Introduction to Mazars USA llp industrials practice group

1. Introduction to Mazars USA llpindustrials practice group Date 2018 Mazars USA LLP is an independent member firm of Mazars Group.

2. Mazars USA LLP Since 1921, Mazars USA LLP has provided a unique combination of foresight and experience when fulfilling client needs in accounting, tax and advisory services. Mazars USA is a high-performing national firm with significant presence in strategic US geographies. Since 1921, our dedicated professionals have leveraged technical industry expertise to develop customized solutions for clients, create value, and optimize their performance. We deliver dedicated group of industry specialists providing accounting, audit, tax, consulting and advisory to growth-oriented enterprises and individuals. Our culture of diversity, collaboration and community is driven by our Guiding Principles of Association Respect and Excellence. 800 professionals and more than 100 partners in more than 10 U.S. offices Named a top U.S. accounting firm by Accounting Today Recognized by Mergers & Acquisitions for serving the needs of the middle and lower-middle market An integrated, customized approach – Our full service platform integrates accounting, auditing, tax and advisory services seamlessly to best address the critical issues our clients face Specialized industry training for our team members at all levels, so that they are familiar with a client’s total business environment 10+ Offices A full-service firm with national focus and international reach Over100Partners & 800Professionals

3. What Makes Mazars USA Exceptional Why Choose Mazars? Quick, Accurate Technical Issue Resolution Mazars’ dedicated Quality & Risk Management Team defines and promotes policies and procedures which ensure that the firm delivers the highest quality assurance services complying with professional standards. This team monitors compliance with a view toward continuous improvement in the efficiency and effectiveness of client service deliverables. Because of its proximity to the rest of the Mazars groups, we are able to resolve complex technical challenges quickly and accurately, presenting a quality alternative to larger firms by remaining entrepreneurial and client-focused. Exceptional Service Our integrated service platform brings together our national and international professional experts in audit, tax and SEC services. We offer consistency and quality – full service solutions with a high degree of personal attention Multiple partners assigned to each client account ensures top-notch service and that a high-level contact is always available Continuity in team composition means that Mazars professionals grow with you throughout the engagement as experts in your business’ specific needs and cycles We are well-versed in current industry trends and constantly monitor the changing landscape to identify new trends Effective Communication Frequent contact between Mazars and your team keeps the focus squarely on your needs. We provide open, interactive and direct communication with management, and our comprehensive, periodic reports and meetings mean that you are never surprised by financial developments. At Mazars USA, we build long-term, mutually beneficial relationships with our clients, and strive to exceed expectations at every step of our association. Quick, accurate technical issue resolution Exceptional service Effective communication

4. Exceptional Client Service Confirm Solutions With the client and provide insights Deliver With outstanding service Develop Solutions with the client Measure Value to the client Identify Issues and implications Understand The client agenda

5. National Coverage Through Praxity Alliance Mazars has comprehensive national coverage through our membership in the Praxity Alliance of Independent Accounting Firms. Member Firms • Mazars • Aronson • BKD • Dixon, Hughes, Goodman • Kaufman, Rossin & Co. • Moss Adams • PlanteMoran

6. Our offices today • New York City, NY • Long Island, NY • Edison, NJ • Fort Washington, PA • Chicago, IL • Frederick, MD • West Palm Beach, Sarasota, • and Fort Lauderdale, FL • Sacramento, CA • Los Angeles, CA

7. Us business development market map “go to market” INDUSTRY SECTORS Healthcare Technology, Media Information Real Estate Manufacturing & Distribution Financial Services Professional Services Firms Not For Profit SIZE PROFILES International Clients Entrepreneurial Clients CLIENT Size & Profiles Private Clients Micro Very Large Mid-Market Large SME SERVICE LINES Financial Advisory Services Entrepreneurial Services Global Services Attest Tax Consulting AOS GEOGRAPHY

9. Mazars USA Representative Clients Technology, Media & Information Energy & Utilities Real Estate Manufacturing & Distribution Services/Health Care Financial Services

10. About mazars group Mazars USA LLP is the USA independent member firm of Mazars Group, an international organization specializing in audit, accountancy, advisory, tax and legal services KEY FIGURES AS OF JANUARY, 1ST 2018 980 PARTNERS 86 COUNTRIES 300 OFFICES 20,000 PROFESSIONALS UNINTERRUPTED GROWTH 2005 2010 2017 2005 2010 2016 5,700 12,500 20,000 479 957 1,500bn Professionals in Mazars’ Global Organization Revenue in Million Euros in Mazars Global Organization

