HR Software and Services Monthly September 2014

1

Salient Transactions Major Indices & Exchange Rates

HR Software & Services News Interest Rates

HR and Payroll Software Industry Grew 9.3% in 2009-2014

The HR and Payroll software industry has experienced robust

CAGR of 9.3% between 2009 and 2014, according to IBISWorld.

The industry has benefited from increased private investment in

software and the need for businesses to cut costs. While higher

corporate profit will enable companies to outsource more HR and

payroll services in 2014, growth in the number of businesses and

the level of software investment will bolster industry demand

Global Healthcare Workforce Management Systems Market to

Reach $1.5B by 2019

The global healthcare workforce management systems market is

expected to grow at a double-digit CAGR between 2014 and 2019,

and is estimated to be worth $1.5 billion by 2019. The market is

mainly driven by the growing need for healthcare professionals due

to the increasing aging population and resultant increase in the

prevalence of diseases in North America and Europe, technological

innovations, and the implementation of stringent regulations

HR Software & Services Update

Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member

NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc.and its licensed securities

representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A..

This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it

should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities.

This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.

*Historical data has been adjusted from previous versions to account for a change in the data source to accurately reflect the comparison of current and historical periods

Skillsoft Acquires SumTotal from Vista Equity Partners

• Skillsoft announced the planned acquisition of SumTotal

Systems from Vista Equity Partners for an undisclosed amount

• SumTotal provides learning and talent management solutions to

3,500 customers and 49 million users worldwide

• Skillsoft provides technology-delivered learning solutions; the

acquisition expands Skillsoft’s solution portfolio and reach

WageWorks Acquires CONEXIS Benefits for $118M

• WageWorks acquired CONEXIS Benefits Administrators for

$118 million from Word & Brown Insurance Administrators

• CONEXIS offers flexible benefits, reimbursement, and direct bill

administration solutions to companies

Desire2Learn Raises $85M in Series B Financing

• Desire2Learn raised $85 million in its Series B round of financing

from investors including New Enterprise Associates, Graham

Holdings, and Aurion Capital among others

• Desire2Learn provides enterprise e-learning solutions

Close as of

8/29/2014 1 Month 12 Month

Dow Jones Industrial Average 17,098.45 3.2% 15.4%

NYSE Composite Index 11,046.33 3.0% 19.2%

NASDAQ Composite Index 4,580.27 4.8% 27.6%

AMEX Composite Index 2,784.08 2.9% 22.4%

S&P 500 Index 2,003.37 3.8% 22.7%

Russell 2000 Index 1,174.35 4.8% 16.2%

Euro / USD 0.7607 1.8% 0.4%

Japanese Yen / USD 103.9350 1.1% 5.9%

British Pound / USD 0.6032 1.8% (6.7%)

% Change

As of

8/29/2014 1 Month 12 Month

U.S. Prime Rate 3.250% 0.00 0.00

U.S. Treasury - 10 years 2.347% (21.10) (40.20)

ICE LIBOR - USD - 3 Month 0.234% (0.55) (2.59)

Federal Funds Overnight Rate 0.050% 0.00 1.00

Bps Change

HR Software and Services Monthly September 2014

2

HR Software & Services Headlines

8/26 A list of recommended safety practices for staffing agencies and host employers was released by the U.S. Department

of Labor’s Occupational Safety and Health Administration and the National Institute for Occupational Safety and Health

(NIOSH). Evaluating a staffing buyer’s worksite and training staffing firm internal workers to recognize safety and

health hazards ranked among the suggested safety practices. NIOSH believes these recommended practices will

provide a strong foundation for host employers and staffing agencies to work together to provide a comprehensive

program that protects the safety and health of all workers (Staffing Industry, 8/26/2014).

8/26 Most insurance companies still plan to add staff this year, but more insurance companies plan to use fewer temps,

according to The Jacobson Group and Ward Group. The survey found 15% of insurance companies plan to decrease

their use of temporary staffing during the second half of the year, compared to 13% reporting the same six months

ago. 8% plan to increase use of temporary employees during the next six months and 77% plan to maintain temp

employment levels. The survey found 58% of insurance companies plan to increase staff during the next 12 months

(Staffing Industry, 8/26/2014).

8/21 Small and mid-sized businesses (SMBs) plan to hire more employees over the next year, a positive sign of the U.S.

economy’s continuing economic recovery, According to the quarterly SMB Job Generation Outlook by Lucas group. At

the same time, these companies are encountering increasing difficulty in finding and hiring qualified professional

candidates to fill key business roles. About 64% of SMB leaders said it is difficult or extremely difficult to find qualified

candidates for open professional and management positions, the most in the survey’s history (Recruiter, 8/21/2014).

8/21 Staffing buyers' awareness of staffing firms increased while buyer use and satisfaction with staffing firms held steady,

according to research by CareerBuilder and Inavero. The report also looked at workers and found that awareness,

use and satisfaction with staffing firms slipped this year when compared to last year. For workers, awareness of

staffing firms fell with 50% able to name at least one staffing firm from memory, down from 61% last year. Worker use

of staffing firms as part of their job searches decreased to 20% this year from 23% last year (Staffing Industry,

8/21/2014).

8/19 The current generation of workforce analytics tools is still relatively complicated. According to Gartner, most

companies fall into one of two categories when it comes to workforce analytics: “doers” or “dreamers”. By 2017, only

15% of organizations with at least 5,000 employees will be using their own predictive analytics. Fortunately, most

vendors in the human capital management industry are focusing on the needs of the many by creating ever-more

sophisticated analytics tools that use visualization strategies, preset queries, and simple report generators that allow

managers to choose a combination of metrics and rely on the technology to do the rest (Workforce.com, 8/19/2014).

8/19 On average, businesses in the U.K. spend $10,000 on unsuccessful interviews each year but more than half (55%)

have never tried video interviewing techniques, according to research conducted by Foosle. As per the study, 51% of

the 1,000 U.K. businesses surveyed were looking for new ways to reduce cost while two thirds reject 50-75% of

applicants after the first interview. Video interviewing platforms enable recruiters to get video messages from

candidates, helping them to make more accurate, timely and financially efficient decisions (Recruiter, 8/19/2014).

HR Software and Services Monthly September 2014

3

HR Software & Services Headlines

8/19 According to a study by First Advantage, a provider of background screening solutions, more and more multinational

companies expanding their footprints in Asia Pacific (APAC). In doing so, the challenges associated with hiring the

right candidate have increased; close to 1 in 5 of all APAC employees has some form of background discrepancy.

Based on data from 300,000 employment background verifications and reference checks between January and March

2014, 26% of employers in the APAC region conduct more than six checks per case, and are 11 times more likely to

uncover a discrepancy than those who conduct only two (3%) or even five checks (9%) (Business Wire, 8/19/2014).

8/18 The global market for digital English language learning products reached $1.8 billion in 2013. The worldwide five-year

compound annual growth rate (CAGR) is 11.1% and revenues are expected to surge to $3.1 billion by 2018, according

to Ambient Insight. There are large-scale digitization efforts underway across the globe, and commercial instructional

content is being ported to new digital formats. English-related education policies, consumer demand for mobile apps,

the proliferation of Mobile Learning value-added services (VAS), and the strong demand for specialized forms of

English like “business English” are also contributing to the surge in revenues (PRWeb, 8/18/2014).

8/13 The worldwide executive search industry experienced quarter-over-quarter revenue growth of 9.1% and year-over-

year growth of 11.2%, according to a Q2 2014 report from the Association of Executive Search Consultants (AESC).

