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Turnaround Directors’ SurveyExecutive Summary ReportSeptember 2009Total number of responses collected: 160

Business Recovery Services

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Are your key trading indicators starting to improve; levelling out; or still getting worse

100%

80%

60%

40%

20%

0%Jun 2009 Sep 2009

Starting to improve

Levelling out

Still getting worse

Is it easier or harder to turn a business around in the current economic climate compared to the date of the last survey?

100%

80%

60%

40%

20%

0%Jun 2009Dec 2008 Sep 2009

Easier

No Change

Harder

Don’t Know

Introduction

Welcome to the fourth in the series of PricewaterhouseCoopers’ Turnaround Panel surveys which continues to show a strong response, with over 150 experts providing insight into the immediate prospects for business turnaround and reactions to the economic environment in the UK.

Whilst recognising that the economic conditions remain extremely tough for UK companies, there was an improved outlook from respondents on the state of the economy indicating that there are glimpses of “light at the end of the tunnel” with the majority of Turnaround Directors now believing that the economy will recover in the next six to twelve months. Indeed, when asked about trends in key trading indicators, there was a strong majority of responses noting that these were either levelling out or improving. The following graph illustrates the improvement since our last survey in June 2009 confirming that “it has stopped getting worse”.

This is confirmed by our Turnaround Directors’ view on the ease of turning around businesses. Last December 73% thought it was harder than September 2008 compared to 74% now saying that is it no harder than June 2009.

Turnaround Directors Survey September 2009

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The survey responses cautiously anticipate survival in over half of turnarounds with over 67% of responses anticipating that turnarounds will be successful. We have also seen a wide divergence in how a successful turnaround is defined. Most cited survival with a return to profitability, a clear vision and strategy and operation for at least two years as being hallmarks of success. However, there was a major polarisation as to whether success requires the survival of the company or the business, typically with the use of a ‘pre-pack’.

Although it has decreased slightly since our last survey, there is still a feeling amongst the turnaround community that businesses are reluctant to admit they are struggling, with 56% of respondents seeing this as the main barrier to their help being sought. The turnaround community continues to see inappropriate capital structures and inexperienced management teams as the two most frequent characteristics evident in distressed businesses which reinforces its sentiment that bold action needs to be taken by stakeholders and that experienced turnaround professionals should be brought in sooner rather than later.

A key area of contention which attracted a spectrum of different views was around the use of ‘pre-packaged’ administrations, so called ‘pre-packs’. Turnaround Directors are split over the morality of ‘pre-packs’ although there was recognition and acceptance that their use in certain situations was appropriate and could result in the least adverse impact on creditors and employees. A consensus view was that ‘pre-packs’ were appropriate in the right situation as long as they were not used as a tool to “drop creditors and carry on”. PwC continues to support the use of ‘pre-packs’ in the right circumstances provided that appropriate safeguards and transparency are in place.

Our own view of the turnaround market is that it remains extremely tough. We are starting to see small but significant increases in activity by funders, including private equity, resulting in more turnaround professionals taking leading roles in distressed situations and we anticipate this trend increasing more sharply in the coming months as stakeholders concentrate on the operational levers that improve cash and EBITDA. We believe access to funding, in particular for working capital requirements, will remain challenging and whilst we are seeing an improvement in liquidity this is generally at the more credit worthy end of the market and also at a higher price.

Despite the extraordinary last quarter performance of the FTSE 100 index, we continue to believe that restructuring companies will remain demanding as the competing position of different stakeholders puts pressure on the corporate. The demand for top quality turnaround directors who can hold the ring and lead the corporate through will continue.

Anne FergussonHead of the Turnaround PanelPricewaterhouseCoopers LLPOctober 2009

PricewaterhouseCoopers

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Overview of responses to the fourth Turnaround Directors’ survey

The results of the latest PwC survey of Turnaround Directors (TDs) show that in some areas TDs are beginning to see some glimmers of positivity amongst the economic gloom and some elements of their jobs are more optimistic compared to last year. However, there are still many notes of caution as TDs continue to see a worrying lack of acknowledgment of difficulty by companies in the UK – a factor which continues to hamper their efforts to help.

The answers by question:

1 There does seem to have been a slight shift towards positivity, with 74% of TDs finding the turnaround of a business easier or equally easy than previous surveys. This is more than three times the amount of TDs who felt that way a year ago (21%).

