TRANSPORTATION & LOGISTICS

Transcription

1 Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

2 WHAT WE RE READING SAMSUNG TO DEVELOP COMPONENTS FOR SELF-DRIVING CARS Samsung Electronics Co. says it will establish a new team for developing nextgeneration auto parts, joining global technology heavyweights in betting on the automotive market to drive growth. The new team will be separate from the company s existing three business units and will focus on making components used in self-driving and Internet-connected cars. The announcement is the company s first official acknowledgment of its interest in the automotive business where information technology is expected to play an increasing role in the gradual shift toward next-generation cars including electric vehicles and selfdriving cars. Wall Street Journal AMERICANS SAVE $363 MILLION USING INDEPENDENTLY PRODUCED PARTS The Quality Parts Coalition (QPC) released a new report, confirming the significant price gap between car company brand and independently produced auto collision repair parts that consumers need to repair their vehicles after an accident. The report revealed that American consumers saved more than $363 million by using independently produced parts rather than parts sold under car company brand names during the past five years. Quality Parts Coalition TRANSPORTATION BILL, WITH TIRE PROVISIONS, SENT TO PRES. OBAMA Having been passed by both the U.S. House of Representatives and Senate, the $305 billion five-year transportation infrastructure bill was sent to the White House on December 4. President Obama signed the bill, which, in addition to providing federal money to highway, transit and rail projects, also includes several provisions related to tire standards and registration. Related to tires, the bill contains three provisions advocated by RMA: setting minimum tire performance standards for tire fuel efficiency and wet traction; tire registration at point-of-sale; and the creation of a consumer-friendly tire recall search tool. Aftermarket News U.S. PROPOSES MAJOR CHANGES TO VEHICLE CRASH RATINGS Federal regulators proposed overhauling the government s five-star vehicle safety ratings to add scores for crash avoidance technology and pedestrian protection and to incorporate a new test that measures performance in a frontal offset crash. The new system, which would allow vehicles to be scored in half-star increments for the first time, would be used on cars and trucks starting with the 2019 model year. The National Highway Traffic Safety Administration said it plans to collect public comments and issue a final decision by the end of Automotive News CONTENTS M&A TRANSACTIONS PUBLIC MARKETS OVERVIEW STOCK PRICE PERFORMANCE OUR GROUP CONTACTS UNITED STATES Frank Mountcastle Managing Director [email protected] +1 (804) Jason Bass Managing Director [email protected] +1 (804) Joe Conner Managing Director [email protected] +1 (804) Jershon Jones Director [email protected] +1 (804) Jeff Burkett Director [email protected] +1 (804) Jeff Kidd Vice President [email protected] +1 (804) EUROPE Jeffery Perkins Managing Director [email protected] +49 (0) PEP BOYS ACCEPTS BRIDGESTONE OFFER OVER ICAHN COUNTERBID Pep Boys accepted a sweetened, $15.50-a-share bid from Bridgestone Corp., which matched a counteroffer from billionaire investor Carl Icahn. The revised offer represents a total price of about $863 million, up $28 million, according to a statement Friday. Bridgestone, based in Tokyo, plans to use Pep Boys to push deeper into the U.S. and create the world s largest chain of tire and automotive centers. Bridgestone had previously agreed to buy Pep Boys for about $835 million, or $15 a share, in October. Bloomberg Business PAGE 1

