for the average return of 8300 bps noted in the narrative).



MMAACCRROO RREESSEEAARRCCHH LLIIBBRRAARRYY

# Report Title Topic Date

1. 2012 Pension Outlook Pensions 1/3/2012 2. Verizon Cash Flow Deep Dive: Taxes & Wireless Support Dividend Telecom [VZ] 1/5/2012 3. 2012 Stock Picking Ideas: Capital Creation and Earnings Quality Capital Allocation / Earnings Quality 1/9/2012 4. Audio Update: Key Themes in Financials with Chris Senyek Financial Institutions 1/12/2012 5. Spin‐offs, Post Bankruptcy Equity & Value Opportunities Corporate Actions 1/13/2012 6. Dividend Increases Signal Stock Price Outperformance Corporate Actions 1/30/2012 7. Weekly Spin‐off Update (Including Post Holdings Analysis) Corporate Actions [POST] 2/3/2012 8. Key Themes: Chart Book Chart Book 2/4/2012 9. Reincorporating: Will Others Follow Aon's Move? Corporate Actions / Taxes [AON] 2/15/2012 10. Audio Update: Corporate Tax Reform Unveiled with Chris Senyek Taxes 2/23/2012 11. 10‐K Navigation Guide Primer 2/28/2012 12. Key Themes: Chart Book Chart Book 3/3/2012 13. Banks: Earnings Quality Analysis Earnings Quality / Fin. Institutions 3/5/2012 14. Apple's Dividend Initiation and Buyback Corporate Actions [AAPL] 3/19/2012 15. Pensions: Restructuring & Mark to Market Adoption Pensions 3/21/2012 16. Audio Update: Pension Restructurings and MTM with Chris Senyek Pensions 3/22/2012 17. New Contrarian Ideas Based on TREE & Earnings Quality Capital Allocation / Earnings Quality 3/23/2012 18. Earnings Quality: Identifying Underperformers Earnings Quality 3/30/2012 19. Key Themes: Chart Book Chart Book 3/31/2012 20. Financial Institutions' Accounting Themes Financial Institutions 4/9/2012 21. CIT Deep Dive: Lowering Economic Book Value by $5 Corporate Actions / Fin. Institutions [CIT] 4/18/2012 22. Tax Changes in 2013 Likely to Compel Special Dividends in 2012 Corporate Actions / Taxes 4/23/2012 23. Hidden Value in Net Operating Losses (NOLs) Corporate Actions / Taxes 5/2/2012 24. Key Themes: Chart Book Chart Book 5/5/2012 25. Pro Forma Earnings Earnings Quality 5/9/2012 26. Pensions: State of the Union Pensions 5/11/2012 27. Banks: 'Q1 Earnings/Asset Quality Analysis Earnings Quality / Fin. Institutions 5/16/2012 28. Returning Cash to Shareholders: Who's Next? Capital Allocation 5/21/2012 29. Spin‐offs, Post Bankruptcy Equity & Value Opportunities Corporate Actions [ADT, LMCA, VC] 5/31/2012 30. Key Themes: Chart Book Chart Book 6/3/2012 31. Capital Allocation: Buyback and Dividend Analysis Capital Allocation 6/7/2012 32. Earnings Quality: Identifying Underperformers Earnings Quality 6/22/2012 33. Winners From Pension Funding Relief Pensions 6/26/2012 34. Audio Update: Pension Relief with Chris Senyek Pensions 6/29/2012 35. Key Themes: Chart Book Chart Book 6/30/2012 36. Pension Funding Relief Signed Into Law Pensions 7/9/2012 37. Financial Institutions' Accounting Themes Financial Institutions 7/10/2012 38. Senyek's Stock Idea Spreadsheet Capital Allocation / Database 7/17/2012 39. Repatriation Transactions and Bills to Extend Bush‐Era Tax Cuts Taxes 7/25/2012 40. Key Themes: Chart Book Chart Book 7/28/2012 41. Banks: 'Q2 Earnings/Asset Quality Analysis Earnings Quality / Fin. Institutions 8/14/2012 42. Earnings Quality: Identifying Underperformers Earnings Quality 8/23/2012 43. Key Themes: Chart Book Chart Book 9/1/2012 44. Capital Allocation: Buyback and Dividend Analysis Capital Allocation 9/5/2012 45. Financial Institutions' Accounting Themes Financial Institutions 9/7/2012 46. Audio Update: Avoiding Underperforming Stocks with Chris Senyek Earnings Quality 9/7/2012 47. European Stock Ideas: Shareholder Value Creation TREE Analysis Capital Allocation / Europe 9/20/2012 48. Tyco: ADT Deep Dive Corporate Actions [ADT, TYC] 9/26/2012 49. Key Themes: Chart Book Chart Book 9/29/2012 50. CIT: Four Possible Catalysts in 2013 Financials [CIT] 10/3/2012 51. Pensions: Year‐End Outlook Pensions 10/11/2012 52. Spin‐offs, Post Bankruptcy Equity & Value Opportunities Corp. Actions [VC, YHOO, LMCA, CPMK] 10/19/2012 53. Earnings Quality: STOXX Europe 600 Earnings Quality / Europe 10/24/2012 54. Key Themes: Chart Book Chart Book 11/3/2012 55. Post‐Election Tax Policy Outlook Taxes 11/9/2012