2 TDs’ perceptions of those sectors which will suffer the most in the next quarter remain the same as in previous surveys with Automotive, Construction, Hospitality & Leisure and Property continuing to be those sectors with poor or very poor prospects. Although generally showing satisfactory prospects Agriculture has shown a dip in positivity, perhaps due to the recent high profile receivership of the Dairy Farmers of Britain Co-op. Retail continues to be seen more positively, with a higher number of expectations in the satisfactory class (35%). However, it is worth noting that in all sectors, prospects are generally at a low level.

3 For the first time since our survey began a year ago, the majority of TDs believe a recovery of the economy will materialise in the next six months or up to a year – 56% of them believe this to be the case. This indicates that their perceptions of recovery timetables are not worsening and the ‘light at the end of the tunnel’ is perhaps being glimpsed.

4 Inappropriate capital structures and too much debt (77%) followed by inexperienced management (72%) are the two characteristics TDs find most frequently in a company in distress and have actually shown increases on the last quarter. Operational issues and bad strategy/business model continue to be a concern with 55% and 63% of TDs respectively also citing these.

5 TDs are slightly more positive this quarter in their view of the number of UK turnarounds that will be successful in the current climate, with over 67% anticipating over half of all cases will be successfully turned around.

6 However, when asked what they feel defines a successful turnaround, TDs’ responses varied. Most cited survival, a return to profitability, a clear vision and strategy and continued operation for at least two years as being hallmarks of success. However, some also cited the use of insolvency and the introduction of a new owner as a measure of success – events that many perceive as failure of a turnaround. Definitions of a successful turnaround included:

Management and stakeholders focused on issues other than survival.

Return to break-even or profitability, or safe exit to new ownership.

Returning the business to profitability with a structure that will keep it on the right path to sustained success.

Where the intrinsic value of a business is maintained even if the organisation needs to go through an administration process.

Maintaining clients, suppliers and cash flow and parking “old debt and liabilities” in either a structured refinance or ‘pre-pack’ administration.

The business survives with the majority of jobs safeguarded.

A company that is no longer on the bank’s “watch list”.


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7 Although it has decreased slightly since our last survey, there is still a feeling amongst the TD community that businesses are reluctant to admit they are struggling, with 56% of respondents seeing this as the main barrier to their help being sought. However, there has also been a 13% increase in the number of TDs who feel that turnaround is confused with consultancy. There were still some comments about the lack of engagement by lenders as a barrier to TD involvement, but this is much reduced from the last survey.

8 A question asking for TDs’ opinions on ‘pre-packaged’ (‘pre-pack’) administrations proved extremely illuminating with a real divide between those who find them to be effective and those who question the morality of the process. Opinions were very strong on both sides, perhaps further illustrating that Insolvency Practitioners must continue to be as open and transparent about the ‘pre-pack’ process as possible. Some comments were:

It is a useful tool in the turnaround armoury. It is better for a business to survive in cut down form through a ‘pre-pack’ than finish up all in the hands of the receiver.

Fine as long as only financial creditors are affected - it is morally wrong to impair trade creditors in a ‘pre-pack’ without their real consent.

Very effective in the right circumstances.

A ‘pre-pack’ transaction is the best form of an exit for a distressed organisation which emerges as a new entity with a clean balance sheet and new shareholders ready to go.

A blunt instrument to be used only as a last resort.

Done in the right way by a reputable firm, they enhance value and save jobs that would be eroded in a traditional administration.

Not good – more use should be made of CVAs.

If all other options have been exhausted and this enables part/all of the business to have a future then they can be instrumental in effecting a turnaround. However, they should not be used as a simple tool to drop creditors and carry on!

Would be much more use for achieving real restructurings to support turnarounds if they were not limited by BERR’s interpretation of TUPE legislation.

9 Manufacturing continues to be the sector most open to the use of TDs with over 20% of our respondents stating this as the sector in which their main client operates. The next sector most worked in by TDs is Retail at 15%.

10 75% of TDs believe they will need to undertake a degree of operational restructuring in order to accomplish their turnaround efforts, perhaps indicating that companies are not only being hampered financially by the recession, but need to make real changes to their business models. However, the recession is clearly still making an impact, with 48% of TDs also believing that financial restructuring is a necessity.