The number of search assignments has also increased by 4% between Q2 2013 and Q2 2014, representing a reversal

in the recent trend of fewer assignments (albeit with greater contract value). Sector trends highlighted particular

growth in the number of new searches started within the Industrial sector, up 15.2% quarterly from Q1 2014 to Q2

2014 and 5.9% over the last twelve months (Staffing Industry, 8/13/2014).

8/8 Employers should be aware of the following developments across the country before running a criminal background

check: San Francisco's new "ban the box" ordinance is set to take effect, including the requirement that employers

post and distribute a notice of rights; the Northern District of Illinois recently granted the Equal Employment

Opportunity Commission's (EEOC) motion to compel the production of documents and information concerning the

defendant company's criminal background check policies and data; and a new Alabama law took effect last month to

prevent employers from inquiring into certain expunged criminal records on a job application (Lexology, 8/8/2014).

8/7 According to a survey by Towers Watson, companies are investing more money than they have in several years on

HR technology; their biggest expenditure is on human resource management systems (HRMS), which typically include

payroll, benefits, talent management, and workforce management software. The survey shows 1 in 3 companies

plans to increase HR technology spending in the coming year. In fact, 23% of respondents plan to increase spending

by as much as 20%, while another 10% plan to increase spending by even more (Workforce.com, 8/7/2014).

8/4 IBM's latest analytics software packages derive from the social HR solutions Kenexa team, which IBM acquired for

$1.3 billion in 2012. The company has added another set of cloud-based analytics software products to its portfolio,

this time focusing on workforce, talent, and human capital management challenges. The program is targeted toward

employers and HR professionals, also serving data analytics about behavioral science, among other metrics, for

curating a stronger and optimized workforce (ZDNet, 8/4/2014).

HR Software and Services Monthly September 2014

(20%)

(10%)

0%

10%

20%

30%

40%

50%

31-Aug-13 31-Oct-13 31-Dec-13 28-Feb-14 30-Apr-14 30-Jun-14 31-Aug-14

S&P 500 Index HR Technology HR Outsourcing HR Staffing & Services SaaS HR Benefits and Risk Consulting

Inde

xed

Pric

e (%

) 22.7%

9.9%

22.4%

16.6%

(4.5%)

21.6%

(5%)

0%

5%

10%

15%

20%

25%

30%

31-Aug-13 31-Oct-13 31-Dec-13 28-Feb-14 30-Apr-14 30-Jun-14 31-Aug-14

S&P 500 Index Dow Jones Industrial NASDAQ Composite Russell 2000

Inde

xed

Pric

e (%

)

22.7%

15.4%16.2%

27.6%

4

Industry Fundamentals

Source: Capital IQ HR Technology: BNFT, CALD, CSOD, CEB, DHX, TSX:HGN, MWW, SABA, ULTI, WDAY

HR Outsourcing: AON, ADP, BBSI, CBZ, HRB, NSP, PAYX, PAYC, PCTY, BOVESPA:QUAL3, TW, TNET, WAGE

HR Staffing & Services: SWX:ADEN, CDI, LSE:HAS, HSII, KELY.A, KFRC, KFY, MAN, LSE:MPI, ASGN, ENXTAM:RAND, RHI, TBI, ENXTAM:USG

HR Benefits and Risk Consulting: AJG, AIM:JLF, LSE:JLT, MMC, TSX:MSI, WSH

SaaS: CNQR, CVT, DWRE, GWRE, IL, LOGM, MKTO, N, RP, FUEL, CRM, SQI, NOW, SPSC, TNGO, TXTR

Note: BNFT, CVT, FUEL, PAYC, PCTY, TNET, TXTR and WDAY began trading within the past year and are not included in 12 month calculations.

HR Sector Indices vs. S&P 500 (12 Month Relative Share Price Returns as of August 29, 2014)

Market-Indexed Prices (12 Month Indexed Prices as of August 29, 2014)

Index 1 Month 12 Month

S&P 500 Index 3.8% 22.7%

Dow Jones Industrial 3.2% 15.4%

NASDAQ Composite 4.8% 27.6%

Russell 2000 4.8% 16.2%

Index 1 Month 12 Month

S&P 500 Index 3.8% 22.7%

HR Technology 0.9% 9.9%

HR Outsourcing 4.8% 16.6%

HR Staffing & Services 4.2% 22.4%

HR Benefits and Risk Consulting 2.5% 21.6%

SaaS 3.4% (4.5%)

HR Software and Services Monthly September 2014

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

31-Aug-13 31-Oct-13 31-Dec-13 28-Feb-14 30-Apr-14 30-Jun-14 31-Aug-14

HR Technology HR Outsourcing HR Staffing & Services SaaS HR Benefits and Risk Consulting

Ent

erpr

ise

Val

ue /

Rev

enue

4.4x

0.7x

3.1x

5.7x

2.3x

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

45.0x

50.0x

31-Aug-13 31-Oct-13 31-Dec-13 28-Feb-14 30-Apr-14 30-Jun-14 31-Aug-14

HR Technology HR Outsourcing HR Staffing & Services SaaS HR Benefits and Risk Consulting

Ent

erpr

ise

Val

ue/E

BIT

DA

10.3x10.6x13.6x

30.0x

13.6x

5

Industry Fundamentals

Relative Valuation (12 Month EV / EBITDA Valuations as of August 29, 2014)

Source: Capital IQ; Note: EV/Revenue and EV/EBITDA multiples higher than 20.0x and 50.0x respective were excluded from chart calculations HR Technology: WDAY, ULTI, CEB, CSOD, BNFT, MWW, DHX, SABA, TSX:HGN

HR Outsourcing: ADP, AON, PAYX, HRB, TW, BOVESPA:QUAL3, TNET, WAGE, PCTY, PAYC, CBZ, NSP, BBSI

HR Staffing & Services: SWX:ADEN, ENXTAM:RAND, MAN, RHI, LSE:HAS, CEB, ASGN, LSE:MPI, ENXTAM:USG, KFY, TBI, KELY.A, KFRC, CDI, HSII

HR Benefits and Risk Consulting: MMC, WSH, AJG, LSE:JLT, TSX:MSI, AIM:JLF

SaaS: CRM, NOW, N, CNQR, GWRE, DWRE, FUEL, RP, CVT, MKTO, LOGM, SPSC, SQI, TNGO, IL, TXTR

Note: BNFT, CVT, FUEL, PAYC, PCTY, TNET, TXTR and WDAY began trading within the past year and are not included in 12 month calculations.

