#1PROJECT SOLAR CREDIT FIRST SUISSE BOSTON WIT 93719 16389 PRESENTATION TO THE BOARD OF DIRECTORS STRICTLY CONFIDENTIAL | MARCH 27, 2005 THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR 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 4, 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 propose a price of $36.00 per share and on February 9, 2005, agreed on principal terms of a transaction, subject to negotiation of definitive documents ▸ On the basis of this proposal, 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, subject to negotiation of definitive documents ▸ 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 ▸ On March 24, 2005, Saturn indicated that four of the other six sponsors plus two new sponsors were part of the final consortium, and confirmed an offer price of $36.00 per share 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 ▸ Merger Co 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 or 25 business day marketing period for Merger Co's high yield financing and the transaction is subject to the absence of a Market MAC and a Lender MAC (subject to Merger Co's reasonable best efforts to obtain comparable substitute financing) ▸ The board of directors of Solar may withdraw, modify, or change in a manner adverse to Merger Co, 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 in a manner adverse to Merger Co, its recommendation with respect to a spin-off of one or more of Solar's businesses unless such spin-off is part of a superior proposal ▸ Conditions include: ▪ Receipt of stockholder approval ☐ Expirationstermination of waiting periods under applicable antitrust laws ■ 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 Merger Co waives its right to invoke this condition) * Absence of a Lender MAC, so long as Merger Co is not in material breach of their obligations to arrange the debt financing ▸ Taxable to Solar's shareholders ► Q3 2005 (after Solar shareholder vote) Source: Based on Shearman and Sterling draft as of March 26, 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 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 debt 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 26, 2005.#6CONFIDENTIAL Preliminary Summary of Transaction Terms (Cont'd) TERM Termination SUMMARY DESCRIPTION ▸ By the mutual written consent of Solar and Merger Co ▸ By either Solar or Merger Co if: ■ The Merger is not consummated on or before September 15, 2005 or, if the financing marketing period has not ended before August 19, 2005, then such date will be extended to October 10, 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 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 CREDIT FIRST SUISSE BOSTON . • ▸ By Merger Co if Solar's board of directors (a) modifies, withdraws, or changes in a manner adverse to Merger Co, 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 affer 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 Merger Co an opportunity to match such proposal and (b) Merger Co fails to match such proposal within 5 business days (subject to a 2 business day extension upon certain amendments to the superior acquisition proposal) . Conditions to the obligations of Merger Co to close the Merger have been satisfied, and the Merger is not consummated on the last day of the financing marketing period Merger Co fails to waive its right not to close due to a Market MAC within a certain period after Solar requests that Merger Co do so Source: Based on Shearman and Sterling draft as of March 26, 2005 5#7CONFIDENTIAL Preliminary Summary of Transaction Terms (Cont'd) TERM Fees and Expenses Funds Guarantee SUMMARY DESCRIPTION ▸ Solar shall pay Merger Co's expenses, up to $25 million, if Merger Co terminates due to the breach of a Solar representation, warranty or covenant ▸ Solar shall pay Merger Co a termination fee of $300 million if CREDIT FIRST SUISSE BOSTON . . Merger Co 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 appears to have been bona fide and (b) no later than 12 months after such termination, Solar submits to its stockholders, enters into or completes a competing proposal . Merger Co 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 ▸ Merger Co shall pay Solar