11 Another positive outcome in the responses to the question around key trading indicators, with 86% of TDs believing their companies have levelled out or are starting to improve. This is a clear improvement on the last quarter when only 67% believed this to be the case and, indeed, 33% believed them to be actually getting worse.


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12 The level of support from lenders for turnaround efforts continues to show no change since the beginning of the year, with 54% of TDs believing this to be the case. However, on a slightly more positive note, there has been a reduction from 20% to 13% in the percentage of TDs who perceive the levels of support to be less or much less than the previous survey.

13 Similarly, there was not a great deal of change in the level of support from other creditors and non-financial stakeholders for turnaround efforts with 64% of TDs feeling there has been no change since the last survey.

14 The ease of raising funds for operating cash flow is no better than in May 2009, with 83% of TDs finding it the same or harder than before to raise new funds compared to 87% in the previous survey. This indicates that liquidity is still very scarce, despite some of the positive signs of recovery coming through.

15 The fact that 84% of TDs would look to existing lenders or existing shareholders for additional finance (up from 57% last time) demonstrates this continued lack of a market for money, making turnaround particularly challenging.

16 In the summary section, a number of TDs had some thoughts to add on the general outlook:

Too many owners are being sold administrations and ‘pre-packs’ when they could work out of their current predicament. Also, too many banks are trying to do DIY turnaround.

The banks are very risk averse and want to avoid making a restructuring decision that would expose the individual to criticism.

The lending markets are easing slightly and slowly. There is a paucity of new funds available to lend, and often on tight terms and high margins to the lenders.

The market certainly seems to have come to life in the last three to four weeks.

My expectation is that the banking markets will become much more difficult in the next six months. Banks have so far put off taking difficult decisions on clients where they can to date. My perception is that there are a large number of Independent Banking Reviews which have been undertaken where revised facilities and covenants have not yet been agreed. There could be considerable pressure to get these sorted by the year end for “going concern” reporting purposes and that a logjam will result. Some hard decisions will be taken which mean that loans will be called for repayment and companies will collapse.

In a number of turnarounds, whether shareholders, bankers etc, there is a climate of denial as to the seriousness of the situation; a major hurdle to initially overcome. Subsequently expectations by shareholders and bankers must be managed downwards.


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Charts and comments:

1 Is it easier or harder to turn a business around in the current economic climate compared to the end of May 2009?

Response Chart Frequency

Much easier 0.0%

Easier 20.1%

No change 54.0%

Harder 17.3%

Much harder 5.0%

Don't know 3.6%

(Respondents could only choose a single response)

2 Thinking about the next quarter, what are your performance expectations for companies in the following sectors?

Excellent Good Satisfactory Poor Very poor

Don’t know

Agriculture 0.0% 24.4% 51.3% 9.2% 0.0% 15.1%

Automotive 0.0% 2.5% 14.0% 52.1% 24.0% 7.4%

Construction 0.0% 5.0% 12.4% 49.6% 28.1% 5.0%

Energy 1.7% 38.7% 42.9% 5.0% 0.0% 11.8%

Financial services 0.8% 18.3% 44.2% 28.3% 4.2% 4.2%

Healthcare 3.3% 40.8% 43.3% 7.5% 0.0% 5.0%

Hospitality & Leisure 0.0% 4.2% 24.2% 51.7% 16.7% 3.3%

Manufacturing 0.0% 2.5% 28.1% 55.4% 9.1% 5.0%

Media 0.0% 5.8% 22.5% 45.8% 17.5% 8.3%

Mining 1.7% 24.0% 35.5% 20.7% 1.7% 16.5%

Oil & Gas 4.1% 38.0% 35.5% 9.9% 0.0% 12.4%

Property 0.0% 4.2% 15.8% 55.0% 20.8% 4.2%

Public sector 2.5% 24.4% 31.1% 28.6% 7.6% 5.9%

Retail 0.0% 0.8% 35.2% 52.5% 7.4% 4.1%

Telecoms 0.0% 17.5% 53.3% 20.8% 0.8% 7.5%

Transport and Logistics 0.0% 5.8% 34.7% 47.1% 5.0% 7.4%

Utilities 0.0% 37.5% 47.5% 5.8% 0.0% 9.2%


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3 When do you think the UK economy will start to recover?