3 M&A TRANSACTIONS RECENT M&A TRANSACTIONS 1,2 Date Target Business Description Acquirer 12/12/2015* Pep Boys - Manny, Moe & Jack Engages in the automotive aftermarket service and retail business. The company s service locations offer a range of automotive maintenance and repair services. 12/8/2015 Aquia Auto Parts, Inc. Distributes paints, coatings, and other finishes for the automotive market. Bridgestone Retail Operations, LLC Finishmaster Inc. 11/24/2015 Dynojet Research, Inc. Develops and manufactures fuel management and diagnostic products. Irving Place Capital; New Value Capital 11/19/2015 Colorado Components, Inc. Manufactures wheel alloys, tires, and accessories for all-terrain Wheel Pros, LLC vehicles, utility-terrain vehicles, low speed vehicles, recreational vehicles, side by sides, and golf carts. 11/2/2015 Reading Truck Body, LLC Manufactures truck bodies and accessories. J.B. Poindexter & Co., Inc. 11/2/2015 Compass Automotive Group, LLC Manufactures safety-critical aluminum automotive components for cars, motorcycles, and light trucks. Shipston Group Limited 10/28/2015 Filter Sensing Technologies, Inc. Develops advanced measurement and control technologies. CTS Corporation 10/28/2015 Interstate Tire Distributor, Inc. Markets and distributes tires and wheels in California, Arizona, Utah, and Nevada. Omni United (S) Pte. Ltd. 10/26/2015* AL-KO Vehicle Technology Designs and manufactures trailer axles, trailer and caravan components, chassis, and motorized chassis. Dexter Axle Company, Inc. 10/22/2015 Carstar, Inc. Provides auto repair services in the United States and Canada through its network of auto repair shops. Driven Brands, Inc. 10/21/2015 Who-Rae Pty Ltd Supplies automotive aftermarket accessories for retailers worldwide. Kraco Enterprises LLC 9/29/2015 Know How Systems Global LLC Provides automotive hail damage repair and paintless dent removal services. Dent Wizard International Corporation 9/29/2015 Eastern Manufacturing Inc. Designs, manufactures, and supplies exhaust and emissions products for automotive, light truck, heavy-duty, off-road vehicles, and industrial applications. 9/25/2015* Truck-Lite Co., LLC Manufactures and distributes safety lighting products and accessories to heavy-duty truck, trailer, and commercial vehicle industries. 9/23/2015* BraunAbility Manufactures automotive aftermarket mobility products for people with disabilities. AP Exhaust Products, Inc. BDT Capital Partners, LLC; Koch Equity Development, LLC Patricia Industries AB 9/22/2015 MSD LLC Designs, develops, tests, and manufactures ignition components. Lincolnshire Management, Inc 9/21/2015 Vintage Parts, Inc. Purchases and sells original equipment manufacturer obsolete, slow moving, and inactive parts for various industries and manufacturers. GenNx360 Capital Partners 9/13/2015* Solera Holdings Inc. Provides risk and asset management software and services to the automotive and property marketplace. Vista Equity Partners *Denotes pending transactions PAGE 2

4 PUBLIC MARKETS OVERVIEW TEV / LTM EBITDA TEV / 2015E EBITDA Dealerships and Services Providers 12.7x Dealerships and Services Providers 12.4x 12.4x 11.5x 9.7x 9.6x 5.9x 7.1x AVERAGE REVENUE GROWTH ( ) AVERAGE REVENUE GROWTH ( P) Dealerships and Services Providers 14.7% Dealerships and Services Providers 11.9% 7.6% 3.7% 4.4% 1.0% 3.7% (0.9%) AVERAGE EBITDA GROWTH ( ) AVERAGE EBITDA GROWTH ( P) Dealerships and Services Providers 15.9% 21.2% 9.3% Dealerships and Services Providers 13.0% 3.3% 9.8% 0.7% 4.5% PAGE 3

5 STOCK PRICE PERFORMANCE MEDIAN % CHANGE (1 MONTH) MEDIAN % CHANGE (12 MONTH) S&P 500 (1.3%) S&P % Dealerships and Service Providers (1.1%) Distributors and Retailers 14.6% Distributors and Retailers (3.3%) Dealerships and Service Providers 5.1% Vehicle Manufacturers (1.8%) 1.7% (2.6%) Vehicle Manufacturers (9.6%) TRAILING TWELVE MONTHS (Indexed to December 11, 2014) 40% 30% 20% 10% 0% (10%) (20%) Dec Mar Jun Sep Dec Dealerships and Service Providers S&P 500 Index PAGE 4

6 OUR GROUP Harris Williams & Co. is a leading advisor to the transportation and logistics M&A market. Our Transportation & Logistics Group serves companies in a broad range of attractive niches, including third-party logistics (3PL), truck, rail, marine and air transportation, transportation equipment, and the automotive and heavy duty vehicle market. RECENTLY CLOSED T&L TRANSACTIONS has acquired RCL Services Group in partnership with and has sold and to DEEP EXPERIENCE ACROSS T&L SECTORS THIRD-PARTY LOGISTICS RAIL & RAIL SERVICES MARINE TRANSPORTATION TRANSPORTATION EQUIPMENT NICHE TRANSPORTATION AUTOMOTIVE & HEAVY DUTY VEHICLE AIR TRANSPORTATION PAGE 5