Relative Valuation (12 Month EV / Revenue Valuations as of August 29, 2014)

Index Averages 1 Month 12 Month

HR Technology 4.3x 5.5x

HR Outsourcing 3.1x 3.3x

HR Staffing & Services 0.7x 0.7x

HR Benefits and Risk Consulting 2.3x 2.3x

SaaS 5.5x 7.2x

Index Averages 1 Month 12 Month

HR Technology 10.1x 9.9x

HR Outsourcing 13.7x 14.5x

HR Staffing & Services 10.4x 12.2x

HR Benefits and Risk Consulting 12.9x 12.6x

SaaS 28.7x 29.0x

HR Software and Services Monthly September 2014

6

HR Software & Services Public Trading Statistics (As of August 29, 2014)

Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ HR Technology: WDAY, ULTI, CEB, CSOD, BNFT, MWW, DHX, SABA, TSX:HGN

HR Outsourcing: ADP, AON, PAYX, HRB, TW, BOVESPA:QUAL3, TNET, WAGE, PCTY, PAYC, CBZ, NSP, BBSI

HR Staffing & Services: SWX:ADEN, ENXTAM:RAND, MAN, RHI, LSE:HAS, CEB, ASGN, LSE:MPI, ENXTAM:USG, KFY, TBI, KELY.A, KFRC, CDI, HSII

($ in millions except stock price) EV as a multiple of LTM

Current 52 Week % of 52 Market Enterprise LTM LTM NTM Total Rev

Company Price High Week High Cap Value Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA Growth

HR Technology

Workday, Inc. $91.1 $116.5 78.2% $16,848 $15,511 $616 ($155) NM 25.2x NM 16.6x NM 74.4%

The Ultimate Software Group, Inc. 147.0 172.0 85.5% 4,154 4,073 458 66 14.5% 8.9x NM 7.3x 29.7x 23.7%

Corporate Executive Board Co. 65.9 81.0 81.4% 2,224 2,639 865 180 20.8% 3.1x 14.7x 2.7x 11.2x 14.8%

Cornerstone OnDemand, Inc. 37.4 61.9 60.5% 1,999 1,980 222 (37) NM 8.9x NM 6.2x NM 48.8%

Benefitfocus, Inc. 33.0 77.0 42.9% 841 808 120 (37) NM 6.8x NM 5.3x NM 31.1%

Monster Worldwide, Inc. 5.8 8.5 67.9% 513 686 788 86 10.9% 0.9x 8.0x 0.9x 7.1x (6.6%)

Dice Holdings, Inc. 8.5 9.3 91.3% 456 552 238 67 28.2% 2.3x 8.2x 2.1x 6.8x 17.2%

Callidus Software Inc. 11.5 15.5 74.1% 528 491 124 (0) NM 3.9x NM 3.5x 31.0x 23.6%

Halogen Software Inc. 8.4 13.3 62.8% 183 132 52 (6) NM 2.5x NM 2.1x NM 20.0%

Mean $45.4 $61.7 71.6% $3,083 $2,986 $387 $18 18.6% 6.9x 10.3x 5.2x 17.1x 27.5%

Median $33.0 $61.9 74.1% $841 $808 $238 ($0) 17.7% 3.9x 8.2x 3.5x 11.2x 23.6%

HR Outsourcing

Automatic Data Processing, Inc. $83.5 $84.2 99.1% $40,147 $40,515 $12,207 $2,559 21.0% 3.3x 15.8x 3.1x 14.4x 8.1%

Aon plc 87.2 91.3 95.5% 25,316 30,764 11,842 2,362 19.9% 2.6x 13.0x 2.5x 11.7x 1.8%

Paychex, Inc. 41.7 46.0 90.6% 15,123 14,572 2,519 1,088 43.2% 5.8x 13.4x 5.4x 12.5x 8.3%

H&R Block, Inc. 33.5 33.9 98.9% 9,215 7,551 3,024 936 31.0% 2.5x 8.1x 2.4x 7.5x 4.1%

Towers Watson & Co. 109.6 131.7 83.2% 7,698 7,086 3,482 627 18.0% 2.0x 11.3x 1.9x 9.8x 1.4%

Qualicorp S.A. 12.4 12.7 98.3% 3,378 3,440 601 202 33.6% 5.7x 17.1x NM 12.3x 25.2%

TriNet Group, Inc. 26.8 30.0 89.5% 1,853 2,328 418 159 38.0% 5.6x 14.7x NA 12.6x NM

WageWorks, Inc. 41.3 68.3 60.4% 1,452 1,111 230 43 18.5% 4.8x 26.1x 3.7x 14.3x 15.1%

Paylocity Holding Corporation 22.7 31.0 73.3% 1,127 1,048 109 (3) NM 9.6x NM 7.4x NM 39.2%

Paycom Software, Inc. 17.9 18.3 97.7% 915 928 126 15 11.8% 7.3x NM 5.7x 33.1x NM

CBIZ, Inc. 8.6 9.5 91.0% 424 629 708 65 9.2% 0.9x 9.6x 0.8x NM 7.6%

Insperity, Inc. 29.5 39.7 74.4% 752 540 393 67 17.1% 1.4x 8.0x 1.3x 7.2x 4.3%

Barrett Business Services Inc. 59.2 102.2 57.9% 425 350 579 28 4.8% 0.6x 12.7x 0.5x 9.6x 24.4%

Mean $44.1 $53.7 85.4% $8,294 $8,528 $2,787 $627 22.2% 4.0x 13.6x 3.2x 13.2x 12.7%

Median $33.5 $39.7 90.6% $1,853 $2,328 $601 $159 19.2% 3.3x 13.0x 2.5x 12.3x 8.1%

HR Staffing & Services

Adecco S.A. $75.7 $87.0 87.1% $13,564 $15,241 $26,914 $1,329 4.9% 0.6x 11.5x 0.6x 9.8x (0.7%)

Randstad Holding NV 48.6 65.5 74.1% 8,734 9,888 23,107 873 3.8% 0.4x 11.3x 0.4x 8.8x 1.9%

Robert Half International Inc. 50.2 53.1 94.6% 6,884 6,577 4,408 482 10.9% 1.5x 13.7x 1.3x 11.5x 6.1%

ManpowerGroup Inc. 77.6 87.2 89.0% 6,185 6,075 20,667 791 3.8% 0.3x 7.7x 0.3x 6.9x 2.4%

Hays plc 2.2 2.6 84.8% 3,110 3,214 6,292 251 4.0% 0.5x 12.8x 0.5x 10.3x (0.5%)

Michael Page International plc 7.6 8.5 89.1% 2,338 2,267 1,735 143 8.2% 1.3x 15.9x 1.3x 13.5x 2.4%

On Assignment Inc. 29.6 39.9 74.2% 1,610 1,956 1,753 170 9.7% 1.1x 11.5x 1.0x 9.1x 16.7%

USG People NV 12.9 18.6 69.1% 1,043 1,316 3,157 163 5.2% 0.4x 8.1x 0.4x 8.1x (0.4%)

Korn/Ferry International 30.3 32.8 92.3% 1,521 1,178 960 120 12.5% 1.2x 9.8x 1.1x 7.7x 18.1%

TrueBlue, Inc. 27.1 31.3 86.7% 1,127 990 1,749 94 5.3% 0.6x 10.6x 0.4x 7.1x 17.2%

Kforce Inc. 20.1 23.8 84.3% 657 738 1,235 65 5.2% 0.6x 11.4x 0.6x 10.8x 13.4%

Kelly Services, Inc. 16.7 26.2 63.9% 627 653 5,473 68 1.2% 0.1x 9.6x 0.1x 7.3x 1.1%

Heidrick & Struggles International Inc. 21.7 21.7 99.6% 395 304 484 43 8.8% 0.6x 7.1x 0.6x 6.2x 8.5%

CDI Corp. 15.2 19.2 79.1% 298 268 1,116 34 3.1% 0.2x 7.8x 0.2x 6.6x 3.0%

Mean $31.1 $37.0 83.4% $3,435 $3,619 $7,075 $330 6.2% 0.7x 10.6x 0.6x 8.8x 6.4%

Median $24.4 $28.7 85.7% $1,566 $1,636 $2,455 $153 5.2% 0.6x 11.0x 0.5x 8.4x 2.7%

HR Software and Services Monthly September 2014

7

HR Software & Services Public Trading Statistics (As of August 29, 2014)

Source: Capital IQ; Note: EV/EBITDA multiples higher than 50.0x are excluded from aggregate calculations and are marked as ‘NM’ HR Benefits and Risk Consulting: MMC, WSH, AJG, LSE:JLT, TSX:MSI, AIM:JLF

