#1PROJECT SOLAR CREDIT FIRST SUISSE BOSTON WIT 93719 16389 PRESENTATION TO THE BOARD OF DIRECTORS STRICTLY CONFIDENTIAL | MARCH 22, 2005 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION THESE MATERIALS MAY NOT BE USED OR RELIED UPONFOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUSSE FIRST BOSTON#2CONFIDENTIAL Situation Overview ▸ In May 2004, CSFB was engaged by Solar as its financial advisor in connection with the proposed spin-off of its availability services business ("Allen"). The spin-off transaction was publicly announced on October 1, 2004 and is scheduled to close in the 2nd quarter of 2005 On November 19, 2004, Saturn expressed an interest to acquire Solar for a 20% premium to Solar's closing stock price ($31.88 per Solar share) (¹) ▸ Solar's Board of Directors discussed Saturn's proposal; Solar's Board determined that Saturn's offer was not attractive and insufficient for Solar to not proceed with the spin-off of Allen ▸ On November 30, 2004, Saturn offered to acquire Solar for $33.00 - $35.00 per Solar share ▸ On December 2, 2004, Solar's Board discussed the second Saturn offer; the Board subsequently authorized Solar management and CSFB to meet with Saturn to understand its proposal and provide preliminary information to Saturn regarding Solar. CSFB and Solar management met with Saturn on December 6, 2004 (2) ▸ On December 14, 2004, Solar's Board of Directors discussed Saturn's proposal; the Board subsequently authorized Saturn to conduct due diligence so long as Saturn was prepared to proceed on the basis of $35.00 per share or greater ▪ Following the Board meeting, Saturn confirmed that it understood the Board's position and that it was prepared to proceed on that basis ▸ On January 5-6, 13-14, and 18, 2005, Saturn performed preliminary financial and technology due diligence on Solar (1) Closing Solar share price on November 18, 2004 was $26.57 (2) On December 3, 2004, Saturn and Solar entered into a confidentiality agreement. CREDIT FIRST SUISSE BOSTON 1#3CONFIDENTIAL Situation Overview (cont'd) On January 21, 2005 Saturn had an investment committee meeting and subsequently stated on January 25 that its "best and final offer" to acquire Solar is for $35.00 per share ▸ On February 1, 2005, Solar's Board authorized CSFB and Shearman & Sterling, Solar's outside legal advisor, to commence negotiations with Saturn ▸ On February 4, 2005, Saturn agreed to a price of $36.00 per share and on February 9, 2005, agreed on principal terms of a transaction ▸ Solar's Board subsequently authorized Solar's management to negotiate key terms of the management agreement with Saturn. On February 17, 2005, Solar management and Saturn agreed on key terms of the management agreement ▸ On February 18, 2005, Solar's Board authorized Saturn to approach four sponsors and form the equity consortium On February 22, 2005, the equity consortium, Saturn plus four other private equity firms, began performing due diligence on Solar with Bain Consulting and Deloitte & Touche Solar's Board subsequently authorized Saturn to approach the debt financing sources, which include JPMorgan Chase, Citigroup and Deutsche Bank ▸ On March 8, 2005, Saturn requested and the Board approved Saturn to approach three additional private equity firms ▸ The transaction is expected to close in the 3rd quarter of 2005 CREDIT FIRST SUISSE BOSTON 2#4CONFIDENTIAL Preliminary Summary of Transaction Terms SUMMARY DESCRIPTION ▸ Parent, Merger Sub (a wholly-owned subsidiary of Parent), and Solar ► $36 per share of Solar common stock in cash > Accelerated vesting, except for a portion held by certain members of Solar's management which shall roll-over into [NewCo] pursuant to the Management Agreement TERM Parties Consideration Treatment of Options Financing Board Recommendations Conditions to Closing Tax Treatment Expected Closing CREDIT FIRST SUISSE BOSTON > There are no financing conditions, although closing may be delayed for a [15] business day marketing period for Parent's high yield financing and the transaction is subject to the absence of a Market MAC and a Lender MAC (see below) The board of directors of Solar may withdraw, modify or change its recommendation of the Merger, only if it determines in good faith that the failure to do so would constitute a breach of its fiduciary duties and, if there is an alternative acquisition proposal, that such alternative acquisition proposal is a superior proposal, provided that the board may not withdraw, modify, or change its recommendation solely in connection with the proposed spin-off of Solar's availability services business ▸ Conditions include: ▪ Receipt of stockholder approval ☐ Expiration/termination of waiting periods under applicable antitrust laws W Absence of governmental injunctions or restraints against the Merger . Receipt of all material required governmental consents Customary bring down of representations, warranties and covenants to closing Absence of a Market MAC (other than a Market MAC with respect to which Parent waives its right to invoke this condition) . . • Absence of a Lender MAC, subject to Parent's reasonable best efforts to secure comparable substitute financing ▸ Taxable to Solar's shareholders ► Q3 2005 (after Solar shareholder vote) Source: Based on Shearman and Sterling draft as of March 22, 2005. 