11. Mazars group A Smart Alternative to Conventional Firms Mazars Group is an international, integrated and independent organization specializing in audit, accountancy, advisory, tax and legal services. Mazars operates throughout the 86 countries that make up its integrated partnership, delivering the expertise of 20,000 women and menled by980 partners. We assist clients of all sizes, from small entrepreneurial businesses to mid-caps and global players as well as start-ups and public organizations, at every stage of their development. REGIONAL GLOBAL INTERNATIONAL In 1995, we were an international SME, present in 15 countries. Our 2 000 staff were mainly focused on Audit & Assurance. Today, Mazars is a global +1bn€ company, and currently, has over 20,000 employees active in 86 countries and providing a large range of Audit, Advisory, Consulting and Tax services. In 2005, we became a well established mid-sized company, structured as a unique international partnership and active in 37 countries. GLOBAL GROWTH +100m€ 1995 Revenues by Expertise 2005 +500m€ Audit & Assurance 48% Tax & Law 17.5% 2017 Advisory & Consulting 17.5% Accounting Outsourcing 16% +1,500bn€

12. Mazars Global reach A Smart Alternative to Conventional Firms EUROPE +10,200 professionals 150 offices 31 integrated countries 65.5% 12.5% NORTH AMERICA 13.5% ASIA PACIFIC +1,000 professionals 19 offices 3 integrated countries +5,250 professionals 48 offices 14 integrated countries 5.5% 3% LATIN AMERICA AFRICA & ME +1,200 professionals 19 offices 8 integrated countries +2,750 professionals 51 offices 30 integrated countries % of our global revenues Source: Mazars annual report Dec 2017. Simplified Global %

13. Mazars group A Smart Alternative to Conventional Firms • We believe the essence of our profession is adding value to companies with our advisory services, building trust with our audit expertise, and contributing to a safer marketplace. • Going beyond technical excellence, our role as auditors and advisers is to help our clients build a better society by addressing some of today’s burning issues such as urban development, tax transparency, and reducing inequalities. • We are distinctively capable of assisting large listed companies, while having unique resources to help organizations of all sizes – mid-caps, SMEs and start-ups – with tax, legal, and outsourcing services. • From its humble beginning to the international group that it is today, Mazars has always remained true to its founder’s spirit and values of deep ethical commitment, responsibility and belief that technical excellence is the key to success. We offer: • Our people an opportunity to be part of an adventure • Our clients a different perspective, delivering trust and creating value • Society a commitment to promote Business. For Good.TM QUALITY TRUST VALUE

14. Why choose mazars? Value for money Focus Trusted Quality Coordination Quality first, whatever the mandate, wherever it is located. You annually assess our quality and we constantly improve it. • We have a transparent and competitive pricing system. • We innovate and partner with you to create value. We consider you as a top client. We nominate a dedicated, experienced team, that will deliver consistent added-value. • Our clients are very pleased by both our solutions and our approach. • We are happy to share concrete stories and testimonials that prove our efficiency. • Thanks to our unique global structure, we can ensure smooth coordination worldwide. • You have one central senior point of contact, in charge of global coordination. We assist clients of all sizes: from small-to-medium enterprises, to mid-caps and global conglomerates, as well as start-ups and public companies at every stage of their development.

15. The Mazars Foreign Desks International Expertise • The Mazars Foreign Desks have specialized expertise in the markets and local business environments of their countries as well as those of the United States. They connect businesses across the globe, providing clients with the insight they need when doing business internationally. Our Foreign Desk experts are a bridge to better communication. With fluency in the local language and extensive cultural understanding, they assist the firm’s clients by: • Servicing the tax and financial reporting needs of foreign entities based in the United States • Connecting Mazars overseas clients with the right professional when dealing with U.S. related issues, questions or needs • Connecting our U.S. clients with the right professional in the related country when faced with foreign related issues, questions or needs • Strengthening existing relationships with foreign clients

