Mission controlThird-quarter 2011 aerospace and defense industry mergers and acquisitions analysis

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Volumes steady and values grow as non-US-affiliated deals dominate market; middle-market deals gain traction.

Welcome to the 2011 third-quarter edition of Mission control, PwC’s analysis of mergers and acquisitions in the aerospace and defense industry. In this report, you’ll find an overview of M&A activity in the sector during the third quarter, the significant drivers of these trends, and our expectations for deal activity in the near future.

Welcome to the 2011 third-quarter edition of Mission control, PwC’s analysis of mergers and acquisitions in the aerospace and defense industry. In this report, you’ll find an overview of M&A activity in the sector during the third quarter, the significant drivers of these trends, and our expectations for deal activity in the near future.

We see several key trends affecting deals in the industry:

There was a major jump in announced deal values, largely driven by United Technologies’ $16 billion acquisition of Goodrich Corp. The Goodrich acquisition, if completed, will be the largest A&D deal in history. The deal is also indicative of the disparity in outlooks between the global aerospace and defense segments. M&A valuations underscore the difference, as generally low defense valuations contrast with more lofty aerospace multiples.

Sector constituents continue to improve their cash positions, a trend that’s significant considering investor focus on capital deployment. Despite large cash balances, some A&D executives believe valuations of potential targets are relatively high, particularly within commercial aerospace. However, slow organic growth in defense is likely to drive further consolidation, as well as investor pressures on capital deployment is likely to keep deal flow robust.

The increase in US participation in the deal market in 2011 compared to longer-term averages was driven in part by local-market consolidation, although inbound deals were also numerous. Several of these transactions were for smaller defense targets in the areas of surveillance and security, demonstrating that opportunities exist even in a challenging spending climate.

Overall deal value is expected to approach the record levels of 2007 and the sector is presently on pace for a record year. Deal sizes are expected to be high as the market shifts to larger transactions. While recently volatility in global equity markets has decreased the value of using stock as a currency for new deals, organizations should be able to put more of their cash to work to pursue larger acquisitions. A&D companies are well positioned to take advantage of deal opportunities.

I’m pleased to present the third-quarter 2011 edition of Mission control, which we hope will provide you with a deeper understanding of M&A trends and prospects in our sector.

Sincerely,

Scott Thompson US Aerospace & Defense Leader

4 PwC

Perspectives:Thoughts on deal activity in the third quarter of 2011

The number of deals announced in the A&D sector was down slightly for the quarter, but there was a big jump in announced deal value. This was mainly due to United Technologies $16 billion acquisition of Goodrich Corp.

Later in the report, we’ll put this deal into historical context by comparing it with large aerospace and defense deals completed over the last 30 years, many of which occurred during the post-Cold War consolidation of the defense industrial base. Our judgment is that the Goodrich acquisition, if completed, would be the largest M&A transaction in the history of the sector.

This deal also clearly illustrates the disparities between the global aerospace and defense segments of the sector. Aircraft production rates are moving up, driven by fleet expansion in Asia and fleet replacement in North America, while uncertainty over the impact of austerity measures on budgets is casting a pall on the defense industry. This difference is evident in M&A valuations, with generally low defense valuations contrasting with more lofty aerospace multiples.

Sector constituents continue to improve their cash positions. This is interesting in light of comments made by several A&D executives, which indicate concern that valuations of potential targets seem high. However, given the need to boost organic growth and investor pressures to use cash, it seems unlikely that this concern will substantially hamper deal flow.

The increase in US participation in the deal market in 2011 compared to longer-term averages is also noteworthy. Local-market consolidation was one driver of this trend; however, inbound deals were also numerous. Several of these transactions were for smaller defense targets in the areas of surveillance and security, demonstrating that pockets of opportunity exist in a tough overall spending climate.

As indicated in our second quarter report, we continued to expect aggregate deal totals to be near the record level of 2007, and we are now running ahead of that pace. While weak stock market performance has reduced the value of using a significant amount of stock as a currency for new deals, these companies should be able to put more of their cash to work to engage in larger acquisitions. These factors indicate a healthy aerospace and defense M&A market entering the fourth quarter.

