BUSINESS SERVICES INDUSTRY UPDATE JUNE

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1 Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number Directors: Mr. Christopher Williams, Mr. Ned Valentine, Mr. Paul Poggi and Mr. Thierry Monjauze, authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

2 WHAT WE RE READING HW&CO. DEAL SPOTLIGHT: HEALTH & SAFETY INSTITUTE a portfolio company of has been acquired by Harris Williams & Co. served as the exclusive advisor to Health & Safety Institute ( HSI ) in its sale to The Riverside Company. HSI is a premier provider of emergency care, workplace safety, professional responder, and health and safety compliance training. The company s training products and services help organizations remain in compliance with federal, state and local regulations. HSI is headquartered in Eugene, Oregon with offices in Michigan and Canada. GETTING A PIECE OF BUSINESS PROCESS OUTSOURCING Forbes recently published an article highlighting the growth of the business process outsourcing ( BPO ) sector. BPO companies operate within the broader outsourcing services sector, which has grown from $45 billion in 2000 to $100 billion globally in While the manufacturing sector was the first industry to rely heavily on BPO services, Forbes noted the continued adoption in other industries, as companies seek to reduce costs. Read the article here. STRONG GAINS IN HIRING PUT EYES ON FED While 280,000 jobs were added in May, the unemployment rate slightly increased by 0.1% to 5.5%. The uptick in the unemployment rate was driven by more Americans joining the workforce and indicates increased confidence in ability to find work. Additionally, economists have noted an increase in wages, which, when paired with continued job creation, serves as positive economic indicator to the Fed. According to The Wall Street Journal, [it] is likely to reassure Fed officials the economy is healthy enough to begin raising interest rates from near zero as soon as their September policy meeting. Read the article here. INSURANCE M&A SEEN HEATING UP, LED BY AIG, ACE & MARKEL Although deal volume in the insurance industry remains well below pre-crisis levels, the pace has quickened in recent months and rebound is likely to continue, according to a recent article published by The Street. According to Boris Lukan, a member of Deloitte Consulting s US Insurance practice, insurance companies are starved for growth [and] given low organic growth, public companies looking to increase their share prices and earn higher multiples will need to do deals. The article reports that while insurance brokerage firms have contributed to the majority of recent deal activity, reinsurance carriers will likely spur the greatest volume in the future. CONTENTS BUSINESS SERVICES UPDATE EQUITY TRADING OVERVIEW ECONOMIC TRENDS M&A MARKET TRENDS PUBLIC COMPARABLES HW&Co. TRANSACTIONS GROUP OVERVIEW Harris Williams & Co. is a leading advisor to the business services market. Our significant experience covers a broad range of end markets, industries, and business models. This particular report focuses on trends and metrics in the following areas: Business Process Outsourcing Consulting Human Resources Insurance, Legal, and Risk Marketing and Information Transaction Processing Education and Training CONTACTS Derek Lewis Managing Director dlewis@harriswilliams.com +1 (804) Bob Baltimore Managing Director bbaltimore@harriswilliams.com +1 (804) Dave Kennedy Director dkennedy@harriswilliams.com +1 (804) John Klim Director jklim@harriswilliams.com +1 (804) Marshall Croft Vice President mcroft@harriswilliams.com +1 (804) ALLIANT REPORTS SIGNIFICANT INVESTMENT FROM STONE POINT CAPITAL Alliant Insurance, a specialty insurance brokerage, recently announced that the company received a significant equity investment, reports Insurance Journal in a recent article. Stone Point s investment marks the third institutional investment in the company, including Blackstone in 2007 and KKR in PAGE 1

