spin-offs post-bankruptcy equity value opportunities ... · 2012-2014 ytd completed spin-offs –...

MMAACCRROO RREESSEEAARRCCHH Accounting & Tax Policy Portfolio Strategy Quantitative Research

May 5, 2014

Chris Senyek, CFA, CPA Adam Calingasan, CFA, CPA Clinton Chang, CFA, CPA Chip Miller, CFA, CPA Natalie Capasso (646) 845-0759 (646) 845-0757 (646) 845-0756 (646) 845-0752 (646) 845-0753 [email protected] [email protected] [email protected] [email protected] [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 212

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 2014. In this quarterly report, we analyze current investment opportunities in spin-offs, “stub” equity, REIT conversions, NOL companies, post-bankruptcy equity, 13D filings (shareholder activism), busted IPO’s, net-net’s, thrift conversions, deep value ideas, dividend initiations, multiple share classes and CEO changes.

Robust Spin-Off Backlog. There is a large backlog of over 40 U.S. spin-offs and 10 international spin-offs in the pipeline. Recently completed spins-offs include Navient, Blackhawk Network, Lands’ End, One Gas Inc., Starwood Waypoint, and Allegion. Expected spin-offs over the next six months include National Oilwell Varco

(Distribution), Ensign Group (CareTrust REIT), Time Warner (Publishing), Liberty Ventures (TripAdvisor), NorthStar Realty Finance (Asset management), and American Realty Capital Properties (ARCenters).

Top Ideas are Knowles, AECOM, Allison Transmission, and Chemtura. Knowles is a market leader with attractive end market growth, has been neglected since its spin-off, is expected to report strong ‘2H results after a ‘1H lull with a favorable valuation. AECOM is a cash generative business model with super friendly capital allocation policies, pricing in 0% growth/little margin expansion with management’s interests directly aligned with shareholders. Allison Transmission is interesting due to its great business/premium brand, tax value, deleveraging, and proactive capital allocation policies. Chemtura is in the midst of transforming into a specialty chemicals manufacturer with a buyback catalyst in ‘2H from its AgroSolutions sale, material tax asset value, potential significant margin expansion. CEO Craig Rogerson also has a track record of value creation.

Net-Nets and Deep Value. Our Graham and Dodd deep value screen finds 17 companies (5 large cap.) with an earnings yield at least 2x the Aaa corporate yield (currently 4.22%), a dividend yield at least 2/3

rd of the Aaa

corporate yield, and a total debt to tangible book value ratio less than 100%. Large capitalization companies include CVX, CSCO, COP, SYMC, and CA.

NOL Companies. We find 56 $1B+ market capitalization companies with NOLs balances at least 25% of 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, Fairpoint Communications, WR Grace, Kodak, WCI Communities and American Airlines Group.

CEO Changes. We believe CEO changes are a neglected area of investment opportunities. Therefore, we closely monitor new CEOs for a change in strategy, capital allocation, or compensation metrics. In this report, we list recent CEO changes.

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 management signaling mechanism of a positive business outlook. Our favorite strategies are 1%+ yielding dividend initiations and large dividend increases (30%+) with a 5%+ free cash flow yield. We highlight such companies as potential new investment ideas.

http://www.wolferesearch.com/Disclosures

WolfeResearch.com of 212 Accounting & Tax Policy May 5, 2014

TTAABBLLEE OOFF CCOONNTTEENNTTSS

Portfolio Manager’s Summary: Spin-Offs .............................................................................................................. 3

Portfolio Manager’s Summary: Spin-Off Pipeline .................................................................................................. 4

Portfolio Manager’s Summary: Spin-Offs Trading Valuations ............................................................................... 5

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

Bank Thrift Conversions Since 2011 & Pending ................................................................................................... 14

Portfolio Manager’s Summary: Best & Worst Post-Bankruptcy Equity Stocks ................................................... 15

Portfolio Manager’s Summary: Post-Bankruptcy Equity Companies .................................................................. 16

New Idea: Chemtura ............................................................................................................................................ 20

New Idea: AECOM................................................................................................................................................ 23

New Idea: Allison Transmission (ALSN) ............................................................................................................... 25

New Idea: Knowles — Orphan Spin-Off with Margin/EPS Upside in ‘2H ............................................................ 28

REIT Conversions: Seemingly Past Regulatory Risk? ........................................................................................... 31

REIT Conversions: Historical Stock Returns ......................................................................................................... 32

13D Filings ............................................................................................................................................................ 33

Spin-Offs: Overview ............................................................................................................................................. 36

Spin-Offs Returns Analysis: Summary.................................................................................................................. 37

Recently Completed Spin-Offs - U.S. ................................................................................................................... 39

Robust Spin-Off Backlog Creates Investment Opportunities .............................................................................. 41

Announced Spin-Offs / Split-Offs ......................................................................................................................... 42

Current Other Transactions Pipeline ................................................................................................................... 43

Announced Spin-Offs (International)................................................................................................................... 43

Recent Spin-Offs Trading Valuations ................................................................................................................... 44

Contrarians Take Note: Busted Spin-Offs ............................................................................................................ 52

Busted Parent Companies After Spin-Offs ........................................................................................................... 53

Spin-Offs: Business Descriptions and Stock Charts ............................................................................................. 54

Equity Investments Held By Parent Companies ................................................................................................ 106

Post-Bankruptcy Equity Companies ................................................................................................................... 111

“Busted” IPOs .................................................................................................................................................... 139

Bank Thrift Conversions ..................................................................................................................................... 141

Dividend Investing: Summary Of Empirical Evidence ........................................................................................ 145

Dividend Strategy Relative Share Price Returns ................................................................................................ 146

Dividend Initiating Companies Meeting Yield And Valuation Criteria ............................................................... 147

Large Dividend Growth With More Capacity ..................................................................................................... 149

Contrarians Corner: Recent Initiation or Large Increase with 5%+ FCF Yield .................................................... 150

Recent Dividend Cuts: Our Most Contrarian Group of Companies ................................................................... 152

Multiple Share Class Equities ............................................................................................................................. 161

Net-Net Companies ........................................................................................................................................... 163

Deep Value Screen: Dividend, Earnings Yield, and Modest Debt ...................................................................... 165

NOL Companies: Hidden Value Ideas ................................................................................................................ 167

Financial Companies with Large NOLs and Tax Credits ..................................................................................... 173

CEO Changes ...................................................................................................................................................... 175

Spin-Offs Returns Analysis: Summary................................................................................................................ 201

Macro Research Product Overview ................................................................................................................... 210


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

We closely monitor spin-offs and other special situations as we’ve found alpha in this area of the stock market. Historically, spun-off companies returned 21% on an average absolute basis and 12% on a relative return basis 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.

2012-2014 YTD Completed Spin-Offs – U.S. Companies ($ in millions)

Current Spin-off Current Parent Co.

Spin Co. to Date Parent to Date

Spin-Off Market Stock Parent Market Stock

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

Navient NAVI 5/1/14 7,042 0% Sallie Mae SLM 3,797 0%

Blackhawk Network HAWK 4/14/14 1,274 0% Safeway SWY 7,872 0%

Lands' End LE 4/4/14 873 -14% Sears Holdings SHLD 4,686 8%

Knowles Corp. KN 3/3/14 2,472 -7% Dover DOV 14,300 9%

Contravir CTRV 2/20/14 37 68% Synergy SGYP 402 -27%

New Media Investment NEWM 2/14/14 419 9% Newcastle Investment Corp. NCT 1,571 -7%

One Gas, Inc. OGS 2/3/14 1,890 9% ONEOK OKE 13,133 11%

Starwood Waypoint Resi. SWAY 2/3/14 1,064 -9% Starwood Property Trust STWD 5,324 3%

Allegion ALLE 12/2/13 4,894 18% Ingersoll Rand IR 16,154 8%

Ashford Hospitality Prime AHP 11/20/13 391 -27% Ashford Hospitality AHT 922 26%

Gaming and Leisure Prop. GLPI 11/4/13 4,038 2% Penn National Gaming PENN 903 -16%

Harvard Apparatus HART 11/4/13 67 63% Harvard Bioscience HBIO 133 -6%

FTD Cos. FTD 11/1/13 571 -6% United Online UNTD 155 -14%

Science Applications Int'l SAIC 9/30/13 1,911 16% Leidos (f/k/a SAI) LDOS 2,786 -17%

Murphy USA MUSA 9/3/13 1,987 15% Murphy Oil MUR 10,983 3%

Straight Path Comm. STRP 8/1/13 83 28% IDT Corp IDT 363 -16%

News Corp. NWSA 6/28/13 9,853 14% 21st Century Fox FOXA 73,613 14%

Mallinckrodt plc MNK 6/28/13 4,136 63% Covidien COV 32,323 28%

Zoetis (1) ZTS 6/22/13 15,342 1% Pfizer PFE 196,275 11%

WhiteWave Foods (1) WWAV 5/24/13 4,769 48% Dean Foods DF 1,472 -22%

New Residential Investment NRZ 5/15/13 1,545 6% Newcastle Investment Corp. NCT 1,571 1%

CST Brands CST 5/2/13 2,460 8% Valero Energy Corp. VLO 30,849 60%

Brookfield Property Partners BPY 4/15/13 9,134 -9% Brookfield Asset Mgmt. BAM.A-CA 26,060 28%

Crimson Wine Group CWGL 2/26/13 214 9% Leucadia LUK 9,377 -2%

Era Group ERA 1/31/13 576 39% Seacor Holdings CKH 1,688 16%

Starz STRZA 1/11/13 3,582 115% Liberty Media LMCA 14,981 19%

Abbvie ABBV 1/2/13 82,670 54% Abbott Labs ABT 59,501 24%

Altisource Residential RESI 12/24/12 1,578 60% Altisource Portfolio Solutions ASPS 2,302 19%

Altisource Asset Mgmt. Corp. AAMC 12/24/12 2,202 1120% Altisource Portfolio Solutions ASPS 2,302 19%

Sears Canada TSX:SCC 11/14/12 1,532 114% Sears Holdings SHLD 4,686 -7%

Comverse Inc. CNSI 11/1/12 555 -15% Comverse Technology CMVT NA Acquired

Kraft Foods Group KRFT 10/2/12 33,456 31% Mondelez (f/k/a Kraft Foods) MDLZ 60,274 30%

ADT, Inc. ADT 10/1/12 5,542 -17% Tyco International TYC 18,825 48%

Hyster Yale HY 10/1/12 1,611 144% Nacco Industries NC 398 27%

Engility Holdings EGL 7/18/12 754 144% L-3 Communications LLL 9,777 67%

Alexander & Baldwin ALEX 7/2/12 1,833 52% Matson Navigation MATX 1,039 -9%

DE Master Blenders NA 6/28/12 NA Acquired Sara Lee (n/k/a Hillshire Brands) HSH 4,356 47%

Fiesta Restaurant Group FRGI 5/7/12 955 236% Carrols Restaurant Group TAST 245 75%

Phillips 66 PSX 5/1/12 47,265 165% ConocoPhillips COP 93,822 48%

Post Holdings POST 2/3/12 1,992 95% Ralcorp RAH NA Acquired

SunCoke Energy (1) SXC 1/18/12 1,422 58% Sunoco SUN NA Acquired

Rouse Properties RSE 1/13/12 963 64% General Growth Properties GGP 20,475 66%

(1) Equity carve-out followed by spin-off/ split-off of remaining interest. Note: Market data as of 5/2/2014.

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


PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: SSPPIINN--OOFFFF PPIIPPEELLIINNEE

There are a record number of spin-offs in the pipeline and below is the list. 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 – 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

4/30/14 Energizer Holdings ENR 6,995 Cons. Disc. Consumer care / Household prod. No End of 2015. SpinCo to be determined.

4/29/14 Alliant Tech ATK 4,590 Industrials Sporting Group No 2014. Parent co. to merge w/ Orbital (ORB)

4/11/14 Vornado Realty VNO 19,228 Financials Shopping centers No 'Q4 2014

4/10/14 Automatic Data ADP 37,563 Info. Tech. Dealer Services No 'Q4 2014

4/10/14 Cash America CSH 1,317 Financials Enova International (e-commerce) No Late 2014/2015

3/27/14 Baxter Int'l BAX 39,496 Healthcare Biopharmaceutical business No Mid 2015

3/18/14 Hertz Corp. HTZ 12,746 Industrials Hertz Equipment Rental Corp. No Early 2015

3/13/14 American Realty ARCP 9,998 Financials ARCenters shopping centers Yes 'Q2 2014 - taxable distribution

3/10/14 FMC Corp. FMC 10,247 Materials FMC Minerals No Early 2015

2/27/14 Ashford Hosp. Trust AHT 907 Financials Asset Management Yes 'Q3 2014 - taxable distribution

2/24/14 Chesapeake Energy CHK 18,767 Energy Oilfield services unit Yes NA

2/14/14 Occidental OXY 75,653 Energy California assets No End of 2014 / Early 2015

1/27/14 Rayonier Inc. RYN 5,704 Financials Performance Fibers Yes Mid-2014

1/20/14 Kimball Int'l KBALB 570 Industrials Electronic manufacturing No Late 2014/2015

1/13/14 Liberty Global LBTY.A 30,944 Cons. Disc. Latin American businesses No Under consideration

12/19/13 Darden Restaurants DRI 6,560 Cons. Disc. Red Lobster restaurants Yes Mid-2014

12/13/13 Simon Property Group SPG 53,806 Financials Strip centers & smaller malls No 'Q2 2014

12/12/13 Exelis XLS 3,525 Industrials Military and gov't services Yes Summer 2014

12/10/13 NorthStar Realty Fin. NRF 5,240 Financials Asset Management Yes 'Q2 2014

12/2/13 QEP Resources QEP 5,527 Energy QEP Field Services No Structure TBD; Includes QEPM stake

12/2/13 Dow Chemical DOW 60,082 Materials Commodity Chemicals No Structure TBD

11/15/13 General Electric GE 269,572 Industrials Retail Finance (Synchrony Financial) Yes <20% IPO in 2014, split-off in 2015

11/14/13 Kimberly Clark KMB 42,295 Cons. Staples Healthcare business No 'Q3 2014

11/7/13 Ensign Group ENSG 953 Healthcare Real estate assets (CareTrust REIT) Yes 'H1 2014

11/5/13 Weatherford Int'l WFT 16,225 Energy International rigs business No 'Q4 2014

10/24/13 DuPont DD 61,823 Materials Performance Chemicals No Late 2014/2015

10/10/13 Liberty Ventures LVNT.A 4,282 Cons. Disc. Liberty TripAdvisor Holdings No 'H1 2014

9/26/13 Gannett GCI 6,182 Cons. Disc. Captivate Network No Partner with Generation Partners PE firm

9/24/13 Noble Corp. NE 7,830 Energy Standard specific drilling units Yes 'Q3 2014

9/24/13 National Oilwell Varco NOV 33,678 Energy Distribution business (NOW) No May 30th, 2014

9/19/13 Agilent A 18,018 Healthcare Electronic measurement ("Keysight") Yes November 2014

9/10/13 Harvest Natural HNR 190 Energy Non-Venezuelan assets No Remaining business sold to Pluspetrol

9/5/13 Timken TKR 5,756 Industrials Steel business Yes 'H2 2014

9/3/13 Neonode Inc. NEON 203 Info. Tech. User-interface patent and licensing No Structure not determined (sale or spin-off)

8/28/13 IDT Corp. IDT 367 Telecomm. Zedge No Structure not determined (IPO or spin-off)

8/22/13 SunEdison SUNE 5,144 Info. Tech. SunEdison Semiconductor No Minority IPO - Early 2014

7/10/13 Tribune Company TRBA.A 7,240 Cons. Disc. Publishing business Yes Separation of publishing and broadcasting

6/26/13 Patriot Transport. PATR 334 Industrials Transportation & Real Estate No Under consideration

5/3/13 Oil States Int'l OIS 5,163 Energy Accommodations / REIT Conversion Yes Summer 2014

4/25/13 Theravance THRX 3,014 Healthcare Theravance Biopharma Yes 'Q2 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 58,624 Cons. Disc. Time Inc. Publishing Yes Early 2014

3/4/13 Hess Corporation HES 28,095 Energy Downstream: Retail, Mkting & Trading Yes Form tbd. Part of broader co. restructuring. Likely 2014-15

2/19/13 Demand Media DMD 361 Info. Tech. Domain services Yes 2014

1/25/13 Compuware CPWR 2,260 Info. Tech. Covisint (enterprise cloud business) Yes <20% IPO 'H2 13; spin-off of remainder within 12 months

1/16/13 CBS CBS 34,283 Cons. Disc. CBS Outdoor Americas (CBSO) Yes IPO in early 2014. Remainder to be split-off

2/9/12 Cincinnati Bell CBB 699 Telecomm. CyrusOne (CONE) Yes Minority IPO / REIT Conversion. Future monetization TBD

1/27/12 Republic Airways RJET 412 Industrials Frontier Airlines No Sale or spin-off not yet determined

1/5/12 Barnes & Noble BKS 982 Cons. Disc. Nook digital business No Preliminary review

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 4/30/2014.



PPOORRTTFFOOLLIIOO MMAANNAAGGEERR’’SS SSUUMMMMAARRYY:: SSPPIINN--OOFFFFSS TTRRAADDIINNGG VVAALLUUAATTIIOONNSS

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

Alexander

& Baldwin

(2) Allegion

AMC

Networks Axiall Corp.

BlackHawk

Networks

Brookfield

Property

Partners (2)

Comverse

Inc.

Current Price per share 52.08 30.24 37.31 49.35 65.67 46.60 23.99 19.46 24.94Market Capitalization 81,686 5,271 1,867 4,894 4,730 3,222 1,253 9,416 552 Plus: Total Debt & NCI (1) 15,517 4,451 745 1,438 2,184 1,630 120 46,471 7 Less: Cash & ST Investments 9,895 80 3 227 522 167 135 1,368 255 Equals: Enterprise Value 87,307 9,642 2,608 6,105 6,392 4,685 1,238 NM 305 Tangible Book Value (3,675) (3,079) 992 (738) (1,711) (329) (11) 2,082 (123)

LTM Revenue 18,790 3,339 365 2,094 1,592 4,666 1,138 5,122 653 Gross Margin % 75.6 58.0 23.5 41.2 62.2 16.4 26.1 56.3 36.7

LTM EBITDA/FFO 7,181 1,377 NA 413 574 693 103 582 68 LTM EBITDA Margin % 38.2 41.2 NA 19.7 36.1 14.9 9.0 NA 10.4

Net Income 4,128 393 37 31 291 165 54 350 19 Net Income Margin % 22.0 11.8 10.1 1.5 18.3 3.5 4.8 6.8 2.9

2014E Consensus EPS 3.13 1.90 1.21 2.38 4.17 3.13 1.22 NA 0.26 2015E Consensus EPS 3.72 2.04 1.61 2.93 4.93 4.72 1.50 NA 0.90 P/ 2014E Consensus EPS 16.6 15.9 31.0 20.7 15.7 14.9 19.7 NA 95.9 P/ 2015E Consensus EPS 14.0 14.8 23.2 16.8 13.3 9.9 16.0 NA 27.7

2014E EBITDA 7,344 1,738 33 425 704 632 136 582 76 2015E EBITDA 8,480 1,808 53 482 764 801 166 NA 41 EV / 2014E EBITDA 11.9 5.5 78.7 14.4 9.1 7.4 9.1 16.2 4.0 EV / 2015E EBITDA 10.3 5.3 49.3 12.7 8.4 5.8 7.5 NA 7.4

Dividend Yield 3.3% 2.6% 0.4% 0.0 NA 1.4% NA NA NAGross Debt / 2014 EBITDA (1) 2.1 2.6 22.2 3.3 3.1 2.4 0.8 41.3 0.1LTM FCF Yield (Unlevered) 7% 10% -20% 3% 0% 4% 0% NA -2%Price / Tangible Book Value NM NM 1.9 NM NM NM NM 4.5 NM

(1) Includes most recently available 10-K tax-effected pension underfunding as debt. NCI = Non-controlling interest. (2) Consensus EPS, EBITDA and related metrics based upon FFO. Brookfield Property Partners LTM EBITDA represents company FFO. Amount in EV/ EBITDA row represents Market Cap / FFO multiple. Consensus EPS and EBITDA based on First Call or Standard & Poor’s, if available. Market data as of 4/30/2014.



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

Fortune

Brands

Home &

Security FTD Cos.

Gaming &

Leisure

Properties

(2)

Huntington

Ingalls Hyster-Yale

Current Price per share 32.63 28.55 43.64 18.54 39.85 30.34 36.75 103.00 96.39Market Capitalization 2,472 576 764 3,525 6,605 574 4,122 5,076 1,611 Plus: Total Debt & NCI (1) 1,042 282 210 1,580 433 220 2,350 2,452 48 Less: Cash & ST Investments 378 31 29 469 241 48 285 1,043 107 Equals: Enterprise Value 3,136 827 946 4,637 6,797 746 6,187 6,486 1,552 Tangible Book Value 578 436 (139) (727) 377 (223) 57 112 471

LTM Revenue 10,750 299 1,407 4,816 4,157 627 242 6,820 2,697 Gross Margin % 10.2 37.6 13.7 22.2 34.6 37.0 NA 17.2 17.2

LTM EBITDA/FFO 362 73 128 669.0 474 61 47 661 164 LTM EBITDA Margin % 3.4 24.6 9.1 13.9 11.4 9.8 NA 9.7 6.1

Net Income 139 19 50 281 230 13 20 261 108 Net Income Margin % 1.3 6.3 3.5 5.8 5.5 2.0 8.2 3.8 4.0

2014E Consensus EPS 1.97 1.17 2.53 1.54 1.98 1.71 2.64 7.08 6.40 2015E Consensus EPS 2.14 1.78 3.12 1.58 2.48 2.73 2.70 8.24 7.85 P/ 2014E Consensus EPS 16.6 24.4 17.2 12.0 20.1 17.7 13.9 14.5 15.1 P/ 2015E Consensus EPS 15.2 16.0 14.0 11.7 16.1 11.1 13.6 12.5 12.3

2014E EBITDA 390 99 127 604 612 86 299 884 189 2015E EBITDA 417 126 138 615 742 97 319 949 219 EV / 2014E EBITDA 8.0 8.3 7.4 7.7 11.1 8.7 20.7 7.3 8.2 EV / 2015E EBITDA 7.5 6.6 6.8 7.5 9.2 7.7 19.4 6.8 7.1

Dividend Yield 0.8% NA NA 2.2% 1.2% NA 0.1 0.8% 1.0%Gross Debt / 2014 EBITDA (1) 2.7 2.8 1.6 2.6 0.7 2.6 7.9 2.8 0.2LTM FCF Yield (Unlevered) 8% -4% 17% 6% 3% 4% 2% 3% 7%Price / Tangible Book Value 4.3 1.3 NM NM 17.5 NM 71.9 45.3 3.4

(1) Includes most recently available 10-K tax-effected pension underfunding as debt. NCI = Non-controlling interest. (2) Consensus EPS, EBITDA and related metrics based upon FFO. Consensus EPS and EBITDA based on First Call or Standard & Poor’s, if available. Market data as of 4/30/2014.



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



noted for foreign cos.) Knowles

Kraft Foods

Group Lands' End Mallinckrodt

Marathon

Petroleum

Marriott

Vacations

Worldwide

Murphy

USA Navient

New

Residential

Investment

Current Price per share 27.93 56.86 27.65 71.23 92.95 54.48 42.50 16.55 6.10Market Capitalization 2,375 33,902 884 4,143 27,221 1,876 1,987 7,042 1,720 Plus: Total Debt & NCI (1) 409 12,318 516 984 4,337 718 562 NA 4,357 Less: Cash & ST Investments 85 1,686 22 288 2,292 200 295 NA 308 Equals: Enterprise Value 2,699 44,533 1,377 4,839 29,266 2,394 2,254 NA NMTangible Book Value 607 (8,547) 151 364 9,982 1,209 656 3,476 1,266

LTM Revenue 1,215 18,218 1,563 2,241 93,949 1,365 16,199 2,703 308 Gross Margin % 36.2 37.9 45.5 46.8 6.6 45.6 2.9 NA NA

LTM EBITDA/FFO 295 5,266 148 412 4,603 217 356 NA NA LTM EBITDA Margin % 24.3 28.9 9.5 18.4 4.9 15.9 2.2 NA NA

Net Income 106 2,715 79 85 2,112 80 235 1,263 266 Net Income Margin % 8.7 14.9 5.0 3.8 2.3 5.9 1.5 NA 86.3

2014E Consensus EPS 1.75 3.17 NA 3.05 9.09 2.61 2.44 2.07 0.70 2015E Consensus EPS 2.39 3.45 NA 3.34 10.51 2.99 2.53 2.21 0.78 P/ 2014E Consensus EPS 16.0 17.9 NA 23.4 10.2 20.9 17.4 8.0 8.7 P/ 2015E Consensus EPS 11.7 16.5 NA 21.3 8.8 18.2 16.8 7.5 7.8

2014E EBITDA 275 3,778 148 448 5,843 192 302 NA NA2015E EBITDA 342 3,992 NA 480 6,525 210 318 NA NAEV / 2014E EBITDA 9.8 11.8 9.3 10.8 5.0 12.5 7.5 NA NAEV / 2015E EBITDA 7.9 11.2 NA 10.1 4.5 11.4 7.1 NA NA

Dividend Yield NA 3.7% NA NA 1.8% NA NA NA 11.5%Gross Debt / 2014 EBITDA (1) 1.5 3.3 3.5 2.2 0.7 3.7 1.9 NA NALTM FCF Yield (Unlevered) 4% 4% 8% 2% 8% 7% 9% NA NAPrice / Tangible Book Value 3.9 NM 5.9 11.4 2.7 1.6 3.0 2.0 1.4

(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. Market data as of 4/30/2014.






noted for foreign cos.) News Corp.

One Gas

Inc.

Post

Holdings Phillips 66

Science

Applications

Int'l

Sears

Hometown

& Outlets

Starwood

Waypoint

Residential Starz

SunCoke

Energy

Current Price per share 17.02 36.58 52.26 83.22 39.00 23.61 27.17 32.27 20.87Market Capitalization 9,759 1,900 2,010 47,202 1,884 537 1,063 3,541 1,456 Plus: Total Debt & NCI (1) 351 1,474 1,998 7,149 502 100 2 1,073 986 Less: Cash & ST Investments 2,908 3 885 5,400 254 23 45 18 234 Equals: Enterprise Value 7,202 3,371 3,123 48,951 2,132 614 NM 4,596 2,209 Tangible Book Value 7,901 1,081 (597) 18,156 (6) 423 990 (425) 479

LTM Revenue 8,747 1,690 1,094 157,795 4,121 2,422 17 1,798 1,634 Gross Margin % 39.4 24.9 40.9 12.2 8.1 23.9 NA 45.5 17.5

LTM EBITDA/FFO 645 365 206 3,589 254 72 NA 454 196 LTM EBITDA Margin % 7.4 21.6 18.8 2.3 6.2 3.0 NA 25.3 12.0

Net Income (623) 99 5 3,726 113 36 (23) 254 25 Net Income Margin % (7.1) 5.9 0.5 2.4 2.7 1.5 NM 14.1 1.5

2014E Consensus EPS 0.45 1.94 0.67 6.98 2.85 NA NA 2.12 0.32 2015E Consensus EPS 0.45 2.06 1.60 7.93 3.11 NA NA 2.40 0.59 P/ 2014E Consensus EPS 37.8 18.9 78.0 11.9 13.7 NA NA 15.2 65.2 P/ 2015E Consensus EPS 37.8 17.8 32.7 10.5 12.5 NA NA 13.4 35.4

2014E EBITDA 811 342 308 7,621 197 72 NA 458 228 2015E EBITDA 833 364 361 8,312 247 NA NA 475 262 EV / 2014E EBITDA 8.9 9.9 10.2 6.4 10.8 8.6 NA 10.0 9.7 EV / 2015E EBITDA 8.6 9.3 8.7 5.9 8.6 NA NA 9.7 8.4

Dividend Yield NA 3.1% NA 1.9% 2.9% NA NA NA NAGross Debt / 2014 EBITDA (1) 0.3 4.3 6.5 0.9 2.5 1.4 NA 2.4 3.1LTM FCF Yield (Unlevered) 8% -3% 4% 9% 8% -10% NA 7% 2%Price / Tangible Book Value 1.2 1.8 NM 2.6 NM 1.3 1.1 NM 3.0







noted for foreign cos.)

Treasury

Wine

Estates

($AUD) TripAdvisor

WhiteWave

Foods

World Duty

Free

WPX

Energy Xylem Zoetis

Current Price per share 3.84 80.74 27.69 9.66 21.28 37.59 30.26Market Capitalization 2,492 11,470 4,814 2,457 4,301 6,908 15,152 Plus: Total Debt & NCI (1) 342 368 711 976 2,017 1,446 3,697 Less: Cash & ST Investments 30 482 101 31 99 533 610 Equals: Enterprise Value 2,804 11,356 5,424 3,403 6,219 7,822 18,239 Tangible Book Value 2,103 264 (187) (761) 4,109 35 (845)

LTM Revenue 1,742 945 2,542 2,031 2,885 3,837 4,561 Gross Margin % 24.1 98.1 35.7 58.8 42.1 39.1 64.3

LTM EBITDA/FFO 96 311 273.7 259 499 596 1,263 LTM EBITDA Margin % 5.5 32.9 10.8 12.7 17.3 15.5 27.7

Net Income 96 205 99 100 (1,185) 228 504 Net Income Margin % 5.5 21.8 3.9 5.0 (41.1) 5.9 11.1

2014E Consensus EPS 0.19 2.15 0.93 0.45 (0.26) 1.96 1.53 2015E Consensus EPS 0.23 2.76 1.10 0.53 0.18 2.24 1.74 P/ 2014E Consensus EPS 20.2 37.6 29.8 21.5 NM 19.2 19.8 P/ 2015E Consensus EPS 16.7 29.3 25.2 18.2 118.2 16.8 17.4

2014E EBITDA 270 478 392 282 1,015 664 1,350 2015E EBITDA 312 610 446 314 1,284 731 1,487 EV / 2014E EBITDA 10.4 23.8 13.9 12.0 6.1 11.8 13.5 EV / 2015E EBITDA 9.0 18.6 12.2 10.8 4.8 10.7 12.3

Dividend Yield 3.4% NA NA NA NA 1.4% 1.0%Gross Debt / 2014 EBITDA (1) 1.2 0.8 1.8 3.4 1.9 2.2 2.7LTM FCF Yield (Unlevered) 1% 3% 1% -2% -7% 3% 3%Price / Tangible Book Value 1.2 43.4 NM NM 1.0 197.4 NM




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 Total

Spin Co. Return

Market 2014E Spin-Off Since

Spun-Off Company Ticker Cap. PE Date Spin Parent Company

Altisource Asset Management AAMC 2,346 NA 12/24/2012 1139% Altisource Portfolio Solutions SA

Furiex FURX 877 NA 6/15/2010 773% Pharmaceutical Product Development

Howard Hughes Corp. HHC 5,606 117.0 11/10/2010 284% General Growth Properties

Fortune Brands Home & Security FBHS 6,844 20.9 10/3/2011 239% Fortune Brands (n/k/a Beam Inc.)

Marriott Vacations Worldwide VAC 1,916 21.5 11/21/2011 220% Marriott International

Fiesta Restaurant Group FRGI 1,024 32.3 5/9/2012 209% Carrols Restaurant Group

Madison Square Garden, Inc. MSG 4,255 29.8 2/9/2010 204% Cablevision

TripAdvisor TRIP 11,831 39.9 12/20/2011 175% Expedia

Hyster Yale HY 1,670 16.0 10/1/2012 164% Nacco Industries

Phillips 66 PSX 46,680 11.6 5/1/2012 161% ConocoPhillips

Lumos Networks LMOS 294 18.2 11/1/2011 0% Ntelos Holding Corp.

Blackhawk Network HAWK 1,227 20 4/14/2014 -1% Safeway

Zoetis (1) ZTS 14,716 19.5 6/24/2013 -3% Pfizer

FTD Cos. FTD 592 18.8 11/1/2013 -3% United Online

Brookfield Property Partners BPY 2,015 NA 4/15/2013 -8% Brookfield Asset Management

Starwood Waypoint Resi. SWAY 1,061 NA 2/3/2014 -10% Starwood Property Trust

Lands' End LE 894 NA 4/4/2014 -12% Sears Holdings

Comverse Inc. CNSI 567 98.5 11/1/2012 -12% Comverse Technology

ADT, Inc. ADT 5,470 16.0 10/1/2012 -18% Tyco International

Ashford Hospitality Prime AHP 390 45.3 11/20/2013 -27% Ashford Hospitality

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 4/23/2014.



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, Liberty Media owns 53% of Sirius. 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)

Porsche 33,525 Volkswagen 122,214 51 62,329 186% 186%

Liberty Ventures (2) 4,126 TripAdvisor 10,992 22 2,418 59% 143%

Liberty Ventures (2) 4,126 Expedia, Inc 8,877 18 1,598 39% 143%

Liberty Ventures (2) 4,126 Time Warner Cable 39,270 2 785 19% 143%

Liberty Ventures (2) 4,126 Time Warner Inc. 57,529 1 575 14% 143%

Liberty Ventures (2) 4,126 Interval Leisure 1,486 29 431 10% 143%

George Weston Limited 9,452 Loblaw Companies Limited 17,213 63 10,820 114% 114%

Liberty Media 14,645 Sirius 18,524 53 9,818 67% 114%

Liberty Media 14,645 Charter Communications 15,151 27 4,091 28% 114%

Liberty Media 14,645 Live Nation 4,082 26 1,061 7% 114%

Cairn Energy plc 1,730 Cairn India Ltd 10,590 18 1,936 112% 112%

NL Industries 501 Kronos Worldwide 1,811 30 551 110% 110%

Power Corp. of Canada 13,775 Power Financial Corporation 22,290 66 14,662 106% 106%

Cogeco Inc. 868 Cogeco Cable Inc. 2,701 32 871 100% 100%

Telephone & Data Systems Inc. 2,870 United States Cellular Corporation 3,409 84 2,870 100% 100%

Pargesa Holding SA 7,613 Groupe Bruxelles Lambert 14,192 50 7,096 93% 93%

News Corp 9,922 BSkyB 23,200 40 9,222 93% 93%

Loews Corp 16,948 CNA Financial 10,730 90 9,654 57% 91%

Loews Corp 16,948 Diamond Offshore Drilling 7,277 50 3,668 22% 91%

Loews Corp 16,948 Boardwalk Pipeline Partners 3,938 52 2,032 12% 91%

ATCO Ltd. 5,774 Canadian Utilities Ltd. 9,723 53 5,170 90% 90%

Rentech, Inc. 468 Rentech Nitrogen Partners, L.P. 681 60 408 87% 87%

Grupo Mexico 23,178 Southern Copper Corp 24,723 81 20,017 86% 86%

Visteon Corp. 4,123 Halla Visteon Climate Control Corp. 4,611 70 3,227 78% 78%

Wynn Resorts Ltd. 19,607 Wynn Macau Ltd. 21,143 72 15,284 78% 78%

CVR Energy, Inc. 4,301 CVR Refining, LP 3,554 71 2,523 59% 78%

CVR Energy, Inc. 4,301 CVR Partners, LP 1,540 53 820 19% 78%

PostNL 1,922 TNTExpress 4,900 30 1,460 76% 76%

Inter Parfums Inc. 1,099 InterParfums SA 1,114 73 816 74% 74%

Maple Leaf Foods Inc. 2,374 Canada Bread Company Ltd. 1,675 90 1,507 63% 63%

EMC Corp. 51,354 VMware, Inc. 38,805 80 30,932 60% 60%

Harbinger Group Inc. 1,663 Fidelity & Guaranty Life 1,202 83 996 60% 60%

MGM Resorts Int'l. 11,294 MGM China Holdings Limited 13,233 51 6,749 60% 60%

Brookfield Asset Mgmt. Inc. 25,642 General Growth Properties Inc. 20,166 36 7,346 29% 56%

Brookfield Asset Mgmt. Inc. 25,642 Brookfield Renewable Energy Partners 7,669 34 2,638 10% 56%

Brookfield Asset Mgmt. Inc. 25,642 Brookfield Residential Properties Inc. 2,338 69 1,610 6% 56%

Anglo American plc 36,269 Anglo American Platinum Limited 12,496 80 9,955 27% 51%

Anglo American plc 36,269 Kumba Iron Ore Ltd. 11,616 70 8,099 22% 51%

Williams Companies, Inc. 28,582 Williams Partners L.P. 22,835 64 14,550 51% 51%

Valhi, Inc 2,601 Kronos Worldwide 1,811 50 905 35% 51%

Valhi, Inc 2,601 NL Industries 501 83 416 16% 51%

(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. Market data as of 4/28/2014.



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

SIM* EARNINGS BALANCE VALUATION

QUALITY SHEET

Ticker Company Sector

Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Net Current

Assets /

Mkt. Cap.

2014E

P/E P/BV

LTM FCF

Yield

RIGL Rigel Pharmaceuticals, Inc. Healthcare 269 -34% 5 13 74% NA 1.3x -142.8%

RNWK RealNetworks Inc. Info. Tech. 271 -1% 5 42 64% NA 1.0x -125.7%

OPLK Oplink Communications, Inc. Info. Tech. 332 5% 5 8 50% 28.5x 1.1x 0.0%

BHE Benchmark Electronics Inc. Info. Tech. 1,189 26% 3 15 50% 14.9x 1.0x 8.5%

ADNC Audience, Inc. Info. Tech. 264 -23% 3 62 50% NA 1.7x 5.0%

ESIO Electro Scientific Industries Inc. Info. Tech. 277 -13% 4 89 48% 48.7x 1.1x -13.2%

LF LeapFrog Enterprises Inc. Cons. Disc. 477 -20% 3 17 47% 32.7x 1.1x 18.2%

PKE Park Electrochemical Corp. Info. Tech. 563 24% 2 96 44% 22.9x 1.8x 8.9%

DVAX Dynavax Technologies Corp Healthcare 394 -38% 5 19 44% NA 2.1x -29.4%

RTEC Rudolph Technologies Inc. Info. Tech. 346 -8% 4 37 44% 15.9x 1.2x 2.0%

UTEK Ultratech, Inc. Info. Tech. 695 -34% 5 4 44% 112.8x 1.8x -3.6%

FORM FormFactor Inc. Info. Tech. 327 24% 5 77 43% 73.9x 1.1x -8.1%

DGII Digi International Inc. Info. Tech. 254 9% 4 16 43% 44.6x 0.9x 4.4%

ACHN Achillion Pharmaceuticals, Inc. Healthcare 265 -63% 5 43 43% NA 1.7x -37.6%

QLGC QLogic Corp. Info. Tech. 1,041 9% 2 42 42% 12.7x 1.4x 6.4%

AVX AVX Corp. Info. Tech. 2,183 16% 5 10 41% 17.5x 1.1x 0.7%

INFI Infinity Pharmaceuticals, Inc. Healthcare 474 -76% 5 38 39% NA 2.4x -44.4%

MNTA Momenta Pharmaceuticals Inc. Healthcare 549 -20% 5 43 39% 26.8x 2.0x -31.7%

MKSI MKS Instruments, Inc. Info. Tech. 1,505 8% 4 33 38% 17.9x 1.5x 6.8%

CDI CDI Corp. Industrials 322 0% 4 36 38% 17.9x 1.1x 3.2%

ICUI ICU Medical, Inc. Healthcare 862 -5% 2 79 37% 40.5x 1.9x 8.4%

PCO Pendrell Corp Industrials 471 11% 5 74 36% NA 1.4x -5.8%

AMAG AMAG Pharmaceuticals, Inc. Healthcare 376 -22% 4 7 36% NA 2.2x -5.2%

CRMT America's Car-Mart Inc. Cons. Disc. 321 -21% 4 52 34% 11.5x 1.5x 1.2%

VDSI VASCO Data Security International Inc. Info. Tech. 296 -9% 4 7 33% 22.8x 1.7x 4.6%

CEVA CEVA Inc. Info. Tech. 357 12% 3 28 33% 27.8x 1.9x 5.8%

OVTI OmniVision Technologies, Inc. Info. Tech. 1,026 33% 1 81 33% 13.8x 1.1x 24.6%

SEAC SeaChange International Inc. Info. Tech. 323 -8% 1 98 33% 28.0x 1.6x 2.5%

ISSI Integrated Silicon Solution Inc. Info. Tech. 417 52% 5 18 32% 15.7x 1.5x 1.9%

VMEM Violin Memory, Inc. Info. Tech. 303 NA 3 70 32% NA 2.9x -34.8%

XOOM Xoom Corp Info. Tech. 681 -12% 5 1 31% NM 2.6x -2.3%

SREV ServiceSource International, Inc. Info. Tech. 577 3% 4 50 31% NA 2.4x 3.1%

MRIN Marin Software Inc Info. Tech. 311 -38% 4 62 31% NA 2.7x -13.2%

EXAR Exar Corp. Info. Tech. 519 3% 5 3 30% 32.1x 2.0x 0.3%

WMAR West Marine Inc. Cons. Disc. 267 -7% 5 22 30% 26.8x 0.9x -6.7%

IPAR Inter Parfums Inc. Cons. Staples 1,050 29% 3 42 29% 31.1x 2.6x 5.2%

ACTG Acacia Research Corp Industrials 799 -46% 5 41 29% 59.1x 1.4x -0.8%

IRF International Rectifier Corp Info. Tech. 1,821 31% 3 98 29% 29.4x 1.4x 7.6%

ZIGO Zygo Corp Info. Tech. 364 24% 1 89 29% NA 1.9x 5.4%

PTCT PTC Therapeutics, Inc. Healthcare 448 NA 4 21 29% NA 3.3x -14.3%

AGX Argan, Inc. Industrials 387 90% 4 10 28% 16.7x 2.5x 12.2%

RSTI Rofin-Sinar Technologies Inc. Info. Tech. 639 -12% 1 76 28% 26.4x 1.2x 5.2%

PRTA Prothena Corp plc Healthcare 598 247% 4 41 28% NA 3.4x -7.8%

CRUS Cirrus Logic Inc. Info. Tech. 1,155 -13% 1 93 28% 11.4x 1.9x 30.9%

ENTR Entropic Communications, Inc. Info. Tech. 343 -6% 2 87 28% NA 1.3x 3.4%

HITT Hittite Microwave Corp Info. Tech. 1,857 8% 3 49 28% 26.1x 3.0x 4.9%

REGI Renewable Energy Group, Inc. Energy 462 28% 2 14 28% 12.5x 0.7x 28.6%

TSRA Tessera Technologies Inc. Info. Tech. 1,155 15% 4 42 28% 13.8x 2.6x -8.6%

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Net Current Asset Value = Cash & ST Equivalents + 85%* Accounts Receivable + 50%* Inventory – Total Liabilities. Note: Non-financial R3000 companies with at least $250 million market cap ex. financials. 2014E P/E based on consensus estimates. Market cap. as of 4/14/2014.

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 4.22%), 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.)

SIM* EARNINGS CAPITAL BALANCE SENTIMENT VALUATION

QUALITY ALLOC. SHEET


Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Dividend

Yield

Total Debt

/ Tangible

Book Value

Short

Interest /

Float %

2014E

P/E

LTM FCF

Yield

CVX Chevron Corp Energy 225,965 2% 2 37 3.4% 14% 0.8% 10.9x -1.3%

CSCO Cisco Systems, Inc. Info. Tech. 117,707 9% 2 61 3.3% 61% 1.4% 11.5x 13.4%

COP ConocoPhillips Energy 87,679 26% 2 82 3.9% 42% 1.7% 11.7x 0.9%

SYMC Symantec Corp Info. Tech. 14,246 -13% 1 42 2.9% -231% 2.3% 11.3x 9.9%

CA CA Technologies Info. Tech. 13,299 23% 2 39 3.4% -140% 2.3% 11.6x 8.9%

WU The Western Union Company Info. Tech. 8,535 8% 2 24 3.2% -163% 11.4% 11.0x 10.7%

SPLS Staples, Inc. Cons. Disc. 7,893 -8% 1 64 3.9% 44% 14.0% 11.3x 9.6%

GCI Gannett Co., Inc. Cons. Disc. 6,002 25% 4 10 3.0% -144% 4.4% 9.8x 5.5%

GME GameStop Corp. Cons. Disc. 4,747 32% 1 86 3.2% 1% 28.8% 11.2x 15.2%

CVI CVR Energy, Inc. Energy 3,900 9% 1 64 6.7% 59% 15.5% 11.5x 4.9%

RRD R.R. Donnelley & Sons Company Industrials 3,351 49% 1 85 6.1% -344% 6.4% 11.1x 10.7%

WSTC West Corp Industrials 2,077 23% 2 56 3.6% -126% 4.6% 8.8x 7.7%

RCII Rent-A-Center, Inc. Cons. Disc. 1,431 -24% 4 7 3.4% -3057% 19.2% 11.7x 2.3%

PDLI PDL BioPharma, Inc. Healthcare 1,304 13% 2 53 7.4% -323% 17.3% 4.4x 17.9%

UVV Universal Corp Cons. Staples 1,245 -4% 4 5 3.8% 41% 16.2% 10.6x -0.3%

EBF Ennis Inc. Industrials 411 11% 1 82 4.5% 75% 2.4% 10.4x 8.8%

NTLS NTELOS Holdings Corp. Telecom. 269 -2% 1 88 13.5% -308% 27.0% 11.8x 9.7%

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Note: Above screen based companies in R3000 with 1) earnings yield (inverse of 2014E P/E) > 2x Moody’s Aaa index 2) Dividend yield > 2/3 Moody’s Aaa index; 3) Total Debt / Tangible Book Value < 1x. 2014E P/E based on consensus estimates. Market cap. as of 4/14//2014. Moody’s Aaa index yield = 4.22% as of 4/14/2014. Excludes financials and business development companies.

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


BBAANNKK TTHHRRIIFFTT CCOONNVVEERRSSIIOONNSS SSIINNCCEE 22001111 && PPEENNDDIINNGG

2011 to Date and Announced Thrift Conversions ($ in millions, except per share)

Announced Conversions

Announce

Date Conversion Type

Offering

Price,

Unsplit

Blue Hills Bancorp 3/6/2014 Standard 10.00Meridian Interstate Bancorp 3/5/2014 Second Stage 10.00Investors Bancorp 12/17/2013 Second Stage 10.00First Northwest Bank 5/22/2012 Standard 10.00Macon Financial Corp. 5/18/2011 Standard 10.00

Company Ticker

Current

Stock

Price

Dividend

Yield

Market

Cap.

Offering

Completion


Offering

Price,

Unsplit

% Stock

Price

Change

since

Offering

Current Price /

Tangible Book

Value (1)

Home Bancorp. Wisconsin HWIS 9.45 0.0% 8 4/24/2014 Standard 10.00 -6% NASugar Creek Financial Corp. SUGRD 9.60 1.0% 9 4/9/2014 Second Stage 7.00 37% 0.9 Clifton Bancorp CSBK 11.61 2.1% 309 4/2/2014 Second Stage 10.00 16% 1.6 Waterstone Financial WSBF 10.30 1.9% 354 1/23/2014 Second Stage 10.00 3% 1.7 Edgewater Bancorp. EGDW 10.50 0.0% 7 1/17/2014 Standard 10.00 5% 0.8 Coastway Bancorp. CWAY 10.25 0.0% 51 1/15/2014 Standard 10.00 2% 1.8 Delanco Bancorp DLNO 8.00 0.0% 8 10/18/2013 Second Stage 8.00 0% 0.5 Prudential Bancorp. Of Penn. PBIP 10.80 0.0% 103 10/10/2013 Second Stage 10.00 8% 0.8 AJS Bancorp. AJSB 12.00 1.7% 28 10/10/2013 Second Stage 10.00 20% 0.8 Quarry City Savings & Loan QRRY 10.35 0.0% 4 7/26/2013 Standard 10.00 3% 0.5 Sunnyside Bancorp, Inc. SNNY 9.75 0.0% 8 7/16/2013 Standard 10.00 -3% 0.6 Westbury Bancorp, Inc. WBB 14.27 0.0% 73 4/10/2013 Standard 10.00 43% 0.8 Charter Financial Corporation CHFN 11.02 1.8% 248 4/9/2013 Second Stage 10.00 10% 0.9 Northfield Bancorp, Inc. NFBK 12.89 1.9% 699 1/25/2013 Second Stage 10.00 29% 1.1 United Community Bancorp UCBA 11.33 2.1% 58 1/10/2013 Second Stage 8.00 42% 0.8 Meetinghouse Bancorp. MTGB 12.00 0.0% 8 11/20/2012 Standard 10.00 20% 0.8 Polonia Bancorp. PBCP 9.75 0.0% 34 11/13/2012 Second Stage 8.00 22% 0.8 Malvern Federal Bancorp MLVF 10.31 0.0% 68 10/12/2012 Second Stage 10.00 3% 0.9 Hamilton Bancorp, Inc. HBK 14.21 0.0% 50 10/10/2012 Standard 10.00 42% 0.9 LaPorte Bancorp, Inc. (MHC) LPSB 11.00 1.5% 64 10/5/2012 Second Stage 8.00 38% 0.9 Madison County Financial MCBK 18.22 1.3% 56 10/4/2012 Standard 10.00 82% 0.9 Sound Financial Bancorp, Inc. SFBC 17.28 1.2% 43 8/23/2012 Second Stage 10.00 73% 0.9 Georgetown Bancorp, Inc. GTWN 15.00 1.1% 28 7/12/2012 Second Stage 10.00 50% 0.9 HomeTrust Bancshares, Inc. HTWC 15.47 0.0% 303 7/11/2012 Standard 10.00 55% 0.4 FS Bancorp, Inc. FSBW 16.40 1.2% 53 7/10/2012 Standard 10.00 64% 0.9 Wellesley Bancorp, Inc. WEBK 18.62 0.0% 46 1/26/2012 Standard 10.00 86% 1.0 Cheviot Financial Corp. CHEV 10.75 3.3% 73 1/18/2012 Second Stage 8.00 34% 0.9 West End Indiana Bancshares, Inc. WEIN 17.50 1.4% 24 1/11/2012 Standard 10.00 75% 0.8 ASB Bancorp, Inc. ASBB 17.80 0.0% 88 10/12/2011 Standard 10.00 78% 0.9 BSB Bancorp, Inc. (Maryland) BLMT 17.39 0.0% 158 10/5/2011 Standard 10.00 74% NAPoage Bankshares, Inc PBSK 14.41 1.4% 56 9/13/2011 Standard 10.00 44% 0.8 IF Bancorp, Inc. IROQ 16.00 0.6% 71 7/8/2011 Standard 10.00 60% 0.9 State Investors Bancorp, Inc. SIBC 16.00 0.0% 37 7/7/2011 Standard 10.00 60% 0.9 First Connecticut Bancorp, Inc. FBNK 15.67 0.8% 254 6/30/2011 Standard 10.00 57% 1.1 Naugatuck Valley Financial Corp. NVSL 7.73 0.0% 54 6/30/2011 Second Stage 8.00 -3% 0.9 Franklin Financial Corporation FRNK 19.94 0.0% 241 4/28/2011 Standard 10.00 99% 1.0 Rockville Financial, Inc. RCKB 13.19 3.0% 343 3/4/2011 Second Stage 10.00 32% 1.1 Wolverine Bancorp, Inc. WBKC 21.48 0.0% 49 1/20/2011 Standard 10.00 115% 0.8 Alliance Bancorp, Inc. of Pennsylvania ALLB 15.48 1.3% 67 1/18/2011 Second Stage 10.00 55% 1.0 Oconee Federal Financial Corp. (MHC) OFED 17.75 2.3% 104 1/14/2011 Mutual Holding Co. 10.00 78% 1.4 SI Financial Group, Inc. SIFI 11.70 1.0% 150 1/13/2011 Second Stage 8.00 46% 1.1 Minden Bancorp, Inc. MDNB 17.00 2.2% 40 1/5/2011 Second Stage 10.00 70% 1.0

(1) For Mutual Holding Companies, current tangible book value may be skewed (artificially low BV = higher appearing P/TBV). Market cap.as of 4/28/2014.

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


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

($)

2014E

P/E

Market Cap.

($ millions)

Stock Price

Return

Since

Emergence

Energy Partners Ltd. EPL Energy 9/21/09 39.09 19.1 1,528 474%

LyondellBasell LYB Materials 4/30/10 92.30 12.4 50,656 450%

Six Flags SIX Consumer Discretionary 6/21/10 39.91 28.3 3,796 394%

Charter Communications Inc. CHTR Consumer Discretionary 12/2/09 128.10 122.0 13,597 288%

Spectrum Brands SPB Consumer Staples 9/2/09 77.64 18.0 4,090 288%

WR Grace GRA Materials 2/3/14 96.50 20.8 7,356 5%

General Motors GM Consumer Discretionary 11/18/10 34.39 11.1 51,585 1%

Spansion CODE Information Technology 5/18/10 18.36 13.4 1,081 -3%

Resolute Forest Products (f/k/a Abitibi) RFP Materials 12/20/10 17.74 16.7 1,676 -23%

Fairpoint Communications FRP Consumer Discretionary 1/25/11 14.00 NA 371 -43%

Estimates based on consensus. Market data through and as of 4/23/2014.



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

Newly Reorganized Companies Emerging from Bankruptcy in 2009 to 2014 (in Order of Emergence Date)


Date of

Bankruptcy

Emergence

(Trade Date)

Current

Stock Price

($)

Market Cap.

($ millions)

Stock Price

Return Since

Emergence

2014E

P/E

2014E EV /

EBITDA

WR Grace GRA Materials 2/3/14 92.10 7,075 0% 20.2 10.0

American Airlines Group AAL Industrials 12/9/13 35.07 25,257 43% 6.9 5.7

PMI Group PMIR Financials 11/6/13 7.70 NA 6% NA NA

Eastman Kodak KODK Cons. Disc. 9/24/13 29.87 1,245 30% NA NA

WCI Communities WCIC Cons. Disc. 7/25/13 19.17 494 27% 21.3 12.0

Ambac AMBC Financials 5/1/13 30.18 1,358 51% 7.5 NA

William Lyon Homes WLH Cons. Disc. 1/25/13 26.10 810 77% NA 7.9

Tribune TRBAA Cons. Disc. 1/4/13 77.75 6,985 60% 21.0 9.4

Dynegy DYN Energy 10/3/12 28.45 2,851 47% 948.3 11.4

Reddy Ice RDDC Staples 7/23/12 5.21 122 -5% NA NA

Lee Enterprises LEE Cons. Disc. 1/30/12 4.02 215 183% 12.6 6.1

Delphi Automotive DLPH Cons. Disc. 11/17/11 66.84 20,336 219% 13.5 8.8

Capmark Financial CPMK Financials 10/14/11 4.78 478 142% NA NA

Tronox TROX Materials 2/14/11 24.50 2,781 8% NA 10.2

Fairpoint Communications FRP Cons. Disc. 1/25/11 13.64 361 -44% NA 6.6

Resolute Forest Products (f/k/a Abitibi) RFP Materials 12/20/10 17.84 1,686 -22% 21.8 6.8

Hawaiian Telcom Holdco HCOM Telecom. 12/14/10 26.62 279 48% 22.4 4.9

General Motors GM Cons. Disc. 11/18/10 34.48 55,168 2% 10.8 6.7

Chemtura CHMT Materials 11/10/10 22.30 2,152 44% 19.1 8.5

General Growth Properties Inc. GGP Financials 11/9/10 22.97 20,298 90% 17.5 19.6

Visteon VC Cons. Disc. 10/1/10 86.81 4,198 45% 26.8 6.4

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 40.14 3,818 397% 30.2 12.6

Cooper Standard Holdings CPS Cons. Disc. 5/27/10 67.75 1,130 96% 19.4 NA

Xerium XRM Industrials 5/25/10 13.50 208 -33% 17.5 NA

Spansion CODE Info. Tech. 5/18/10 17.83 1,050 -6% 13.0 6.6

LyondellBasell LYB Materials 4/30/10 92.50 49,384 455% 12.4 7.5

SemGroup SEMG Energy 3/12/10 63.88 2,716 132% 33.4 13.0

Accuride ACW Industrials 3/3/10 5.64 268 -58% NA 8.9

Dex One Corp. (formerly RH Donnelly) DXM Cons. Disc. 2/1/10 7.33 129 -93% NA NA

Vermillion, Inc. VRML Healthcare 1/27/10 3.21 115 -86% NA NA

Pilgrim's Pride Corporation PPC Staples 12/28/09 21.86 5,662 160% 12.9 7.1

CIT Group, Inc. CIT Financials 12/10/09 43.05 8,396 49% 10.9 18.8

Charter Communications Inc. CHTR Cons. Disc. 12/2/09 135.53 14,386 311% 130.3 9.0

Lear Corp. LEA Cons. Disc. 11/9/09 83.06 6,707 207% 11.0 5.5

Energy Partners Ltd. EPL Energy 9/21/09 39.14 1,530 475% 19.0 4.7

Spectrum Brands SPB Staples 9/2/09 76.83 4,050 284% 17.8 10.2

Primus Telecommunications Group Inc. PTGI Telecom. 7/13/09 3.93 56 317% 5.5 NM

Golden Minerals Company AUMN Materials 5/7/09 0.70 30 -22% NA NM

Pending Emerge Date

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

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

Piksel (f/k/a Kit Digital) (2) NA Info. Tech. 8/5/13 NA NA NA NA

Rotech Healthcare NA Healthcare 9/27/13 NA NA NA NA

(1) Common stock privately held by pre-petition secured lenders; (2) Trading pending. Note: 2014E P/E and EV/EBITDA based on consensus estimates. Market data as of 4/302014.



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.