3#5CONFIDENTIAL Preliminary Summary of Transaction Terms (Cont'd) TERM Material Adverse Change: Market MAC Lender MAC SUMMARY DESCRIPTION ► MAC includes the following carve-outs: (1) a change in general economic or financial market conditions that does not have a disproportionate effect on Solar (ii) any act of terrorism or war that does not have a disproportionate effect on Solar (ii) the announcement of the execution of the Merger Agreement or the pendency or consummation of the Merger, and (iv) compliance with the terms of, or the taking of any action required by the Merger Agreement CREDIT FIRST SUISSE BOSTON ▸ Any general suspension of trading in, or limitation on prices for securities on the NYSE for three or more consecutive business days ▸ The declaration of a banking moratorium or any suspension of payments in respect of banks in the United States generally for three or more consecutive business days ► The commencement or material escalation of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States or any of its territories, including any acts of terrorism, domestic or foreign, or a national or international economic or financial crisis that results in a material disruption or material adverse change in the United States commercial credit, debt capital or commercial mortgage-backed securities markets for a period of three or more consecutive business days, and ▸ Any limitation by any governmental authority which prohibits the extension of credit by banks or other lending institutions in the United States generally that prevents a lender from providing the financing for the Merger for a period of three or more consecutive business days ▸ A restriction on lending imposed by a regulatory authority, court or agency on, or a petition of bankruptcy, insolvency or reorganization filed by or against, any lender or lenders providing at least 25% of the financing contemplated by the debt commitment letters which prevents such lender or lenders from providing such financing and which, in the case of any petition filed against any such lender or lenders, is not dismissed within 10 days of being filed Source: Based on Shearman and Sterling draft as of March 22, 2005,#6CONFIDENTIAL Preliminary Summary of Transaction Terms (Cont'd) TERM Termination SUMMARY DESCRIPTION ▸ By the mutual written consent of Solar and Parent ▸ By either Solar or Parent if ■ CREDIT FIRST SUISSE BOSTON The Merger is not consummated on or before (September 15, 2005], unless the financing marketing period ends in the period from August 19, 2005 to September 2, 2005, then on ar before [September 30, 2005) (so long as the failure to consummate the Merger is not due to a breach by the terminating party) . The required approval of Solar's stockholders is not obtained A final and non-appealable governmental order prohibits the consummation of the Merger, or There is a breach of the representations, warranties or covenants of the other party, which breach would cause the failure of a condition, and such breach is not, or cannot be, cured within 30 days of notice ▸ By Parent if Solar's board of directors (a) modifies, changes or withdraws its recommendation of the Merger, (b) recommends or approves a competing acquisition proposal, (c) within 5 business days of first announcement of a tender offer for Solar's shares, takes any position on such offer other than recommending rejection of such offer, or (d) fails to include its recommendation of the Merger in the proxy statement distributed to Solar's stockholders (each a "board termination act') ▸ By Solar if: . . Solar receives a superior acquisition proposal, so long as (a) Solar gives Parent an opportunity to match such proposal and (b) Parent fails to match such proposal within five business days (subject to a 2 business day extension upon certain amendments to the superior acquisition proposal) Conditions to the obligations of Parent and Merger Sub to close the Merger have been satisfied, and the Merger is not consummated on the earlier of (a) the last day of the 15 business day financing marketing period and (b) the third business day after Parent has obtained the high yield financing; or Parent fails to waive its right not to close due to a Market MAC within a certain period after Solar requests that Parent do so Source: Based on Shearman and Sterling draft as of March 22, 2005 5#7CONFIDENTIAL Preliminary Summary of Transaction Terms (Cont'd) TERM Fees and Expenses Funds Guarantee SUMMARY DESCRIPTION ▸ Solar shall pay Parent's expenses, up to $25 million if Parent terminates due to the breach of a Solar representation, warranty or covenant ▸ Solar shall pay Parent a termination fee of $300 million if CREDIT FIRST SUISSE BOSTON Parent terminates due to the breach of a Solar representation, warranty or covenant, or either party terminates due to the failure to obtain the required stockholder approval, and (a) at or prior to the time of termination a competing proposal has been publicly announced that is reasonably likely to have caused the approval of Solar's stockholders not to have been obtained and (b) no later than 12 months after such termination, Solar enters into a definitive agreement with respect to a transaction Parent terminates due to the occurrence of a board termination act, or Solar terminates to accept a superior proposal, unless, in either case, such termination is in connection with the sale of Solar's availability services business, in which case the termination fee shall be $200 million ▸ Parent shall pay Solar a termination fee of $300 million if. Solar terminates due to the breach of a Parent or Merger Sub representation, warranty or covenant Solar terminates due to the failure to consummate the Merger by [September 15, 2005], unless the financing marketing period ends in the period from August 19, 2005 to September 2, 2005, then by [September 30, 2005), and Parent's and Merger Sub's conditions to close have been satisfied, or All the conditions to the obligations of Parent and Merger Sub to close have been satisfied and the Merger is not consummated on the earlier of (a) the last day of the 15 business day financing marketing period and the third business day after Parent has obtained the high yield financing [The Funds affiliated with Parent will jointly and severally, provide a guarantee for the obligations and liabilities of Parent and Merger Sub under the Merger Agreement, up to a maximum amount of $300 million] Source: Based on Shearman and Sterling draft as of March 22, 2005. 6#8CONFIDENTIAL Overview of Saturn Proposal (Sin millions, except per share) Price per Share FD Shares (MM) Equity Value Plus. Net Debt as of 12/31/04 ( Aggregate Value . Proposal . 