7 OUR FIRM Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at Aerospace, Defense & Government Services Building Products & Materials Business Services Consumer Energy, Power & Infrastructure Healthcare & Life Sciences Industrials Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. OFFICE LOCATIONS Boston Two International Place 24th Floor Boston, Massachusetts Phone: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota Phone: +1 (612) UNITED STATES Richmond (Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) San Francisco 575 Market Street 31st Floor San Francisco, California Phone: +1 (415) EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) Beijing Hong Kong Mumbai NETWORK OFFICES New Delhi Shanghai PAGE 6

8 PUBLIC COMPARABLES Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA ($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Dec-14 Jun-15 Current 2015E 2016P Automotive Aftermarket BorgWarner Inc. $10,064 $41.12 (2.7%) (23.0%) $ % 9.2x 10.6x 7.5x 7.5x 6.6x Cooper Tire & Rubber Co. 2, (5.2%) 34.4% % 4.0x 4.1x 4.2x 4.8x 4.7x Dorman Products, Inc. 1, (2.4%) (3.6%) % 10.8x 11.5x 10.1x 9.6x 9.1x Federal-Mogul Holdings Corporation 4, (12.8%) (52.9%) % 7.7x 8.3x 7.2x 6.8x 6.2x The Goodyear Tire & Rubber Company 14, % 24.1% % 5.7x 6.0x 5.9x 5.6x 5.3x Modine Manufacturing Company % (28.8%) % 6.3x 5.7x 5.3x 4.4x 4.5x Motorcar Parts of America, Inc % 17.9% % 15.4x 15.6x NM 10.9x 8.6x Standard Motor Products Inc (8.0%) 6.9% % 6.7x 7.6x 7.9x 8.8x 7.7x Tenneco Inc. 4, (8.3%) (7.5%) % 5.8x 6.5x 5.6x 5.2x 4.8x Visteon Corporation 2, % 23.8% % NM 8.7x 3.4x 9.0x 8.1x Median (2.6%) 1.7% 86.6% 6.7x 8.0x 5.9x 7.1x 6.4x Advance Auto Parts Inc. $12,303 $ (22.1%) (3.5%) $ % 11.8x 10.5x 9.5x 9.9x 8.7x AutoZone, Inc. 28, (0.7%) 30.0% % 11.1x 11.9x 12.5x 12.6x 11.8x Genuine Parts Company 13, (1.5%) (14.1%) % 12.6x 11.5x 10.7x 10.5x 10.2x LKQ Corp. 10, (4.8%) (0.8%) % 13.6x 13.0x 12.1x 12.0x 10.7x O'Reilly Automotive Inc. 26, (4.9%) 34.4% % 14.4x 15.4x 15.7x 15.4x 14.0x Pep Boys - Manny, Moe & Jack 1, % 93.3% % 9.3x 11.7x 14.2x 11.6x 11.4x U.S. Auto Parts Network, Inc (5.9%) (12.5%) % 17.6x 20.0x 17.6x 11.5x 8.4x Uni-Select Inc. 1, (1.7%) 121.9% % 8.9x 12.4x 12.4x 11.1x 11.0x Median (3.3%) 14.6% 90.5% 12.2x 12.2x 12.4x 11.5x 10.8x Dealerships and Service Providers Asbury Automotive Group, Inc. $3,457 $73.02 (4.0%) (3.4%) $ % 11.8x 12.7x 10.5x 10.4x 9.7x AutoNation, Inc. 12, (1.4%) 7.1% % 13.1x 12.9x 12.2x 11.9x 10.7x Boyd Group Income Fund % 46.9% % 13.6x 13.4x 13.8x 12.9x 11.1x CarMax Inc. 21, % (0.4%) % NM NM 18.4x 20.0x 17.4x Copart, Inc. 4, % 5.1% % 12.6x 11.5x 12.3x 12.1x 11.2x Group 1 Automotive Inc. 4, (5.6%) (11.1%) % 12.6x 11.5x 11.1x 11.3x 10.5x KAR Auction Services, Inc. 8, % 12.2% % 14.3x 13.1x 12.7x 12.4x 11.4x Lithia Motors Inc. 5, % 50.0% % 12.7x 16.2x 14.3x 13.8x 12.3x Monro Muffler Brake Inc. 2, (1.1%) 26.9% % 14.7x 15.4x 16.4x 18.2x 15.1x Penske Automotive Group, Inc. 8, (6.8%) (6.4%) % 14.2x 14.9x 13.1x 13.0x 12.0x Sonic Automotive Inc. 3, (3.7%) (9.7%) % 10.8x 10.8x 11.0x 11.2x 10.5x Median (1.1%) 5.1% 92.8% 12.9x 13.0x 12.7x 12.4x 11.2x PAGE 7