Eastman

Kodak

General

Motors

Current Price per share 17.46 29.98 4.97 22.57 67.86 66.33 28.22 29.99 33.90Market Capitalization 1,548 1,348 500 2,308 1,147 20,613 2,974 1,266 56,082 Plus: Total Debt & NCI (2) 1,457 NA NA 1,052 818 3,620 2,009 972 55,418Less: Cash & ST Investments 322 NA NA 549 184 978 843 844 26,942Equals: Enterprise Value 2,683 NA NA 2,810 1,782 23,255 4,140 1,394 84,558

LTM Revenues 4,461 NA NA 2,231 3,091 16,715 1,466 2,347 155,951EV / LTM Revenues 0.6 NM NM 1.3 0.6 1.4 2.8 0.6 0.5

2014E Consensus EPS 0.82 4.00 NA 1.19 3.49 4.94 0.03 NA 3.11 2015E Consensus EPS 1.60 3.70 NA 1.57 NA 5.73 0.08 NA 4.79 P/ 2014E Consensus EPS 21.3 7.5 NA 19.0 19.4 13.4 NM NA 10.9 P/ 2015E Consensus EPS 10.9 8.1 NA 14.4 NA 11.6 NM NA 7.1

2014E EBITDA Est. (1) 412 NA NA 324 275 2,616 352 174 12,521 2015E EBITDA Est. (1) 484 NA NA 365 275 2,890 394 174 15,904 EV / 2013E EBITDA (1) 6.5 NA NA 8.7 6.5 8.9 11.8 8.0 6.8 EV / 2014E EBITDA (1) 5.5 NA NA 7.7 6.5 8.0 10.5 8.0 5.3 Price / Tangible Book Value 0.6 NM 1.3 3.4 3.0 11.6 1.4 3.9 1.7 Gross Debt / EBITDA (1) 1.5 NA NA 2.8 2.5 0.9 5.7 3.9 3.0

1) Forward EBITDA based on EBITDA estimates per Standard & Poor’s, if available. 2) Includes tax-effected unfunded pension and OPEB amounts as debt. Market cap. and stock price as of 4/28/2014.

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


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

The prior page exhibit is 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 WR Grace

Current Price per share 82.48 90.95 64.74 40.09 17.64 77.00 24.42 86.23 92.26Market Capitalization 6,694 47,968 2,744 3,804 1,060 6,925 2,771 4,176 7,138 Plus: Total Debt & NCI (2) 1,338 6,533 775 1,861 502 4,135 2,709 1,939 1,570Less: Cash & ST Investments 919 4,450 79 169 312 641 1,478 1,677 965Equals: Enterprise Value 7,112 50,051 3,440 5,496 1,250 10,419 4,002 4,438 7,744

LTM Revenues 16,647 44,062 1,427 1,110 972 2,903 1,922 7,439 3,061EV / LTM Revenues 0.4 1.1 2.4 5.0 1.3 3.6 2.1 0.6 2.5

2014E Consensus EPS 7.55 7.44 1.91 1.44 1.37 3.71 (0.54) 3.24 4.56 2015E Consensus EPS 8.95 8.35 2.25 1.51 1.90 4.92 1.54 4.79 5.46 P/ 2014E Consensus EPS 10.9 12.2 33.9 27.8 12.9 20.8 NM 26.6 20.2 P/ 2015E Consensus EPS 9.2 10.9 28.8 26.5 9.3 15.7 15.9 18.0 16.9

2014E EBITDA Est. (1) 1,290 6,922 263 436 189 1,110 392 698 766 2015E EBITDA Est. (1) 1,404 7,387 301 469 230 1,035 635 811 850 EV / 2013E EBITDA (1) 5.5 7.2 13.1 12.6 6.6 9.4 10.2 6.4 10.1 EV / 2014E EBITDA (1) 5.1 6.8 11.4 11.7 5.4 10.1 6.3 5.5 9.1 Price / Tangible Book Value 2.8 4.4 3.4 NM 6.1 NM 1.4 2.8 NMGross Debt / EBITDA (1) 0.8 0.8 2.3 3.2 2.7 3.6 6.2 1.0 1.6




Corporate Action Ideas Chemtura, AECOM, Knowles, and Allison Transmission


NNEEWW IIDDEEAA:: CCHHEEMMTTUURRAA CCOORRPPOORRAATTIIOONN ((CCHHMMTT))

We find Chemtura ($2.4 billion market cap, $24.02 as of 5/2/14) an interesting investment idea as it’s in the midst of transforming into a specialty chemicals company and benefiting from a recovery in its key end markets. Chemtura emerged from bankruptcy in 2008 and under the new leadership of Craig Rogerson has sold non-core assets. Upon the sale of its AgroSolutions business in later 2014, the company will have two operating segments: Industrial Performance Products and Industrial Engineered Products. Chemtura’s products include high-performance additive components, building blocks for synthetic lubricant base-stocks; calcium sulfonate specialty greases and phosphate and polyol ester base fluids; hot cast elastomers; flame retardant and high performance bromine based products; and organometallic compounds. Why Do We Find Chemtura’s Stock Interesting?

Corporate Actions in Motion. Over the past 18 months, Chemtura has sold non-core Anti-oxidants and Consumer Products businesses ($500mm) and is using the proceeds to pay down debt and repurchase shares (expects to complete a share repurchase of ~$150 million in the next two quarters). The last phase of selling non-core assets culminated in the April 2014 when the company announced a sale of its AgroSolutions business for $1B (~10x EBITDA). When the sale is closed in late ‘Q3/’Q4, the company will be a pure-play industrial specialty chemicals company.

Buyback Catalyst in Late ‘Q3/Early ‘Q4. Upon announcement of the AgroSolutions sale, the company has earmarked cash from the sale for debt pay down and share repurchases. In the prior two aforementioned sales, cash has been utilized for debt pay down and share repurchases as well demonstrating management’s willingness to return capital to stakeholders. On the following page, we estimate the company will repay $230 million in debt and repurchase approximately 27 million shares with our estimate of $900 million in after-tax cash proceeds from the sale.

Margin Expansion Would Drive Significant EBITDA Upside. The company has set 2016 year-end goals of $2.5 billion in revenue with 18%-20% EBITDA margins. The post 2014 long-term investment thesis in Chemtura is predicated on material EBITDA margin expansion and sales growth under CEO Craig Rogerson.

Tax Value. After the AgroSolution sale, Chemtura will still hold $60 million of annual NOLs usage remaining for the next 15 years. We estimate the net present value of these tax benefits of ~$200 million. This will result in lower cash taxes for potentially 10+ years.

CEO with Track Record in Shareholder Value Creation. CEO Craig Rogerson joined Chemtura in December 2008 after serving as President and CEO at Hercules since 2003 before its sale to Ashland in November 2008.


CCHHEEMMTTUURRAA VVAALLUUAATTIIOONN SSUUMMMMAARRYY

Chemtura is in the midst of selling its AgroSolutions business for $1 billion with the transaction expected to close this fall. Therefore, below we present the company’s current trading valuations pro forma for the expected sale. The company has stated its intention to use the cash received for debt pay down and share repurchases. Therefore, our pro forma market cap. and enterprise value calculations reflect a debt pay down of $230 million and $670 million in share repurchases. After the sale of AgroSolutions, we estimate pro forma 2014 EBITDA of $225 million. The company’s 2016 year-end financial goal is $2.5 billion in sales with an 18-20% EBITDA margin (it appears without the assistance of acquisitions) or $450 million in EBITDA. This is expected to occur due to a cyclical recovery in its end markets, manufacturing efficiencies, and selling into new markets. A 7x to 8x EBITDA multiple on $450 million of EBITDA would equate to an enterprise value of $3.1 billion to $3.6 billion compared to $1.8 billion currently. Chemtura Corporation: Valuation Summary (Pro Forma for Sale of AgroSolutions Businesses Expected in late Q3 2014)

$ in millions, except stock prices

Pro Forma Trading Valuations Amount Trading Multiples and Estimates

Chemtura share price at 5/2/14 $24.02 EV / FY14E EBITDA 8.0x

x Pro forma diluted shares outstanding 71 98 EV / FY15E EBITDA 6.9x

Pro Forma Market Cap. at 5/2/14 1,705

+ Pro forma gross debt outstanding at 3/31/13 565 # FY14E Pro Forma EBITDA(1)

225

+ Unfunded Pension (tax effected) 87 FY15E Pro Forma EBITDA(1)

260

- Cash and investments at 3/31/13 (361)

- Tax value of NOLs (200) 2013

= Enterprise Value (Pro Forma) 1,796 Pro Forma Sales (for sale of AgroSolutions) 1,782

Pro Forma EBITDA 200

Estimated dividend yield 0.0% % Margin 11.2%

Chemtura's 2016 Year-End Financial Goals: 2016

Sales 2,500

Capital Structure EBITDA Margin 18%

Cash 361 EBITDA 450

Pro Forma Debt 565

Pro Forma Net debt 204 Capital Allocation Assumptions:

After-tax proceeds from AgroSolutions Sale ($1b gross) 900

Gross debt / FY14E Pro Forma EBITDA 2.5x Debt paydown to maintain stable debt ratio (230)

Gross debt / FY15E Pro Forma EBITDA 2.2x Remaining amount 670

Shares repurchased at $25 per share 26.8

Pro Forma Shares Outstanding (97.8m pre buyback) 71.0

(1) Wolfe Research estimates.

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


CCHHEEMMTTUURRAA VVAALLUUAATTIIOONN SSUUMMMMAARRYY

Chemtura Stock Price History (through 5/2/2014)

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


NNEEWW IIDDEEAA:: AAEECCOOMM TTEECCHHNNOOLLOOGGYY CCOORRPPOORRAATTIIOONN ((AACCMM))

Below we outline the key reasons we find AECOM ($3.2 billion market cap, $32.72 as of 5/2/14) an interesting investment idea. The AECOM story is simple: it is a cash generative business with super friendly capital allocation policies, a management incentive structure aligned with shareholders, and an attractive stock valuation that is pricing in little future growth. The shares currently trade at 12.5x and 11.6x 2014 and 2015 consensus EPS estimates with an 8.5% unlevered free cash flow yield based on our estimates. We focus more on cash flow rather than earnings as the latter includes the effects of amortization expense from past acquisitions. Why Do We Find AECOM’s Shares Interesting Over the Long-Term?

Cash Generative Business Model. AECOM is the largest general architectural and engineering design firm in the world. The company provides planning, consulting, architectural and engineering design, and program and construction management services for highways, airports, bridges, buildings, power and water facilities (majority of contracts are cost-reimbursable). The largest end markets are facilities, transportation and environmental with geographical revenue of 49% in Americas, 25% APAC and 26% EMEA. Funding sources are 41% private, 18% U.S. Federal, 18% U.S. state/local and 23% non-U.S. government. LTM sales were $8 billion and backlog was $18 billion at Q1 ’14 (up 8% y/y).

Management Incentive Structure Aligned With Shareholders. New CEO. In the full fiscal year 2012, the company implemented initiatives to focus on new annual bonus compensation metrics which are now focused on EPS and cash flow per share. This has encouraged fewer value destroying acquisitions and better capital allocation. Further, in March 2014, President Mike Burke was promoted to CEO with prior CEO John Dionisio retiring after 43 years with the company. Part of the new CEO’s long-term incentive award is based on stock options that vest based on laddered share prices above $31.62 (e.g., 50% would vest @ $44 with 100% vesting @ $57).

Favorable Capital Allocation Policies. Since August 2011, when the company changed its capital allocation policy, the company has repurchased 23% of total shares outstanding (at under 10x earnings). This reflects the company’s laser focused and disciplined approach to returning capital to shareholders with a long-term philosophy of directing 50% of free cash flow to share repurchases and 50% to M&A. However, during the past two years, management has focused on share repurchases rather than M&A, likely owing to the change in management’s incentive structure to EPS and cash flow per share. In FY 2013, the company used 105% of free cash flow to repurchase shares. The company’s long term stated goal is to generate between $1.3 billion and $1.8 billion in cumulative free cash flow over the next five years (50% of current market cap.) and we expect more to be directed to share repurchases than M&A.

Pricing in 0% Growth and Little Margin Expansion. We believe the company is being conservative in their EPS and cash flow guidance. The company’s EPS guidance is for $2.50-$2.60 per share for the fiscal year ending 9/30/14 and cash flow to approximate net income. EPS guidance assumes no organic growth and does not include share repurchase activity. Foreign currency has been a drag to EPS recently, too. And profitability in Australia has been lagging but in the stages of a turnaround. Long-term, the company is targeting 12% EBITDA margins.

Another firm similar to AECOM is URS, which is in the earlier stages of improving its operations and capital allocation strategy and for which there are activist shareholders. We find URS shares interesting, too.


AAEECCOOMM VVAALLUUAATTIIOONN SSUUMMMMAARRYY

Below is the current trading valuation of AECOM. The shares are trading at 12.5x 2014 consensus EPS estimates and an 8.5% free cash flow yield based on our estimates. We believe that there is still margin expansion opportunity in 2014 and view 2014 guidance as conservative as it excludes share repurchase activity and assumes no pick-up in growth. AECOM Corporation: Valuation Summary


Current Trading Valuations Amount Trading Multiples and Yields

AECOM share price at 5/2/14 $32.72 EV / FY14E EBITDA 7.9x

x Diluted shares outstanding 98 EV / FY15E EBITDA 7.1x

Market Cap. at 5/2/14 3,193

+ Gross debt outstanding at 12/31/13 1,204 P / FY14E Diluted EPS 12.5x

- Cash and investments at 12/31/13 (511) P / FY15E Diluted EPS 11.6x

= Enterprise Value 3,887

FY14E FCFF / EV 8.5%

Dividend yield 0.0% FY15E FCFF / EV 9.2%

FY14E EBITDA 490

Capital Structure FY15E EBITDA 550

Cash 511

FY13A FCFF(1)

$328

Debt 1,204 FY14E FCFF(2)

332

Net debt 693 FY15E FCFF(2)

357

Shareholders equity $2,123 FY13A Diluted EPS'(3)

$2.40

Gross debt / FY14E EBITDA 2.5x FY14E Diluted EPS(3)

2.61

Gross debt / FY15E EBITDA 2.2x FY15E Diluted EPS(3)

2.81

(1) Adjusted to exclude the effects of A/R securitization in FY 2013. Without adjustment, free cash flow would be $396m. (2) Wolfe Research estimate. (3) Calendarized as fiscal year ends September 30th. Note: Fiscal year ends on September 30th. All estimates based on First Call consensus as of 5/2/14 unless otherwise noted.

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

AECOM Stock Price History (through 5/2/2014)

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NNEEWW IIDDEEAA:: AALLLLIISSOONN TTRRAANNSSMMIISSSSIIOONN HHOOLLDDIINNGGSS,, IINNCC.. ((AALLSSNN))

Below we outline the key reasons we find Allison Transmission ($5.6 billion market cap., $30.40 as of 5/2/14) an interesting investment idea. By way of quick background, during GM’s crisis, Allison was taken private by Carlyle and Onex in June 2007 and, in turn, the sponsors IPO’d the company in March 2012. The two sponsors still own a combined 25% of the company and we expect them to continue selling down their position over the next twelve months (there have been several secondary offerings in the past 6 months). ALSN’s shares trade at 25x and 21x ‘14 and ‘15 consensus EPS estimates (as of 5/2/14), but the company’s cash earnings power is materially higher as the company has material tax benefits lowering cash taxes for the foreseeable future, is highly leveraged relative to its peers, and has amortization expense stemming from its privatization. Why Do We Find Allison Transmission’s Stock Interesting?

Great Business/Premier Brand. Allison Transmission is the world’s largest manufacturer of fully-automatic transmissions to the medium and heavy duty commercial vehicles (61% market share) with a #1 position in the on-highway North American market (43% of sales). The company maintains structurally higher margins as a result of its unique technology used in the U.S. truck industry allowing for a material “moat” around its business. There are few competitors in the U.S., and Daimler (17%), Navistar (10%), and Oshkosh (8%) are its largest customers. The company is levered to a continued recovery in North America construction activity. In 2013, sales were $1.9 billion (70% U.S.) with 33% EBITDA margins and $385 million in free cash flow.

Tax Value. ALSN has an off-balance sheet tax asset that arose from its privatization under which the company’s assets were stepped-up to fair market value generating total annual goodwill and intangible tax deductions of ~$315 million for the next 8.6 years ($2.7 billion in aggregate). In addition, the company held an additional NOL carryforward of $346 million (at 12/31/13). Combined, we estimate the net present value of these tax benefits to be ~$850 million. This will result in low cash taxes for potentially 10+ years.

Deleveraging. Allison entered the public markets with high leverage and has used excess cash flow to pay down debt and return capital to shareholders (50-50% in 2013). After ~$100 million in dividend payments in 2014, we forecast the company will have ~$325 million remaining of discretionary cash flow and expect the company to use roughly half for debt paydown and the remaining for share repurchases. This will improve the earnings profile of the company as it’s currently burdened by high interest cost. The company’s medium term target leverage ratio is 3-3.5x debt/EBITDA.

Favorable Capital Allocation Policies. We expect free cash flow to grow from ~$400 million to $600 million over the next few years. Shortly after the IPO, the company initiated a $0.06 quarterly dividend in May 2012 and then doubled the quarterly dividend to $0.12 in 2013. The company remains committed to debt pay down, dividends, and share repurchases (repurchased some shares from private equity selling shareholders recently). After some debt is repaid during 2014, capital allocation priorities should turn to higher share repurchase activity and dividend increases.

Management Incentive Structure. Based on our reading of ALSN’s proxy statement, management’s bonus is based on targets of adjusted EBTIDA (75%), gross adjusted free cash flow (20%), and other (5%).


AALLLLIISSOONN TTRRAANNSSMMIISSSSIIOONN:: VVAALLUUAATTIIOONN SSUUMMMMAARRYY

Below is the current trading valuation of ALSN. Given the company’s high leverage, non-cash amortization expense stemming from the privatization, and NOLs, we believe EV/EBITDA and unlevered free cash flow yield are the best valuation metrics upon which to value the company. We calculate a current unlevered free cash flow yield of 7.0% and 7.7% for 2014 and 2015 and EV/EBITDA multiples of 10.7x and 9.8x for 2014 and 2015.

Allison Transmission Holdings: Valuation Summary



Allison share price at 5/2/14 $30.40 EV / FY14E EBITDA 10.7x



+ Gross debt outstanding at 3/31/14 2,676 FY14E FCFF / EV 7.0%

- Cash and investments at 3/31/14 (160) FY15E FCFF / EV 7.7%

- Tax value of NOLs and Amortization (850)

= Enterprise Value 7,317 P / FY14E Diluted EPS- GAAP 25.1x

P / FY15E Diluted EPS- GAAP 21.0x

Estimated dividend yield 1.6%

Dividend payout ratio 40% P / FY14E Diluted EPS- Non-GAAP 13.2x

Last dividend increase % (y/y) 100% P / FY15E Diluted EPS- Non-GAAP 11.8x

FY14E EBITDA 687

Capital Structure FY15E EBITDA 743

Cash $160

FY13A FCFF $469

Debt $2,676 FY14E FCFF(1)

$510

Net debt 2,516 FY15E FCFF(2)

$560

Shareholders equity $1,394

Gross debt / FY14E EBITDA 3.9x FY14E Diluted EPS- GAAP 1.21

Gross debt / FY15E EBITDA 3.6x FY15E Diluted EPS- GAAP 1.45

FY14E Diluted EPS- Non-GAAP 2.30

FY15E Diluted EPS- Non-GAAP 2.57

(1) Mid-point of management guidance. (2) Wolfe Research estimate. Note: All estimates based on First Cal l consensus as of 5/2/14 unless otherwise noted.

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


AALLLLIISSOONN TTRRAANNSSMMIISSSSIIOONN ((AALLSSNN))

Allison Transmission Holdings Stock Price History (through 5/2/2014)

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NNEEWW IIDDEEAA:: KKNNOOWWLLEESS ((KKNN)) —— OORRPPHHAANN SSPPIINN--OOFFFF WWIITTHH MMAARRGGIINN//EEPPSS UUPPSSIIDDEE IINN ‘‘22HH

Knowles Corp. fits the classic definition of spin-offs we find as interesting investment ideas: a mid-capitalization company spun-off from a larger cap parent (Dover) in a different industry. The company also operates in a niche sub-industry without a natural vertical and, therefore, this has led to scant Wall Street coverage thus far. We believe that this along with new product introductions in ‘2H and margin expansion later this year will lead to upside EPS surprises over the intermediate term and more interest in the stock. In the very near term, ‘Q2 results still could be choppy as the company expects to record restructuring charges in connection with closing a higher cost manufacturing facility in Austria. Spun off from Dover on 2/28/14, Knowles maintains a leading position in MicroElectroMechanical Systems (“MEMs”) microphones, speakers and receivers which are used in mobile handsets, smartphones and tablets within the consumer electronics market (60% of revenues). The company is also a leading manufacturer of transducers used in the hearing health segment of the medical technology market (40% of revenues). Apple is the largest customer at 18% of revenues with no other customer above 10%. Why Do We Find Knowles’ Stock Interesting Over the Long-Term?

Market Leader with Attractive End Market Growth. Knowles is the #1 global supplier of microphones, #1 global supplier of hearing aid solutions, and top 3 supplier of speakers. Key markets include the growing smartphone and tablet market. The company also supplies oscillators and capacitors to the telecom, military/space, and industrial markets (17% of revenues). We expect the trend of higher content per existing consumer electronic unit should drive additional growth above that of its end markets.

Strong ‘2H 2014 Expected: New Product Introductions and Cost Savings = Margin Expansion. ‘1H 2014 results are expected to be weaker than a year ago due to a last minute design loss and the ramp down of Nokia and Blackberry business. However, we expect this to be a temporary lull in a long term uptrend due to design wins with major OEMs for product launches planned for the ‘2H of the year. Further, our sense is that the company is maintaining a conservative posture toward future margin expansion. Manufacturing consolidation is expected to drive $40-50 million of annualized cost savings starting in late ‘Q3. Further, as sales ramp in ‘2H from new product introductions in its Mobile Consumer Electronics segment, we expect this to produce positive operating leverage.

Neglected. As shown on the next page, Knowles’ share price has traded essentially side-ways since the spin-off, likely due to the lack of Wall Street coverage and relative market cap. size.

Valuation Looks Attractive. Over the intermediate term, we expect Knowles to produce high single digit revenue growth and mid-teens EPS growth based on mid-to-high single digit consumer end market growth, higher content per unit, and positive operating leverage. As shown on the next page, Knowles trades at 11.9x our discounted normalized EPS estimate, which we believe is achievable in 2015. Further, we believe this business should trade at premium to the current 15x S&P 500 multiple given its attractive end markets and dominant market position. The company’s closest competitors are AAC Technologies and Goertek, which trade at 17x and 21.5x 2014 consensus EPS estimates. We believe a P/E multiple of 17-18x forward earnings is fair for Knowles.

Tax Assets. While not a key tenet in our investment thesis, the company has U.S. NOLs of $169 million, $74 million in foreign NOLs, and intangible amortization deductions of $309 million. We value such amounts at roughly $125 million.


KKNNOOWWLLEESS ((CCOONNTTIINNUUEEDD))

Knowles Overview

Source: Knowles Corp. investor day presentation.

Knowles Stock Price History (through 5/2/2014)

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KKNNOOWWLLEESS VVAALLUUAATTIIOONN SSUUMMMMAARRYY

Based on consensus estimates, Knowles trades at 16.6x and 12.2x 2014 and 2015 consensus EPS estimates. We’ve chosen to value the company using management’s mid-term business model plan and our own assumptions as shown in the next exhibit. On that basis, the shares currently trade at 11.9x our normalized discounted EPS estimates. Knowles: Valuation Summary



Knowles share price at 5/2/14 $29.07 EV / FY14E EBITDA 9.7x



+ Gross debt outstanding at 3/31/14 400

- Cash and investments at 3/31/14 (51) P / FY14E Diluted EPS 16.6x

- Tax value of NOLs and Goodwill Amortization (125) P / FY15E Diluted EPS 12.2x

= Enterprise Value 2,698

Dividend yield 0.0% FY14E EBITDA 277

FY15E EBITDA 342

Capital StructureCash 51

FY14E Diluted EPS 1.75

Debt 400 FY15E Diluted EPS 2.39

Net debt 349

Shareholders equity $1,404

Gross debt / FY14E EBITDA 1.4x

Gross debt / FY15E EBITDA 1.2x

Note: Estimates based on consensus as of 5/2/14.

Source: Wolfe Research.

Below is our normalized EPS and fair value calculation based on various revenue growth and margin assumptions from management’s mid-term business plan disclosed at their investor day. We calculate fair value for the company at $41 per share compared to its current price of $29 (as of 5/2/14). Wolfe Research Intermediate Term Knowles Model Summary ($ in millions)

2015 Revenues / Growth 7% 1,275

Gross Margin 39% 497

Operating Margin (non-GAAP) 22% 281

Interest Expense L+150 7

EBT 274

Taxes @ 18% 18% 49

Net income 224

Shares Outstanding 85

Normalized Diluted EPS 2.64$

Normalized Diluted EPS Discounted 1 yr. 2.44$

x P/E Multiple 17

= Fair Value 41.48$

(Implied current P/E based on $29 share price and $2.44 EPS = 11.9x)

Source: Wolfe Research.


RREEIITT CCOONNVVEERRSSIIOONNSS:: SSEEEEMMIINNGGLLYY PPAASSTT RREEGGUULLAATTOORRYY RRIISSKK??

The conversion of “C-Corporations” into real estate investment trusts (REITS) is a corporate action where we’ve witnessed increased activity over the past 24 months. Last year, 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. After announcements from several companies that were undergoing conversion, it’s our understanding that the working group has completed its study and resumed issuing Private Letter Rulings positively characterizing certain non-traditional REIT assets as REIT qualifying income. We believe this is a theme well played out now. 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

Equinix EQIX 9,353 Info. Tech REIT conversion in progress - 1/1/2015 targeted

Iron Mountain IRM 5,458 Industrials REIT conversion in progress - 1/1/2014 targeted

Lamar Advertising LAMR 4,749 Consumer Disc. Exploring REIT conversion - 1/1/2014 targeted

CBS Outdoor Americas Segment CBSO 3,516 Consumer Disc. CBS will convert Outdoor Americas (Billboards) business to REIT.

Oil States Accomodations NA Energy Will be spun off from OIS and subsequently pursue REIT conversion 2015

Completed REIT Conversion Transactions

Company Ticker Market Cap. Conversion Date

Conversion to

Date Stock

Return

Gaming and Leisure Prop. GLPI 4,122 1/1/2014 -4%

Crown Castle CCI 24,277 1/1/2014 0%

Corrections Corp CXW 3,815 2/7/2013 8%

CyrusOne CONE 454 1/18/2013 -2%

GEO Group GEO 2,424 1/1/2013 28%

Ryman Hospitality Properties RHP 2,306 1/1/2013 26%

WP Carey WPC 6,086 10/1/2012 38%

Note: REIT conversions targeted for 2014 tax year may have occurred through non-public tax return filing without official announcement from company. Market data through and as of 4/30/2014.



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 Company

Stock

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 NA

1/2/2004 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 NA

1/1/2010 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% 37% -12%

10/1/2012 WP Carey 14% 16% 9% 11% 43% 34% 43% 22% NA NA

1/2/2013 Ryman Hospitality 6% 2% 17% 9% 0% -12% 12% -16% NA NA

1/2/2013 GEO Group 14% 11% 31% 23% 23% 11% 20% -9% NA NA

1/18/2013 CyrusOne 6% 3% 14% 10% 4% -10% 4% -21% NA NA

2/7/2013 Corrections Corp. -3% -6% 18% 10% 3% -10% 9% -11% NA NA

1/1/2014 Crown Castle -3% 0% 2% 0% NA NA NA NA NA NA

1/1/2014 Gaming & Leisure Products -10% -7% -2% -4% NA NA NA NA NA NA

Average -0.7% -1.5% 10.7% 5.5% 5.0% -2.0% 11.3% -4.3% 24.0% 3.3%

Median -3.4% -1.6% 10.2% 3.1% 4.0% -9.9% 17.7% -8.8% 27.8% 7.9%

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 4/28/2014.


1133DD FFIILLIINNGGSS

We track 13D filings as a means of identifying potential shareholder activism situations. Below and on the next page, 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.

2014E

P/E Sector Investor (Stake disclosed) Notes / Other Info

PepsiCo PEP 130,214 18.9 Cons. Staples Trian (<1%) Proposes snack/beverage sep.

HewlettPackard HPQ 62,653 8.9 Info. Tech. Relational (1.6%) Generic language (1)

Mondelez MDLZ 60,563 20.8 Cons. Staples Trian (2.4%) NA

Allergan AGN 49,604 30.3 Healthcare Pershing Square (9.7%) Sale of company

Illinois Tool Works ITW 36,212 18.7 Industrials Relational (1.1%) Generic language (1)

Williams WMB 28,904 38.3 Energy Corvex/Soroban (8.8%) Generic language (1)

Hess HES 28,095 19.0 Energy Elliott Management (5.0%) Corporate structure

Fannie Mae FNMA 22,381 1.7 Financials Pershing Square (2.0%) Generic language (1)

Netflix NFLX 19,306 76.7 Cons. Disc. Icahn Partners (4.5%) Generic language (1)

Ingersoll Rand IR 16,140 18.7 Industrials Relational (1.9%) Generic language (1)

Transocean RIG 15,590 9.9 Energy Icahn Partners (5.6%) Special divi. Directors nomination

Freddie Mac FMCC 12,595 1.4 Financials Pershing Square (2.0%) Generic language (1)

Juniper Networks JNPR 11,687 15.2 Info. Tech. Elliott (6.2%) Restructuring and capital allocation

Talisman Energy TSX:TLM 10,705 47.0 Energy Icahn Partners (7%) Asset sales / restructuring

Fidelity National Fin. FNF 8,831 16.8 Financials Corvex (6.7%) Generic language (1)

Tim Horton's THI 8,306 NA Cons. Disc. Scout (3.0%) Generic language (1)

Signet Jewelers SIG 8,140 19.4 Cons. Disc. Corvex (7.8%) Strategic alternatives

Safeway SWY 7,844 30.4 Cons. Staples Jana Partners (4.0%) Generic language (1)

Nabors Industries NBR 7,567 22.6 Energy Pamplona (8.7%) Strategy, corporate governance

Ashland ASH 7,516 14.4 Materials Jana Partners (8.6%) Generic language (1)

Hubbell Inc. HUB.B 6,926 20.3 Industrials Ancora (1.8%) Collapse of dual class structure

Darden Restaurants DRI 6,560 17.6 Cons. Disc. Starboard (5.5%) Generic language (1)

Herbalife HLF 5,884 9.6 Cons. Staples Icahn Partners (16.8%) Generic language (1)

Herbalife HLF 5,884 9.6 Cons. Staples William Stiritz (7.4%) Generic language (1)

Hologic HOLX 5,758 15.3 Healthcare Icahn (13%); Relational (7%) Generic language (1)

Timken TKR 5,756 16.6 Industrials Relational (8.5%) Strategy, corp. structure, cap. allocation

Legg Mason LM 5,585 17.6 Financials Gamco (5.3%) Generic language (1)

QEP Resources QEP 5,527 26.2 Energy Jana Partners (9.5%) Corporate structure, capital allocation

Allison Transmission ALSN 5,405 25.1 Industrials ValueAct (9.9%) Generic language (1)

Rockwood Holdings ROC 5,265 31.2 Materials Atlantic Investment (3.3%) Generic language (1)

Oil States Int'l OIS 5,163 17.5 Energy Jana Partners (11.1%) Corporate structure

Nuance Communications NUAN 5,103 14.5 Info. Tech. Icahn Partners (19.2%) Generic language (1)

MSCI MSCI 4,730 18.8 Financials ValueAct (5.1%) Generic language (1)

Dresser-Rand DRC 4,622 22.8 Energy ValueAct (6..6%) Generic language (1)

WPX Energy WPX 4,301 NA Energy Taconic Capital (6.9%) Generic language (1)

TW Telecom TWTC 4,233 65.3 Telecomm. Corvex (5.3%) Strategy, corporate governance

Micros Systems MCRS 3,875 20.8 Info. Tech. ValueAct (4.6%) Generic language (1)

Babcock & Wilcox BWC 3,844 16.0 Industrials Blue Harbour (6.0%) Generic language (1)

Clean Harbors CLH 3,646 33.5 Industrials Relational (9%) Strategic review / capital allocation

SandRidge Energy SD 3,396 76.2 Energy TPG-Axon (7.4%) General, directors nomination

SandRidge Energy SD 3,396 76.2 Energy Mount Kellett (5.1%) Generic language (1)

Unit Corp UNT 3,269 14.2 Energy New Mountain (5.2%) Board / management comp.

URS URS 3,251 14.4 Industrials Jana Partners (9.7%) Generic language (1)

Companies with market cap. >$1 billion. Excludes 13D filings for mergers and non-institutional investors. Market data as of 4/30/2014. (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 page exhibit is continued below. Recent 13D Filings or Other Potential Shareholder Advocate Situations ($ in millions) (continued) [sorted by market cap.]

Company Ticker

Market

Cap.

2014E

P/E Sector Investor (Stake disclosed) Notes / Other Info

Riverbed Technology RVBD 3,122 16.6 Info. Tech. Elliot Associates (9.2%) Generic language (1)

Navistar NAV 3,083 NA Industrials Icahn Partners (16.4%) Strategy, corporate governance

CommonWealth REIT CWH 3,009 11.2 Financials Corvex (4.8%), Perry Corp. (5.0%) Corporate governance / unlocking value

Sotheby's BID 2,903 18.2 Cons. Disc. Marcato Capital (6.6%) Generic language (1)

Sotheby's BID 2,903 18.2 Cons. Disc. Third Point (9.3%) Generic language (1)

Alere ALR 2,758 13.0 Healthcare Coppersmith (2.4%) New strategy, divestments, cap. allocation

Clifs Natural Resources CLF 2,714 68.2 Materials Casablanca Capital (5.2%) Strategy / capital allocation

Lexmark LXK 2,673 11.0 Info. Tech. BlueMountain (4.7%) Generic language (1)

Federal Mogul FDML 2,584 15.0 Cons. Disc. Gamco (4.8%) Generic language (1) (Co. 80% Icahn owned)

Chico's CHS 2,431 16.9 Cons. Disc. Blue Harbour (5.8%) Generic language (1)

Triquint Semiconductor TQNT 2,392 27.3 Info. Tech. Starboard (7.9%) Strategy / Board

Compuware CPWR 2,260 24.7 Info. Tech. Elliott Associates (9.6%) Generic language (1)

Compuware CPWR 2,260 24.7 Info. Tech. Starboard Value (3.7%) Capital allocation, restructuring

Men's Wearhouse MW 2,256 17.9 Cons. Disc. Eminence Capital (9.8%) Strategic alternatives

Altisource Asset Mgmt AAMC 2,192 NA Financials Luxor Capital (9.9%) Generic language (1)

Office Depot ODP 2,189 37.2 Cons. Disc. Starboard Value (8.2%) Strategic / operational

Chemtura CHMT 2,142 19.1 Materials Gamco (5.3%) Generic language (1)

Enstar Group ESGR 2,040 10.8 Financials Trident (9.7%) Generic language (1)

Mueller Industries MLI 1,641 22.4 Industrials Gamco (7.0%) Generic language (1)

Mattress Firm Holdings MFRM 1,540 23.2 Cons. Disc. 40 North (8.2%) Generic language (1)

Graftech Int'l GTI 1,521 74.7 Industrials Gamco (5.1%) Generic language (1)

Greenbrier Cos. GBX 1,447 20.2 Industrials Icahn Partners (3.3%) Generic language (1)

Outerwall OUTR 1,414 11.2 Cons. Disc. Jana Partners (14.7%) Generic language (1)

Pinnacle Ent. PNK 1,382 13.3 Cons. Disc. Orange Capital (4.5%) Spin-off real-estate

Microstrategy MSTR 1,372 138.0 Info. Tech. Apex Capital (5.1%) Communication, capital allocation

PHH Corp. PHH 1,364 16.6 Financials Orange Capital (6%) Corporate structure, capital allocation

Boyd Gaming BYD 1,280 56.3 Cons. Disc. Elliott Associates (7%) Generic language (1)

Conmed Corp. CNMD 1,261 24.0 Healthcare Camber Capital (5%) Generic language (1)

Conmed Corp. CNMD 1,261 24.0 Healthcare Coppersmith (5.9%) Generic language (1)

Brink's BCO 1,232 14.8 Industrials Gamco (7.0%) Generic language (1)

Bob Evans BOBE 1,157 17.6 Cons. Disc. Sandell (5.1%) Corporate structure

ATMI Inc. ATMI 1,126 24.5 Info. Tech. Gamco (6.8%) Generic language (1)

Encore Capital ECPG 1,110 10.0 Financials Red Mountain (5.3%) Generic language (1)

Penn-Virginia Corp. PVA 1,091 184.9 Energy Soros (9.2%) Generic language (1)

Calgon Carbon CCC 1,077 21.5 Materials Starboard (7.2%) Board composition

UTI Worldwide UTIW 1,026 54.4 Industrials P2 Capital (10.8%) Generic language (1)

Companies with market cap. >$1 billion. Excludes 13D filings for mergers and non-institutional investors. Market data as of 4/30/2014. (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.


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 – 2014 YTD Completed Spin-Off Trends

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 14

Completed Spin-offs by Year1993 - 2014 YTD

0 20 40 60 80

Utilities (4)

Telecom. (9)

Cons. Staples (19)

Energy (21)

Materials (26)

Healthcare (30)

Financials (37)

Industrials (38)

Info. Tech. (58)

Cons. Disc. (76)

No. of Spin-off Cos.

Completed Spin-offs by Sector1993 - 2014 YTD

Source: Wolfe Research Accounting & Tax Policy Research; Company filings. Data through 4/30/14.


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 311 spin-off transactions (through December 2013). 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 21% and relative total return of 12% 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 58% and 53% 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 2009 to 2013.

Attractive potential takeover candidates? 33% of spun-off companies were subsequently acquired; on average the acquisition occurred 5 years 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 the company was already publicly traded through an initial less than 20% IPO).


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 2012 through 2014 YTD completed U.S. spin-off transactions. 2012-2014 YTD Completed Spin-Offs – U.S. Companies ($ in millions)

Current Spin-off Current Parent Co.

Spin Co. to Date Parent to Date

Spin-Off Market Stock Parent Market Stock

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

Navient NAVI 5/1/14 7,042 0% Sallie Mae SLM 3,797 0%

Blackhawk Network HAWK 4/14/14 1,274 0% Safeway SWY 7,872 0%

Lands' End LE 4/4/14 873 -14% Sears Holdings SHLD 4,686 8%

Knowles Corp. KN 3/3/14 2,472 -7% Dover DOV 14,300 9%

Contravir CTRV 2/20/14 37 68% Synergy SGYP 402 -27%

New Media Investment NEWM 2/14/14 419 9% Newcastle Investment Corp. NCT 1,571 -7%

One Gas, Inc. OGS 2/3/14 1,890 9% ONEOK OKE 13,133 11%

Starwood Waypoint Resi. SWAY 2/3/14 1,064 -9% Starwood Property Trust STWD 5,324 3%

Allegion ALLE 12/2/13 4,894 18% Ingersoll Rand IR 16,154 8%

Ashford Hospitality Prime AHP 11/20/13 391 -27% Ashford Hospitality AHT 922 26%

Gaming and Leisure Prop. GLPI 11/4/13 4,038 2% Penn National Gaming PENN 903 -16%

Harvard Apparatus HART 11/4/13 67 63% Harvard Bioscience HBIO 133 -6%

FTD Cos. FTD 11/1/13 571 -6% United Online UNTD 155 -14%

Science Applications Int'l SAIC 9/30/13 1,911 16% Leidos (f/k/a SAI) LDOS 2,786 -17%

Murphy USA MUSA 9/3/13 1,987 15% Murphy Oil MUR 10,983 3%

Straight Path Comm. STRP 8/1/13 83 28% IDT Corp IDT 363 -16%

News Corp. NWSA 6/28/13 9,853 14% 21st Century Fox FOXA 73,613 14%

Mallinckrodt plc MNK 6/28/13 4,136 63% Covidien COV 32,323 28%

Zoetis (1) ZTS 6/22/13 15,342 1% Pfizer PFE 196,275 11%

WhiteWave Foods (1) WWAV 5/24/13 4,769 48% Dean Foods DF 1,472 -22%

New Residential Investment NRZ 5/15/13 1,545 6% Newcastle Investment Corp. NCT 1,571 1%

CST Brands CST 5/2/13 2,460 8% Valero Energy Corp. VLO 30,849 60%

Brookfield Property Partners BPY 4/15/13 9,134 -9% Brookfield Asset Mgmt. BAM.A-CA 26,060 28%

Crimson Wine Group CWGL 2/26/13 214 9% Leucadia LUK 9,377 -2%

Era Group ERA 1/31/13 576 39% Seacor Holdings CKH 1,688 16%

Starz STRZA 1/11/13 3,582 115% Liberty Media LMCA 14,981 19%

Abbvie ABBV 1/2/13 82,670 54% Abbott Labs ABT 59,501 24%

Altisource Residential RESI 12/24/12 1,578 60% Altisource Portfolio Solutions ASPS 2,302 19%

Altisource Asset Mgmt. Corp. AAMC 12/24/12 2,202 1120% Altisource Portfolio Solutions ASPS 2,302 19%

Sears Canada TSX:SCC 11/14/12 1,532 114% Sears Holdings SHLD 4,686 -7%

Comverse Inc. CNSI 11/1/12 555 -15% Comverse Technology CMVT NA Acquired

Kraft Foods Group KRFT 10/2/12 33,456 31% Mondelez (f/k/a Kraft Foods) MDLZ 60,274 30%

ADT, Inc. ADT 10/1/12 5,542 -17% Tyco International TYC 18,825 48%

Hyster Yale HY 10/1/12 1,611 144% Nacco Industries NC 398 27%

Engility Holdings EGL 7/18/12 754 144% L-3 Communications LLL 9,777 67%

Alexander & Baldwin ALEX 7/2/12 1,833 52% Matson Navigation MATX 1,039 -9%

DE Master Blenders NA 6/28/12 NA Acquired Sara Lee (n/k/a Hillshire Brands) HSH 4,356 47%

Fiesta Restaurant Group FRGI 5/7/12 955 236% Carrols Restaurant Group TAST 245 75%

Phillips 66 PSX 5/1/12 47,265 165% ConocoPhillips COP 93,822 48%

Post Holdings POST 2/3/12 1,992 95% Ralcorp RAH NA Acquired

SunCoke Energy (1) SXC 1/18/12 1,422 58% Sunoco SUN NA Acquired

Rouse Properties RSE 1/13/12 963 64% General Growth Properties GGP 20,475 66%

Other

Enable Midstream ENBL 4/11/14 9,649 11% Various (CNP/OGE) CNP 10,439 1%

CBS Outdoor CBSO 3/28/14 3,516 1% CBS CBS 33,969 -8%

Caesar's Acquisition Co. CACQ 11/20/13 1,725 20% Caesar's Entertainment CZR 2,644 6%

Western Refining Logistics WNRL 10/10/13 1,499 38% Western Refining WNR 3,452 41%

QEP Midstream Partners QEPM 8/9/13 1,271 2% QEP Resources QEP 5,447 3%

Phillips 66 Partners LP PSXP 7/23/13 6,005 87% Phillips 66 PSX 47,265 43%

NRG Yield NYLD 7/17/13 964 82% NRG NRG 10,920 20%

Kelt Exploration KEL-CA 3/1/13 1,515 161% Exxon Mobil XOM 438,031 17%

Axiall (f/k/a Georgia Gulf) AXLL 1/29/13 3,257 -13% PPG Industries PPG 26,986 41%

CVR Refining CVRR 1/17/13 3,532 22% CVR Energy CVI 4,203 25%

MPLX MPLX 10/26/12 4,098 112% Marathon Petroleum MPC 27,768 78%

Sears Hometown & Outlets SHOS 10/12/12 539 -23% Sears Holding SHLD 4,686 -3%

Pentair / Tyco Flow Control (2) PNR 10/1/12 14,464 81% Tyco International TYC 18,825 48%

Liberty Ventures (3) LVNT.A 8/10/12 4,274 165% Liberty Interactive LINT.A 14,466 66%

ACCO Brands (2) ACCO 5/1/12 688 -45% MeadWestvaco MWV 6,579 49%

(1) Equity carve-out followed by spin-off/ split-off of remaining int.; (2) Reverse Morris Trust transaction; (3) Tracking stock separation. Note: Market data as of 5/2/2014.



RREECCEENNTTLLYY CCOOMMPPLLEETTEEDD SSPPIINN--OOFFFFSS -- IINNTTEERRNNAATTIIOONNAALL

Below we list 2011 to 2014 YTD completed spin-offs for international companies. In some cases, the transaction may not be the traditional “spin-off”. 2011-2014 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

4/29/2014 Buwog BWO GR 1,855 (1.9) Real Estate Immofinanz

1/2/2014 Valmet VALMT FH 1,735 28.2 Pulp, paper & power Metso Oyj

1/9/2014 Frasers Centrepoint FCL SP 3,877 14.9 Real Estate Fraser & Neave

12/18/2013 Orora, Ltd. ORA AU 1,553 13.6 Packaging Distribution Amcor

12/10/2013 Recall Holdings REC AU 1,312 1.1 Commercial Services & Supplies Brambles

10/1/2013 World Duty Free WDF IM 3,431 22.2 Specialty Retail Autogrill

7/8/2013 Osram Licht OSR GR 5,572 58.6 Electrical Equipment Siemens

7/1/2013 Caverion CAV1V FH 1,388 81.9 Commercial Services & Supplies YIT

6/20/2013 Groupe Fnac FNAC FP 787 81.6 Retailing Kering

12/21/2012 Prothena PRTA US 495 205.6 Pharmaceuticals Elan Corporation

12/19/2012 Alent PLC ALNT LN 1,503 8.0 Chemicals Vesuvius (f/k/a Cookson)

11/26/2012 Shopping Centers Australasia Pro. SCP AU 1,042 25.0 Real Estate Management & Dev. Woolworth's Ltd.

7/28/2012 Veripos VPOS NO NA-Acquired NA Oil & Gas Services Subsea 7

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

5/1/2012 NovaCopper Inc. NCQ CN 59 (67.7) Metals & Mining NovaGold Resources

1/21/2012 Nord Gold NORD LI 639 (74.9) Metals & Mining Severstal

1/3/2012 Orascom Telecom Media And Tech. OTMT EY 943 447.7 Wireless Telecommunication Ser Orascom Telecom Holding SAE

1/2/2012 Delclima DLC IM 321 57.6 Household Durables De'Longhi

12/15/2011 Maurel et Prom Nigeria MPI FP 684 110.6 Oil, Gas & Consumable Fuels Etablissements Maurel et Prom

12/9/2011 Arrowhead Properties Ltd AWA SJ 425 51.9 Real Estate Management & Devel Redefine Properties Ltd

12/5/2011 Samyang Corp 145990 KS 220 (30.5) Food Products Samyang Holdings Corp

11/23/2011 Chorus Ltd CNU NZ 602 (35.1) 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 349 6.4 Oil, Gas & Consumable Fuels Philex Mining Corp

8/17/2011 Curro Holdings COH SJ 728 429.0 Diversified Consumer Services PSG Group Ltd.

7/11/2011 Mpact Ltd MPT SJ 432 117.9 Containers & Packaging Mondi Ltd

7/8/2011 Kvaerner ASA KVAER NO 536 9.8 Energy Equipment & Services Aker Solutions ASA

7/5/2011 Distribuidora Int'l de Alimentacion DIA SM 5,778 111.5 Food & Staples Retailing Carrefour SA

6/23/2011 Salim Ivomas Pratama Tbk PT SIMP IJ 1,368 (11.8) Food Products First Pacific Co Ltd/Hong Kong

6/10/2011 E-Mart Co Ltd 139480 KS 6,369 7.2 Food & Staples Retailing Shinsegae Co Ltd

6/6/2011 Echo Entertainment Group Ltd EGP AU 2,156 (30.0) Hotels Restaurants & Leisure TABCORP Holdings Ltd

6/3/2011 Enerflex Ltd EFX CN 1,255 46.7 Energy Equipment & Services Toromont Industries Ltd

5/26/2011 TNT Express NV TNTE NA 4,854 (30.1) Air Freight & Logistics PostNL NV

5/13/2011 Phoenix New Media Ltd FENG US 707 (29.4) Internet Software & Services Phoenix Satellite Television Holdings Ltd

5/10/2011 Treasury Wine Estates Ltd TWE AU 2,289 26.4 Beverages Foster's Group Ltd

4/11/2011 Pilot Gold PLG CN 136 (58.7) Metals & Mining Fronteer Gold

1/26/2011 Aperam Stainless Steel APAM NA 2,020 (31.5) Metals & Mining Arcelor Mittal

1/6/2011 Minera Frisco SAB de CV MFRISCOAMM 4,684 (37.7) Metals & Mining Grupo Carso SAB de CV

1/6/2011 Inmuebles Carso SAB de CV INCARSOBMM 2,343 20.9 Diversified Financial Services Grupo Carso SAB de CV

1/4/2011 Fiat Industrial FI FI IM NA - Acquired NA Machinery Fiat SpA

Note: Includes spin-offs for parent companies with >$1B USD market cap. Returns do not include currency impact. Data through 4/30/2014.



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 40 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 – U.S. Companies ($ in millions)

Announce

Date Parent Company

Parent

Ticker

Parent

Market

Cap.

Parent Co.


Form 10

/ S-1


4/30/14 Energizer Holdings ENR 6,995 Cons. Disc. Consumer care / Household prod. No End of 2015. SpinCo to be determined.

4/29/14 Alliant Tech ATK 4,590 Industrials Sporting Group No 2014. Parent co. to merge w/ Orbital (ORB)

4/11/14 Vornado Realty VNO 19,228 Financials Shopping centers No 'Q4 2014

4/10/14 Automatic Data ADP 37,563 Info. Tech. Dealer Services No 'Q4 2014

4/10/14 Cash America CSH 1,317 Financials Enova International (e-commerce) No Late 2014/2015

3/27/14 Baxter Int'l BAX 39,496 Healthcare Biopharmaceutical business No Mid 2015

3/18/14 Hertz Corp. HTZ 12,746 Industrials Hertz Equipment Rental Corp. No Early 2015

3/13/14 American Realty ARCP 9,998 Financials ARCenters shopping centers Yes 'Q2 2014 - taxable distribution

3/10/14 FMC Corp. FMC 10,247 Materials FMC Minerals No Early 2015

2/27/14 Ashford Hosp. Trust AHT 907 Financials Asset Management Yes 'Q3 2014 - taxable distribution

2/24/14 Chesapeake Energy CHK 18,767 Energy Oilfield services unit Yes NA

2/14/14 Occidental OXY 75,653 Energy California assets No End of 2014 / Early 2015

1/27/14 Rayonier Inc. RYN 5,704 Financials Performance Fibers Yes Mid-2014

1/20/14 Kimball Int'l KBALB 570 Industrials Electronic manufacturing No Late 2014/2015

1/13/14 Liberty Global LBTY.A 30,944 Cons. Disc. Latin American businesses No Under consideration

12/19/13 Darden Restaurants DRI 6,560 Cons. Disc. Red Lobster restaurants Yes Mid-2014

12/13/13 Simon Property Group SPG 53,806 Financials Strip centers & smaller malls No 'Q2 2014

12/12/13 Exelis XLS 3,525 Industrials Military and gov't services Yes Summer 2014

12/10/13 NorthStar Realty Fin. NRF 5,240 Financials Asset Management Yes 'Q2 2014

12/2/13 QEP Resources QEP 5,527 Energy QEP Field Services No Structure TBD; Includes QEPM stake

12/2/13 Dow Chemical DOW 60,082 Materials Commodity Chemicals No Structure TBD

11/15/13 General Electric GE 269,572 Industrials Retail Finance (Synchrony Financial) Yes <20% IPO in 2014, split-off in 2015

11/14/13 Kimberly Clark KMB 42,295 Cons. Staples Healthcare business No 'Q3 2014

11/7/13 Ensign Group ENSG 953 Healthcare Real estate assets (CareTrust REIT) Yes 'H1 2014

11/5/13 Weatherford Int'l WFT 16,225 Energy International rigs business No 'Q4 2014

10/24/13 DuPont DD 61,823 Materials Performance Chemicals No Late 2014/2015

10/10/13 Liberty Ventures LVNT.A 4,282 Cons. Disc. Liberty TripAdvisor Holdings No 'H1 2014

9/26/13 Gannett GCI 6,182 Cons. Disc. Captivate Network No Partner with Generation Partners PE firm

9/24/13 Noble Corp. NE 7,830 Energy Standard specific drilling units Yes 'Q3 2014

9/24/13 National Oilwell Varco NOV 33,678 Energy Distribution business (NOW) No May 30th, 2014

9/19/13 Agilent A 18,018 Healthcare Electronic measurement ("Keysight") Yes November 2014

9/10/13 Harvest Natural HNR 190 Energy Non-Venezuelan assets No Remaining business sold to Pluspetrol

9/5/13 Timken TKR 5,756 Industrials Steel business Yes 'H2 2014

9/3/13 Neonode Inc. NEON 203 Info. Tech. User-interface patent and licensing No Structure not determined (sale or spin-off)

8/28/13 IDT Corp. IDT 367 Telecomm. Zedge No Structure not determined (IPO or spin-off)

8/22/13 SunEdison SUNE 5,144 Info. Tech. SunEdison Semiconductor No Minority IPO - Early 2014

7/10/13 Tribune Company TRBA.A 7,240 Cons. Disc. Publishing business Yes Separation of publishing and broadcasting

6/26/13 Patriot Transport. PATR 334 Industrials Transportation & Real Estate No Under consideration

5/3/13 Oil States Int'l OIS 5,163 Energy Accommodations / REIT Conversion Yes Summer 2014

4/25/13 Theravance THRX 3,014 Healthcare Theravance Biopharma Yes 'Q2 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 58,624 Cons. Disc. Time Inc. Publishing Yes Early 2014

3/4/13 Hess Corporation HES 28,095 Energy Downstream: Retail, Mkting & Trading Yes Form tbd. Part of broader co. restructuring. Likely 2014-15

2/19/13 Demand Media DMD 361 Info. Tech. Domain services Yes 2014

1/25/13 Compuware CPWR 2,260 Info. Tech. Covisint (enterprise cloud business) Yes <20% IPO 'H2 13; spin-off of remainder within 12 months

1/16/13 CBS CBS 34,283 Cons. Disc. CBS Outdoor Americas (CBSO) Yes IPO in early 2014. Remainder to be split-off

2/9/12 Cincinnati Bell CBB 699 Telecomm. CyrusOne (CONE) Yes Minority IPO / REIT Conversion. Future monetization TBD

1/27/12 Republic Airways RJET 412 Industrials Frontier Airlines No Sale or spin-off not yet determined

1/5/12 Barnes & Noble BKS 982 Cons. Disc. Nook digital business No Preliminary review

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 4/30/2014.



CCUURRRREENNTT OOTTHHEERR TTRRAANNSSAACCTTIIOONNSS PPIIPPEELLIINNEE

Below is the current pipeline for “other” corporate action transactions, such as rights offerings, tracking stocks, and Reverse Morris Trust spin-merges. Announced and Pending Other Transactions – U.S. Companies ($ in millions)

Announce

Date Parent Company

Parent

Ticker

Parent

Market

Cap.

Parent Co.


Form 10

/ S-1


3/13/14 Liberty Media LMCA 14,793 Cons. Disc. Tracking stock separation No See below

2/7/14 Antero Resources AR 17,209 Energy Midstream assets Yes See below

1/28/14 Int'l Paper IP 20,481 Materials xpedx distribution solutions Yes See below

11/14/13 WPX Energy WPX 4,301 Energy Colorado natural gas properties No See below

11/4/13 Weyerhaeuser WY 17,461 Financials Homebuilding subsidiary Yes See below

10/21/13 Devon Energy DVN 28,543 Energy Pipeline Assets No See below

10/10/13 Liberty Interactive LINT.A 14,484 Cons. Disc. Tracking stock separation No See below

9/12/13 Dominion D 42,190 Utilities Pipeline Assets Yes See below

1) Liberty Media tracking stock to be attributed Sirius stake 2) Liberty Broadband tracking stock to be attributed Charter, TimeWarner Cable and TruePosition investments.

IPO of midstream assets MLP

Reverse Morris Trust transaction with Unisource Worldwide.

Creation of new midstream business by combining assets with Crosstex Energy and Crosstex Energy LP. Will create two new publicly traded entities: General partner and MLP.

WPX Energy Partners. Registration statement to be filed in mid 2014.

Reverse Morris Trust transaction with TRI Pointe. WY will spin or split off its WRECO homebuilding business which will then merge with TRI Pointe in a tax-efficient transaction.

'H1 2014: Current Liberty Interactive Group tracking stock to recapitalize into 1) QVC Group tracking stock and 2) Liberty Digital Commerce tracking stock.

MLP of midstream assets Cove Point LNG and Blue Racer. Mid 2014.

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 4/302014.