In the next 6 months 15.1%

6 months to a year 41.3%

1-2 years 32.5%

2 years or more 9.5%

Don’t know 1.6%



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(Respondents were allowed to choose multiple responses)

4 In your view, which of these characteristics/issues do you find most frequently in a company in distress? Please tick the two most frequent.


Inexperienced management 71.8%

Over-leveraged/Too much debt/Inappropriate capital structure

77.1%

Operational issues 55.0%

Bad strategy/business model 63.4%

Over-reliance on one market 26.7%

Failure of a supplier 3.1%

Failure of a major customer 9.9%

Fraud/Criminal activity 1.5%

Obsolete product 3.1%

Other (please specify) 9.2%

Response

“Poor cash collection”

“Denial”

“Inability to control cash flow; management cannot react fast enough”

“Never one thing, but management, inexperienced or incompetent, is key”

“Out of date business model”

“Inadequate past investment”

“Comfortable senior management”

“Not sufficiently nimble”

“Denial”

“Poor management”

“Lack of communication and understanding each others’ roles”

“Slowness to act”


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5 Approximately what percentage of UK turnarounds do you anticipate being successful in the current climate?


100% 0.0%

75% 12.7%

50% 54.8%

25% 23.8%

Don’t know 8.7%



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6 In your opinion, what defines a ‘successful turnaround’?

Response

“Management and stakeholders focused on issues other than survival”

“Return to break even or profitability, or safe exit to new ownership”

“Where the intrinsic value of a business is maintained even if the organisation needs to go through an administration process”

“Returning the business to profitability with a structure that will keep it on the right path to sustained success”

“Maintaining clients, suppliers and cash flow and parking “old debt and liabilities” in either a structured refinance or ‘pre-pack’

“A company which would have “gone under” without a turnaround and is able to look at the future for at least 24 months”

“Survival”

“The business survives with the majority of jobs safeguarded”

“‘Stopping the rot’ - i.e. stabilising cash and returning to profitable trade - or returning to industry average profitability. May also lead to returning value back to stakeholders”

“Initially the business avoiding insolvency, returning to positive cash flow and profitability; plus a sustainable strategy for the future”

“A successful turnaround requires sustainable change to be brought about for the survival of the organisation – both in operational and financial terms; restructuring the balance sheet is often no more than ‘window dressing’ and is likely to be of limited effectiveness. Unless significant changes are made throughout the organisation which will make it run smoother and much more efficiently, ‘financial engineering’ alone is an unsustainable solution”

“Giving all stakeholders a sense of purpose”

“The business not only surviving but fundamentally improving its well-being so that it grows over the following ten years”

“Majority of current management team being in a position to take advantage of a recovery in the economy”

“Step one is, as always, to stabilise the financial position. However, the measure of real success is generally only when a business moves back to sustainable profitability and growth which, in the SME sector where we specialise, is more often than not predicated on changes in the management structure”

“Recovery from crisis and return to profitability and full debt service”

“Plan in place to develop business, get out of deficit and on track to deliver. Elimination of waste resources (people and goods). Looking forward and proper processes in place to ensure have learnt from experience”

“Survival in a successful mode as opposed to survival of a corpse”

“Survival beyond a year of majority of business/employees”

“Profitable and sustainable growth”

“Going concern”


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7 What do you see as the main barrier to turnaround professionals being called in to help organisations?


Turnaround is confused with consultancy

22.2%

Lack of education on the part of the private equity and lending communities

9.5%

Organisations are reluctant to admit they are struggling 46.0%

Lack of confidence of the turnaround professional offering 2.4%

Perceived cost of turnaround professional 11.9%



Comments

“Lack of bank funding for the turnaround”

“Inability of banks to act decisively”

“All the above, the decision maker needs confidence in the individual doing the turnaround”

“Bank first port of call is insolvency practitioner”

“Lack of recognition that specialist help is actually needed”

“Bank/market intransigence and/or fear of facilitating write downs”

“Organisations are reluctant to admit they do not have the skills to manage a turnaround”

“What appears to be complete denial by lender community to sort the problems out rather than hang on and hope that an upturn in market conditions will come to the rescue”