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Commentary

Quarterly A&D Deal ActivityMeasured by number and value of deals worth $50 million or more (4Q08–3Q11)

2008 2009 2010 2011

4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q

Number of deals 5 4 11 11 10 10 13 14 21 19 12 8

Total deal value ($ billions)

2.6 0.9 3.0 3.8 3.1 5.7 5.2 4.6 5.3 10.0 5.1 19.6

Average deal value ($ billions)

0.5 0.2 0.3 0.3 0.3 0.6 0.4 0.3 0.3 0.5 0.4 2.4

Third quarter deal activity was robust measured by value, although less so by volume. This is evident comparing 2010 with 2011 year-to-date, but is also reflected in the table of quarterly deal activity for the last three years. The value of deals announced this quarter was high primarily because of the $16 billion United Technologies announcement for Goodrich.

Quarterly announced deal value has generally hovered around the $5 billion mark over the course of 2010 and 2011. This represents a large increase from the leverage-bubble norms of late 2008 and 2009. In addition, deal value announced during the first and third quarters of 2011 were the second-highest and highest amounts, respectively, of any quarter over the last three years. This increased deal value has driven average deal values significantly higher.

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0

1,000

2,000

3,000

4,000

3Q112011YTD2010

Deal Activity by Average Deal ValueMeasured by value of deals worth $50 million or more(2010, 2011YTD, 3Q11)

US

$ m

illio

ns

Average deal value

Average deal value excluding deals with US targets and/or acquirers

Average deal value for deals with US targets and/or acquirers

357 365 355

892

488

1.204

2.449

530

3.089

0

10

20

30

40

3Q112011YTD2010

Deal Activity by Total Deal ValueMeasured by value of deals worth $50 million or more(2010, 2011YTD, 3Q11)

US

$ b

illio

ns

Total deal value

Total deal value excluding deals with US targets and/or acquirers

Total deal value for deals with US targets and/or acquirers

20.7

4.8

16.0

34.8

8.3

26.5

19.6

1.1

18.5

0

10

20

30

40

50

60

3Q112011YTD2010

Deal Activity by Number of DealsMeasured by number of deals worth $50 million or more(2010, 2011YTD, 3Q11)

Num

ber

of d

eals

Number of deals

Number of deals excluding deals with US targets and/or acquirers

Number of deals with US targets and/or acquirers

58

13

45

39

17

22

8 2 6

Another notable trend in recent periods is the greater involvement of US parties in the aerospace and defense deal market. US entities have generally become more involved in announcements, as measured by volume and value, in 2010 and 2011 compared with longer-term averages. For example, over the last five- and ten-years periods, US entities were involved in roughly 65% to 70% of deals as measured by volume and value. Since 2010, US participation has moved into the 75% to 80% range. While the strategies of the companies involved vary, the overarching theme seems to be the desire to address slowing organic growth by refocusing on higher growth areas within commercial aerospace and defense. Regarding the latter, the targets for these deals are in areas such as cyber security and intelligence, surveillance, and reconnaissance (ISR), which will likely be somewhat insulated from the defense austerity plans.

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0.0

0.5

1.0

1.5

2.0

2.5

3Q112011YTD2010

Deal Valuation by Median Value/SalesMeasured by Value/sales for deals worth $50 million or more(2010, 2011YTD, 3Q11)

Med

ian

valu

e/S

ales

Historical Value/Sales:10-year median-1.6x; 5-year median-1.7x

1.6

1.3

1.7

0.0

0.5

1.0

1.5

2.0

2.5

2011YTD2010200920082007200620052004200320022001-

5

10

15

20

25

30

35

40

45

50

Historical valuation and deal valueMeasured by Value/sales and deal value for deals worth $50 million or more

Value/Sales (left-axis)

Deal Value ($ billions; right axis)

0.0

0.5

1.0

1.5

2.0

Most Recent Quarter1 Year Ago2 Years Ago

$ b

illio

ns

Source: Company Reports

1.32

1.631.55

Sector LiquidityMeasured by average of top 50 global public competitors (Y-2, Y-1, MRQ)

While the median valuation for A&D deals, as measured by value/sales, edged up during the third quarter, it remains relatively in line with the longer-term averages of the past five and ten years. In addition, multiples for the year-to-date period are near the low end of these historical ranges. The low-end sector valuations are interesting for a couple of reasons. First, deal valuations have historically tended to increase when deal value moves higher so despite the large increase in deal value during the year-to-date period, multiples have not expanded significantly. Second, several aerospace and defense sector executives have publically commented this year that valuations seem high.