16. OUR SERVICES

17. Our services Consulting Services ATTEST GOVERNANCE, RISK & COMPLIANCE • Internal Audit Co-Sourcing and Outsourcing • Risk Management Consulting • Fraud Assessment Services • Information Technology • Security, Strategy and Solution Selection • Cybersecurity • Disaster Recovery / Business Continuity Services • Third Party Compliance • Other Services (SOD analysis, PCI assessment) • Audit • Reviews • Compilations • Reporting on Controls of Service Organizations • Reconciliation Projects • SEC Filings • International Needs (inbound, outbound and IFRS) • Special Purpose Reports AOS FINANCIAL ADVISORY SERVICES • Bookkeeping • Financial statements preparation • Outsourcing services • Tax advice and compliance • Consulting services • M&A Due Diligence & M&A Structuring • Investor and Lender Services • Business Advisory and Recovery • Valuations • Litigation Support • Fraud Investigations • Bankruptcy & Restructuring • Turnarounds • Project Finance and Financial Modelling Services TAX • Compliance • Tax Reporting & Withholding • FATCA • SALT • GAAP / IFRS disclosure • Cost Segregation • Trust and Estate Planning • High Net Worth Services • Personal Financial Planning • Pension, Benefits & Compensation • Corporate Structuring • International Tax • FBAR Reporting • Transfer Pricing CONSULTING • Human Capital and Change Management • Target Operating Models • Technology Enablement • Operational Excellence • Strategic Sourcing and Logistics • Analytics and Insight • Governance, Risk and Compliance • Organizational Resilience • Cybersecurity and Data Privacy

18. Audit, Assurance and Accounting • Audits of Financial Statements • Our experts work closely with clients to develop service plans intended to produce an efficient and cost-effective audit. As our planning progresses, we provide lists of information to be supplied by you and a timetable for delivery of that information, minimizing disruption of your daily routine. Whenever possible, we request that information and schedules be provided in electronic formats for greater ease of process. Our experience has shown that the use of electronic tools greatly enhance our ability to complete services efficiently and effectively, while providing useful information to our clients. • Agreed-Upon Procedures Engagements • Where a client and/or a specified third party require financial information or an assertion of management to be independently verified, we can assist with the performance of an agreed-upon procedures engagement. At the end of such an engagement, a report of findings is issued. • Compilations and Reviews of Financial Statements • Where an audit may not be necessary, Mazars can assist by performing a review of your financial statements and providing a limited form of assurance as to whether any material modifications should be made in order for them to be presented in accordance with Generally Accepted Accounting Principles (GAAP) or another comprehensive basis of accounting. Based on our understanding of your business and industry, we perform inquiry and analytical procedures to obtain a reasonable basis to express such limited assurance. • Mazars can also assist by compiling your information in the form of financial statements, without undertaking to offer any assurance on them or by assisting with the preparation of management-only financial statements designed exclusively for internal use. Our tailored engagements provide you with more efficient and cost-effective operations

19. A Focused Approach to Accounting Mazars conducts timely and efficient audits. We develop a tailored program for each client that enhances financial reporting efficiency, allowing us to focus on those areas of greatest risk in the audit process. Our increased emphasis on risk, as well as the understanding we gain of the client organization, leads to higher quality audits and contributes to better business practices. By encouraging innovation and critical thinking in our audits we provide more value-oriented and useful information for our clients. We consistently apply the concept of materiality, which reduces time spent in less significant audit areas, so that we can devote more effort to significant analytical procedures during all phases of the audit and continuously assess audit risks and materiality levels. We leverage any existing policies, procedures and systems, enabling us to implement streamlined audit testing and procedures. Engagement Efficiency The professional expertise and passion for client service of our highly-skilled staff reduces the learning curve for new engagements. Using advanced planning techniques, we are able to specifically identify required schedules and analyses, prioritize requests and stagger due dates to make better use of our clients’ time and resources, so that there is minimal disruption in their daily operations. Our efficiency program incorporates the following practices: Controlled costs Streamlined processes Greater focus on and early detection of accounting and auditing issues Effective results We adhere to the highest professional standards and bring to each assignment time-tested, rigorous, and cost-effective methods and procedures. The right accounting firm helps you in achieving your business and reporting objectives • Our accounting services include: • Audit and assurance services • Financial statement reviews and compilations • Agreed-upon procedures • Accounting services • Internal controls • SSAE 16 Reviews • IFRS compliance and advisory • SEC compliance • Forecasting and projections