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

4/30/2014 Aker Solutions AKSO NO 4,369 NORWAY Energy New Aker Solutions (Subsea biz)

4/16/2014 Reckitt Benckiser RB/ LN 58,063 BRITAIN Consumer Staples Pharmaceuticals

4/7/2014 Newalta NAL CN 1,015 CANADA Industrials Industrials waste management

9/5/2013 Pioneer Foods PFG SJ 2,068 SOUTH AFRICA Consumer Staples Quantum Foods

7/26/2013 Vivendi VIV FP 35,945 FRANCE Telecommunication Services Spin-off of telecom

7/12/2013 America Movil AMXL MM 70,876 MEXICO Telecommunication Services Non--telecomm. Telmex businesses

7/7/2013 Reliance Communications RCOM IN 4,189 INDIA Telecommunication Services Real estate holdings

6/26/2013 Israel Corp. ILCO IT 4,362 ISRAEL Materials Shipping business, circuits business

5/30/2013 Telecom Italia TIT IM 23,173 ITALY Telecommunication Services Fixed line network

5/9/2013 Canadian Tire CTC CN 7,930 CANADA Consumer Discretionary REIT IPO of real estate owned

3/26/2013 UGL Limited UGL AU 1,056 AUSTRALIA Industrials Property services business

3/31/2010 Mahindra & Mahindra Ltd MM IN 10,983 INDIA Consumer Discretionary Mahindra Shubhlabh Services Ltd

Note: Includes spin-offs for parent cos. with >$1B USD market cap. Pending distribution form may not formally have been determined (IPO, split-off, etc.). Market cap. as of 4/30/2014.



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

Alexander

& Baldwin

(2) Allegion

AMC


BlackHawk

Networks

Brookfield

Property

Partners (2)

Comverse

Inc.

Current Price per share 52.08 30.24 37.31 49.35 65.67 46.60 23.99 19.46 24.94Market Capitalization 81,686 5,271 1,867 4,894 4,730 3,222 1,253 9,416 552 Plus: Total Debt & NCI (1) 15,517 4,451 745 1,438 2,184 1,630 120 46,471 7 Less: Cash & ST Investments 9,895 80 3 227 522 167 135 1,368 255 Equals: Enterprise Value 87,307 9,642 2,608 6,105 6,392 4,685 1,238 NM 305 Tangible Book Value (3,675) (3,079) 992 (738) (1,711) (329) (11) 2,082 (123)

LTM Revenue 18,790 3,339 365 2,094 1,592 4,666 1,138 5,122 653 Gross Margin % 75.6 58.0 23.5 41.2 62.2 16.4 26.1 56.3 36.7

LTM EBITDA/FFO 7,181 1,377 NA 413 574 693 103 582 68 LTM EBITDA Margin % 38.2 41.2 NA 19.7 36.1 14.9 9.0 NA 10.4

Net Income 4,128 393 37 31 291 165 54 350 19 Net Income Margin % 22.0 11.8 10.1 1.5 18.3 3.5 4.8 6.8 2.9

2014E Consensus EPS 3.13 1.90 1.21 2.38 4.17 3.13 1.22 NA 0.26 2015E Consensus EPS 3.72 2.04 1.61 2.93 4.93 4.72 1.50 NA 0.90 P/ 2014E Consensus EPS 16.6 15.9 31.0 20.7 15.7 14.9 19.7 NA 95.9 P/ 2015E Consensus EPS 14.0 14.8 23.2 16.8 13.3 9.9 16.0 NA 27.7

2014E EBITDA 7,344 1,738 33 425 704 632 136 582 76 2015E EBITDA 8,480 1,808 53 482 764 801 166 NA 41 EV / 2014E EBITDA 11.9 5.5 78.7 14.4 9.1 7.4 9.1 16.2 4.0 EV / 2015E EBITDA 10.3 5.3 49.3 12.7 8.4 5.8 7.5 NA 7.4

Dividend Yield 3.3% 2.6% 0.4% 0.0 NA 1.4% NA NA NAGross Debt / 2014 EBITDA (1) 2.1 2.6 22.2 3.3 3.1 2.4 0.8 41.3 0.1LTM FCF Yield (Unlevered) 7% 10% -20% 3% 0% 4% 0% NA -2%Price / Tangible Book Value NM NM 1.9 NM NM NM NM 4.5 NM

(1) Includes most recently available 10-K tax-effected pension underfunding as debt. NCI = Non-controlling interest. (2) Consensus EPS, EBITDA and related metrics based upon FFO. Brookfield Property Partners LTM EBITDA represents company FFO. Amount in EV/ EBITDA row represents Market Cap / FFO multiple. Consensus EPS and EBITDA based on First Call or Standard & Poor’s, if available. Market data as of 4/30/2014.



SSPPIINN--OOFFFFSS TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))



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

Fortune

Brands

Home &

Security FTD Cos.

Gaming &

Leisure

Properties

(2)

Huntington

Ingalls Hyster-Yale

Current Price per share 32.63 28.55 43.64 18.54 39.85 30.34 36.75 103.00 96.39Market Capitalization 2,472 576 764 3,525 6,605 574 4,122 5,076 1,611 Plus: Total Debt & NCI (1) 1,042 282 210 1,580 433 220 2,350 2,452 48 Less: Cash & ST Investments 378 31 29 469 241 48 285 1,043 107 Equals: Enterprise Value 3,136 827 946 4,637 6,797 746 6,187 6,486 1,552 Tangible Book Value 578 436 (139) (727) 377 (223) 57 112 471

LTM Revenue 10,750 299 1,407 4,816 4,157 627 242 6,820 2,697 Gross Margin % 10.2 37.6 13.7 22.2 34.6 37.0 NA 17.2 17.2

LTM EBITDA/FFO 362 73 128 669.0 474 61 47 661 164 LTM EBITDA Margin % 3.4 24.6 9.1 13.9 11.4 9.8 NA 9.7 6.1

Net Income 139 19 50 281 230 13 20 261 108 Net Income Margin % 1.3 6.3 3.5 5.8 5.5 2.0 8.2 3.8 4.0

2014E Consensus EPS 1.97 1.17 2.53 1.54 1.98 1.71 2.64 7.08 6.40 2015E Consensus EPS 2.14 1.78 3.12 1.58 2.48 2.73 2.70 8.24 7.85 P/ 2014E Consensus EPS 16.6 24.4 17.2 12.0 20.1 17.7 13.9 14.5 15.1 P/ 2015E Consensus EPS 15.2 16.0 14.0 11.7 16.1 11.1 13.6 12.5 12.3

2014E EBITDA 390 99 127 604 612 86 299 884 189 2015E EBITDA 417 126 138 615 742 97 319 949 219 EV / 2014E EBITDA 8.0 8.3 7.4 7.7 11.1 8.7 20.7 7.3 8.2 EV / 2015E EBITDA 7.5 6.6 6.8 7.5 9.2 7.7 19.4 6.8 7.1

Dividend Yield 0.8% NA NA 2.2% 1.2% NA 0.1 0.8% 1.0%Gross Debt / 2014 EBITDA (1) 2.7 2.8 1.6 2.6 0.7 2.6 7.9 2.8 0.2LTM FCF Yield (Unlevered) 8% -4% 17% 6% 3% 4% 2% 3% 7%Price / Tangible Book Value 4.3 1.3 NM NM 17.5 NM 71.9 45.3 3.4

(1) Includes most recently available 10-K tax-effected pension underfunding as debt. NCI = Non-controlling interest. (2) Consensus EPS, EBITDA and related metrics based upon FFO. Consensus EPS and EBITDA based on First Call or Standard & Poor’s, if available. Market data as of 4/30/2014.



SSPPIINN--OOFFFF TTRRAADDIINNGG VVAALLUUAATTIIOONNSS ((CCOONNTTIINNUUEEDD))



noted for foreign cos.) Knowles

Kraft Foods


Marathon

Petroleum

Marriott

Vacations

Worldwide

Murphy

USA Navient

New

Residential

Investment

Current Price per share 27.93 56.86 27.65 71.23 92.95 54.48 42.50 16.55 6.10Market Capitalization 2,375 33,902 884 4,143 27,221 1,876 1,987 7,042 1,720 Plus: Total Debt & NCI (1) 409 12,318 516 984 4,337 718 562 NA 4,357 Less: Cash & ST Investments 85 1,686 22 288 2,292 200 295 NA 308 Equals: Enterprise Value 2,699 44,533 1,377 4,839 29,266 2,394 2,254 NA NMTangible Book Value 607 (8,547) 151 364 9,982 1,209 656 3,476 1,266

LTM Revenue 1,215 18,218 1,563 2,241 93,949 1,365 16,199 2,703 308 Gross Margin % 36.2 37.9 45.5 46.8 6.6 45.6 2.9 NA NA

LTM EBITDA/FFO 295 5,266 148 412 4,603 217 356 NA NA LTM EBITDA Margin % 24.3 28.9 9.5 18.4 4.9 15.9 2.2 NA NA

Net Income 106 2,715 79 85 2,112 80 235 1,263 266 Net Income Margin % 8.7 14.9 5.0 3.8 2.3 5.9 1.5 NA 86.3

2014E Consensus EPS 1.75 3.17 NA 3.05 9.09 2.61 2.44 2.07 0.70 2015E Consensus EPS 2.39 3.45 NA 3.34 10.51 2.99 2.53 2.21 0.78 P/ 2014E Consensus EPS 16.0 17.9 NA 23.4 10.2 20.9 17.4 8.0 8.7 P/ 2015E Consensus EPS 11.7 16.5 NA 21.3 8.8 18.2 16.8 7.5 7.8

2014E EBITDA 275 3,778 148 448 5,843 192 302 NA NA2015E EBITDA 342 3,992 NA 480 6,525 210 318 NA NAEV / 2014E EBITDA 9.8 11.8 9.3 10.8 5.0 12.5 7.5 NA NAEV / 2015E EBITDA 7.9 11.2 NA 10.1 4.5 11.4 7.1 NA NA

Dividend Yield NA 3.7% NA NA 1.8% NA NA NA 11.5%Gross Debt / 2014 EBITDA (1) 1.5 3.3 3.5 2.2 0.7 3.7 1.9 NA NALTM FCF Yield (Unlevered) 4% 4% 8% 2% 8% 7% 9% NA NAPrice / Tangible Book Value 3.9 NM 5.9 11.4 2.7 1.6 3.0 2.0 1.4







noted for foreign cos.) News Corp.

One Gas

Inc.

Post


Science

Applications

Int'l

Sears

Hometown

& Outlets

Starwood

Waypoint

Residential Starz

SunCoke

Energy

Current Price per share 17.02 36.58 52.26 83.22 39.00 23.61 27.17 32.27 20.87Market Capitalization 9,759 1,900 2,010 47,202 1,884 537 1,063 3,541 1,456 Plus: Total Debt & NCI (1) 351 1,474 1,998 7,149 502 100 2 1,073 986 Less: Cash & ST Investments 2,908 3 885 5,400 254 23 45 18 234 Equals: Enterprise Value 7,202 3,371 3,123 48,951 2,132 614 NM 4,596 2,209 Tangible Book Value 7,901 1,081 (597) 18,156 (6) 423 990 (425) 479

LTM Revenue 8,747 1,690 1,094 157,795 4,121 2,422 17 1,798 1,634 Gross Margin % 39.4 24.9 40.9 12.2 8.1 23.9 NA 45.5 17.5

LTM EBITDA/FFO 645 365 206 3,589 254 72 NA 454 196 LTM EBITDA Margin % 7.4 21.6 18.8 2.3 6.2 3.0 NA 25.3 12.0

Net Income (623) 99 5 3,726 113 36 (23) 254 25 Net Income Margin % (7.1) 5.9 0.5 2.4 2.7 1.5 NM 14.1 1.5

2014E Consensus EPS 0.45 1.94 0.67 6.98 2.85 NA NA 2.12 0.32 2015E Consensus EPS 0.45 2.06 1.60 7.93 3.11 NA NA 2.40 0.59 P/ 2014E Consensus EPS 37.8 18.9 78.0 11.9 13.7 NA NA 15.2 65.2 P/ 2015E Consensus EPS 37.8 17.8 32.7 10.5 12.5 NA NA 13.4 35.4

2014E EBITDA 811 342 308 7,621 197 72 NA 458 228 2015E EBITDA 833 364 361 8,312 247 NA NA 475 262 EV / 2014E EBITDA 8.9 9.9 10.2 6.4 10.8 8.6 NA 10.0 9.7 EV / 2015E EBITDA 8.6 9.3 8.7 5.9 8.6 NA NA 9.7 8.4

Dividend Yield NA 3.1% NA 1.9% 2.9% NA NA NA NAGross Debt / 2014 EBITDA (1) 0.3 4.3 6.5 0.9 2.5 1.4 NA 2.4 3.1LTM FCF Yield (Unlevered) 8% -3% 4% 9% 8% -10% NA 7% 2%Price / Tangible Book Value 1.2 1.8 NM 2.6 NM 1.3 1.1 NM 3.0







noted for foreign cos.)

Treasury

Wine

Estates

($AUD) TripAdvisor

WhiteWave

Foods

World Duty

Free

WPX

Energy Xylem Zoetis

Current Price per share 3.84 80.74 27.69 9.66 21.28 37.59 30.26Market Capitalization 2,492 11,470 4,814 2,457 4,301 6,908 15,152 Plus: Total Debt & NCI (1) 342 368 711 976 2,017 1,446 3,697 Less: Cash & ST Investments 30 482 101 31 99 533 610 Equals: Enterprise Value 2,804 11,356 5,424 3,403 6,219 7,822 18,239 Tangible Book Value 2,103 264 (187) (761) 4,109 35 (845)

LTM Revenue 1,742 945 2,542 2,031 2,885 3,837 4,561 Gross Margin % 24.1 98.1 35.7 58.8 42.1 39.1 64.3

LTM EBITDA/FFO 96 311 273.7 259 499 596 1,263 LTM EBITDA Margin % 5.5 32.9 10.8 12.7 17.3 15.5 27.7

Net Income 96 205 99 100 (1,185) 228 504 Net Income Margin % 5.5 21.8 3.9 5.0 (41.1) 5.9 11.1

2014E Consensus EPS 0.19 2.15 0.93 0.45 (0.26) 1.96 1.53 2015E Consensus EPS 0.23 2.76 1.10 0.53 0.18 2.24 1.74 P/ 2014E Consensus EPS 20.2 37.6 29.8 21.5 NM 19.2 19.8 P/ 2015E Consensus EPS 16.7 29.3 25.2 18.2 118.2 16.8 17.4

2014E EBITDA 270 478 392 282 1,015 664 1,350 2015E EBITDA 312 610 446 314 1,284 731 1,487 EV / 2014E EBITDA 10.4 23.8 13.9 12.0 6.1 11.8 13.5 EV / 2015E EBITDA 9.0 18.6 12.2 10.8 4.8 10.7 12.3

Dividend Yield 3.4% NA NA NA NA 1.4% 1.0%Gross Debt / 2014 EBITDA (1) 1.2 0.8 1.8 3.4 1.9 2.2 2.7LTM FCF Yield (Unlevered) 1% 3% 1% -2% -7% 3% 3%Price / Tangible Book Value 1.2 43.4 NM NM 1.0 197.4 NM




RREECCEENNTT SSPPIINN--OOFFFFSS:: SSUUMMMMAARRYY BBAALLAANNCCEE SSHHEEEETTSS

Spun-Off Companies – Summary Balance Sheets

$ in millions except foreign companies as noted

AbbVie ADT

Alexander

& Baldwin Allegion

AMC


BlackHawk

Networks

Brookfield

Property

Partners

Comverse

Inc.

Balance SheetAssets:Cash & Investments 9,895 80 3 227 522 167 135 1,368 255Accounts Receivable 4,803 93 59 425 384 549 118 994 89Inventory 1,150 73 84 156 0 404 0 0 16Other Current Assets 2,000 290 25 115 399 50 85 649 70PP&E 2,298 233 1,274 203 71 1,659 82 34,153 42Goodwill & Intangibles 8,167 6,330 174 651 1,140 2,938 227 446 156Other Long-term Assets 885 2,776 666 203 121 112 267 14,836 122Total Assets 29,198 9,875 2,285 1,980 2,637 5,877 914 52,446 749

Liabilities:Accounts Payable 933 158 33 211 48 314 77 1,541 42Other Current Liabilities 5,515 506 80 207 365 227 462 124 369ST Debt 431 3 105 72 2 3 0 5,308 0Long-term Debt 14,292 4,434 608 1,272 2,182 1,435 113 18,701 0Other Long-term liabilities 3,535 1,523 284 273 611 1,171 32 1,782 305Total Liabilities 24,706 6,624 1,110 2,036 3,208 3,149 684 27,456 716Non-Controlling Interest 0 0 9 31 0 119 7 22,462 0Total Equity 4,492 3,251 1,166 (87) (572) 2,609 223 2,528 33Total Liabilities + Equity 29,198 9,875 2,285 1,980 2,637 5,877 914 52,446 749

CST Brands ERA Group Engility Exelis

Fortune

Brands

Home &

Security FTD Cos.

Gaming &

Leisure

Properties

Huntington

Ingalls Hyster-Yale

Balance SheetAssets:Cash & Investments 378 31 29 469 241 48 285 1,043 176Accounts Receivable 153 43 286 939 477 25 0 1,123 359Inventory 217 27 0 246 472 8 0 311 331Other Current Assets 18 5 26 86 137 13 23 199 56PP&E 1,326 804 12 498 534 32 2,149 1,897 164Goodwill & Intangibles 49 0 570 2,379 2,273 513 85 1,409 0Other Long-term Assets 162 49 7 267 44 15 66 243 76Total Assets 2,303 959 930 4,884 4,178 655 2,609 6,225 1,161

Liabilities:Accounts Payable 352 13 28 367 344 53 21 337 361Other Current Liabilities 75 14 161 677 389 33 91 976 186ST Debt 36 3 10 0 6 0 0 79 63Long-term Debt 1,006 279 188 649 350 220 2,350 1,700 7Other Long-term liabilities 207 213 100 1,539 436 59 4 1,612 94Total Liabilities 1,676 523 487 3,232 1,525 365 2,467 4,704 710Non-Controlling Interest 0 (0) 13 0 4 0 0 0 1Total Equity 627 436 430 1,652 2,649 291 142 1,521 450Total Liabilities + Equity 2,303 959 930 4,884 4,178 655 2,609 6,225 1,161

Note: Balance sheet as of most recently available quarterly or annual filing as of 4/28/14.



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

Spun-Off Companies – Summary Balance Sheets ($ in millions)


Knowles

Kraft Foods


Marathon

Petroleum

Marriott

Vacations

Worldwide

Murphy

USA Navient

New

Residential

Investment

Balance SheetAssets:Cash & Investments 85 1,686 16 288 2,292 200 295 2,429 308Accounts Receivable 225 1,048 39 463 5,559 1,079 193 0 8Inventory 149 1,616 464 429 4,689 870 179 0 0Other Current Assets 17 558 41 229 197 86 15 3,646 73PP&E 355 4,115 99 997 13,921 254 1,191 0 0Goodwill & Intangibles 1,275 13,734 642 945 938 0 0 418 0Other Long-term Assets 19 391 16 218 789 143 8 141,924 5,570Total Assets 2,125 23,148 1,317 3,569 28,385 2,632 1,881 148,417 5,959

Liabilities:Accounts Payable 141 1,548 139 145 8,234 129 311 0 250Other Current Liabilities 68 1,862 105 408 1,567 381 201 0 86ST Debt 100 0 0 1 23 112 14 7,650 4,109Long-term Debt 300 9,976 515 918 3,373 606 548 133,841 0Other Long-term liabilities 90 4,575 198 788 3,856 195 151 3,032 0Total Liabilities 699 17,961 958 2,260 17,053 1,423 1,225 144,523 4,446Non-Controlling Interest 0 0 0 0 412 0 0 0 247Total Equity 1,425 5,187 359 1,309 10,920 1,209 656 3,894 1,266Total Liabilities + Equity 2,125 23,148 1,317 3,569 28,385 2,632 1,881 148,417 5,959

News Corp.

One Gas

Inc.

Post


Science

Applications

Int'l

Sears

Hometown

& Outlets

Starwood

Waypoint

Residential STARZ

SunCoke

Energy

Balance SheetAssets:Cash & Investments 2,908 3 885 5,400 254 23 45 26 234Accounts Receivable 1,628 357 85 9,630 621 19 216 247 98Inventory 277 183 121 3,354 59 482 0 0 135Other Current Assets 299 59 24 853 60 13 3 366 15PP&E 2,927 3,045 388 15,398 60 49 749 96 1,544Goodwill & Intangibles 4,848 158 2,382 3,794 383 167 0 465 78Other Long-term Assets 3,096 41 405 11,369 10 93 5 250 140Total Assets 15,983 3,846 4,289 49,798 1,447 847 1,018 1,450 2,244

Liabilities:Accounts Payable 242 192 57 11,090 384 24 22 7 154Other Current Liabilities 2,050 132 94 1,817 167 129 0 314 88ST Debt 0 445 0 24 13 100 0 5 41Long-term Debt 0 1,029 1,933 6,131 489 0 0 1,055 648Other Long-term liabilities 800 809 419 8,344 17 4 4 14 481Total Liabilities 3,092 2,607 2,503 27,406 1,070 257 26 1,395 1,412Non-Controlling Interest 122 0 0 442 0 0 2 (7) 275Total Equity 12,769 1,239 1,786 21,950 377 590 990 62 557Total Liabilities + Equity 15,983 3,846 4,289 49,798 1,447 847 1,018 1,450 2,244




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

Spun-Off Companies – Summary Balance Sheets ($ in millions)


Treasury

Wine

Estates TripAdvisor

WhiteWave

Foods

World Duty

Free

WPX

Energy Xylem Zoetis

Balance SheetAssets:Cash & Investments 30 482 101 31 99 533 610Accounts Receivable 508 127 147 70 536 817 1,138Inventory 706 0 159 142 72 475 1,293Other Current Assets 5 21 50 31 215 184 316PP&E 1,299 35 660 74 7,241 488 1,295Goodwill & Intangibles 1,033 600 1,148 1,161 0 2,206 1,785Other Long-term Assets 768 207 19 351 266 193 121Total Assets 4,350 1,473 2,283 1,859 8,429 4,896 6,558

Liabilities:Accounts Payable 0 10 234 276 652 332 506Other Current Liabilities 530 165 119 105 355 479 894ST Debt 1 68 33 6 0 42 15Long-term Debt 336 300 674 960 1,916 1,199 3,642Other Long-term liabilities 341 66 261 110 1,296 603 539Total Liabilities 1,209 609 1,322 1,456 4,219 2,655 5,596Non-Controlling Interest 5 0 0 4 101 0 22Total Equity 3,136 864 961 399 4,109 2,241 940Total Liabilities + Equity 4,350 1,473 2,283 1,859 8,429 4,896 6,558




CCOONNTTRRAARRIIAANNSS TTAAKKEE NNOOTTEE:: BBUUSSTTEEDD SSPPIINN--OOFFFFSS

Below, we list spin-offs since 2009 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. 2009 – Present “Busted” Spin-Offs ($ in millions)

Current Spin Date Total

Spin Co. Stock Stock Price Return

Spin-Off Market Price Price as % Since

Spun-Off Company Ticker Date Cap. Spin Date Current Current Spin Parent Company

Harris Stratex Networks Inc (1) AVNW 5/27/2009 99 5.16 1.59 31% -69% Harris Corp

Ashford Hospitality Prime AHP 11/20/2013 390 21.14 15.41 73% -27% Ashford Hospitality

ADT, Inc. ADT 10/1/2012 5,470 37.27 29.84 80% -18% Tyco International

Comverse Inc. CNSI 11/1/2012 567 29.08 25.47 88% -12% Comverse Technology

Brookfield Property Partners BPY 4/15/2013 2,015 22.31 19.65 88% -8% Brookfield Asset Management

Lands' End LE 4/4/2014 894 31.67 27.97 88% -12% Sears Holdings

Lumos Networks LMOS 11/1/2011 294 14.86 13.27 89% 0% Ntelos Holding Corp.

Starwood Waypoint Resi. SWAY 2/3/2014 1,061 30.00 27.12 90% -10% Starwood Property Trust

New Residential Investment NRZ 5/15/2013 1,577 6.55 6.23 95% 5% Newcastle Investment Corp.

Gaming and Leisure Prop. (2) GLPI 11/4/2013 4,216 39.14 37.60 96% 9% Penn National Gaming

Zoetis (1) ZTS 6/24/2013 14,716 30.38 29.39 97% -3% Pfizer

FTD Cos. FTD 11/1/2013 592 32.20 31.31 97% -3% United Online

Blackhawk Network HAWK 4/14/2014 1,227 24.18 23.93 99% -1% Safeway

Knowles Corp. KN 3/3/2014 2,670 31.30 31.40 100% 0% Dover

CST Brands CST 5/2/2013 2,342 30.28 30.92 102% 3% Valero

Genie Energy GNE 10/31/2011 181 8.30 8.48 102% 5% IDT Corp

One Gas, Inc. OGS 2/3/2014 1,867 33.63 35.94 107% 7% ONEOK

QEP Resources QEP 7/1/2010 5,782 29.31 32.11 110% 11% Questar Corporation

Crimson Wine Group CWGL 2/26/2013 215 8.00 8.80 110% 10% Leucadia

(1) Equity carve-out followed by spin-off/ split-off of remaining interest. (2) $11.85 per share special dividend as part of REIT conversion. Market data as of 4/23/2014.



BBUUSSTTEEDD PPAARREENNTT CCOOMMPPAANNIIEESS AAFFTTEERR SSPPIINN--OOFFFFSS

Below are spin-offs since 2009 where the parent company is trading less than 110% its initial spin-date stock price. 2009 – Present “Busted” Parent Co. after Spin-Offs ($ in millions)

Current Spin Date Total

Parent Co. Stock Stock Price Return

Parent Spin-Off Market Price Price as % Since

Parent Company Ticker Date Cap. Spin Date Current Current Spin Spun-Off Company

Forest Oil Corp. FST 9/30/2011 230 10.36 1.93 19% -81% Lone Pine Resources (1)

McDermott International MDR 8/3/2010 1,664 13.40 7.01 52% -48% Babcock & Wilcox

Ntelos Holding Corp. NTLS 11/1/2011 284 25.07 13.20 53% -32% Lumos Networks

Cablevision CVC 7/1/2011 4,490 25.96 16.79 65% -28% AMC Networks

Phoenix Cos Inc PNX 1/2/2009 266 63.40 46.58 73% -27% Virtus Investment Partners Inc

Dean Foods DF 5/24/2013 1,483 20.20 15.86 79% -21% WhiteWave Foods (1)

EnCana Corp ECA 12/9/2009 17,165 28.09 23.17 82% -5% Cenovus Energy Inc

Leidos (f/k/a SAI) LDOS 9/30/2013 2,971 45.52 37.57 83% -16% Science Applications Int'l

IDT Corp IDT 8/1/2013 366 19.27 15.92 83% -15% Straight Path Comm.

Matson Navigation MATX 7/2/2012 1,063 27.83 24.76 89% -7% Alexander & Baldwin

Sears Holdings SHLD 11/14/2012 4,604 47.34 43.25 91% -9% Sears Canada

Newcastle Investment Corp. NCT 2/14/2014 1,613 4.89 4.59 94% -4% New Castle Media

Penn National Gaming PENN 11/4/2013 1,010 13.75 12.93 94% -6% Gaming and Leisure Prop.

Newcastle Investment Corp. NCT 5/15/2013 1,613 4.86 4.59 94% 3% New Residential Investment

United Online UNTD 11/1/2013 172 12.99 12.28 95% -5% FTD Cos.

Starwood Property Trust STWD 2/3/2014 5,127 23.90 23.16 97% -1% Starwood Waypoint Resi.

Leucadia LUK 2/26/2013 9,558 26.52 26.25 99% 0% Crimson Wine Group

Safeway SWY 4/14/2014 7,835 34.02 34.02 100% 0% Blackhawk Network

Harvard Bioscience HBIO 11/4/2013 143 4.42 4.49 102% 2% Harvard Apparatus

Sears Holdings SHLD 4/4/2014 4,604 40.68 43.25 106% 6% Lands' End

ONEOK OKE 2/3/2014 12,931 57.92 62.21 107% 8% One Gas, Inc.

Ingersoll Rand IR 12/2/2013 16,154 55.56 59.85 108% 8% Allegion

Murphy Oil MUR 9/3/2013 11,631 59.80 64.82 108% 10% Murphy USA

Dover DOV 3/3/2014 14,376 79.10 86.35 109% 10% Knowles Corp.

(1) Equity carve-out followed by spin-off/ split-off of remaining interest Market data as of 4/23/2014.



SSPPIINN--OOFFFFSS:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS

AABBBBVVIIEE IINNCC.. ((AABBBBVV))

Business Overview

($ in millions)

Market Cap. 81,191 2014E P/E 16.3x LTM Unlevered FCF Yield 6.9%

Enterprise Value 86,813 EV/EBITDA 11.8x LTM EBITDA Margin 38.2% 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 4/28/2014.

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

2013-14 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 9,702 EV/EBITDA 7.0x EV / RMR (1) 37.2x 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 4/28/14.



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AALLEENNTT PPLLCC ((AALLNNTT--GGBB))

Business Overview

(GBP in millions)

Market Cap. 885 2014E P/E 13.3x LTM Unlevered FCF Yield 6.5%

Enterprise Value 993 EV/EBITDA 9.5x LTM EBITDA Margin 14.9% 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.



2013-14 Stock Price & Volume Chart (GBP)

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AALLEEXXAANNDDEERR && BBAALLDDWWIINN,, IINNCC.. ((AALLEEXX))

Business Overview

($ in millions)

Market Cap. 1,793 2014E P/E 54.3x P/FFO 31.1

Enterprise Value 2,534 P/TBV 1.8x 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, ALEX'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 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 Agribusiness operations.




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AALLLLEEGGIIOONN PPLLCC ((AALLLLEE))

Business Overview

($ in millions)


Enterprise Value 5,922 EV/EBITDA 13.9x LTM EBITDA Margin 19.7%

Spun-off from Ingersoll Rand on December 2, 2013, Allegion is a leading global provider of security products and

solutions. The company offers an extensive and versatile portfolio of mechanical and electronic security products across

a range of market-leading brands.

The company operates in three geographic regions: Americas; Europe, Middle East, India and Africa (“EMEIA”); and

Asia Pacific. Allegion sells a wide range of security products and solutions for end-users in commercial, institutional and

residential facilities worldwide, including into the education, healthcare, government, commercial office and single- and

multi-family residential markets. Strategic brands include Schlage, Von Duprin, LCN, CISA and Interflex®. According to

the company, Schlage, Von Duprin and LCN hold the No. 1 position in their primary product categories in North

America and CISA and Interflex hold the No. 1 or No. 2 position in their primary product categories in Italy and

Germany, respectively.




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AAMMCC NNEETTWWOORRKKSS IINNCC.. ((AAMMCCXX))

Business Overview

($ in millions)


Enterprise Value 6,431 EV/EBITDA 9.1x LTM EBITDA Margin 36.1% 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. Note: Market data as of 4/28/2014.



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AAXXIIAALLLL CCOORRPP.. ((AAXXLLLL))

Business Overview

($ in millions)


Enterprise Value 4,739 EV/EBITDA 7.5x LTM EBITDA Margin 14.9% 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 3,717 EV/EBITDA 9.2x LTM EBITDA Margin 17.7% 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. Note: Market data as of 4/28/2014.



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BBLLAACCKKHHAAWWKK NNEETTWWOORRKK ((HHAAWWKK))

Business Overview

($ in millions)

Market Cap. 1,228 2014E P/E 19.1x LTM Unlevered FCF Yield -0.1%


Spun-off from Safeway on April 14, 2014, Blackhawk is a leading prepaid payment network utilizing proprietary

technology to offer a broad range of prepaid gift, telecom and debit cards, in physical and electronic forms, as well as related prepaid products and payment services in the United States and 20 other countries. For consumers: a broad variety of quality brands and content through retail and online distribution locations or through loyalty, incentives and

rewards programs offered by business customers. For content providers: incremental sales by providing access to millions of consumers and creating new customer relationships. For retail distribution partners: significant, high-growth and highly productive product category that drives incremental store traffic and customer loyalty. Business partners: a wide array of prepaid products to enhance their customer incentives and employee rewards programs.

The company is one of the largest third-party distributors of gift cards in the world based on the total value of funds loaded on the cards distributed, “load value”. The retail network connects to more than 650 content providers and over 180,000 active retail distribution locations, providing access to tens of millions of consumer visits per week. In addition,

physical and electronic gift cards are sold to consumers through leading online distributors and our website, GiftCardMall.com. In 2013, the company processed a total load value of $9.9 billion and over 240 million load transactions.




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BBRROOOOKKFFIIEELLDD PPRROOPPEERRTTYY PPAARRTTNNEERRSS LL..PP.. ((BBPPYY))

Business Overview

($ in millions)

Market Cap. 9,333 2014E P/E NA P/TBV 4.5x

Enterprise Value 54,436 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.



2013 Stock Price & Volume Chart

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CCOOMMVVEERRSSEE,, IINNCC.. ((CCNNSSII))

Business Overview

($ in millions)

Market Cap. 554 2014E P/E 95.7x LTM Unlevered FCF Yield -1.7%

Enterprise Value 307 EV/EBITDA 4.0x 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)



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 4,702 EV/EBITDA 7.2x LTM EBITDA Margin 6.1% 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.



2013-14 Stock Price & Volume Chart (Euros)

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EECCHHOO EENNTTEERRTTAAIINNMMEENNTT GGRROOUUPP LLTTDD.. ((EEGGPP--AAUU))

Business Overview

(AUD in millions)


Enterprise Value 3,180 EV/EBITDA 7.9x LTM EBITDA Margin 18.4% 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.



2013-14 Stock Price & Volume Chart ($AUD)

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EENNEERRFFLLEEXX LLTTDD.. ((EEFFXX--CCAA))

Business Overview

(CAD in millions)


Enterprise Value 1,276 EV/EBITDA 7.2x LTM EBITDA Margin 8.4% 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.



2013-14 Stock Price & Volume Chart ($CAD)

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EENNGGIILLIITTYY HHOOLLDDIINNGGSS,, IINNCC.. ((EEGGLL))

Business Overview

($ in millions)


Enterprise Value 927 EV/EBITDA 7.3x LTM EBITDA Margin 9.1% 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. The Mission 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)


Enterprise Value 822 EV/EBITDA 8.3x LTM EBITDA Margin 24.6%

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. Note: Market data as of 4/28/2014.



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EEXXEELLIISS,, IINNCC.. ((XXLLSS))

Business Overview

($ in millions)


Enterprise Value 4,563 EV/EBITDA 7.6x LTM EBITDA Margin 13.9% 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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FFIIEESSTTAA RREESSTTAAUURRAANNTT GGRROOUUPP,, IINNCC.. ((FFRRGGII))

Business Overview

($ in millions)


Enterprise Value 1,029 EV/EBITDA 12.8x LTM EBITDA Margin 12.3% 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 6,732 EV/EBITDA 11.0x LTM EBITDA Margin 11.4% 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. Note: Market data as of 4/28/2014.



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FFTTDD CCOOMMPPAANNIIEESS,, IINNCC.. ((FFTTDD))

Business Overview

($ in millions)


Enterprise Value 745 EV/EBITDA 8.7x LTM EBITDA Margin 9.8% Spun-off from United Online (UNTD) on November 1, 2013, FTD is a floral and gift products and services company. The

company provides floral, gift and related products and services to consumers and retail florists, as well as to other retail locations offering floral and gift products primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The business uses the FTD and Interflora brands, both supported by the Mercury Man logo that is displayed in tens of

thousands of floral shops worldwide. Portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K.




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GGAAMMIINNGG AANNDD LLEEIISSUURREE PPRROOPPEERRTTIIEESS,, IINNCC.. ((GGLLPPII))

Business Overview

($ in millions)

Market Cap. 4,077 2014E P/E 22.9x P/TBV 71.1x

Enterprise Value 6,142 2014E P/FFO 13.8x Spun-off from Penn National Gaming on November 4, 2013, GLPI is a publicly-traded, self-administered, self-managed

REIT primarily engaged in the property business, which consists of owning, acquiring, developing, expanding, managing, and leasing gaming and related facilities. GLPI will be the first gaming-focused REIT, and expects to grow its portfolio by aggressively pursuing opportunities to acquire additional gaming facilities to lease to gaming operators,

which may include Penn. GLPI also anticipates diversifying its portfolio over time, including by acquiring properties outside the gaming industry to lease to third parties. GLPI expects to generate its revenues in the property business primarily by leasing gaming facilities to gaming

operators in "triple-net" lease arrangements, a business model common to a number of publicly-traded REITs in other industries and which GLPI expects to exist with respect to any transactions that would be entered into by future REIT competitors of GLPI. Initially, GLPI's initial portfolio consists of 21 gaming and related facilities, including the TRS

Properties and the real property associated with 19 gaming and related facilities (including two properties under development in Dayton, OH and Mahoning Valley, OH). GLP Capital, L.P., a subsidiary of GLPI through which GLPI will own substantially all of its assets, will lease all but two of its gaming and related facilities (the TRS Properties, both of

which will be operated by GLPI through its TRSs) to Penn Tenant, LLC, a subsidiary of Penn, under the Master Lease. The portfolio of 21 properties (including two properties under development in Dayton, OH and Mahoning Valley, OH), comprising approximately 6.6 million square feet of building space and approximately 3,220 acres of owned and leased land, is diversified by location across 13 states. The company believes geographic diversification will limit the effect of

changes in any one market on our overall performance.




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HHOOWWAARRDD HHUUGGHHEESS CCOORRPP.. ((HHHHCC))

Business Overview

($ in millions)


Enterprise Value 6,138 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). Note: Market data as of 4/28/2014.



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HHUUNNTTIINNGGTTOONN IINNGGAALLLLSS IINNDDUUSSTTRRIIEESS,, IINNCC.. ((HHIIII))

Business Overview

($ in millions)



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. Note: Market data as of 4/28/2014.



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HHYYSSTTEERR--YYAALLEE MMAATTEERRIIAALLSS HHAANNDDLLIINNGG,, IINNCC.. ((HHYY))

Business Overview

($ in millions)



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. Note: Market data as of 4/28/2014.



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KKNNOOWWLLEESS CCOORRPP.. ((KKNN))

Business Overview

($ in millions)



Spun off from Dover on February 28th, 2014, Knowles engages in the design and manufacture of innovative products

and components which serve the mobile consumer electronics, medical technology, telecommunications infrastructure, military/space and other industrial end markets. The company was built by its Former Parent through a series of acquisitions (including Knowles Electronics, Vectron International, Novacap, Syfer, Dielectric, Voltronics and Sound

Solutions) and internal growth initiatives spanning the last 20 years. There is a leading position in MicroElectroMechanical Systems (“MEMs”) microphones, speakers and receivers which are used in mobile handsets, smartphones and tablets within the consumer electronics market. The company is also a leading manufacturer of transducers used in the hearing health segment of the medical technology market, along with having a strong position

in oscillators (timing devices) and capacitors which serve the telecommunication infrastructure, military/space and other industrial markets.

The company consists of two reportable segments:

1) MCE designs and manufactures innovative acoustic products, including microphones, speakers and receivers, used in

several applications that serve the handset, tablet and other consumer electronic markets. Locations include the

corporate office in Itasca, Illinois; sales, support and engineering facilities in North America, Europe and Asia; and

manufacturing facilities in Europe and Asia.

2) SC specializes in the design and manufacture of specialized electronic components used in medical and life science

applications, as well as high-performance solutions and components used in communications infrastructure and a wide

variety of other markets. SC’s transducer products are used principally in hearing aid applications within the

commercial audiology markets, while its oscillator products predominantly serve the telecom infrastructure market and

its capacitor products are used in applications including radio, radar, satellite, power supplies, transceivers and medical

implants serving the defense, aerospace, telecommunication and life sciences markets. Operating facilities and sales,

support and engineering facilities are located in North America, Europe and Asia. Note: Market data as of 4/28/2014.



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KKRRAAFFTT FFOOOODDSS GGRROOUUPP,, IINNCC.. ((KKRRFFTT))

Business Overview

($ in millions)



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. Note: Market data as of 4/28/2014.



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LLAANNDDSS’’ EENNDD ((LLEE))

Business Overview

($ in millions)

Market Cap. 879 2014E P/E NA LTM Unlevered FCF Yield 12.3%


Spun off from Sears Holding on April 4th, 2014, Lands’ End is a multi-channel retailer of casual clothing, accessories

and footwear, as well as home products. Products are offered through catalogs, online at www.landsend.com and affiliated specialty and international websites, and through retail locations, primarily at Lands’ End Shops at Sears and standalone Lands’ End Inlet stores. The brand is a classic American lifestyle brand with a focus on quality, service and

value. Target is men, women, kids and the home. In 2013, the co. generated revenue of approximately $1.6 billion. Revenues are generated worldwide through an international, multi-channel network in the United States, Canada, United Kingdom, Germany, France, Austria and Japan. This network reinforces and supports sales across the multiple channels in which we do business. In 2013, sales outside the United States totaled approximately $273.5 million, or

17.5% of revenue.

There are two reportable segments, Direct (sold through e-commerce websites and direct-mail catalogs, which in 2013 comprised approximately 83% of revenue, or $1.3 billion) and Retail (sold through stores, which in 2013 comprised

approximately 17% of revenue, or $258.9 million), and the company offers merchandise that includes men’s, women’s and kids’ apparel, outerwear and swimwear; specialty apparel; accessories; footwear; and home products. Historically, catalogs have been the primary source of sales. Now, there is an expanded Direct sales channel through the Internet

and Retail segment to bring the Lands’ End catalog to life. Online sales represented approximately 80% of U.S. consumer revenue in 2013, up from approximately 20% in 2002. In addition, Lands’ End Business Outfitters offers business casual apparel and an extensive variety of promotional products that can be embroidered to enhance a partner company’s image. Lastly, the Lands’ End School Uniform business provides high-quality school uniforms and

school-appropriate clothing designed to meet dress-code requirements.




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MMAALLLLIINNCCKKRROODDTT PPLLCC ((MMNNKK))

Business Overview

($ in millions)


Enterprise Value 4,733 EV/EBITDA 10.6x 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)



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. Note: Market data as of 4/28/2014.



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MMAARRRRIIOOTTTT VVAACCAATTIIOONNSS WWOORRLLDDWWIIDDEE CCOORRPP.. ((VVAACC))

Business Overview

($ in millions)


Enterprise Value 2,339 EV/EBITDA 12.1x LTM EBITDA Margin 15.9% 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. Note: Market data as of 4/28/2014.



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MMUURRPPHHYY UUSSAA,, IINNCC.. ((MMUUSSAA))

Business Overview

($ in millions)



Spun-off from Murphy Oil on September 3, 2013, Murphy USA’s business consists primarily of marketing of retail motor

fuel products and convenience merchandise through a large chain of 1,179 (as of June 30, 2013) retail stations operated by Murphy USA, almost all of which are in close proximity to Walmart stores. Retail stations are located in 23 states, primarily in the Southern and Midwestern United States. 1,018 are branded Murphy USA and 161 are

standalone Murphy Express locations (as of June 30, 2013). Retail stations under the brand name Murphy USA participate in the Walmart discount program that we offer at most locations. The Walmart discount program offers a cents-off per gallon purchased for fuel when using specific payment methods as decided by Murphy USA and Walmart. The amount of the discount offered can vary based on many factors, including state laws. Murphy Express branded

stations are not connected to the Walmart discount program but are similar to the Murphy USA sites in most other ways, including the types of fuel and merchandise offerings available to our customers.

The business also includes certain midstream assets, including product distribution terminals and pipeline positions.

The company’s stated goal as an independent publicly traded company is to be a low-price, high volume fuel retailer selling convenience merchandise through low cost kiosks with key strategic relationships and experienced management. At June 30, 2013, the company had $1.9 billion in assets, for the year ended December 31, 2012, the

company generated $19.7 billion in revenues and earned $84 million in net income.




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NNAAVVIIEENNTT ((NNAAVVII))

Business Overview

($ in millions)


Enterprise Value NA

Spun off from Sallie Mae on May 1st, 2014, Navient holds the largest portfolio of student loans issued under the FFELP.

Navient is also the largest holder of Private Education Loans. Navient services and collects on these loans for its own account, as well as for loans owned by ED, numerous financial institutions, banks, credit unions and non-profit

education lenders. Private Education Loans bear the full credit risk of the customer and any cosigner and are made primarily to bridge the gap between the cost of higher education and the amount funded through financial aid, federal loans or students’ and families’ resources.

Navient further provides servicing support for guaranty agencies, which serve as intermediaries between the U.S. federal government and FFELP lenders and are responsible for paying claims on defaulted FFELP Loans. The services provided include account maintenance, default aversion, post default collections and claim processing. In addition,

Navient provides loan servicing and collection services to ED. Navient also generates revenue through collection of delinquent debt on behalf of clients on a contingent basis. These collections activities are related to education loans and other asset classes.

Navient’ s goal is to maximize the cash flow generated by its education loan portfolio, including through the acquisition of additional education loans from third parties and the expansion of its loan servicing and collection businesses. The

vast majority of Navient’s income will be derived, directly or indirectly, from its portfolios of education loans and the servicing and collection activities that it provides for these loans. The FFELP Loans will amortize over the next 20 years, and the fee income earned from providing servicing and contingent collections services on such loans will similarly decline over time.





NNEEWW RREESSIIDDEENNTTIIAALL IINNVVEESSTTMMEENNTT CCOORRPP.. ((NNRRZZ))

Business Overview

($ in millions)


Enterprise Value 5,749 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 7,365 EV/EBITDA 9.0x LTM EBITDA Margin 7.4% 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. Note: Market data as of 4/28/2014.



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OONNEE GGAASS IINNCC ((OOGGSS))

Business Overview

($ in millions)



Spun off from ONEOK on February 3rd, 2014, the company is one of the largest natural gas utilities in the United

States. It is comprised of ONEOK’s former natural gas distribution business and is the successor to the company

founded in 1906 as Oklahoma Natural Gas Company. It is the largest natural gas distributor in Oklahoma and Kansas

and the third largest natural gas distributor in Texas, providing service as a regulated public utility to wholesale and

retail customers. The company serves residential, commercial, industrial, transportation and wholesale and public

authority customers in all three states. The largest natural gas distribution markets in terms of customers are

Oklahoma City and Tulsa, Oklahoma; Kansas City, Wichita and Topeka, Kansas; and Austin and El Paso, Texas. Three

divisions, Oklahoma Natural Gas, Kansas Gas Service and Texas Gas Service, distribute natural gas as public utilities to

approximately 87 percent, 69 percent and 14 percent of the natural gas distribution customers in Oklahoma, Kansas

and Texas, respectively.




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PPHHIILLLLIIPPSS 6666 ((PPSSXX))

Business Overview

($ in millions)


Enterprise Value 51,139 EV/EBITDA 6.6x LTM EBITDA Margin 2.3% 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 3,052 EV/EBITDA 9.9x LTM EBITDA Margin 18.8% 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. Note: Market data as of 4/28/2014.



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QQEEPP RREESSOOUURRCCEESS,, IINNCC.. ((QQEEPP))

Business Overview

($ in millions)



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. Note: Market data as of 4/28/2014.



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RROOUUSSEE PPRROOPPEERRTTIIEESS,, IINNCC.. ((RRSSEE))

Business Overview

($ in millions)

Market Cap. 959 2014E P/FFO 10.5x P/TBV 2.5x

Enterprise Value 2,400 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. Note: Market data as of 4/28/2014.



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SSCCIIEENNCCEE AAPPPPLLIICCAATTIIOONNSS IINNTTEERRNNAATTIIOONNAALL CCOORRPPOORRAATTIIOONN ((SSAAIICC))

Business Overview

($ in millions)


Enterprise Value 2,134 EV/EBITDA 10.8x LTM EBITDA Margin 6.2% Spun-off from Leidos (formerly known as SAI) on September 30th, 2013, SAIC is provides technical, engineering and

enterprise information technology services to the U.S. Government. The company delivers to the Department of Defense (DoD) and federal civilian agencies systems engineering and information technology offerings for large, complex government programs and offer a broad range of services with a targeted emphasis on higher-end,

differentiated technology services. Technical and engineering offerings include engineering and maintenance of ground and maritime systems, logistics, training and simulation, as well as operation and program support services. Enterprise IT offerings include end-to-end enterprise information technology solutions and services, which span the design, development, deployment, management and operations and security of customers’ entire IT infrastructure.

Customers include all four branches of the U.S. Military (Army, Air Force, Navy and Marines), the U.S. Defense Logistics

Agency (DLA), the National Aeronautics and Space Administration (NASA), the U.S. Department of State (DoS) and the U.S. Department of Homeland Security (DHS). The company serves customers through more than 1,500 active contracts and task orders.




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SSEEAARRSS HHOOMMEETTOOWWNN AANNDD OOUUTTLLEETT SSTTOORREESS,, IINNCC.. ((SSHHOOSS))

Business Overview

($ in millions)

Market Cap. 541 2014E P/E NA LTM Unlevered FCF Yield -10.2%

Enterprise Value 617 EV/EBITDA 8.6x LTM EBITDA Margin 3.0%

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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SSTTAARRWWOOOODD WWAAYYPPOOIINNTT RREESSIIDDEENNTTIIAALL TTRRUUSSTT ((SSWWAAYY))

Business Overview

($ in millions)

Market Cap. 1,061 2014E P/E NA P/TBV 1.1x

Enterprise Value 1,018 P/FFO NM

Spun off from Starwood Property Trust on February 3rd, 2014, the company is a Maryland real estate investment trust

formed in May 2012 primarily to acquire, renovate, lease and manage residential assets in select markets throughout the United States. The primary strategy is to acquire homes through a variety of channels, renovate these homes to the extent necessary and lease them to qualified residents. The company seeks to take advantage of continuing

dislocations in the housing market and the macroeconomic trends in favor of leasing homes by acquiring, owning, renovating and managing homes that will (1) generate substantial current rental revenue, which will grow over time, and (2) appreciate in value as the housing market continues to recover over the next several years. In addition to the direct acquisition of homes, the company purchases pools of distressed and non-performing residential mortgage loans

at significant discounts to their most recent broker price opinion (“BPO”), which the company may seek to (1) convert into homes through the foreclosure or other resolution process that can then either be contributed to our rental portfolio or sold or (2) modify and hold or resell at higher prices if circumstances warrant.

When pursuing home acquisitions, the company focus on markets that it believes to present the greatest opportunities for home price appreciation, that have strong rental demand and where property operating efficiencies can be attained as a result of geographic concentration of assets. A significant portion of the initial home portfolio is located in Florida,

Georgia and Texas, although there are acquisitions in other states as well, including Arizona, California, Colorado and Illinois. The company identifies and pursues individual home acquisition opportunities through a number of sources, including multiple listing services (“MLS”) listings, foreclosure auctions and short sales. In addition, it may opportunistically identify and pursue bulk portfolios of homes from banks, mortgage servicers, other single-family home

rental companies, government sponsored enterprises, private investors and other financial institutions.




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SSTTAARRZZ ((SSTTRRZZAA))

Business Overview

($ in millions)


Enterprise Value 4,477 EV/EBITDA 9.8x LTM EBITDA Margin 25.1% 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.




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SSUUNNCCOOKKEE EENNEERRGGYY IINNCC.. ((SSXXCC))

Business Overview

($ in millions)


Enterprise Value 2,209 EV/EBITDA 9.7x LTM EBITDA Margin 12.0% 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 2,815 EV/EBITDA 10.4x LTM EBITDA Margin 5.5% 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.



2013-14 Stock Price & Volume Chart ($AUD)

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TTRRIIPPAADDVVIISSOORR IINNCC.. ((TTRRIIPP))

Business Overview

($ in millions)


Enterprise Value 10,877 EV/EBITDA 22.7x LTM EBITDA Margin 32.9% 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 5,327 EV/EBITDA 13.6x LTM EBITDA Margin 10.8% 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. 4,262 2014E P/E NM LTM Unlevered FCF Yield -7.3%

Enterprise Value 6,180 EV/EBITDA 6.1x LTM EBITDA Margin 17.3% 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 7,457 EV/EBITDA 11.2x LTM EBITDA Margin 15.5% 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.




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ZZOOEETTIISS IINNCC.. ((ZZTTSS))

Business Overview

($ in millions)


Enterprise Value 18,309 EV/EBITDA 13.6x LTM EBITDA Margin 27.7% 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. Bank of America and PNC sold large portions of Blackrock (BLK) shares in a secondary offering.

9. Volkswagen acquired the operating business of Porsche

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)

Company

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Total Equity

Ownership

Holdings

Value / Market

Cap. (1)

Porsche 33,525 Volkswagen 122,214 51 62,329 186% 186%

Liberty Ventures (2) 4,126 TripAdvisor 10,992 22 2,418 59% 143%

Liberty Ventures (2) 4,126 Expedia, Inc 8,877 18 1,598 39% 143%

Liberty Ventures (2) 4,126 Time Warner Cable 39,270 2 785 19% 143%

Liberty Ventures (2) 4,126 Time Warner Inc. 57,529 1 575 14% 143%

Liberty Ventures (2) 4,126 Interval Leisure 1,486 29 431 10% 143%

George Weston Limited 9,452 Loblaw Companies Limited 17,213 63 10,820 114% 114%

Liberty Media 14,645 Sirius 18,524 53 9,818 67% 114%

Liberty Media 14,645 Charter Communications 15,151 27 4,091 28% 114%

Liberty Media 14,645 Live Nation 4,082 26 1,061 7% 114%

Cairn Energy plc 1,730 Cairn India Ltd 10,590 18 1,936 112% 112%

NL Industries 501 Kronos Worldwide 1,811 30 551 110% 110%

Power Corp. of Canada 13,775 Power Financial Corporation 22,290 66 14,662 106% 106%

Cogeco Inc. 868 Cogeco Cable Inc. 2,701 32 871 100% 100%

Telephone & Data Systems Inc. 2,870 United States Cellular Corporation 3,409 84 2,870 100% 100%

Pargesa Holding SA 7,613 Groupe Bruxelles Lambert 14,192 50 7,096 93% 93%

News Corp 9,922 BSkyB 23,200 40 9,222 93% 93%

Loews Corp 16,948 CNA Financial 10,730 90 9,654 57% 91%

Loews Corp 16,948 Diamond Offshore Drilling 7,277 50 3,668 22% 91%

Loews Corp 16,948 Boardwalk Pipeline Partners 3,938 52 2,032 12% 91%

ATCO Ltd. 5,774 Canadian Utilities Ltd. 9,723 53 5,170 90% 90%

Rentech, Inc. 468 Rentech Nitrogen Partners, L.P. 681 60 408 87% 87%

Grupo Mexico 23,178 Southern Copper Corp 24,723 81 20,017 86% 86%

Visteon Corp. 4,123 Halla Visteon Climate Control Corp. 4,611 70 3,227 78% 78%

Wynn Resorts Ltd. 19,607 Wynn Macau Ltd. 21,143 72 15,284 78% 78%

CVR Energy, Inc. 4,301 CVR Refining, LP 3,554 71 2,523 59% 78%

CVR Energy, Inc. 4,301 CVR Partners, LP 1,540 53 820 19% 78%

PostNL 1,922 TNTExpress 4,900 30 1,460 76% 76%

Inter Parfums Inc. 1,099 InterParfums SA 1,114 73 816 74% 74%

Maple Leaf Foods Inc. 2,374 Canada Bread Company Ltd. 1,675 90 1,507 63% 63%

EMC Corp. 51,354 VMware, Inc. 38,805 80 30,932 60% 60%

Harbinger Group Inc. 1,663 Fidelity & Guaranty Life 1,202 83 996 60% 60%

MGM Resorts Int'l. 11,294 MGM China Holdings Limited 13,233 51 6,749 60% 60%

Brookfield Asset Mgmt. Inc. 25,642 General Growth Properties Inc. 20,166 36 7,346 29% 56%

Brookfield Asset Mgmt. Inc. 25,642 Brookfield Renewable Energy Partners 7,669 34 2,638 10% 56%

Brookfield Asset Mgmt. Inc. 25,642 Brookfield Residential Properties Inc. 2,338 69 1,610 6% 56%

Anglo American plc 36,269 Anglo American Platinum Limited 12,496 80 9,955 27% 51%

Anglo American plc 36,269 Kumba Iron Ore Ltd. 11,616 70 8,099 22% 51%

Williams Companies, Inc. 28,582 Williams Partners L.P. 22,835 64 14,550 51% 51%

Valhi, Inc 2,601 Kronos Worldwide 1,811 50 905 35% 51%

Valhi, Inc 2,601 NL Industries 501 83 416 16% 51%

Cheniere Energy, Inc. 13,271 Cheniere Energy Partners LP. 11,303 57 6,447 49% 49%

Teekay Corp. 3,953 Teekay LNG Partners LP. 3,182 36 1,134 29% 49%

Teekay Corp. 3,953 Teekay Offshore Partners LP 2,935 27 784 20% 49%

The AES Corp. 10,388 AES Gener S.A. 4,242 71 2,998 29% 48%

The AES Corp. 10,388 AES Tietê S.A. 2,713 53 1,425 14% 48%

Volkswagen 122,214 Audi AG 37,539 100 37,370 31% 47%

Volkswagen 122,214 Man SE 18,901 75 14,181 12% 47%

Power Financial Corp. 22,290 IGM Financial Inc. 12,295 59 7,254 33% 42%

Power Financial Corp. 22,290 Pargesa Holding SA 7,613 28 2,117 9% 42% (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. Market data as of 4/28/14.