2004 PF EBITDA 2005 EBITDA Agg Value / 2004 PF EBITDA Agg Value / 2005 EBITDA $36.00 304.2 $10,952 307 $11,260 Source: Management and Company fings. (1) Pro forma for BRUT divestiture and acquisitions of OSSI, Infow, Vivista, Integrity and RRI $1,088 1,145 ▸ [Seven] equity sponsors (including Saturn) Approximately $3.5BN of equity CREDIT FIRST SUISSE BOSTON 10.3x 9.8x Three lead financing sources: JPMorgan Chase, Citigroup and Deutsche Bank Approximately $8.0BN of debt (Sin millions) Preliminary Sources & Uses SOURCES Cash from Balance Sheet Total New Debt Rolled Debt Total Debt Sponsor Equity (¹) Total Sources USES $310 7,500 500 8.000 3,513 $11,823 Purchase of Solar Equity Refinance ST/LT Debt Rolled Debt Transaction Expenses Total Uses Note: Balance sheet data per management and Company Sings Note: Assumes leverage of 7.2x pro forma (taking into account recent acquisitions and divestitures) LTM EBITDA of $1,104 as of 3/31/2006. (1) Management will rollover some portion of their existing options $10,952 54 500 316 $11,823 7#9CONFIDENTIAL Overview of Saturn Proposal (Cont'd) (5 in millions, except per share values) Implied Premiums Current (03/18/05) 10-Day Average 30-Day Average 60-Day Average 90-Day Average 10-Day Prior 30-Day Prior 60-Day Prior 90-Day Prior $26.65 Pre Spin-Off Ann. (10/1/04) $24.42 LTM High (04/14/04) LTM Low (08/11/04) Historical Price CREDIT FIRST SUISSE BOSTON $24.96 $25.31 $25.85 $26.53 $26.60 $25.94 $26.85 $27.76 $28.90 $22.40 Premium/(Discount) to Solar Price Current Proposal $24.95 $36.00 0.0% (3.5%) (5.9%) (6.2%) (3.8%) (10.1%) (6.4%) 2.2% (13.7%) 11,4% 44.3% 42.2% 39.3% 35.7% 35.3% 38.8% 34.1% 29.7% 35.1% 47.4% 24.6% 60.7% Implied Multiples Implied Equity Value Implied Enterprise Value FY2004 PF Revenue FY2005E Revenue FY2004 PF EBITDA FY2005E EBITDA FY2004A EPS FY2005E Street EPS (1) Per Solar Management. 2006 statistics pro forma for OSS Infow, Vivista, Integrity and RRI acquisitions and BRUT dvesture (2) Assumes pro forma net debt of $307 million per Solar management (3) Per Wall Street Research. Operating Statistics $3,691 3,937 $1,068 1,145 $1.40 $1.55 Implied Multiples Current $24.95 $7,362 7,669 2.1x 1.9x 7.0x 6.7x 17.8x 16.1x Proposal $36.00 $10.952 11,260 3.1x 2.9x 10.3x 9.8x 25.7x 23.2x 8#10CONFIDENTIAL Historical Stock Price Analysis Daily from March 17, 2000 to March 18, 2005 Share Price $40 $35 $30 $15- $10- $5 Saturn Proposal-$36.00 SO 3/17/00 High (3/19/02) Low (7/19/00) Average CREDIT FIRST SUISSE BOSTON 12/3/00 Price $34,89 14.66 24.90 8/21/01 5/9/02 1/25/03 Volume-Solar Volume(MM) High (7/19/02) Low (11/26/04) Average 32.322 0.232 1.523 10/13/03 6/30/04 35,000 Days Closed at or Above $33.00 $34.00 $35.00 -30,000 25,000 20,000 15,000 10,000 5,000 0 3/18/05 0 Volume in Thousands 9#11CONFIDENTIAL Solar Financial Analysis (Sin millions) Equity Price per Share (Enterprise Value) Solar Equity Reference Range Per Share dattala CO Y TDA CYKEBIDA CO Y M IX. CY2004 PF Revenues CY2006E Revenues CY2004 PF EBITDA CY2005E EBITDA 314 29 193 *0 CY2004 PF Univered Ni CY2005 Unievered NI $40.00 2674 21 $30.00 $35.00 CREDIT FIRST SUISSE BOSTON $25.00 $20.00 $15.00 (1 Statistic $3.691 3.937 1,008 1,145 422 467 Comparable Company Analysis $31.50 ($9,800) $24.73 ($7,800) 2.1x 1.8x 7.0 5.6 - . 180x 16.3x- 2.7x 2.5x 9.0x 8.6x 23.2x 21.0x Comparable Transaction Analysis $37.62 ($11,500) $30.07 ($9,300) 2.5x 2.4x ❤ 8.5x 8.1x 4 Stock Price as of 3/18/05: $24.95 ($7,669) 22.0 19.9 32x 3.0x 10.8x 10.3x Discounted Cash Flow Analysis 27.9x 25.3x $36.12 ($11,300) $28.84 (58,900) 2.Ax- 2.3x 9.2x 7.8x 21.1x 19.1x . 3.1x 2.8x 10.4x 9.9x 28,7k 24.2x Premiums Pald $33 25 ($10.345) $31.19 (59,008) 26x 2.5x 8.9 8.4x 229x 20.7x . Proposed Price $36.00 ($11,260) 28x 2.6x 95 9.0x MEN 22.2x Note: Pro forma Net Debt of $307MM as of 12/31/04. Note: The low price target of $25 was from Deutsche Bank as of 2/15/96 and the high price target of $37 was from Barrington Research as of 2/16.05. Per Solar Management. 2004 statistics pro forma for OSSI, inflow, Vivista, Integrity and RRI acquisitions and BRUT divestiture Other Metrics 52 Week High/Low $28.90 (58.918) $22.40 ($6,881) 1.9t 1.7x 6.3 6.0x 16.3x 14.7x - . 24x 2.3x 8.2x 7.8x 21.1x 19.1x Wall Street Analyst NTM Price Target $37.00 ($11.592) $25.00 ($7.685) 2.1 2.0x . 7.1x 4 6.7M . 18.2x 16.6x 3.fx 2.9 10.7x 10.1x 27.4x 24.8x 10#12CONFIDENTIAL Summary Overview Solar CREDIT FIRST SUISSE BOSTON Saturn Proposal Sum of the Parts Financial Analysis $36.00 per share Comparable Company Analysis Comparable Acquisition Analysis Discounted Cash Flow Analysis Enterprise Value ($BN) Iverson Allen $4.3-$5.5 $3.3-$4.3 $4.7 - $6.0 $4.6-$5.8 $5.5 - $6.9 $3.4-$4.4 Solar Equity Value Per Share $24.73 $31.59 $30.07-$37.62 $28.84-$36.12 11#13CONFIDENTIAL Premiums Paid Analysis Implied Premiums Current (03/18/05) 10-Day Average 30-Day Average 60-Day Average 90-Day Average 10-Day Prior 30-Day Prior 60-Day Prior 90-Day Prior Pre Spin-Off Ann. (10/1/04) LTM High (04/14/04) LTM Low (08/11/04) Historical Price CREDIT FIRST SUISSE BOSTON $24.95 $25.31 $25.85 $26.53 $26.60 $25.94 $26.85 $27,76 $26.65 $24.42 $28.90 $22.40 Premium/(Discount) to Solar Price Current $24.95 (Source: SDC (2) Based on the following cre Announced Global M&A deals from 1/1/1996 16 3/10/2005 100% Cash Consideration (3) Based on 3/18/05 stock price of $24.95, 0.0% (1.4%) (3.5%) (5.9%) (6.2%) (3.8%) (7.196) (10.1%) (6.4%) 2.2% (13.7%) 11.4% Proposal $36.00 Premiums Paid Analysis 44.3% 42.2% 39.3% 35.7% 35.3% 38.8% 34.1% 29.7% 35.1% 47.4% 24.6% 60.7% Precedent Premiums Pa Tech Deals Greater than $1BN All Deals Greater than $1BN Implied Solar Price per Share Tech Deals Greater than $1BN All Deals Greater than $1BN 1 Day Prior 26.1% 25.0% $31.47 $31.19 Median Premium to Share Price 30 Days Prior 52 Week High # of Deals 33.3% 31.5% $33.25 $32.80 (0.2%) 1.0% 111 337 12#14CONFIDENTIAL Wall Street Research Analyst 12-Month Price Targets 12-Month Price Target Price Target Date $34.00 12/31/04 Report Date Bank 03/02/05 Baird 03/01/05 Willem Blair & Company 02/28/05 Merrill Lynch 02/25/05 02/24/05 Lehman Brothers SG Cowen & Co. 02/16/05 Barrington Research 02/16/05 02/16/05 Prudential Equity Group Keefe, Bruyette & Woods 02/16/05 Stifel Nicolaus 02/16/05 JPMorgan Securities 02/16/05 Morgan Stanley 02/16/05 Janney Montgomery Scott 02/16/05 Think Equity Partners 02/16/05 Needham 02/15/05 Deutsche Bank 02/15/05 Wachovia Secunties CREDIT FIRST SUISSE BOSTON Analyst Carla Cooper Franco Turrinell Gregory Smith Moshe Katri Roger Freeman Michael Hutchison Bryan Keane Robert Lee Peter Heckmann Philip Mickelson David Togut Thomas McCrohan Glenn Greene Andrew Jeffrey Brandt Sakskeeny David Trossman NA $34.00 NA $29.00 $37.00 $26.00 $30.00 $32.00 NA NA $30.00 $32.00 $33.00 $25.00 NA NA 07/23/03 NA 02/17/05 02/16/05 11/01/04 02/17/05 10/04/04 NA NA 02/16/05 04/22/04 02/16/05 07/21/04 NA Action/ Selected Comments Since 3/21/05 Announcement Downgrade from Outperform to Neutral. "All things considered we think $35 would be a fair price to pay." "We would expect the company to give it serious consideration, as we do not see the stock achieving a $34 level on its own." We believe the potential $10 billion LBO better reflects the prospects for the company "Investors will likely welcome a buyout at that price." Downgrade from Outperform to Market Perform. "The fundamental public market value of the existing business is around $30 or so per share." "In the face of significant market ambivalence to the proposed [spin-off), we think a sale of the company makes perfect sense." "We think this potential deal would be a positive for Solar shareholders. Downgrade from Buy to Hold "We believe the sale of Solar to financial buyers makes strategic sense." "Now that's more like it possible LBC begins unlocking value and upside remains. 13#15CONFIDENTIAL Illustrative Timetable - Announcement to Closing March 2005 April 2005 May 2005 June 2005 July 2005 August 2005 September 2005 Sun Mon Tue Wed Thu F4 Sat Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat Sun Men Tue Wed Thu Fri Sat Sun Mon Tue Wed Thu Fri Sat 12345 121234567 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 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 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 31 123 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 Mar. 24 Announcement 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 30 Days (assuming no HSR second request) Fle Preliminary Proxy Statement with SEC Announcement File HSR Pre-merger Notification Early Apri 10 Business Days CREDIT FIRST SUISSE BOSTON Receipt of SEC Comments HSR Clearance ↓ Early May 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 Resolve SEC Comments 4-6 Weeks 12 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 20 Business Days Mall Prary/Prospectus to Shareholders Mid June [15] Business Days Shareholder Vate (assuming no HSR second request) Mid July Closing Late July 14#16CONFIDENTIAL Appendix CREDIT FIRST SUISSE BOSTON T 00 83583 612560 15#17CONFIDENTIAL Solar Summary Financials (Sin millions) Revenue % growth Cost and Expenses: Operating Depreciation and amortization Amort of acquisition intangibles Corporate Total costs and expenses Operating Income % margin EBITDA % margin Working Capital Changes Capital Spending % revenue 2004A CREDIT FIRST SUISSE BOSTON $3.555.9 2,509.3 218.1 118.9 2,846 3 $709.6 20.0% $1,046.6 29.4% ($44.8) $240.3 6.8% Source Frencola per Color Manaprevert (PERUT diwers and acquations of os, info Vivitta integrity and I 2004PF $3,690.6 $704 1 19.1% $1,088.3 29.5% 2005E $3,936.6 6.7% 2,745.9 222.6 144.4 46.2 3.159.1 $777.5 19.8% $1,144.5 29.1% ($14.4) $314.5 8.0% 2006E $4,225.0 7.3% 2,900.4 246.0 141.5 56.6 3,344.6 $880.4 20.8% $1,268.0 30.0% ($21.4) $295.7 7,0% 2007E $4,515.3 6.9% 3,073.2 255.7 131.7 60.5 3.521.1 $994.2 22.0% $1,381.6 30.6% ($20.6) $269.1 6.0% 2008E $4,771.7 5.7% 3,246.5 272 6 112.0 63.9 3,695.0 $1,076.7 22.6% $1,461.3 30.6% ($17.1) $282.5 5,9% 2009E $5,040.8 5.6% 3,427.9 281.0 95.2 67.5 3,871.6 $1,169 2 23.2% $1,545.4 30.7% ($26.0) $296.3 5.9% 16#18CONFIDENTIAL Iverson Financial Analysis (5 in millions) CY2004 PF Revenues CY2006E Revenues CY2004 PF EBITDA CY2005E EBITDA CY2004 PF Unlevered Nil CY2005E Unlevered Ni $7,500 $7,000 $6.500 $6,000 $5,500 CREDIT FIRST SUISSE BOSTON $5,000 $4,500 $4,000 $3,500 $3,000 $2,500 Statistic $2.432 2.612 544 593 Iverson Enterprise Value Reference Range Comparable Transaction Analysis 207 244 Comparable Company Analysis 1.8x 1.6x 7.9x 7.2x $5,500 20.8x 17.6x $4,300 2.3x 2.1x 10.1x 9.3x $6,000 26 6x 22.5 $4,700 1.9% 1.8x 8.6x 7.9x 2.5x 2.3x 22.7x 19,2x 11.0x 10.1x Discounted Cash Flow Analysis $6,900 $5,500 29.0x 245 All Iverson financial information provided by Soler management 2004 operating statistics pro forma for BRUT divestiture and OSSI, Vivista, Integrity and RRI acquisitions 2.3x 21x 10.1x 9.3x .. 26.6x 225, 2.8x 2.6x 12.7x 11.6x 33.4x 28.2x 17#19CONFIDENTIAL Iverson Financial Projections ($ in millions) Revenue % growth Cost and Expenses: Operating Depreciation and amortization Amort of acquisition intangibles Corporate Total costs and expenses Operating Income % margin EBITDA % margin Working Capital Changes Capital Spending % revenue Sve Ferands per or Manager (1) Proto DRUT CREDIT FIRST SUISSE BOSTON 2004PF $2.432.5 $344.5 14.2% $543 8 22.4% are and acoustons ofO551 viviste imagy and Ri 2005E $2,612.4 7.4% 1,988.3 71.2 1148 30.7 2,205.0 $407.4 15.6% $593 4 22.7% ($17.0) $117.1 4.5% 2006E $2,838.3 8.6% 2,107.8 84.6 111.9 38.0 2,342.3 $496.0 17.5% $692.5 24,4% ($18.4) $87.7 3.1% 2007E $3,061.2 7.9% 2,235.6 87.9 102.2 41.0 2,466.7 $594.5 19.4% $784.7 25.6% ($15.8) $94.6 3.1% 2008E $3,256.0 6.4% 2,367.3 90.7 86.9 43.6 2,588.6 $667 4 20.5% $845.0 26.0% ($16.8) $100.6 3.1% 2009E $3,463.0 6.4% 2,512.8 91.6 73.9 46.4 2,724.6 $738.4 21.3% $903.9 26.1% ($17.9) $107.0 3.1% 18#20CONFIDENTIAL Iverson Comparable Company Analysis ihn mios, except per share amounts COMPANY (FYE Solar Street (Dec.) Iverson Street (Dec.) Financial Service ADP (Jun) Fen (Dec) S8 Investerents Co. (Dec) DST Systems (Dec.) Bays (Jun) Median Mean Securities Trading CME (Dec) Factset (Aug Archipelago (Dec.) Median Mean Source: Wall Street equity research. CREDIT FIRST SUISSE BOSTON Stock Price 3/18/05 $24.95 NA 544.78 37.12 37.12 44.83 14.82 $193.39 32:01 18:50 (3 in millions) FO Capitalization Equity Market Value CYOSE EBITDA CYOFE EBITDA CYOSE Revenue CY06E Revenue $7,362 NA $26.000 7.302 4,004 3,877 1.796 56.767 1.826 1.016 CYOSE Unlevered Ni CYOGE Unlevered Ni Enterp Market Value $7,669 NA $25,037 3,768 4,118 2.052 $6.039 1.568 842 Statistic $2,612 2.838 593 693 244 295 Source: Statistics per Company management PT Mulple CYOS 16.1x NA 276x 17.0 21.3 15.9 19.2x 13.2x 20 Ax 22x 15.4x 17.3 17.3 19.5 CYDE 14.4x NA 23.7K 14.0x 19.3x 14.8x 16.0 Theo 17.84 19.3x NA 15.3x 17.6 2.0x 2.0x 7.5x 7.0x CYOS Revenues 2.0x NA 2.8x 2.0x 6.1x 24x 1.8x 2.4x 2.8x 6.7x 1.5x 4.8x 4.4K Range FO