SaaS: CRM, NOW, N, CNQR, GWRE, DWRE, FUEL, RP, CVT, MKTO, LOGM, SPSC, SQI, TNGO, IL, TXTR

($ in millions except stock price) EV as a multiple of LTM

Current 52 Week % of 52 Market Enterprise LTM LTM NTM Total Rev

Company Price High Week High Cap Value Revenue EBITDA % Margin Revenue EBITDA Revenue EBITDA Growth

HR Benefits and Risk Consulting

Marsh & McLennan Companies, Inc. $53.1 $53.6 99.2% $28,903 $30,518 $12,611 $2,585 20.5% 2.4x 11.8x 2.3x 10.6x 4.6%

Willis Group Holdings plc 42.0 47.2 88.9% 7,487 9,114 3,722 819 22.0% 2.4x 11.1x 2.3x 9.9x 4.9%

Arthur J Gallagher & Co. 47.2 49.5 95.5% 7,509 9,053 3,779 598 15.8% 2.4x 15.1x 2.0x 10.7x 37.2%

Jardine Lloyd Thompson Group plc 17.2 18.4 93.7% 3,769 4,528 1,799 372 20.7% 2.5x 12.2x 2.3x 10.4x 13.6%

Morneau Shepell Inc. 15.7 16.0 98.0% 754 1,042 477 71 14.8% 2.2x 14.8x 2.0x 10.7x 15.0%

Jelf Group plc 2.0 2.2 90.3% 218 232 133 21 15.8% 1.7x 11.1x 1.7x 9.0x 8.2%

Mean $29.5 $31.1 94.2% $8,107 $9,081 $3,753 $744 18.3% 2.3x 12.7x 2.1x 10.2x 13.9%

Median $29.6 $32.8 94.6% $5,628 $6,790 $2,760 $485 18.2% 2.4x 12.0x 2.1x 10.5x 10.9%

SaaS

Salesforce.com, Inc $59.1 $67.0 88.2% $36,577 $38,079 $4,767 $3 0.1% 8.0x NM 6.4x 36.6x 37.3%

ServiceNow, Inc. 61.1 71.8 85.1% 8,907 8,658 542 (84) NM 16.0x NM 10.9x NM 65.5%

NetSuite Inc. 87.6 120.8 72.6% 6,697 6,488 477 (39) NM 13.6x NM 10.4x NM 33.4%

Concur Technologies, Inc. 100.4 130.4 77.0% 5,725 5,583 668 22 3.3% 8.4x NM 6.9x 41.3x 31.8%

Guidewire Software, Inc. 45.6 58.0 78.5% 3,123 2,692 329 (2) NM 8.2x NM 7.3x 43.5x 21.2%

Demandware, Inc. 53.2 82.2 64.6% 1,920 1,664 128 (18) NM 13.0x NM 9.5x NM 44.5%

RealPage, Inc. 16.1 26.3 61.2% 1,277 1,263 389 42 10.8% 3.2x 30.0x 3.0x 18.3x 10.4%

Marketo, Inc. 29.3 45.0 65.1% 1,194 1,082 122 (42) NM 8.9x NM 6.5x NM 63.7%

Cvent, Inc. 25.1 46.1 54.5% 1,062 872 125 6 4.6% 7.0x NM 5.6x NM 29.6%

LogMeIn, Inc. 42.3 47.7 88.7% 1,041 820 192 18 9.4% 4.3x 45.5x 3.5x 16.4x 27.7%

SPS Commerce, Inc. 55.9 80.0 69.9% 908 772 115 11 9.7% 6.7x NM 5.6x 39.8x 24.8%

Textura Corporation 28.8 47.3 61.0% 733 666 59 (14) NM 11.3x NM 8.3x NM NM

Tangoe, Inc. 13.9 26.1 53.4% 540 495 201 14 7.2% 2.5x 34.2x 2.1x 12.5x 14.4%

IntraLinks Holdings, Inc. 7.9 12.5 62.9% 443 466 245 9 3.6% 1.9x NM 1.8x 11.5x 8.7%

Rocket Fuel Inc. 16.3 71.9 22.7% 584 415 315 (17) NM 1.3x NM 0.8x NM 97.4%

SciQuest, Inc. 16.0 32.7 48.9% 439 324 99 3 2.9% 3.3x NM 3.0x 15.2x 25.8%

Mean $41.2 $60.4 65.9% $4,448 $4,396 $548 ($5) 5.7% 7.3x 36.6x 5.7x 26.1x 35.8%

Median $35.8 $52.8 64.9% $1,128 $977 $223 $3 4.6% 7.5x 34.2x 6.0x 18.3x 29.6%

HR Software and Services Monthly September 2014

8

Source: Company Filings, Press Releases, Thomson Reuters, Capital IQ, Analyst Reports

Global Technology Annual Transactions Count and Volumes (Last Five Years as of December 31, 2013)

Global Technology Sector M&A and Private Placement Update (As of July 31, 2014)

Commentary

Global Technology Monthly Transactions Count and Volumes (Last One Year as of July 31, 2014)

Global M&A transaction value in Software and Services rose to $24.1 billion in July 2014, from a low of $16.1 billion in April 2014.

The total number of transactions rose 8.1% year-on-year to 521 from 482 transactions in July 2013. The total number of private

placement deals (695) was higher than the number of M&A deals (521) this month. Global M&A transaction value rose in 2013 to

$290.4 billion, marking a 25.0% increase year-on-year, while the total number of M&A deals fell by 1.1% to 5,152 in the same

period. The total number of private placement deals rose to 8,097 in 2013, marking an increase of 10.1% year-on-year. 2013

recorded the highest number of private placement transactions in the past 7 years, while 2011 marked the highest number of M&A

transactions. Improving economic conditions in the U.S., low interest rates, and strong cash balances in technology firms indicate

a bright outlook for Q2 2014

482

394

456496

433 448490

428

493

515526 523 521

729

676

731695

599628 636

704733

782 795753

695

$47.0

$8.3

$31.1

$36.9

$17.4

$30.5

$106.8

$110.1

$75.1

$16.1

$23.1$28.1

$24.1

$0

$20

$40

$60

$80

$100

$120

0

100

200

300

400

500

600

700

800

900

Jul-1

3

Aug

-13

Sep

-13

Oct

-13

Nov

-13

Dec

-13

Jan-

14

Feb

-14

Mar

-14

Apr

-14

May

-14

Jun-

14

Jul-1

4

M&

A T

ransaction Volum

e ($ in billions)C

ount

of T

rans

actio

ns

Merger/Acquisition Private Placement M&A Transaction Volume

5,663 4,929

3,754

4,994 5,346 5,235 5,152

3,788

3,660 4,117

5,493

6,819

7,355

8,097

$384.1

$246.1$206.9 $219.9

$266.9$232.4

$290.4

$0

$100

$200

$300

$400

$500

$600

$700

$800

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2007 2008 2009 2010 2011 2012 2013

M&

A T

ransaction Volum

e ($ in billions)C

ount

of T

rans

actio

ns

Merger/Acquisition Private Placement Merger/Acquisition

HR Software and Services Monthly September 2014

9

Source: Company Filings, Press Releases, Capital IQ, Research Reports

Select Recently Announced M&A Transactions (As of August 29, 2014) ($ in millions)

Announced Date Acquirer Target Target Business Description

Enterprise

Value

EV /

Revenue

EV /

EBITDA

8/21/2014 SkillSoft Corporation SumTotal Systems, LLC Provides integrated human resources solutions to customers w orldw ide NA NA NA