EEQQUUIITTYY IINNVVEESSTTMMEENNTTSS HHEELLDD BBYY PPAARREENNTT CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))


Company

Parent

Market


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)

Cascades, Inc. 549 Boralex Inc. 445 35 155 28% 42%

Cascades, Inc. 549 Reno de Medici SpA 151 48 73 13% 42%

Western Refining, Inc. 3,398 Northern Tier Energy LP 2,474 39 957 28% 41%

Western Refining, Inc. 3,398 Western Refining Logistics, LP 1,451 30 434 13% 41%

ONEOK Inc. 12,975 ONEOK Partners, L.P. 12,878 40 5,104 39% 39%

SunCoke Energy Inc. 1,457 Suncoke Energy Partners, L.P. 996 57 568 39% 39%

Fiera Capital Corp. 852 Fiera Capital Corporation 852 38 321 38% 38%

TETRA Technologies, Inc. 994 Compressco Partners, L.P. 435 82 356 36% 36%

White Mountains Insurance Group, Ltd. 3,582 OneBeacon Insurance Group, Ltd. 1,475 75 1,110 31% 35%

Whirlpool Corp. 12,002 Whirlpool S.A. 2,529 95 2,394 20% 34%

Whirlpool Corp. 12,002 Brasmotor S.A. 1,056 80 843 7% 34%

Spectra Energy Corp. 26,279 Spectra Energy Partners, LP 15,558 58 8,968 34% 34%

Onex Corp. 6,289 Allison Transmission Holdings, Inc. 5,385 35 1,866 30% 31%

Susser Holdings Corp. 1,683 Susser Petroleum Partners LP 988 50 496 29% 29%

Altria Group Inc. 79,319 SABMiller plc 86,764 27 23,366 29% 29%

SeaDrill Limited 16,268 North Atlantic Drilling Limited 2,119 74 1,567 10% 27%

SeaDrill Limited 16,268 Seadrill Partners LLC 2,239 64 1,436 9% 27%

SeaDrill Limited 16,268 SapuraKencana Petroleum Berhad 7,953 12 956 6% 27%

Groupe Bruxelles Lambert 14,192 Imerys SA 6,697 57 3,817 27% 27%

Yahoo! Inc. 34,426 Yahoo Japan Corporation 26,094 35 9,196 27% 27%

Delek US Holdings, Inc. 1,888 Delek Logistics Partners, LP 813 62 501 27% 27%

Kirin 12,774 Kyowa Hakko 6,217 53 3,280 26% 26%

Anadarko Petroleum Corp. 50,880 Western Gas Equity Partners, LP 10,496 91 9,549 19% 25%

Anadarko Petroleum Corp. 50,880 Western Gas Partners LP 8,002 42 3,393 7% 25%

PNC Financial Services (3) 44,301 Blackrock 50,488 22 11,118 25% 25%

HSBC Holdings plc 193,423 Hang Seng Bank Limited 31,142 62 19,352 10% 24%

British American Tobacco plc 109,732 Reynolds American Inc. 29,898 42 12,426 11% 24%

British American Tobacco plc 109,732 Companhia Souza Cruz SA 15,060 75 11,340 10% 24%

Twenty-First Century Fox, Inc. 71,917 British Sky Broadcasting Group plc 23,200 40 9,268 13% 23%

Twenty-First Century Fox, Inc. 71,917 Sky Deutschland AG 7,283 55 3,994 6% 23%

Twenty-First Century Fox, Inc. 71,917 REA Group Limited 5,733 62 3,531 5% 23%

Golar LNG Ltd. 3,490 Golar LNG Partners Limited Partnership 1,933 41 796 23% 23%

Exterran Holdings, Inc. 2,841 Exterran Partners, L.P. 1,622 40 644 23% 23%

Liberty Global plc 30,770 Telenet Group Holding NV 6,637 57 3,812 12% 22%

Liberty Global plc 30,770 Ziggo N.V. 8,629 29 2,459 8% 22%

Vivendi (4) 36,073 Itissalat Al-Maghrib (Maroc Telecom) 11,048 53 5,855 16% 22%

Vivendi (4) 36,073 Activision Blizzard 13,817 12 1,658 5% 22%

Interval Leisure Group, Inc. 1,486 Meridian Interstate Bancorp, Inc. 535 61 328 22% 22%

UGI Corp. 5,373 AmeriGas Partners LP 4,258 26 1,090 20% 20%

Genworth Financial Inc. 8,430 Genworth MI Canada Inc. 3,182 53 1,694 20% 20%

Sempra Energy 24,380 Infraestructura Energética Nova, S.A.B. 6,027 81 4,888 20% 20%

Philip Morris Int'l., Inc. 134,303 Hanjaya Mandala Sampoerna tbk PT 26,116 98 25,641 19% 20%

SemGroup Corp. 2,747 Rose Rock Midstream, L.P. 1,102 48 531 19% 19%

Dundee Corp. 791 Dundee Precious Metals Inc. 475 25 119 15% 19%

Targa Resources Corp. 4,523 Targa Resources Partners LP 6,683 12 798 18% 18%

Tesoro Corp. 7,313 Tesoro Logistics LP 3,439 35 1,208 17% 17%

Sears Holdings Corp. 4,630 Sears Canada Inc. 1,498 51 764 17% 17%

CF Industries Holdings, Inc. 12,929 Terra Nitrogen Company, L.P. 2,777 75 2,091 16% 16%

IAMGOLD Corp. 1,309 Euro Ressources SA 237 88 207 16% 16%

Morguard Corp. 1,510 Morguard North American Resi'l REIT 435 49 212 14% 14%

(1) Not tax-effected. Total may include other stakes not shown that are <5% of market cap. individually. (2) Not used this exhibit. (3) PNC economic ownership in BlackRock differs from % share of equity & earnings. (4) Vivendi in negotiations on sale of Maroc Telecom interest. Market data as of 4/28/14.



EEQQUUIITTYY IINNVVEESSTTMMEENNTTSS HHEELLDD BBYY PPAARREENNTT CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))


Company

Parent

Market


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)

Ingredion Incorporated 4,996 Rafhan Maize Products Co., Ltd. 981 70 689 14% 14%

DST Systems 3,843 State Street Corporation 27,350 2 528 14% 14%

Wal-Mart Stores Inc. 257,397 Wal-Mart de Mexico SAB De CV 43,539 70 30,521 12% 14%

Advantage Oil & Gas Ltd. 1,037 Longview Oil Corp. 289 45 130 13% 13%

Altius Minerals Corp. 411 Alderon Iron Ore Corp. 204 25 52 13% 13%

Kinder Morgan, Inc. 33,283 El Paso Pipeline Partners, L.P. 7,151 41 2,965 9% 12%

QEP Resources, Inc. 5,660 QEP Midstream Partners, LP 1,254 56 699 12% 12%

Nestle 243,434 Loreal 101,016 29 29,699 12% 12%

Pico Holdings 538 UCP 111 58 64 12% 12%

Kering 27,632 Puma 4,345 75 3,259 12% 12%

Freeport-McMoRan 35,192 Sociedad Minera Cerro Verde SAA 7,701 54 4,125 12% 12%

ING Groep 53,565 ING US 8,732 71 6,221 12% 12%

Canfor Corp. 3,215 Canfor Pulp Products Inc. 740 50 371 12% 12%

Potash Corp. 30,698 Chemical & Mining Co. of Chile Inc. 8,138 32 2,604 8% 11%

Safeway Inc. 7,868 Blackhawk Network Holdings, Inc. 1,228 72 888 11% 11%

CommonWealth REIT 3,046 Government Properties Income Trust 1,391 25 342 11% 11%

Vodafone Group plc 99,292 Vodacom Group Limited 17,081 65 11,122 11% 11%

Bio-Rad Laboratories, Inc. 3,508 Sartorius Aktiengesellschaft 2,290 16 377 11% 11%

Marathon Petroleum Corp. 27,212 MPLX LP 3,990 73 2,916 11% 11%

Avnet, Inc. 5,943 Delta Electronics Thailand Public Co. 2,240 28 620 10% 10%

San Miguel 4,427 Petron 2,540 18 461 10% 10%

SandRidge Energy, Inc. 3,287 SandRidge Permian Trust 647 28 184 6% 10%

SandRidge Energy, Inc. 3,287 Sandridge Mississippian Trust II 415 38 156 5% 10%

The Bank of Nova Scotia 72,718 CI Financial Corp 9,157 37 3,378 5% 10%

Empire Co. Limited 5,604 Crombie Real Estate Investment Trust 1,505 37 556 10% 10%

EQT Corp. 16,192 EQT Midstream Partners, LP 3,624 43 1,575 10% 10%

News Corp. 9,922 Sky Network Television 2,210 44 965 10% 10%

Cubist Pharmaceuticals Inc. 4,692 OBI Pharma, Inc. 1,116 40 445 9% 9%

Compuware Corp. 2,245 Covisint Corporation 259 80 208 9% 9%

Kimberly-Clark Corp. 41,910 Kimberly-Clark de México, SAB de CV 8,068 48 3,873 9% 9%

McKesson Corp. 38,535 Celesio AG 7,015 50 3,508 9% 9%

Archer Daniels Midland Co. 29,103 Wilmar International Limited 17,327 11 1,873 6% 9%

The Toronto-Dominion Bank 87,078 TD Ameritrade Holding Corporation 17,510 42 7,396 8% 8%

CBS 34,283 CBS Outdoor Americas 3,516 82 2,883 8% 8%

SABMiller plc 86,764 Union de Cervecerias Peruanas Backus 5,807 89 5,162 6% 8%

Emera Inc. 4,526 Algonquin Power & Utilities Corp. 1,491 24 364 8% 8%

Liberty Interactive Corp. 14,447 HSN, Inc. 3,060 38 1,158 8% 8%

WABCO Holdings Inc. 6,431 Wabco India Limited 687 75 515 8% 8%

Philiips 66 49,390 Phillips 66 Partners 4,056 74 3,002 6% 8%

Leucadia National 9,242 Fortescue Metals Group 14,418 5 721 8% 8%

Sprott Resource Corp. 232 Stonegate Agricom Ltd. 29 37 11 5% 8%

Enbridge Inc. 39,941 Enbridge Energy Partners LP 9,529 31 2,957 7% 7%

Enbridge Energy Partners, L.P. 9,529 Midcoast Energy Partners, L.P. 1,000 68 680 7% 7%

HollyFrontier Corp. 10,472 Holly Energy Partners L.P 1,931 38 737 7% 7%

Exxon Mobil Corp. 436,076 Imperial Oil Ltd. 40,768 70 28,375 7% 7%

WPX Energy, Inc. 4,262 Apco Oil & Gas International Inc. 407 69 280 7% 7%

Fifth Third Bancorp 17,542 Vantiv 4,119 28 1,153 7% 7%

Pfizer Inc. 204,509 Zoetis Inc. 15,222 80 12,208 6% 6%

Unilever plc 125,667 Hindustan Unilever Ltd. 20,184 37 7,423 6% 6%

NRG 10,725 NRG Yield 963 65 626 6% 6%

American Financial Group Inc. 5,129 National Interstate Corporation 551 52 289 6% 6%

E-L Financial Corp. Ltd. 2,651 Algoma Central Corp. 557 25 141 5% 5%

Valero Energy Corp. 30,881 Valero Energy Partners LP 2,346 70 1,643 5% 5%

Micron Technology Inc. 26,310 Inotera Memories Inc. 6,234 21 1,339 5% 5%

McGraw Hill Financial, Inc. 20,543 CRISIL Limited 1,514 68 1,025 5% 5%

Cummins Inc. 26,699 Cummins India Limited 2,532 51 1,291 5% 5%

(1) Not tax-effected. Total may include other stakes not shown that are <5% of market cap. individually. Market data as of 4/28/2014.



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 2014. 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. We don’t expect there to be many companies emerging from bankruptcy in the near-term. 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 2014 (in Order of Emergence Date)


Date of

Bankruptcy

Emergence

(Trade Date)

Current

Stock Price

($)

Market Cap.

($ millions)

Stock Price

Return Since

Emergence

2014E

P/E

2014E EV /

EBITDA

WR Grace GRA Materials 2/3/14 92.10 7,075 0% 20.2 10.0

American Airlines Group AAL Industrials 12/9/13 35.07 25,257 43% 6.9 5.7

PMI Group PMIR Financials 11/6/13 7.70 NA 6% NA NA

Eastman Kodak KODK Cons. Disc. 9/24/13 29.87 1,245 30% NA NA

WCI Communities WCIC Cons. Disc. 7/25/13 19.17 494 27% 21.3 12.0

Ambac AMBC Financials 5/1/13 30.18 1,358 51% 7.5 NA

William Lyon Homes WLH Cons. Disc. 1/25/13 26.10 810 77% NA 7.9

Tribune TRBAA Cons. Disc. 1/4/13 77.75 6,985 60% 21.0 9.4

Dynegy DYN Energy 10/3/12 28.45 2,851 47% 948.3 11.4

Reddy Ice RDDC Staples 7/23/12 5.21 122 -5% NA NA

Lee Enterprises LEE Cons. Disc. 1/30/12 4.02 215 183% 12.6 6.1

Delphi Automotive DLPH Cons. Disc. 11/17/11 66.84 20,336 219% 13.5 8.8

Capmark Financial CPMK Financials 10/14/11 4.78 478 142% NA NA

Tronox TROX Materials 2/14/11 24.50 2,781 8% NA 10.2

Fairpoint Communications FRP Cons. Disc. 1/25/11 13.64 361 -44% NA 6.6

Resolute Forest Products (f/k/a Abitibi) RFP Materials 12/20/10 17.84 1,686 -22% 21.8 6.8

Hawaiian Telcom Holdco HCOM Telecom. 12/14/10 26.62 279 48% 22.4 4.9

General Motors GM Cons. Disc. 11/18/10 34.48 55,168 2% 10.8 6.7

Chemtura CHMT Materials 11/10/10 22.30 2,152 44% 19.1 8.5

General Growth Properties Inc. GGP Financials 11/9/10 22.97 20,298 90% 17.5 19.6

Visteon VC Cons. Disc. 10/1/10 86.81 4,198 45% 26.8 6.4

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 40.14 3,818 397% 30.2 12.6

Cooper Standard Holdings CPS Cons. Disc. 5/27/10 67.75 1,130 96% 19.4 NA

Xerium XRM Industrials 5/25/10 13.50 208 -33% 17.5 NA

Spansion CODE Info. Tech. 5/18/10 17.83 1,050 -6% 13.0 6.6

LyondellBasell LYB Materials 4/30/10 92.50 49,384 455% 12.4 7.5

SemGroup SEMG Energy 3/12/10 63.88 2,716 132% 33.4 13.0

Accuride ACW Industrials 3/3/10 5.64 268 -58% NA 8.9

Dex One Corp. (formerly RH Donnelly) DXM Cons. Disc. 2/1/10 7.33 129 -93% NA NA

Vermillion, Inc. VRML Healthcare 1/27/10 3.21 115 -86% NA NA

Pilgrim's Pride Corporation PPC Staples 12/28/09 21.86 5,662 160% 12.9 7.1

CIT Group, Inc. CIT Financials 12/10/09 43.05 8,396 49% 10.9 18.8

Charter Communications Inc. CHTR Cons. Disc. 12/2/09 135.53 14,386 311% 130.3 9.0

Lear Corp. LEA Cons. Disc. 11/9/09 83.06 6,707 207% 11.0 5.5

Energy Partners Ltd. EPL Energy 9/21/09 39.14 1,530 475% 19.0 4.7

Spectrum Brands SPB Staples 9/2/09 76.83 4,050 284% 17.8 10.2

Primus Telecommunications Group Inc. PTGI Telecom. 7/13/09 3.93 56 317% 5.5 NM

Golden Minerals Company AUMN Materials 5/7/09 0.70 30 -22% NA NM

Pending Emerge Date

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

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

Piksel (f/k/a Kit Digital) (2) NA Info. Tech. 8/5/13 NA NA NA NA

Rotech Healthcare NA Healthcare 9/27/13 NA NA NA NA

(1) Common stock privately held by pre-petition secured lenders; (2) Trading pending. Note: 2014E P/E and EV/EBITDA based on consensus estimates. Market data as of 4/302014.



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.

Eastman

Kodak

General

Motors

Current Price per share 17.46 29.98 4.97 22.57 67.86 66.33 28.22 29.99 33.90Market Capitalization 1,548 1,348 500 2,308 1,147 20,613 2,974 1,266 56,082 Plus: Total Debt & NCI (2) 1,457 NA NA 1,052 818 3,620 2,009 972 55,418Less: Cash & ST Investments 322 NA NA 549 184 978 843 844 26,942Equals: Enterprise Value 2,683 NA NA 2,810 1,782 23,255 4,140 1,394 84,558

LTM Revenues 4,461 NA NA 2,231 3,091 16,715 1,466 2,347 155,951EV / LTM Revenues 0.6 NM NM 1.3 0.6 1.4 2.8 0.6 0.5

2014E Consensus EPS 0.82 4.00 NA 1.19 3.49 4.94 0.03 NA 3.11 2015E Consensus EPS 1.60 3.70 NA 1.57 NA 5.73 0.08 NA 4.79 P/ 2014E Consensus EPS 21.3 7.5 NA 19.0 19.4 13.4 NM NA 10.9 P/ 2015E Consensus EPS 10.9 8.1 NA 14.4 NA 11.6 NM NA 7.1

2014E EBITDA Est. (1) 412 NA NA 324 275 2,616 352 174 12,521 2015E EBITDA Est. (1) 484 NA NA 365 275 2,890 394 174 15,904 EV / 2013E EBITDA (1) 6.5 NA NA 8.7 6.5 8.9 11.8 8.0 6.8 EV / 2014E EBITDA (1) 5.5 NA NA 7.7 6.5 8.0 10.5 8.0 5.3 Price / Tangible Book Value 0.6 NM 1.3 3.4 3.0 11.6 1.4 3.9 1.7 Gross Debt / EBITDA (1) 1.5 NA NA 2.8 2.5 0.9 5.7 3.9 3.0




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 WR Grace

Current Price per share 82.48 90.95 64.74 40.09 17.64 77.00 24.42 86.23 92.26Market Capitalization 6,694 47,968 2,744 3,804 1,060 6,925 2,771 4,176 7,138 Plus: Total Debt & NCI (2) 1,338 6,533 775 1,861 502 4,135 2,709 1,939 1,570Less: Cash & ST Investments 919 4,450 79 169 312 641 1,478 1,677 965Equals: Enterprise Value 7,112 50,051 3,440 5,496 1,250 10,419 4,002 4,438 7,744

LTM Revenues 16,647 44,062 1,427 1,110 972 2,903 1,922 7,439 3,061EV / LTM Revenues 0.4 1.1 2.4 5.0 1.3 3.6 2.1 0.6 2.5

2014E Consensus EPS 7.55 7.44 1.91 1.44 1.37 3.71 (0.54) 3.24 4.56 2015E Consensus EPS 8.95 8.35 2.25 1.51 1.90 4.92 1.54 4.79 5.46 P/ 2014E Consensus EPS 10.9 12.2 33.9 27.8 12.9 20.8 NM 26.6 20.2 P/ 2015E Consensus EPS 9.2 10.9 28.8 26.5 9.3 15.7 15.9 18.0 16.9

2014E EBITDA Est. (1) 1,290 6,922 263 436 189 1,110 392 698 766 2015E EBITDA Est. (1) 1,404 7,387 301 469 230 1,035 635 811 850 EV / 2013E EBITDA (1) 5.5 7.2 13.1 12.6 6.6 9.4 10.2 6.4 10.1 EV / 2014E EBITDA (1) 5.1 6.8 11.4 11.7 5.4 10.1 6.3 5.5 9.1 Price / Tangible Book Value 2.8 4.4 3.4 NM 6.1 NM 1.4 2.8 NMGross Debt / EBITDA (1) 0.8 0.8 2.3 3.2 2.7 3.6 6.2 1.0 1.6




PPOOSSTT--BBAANNKKRRUUPPTTCCYY EEQQUUIITTYY:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS

AABBIITTIIBBIIBBOOWWAATTEERR IINNCC.. NN//KK//AA RREESSOOLLUUTTEE FFOORREESSTT PPRROODDUUCCTTSS ((RRFFPP))

Business Overview

($ in millions)


Enterprise Value 2,792 EV/EBITDA 6.8x LTM EBITDA Margin 7.4% 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))

AAMMBBAACC FFIINNAANNCCIIAALL GGRROOUUPP,, IINNCC.. ((AAMMBBCC))

Business Overview

($ in millions)

Market Cap. 1,312 2014E P/E 7.3x P/TBV NM

Enterprise Value 18,065 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. Note: Market data as of 4/28/2014.



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CCAAPPMMAARRKK FFIINNAANNCCIIAALL GGRROOUUPP IINNCC.. ((CCPPMMKK))

Business Overview

($ in millions)

Market Cap. 497 2014E P/E NA P/TBV 1.3x

Enterprise Value 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.




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CCHHEEMMTTUURRAA CCOORRPPOORRAATTIIOONN ((CCHHMMTT))

Business Overview

($ in millions)


Enterprise Value 2,629 EV/EBITDA 8.1x LTM EBITDA Margin 10.8% Chemtura Corporation sells specialty chemical solutions and consumer products worldwide. Business segments include:

Industrial Performance products segment 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 produces seed treatments, fungicides, miticides, insecticides, growth regulants, and herbicides. In April 2014, Chemtura announced the sale of this segment with the sale

expected to close in fall 2014.

Industrial Engineered Products segment 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 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.. ((CCPPSS))

Business Overview

($ in millions)


Enterprise Value 1,782 EV/EBITDA 6.5x LTM EBITDA Margin 8.9% 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 22,629 EV/EBITDA 8.7x LTM EBITDA Margin 14.6% 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)


Enterprise Value 3,975 EV/EBITDA 11.3x LTM EBITDA Margin 11.4% 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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EEAASSTTMMAANN KKOODDAAKK CCOO.. ((KKOODDKK))

Business Overview

($ in millions)

Market Cap. 1,252 2014E P/E NA LTM Unlevered FCF Yield NM

Enterprise Value 1,380 EV/EBITDA 7.9x LTM EBITDA Margin 7.4% Kodak offers high-quality, cost-effective products and services to the commercial imaging industry. Kodak’s portfolio of

products and services meets two distinct needs for its customers: transforming large printing markets with digital offset, digital print and hybrid solutions; and developing new solutions for high-growth markets. Kodak operates the

Commercial Imaging portfolio as two business segments: Graphics, Entertainment and Commercial Films Segment: The Graphics, Entertainment and Commercial Films Segment consists of the product/service groups, Graphics and Entertainment & Commercial Films as well as Kodak’s intellectual property and brand licensing activities.

Digital Printing and Enterprise Segment: The Digital Printing and Enterprise Segment consists of four product/service groups, Digital Printing, Packaging and Functional Printing, Enterprise Services & Solutions, and Consumer Inkjet

Systems. Digital Printing includes both the Inkjet Printing Solutions and Electrophotographic Printing Solutions product offerings.




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FFAAIIRRPPOOIINNTT CCOOMMMMUUNNIICCAATTIIOONNSS,, IINNCC.. ((FFRRPP))

Business Overview

($ in millions)

Market Cap. 360 2014E P/E NM LTM Unlevered FCF Yield 7.6%


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 35,791 P/FFO 17.5x 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. Note: Market data as of 4/28/2014.



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GGEENNEERRAALL MMOOTTOORRSS CCOOMMPPAANNYY ((GGMM))

Business Overview

($ in millions)


Enterprise Value 82,617 EV/EBITDA 6.6x LTM EBITDA Margin 7.0% 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. Note: Market data as of 4/28/2014.



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LLEEAARR CCOORRPP.. ((LLEEAA))

Business Overview

($ in millions)


Enterprise Value 7,125 EV/EBITDA 5.5x LTM EBITDA Margin 7.1% 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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LLYYOONNDDEELLLLBBAASSEELLLL IINNDDUUSSTTRRIIEESS NN..VV.. ((LLYYBB))

Business Overview

($ in millions)


Enterprise Value 51,353 EV/EBITDA 7.4x LTM EBITDA Margin 13.7% 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)



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 5,467 EV/EBITDA 12.5x LTM EBITDA Margin 37.9% 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 1,243 EV/EBITDA 6.6x LTM EBITDA Margin 7.1% 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 10,717 EV/EBITDA 9.7x LTM EBITDA Margin 19.0% 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. 2,775 2014E P/E NM LTM Unlevered FCF Yield 6.3%

Enterprise Value 4,006 EV/EBITDA 10.2x LTM EBITDA Margin 15.8% 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 4,386 EV/EBITDA 6.3x LTM EBITDA Margin 7.8% 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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WWCCII CCOOMMMMUUNNIITTIIEESS ((WWCCIICC))

Business Overview

($ in millions)

Market Cap. 497 2014E P/E 21.3x P/TBV 1.2

Enterprise Value 495 EV/EBITDA 12.1x LTM EBITDA Margin 8.8% WCI Communities, Inc. engages in homebuilding activities in Florida, the United States. The company operates in three

segments: Homebuilding, Real Estate Services, and Amenities. The Homebuilding segment designs, builds, and sells single and multi-family homes for move-up, second-home, and active adult buyers. The Real Estate Services segment provides real estate brokerage, and title insurance and closing services to individuals, real estate companies, and

money lenders. The Amenities segment constructs, owns, and manages recreational amenities comprising championship golf courses with clubhouses, fitness, spa, tennis and recreational facilities, walking trails, resort style pools, marinas, movie theaters, town centers, and various of restaurants in residential communities. The company was

founded in 1946 and is headquartered in Bonita Springs, Florida.




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WWRR GGRRAACCEE ((GGRRAA))

Business Overview

($ in millions)



W. R. Grace & Co. is engaged in the production and sale of specialty chemicals and specialty materials on a global basis through three operating segments: Grace Catalysts Technologies, which includes catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications; Grace Materials Technologies, which includes packaging technologies and engineered materials used in consumer, industrial, and pharmaceutical applications; and Grace Construction Products, which includes specialty construction chemicals and specialty building materials used in commercial, infrastructure and residential construction.




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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

Date

Market

Cap. Industry

NOLs & Tax

Credits Tax

Asset (1)

NOLs & Tax

Credits (1)

/

Market Cap.

2014E

P/E

Ambac AMBC 5/1/2013 1,376 Insurance 2,177 158% 7.6x

Capmark Financial CPMK 10/14/2011 497 Diversified Financial Services 762 153% NA

Eastman Kodak KODK 9/24/2013 1,249 Technology Hardware, Storage and Peripherals874 70% NA

Resolute Forest Products RFP 12/20/2010 1,697 Materials 1,185 70% 17.6x

General Motors GM 11/18/2010 54,799 Automobiles and Components 26,521 48% 11.0x

Visteon VC 10/1/2010 4,293 Automobiles and Components 1,508 35% 26.5x

Spansion Inc. CODE 5/18/2010 1,089 Semiconductors 323 30% 13.3x

CIT Group Inc. CIT 12/10/2009 9,126 Banks 2,695 30% 11.9x

Chemtura CHMT 11/10/2010 2,195 Materials 515 23% 19.2x

WCI Communitieis WCIC 9/3/2009 500 Household Durables 116 23% 21.4x

Tronox TROX 2/4/2011 2,881 Chemicals 659 23% NA

Lear Corp. LEA 11/9/2009 6,859 Automobiles and Components 1,128 16% 11.3x

American Airlines Group AAL 12/9/2013 26,835 Airlines 4,025 15% 7.8x

Six Flags SIX 6/21/2010 3,783 Consumer Services 445 12% 27.6x

(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. Note: 2014E P/E based on consensus EPS; Market data as of 4/24/14.



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 sorted by sector. The last column compares the current stock price to the IPO price. As an example, as of April 22, 2014 Tilly’s was trading at 75% of its IPO price. 2012-2014 YTD “Busted” IPOs: Sorted by Sector ($ in millions) [sorted by sector]

IPO Date Company Ticker

Current

Market

Cap. Sector

2014E First

Call

Consensus

PE

Price /

Tangible BV IPO Price

Current

Stock Price

Current

Stock price

/ IPO price

10/08/2013 SFX Entertainment Inc. SFXE 655 Consumer Discretionary 246.3 NM 13.00 7.39 57%

05/03/2012 Tilly's, Inc. TLYS 327 Consumer Discretionary 17.7 2.3 15.50 11.66 75%

01/30/2013 TRI Pointe Homes, Inc. TPH 518 Consumer Discretionary 17.4 1.6 17.00 16.38 96%

04/16/2013 Fairway Group Holdings Corp. FWM 319 Consumer Staples NA NM 13.00 7.40 57%

02/07/2012 Roundy's, Inc. RNDY 321 Consumer Staples 19.2 NM 8.50 6.71 79%

06/12/2013 Coty Inc. COTY 6,019 Consumer Staples 20.6 NM 17.50 15.65 89%

04/17/2012 Sandridge Mississippian Trust II SDR 412 Energy 3.5 1.0 21.00 8.28 39%

04/19/2012 Midstates Petroleum Company, Inc. MPO 409 Energy 52.6 1.1 13.00 5.79 45%

05/02/2012 Pacific Coast Oil Trust ROYT 502 Energy 9.4 2.0 20.00 13.01 65%

10/11/2012 Linn Co, LLC LNCO 3,598 Energy 10.7 1.3 36.50 28.00 77%

11/01/2012 Southcross Energy Partners, L.P. SXE 574 Energy 63.2 1.6 20.00 17.06 85%

07/25/2013 Marlin Midstream Partners, LP FISH 325 Energy 17.2 2.0 20.00 18.24 91%

01/16/2014 EP Energy Corporation EPE 4,569 Energy 20.3 1.3 20.00 18.67 93%

01/16/2013 CVR Refining, LP CVRR 3,565 Energy 6.8 2.3 25.00 24.15 97%

04/25/2012 Ares Commercial Real Estate Corp. ACRE 368 Financials 12.6 0.9 18.50 12.93 70%

05/09/2012 Western Asset Mortgage Capital Corp. WMC 591 Financials 5.5 1.0 20.00 14.60 73%

10/09/2013 Stonegate Mortgage Corp. SGM 352 Financials 6.9 1.2 16.00 13.66 85%

11/07/2013 NMI Holdings, Inc. NMIH 663 Financials NA 1.4 13.00 11.42 88%

05/08/2013 PennyMac Financial Services, Inc. PFSI 340 Financials 8.7 2.0 18.00 16.28 90%

01/22/2014 Santander Consumer USA Holdings Inc. SC 8,041 Financials 10.8 3.1 24.00 23.06 96%

04/09/2014 Ally Financial Inc. ALLY 11,575 Financials NA 0.9 25.00 24.04 96%

02/08/2012 ChemoCentryx, Inc. CCXI 258 Healthcare NA 1.8 10.00 5.98 60%

03/28/2012 Merrimack Pharmaceuticals, Inc. MACK 525 Healthcare NA NM 7.00 5.08 73%

01/26/2012 Verastem, Inc. VSTM 244 Healthcare NA 2.0 13.00 9.46 73%

02/03/2012 Cempra, Inc. CEMP 346 Healthcare NA 4.9 13.00 10.41 80%

02/13/2014 Inogen, Inc. INGN 271 Healthcare 65.0 NM 16.00 14.94 93%

04/09/2014 Adamas Pharmaceuticals, Inc. ADMS 250 Healthcare NA 2.5 16.00 15.25 95%

03/27/2012 Vocera Communications, Inc. VCRA 393 Healthcare NA 3.3 16.00 15.62 98%

05/22/2013 Ply Gem Holdings, Inc PGEM 898 Industrials 147.2 NM 21.00 13.25 63%

08/09/2012 Performant Financial Corp. PFMT 410 Industrials 21.2 NM 9.00 8.46 94%

11/12/2013 Chegg, Inc. CHGG 436 Information Technology NA 2.0 12.50 5.27 42%

09/26/2013 Violin Memory, Inc. VMEM 337 Information Technology NA 3.2 9.00 3.96 44%

08/07/2012 Peregrine Semiconductor Corp. PSMI 204 Information Technology NA 1.6 14.00 6.17 44%

03/28/2012 Millennial Media Inc. MM 710 Information Technology NA 5.0 13.00 6.66 51%

03/20/2013 Model N, Inc. MODN 237 Information Technology NA 2.5 15.50 9.76 63%

09/26/2013 Covisint Corp. COVS 256 Information Technology NA 4.6 10.00 6.84 68%

03/21/2013 Marin Software Incorporated MRIN 324 Information Technology NA 2.8 14.00 9.69 69%

05/09/2012 Audience, Inc. ADNC 278 Information Technology NA 1.7 17.00 12.49 73%

11/15/2012 Ruckus Wireless, Inc. RKUS 899 Information Technology 50.3 4.8 15.00 11.06 74%

01/23/2014 Care.com, Inc. CRCM 423 Information Technology NA NM 17.00 13.65 80%

06/11/2013 Gigamon Inc. GIMO 494 Information Technology 48.5 3.9 19.00 15.52 82%

03/12/2013 Silver Spring Networks, Inc. SSNI 770 Information Technology 159.8 NM 17.00 15.98 94%

03/20/2014 A10 Networks, Inc. ATEN 841 Information Technology NA NM 15.00 14.25 95%

05/03/2012 PetroLogistics LP PDH 1,782 Materials 9.7 5.7 17.00 12.80 75%

08/01/2013 Marrone Bio Innovations, Inc. MBII 232 Materials NA 5.5 12.00 11.82 99%

Note: Sorted by Sector. Note: Includes 2012-14 IPOs. Market cap. > $250 million currently trading <100% of IPO price. Market cap. and stock price as of 4/22/2014.



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 22001111 && PPEENNDDIINNGG

2011 to Date and Announced Thrift Conversions ($ in millions, except per share)

Announced Conversions

Announce


Offering

Price,

Unsplit

Blue Hills Bancorp 3/6/2014 Standard 10.00Meridian Interstate Bancorp 3/5/2014 Second Stage 10.00Investors Bancorp 12/17/2013 Second Stage 10.00First Northwest Bank 5/22/2012 Standard 10.00Macon Financial Corp. 5/18/2011 Standard 10.00

Company Ticker

Current

Stock

Price

Dividend

Yield

Market

Cap.

Offering

Completion


Offering

Price,

Unsplit

% Stock

Price

Change

since

Offering

Current Price /

Tangible Book

Value (1)

Home Bancorp. Wisconsin HWIS 9.45 0.0% 8 4/24/2014 Standard 10.00 -6% NASugar Creek Financial Corp. SUGRD 9.60 1.0% 9 4/9/2014 Second Stage 7.00 37% 0.9 Clifton Bancorp CSBK 11.61 2.1% 309 4/2/2014 Second Stage 10.00 16% 1.6 Waterstone Financial WSBF 10.30 1.9% 354 1/23/2014 Second Stage 10.00 3% 1.7 Edgewater Bancorp. EGDW 10.50 0.0% 7 1/17/2014 Standard 10.00 5% 0.8 Coastway Bancorp. CWAY 10.25 0.0% 51 1/15/2014 Standard 10.00 2% 1.8 Delanco Bancorp DLNO 8.00 0.0% 8 10/18/2013 Second Stage 8.00 0% 0.5 Prudential Bancorp. Of Penn. PBIP 10.80 0.0% 103 10/10/2013 Second Stage 10.00 8% 0.8 AJS Bancorp. AJSB 12.00 1.7% 28 10/10/2013 Second Stage 10.00 20% 0.8 Quarry City Savings & Loan QRRY 10.35 0.0% 4 7/26/2013 Standard 10.00 3% 0.5 Sunnyside Bancorp, Inc. SNNY 9.75 0.0% 8 7/16/2013 Standard 10.00 -3% 0.6 Westbury Bancorp, Inc. WBB 14.27 0.0% 73 4/10/2013 Standard 10.00 43% 0.8 Charter Financial Corporation CHFN 11.02 1.8% 248 4/9/2013 Second Stage 10.00 10% 0.9 Northfield Bancorp, Inc. NFBK 12.89 1.9% 699 1/25/2013 Second Stage 10.00 29% 1.1 United Community Bancorp UCBA 11.33 2.1% 58 1/10/2013 Second Stage 8.00 42% 0.8 Meetinghouse Bancorp. MTGB 12.00 0.0% 8 11/20/2012 Standard 10.00 20% 0.8 Polonia Bancorp. PBCP 9.75 0.0% 34 11/13/2012 Second Stage 8.00 22% 0.8 Malvern Federal Bancorp MLVF 10.31 0.0% 68 10/12/2012 Second Stage 10.00 3% 0.9 Hamilton Bancorp, Inc. HBK 14.21 0.0% 50 10/10/2012 Standard 10.00 42% 0.9 LaPorte Bancorp, Inc. (MHC) LPSB 11.00 1.5% 64 10/5/2012 Second Stage 8.00 38% 0.9 Madison County Financial MCBK 18.22 1.3% 56 10/4/2012 Standard 10.00 82% 0.9 Sound Financial Bancorp, Inc. SFBC 17.28 1.2% 43 8/23/2012 Second Stage 10.00 73% 0.9 Georgetown Bancorp, Inc. GTWN 15.00 1.1% 28 7/12/2012 Second Stage 10.00 50% 0.9 HomeTrust Bancshares, Inc. HTWC 15.47 0.0% 303 7/11/2012 Standard 10.00 55% 0.4 FS Bancorp, Inc. FSBW 16.40 1.2% 53 7/10/2012 Standard 10.00 64% 0.9 Wellesley Bancorp, Inc. WEBK 18.62 0.0% 46 1/26/2012 Standard 10.00 86% 1.0 Cheviot Financial Corp. CHEV 10.75 3.3% 73 1/18/2012 Second Stage 8.00 34% 0.9 West End Indiana Bancshares, Inc. WEIN 17.50 1.4% 24 1/11/2012 Standard 10.00 75% 0.8 ASB Bancorp, Inc. ASBB 17.80 0.0% 88 10/12/2011 Standard 10.00 78% 0.9 BSB Bancorp, Inc. (Maryland) BLMT 17.39 0.0% 158 10/5/2011 Standard 10.00 74% NAPoage Bankshares, Inc PBSK 14.41 1.4% 56 9/13/2011 Standard 10.00 44% 0.8 IF Bancorp, Inc. IROQ 16.00 0.6% 71 7/8/2011 Standard 10.00 60% 0.9 State Investors Bancorp, Inc. SIBC 16.00 0.0% 37 7/7/2011 Standard 10.00 60% 0.9 First Connecticut Bancorp, Inc. FBNK 15.67 0.8% 254 6/30/2011 Standard 10.00 57% 1.1 Naugatuck Valley Financial Corp. NVSL 7.73 0.0% 54 6/30/2011 Second Stage 8.00 -3% 0.9 Franklin Financial Corporation FRNK 19.94 0.0% 241 4/28/2011 Standard 10.00 99% 1.0 Rockville Financial, Inc. RCKB 13.19 3.0% 343 3/4/2011 Second Stage 10.00 32% 1.1 Wolverine Bancorp, Inc. WBKC 21.48 0.0% 49 1/20/2011 Standard 10.00 115% 0.8 Alliance Bancorp, Inc. of Pennsylvania ALLB 15.48 1.3% 67 1/18/2011 Second Stage 10.00 55% 1.0 Oconee Federal Financial Corp. (MHC) OFED 17.75 2.3% 104 1/14/2011 Mutual Holding Co. 10.00 78% 1.4 SI Financial Group, Inc. SIFI 11.70 1.0% 150 1/13/2011 Second Stage 8.00 46% 1.1 Minden Bancorp, Inc. MDNB 17.00 2.2% 40 1/5/2011 Second Stage 10.00 70% 1.0




BBAANNKK TTHHRRIIFFTT CCOONNVVEERRSSIIOONNSS 22000088--22001100

2008 to 2010 Thrift Conversions ($ in millions, except per share)

Company Ticker

Current

Stock

Price

Dividend

Yield

Market

Cap.

Offering

Completion


Offering

Price,

Unsplit

% Stock

Price

Change

since

Offering

Current Price /

Tangible Book

Value (1)

Capitol Federal Financial, Inc. CFFN 12.08 2.5% 1,729 12/22/2010 Second Stage 10.00 21% 1.1 Home Federal Bancorpof Louisiana HFBL 18.35 1.3% 41 12/22/2010 Second Stage 10.00 84% 1.0 Heritage Financial Group, Inc. HBOS 19.44 1.4% 153 11/30/2010 Second Stage 10.00 94% 1.2 Simplicity Bancorp SMPL 17.17 1.9% 130 11/19/2010 Second Stage 10.00 72% 1.0 Standard Financial Corp. STND 18.70 1.0% 55 10/7/2010 Standard 10.00 87% 0.9 FedFirst Financial Corporation FFCO 21.95 1.1% 51 9/21/2010 Second Stage 10.00 120% 1.0 Jacksonville Bancorp, Inc. JXSB 22.95 1.4% 42 7/15/2010 Second Stage 10.00 130% 1.1 Colonial Financial Services, Inc. COBK 11.74 0.0% 45 7/13/2010 Second Stage 10.00 17% 0.8 ViewPoint Financial Group, Inc. VPFG 26.21 1.8% 1,047 7/7/2010 Second Stage 10.00 162% 2.0 Peoples Federal Bancshares, Inc. PEOP 18.06 1.1% 116 7/7/2010 Standard 10.00 81% 1.1 Oneida Financial Corp. ONFC 12.30 3.9% 86 7/7/2010 Second Stage 8.00 54% 1.3 Fox Chase Bancorp, Inc. FXCB 16.50 2.4% 200 6/29/2010 Second Stage 10.00 65% 1.2 Oritani Financial Corp. ORIT 15.05 4.7% 688 6/24/2010 Second Stage 10.00 51% 1.3 Eagle Bancorp Montana, Inc. EBMT 10.97 2.6% 43 4/5/2010 Second Stage 10.00 10% 1.0 OBA Financial Services, Inc. OBAF 21.79 0.0% 88 1/22/2010 Standard 10.00 118% 1.2 OmniAmerican Bancorp, Inc. OABC 22.93 0.9% 265 1/21/2010 Standard 10.00 129% 1.3 Athens Bancshares Corporation AFCB 20.46 1.0% 37 1/7/2010 Standard 10.00 105% 0.9 Ocean Shore Holding Co. OSHC 14.88 1.6% 101 12/21/2009 Second Stage 8.00 86% NANorthwest Bancshares, Inc. NWBI 14.34 3.6% 1,355 12/18/2009 Second Stage 10.00 43% 1.4 Cullman Bancorp, Inc. (MHC) CULL 17.00 1.9% 44 10/9/2009 Mutual Holding Co. 10.00 70% 1.1 Territorial Bancorp Inc. TBNK 20.66 2.7% 204 7/13/2009 Standard 10.00 107% 1.0 First Savings Financial Group, Inc. FSFG 23.60 1.9% 52 10/7/2008 Standard 10.00 136% 0.9 Home Bancorp, Inc. HBCP 20.03 0.0% 142 10/3/2008 Standard 10.00 100% 0.9 Malvern Federal Bancorp, Inc. (MHC) MLVF 10.31 0.0% 68 5/20/2008 Mutual Holding Co. 10.00 3% 0.9 William Penn Bancorp, Inc. (MHC) WMPN 18.00 1.4% 66 4/16/2008 Mutual Holding Co. 10.00 80% 1.1 Cape Bancorp, Inc. CBNJ 10.67 2.2% 127 2/1/2008 Standard 10.00 7% 0.9 Meridian Interstate Bancorp (MHC) EBSB 24.84 0.0% 552 1/23/2008 Mutual Holding Co. 10.00 148% 2.3




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 or Feb. 7, 2014 report 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

0%

2%

4%

6%

8%

10%

12%

AllInitiations

1%+Initiations

1%+ Init &5%+ FCF

DividendGrowth

30%+ Q/QGrowth

30%+ Q/Q& 5%+ FCF

DividendCuts

Dividend Strategies: 1-yr Relative Returns

Initiations Growth

Source: Wolfe Research Portfolio Strategy; Company filings; Bloomberg; Standard & Poor’s; FactSet.


DDIIVVIIDDEENNDD SSTTRRAATTEEGGYY RREELLAATTIIVVEE SSHHAARREE PPRRIICCEE RREETTUURRNNSS

On this page, we present key corporate action dividend themes’ 2014 YTD relative returns. These dividend strategies have all historically produced alpha. On subsequent pages, we provide lists of companies meeting these criteria. 2014 YTD Relative Performance of Dividend Initiating Companies with Minimum 1% Yield

-10%

-8%

-6%

-4%

-2%

0%

2%

4%

6%

8%

10%

Jan-1 Jan-20 Feb-8 Feb-27 Mar-18 Apr-6 Apr-25

Alp

ha

Div Initiations (1%+ Initial Yield; Below Sector P/E)

YTD Relative Return: 0.3%

YTD Total Return: 1.5%

Apr. Relative Return: -2.1%

Apr. Total Return: -2.2%

Note: Composite portfolio consists of 2013 dividend initiating companies with an initial yield of 1.0%+ and below sector median P/E multiple (32 cos.), measured against a sector relative S&P 1500 benchmark. Market data through 4/29/2014.

Source: Wolfe Research Macro Research; Company filings; Bloomberg; Standard & Poor’s; FactSet.

2014 YTD Relative Performance of Dividend Growth Companies (30%+) with Attractive Valuations

-10%

-8%

-6%

-4%

-2%

0%

2%

4%

6%

8%

10%


Alp

ha

Dividend Growth (Below Sector P/E or High FCF)

YTD Relative Return: -1.6%

YTD Total Return: -0.5%



Note: Composite portfolio consists of companies with 5%+ FCF yields or below sector P/E multiples as of 12/31/2013 that were also large dividend increasers in 2013 (92 cos.), measured against a sector relative S&P 1500. Market data through 4/29/2014.



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]

SIM* EARNINGS SENTIMENT VALUATION

QUALITY


Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Short

Interest /

Float %

2014E

P/E

LTM FCF

Yield

RUTH Ruth's Hospitality Group Inc. Cons. Disc. 432 23% 1 79 1.6% 16.2x 7.6%

GME GameStop Corp. Cons. Disc. 4,747 32% 1 86 28.8% 11.2x 15.2%

UTI Universal Technical Institute, Inc. Cons. Disc. 304 9% 1 100 3.2% 82.1x 11.6%

DAN Dana Holding Corp Cons. Disc. 3,507 33% 1 96 4.5% 11.6x 10.2%

HBI Hanesbrands Inc. Cons. Disc. 7,385 59% 1 64 3.3% 15.7x 6.9%

CST CST Brands, Inc. Cons. Disc. 2,270 NA 1 79 10.4% 15.2x 8.8%

MUSA Murphy USA Inc. Cons. Disc. 1,886 NA 1 75 8.1% 16.7x 9.3%

LVS Las Vegas Sands Corp. Cons. Disc. 60,666 36% 2 97 1.9% 19.5x 5.4%

CPLA Capella Education Co. Cons. Disc. 690 91% 2 85 8.6% 19.0x 9.2%

ALSN Allison Transmission Holdings Cons. Disc. 5,237 24% 2 94 1.0% 25.2x 6.0%

IILG Interval Leisure Group, Inc. Cons. Disc. 1,519 29% 2 14 4.6% 18.5x 5.5%

DLPH Delphi Automotive PLC Cons. Disc. 20,106 48% 2 56 0.7% 13.4x 5.4%

GM General Motors Company Cons. Disc. 51,954 11% 3 29 2.5% 9.1x 4.7%

GT The Goodyear Tire & Rubber Co. Cons. Disc. 6,337 105% 3 68 8.3% 8.7x 0.2%

EVC Entravision Communications Corp Cons. Disc. 520 75% 4 22 2.9% 11.5x 4.7%

LGF Lions Gate Entertainment Corp. Cons. Disc. 3,536 11% 4 9 12.8% 15.8x 5.1%

GNC GNC Holdings Inc. Cons. Disc. 3,998 3% 4 26 3.4% 13.6x 4.3%

SCVL Shoe Carnival Inc. Cons. Disc. 459 7% 4 26 2.6% 15.1x 1.9%

NXST Nexstar Broadcasting Group, Inc. Cons. Disc. 1,201 82% 5 11 21.9% 14.7x 2.3%

RNDY Roundy's, Inc. Cons. Staples 319 1% 1 64 7.4% 19.1x 7.2%

ENR Energizer Holdings Inc. Cons. Staples 6,070 1% 2 94 6.1% 13.7x 9.6%

SPB Spectrum Brands Holdings, Inc. Cons. Staples 4,019 34% 3 73 3.8% 17.7x 6.0%

PF Pinnacle Foods Inc. Cons. Staples 3,488 31% 4 42 1.3% 17.1x 4.5%

CVI CVR Energy, Inc. Energy 3,900 9% 1 64 15.5% 11.5x 4.9%

GPRE Green Plains Renewable Energy Energy 1,023 132% 1 62 19.7% 11.3x 7.4%

SPN Superior Energy Services, Inc. Energy 4,879 22% 1 81 3.3% 18.9x 5.6%

PSX Phillips 66 Energy 45,841 31% 1 78 1.2% 10.9x 9.4%

DNR Denbury Resources Inc. Energy 5,741 -7% 1 88 7.5% 14.6x 2.8%

RDC Rowan Companies plc Energy 3,833 -7% 3 75 3.4% 12.1x 1.3%

GLF Gulfmark Offshore, Inc. Energy 1,156 14% 4 52 4.2% 10.7x -7.5%

CNO CNO Financial Group, Inc. Financials 3,681 48% 2 NA 2.2% 13.3x NM

NDAQ The Nasdaq OMX Group, Inc. Financials 5,856 20% 2 NA 4.3% 11.5x NM

CIT CIT Group Inc. Financials 9,116 9% 2 NA 1.2% 12.0x NM

HMST HomeStreet, Inc. Financials 280 -13% 2 NA 2.2% 9.0x NM

VOYA Voya Financial, Inc. Financials 8,798 NA 3 NA 1.8% 12.0x NM

RESI Altisource Residential Corp Financials 1,588 47% 4 NA 10.5% 7.4x NM

RSE Rouse Properties, Inc. Financials 959 -6% 4 NA 8.4% 10.5x NM

HLS HEALTHSOUTH Corp. Healthcare 3,039 31% 1 57 4.9% 18.0x 7.2%

ABBV AbbVie Inc. Healthcare 74,743 13% 1 97 0.7% 15.1x 7.5%

KND Kindred Healthcare Inc. Healthcare 1,370 150% 1 80 5.5% 21.6x 5.5%

QCOR Questcor Pharmaceuticals, Inc. Healthcare 4,749 184% 2 23 30.2% 11.1x 7.4%

TMO Thermo Fisher Scientific, Inc. Healthcare 46,436 47% 2 88 1.1% 17.0x 3.7%

A Agilent Technologies Inc. Healthcare 17,555 19% 2 77 1.3% 17.0x 5.6%

* 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 as of 4/14/2014.



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.)


QUALITY


Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Short

Interest /

Float %

2014E

P/E

LTM FCF

Yield

URS URS Corp Industrials 3,402 4% 1 90 8.3% 14.4x 11.8%

ALK Alaska Air Group, Inc. Industrials 6,150 52% 1 76 4.2% 12.9x 7.6%

KAI Kadant Inc. Industrials 392 36% 1 54 1.5% 13.5x 9.0%

EXPO Exponent Inc. Industrials 918 34% 1 85 1.3% 25.7x 7.2%

UACL Universal Truckload Services Inc. Industrials 841 22% 2 45 2.8% 16.5x 4.1%

HY Hyster-Yale Materials Handling Industrials 1,598 74% 2 51 2.9% 14.8x 8.2%

ADT The ADT Corp Industrials 5,560 -33% 2 13 21.9% 15.9x 10.1%

KAR KAR Auction Services, Inc. Industrials 4,099 45% 2 98 0.5% 21.0x 6.3%

DAL Delta Air Lines Inc. Industrials 26,951 106% 3 32 2.0% 12.0x 7.1%

BWC The Babcock & Wilcox Company Industrials 3,701 24% 3 32 13.0% 15.4x 2.2%

ENS EnerSys Industrials 3,000 41% 4 36 8.2% 14.4x 4.9%

HII Huntington Ingalls Industries, Inc. Industrials 4,856 85% 4 36 0.4% 14.0x 3.1%

KFRC Kforce Inc. Industrials 696 30% 4 5 2.7% 17.3x -0.9%

TEX Terex Corp. Industrials 4,478 33% 5 49 9.7% 14.5x 3.2%

AL Air Lease Corp Industrials 3,669 25% 5 56 1.7% 15.8x -15.2%

BGC General Cable Corp. Industrials 1,220 -29% 5 54 12.4% 14.7x 1.3%

EMC EMC Corp Info. Tech. 54,233 18% 1 93 2.7% 13.8x 11.6%

SNDK SanDisk Corp. Info. Tech. 16,834 31% 1 84 8.5% 12.9x 10.7%

NTAP NetApp, Inc. Info. Tech. 12,188 5% 1 91 3.0% 12.3x 15.3%

VSH Vishay Intertechnology Inc. Info. Tech. 2,094 12% 1 61 15.4% 14.8x 11.7%

WDC Western Digital Corp Info. Tech. 21,346 75% 1 46 1.3% 11.2x 11.7%

AAPL Apple Inc. Info. Tech. 465,628 24% 1 48 2.5% 12.2x 10.3%

DOX Amdocs Limited Info. Tech. 7,283 31% 1 76 0.9% 14.4x 10.1%

SYMC Symantec Corp Info. Tech. 14,246 -13% 1 42 2.3% 11.3x 9.9%

MRVL Marvell Technology Group Ltd. Info. Tech. 7,632 48% 2 61 3.3% 14.2x 6.7%

SAIC Science Applications Int'l Corp Info. Tech. 1,860 NA 2 33 3.5% 13.7x 8.1%

FORR Forrester Research Inc. Info. Tech. 661 1% 2 61 5.2% 35.1x 5.4%

CDW CDW Corp Info. Tech. 4,737 NA 2 66 0.9% 13.0x 6.0%

BAH Booz Allen Hamilton Holding Corp Info. Tech. 3,098 74% 2 46 2.6% 13.7x 8.8%

MENT Mentor Graphics Corp. Info. Tech. 2,320 16% 3 28 2.5% 11.5x 5.8%

NVDA NVIDIA Corp Info. Tech. 10,210 43% 3 69 10.7% 21.8x 8.4%

CSGS CSG Systems International Inc. Info. Tech. 877 27% 3 36 8.0% 12.1x 11.4%

FEIC FEI Company Info. Tech. 3,888 45% 3 84 1.6% 25.6x 5.2%

LSI LSI Corp Info. Tech. 6,175 74% 4 55 1.2% 15.6x 4.7%

TER Teradyne Inc. Info. Tech. 3,611 20% 4 42 19.6% 13.9x 6.2%

TSRA Tessera Technologies Inc. Info. Tech. 1,155 15% 4 42 8.1% 13.8x -8.6%

EVTC EVERTEC, Inc. Info. Tech. 1,831 16% 5 15 2.1% 14.0x 3.0%

AVT Avnet, Inc. Info. Tech. 6,171 33% 5 36 2.0% 10.2x 1.5%

MTRN Materion Corp Materials 726 30% 1 87 1.7% 19.2x 5.9%

IQNT Inteliquent, Inc. Telecom. 449 501% 1 59 3.3% 15.5x 12.1%

NRG NRG Energy, Inc. Utilities 10,416 20% 4 65 4.9% 16.7x -0.6%

* 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 as of 4/14/2014.



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 20%+ dividend growers that also have 5%+ free cash flow yields, suggesting capacity for future large dividend increases. (We include 20% divi. growth to broaden the universe as they also performed well) 20%+ Q/Q Dividend Increases with Capacity for Growth [sorted by sector, then market cap.]

SIM* EARNINGS DIVIDEND INCREASE CAPITAL VALUATION

QUALITY ALLOC.


Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Increase

Announce

Date

Q/Q

Dividend

Increase

Dividend

Yield

2014E

P/E

LTM FCF

Yield

HD The Home Depot, Inc. Cons. Disc. 103,934 5% 1 91 2/25/14 21% 2.5% 17.1x 5.7%

LZB La-Z-Boy Inc Cons. Disc. 1,283 33% 1 79 11/19/13 50% 1.0% 16.7x 6.2%

M Macy's, Inc. Cons. Disc. 21,027 31% 1 64 5/15/13 25% 1.8% 12.7x 8.5%

IPG The Interpublic Group of Companies, Inc.Cons. Disc. 6,940 22% 1 79 2/14/14 27% 2.3% 16.3x 6.9%

GPS The Gap, Inc. Cons. Disc. 16,890 1% 1 26 8/22/13 33% 2.3% 13.0x 6.3%

WHR Whirlpool Corp. Cons. Disc. 11,496 27% 2 56 4/16/13 25% 1.7% 12.1x 6.3%

AAN Aaron's, Inc. Cons. Disc. 2,193 6% 2 91 11/7/13 24% 0.3% 16.4x 12.4%

ALSN Allison Transmission Holdings, Inc. Cons. Disc. 5,237 24% 2 94 4/15/13 100% 1.7% 25.2x 6.0%

RGR Sturm, Ruger & Co. Inc. Cons. Disc. 1,201 28% 2 8 7/31/13 33% 3.5% 14.8x 5.7%

DLPH Delphi Automotive PLC Cons. Disc. 20,106 48% 2 56 1/14/14 47% 1.5% 13.4x 5.4%

MORN Morningstar Inc. Cons. Disc. 3,290 11% 2 64 12/6/13 36% 0.9% 24.4x 5.1%

HSNI HSN, Inc. Cons. Disc. 2,999 7% 3 48 11/6/13 39% 1.8% 16.5x 5.8%

HVT Haverty Furniture Companies Inc. Cons. Disc. 557 9% 3 72 8/13/13 100% 1.3% 18.3x 7.4%

ADM Archer Daniels Midland Company Cons. Staples 29,306 40% 1 92 12/16/13 26% 2.1% 13.9x 14.1%

TSN Tyson Foods, Inc. Cons. Staples 14,421 79% 1 75 8/7/13 50% 0.7% 14.6x 6.6%

ENR Energizer Holdings Inc. Cons. Staples 6,070 1% 2 94 7/31/13 25% 2.1% 13.7x 9.6%

IPAR Inter Parfums Inc. Cons. Staples 1,050 29% 3 42 3/12/13 50% 1.4% 31.1x 5.2%

MPC Marathon Petroleum Corp Energy 24,767 8% 1 62 7/31/13 20% 2.0% 9.2x 8.8%

WNR Western Refining, Inc. Energy 2,992 25% 1 62 7/17/13 50% 2.8% 9.4x 5.1%

NOV National Oilwell Varco, Inc. Energy 34,098 17% 1 68 5/20/13 100% 1.3% 13.0x 8.1%

PSX Phillips 66 Energy 45,841 31% 1 78 10/2/13 25% 2.0% 10.9x 9.4%

ALJ Alon USA Energy, Inc. Energy 984 -11% 1 87 5/8/13 50% 1.7% 17.6x 11.1%

OCR Omnicare Inc. Healthcare 5,780 39% 1 66 12/5/13 43% 1.4% 15.7x 5.9%

RMD ResMed Inc. Healthcare 6,509 2% 1 77 8/1/13 47% 2.2% 18.2x 5.5%

UNH UnitedHealth Group Inc Healthcare 78,324 28% 1 37 6/5/13 32% 1.4% 14.2x 6.9%

COV Covidien plc Healthcare 31,486 15% 1 78 9/19/13 23% 1.8% 17.4x 5.5%

AMGN Amgen Inc. Healthcare 85,725 3% 2 14 12/13/13 30% 2.2% 13.9x 6.3%

BBSI Barrett Business Services Inc. Industrials 408 2% 1 88 11/1/13 38% 1.3% 17.4x 22.0%

BA The Boeing Company Industrials 91,625 41% 1 65 12/16/13 51% 2.4% 16.7x 7.3%

EXPO Exponent Inc. Industrials 918 34% 1 85 2/5/14 67% 1.4% 25.7x 7.2%

LUV Southwest Airlines Co. Industrials 15,562 73% 1 97 5/15/13 300% 0.7% 15.9x 7.2%

ADT The ADT Corp Industrials 5,560 -33% 2 13 11/20/13 60% 2.6% 15.9x 10.1%

KAR KAR Auction Services, Inc. Industrials 4,099 45% 2 98 11/5/13 32% 3.4% 21.0x 6.3%

CMI Cummins Inc. Industrials 26,343 25% 3 36 7/9/13 25% 1.7% 16.2x 5.7%

DHR Danaher Corp. Industrials 50,763 18% 4 45 2/18/14 300% 0.6% 19.3x 6.1%

WDC Western Digital Corp Info. Tech. 21,346 75% 1 46 11/13/13 20% 1.3% 11.2x 11.7%

QCOM QUALCOMM Inc Info. Tech. 133,832 21% 1 61 3/5/13 40% 2.1% 15.5x 7.3%

MA MasterCard Inc Info. Tech. 84,458 34% 2 82 12/10/13 83% 0.6% 23.3x 5.1%

CSCO Cisco Systems, Inc. Info. Tech. 117,707 9% 2 61 3/28/13 21% 3.3% 11.5x 13.4%

JKHY Jack Henry & Associates Inc. Info. Tech. 4,557 19% 3 61 5/6/13 54% 1.7% 22.8x 6.1%

FEIC FEI Company Info. Tech. 3,888 45% 3 84 6/6/13 50% 0.5% 25.6x 5.2%

MSFT Microsoft Corp Info. Tech. 325,222 40% 4 7 9/17/13 22% 2.9% 14.5x 8.4%

ALTR Altera Corp. Info. Tech. 10,690 4% 4 21 6/3/13 50% 1.8% 23.3x 6.1%

SMG The Scotts Miracle-Gro Company Materials 3,655 34% 1 63 8/6/13 35% 3.0% 18.4x 6.6%

LYB LyondellBasell Industries NV Materials 47,863 53% 1 36 11/13/13 20% 2.7% 11.9x 7.1%

MYE Myers Industries Inc. Materials 772 79% 1 98 2/20/14 44% 2.3% 20.1x 8.4%

NP Neenah Paper, Inc. Materials 845 81% 1 59 5/30/13 33% 1.9% 15.9x 6.3%

ASH Ashland Inc. Materials 7,394 11% 2 14 5/15/13 51% 1.4% 14.2x 5.3%

AES The AES Corp Utilities 10,359 11% 1 38 11/7/13 25% 1.4% 10.6x 5.2%

* 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: $250+ million market cap. cos. with at least 5% free cash flow yield AND recent large dividend increase. Market data through 4/14/2014.



CCOONNTTRRAARRIIAANNSS CCOORRNNEERR:: RREECCEENNTT IINNIITTIIAATTIIOONN OORR LLAARRGGEE IINNCCRREEAASSEE WWIITTHH 55%%++ FFCCFF YYIIEELLDD

Below are companies that underperformed over the LTM period with either a recent dividend initiation (1%+ yield) or 30%+ dividend increase and at least a 5%+ FCF yield. Underperforming Recent Dividend Initiations OR Large Dividend Increases with 5%+ FCF Yields [sorted by market cap.]


QUALITY


Market

Cap. ($ in

millions)

LTM

Relative

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Short

Interest /

Float %

2014E

P/E

LTM FCF

Yield

GM General Motors Company Cons. Disc. 51,954 -7% 3 29 2.5% 9.1x 4.7%

GNC GNC Holdings Inc. Cons. Disc. 3,998 -15% 4 26 3.4% 13.6x 4.3%

LGF Lions Gate Entertainment Corp. Cons. Disc. 3,536 -7% 4 9 12.8% 15.8x 5.1%

DSW DSW Inc. Cons. Disc. 3,414 -13% 3 40 3.5% 18.0x 6.9%

MORN Morningstar Inc. Cons. Disc. 3,290 -7% 2 64 1.0% 24.4x 5.1%

CHS Chico's FAS Inc. Cons. Disc. 2,402 -29% 2 60 4.1% 16.7x 4.3%

MTN Vail Resorts Inc. Cons. Disc. 2,368 -10% 2 92 4.6% 87.3x 4.2%

SCVL Shoe Carnival Inc. Cons. Disc. 459 -10% 4 26 2.6% 15.1x 1.9%

ENR Energizer Holdings Inc. Cons. Staples 6,070 -8% 2 94 6.1% 13.7x 9.6%

HSH The Hillshire Brands Company Cons. Staples 4,312 -8% 4 47 1.2% 20.5x 4.4%

RNDY Roundy's, Inc. Cons. Staples 319 -8% 1 64 7.4% 19.1x 7.2%

ALCO Alico Inc. Cons. Staples 264 -24% 5 35 1.2% 59.9x -1.6%

DNR Denbury Resources Inc. Energy 5,741 -24% 1 88 7.5% 14.6x 2.8%

CVI CVR Energy, Inc. Energy 3,900 -8% 1 64 15.5% 11.5x 4.9%

RDC Rowan Companies plc Energy 3,833 -24% 3 75 3.4% 12.1x 1.3%

STNG Scorpio Tankers Inc. Energy 1,753 -11% 5 6 4.3% 22.6x -46.4%

GLF Gulfmark Offshore, Inc. Energy 1,156 -3% 4 52 4.2% 10.7x -7.5%

AMT American Tower Corp Financials 32,171 -15% 5 NA 2.0% 38.2x NM

EQR Equity Residential Financials 20,971 -15% 5 NA 2.4% 18.8x NM

CIT CIT Group Inc. Financials 9,116 -8% 2 NA 1.2% 12.0x NM

SRC Spirit Realty Capital, Inc. Financials 3,985 -9% 5 NA 1.8% 67.2x NM

CXW Corrections Corp of America Financials 3,691 -18% 3 NA 5.9% 17.0x NM

RPAI Retail Properties of America, Inc. Financials 3,286 -18% 3 NA 1.0% NA NM

GEO The GEO Group, Inc. Financials 2,295 -29% 3 NA 2.1% 17.5x NM

ALEX Alexander & Baldwin, Inc. Financials 1,930 -6% 5 NA 3.0% 57.5x NM

RSE Rouse Properties, Inc. Financials 959 -23% 4 NA 8.4% 10.5x NM

OFG OFG Bancorp Financials 745 -5% 1 NA 12.4% 11.3x NM

WMC Western Asset Mortgage Capital Financials 582 -32% 1 NA 12.3% 5.4x NM

STBZ State Bank Financial Corp Financials 544 -6% 4 NA 1.9% 19.3x NM

ABBV AbbVie Inc. Healthcare 74,743 -7% 1 97 0.7% 15.1x 7.5%

ABT Abbott Laboratories Healthcare 58,235 -16% 4 43 0.8% 17.2x 4.0%

* 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 4/14/2014.



CCOONNTTRRAARRIIAANNSS CCOORRNNEERR:: RREECCEENNTT IINNIITTIIAATTIIOONN OORR LLAARRGGEE IINNCCRREEAASSEE WWIITTHH 55%%++ FFCCFF YYIIEELLDD

Prior exhibit is continued below. Underperforming Recent Dividend Initiations OR Large Dividend Increases with 5%+ FCF Yields [sorted by market cap.]


QUALITY


Market

Cap. ($ in

millions)

LTM

Relative

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Short

Interest /

Float %

2014E

P/E

LTM FCF

Yield

KSU Kansas City Southern Industrials 10,722 -33% 4 77 2.9% 21.1x 0.3%

FBHS Fortune Brands Home & Security Industrials 6,678 -13% 5 32 1.4% 20.2x 3.0%

ADT The ADT Corp Industrials 5,560 -57% 2 13 21.9% 15.9x 10.1%

URS URS Corp Industrials 3,402 -21% 1 90 8.3% 14.4x 11.8%

WSO Watsco Inc. Industrials 3,147 -3% 4 19 3.3% 21.9x 3.8%

EME EMCOR Group Inc. Industrials 2,946 -12% 5 22 1.5% 17.2x 4.1%

BGC General Cable Corp. Industrials 1,220 -54% 5 54 12.4% 14.7x 1.3%

LNN Lindsay Corp Industrials 1,138 -13% 4 6 38.1% 22.5x 5.4%

UACL Universal Truckload Services Inc. Industrials 841 -3% 2 45 2.8% 16.5x 4.1%

ACTG Acacia Research Corp Industrials 799 -70% 5 41 20.4% 59.1x -0.8%

BBSI Barrett Business Services Inc. Industrials 408 -22% 1 88 3.5% 17.4x 22.0%

EMC EMC Corp Info. Tech. 54,233 -5% 1 93 2.7% 13.8x 11.6%

SYMC Symantec Corp Info. Tech. 14,246 -36% 1 42 2.3% 11.3x 9.9%

NTAP NetApp, Inc. Info. Tech. 12,188 -18% 1 91 3.0% 12.3x 15.3%

TER Teradyne Inc. Info. Tech. 3,611 -3% 4 42 19.6% 13.9x 6.2%

MENT Mentor Graphics Corp. Info. Tech. 2,320 -7% 3 28 2.5% 11.5x 5.8%

VSH Vishay Intertechnology Inc. Info. Tech. 2,094 -10% 1 61 15.4% 14.8x 11.7%

HITT Hittite Microwave Corp Info. Tech. 1,857 -15% 3 49 5.6% 26.1x 4.9%

EVTC EVERTEC, Inc. Info. Tech. 1,831 -7% 5 15 2.1% 14.0x 3.0%

TSRA Tessera Technologies Inc. Info. Tech. 1,155 -8% 4 42 8.1% 13.8x -8.6%

FORR Forrester Research Inc. Info. Tech. 661 -22% 2 61 5.2% 35.1x 5.4%

ROC Rockwood Holdings, Inc. Materials 5,190 -9% 2 75 2.3% 30.7x 4.7%

* 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 4/14/2014.



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

Alico Inc. ALCO Cons. Staples 270 5 4/10/14 2% (0.24) 0.7% 13% -2%

Washington Banking Co. WBCO Financials 279 2 1/30/14 1% (0.26) 1.9% 57% NA

FirstEnergy Corp. FE Utilities 14,038 2 1/21/14 8% (0.80) 4.8% 235% 1%

Hatteras Financial Corp HTS Financials 1,914 5 12/9/13 16% (0.20) 10.9% NM NA

Valley National Bancorp VLY Financials 2,125 2 11/19/13 8% (0.20) 4.6% 98% NA

Newmont Mining Corporation NEM Materials 12,468 4 10/30/13 -8% (0.20) 3.8% NM -1%

First Financial Bancorp. FFBC Financials 994 2 10/24/13 10% (0.48) 3.7% 127% NA

Dynex Capital Inc. DX Financials 474 3 9/17/13 -4% (0.08) 13.5% 102% NA

Solar Capital Ltd. SLRC Financials 977 2 7/24/13 -3% (0.80) 7.3% 123% 132%

Western Asset Mortgage Capital WMC Financials 591 1 6/20/13 39% (0.20) 34.3% NM NA

Tri-Continental Corporation TY Financials 1,254 NA 6/7/13 8% (0.11) 3.4% 0% 0%

Hudson City Bancorp, Inc. HCBK Financials 4,937 4 5/1/13 20% (0.16) 1.8% 54% NA

Pitney Bowes Inc. PBI Financials 5,209 1 4/30/13 81% (0.75) 3.0% 132% NA

Gold Resource Corp GORO Materials 258 3 4/30/13 -50% (0.12) 2.6% NM 0%

Exelon Corporation EXC Utilities 30,809 2 4/25/13 -4% (0.86) 4.3% 73% 4%

CenturyLink, Inc. CTL Telecom. 19,776 2 2/13/13 -2% (0.74) 7.6% NM 8%

First Potomac Realty Trust FPO Financials 764 2 1/24/13 9% (0.20) 4.7% 409% 5%

EQT Corp. EQT Energy 15,956 4 1/16/13 81% (0.76) 0.1% 5% -3%

State Auto Financial Corp. STFC Financials 860 2 11/9/12 40% (0.20) 2.1% 26% 9%

Roundy's, Inc. RNDY Cons. Staples 321 1 11/9/12 68% (0.44) 6.4% 63% 7%

BGC Partners, Inc. BGCP Financials 1,582 1 11/6/12 139% (0.20) 7.6% 129% NA

Meadowbrook Insurance Group Inc. MIG Financials 293 2 11/2/12 1% (0.12) 1.4% NM 2%

Avon Products Inc. AVP Cons. Staples 6,434 4 11/1/12 -2% (0.68) 1.7% NM 5%

USA Mobility, Inc. USMO Telecom. 373 1 7/31/12 48% (0.50) 3.7% 45% 14%

Arch Coal Inc. ACI Energy 966 3 5/1/12 -46% (0.32) 3.1% NM 0%

KB Home KBH Cons. Disc. 1,385 5 4/12/12 123% (0.15) 0.5% 13% -13%

Transocean Ltd. RIG Energy 14,859 NA 2/20/12 -18% (0.79) 5.4% 43% 0%

Frontier Communications Corp. FTR Telecom. 5,893 1 2/16/12 24% (0.35) 9.0% 354% 10%

* 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: Increase / (Decrease) in Mkt. Cap based on +1 day after announcement. Market data as of 4/22/2014.



RREECCEENNTT DDIIVVIIDDEENNDD CCUUTTSS:: BBUUSSIINNEESSSS DDEESSCCRRIIPPTTIIOONNSS AANNDD SSTTOOCCKK CCHHAARRTTSS

NNEEWWMMOONNTT MMIINNIINNGG ((NNEEMM))

Business Overview

($ in millions)


Enterprise Value 20,490 EV/EBITDA 9.4x LTM EBITDA Margin 37.1% Newmont Mining Corporation is primarily a gold producer with significant operations and/or assets in the United States,

Australia, Peru, Indonesia, Ghana, New Zealand and Mexico. At December 31, 2013, Newmont had attributable proven and probable gold reserves of 88.4 million ounces and an aggregate land position of approximately 24,000 square miles (62,000 square kilometers). Newmont is also engaged in the production of copper, principally through Batu Hijau

in Indonesia and Boddington in Australia. Newmont Mining Corporation’s original predecessor corporation was incorporated in 1921 under the laws of Delaware. Primary regions include North America, South America, Australia/New Zealand, Indonesia, and Africa. The North

America segment consists primarily of Nevada in the United States and La Herradura in Mexico. The South America segment consists primarily of Yanacocha and Conga in Peru. The Australia/New Zealand segment consists primarily of Boddington in Australia and other smaller operations in Australia and New Zealand. The Indonesia segment consists

primarily of Batu Hijau in Indonesia. The Africa segment consists primarily of Ahafo and Akyem in Ghana. Note: Market data as of 4/28/2014.

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

LTM Stock Price & Volume Chart (Dividend Cut Date: October 30, 2013)

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FFIIRRSSTTEENNEERRGGYY ((FFEE))

Business Overview

($ in millions)


Enterprise Value 36,457 EV/EBITDA 8.9x LTM EBITDA Margin 26.4% FirstEnergy Corp. was organized under the laws of the State of Ohio in 1996. FirstEnergy’s principal business is the

holding, directly or indirectly, of all of the outstanding common stock of its principal subsidiaries: OE, CEI, TE, Penn (a wholly owned subsidiary of OE), JCP&L, ME, PN, FES and its principal subsidiaries (FG and NG), FESC and during 2013, AE and its principal subsidiaries (AE Supply, AGC, MP, PE, WP, FET and its principal subsidiaries (ATSI, TrAIL and

PATH), and AESC). In addition, FirstEnergy holds all of the outstanding common stock of other direct subsidiaries including: FirstEnergy Properties, Inc., FEV, FENOC, FELHC, Inc., and GPU Nuclear, Inc. As of January 1, 2014, AE merged with and into FirstEnergy Corp., therefore, AE's direct subsidiaries, AE Supply, MP, PE, WP and FET, became direct subsidiaries of FirstEnergy Corp.



LTM Stock Price & Volume Chart (Dividend Cut Date: January 21, 2014)

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HHUUDDSSOONN CCIITTYY BBAANNCCOORRPP,, IINNCC.. ((HHCCBBKK))

Business Overview

($ in millions)


Enterprise Value 12,840 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.



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 7,953 EV/EBITDA 8.9x LTM EBITDA Margin 21.3% 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.



LTM Stock Price & Volume Chart (Dividend Cut Date: April 30, 2013)

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EEXXEELLOONN CCOORRPPOORRAATTIIOONN ((EEXXCC))

Business Overview

($ in millions)


Enterprise Value 52,727 EV/EBITDA 8.6x LTM EBITDA Margin 29.8% 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.



LTM Stock Price & Volume Chart (Dividend Cut Date: April 25, 2013)

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CCEENNTTUURRYYLLIINNKK,, IINNCC.. ((CCTTLL))

Business Overview

($ in millions)


Enterprise Value 43,419 EV/EBITDA 6.1x LTM EBITDA Margin 40.8% 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. Note: Market data as of 4/28/2014.


LTM Stock Price & Volume Chart (Dividend Cut Date: February 13, 2013)

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EEQQTT CCOORRPPOORRAATTIIOONN ((EEQQTT))

Business Overview

($ in millions)


Enterprise Value 18,739 EV/EBITDA 9.7x LTM EBITDA Margin 73.0% 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.



LTM Stock Price & Volume Chart (Dividend Cut Date: January 16, 2013)

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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

Market Cap.

Class 1

Class 2

(Exchange:Ticker) Price

Market Cap.

Class 2

Market Cap -

Other (1)

Total Market

Cap.

Google Inc. NasdaqGS:GOOGL 545.50 153,201 NasdaqGS:GOOG 534.81 180,041 30,439 363,681

Berkshire Hathaway Inc. NYSE:BRK.A 190,720.00 163,609 NYSE:BRK.B 127.15 149,944 - 313,553

Comcast Corporation NasdaqGS:CMCS.A 50.83 109,099 NasdaqGS:CMCS.K 50.15 22,270 480 131,849

Twenty-First Century Fox, Inc. NasdaqGS:FOXA 32.80 48,652 NasdaqGS:FOX 31.99 25,545 - 74,196

Viacom, Inc. NasdaqGS:VIAB 84.01 32,501 NasdaqGS:VIA 84.10 4,293 - 36,794

CBS Corporation NYSE:CBS 59.77 33,131 NYSE:CBS.A 60.30 2,356 - 35,487

Liberty Global plc NasdaqGS:LBTY.A 40.23 8,936 NasdaqGS:LBTY.K 39.16 22,107 408 31,450

Discovery Communications, Inc. NasdaqGS:DISC.A 77.56 11,443 NasdaqGS:DISC.K 72.59 5,746 9,458 26,646

Brown-Forman Corporation NYSE:BF.B 88.28 11,373 NYSE:BF.A 87.85 7,420 - 18,793

Constellation Brands Inc. NYSE:STZ 80.89 13,478 NYSE:STZ.B 80.81 1,894 - 15,372

Liberty Interactive Corporation NasdaqGS:LINT.A 29.62 13,895 NasdaqGS:LINT.B 29.50 852 - 14,747

Liberty Media Corporation NasdaqGS:LMCA 128.77 13,446 NasdaqGS:LMCB 126.38 1,248 - 14,694

Molson Coors Brewing Company NYSE:TAP 59.08 9,476 NYSE:TAP.A 58.03 148 1,288 10,912

News Corporation NasdaqGS:NWSA 17.01 6,457 NasdaqGS:NWS 16.76 3,346 50 9,852

McCormick & Company, Incorporated NYSE:MKC 71.66 8,478 NYSE:MKC.V 71.39 870 - 9,348

Lennar Corp. NYSE:LEN 38.43 6,653 NYSE:LEN.B 32.50 1,017 - 7,670

Universal Health Services Inc. NYSE:UHS 75.72 6,923 OTCPK:UHID 76.63 2 550 7,475

Hubbell Inc. NYSE:HUB.B 118.06 6,140 NYSE:HUB.A 110.00 788 - 6,929

Forest City Enterprises Inc. NYSE:FCE.A 18.82 3,394 NYSE:FCE.B 18.85 368 - 3,763

Bio-Rad Laboratories, Inc. NYSE:BIO 124.00 2,939 NYSE:BIO.B 124.45 634 - 3,573

Starz NasdaqGS:STRZ.A 31.81 3,158 NasdaqGS:STRZ.B 32.12 317 - 3,475

Watsco Inc. NYSE:WSO 104.84 2,894 NYSE:WSO.B 105.22 512 - 3,407

John Wiley & Sons Inc. NYSE:JW.A 57.27 2,851 NYSE:JW.B 56.88 540 - 3,391

HEICO Corporation NYSE:HEI 58.03 1,555 NYSE:HEI.A 41.30 1,637 - 3,192

Moog Inc. NYSE:MOG.A 64.39 2,686 NYSE:MOG.B 64.42 239 - 2,925

Greif, Inc. NYSE:GEF 53.09 1,356 NYSE:GEF.B 58.00 1,283 - 2,639

First Citizens Bancshares Inc. NasdaqGS:FCNC.A 233.25 2,003 OTCBB:FCNC.B 210.00 217 - 2,220

Meredith Corporation NYSE:MDP 46.28 1,711 OTCPK:MDPE.B 53.41 412 - 2,123

International Speedway Corp. NasdaqGS:ISCA 32.18 843 OTCPK:ISCB 31.59 631 - 1,474

Rush Enterprises, Inc. NasdaqGS:RUSH.B 29.59 304 NasdaqGS:RUSH.A 34.30 998 - 1,302

Astronics Corporation NasdaqGS:ATRO 60.09 836 OTCPK:ATRO.B 60.88 252 - 1,088

Ascent Capital Group, Inc. NasdaqGS:ASCM.A 70.25 948 OTCPK:ASCM.B 72.80 28 - 976

Kelly Services, Inc. NasdaqGS:KELY.A 21.49 730 NasdaqGS:KELY.B 21.50 74 - 804

PHI Inc. NasdaqGS:PHII 42.60 124 NasdaqGS:PHII.K 45.99 578 - 702

Urstadt Biddle Properties Inc. NYSE:UBA 20.67 488 NYSE:UBP 17.92 165 25 678

Gray Television Inc. NYSE:GTN 11.62 605 NYSE:GTN.A 9.40 54 13 672

Hovnanian Enterprises Inc. NYSE:HOV 4.57 599 OTCPK:HOVV.B 4.43 66 - 664

Crawford & Company NYSE:CRD.B 12.12 299 NYSE:CRD.A 9.83 295 - 595

Haverty Furniture Companies Inc. NYSE:HVT 25.38 511 NYSE:HVT.A 25.58 61 - 572

Min. market cap. of $500 million. (1) Includes Class 3 or unlisted shares. Note: Market cap. as of 4/22/2014.

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


QUALITY SHEET


Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Net Current

Assets /

Mkt. Cap.

2014E

P/E P/BV

LTM FCF

Yield

RIGL Rigel Pharmaceuticals, Inc. Healthcare 269 -34% 5 13 74% NA 1.3x -142.8%

RNWK RealNetworks Inc. Info. Tech. 271 -1% 5 42 64% NA 1.0x -125.7%

OPLK Oplink Communications, Inc. Info. Tech. 332 5% 5 8 50% 28.5x 1.1x 0.0%

BHE Benchmark Electronics Inc. Info. Tech. 1,189 26% 3 15 50% 14.9x 1.0x 8.5%

ADNC Audience, Inc. Info. Tech. 264 -23% 3 62 50% NA 1.7x 5.0%

ESIO Electro Scientific Industries Inc. Info. Tech. 277 -13% 4 89 48% 48.7x 1.1x -13.2%

LF LeapFrog Enterprises Inc. Cons. Disc. 477 -20% 3 17 47% 32.7x 1.1x 18.2%

PKE Park Electrochemical Corp. Info. Tech. 563 24% 2 96 44% 22.9x 1.8x 8.9%

DVAX Dynavax Technologies Corp Healthcare 394 -38% 5 19 44% NA 2.1x -29.4%

RTEC Rudolph Technologies Inc. Info. Tech. 346 -8% 4 37 44% 15.9x 1.2x 2.0%

UTEK Ultratech, Inc. Info. Tech. 695 -34% 5 4 44% 112.8x 1.8x -3.6%

FORM FormFactor Inc. Info. Tech. 327 24% 5 77 43% 73.9x 1.1x -8.1%

DGII Digi International Inc. Info. Tech. 254 9% 4 16 43% 44.6x 0.9x 4.4%

ACHN Achillion Pharmaceuticals, Inc. Healthcare 265 -63% 5 43 43% NA 1.7x -37.6%

QLGC QLogic Corp. Info. Tech. 1,041 9% 2 42 42% 12.7x 1.4x 6.4%

AVX AVX Corp. Info. Tech. 2,183 16% 5 10 41% 17.5x 1.1x 0.7%

INFI Infinity Pharmaceuticals, Inc. Healthcare 474 -76% 5 38 39% NA 2.4x -44.4%

MNTA Momenta Pharmaceuticals Inc. Healthcare 549 -20% 5 43 39% 26.8x 2.0x -31.7%

MKSI MKS Instruments, Inc. Info. Tech. 1,505 8% 4 33 38% 17.9x 1.5x 6.8%

CDI CDI Corp. Industrials 322 0% 4 36 38% 17.9x 1.1x 3.2%

ICUI ICU Medical, Inc. Healthcare 862 -5% 2 79 37% 40.5x 1.9x 8.4%

PCO Pendrell Corp Industrials 471 11% 5 74 36% NA 1.4x -5.8%

AMAG AMAG Pharmaceuticals, Inc. Healthcare 376 -22% 4 7 36% NA 2.2x -5.2%

CRMT America's Car-Mart Inc. Cons. Disc. 321 -21% 4 52 34% 11.5x 1.5x 1.2%

VDSI VASCO Data Security International Inc. Info. Tech. 296 -9% 4 7 33% 22.8x 1.7x 4.6%

CEVA CEVA Inc. Info. Tech. 357 12% 3 28 33% 27.8x 1.9x 5.8%

OVTI OmniVision Technologies, Inc. Info. Tech. 1,026 33% 1 81 33% 13.8x 1.1x 24.6%

SEAC SeaChange International Inc. Info. Tech. 323 -8% 1 98 33% 28.0x 1.6x 2.5%

ISSI Integrated Silicon Solution Inc. Info. Tech. 417 52% 5 18 32% 15.7x 1.5x 1.9%

VMEM Violin Memory, Inc. Info. Tech. 303 NA 3 70 32% NA 2.9x -34.8%

XOOM Xoom Corp Info. Tech. 681 -12% 5 1 31% NM 2.6x -2.3%

SREV ServiceSource International, Inc. Info. Tech. 577 3% 4 50 31% NA 2.4x 3.1%

MRIN Marin Software Inc Info. Tech. 311 -38% 4 62 31% NA 2.7x -13.2%

EXAR Exar Corp. Info. Tech. 519 3% 5 3 30% 32.1x 2.0x 0.3%

WMAR West Marine Inc. Cons. Disc. 267 -7% 5 22 30% 26.8x 0.9x -6.7%

IPAR Inter Parfums Inc. Cons. Staples 1,050 29% 3 42 29% 31.1x 2.6x 5.2%

ACTG Acacia Research Corp Industrials 799 -46% 5 41 29% 59.1x 1.4x -0.8%

IRF International Rectifier Corp Info. Tech. 1,821 31% 3 98 29% 29.4x 1.4x 7.6%

ZIGO Zygo Corp Info. Tech. 364 24% 1 89 29% NA 1.9x 5.4%

PTCT PTC Therapeutics, Inc. Healthcare 448 NA 4 21 29% NA 3.3x -14.3%

AGX Argan, Inc. Industrials 387 90% 4 10 28% 16.7x 2.5x 12.2%

RSTI Rofin-Sinar Technologies Inc. Info. Tech. 639 -12% 1 76 28% 26.4x 1.2x 5.2%

PRTA Prothena Corp plc Healthcare 598 247% 4 41 28% NA 3.4x -7.8%

CRUS Cirrus Logic Inc. Info. Tech. 1,155 -13% 1 93 28% 11.4x 1.9x 30.9%

ENTR Entropic Communications, Inc. Info. Tech. 343 -6% 2 87 28% NA 1.3x 3.4%

HITT Hittite Microwave Corp Info. Tech. 1,857 8% 3 49 28% 26.1x 3.0x 4.9%

REGI Renewable Energy Group, Inc. Energy 462 28% 2 14 28% 12.5x 0.7x 28.6%

TSRA Tessera Technologies Inc. Info. Tech. 1,155 15% 4 42 28% 13.8x 2.6x -8.6%




NNEETT--NNEETT CCOOMMPPAANNIIEESS ((CCOONNTTIINNUUEEDD))

Below is a continuation of the prior exhibit. Net-Net Companies (continued)


QUALITY SHEET


Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Net Current

Assets /

Mkt. Cap.

2014E

P/E P/BV

LTM FCF

Yield

RGLS Regulus Therapeutics Inc. Healthcare 308 2% 5 4 27% NA 3.2x -14.2%

BELFB Bel Fuse Inc. Info. Tech. 263 55% NA NA 27% 11.7x 1.2x 1.8%

FN Fabrinet Info. Tech. 711 47% 2 43 27% 12.8x 1.9x 10.7%

XONE The ExOne Company Industrials 374 -30% 5 2 27% NA 2.5x -14.1%

VCRA Vocera Communications, Inc. Healthcare 386 -31% 3 41 27% NA 3.1x -1.9%

PTLA Portola Pharmaceuticals, Inc. Healthcare 908 NA 2 97 26% NA 3.1x -10.1%

BLUE bluebird bio, Inc. Healthcare 509 NA 1 75 26% NA 3.3x 11.5%

CMTL Comtech Telecommunications Corp. Info. Tech. 487 34% 2 28 26% 26.5x 1.3x 6.9%

IDTI Integrated Device Technology, Inc. Info. Tech. 1,669 54% 4 76 26% 17.4x 2.3x 2.9%

SRPT Sarepta Therapeutics, Inc. Healthcare 842 -45% 2 90 26% NA 3.4x -11.1%

AVAV AeroVironment, Inc. Industrials 781 93% 5 54 25% 61.6x 2.4x 1.7%

IPHI Inphi Corp Info. Tech. 454 64% 5 36 25% 37.8x 2.8x 0.6%

SCSC ScanSource, Inc. Info. Tech. 1,111 44% 1 84 25% 15.5x 1.5x 14.5%




DDEEEEPP VVAALLUUEE SSCCRREEEENN:: DDIIVVIIDDEENNDD,, EEAARRNNIINNGGSS YYIIEELLDD,, AANNDD MMOODDEESSTT DDEEBBTT

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 4.22%), 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.)

SIM* EARNINGS CAPITAL BALANCE SENTIMENT VALUATION

QUALITY ALLOC. SHEET


Market

Cap. ($ in

millions)

LTM Total

Return

Overall

Rank

[1 = best;

5 = worst]

4Q13 EQ

Score [0 =

worst EQ]

Dividend

Yield

Total Debt

/ Tangible

Book Value

Short

Interest /

Float %

2014E

P/E

LTM FCF

Yield

CVX Chevron Corp Energy 225,965 2% 2 37 3.4% 14% 0.8% 10.9x -1.3%

CSCO Cisco Systems, Inc. Info. Tech. 117,707 9% 2 61 3.3% 61% 1.4% 11.5x 13.4%

COP ConocoPhillips Energy 87,679 26% 2 82 3.9% 42% 1.7% 11.7x 0.9%

SYMC Symantec Corp Info. Tech. 14,246 -13% 1 42 2.9% -231% 2.3% 11.3x 9.9%

CA CA Technologies Info. Tech. 13,299 23% 2 39 3.4% -140% 2.3% 11.6x 8.9%

WU The Western Union Company Info. Tech. 8,535 8% 2 24 3.2% -163% 11.4% 11.0x 10.7%

SPLS Staples, Inc. Cons. Disc. 7,893 -8% 1 64 3.9% 44% 14.0% 11.3x 9.6%

GCI Gannett Co., Inc. Cons. Disc. 6,002 25% 4 10 3.0% -144% 4.4% 9.8x 5.5%

GME GameStop Corp. Cons. Disc. 4,747 32% 1 86 3.2% 1% 28.8% 11.2x 15.2%

CVI CVR Energy, Inc. Energy 3,900 9% 1 64 6.7% 59% 15.5% 11.5x 4.9%

RRD R.R. Donnelley & Sons Company Industrials 3,351 49% 1 85 6.1% -344% 6.4% 11.1x 10.7%

WSTC West Corp Industrials 2,077 23% 2 56 3.6% -126% 4.6% 8.8x 7.7%

RCII Rent-A-Center, Inc. Cons. Disc. 1,431 -24% 4 7 3.4% -3057% 19.2% 11.7x 2.3%

PDLI PDL BioPharma, Inc. Healthcare 1,304 13% 2 53 7.4% -323% 17.3% 4.4x 17.9%

UVV Universal Corp Cons. Staples 1,245 -4% 4 5 3.8% 41% 16.2% 10.6x -0.3%

EBF Ennis Inc. Industrials 411 11% 1 82 4.5% 75% 2.4% 10.4x 8.8%

NTLS NTELOS Holdings Corp. Telecom. 269 -2% 1 88 13.5% -308% 27.0% 11.8x 9.7%

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle. Note: Above screen based companies in R3000 with 1) earnings yield (inverse of 2014E P/E) > 2x Moody’s Aaa index 2) Dividend yield > 2/3 Moody’s Aaa index; 3) Total Debt / Tangible Book Value < 1x. 2014E P/E based on consensus estimates. Market cap. as of 4/14//2014. Moody’s Aaa index yield = 4.22% as of 4/14/2014. 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. 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 again materially outperformed their sector in 2013. We continue to like this strategy into 2014 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. 2014 YTD Relative Performance of the Top 50 Net Operating Loss Companies

-10%

-8%

-6%

-4%

-2%

0%

2%

4%

6%

8%

10%


Alp

ha

High NOL Companies

YTD Relative Return: 1.1%

YTD Total Return: 2.8%



Note: This portfolio represents the highest 50 (NOL + Net Cash) / Market Cap. companies over $1B, measured against a sector relative S&P 1500 benchmark. Market data through 4/29/2014.


On the following pages, we discuss the following:

List of 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.


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 (second to last column on each page). 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 3.36). 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.


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

Company Ticker Industry

Market Cap.

($ in

millions)

Debt(2)

/

Total

Capital

LTM FCF

Yield

2014E

P/E

NOLs & Tax

Credits ($ in

millions) (1)

NOLs & Tax

Credits(1)

/

Market Cap.

Net Cash(2)

/

Market Cap.

Ambac Financial Group, Inc. AMBC Insurance 1,297 NA NM 7.6x 2,177 168% NM

Unisys Corp. UIS Software and Services 1,483 46% 16% 11.2x 1,320 89% NA

Advanced Micro Devices, Inc. AMD Semis and Semi Equip. 2,810 42% -3% 23.8x 2,349 84% NA

JDS Uniphase Corp. JDSU Tech. Hardware and Equip. 3,138 16% 4% 22.9x 2,452 78% 14%

Arch Coal Inc. ACI Energy 1,064 83% 0% NM 788 74% NA

Resolute Forest Products RFP Materials 1,652 47% 4% 17.6x 1,185 72% NA

Eastman Kodak Co. KODK Tech. Hardware and Equip. 1,277 43% NM NM 874 68% NA

Meritor, Inc. MTOR Capital Goods 1,143 60% 1% 27.7x 733 64% NA

Caesars Entertainment Corporation CZR Consumer Services 2,596 89% 3% NM 1,558 60% NA

Harbinger Group Inc. HRG Household and Personal Products 1,752 75% 12% 15.4x 1,030 59% NA

CIENA Corp. CIEN Tech. Hardware and Equip. 2,088 37% 1% 24.2x 1,159 56% NA

Sanmina-SCI Corp. SANM Tech. Hardware and Equip. 1,454 32% 10% 11.7x 805 55% NA

AOL, Inc. AOL Software and Services 3,528 3% 8% 18.6x 1,895 54% 3%

Dynegy Inc. DYN Utilities 2,577 44% 4% NM 1,364 53% NA

Level 3 Communications Inc. LVLT Telecommunication Services 9,129 48% 2% 31.5x 4,791 52% NA

Century Aluminum Co. CENX Materials 1,249 23% -2% 39.4x 638 51% NA

General Motors GM Automobiles and Components 54,236 50% 4% 11.0x 26,521 49% NA

KB Home KBH Consumer Durables and Apparel 1,371 61% -13% 13.9x 643 47% NA

Sears Holdings Corp. SHLD Retailing 4,080 58% -15% NM 1,908 47% NA

Flextronics International Ltd. FLEX Tech. Hardware and Equip. 5,675 27% 10% 9.2x 2,601 46% NA

EXCO Resources Inc. XCO Energy 1,702 53% -25% 54.0x 737 43% NA

Popular Inc. BPOP Banks 3,030 NA NA 11.2x 1,278 42% NM

Navistar Int'l Corp. NAV Capital Goods 2,764 70% -7% NM 1,125 41% NA

J. C. Penney Company, Inc. JCP Retailing 2,285 70% -39% NM 918 40% NA

MBIA Inc. MBI Insurance 2,338 NA NM 28.9x 917 39% NM

Visteon Corp. VC Automobiles and Components 4,191 19% 2% 26.5x 1,508 36% 16%

Quiksilver Inc. ZQK Consumer Durables and Apparel 1,101 44% 0% 92.1x 385 35% NA

Federal-Mogul Corp. FDML Automobiles and Components 2,665 55% 2% 14.2x 923 35% NA

Calpine Corp. CPN Utilities 9,045 55% 2% 31.5x 3,120 34% NA

First Bancorp FBP Banks 1,102 NA NA 11.1x 380 34% NM

Peabody Energy Corp. BTU Energy 4,534 59% 4% NM 1,558 34% NA

CNO Financial Group, Inc. CNO Insurance 3,836 NA NM 14.1x 1,304 34% NM

Nektar Therapeutics NKTR Pharma, BioTech. and Life Sciences 1,389 9% -1% NM 471 34% 7%

United States Steel Corp. X Materials 3,912 59% 2% 16.8x 1,320 34% NA

Boyd Gaming Corporation BYD Consumer Services 1,266 78% 6% 58.5x 418 33% NA

MGIC Investment Corp. MTG Banks 2,812 NA NM 18.1x 915 33% NM

MannKind Corp. MNKD Pharma, BioTech. and Life Sciences 2,412 9% -5% NM 754 31% NA

SandRidge Energy, Inc. SD Energy 3,342 49% -7% 86.4x 1,020 31% NA

Neurocrine Biosciences Inc. NBIX Pharma, BioTech. and Life Sciences 1,013 0% -3% NM 309 30% 14%

Flagstar Bancorp Inc. FBC Banks 1,146 NA NA 13.0x 348 30% NM

Ally Financial ALLY Diversified Financials 11,739 NA NA NM 3,498 30% NM

CIT Group Inc. CIT Banks 9,054 NA NA 11.9x 2,695 30% NM

Goodyear Tire & Rubber Co. GT Automobiles and Components 6,702 53% 0% 9.6x 1,972 29% NA

Radian Group Inc. RDN Banks 2,409 NA NM 15.1x 702 29% NM

Spansion Inc. CODE Semis and Semi Equip. 1,120 31% 4% 13.3x 323 29% NA

(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) Adjusted by adding the tax effected unfunded pension & OPEB liability amounts to total debt. Note: Annual use of NOLs may be limited by IRC Section 382. 2014E 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 4/24/2014. Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet.


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

Capital

LTM FCF

Yield

2014E

P/E

NOLs & Tax

Credits ($ in

millions) (1)

NOLs & Tax

Credits(1)

/

Market Cap.

Net Cash(2)

/

Market Cap.

American Axle AXL Automobiles and Components 1,377 59% 2% 7.8x 373 27% NA

Avis Budget Group, Inc. CAR Transportation 5,579 66% 6% 19.9x 1,506 27% NA

Dana Holding Corporation DAN Automobiles and Components 3,597 35% 10% 12.2x 948 26% NA

Rovi Corp. ROVI Software and Services 2,094 36% 8% 13.0x 551 26% NA

Genworth Financial Inc. GNW Insurance 8,376 NA NM 12.2x 2,194 26% NM

Avon Products Inc. AVP Household and Personal Products 6,295 32% 5% 14.7x 1,594 25% NA

Office Depot, Inc. ODP Retailing 2,167 44% -7% 38.5x 548 25% NA

Charter Communications Inc. CHTR Media 12,747 53% 3% 124.3x 3,170 25% NA

American Int'l Group, Inc. AIG Insurance 73,640 NA NM 12.3x 18,290 25% NM

Cogent Communications Group Inc. CCOI Telecommunication Services 1,643 23% 3% 94.9x 405 25% NA

Halcón Resources Corporation HK Energy 2,246 59% -36% 41.6x 552 25% NA

ON Semiconductor Corp. ONNN Semis and Semi Equip. 4,213 20% 4% 12.7x 1,024 24% NA

Kaiser Aluminum Corp. KALU Materials 1,331 9% 5% 18.8x 322 24% 12%

Nabors Industries Ltd. NBR Energy 7,356 35% 4% 21.9x 1,767 24% NA

Marathon Oil Corporation MRO Energy 25,410 22% 2% 12.3x 6,014 24% NA

Liberty Global Inc. LBTYA Media 30,893 61% 4% NM 7,286 24% NA

American Airlines Group Inc. AAL Transportation 17,152 59% -5% 7.8x 4,025 23% NA

Rite Aid Corp. RAD Food and Staples Retailing 6,920 46% 5% 18.3x 1,621 23% NA

Hewlett-Packard Co. HPQ Tech. Hardware and Equip. 60,511 31% 13% 8.6x 14,068 23% NA

Tronox Limited TROX Materials 2,837 47% 6% NM 659 23% NA

Chemtura CHMT Materials 2,225 32% -2% 19.2x 515 23% NA

USG Corp. USG Capital Goods 4,564 36% 1% 16.9x 1,043 23% NA

Owens Corning OC Capital Goods 4,944 33% 2% 17.1x 1,117 23% NA

Delta Air Lines Inc. DAL Transportation 28,675 41% 6% 12.6x 6,402 22% NA

Newfield Exploration Co. NFX Energy 4,435 45% -7% 17.3x 969 22% NA

United Continental Holdings, Inc. UAL Transportation 16,181 47% -1% 10.2x 3,454 21% NA

Goodrich Petroleum Corp. GDP Energy 1,078 31% -9% NM 226 21% NA

Arena Pharmaceuticals, Inc. ARNA Pharma, BioTech. and Life Sciences 1,355 5% 6% NM 282 21% 11%

The AES Corp. AES Utilities 10,323 68% 5% 10.7x 2,146 21% NA

The ADT Corporation ADT Commercial and Prof. Services 5,540 45% 10% 15.7x 1,114 20% NA

United Community Banks, Inc. UCBI Banks 1,106 NA NA 16.0x 220 20% NM

Covidien plc COV Healthcare Equip. and Services 31,459 14% 5% 17.7x 6,212 20% NA

Ironwood Pharmaceuticals Inc. IRWD Pharma, BioTech. and Life Sciences 1,413 11% -16% NM 273 19% 1%

East West Bancorp, Inc. EWBC Banks 5,151 NA NA 15.5x 993 19% NM

LSI Corp. LSI Semis and Semi Equip. 6,192 3% 5% 15.7x 1,178 19% 10%

Pinnacle Entertainment Inc. PNK Consumer Services 1,311 77% 0% 13.1x 249 19% NA

White Mountains Ins. Group, Ltd. WTM Insurance 3,695 NA NM 26.2x 692 19% NM

Theravance Inc. THRX Pharma, BioTech. and Life Sciences 2,964 9% -4% NM 553 19% 6%

NRG Energy, Inc. NRG Utilities 10,478 62% -1% 18.2x 1,927 18% NA

Newmont Mining Corporation NEM Materials 11,721 37% -1% 32.3x 2,146 18% NA

Tenet Healthcare Corp. THC Healthcare Equip. and Services 3,876 74% 1% 32.5x 708 18% NA

TECO Energy, Inc. TE Utilities 3,904 45% 4% 17.8x 711 18% NA

MGM Resorts Int'l MGM Consumer Services 11,751 53% 5% 74.4x 2,101 18% NA

Citigroup, Inc. C Banks 146,483 NA NA 10.2x 26,097 18% NM

Alcoa Inc. AA Materials 15,880 42% 1% 30.2x 2,796 18% NA



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

Capital

LTM FCF

Yield

2014E

P/E

NOLs & Tax

Credits ($ in

millions) (1)

NOLs & Tax

Credits(1)

/

Market Cap.

Net Cash(2)

/

Market Cap.

McDermott Int'l Inc. MDR Energy 1,632 6% -31% NM 284 17% 1%

Crown Media Holdings Inc. CRWN Media 1,352 26% 5% NM 235 17% NA

Synovus Financial Corp. SNV Banks 3,219 NA NA 16.4x 556 17% NM

Ligand Pharmaceuticals Inc. LGND Pharma, BioTech. and Life Sciences 1,322 1% 2% 47.1x 227 17% 1%

Lear Corp. LEA Automobiles and Components 6,707 15% 6% 11.3x 1,128 17% NA

Whirlpool Corp. WHR Consumer Durables and Apparel 11,913 22% 6% 12.6x 1,999 17% NA

Cypress Semiconductor Corp. CY Semis and Semi Equip. 1,555 15% 2% 19.5x 260 17% NA

Spectrum Brands Holdings, Inc. SPB Household and Personal Products 4,054 46% 6% 18.1x 669 16% NA

Ford Motor Co. F Automobiles and Components 63,240 66% 3% 12.2x 10,275 16% NA

Owens-Illinois, Inc. OI Materials 5,561 41% 5% 10.7x 891 16% NA

Huntsman Corp. HUN Materials 6,050 42% 4% 11.5x 967 16% NA

Micron Technology Inc. MU Semis and Semi Equip. 25,593 21% 9% 8.7x 4,048 16% NA

Beazer Homes USA Inc. BZH Consumer Durables and Apparel 2,449 38% -11% 65.8x 384 16% NA

Revlon, Inc. REV Household and Personal Products 1,394 59% 5% 17.0x 211 15% NA

Hertz Global Holdings, Inc. HTZ Transportation 12,567 57% 2% 15.1x 1,883 15% NA

Infinera Corp. INFN Tech. Hardware and Equip. 1,056 9% 2% 62.3x 158 15% 18%

Clear Channel Outdoor Holdings Inc. CCO Media 3,101 61% 6% NM 459 15% NA

PulteGroup, Inc. PHM Consumer Durables and Apparel 7,132 24% 11% 16.1x 1,047 15% NA

Ariad Pharmaceuticals Inc. ARIA Pharma, BioTech. and Life Sciences 1,342 1% -20% NM 196 15% 17%

NCR Corp. NCR Tech. Hardware and Equip. 5,655 39% 2% 11.2x 820 15% NA



HHIIGGHH NNOOLLSS AANNDD NNEETT CCAASSHH

Below are 8 companies with high NOLs, tax credits, and net cash to market capitalization (min. $1B market cap.) Companies with NOLs and Tax Credits to Market Cap. >15% and Net Cash to Market Cap. >10%


Market Cap.

($ in

millions)

Debt(2)

/

Total

Capital

LTM FCF

Yield

2014E

P/E

NOLs & Tax

Credits ($ in

millions) (1)

NOLs & Tax

Credits(1)

/

Market Cap.

Net Cash(2)

/

Market Cap.

Infinera Corp. INFN Tech. Hardware and Equip. 1,056 9% 2% 62.3x 158 15% 18%

Ariad Pharmaceuticals Inc. ARIA Pharma, BioTech. and Life Sciences 1,342 1% -20% NM 196 15% 17%

Visteon Corp. VC Automobiles and Components 4,191 19% 2% 26.5x 1,508 36% 16%

Neurocrine Biosciences Inc. NBIX Pharma, BioTech. and Life Sciences 1,013 0% -3% NM 309 30% 14%

JDS Uniphase Corp. JDSU Tech. Hardware and Equip. 3,138 16% 4% 22.9x 2,452 78% 14%

Kaiser Aluminum Corp. KALU Materials 1,331 9% 5% 18.8x 322 24% 12%

Arena Pharmaceuticals, Inc. ARNA Pharma, BioTech. and Life Sciences 1,355 5% 6% NM 282 21% 11%

LSI Corp. LSI Semis and Semi Equip. 6,192 3% 5% 15.7x 1,178 19% 10%



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 ($1B Market Cap.)


Market Cap.

($ in

millions)

2014E

P/E

NOLs & Tax

Credits ($ in

millions) (1)

NOLs & Tax

Credits(1)

/

Market Cap.

Ambac Financial Group, Inc. AMBC Insurance 1,297 7.6x 2,177 168%

Popular Inc. BPOP Banks 3,030 11.2x 1,278 42%

MBIA Inc. MBI Insurance 2,338 28.9x 917 39%

First Bancorp FBP Banks 1,102 11.1x 380 34%

CNO Financial Group, Inc. CNO Insurance 3,836 14.1x 1,304 34%

MGIC Investment Corp. MTG Banks 2,812 18.1x 915 33%

Flagstar Bancorp Inc. FBC Banks 1,146 13.0x 348 30%

Ally Financial ALLY Diversified Financials 11,739 NM 3,498 30%

CIT Group Inc. CIT Banks 9,054 11.9x 2,695 30%

Radian Group Inc. RDN Banks 2,409 15.1x 702 29%

Genworth Financial Inc. GNW Insurance 8,376 12.2x 2,194 26%

American Int'l Group, Inc. AIG Insurance 73,640 12.3x 18,290 25%

United Community Banks, Inc. UCBI Banks 1,106 16.0x 220 20%

East West Bancorp, Inc. EWBC Banks 5,151 15.5x 993 19%

White Mountains Ins. Group, Ltd. WTM Insurance 3,695 26.2x 692 19%

Citigroup, Inc. C Banks 146,483 10.2x 26,097 18%

Synovus Financial Corp. SNV Banks 3,219 16.4x 556 17%

Leucadia National Corp. LUK Diversified Financials 9,493 13.8x 1,284 14%

Hartford Financial Services Group Inc. HIG Insurance 15,719 9.6x 2,079 13%

Newcastle Investment Corp. NCT Real Estate 1,610 10.2x 212 13%

Bank of America Corp. BAC Banks 170,060 17.0x 20,656 12%

Knight Capital Group Inc. KCG Diversified Financials 1,053 11.9x 126 12%

FelCor Lodging Trust Inc. FCH Real Estate 1,134 17.1x 119 11%

Legg Mason Inc. LM Diversified Financials 5,438 17.5x 566 10%

E*TRADE Financial Corp. ETFC Diversified Financials 6,067 21.2x 603 10%

(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 4/24/14. Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet.


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

2/4/14 Microsoft

Corporation

MSFT 331,917 1 Microsoft Corp. announced that i ts Board of Directors has appointed Satya Nadel la as Chief Executive Officer and member of the

Board of Directors effective immediately. Nadel la previous ly held the pos i tion of Executive Vice Pres ident of Microsoft's Cloud and

Enterprise group. Since joining the company in 1992, Nadel la has spearheaded major s trategy and technica l shi fts across the

company's portfol io of products and services , most notably the company's move to the cloud and the development of one of the

large cloud infrastructures in the world supporting Bing, Xbox, Office and other services . During his tenure overseeing Microsoft's

Server and Tools Bus iness , the divis ion outperformed the market and took share from competi tors . The company a lso announced

that Bi l l Gates , previous ly Chairman of the Board of Directors , wi l l assume a new role on the Board as Founder and Technology

Advisor, and wi l l devote more time to the company, supporting Nadel la in shaping technology and product di rection. John

Thompson, lead independent di rector for the Board of Directors , wi l l assume the role of Chairman of the Board of Directors and

remain an independent di rector on the Board.

4/26/12 Johnson &

Johnson

JNJ 282,571 1 Johnson & Johnson reported Chairman and CEO Bi l l Weldon transferred respons ibi 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.

11/25/13 Wal-Mart Stores

Inc.

WMT 250,751 1 Wal-Mart Stores Inc. announced that i ts board of directors elected company veteran Doug McMil lon, 47, to succeed Mike Duke, 63,

as pres ident and chief executive officer, effective February 1, 2014. McMil lon was also elected to the company's board of directors ,

effective immediately. Duke wi l l continue serving as chairman of the executive committee of the board and, in the tradition of his

predecessors , s tay on as an advisor to McMil lon for one year. The company plans to make an announcement on McMil lon's

successor as CEO of Walmart International by the end of the fi sca l year.

5/23/13 Procter & Gamble

Co.

PG 220,302 1 Procter & Gamble Co. announced that Alan George "A.G." Lafley has rejoined the company as Pres ident and Chief Executive Officer,

effective immediately. He has also been elected to the Board of Directors and wi l l serve as i ts Chairman. Mr. Lafley joined Procter

& Gamble in 1977 and served as Pres ident and Chief Executive Officer from 2000 to 2009. He succeeds Robert A. "Bob" McDonald,

who is reti ring from the Company on June 30, 2013, after 33 years of service.

10/16/12 Citigroup, Inc. C 145,875 1 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 unanimous ly 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 tutional 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 .

3/4/14 QUALCOMM

Incorporated

QCOM 135,989 1 Qualcomm Incorporated announced the management trans i tion of Steve Mol lenkopf to chief executive officer and Dr. Paul E.

Jacobs to executive chairman of the Board of Directors during the company's 2014 Annual Meeting of Stockholders . As CEO,

Mol lenkopf wi l l assume overa l l respons ibi l i ty for the company, including al l l ines of bus iness and al l functional groups in the

company. In his role as executive chairman, Dr. Jacobs wi l l help guide the development of new technology and the company's long-

term opportunities . During Dr. Jacobs ' tenure as CEO, he guided the company through extraordinary growth. Prior to his role as

Pres ident and COO, Mol lenkopf led the company's chipset bus iness , overseeing the launch of 4G technology and making the

company mobi le chipset suppl ier and a global leader in LTE technology.

11/19/12 Intel Corp. INTC 133,314 1 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 internal and

external candidates for the job.

10/24/12 Visa Inc. V 133,131 1 On October 24, 2012, Visa , 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 chairman during the remaining term of his

employment, which expires March 31, 2013, after which the company’s board of directors intends to select an independent director

as chairperson. Mr. Scharf i s currently a Managing Director at One Equity Partners and brings to the company experience in reta i l

banking, global financia l management and as a chief executive officer. Scharf i s a former director of Visa Inc. and its predecessor

Visa U.S.A.

3/13/13 Phi l ip Morris Int'l ,

Inc.

PM 132,745 1 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

also nominated for election to the Board of Directors at the Annual Meeting. Louis Cami l leri , PMI's current Chairman and Chief

Executive Officer, wi l l remain as Chairman of the Board and as an employee of the company.

6/18/12 McDonald's Corp. MCD 98,367 1 McDonald's Corp. announced promotion of Donald Thompson to Pres ident and Chief Executive Officer, effective July 1, 2012.

4/4/12 ConocoPhi l l ips COP 90,928 1 In connection with the separation of ConocoPhi l l ips ' downstream bus iness through a dividend of a l l Phi l l ips 66 common stock to

ConocoPhi l l ips stockholders (the Spin-Off), Mr. James J. Mulva wi l l reti re as Chairman, Pres ident and CEO of ConocoPhi l l ips and

each of Messrs . Kenneth M. Duberstein and Harold W. McGraw III 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 conditioned 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.

5/24/12 Amgen Inc. AMGN 90,024 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 Chairman 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 Directors to elect Bradway Chairman of the Board

when Sharer reti res from that pos i tion at the end of 2012. * SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle.

Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet. Market cap. as of 4/22/2014.


Companies with a Recent Change in CEO Position (continued)

Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


2/6/14 Union Paci fic

Corporation

UNP 87,000 1 Union Paci fic Corporation announced that James R. Young, Executive Chairman of the Board, and a named executive officer of the

company reti red as an executive officer of the company, effective January 31, 2014. He wi l l continue to serve as the non-executive

Chairman of the Board. Mr. John J. Kora leski wi l l remain Chief Executive Officer and Pres ident of the Company.