Enterprise Vale 2.5x 2.5x 9.5x 9.0x CYOS 1.9x NA 2.7% 1.B 4.7 2.34 1.7 2. EBITDA 17.0x 22.0x 15.0x 20.0x Enterprise Value Reference Range CYOS CYDG 7.0x NA 11.7x 82 15.5 8.0 9.0k 9.0x 105 6.9 NA 1.5 8tc 3.7x 11.0 19.3 11.0 6.6x NA 11.2x 76x 14.fx 7.5x 8.3x 8.3x 9.7x 9.4x 10.9x 75x 9.4x $4.450 $4.848 Operating Statistics Reverse Growth 15:14 $4.155 $4,464 $4.300 5.4% 3.4% 10.1% 8.2% 5.3% 7.7% 7.7% 6.9% 14.3% NA (0.0%) 6.9% 6.0% CYBS EDIT Margin 20.3% 19.9% 19.2% 30.4% 20.3% 14.8% 19.9% 20.9% Implied Enterprise Value $5.225 $5.677 54.7% 35.0% 14.0% 35.0% 34.8% $6.531 $7,096 $5,637 $6.233 $5,377 $5.952 $5.500 LT CY2005 Gr. Rate ATGR) 13.5% NA 11.2% 15.9% 15.6% 13.1% 14.0% 14.0% 14.0% 16.0% 16.0% 10.5% 15.0% 13.8% PE/ LTOR 1.2x NM 2.5x 1.1x 1.4x 1.3x 1.4x 14x 1.5x 1.5k 1.0x 1.5x 1.4x 19#21CONFIDENTIAL Iverson Comparable Acquisitions Analysis CREDIT FIRST SUISSE BOSTON (5 in millions) Date Annc. Target Acquiror 12/16/2004 BHC Investments/Fidelity Investments (National Financial 10/20/2004 EquiServe/Computershare Limited 09/08/2004 Intercept/Fidelity National 07/13/2004 National Processing/ Bank of America 05/06/2004 Refco /Thomas H. Lee Partners 05/25/2004 Brut LLC/Nasdaq Stock Market 05/17/2004 NYCE/Metevente 04/06/2004 Barra/Morgan Stanley 04/06/2004 Tradeweb LLC/ Thomson Financial 02/09/2004 Aurum Technology/Fidelity National 12/10/2003 SCT/Sungard 04/02/2003 Concord EFS/First Deta 03/14/2003 InterPay (FleetBoston)/ Paychex 01/29/2003 Altel Financial Services/Fidelity National 01/06/2003 Pershing/Bank of New York 11/14/2002 EDS Consumer Network Services/Fiserv 08/05/2002 BrokerTec Trading Operations/ICAP 05/10/2002 Island ECN/Instint 04/28/2002 HNC Sofbware/Fair, Isaac and Company 05/14/2001 NYCE/First Data Corp 05/07/2001 NOVA Corp (GA)/US Bancorp Median Mean Source: SDC, compery press releases and Wall Street equity research. Note: Tradeweb transaction includes 50% of $150MM eamout (3 in millions) CY04 PF Revenue CY04 PF EBITDA CY04 PF Unlevered Ni Statistieto $2.432 544 207 2.0x 9.0x $365.0 307.0 423.3 435.5 1.425.0 1.138.5 2.074.6 2.250.0 190.0 610.0 828.2 460.0 306.0 196.4 7,448.1 155.0 1,050.0 2,000 0 FO FD Equity Enterp Value Value 320.0 240.0 500.0 906.9 551.7 2.252.1 Range [1] 2004 pro form for OS, fom, Venta regrity and Ragurations 2,5x 12.0x $385.0 307.0 190.0 610.0 620 8 435.0 306.0 5025 6,194.0 155.0 1,050.0 2,480.0 320.0 240 0 508.0 839.0 551.7 2.4744 22.0x 26.0x Enterprise Value Reference Range Enterprise Value! Revenue LTM 3.4x 1.0x 2.3x 22x 24x NA 4.3x 4.1x 44x 19x 3.1x NA 1.3x 3.1x NA 2.4x 3.1x 3.7x NA 1.6x 2.4x 2.7x $4.894 EBITOA LTM NA $4.547 $4.700 18.3x 9.9x - 8.4x NA NA 11.9x 15 Implied Enterprise Value $4.865 $6,081 NA 10.8x 11.0x NA NA NA NA NA NA 9.7x NA 12.4x 11.0x $6.525 $5.374 $6.000 PE LTM NA NA NM 26.7x 17.9x NA 19.9x 23.6ix NA NA 30.9x 20.4x NA NA NA NM NA 195, 47.2x NA 25. Ox 23.6x 23 20#22CONFIDENTIAL Iverson Discounted Cash Flow Analysis Discounted Cash Flow Matrix CREDIT FIRST SUISSE BOSTON Discount Rate 11.0% 12.0% 13.0% (2.0%) (1.0%) 0.0% 1.0% 2.0% Terminal EBITDA Multiple(2009) 8.0x 10.0 9.0x $1,618 $1,618 $1,618 4,291 4,020 5,364 $5.910 $6,446 $6,902 10.9x 11.9x 3.6% 50% $1,576 $0,704 12.3x 5.9% $1,576 4,109 $5,679 10.4x 4.5% $1,576 4.816 $6,191 TEAK 5.3% $1.534 $1,534 $1,534 3.925 4,415 4,908 $5,459 $5,950 $6,440 100x 10.9 11.8x 6.2% 6.9% (2.0%) $5,410 Present Value of Free Cash Flow (2005-2006) Present Value of Terminal Value 5,610 5,810 6,010 6,210 Enterprise Value implied Enterprise Value/2004 PF EBITDA Mutiple Implied Terminal Valve Perpetuly Growth Rute Present Value of Free Cash Flow (2005-2009) Present Value of Terminal Value Enterprise Value implied Enterprise Value/2004 PF EBITDA Mutiple Implied Terminal Valve Perpetuly Growth Rale Growth and Margin Sensitivity Present Value of Free Cash Flow (2005-2009) Present Value of Terminal Value Enterprise Value implied Enterprise Value/2004 PF EBITDA Mutiple Implied Terminal Valve Perpetuty Growth Rate Revenue Growth Improvement (1.0%) $5,584 5,791 5,998 6,205 6.413 0.0% $5,762 5,977 6,191 6,406 6,621 1.0% $5,945 6,168 6,390 6,612 6,834 Note: % increase in EBITDA margin applies to 2009: each year assumes a fifth of the % change in margin until 2009. Note: Assumes midpoints of the discounted cash flow matrix for discount rate ( 12.0%) and terminal EBITDA multiple (90x) 2.0% $6,134 6,364 6,594 6,824 7,054 21#23CONFIDENTIAL WACC Analysis - Iverson Assumptions Tax Rate Risk Free Rate (20 year)" Equity Risk Premium Debt Sensitivity Industry Statistics SDS ADP FISV DST SEXC BSG CME FDS AX Cost of Captal 0.0% 0.0% 5.0% 53% Average 10.0% 11.1% 15.0% 17.6% 20.0% 25.0% 25.0% 33.3% 30.0% 42.9% 35.0% 53.8% 40.0% 68.7% 45.0% 81.8% 50.0% 100.0% 1.11 1.11 1.11 1.11 1.11 1.11 1.11 1.11 1.11 1.11 40.00% 4.72% 7.20% 0.50% Debt! Debl Average Lev. Capital Equity Unler. Beta Factor Beta CREDIT FIRST SUISSE BOSTON 1.04 0.89 0.92 0.96 1.28 1.15 1.62 1.13 1.47 1.00 1.03 1.07 1.11 1.15 1.20 1.26 1.32 1.40 1.49 1.60 Debt/ Mit Eq 7.5% 0.3% 8.3% 44.3% 0.4% 22.3% 0.0% 0.0% 0.2% 9.2% Levered Beta" scouter Levering Unlevered Cost of Eactor M Beta Equity 1.05 1.00 1.05 1.27 1.00 1.13 1.00 1.00 1.00 Cost of Pre-tax Cost of Debt After-tax Cost of Debt Equity 1.11 12.7% 1.15 13.0 % 1.19 13.3 % 1.23 13.6% 1.28 13.9% 1.34 14.3 % 1.40 14.6% 1.47 15.3% 1.56 15.9% 1.66 16.7% 1.78 17.5% 0.99 0.89 0.88 0.76 1.27 1.01 1.82 1.13 1.46 1.11 Debt pued yeld on the 20yar US Tsary bond 150 (2) The awageur pead bobonteretana stocks and kebobons) amal Equty Bets Bock predictions 1) covang Fator 11 (k ta (DecaLivering Factor) Le B (Bers Levereg Factor 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% 11.9% 11.1% 11.0% 10.2% 13.9% 12.0% 16.4% 12.8 % 15.3% 12.7% Size Premium 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 5.0% 55% 6.0% 6.5% 3.0% 3.3% 3.6% 3.9% 7.0% 7.0 % 75 % 4.2% 4.5 % 8.0% 4.8 % 8.5% 5.1% (1) Cest of Eauty Rt B-Rr+ScPm WACC RS Ruon Dete Re Returs on Earty [R] [DD-]-[RLE/00+011 0 Source 2004 heerson 50B Yeatook 9.0% 9.5% 10.0% 5,4 % 5.7% 6.0% WEIGHTED AVERAGE COST OF CAPITAL" 12.7% 12.7% 12.7% 12.7% 12.7% 12.7% 12.7% 12.7% 12.7% 12.5% 12.5% 12.5% 12.5% 12.5% 12.6% 12.6% 12.6% 12.6% 12.2 % 12.3% 12.3% 12.3% 12.4% 12.4% 12.4% 12.5% 12.0% 12.0% 12.1% 12.1% 12.2% 12.2% 12.3% 12.3% 11.7% 11.8 % 11,9% 