Los Angeles Department of Water and Power Employees’ Retirement Plan Private Equity Program Performance Report December 31, 2009 Prepared by: Pension Consulting Alliance, Inc. Presented: July 14, 2010 Table of Contents Page Program Overview 3 Private Market Overview 4 Evolution and Current Status of the Private Equity Program 8 Investment Performance 9 Portfolio Structure 11 Partnership Summaries 14 Summary 16 Appendix Tab A Retirement Plan Tracking Schedule A-1 Fisher Lynch Venture Partnership II, LP (FL II) A-2 HRJ Special Opportunities II (U.S.), LP (SOF II) A-3 Landmark Equity Partners XIII, LP (LEP XIII) A-4 Landmark Equity Partners XIV, LP (LEP XIV) A-5 Lexington Capital Partners VI, LP (LCP VI) A-6 Lexington Capital Partners VII, LP (LCP VII) A-7 Oaktree Principal Fund V, LP (OPF V) A-8 Tab B Health Benefits Fund Overview B-1 Health Benefits Fund Tracking Schedule B-2 2 Program Overview The Los Angeles Department of Water and Power Employees’ Retirement, Disability and Death Benefit Plan (the “Plan”) Private Equity Program (the “Program") consists of both fund-of-funds and one direct partnership investment as of December 31, 2009. The Program is relatively young as the initial commitments to two secondary market fund-of-funds were made in 2006 and only 44.3% of commitments have been drawn down. As private equity partnerships are long-term investments that are invested over several years, the Program is expected to continue to grow and evolve over time. Summary As of 12/31/09, the Program had $176.0 million in commitments across seven partnerships. Program commitments have been allocated 68% to secondary market fund-of-funds, 23% to primary market fund-of-funds, and 9% to a direct partnership investment. As of the end of the fourth quarter of 2009, $78.0 million in capital had been drawn down, $12.6 million in distributions had been made, and the Program had a reported value of $65.0 million. The net since inception internal rate of return (IRR) was minus (0.5%) as of December 31, 2009, continuing to improve from the minus (17.0%) IRR as of 12/31/08. Portfolio Summary (as of 12/31/09) Since Peer Vintage Committed Invested Distributed Reported Partnership Type Age Inception Median Year Capital Capital Capital Value 1 Net IRR IRR Lexington VI Secondary Fund-of-Funds 2006 3.5 yrs. $30 M $24.2 M $5.3 M $18.3 M (1.5%) (3.8%) Landmark XIII Secondary Fund-of-Funds 2006 3.1 yrs. $30 M $25.6 M $7.1 M $18.8 M 0.8% (3.8%) HRJ SOF II Primary Fund-of-Funds 2008 1.8 yrs. $20 M $18.0 M $0.0 M $17.8 M (1.2%) (3.8%) FL VC II Primary Fund-of-Funds 2008 1.7 yrs. $20 M $4.2 M $0.0 M $3.7 M (18.5%) (23.8%) Landmark XIV Secondary Fund-of-Funds 2008 1.3 yrs. $30 M $3.3 M $0.0 M $3.7 M 11.5% (10.6%) Oaktree PF V Direct Partnership 2009 0.8 yrs. $16 M $2.4 M $0.1 M $2.6 M NM* NM Lexington VII Secondary Fund-of-Funds 2009 0.1 yrs $30 M $0.3 M $0.0 M $0.0 M NM* NM Total Program --- --- --- $176 M $78.0 M $12.6 M $65.0 M (0.5%)* --- * Investment activity is too early for meaningful results The use of fund-of-funds has resulted in a highly diversified portfolio with exposure to more than 300 underlying private equity partnerships which have invested capital with in excess of 4,000 portfolio companies. Overall the Program is diversified across investment strategies, including buyouts (49%), special situations (32%), and venture capital (19%). Given the use of secondary market fund-of-funds, vintage year diversification has been increased with exposures to underlying partnerships dating back to 1990. Approximately $78.0 million (44.3% of the Program’s committed capital) has been invested as of December 31, 2009. The Program’s reported value plus unfunded commitments ($98.0 million) represents an approximate allocation of 2.5% of the total Plan assets as of the end of the fourth quarter 2009. Given the unique cash flows of private equity partnerships, continued investment activity is required for the Plan to achieve its 5% target for private equity exposure over the long- term. However, attractive partnership selection should be emphasized rather than allocating capital to achieve target allocations. Therefore PCA continues to recommend remaining highly selective in this uncertain marketplace. 