9 PUBLIC COMPARABLES Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA ($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Dec-14 Jun-15 Current 2015E 2016P Automotive Aftermarket Bayerische Motoren Werke Aktiengesellschaft $160,738 $ % 8.6% $ % 10.5x 11.7x 11.3x 10.5x 9.8x Daimler AG 188, (1.0%) 13.5% % 11.2x 12.5x 10.8x 8.8x 8.3x Ford Motor Co. 159, (2.6%) (7.9%) % 14.6x 14.3x 12.1x 15.3x 12.8x General Motors Company 91, (0.1%) 11.4% % 6.7x 8.2x 6.8x 6.0x 5.6x Harley-Davidson, Inc. 14, (5.5%) (31.4%) % 13.0x 11.3x 10.7x 10.7x 10.2x Navistar International Corporation 5, (27.3%) (74.3%) % NM 18.1x 16.5x 10.5x 7.4x Oshkosh Corporation 3, (3.1%) (11.2%) % 6.7x 8.5x 7.6x 7.3x 7.5x PACCAR Inc. 22, (6.1%) (28.4%) % 12.7x 11.0x 7.9x 9.0x 9.5x Toyota Motor Corporation 315, (0.3%) 1.0% % 10.2x 10.0x 8.4x 10.2x 9.3x Volkswagen AG 166, % (27.1%) % 7.8x 8.7x 8.6x 6.9x 6.0x Median (1.8%) (9.6%) 75.4% 10.5x 11.1x 9.7x 9.6x 8.8x PAGE 8

10 PUBLIC COMPARABLES Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) E 2016P '11-14 '14-16P E 2016P '11-14 '14-16P Automotive Aftermarket BorgWarner Inc. $7,115 $7,183 $7,437 $8,305 $7,841 $9, % 6.1% $1,073 $1,126 $1,224 $1,398 $1,337 $1, % 3.7% Cooper Tire & Rubber Co. 3,908 4,201 3,439 3,425 2,964 3,018 (4.3%) (6.1%) % (5.3%) Dorman Products, Inc % 6.0% % 6.0% Federal-Mogul Holdings Corporation 6,719 6,444 6,786 7,317 7,390 7, % 1.8% (0.6%) 3.9% The Goodyear Tire & Rubber Company 22,767 20,992 19,540 18,138 16,435 16,418 (7.3%) (4.9%) 1,893 1,819 2,105 2,251 2,526 2, % 9.6% Modine Manufacturing Company 1,448 1,577 1,376 1,478 1,513 1, % (2.7%) % (0.0%) Motorcar Parts of America, Inc % 21.5% % 54.5% Standard Motor Products Inc , % 2.5% % (3.5%) Tenneco Inc. 7,205 7,363 7,964 8,420 8,199 8, % 1.2% % 7.1% Visteon Corporation 7,532 5,715 6,371 7,509 3,089 3,233 (0.1%) (34.4%) % (31.4%) Total $58,243 $55,173 $54,774 $56,582 $49,529 $51, % (0.9%) $5,319 $5,503 $6,023 $6,590 $6,429 $6, % 4.5% Advance Auto Parts Inc. $6,170 $6,205 $6,494 $9,844 $9,765 $9, % 0.4% $841 $847 $901 $1,243 $1,265 $1, % 6.5% AutoZone, Inc. 8,073 8,604 9,148 9,475 10,151 10, % 6.4% 1,691 1,841 2,000 2,081 2,229 2, % 7.0% Genuine Parts Company 12,459 13,014 14,078 15,342 15,371 15, % 1.5% 998 1,114 1,209 1,273 1,272 1, % 2.2% LKQ Corp. 3,270 4,123 5,063 6,740 7,249 7, % 7.7% % 10.0% O'Reilly Automotive Inc. 5,789 6,182 6,649 7,216 7,927 8, % 8.5% 1,030 1,159 1,291 1,468 1,717 1, % 13.2% Pep Boys - Manny, Moe & Jack 1,989 2,064 2,091 2,067 2,089 2, % 0.3% (11.3%) (7.7%) U.S. Auto Parts Network, Inc (4.7%) 3.4% (26.1%) 44.2% Uni-Select Inc. 1,781 1,798 1,788 1,784 1,364 1, % (20.2%) (1.8%) 3.4% Total $39,857 $42,293 $45,565 $52,751 $54,210 $56, % 1.0% $5,250 $5,687 $6,230 $7,062 $7,539 $8, % 9.8% Dealerships and Service Providers Asbury Automotive Group, Inc. $4,004 $4,475 $5,128 $5,639 $6,606 $7, % 11.7% $171 $210 $259 $297 $337 $ % 9.5% AutoNation, Inc. 13,305 15,020 16,674 18,180 21,010 23, % 12.6% ,040 1, % 12.2% Boyd Group Income Fund % 25.4% % 29.2% CarMax Inc. 8,976 10,004 10,963 12,574 14,269 15, % 10.4% ,076 1, % 14.1% Copart, Inc ,046 1,163 1,145 1, % 1.0% % 9.1% Group 1 Automotive Inc. 5,884 7,216 8,607 9,571 10,656 11, % 8.5% % 5.3% KAR Auction Services, Inc. 1,886 1,963 2,173 2,365 2,608 2, % 8.4% % 11.5% Lithia Motors Inc. 2,549 3,204 3,867 5,200 7,850 8, % 28.0% % 23.7% Monro Muffler Brake Inc % 8.0% % 15.3% Penske Automotive Group, Inc. 10,769 12,584 14,074 16,741 19,128 20, % 10.3% % 10.3% Sonic Automotive Inc. 7,312 8,115 8,571 8,897 9,623 10, % 6.2% % 2.2% Total $56,453 $64,508 $72,256 $81,765 $94,638 $101, % 11.9% $3,392 $3,817 $4,215 $4,782 $5,416 $5, % 13.0% PAGE 9