11.9% 12.0% 12.0% 12.1% 12.2 % 11.5% 11.6% 11.7% 11.7% 11.8% 11.9% 12.0% 12.0% 11.3% 11.3 % 11,4% 11.5% 11.6% 11.7% 11.3% 11.9 % 11.0% 11.1% 11.2% 11.3% 11.4% 11.5% 11.6% 11.6% 11.7% 11.9 % 12.0% 12.1% 10.8 % 10.0% 11.0% 11.1% 11.2% 11.4% 11.5% 11.5% 11.7% 11.8% 12.0% 10.5% 10.7% 10.8 % 10.9% 11.1% 11.2% 11.3% 11.5% 11.6% 11.7% 11.9% 10.3% 10.4 % 10.6 % 10.7% 10.9% 11.0% 11.2% 11.3% 11.5% 11.6% 11.8% 12.7% 12.7% 12.6 % 12.6% 12.5% 12.5% 12.5% 12.4% 12.4% 12.4% 12.2% 12.3% 12.3% 12.1% 12.2% 12.3% 12.0% 12.1% 12.2% 22#24CONFIDENTIAL Allen Financial Analysis (5 in millions) CY2004 PF Revenues CY2005E Revenues CY2004 PF EBITDA CY2005E EBITDA CY2004 PF Unlevered Ni CY2005E Unlevered NI $6,000 CREDIT FIRST SUISSE BOSTON $5,500 $5,000 $4.500 $4,000 $3,500 $3,000 $2.500 $2.000 Statistic $1,258 1.324 545 551 Allen Enterprise Value Reference Range Comparable Transaction Analysis $5,800 216 222 Comparable Company Analysis $4,300 2.6x 2.5x 6.1x 6.0x $3,300 3.2x 15.3x 14.9x 7.9x 7.8x $4,600 3.7x 3.5x 19.9x 19.4x 21.3x 20.7x (1) All Allen financial information provided by Solar Management. 2004 operating statistics pro forma for Infow acquisition 8.4x 8.3x . - 4.6x 4.4x 10.7x 105, 26.9x 26.1x Discounted Cash Flow Analysis $4,400 $3,400 2.7x 26x .. 6.2x . 6.2x - 15.8x . 15.3x - 3.5x 3.3x 8.1x 8.0x 20.4x 19.8x 23#25CONFIDENTIAL Allen Financial Projections (5 in millions) Revenue % growth Cost and Expenses: Operating Depreciation and amortization Amort, of acquisition intangibles Corporate Total costs and expenses Operating Income % margin EBITDA % margin Working Capital Changes Capital Spending % revenue SOUTOR ca's per Solar Manageme CREDIT FIRST SUISSE BOSTON 2004PF $1,258.1 $359.6 28.6% $544.6 43.3% 2005E $1,324 3 5.3% 757.6 151.4 29.6 15.5 954.1 $370.2 28.0% $551.2 41.6% $2.5 $197.4 14.9% 2006E $1,386.7 4.7% 792.6 161.5 29.6 18.6 1,002.2 $384.4 27.7% $575.4 41.5% ($3.0) $208.0 15.0% 2007E $1.454.1 4.9% 837.6 167.8 29.5 19.5 1,054.4 $399.6 27.5% $597.0 41.1% ($4.8) $174.5 12.0% 2008E $1,515.7 4.2% 879.1 181.9 25.1 20.3 1,106 4 $409.3 27.0% $616.3 40.7% ($0.3) $181.9 12.0% 2009E $1,577.8 4.196 915.1 189.3 21.3 21.1 1,146.9 $430.9 27.3% $641.5 40.7% ($8.1) $189.3 12.0% 24#26CONFIDENTIAL Allen Comparable Company Analysis in mültons, except per share acont COMPANY YE Solar Street (Dec.) Allen Street (Dec.) Business Contruty Services IBM (Dec.) HP (0d.) Accenture (Aug) EDS (DK) CSC (Mar) ACS (Jun) Medan Mean S&P 509 Includry Indices Industrials Utaties Medan Mean Source: Wall Streat equity research CREDIT FIRST SUISSE BOSTON Stock Price 3/13/95 $24.95 NA $03.20 20.10 23.66 20.57 44.96 50.25 NA NA (3 in millions) CY05E Revenue CYOSE Revenue CYOSE EBITDA CYOSE EBITDA FD Capitalization Equity Enterp Market Market Value Value CYOSE Unlevered NI CYOSE Unlevered NI 57,362 NA $143,419 $162.121 50,772 52.383 22,756 21.041 10.647 8.723 6.597 $7,669 NA NA NA 11.298 10.353 6,821 NA NA Statistic $1.324 1.387 551 575 222 231 Source: Statistics per Company management. PE Multiple CYDS 16.1x NA 15.x 12.7 16.6x 41.1x 15.1 14.x 15.3x 19.2x 18.9 15.4 17.2x 17.2x 2.0x 2.0x 6.5x 6.0x CYOS 14.4x NA NA 13.7x 33.2x 13.04 13.7x 13.7x 17.7x 16.5 14.2 15.4x 10.Ax Range Revenues CYOS NA 0.6K 1.3x 0.6x 0.7x 1.5x 1.0x 1.0x NA NA NA NA 3.0x 3.0x 8.5x 8.0x FO Enterprise Value 18.0x - 17.0x CY 1.9x NA 1.5x NA 1.2x 0.6 0.5x 1.3 1.2x 1.0x NA NA NA NA 14.0x 13.0x Enterprise Value Reference Range EBITDA GY65 CYBE 7.0x NA 9.2x 6.7x 8.9 4.0x 5.0 7.0x 6.0x 6.9 NA NA NA NA 6.6x NA 0.0x NA 8.3x 4.2x NA 7.3x 6.9x NA NA NA NA $3.583 $3,453 Operating Statistics Revenue CYDS Growth EBIT 95-96 Margin $3,109 $2,999 $3.300 - 5.4% 5.0% - 50% NA 10.5% (2.9%) 74% Implied Enterprise Value $2,649 $2,773 14.0% 74% 6.8% 7.2% 1.3% 4.0% $3.973 $4.160 $4.685 $4.604 $3.998 $3.921 $4.300 20.3% 30.1% 13.3% 64% 13.0% 3.1% 64% 15.0% 9.7% 9.6% 15.6% 19.7% 17.7% 17.7% LT CY2005 PE/ LTOR Gr. Rate (LTORI 13.5% NA 10.5% 10.9% 13.4% 11.2% 16.0% 12.3% 12.6% NA NA NA NA 1.2x NM 1.2x 1.2x 3.0x 0.9 1.3x 1.5K NA 3333 NA NA NA - 25#27CONFIDENTIAL Allen Comparable Acquisitions Analysis (3 in milions) Date Anne. Target / Acquiror 08/06/2004 Synstar PLC /Hewlett Packard 07/13/2004 National Processing / Bank of America 03/14/2004 UGS PLM Solutions/Consortium 03/10/2004 American Mgmt Systems/CGI Group 02/23/2004 Triston GmbH/Hewlett-Packard 04/02/2003 Concord EFS/First Data 11/14/2002 EDS Consumer Network Services / Fiserv 04/26/2002 Guardian IT /SunGard 10/12/2001 Comdisco Avalability Solms /SunGard 07/19/2001 Lockheed Martin IMS Corp /Affiliated Computer Services Median Mean Source: SDC, company press releases and Wall Street equity research. CREDIT FIRST SUISSE BOSTON (3 in millions) CY04 PF Revenue CY04 PF EBITDA CY04 PF Unlevered Ni Statistic (1) $1.258 (1) 2006 as promowan. 545 216 3.0x 8,0x FD Equity Value $293.4 1.425.0 $266.6 1.138.5 2,050.0 2,050.0 902.4 840.1 427.0 427.0 7,448.1 6,194.0 320.0 320.0 265.0 85.0 850.0 825.0 Range 3.5x FD Enterp. Value 11.0x 850.6 825.0 22.0x - 26.0x Enterprise Value Reference Range Enterprise Value / Revenue LTM 0.7x 2.2x 2.4x 0.9x 0.9x 3.1x NA 1.6x 1.8x 1.3x 1.6x 1.7x $4.356 Implied Enterprise Value $3.774 $4.404 $4.747 $4.600 EBITDA LTM 8.0x 9.9x 9.2x 11.0x NA 11.0x NA 5.9x 6.1x 7.6x 8.6x 8.6x - - $5.990 55.610 $5.800 P/E LTM NM 25.7x 19.7x 35.3x NA 20.4x NM 15.1x NM NA 20,4x 23.2x 26#28CONFIDENTIAL Allen Discounted Cash Flow Analysis Discounted Cash Flow Matrix Terminal EBITDA Multiple(2009) 80% 9 the CREDIT FIRST SUISSE BOSTON GENRE Discount Rate 10.5% 11.5% 12.5% EBITDA Margin Improvement (2.0%) (1.0%) 0.0% 1.0% 2.0% 70x $916 2,726 $3.642 6.7x 30% $892 2,606 $3.498 6.4x 40% $869 2,492 $3,361 5.7% $916 3,115 $4,031 7.4x 4.6% $892 2978 $3,870 LAR 56% $916 3,606 $4,421 8.1x 5.3% (2.0%) $892 3,350 $869 $869 2,848 3,204 53,717 $4,073 6.8x 7.5x 6.5% 7.2% $3,456 3,541 3,626 3,711 3,796 $4,242 7.8x 62% Present Value of Free Cash Flow (2005-2006) Present Value of Terminal Value Enterprise Value Implied Enterprise Value/2004 PF EBITDA Multiple Implied Terminal Value Perpetuty Growth Rate Present Value of Free Cash Flow (2005-2006) Present Value of Terminal Value Enterprise Value Implied Enterprise Value/2004 PF EBITDA Multiple Implied Terminal Value Perpetuty Growth Rate Present Value of Free Cash Flow (2005-2006) Present Value of Terminal Value Growth and Margin Sensitivity Enterprise Value Implied Enterprise Value/2004 PF EBITDA Mutiple Implied Terminal Value Perpetuty Growth Rate Revenue Growth Improvement (1.0%) $3,570 3,658 3,746 3,834 3,922 0.0% $3,687 3,779 3,870 3,961 4,053 1.0% $3,808 3,902 3,997 4,092 4,186 Note: % increase in EBITDA margin applies to 2009; each year assumes a fifth of the % change in margin until 2009. Note: Assumes midpoints of the discounted cash flow matrix for discount rate (11.5%) and terminal EBITDA multiple (8.0x) 2.0% $3,932 4,030 4,128 4,226 4,324 27#29CONFIDENTIAL WACC Analysis - Allen Assumptions Tax Rate Risk Free Rate (20 year)" Equity Risk Premium Debt Sensitivity Industry Statistica SDS IBM HPQ ACN EDS CSC ACS Cost of Captal Average 0.0% 0.0% 5.0% 5.3% 10.0% 11.1% 15.0% 17.6 % 1.02 20.0% 25.0% 1.02 25.0% 33.3% 1.02 30.0% 42.9% 1.02 35.0% 53.8% 1.02 40.0% 65.7% 1.02 45.0% 81.8% 1.02 1.02 50.0% 100.0% 40.00% 4.72% 7.20% 0.50% 1.02 1.02 1.02 Beta Debt/ Debt/ Average Lev. Capital Equity Unler. Beta Eactor CREDIT FIRST SUISSE BOSTON 1.04 0.98 1.27 1.06 1.14 1.19 1.10 1.00 1.03 1.07 1.11 1.15 1.20 1.26 1.32 1.40 1.49 Debt / Mat EQ. 7.5% 16.4% 12.3% 5.1% 39.9% 27.3% 3.9% 16.0% Levered Beta" Levering Unlevered Cost of Eactor" Bela Equity 1.05 1.10 1.07 1.03 1.24 1.16 1.02 Pre-tax Cost of Debt After-tax Cost of Debt BaaS Eaty Bite Bock predictions i Long Factor 1 (1o) (derrami v (Boca Lavaring Factor) its Love Box (Bars Lovering Fact Cost of Equity" 1.02 12.0% 1.05 12.3% 1.08 12.5% 1.12 12.8% 1.17 13.1% 1.22 13.5% 1.20 13.9% 1.35 14.4% 1.42 15.0% 1.52 15.6 % 16.4% 0.99 0.90 1.18 1.02 0.92 1,02 1.08 1.02 Debt! Capital 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% yed on the 20 US Trearybend 00L (2) The average store spread between the tam ce stocks and costs (botons) 35.0% 40.0% 45.0% 50.0% 11.9% 11.2% 13.2% 12.1% 11.3% 12.1% 12.5% 12.0% Size 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 5.0% 5.5% 50% 65% 7.0% 75% 80% 8.5 % 30% 3.3% 3,6% 3.9% 4.2 % 45 % 4.8% 5.1% WEIGHTED AVERAGE COST OF CAPITAL" 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 12.0% 11.8% 11.8 % 11.8% 11.9% 11.9% 11,9% 11.9% 11.9% 11.9% 11.9% 12.0% 11.6% 11.6% 11.6% 11.7% 11.7% 11.7% 11.3% 11.8% 11.8% 11.8% 11.9% 11.3% 11.4 % 11.4% 11.5% 11.5% 11.6 % 11.6% 11.7% 11.7% 11.7% 11.8% 11.1% 11.2% 11.2% 11.3% 11.4% 11.4% 11.5% 11.5% 11.6% 11.7% 11.7% 10.9% 11.0% 11.0% 11.1 % 11.2% 11.3% 11.3% 11.4% 11.5% 11.6% 11.6% 10.6 % 10.7% 10.8% 10.9% 11.0% 11.1% 11.2% 11.3% 11.4% 11.5% 11.5% 10.5% 10.6% 10.7% 10.8 % 10.9% 11.0% 11.1% 11.3% 11.4% 11.5% 10.3 % 10.4% 10.5% 10.7% 10.8 % 10.9 % 11.0% 11.1% 11.3% 11,4% 10.1% 10.2 % 10.4% 10.5% 10.6 % 10.8% 10.9% 11.0% 11.2 % 11.3% 10.2% 10.3 % 10.5% 10.6% 10.8% 10.9% 11.1% 11.2% 10.4 % 10.2 % 9.9% 9.7% 9.9% 10.0% (1) Ost of Eaty RB-R-Szer WACC Rec 90% 9.5 % 10.0% 5.4% 5.7% 6.0% Re Rus on Eart [Rd1-axt] [DD-E] [[EE] el Souns 2004 to 50B Yeatook 28#30CONFIDENTIAL 35.0x 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x Historical 1-year Forward P/E Multiple 3/31/86 S&P Mean 19.5k Solar Mean: 19.2x CREDIT FIRST SUISSE BOSTON 5/28/89 Note: 1-year forward P/E besed on IBES. (1) As of 3/18/05 mn 7/26/92 السلام 9/23/95 Solar S&P 500 September 11, 2001 11/21/98 Current 1 Year Average 2 Year Average 3 Year Average 5 Year Average 10 Year Average Period Average WA 1/18/02 Solar 16.1x 17.7x 18.4x 19.6x 21.6x 22.2x 19.2x 3/18/05 S&P 185 19.7x 21.6x 23.2x 2 23.0 19.5 29#31CONFIDENTIAL Fo 130 Fire 18 www. Comparable Company Multiple Analysis DHC) Peer Group Comparables DER 36 3.4 MA WA SP.AG ME MIL WE PRE 39 CREDIT FIRST SUISSE BOSTON 19.Estados 11:30 HAR PUPPY AUPM ILM AP AJMP FAW FRU 4.3CM 1699 BELT FIA WAM BLOND PMM 11JM 1.200 5799 AFES 204 MOB UR 3 16.1 10.4 127 IN SF IN frie th 484 48 STD ILN 142 16.30 Wa 111 14 1.1 414 In 11 10 IN IN LIV th 14 ENC IN the IN 16 44 46 W21 P 46 LM 24 ARE 82 189. ANN 40 445 11 Dr 129 BU Ha 163 uve LA 128 NA 1114 atsi 246 3124 746 4.15 4.29. TAN 4133 1.78 424 CM FWAY B 1234 AI 191% SIN are 196 1628 DI 2016 329 HKIN THE 65 in SUUN ASS MA W 42 5 319 L TUK IN En 116 MA 14 www EP 67 A 14 24244 4018 4.7 47 NA SUSE X6IN 6n th 439 19 LAN KIN GA LA KR SUFW Sector S&P 500 Consumer/Retall Finance Heathcare Industrial / Manufacturing Media Technology Non-Peer Group Comparables High Median Mean Low For Illustrative Purposes Only #ef 2005 P/E 04-05 Rev Companies Multiple Growth 500 15 8.5% 24 45 11 5 22 17.6x 12.4x 1.5 17.3x 20.2x 17.7x 20.2x 17.7x 17.3x 12.4x 5.6% 6.8% 6.7% 5.9% 6.6% 7.0% 7.0% 6.6% 6.4% 5.6% 2005 LTGR PE/LTGR 10.9% 10.8% 11.2% 11.7% 11.7% 11.2% 11.2% 10.8% Source: Factset Note: Non-peer group comparables represent companies with market capitalizations greater than $1 billion in the S&P 500 or NASDAO that have long term EPS grown rates between 10.0% and 12.0% 1,6x 1.8x 1,1x 1.7x 1.5x 1.7x 1.6x 1.6x 1.5x 1.1x 30#32CONFIDENTIAL Illustrative Theoretical Stock Price Performance - Based on Current Multiple of 16.1x $45.00 $40.00 $35.00 $30.00 $25.00 $20.00 Future Value (Using Current Multiple of 16.1x) $24.95 $28.00 $28.46 533 61 $35.49 $32.46 $27.96 $31.33 541 70 $33.63 $38.84 $36.14 Jan-1-05 Jan-1-06 Jan-1-07 Jan-1-08 Jan-1-09 2% Per Annum Base Case (11.7% CAGR) + 2% Per Annum Base Case Present Value (Discounted at the Cost of Equity of 12.4%) $45.00 $40.00 $35.00 $30.00 $25.00 $20.00 $24.95 $25.77 $25.32 $26.80 $25.69 $24.88 $24.80 EPS Growth EPS Growth Note: Future values calculated using the current 1-year forward P/E of 16.1x and a current stock price of $24.95 as of 3/18/05 Note: Present value discounted at 12.4% based on Solar cost of equity. $26.35 $24.99 $23.68 $28.13 $24.34 $22.64 Jan-1-05 Jan-1-06 Jan-1-07 Jan-1-08 Jan-1-09 -2% Per Annum Base Case (11.7% CAGR) + 2% Per Annum Base Case This page illustrates an arithmetic exercise, prepared at your request, expressing certain hypothetical stock trading prices assuming the Company's forecasts are realized and applying a 16.1 times earnings multiple. Accordingly, this exercise is not intended to, and does not, reflect CSFB's view as to any future trading values of the Company's common stock. Future stock trading prices are affected by many factors, many of which are beyond the control of the Company and are difficult to