3 12-month % Change in Stock Price BUSINESS SERVICES EQUITY TRADING OVERVIEW KEY TRADING STATISTICS 1,2 Sector Number of Companies Median Enterprise Value ($mm) Change in Stock Price LTM Multiples 2015E 3 mos. 12 mos. EV/EBITDA P/E EV/EBITDA P/E Business Process Outsourcing 11 $5, % 23.8% 12.4x 24.7x 10.4x 15.9x Consulting 10 1, % 10.3% 10.9x 22.5x 8.7x 18.8x Human Resources 17 1, % 15.6% 12.8x 26.8x 9.6x 17.7x Insurance, Legal, and Risk 7 10,295 (1.7%) 14.7% 12.7x 22.1x 10.9x 17.6x Marketing & Information 29 6, % 7.6% 14.1x 22.3x 11.7x 19.9x Transaction Processing 9 8, % 24.3% 14.2x 25.7x 11.8x 18.8x Education & Training (10.4%) (8.2%) 6.1x 18.6x 6.4x 20.2x Business Index 100 $5, % 14.7% 12.7x 22.5x 10.4x 18.8x As of June 23, 2015 PUBLIC COMPANY SECTOR PERFORMANCE 1,2 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% 9.6x 10.4x 11.8x 10.4x 10.5x 8.7x 11.7x 10.9x 6.4x 13.0x 12.0x 11.0x 10.0x 9.0x 8.0x 7.0x 6.0x EV/2015E EBITDA Multiple (5.0%) 5.0x (10.0%) Human Resources Business Transaction Process Processing Outsourcing Business Index S&P 500 Consulting Marketing & Information Insurance, Education & Legal, and Training Risk 4.0x 12-month % Change in Stock Price EV/2015E EBITDA Multiple As of June 23, 2015 PAGE 2

4 YOY Change BUSINESS SERVICES ECONOMIC TRENDS A SNAPSHOT OF KEY ECONOMIC INDICATORS U.S. GDP GROWTH 3 CONS. CONFIDENCE AND UNEMPLOYMENT RATE 4,5 (In trillions of chained 2009 dollars) % $ % % GDP $15.5 $15.0 $14.5 $14.0 $13.5 $13.0 Dec-05 Dec-07 Dec-09 Dec-11 Dec % 0.0% (5.0%) (10.0%) Annual Percentage Growth Consumer Confidence Consumer Confidence Unemployment Rate 0.0 Jan-07 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan % 8.0% 6.0% 4.0% 2.0% 0.0% Unemployment Rate GDP Value Annual Percentage Growth NON-FARM PAYROLLS (1-MONTH NET CHANGE) 5 U.S. INITIAL JOBLESS CLAIMS 6 (Payrolls in 000s) (Claims in 000s) (200) (400) (600) (800) (1,000) Initial Claims 800, , , , , , , ,000 0 CONSUMER PRICE INDEX 5 ISM NON-MANUFACTURING INDEX 7 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% -1.0% -2.0% -3.0% May-08 May-09 May-10 May-11 May-12 May-13 May-14 May-15 PAGE 3

5 Number of Deals BUSINESS SERVICES M&A MARKET TRENDS SELECT RECENT M&A TRANSACTIONS Date Target Business Description Acquirer Pending AmeriLife Group, L.L.C. Operates as a senior-focused life and health insurance marketing company J.C. Flowers & Co. LLC 6/22/2015 Knowledgetech Consulting Inc. An IT strategic management consulting company Alianz 6/22/2015 MONUMENT LLC Offers self-insured workers compensation program administration services Risk Placement, Inc. 6/17/2015 Corporate Healthcare Strategies, LLC Plans, develops, and implements benefits packages AssuredPartners, Inc. 6/12/2015 Emergency Certifications, Inc. Provider of online continuing education in the healthcare space Career Step, LLC 6/2/2015 Gamble & Associates Insurance Limited Full-service commercial and personal lines brokerage HUB International 6/2/2015 Wolinski & Company, C.P.A. An accounting and consulting firm Baker Tilly Virchow Krause 6/1/2015 Prominent Business Solutions, Inc. Provider of sales and marketing outsourcing services Axis Consultants Group 5/29/2015 Corporate Visions, Inc. Provider of marketing & sales enablement solutions Sentinel Capital Partners 5/19/2015 Health & Safety Institute, Inc. Provider of emergency care, workplace safety, and health and safety compliance training The Riverside Company BUSINESS SERVICES M&A VOLUME (BY YEAR) 1,2 3,000 2,500 2,675 2,306 2,460 2,556 2,789 2,340 2,601 3,000 2,500 2,000 1,860 2,000 1,500 1,000 1,161 1,500 1, YTD Undisclosed <$100M >$100M & <$250M >$250M & <$500M >$500M & <$1.0B >$1.0B+ 0 Source: Capital IQ (1) Represents all announced or closed M&A transactions in the United States and Canada (2) No transaction value provided for undisclosed deals PAGE 4