20. A Proactive Tax Approach We plan for tax opportunities rather than react to tax consequences by optimally positioning our clients through emphasis on constructive planning and a proactive approach. Our commitment extends beyond compliance to keeping you informed of the latest tax legislation and judicial decisions that impact your operations. Our professionals have comprehensive understanding of the latest tax strategies and financial instruments. We tailor our services to suit your particular needs by: Studying existing corporate structures, policies, operations, procedures and business practices and recommending changes that reduce tax costs Reviewing major transactions in their formative stages and proposing changes to achieve the optimum tax results and avoid future tax risks Reviewing investments and trading in derivative products issues to avoid surprises by the IRS during audits Preparing requests for ruling and conducting negotiations with tax authorities Advising on the impact of new tax laws, decisions, regulations, rulings and proposed legislation Formulating policies and determining requirements for compliance with applicable tax laws at the least cost Assisting with administration of tax laws, including advice on preparation of tax returns and negotiations with tax examiners Providing tax planning ideas to assist with specific opportunities Assisting with information reporting Preparing and procuring refund claims against assessments and administrative appeals Understanding your business and wealth growth strategies to work with you to align, develop, and implement structures that are tax effective

21. Providing our clients with comprehensive tax services Tax Services Mazars tax offerings include:

22. State and Local Tax (SALT) Expertise State income/franchise tax Our objective is to align tax effective structures with your business strategies to minimize the tax burden on earnings, cash flow, and investment while managing risk. Our state income/franchise tax professionals keep current with the complex and dynamic state income/franchise tax landscape as it evolves through legislative, judicial and administrative developments, and assist in keeping your planning in alignment with your business environment and strategies. Our services include: Review of filing methodologies to identify more favorable alternatives, potential refunds and risks. Includes analysis of alternative apportionment and allocation methods such as combined and separate reporting, composite flow-through reporting, and non-resident reporting and withholding requirements. Nexus and taxability studies. Provide guidance on new state tax policy and legislation, advise on the tax return impact of those changes and team to help prepare returns. Assist, review, or prepare throughout the tax accounting, compliance and controversy processes. Assist with the complicated process of identifying tax positions, assessing the associated risk and measuring the benefit related to compliance and financial reporting processes. Responding to and communicating with state and local tax authorities in respect of notices, voluntary disclosures, or seeking technical advice. Assist with state tax audits and mitigation of audit assessments. Through the Praxity state tax desk network we can efficiently access professionals with deep state-specific tax knowledge capable of addressing complex technical and administrative issues in all the major state and local jurisdictions. The total State and local tax burden on a business enterprise can often exceed the federal income tax burden and significantly impact your cash flow, effective income tax rate, and risk profile. Our state and local tax professionals combine technical and jurisdictional experience and knowledge to assist you with minimizing the state and local tax burden on your business enterprise.

23. State and Local Tax (SALT) Expertise We align tax effective entity, transaction, and capital structures with your business strategies to allow you to retain more of your business profits and value; assist you in identifying and managing risk areas and provide timely, accurate, and efficient compliance services. Our US State and Local Tax group is enhanced through the Praxity network giving us access to local professionals in the major U.S. state and local jurisdictions. Business incentives and credits Business incentives and tax credits are generated from investment in people (workforce growth and retention, and training), and capital (property and research). These grants, credits, and other assistance can significantly affect a company’s return on investment and tax position. Incentives often involve income or franchise tax credits, sales and use tax exemptions and refunds, property tax abatements, reimbursements for training expenses and favorable financing arrangements. We help companies identify and obtain incentives that may be available through statutory provisions and through negotiation with appropriate federal, state, and local agencies. Our services include: Multistate statutory credits and refunds Global Research and Development Employer credits and incentives Training incentives Green and energy efficiency credits and incentives Sales and use tax Our sales and use tax professionals assist companies on a nationwide basis, across a broad spectrum of sales and use tax issues. We offer: Sales and use tax nexus and taxability studies Sales and use tax refund and recovery services Sales and use tax transaction structure review Risk assessment and mitigation Audit support and assessment mitigation

24. International Services • In today’s ever-changing international arena, keeping up with the latest regulations and compliance issues is critical. Whether the client is a U.S. business owner or individual with international connections and overseas operations, or a foreign entity conducting business in the U.S., Mazars professionals can assist you with: • Keeping your organizations up to date on international regulations and compliance issues • Accounting and auditing • Tax planning and consulting • Business structuring and corporate finance • Offshore trusts and entities • International estate and asset protection vehicles • Foreign national and expatriate taxation • Advisory services for foreign investors • Mergers & acquisitions • Tax aspects of global portfolio investments • Foreign investments in U.S. real estate • International treaties and conventions • International Financial Reporting Standards (IFRS) • Transfer Pricing