But this discrepancy makes sense if the present is viewed as an inflection point in the A&D sector outlook, with commercial aerospace targets generally viewed as more attractive than many defense-oriented targets. A review of value/sales multiples for the year-to-date indicates that the median aerospace ratio was 1.8 times, compared with 1.2 times for defense companies. So it appears that the deal market is pricing in expectations for better growth in aerospace, relative to defense. Even given the weaker outlook, defense M&A is likely to continue at a steady pace as constituents look to divest noncore segments and reposition into higher-growth areas. This deal flow would be likely to attenuate overall sector valuations.

Large global aerospace and defense competitors continue to increase their cash stockpiles. While it doesn’t necessarily follow that strategic players will bid up valuations, it bodes well for overall future deal activity and could lead to more competition for attractive targets. This is because of the potential investor pressures to generate returns or return this cash to shareholders through dividends.

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Mega-deals in 2010 (deals with a disclosed value of at least $1 billion)

Month announced

Target name Target nation Acquirer name Acquirer nation Status Value of transaction in US$ billions

Category

Feb VT Group PLC United Kingdom Babcock International Group PLC

United Kingdom Completed 2.00 Ship Building & Repairing

Mar Vought Aircraft Industries Inc

United States Triumph Group Inc

United States Completed 1.57 Aircraft & Parts

Sep McKechnie Aerospace

United States TransDigm Group Inc

United States Completed 1.27 Aircraft & Parts

Sep L-1 Identity Solutions Inc

United States Safran SA France Completed 1.13 Computer integrated systems design

Summary of mega-dealsThe pace of mega-deal activity has picked up slightly in 2011 compared to 2010. There were four mega-deals announced through the first three quarters of this year. The largest deal announced this year was the $16 billion deal for Goodrich by United Technologies Corp. This acquisition allows United Technologies to diversify more into the commercial aerospace sector through products such as nacelle systems, landing gear, and aircraft interiors. Demand for products such as these is benefitting from fleet expansion in emerging markets and fleet replacement in developed nations in the face of high fuel prices. In addition, Goodrich has exposure to several defense categories that have favorable outlooks, including ISR.

The second-largest mega-deal announcement was the Engine Holding GmbH joint venture between Daimler and Rolls-Royce Group for Tognum AG, the second-largest global manufacturer of high-speed engines for marine, energy, and defense industries. This deal is expected to help the acquirers increase their exposure to lighter engines, including those in Tognum’s marine unit. Engine Holding has received regulatory approval for the merger as well as almost all shares via their public tender offer.

The third-largest mega-deal announced this year was Northrop Grumman’s spinoff of its Huntington Ingalls shipbuilding unit. Divestitures like this have been a theme of the recent deal market as defense companies reduce exposure to slower-growth businesses. In this case, a weaker outlook for US shipbuilding contributed to Northrop Grumman’s decision to spin off this business.

The final acquisition so far this year was the Providence Equity Partners acquisition of SRA International. This deal increases Providence’s exposure to the government services market, where the private equity firm also owns Altegrity, a provider of services such as security screening, security training, and risk consulting.

There have been various rationales for the 2011 mega-deals, but the two that seem most likely to persist as drivers of future mega-deal activity are the divestiture of slower-growth defense businesses, as was the case with Northrop Grumman shipbuilding spinoff, and acquisitions of higher-growth aerospace companies, as was the case with the Goodrich announcement.

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Mega-deals in 2011YTD (deals with a disclosed value of at least $1 billion)

Month announced

Target name Target nation Acquirer name Acquirer nation Status Value of transaction in US$ billions

Category

Sep Goodrich Corp United States United Technologies Corp

United States Pending 16.18 Aircraft & Parts

Mar Tognum AG Germany Daimler AG/Rolls Royce PLC

Germany Pending 4.72 Internal combustion engines, nec

Jan Huntington Ingalls Industries Inc

United States Shareholders United States Completed 2.01 Ship Building & Repairing

Apr SRA International Inc

United States Providence Equity Partners LLC

United States Completed 1.79 Computer facilities management services

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Top ten historical completed A&D deals

