#1Project Pioneer Materials Prepared for the Pioneer Special Committee July 7, 2014 Bank of America Merrill Lynch LOX For more investment banking materials, visit www.10xebitda.com ar Mer#2Notice to Recipient Confidential Bank of America Merrill Lynch "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. 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LOX For more investment banking materials, visit www.10xebitda.com#3Project PIONEER Key Observations Regarding CSC Presentation to the Special Committee Provided July 2, 2014 1 ■ Negative Momentum in Core Business Management estimates the EBITDA impact from the Duke/Progress transition and the loss of the PPL contract to be $4 million, not $7 million as stated by CSC 7 ■ ■ Bank of America Merrill Lynch ■ As management indicated previously, their estimate of the negative profitability impact of the lost Duke/Progress business is approximately $2 million Management estimates the PPL contract loss to be a maximum of $2 million of gross margin CSC's due diligence included management discussion around a degradation of core business performance due to two additional factors: (1) wet weather in April and (2) temporary margin pressure on the new customers from Duke transition due to learning curve ■ Klondyke and Pine Valley Underperformance CSC references management-provided numbers in their commentary around recent performance (figures on page 3 of CSC Presentation) According to Management, the most significant driver of underperformanceversus the FY2014 forecast was due to lower storm activity, which reduced revenue by $9.8 million and gross margin by $3.6 million Management has provided CSC with significant detail on the backlogand pipeline for these businesses and remains confident in the business turnaround Additionally, the businesses have performed in line with previously provided Management projections for 2014E(Gross Profit of $1.5 million versus prior forecast of $0.5 million) Risk Associated with "New Opportunities" Growth Based on our discussionswith Management, CSC's characterization of Opportunity6 is only partially accurate. The contract is being put out to RFP but management has a high degree of confidencethat Pioneer will win the business and it is expected to be sole-sourced While Pioneer was not a finalist for Opportunity1's 7-year MSA contract, Management has indicated that Pioneer plans to bid for smaller projects with potentially higher margins. Therefore the profitability impact of this lost contract may be limited; additionally, the lost MSA business had ~$15 million of associated ca pex included in the model provided on April 9th Source: Monogement views and forecasts from Pionoor Monogamant; CSC views from CourtSquare Presentation dated July 2, 2014. LOX For more investment banking materials, visit www.10xebitda.com#4IOX For more investment banking materials, visit www.10xebitda.com a#5Project PIONEER Key Observations Regarding CSC Presentation to the Special Committee Provided July 2, 2014 2 Z Quality of Earnings ■ 1 I 1 Management does not agree with CSC's QoE adjustments to EBITDA (see next page) In the management forecast calculation of Adjusted EBITDA, public company costs were reduced by 50% pro forma (i.e. $900k audit costs versus $1.8 million current) which management believes is very reasonable and should not be further adjusted Bank of America Merrill Lynch The $3 million adjustment for California job losses at Klondyke/PVP is, according to Management, believed to be one-time in nature and a result of start-up costs for the business and part of the learning curve of entering new territories ■ FCF Underperformance and Debt-Like Items CSC has cited a management provided estimate of $197.1 million for 6/30/14 net debt. Management's current estimate is $196.2 million and includes Storm AR of $4.5 million which will be collected early in Q1 2015 Debt-like items that CSC appeared to include are: RSI-related deferred compensation liability, which is disclosed in the Pioneer 2013 Form 10-K and has a total obligation with net present value of $5.3 million at April 27. This does not appear to be a valid adjustment given the disclosure and the fact that only $2.1 million out of the $6.6 million is due before 2018 CSC did not provide any visibility into the other PELLC adjustment of $0.8 million in their presentation and Management would need further information from CSC to respond appropriately Unfunded liability from multi-employer pension, which Pioneer management and labor attorneys engaged by Pioneer view to be no liability. CSC has included a $5 million adjustment. Management indicated that any obligation would only be triggered in the unlikely event that Pioneer exited the union pension plan and reenters the market in a non-union capacity. Additionally the obligation would only be triggered if Pioneer was in the plan for a minimum of 8 years, which has not occurred Source: Management views and forecasts from Pioneer Management; CSC views from Court Square Presentation dated July 2, 2014. LOX For more investment banking materials, visit www.10xebitda.com#6Project PIONEER Value Perspectives 3 2014 Adj. EBITDA as of Apr-14 Less: Underperformance Revised Adj. EBITDA QoE Adjustments: Public Company Klondyke / PVP Other PELLC Total QoE Adjustments 2014E CSC EBITDA 6/30/14E Net Debt Forecast as of Apr-14 Free Cash Flow Underperformance 6/30/14E Net Debt Forecast as of Jun-14 Plus: Debt-like Items Current Estimated Total Net Debt TEV (¹) '14E Adj. EBITDA ¹14E Adj. EBITDA - Norm. Capex ($35mm) TEV / EBITDA TEV/ (EBITDA. - Capex) Court Square Perspective 583.1 (5.3) $77.8 ($1.1) (3.0) (0.8) ($4.8) $73.0 $191.2 5.9 $197.1 10.3 $207.4 CSC Revised ($11.00) $573 73.0 3.8.0 7.8x 15.1x Management Perspective LOX For more investment banking materials, visit www.10xebitda.com Source: Pioneer Management and Court Square presentation dated July 2, 2014. Note: Dollars in milions, except par share figures. Nat Debt as of 6/30/14E. Includes $3.8mm bonus payments accelerated to be paid at change of control. 503.1 (3.5) $79.6 $79.6 $191.2 5.0 $196.2 $196.2 CSC Revised ($11.00) $561 79.6 7.0x 12.6x Per April Executive Presentation to Court Square $79.6 is based on April and May actuals and latest June management flash as of July 5 Comments For the calculation of Adj. EBITDA, Management reduced audit/internal controls costs by 50% or *$900K for internal audit costs These costs are associated with the CA job losses and are viewed as one-time/non-recurring No details on this adjustment Per April Executive Presentation to Court Square At Original CSC LOI ($12.85) $196.2 is latest Management estimate as of 7/3/14 Appears to include adjustment for RSI deferred compensation liability, which is disclosed in the Pioneer 2013 Form 10-K and which is partially contained in the cash flow projections and for a perceived multi-employer union pension underfunding obligation, which Management believes is unlikely to be triggered. $619 Bank of America Merrill Lynch 83.1 48.1 7.4x 12.9x#7IOX Appendix Bank of America Merrill Lynch For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyr#8Appendix Pioneer Storm Performance and Outlook Revenue Gross Profit 96 Margin Q1A $3.1 $0.9 29.0% 2014E Q2A $21.8 $11.7 53.7% Source: Monogament views and forecasts from Pioneer Management. $32.1 Full Year 2014E Q3A !Apr-9 Forecast June Estimate | Apr-9 Forecast June Estimate $10.7 33.5% I I LOX For more investment banking materials, visit www.10xebitda.com $13.8 $4.1 04 2014E 30.0% $3.9 $1.1 27.0% I $70.8 $28.0 39.5% $60.9 $24.4 Estimate as of July 5, 2014 ates 2014 storm revenue of $64mm 40.1% 2015E $75.0 $22.5 30.0% April 9 Forecast 2016E $75.0 $22.5 Bank of America Merrill Lynch 30.0% 2017E $75.0 $22.5 30.0% 2018E $75.0 $22.5 30.0%