8/20/2014 Singapore Press Holdings Limited MindChamps Holdings Pte. Limited Provides mind development programs 43.7 NA NA

8/18/2014 The Caldw ell Partners International Inc. Haw ksmoor Search LimitedProvides board and senior management recruitment services for insurance and

reinsurance markets w orldw ideNA NA NA

8/14/2014 MYOB Finance NZ Limited PayGlobal LimitedDevelops, implements, and supports human resource management (HRM) and

payroll softw are solutions primarily in New Zealand and Australia14.5 NA NA

8/5/2014 Undisclosed Shenzhen CJOL Human Resources Co., Ltd.Provides an information platform that features job listings from enterprises,

candidate’s database and new s, and policies of human resourcesNA NA NA

8/4/2014 Frontline Technologies Group LLC Aspex SolutionsProvides Web-based human resources softw are solutions to school districts,

park and recreation districts, municipalities, and non-profitsNA NA NA

8/1/2014 WageWorks, Inc. CONEXIS, a division of WageWorks, Inc.Offers Consolidated Omnibus Budget Reconciliation Act/HIPAA, f lexible

benefits, reimbursement, and direct bill administration solutions to companies118.0 NA NA

7/31/2014 National Financial Partners Corp. Benefit Resources, Inc. Benefit Resources, Inc. offers insurance consulting and brokerage services. NA NA NA

7/31/2014 Oracle Corporation TOA Technologies, Inc.Provides cloud-based on-demand mobile w orkforce management and f ield

service management solutions for large and medium-sized enterprises NA NA NA

7/30/2014 Qualcomm Technologies, Inc. Empow ered Careers Inc. Develops a learning platform to engage students and faculty on various devices NA NA NA

7/28/2014 Undisclosed Creative Financial Staff ing, LLC Provides accounting and f inancial placement services NA NA NA

7/22/2014 Softw are Workforce Metrics Limited Provides employee relations softw are NA NA NA

7/21/2014 Undisclosed DP&L Group Limited Engages in travel, trading, and recruitment businesses NA NA NA

7/18/2014 Arthur J Gallagher & Co. Foundation Strategies Inc. Operates as an employee benefits brokerage company NA NA NA

7/17/2014 ZIGExN Co., Ltd. Brain Lab Inc. Provides consulting and support services to recruitment companies 11.5 3.9x NA

7/15/2014 Brakston Grey, Inc. Servicios Empresariales Top Hire S.A. DE C.V. Brakston Grey, Inc NA NA NA

7/15/2014 Berry Recruitment Limited PRC Employment Limited Operates as a recruitment consultancy in the U.K. NA NA NA

7/14/2014 Allegis Group, Inc. Talent2 International Ltd. Provides human resource advisory, payroll, recruitment, and learning services NA NA NA

7/12/2014 Groupe ACTUAL SARL REALIS RH S.A.S Offers temporary employment services NA NA NA

7/10/2014 Ascentis Corporation Starfield TMS, LLC Provides cloud-based talent management softw are solutions NA NA NA

7/10/2014 Henderson Insurance Brokers Limited Corporate Risk Systems Limited Offers health, safety, and environmental training and risk management services NA NA NA

7/10/2014 UndisclosedCow an Benefits Consulting Limited, Human

Resources Advisory PracticeComprises a business division providing Human Resource consulting services NA NA NA

7/10/2014 The Adolfsen Group ISS Personalhuset AS Operates as a recruitment agency and is based in Oslo, Norw ay 56.8 0.4x NA

7/9/2014 Undisclosed Zebra Strategic Holdings LimitedProvides executive/staff search services and other human resources support

services in Hong Kong19.2 0.8x NM

7/8/2014 Restamax OyjStaff Invest Oy, Majority Stakes In 5 Companies

And Labour Hiring Services With Customer BaseComprises labor hire service operations 10.5 NA NA

7/8/2014Beijing Orient National Communication

Science & Technology Co., Ltd.Shanghai P&C Information Technology Co., Ltd

Designs and develops mobile f inancial systems and f inancial application

softw are for small and mid-size joint-stock banks and city commercial banks72.7 NA NA

7/7/2014 RP International Ltd Aero Appointments Provides aviation recruitment and executive search services NA NA NA

7/3/2014 Undisclosed Zebra Strategic Holdings LimitedProvides executive/staff search services and other human resources support

services in Hong Kong19.2 0.8x NM

7/3/2014 Davidson Recruitment Services Pty Ltd. ITCOM Australia Pty LtdProvides recruitment consulting services in the areas of technology, digital, and

project business disciplinesNA NA NA

7/2/2014 Staff line Group plc Softmist LimitedOperates as a training procurement consultancy specializing in government-

funded w ork-based trainingNA NA NA

7/2/2014 HireBetter LLC bkoAUSTINProvides human capital and consulting services, primarily serving the off ices of

the CFO and CIONA NA NA

7/1/2014 Payroll Select Nederland B.V. Zember B.V. and Meesterhulp B.V. Provides payroll and back off ice services NA NA NA

7/1/2014 EFactor Group Corp. HT Skills Ltd. Provides apprenticeship, recruitment and learning services in the w orkplace 10.7 7.6x NA

7/1/2014 PrincetonOne LLC Management Recruiters of Grass Valley, Inc.Operates as a retail recruiting company for management recruiters, providing

executive search, recruitment process outsourcing and contract staff ingNA NA NA

HR Software and Services Monthly September 2014

10

Select Recently Announced Financings (As of August 29, 2014)

Source: Company Filings, Press Releases, Capital IQ, Research Reports

($ in millions)

Announced Company Name Country Amount

Type of Financing

/ Round (if VC) Business Description Participated Investors in Current Round

8/20/2014 Grace Hill, Inc. U.S. Undisclosed UndisclosedProvides online education and learning management solutions for

multifamily housing professionals w orldw ideThe Riverside Company

8/20/2014 Lagou.com China $25.0 Series B Offers staff ing servicesQiming Weichuang Venture Capital Management (Shanghai)

Company Limited; Bertelsmann Asia Investments

8/19/2014 Hireku Inc. U.S. 15.0 Series BDevelops recruiting softw are and offers applicant tracking, hiring

collaboration, communication tools and social recruiting tools

Birchmere Ventures; Innovation Works; Rincon Venture

Partners; Volition Capital LLC; Blue Cloud Ventures

8/18/2014 Sw itchboard Labs, Inc. U.S. Undisclosed UndisclosedOw ns and operates a w ebsite through w hich it offers payroll

management servicesAudrey Capital

8/18/2014 Staff ing 360 Solutions, Inc. U.S. 10.0 Undisclosed Operates as a staff ing company w orldw ide Undisclosed

8/14/2014 Quinyx AB Sw eden 12.5 Undisclosed Provides Web-based w orkforce management softw are solutions Alfvén & Didrikson Invest AB

8/14/2014 Desire2Learn Incorporated Canada 85.0 Series B Provides enterprise eLearning solutionsNew Enterprise Associates; Graham Holdings Company

(NYSE:GHC); Aurion Capital Management Inc.; and others

8/14/2014 Cielostar U.S. 5.0 UndisclosedProvides benefits administration outsourcing services and technology

solutionsUndisclosed

8/12/2014 ZipRecruiter, Inc.United

States63.0 Undisclosed

ZipRecruiter, Inc. operates a Web-based platform that enables

employers to post jobs across a list of job boards in the United States.