Rank Value of transaction in US$ billions

Date Announced Target name Target Nation Acquirer name Acquirer Nation

1 13.36 Dec 1996 McDonnell Douglas Corp

United States Boeing Co United States

2 12.86 Jan 1999 Marconi Electronic Systems (General Electric Co PLC)

United Kingdom British Aerospace PLC

United Kingdom

3 9.50 Jan 1997 Hughes Aircraft Co United States Raytheon Co United States

4 8.76 Jan 1996 Loral Corp United States Lockheed Martin Corp

United States

5 7.06 Oct 2004 Snecma SA France Sagem Communication SA

France

6 6.75 Oct 1999 Aerospatiale Matra France DaimlerChrysler Aerospace AG

Germany

7 6.68 Feb 2002 TRW Inc United States Northrop Grumman Corp

United States

8 5.42 May 1999 Gulfstream Aerospace Corp

United States General Dynamics Corp

United States

9 5.20 Aug 1994 Lockheed Corp* United States Martin Marietta Corp

United States

10 5.16 Dec 2000Litton Industries Inc

United StatesNorthrop Grumman Corp

United States

Based upon PwC’s review of historical aerospace and defense M&A, if United Technologies $16 billion announcement for Goodrich closes, it would be the largest acquisition in the history of the sector. The nearby table shows the 10-largest completed aerospace and defense completed deals (the table doesn’t include withdrawn deals, such as past GE/Honeywell and Lockheed Martin/Northrop Grumman announcements).

Most of these completed deals came during a period of significant post-Cold War defense consolidation in the US and Europe. Horizontal consolidation among defense primes remains unlikely unless defense industrial policies

Perspective on top-10 historical aerospace and defense deals

change significantly. Higher-than-anticipated defense spending cuts could drive such a change; however, the relatively consolidated state of prime contractors and an interest in maintaining competition and employment make this unlikely. So, while there may be greater wherewithal to, and perhaps even potential interest in, engaging in large defense deals, it seems unlikely that there will be many transactions of $5 billion or more announced in the next year in this part of the sector. Commercial aerospace seems the likeliest area for deals of this magnitude, though it is possible that many of these competitors will remain focused their relatively strong organic growth potential

* This deal was a merger of equals

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Local-market versus Cross-border Deals, All NationsMeasured by number of deals worth $50 million or more(2010, 2011YTD, 3Q11)

Local-market

Cross-border

0%

20%

40%

60%

80%

100%

2010 2011YTD 3Q11

44

14 15

24 5

3

US versus non-US Acquirers of US TargetsMeasured by number of deals worth $50 million or more(2010, 2011YTD, 3Q11)

US acquirer

Non-US acquirer

0%

20%

40%

60%

80%

100%

2010 2011YTD 3Q11

33

6 6

14 4

2

Regional Distribution of All Deals by Acquirer RegionMeasured by number of deals worth $50 million or more(2010, 2011YTD, 3Q11)

Asia & Oceania

UK & Eurozone

0% 20% 40% 60% 80% 100%

10-YearHistorical

2010

2011YTD

3Q11

Europe ex-UK & Eurozone

North America

35 107 16 227

8 8 2 40

South America

6 12 2 18 1

3 5

Regional Distribution of All Deals by Target RegionMeasured by number of deals worth $50 million or more(2010, 2011YTD, 3Q11)

Asia & Oceania

UK & Eurozone

0 20 40 60 80 100

10-YearHistorical

2010

2011YTD

3Q11

Europe ex-UK & Eurozone

North America

32 99 24 229

8 5 5 40

South America

7 8 2 21 1

1 1 6

Africa/Undisclosed

1

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Global aerospace and defense deals in 2011YTD Measured by number and value of deals worth $50 million or more

North AmericaLocal—14 deals, $24.1 billionInbound—7 deals, $1.9 billionOutbound—4 deals, $1.3 billion

EuropeLocal—7 deals, $6.5 billionInbound—3 deals, $1.2 billionOutbound—7 deals, $1.9 billion

Asia and OceaniaLocal—6 deals, $0.5 billionInbound—1 deals, $0.1 billion

South AmericaLocal—1 deal, $0.5 billion

North American acquirers and targets accounted for the vast majority of deal activity during the third quarter, primarily driven by M&A involving the US market. In fact, the percentage of deals for North American targets in the third quarter represents an increase from the longer-term historical averages of the last five and ten years. This activity has been driven by local market consolidation but also interest in the US market from foreign sector constituents (the North American region had more inbound deals than any other region). The majority of these deals were for defense targets, reflecting the attractiveness of the US market from a size, if not growth, perspective.