6 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA ($ in millions, except per share data) 4/22/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA Business Process Outsourcing Tata Consultancy Limited $ % $79,273 $76, % 5.0x 19.4x 4.5x 15.7x Cognizant Technology Solutions Corporation % 38,585 36, % 3.4x 16.8x 2.8x 14.3x Wipro Ltd % 21,521 18, % 2.5x 11.2x 2.3x 10.4x Computer Sciences Corporation % 9,281 9, % 0.8x 9.1x 0.8x 4.7x Computershare Limited % 5,332 6, % 3.3x 14.0x 3.3x 11.8x Genpact Limited % 4,805 5, % 2.2x 13.8x 2.0x 12.0x Convergys Corporation % 2,530 2, % 0.9x 7.2x 0.9x 6.9x WNS (Holdings) Ltd % 1,411 1, % 2.4x 12.4x 2.4x 11.1x TeleTech Holdings Inc % 1,317 1, % 1.1x 8.6x 1.0x 7.9x Exlservice Holdings, Inc % 1,191 1, % 2.1x 18.1x 1.8x 10.3x Sykes Enterprises, Incorporated % 1, % 0.7x 6.4x 0.7x 6.7x Mean 92.5% $15,120 $14, % 2.2x 12.5x 2.1x 10.2x Median 92.0% $4,805 $5, % 2.2x 12.4x 2.0x 10.4x Consulting Accenture plc $ % $61,742 $57, % 1.9x 11.8x 1.9x NA CEB Inc % 2,961 3, % 3.5x 15.7x 3.3x NA The Advisory Board Company % 2,276 2, % 3.8x 43.8x 2.7x 12.2x FTI Consulting, Inc % 1,791 2, % 1.3x 10.7x 1.2x 9.6x Huron Consulting Group Inc % 1,462 1, % 2.5x 15.3x 2.1x 10.1x Navigant Consulting Inc % % 1.1x 7.3x 1.1x 7.5x ICF International Inc % 689 1, % 1.0x 11.1x 0.9x 8.9x Resources Connection Inc % % 0.9x 9.7x 0.9x 8.5x CBIZ, Inc % % 1.0x 9.9x 1.0x 8.4x CRA International Inc % % 0.8x 8.1x 0.7x 4.6x Mean 91.7% $7,304 $7, % 1.8x 14.3x 1.6x 8.7x Median 92.3% $1,089 $1, % 1.2x 10.9x 1.2x 8.7x Human Resources Randstad Holding NV $ % $11,878 $12, % 0.6x 15.7x 0.6x 11.0x Towers Watson & Co % 9,690 9, % 2.5x 12.8x 2.5x 11.7x Robert Half International Inc % 7,760 7, % 1.6x 13.1x 1.4x 11.3x ManpowerGroup Inc % 7,197 6, % 0.3x 8.7x 0.4x 8.8x Hays plc % 3,803 3, % 0.7x 15.6x 0.6x 12.2x Michael Page International plc % 2,668 2, % 1.5x 18.7x 1.5x 14.2x On Assignment Inc % 2,132 2, % 1.3x 12.6x 1.2x 9.9x 51job Inc % 2,059 1, % 4.9x 15.8x 4.2x 11.5x Korn/Ferry International % 1,812 1, % 1.4x 9.3x 1.2x 8.0x Insperity, Inc % 1,355 1, % 0.5x 12.9x 0.4x 9.6x TrueBlue, Inc % 1,312 1, % 0.6x 11.0x 0.5x 9.5x USG People NV % 1,239 1, % 0.6x 15.5x 0.5x 9.6x SThree Plc % % 0.7x 15.3x 0.6x 10.9x Kforce Inc % % 0.6x 12.8x 0.6x 9.6x Kelly, Inc % % 0.1x 10.1x 0.1x 6.5x Heidrick & Struggles International Inc % % 0.8x 7.9x 0.8x 7.7x Barrett Business Inc % NM 0.4x NM 0.1x 6.6x Mean 93.8% $3,274 $3, % 1.1x 13.0x 1.0x 9.9x Median 96.7% $1,812 $1, % 0.7x 12.8x 0.6x 9.6x Insurance, Legal, and Risk Marsh & McLennan Companies, Inc. $ % $31,836 $34, % 2.7x 12.6x 2.6x 11.9x Aon plc % 29,213 34, % 2.9x 13.5x 2.8x 13.0x Willis Group Holdings Public Limited Company % 8,539 10, % 2.8x 12.7x 2.5x 10.9x Arthur J Gallagher & Co % 8,236 10, % 2.1x 14.6x 2.0x 11.2x Brown & Brown Inc % 4,742 5, % 3.5x 10.4x 3.3x 9.7x Epiq Systems, Inc % % 2.1x 16.3x 1.7x 8.1x Crawford & Company % % 0.6x 7.8x 0.5x 6.0x As of June 23,2015 EV / LTM EV / 2015E Mean 90.6% $11,953 $13, % 2.4x 12.6x 2.2x 10.1x Median 95.3% $8,236 $10, % 2.7x 12.7x 2.5x 10.9x PAGE 5