“Banks not wanting to stay in the game”

“Lenders do not want to crystallise losses”


12

8 What is your opinion of ‘pre-pack’ administrations as an effective process for achieving a turnaround of a company?

Response

“Not very effective unless management changed”

“In principle, a good idea as increases chances of the survival of a business. However, open to abuse as potentially greater return could be achieved to a wider body of stakeholders if insolvency were avoided and a consensual restructuring approach adopted”

“It is a useful tool in the turnaround armoury. It is better for a business to survive in cut down form through a ‘pre-pack’ than finish up all in the hands of the receiver”

“Fine as long as only financial creditors are affected - it is morally wrong to impair trade creditors in a ‘pre-pack’ without their real consent”

“Very effective if used wisely”

“In the right circumstances, they can prove effective but are often misused”

“Very effective in the right circumstances”

“A ‘pre-pack’ transaction is the best form of an exit for a distressed organisation which emerges as a new entity with a clean balance sheet and new shareholders ready to go”

“A blunt instrument to be used only as a last resort”

“Only as a last resort, a very effective tool although still an insolvency and therefore failure”

“Whilst a quick way to resolve an issue its morality is questionable”

“A last resort to save something from the wreckage”

“Not good – more use should be made of CVAs”

“If all other options have been exhausted and this enables part/all of the business to have a future then they can be instrumental in effecting a turnaround. However, they should not be used as a simple tool to drop creditors and carry on!”

“Would be much more use for achieving real restructurings to support turnarounds if they were not limited by BERR’s interpretation of TUPE legislation”

“A good tool providing you have a very good forecast of the short-term working capital requirements”

“‘Pre-packs’ can be a very effective tool in achieving a turnaround where other means are not available. This can preserve enterprise value for creditors, employees, suppliers and customers. However, at the margin they can be prone to abuse by unscrupulous owners, directors and professional advisors”

“Providing the company is fully and properly marketed they have a role to play”

“Business failures caused by perceived ‘events’ rather than ‘actions’ are more acceptable and ‘pre-packs’ appear to pull the former into the latter and so I am not in favour of them. They may even cause businesses to fail, avoiding possible upside events which could have happened over a slightly longer timescale”

“It destroys supplier relationships, lets old management and shareholders restart with same ineffective skills and outlook”

“In a small number of cases it is useful. However in the majority it is not”

“It is one of a range of tools which should be considered as part of a plan to achieve sustainability of an enterprise in distress”

“Not the optimal route”

“Can help facilitate a more orderly environment for turnaround specialists in certain circumstances”


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Agriculture 0.0%

Automotive 0.8%

Construction 4.2%

Energy 0.8%

Financial services 7.5%

Healthcare 4.2%

Hospitality & Leisure 5.8%

Manufacturing 20.0%

Media 7.5%

Mining 1.7%

Oil & Gas 1.7%

Property 1.7%

Public sector 5.0%

Retail 15.0%

Telecoms 2.5%

Transport and Logistics 1.7%

Utilities 0.0%

Other (See comments below) 20.0%

9 In which sector does your main client operate?



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Response

“Outsourcing and support service”

“Distribution”

“Technology”

“Aerospace”

“Hydraulics, covering most of the above, but mainly construction”

“Food manufacturing”

“Public health professional consultancy”

“Specialist chemicals”

“Not for profit”

“Packaging”

“Aerospace”

“Support services”

“Education”

“Professional services”

“Outsourcing”

“Consumer”

“Insurance”

“Import and distribution”

“IT”


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10 Which of the following do you expect to undertake in order to accomplish your turnaround efforts?

11 Are your key trading indicators...


‘Pre-packaged’ administration 8.9%

Debt for equity swap 22.6%

Financial restructuring 47.6%

Operational restructuring 75.0%



Still getting worse 13.7%

Levelling out 61.5%

Starting to improve 24.8%

(Respondents were allowed to choose multiple responses)


Response“Accelerated M&A”

“Break up”

“‘Pre-pack’ completed. Rest of group being closed down”

“Mostly done now, sales push always necessary”

“Trade sale required to enact restructuring”

“Change in strategy and marketing”

“Instigating new business systems upgrade and BPM processes over next 6- 12 months”

“Implementation of IFRS and meaningful Corporate Governance”

“Unlikely to require major action”

“Management changes and strategic focus”

“Strategic review. Go to market strategy”


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12 How supportive are lenders of your turnaround efforts compared to the end of May 2009?