11 PUBLIC COMPARABLES Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) E 2016P '11-14 '14-16P E 2016P '11-14 '14-16P Automotive Aftermarket Bayerische Motoren Werke Aktiengesellschaft $56,638 $63,246 $62,018 $87,973 $100,839 $103, % 8.7% $11,419 $11,684 $11,589 $14,250 $15,592 $16, % 6.4% Daimler AG 104, , , , , , % 16.1% 11,951 11,980 11,981 14,394 20,932 21, % 22.9% Ford Motor Co. 128, , , , , , % 3.5% 12,163 11,464 12,370 11,211 10,324 12,257 (2.7%) 4.6% General Motors Company 148, , , , , , % (1.0%) 12,648 10,914 12,356 9,084 15,130 15,978 (10.4%) 32.6% Harley-Davidson, Inc. 4,662 4,943 5,258 5,568 5,336 5, % (0.8%) 1,078 1,198 1,317 1,460 1,358 1, % (0.9%) Navistar International Corporation 13,441 12,527 10,617 10,653 10,225 9,903 (7.5%) (3.6%) 958 (468) (375) (48.9%) 138.1% Oshkosh Corporation 7,539 8,141 7,665 6,808 6,076 6,322 (3.3%) (3.6%) (2.3%) (7.8%) PACCAR Inc. 15,326 15,952 15,949 17,793 18,138 17, % (0.1%) 1,807 1,927 2,047 2,446 2,398 2, % (2.3%) Toyota Motor Corporation 147, , , , , , % 8.2% 13,652 11,822 20,895 29,424 30,003 33, % 6.3% Volkswagen AG 156, , , , , , % 9.6% 18,424 21,427 21,083 22,634 25,251 28, % 12.2% Total $783,747 $829,076 $874,030 $939,257 $1,047,454 $1,078, % 3.7% $84,768 $82,458 $93,898 $105,654 $122,017 $132, % 21.2% PAGE 10

12 TRANSPORTATION & LOGISTICS SOURCES 1. Capital IQ. 2. MergerMarket. DISCLOSURES Harris Williams & Co. ( is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS. The information and views contained in this report were prepared by Harris Williams & Co. ( Harris Williams ). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams prior written consent. Copyright 2015 Harris Williams & Co., all rights reserved. PAGE 11