Institutional Venture Partners; Industry Ventures, LLC;

Basepoint Ventures

8/12/2014 Bravo Wellness, LLC U.S. 22.0 Series AEngages in designing outcomes-based w ellness incentive programs for

companies and organizations, and brokers and w ellness providersABS Capital Partners

8/8/2014 Hireology, Inc. U.S. 10.0 Series B

Provides a Web-based softw are product for selection/interview

management for individuals, small businesses, and Fortune 1000

managers

Bain Capital Ventures

7/22/2014 DayNine Consulting, Inc. U.S. Undisclosed UndisclosedProvides w orkday enterprise services for deploying and optimizing

w orkday HCM, payroll, and f inancial managementPamlico Capital

7/15/2014 chinahr.com Corporation China 40.4 UndisclosedProvides human resource (HR) services in China and other Asian

countriesUndisclosed

7/10/2014 erecruit Holdings, LLC U.S. 25.0 UndisclosedProvides staff ing f irm management solutions for contract/temporary and

direct hire businessesNorth Bridge Venture Partners

7/8/2014 SilkRoad technology, inc. U.S. Undisclosed UndisclosedProvides cloud-based talent management solutions that enable

customers to f ind, attract, develop, and retain talent globallyFoundation Capital

7/6/2014 The One-Page Company LLC U.S. Undisclosed UndisclosedProvides 1-Page Proposal App, a system for creating 1-Page job

proposalsUST Global Inc.

6/30/2014Cross Country Healthcare,

Inc.U.S. 25.0 Undisclosed Provides healthcare staff ing and w orkforce solutions in the U.S. Benefit Street Partners L.L.C.

6/30/2014 Paycor, Inc. U.S. 110.0 UndisclosedProvides online payroll services and human resource management

solutions to clients in the U.S.Undisclosed

6/27/2014 Viadeo S.A. France 6.8 UndisclosedProvides social netw orking services to professionals and recruiters,

offering solutions for candidate sourcing and employer brandingA Capital

6/27/2014China E-Learning Group

LimitedHong Kong 5.3 Undisclosed

Provides occupational education, industry certif ication course, skills

training, and education consultation servicesUndisclosed

6/25/2014 SilkRoad technology, inc. U.S. 11.4 UndisclosedProvides cloud-based talent management solutions that enable

customers to f ind, attract, develop, and retain talent globallyUndisclosed

6/25/2014Construction Labor

Contractors, Inc.U.S. Undisclosed Undisclosed

Provides construction staff ing and other labor staff ing solutions to

construction contractors and industrial project managersSilver Oak Services Partners, LLC

6/24/2014 Smashfly Technologies Inc U.S. 9.0 Series A Develops and operates a recruitment marketing platform OpenView Venture Partners

6/20/2014Premier Employer Solutions

LimitedU.K. Undisclosed Undisclosed

Offers employee benefits solutions and outsourced HR consultancy

services to small and medium sized businessesUndisclosed

6/19/2014 Danel Israel 16.0 UndisclosedProvides general human resources services to organizations and

companies in IsraelUndisclosed

6/11/2014 Social Recruiting Japan Undisclosed Series A Offers social recruiting services Global Brain Corporation

6/6/2014 Executive Employers U.S. 6.5 SeedOperates as an executive recruiting f irm, specializes in providing a

range of employment servicesAgile Capital Partners

6/5/2014 Montage Talent Incorporated U.S. 6.0 Series CDevelops video interview ing solutions for corporate recruiting teams,

RPO leaders, and staff ing f irms

Beringea LLC;The State of Wisconsin Investment Board;

Baird Venture Partners; Calumet Venture Fund; GCI

6/4/2014 Aasonn, LLC U.S. 20.0 UndisclosedImplements and deploys enterprise human resource (HR) and talent

management cloud-based solutionsLLR Partners Inc.

6/3/2014MC2 Consulting Services,

Inc.U.S. Undisclosed Undisclosed Provides timekeeping solutions to the payroll industry Moelis Capital Partners LLC

5/30/2014 HighRoads, Inc. U.S. 6.0 UndisclosedProvides human resource and supply chain management solutions to

automate HR processesUndisclosed

5/28/2014 Visier, Inc. U.S. 25.5 Series C Builds w orkforce analytic applicationsAdams Street Partners, LLC; Foundation Capital; Summit

Partners LLP

5/23/2014Benefitter Insurance Solution,

Inc.U.S. 8.5 Undisclosed

Provides employers w ith w eb-based solutions for employee health

coverageUndisclosed

5/19/2014 Zenefits Insurance Services U.S. 66.5 Series BProvides payroll and benefits management, human resource, and

insurance brokerage services

Andreessen Horow itz; Institutional Venture Partners; SV

Angel; Hydrazine Capital

HR Software and Services Monthly September 2014

11

Select Recently Announced Equity Offerings (As of August 29, 2014)

Source: Company Filings, Press Releases, Capital IQ, Research Reports

*Kenexa was delisted on December 3, 2012; the Market cap shown is as of the last trading day

Filing Date Closed Date Issuer Ticker Type Securities Offered

Offer Size

('000) Offer Price

Deal Value

($ in millions)

Market Value

($ in millions)

EV /

Revenue

EV /

EBITDA

8/18/2014 8/18/2014 DPA Group NV DPA Follow -on Common Stock 4.54 $2.20 $10.0 $109.2 1.3x 16.2x

6/30/2014 7/7/2014 Bamboos Health Care Holdings Limited 8216 IPO Common Stock 100.00 0.06 6.5 79.0 5.1x 8.5x

6/27/2014 7/11/2014 Clearstar Inc CLST IPO Common Stock 15.50 0.97 15.1 36.6 4.4x 35.4x

6/5/2014 6/19/2014 Zalaris HR Services AS ZAL IPO Common Stock 9.32 3.75 30.4 80.1 6.9x NM

5/15/2014 5/15/2014 Staff line Group plc STAF Follow -on Common Stock 2.00 13.44 26.9 340.2 0.4x 15.2x

5/5/2014 6/11/2014 Zhaopin Ltd. ZPIN IPOCommon Stock (Depositary

Receipts)6.45 13.50 75.7 656.7 4.0x 15.8x

4/8/2014 4/8/2014 Learning Technologies Group plc LTG Follow -on Common Stock 50.00 0.27 13.4 111.8 7.4x 45.1x

1/13/2014 1/14/2014 Workday, Inc. WDAY Follow -on Common Stock 6.90 89.00 534.0 12,405.1 37.4x NM

11/22/2013 12/12/2013 WDB Holdings Co., Ltd. 2475 Follow -on Common Stock 0.67 13.12 8.8 126.3 0.5x 5.3x

11/15/2013 12/18/2013 Will Group, Inc. 6089 IPO Common Stock 0.74 27.83 20.6 46.4 0.2x 8.4x

8/27/2013 9/17/2013 Temp Holdings Co., Ltd. 2181 Follow -on Common Stock 8.00 20.97 146.8 1,873.9 0.6x 12.5x

8/21/2013 9/4/2013 Halogen Softw are Inc. HGN Follow -on Common Stock 1.73 13.36 20.0 186.3 4.9x NM

8/14/2013 9/17/2013 Benefitfocus, Inc. BNFT IPO Common Stock 5.68 26.50 130.8 746.5 5.7x NM

8/12/2013 8/13/2013 WageWorks, Inc. WAGE Follow -on Common Stock 2.97 40.45 120.1 1,375.7 4.7x 24.4x

5/8/2013 5/14/2013 NetDimensions (Holdings) Ltd NETD Follow -on Common Stock 10.75 0.58 6.2 44.1 0.8x NM

4/2/2013 5/9/2013 Halogen Softw are Inc. HGN IPO Common Stock 5.52 11.47 55.0 186.3 5.6x NM