MMAACCRROO RREESSEEAARRCCHH LLIIBBRRAARRYY ((CCOONNTTIINNUUEEDD))

# Report Title Topic Date

56. Special Dividend Announcements Set Weekly Record Taxes / Capital Allocation 11/19/2012 57. Banks: 'Q3 Earnings/Asset Quality Analysis Earnings Quality / Fin. Institutions 11/20/2012 58. Earnings Quality: Identifying Underperformers Earnings Quality 11/28/2012 59. Key Themes: Chart Book Chart Book 12/2/2012 60. Special Dividend Announcements Set Another Weekly Record Taxes / Capital Allocation 12/3/2012 61. Stock Ideas From Buyback and Dividend Analysis Capital Allocation 12/13/2012 62. Audio Update: Tax Policy Update and Special Dividends Taxes / Capital Allocation 12/14/2012 63. Key Themes in Dividend Investing Capital Allocation 12/19/2012 64. Key Themes: Chart Book Chart Book 1/2/2013 65. 2013 Pension Outlook Pensions 1/3/2013 66. American Taxpayer Relief Act: The Truth Hurts Taxes 1/4/2013 67. Financial Institutions: 13 Themes for 2013 Financial Institutions 1/10/2013 68. Spin‐offs, Post Bankruptcy Equity & Value Opportunities Corporate Actions [ETFC, VIV.PA, VC, ADT] 1/18/2013 69. CIT: Post‐Quarter Update Financials [CIT] 1/29/2013 70. Key Themes: Chart Book Chart Book 2/4/2013 71. Conference Call: Dividend Strategies: Beyond Value Investing Capital Allocation 2/15/2013 72. 10‐K Navigation Guide: A Primer on Reading Annual Reports Primer 2/27/2013 73. Key Themes: Chart Book Chart Book 3/4/2013 74. Dividends in the Tech Sector: Searching for the Sweet Spot Dividends [QCOM] 3/18/2013 75. Earnings Quality (EQ): Identifying Underperforming Stocks Earnings Quality 3/22/2013 76. Stock Ideas from Buyback Analysis Capital Allocation 3/27/2013 77. Key Themes: Chart Book Chart Book 4/1/2013 78. Financial Institutions Key Themes Financial Institutions [CIT, ETFC, PNC] 4/10/2013 79. Earnings Quality: STOXX Europe 600 Earnings Quality / Europe 4/17/2013 80. Audio Update: Avoiding Underperforming Stocks with Chris Senyek Earnings Quality 4/18/2013 81. Pensions: State of the Union Pensions 4/30/2013 82. Key Themes: Chart Book Chart Book 5/1/2013 83. Hidden Value in Net Operating Losses (NOLs) Corporate Actions / Taxes 5/7/2013 84. Pro Forma Earnings Earnings Quality 5/9/2013 85. Buy Cyclicals in May and Go Away Portfolio Strategy 5/15/2013 86. A Primer on Stock Based Compensation Primer 5/17/2013 87. Stock Picker’s Alert: New Idea Model and Earnings Quality Stock Selection / Earnings Quality 5/21/2013 88. Proposed Lease Accounting Changes Accounting Policy 5/23/2013 89. Earnings Quality (EQ): Avoiding Underperforming Stocks Earnings Quality 5/30/2013 90. Key Themes: Chart Book Chart Book 6/3/2013 91. Increase in Rates Positive for Pension Companies Pensions 6/4/2013 92. Dividend Investing: Beyond Value Investing Portfolio Strategy / Capital Allocation 6/7/2013 93. Buy Tech – The Most Defensive Cyclical Portfolio Strategy 6/26/2013 94. Stock Picking in Technology: Where to Find Alpha Quantitative Research 6/27/2013 95. Key Themes: Chart Book Chart Book 7/1/2013 96. Our 125 Favorite Charts (2Q 2013) Portfolio Strategy 7/2/2013 97. 2Q13 Earnings Preview: Fundamentals Back in Focus Portfolio Strategy 7/10/2013 98. Audio Update: Pensions Pensions 7/11/2013 99. Financial Institutions Key Themes Financial Institutions [CIT, ETFC] 7/11/2013 100. First Look at 2Q13 Earnings Portfolio Strategy 7/22/2013 101. Reacceleration, P/E Expansion, Liquidity, and Cyclicals Portfolio Strategy 7/23/2013 * Our recurring research pieces not listed in this library include the following: Monday Strategy Update Audio Briefs, Friday “Senyek’s Weekly Spin‐off Update”, and a monthly "Senyek's Stock Ideas Spreadsheet". The weekly spin‐off note is a brief look at new announcements and activities in corporate actions and our stock idea spreadsheet is a tool to find new investment ideas based on key areas of our investment analysis and research. If you would like to be added to any of these distribution lists, please contact [email protected] or your Wolfe Research salesperson.


DDIISSCCLLOOSSUURREE SSEECCTTIIOONN

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spin-offs post-bankruptcy equity value opportunities … · august 1, 2013 chris senyek, cfa, cpa...

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