Much more supportive 2.6%

More supportive 23.3%

No change 54.3%

Less supportive 8.6%

Much less supportive 4.3%

Don't know 6.9%



Much more supportive 0.0%

More supportive 24.3%

No change 63.5%

Less supportive 5.2%

Much less supportive 0.9%

Don't know 6.1%

13 How supportive are other creditors and non-financial stakeholders (i.e. suppliers, customers, employees) being to your efforts compared to the end of May 2009?



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14 How would you rate the ease of raising funds compared to the end of May 2009?


Much easier 0.0%

Easier 11.9%

The same 56.8%

Harder 17.8%

Much harder 8.5%

Don’t know 5.1%



Existing lenders 36.1%

Existing shareholders 47.5%

New lenders 10.7%

New asset based lenders 19.7%

New equity providers 23.8%


15 If you required additional finance, where would you expect it to come from?


Response

“Internally by improving performance & managing working capital”

“Private Investment Funds and Niche Investors”

“Public finance”


18

“Volatility of markets and forecasts suggests that the “experts” who relied on their computers and trends still have no idea what’s happening. It will take time to establish new models and until then don’t rely on any forecast”

“Too many owners being sold administrations and ‘pre-packs’ when they could work out of their current predicament. Also too many banks trying to do DIY turnaround”

“The banks are very risk averse and want to avoid making a restructuring decision that would expose the individual to criticism”

“Introducing turnaround professionals to a business in need remains a major challenge. Current management will resist and financial backers are reluctant to use outside turnaround help as it may alienate the management and thus precipitate a sharper decline”

“When will stakeholders (banks mainly) actually try to persuade companies to use turnanound professionals whilst supporting the process. Present evidence suggests no activity meanwhile company management continues with head in the sand approach. The SME sector is likely to see continued failures when most could be saved”

“The lending markets are easing slightly and slowly. There is a paucity of new funds available to lend, and often on tight terms and high margins to the lenders”

“Exchange rates impacting cost of borrowing and relative competitively internationally”

“The market certainly seems to have come to life in the last three to four weeks”

“Compared to Western Europe & USA, the Australasian banking sector has been less severely affected by the financial crisis, and optimism for growth is higher. Commodity exports to China have also been strong in H1 2009. Business fundamentals however are not improving outside the areas government stimulus packages are inflating (schools, hospitals etc), and I expect a double dip recession to hit the region once reality dawns. Interest rates are already being talked up as of next month, credit will become harder to obtain again, and the next leg down will be faster and lower than we saw in 2008 / 9. This is not over yet – by a long way”

“My expectation is that the banking markets will become much more difficult in the next six months. Banks have so far put off taking difficult decisions on clients where they can to date. My perception is that there are a large number of Independent Banking Reviews which have been undertaken where revised facilities and covenants have not yet been agreed. There could be considerable pressure to get these sorted by the year end for “going concern” reporting purposes and that a logjam will result. Some hard decisions will be taken which mean that loans will be called for repayment and companies will collapse”

“In a number of turnarounds, whether shareholders, bankers etc, there is a climate of denial as to the seriousness of the situation; a major hurdle to initially overcome. Subsequently expectations by shareholders and bankers must be managed downwards”

“Banks are still cautious but in some cases are realistic. They are still quite greedy on fees and margins”

“Decision making in the banks is far slower than before due to their internal process changes. This is a threat to good businesses”

16 Other comments


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This article has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this article 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 article, and, to the extent permitted by law, PricewaterhouseCoopers LLP, its members, employees and agents accept no liability, and disclaim all responsibility, for the consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this article or for any decision based on it.

PricewaterhouseCoopers provides industry-focused assurance, tax, and advisory services to build public trust and enhance value for its clients and their stakeholders. More than 155,000 people in 153 countries across our network share their thinking, experience and solutions to develop fresh perspectives and practical advice.

© 2009 PricewaterhouseCoopers LLP. All rights reserved. ‘PricewaterhouseCoopers’ refers to PricewaterhouseCoopers LLP (a limited liability partnership in the United Kingdom) 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.

Design Services 24193 (09/09).

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