2/14/13 Occidenta l

Petroleum Corp.

OXY 77,155 1 Occidenta l 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 internal and external candidates to succeed Pres ident and Chief Executive Officer,

Stephen I. Chazen, with 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 77,028 1 The company announced that at i ts annual meeting of stockholders held on May 17, 2012, Mr. Martin J. Barrington succeeded Mr.

Szymanczyk as company's Chairman 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 Chairman and CEO of Altria and 12 years as Pres ident and CEO of

Phi l ip Morris USA Inc. (PM USA). The company also have elected Dave Beran to work with Marty as Pres ident and Chief Operating

Officer. Marty and Dave have made s igni ficant contributions in a variety of roles over the years .

1/2/13 UnitedHealth

Group

Incorporated

UNH 74,851 1 Brandon Cuevas has been named CEO of UnitedHealthcare's Cal i fornia health plan serving employers and individuals . In his new

role, Cuevas wi l l lead UnitedHealthcare's commercia l bus iness , which offers Cal i fornia employers and their employees health

benefi t plans and wel lness programs. Previous ly, Cuevas served as West Region CFO of UnitedHealthcare's Employer & Individual

bus iness .

7/8/13 El i Li l ly and

Company

LLY 64,040 1 El i Li l ly and Company announced that John C. Lechlei ter, Ph.D., has returned to his duties as chairman, pres ident, and chief

executive officer. Lechlei ter has been on medica l leave s ince his scheduled surgery for a di lated aorta on May 13, 2013. Lechlei ter's

surgery and recovery were success ful and he has been cleared by his personal phys ician and the company's employee health

services phys ician to return to ful l -time work.

11/7/13 pricel ine.com

Incorporated

PCLN 63,970 1 The Pricel ine Group announced the promotion of Darren Huston, 47, to Pres ident and Chief Executive Officer. The promotion wi l l

spl i t the roles of Chief Executive Officer and Chairman and Jeffery H. Boyd, who has been Pres ident and Chief Executive Officer of

The Pricel ine Group s ince 2002, wi l l remain as Chairman of The Pricel ine Group's Board of Directors . Mr. Huston wi l l join The

Pricel ine Group's Board of Directors . Mr. Huston's promotion and appointment to the Board of Directors wi l l be effective January 1,

2014. Mr. Huston is Chief Executive Officer of Booking.com B.V. Since January 2013, Mr. Huston has also been respons ible for

overseeing certa in aspects of the Group's international bus iness , including inter-brand relations , dis tribution, and geographic

expans ion.

7/1/13 EOG Resources ,

Inc.

EOG 55,895 1 EOG Resources , Inc. announced that in connection with the promotion of Wi l l iam R. Thomas to the pos i tion 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.

6/18/13 Duke Energy

Corporation

DUK 51,390 2 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 also 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.

12/11/13 Genera l Motors

Company

GM 51,345 1 Genera l Motors has named Mary Barra as i ts next chief executive officer, making her the fi rs t woman to lead a

major global automaker. Barra , 51, joined Genera l Motors 33 years ago as a col lege intern. She wi l l succeed Dan Akerson. She

managed global human resources for the automaker, most recently, GM's worldwide product development group.

6/28/12 Lockheed Martin

Corp.

LMT 49,357 2 Lockheed Martin Corporation announced that i ts board of directors has unanimous ly voted to establ ish the new pos ition of vice

chairman, electing Pres ident and Chief Operating Officer Chris topher E. Kubas ik as a board member and vice chairman, 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 approval by

the board, Stevens wi l l remain chairman 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 office of the chairman 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.

9/20/12 VMware, Inc. VMW 45,251 2 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-genera l 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 , Visual ization and Storage products .

2/14/13 The PNC Financia l

Services Group,

Inc.

PNC 45,208 2 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 chairman effective at the Annual Meeting of Shareholders on Apri l 23, 2013. The board acted in

response to Rohr's des i re 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.

7/3/12 NextEra Energy,

Inc.

NEE 41,912 2 On June 27, 2012, the board of directors 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 directorship. 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 officer 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.

10/15/13 Time Warner

Cable Inc.

TWC 38,470 2 Robert D. Marcus is Pres ident and COO and a director of Time Warner Cable Inc. (TWC). He oversees Res identia l Services , serving

more than 14.7 mi l l ion customers in 29 states ; Bus iness Services , serving more than 579,000 smal l , medium and enterprise s ized

bus inesses ; Media Services , the company's advertis ing arm; and Technology and Network Operations . TWC has announced that,

effective January 1, 2014, Mr. Marcus wi l l become its Chairman and Chief Executive Officer. Prior to assuming his current pos i tion in

December 2010, Mr. Marcus was Senior Executive Vice Pres ident and Chief Financia l Officer of TWC and in this pos i tion

orchestrated the company's spinoff from Time Warner Inc. in 2009. Mr. Marcus joined TWC in August 2005 as Senior Executive Vice

Pres ident, overseeing corporate groups including mergers and acquis i tions , bus iness affa i rs , programming and human resources .

* SIM = our proprietary Stock Idea Model, which ranks companies based on 5 weighted factors depending on the economic cycle.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


6/7/12 Genera l Dynamics

Corp.

GD 38,182 2 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 chairman 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

chairman 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.

9/17/12 Yahoo! Inc. YHOO 36,658 2 Yahoo! Inc. has appointed Marissa Mayer as pres ident, CEO and member of the board of directors . Most recently, Ms. Mayer was

respons ible for Local , Maps , and Location Services for Google, the company's sui te of loca l 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.

11/18/12 Il l inois Tool

Works Inc.

ITW 36,617 2 Il l inois Tool Works Inc. announced that i ts Chairman & 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 chairman 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 also been elected to ITW's board of directors . Mr. Santi was elected pres ident and chief

operating officer in October. At that time, he also 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 also serves as a director of W.W. Grainger Inc. Robert S. Morrison, 70, has been elected non-

executive chairman of the board of directors . He was named acting non-executive chairman in October and has been an

independent director s ince 2003. Robert S. Morrison, 70, reti red as Vice Chairman of Peps iCo Inc., a beverage and food products

company, having served in that pos i tion from 2001 to 2003.

2/27/14 National Oi lwel l

Varco, Inc.

NOV 35,230 2 National Oi lwel l Varco, Inc. announced that Clay C. Wi l l iams has been appointed as Pres ident and Chief Executive Officer of the

company, effective immediately. Mr. Merri l l A. "Pete" Mi l ler, Jr. elected to step down early as Chief Executive Officer but wi l l remain

as Executive Chairman. Mr. Mi l ler wi l l s tep down as the company's Executive Chairman s imultaneous with the completion of the

spin off in order to become the Executive Chairman of that publ icly traded dis tribution company. Mr. Wi l l iams has served as a

member of the company's Board of Directors s ince November 2013 and as the company's Pres ident and Chief Operating Officer

s ince December 2012. He previous ly served as the Company's Executive Vice Pres ident and Chief Financia l Officer.

7/10/13 Sprint Corporation S 33,793 2 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 is ting 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, Chairman and CEO of

SoftBank wi l l serve as Chairman 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 Chairman and as member of compensation committee.

7/24/13 Johnson Controls

Inc.

JCI 32,039 2 Johnson Controls announced that i ts board of directors has elected Alex A. Mol inarol i , vice chairman, to serve as the company's

next pres ident and chief executive officer effective October 1, 2013, at which time he wi l l join the board of di rectors . Mol inarol i was

a lso elected chairman of Johnson Controls effective January 1, 2014. Mol inarol i succeeds current CEO Stephen A. Roel l . Roel l wi l l

remain chairman 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 bus iness in 1983. During his 30 years with the company, he has held pos i tions of increas ing

respons ibi l i ty and was elected a corporate officer in 2004.

1/15/14 Raytheon Co. RTN 31,293 2 Raytheon Co. announced that i ts Board of Directors has elected Dr. Thomas A. Kennedy, age 58, to serve as the Chief Executive

Officer of Raytheon company, effective March 31, 2014. Dr. Kennedy wi l l succeed Wil l iam H. Swanson, who has served as the Chief

Executive Officer of Raytheon Company s ince 2003, and who advised the Board of his intention to step down from his pos i tion as

Chief Executive Officer in March, fol lowing his 65(th) birthday in February. The Raytheon Board of Directors a lso elected Dr. Kennedy

to serve on the Raytheon Company Board of Directors , effective January 15, 2014. Dr. Kennedy has served as executive vice pres ident

and chief operating officer of Raytheon s ince Apri l 2013.

3/3/14 Valero Energy

Corporation

VLO 30,286 2 Valero Energy Corporation announced that Bi l l Klesse, 67, has chosen to step down as Chief Executive Officer effective May 1.

Klesse wi l l remain a Valero director and Chairman of the Board. Joe Gorder, 56, who was named Valero's Pres ident and Chief

Operating Officer in 2012, was elected to the role of CEO effective May 1 and has also been elected a director by the Board of

Directors . Gorder wi l l join Valero's Board of Directors immediately. Klesse became CEO in 2005 and was named Chairman of the

Board in 2007. He has spent his enti re 45-year career with Valero and i ts predecessor companies .

6/25/13 Carniva l

Corporation

CCL 29,036 2 Carniva l Corporation announced its plan to spl i t the roles of chairman 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 goals whi le working directly with the

operating brand executives .

8/29/12 Wel lPoint Inc. WLP 27,623 3 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 lso announced that Jackie M. Ward, Wel lPoint's Lead Director, has been named the Non-Executive

Chair of the Board of Directors effective immediately.

9/21/12 Marsh &

McLennan

Companies , Inc.

MMC 26,480 3 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 Officer, has been

named Duperreault'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 Directors . Glaser

wi l l join the Board as a Director effective January 1, 2013. Duperreault i s 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.

6/13/13 Marathon Oi l

Corporation

MRO 25,350 3 Clarence P. Caza lot, Jr, chairman, 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. Caza lot wi l l continue as executive chairman through

December 31, 2013. The Marathon Oi l board of di rectors has elected Lee M. Ti l lman to the board of di rectors 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 .





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


9/26/13 Air Products &

Chemica ls Inc.

APD 25,225 3 Air Products appointed Sei fi Ghasemi, Edward L. Monser and Matthew Paul l as independent directors to i ts Board of Directors and

wi l l commence a search to identi fy a successor to chairman and CEO John E. McGlade, who wi l l reti re in 2014. Mr. Ghasemi is

currently chairman and chief executive officer of Rockwood Holdings Inc. Mr. Monser is currently pres ident and chief operating

officer of Emerson Electric Co. Mr. Paul l was unti l recently the lead independent director of Best Buy Co. and chairman of the

Board's Finance Committee. Mr. Paul l currently serves as a director of KapStone Paper and Packaging Corporation and WMS

Industries Inc. and as a member of the Advisory Board of Pershing Square Capita l Management, L.P. The company said that

McGlade wi l l continue to serve as chairman and CEO during the search process and then as chairman for an agreed-upon

trans i tion period in 2014. The incoming CEO wi l l a lso join the Board as a di rector.

9/10/13 Forest

Laboratories Inc.

FRX 24,871 3 Forest Laboratories Inc. announced that Brenton L. Saunders , 43, the former Chief Executive Officer of Bausch + Lomb, has been

appointed Forest's Chief Executive Officer and Pres ident, effective October 1, 2013. Mr. Saunders , who wi l l succeed Howard

Solomon, has served as a Forest director s ince August 2011. He is currently Chairman of the Board's Compensation Committee and

is a member of i ts Compl iance Committee and wi l l s tep down from those roles on becoming CEO and Pres ident. As previous ly

announced, Mr. Solomon wi l l remain non-executive Chairman of the Board through the company's 2014 Annual Meeting of

Stockholders (AMS). Mr. Saunders is expected to also become Chairman of the Board at that time. In addition to his service as a

Forest di rector, Mr. Saunders served as Chief Executive Officer of Bausch + Lomb from 2010 to August, 2013.

8/15/13 Appl ied Materia ls ,

Inc.

AMAT 23,446 3 Appl ied Materia ls , Inc. announced that i ts Board of Directors has appointed Gary E. Dickerson as pres ident and chief executive

officer (CEO) and Michael R. Spl inter as executive chairman of the Board of Directors , effective September 1, 2013. Mr. Dickerson

also was elected a member of the Board of Directors , effective at the same time. Mr. Dickerson is currently pres ident of Appl ied

Materia ls and succeeds Mr. Spl inter who has served as the company's CEO s ince 2003. Dickerson served for seven years as CEO of

Varian Semiconductor Equipment Associates , Inc. Mike Spl inter was named pres ident and chief executive officer of Appl ied

Materia ls and a member of i ts board of directors in 2003, and became chairman of the board in 2009. Mr. Spl inter is a 40-year

veteran of the semiconductor industry and has led Appl ied to record revenue and profi ts during his tenure as CEO.

11/13/13 Intercontinenta lEx

change Group, Inc.

ICE 23,440 3 Intercontinenta lExchange Group, Inc. announced the completion of acquis i tion of NYSE Euronext. The new management team wil l

be Jeffrey C. Sprecher wi l l serve as Chairman and CEO; Chuck Vice wi l l serve as Pres ident and COO; Scott Hi l l wi l l serve as CFO; David

Goone wi l l serve as Chief Strategy Officer; Johnathan Short wi l l serve as Genera l Counsel & Corporate Secretary; Edwin Marcia l wi l l

serve as Chief Technology Officer; Mark Wassersug wi l l serve as SVP, Operations ; Kel ly Loeffler wi l l serve as SVP, Corporate

Communications , Marketing, and Investor Relations ; Mayur Kapani wi l l serve as SVP, Derivatives Trading Systems Technology; Suni l

Seshardi wi l l serve as Chief Information Securi ty Officer; Doug Foley wi l l serve as SVP, HR & Adminis tration; Martin Hunter wi l l

serve as SVP, Tax & Treasurer; Andrew Surdykowski wi l l serve as SVP, Associate Genera l Counsel & Ass is tant Corporate Secretary;

Dean Mathison wi l l serve as Chief Accounting Officer; Duncan L. Niederauer wi l l be Pres ident; Chris Edmonds , currently Pres ident,

ICE Clear Credit & TCC, wi l l become Senior Vice Pres ident, Financia l Markets ; and Thomas W. Farley, currently SVP, Financia l

Markets at ICE, wi l l become COO, NYSE. The company also announced four members of the NYSE Euronext Board of Directors have

joined the Board of Directors of Intercontinenta lExchange Group, Inc, which now has 14 members : Sylva in Hefes , Jan-Michiel

Hessels , James J. McNulty, Robert G. Scott.

12/16/13 PACCAR Inc. PCAR 23,338 3 PACCAR Inc. announced that i ts Board of Directors elected Ronald E. Armstrong as chief executive officer and Mark C. Pigott as

executive chairman of the Board of Directors , effective Apri l 27, 2014. Mr. Armstrong was also elected a member of the Board of

Directors , effective on the same date. Mr. Armstrong is currently pres ident of PACCAR and succeeds Mr. Pigott who has served as the

company's chief executive officer and chairman s ince 1997. The Board of Directors a lso elected Robert J. Chris tensen as pres ident

and chief financia l officer, effective Apri l 27, 2014. Mr. Chris tensen has worked at PACCAR for 30 years and is currently executive vice

pres ident and chief financia l officer. Mr. Armstrong has been with PACCAR for twenty years . Prior to PACCAR, he was a senior

manager with Ernst & Young where he worked for s ixteen years . Mr. Pigott's 35 years with PACCAR has seen the company develop

into a global technology industry leader.

10/17/13 The Kroger Co. KR 22,962 3 On October 17, 2013, The Kroger Co. announced that Michael L. El l i s , 55, wi l l be named Pres ident and Chief Operating Officer,

effective January 1, 2014, replacing Rodney McMul len, who is set to become chief executive on the same day. Mr. El l i s i s a current

executive officer of the company.

9/10/12 Western Digi ta l

Corp.

WDC 21,825 3 Western Digi ta l Corp. announced that Steve Mi l 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, i s 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 igan 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 this 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 officer from December 2009 unti l

Western Digi ta l 's acquis i tion of HGST in March 2012.

10/7/13 HCA Holdings , Inc. HCA 21,725 3 HCA announced that Wi l l iam B. Rutherford wi l l become Chief Financia l Officer and Executive Vice Pres ident of the Company,

effective January 1, 2014. Rutherford wi l l succeed R. Mi l ton Johnson as CFO when Johnson, HCA's Pres ident and CFO, becomes

Pres ident and CEO at the end of the year. The Company announced in July that Richard M. Bracken would reti re as CEO at the end of

2013. Rutherford, 49, currently serves as Chief Operating Officer of HCA's Phys ician Services Group, helping to provide leadership

overs ight of phys ician employment, recrui ting and practice management for over 3,000 providers . As CFO, Rutherford wi l l have

management respons ibi l i ty for the Company's Treasury Department, Office of the Control ler, Information Technology, Government

Programs, and Strategic Resource Group.

1/10/13 SunTrust Banks ,

Inc.

STI 20,963 3 SunTrust announced that Margaret Ca l 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, after a 36-year career with the company. Cal l ihan, who has served

as Sarasota-based pres ident and chief executive of SunTrust Bank, Southwest Florida s ince 2005, wi l l relocate to South Florida.

7/11/13 McGraw Hi l l

Financia l , Inc.

MHFI 20,788 3 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 also 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 Ci tibank, N. A.

3/21/13 CenturyLink, Inc. CTL 20,106 3 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.


Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet. Market cap. as of 4/22/2014. .



Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


12/19/12 SIRIUS XM Radio

Inc.

SIRI 19,630 3 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 lso be elected a member of the board of directors . The

amendment also: 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 his contributions in an amount determined by

the compensation committee. Mr. Meyer has served as the company's Pres ident, Operations and Sales , s ince May 2004. 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 .

9/20/12 Tyco Int'l Ltd. TYC 19,607 NA 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 Officer, 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.

2/27/13 Vornado Realty

Trust

VNO 18,955 4 Vornado Realty Trust announced that Michael D. Fasci tel l i has res igned as the company's Pres ident and Chief Executive Officer,

effective Apri l 15, 2013. Steven Roth, the company's Chairman, was appointed by the Board of Trustees as Chief Executive Officer.

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.

1/29/13 Chesapeake

Energy Corp.

CHK 18,903 4 Chesapeake Energy Corporation announced that i ts Co-founder, Chief Executive Officer 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.

10/3/13 HCP, Inc. HCP 18,571 3 HCP, Inc. announced the election of Laura lee Martin to the pos i tion of Pres ident and Chief Executive Officer of HCP by the Board of

Directors . She has served on HCP's Board of Directors for five years and has left her pos i tion as Chief Executive of the Americas

divis ion of Jones Lang LaSal le, Incorporated. The Board also elected Michael D. McKee the company's lead director, as Non-

Executive Chairman. They succeed James F. Flaherty III , who has been terminated as Chairman, Pres ident and CEO. He remains a

member of the Board of Directors . Kenneth B. Roath, HCP's Chairman Emeritus and the company's fi rs t Pres ident in 1985 before i t

went publ ic, informed the board last week of his decis ion to step down from the Board. From 1988-2003, he was HCP's CEO and

Chairman of the Board. McKee is CEO of Bental l Kennedy (U.S.). Martin joined Jones Lang LaSal le as Chief Financia l Officer in 2002,

and was appointed to the additional pos i tion of COO in 2005. She joined the Board of Directors later that year.

3/11/13 Boston Properties

Inc.

BXP 18,054 4 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 Chairman of the Board of Lehman Brothers Holdings

Inc. Mr. Thomas also 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 Officer of Morgan Stanley As ia Ltd.

6/15/12 Mead Johnson

Nutri tion Company

MJN 17,204 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 stockholders . 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.

11/6/13 Nielsen Holdings

N.V.

NLSN 17,076 4 Nielsen Holdings N.V. announced that effective January 1, 2014, Dwight M. (Mitch) Barns wi l l succeed David L. Calhoun as Chief

Executive Officer, reporting to the board of directors . Barns is a 28-year marketing veteran who has spent the last 16 years at

Nielsen bui lding broad experience in the company's core bus inesses global ly, regional ly and in the U.S. Calhoun wi l l become

Executive Chairman of the Board of Directors , at which time Nielsen's current Chairman of the Board, James M. Ki l ts , wi l l s tep down

as Chairman, but wi l l remain a board member. In his new capaci ty as Executive Chairman of the Board, Calhoun wi l l remain

actively engaged in the bus iness , providing counsel to Barns and other executives into 2015. Calhoun has assured the Board that

any new endeavor he takes on wi l l accommodate this commitment. He wi l l remain a substantia l owner of Nielsen equity

purchased and earned by him whi le CEO.

3/29/13 Analog Devices ,

Inc.

ADI 16,658 4 On March 29, 2013, the board of directors of Analog Devices , Inc. appointed Vincent T. Roche as Interim Chief Executive Officer,

pursuant to the company’s by-laws, fol lowing the death of Jera ld 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, sa les and

strategic market segments group from 2009 to November 2012, and was the company’s VP, worldwide sa les from 2001 to 2009.

11/26/13 Consol idated

Edison Inc.

ED 16,650 4 Consol idated Edison Inc. and Consol idated Edison Co. of New York Inc. announced John McAvoy wi l l succeed Kevin Burke as

Pres ident and Chief Executive Officer of Con Edison and Chief Executive Officer of CECONY and Mr. Burke wi l l continue to serve as

Chairman of the Board of Directors of Con Edison and the Board of Trustees of CECONY. On November 21, 2013, the Board of

Directors and the Board of Trustees appointed Mr. McAvoy as a member of each Board and their respective Executive Committees ,

effective December 26, 2013.

11/16/12 Nucor Corp. NUE 16,629 4 Daniel R. DiMicco, who in more than 12 years as Chief Executive Officer of Nucor Corporation announced that, he is 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 wi l l remain with the company as Executive Chairman.

6/16/13 Weyerhaeuser Co. WY 16,602 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, Ful ton wi l l serve as executive vice chairman of the Weyerhaeuser board of di rectors unti l

his reti rement in October 2013.

7/19/13 SeaDri l l Limited SDRL 15,434 4 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.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


4/2/12 Fidel i ty National

Information

Services , Inc.

FIS 15,259 4 Fidel i ty National Information Services , Inc. announced that i ts Board of Directors has elected Frank Marti re as chairman of the

board and chief executive officer. The company also 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' chairman 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 .

8/18/12 Ross Stores Inc. ROST 14,741 4 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 Balmuth, Vice Chairman and Chief Executive Officer, extending

through May 2016. The agreement ca l l s for Mr. Balmuth 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. Balmuth wi l l remain an executive officer and an employee of the company with respons ibi l i ty for

ass is ting in the trans i tion of the incoming Chief Executive Officer and advis ing senior management on s trategy.

11/20/12 Green Mountain

Coffee Roasters

Inc.

GMCR 14,677 4 Green Mountain Coffee Roasters Inc. announced Brian Kel ley wi l l become Pres ident and CEO and a member of the Board of

Directors 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.

11/15/12 BorgWarner Inc. BWA 14,449 4 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 chairman and

chief executive officer, Timothy M. Manganel lo, 62, wi l l continue as executive chairman 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 also 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 chairman.

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 officer. 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.

4/10/12 Northeast Uti l i ties NU 14,445 4 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 natura l 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.

3/20/14 Symantec

Corporation

SYMC 14,246 4 Symantec Corp. announced that i ts board of directors has appointed board member Michael Brown as interim pres ident and chief

executive officer, effective immediately. This appointment fol lows the termination of Steve Bennett as the company's pres ident

and chief executive officer and his res ignation from Symantec's board of directors . Mr. Brown joined Symantec's board of directors

fol lowing the company's merger with VERITAS Software in July 2005, and previous ly served as chairman and chief executive officer

of Quantum Corporation.

12/23/13 Coach, Inc. COH 13,744 5 On December 23, 2013, Coach, Inc. announced that as contemplated by its previous publ ic announcements , Lew Frankfort, the

company's Chief Executive Officer and Chairman of the company's Board of Directors , had given notice of his reti rement as Chief

Executive Officer, effective January 1, 2014, and that the Board appointed Mr. Frankfort to the pos i tion of Executive Chairman,

effective January 1, 2014. Concurrently, the Board had appointed Victor Luis , the Company's Pres ident, Chief Commercia l Officer and

member of the Board, to the pos i tion of Chief Executive Officer, effective January 1, 2014. Messrs . Frankfort and Luis wi l l continue

as members of the Board, with Mr. Frankfort remaining as Chairman of the Board.

12/12/12 CA Technologies CA 13,530 5 The Board of Directors 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 a lso 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 also wi l l leave the CA

Technologies Board of Directors effective January 7, 2013. Most recently, Gregoire was chairman, pres ident and chief executive

officer of Ta leo Corp. During his seven years Taleo, Gregoire success ful ly managed an IPO in 2005 and grew revenue from $78

mi l l ion to $324 mi l l ion. Ta leo was acquired early in 2012 by Oracle Corp. for nearly $2 bi l l ion. Before joining Taleo, Gregoire spent

four years at PeopleSoft Inc.

12/20/13 CF Industries

Holdings , Inc.

CF 13,511 5 CF Industries Holdings , Inc. announced that i ts board of directors has elected W. Anthony Wil l to the pos i tion of pres ident and

chief executive officer effective January 2, 2014. The board also has expanded its s ize to nine directors and appointed Wil l to the

board effective January 2, 2014. He wi l l succeed Stephen R. Wi lson as the company's pres ident and chief executive officer effective

January 2, 2014. Wi l l , 48, joined CF Industries in 2007 as the company's fi rs t vice pres ident, corporate development. In 2009, Wi l l

was promoted to his present pos i tion, senior vice pres ident, manufacturing and dis tribution of CF Industries with respons ibi l i ty

for annual production of 15 mi l l ion tons of ferti l i zer and its dis tribution through some 70 locations . In connection with the

trans i tion in leadership, the company announced the fol lowing real ignment of respons ibi l i ties : Phi l ipp P. Koch, currently senior

vice pres ident, supply chain, has been named as senior vice pres ident, manufacturing, and wi l l oversee the manufacturing

operations and capaci ty expans ion program; Bert A. Frost, senior vice pres ident, sa les and market development, wi l l have

additional respons ibi l i ty for production planning and dis tribution faci l i ties ; and Chris topher D. Bohn, currently vice pres ident,

corporate planning, wi l l become vice pres ident, supply chain, with respons ibi l i ty for transportation and raw materia ls

procurement.

5/15/13 Eastman Chemica l

Co.

EMN 13,498 5 Eastman Chemica l 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 director,

effective immediately, to serve unti l the annual meeting of stockholders in 2014. Costa, 46, currently heads the company’s

Additives & Functional Products and Advanced Materia ls segments and is Chief Marketing Officer and has respons ibi l i ty for the

company's corporate innovation organization.

1/10/14 ONEOK Inc. OKS 13,224 NA ONEOK Inc. announced that Terry Spencer wi l l become pres ident and CEO of ONEOK and ONEOK Partners LP at the clos ing of the

transaction. He a lso wi l l become a member of the ONEOK board and wi l l remain a member of the ONEOK Partners board. Spencer

succeeds John Gibson, who wi l l reti re after more than seven years as CEO of ONEOK and ONEOK Partners . Gibson wi l l become the

nonexecutive chairman of ONEOK, ONEOK Partners and ONE Gas .

2/10/14 ONEOK Inc. OKE 12,912 5 ONEOK Inc. has completed the separation of i ts natura l gas dis tribution bus iness into a publ icly traded company ca l led ONE Gas

Inc. Terry K. Spencer i s now pres ident and CEO of ONEOK and a member of the ONEOK board of di rectors . Spencer joined ONEOK in

2001 and has held pos i tions of increas ing respons ibi l i ty, including most recently as pres ident of ONEOK and ONEOK Partners .

Spencer succeeds John W. Gibson who reti red after more than seven years as CEO of ONEOK and ONEOK Partners and a lmost 14

years with the company, and becomes non-executive chairman of ONEOK, ONEOK Partners , L.P. and ONE Gas .





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


11/13/13 Juniper Networks ,

Inc.

JNPR 12,821 5 Juniper Networks , Inc. announced Shaygan Kheradpir as i ts chief executive officer, effective from January 1, 2014. Kheradpir

succeeds Kevin Johnson, who in July announced his plan to reti re as CEO. Johnson wi l l remain as a member of the board. Kheradpir

joins Juniper Networks from Barclays PLC, where he served as the chief operations and technology officer, and as a member of i ts

executive committee. Kheradpir Wi l l a lso be appointed to the Board of Directors .

9/6/12 Entergy Corp. ETR 12,668 5 Entergy Corporation announced that J. Wayne Leonard, 61, the company's chairman and chief executive officer, has informed the

board of directors of his decis 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 chairman 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, system planning, wi l l succeed

Denault as executive vice pres ident and CFO. Denault joined Entergy in 1999 as vice pres ident, corporate development.

3/1/13 Newmont Mining

Corp.

NEM 12,462 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 minera ls bus inesses . He was Pres ident and CEO of Rio Tinto Minera ls from 2006 to 2011.

8/21/13 Helmerich &

Payne, Inc.

HP 12,169 5 Helmerich & Payne, Inc. announced that Hans Helmerich, the company’s Chairman and Chief Executive Officer, wi l l reti re from the

pos i tion of CEO as part of a planned success ion, after 33 years of dis tinguished service, 25 of those as CEO. His reti rement wi l l be

effective upon the conclus ion of the Annual Meeting of Stockholders on March 5, 2014. Mr. Helmerich wi l l continue to serve as

Chairman of the Board and wi l l provide consulting services to the company for a three-year period. The company announced that

John W. Lindsay, the company’s current Pres ident and Chief Operating Officer, wi l l succeed Mr. Helmerich as CEO effective upon the

conclus ion of the 2014 Annual Meeting. In addition to the pos i tion of CEO, Mr. Lindsay wi l l a lso continue to serve as the company’s

Pres ident. Mr. Lindsay’s compensation as CEO wi l l be determined at a later date .

2/7/13 Bunge Limited BG 11,840 5 Bunge Limited announced that Alberto Weisser wi l 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 director before June 1. The board also appointed Mr. Weisser as executive chairman, serving unti l December 31, 2013. Mr.

Schroder leads Bunge's bus iness operations in the United States , Canada and Mexico.

8/7/13 Murphy Oi l

Corporation

MUR 11,698 5 Murphy Oi l Corporation announced that the Board of Directors , has named Roger Jenkins to the pos i tion of Pres ident and Chief

Executive Officer, effective August 30, 2013. Jenkins wi l l succeed Steven A. Coss who is stepping down effective the same date. Mr.

Jenkins has a lso been elected to the Board of Directors and the Executive Committee effective August 30, 2013. Mr. Coss wi l l remain

a member of both the Board of Directors and the Executive Committee. Murphy also announced the election of T. Jay Col l ins to

Murphy's Board of Directors effective August 7, 2013.

12/17/12 Garmin Ltd. GRMN 10,969 5 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 chairman of the board of directors whi le a lso providing ongoing support to the company's s trategic planning and bus iness

development processes .

11/20/12 SLM Corp. SLM 10,900 5 SLM Corp. announced that after service spanning more than 30 years , i ts Vice Chairman and Chief Executive Officer Albert L. Lord

wi l l reti re as CEO, Vice Chairman and Director, effective Dec. 31, 2013. The Board of Directors has appointed a search committee to

faci l i tate an effective trans i tion and cons ider identi fied internal candidates , as wel l as qual i fied external candidates .

10/1/12 Molson Coors

Brewing Company

TAP 10,883 5 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

global 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.

11/6/12 Annaly Capita l

Management, Inc.

NLY 10,810 5 Annaly Capita l Management, Inc. announced that i ts Board of Directors 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 Officer and Chief Investment Officer of the company. The Board has also appointed Kevin G.

Keyes to serve as a member of the Annaly Board of Directors , Rose-Marie Lyght to serve as Co-Chief Investment Officer 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.

8/1/13 Rockwel l Col l ins

Inc.

COL 10,600 5 Rockwel l Col l ins announced that i ts board of directors elected company Pres ident Kel ly Ortberg, 53, to the additional role of CEO,

effective immediately. He has also been appointed to the company's board of directors and to the board's executive committee.

Ortberg succeeds Clay Jones , 64, who reti red as CEO after nearly 34 years with the company. Jones wi l l continue as non-executive

chairman. Ortberg, who joined Rockwel l Col l ins in 1987, became pres ident in September 2012. Previous ly, he served as executive

vice pres ident and chief operating officer of Government Systems, where he helped win major program contracts , including

avionics bus iness on the KC-46A, KC-10 and the Embraer KC-390.

10/22/13 Citrix Systems, Inc. CTXS 10,550 5 Ci trix Systems, Inc. has appointed David Henshal l , CFO and executive vice pres ident of operations , as acting CEO. Pres ident and CEO

Mark B. Templeton is taking a temporary leave of absence for fami ly reasons . Mr. Templeton wi l l remain on the company's board

of directors . Henshal l joined the company in 2003 and oversees i ts worldwide finance and operations organizations , including

accounting, s trategic development, financia l planning and analys is , treasury, tax, and investor relations . Most recently, he served

as CFO of Rational Software Corporation.

10/29/13 CenterPoint

Energy, Inc.

CNP 10,532 5 CenterPoint Energy, Inc. announced that David M. McClanahan, 64, wi l l s tep down as pres ident and CEO and as a member of the

company's board of directors , effective December 31. The board of directors has named Scott M. Prochazka, 47, the company's COO

as McClanahan's successor. McClanahan wi l l remain as an officer with the company and specia l advisor to the CEO during the fi rs t

hal f of 2014. McClanahan started his career with CenterPoint Energy's predecessor company, Houston Lighting & Power Company, in

1972. He held various pos i tions of increas ing respons ibi l i ty unti l being named pres ident and CEO in 2001.

2/18/14 Ameren

Corporation

AEE 9,869 1 Ameren Corporation announced that, in connection with the planned reti rement of Chairman and Chief Executive Officer Thomas R.

Voss , i ts Board of Directors decided that, effective immediately, Warner L. Baxter wi l l succeed Voss as Pres ident of Ameren and

that Baxter has been elected to Ameren's Board of Directors . Ameren a lso announced that Baxter wi l l become CEO on Apri l 24, 2014,

at which time Voss wi l l become Executive Chairman. Voss wi l l reti re from Ameren and the Board of Directors on July 1, 2014, and

Baxter i s expected to succeed him as Chairman of the Board on that date. Since 2009, Baxter has served as the Pres ident and CEO of

Ameren Missouri and wi l l remain so unti l a successor i s named. From 2007 to 2009, he was a lso Pres ident and CEO of Ameren

Services Company. Baxter joined Ameren in August 1995 as Ass is tant Control ler. He has a lso served as Senior Vice Pres ident,

Finance and as Vice Pres ident and Control ler.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


4/25/12 Akamai

Technologies , Inc.

AKAM 9,770 1 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 origina l ly appointed pres ident of Akamai in 1999, a ti tle he re-took in

October after the res ignation of David Kenny.

2/20/13 Verisk Analytics ,

Inc.

VRSK 9,713 1 Verisk Analytics , Inc. announced that Scott G. Stephenson, the current Pres ident and COO, has been appointed to the pos i tion 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 levels 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.

11/7/13 Calpine Corp. CPN 9,550 2 As part of a planned leadership trans i tion, the Calpine Corporation Board of Directors has selected Thad Hi l l , the company's

Pres ident and Chief Operating Officer, to succeed Jack Fusco as the company's Chief Executive Officer when, as previous ly

announced, Mr. Fusco assumes the role of Executive Chairman of the Board of Directors fol lowing the company's annual meeting of

shareholders in May 2014. Mr. Hi l l wi l l become respons ible for operations of the company and assume the other duties

customari ly carried out by CEOs immediately fol lowing the Calpine 2014 annual meeting of shareholders next May. He wi l l

continue to serve as Pres ident of the company and wi l l a lso be nominated and wi l l serve as a member of the Board of Directors ,

subject to election by shareholders at the annual meeting of shareholders in May 2014. Mr. Fusco's contract with Calpine was

extended through December 2015. He wi l l continue to serve as Calpine's CEO through the annual meeting of shareholders in May

2014 when he wi l l assume executive leadership of the Board. As Executive Chairman he wi l l continue to work with Mr. Hi l l on

issues important to the company, contribute to the development and communication of the company's long-term strategic plan,

provide industry leadership as a spokesman on publ ic pol icy issues affecting Calpine and the industry, and otherwise ass is t in

helping Calpine continue to create and del iver shareholder va lue.

3/21/14 CONSOL Energy Inc. CNX 9,507 1 CONSOL Energy Inc. announced that J. Brett Harvey, Chairman and Chief Executive Officer, wi l l become Executive Chairman of the

company, and Nicholas J. DeIul i i s , Pres ident, wi l l become Pres ident and Chief Executive Officer of the company. Mr. DeIul i i s has

a lso been nominated for election to the Board of Directors at CONSOL Energy's annual shareholders ' meeting. These executive

management changes wi l l become effective immediately after CONSOL Energy's annual meeting of shareholders on May 7, 2014. In

addition to Mr. Harvey's duties as Chairman of the Board, as Executive Chair, he wi l l , among other things , trans i tion his customer,

financia l and other relationships to Mr. DeIul i i s , ass is t in the shareholder relations effort and provide s trategic ins ight and

guidance to the company.

8/27/13 Waters

Corporation

WAT 9,466 1 Waters Corporation announced that Douglas A. Berthiaume has communicated his intention to reti re as chief executive officer of

the company within the next twenty-four months . The board of directors has appointed a success ion planning committee that wi l l

guide the process of selecting a successor, and plans to engage an executive search fi rm to ass is t in a search which wi l l cons ider

both internal and external candidates .

4/2/12 Celanese Corp. CE 9,431 3 Celanese Corporation announced that Mark C. Rohr has assumed the roles of chairman 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 webs ite 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 chairman of Albemarle Corporation, as wel l as executive chairman of i ts Board. He wi l l be

based at Celanese's corporate headquarters in Dal las , Texas .

12/20/12 Tractor Supply

Company

TSCO 9,425 2 James F. Wright, the current Chairman 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.

3/7/13 Level 3

Communications ,

Inc.

LVLT 8,986 2 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 is t 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 consultation with Mr . Crowe.

10/25/13 B/E Aerospace Inc. BEAV 8,867 3 B/E Aerospace Inc. announced that i ts Board of Directors has appointed Werner Lieberherr, who is currently Pres ident and Chief

Operating Officer of the company, as co-Chief Executive Officer, effective as of January 1, 2014. Werner Lieberherr was appointed

Pres ident and Chief Operating Officer of B/E Aerospace effective December 31, 2010. Mr. Lieberherr joined B/E Aerospace as Senior

Vice Pres ident and Genera l Manager for the Commercia l Aircraft Segment in 2006. Prior to joining B/E Aerospace, Mr. Lieberherr

spent nearly 20 years in the energy industry, leading bus inesses for ABB Ltd. and Alstom S.A. during which time he served in

various senior management pos i tions in Europe, As ia and as Pres ident of ABB Power Generation North America .

5/8/12 CBRE Group, Inc CBG 8,862 2 CBRE Group Inc. announced that i ts chief executive officer Brett White wi l l reti re from his pos i tion, effective December 31, 2012, and

Robert Sulentic, who currently serves as CBRE's Pres ident, wi l l succeed White as of that date. As Pres ident, Sulentic has had direct

respons ibi l i ty for a l 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 fic and

Development Services bus inesses .

9/3/13 Realty Income

Corporation

O 8,802 2 Realty Income Corporation announced that i ts Board of Directors has appointed John P. Case to the pos i tion of Chief Executive

Officer of the company. Mr. Case, who has served as Pres ident and Chief Investment Officer, succeeds Tom A. Lewis , who decided to

reti re as the company's CEO. Mr. Lewis , who had been CEO s ince 1997, wi l l remain at the company unti l early next year to ass is t

with the trans i tion, and wi l l continue to serve as Vice Chairman of the company's Board of Directors . Thomas A. Lewis wi l l serve as

an executive advisor to the Company through January 7, 2014. The Board also appointed Mr. Case to serve as a member of the

Board. Prior to his appointment as Chief Executive Officer, Mr. Case was the Pres ident, Chief Investment Officer of the Company, a

pos i tion he held s ince March 2013.

5/2/12 Genworth

Financia l Inc.

GNW 8,753 4 Genworth Financia l Inc. announced that Michael D. Fra izer, the company's chairman and chief executive officer, has res igned. The

Board has named Martin P. Klein acting chief executive officer and James S. Riepe non-executive chairman of the Board. Klein has

been chief financia l officer 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 Pens ion Solutions Groups at

Lehman Brothers , and as pres ident of Lehman Re. Riepe is a reti red vice chairman and a senior advisor at T. Rowe Price Group Inc.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


4/2/12 Fidelity National

Information Services,

Inc.

FIS 15,259 4 Fidelity National Information Services, Inc. announced that its Board of Directors has elected Frank Martire as chairman of the board and chief executive

officer. The company also announced the promotion of Gary Norcross as president and chief operating officer. These changes are effective immediately.

William P. Foley II, who has served as FIS' chairman since February 2006, will continue to serve on FIS' board of directors as vice chairman. The move will

enable Mr. Foley to devote more time to his other business interests.

8/18/12 Ross Stores Inc. ROST 14,741 4 On August 15, 2012, the Board of Directors of Ross Stores Inc. approved an updated long-term succession plan. This included the company's entry into a

new employment agreement with Michael Balmuth, Vice Chairman and Chief Executive Officer, extending through May 2016. The agreement calls for Mr.

Balmuth to continue as CEO until June 1, 2014, at which time he will cease to be the company's Chief Executive Officer, and will become Executive

Chairman of the Board until May 31, 2016. In his new role as Executive Chairman of the Board, Mr. Balmuth will remain an executive officer and an

employee of the company with responsibility for assisting in the transition of the incoming Chief Executive Officer and advising senior management on

strategy.

11/20/12 Green Mountain

Coffee Roasters Inc.

GMCR 14,677 4 Green Mountain Coffee Roasters Inc. announced Brian Kelley will become President and CEO and a member of the Board of Directors effective December

3, 2012. Kelley will succeed GMCR's current President and CEO, Lawrence J. Blanford, who in February 2012 shared his plans to retire from the company

and has been working with the company's Board of Directors to identify a successor. Mr. Kelley was named President of Coca-Cola Refreshments in

September 2012, to be effective January 1, 2013. Lawrence J. Blanford has been President and CEO of GMCR since assuming the role from the Company's

founder, Bob Stiller, in 2007.

11/15/12 BorgWarner Inc. BWA 14,449 4 BorgWarner Inc. Board of Directors announced the appointment of James R. Verrier, 49, to president and chief executive officer effective January 1, 2013,

at which time he will also join the Board of Directors. Effective on the same date, current chairman and chief executive officer, Timothy M. Manganello,

62, will continue as executive chairman of the company until his planned retirement at the April 24, 2013 annual meeting, at which time he will step down

from the Board. The Board also announced that at the time of Manganello's retirement, the company's present lead director, Alexis P. Michas, will

become non-executive chairman. Verrier has held positions of increasing responsibility during his 23 years with the company. He currently serves as

president and chief operating officer. Previous positions include president and general manager BorgWarner Morse TEC and vice president and general

manager BorgWarner Turbo Systems, passenger car products based in Germany.

4/10/12 Northeast Utilities NU 14,445 4 Northeast Utilities and NSTAR announced that their merger is complete, creating one of the nation's largest utilities with six regulated electric and natural

gas utilities serving 3.5 million customers in three states. Upon the closing of the merger, Thomas J. May became president and CEO of the company, and

Mr. Charles W. Shivery resigned as President and Chief Executive Officer of the company and will continue to serve as non-executive Chairman of

Northeast Utilities for a period of up to 18 months from the completion of the Merger. Previously, Mr. May served as Chairman, President and Chief

Executive Officer of NSTAR.

3/20/14 Symantec

Corporation

SYMC 14,246 4 Symantec Corp. announced that its board of directors has appointed board member Michael Brown as interim president and chief executive officer,

effective immediately. This appointment follows the termination of Steve Bennett as the company's president and chief executive officer and his

resignation from Symantec's board of directors. Mr. Brown joined Symantec's board of directors following the company's merger with VERITAS Software

in July 2005, and previously served as chairman and chief executive officer of Quantum Corporation.

12/23/13 Coach, Inc. COH 13,744 5 On December 23, 2013, Coach, Inc. announced that as contemplated by its previous public announcements, Lew Frankfort, the company's Chief Executive

Officer and Chairman of the company's Board of Directors, had given notice of his retirement as Chief Executive Officer, effective January 1, 2014, and

that the Board appointed Mr. Frankfort to the position of Executive Chairman, effective January 1, 2014. Concurrently, the Board had appointed Victor

Luis, the Company's President, Chief Commercial Officer and member of the Board, to the position of Chief Executive Officer, effective January 1, 2014.

Messrs. Frankfort and Luis will continue as members of the Board, with Mr. Frankfort remaining as Chairman of the Board.

12/12/12 CA Technologies CA 13,530 5 The Board of Directors 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 also was elected to the CA Technologies Board of

Directors. He will succeed William E. McCracken, 70, who has served as CA Technologies chief executive officer since January, 2010 and who is retiring

effective March 31, 2013. McCracken also will leave the CA Technologies Board of Directors effective January 7, 2013. Most recently, Gregoire was

chairman, president and chief executive officer of Taleo Corp. During his seven years Taleo, Gregoire successfully managed an IPO in 2005 and grew

revenue from $78 million to $324 million. Taleo was acquired early in 2012 by Oracle Corp. for nearly $2 billion. Before joining Taleo, Gregoire spent four

years at PeopleSoft Inc.

12/20/13 CF Industries

Holdings, Inc.

CF 13,511 5 CF Industries Holdings, Inc. announced that its board of directors has elected W. Anthony Will to the position of president and chief executive officer

effective January 2, 2014. The board also has expanded its size to nine directors and appointed Will to the board effective January 2, 2014. He will succeed

Stephen R. Wilson as the company's president and chief executive officer effective January 2, 2014. Will, 48, joined CF Industries in 2007 as the company's

first vice president, corporate development. In 2009, Will was promoted to his present position, senior vice president, manufacturing and distribution of

CF Industries with responsibility for annual production of 15 million tons of fertilizer and its distribution through some 70 locations. In connection with the

transition in leadership, the company announced the following realignment of responsibilities: Philipp P. Koch, currently senior vice president, supply

chain, has been named as senior vice president, manufacturing, and will oversee the manufacturing operations and capacity expansion program; Bert A.

Frost, senior vice president, sales and market development, will have additional responsibility for production planning and distribution facilities; and

Christopher D. Bohn, currently vice president, corporate planning, will become vice president, supply chain, with responsibility for transportation and raw

materials procurement.

5/15/13 Eastman Chemical Co. EMN 13,498 5 Eastman Chemical Company announced that the board of directors has appointed executive vice president Mark J. Costa as president effective

immediately and chief executive officer effective January 1, 2014. The board also appointed Costa as a director, effective immediately, to serve until the

annual meeting of stockholders in 2014. Costa, 46, currently heads the company’s Additives & Functional Products and Advanced Materials segments and

is Chief Marketing Officer and has responsibility for the company's corporate innovation organization.

2/10/14 ONEOK Inc. OKE 12,912 5 ONEOK Inc. has completed the separation of its natural gas distribution business into a publicly traded company called ONE Gas Inc. Terry K. Spencer is

now president and CEO of ONEOK and a member of the ONEOK board of directors. Spencer joined ONEOK in 2001 and has held positions of increasing

responsibility, including most recently as president of ONEOK and ONEOK Partners. Spencer succeeds John W. Gibson who retired after more than seven

years as CEO of ONEOK and ONEOK Partners and almost 14 years with the company, and becomes non-executive chairman of ONEOK, ONEOK Partners,

L.P. and ONE Gas.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


8/2/13 Rock-Tenn

Company

RKT 7,127 1 RockTenn announced that Jim Rubright wi l l reti re as chief executive officer and a director on Oct. 31, 2013. Steve Voorhees , chief

operating officer of RockTenn, wi l l become chief executive officer upon Rubright's reti rement. Voorhees joined RockTenn as chief

financia l officer in 2000 and became chief financia l officer and chief adminis trative officer in 2008, and pres ident and chief

operating officer in January 2013. Ward Dickson wi l l join RockTenn on Sept. 16, 2013, as executive vice pres ident and chief financia l

officer with respons ibi l i ty for finance, information technology and procurement. Dickson currently serves as senior vice pres ident

of finance for the global sa les and service organization of Cisco Systems.

12/12/12 Endo Health

Solutions Inc.

ENDP 7,098 3 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.

5/4/12 Firs t Solar, Inc. FSLR 7,077 1 Fi rs t Solar, Inc. announced that James Hughes has been appointed Chief Executive Officer. Hughes succeeds Mike Ahearn, Fi rs t

Solar's founder and Chairman, who has been serving as interim CEO since Oct. 2011. Hughes joined Firs t Solar in March as Chief

Commercia l Officer. Ahearn wi l l continue in his role as Chairman of the Board. Before joining Firs t Solar, he served as the CEO of

AEI.

5/26/12 Rite Aid Corp. RAD 7,042 1 Ri te Aid Corp. announced that i ts board of directors 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 s tockholder 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.

4/25/12 Torchmark Corp. TMK 7,027 2 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 Officer. Mr. McAndrew

wi l l continue to serve in an executive capaci ty as Chairman 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.

12/6/12 Hubbel l Inc. HUBB 6,986 1 On December 4, 2012, the Board of Directors 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 Chairman 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 also 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 severa l senior leadership pos i tions , including Vice Pres ident-Finance and Chief

Financia l Officer at Hami l ton Sunstrand Corporation, a United Technologies company.

3/17/14 Digi ta l Realty

Trust Inc.

DLR 6,863 1 Digi ta l Realty Trust Inc. announced that Michael F. Foust has departed as Chief Executive Officer, effective immediately. The board

has appointed A. Wi l l iam Stein, Chief Financia l Officer and Chief Investment Officer, to serve as Interim Chief Executive Officer. The

board has a lso establ ished a Trans i tion Committee, comprised of independent board members Wi l l iam G. LaPerch and Robert H.

Zerbst, to ensure a smooth trans i tion. Mr. Foust wi l l continue to serve as a member of the board of di rectors unti l the company's

annual meeting in Apri l 2014, but wi l l not s tand for re-election.

6/11/13 PetSmart, Inc. PETM 6,843 1 Bob Moran, Chairman and Chief Executive Officer, wi l l not s tand for election as a di rector 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.

2/12/14 Diamond Offshore

Dri l l ing, Inc.

DO 6,763 1 Diamond Offshore Dri l l ing, Inc. appointed Marc Edwards as Pres ident and Chief Executive Officer and as a member of the Board of

Directors , effective March 3, 2014. Mr. Edwards succeeds Lawrence Dickerson, who announced his intent to reti re in September 2013

after a lmost 30 years of continuous service to the company. Prior to joining Diamond Offshore, Mr. Edwards spent a lmost his enti re

career at Hal l iburton Company. Starting as a field engineer in Kuwait in 1984, his career took him across the globe with

progress ively greater management respons ibi l i ties ; as a member of Hal l iburton's Executive Committee, he most recently served as

Senior Vice Pres ident, respons ible for the Completion and Production Divis ion.

2/20/13 ResMed Inc. RMD 6,740 2 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, chairman of the board and founder, Dr. Farrel l , wi l l become executive chairman. Together, Mr. Farrel l and

Mr. Douglas wi l l comprise 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 ca lendar year 2013, when he wi l l trans i tion to non-executive chairman.

8/16/12 MDU Resources

Group Inc.

MDU 6,736 1 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 unanimous ly 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 is 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 Natura l Gas Corporation

and Intermountain Gas Company. The company also announced that J. Kent Wel ls 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, i s pres ident and chief executive officer of

Fidel i ty Exploration & Production Co., MDU Resources ' oi l and natura l gas production bus iness .

3/3/14 Xylem Inc. XYL 6,592 2 Xylem Inc. announced that Patrick K. Decker has been named Pres ident and Chief Executive Officer, and wi l l be appointed a

member of the Board of Directors effective March 17, 2014. He joins the company from Harsco Corporation, where he has been

Pres ident and CEO. At Xylem, Mr. Decker succeeds Steven R. Loranger who wi l l remain a member of the Xylem Board.

8/29/12 Sealed Air Corp. SEE 6,494 2 Sealed Air Corporation announced that i ts Chief Executive Officer, 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 Directors has elected him Chair of the Board effective September 1,

2012. Mr. Hickey wi l l continue to serve as Chief Executive Officer of the company but wi l l no longer hold the ti tle of Pres ident. The

Board s imultaneous ly elected Jerome A. Peribere Pres ident and Chief Operating Officer of Sealed Air and appointed him as a

director of the company effective September 1, 2012. As Pres ident and Chief Operating Officer, Mr. Peribere wi l l report to Mr. Hickey

and be respons ible for the company's operating bus inesses , supply chain 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, is a 35-year veteran of The Dow

Chemical 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 .


Source: Wolfe Research Accounting & Tax Policy Research; Company filings; Bloomberg; Standard & Poor’s; FactSet. Market cap. as of 4/22/2014. 2014.



Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


5/15/12 Alaska Air Group,

Inc.

ALK 6,448 3 Alaska Airl ines Pres ident Brad Ti lden becomes chief executive officer of Alaska Air Group, Inc. and Alaska Airl ines , Inc. and

Horizon 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 Air. Ti lden, 51, reta ins his role as

pres ident of Alaska Airl ines whi le Ayer remains Air Group's chairman 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.

4/9/12 Avon Products Inc. AVP 6,435 2 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 chairman and a member of the office of the chairman, with respons ibi 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 chairman once McCoy assumes

the CEO pos i tion on Apri l 23, 2012.

6/5/12 Freesca le

Semiconductor,

Ltd.

FSL 6,432 1 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, with respons ibi 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.

1/29/14 Gulfport Energy

Corp.

GPOR 6,244 2 Gul fport Energy Corporation announced that James Pa lm, the company's Chief Executive Officer, has informed the company of his

decis ion to reti re from the company on February 15, 2014. In addition, Mr. Pa lm wi l l res ign from the company's Board of Directors

effective February 15, 2014. Michael Moore, the company's Pres ident and Chief Financia l Officer, wi l l assume management

respons ibi l i ties associated with the office and act as interim Chief Executive Officer pending the conclus ion of the Board's search.

8/9/12 E*TRADE Financia l

Corp.

ETFC 6,221 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 di rectors . Mr. Petri l l i , who has served on E*TRADE's Board s ince January 2012, wi l l remain as Chairman.

2/11/14 ManpowerGroup

Inc.

MAN 6,180 3 ManpowerGroup announced that i ts board of di rectors has elected Jonas Pris ing to serve as the company's fourth chief executive

officer, effective from May 1, 2014, and has been nominated to join the board of di rectors . Pris ing i s currently ManpowerGroup

pres ident and executive vice pres ident for the Americas and Southern Europe. Joerres wi l l assume the role of executive chairman

upon Pris ing's appointment. Joerres became ManpowerGroup's chief executive officer in 1999 and was named chairman of the

board in 2001. As executive chairman, Joerres wi l l be actively involved in the bus iness with particular focus on cl ients and external

relationships .

12/18/13 Joy Global , Inc. JOY 6,140 3 Joy Global , Inc. announced that i t has elected Edward (Ted) L. Doheny, II , as the company's new pres ident and chief executive

officer. He succeeds Michael W. Sutherl in, who has res igned from those pos i tions and from the board of directors in preparation

for his expected reti rement on February 1, 2014. The company also appointed the Randal W. Baker to the new pos ition of chief

operating officer of the company.

3/7/13 National Fuel Gas

Company

NFG 6,108 3 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 Officer. David F. Smith was elected to the pos i 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.

11/21/13 Coty Inc. COTY 6,017 3 Coty Inc. announced the reti rement of OPI Founder and CEO George Schaeffer. Schaeffer wi l l continue to work with OPI's

management team through a newly created role as OPI's s trategic board advisor. To move the brand forward and lead its

international expans ion, Coty has appointed Mary van Praag to Genera l Manager of OPI. Van Praag wi l l begin her new role on Jan.

1, 2014, replacing John Heffner, who has left the organization to pursue other career interests . Van Praag had success ful ly led

Coty's mass channel sa les organization in the U.S. for three years , after which she was promoted to her current role managing

Coty's bus iness in Canada. She has been instrumental in turning Coty Canada's mass channel bus iness around as wel l as bui lding

and developing a s tronger organization.

3/25/14 Omnicare Inc. OCR 5,890 3 On March 24, 2014, John L. Workman, Chief Executive Officer of Omnicare Inc. noti fied the company that he wi l l reti re from his

pos i tion as Chief Executive Officer and as a member of the company's board of directors on or before December 31, 2014. On March

25, 2014, the company announced that i t wi l l appoint Nitin Sahney as the company's pres ident and chief executive Officer and as a

member of the company's Board of Directors effective upon the reti rement of Mr. Workman. Mr. Sahney has served as the

company's Pres ident and Chief Operating Officer s ince September 2012. Prior to that, Mr. Sahney served as Chief Operating Officer

from June to September 2012 and as Executive Vice Pres ident and Pres ident - Specia l ty Care Group of the Company from November

2010 to June 2012. Prior to joining the company, Mr. Sahney managed a healthcare investment fund beginning in October 2007.

5/24/12 Synopsys Inc. SNPS 5,860 4 Synopsys Inc. announced that Chairman 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

organizational 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 genera l manager of the microprocessor group.