4/1/2013 5/31/2013 SaraminHR Co.,LTD A143240 Follow -on Common Stock 2.60 9.15 23.8 151.8 2.0x 14.5x

3/28/2013 4/9/2013 Zebra Strategic Holdings Limited 8260 IPO Common Stock 100.00 0.05 5.3 11.9 0.9x 32.9x

3/1/2013 3/12/2013 WageWorks, Inc. WAGE Follow -on Common Stock 5.63 24.00 135.1 1,375.7 2.1x 13.3x

11/15/2012 1/24/2013 Oilf ield Workforce Group Limited OFW IPO Common Stock 14.15 0.52 7.4 11.0 2.0x 19.5x

10/12/2012 11/14/2012 CAREERLINK Co.,Ltd. 6070 IPO Common Stock 1.59 5.23 7.2 28.4 0.1x 2.4x

9/13/2012 10/3/2012 WageWorks, Inc. WAGE Follow -on Common Stock 6.90 17.50 105.0 1,375.7 1.2x 8.0x

9/10/2012 9/13/2012 On Assignment Inc. ASGN Follow -on Common Stock 5.17 17.00 87.9 1,843.6 1.6x 16.3x

5/22/2012 3/4/2013 Professional Diversity Netw ork LLC IPDN IPO Common Stock 2.63 8.00 21.0 21.0 5.1x 12.3x

5/1/2012 5/15/2012 Angie's List, Inc. ANGI Follow -on Common Stock 8.63 13.00 109.7 637.2 5.6x NM

4/18/2012 4/19/2012 DPA Group NV DPA Follow -on Common Stock 3.70 1.44 5.3 110.1 1.0x 16.2x

11/3/2011 11/16/2011 LinkedIn Corporation LNKD Follow -on Common Stock 10.06 71.00 621.3 17,891.5 13.6x NM

10/17/2011 2/15/2012 SaraminHR Co.,LTD A143240 IPO Common Stock 2.43 4.45 10.8 151.8 0.6x 3.1x

7/8/2011 8/11/2011 HITO-Communications Inc. 3654 IPO Common Stock 0.75 35.15 22.9 146.1 1.4x 16.6x

5/25/2011 4/25/2012 Work Service Spólka Akcyjna WSE IPO Common Stock 5.12 1.89 9.7 292.0 0.5x 8.6x

5/16/2011 5/19/2011 Kenexa Corp.* KNXA Follow -on Common Stock 3.00 27.75 83.3 1,268.8 3.1x 39.0x

5/11/2011 6/6/2011 Catenon, S.A. COM IPO Common Stock 1.37 5.32 7.3 39.8 7.2x NM

5/9/2011 5/10/2011 Dice Holdings, Inc. DHX Follow -on Common Stock 8.00 15.88 127.0 367.7 7.3x 19.2x

3/24/2011 4/12/2011 Benefit Systems S.A. BFT IPO Common Stock 0.90 38.74 34.9 214.2 1.2x 8.9x

HR Software and Services Monthly September 2014

12

Select Recently Closed Leveraged Loans (As of August 29, 2014)

Source: Company Filings, Press Releases, Capital IQ, Research Reports

Select Recently Closed High Yield (As of August 29, 2014)

Closed Date Issuer Ticker

Amount

($ in millions) Type Security Coupon (%) Maturity Structure

Issuance

Price Yield Spread

Rating

Moody's S&P

6/30/2014 Ceridian Corp $825.0 144A Sr. Sec. Notes 9.500% 1-Jul-19 NC2 100.000% 9.500% 787 bp B3 B-

5/21/2014 Ceridian Corp. 855.0 144A Sr. Notes 8.125% 15-Nov-17 NC1 99.750% 8.207% 742 bp Caa2 CCC

12/10/2013 Opal Acquisition 610.0 144A Sr. Notes 8.875% 15-Dec-21 8nc3 100.000% 8.875% 647 bp Caa1 CCC+

3/14/2013 Ceridian Corp 475.0 144A Sr. Notes 11.000% 15-Mar-21 8nc3 100.000% 11.000% 943 bp Caa3 CCC

Closed Date Borrower Ticker

Total Facility

($ in millions) Revolver

Term

Loan Security

Tenor

(Months) Spread

Rating

Moody's

Rating

S&P Purpose Sponsor

8/29/2014 HITO Communications Inc 3654.JP $14.4 $14.4 - 36 0 bp NR NR Work. cap.

8/4/2014Ceridian Corp, Ceridian Canada

LtdCEN 1,375.0 - 1,375.0 33 4 bp B1 B- Corp. purposes Deutsche Bank AG

8/4/2014 Kforce Healthcare Inc 44.0 7.5 36.5 6 45 bp 0 0 LBO Madison Capital Funding LLC

7/31/2014 Allegis Corp 594.7 594.7 - 6 88 bp 0 0 Work. cap. Bank of America Merrill Lynch, Wells Fargo & Co

7/28/2014 CBIZ Inc CBZ 400.0 400.0 - 6 175 bp 0 0 Corp. purposes Bank of America Merrill Lynch

7/9/2014 Randstad NV 2,455.9 2,455.9 0.0 60 0 bp NR NR Corp. purposes

7/3/2014 TriNet HR Corporation 650.0 75.0 575.0 59 275 bp B1 B+ Corp. purposes General Atlantic LLC [GA]

6/26/2014 TrueBlue Inc TBI 300.0 300.0 - Secured 60 175 bp NR NR Takeover

6/24/2014 Creative Circle 200.0 15.0 185.0 Secured 60 NA B1 B+ Corp. purposes Morgan Stanley Global Private Equity

6/20/2014 Skilled Group Ltd 302.6 302.6 - 14 NA NR NR Corp. purposes

6/18/2014 Automatic Data Processing ADP 5,500.0 5,500.0 - 12 NA NR NR Corp. purposes

5/12/2014 Sterling Infosystems Inc 275.0 25.0 250.0 Secured 72 NA B2 B Corp. purposes Calera Capital

4/29/2014 Koosharem Corp 490.0 120.0 370.0 Secured NA NA NR NR Corp. purposes

4/3/2014 Renaissance Learning RLRN 745.0 40.0 705.0 Secured 96 NA NR NR SBO Hellman & Friedman Capital Partners

1/29/2014 Seaton Corp 57.0 - 57.0 60 NA NR NR Acquis. line

12/31/2013 Alexander Mann Solutions 200.0 40.0 160.0 Secured 72 475 bp NR NR SBO New Mountain Capital

12/11/2013 Kelly Services Inc KELYA 200.0 200.0 - 60 180 bp NR NR Corp. Purposes

10/1/2013Employment Solutions

Management Inc150.0 50.0 100.0 60 350 bp NR NR Corp. Purposes

9/30/2013 Manpow erGroup Inc MAN 600.0 600.0 - 60 128 bp Baa3 BBB- Corp. Purposes

8/15/2013 TriNet HR Corporation 895.0 75.0 820.0 Secured 90 775 bp Caa1 CCC+ Dividend Recap. General Atlantic LLC

8/15/2013Ceridian Corp, Ceridian Canada

LtdCEN 1,422.0 - 1,422.0 45 425 bp B3 CCC Corp. Purposes

Fidelity National Financial Inc, Thomas H Lee

Partners

8/2/2013 Corporate Executive Board Co CEB 725.0 200.0 525.0 Secured 62 225 bp Ba3 BB- Corp. Purposes

