PwC provides capital markets advisory services to help companies navigate the IPO process and issues involved with being a public company. They advise on all aspects of the IPO from start to finish, including pre-IPO reorganization, financial statement preparation and SEC reporting, to help clients access capital markets quickly and smoothly. PwC leverages its deep experience helping over 500 professionals worldwide work on hundreds of IPOs over the past 10 years. The firm provides specialized advisory services and project management support to guide companies through the process and transition to operating as a public entity.

1. PricewaterhouseCoopers Transaction
Services: Capital Markets Services
What we do Industrial products
Technology Energy/Utilities
Accounting IPO
& financial readiness
reporting
Project Market
advisory selection
Financial Financial & business PwC Advisory team Other
services due diligence Capital selections sectors
investigations Markets
GAAP Regulatory
Conversions Issues
Human Tax
resource services
advice
Healthcare Private equity
How we add value We advise on all aspects of your IPO, removing the technical accounting and financial
reporting complexities of your going public process, while providing project management
advice. With PwC Capital Markets Services, your team immediately gains speed, focus and
experience. From start to finish, we help you prepare to be a public company and
facilitate your quick entry to the capital markets.
Removing complexities We provide a broad range of capital markets advisory services and help you navigate
and resolve complex accounting and financial reporting issues. Some of the key areas
where we can provide the most value by leveraging our deep experience and specialist
knowledge include:
• Pre-IPO reorganization structure • Audited financial statements
• S-X compliant financial statements • Comfort letter
• Non GAAP measures • SEC comment process
• Pro forma financial statements • Dual track sale/IPO
• Carve-out financial statements • Dual market listings
• Separate financial statement • Market selection
requirements
Speed to market We have helped thousands of companies access the capital markets, in the US and
overseas, and know that speed often determines success or failure. Our advice can help you:
• Reduce uncertainty of the transaction
• Remove hurdles early
• Seize market opportunities
• Reduce risk of missing window of opportunity
No surprises We help you identify hurdles that are difficult for IPO candidates to anticipate. In doing so,
we help you reduce the risk of execution failure.
• Early identification of issues through a readiness assessment
• Reduce filing delays
• Minimize transaction costs
• Anticipate SEC focus/comment letter areas
• Plan ahead for being public

2. Project management advice We involve specialists who lead the going public process, which allows management
to focus more time and effort where it adds the most value:
• Focusing on daily operations
• Marketing the capital markets transaction
• Managing expectations of employees, investors and advisors
• Preparing for life as a public company
Over 500 professionals PwC Capital Markets Services is a dedicated credentialed team providing a single point
of contact to address clients’ capital raising needs. However, no two transactions are the
worldwide same and our approach is customized to focus on your specific transaction objectives
and constraints. We help you identify pragmatic alternatives and develop successful
capital markets strategies.
Advised on hundreds of IPOs Our teams have deep technical knowledge in US GAAP and IFRS, and are well versed
and experienced with the current requirements and views of the Securities and Exchange
over the past 10 years Commission (SEC) as well as that of other regulators overseas. We help companies
contemplating an initial public offering, secondary listing or private placement anticipate
and resolve issues before they impact value.
Evolution of readiness Readiness assessment Going Public Being Public
to effectiveness Assist in assessing the Accounting, Reporting & Accounting, Reporting & Financial Effectiveness
organization’s readiness Financial Effectiveness Advise on meeting SEC reporting requirements
via IPO Readiness Diagnostic Advise on complex accounting issues through accelerated financial reporting timelines,
and SEC reporting issues, and provide development of policies and procedures,
Assist in identifying key gaps recommendations enhanced management reporting including
and issues budgeting and forecasting
Advise on Summary, Selected, MD&A
Assist in management’s presentations, and complex pro forma Governance
development of an action presentations Advise on Board of Directors/independent
plan to remediate identified Audit Committee;
issues associated with Advise on addressing and resolving Advise on Ethics/Compliance program
“Going Public” & issues raised by the SEC
“Being Public” Internal Controls
Tax Sarbanes implementation services;
Advise on tax implications of legal Internal audit department support
entity structure changes and advisory
Human Resources Media & Investor Relations
Advise on tax and accounting Advise on KPIs, analyst conferences
implications of equity comp programs & earnings releases
and FAS123R
Treasury & Risk Management
Advise on technical support regarding Treasury process improvement advisory;
pension and OPEB Risk Management review and advisory
Tax
Ongoing tax services and assistance
Human Resources
Assist with benchmarking & employee
retention plans
Advise on global implementation of
equity comp programs
Technology
Advise on design and implementation of
technology enhancements to support
increased reporting and other public
company requirements
Project Advisory
Advise on project status, risks and interdependencies; Advise on communication framework
and issue resolution process; Advise on structured change management process
Cost savings
Benefits
No IPO Advisor
of using
an IPO
IPO
Advisor
IPO Advisor
Costs to execute
Post IPO
Preparation Marketing phase First earnings First Next SOX
release 10-k 10-k
Mike Gould, Capital Markets Partner PricewaterhouseCoopers proprietary information. Information not to be distributed to anyone without prior written approval from PwC.
312-298-3397 © 2009 PricewaterhouseCoopers LLP. All rights reserved. “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP or, as
mike.gould@us.pwc.com the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate
and independent legal entity. CI-10-0018