Future cross-border deals will likely be fueled by the need to consolidate and compete more effectively for scarcer defense dollars in Western nations. Greater scrutiny of foreign investment could limit some of these deals. For example, it was recently reported that the Committee on

Foreign Investment in the United States (CFIUS) has been taking longer to review transactions, which could reduce the interest of some foreign parties to engage in new deals. Also, some companies seeking to break into the US market are choosing to buy non-US companies that have significant US operations. This was reportedly a factor behind EADS’s announcements for Canada’s Vector Aerospace and France’s Vizada.

While regulatory policy eventually influences the extent to which cross-border consolidation is allowed, it is likely the current environment could become less restrictive to these transactions out of necessity if more significant austerity measures are undertaken. The potential for local-market deals is also strong, although one of the primary drivers—the desire of emerging markets to build their domestic aerospace industries—is distinct from what is happening on the defense side of the sector.

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PwC’s aerospace and defense experience

Deep aerospace and defense experience

PwC’s A&D practice is a global network of 1,200 partners and client service professionals who provide industry-focused assurance, tax, and advisory services to leading A&D companies around the world. This A&D experience is enhanced by our Public Services practice, which includes an additional 600 partners and 9,000 professionals focused on assisting federal, state, and local governments, international agencies, and healthcare entities. We help A&D companies address the full spectrum of industry-specific challenges across areas such as assurance, tax, operational improvement, supply chain management, program management effectiveness, IT effectiveness and security, compliance, export control, and government contracting. PwC’s A&D client service professionals are committed—both individually and as a team—to the relentless pursuit of excellence, building insights, and advancing leadership on a wide range of the most critical challenges and issues confronting A&D organizations. PwC is a sponsor of leading industry conferences and frequently writes articles for, or is quoted in, leading industry publications. We are proud of our relationships with Aviation Week and Flight International as well as our participation in industry conferences and associations, such as the Aerospace Industries Association and American Conference Institute. Our involvement in these organizations reflects our commitment to addressing industry needs and the furthering of dialogue with A&D industry leaders.

Quality deal professionals

PwC’s Transaction Services practice, with approximately 6,500 dedicated deal professionals worldwide, has the right industry and functional experience to advise you on all factors that could affect a transaction, including market, financial accounting, tax, human resources, operating, information technology, and supply chain considerations. Teamed with our A&D practice, our deal professionals can bring a unique perspective to your transaction, addressing it from a technical as well as industry point of view.

Local coverage, global connection

PwC’s Aerospace & Defense industry practice is a global network of nearly 1,200 professionals who serve the A&D industry and is a part of an Industrial Products group that consists of more than 31,500 professionals, including approximately 18,600 providing assurance services, 7,700 providing tax services and 5,200 providing advisory services.

North America & the Caribbean5,700 Industrial Products professionals430 Aerospace & Defense industry professionals

South America1,960 Industrial Products professionals40 Aerospace & Defense industry professionals

Middle East & Africa1,360 Industrial Products professionals30 Aerospace & Defense industry professionals

Europe12,700 Industrial Products professionals610 Aerospace & Defense industry professionals

Asia9,000 Industrial Products professionals55 Aerospace & Defense industry professionals

Australia & Pacific Islands1,000 Industrial Products professionals35 Aerospace & Defense industry professionals

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PwC’s global Aerospace and Defense practice

PwC’s A&D practice provides industry-focused assurance, tax, and advisory services. Through our global network, we can draw upon the in-depth industry experience of professionals in every country where your company operates. Our people can help you deal with the challenges of today, and they understand the implications for tomorrow.