a termination fee of $300 million if Solar terminates due to the breach of a Merger Co representation, warranty or covenant Solar terminates due to the failure to consummate the Merger by September 15, 2005, unless the financing marketing period has not ended before August 19, 2005, then by October 10, 2005, and Merger Co's conditions to close have been satisfied; or All the conditions to the obligations of Merger Co to close have been satisfied, and the Merger is not consummated on the last day of the financing marketing period ▸ The Funds affiliated with Merger Co will, on a several basis, provide separate guarantees for the obligations and liabilities of Merger Co under the Merger Agreement, up to their pro rata share of $300 million Source: Based on Shearman and Sterling draft as of March 26, 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) Sin millions, except per share values) Implied Premiums Unaffected Price (3/18/05) 10-Day Average 30-Day Average 60-Day Average 90-Day Average 10-Day Prior 30-Day Prior 60-Day Prior 90-Day Prior LTM High (04/14/04) LTM Low (08/09/04) Historical Price $24.95 CREDIT FIRST SUISSE BOSTON $25.31 $25.85 $26.53 $26.60 $25.94 $26.85 $27.76 Pre Spin-Off Ann. (10/1/04) $24.42 $26.65 $28,64 $22.54 Premium/(Discount) to Solar Price Unaffected Price Proposal $24.95 $36.00 0.0% (1.4%) (3.5%) (5.9%) (6.2%) (3.8%) (7.1%) (10.1%) (6.4%) 2.2% (12.9%) 10.7% 44.3% 42.2% 39.3% 35.7% 36.3% 38.8% 34.1% 29.7% 35.1% 47.4% 25.7% 59.7% Implied Multiples Implied Equity Value Implied Enterprise Value FY2004 PF Revenue FY2005E Revenue FY2004 PF EBITDA FY2005E EBITDA FY2004A EPS FY2005E Street EPS (1) Solar closing stock price preceding rumors of a potential sale (3/13/05 closing stock price) (23) Per Solar Management 2004 statistics pro forma for CSSI. Infow. Vivista. Integrity and RR acquistions and BRUT divestiture. (3) Assumes pro forma net debt of $307 million per Solar management. (4) Per Wall Street Research Note: Dased on closing stock prices. Operating Statistics $3,691 3.937 $1,088 1,145 $1.40 $1.55 Implied Multiples Unaffected Price $24.95 $7.362 7.669 2.1x 1.9x 7.0x 6.7x 17.8x 16.1x Proposal $36.00 $10.952 11.200 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 CY2005E Revenues CY2004 PF EBITDA CY2005E EBITDA 314 29 $35.00 193 *0 $40.00 2674 21 $30.00 CY2004 PF Unlevered N CY2006 Unlevered N CREDIT FIRST SUISSE BOSTON $25.00 $20.00 $15.00 Statistic $3,001 3,937 1,066 1,145 Comparable Company Analysis $31.50 ($9,800) $24.73 ($7,800) 2.1x 1.9x 7.0x 6.6x . 18.0x . 16.3x . 2.7x 2.5x 9.0x 8.flix 23.2x 21.0x Comparable Acquisitions Analysis $37.62 ($11,800) $30.07 ($9,300) 2.5x 24x . 8.5x . 8.1x Stock Price as of 3/18/05: $24.95 ($7,669) 22.0x - 3.0x 108x 10.3 Discounted Cash Flow Analysis 27.9x $36.12 ($11,300) $28.84 (58,900) 24x 23x 8.2x 7.8x 21.1x 19.1x - 3.1x 2.9x 10 4x 9.9 25.7x Premiums Pald $33 25 ($10,345) $31.19 (99,008) 20x 2.5x 8:4x 22.9 20.7x . Proposed Price $36.00 ($11,260) 20x 26x 9.0x 24.5 22.2 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 $28.64 (58,833) $22.54 (56,924) 1.9k 1.8 6.4x 6.0m 16.Ax - . - 24x 22x 8.1x 7.7x 20.9M Wall Street Analyst Price Target $37.00 ($11.592) $25.00 ($7.685) 2.1x 2.0k 7.1x 6.7x 18.2x 195 3.1x 2.9 10.7 10.tx 27 Ax 24.8x 10#12CONFIDENTIAL Summary Overview Solar CREDIT FIRST SUISSE BOSTON Saturn Proposal Sum of the Parts Financial Analysis $36.00 per share Comparable Company Analysis Comparable Acquisitions Analysis Discounted Cash Flow Analysis Enterprise Value ($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 Unaffected Price (3/18/05) 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 (08/09/04) Historical Price $24.95 $25.31 $25.85 CREDIT FIRST SUISSE BOSTON $26.53 $26.00 $25.94 $26.85 $27.76 $26.65 $24.42 $28.64 $22.54 Premium /(Discount) to Solar Price Unaffected Price $24.95 (3) Based on the following criteria Announced Global M&A deals from 1/1/19935 13/10/2005 100% Cash Consideration 4) Based on unaffected 3/15/05 stock price of $24.95 Note: Based on closing stock prices. 