6/25/2013 Frenkel Benefits LLC 45.0 45.0 - NA NA NR NR Corp. Purposes

6/21/2013 Paychex Of New York LLC PAYX 500.0 500.0 - 60 88 bp NR NR Corp. Purposes

6/19/2013 Automatic Data Processing ADP 4,000.0 4,000.0 - 60 NA Aaa AAA Corp. Purposes

6/14/2013Employment Solutions

Management Inc85.0 40.0 45.0 35 250 bp NR NR Corp. Purposes

HR Software and Services Monthly September 2014

13

Source: CapIQ, Company Websites

Note: Bold denotes planned attendance by KeyBanc Capital Markets HR Software & Services team member

Denotes Bank Holiday Denotes Event

September

S M T W R F S

1 2 3 4 5 6

7 8 9 10 11 12 13

14 15 16 17 18 19 20

21 22 23 24 25 26 27

28 29 30

October

S M T W R F S

1 2 3 4

5 6 7 8 9 10 11

12 13 14 15 16 17 18

19 20 21 22 23 24 25

26 27 28 29 30 31

Upcoming Events

Upcoming Industry Conferences

Dates Event Location Additional Resources

Add to

Calendar

Sep 08 - Sep 10 2014 Learning and Leadership Development Conference Seaport Boston Hotel - Boston, MA Link to Conference Website

Sep 08 - Sep 10 Healthcare Staffing Summit Sheraton Dallas - Dallas, TX Link to Conference Website

Sep 15 - Sep 17 NAPEO's Annual Conference and Marketplace 2014 Fontainebleau Miami Beach - Miami, FL Link to Conference Website

Sep 17 - Sep 19 ERE Recruiting Conference & Expo 2014 Fall Hyatt Regency McCormick Place - Chicago, IL Link to Conference Website

Sep 17 - Sep 19 Ohio Human Resource Conference Kalahari Resort - Sandusky, OH Link to Conference Website

Oct 05 - Oct 08 HR Southwest Conference Fort Worth Convention Center - Fort Worth, TX Link to Conference Website

Oct 08 - Oct 10 HR Technology Conference Mandalay Bay - Las Vegas, NV Link to Conference Website

Nov 17 - Nov 18 2014 HCI Global Talent Management Forum The Westin Beach Resort & Spa - Fort Lauderdale, FL Link to Conference Website

Dec 02 - Dec 03 Human Capital Management Federal Conference Hilton Alexandria Mark Center - Arlington, VA Link to Conference Website

Dec 11 - Dec 12 2014 Talent Acquisition Technology Forum The Palace Hotel - San Francisco, CA Link to Conference Website

Feb 23 - Feb 25 2015 Workforce Planning and Analytics Conference Dallas/Plano Marriott at Legacy Town Center - Dallas, TX Link to Conference Website

Mar 03 - Mar 06 SAP HR 2015 Bellagio - Las Vegas, NV Link to Conference Website

Mar 16 - Mar 19 The i4cp 2015 Annual Conference The Fairmont Hotel - Scottsdale, AZ Link to Conference Website

Mar 16 - Mar 19 2015 Executive Forum Loews Royal Pacific Hotel - Orlando, FL Link to Conference Website

Mar 20 - Mar 20 The 2015 Northern Ohio HR Conference I-X Center - Cleveland, OH Link to Conference Website

Mar 31 - Apr 02 2015 HCI Human Capital Summit Walt Disney World Swan and Dolphin - Lake Buena Vista, FL Link to Conference Website

Apr 12 - Apr 16 HIMSS15 Annual Conference McCormick Place - Chicago, IL Link to Conference Website

Apr 15 - Apr 17 Human Resource Executive Health and Benefits Leadership Expo ARIA Resort and Casino - Las Vegas, NV Link to Conference Website

Apr 27 - Apr 29 Talent Management Conference & Exposition San Diego, CA Link to Conference Website

Upcoming Company Events

Date Time Company Event Location / Dial-in and Pass code Additional Resources

Add to

Calendar

Sep 02 5:00 PM Korn/Ferry International Earnings Call TBA Investor Relations

Sep 03 4:30 PM Bazaarvoice, Inc. Earnings Call Dial-in: (887) 407-3982 Investor Relations

Sep 03 9:00 AM H&R Block, Inc. Earnings Call TBA Investor Relations

Oct 14 9:00 AM Michael Page International plc Earnings Call TBA Investor Relations

Oct 17 9:00 AM Robert Half International Inc. Earnings Call TBA Investor Relations

Oct 17 9:00 AM athenahealth, Inc. Earnings Call TBA Investor Relations

Oct 21 9:00 AM ManpowerGroup Inc. Earnings Call TBA Investor Relations

Oct 21 9:00 AM Heidrick & Struggles International Inc. Earnings Call TBA Investor Relations

HR Software and Services Monthly September 2014

July 2014

Joint Bookrunner,

Co-Syndication Agent &

Co-Documentation Agent

$650,000,000

Senior Secured Credit Facilities

A portfolio company of

14

KeyCorp Overview KeyBanc Capital Markets

Corporate and Investment Bank focused on the middle market

Full-services capabilities:

- Equity Capital Markets - Sales & Trading

- Leveraged Finance - Mergers & Acquisitions

- Debt Capital Markets - Financial Sponsor Coverage

Over 400 bankers in 20 offices: Albany, Atlanta, Boston, Charlotte,

Chicago, Cincinnati, Cleveland, Columbus, Dallas, Houston,

Indianapolis, Los Angeles, Nashville, New York, Philadelphia,

Portland, Salt Lake City, San Francisco, Seattle and Syracuse

Bankers organized by industry focus and transaction expertise

Over 60 senior and associate equity research analysts, tracking

more than 500 companies across four major industry sectors

For additional information on KeyBanc Capital Markets’ HR Software & Services Practice, please contact any of the individuals listed below:

Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member

NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc.and its licensed securities

representatives, who may also be employees of KeyBank N.A. Banking products and services are offered by KeyBank N.A. This report was not issued by our research department. The information

contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a

complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does

not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.

- Team Contacts

Sole Community Banking Offices (11 States)

Sole Corporate Banking Offices (15 States)

Headquarters: Cleveland, OH

Combined Corporate and Community Banking Offices (4 States)

Seattle, WA 1301 5th Ave., 23rd Floor

Seattle, WA 98101

San Francisco, CA One Embarcadero Center, Suite 1100

San Francisco, CA 94111

Boston, MA 225 Franklin St., 18th Floor

Boston, MA 02110

Charlotte, NC 5935 Carnegie Blvd.,

Charlotte, NC 28209

Brett Deware

Analyst

Technology Group

brett.deware@key.com

(617) 385-6247

John Brock

Managing Director

Segment Head

jbrock@key.com

(206) 684-6226

Dev Navare

Director

Technology Group

dnavare@key.com

(617) 385-6225

Niket Gandhi

Associate

Technology Group

niket.gandhi@key.com

(617) 385-6231

James Lim

Managing Director

Technology Group

james.lim@key.com

(415) 486-3424

Chris Headrick

Managing Director

Technology M&A

cheadrick@key.com

(415) 486-3410

Tim Monnin

Managing Director

Technology Group

tim.monnin@key.com

(704) 651-9371

Jason Black

Vice President

Technology Group

jblack@key.com

(206) 684-6581

October 2013

Joint Lead Arranger &

Documentation Agent

$250,000,000

Credit Facilities

August 2013

Documentation Agent

$900,000,000

Senior Secured Credit Facilities

A portfolio company of

December 2012

Sell-Side Advisor

has been acquired by

Recent KeyBanc Capital Markets HR Software & Services Transactions