Contacts

PwC USUS Aerospace and Defense LeaderScott Thompson—+1.703.918.1976scott.thompson@us.pwc.com

US Aerospace and Defense Transaction Services LeaderBob Long—+1.703.918.3025bob.long@us.pwc.com

US Aerospace and Defense Transaction Services PartnerJoe Michalczyk—+1.703.918.1480joe.michalczyk@us.pwc.com

US Aerospace and Defense Transaction Services DirectorDale McDowell—+1.703.918.4475dale.a.mcdowell@us.pwc.com

US Aerospace and Defense Advisory LeaderCharles Marx—+1.602.364.8161charles.a.marx@us.pwc.com

PwC GlobalGlobal Aerospace and Defense LeaderNeil Hampson—+44.20.7804.9405neil.r.hampson@uk.pwc.com

Brazil Aerospace and Defense LeaderAugusto Assuncao—+55.19.3794.5408augusto.assuncao@br.pwc.com

Canada Aerospace and Defense LeaderMario Longpre—+1.514.205.5065mario.longpre@ca.pwc.com

China Aerospace and Defense LeaderMalcolm MacDonald—+86.10.6533.2266malcolm.macdonald@cn.pwc.com

France Aerospace and Defense LeaderGuillaume Rochard—+33.1.56.57.8208guillaume.rochard@fr.pwc.com

Germany Aerospace and Defense LeaderJurgen Seibertz—+49.211.981.2845jurgen.seibertz@de.pwc.com

US Aerospace and Defense Tax LeaderJames Grow—+1.703.918.3458james.b.grow@us.pwc.com

US Industrial Products Marketing DirectorThomas Waller—+1.973.236.4530thomas.a.waller@us.pwc.com

US Aerospace and Defense Marketing ManagerGina Reynolds—+1.973.236.4648gina.reynolds@us.pwc.com

US Aerospace and Defense Research AnalystMichael Portnoy—+1.813.348.7805michael.j.portnoy@us.pwc.com

India Aerospace and Defense LeaderDhiraj Mathur—+91.11.4115.0309dhiraj.mathur@in.pwc.com

Italy Aerospace and Defense LeaderCorrado Testori—+39.06.5702.52442corrado.testori@it.pwc.com

Middle East Aerospace and Defense Leader Alistair Kett—+ 44.0.971501096608alistair.kett@uk.pwc.com

Netherlands Aerospace and Defense LeaderAlexander Staal—+31.(0).887927242alexander.staal@nl.pwc.com

Global Aerospace and Defense Marketing DirectorKatrine Ellingsen—+1.514.205.5066katrine.ellingsen@ca.pwc.com

Mission control 15

Methodology

Mission control is an analysis of mergers and acquisitions in the global aerospace and defense industry. Information was sourced from Thomson Reuters and includes deals for which targets or acquirers have primary SIC codes that fall into one of the following SIC industry groups: 1) ordnance and accessories, except vehicles and guided missiles; 2) aircraft and parts; 3) national security; 4) guided missiles, space vehicles, and parts; 5) search, detection, navigation, guidance, aeronautical and nautical systems, and instruments and equipment (SDNGN & NS, I&E); and 6) space research and technology.

This analysis includes all individual mergers and acquisitions for disclosed or undisclosed values, leveraged buyouts, privatizations, minority stake purchases, and acquisitions of remaining interest announced between October 1, 2008 and September 30, 2011, with a deal status of completed, intended, partially completed, pending, pending regulatory approval, unconditional (i.e., initial conditions set forth by the acquirer have been met but deal

has not been completed), or withdrawn. The term deals, when referenced herein, is used interchangeably with transactions and announcements. Unless otherwise noted, the term deals refers to all deals with a disclosed value of at least $50 million.

Regional categories used in this report approximate United Nations (UN) Regional Groups as determined by the UN Statistics Division, with the exception of the North America region (includes North America and Latin and Caribbean UN groups), the Asia and Oceania region (includes Asia and Oceania UN groups), and Europe (divided into United Kingdom, plus Eurozone and Europe ex-UK and Eurozone regions). The Eurozone includes Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, Netherlands, Portugal, Slovenia, and Spain. Oceania includes Australia, New Zealand, Melanesia, Micronesia, and Polynesia. Overseas territories were included in the region of the parent country. China, when referenced separately, includes Hong Kong.

Visit our aerospace and defense industry website at www.pwc.com/us/industrialproducts © 2011 PricewaterhouseCoopers LLP. All rights reserved. “PricewaterhouseCoopers” and “PwC” refer to PricewaterhouseCoopers LLP (a Delaware limited liability partnership) or, as the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate and independent legal entity. This document is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. DT-12-0027 vlw

You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publications, and, to the extent permitted by law, PricewaterhouseCoopers LLP (US), its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.