1 Source: Thomson Reuters, by comparable universe (All Private Equity, Buyout, or Venture) and vintage year. 3 Private Equity Market Overview Private equity fund raising remained slow through 2009, finishing the calendar year well below recent highs. Due in large part to the “denominator effect” (i.e., as the total value for a plan’s assets decreases in parallel with public market holdings the private equity valuation changes lag the public markets with the result that the private equity portfolio becomes a larger percentage of the shrinking portfolio) early in the year and continued investor uncertainty, commitment activity has decreased significantly. Commitment activity year-to-date in 2010 also remains low. During 2009, buyout funds raised $53.7 billion in commitments, well below the $195.5 billion raised during the 2008 calendar year. Venture capital commitments exhibited a 55% decline, raising $13.0 billion in 2009 compared to the $28.7 billion raised during the twelve months of 2008. Mezzanine also exhibited a decline from the prior year raising only $3.3 billion in commitments compared to $43.1 billion (driven by one very large fund) in 2008. Secondary and “other” funds exhibited the only year-over-year increase raising $17.5 billion in 2009 compared to $9.6 billion through year-end of 2008. Year-to-date, only $15.9 billion in commitments have been raised led by buyouts at $9.2 billion. Commitments to U.S. Private Equity Partnerships $350 $300 $250 $200 Billions $150 $100 $50 $0 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Q1 10 Buyouts Venture Mezzanine Secondary and Other Fund-of-funds Source: Private Equity Analyst through March 2010 The volume of U.S. buyout deals exhibited an increase of activity in the fourth quarter of 2009 after a very slow first nine months of the year, resulting in $39 billion in transaction value. This is well below the $137 billion in buyout activity in 2008 and significantly below the $475 billion in transaction value during 2007. Despite the onset of the credit crunch in the summer of 2007, a material slow down in buyout activity did not materialize until the first quarter of 2008 with even fewer transactions in subsequent quarters. The fourth quarter of 2008 was the first three-month period with less than $10 billion in disclosed deal volume since the second quarter of 2002 with activity continuing to decline and remain below $10 billion during the first three quarters of 2009. The first quarter of 2010, at $12 billion, was below that of the fourth quarter of 2009 but on pace to exceed last year’s activity. 4 Disclosed U.S. Quarterly LBO Deal Volume* 160 140 120 100 80 Billions ($) 60 40 20 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 * total deal size (both equity and debt Source: Thomson Reuters Buyouts Purchase price multiples (as represented by total enterprise value divided by earnings before interest, taxes, depreciation and amortization) have increased from their 2009 dip. The 8.6x purchase price multiple is currently above the ten-year average for the industry (7.7x). The short-term decline in purchase price multiples was attributed to valuations under pressure and the lack of available capital. The purchase price multiple increase in the first quarter of 2010 is believed to be an indication of the increased access to debt capital. Portfolio companies acquired in the 2001 to 2004 time frame were purchased in an environment where the industry purchase price multiple was below the current average (i.e. a lower valuation environment). Conversely, the 2005 to 2008 time frame suggests a higher valuation environment for investment transactions. The influence of industry valuations at purchase is not absolute, but is commonly a material component of performance. Purchase Price Multiples 12.0 9.7x 10.0 9.1x 8.4x 8.4x 8.6x 7.6x 7.8x 7.7x 8.0 7.1x 7.1x 7.3x 6.7x 6.6x 6.0x 6.0 TEV/EBITDA 4.0 2.0 0.0 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Q1 10 Source: S&P LCD 5 The average debt multiple has also increased from a dip in 2009, resulting in a slight decrease in the average equity component of a transaction to 43% in Q1 2010 from 46% in 2009. (The average equity contribution was only 30% in 2005.) Average Debt Multiples 7.0 6.0x 6.0 5.1x 5.0x 4.9x 5.0x 4.8x 5.0 4.3x 4.6x 4.4x 4.1x 3.9x 4.1x 4.0 3.5x 3.7x 3.0 Debt/EBITDA 2.0 1.0 0.0 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Q1 10 Source: S&P LCD Venture capital investment activity has also declined from prior highs.