7 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA EV / LTM EV / 2015E ($ in millions, except per share data) 4/22/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA Marketing & Information Thomson Reuters Corporation $ % $30,863 $38, % 3.1x 14.0x 3.1x 11.0x WPP plc % 30,070 33, % 1.9x 10.7x 1.7x 10.4x Moody's Corporation % 22,408 23, % 6.8x 14.9x 6.6x 14.1x Alliance Data Systems Corporation % 18,956 32, % 5.7x 20.8x 4.8x 16.4x Experian plc % 18,546 21, % 4.5x 14.1x 4.6x 13.1x Omnicom Group Inc % 17,779 20, % 1.4x 9.3x 1.4x 9.4x Nielsen N.V % 16,894 23, % 3.8x 15.6x 3.8x 12.6x Publicis Groupe SA % 16,458 15, % 1.7x 9.3x 1.4x 8.1x Verisk Analytics, Inc % 12,729 13, % 7.7x 16.8x 6.4x 13.7x Equifax Inc % 11,971 13, % 5.4x 15.4x 5.0x NA Wolters Kluwer NV % 9,423 11, % 2.6x 10.8x 2.6x 10.3x IHS Inc % 8,849 10, % 4.7x 19.6x 4.6x 14.4x The Interpublic Group of Companies, Inc % 8,345 9, % 1.2x 9.7x 1.2x 8.8x FactSet Research Systems Inc % 6,786 6, % 6.7x 18.5x 6.2x 16.6x CoStar Group Inc % 6,752 6, % 10.7x 46.8x 8.8x 44.1x Informa plc % 5,757 7, % 4.0x 13.4x 3.7x 11.7x Dun & Bradstreet Corp % 4,620 5, % 3.6x 13.2x 3.3x 11.1x DST Systems Inc % 4,602 5, % 1.8x 11.5x 2.5x 10.9x UBM plc % 3,873 4, % 4.1x 17.1x 3.0x 11.7x Havas % 3,541 3, % 1.5x 9.7x 1.5x 8.9x Morningstar Inc % 3,524 3, % 4.3x 14.5x 4.1x 12.9x CoreLogic, Inc % 3,425 4, % 3.2x 14.0x 3.1x 11.2x Fair Isaac Corporation % 2,864 3, % 4.2x 18.9x 4.0x 13.1x comscore, Inc % 2,238 2, % 6.6x 156.5x 5.7x 23.2x Acxiom Corporation % 1,486 1, % 1.6x 11.0x 2.0x 11.5x Forrester Research Inc % % 1.7x 16.4x 1.6x 15.6x Viad Corp % % 0.6x 9.2x 0.6x NA Harte-Hanks Inc % % 0.8x 8.3x 0.8x 6.9x QuinStreet, Inc % NM 0.8x NM 0.8x 14.5x Mean 92.5% $9,470 $11, % 3.7x 20.0x 3.4x 13.6x Median 93.2% $6,752 $6, % 3.6x 14.1x 3.1x 11.7x Transaction Processing Automatic Data Processing, Inc. $ % $39,910 $38, % 3.0x 13.9x 3.3x 15.4x Fidelity National Information, Inc % 18,309 23, % 3.6x 14.2x 3.5x 11.3x Paychex, Inc % 17,722 17, % 6.4x 15.0x 5.9x 13.9x The Western Union Company % 11,085 13, % 2.3x 9.1x 2.4x 9.5x Total System, Inc % 7,868 8, % 3.6x 14.8x 3.4x 11.0x Vantiv, Inc % 5,866 8, % 3.2x 14.4x 5.4x 11.1x Jack Henry & Associates Inc % 5,399 5, % 4.2x 12.2x 4.1x 11.8x VeriFone Systems, Inc % 4,099 4, % 2.4x 17.7x 2.3x 11.9x Heartland Payment Systems, Inc % 2,009 2, % 1.1x 14.2x 3.2x 12.1x Mean 95.1% $12,474 $13, % 3.3x 13.9x 3.7x 12.0x Median 94.2% $7,868 $8, % 3.2x 14.2x 3.4x 11.8x As of June 23,2015 PAGE 6