25. High Net-Worth Tax & Advisory Services We provide tax and wealth management services that help high net-worth individuals, their families and their family-owned businesses, creating customized financial solutions tailored to meet the precise personal and business challenges faced by clients with substantial wealth. Through our hands-on approach, we build real relationships with our clients, gaining deep understanding of their goals and walking them through each step of their financial planning. Cash Flow, Education and Retirement Personal Accounting and Bookkeeping Tax Services • Financial planning analysis (including retirement simulations) • Education and event funding (529 plans, real estate purchase, etc.) • Financing strategies (personal mortgages, business loans) • Bill paying and banking functions • Personal books and records • Brokerage tracking • Fiduciary accountings • Compliance (personal, gift, fiduciary, business, payroll) • Transactional (purchases, sales, structuring) • Income tax planning (projections, strategies) • Executive compensation Estate, Gift and Charitable Planning Entrepreneurial Business Services Investments • Start-up entities (formation, SS-4, S Elections) • Set up accounting systems (training, implementation) • Outsourcing functions (G/L, A/P, A/R, payroll, QuickBooks) • Gift and estate strategies (succession planning, flow charting) • Document review (wills, trusts, DPOA) • Philanthropic strategies (foundations, CRATS, CRUTS, CLTS) • Legacy planning • Asset allocation and strategic planning • Manager/Fund selection • Monitoring and reporting Qualified Plan Services Family Office Services Insurance • Plan design and structure • Investment selection • Fiduciary and employee education • Lead advisor, strategic planning and compliance • Asset placement and allocation • Concierge-type services • Needs analysis • Consulting services/Sophisticated strategies • Product options (Life, Health, Dbl, Group, LTC)

26. Industry expertise

27. Mazars’ Industry Segments

28. Manufacturing & distribution • We are quick to react to our clients’ needs and take a proactive approach to all of our services. Mazars US steers manufacturing and distribution (“M&D”) companies to improved operational and financial performance, creating greater growth and profitability. We help clients identify and correct operational inefficiencies, reducing non-value-added costs and work closely with management to anticipate and solve operational and financial issues. Mazars US’ approach to M&D industry specialization involves a comprehensive, industry-specific training program in areas such as process improvements, costing and import/export issues. Our clients vary in size and are at all stages of the business life cycle. From start-up through a liquidating event, we support you in achieving your goals and executing your strategic plan. Our service offerings are targeted to listed companies, family run and closely held businesses, as well as enterprises owned by private equity and venture-backed firms.

29. Manufacturing & Distribution Consumer Products Food & Beverage Industrials Transportation Energy & Utilities • Apparel & Footwear • Fragrances & Cosmetics • Home & Building Improvement Products • Consumer Products • Furniture • Housewares & Furnishings • Jewelry & Accessories • Agriculture • Distributors • Food Processors • Nutritional Products • Supermarkets • Dairies • Exporters & Importers • Industrial Bakeries • Specialty Foods / Ethnic • Restaurants • Chemicals • Electrical • Metals & Plastics • Textile Rental • Construction • Machinery & Equipment • Paper • Transportation Equipment • Aerospace • Logistics • Ocean Cargo • Trucking • Warehousing • Oil & Gas • Water • Solar • Wind • Biofuels • Carbon credits • Power Generation • Power Distribution • Nuclear

30. Industrials Expertise A proven track record in the Industrials sector serving some of the most prominent global manufacturing companies. Globalization, volatile commodity pricing, increased competition, pressure on margins from vendors and customers, and a skilled labor shortage are just a few of the challenges facing today’s manufacturing industry. To thrive in this landscape, manufacturers must explore new methods for creating and sustaining value. Our professionals provide deep expertise to assist clients in navigating an increasingly competitive environment, while finding ways to transform barriers into opportunities. We seamlessly deliver a range of services across borders: Accounting and financial advisory Bankruptcy and litigation support Business structure planning Cash-flow projections and financial modeling Cost segregation studies Due diligence for acquisitions Financial effectiveness review Financial statement audit and attest services under U.S. GAAP or IFRS Forensic accounting Internal audit outsourcing, co-sourcing and risk assessment International tax planning Local and international tax compliance Mergers and acquisitions Operations and strategy consulting Pensions, retirement plans, and employee benefits planning and compliance Process assessment and improvements SOX compliance Succession planning Tax research – state and local, preparation and compliance Tax structuring, planning, preparation and compliance Transfer pricing assessments Valuation services