1/2/14 Kirby Corporation KEX 5,802 4 Kirby Corp. announced that David Grzebinski , the barge operator's chief financia l officer and future CEO, wi l l become chief

operating officer and pres ident immediately. Grzebinski who has been CFO s ince 2010 and wi l l remain in the pos i tion unti l

February 2014, is expected to become CEO of the company later in 2014. The current CEO, Joseph Pyne announced in 2013 that he

would res ign from the top job in 2014. Pyne, who has been CEO s ince 1995, wi l l remain chairman. Grzebinski wi l l leave his CFO post

in February and be replaced by C. Andrew Smith. He was previous ly CFO at Benthic Geotech. Smith wi l l a lso serve as executive vice

pres ident.

6/24/13 Ulta Sa lon,

Cosmetics &

Fragrance, Inc.

ULTA 5,743 3 Ulta Salon, Cosmetics & Fragrance, Inc. announced that i ts Board of Directors has unanimous ly appointed Mary Di l lon as Chief

Executive Officer 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.

12/20/13 InterActiveCorp IACI 5,709 4 IAC/InterActiveCorp announced that i t i s reorganizing and that Gregory R. Blatt, the company's Chief Executive Officer, has left the

role of CEO and has become Chairman of the newly created Match Group, which wi l l ini tia l ly cons is t of IAC's Match bus inesses ,

Tutor.com, Dai lyBurn and IAC's investment in Skyl lzone. In this capaci ty, Mr. Blatt wi l l continue to report directly to Barry Di l ler, the

Chairman and Senior Executive of IAC. In addition, as of December 18, 2013, Mr. Blatt res igned as a member of IAC's Board of

Directors . As a result of Mr. Blatt's changed role, he ceased to be an executive officer of IAC.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


9/11/13 Pandora Media ,

Inc.

P 5,704 5 Pandora announced that the company's Board of Directors has appointed Brian McAndrews, formerly of Madrona Venture Group,

Microsoft and aQuantive, to succeed Joe Kennedy as Chief Executive Officer, Pres ident and Chairman, effective immediately. In

addition to his work at Madrona, McAndrews currently serves on the boards of The New York Times Co., Grubhub Seamless and

AppNexus .

12/9/13 Hologic Inc. HOLX 5,668 4 Hologic Inc. announced that Stephen P. MacMil lan has been named Pres ident and Chief Executive Officer, and a member of the

Board of Directors . Mr. MacMi l lan succeeds Jack W. Cumming, who was named Chief Executive Officer in July 2013 and previous ly

served in this capaci ty from 2001 to 2009. Prior to Stryker, Mr. MacMi l lan was a senior executive at Pharmacia Corporation.

11/19/13 Timken Co. TKR 5,631 4 Timken Co. announced the election of Richard G. Kyle, age 48, as a director of the company, for a term that expires at the company's

annual meeting in 2014. The election increased the s ize of the Timken board of directors to 13 members . Kyle, who was appointed

chief operating officer in September 2013, currently oversees a l l aspects of the Timken bearings and power transmiss ion bus iness

including the aerospace, process and mobi le industries segments . At the time of that appointment, the Timken board of directors

indicated it expects Kyle to succeed current Timken Pres ident and CEO James W. Gri ffi th when he reti res from the company and the

board in 2014. Kyle began his career at Timken in 2006 as vice pres ident of manufacturing and was named pres ident of the

aerospace and mobi le industries segments in 2008. In 2012, Kyle was named group pres ident of Timken, respons ible for the

aerospace and steel segments as wel l as the engineering and technology organization. Prior to Timken, Kyle held management

pos i tions with Cooper Industries and later was named vice pres ident of operations for a divis ion of Hubbel l Inc.

7/27/12 Lincoln Electric

Holdings Inc.

LECO 5,582 4 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 Chris topher 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 global industria l manufacturing

and dis tribution companies .

10/26/12 MSC Industria l

Direct Co. Inc.

MSM 5,578 4 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 wi l l become executive vice chairman of the board unti l at least 2017.

9/11/12 Legg Mason Inc. LM 5,562 4 Legg Mason Inc. announced that Mark R. Fetting, Chairman 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 ivan, Head of Global Dis tribution, wi l l become Interim Chief Executive Officer. Sul l ivan

has over three decades of experience in the investment management and capita l markets industry. He has served as Head of

Global Dis tribution at Legg Mason. Previous ly, he held senior pos i tions at Legg Mason Wood Walker, Dain 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

Genera l 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 , Delta Air Lines and Hughes Electronics .

1/27/14 Pepco Holdings ,

Inc.

POM 5,382 5 Pepco Holdings Inc. (PHI) announced that Chairman, Pres ident and CEO Joseph M. Rigby has noti fied the PHI Board of Directors of

his plans to reti re from PHI in the fi rs t ha l f of 2015. To provide for a smooth trans i tion, Rigby wi l l s tep down as CEO near the end of

2014, fol lowing the selection of his successor. The board a lso announced that Rigby wi l l remain as executive chairman of the

board unti l the 2015 annual meeting of shareholders to help guide the continuing implementation of PHI's s trategy focused on

enhancing customer rel iabi l i ty and del ivering shareholder va lue.

9/28/12 UGI Corp. UGI 5,298 5 UGI Corp. announced that Lon R. Greenberg intends to reti re as Chief Executive Officer 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 Directors 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 Chairman of the Boards of Directors of both AmeriGas Propane Inc. and UGI Uti l i ties Inc.

4/26/13 FLIR Systems, Inc. FLIR 5,241 1 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 i tions 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.

12/3/12 Pitney Bowes Inc. PBI 5,196 1 Pi tney Bowes Inc. has appointed Marc B. Lautenbach as Pres ident and Chief Executive Officer, effective immediately. Mr.

Lautenbach joins Pitney Bowes with nearly 30 years of experience in the technology and bus iness 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 Chairman,

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 Global 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; Genera l Manager, IBM Global Smal l and

Medium Bus iness ; and Vice Pres ident, IBM As ia-Paci fic Smal l and Medium Bus iness .

5/6/13 Ares Capita l Corp. ARCC 5,146 5 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 officer roles within Ares

Capita l Corporation. Mr. Arougheti served as the Pres ident of Ares Capita l Corporation s ince its IPO in 2004 unti l his promotion to

Chief Executive Officer and has served as a di rector s ince 2009.

8/7/13 Groupon, Inc. GRPN 5,098 1 Groupon named co-founder Eric Lefkofsky as CEO, replacing Andrew Mason, who was fi red from the onl ine deals s i te in February

amid growing concerns about i ts financia l performance. Lefkofsky had served as Groupon's chairman and hal f of the Office of the

Chief Executive, a long with Vice Chairman Ted Leons is , s ince Mason's ousting. Leons is wi l l now serve as the company's chairman.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


10/1/13 Global Payments

Inc.

GPN 4,858 1 Global Payments Inc. announced that Jeffrey S. Sloan, currently Global Payments ' Pres ident, has been named by the Board of

Directors to also serve as the company's Chief Executive Officer, effective immediately. Sloan succeeds Paul R. Garcia , who has

been Global Payments ' Chief Executive Officer s ince June 1999 and Chairman s ince October 2002. Sloan has been respons ible for

the Americas ' bus inesses and worldwide mergers and acquis i tions s trategy s ince he joined Global Payments in 2010.

9/22/12 Patterson-UTI

Energy Inc.

PTEN 4,774 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. Additional ly, the company announced that Michael W. Conlon has

been appointed to the Board of Directors . Mr. Conlon is a former partner of the law fi rm Fulbright & Jaworski L.L.P.

8/30/13 Peabody Energy

Corp.

BTU 4,675 1 Peabody Energy Corp. announced that effective September 16, 2013, Eric Ford wi l l assume the role of Executive Vice Pres ident, Office

of the Chief Executive Officer, reporting to Chairman and CEO Greg Boyce. In this role, Mr. Ford wi l l have continuing respons ibi l i ties

for Government Relations in Austra l ia , including coal advocacy activi ties . He wi l l a lso col laborate on improvement and

development projects that impact the global Peabody platform and wi l l act as a key resource to the new Pres ident and Chief

Operating Officer. Prior to his new role, Ford served as Chairman of Peabody Austra l ia .

7/30/13 BOK Financia l

Corporation

BOKF 4,664 1 Stanley A. Lybarger, pres ident and chief executive officer of BOK Financia l announced that Steven G. Bradshaw wi l l succeed him as

pres ident and chief executive officer and Daniel H. El l inor wi l l serve as chief operating officer. Both individuals currently serve as

senior officers of the company and wi l l assume their new pos itions fol lowing Lybarger's reti rement at the end of 2013. Bradshaw,

as CEO, wi l l be respons ible for the strategic direction and operating performance of a l l aspects of the company, whi le El l inor, as

the COO, wi l l ga in more respons ibi l i ty throughout the corporation and work directly with Bradshaw to set operational s trategy and

drive growth ini tiatives . El l inor joined BOK Financia l 10 years ago after a 20-year banking career in Texas , assuming respons ibi l i ty

for Bank of Oklahoma commercia l lending, TransFund, international banking and treasury services . El l inor's current

respons ibi l i ties include the majori ty of BOK Financia l 's commercia l lending activi ties , cons is ting of energy, commercia l rea l estate

and health care lending, TransFund, as wel l as Bank of Oklahoma, Bank of Albuquerque, Bank of Arkansas and Bank of Arizona.

12/12/12 CBOE Holdings ,

Inc.

CBOE 4,576 1 CBOE Holdings , Inc. announced that Trans i tion Agreement with Wi l l iam J. Brodsky, the company's Chairman and Chief Executive

Officer, under which Mr. Brodsky wi l l s tep down as Chief Executive Officer 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 director by the company's s tockholders , 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 Officer 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 Officer effective at the Trans i tion Time.

5/15/13 RenaissanceRe

Holdings Ltd.

RNR 4,421 2 Kevin J. O'Donnel l , current Pres ident and Global 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 International 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.

6/1/12 Hi l l shi re Brands

Company

HSH 4,398 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 Officer of Sara Lee’s North

American operations s ince January 2012.

12/3/12 Sonoco Products

Co.

SON 4,367 1 Sonoco Products Co. announced that M. Jack Sanders wi l l become pres ident and CEO of the company, effective Apri l 1, 2013, when

Harris E. DeLoach Jr., reti res as an active employee after more than 27 years with 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 officer

of Sonoco and has global 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 Global Consumer

bus inesses . DeLoach is currently chairman and chief executive officer and has served as CEO s ince July 2000. He has been a

member of Sonoco's Board of Directors s ince 1998 and chairman of the Board of Directors s ince 2005 and wi l l remain i ts executive

chairman fol lowing his reti rement on March 31, 2013.

12/17/12 Ryder System, Inc. R 4,343 1 Ryder System, Inc. announced that Chairman 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 Officer. 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

chairman in May 2002. Mr. Sanchez most recently held the role of Pres ident and Chief Operating Officer, in which he was

respons ible for the genera l management of a l l bus iness operations .

12/16/13 Al legheny

Technologies Inc.

ATI 4,326 1 Al legheny Technologies Incorporated announced that Patrick J. DeCourcy has been named Senior Vice Pres ident, Finance and Chief

Financia l Officer. Mr. DeCourcy had been serving as Interim Chief Financia l Officer s ince July 15, 2013. Mr. DeCourcy wi l l provide

leadership for a l l of ATI's financia l matters , including internal and external reporting, treasury, tax planning and compl iance,

internal audit, investor relations , internal control systems and processes , s trategic sourcing and information technologies shared

services , and pens ion investment management overs ight. Prior to joining ATI, Mr. DeCourcy worked in the Audit Divis ion of Ernst &

Young LLP from 1984 to 1988.

1/8/13 Sears Holdings

Corp.

SHLD 4,321 2 Sears Holdings Corporation announced that Louis J. D'Ambros io wi l l s tep down as Chief Executive Officer for fami ly health 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 Chairman of the Board of Directors . 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 wi l l be ava i lable to ass is t with a smooth trans i tion.

8/13/12 Vis teon Corp. VC 4,294 2 Vis teon Corp. announced that Don Stebbins stepped down as chairman, chief executive officer and pres ident of the company on

Aug. 10. The Vis teon 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.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


11/19/12 Spiri t AeroSystems

Holdings , Inc.

SPR 4,279 2 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 internal and external candidates .

2/10/14 Rackspace

Hosting, Inc.

RAX 4,273 1 Rackspace Hosting announced that Lanham Napier reti red from the company as Chief Executive Officer and as a member of the

Board of Directors . Graham Weston, Rackspace's co-founder and Executive Chairman of the Board of Directors , has been appointed

Chief Executive Officer. Prior to joining Rackspace, Mr. Weston was a rea l estate entrepreneur. He remains Chief Executive Officer of

Weston Properties .

2/28/14 The Madison

Square Garden

Company

MSG 4,266 1 The Madison Square Garden Company announced that, fol lowing tenure as pres ident and chief executive officer, Hank Ratner has

taken on a new role as vice chairman and wi l l be joining the company's board of di rectors . The company has a lso announced that

Tad Smith, a wel l -regarded executive with a proven track record of effectively operating and growing diverse organizations , has

succeeded Mr. Ratner as the company's pres ident and CEO. Throughout his tenure at the company, Mr. Ratner has been

respons ible for overseeing the overa l l da i ly operations of the bus iness and has played a s igni ficant role in spearheading the

company's s trategic ini tiatives and acquis i tions . In his new role as vice chairman, Mr. Ratner wi l l continue to ass is t in setting

corporate di rection, and work closely with the company’s new pres ident and CEO on the overa l l advancement of the company . In

his new role, Mr. Smith wi l l be respons ible for overseeing a l l aspects of The company, including the overa l l s trategy and day-to-

day operations of the company sports , the company Media and the company Enterta inment, as wel l as the company's

adminis trative areas , including Finance, Legal , Human Resources , Communications and Bus iness Operations .

10/9/12 AO Smith Corp. AOS 4,264 2 AO Smith Corp. board of directors announced Paul W. Jones wi l l trans i tion from chairman and chief executive officer to executive

chairman 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

chairman and wi l l remain actively involved in the company's s trategy development, mergers and acquis i tions , investor relations ,

and developing executive ta lent for the Mi lwaukee-based water technology company. Rajendra, 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 strategy 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.

12/17/13 WPX Energy, Inc. WPX 4,263 2 WPX Energy, Inc. announced that Ralph A. Hi l l wi l l s tep down as pres ident, chief executive officer and board member of the

company and that the board of directors has appointed James J. Bender as interim pres ident, CEO and board member, effective

Dec. 31, 2013. Hi l l wi l l remain with the company through March 31, 2014, to ass is t with the trans i tion of his duties . Bender served

as the company's senior vice pres ident and genera l counsel and as a member of the company's executive leadership team since

the company spun off from Wil l iams. Prior to the company, Bender served for nine years as senior vice pres ident and genera l

counsel of Wi l l iams. Bender wi l l serve as the interim CEO unti l the selection process is complete. Dennis C. Cameron wi l l replace

Bender as the company's senior vice pres ident and genera l counsel . Cameron joined the company in January 2012 and most

recently served as vice pres ident and deputy genera l counsel of the company.

1/13/14 Kosmos Energy Ltd. KOS 4,252 2 Kosmos Energy announced that i t has appointed Andrew (Andy) G. Ingl i s as chairman of the board and chief executive officer,

effective March 1, 2014. Current CEO Brian F. Maxted, a founding partner of Kosmos, wi l l serve in the role of chief exploration officer

and continue to serve on the board. As previous ly announced and s imultaneous to Ingl i s ' appointment, John Kemp III , Kosmos '

current chairman of the board, wi l l reti re from the board of di rectors and from his consulting pos i tion with the company. Andy

Ingl i s joined Petrofac Ltd. in January 2011 having spent 30 years with BP, most recently as CEO of i ts exploration and production

bus iness . Brian F. Maxted has served as chief executive officer s ince January 2011, leading Kosmos in a l l aspects of the bus iness

to del iver i ts corporate s trategy and become a best-in-class organization. Prior to taking on the role of chief executive officer, he

served as chief operating officer of the company.

8/17/12 Brocade

Communications

Systems, Inc.

BRCD 4,247 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 recrui ting fi rm to identi fy the best candidate to lead the next phase of Brocade's growth.

Mr. Klayko wi l l continue to serve as CEO of Brocade during the search.

2/15/13 Flowers Foods ,

Inc.

FLO 4,238 1 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 with the company and

currently serves as pres ident. George E. Deese, current chairman of the board and chief executive officer, has been elected

executive chairman of the board effective the same date.

3/20/14 KAR Auction

Services , Inc.

KAR 4,235 2 KAR Auction Services , Inc. announced that Don Gottwald wi l l fi l l the newly created pos i tion of KAR chief operating officer. The

creation of this new role wi l l enable KAR to achieve even greater col laboration across i ts core bus iness units and a l ign the

company in order to best serve the needs of i ts customers . The fol lowing changes are effective March 24, 2014: KAR CEO Hal lett wi l l

focus on and influence the future of KAR and the automotive remarketing industry. In addition, he wi l l enhance relationships with

customers from a l l of KAR's bus iness segments . Hal lett wi l l a lso identi fy and lead the company's s trategic growth and innovation

ini tiatives . Gottwald Promoted to KAR Chief Operating Officer (COO). Stepping into the newly created pos i tion of KAR COO wi l l be

Don Gottwald. He has served as CEO of Automotive Finance Corporation (AFC), a subs idiary of KAR Auction Services , s ince 2009. As

COO, Gottwald wi l l have respons ibi l i ty for a l l KAR bus iness units and related subs idiaries , including ADESA, Insurance Auto

Auctions and AFC. He wi l l a lso oversee a l l support functions , such as human resources , corporate development, enterprise

optimization and cl ient services . Gottwald wi l l di rect the s trategic and operational leadership of these bus inesses as wel l as

long-term a l ignment and integration enterprise wide. He wi l l continue to report to Hal lett. Hammer Promoted to AFC CEO and

Pres ident. Fol lowing a wel l -executed success ion plan, John Hammer wi l l assume the role of CEO and Pres ident of AFC. He was

promoted to AFC pres ident and chief operating officer in 2013 and fi rs t joined the company in 2009 as chief operating officer.

Hammer wi l l continue to report to Gottwald. Prior to AFC, Hammer held senior management roles for more than a decade at

various subs idiaries of GMAC Financia l Services . He has a lso served as a genera l manager at AutoNation and held a management

role at Mercedes Benz Credit Corp. Hammer has more than 20 years of experience in the automotive industry.

1/9/14 Kate Spade &

Company

KATE 4,190 2 Fi fth & Paci fic Companies , Inc. announced that i t i s changing i ts name to Kate Spade & Company to reflect the company's mono-

brand focus . In addition, Wi l l iam L. McComb, Chief Executive Officer of Fi fth & Paci fic Companies , Inc., wi l l be s tepping down from

his role and wi l l be succeeded by Cra ig Leavi tt, currently Chief Executive Officer of Kate Spade. Deborah Lloyd continues in her role

as Chief Creative Officer of the renamed company. Additional ly, Mr. Leavi tt and Ms. Lloyd wi l l join the company's Board of Directors .

The corporate name change and management trans i tion are scheduled to take place fol lowing the release of fourth quarter

earnings results on February 25, 2014.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


1/31/14 Crane Co. CR 4,176 2 Crane Co. announced that Max H. Mitchel l was appointed as chief executive officer of the company, effective at the close of

bus iness on January 31, 2014. He was a lso elected to the board of di rectors . Mr. Mitchel l , 50, joined the company in 2004 as Vice

Pres ident of Operational 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. Prior to Crane, Mr. Mitchel l had

success ive management roles with Penta ir, Danaher and Ford Motor Company. He succeeds Eric C. Fast, who reti red from the

company at close of bus iness January 31, 2014. Mr. Fast joined the company in 1999 as Pres ident and Chief Operating Officer and

was promoted to Chief Executive Officer in January 2001.

7/22/13 Hexcel Corp. HXL 4,162 2 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 Chairman 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 Officer in May 2012.

11/16/12 Sirona Dental

Systems Inc.

SIRO 4,151 2 Si rona Dental Systems Inc. announced that effective February 20, 2013, Jeffrey T. Slovin wi l l be promoted to Chief Executive Officer.

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 Directors , wi l l assume the role of Non-Executive

Chairman of the Board upon Mr. Fischer'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 Si rona'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 Si rona, Mr. Berthan served at Demag Cranes AG.

8/10/12 Brookdale Senior

Living Inc.

BKD 4,055 2 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 with 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 is 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 with the search for a new CEO and has reta ined an international ly recognized executive recrui ting fi rm. The

Board intends to cons ider both internal and external candidates .

9/10/13 Dun & Bradstreet

Corp.

DNB 4,003 2 D&B announced the appointment of Robert Carrigan as Pres ident, CEO and Director of D&B, effective October 7, 2013. Sara Mathew,

the company's current Chairman and CEO, who had previous ly announced her intent to reti re, wi l l s tep down from the Board and

her executive pos i tions the same day, and wi l l continue with D&B to faci l i tate a smooth leadership trans i tion through year-end.

Carrigan recently served as CEO of IDG Communications Inc., where he led the company's media operations , including onl ine, print

and events in 90 countries . Under Carrigan's leadership, IDG transformed from a print publ isher to a leading digi ta l media

company and the worldwide leader in the technology event and media space. In 2009, Carrigan was named the CEO Innovator for

large bus iness publ ishers by Media Bus iness .

9/13/12 DST Systems Inc. DST 3,966 2 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 Directors has unanimous ly appointed Stephen C. Hooley, currently Pres ident,

Chief Operating Officer and a director of DST, to succeed Mr. McDonnel l as Chief Executive Officer and Pres ident, effective

immediately. Mr. McDonnel l wi l l serve as non-executive Chairman through his planned reti rement.

12/16/13 KBR, Inc. KBR 3,908 2 KBR, Inc. announced that Wi l l iam P. Bi l l Utt wi l l reti re from his role as Chairman, Pres ident and Chief Executive Officer in 2014. To

ensure a smooth trans i tion, Mr. Utt wi l l continue to lead KBR in his current pos i tions unti l a new CEO is appointed and wi l l

support the Board's search process . The Board has reta ined Russel l Reynolds Associates , a leading executive search fi rm to ass is t

in the process .

6/12/12 Tenet Healthcare

Corp.

THC 3,907 2 Tenet Healthcare Corp. announced that Sa int Francis Hospita l -Bartlett appointed Jeremy Clark as i ts new chief executive officer.

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 s taff, 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 quit earl ier this year to join Wel lStar Health

System in Atlanta.

8/16/13 United States

Steel Corp.

X 3,885 2 United States Steel Corp. announced that the Board of Directors elected Pres ident and Chief Operating Officer Mario Longhi as a

director, and announced that he wi l l succeed Chairman John P. Surma as chief executive officer effective September 1, 2013. Surma

wi l l reta in the pos i tion of executive chairman through December 31, 2013 when he wi l l reti re from the company and from the board

of di rectors .

12/3/12 MICROS Systems,

Inc.

MCRS 3,873 2 MICROS Systems, Inc. announced that i ts Board of Directors has elected Peter Altabef 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 s ince

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 chairperson. 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.

2/5/14 Rowan Companies

plc

RDC 3,804 2 On January 31, 2014, Henry E. Lentz informed the Board of Directors of Rowan Companies plc of his intention not to s tand for re-

election and to reti re as Chairman of the Board effective as of the end of his term which ends as of 2014 Annual Genera l Meeting

of Shareholders on Apri l 25, 2014. As previous ly announced, the Company's Chief Executive Officer, W. Matt Ra l l s , age 64, plans to

reti re as of the Meeting Date and, subject to his reelection at the Annual Meeting, wi l l assume the role of Executive Chairman of

the Board as of such date. Dr. Thomas P. Burke wi l l assume the role of Chief Executive Officer on the Meeting Date and has been

nominated by the Board for election at the Annual Meeting as a di rector. Dr. Burke, age 46, most recently served as Pres ident and

Chief Operating Officer of the Company.

7/1/13 Zynga, Inc. ZNGA 3,795 2 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 Chairman of the board of directors and Chief Product Officer

of the company. Mattrick, 49, spent s ix years at Microsoft-the last 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 insta 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 i rs of the company between board meetings .





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


4/4/12 The Babcock &

Wi lcox Company

BWC 3,788 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 Officer of B&W, also on Apri l 19, 2012. Mr. Ferland has also 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 bus iness 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 .

9/23/13 VeriFone Systems,

Inc.

PAY 3,776 2 The Board of Directors of VeriFone Systems, Inc. announced that i t has appointed Paul Galant Chief Executive Officer and Member

of the Board of Directors , effective October 1, 2013. Prior to joining VeriFone, Mr. Galant, 45, served as the CEO of Citigroup Inc.'s

Enterprise Payments bus iness s ince 2010.

4/30/13 Aspen Technology,

Inc.

AZPN 3,764 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 sa les manager for the South American region. In addition, Pietri wi l l join company's Board of Directors , effective

July 1, 2013.

11/13/13 Teradyne Inc. TER 3,716 2 The Teradyne Board of Directors named Mark E. Jagiela to succeed Michael A. Bradley as CEO effective January 31, 2014. Mr. Jagiela

wi l l join the Board of Directors on the same date. Mr. Jagiela is currently the company's Pres ident and a 31-year veteran of

Teradyne. Prior to his promotion to company Pres ident in 2012, he was Pres ident of the Semiconductor Test Divis ion. He began his

career as a semiconductor test system des ign engineer and has held a variety of senior management roles in his career, including

Genera l Manager of Teradyne's Japan Divis ion. Mr. Bradley, who wi l l reti re as the company's CEO effective January 31, 2014, wi l l

continue as a Director of the company.

5/22/12 Val idus Holdings ,

Ltd.

VR 3,642 2 Val idus Holdings , Ltd. announced the appointment of Kean Driscol l as Chief Executive Officer. Currently he i s the chief underwri ting

officer of the company. Jeff Clements , head of U.S. property and specia l ty underwri ting, has been appointed as chief underwri ting

officer of the company.

1/2/14 WEX Inc. WEX 3,637 2 WEX Inc. announced Mel issa D. Smith has assumed the role of the company's chief executive officer, effective January 1, 2013. In

addition, Smith has assumed a seat on the company's Board of Directors and wi l l mainta in her role as pres ident. Michael E.

Dubyak, previous WEX chairman and chief executive officer, has moved into the newly created role of the company's executive

chairman of the Board which he wi l l hold through December 31, 2014. Smith joined the company in 1997 and most recently served

as pres ident.

3/11/14 PolyOne

Corporation

POL 3,629 2 PolyOne Corporation announced that i ts Board of Directors has appointed Robert M. Patterson, pres ident and chief executive

officer, effective May 15, 2014. Mr. Patterson, 41, succeeds Stephen D. Newl in, 61, who wi l l reti re as pres ident and CEO and remain

executive chairman of the PolyOne Board of Directors . Mr. Patterson has a lso been nominated for election to the PolyOne Board of

Directors at the 2014 Annual Meeting of Shareholders .

Mr. Patterson currently serves as executive vice pres ident and chief operating officer, where he i s respons ible for developing and

executing the annual operating plans and s trategic plans to drive growth in revenue, gross margin and operating income. Mr.

Patterson joined PolyOne in 2008 as senior vice pres ident and chief financia l officer, where he was respons ible for global treasury,

planning, M&A, accounting, internal audit functions , and investor relations .

10/18/12 Jabi l Ci rcui t Inc. JBL 3,618 2 Jabi l Ci rcui t Inc. announced that i ts Chairman 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 also announced that i t anticipates 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 repair bus iness

in 1966 in Detroi t, Michigan, combining their fi rs t names to create the name Jabi l . Bi l l took over the company in 1978.

6/24/13 United States

Cel lular

Corporation

USM 3,484 2 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 director, 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.

2/4/14 Syntel , Inc. SYNT 3,449 2 Syntel , Inc. announced that Prashant Ranade, Syntel 's current Chief Executive Officer and Pres ident, wi l l become Executive Vice

Chairman of Syntel Inc.'s Board of Directors effective Apri l 21, 2014. The Company's Board of Directors has appointed Nitin Rakesh

to the pos i tions of Chief Executive Officer and Pres ident, succeeding Mr. Ranade effective Apri l 21, 2014. Nitin Rakesh wi l l move

into the CEO and Pres ident role from his current pos i tion as Pres ident--Americas , Bus iness Development and Near Shoring Center.

Before rejoining Syntel , Ni tin served as Chief Executive Officer and Managing Director of Moti la l Oswal Asset Management

Company Ltd. from September 2008 to September 2012. He previous ly developed and led Syntel 's Knowledge Process Outsourcing

bus iness from 2002 unti l 2008, playing a pivota l role in bui lding KPO into a high performing service l ine.

9/12/13 Esterl ine

Technologies

Corp.

ESL 3,447 3 Esterl ine Technologies Corp. announced that Curtis Reusser, Pres ident of United Technologies ' Aircraft Systems bus iness , wi l l

succeed Brad Lawrence as Esterl ine's Pres ident and Chief Executive Officer, and be elected to its Board of Directors effective

October 28, 2013. Lawrence wi l l continue as Esterl ine's Executive Chairman of the Board unti l the company's March 5, 2014 annual

meeting.

11/8/12 Brinker Int'l , Inc. EAT 3,436 2 The Board of Directors of Brinker International , 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 respons ibi l i ties , Roberts wi l l a lso reta in his current role as Pres ident of Chi l i 's (R) Gri l l & Bar. Brooks ' service

in the role as Chairman 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 lso 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.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


10/19/12 Equity Li feStyle

Properties , Inc.

ELS 3,427 2 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 Equity International 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 with 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 capita l s tructure, including secured and unsecured debt

agreements , equity offerings and the recent preferred stock exchange offer, as wel l as for managing tax, accounting and financia l

planning. Patrick Waite wi l l join the company in February 2013 as Senior Vice Pres ident of Operations .

7/19/12 Triumph Group,

Inc.

TGI 3,412 3 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. I l 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 later named Group Pres ident of the Triumph Aerospace Systems Group upon i ts formation in Apri l , 2003.

6/19/13 SandRidge Energy,

Inc.

SD 3,349 3 SandRidge Energy, Inc. announced that the Board of Directors has named James Bennett as CEO and pres ident and that lead

independent director Jeffrey Serota wi l l serve as interim non-executive chairman, 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.

6/10/13 Thor Industries

Inc.

THO 3,321 2 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.

12/19/13 Firs t Niagara

Financia l Group

Inc.

FNFG 3,233 3 Fi rs t Niagara Financia l Group Inc. announced that i ts board of directors has appointed Gary M. Crosby as Pres ident and Chief

Executive Officer, effective immediately. He also joins the company's Board. Mr. Crosby, 60, has served as Firs t Niagara 's interim

Pres ident and CEO s ince March 2013. During his career, Mr. Crosby has earned a reputation as an operational leader who drives

results . He joined Firs t Niagara in 2009, and prior to his role as Interim Pres ident and CEO, served as Executive Vice Pres ident and

Chief Adminis trative and Operating Officer. In this role, he championed Firs t Niagara 's focus on operational excel lence, was the

architect of the company's risk management capabi l i ties bui ld-out, and led the success ful system convers ions associated with the

company's recent acquis i tions . Prior to joining Firs t Niagara, Mr. Crosby was a founding shareholder of Cl ientLogic Corporation,

serving as chief financia l and chief operating officer.

11/5/12 Techne Corp. TECH 3,181 3 On October 31, 2012, Thomas E. Oland informed Techne Corporation of his decis ion to res ign and reti re from the pos i 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

decis ion to include external 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 a lso 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 Chairman 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 Chair of the Audit Committee and a member of the

Compensation and Nominating and Governance Committees .

12/11/13 AECOM Technology

Corporation

ACM 3,180 3 AECOM Technology Corporation announced that i ts Board of Directors has named the company's Pres ident, Michael S. Burke, to

succeed John M. Dionis io as Chief Executive Officer of the company, as part of a planned success ion process . Mr. Dionis io wi l l

become Executive Chairman of the Board when Mr. Burke succeeds him as Chief Executive Officer, effective at the company's Annual

Meeting of Stockholders on March 6, 2014. Mr. Burke also has been nominated to join the Board at that time. In order to ass is t Mr.

Burke and the Board with the trans i tion, Mr. Dionis io has agreed to serve as Executive Chairman unti l March 2015.

1/9/14 Team Health

Holdings , Inc.

TMH 3,117 3 Team Health Holdings , Inc. disclosed that i ts Chief Executive Officer, Greg Roth, has announced his des ire to reti re from his role as

an officer and member of the company's Board of Directors , after nearly 10 years of success ful leadership at the company. Unti l a

new CEO is appointed by the Board, Mr. Roth wi l l continue in his current role with a targeted reti rement date of December 2014.

However, at the Board's request, Mr. Roth's reti rement date could be extended unti l March 31, 2015.

8/1/13 Curtiss -Wright

Corporation

CW 3,071 3 Curtiss -Wright announced the plan for Chairman and CEO Martin R. Benante to reti re in Apri l 2015. As part of the formal trans i tion

plan, Mr. Benante wi l l continue as executive Chairman of the Board of Directors unti l his reti rement, at which time he wi l l leave

the Board. The Board of Directors announced that, effective immediately, David C. Adams, currently Pres ident and COO, has been

promoted to Pres ident and CEO and wi l l serve as a member of the Board of Directors . Upon Mr. Benante's reti rement, Mr. Adams

wi l l assume the dual role of Chairman and CEO. Prior to his election as Chairman and CEO in Apri l 2000, Benante, 60, served in a

variety of roles in his Curtiss -Wright career, including Genera l Manager at the company's Flow Control Target Rock bus iness unit,

Pres ident of the Flow Control segment, Vice Pres ident of the Company, and then as Pres ident and Chief Operating Officer.

2/26/13 Rosetta

Resources , Inc.

ROSE 3,018 3 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 Chairman, 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 addition, 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.

2/19/14 Leidos Holdings ,

Inc.

LDOS 3,008 3 Leidos announced that the company's Chairman and CEO, John Jumper, wi l l reti re as CEO, beginning a planned leadership

trans i tion over the next severa l months . The company's Board of Directors has launched a thorough and thoughtful process to

select a successor. The comprehens ive search wi l l eva luate both internal and external candidates . Jumper wi l l continue as CEO

unti l a successor i s appointed. He wi l l remain the chairman of the board fol lowing the trans i tion.

6/25/12 Aspen Insurance

Holdings Ltd.

AHL 2,916 3 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 global 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 strategy. He wi l l a lso

serve as Pres ident of International Insurance, where he wi l l support the development of strategy for Aspen's International

Insurance bus iness and continue to be respons ible for the day-to-day management of Aspen Insurance's International

underwri ting teams. Mario Vi ta le wi l l become CEO of Aspen Insurance.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


9/23/13 MFA Financia l , Inc. MFA 2,903 3 MFA Financia l , Inc. announced that i ts Board of Directors has appointed Wil l iam S. Gorin as chief executive officer of the company,

effective January 1, 2014. Mr. Gorin, who is currently MFA's pres ident, wi l l succeed Stewart Zimmerman, who is reti ring at the end of

2013 after having served as MFA's CEO s ince 1997 and Chairman of the Board s ince 2003. In addition, MFA's Board has appointed

Cra ig L. Knutson as the company's pres ident and chief operating officer, effective January 1, 2014. Mr. Gorin has been MFA's

pres ident s ince 2008 and a member of i ts Board of Directors s ince 2010. From 1997 to 2008, Mr. Gorin served as an executive vice

pres ident of the company, and from 2001 to September 2010, he also served as MFA's chief financia l officer. Mr. Knutson who wi l l

succeed Mr. Gorin as pres ident of MFA and a lso assume the newly-created role of COO, has been an executive vice pres ident of the

company s ince 2008. Whi le at MFA he has overseen the growth and development of MFA's portfol io of Non-Agency res identia l

mortgage-backed securi ties .

12/19/12 Al lscripts

Healthcare

Solutions , Inc.

MDRX 2,864 3 Al lscripts Healthcare 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 ,

respons ible for expanding Genstar’s healthcare and software practices , with speci fic 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 Medica l 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. Shapiro 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 Talent, agreed that her employment

with the company would terminate within the next 30 days .

8/27/12 Navis tar Int'l Corp. NAV 2,847 4 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 Chairman, Pres ident, and Chief Executive Officer, effective

immediately. He is concurrently leaving the Board of Directors . The company also announced that i t has promoted Troy A. Clarke,

currently Pres ident of Truck and Engine operations at Navis tar, to the pos i tion of Pres ident and Chief Operating Officer of Navis tar.

11/1/13 Wel lCare Health

Plans , Inc.

WCG 2,835 3 Wel lCare Health Plans , Inc. announced that i ts board of directors has appointed the company's chairman of the board, David J.

Gal l i tano, as interim CEO, effective as on October 31, 2013, replacing Alec Cunningham. The company is conducting a national

search for a new CEO. Gal l i tano wi l l fi l l both the chairman and CEO roles unti l a successor for the CEO role is appointed. Gal l i tano

was named chairman of Wel lCare's board on May 22, 2013, upon the res ignation of Charles G. Berg. Gal l i tano has been a Wel lCare

director s ince 2009. He has been pres ident of Tucker Advisors , Inc.

3/6/14 SemGroup

Corporation

SEMG 2,831 4 SemGroup Corporation and Rose Rock Midstream(R), L.P. announced that Carl in G. Conner has been named pres ident and chief

executive officer of SemGroup, effective Apri l 1, 2014. Conner wi l l be appointed to the SemGroup board of di rectors and wi l l a lso

become pres ident and chief executive officer of Rose Rock Midstream and chairman of the board of di rectors of Rose Rock

Midstream's genera l partner. Szydlowski wi l l remain with the company through Conner's s tart date to faci l i tate a seamless

trans i tion of leadership respons ibi l i ties . Conner, who has more than 23 years of experience in the midstream industry, joined

Oi l tanking Houston, L.P. in 2000 and served in pos i tions of increas ing respons ibi l i ty, including s ix years as pres ident and chief

executive officer of Oi l tanking Holding Americas Inc. He a lso lead the IPO of Oi l tanking Partners , L.P.

10/25/13 Cl i ffs Natura l

Resources Inc.

CLF 2,827 3 Cl i ffs Natura l Resources Inc. announced that i ts Board of Directors has appointed Gary B. Halverson, 55, formerly interim chief

operating officer of Barrick Gold Corporation Inc., to the newly created pos i tion of pres ident and chief operating officer, effective

Nov. 18, 2013. In addition, he wi l l be serving as a director on Cl i ffs ' Board. With the addition of Mr. Halverson and the previous ly

announced reti rement of Joseph Carrabba, Cl i ffs ' Board wi l l be comprised of a tota l of 11 directors . Cl i ffs ' Board also announced

that James Kirsch, non-executive chairman of the Board, has been elected executive chairman of the Board, effective Nov. 18, 2013.

Mr. Halverson wi l l report to Mr. Kirsch as executive chairman and, in turn, a l l members of the current Cl i ffs ' executive leadership

team wil l report directly to Mr. Halverson. In addition, Joseph Carrabba wi l l reti re as pres ident and CEO, and wi l l a lso step down

as a di rector of Cl i ffs ' Board effective at the close of bus iness on Nov. 15, 2013.

12/31/12 Compass Minera ls

Int'l Inc.

CMP 2,820 3 Compass Minera ls International 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.

2/6/14 Federa l -Mogul

Corporation

FDML 2,786 4 The Board of Directors of Federa l -Mogul Corporation announced the appointment of Daniel A. Ninivaggi as Co-Chief Executive

Officer of the company and Chief Executive Officer of Vehicle Component Solutions (VCS) group. Mr. Ninivaggi previous ly served as

Pres ident and Chief Executive Officer of Icahn Enterprises L.P., where he continues to serve as a Director of i ts genera l partner. Mr.

Ninivaggi wi l l report to the Federa l -Mogul Corporation's Board of Directors and wi l l remain a member of the Board on which he

has served s ince 2010. He is replacing Kevin Freeland, who is leaving the company for personal reasons .

2/3/14 Bris tow Group, Inc. BRS 2,782 4 Bris tow Group Inc. announced that Wi l l iam E. Chi les , Pres ident and Chief Executive Officer, wi l l reti re from those pos i tions at the

company's Annual Meeting of Shareholders on July 31, 2014, and be succeeded by Jonathan E. Ba l i ff, Bris tow's Senior Vice

Pres ident and Chief Financia l Officer. Fol lowing the Annual Meeting, Mr. Chi les wi l l a lso s tep down from the Board of Directors . He

wi l l remain an employee of Bris tow Group in a consulting role through July 31, 2016. It i s anticipated that Mr. Ba l i ff wi l l be

nominated for election to the Board at the Annual Meeting. Mr. Ba l i ff joined Bris tow as Senior Vice Pres ident and Chief Financia l

Officer in 2010. At NRG Energy Inc., where he served as Executive Vice Pres ident, Strategy, Mr. Ba l i ff led the development and

implementation of NRG's corporate s trategy as wel l as i ts efforts to drive top-l ine growth through acquis i tions and bus iness

a l l iances . At NRG Energy Inc., where he served as Executive Vice Pres ident, Strategy, Mr. Ba l i ff led the development and

implementation of NRG's corporate s trategy as wel l as i ts efforts to drive top-l ine growth through acquis i tions and bus iness

a l l iances . Before joining NRG in 2008, he spent 12 years with Credit Suisse, most recently as Managing Director for the Global

Energy Group.

2/4/14 Sens ient

Technologies

Corporation

SXT 2,747 4 Sens ient Technologies Corporation announced that Kenneth P. Manning reti red as Chief Executive Officer of the Company on

February 1, 2014, and Paul Manning became Pres ident and Chief Executive Officer of the Company on February 2, 2014. Kenneth P.

Manning wi l l continue to serve as non-employee Chairman of the Board of Directors of the Company and Advisor to the Company.

Paul Manning previous ly served as Pres ident and Chief Operating Officer of the Company s ince October 18, 2012.

3/21/14 TCF Financia l

Corporation

TCB 2,718 4 TCF Financia l Corp. announced that Wi l l iam A. Cooper has returned to the CEO post after Lynn A. Nagorske's abrupt reti rement on

March 21, 2014. Mr. Cooper, who is credited with rescuing TCF from near-col lapse in 1985, made i t his miss ion upon retaking the

reins to emphas ize that his company was in no such peri l this time around. Mr. Nagorske had been the company's CEO s ince

succeeding Mr. Cooper in January 2006. Mr. Cooper wi l l remain TCF's chairman. He had been both the chairman and the CEO from

1985 to 2005. The company has set the s tage for ending Wi l l iam Cooper's second act as i ts chief executive. TCF disclosed in a

regulatory fi l ing that i t had amended i ts employment agreement with Cooper, who came out of reti rement in 2008 to guide the

$18.4 bi l l ion-asset company through the financia l cris i s , to include verbiage tied to success ion planning. Cooper wi l l remain TCF's

chief executive through the end of 2015 or 'unti l such time as the board appoints a successor'. He would remain chairman unti l the

end of 2017.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


10/23/13 Texas Capita l

BancShares Inc.

TCBI 2,639 4 Texas Capita l BancShares Inc. announced that Kei th Cargi l l , who is currently Pres ident and CEO of Texas Capita l Bank, wi l l be taking

over as Pres ident and CEO of Texas Capita l Bancshares from George Jones at the end of the year 2013.

7/24/12 Manhattan

Associates , Inc.

MANH 2,616 4 The company announced the plans for Eddie Capel to succeed Pete Sinisga l 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 a l 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 .

3/19/14 Equity One Inc. EQY 2,612 4 Equity One Inc. announced that i ts Chief Executive Officer, Jeffrey S. Olson, has informed the company that he wi l l not renew his

employment agreement, which expires on December 31, 2014. Mr. Olson wi l l continue to serve as CEO through 2014 and wi l l be

respons ible for carrying out a l l s trategic ini tiatives currently underway and for faci l i tating an orderly trans i tion of his role.

1/2/14 CubeSmart CUBE 2,593 4 CubeSmart announced that effective January 1, 2014 and fol lowing a thoughtful and wel l -coordinated success ion plan, Chris topher

P. Marr is CubeSmart's pres ident and chief executive officer and has joined the Company's Board of Trustees . Since joining the

Company in 2006, Mr. Marr has held a variety of pos i tions , including pres ident, chief operating officer, chief investment officer, and

chief financia l officer. This CEO trans i tion coincides with the reti rement of Dean Jernigan, who served as CubeSmart's chief

executive officer and a member of the Company's Board of Trustees from Apri l 2006 through December 2013. In addition to his

reti rement from the CEO pos i tion, Mr. Jernigan no longer serves on the Company's Board of Trustees .

11/15/12 Bal ly

Technologies , Inc.

BYI 2,565 4 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 di rectors .

8/15/12 The New York

Times Company

NYT 2,549 5 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., chairman 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.

1/24/13 Diebold,

Incorporated

DBD 2,546 4 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 Officer 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 wi l l act in the role of the company's principa l executive officer.

8/8/13 Actuant

Corporation

ATU 2,486 4 Actuant Corporation's board of directors announced that Robert C. Arzbaecher has decided to reti re as Pres ident and Chief

Executive Officer (CEO) of the company, effective at the Annual Shareholders Meeting in January, 2014. He wi l l remain Chairman of

the board. Mark E. Goldstein, currently Chief Operating Officer (COO), wi l l assume the role of Pres ident immediately and was

added to the board. He wi l l become CEO upon Arzbaecher's reti rement in January. Goldstein joined Actuant in 2001 and was named

COO in 2007.

12/12/13 Restoration

Hardware

Holdings , Inc.

RH 2,484 4 Restoration Hardware Holdings Inc. announced the res ignation of Carlos Alberini from his pos i tion as Co-Chief Executive Officer of

the company, effective January 31, 2014. Mr. Alberini plans to continue to serve as a member of the Board of Directors of

Restoration Hardware Holdings , Inc. and remain a s igni ficant shareholder of the company.

4/8/13 J. C. Penney

Company, Inc.

JCP 2,464 5 On Apri l 8, 2013, J. C. Penney Company, Inc. announced that Ron Johnson is stepping down and leaving the company as Chief

Executive Officer and a member of the Board of Directors . Mr. Johnson’s departure is not the result of any disagreement with the

company or the Board of Directors on any matter relating to the company’s operations , pol icies or practices . 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 Chairman of the Board and Chief Executive Officer of the company from 2004 – November 2011 and as

Executive Chairman of the Board from November 2011 – January 2012.

4/18/12 Tidewater Inc. TDW 2,445 4 Tidewater Inc. announced that Dean Taylor, the company's Pres ident and CEO 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 CEO effective June 1, 2012. Platt has been the company's COO,

overseeing the company's domestic and international marine operations , s ince July 2006.

8/7/13 Jack in the Box Inc. JACK 2,382 4 On August 7, 2013, Jack in the Box Inc. announced that Linda A. Lang wi l l reti re from her role as the company’s Chief Executive

Officer and principa l executive officer, effective January 1, 2014. Ms. Lang who currently serves as the company’s Chairman of the

Board, wi l l a lso res ign from the Board of Directors of the company, effective January 1, 2014. In addition, on August 7, 2013, the

company announced that Leonard A. Comma wi l l succeed Ms. Lang as the Company’s Chief Executive Officer and principa l executive

officer, effective January 1, 2014. Mr. Comma wi l l a lso be appointed to the Board and serve as Chairman of the Board, effective

January 1, 2014, and reta in his ti tle as Pres ident of the company. Mr. Comma, has served as the company’s Pres ident and Chief

Operating Officer s ince May 2012, as i ts Executive Vice Pres ident and Chief Operating Officer from November 2010 to May 2012 and

as i ts Senior Vice Pres ident and Chief Operating Officer from February 2010 to November 2010.

5/11/12 BancorpSouth, Inc. BXS 2,316 5 BancorpSouth, Inc. announced that Chairman 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 Chairman and CEO unti l a

successor i s named and the CEO trans i tion i s complete.

12/4/12 Big Lots Inc. BIG 2,256 4 Big Lots Inc. announced that Steven S. Fishman informed the company of his des i re to reti re from his role as Chairman, CEO and

Pres ident. As part of an orderly leadership trans i tion, Mr. Fishman wi l l continue to serve in his current roles unti l his successor is

appointed.

11/12/13 Office Depot, Inc. ODP 2,229 5 Office Depot, Inc. announced the appointment of Roland C. Smith as Chairman and CEO, effective immediately. An experienced

senior executive, having served as Pres ident and Chief Executive Officer of publ ic and private companies and on numerous boards ,

Smith comes to the company with a reta i l track record of increas ing operating profi t, managing complex integrations , directing

corporate turnarounds , and transforming companies for future success . Most recently, Smith was the Chief Executive Officer and

Pres ident of Delhaize America , LLC. Office Depot, Inc. announced that as a result of Smith's appointment as Chairman and CEO, Nei l

Austrian and Ravi Sa l igram, formerly co-CEOs of Office Depot, Inc. have res igned from the company and Board.

5/9/12 Convergys Corp. CVG 2,213 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 a l 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.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


12/17/12 Lora l Space &

Communications ,

Inc.

LORL 2,211 5 As previous ly disclosed, Lora l Space & Communications , Inc. i s restructuring i ts corporate office as a result of the sa le of i ts former

whol ly owned subs idiary, Space Systems/Lora l , 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 consultant 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 office 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 bas is .

9/11/13 iGATE Corporation IGTE 2,164 5 iGATE Corporation announced that Ashok Vemuri has been appointed as iGATE's Pres ident and Chief Executive Officer, effective

September 16, 2013. Mr. Vemuri wi l l a lso join iGATE's Board of Directors . Gerhard Watzinger, who has served as the Company's

Interim Pres ident and CEO s ince May 2013, wi l l remain with iGATE in an advisory role temporari ly to ass is t with Mr. Vemuri 's

trans i tion. Mr. Vemuri joins iGATE from Infosys , where he most recently held the roles of Member of the Board of Infosys Limited,

Head of Americas and Global Head of Manufacturing and Engineering.

11/3/12 Strategic Hotels &

Resorts , Inc.

BEE 2,157 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., Chairman 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 Hotels and Resorts

Worldwide and, before that, was the Director.

2/24/14 RF Micro Devices

Inc.

TQNT 2,156 5 RF Micro Devices and TriQuint Semiconductor agreed to combine in an a l l -s tock transaction they described as a merger of equals .

The new company wi l l have a new name and a leadership team that pul ls from both companies ' current management. TriQuint

CEO Ralph Quinsey wi l l serve as non-executive chairman, and RFMD CEO Bob Bruggeworth wi l l serve as CEO of the new company.

The board wi l l be made up of 10 directors , with five di rectors from the exis ting board of each company.

2/28/14 Minera ls

Technologies Inc.

MTX 2,154 5 Minera ls Technologies Inc. announced that Robert S. Wetherbee has res igned as the company's Pres ident and Chief Executive

Officer and that Joseph C. Muscari , the company's Executive Chairman, wi l l resume the duties of Chairman and Chief Executive

Officer. Mr. Wetherbee's res ignation as Chief Executive Officer i s effective immediately and he wi l l depart from the company on

March 31, 2014. The company a lso announced the appointment of D. J. Monagle, Senior Vice Pres ident and Managing Director of the

Paper PCC bus iness unit, to the new pos i tion of Chief Operating Officer of the company. Mr. Muscari has served as the Company's

Executive Chairman s ince March 2013. Before that, he was the Company's Chairman and Chief Executive Officer s ince March 2007.

1/15/14 Helen of Troy

Limited

HELE 2,151 5 Helen of Troy Limited announced that i ts Board of Directors has appointed Jul ien R. Mininberg as Chief Executive Officer, effective

March 1, 2014. Mr. Mininberg, who currently serves as Chief Executive Officer and Pres ident of Helen of Troy's Healthcare/Home

Environment segment wi l l succeed Gera ld J. Rubin who is s tepping down as Chief Executive Officer and Pres ident of the company

and res igning from the Board of Directors , effective immediately, to serve as Chief Executive Officer of River Oaks Properties Ltd.

Thomas J. Benson, Senior Vice Pres ident and Chief Financia l Officer, wi l l serve as Interim Chief Executive Officer unti l Mr.

Mininberg assumes the CEO role. The Board a lso announced that i t has decided to separate the roles of Chairman and Chief

Executive Officer. Effective immediately, the Board has appointed Timothy F. Meeker, an independent di rector, to succeed Mr.

Rubin as Chairman of the Board. The Board intends to nominate Mr. Mininberg as a di rector to s tand for election at the company's

2014 annual meeting.

12/26/12 Mobi le Mini , Inc. MINI 2,150 5 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, II I , has served as a director of the Board s ince June 2008 and is the

chairman 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 Officer, Genera l Counsel ,

Secretary and Treasurer. As previous ly announced on October 2, 2012, the company's lead independent di rector, Michael Watts , wi l l

assume the role of Chairman of the Board effective as of the date of Mr. Bunger's departure.

1/22/14 American Eagle

Outfi tters , Inc.

AEO 2,144 5 American Eagle Outfi tters , Inc. announced that Jay L. Schottenstein, Executive Chairman of the Board, has been appointed as the

company's Interim Chief Executive Officer, effective immediately, succeeding Robert Hanson, who is leaving the Company. The

Board wi l l ini tiate a search for a permanent Chief Executive Officer. Roger S. Markfield has agreed to postpone his reti rement and

wi l l continue in his current role as Vice Chairman and Executive Creative Director. Jay Schottenstein has served as Executive

Chairman s ince the beginning of fi sca l 2012 and as Chairman of the Company s ince March 1992, and previous ly held the role of

Chief Executive Officer from March 1992 unti l December 2002. Roger Markfield joined the Company in 1993 and has provided the

creative vis ion for American Eagle Outfi tters s ince that time. He oversaw the evolution to a leading l i festyle apparel brand through

i ts most profi table years . In addition, Mr. Markfield has served as a Director s ince 1999.

2/22/13 Barnes Group Inc. B 2,111 5 Barnes Group Inc. announced that i ts Board of Directors 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 i tions at United Technologies ' Pratt and Whitney Divis ion and the Interturbine Group of Companies .

10/10/13 Steelcase Inc. SCS 2,109 5 Steelcase Inc. announced the appointment of James P. Keane to Chief Executive Officer. Keane wi l l officia l ly succeed long-time CEO

James P. Hackett in March 2014 at the beginning of the company's next fisca l year. In his current role as Pres ident and Chief

Operating Officer, Keane is respons ible for product development, manufacturing, marketing, sa les and dis tribution for a l l

Steelcase brands around the world. Hackett wi l l assume a new pos ition as vice chair for one year when the CEO trans i tion is

complete. He wi l l a lso continue as a member of the Steelcase board of di rectors .

1/9/14 Watts Water

Technologies , Inc.

WTS 2,068 5 Watts Water Technologies , Inc. announced that David J. Coghlan has res igned from his pos i tions as Pres ident, Chief Executive

Officer and Director of the company and that the Board of Directors has named Dean P. Freeman, currently the company's Executive

Vice Pres ident and Chief Financia l Officer, as interim Pres ident and Chief Executive Officer. Mr. Coghlan is leaving the company to

become a partner in a private investment fi rm but wi l l remain with the company in a non-executive advisory role through the end

of January to ass is t with the trans i tion.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


11/14/13 Nelnet, Inc. NNI 1,997 1 Nelnet announced that i ts Board of Directors approved the appointment of Mike Dunlap as Executive Chairman of the Board and

Jeff Noordhoek as Chief Executive Officer, effective January 1, 2014. As Executive Chairman, Dunlap wi l l assume a new ful l -time role

with specia l emphas is on deploying capita l , s trategic ini tiatives , asset management and divers i fication into new ventures .

Dunlap has served as Chairman and CEO of the company (co-CEO with current Vice-Chairman Steve Butterfield from 2003-2007),

s ince i ts inception in 1996. In connection with Dunlap's appointment, Noordhoek wi l l be appointed CEO. As CEO, Noordhoek wi l l

lead the development and execution of Nelnet's short- and long-term strategy and be respons ible for day-to-day management

decis ions and operations . Noordhoek has been a part of Nelnet s ince i t s tarted and has been taking on additional

respons ibi l i ties over the past severa l years . Noordhoek has served as Nelnet Pres ident s ince 2006 and Executive Director and

Capita l Markets Officer from 2002 to 2005. The company also announced the fol lowing changes to i ts executive officers , effective at

the beginning of 2014. Terry Heimes , currently Nelnet's Chief Financia l Officer, wi l l be appointed Chief Operating Officer, Tim

Tewes, currently CEO of Nelnet Bus iness Solutions , wi l l be appointed Pres ident, and Jim Kruger, currently Control ler of Nelnet, wi l l

be appointed CFO.

3/19/14 Iconix Brand

Group, Inc.

ICON 1,984 1 Iconix Brand Group, Inc. announced key management changes . Seth Horowitz has been promoted to Chief Operating Officer. Jeff

Lupinacci has been appointed Chief Financia l Officer. Warren Clamen is res igning from the Company to pursue other

opportunities . Rodney Hutton has joined the Company as Executive Vice Pres ident of the Men's Divis ion. Prior to joining the

Company, Mr. Horowitz served as Pres ident for Model l 's Sporting Goods . Mr. Horowitz began his career at Everlast where he held

various roles , most recently Chairman, CEO, & Pres ident. Mr. Lupinacci joins with over 20 years of experience in finance, most

recently serving as Global Chief Financia l Officer of IPG Mediabrands , Mr. Hutton prior to joining Iconix, Mr. Hutton was Chief

Merchandis ing Officer for Anne Klein Brands where he was respons ible for the global merchandis ing, marketing, l i cens ing, and

product development s trategy.

3/20/13 Hi l lenbrand, Inc. HI 1,976 5 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 director.