8 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA EV / LTM EV / 2015E ($ in millions, except per share data) 4/22/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA Education & Training Pearson plc $ % $16,229 $18, % 2.5x 17.6x 2.3x 12.5x John Wiley & Sons Inc % 3,340 3, % 2.0x 9.6x 2.0x 10.3x DeVry Education Group Inc % 2,158 1, % 0.9x 5.8x 0.9x NA Grand Canyon Education, Inc % 2,049 1, % 2.7x 8.7x 2.5x 7.5x Apollo Education Group, Inc % 1,824 1, % 0.4x 2.7x 0.4x 3.1x Scholastic Corporation % 1,499 1, % 0.8x 11.9x 0.9x 11.4x Capella Education Co % % 1.3x 7.4x 1.3x 6.0x GP Strategies Corp % % 1.3x 12.1x 1.2x 11.1x K12, Inc % % 0.5x 6.1x 0.5x 4.9x Strayer Education Inc % % 1.0x 4.7x 1.0x 5.3x American Public Education, Inc % % 1.0x 4.2x 1.0x 4.3x Bridgepoint Education, Inc % % 0.3x 3.2x 0.3x 4.8x Franklin Covey Co % % 1.7x 12.6x 1.5x 8.9x Universal Technical Institute, Inc % % 0.5x 6.0x 0.5x 6.4x Cambium Learning Group, Inc % % 2.2x 15.3x NA NA ITT Educational Inc % % 0.2x 2.2x 0.3x 3.6x Lincoln Educational Corporation % % 0.2x 5.1x 0.2x 6.5x Mean 71.5% $1,839 $1, % 1.1x 7.9x 1.1x 7.1x Median 69.9% $567 $ % 1.0x 6.1x 1.0x 6.4x As of June 23,2015 PAGE 7

9 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 Building Products & Materials Business Consumer Energy & Power 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) Fax: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Fax: +1 (216) Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota Phone: +1 (612) Fax: +1 (612) UNITED STATES Richmond (Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) Fax: +1 (804) San Francisco 575 Market Street 31st Floor San Francisco, California 94105, USA Phone: +1 (415) Fax: +1 (415) EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: Fax: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) Fax: +44 (0) Beijing Hong Kong Mumbai NETWORK OFFICES New Delhi Shanghai PAGE 8

10 HARRIS WILLIAMS & CO. BUSINESS SERVICES SOURCES (1) S&P Capital IQ (2) Thompson Reuters (3) U.S. Bureau of Economic Analysis (4) The Conference Board (5) U.S. Bureau of Labor Statistics (6) U.S. Department of Labor (7) The Institute for Supply Management (8) Forbes (9) The Wall Street Journal (10) The Street (11) Insurance Journal DISCLOSURES Harris Williams & Co. ( and 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. Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number Directors: Mr. Christopher Williams, Mr. Ned Valentine, Mr. Paul Poggi and Mr. Thierry Monjauze, authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. 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 9