predict. CREDIT FIRST SUISSE BOSTON 31#33CONFIDENTIAL Illustrative Theoretical Stock Price Performance - Based on 3-year Average Multiple of 19.6x Future Value Present Value (Using 3-year Average Multiple of 19.6x) (Discounted at the Cost of Equity of 12.4%) $55.00 $50.00 $45.00 $40.00 $35.00 $30.00 $25.00 $20.00 $24.95 $35.26 $34.66 $40 93 $39.53 $34.05 $45.50 $43.21 $38.15 $50,78 $40.95 $47.30 $44.00 Jan-1-05 Jan-1-06 Jan-1-07 Jan-1-08 Jan-1-09 -2% Per Annum Base Case (11.7% CAGR) +2% Per Annum Base Case $55.00 $50,00 $45.00 $40.00 $35.00 $30.00 $25.00 $20.00 $24.95 $91.37 $30.83 $32 39 $31.29 $30.29 $30.20 EPS Growth EPS Growth Note: Future values calculated using a 3-year average 1-year forward P/E of 19.6x and a current stock price of $24.95 as of 3/18/05. Note: Present value discounted at 12.4% based on Solar cost of equity. $32.08 $30 43 391 81 $29.63 Base Case $28.84 $27.57 Jan-1-05 Jan-1-06 Jan-1-07 Jan-1-08 Jan-1-09 -2% Per Annum +2% Per Annum Base Case (11.7% CAGR) This page illustrates an arithmetic exercise, prepared at your request, expressing certain hypothetical stock trading prices assuming the Company's forecasts are realized and applying a 19.6 times earnings multiple. Accordingly, this exercise is not intended to, and does not, reflect CSFB's view as to any future trading values of the Company's common stock. Future stock trading prices are affected by many factors, many of which are beyond the control of the Company and are difficult to predict. CREDIT FIRST SUISSE BOSTON 32#34CONFIDENTIAL Solar Cost of Equity Analysis CREDIT FIRST SUISSE BOSTON Assumptions Tax Rate Risk Free Rate (20 year) Equity Risk Premium Industry Statistics SDS ADP FISV DST SEIC CME BSG FDS AX 18M HPQ ACN EDS CSC ACS Average 40.00% 4.72% 7.20% Beta 1.04 0.89 7.4% 0.3% 8.0% 43.0% 0.4% 0.0% 1.62 22.0% 1.13 0.0% 1.47 0.1% 0.98 1.27 1.06 1.14 1.19 1.10 0.92 0.96 Debt / Mkt Eg 1.28 1.15 16.0% 12.2% 5.0% 39.5% 27,0% 4,0% 12.3% Cost of Equity Cost of Equity (1-tax rate) [debt/equity ratio)] Levering Factor M Risk Free Rate+ Beta Equity Risk Premium =4.72 % +1.07 7.2% -12.4% 1.04 1.00 1.05 1.00 1.00 1.13 1,00 1.00 1.10 1.07 1.03 1.24 1.16 1.02 Unlevered Beta (1) Interpolated yield on the 20-year U.S. Treasury bond (3/15/05) (2) The average historic spread between the return on stocks and it bonds (obotson Ass.) (3) Bama U.S. Equity Beta Book predictions (4) Levering Factor 1 (5) Unlevered Beta (Beta/Levering Factor) (8) Cost of Equity Rt B(Rm Rf)+ Size Premium 0.99 0.89 0.88 0.76 1.27 1.15 1.43 1.13 1.46 0.90 1.18 1.03 0.92 1.03 1.08 1.07 Cost of Equity 11.9% 11.1% 11.0% 10.2% 13.9% 13.0% 15.0% 12.8% 15.3% 11.2% 13.2% 12.1% 11.4% 12.1% 12.5% 12.4% 33#35CONFIDENTIAL Illustrative LBO Analysis Solar Price of $36.00 per Share in mor, except per store Sources & Uses Sources Cash on Balance Sheet Bank Debt/Receivables Fin.00 Rolled Bonds High Yield Sponsor Equity Total Sources Uses: Refinance ST Debt Rolled Debt Purchase Solar Equity Transaction Expenses Total Uses Credit Analysis ($36.00 per share) EBITDA Bank Debt Total Debt Total Debt / EBITDA EBITDA/Interest Expense $310 4.500 500 3,000 3.513 $11.823 $45 509 10.952 316 $11.823 Total Debt/Capitalization Source: Financials per Solar Management. Note: Assumes management ros equity and is granted new options. Note: Assumes transaction closes Gros CREDIT FIRST SUISSE BOSTON Valuation Price per Share FD Shares (MM) Equity Value Plus: Net Debt as of 6/30/05 Aggregate Value 2004 PF EBITDA* LTM 3/31/05 PF EBITDA Agg Value/2004 PF EBITDA Agg Value/LTM 3/31/05 PF EBITDA LTM 3/31/05 $1.104 4.500 8,000 7:2x 2.0x 69.5% 2006E $1.145 4,422 7,922 6.9x 2.1x 68.6% (3) Assumes Term Loan Rate of LIBOR +250bps and Receivables Financing Rate of UIBOR +150bps. (4) Assumes rolled bonds maintain their cument coupons of 3.75% and 4.89% (5) Assumes coupons of 8% and 9% for senior notes and senior subordinated notes, respectively. (6) 2004 and LTM 3/31/05 EBITOA pro forma for OSSI, Inflow Vivista, Integrity and acquisitions and BRUT divestiture $36.00 304.2 10,952 94 $11,047 1,068 1.104 10.2x 10.0x 2006E $1.269 4,161 7,661 (1) Existing debt and cesh as of June 30, 2005 and pro forma for OSS, Info Vivista, Integrity and RR acquisitions and BRUT dvesture. (2) Assumes a minimum cash belance of $150MM 6.0x 2.3x 66.3% Return Analysis-2010 For Illustrative Purposes Only Exit Multiple 8.0x 9.0x 10.0x 11.0x 12.0x 2007E $1.382 3.381 7,296 5.3x 2.5x 63.3% 2008E $1.461 2.902 6.881 2.8x 59.8% 2009E $1.545 2,378 6.402 IRR (5.5-year) 4.1x 3.1x 55.7% 13.1% 17.2% 20.6% 23.7% 26.5% 2010E $1,633 1.784 5.878 3.6x 3.5x 51.2% 34#36CONFIDENTIAL Illustrative LBO Sensitivity Analysis CREDIT FIRST SUISSE BOSTON EXIT MULTIPLE SENSITIVITY $33.00 $33.50 $34.00 $34.50 $35.00 $35.50 $36.00 LEVERAGE SENSITIVITY $33.00 $33.50 8.0x 19.9% 18.6% 17.3% 16.2% 15.1% 14.1% 13.1% $34.00 $34.50 $35.00 $35.50 $36.00 Note: Assumes 10.0x exit Note: Assumes 7.2x leverage, based on LTM 3/31/05 PF EBITDA of $1,104. Exit Multiple Sensitivity 6.5x 23.8% 22 8% 21.8% 20.8% 19.9% 19.1% 18.3% 9.0x 24.2% 228% 21.5% 20.3% 19.2% 18.1% 17.2% 10.0x 27.9% 26.5% 25.2% 23.9% 22.7% 21.7% 20.6% Leverage Sensitivity 7.0x 26.4% 25.1% 23.9% 22.7% 21.7% 20.7% 19.8% 7.2x 27,9% 26.5% 25.2% 23.9% 22.7% 21.7% 20.6% For Illustrative Purposes Only 11.0x 31,2% 29.7% 28.4% 27.1% 25.9% 24.8% 23.7% 7.5x 29.8% 28.1% 26.6% 25.2% 23.9% 22.7% 21.6% 12.0x 34.2% 32.7% 31.2% 29.9% 28.7% 27.5% 26.5% 8.0x 34.7% 32.4% 30.4% 28.6% 27.0% 25.4% 24.0% 35#37CONFIDENTIAL These materials have been provided to you by Credit Suisse First Boston ("CSFB) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CSFB In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by CSFB. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. CSFB assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and CSFB assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction CSFB has adopted policies and guidelines designed to preserve the independence of its research analysts. CSFB's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation CSFB's policies prohibit research analysts from being compensated for their involvement in investment banking transactions except to the extent such participation is intended to benefit investor clients. CREDIT FIRST SUISSE BOSTON 36