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 ished 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.

2/19/14 Frankl in Electric

Co., Inc.

FELE 1,962 5 The Board of Directors of Frankl in Electric announced that Chairman and Chief Executive Officer R. Scott Trumbul l wi l l reti re as Chief

Executive Officer effective May 2, 2014 and that Gregg C. Sengstack has been appointed to succeed him in that role. Mr. Trumbul l

wi l l remain non-executive chairman of Frankl in Electric. Gregg C. Sengstack, fi rs t joined the company in 1988 and has been

Pres ident and Chief Operating Officer s ince 2011. He had previous ly been Senior Vice Pres ident and Pres ident, Frankl in Fuel ing

Systems and International Water Group and has held numerous pos i tions in the company's Finance organization before becoming

Chief Financia l Officer in 1999.

12/23/13 Select Medica l

Holdings

Corporation

SEM 1,958 5 Select Medica l Holdings Corporation announced that i ts Board of Directors has appointed David S. Chernow to serve as i ts

Pres ident and CEO effective on January 1, 2014. Mr. Chernow has served as the company's Pres ident s ince September 2010. Mr.

Chernow wi l l continue to report directly to Mr. Robert A. Ortenzio. The company's Board of Directors has appointed Robert A.

Ortenzio to serve as the company's Executive Chairman and Co-Founder effective on January 1, 2014. Mr. Ortenzio has served as the

company's Chief Executive Officer s ince February 2005. He wi l l continue to serve as a member of the company's Board of Directors .

In his role as Executive Chairman and Co-Founder, Mr. Ortenzio wi l l continue to focus on overa l l company strategy, mergers and

acquis i tions and government and investor relations . The company's Board of Directors has appointed Rocco A. Ortenzio to serve as

the company's Vice Chairman and Co-Founder effective on January 1, 2014. Mr. Ortenzio has served as the company's Executive

Chairman s ince February 2005. He wi l l continue to serve as a member of the company's Board of Directors .

3/13/13 Hitti te Microwave

Corp.

HITT 1,945 1 The board of directors of Hitti te Microwave Corporation announced Stephen G. Daly plans to step down as the company's

chairman, 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 officer. 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 di rectors s ince 2005.

3/3/14 Harsco

Corporation

HSC 1,937 1 Harsco Corporation announced that Patrick K. Decker has s tepped down as Pres ident and Chief Executive Officer and member of the

Board of Directors , effective immediately, to become CEO of Xylem Inc. Harsco director David C. Everi tt has been appointed Interim

Pres ident and CEO and wi l l continue as a member of the Board. Mr. Everi tt has served as a member of the Board at Harsco s ince

2010 and brings s igni ficant senior executive experience to his new respons ibi l i ties .

2/3/14 Bonanza Creek

Energy, Inc.

BCEI 1,934 1 Bonanza Creek Energy, Inc. announced that Mr. Michael Starzer i s reti ring from the company as member of the Board of Directors ,

effective January 31, 2014. The board has begun a search for Mr. Starzer's successor. The Board intends to conduct a review of both

internal and external candidates . During this interim period, Marvin M. Chronis ter wi l l assume management respons ibi l i ties

associated with the office and act as interim Pres ident and CEO pending the conclus ion of the Board's search.

1/14/13 Snyder's -Lance,

Inc.

LNCE 1,913 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

stockholders 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.

2/24/14 Kronos

Worldwide, Inc.

KRO 1,859 1 Effective February 19, 2013, the board of di rectors of Kronos Worldwide, Inc. elected Bobby D. O'Brien as vice chairman of the board,

pres ident and chief executive officer and Steven L Watson as chairman of the board. Mr. Watson was formerly the company's vice

chairman of the board and chief executive officer. Mr. O'Brien served as the company's pres ident s ince May 2013 and previous ly

served as the company's executive vice pres ident s ince February 2013. The company's board of di rectors increased the s ize of i ts

board from seven to eight and elected Loretta J. Feehan and Bobby D. O'Brien to fi l l an exis ting vacancy and the newly created

vacancy, each to serve as a di rector unti l her or his successor i s elected and qual i fied or her or his earl ier res ignation, removal or

death.

12/19/13 Sti l lwater Mining

Co.

SWC 1,842 5 Sti l lwater Mining Company announced that in conjunction with the appointment of Mick McMul len as Pres ident and Chief

Executive Officer of the company on December 3, 2013, Mr. McMul len res igned as Chairperson of the Company's Technica l and Ore

Reserve Committee. Mr. McMul len wi l l remain a member of that committee. The company also appointed Gary Sugar as the new

Chairperson of the Technica l and Ore Reserve Committee, effective December 17, 2013. Mr. McMul len has been a member of the

Board of Directors s ince May 2013. Mr. Sugar has been a member of the Board of Directors s ince August 2012.

6/25/13 Impax

Laboratories Inc.

IPXL 1,815 2 Impax Laboratories Inc. announced that Dr. Larry Hsu plans to reti re as Pres ident and Chief Executive Officer of Impax Laboratories

Inc. Dr. Hsu wi l l remain with the company in his current pos i tion unti l a replacement CEO is hired. He wi l l a lso remain a member

of the Board of Directors fol lowing the appointment of his successor.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


10/30/13 Bankrate, Inc. RATE 1,806 1 The company announced that Thomas R. Evans wi l l be stepping down as Pres ident and CEO and as a member of the company's

Board of Directors at the end of 2013. Kenneth Esterow, who joined the company in September 2013 as the Chief Operating Officer

wi l l be taking over as the Pres ident and Chief Executive Officer on January 1, 2014 and wi l l join the company's Board at that time.

Fol lowing his res ignation, Mr. Evans wi l l continue to be engaged with the company as an advisor to the Board.

8/12/13 WebMD Health

Corp.

WBMD 1,796 2 WebMD Health Corp. announced that i ts board of directors has appointed David J. Schlanger as chief executive officer of the

company and Steven L. Zatz, M.D. as i ts pres ident. Mr. Schlanger has served as Interim CEO since May 2013 and in other senior roles

at WebMD and its predecessor companies for more than ten years prior to that time. Dr. Zatz has been with WebMD and its

predecessor companies for more than ten years , most recently as Executive Vice Pres ident, Profess ional Services of WebMD, where

he was respons ible for the Company's profess ional webs i tes and services including i ts flagship s i te for healthcare profess ionals .

The company also announced that Dr. Steven Zatz wi l l assume respons ibi l i ty for the company's consumer and profess ional

webs i tes and services .

12/3/13 Polycom, Inc. PLCM 1,787 1 Polycom, Inc. announced that Peter A. Leav has joined the company as Pres ident and Chief Executive Officer. He also wi l l serve as a

Director on Polycom's Board of Directors . Leav succeeds interim CEO Kevin Parker, who wi l l continue serving as Chairman of the

Board of Polycom, and wi l l work closely with Leav on a trans i tion plan that continues Polycom's focus on innovation, operational

excel lence and profi tabi l i ty. Leav assumed the role on Dec. 2, 2013, and wi l l be based out of the company's global headquarters in

Si l i con Val ley. In his most recent role at NCR, Leav was Executive Vice Pres ident and Pres ident of Industry and Field Operations .

7/26/12 Monro Muffler

Brake Inc.

MNRO 1,784 1 The company also announced a long-planned management success ion. John Van Heel , currently serving as Pres ident, wi l l be

appointed Chief Executive Officer of the company, effective October 1, 2012. Robert G. Gross , the company's current Chairman 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.

1/3/13 Coinstar, Inc. CSTR 1,780 NA Coinstar, Inc. announced that the Coinstar Board of Directors has appointed J. Scott Di Valerio, currently Coinstar's chief financia l

officer, as the company's next chief executive officer, effective Apri l 1, 2013. Di Valerio was also 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 Retai 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.

12/17/13 Integrated Device

Technology, Inc.

IDTI 1,779 2 Integrated Device Technology, Inc. announced the appointment of Greg Waters , 53, as Pres ident, Chief Executive Officer and board

member, effective January 6, 2014. Jeff McCreary, who served as interim CEO since August 2013, wi l l remain a member of the IDT

board of di rectors . Mr. Waters was Executive Vice Pres ident and Genera l Manager for Skyworks Solutions .

11/11/13 Cohen & Steers

Inc.

CNS 1,756 1 Cohen & Steers Inc. announced that effective January 1, 2014, Martin Cohen, currently co-Chairman and co-CEO, wi l l become

Executive Chairman of the fi rm. Robert Steers , currently co-Chairman and co-CEO, wi l l become the sole CEO, respons ible for day-to-

day leadership and management of the fi rm. Mr. Cohen wi l l continue to work closely with the Board of Directors , Mr. Steers and the

executive team that i s in place to guide the future growth of the company.

1/10/13 SUPERVALU Inc. SVU 1,724 1 SUPERVALU Inc. announced that Sam K. Duncan wi l l become pres ident and chief executive officer, 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 chairman, CEO and pres ident of OfficeMax. Prior to joining OfficeMax, Mr. Duncan served

from 2002-2005 as pres ident and CEO of ShopKo Stores .

12/5/12 ValueCl ick, Inc. VCLK 1,718 NA 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 iate

Marketing bus inesses .

10/24/12 Entegris , Inc. ENTG 1,715 2 The company announced that Bertrand Loy, currently chief operating officer 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 director of the

company unti l November 27, 2012 when Mr. Loy wi l l assume the pos i tion of chief executive officer.

11/21/13 EXCO Resources

Inc.

XCO 1,664 2 The company also reported that Douglas H. Mi l ler has res igned from his pos i tions as chairman of the Board and chief executive

officer as wel l as from Board of Directors effective as of Nov. 20, 2013. The board has appointed Jeffrey D. Benjamin, a long-time

investor in the company and an independent member of board, to serve as non-executive chairman. Mr. Benjamin is a lso currently

a director of Caesars Enterta inment Corporation, Chemtura Corporation and Chairman of the Board of Spectrum Group International

Inc.

10/18/13 McDermott

International Inc.

MDR 1,658 2 McDermott International Inc. announced that Stephen M. Johnson wi l l reti re from his pos i tions as Chairman of the Board,

Pres ident and CEO and as a director of McDermott in December 2013 and that David Dickson has agreed to join McDermott and to

succeed Mr. Johnson as Pres ident and Chief Executive Officer. Mr. Dickson has been appointed EVP and COO, a pos i tion he wi l l

hold unti l December. Mr. Dickson has approximately 23 years of offshore oi l field engineering and construction bus iness

experience, including 11 years of experience with Technip S.A. and its subs idiaries . Mr. Dickson wi l l commence his employment

with McDermott on October 31, 2013. He wi l l ini tia l ly serve as McDermott's Chief Operating Officer, succeeding John T. McCormack,

whose reti rement from that pos i tion was previous ly announced.

6/7/12 CACI Int'l Inc. CACI 1,636 2 On June 6, 2012, CACI International Inc. announced that, Paul M. Cofoni , Pres ident and Chief Executive Officer, noti fied the company

of his intention to reti re as of December 1, 2012. To support a smooth and efficient trans i tion, effective July 1, 2012, Mr. Cofoni wi l l

assume the role of Chief Advisor to the Executive Chairman of the Board of Directors . On June 6, 2012, the company also 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.





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


8/20/13 Washington Real

Estate Investment

Trust

WRE 1,615 2 The Board of Trustees of Washington Real Estate Investment Trust (WRIT) announced the appointment of Paul T. McDermott as the

company's new Pres ident and Chief Executive Officer. He wi l l a lso serve on the WRIT Board of Trustees . Mr. McDermott wi l l succeed

George F. "Skip" McKenzie, who has served as Pres ident and CEO of WRIT s ince 2007. In January 2013, Mr. McKenzie announced his

intention to reti re pending the appointment of a successor. Mr. McDermott comes to WRIT from The Rockefel ler Group, where he

served as Senior Vice Pres ident and Managing Director and headed up the domestic acquis i tions team for Rockefel ler Group

Investment Management Corp. His respons ibi l i ties a lso included product development and portfol io strategy, as wel l as

interfacing with private equity cl ients . Mr. McDermott wi l l assume his respons ibi l i ties on October 1, 2013. At that point, Mr.

McKenzie wi l l officia l ly res ign from the Board, a l though he wi l l continue to play an advisory role during the trans i tion.

2/6/14 Proto Labs , Inc. PRLB 1,611 2 Proto Labs , Inc. announced the appointment of Victoria M. Holt as Pres ident and Chief Executive Officer, effective February 6, 2014.

Ms. Holt brings more than 30 years of experience in leadership roles with Global Fortune 500 companies across a broad range of

manufacturing, chemica l and materia ls industries . She replaces Bradley A. Cleveland, who announced his intention to res ign as

CEO. Most recently, Ms. Holt was Pres ident and Chief Executive Officer at Spartech Corporation. Prior to Spartech, she was Senior

Vice Pres ident, Glass and Fiber Glass , at PPG Industries , Inc. She a lso served in leadership pos i tions with Monsanto Company and

i ts successor, Solutia , Inc. in various management, sa les , and marketing roles .

11/8/13 New Res identia l

Investment Corp.

NRZ 1,572 2 New Res identia l Investment Corp. appointed Michael Nierenberg as CEO and pres ident, and Susan Givens as CFO and treasurer,

effective Nov. 13, 2013. Nierenberg most recently served as managing director and head of global mortgages and securi tized

products at Bank of America Merri l l Lynch. Givens was a managing director in Fortress Investment Group LLC's private equity group,

where she was respons ible for capita l markets .

10/23/13 MKS Instruments ,

Inc.

MKSI 1,559 3 MKS Instruments , Inc. announced that Leo Berl inghieri wi l l reti re as CEO and a Director of MKS at year-end 2013. The Board of

Directors has elected Gerald G. Colel la , who currently serves as Pres ident and Chief Operating Officer, to succeed Mr. Berl inghieri

as Chief Executive Officer effective January 1, 2014, at which time Mr. Colel la wi l l a lso become a member of the Board of Directors .

Mr. Colel la had previous ly succeeded Mr. Berl inghieri as Pres ident in February of this year, and has served as Chief Operating

Officer s ince 2010. Mr. Colel la joined MKS in 1983. He has served as MKS' Pres ident and COO since February 2013, after serving as

Vice Pres ident and Chief Operating Officer from January 2010 to February 2013.

1/21/14 GrafTech

International Ltd.

GTI 1,554 3 GrafTech International Ltd. announced that Chairman, Chief Executive Officer and Pres ident Cra ig Shular, age 61, has decided to

reti re as Pres ident and CEO of the company after 11 years , and 15 years with the company. Mr. Shular wi l l continue as GrafTech's

Executive Chairman of the Board unti l December 31, 2014 as part of a seamless trans i tion. The Board of Directors has appointed

Joel Hawthorne, age 49, GrafTech's current Pres ident of Engineered Solutions , as Chief Executive Officer and Pres ident, effective

immediately and elected him to GrafTech's Board of Directors .

10/31/13 Revlon, Inc. REV 1,530 4 Revlon, Inc. announced that i ts Board of Directors elected Lorenzo Delpani as the company's Pres ident and Chief Executive Officer,

effective November 1, 2013. Mr. Delpani replaces David Kennedy, who served briefly as the company's Interim Chief Executive

Officer and who wi l l continue to serve as the company's Vice Chairman. Mr. Delpani was also appointed to serve as a member of

the company's Board of Directors . Prior to joining the company as part of i ts recent acquis i tion of The Colomer Group, Mr. Delpani

served as TCG's Chief Executive Officer s ince May 2007. Before he joined TCG, Mr. Delpani served in senior executive pos i tions at

Recki tt Benckiser plc, including respons ibi l i ty for South Western Europe and for new product ini tiatives and e-bus iness . Prior to

Recki tt Benckiser, Mr. Delpani held senior marketing and executive pos i tions of increas ing scope and respons ibi l i ty with Johnson

& Johnson and The Procter & Gamble Company.

12/11/12 Magel lan Health

Services Inc.

MGLN 1,519 3 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 Chairman and CEO Ren Lerer, M.D. wi l l become the ful l -time Executive Chairman. Smith has deep knowledge of health

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, chairman, pres ident and CEO of Vis taCare, chairman and CEO of ValueRx, a divis ion of Value 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 Health Services .

11/13/13 Rent-A-Center, Inc. RCII 1,505 3 Rent-A-Center, Inc. announced that Mark E. Speese, co-founder of the Company, has decided to reti re from his pos i tion as Chief

Executive Officer, effective January 31, 2014, after twenty-seven years of service. The company also announced that the board of

directors has selected Robert D. Davis , the company's current Chief Financia l Officer, to become Chief Executive Officer on February

1, 2014. Mr. Davis a lso has been elected to the Company's Board, effective immediately. Mr. Speese wi l l continue in his role as

Chairman of the Company's Board of Directors , and J. V. Lentel l , the Lead Director of the Board, wi l l rel inquish that role on January

31, 2014, whi le remaining as a director. Mitchel l E. Fadel , the Company's Pres ident and Chief Operating Officer, whi le mainta ining

that pos i tion, has rel inquished his Board seat, effective immediately, thereby mainta ining the Board's number of non-

independent directors at i ts present level of two. Mr. Davis has served as the Company's Executive Vice Pres ident -- Finance s ince

February 2008 and has served as the Company's Chief Financia l Officer s ince March 1999. The Company also announced that

Michael S. Wi lding, the Company's current Senior Vice Pres ident -- Accounting and Global Control ler, wi l l serve as Interim Chief

Financia l Officer, effective February 1, 2014.

5/31/12 El Paso Electric Co. EE 1,469 3 On May 31, 2012, El Paso Electric Co. announced that Thomas V. Shockley, II I , who has been serving as interim CEO since the

res ignation of David W. Stevens , was appointed the company's permanent CEO on May 31, 2012.

11/13/13 Blackbaud Inc. BLKB 1,430 4 On November 8, 2013, Blackbaud Inc. entered into an employment and noncompeti tion agreement with Michael P. Gianoni under

which Mr. Gianoni wi l l become the Pres ident and Chief Executive Officer and a member of the Board of Directors of the company

effective January 13, 2014. Anthony Boor, who has served as Interim Pres ident and Chief Executive Officer s ince August 31, 2013, wi l l

continue in that role unti l January 13, 2014, after which he wi l l continue to serve as Senior Vice Pres ident and Chief Financia l

Officer. Mr. Gianoni has served as executive vice pres ident and group pres ident, Financia l Insti tutions Group at Fiserv Inc.

10/7/13 Brady Corp. BRC 1,392 4 Brady Corporation announced the reti rement of Pres ident and Chief Executive Officer Frank M. Jaehnert and the appointment of

current Senior Vice Pres ident and Chief Financia l Officer Thomas J. Felmer as Interim Pres ident and CEO. At the request of the

Board, Mr. Jaehnert wi l l remain with the Company in a consultative pos i tion unti l December 31, 2013, to ensure a sound trans i tion.

Goodkind said that Felmer wi l l reta in his respons ibi l i ties as CFO and Senior Vice Pres ident whi le the Board conducts a search for

a new Pres ident and CEO.

11/8/12 Orient-Express

Hotels Ltd.

OEH 1,385 4 Orient-Express Hotels Ltd. announced that John M. Scott II I 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 with 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 .





Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


12/16/13 FTI Consulting, Inc. FCN 1,363 4 FTI Consulting, Inc. announced that Steve Gunby, 56, has been appointed by the company's Board of Directors to become Pres ident

and Chief Executive Officer. Mr. Gunby wi l l join the company and be appointed as a director on January 20, 2014, succeeding Jack

Dunn, who wi l l leave his pos i tions as an executive officer and director after 21 years of service with the company. Mr. Gunby brings

more than 30 years of strategic, operational and performance improvement experience in global management consulting to multi -

national corporations . He has deep expertise in bui lding long-term cl ient relationships and growing a highly regarded consulting

fi rm. Mr. Gunby joins the company from The Boston Consulting Group, Inc. where he has been employed s ince 1983, and has been a

senior partner and managing director s ince 1993.

6/25/12 Cubic Corp. CUB 1,311 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 Wil 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 Chairman of the Board. Both Bi l l and Walter C. have served as Senior Executive Officers and Directors of the

company for many years .

12/30/13 Crocs , Inc. CROX 1,307 4 John McCarvel res igned from his pos i tion as Pres ident, Chief Executive Officer and director of Crocs , Inc. effective upon the earl ier

to occur of Apri l 30, 2014 or the board's appointment of his successor as Chief Executive Officer. Mr. McCarvel a lso agreed to

continue in a consulting capaci ty with the company at his regular sa lary through Apri l 30, 2014 i f his successor is appointed prior to

such date.

3/7/13 BBCN Bancorp, Inc. BBCN 1,295 5 BBCN Bancorp, Inc. announced that Kevin S. Kim, 55, Chairman of the company and Bank Boards of Directors , has been appointed to

the additional pos i tions 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.

6/18/12 The Brink's

Company

BCO 1,273 4 The Brink's Company appointed Thomas C. Schievelbein as the company's chairman 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 chairman 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.

2/14/14 Weis Markets , Inc. WMK 1,266 4 Weis Markets announced i ts Board of Directors has approved Jonathan Weis as company Pres ident and Chief Executive officer. Mr.

Weis , wi l l a lso reta in his role as company Vice Chairman. Previous ly, Mr. Weis had been serving as the company's interim CEO. As

Pres ident and CEO, Mr. Weis wi l l oversee a l l aspects of the company's reta i l , supply chain, merchandis ing, human resources ,

information technology, finance, rea l estate, and manufacturing operations .

11/12/13 HFF, Inc. HF 1,244 5 HFF, Inc. announced the voluntary res ignation of John H. Pelus i , Jr. as the Chief Executive Officer and Vice Chairman of the company,

both effective Apri l 1, 2014. The company also announced that Mark D. Gibson would succeed Mr. Pelus i as CEO of the company,

a lso effective Apri l 1, 2014. Mr. Joe B. Thornton wi l l become Pres ident of the company on that date as wel l . Mr. Gibson and Mr.

Thornton are also founding members of the fi rm and have held the pos i tion of executive managing director of HFF LP s ince 2003.

Both a lso serve on the executive committee of HFF LP and as Vice Chairman of the Board of the company.

2/11/14 Ormat

Technologies Inc.

ORA 1,244 5 Ormat Technologies Inc. announced that i ts Board of Directors has appointed Mr. Isaac Angel as Chief Executive Officer. Mr. Angel

wi l l join Ormat on Apri l 1, 2014 and assume the CEO pos i tion effective July 1, 2014. He wi l l succeed Mrs . Yehudit (Di ta) Bronicki , who

announced her reti rement in November after 50 years of service in the company. Mrs . Bronicki wi l l continue to serve as a Director

of Ormat, in a non-executive capaci ty. Mr. Angel spent 27 years in various pos i tions at Lipman Electronic Engineering Ltd., including

as i ts Pres ident and CEO, from February 1999 to November 2006, when i t was acquired by VeriFone Holdings Inc.

5/22/12 Hanger, Inc. HGR 1,235 5 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 iates . The Board of Directors of the company accepted the notice of Kirk'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 Vini t 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 i tion in the future.

12/10/13 Tessera

Technologies Inc.

TSRA 1,219 1 Tessera Technologies Inc. announced the appointment of Thomas Lacey as chief executive officer, effective immediately. Lacey,

who was appointed interim CEO in May 2013, wi l l a lso continue to serve on the company's board of directors , which he joined in

May 2013. Lacey currently serves on the board of di rectors and the audit committee of International Recti fier Corporation.

8/1/13 Weight Watchers

International , Inc.

WTW 1,208 1 Weight Watchers International , Inc. announced that James Chambers has been appointed Pres ident and Chief Executive Officer

effective July 30, 2013. He has also been elected to the company's Board of Directors as of July 30, 2013. Chambers succeeds David

Kirchhoff who noti fied the company's Board of Directors of his res ignation, effective as of July 30, 2013, as Chief Executive Officer

and a Director of the company to pursue other opportunities . Chambers joined Weight Watchers in January 2013 and has served as

Pres ident and COO since that time. Prior to joining the company, Chambers had over 30 years of genera l management, cross -

functional operational management and executive leadership experience in varied consumer-focused global industries .

1/8/13 Bi l l Barrett Corp. BBG 1,199 5 Bi l l Barrett Corp. announced that i ts board of directors 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 Officer, Pres ident and a

director of the company, effective immediately. In addition to serving as interim CEO, Mr. Woodal l wi l l mainta in his current

respons ibi l i ties as COO whi le the search i s conducted.

7/22/13 Park National

Corp.

PRK 1,161 1 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 National Corporation. Trautman wi l l then serve as pres ident and chief executive officer, whi le C. Daniel DeLawder

wi l l continue in his role as chairman of Park National Corporation. Also effective Jan. 1, 2014, Park National Corp. and Park National

Bank CFO Brady Burt wi l l assume the role of secretary of the company, currently held by Trautman.

8/16/13 Bob Evans Farms,

Inc.

BOBE 1,158 1 Bob Evans Farms, Inc. announced that effective on August 16, 2013, i t was determined that the pos i tion of chief risk and

compl iance officer would be el iminated. Richard B. Green, who held the pos i tion and was also a named executive officer of the

company wi l l remain with the company for approximately severa l months to ass is t in the trans i tion. During the trans i tion period,

Mr. Green wi l l continue to oversee key functional areas , whi le other functions of Mr. Green’s pos i tion wi l l be moved to other

individuals within the company. Effective on August 16, 2013, the pos i tion of executive vice pres ident and chief restaurant

operations officer was el iminated. Harvey Brownlee, who held the pos i tion and was also a named executive officer of the

company, has left the company.




Date Company Ticker

Market

Cap. ($ in

millions)

SIM* [1 =

best; 5 =


2/14/13 Gulfmark

Offshore, Inc.

GLF 1,155 1 Gul fmark 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 additional 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.

9/19/13 Horace Mann

Educators Corp.

HMN 1,153 1 Horace Mann Educators Corporation announced that i ts Board of Directors appointed Marita Zura i tis to the pos i tion of Pres ident

and CEO and elected her a member of Horace Mann's Board of Directors . Fol lowing a success ful four-month trans i tion period, and

cons is tent with his previous ly disclosed Trans i tion Agreement, former Pres ident and CEO Peter Heckman has res igned from the

Board. Heckman wi l l remain avai lable to the company on a consultative bas is for the remainder of the year. Zura i tis joined Horace

Mann on May 13, 2013 as Pres ident and CEO-Elect. She came to Horace Mann from The Hanover Insurance Group where she was

Pres ident of Hanover's property and casualty companies and a member of The Hanover's Executive Leadership Team.

11/5/13 Vera Bradley, Inc. VRA 1,151 1 Vera Bradley, Inc. announced that Robert T. Wal ls trom has been appointed Pres ident and Chief Executive Officer and a member of

the Board of Directors , effective November 11, 2013. Mr. Wal ls trom succeeds Michael C. Ray, who previous ly announced his

intention to reti re as CEO. Mr. Wal ls trom brings 30 years of reta i l experience to Vera Bradley, most recently serving as Pres ident of

Saks Fi fth Avenue's OFF Fi fth divis ion. Mr. Ray wi l l remain CEO unti l Mr. Wal ls trom's start date and wi l l serve in an advisory

capaci ty for a brief time period to ensure a seamless trans i tion. Mr. Ray wi l l a lso s tep down from the Board of Directors .

11/4/13 AZZ incorporated AZZ 1,132 1 AZZ incorporated announced that i t had reached an agreement with Mr. Tom E. Ferguson under which Mr. Ferguson wi l l serve as

Pres ident and Chief Executive Officer of AZZ and that Mr. Ferguson has been elected to serve on AZZ's Board of Directors . Mr.

Ferguson, 57 has extens ive experience in the industries in which AZZ operates , having served as Chief Executive Officer of FlexSteel

Pipel ine Technologies Inc. immediately prior to his employment with AZZ. Effective as of October 27, 2013, Mr. Dana L. Perry

assumed the duties of Pres ident and Chief Executive Officer of AZZ on an interim bas is fol lowing the unexpected death of Mr.

David H. Dingus on that same day. Mr. Perry wi l l rel inquish such duties to Mr. Ferguson on November 4, 2013 and wi l l continue to

serve AZZ in his capaci ty as Senior Vice Pres ident of Finance and Chief Financia l Officer.

7/31/13 Cal i fornia Water

Service Group

CWT 1,107 1 Cal i fornia Water Service Group announced that effective September 1, 2013, Chairman and Chief Executive Officer Peter C. Nelson

wi l l reti re as an employee of the company and begin serving as non-executive Chairman of the Board. Pres ident and Chief

Operating Officer Martin (Marty) A. Kropelnicki wi l l become Pres ident, Chief Executive Officer, and a member of the Board of

Directors . Nelson, 65, was elected Pres ident & Chief Executive Officer of Cal i fornia Water Service Group in 1996 and has served as

Chief Executive Officer and Chairman of the Board s ince May of 2012. Kropelnicki , 47, joined Cal i fornia Water Service Group as Vice

Pres ident, CFO and Treasurer in March of 2006, and was named Pres ident and COO in October of 2012.

2/3/14 Brown Shoe Co.

Inc.

BWS 1,084 1 Diane Sul l ivan is now CEO, pres ident and chairman of the board of Brown Shoe Company. The company's board of di rectors

appointed Sul l ivan as chairman of the board last June, and her new role became effective February 2, 2014. Sul l ivan was named

pres ident and chief executive officer in May 2011. Sul l ivan joined Brown Shoe Company in 2004 as pres ident and assumed the

additional role of chief operating officer in 2006. She was elected to Brown Shoe Company's board of di rectors in 2007. Prior to

Brown Shoe Company, she worked at The Stride Ri te Corporation, where she served as pres ident and chief operating officer of the

corporation and as a member of the board of di rectors .

2/11/14 comScore, Inc. SCOR 1,067 2 comScore, Inc. announced that i ts Board of Directors has appointed Serge Matta as Chief Executive Officer, effective March 1, 2014.

Concurrently, Dr. Magid Abraham, comScore's co-founder and current Chief Executive Officer, wi l l become Executive Chairman of the

Board of Directors . Gian Fulgoni , comScore's co-founder and current Executive Chairman of the Board of Directors , wi l l become

Chairman Emeri tus , remaining on the company's Board of Directors and mainta ining his current external -facing industry role on

behal f of comScore. Mr. Matta has been with comScore s ince shortly after i ts inception in 1999. Since June 2013, he has served as

Pres ident of comScore. Previous ly, he served as Pres ident of Commercia l Solutions , comScore's commercia l team. Prior to that role,

he oversaw comScore's global telecom and mobi le practice as Pres ident of comScore Mobi le Solutions . He was instrumental in the

expans ion of comScore's telecom solutions global ly, including the development and growth of comScore's syndicated and custom

mobi le measurement products for in-depth consumer ins ights . He s tarted his comScore career in product management where he

acquired and mainta ined a deep understanding of comScore products and technologies . Prior to joining comScore, Mr. Matta was

part of MicroStrategy's consulting group.

12/9/13 QLogic Corp. QLGC 1,067 2 QLogic announced the appointment of Prasad Rampal l i as Pres ident and Chief Executive Officer, effective February 3, 2014. Mr.

Rampal l i has over 30 years of experience working with Intel and EMC and has held s igni ficant transformational leadership roles

across information technology, solutions and platform bus iness units . At EMC, he previous ly served as Senior Vice Pres ident, EMC

Solutions Group, and most recently served as Senior Vice Pres ident, Cross Bus iness Unit Engineering. Jean Hu, who has served as

interim Chief Executive Officer s ince May, wi l l continue her role as Senior Vice Pres ident and Chief Financia l Officer.

11/19/13 Scienti fic Games

Corporation

SGMS 1,050 2 Scienti fic Games Corporation announced that i ts Board of Directors has appointed David L. Kennedy as Chief Executive Officer, who

wi l l succeed A. Lorne Wei l effective immediately. The Board of Directors a lso determined to separate the roles of Chairman and

Chief Executive Officer and has appointed Ronald O. Perelman as i ts Chairman. Mr. Kennedy has served as Vice Chairman of the

Board and a member of i ts Executive and Finance Committee s ince October 2009. Mr. Kennedy served as an executive of Scienti fic

Games from November 2010 unti l March 2012, including as Chief Adminis trative Officer from Apri l 2011 unti l March 2012.

7/30/13 AVG Technologies

N.V.

AVG 1,029 2 AVG Technologies N.V. appointed Gary Kovacs as Chief Executive Officer and Managing Director. 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 Genera l Manager and VP of Mobi le & Devices at Adobe Systems. He also held a variety of senior marketing, product

management, technica l and operating pos i tions with other industry leading companies including Macromedia , Zi Corporation.




Appendix:

Stock Price Performance of Spin-Offs


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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, 2013, the sample size is 311 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 21% and relative total return of 12% 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 58% and 53% 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 2009 to 2013.

Attractive potential takeover candidates? 33% of spun-off companies were subsequently acquired; on average the acquisition occurred 5 years 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 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.

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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 11.8% in the one-year period after the spin-off indicating that spun-off companies, on average, outperformed their sector by 11.8 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 years

Absolute Return

Average -1.7% 1.3% 7.2% 16.5% 20.7% 49.9%

Median -1.0% 1.5% 4.7% 7.5% 8.7% 15.5%

Standard Deviation 18.6% 30.3% 46.4% 69.6% 78.1% 140.1%

Hit Ratio 46.9% 52.5% 56.0% 58.2% 58.0% 60.0%

Relative Return

Average -3.0% 0.8% 4.3% 10.0% 11.8% 20.7%

Median -2.5% -1.1% -0.2% 0.4% 2.7% -0.3%


Hit Ratio 39.1% 47.5% 49.7% 51.0% 52.8% 49.8%

Note: Sector relative total return subsequent to spin-off’s effective date; cumulative non-annualized returns. US company spin-offs >$25 million 1994-2013.

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 years

Absolute Return

Average -0.6% 1.0% 3.4% 9.3% 13.5% 52.7%

Median -0.2% 2.2% 3.0% 6.5% 9.2% 15.0%


Hit Ratio 30.0% 33.3% 33.3% 39.7% 42.6% 43.1%

Relative Return

Average -1.8% -0.2% 0.2% 2.6% 4.5% 24.8%

Median -1.6% -1.6% -2.4% -1.6% -1.4% -11.9%


Hit Ratio 26.5% 28.8% 28.7% 30.8% 32.5% 28.3%

Note: Absolute total return subsequent to spin-off’s effective date; cumulative non-annualized returns. US company spin-offs >$25 million 1994-2013.



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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 72 71 70 69 68 60

Average -5.1% -2.6% 2.5% 19.4% 24.0% 70.7%

Median -3.2% 0.0% 1.9% 10.8% 9.2% 28.1%


$250 million - $5 billion

No. of Spin-offs 188 185 183 178 173 140

Average 0.3% 3.6% 11.1% 19.2% 23.3% 46.8%

Median -0.1% 2.1% 7.0% 9.8% 9.8% 18.9%


Greater than $5 billion

No. of Spin-offs 47 47 47 45 45 35

Average -4.4% -1.7% -0.9% 1.6% 6.0% 26.3%

Median -4.0% -1.5% 0.9% 5.1% 5.5% -3.2%


Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year 3 years

Relative Returns

<$250 million

No. of Spin-offs 72 71 70 69 68 60

Average -5.9% -2.9% -1.8% 9.3% 9.9% 30.9%

Median -4.4% -4.1% -7.8% -2.4% 7.5% -0.6%



No. of Spin-offs 188 185 183 178 173 140

Average -1.4% 3.4% 8.8% 13.4% 16.3% 20.8%

Median -1.8% 2.4% 3.9% 2.2% 3.4% 1.4%



No. of Spin-offs 47 47 47 45 45 35

Average -4.9% -3.7% -4.1% -2.2% -3.0% 2.7%

Median -6.5% -3.1% -2.7% 2.1% -0.6% -1.8%

Standard Deviation 10.0% 16.1% 18.0% 28.2% 31.5% 80.4% 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 1994-2013.



SSEECCTTOORR AAPPPPEEAARRSS IIMMPPOORRTTAANNTT

Spun-Off Companies Share Price Performance Classified by Company Sector

Consumer Discretionary (72)

Consumer Staples (9)

Energy (21)

Financials (39)

Health Care (22)

Industrials (38)

InformationTechnology (42)

Materials (26)

0% 20% 40% 60%

Average Spin-off. 1 Year Absolute Performance (# of companies)

Spin-off Absolute Returns By Sector

Consumer Discretionary (72)

Consumer Staples (9)

Energy (21)

Financials (39)

Health Care (22)

Industrials (38)

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 1994-2013.



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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 2009-2013 timeframe and noted the average relative share price return of 9.4%, compared to an overall 11.8% average relative share price return from 1994-2013. Spun-Off Companies’ Performance after Spin-off: 2009-2013 Spin-Offs

1 month 3 months 6 months 9 months 1 year

Absolute Return

Average 3.8% 9.5% 15.7% 22.9% 33.1%

Median 3.6% 9.6% 14.6% 23.6% 22.8%

Standard Deviation 13.6% 18.4% 27.5% 38.0% 58.8%

Hit Ratio 62.3% 73.7% 75.9% 75.0% 72.7%

Relative Return

Average 0.1% 1.9% 3.1% 4.3% 9.4%

Median -1.1% -3.1% -2.3% 2.3% 1.9%


Hit Ratio 44.3% 43.9% 48.1% 50.0% 52.3%

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.



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Spun-Off Companies’ Performance after Spin-Off by Size: 2009-2013 Spin-offs

Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year

Absolute Returns

<$250 million

No. of Spin-offs 9 8 7 7 7

Average -2.6% 12.1% 16.9% 19.5% 31.3%

Median -7.3% 20.3% 10.1% 31.1% 47.1%



No. of Spin-offs 40 37 35 30 26

Average 5.1% 10.7% 15.6% 20.9% 31.7%

Median 3.9% 7.6% 14.2% 20.3% 11.0%



No. of Spin-offs 12 12 12 11 11

Average 4.2% 4.2% 15.3% 30.6% 37.6%

Median 4.0% 7.6% 18.1% 26.0% 36.0%


Spin date Market Cap. 1 month 3 months 6 months 9 months 1 year

Relative Returns

<$250 million

No. of Spin-offs 9 8 7 7 7

Average -3.4% 7.6% 5.0% -2.3% 7.4%

Median -3.0% 13.3% -2.8% -3.6% 7.4%



No. of Spin-offs 40 37 35 30 26

Average 1.1% 2.3% 4.3% 4.1% 10.7%

Median -1.0% -3.1% 0.5% 0.7% 0.0%



No. of Spin-offs 12 12 12 11 11

Average -0.4% -3.2% -1.2% 8.9% 7.5%

Median 1.1% -5.3% -3.2% 16.8% 1.1%


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.



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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 7.6% and 5.7% in the 3 month and 1 month periods prior to the spin-off (non-annualized). On a sector relative basis, these returns were 4.5% 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 Prior

Absolute Return

Average 16.1% 10.9% 7.6% 5.7%

Median 9.2% 8.9% 6.7% 4.0%

Relative Return

Average 5.8% 4.6% 4.5% 4.2%

Median 1.4% 2.2% 3.2% 3.1%

Note: Returns prior to spin-off’s effective date; cumulative non-annualized returns. 1994-2013 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 25% absolute and 15% 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 -4% 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 36% and 31%, respectively (primarily due to the strong returns of Chipotle, KBR, and Coach). Spun-Off Companies’ Performance by Distribution Type

Spin-Off (249)

Carve-out, Spin-Off (54)

Carve-out, Split-off (8)

-20%

-10%

0%

10%

20%

30%

40%

Avera

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pin

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. 1 Y

ear

Rela

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orm

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Average 1 Year Spin-Off Return = 19%

Spin-off Absolute Returns By Distribution Type

Spin-Off (249)

Carve-out, Spin-Off (54)

Carve-out, Split-off (8)

-20%

-10%

0%

10%

20%

30%

40%

Avera

ge

Sp

in-o

ff. 1 Y

ear

Rela

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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 99 (approximately 33%) 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 8,400 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% Lucent Technologies Inc 10.2 -69%

ACCESS Systems Americas Inc 2.0 -53% Mariner Energy Inc 4.7 30%

Adesa Inc 2.6 67% McData Corp 6.0 -83%

Advanced Medical Optics Inc 6.7 114% Mcwhorter Technologies Inc 6.2 17%

Agere Systems Inc 4.8 -28% Medco Health Solutions Inc 8.6 457%

Agribrands International Inc 3.1 52% Metris Cos Inc 7.2 -10%

Agritope Inc 2.9 -19% Midas Inc 14.2 -27%

American Community Properties Trust 11.2 27% Millennium Chemicals Inc 8.2 46%

Arch Chemicals Inc 12.7 271% MIPS Technologies Inc 12.6 -76%

Ascent Entertainment Group 2.9 67% Momentum Business Applications Inc 3.2 30%

Assisted Living Concepts Inc 6.7 -38% Motorola Mobility 1.4 22%

Associates First Capital Corp 2.7 -12% Mykrolis Corp 3.4 48%

Atlas America Inc 5.6 315% Napster Inc 7.5 -82%

Avaya Inc 6.2 -37% Navigant International Inc 8.2 101%

Aviall Inc 12.8 234% Novelis Inc 2.3 98%

Barcelo Crestline Corp 3.4 121% OMI Corp 9.0 331%

BJ's Wholesale Club Inc 14.0 241% Pactiv Corp 11.0 153%

Brink's Home Security Holdings Inc 1.5 119% Palm Inc 9.9 -95%

Cable Michigan Inc 1.1 109% Pennzoil-Quaker State Co 3.8 75%

Caesars Entertainment Inc 6.4 187% Penton Media Inc 8.5 -95%

Ceridian Corp 6.6 120% Penwest Pharmaceuticals Co 12.2 -35%

Chaparral Steel Co 2.1 814% Pharmacopeia Inc 4.6 -79%

Chicago Title Corp 1.8 33% Plains Exploration & Production Co 10.5 391%

ChoicePoint Inc 11.1 470% Pulitzer Inc 6.2 82%

Cobalt Corp (United Wisconsin Services) 5.0 182% Realogy Corp 0.7 15%

Collective Brands Inc 16.4 127% Reliant Energy Inc 10.2 44%

CommScope Inc 13.5 100% Retek Inc 4.5 -81%

Conexant Systems Inc 12.3 -90% Roadway Corp 7.9 323%

CUNO Inc 8.9 380% Sabre Holdings Corp 7.0 -32%

eCost.com Inc 0.8 -76% SeraNova Inc 0.7 -78%

eFunds Corp 6.7 245% Stratos International Inc 6.2 -90%

Embarq Corp 3.1 14% Sybron Dental Specialties Inc 5.4 197%

Facet Biotech Corp 1.3 108% Synavant Inc 2.8 -64%

First National Bankshares of Florida Inc 1.0 33% Three Rivers Bancorp Inc 2.5 68%

Freescale Semiconductor Inc 2.0 117% Ticketmaster 1.4 -38%

General Instrument Corp 2.4 282% T-Mobile USA Inc (fka Voicestream) 2.1 339%

Genesis HealthCare Corp 3.6 205% Travelers Property Casualty Corp 1.6 -1%

Getchell Gold Corp 3.6 35% Triad Hospitals Inc 8.2 336%

Grant Prideco Inc 8.0 208% Triple Crown Media Inc 2.6 -96%

Hifn Inc 10.3 -81% Tween Brands Inc 10.3 -45%

Host Marriott Services Corp 3.7 106% Ubid Inc 0.9 -42%

Imagistics International Inc 3.9 246% Union Pacific Resources Group 3.8 -16%

Imperial Parking Corp 4.1 46% Varian Inc 11.1 464%

IMS Health Inc 11.7 -16% Varian Semiconductor Equipment 12.6 1181%

Intermec Inc 0.8 13% Verigy Ltd 4.7 -9%

Jefferies Group Inc 13.9 341% Viasys Healthcare Inc 5.6 138%

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%

LIN Television Corp 3.2 146%

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).

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


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MMAACCRROO RREESSEEAARRCCHH LLIIBBRRAARRYY

# Report Title Topic Date

1. Financial Institutions Key Themes Financial Institutions [CIT, ETFC, PNC] 4/10/2013 2. Earnings Quality: STOXX Europe 600 Earnings Quality / Europe 4/17/2013 3. Audio Update: Avoiding Underperforming Stocks with Chris Senyek Earnings Quality 4/18/2013 4. Pensions: State of the Union Pensions 4/30/2013 5. Key Themes: Chart Book Chart Book 5/1/2013 6. Hidden Value in Net Operating Losses (NOLs) Corporate Actions / Taxes 5/7/2013 7. Pro Forma Earnings Earnings Quality 5/9/2013 8. Buy Cyclicals in May and Go Away Portfolio Strategy 5/15/2013 9. A Primer on Stock Based Compensation Primer 5/17/2013 10. Stock Picker’s Alert: New Idea Model and Earnings Quality Stock Selection / Earnings Quality 5/21/2013 11. Proposed Lease Accounting Changes Accounting Policy 5/23/2013 12. Earnings Quality (EQ): Avoiding Underperforming Stocks Earnings Quality 5/30/2013 13. Key Themes: Chart Book Chart Book 6/3/2013 14. Increase in Rates Positive for Pension Companies Pensions 6/4/2013 15. Dividend Investing: Beyond Value Investing Portfolio Strategy / Capital Allocation 6/7/2013 16. Buy Tech – The Most Defensive Cyclical Portfolio Strategy 6/26/2013 17. Stock Picking in Technology: Where to Find Alpha Quantitative Research 6/27/2013 18. Key Themes: Chart Book Chart Book 7/1/2013 19. Our 125 Favorite Charts (2Q 2013) Portfolio Strategy 7/2/2013 20. 2Q13 Earnings Preview: Fundamentals Back in Focus Portfolio Strategy 7/10/2013 21. Audio Update: Pensions Pensions 7/11/2013 22. Financial Institutions Key Themes Financial Institutions [CIT, ETFC] 7/11/2013 23. Reacceleration, P/E Expansion, Liquidity, and Cyclicals Portfolio Strategy 7/23/2013 24. Spin-offs, Post Bankruptcy Equity & Value Opportunities Corporate Actions [ETFC, VC, ADT] 8/1/2013 25. Key Themes: Chart Book Chart Book 8/5/2013 26. A Bumpier Road Higher Portfolio Strategy 8/8/2013 27. Avoiding Underperforming Stocks: Earnings Quality (EQ) Earnings Quality 8/22/2013 28. Key Themes: Chart Book Chart Book 9/3/2013 29. Keep Your Seatbelts Fastened Portfolio Strategy 9/6/2013 30. Stock Picker’s Alert (SIM) Quantitative Research 9/10/2013 31. Shorting/Avoiding Blow-Ups: What’s Working Quantitative Research 9/26/2013 32. Still Bullish on Housing Portfolio Strategy 9/30/2013 33. Key Themes: Chart Book Chart Book 10/1/2013

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http://wolferesearch.com/email/x20130702_CS_QuarterlyPacket.pdf

http://wolferesearch.com/email/x20130710_CS_2Q13Preview.pdf

http://wolferesearch.com/a-10-minute-audio-brief-with-chris-senyek-july-11-2013/?sectors

http://wolferesearch.com/email/x20130711_CS_Financials.pdf

http://wolferesearch.com/email/x20130723_CS_Reaccel.pdf

http://wolferesearch.com/email/x20130801_CS_CorporateActions.pdf


http://wolferesearch.com/email/x20130808_CS_BumpyRoad.pdf



http://wolferesearch.com/email/x20130906_CS_MarketUpdate.pdf

http://wolferesearch.com/email/x20130910_CS_SIM.pdf

http://wolferesearch.com/email/x20130926_CS_EQandSI.pdf

http://wolferesearch.com/email/x20130930_CS_HousingOutlook.pdf



MMAACCRROO RREESSEEAARRCCHH LLIIBBRRAARRYY ((CCOONNTTIINNUUEEDD))

# Report Title Topic Date

34. Our Favorite Charts (4Q 2013) Portfolio Strategy 10/4/2013 35. Dividends: A Quarterly Guide to Investment Strategies Portfolio Strategy 10/8/2013 36. Financial Institutions Key Accounting Themes Financial Institutions [CIT, ETFC] 10/9/2013 37. Pensions: Year-End Outlook Pensions 10/11/2013 38. Consumer Discretionary Deep Dive Portfolio Strategy 10/18/2013 39. Europe: Avoiding Stock Blow-Ups Earnings Quality / Europe 10/25/2013 40. Tax Loss Selling and Year-End Mean Reversion Portfolio Strategy / Taxes 10/31/2013 41. Key Themes: Stock Selection Chart Book Chart Book 11/1/2013 42. Grinding Higher Portfolio Strategy 11/11/2013 43. Stock Picking in Financials: Where to Find Alpha Quantitative Research / Financials 11/14/2013 44. Industrials Deep Dive Portfolio Strategy 11/25/2013 45. Avoiding Underperforming Stocks: Earnings Quality (EQ) Earnings Quality 11/26/2013 46. Key Themes: Stock Selection Chart Book Chart Book 12/2/2013 47. The Time is Now: Tax Loss Selling and Year-End Mean Reversion Portfolio Strategy / Taxes 12/3/2013 48. Stock Picking in Consumer Discretionary: Where to Find Alpha Quantitative Research 12/10/2013 49. Cash Usage: How to Profit Portfolio Strategy 12/19/2013 50. Key Themes: Stock Selection Chart Book Chart Book 1/2/2014 51. Pensions: 2014 Outlook Pensions 1/3/2014 52. 2014 Outlook: A Year of Transition Portfolio Strategy 1/6/2014 53. Conference Call: 2014 Strategy Outlook: A Year of Transition Portfolio Strategy 1/7/2014 54. Stock Picker’s Alert: Stock Idea Model New Year Refresh Quantitative Research 1/8/2014 55. The Great Capex Debate Portfolio Strategy 1/17/2014 56. Addressing the Three Biggest Pushbacks to Our Call Portfolio Strategy 1/29/2014 57. Time to Pull the Rip Cord? Portfolio Strategy 1/31/2014 58. Key Themes: Stock Selection Chart Book Chart Book 2/3/2014 59. Dividends: A Quarterly Guide to Investment Strategies Portfolio Strategy 2/7/2014 60. Stock Picking in Healthcare: Where to Find Alpha Quantitative Research 2/20/2014 61. 10-K Navigation Guide: A Primer on Reading Annual Reports Primer 2/27/2014 62. Key Themes: Stock Selection Chart Book Chart Book 3/3/2014 63. To Money Velocity and Beyond Portfolio Strategy 3/6/2014 64. Healthcare Sector Deep Dive Portfolio Strategy 3/18/2014 65. Cookie Jar Reserves Accounting Top 10 3/21/2014 66. Senyek’s Global Macro Pulse Portfolio Strategy 3/24/2014 67. Avoiding Blow-Ups: Earnings Quality (EQ) Update Earnings Quality 3/25/2014 68. Housing Deceleration Portends Mid-Year Soft Patch Portfolio Strategy 3/28/2014 69. Pensions Accounting Top 10 3/28/2014 70. Key Themes: Stock Selection Chart Book Chart Book 4/1/2014 71. Stock Picker’s Alert: Stock Idea Model Refresh Quantitative Research 4/2/2014 72. How to Spot PP&E Earnings Management Accounting Top 10 4/4/2014 73. Quarterly Field Guide (2Q 2014) Portfolio Strategy 4/7/2014 74. Financial Institutions Key Accounting Themes Financial Institutions [CIT] 4/9/2014 75. Cost Capitalization Accounting Top 10 4/11/2014 76. Convertible Bonds Accounting Top 10 4/17/2014 77. Flashing Yellow Portfolio Strategy 4/21/2014 78. Warning Signs From Taxes Accounting Top 10 4/25/2014 79. A Rockier Path Ahead Portfolio Strategy 4/30/2014 80. Key Themes: Stock Selection Chart Book Chart Book 5/1/2014 * Our recurring research pieces not listed in this library include the following: Monday Portfolio Strategy Audio Briefs, Friday “Senyek’s Weekly Spin-Off Update”, monthly "Senyek's Stock Ideas Spreadsheet", and weekly earnings trackers during earnings seasons. 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.

http://wolferesearch.com/email/x20131004_CS_QuarterlyPacket.pdf

http://wolferesearch.com/email/x20131008_CS_Dividends.pdf


http://www.wolferesearch.com/email/x20131011_CS_Pensions.pdf

http://wolferesearch.com/email/x20131018_CS_DiscretionaryDeepDive.pdf

http://www.wolferesearch.com/email/x20131025_CS_EuropeanEQ.pdf

http://www.wolferesearch.com/email/x20131031_CS_YETrading.pdf


http://wolferesearch.com/email/x20131111_CS_MarketUpdate.pdf

http://www.wolferesearch.com/email/x20131114_CS_Financials.pdf

http://wolferesearch.com/email/x20131125_CS_IndustrialsDeepDive.pdf



http://www.wolferesearch.com/email/x20131203_CS_YETrading.pdf

http://www.wolferesearch.com/email/x20131210_CS_Discretionary.pdf

http://wolferesearch.com/email/x20131219_CS_CashUsage.pdf



http://wolferesearch.com/email/x20140106_CS_2014Outlook.pdf

http://wolferesearch.com/wolfe-research-portfolio-strategy-conference-call-2014-portfolio-strategy-outlook/


http://wolferesearch.com/email/x20140117_CS_The_Great_Capex_Debate.pdf

http://wolferesearch.com/email/x20140129_CS_OutlookPushback.pdf

http://wolferesearch.com/email/x20140131_CS_Emerging_Markets.pdf


http://www.wolferesearch.com/email/x20140207_CS_Dividends.pdf

http://www.wolferesearch.com/email/x20140220_CS_Healthcare.pdf

http://wolfetrahan.com/email/x20140227_CS_10K_Guide.pdf


http://wolferesearch.com/email/x20140306_CS_Credit.pdf

http://wolferesearch.com/email/x20140318_CS_HC_DeepDive.pdf

http://www.wolferesearch.com/email/x20140321_CS_Reserves.pdf

http://wolferesearch.com/email/x20140324_CS_GlobalPulse.pdf


http://wolferesearch.com/email/x20140328_CS_Housing.pdf




http://wolferesearch.com/email/x20140404_CS_PPE.pdf

http://wolferesearch.com/email/x20140407_CS_QtrlyFieldGuide2Q14.pdf


http://www.wolferesearch.com/email/x20140411_CS_CostCap.pdf

http://www.wolferesearch.com/email/x20140417_CS_Converts.pdf

http://wolferesearch.com/email/x20140421_CS_Update.pdf

http://wolferesearch.com/email/x20140425_CS_Taxes.pdf

http://wolferesearch.com/email/x20140430_CS_RockierPath.pdf



DDIISSCCLLOOSSUURREESS

Analyst Certification: The analyst of Wolfe Research primarily responsible for this research report whose name appears first on the front page of this research report hereby certifies that (i) the recommendations and opinions expressed in this research report accurately reflect the research analysts’ personal views about the subject securities or issuers and (ii) no part of the research analysts’ compensation was, is or will be directly or indirectly related to the specific recommendations or views contained in this report. Other Disclosures: Wolfe Research, LLC does not assign ratings of Buy, Hold or Sell to the stocks it covers. Outperform, Peer Perform and Underperform are not the respective equivalents of Buy, Hold and Sell but represent relative weightings as defined above. To satisfy regulatory requirements, Outperform has been designated to correspond with Buy, Peer Perform has been designated to correspond with Hold and Underperform has been designated to correspond with Sell. Wolfe Research Securities and Wolfe Research, LLC have adopted the use of Wolfe Research as brand names. Wolfe Research Securities, a member of FINRA (www.finra.org) is the broker-dealer affiliate of Wolfe Research, LLC and is responsible for the contents of this material. Any analysts publishing these reports are dually employed by Wolfe Research, LLC and Wolfe Research Securities. The content of this report is to be used solely for informational purposes and should not be regarded as an offer, or a solicitation of an offer, to buy or sell a security, financial instrument or service discussed herein. Opinions in this communication constitute the current judgment of the author as of the date and time of this report and are subject to change without notice. Information herein is believed to be reliable but Wolfe Research and its affiliates, including but not limited to Wolfe Research Securities, makes no representation that it is complete or accurate. The information provided in this communication is not designed to replace a recipient's own decision-making processes for assessing a proposed transaction or investment involving a financial instrument discussed herein. Recipients are encouraged to seek financial advice from their financial advisor regarding the appropriateness of investing in a security or financial instrument referred to in this report and should understand that statements regarding the future performance of the financial instruments or the securities referenced herein may not be realized. Past performance is not indicative of future results. This report is not intended for distribution to, or use by, any person or entity in any location where such distribution or use would be contrary to applicable law, or which would subject Wolfe Research, LLC or any affiliate to any registration requirement within such location. For additional important disclosures, please see www.WolfeResearch.com/Disclosures. The views expressed in Wolfe Research, LLC research reports with regards to sectors and/or specific companies may from time to time be inconsistent with the views implied by inclusion of those sectors and companies in other Wolfe Research, LLC analysts’ research reports and modeling screens. Wolfe Research communicates with clients across a variety of mediums of the clients’ choosing including emails, voice blasts and electronic publication to our proprietary website. Copyright © Wolfe Research, LLC 2014. All rights reserved. All material presented in this document, unless specifically indicated otherwise, is under copyright to Wolfe Research, LLC. None of the material, nor its content, nor any copy of it, may be altered in any way, or transmitted to or distributed to any other party, without the prior express written permission of Wolfe Research, LLC. This report is limited for the sole use of clients of Wolfe Research. Authorized users have received an encryption decoder which legislates and monitors the access to Wolfe Research, LLC content. Any distribution of the content produced by Wolfe Research, LLC will violate the understanding of the terms of our relationship.

http://www.wolferesearch.com/Disclosures

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