0.0% (3.5%) (5.9%) (6.2%) (3.8 %) (7.1%) (10.1%) (6.4%) 2.2% (12.9%) (1) Solar closing stock price preceding numors of a potential sale (3/1805 closing stock price) (2) Source SOC 10.7% 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% 25.7% 59.7% Precedent Premiums Paid Tech Deals Greater than $1BN All Deals Greater than $1BN Implied Solar Price per Share Tech Deals Greater than S1BN All Denis Greater than $18N 1 Day Prior 26.1% 25.0% $31.47 $31.19 Median Premium to Share Price 30 Days Prior 52 Week High 33.3% 31.5% $33.25 $32.80 (0.2%) 1.0% of Deals 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 LBC 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 LBO begins unlocking value and upside remains. 13#15CONFIDENTIAL Illustrative Timetable Announcement to Closing March 2005 April 2005 Sun Mon Tue Wed Thu F4 Sat Sun Mee Tue Wed Thu F Sat 12345 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 Mar. 28 Announcement 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 Fle Preliminary Proxy Statement with SEC Announcement File HSR Pre-merger Notification 30 Days (assuming no HSR second request) Early Apri 10 Business Days CREDIT FIRST SUISSE BOSTON May 2005 June 2005 July 2005 August 2005 Sun Me Tue Wed Thu FrS Sun Men Tue We Thu Fri S Sun Me Tue Wed Thu Fr Sat Sa Men Tue Wed Thu Fri Sat 1 2 3 4 5 6 7 1 2 3 4 5 6 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 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 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 Proxy/Prospectus to Shareholders Mid June September 2005 Sum en Toe Wed Thu Fri Sar 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 Mid July 15 Business Days Shareholder Vate (assuming no HSR second request) Closing ↓ Early August 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 Francola per Golar Manopewert (PferERUT diturs and acquations of 055 infox Vivitta integty and RI 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 (Sin 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 Acquisitions 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 $5,500 29.0x 245 All version financial information provided by Soler management 2004 operating statistics pro forma for BRUT divestiture and OSS Vivista, Integrity and RRI acquisitions 2.3x 21x 10.1x 9.3x .. 26.6x 225, 2.8x 2.6x 12.7x 11.6x 33.4x 28.2x 17#19CONFIDENTIAL Iverson Financial Projections ($ 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 2004PF CREDIT FIRST SUISSE BOSTON $2.432.5 $344.5 14.2% $543 8 22.4% Sve Fernanda per Gorar Manag (1) Protosa DRUTarand acushons ofO551 viste 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 (5 millons, except per share acont COMPANY (FY Solar Street (Dec.) Iverson Street (Dec.) Financial Servi ADP (Jun) Fiserv (Dec.) DST Systems (Dec.) SE investments Co. (Dec) Bisys (Jun) Median Mean Securites Trading CME (Dec.) Factset (Aug) Archipelage (Dee) Median Stock Price 3:24/95 CREDIT FIRST SUISSE BOSTON $24.95 NA $45.16 37.85 46.17 35.90 16.17 $193.25 32.40 Source: Wall Street equity research. Note: Salar unaffected stock price as of 3/18/05 (3 in millions) CYOSE Revenue CYOGE Revenue CYOSE EBITDA CYOFE EBITDA FD Capitalization Equity Market Value $7,362 NA 526.783 7.450 4.005 $6.702 1.647 960 CYOSE Unlevered Ni CYOGE Unlevered Ni Enterp Market Value $7,669 NA $25.270 7,539 4.247 $6.034 1.579 704 Statistic $2.612 2.838 593 693 244 295 Source Statistics per Company management PIE Mutiple CYDS 16.1x NA 27.9 17.4x 19.7x 19.7x 206 22.7x 15.6 16.4 16.4 18.2 2.0x 2.0x 7.5x 7.0x CYOS 14.4x NA 23.9 15.3 18.7x 16.9 16.9 19.0 19.3x NA 15.0 17.2x 17.2 Range Revenues CYBS 2.0x NA 2.8x 2.11 4.9 1.9 2.5 2.8x 14x 4.9 2.5x 2.5x FD Enterprise Value 9.5x 9.0x CYOS 1.9x NA 24x 4.5k 1.7x 2.4x 2.60 NA 1.4K 3.7x 17.0x 22.0x 15.0x 20.0x Enterprise Value Reference Range ESTDA CYOS CYB 7,0x NA 8.4x 8.2x 9.2 10.5 11,0x 12.1x 7.5x 11.0 10.2x 6.6x NA 11.4x 7.8x 7.7x 13.6x 8.5x 8.5x 9.8x 11.fx 7.0M 9.4x 9.2x $4.450 $4.848 Operating Statistics Revenge Growth 95.5 $4.155 $4,464 $4.300 5.4% 5.6% 3.4% 10.1% 5.3% 7.37% 7.7% 14.3% NA (0.6%) 6.8% Implied Enterprise Value $5.225 $5.677 $8.531 $7,096 $5,637 $6.233 $5,377 $5.952 $5.500 CYSS EDIT Margin 20.3% 17.2% 19.9% 19.2% 20.3% 30.4% 14.9% 15.9% 54.7% 35.0% 14.3% 35.0% 34.9% LT CY2005 PR/ LTGR Gr. Rate (LTGR) 13.6% NA 11.2% 15.9% 13.1% 15.6% 14.0% 14.0% 14.0% 15.0% 16.0% 10.5% 15.0% 13.8% 1.2x NM 2.0x 1.3 14X 1.3x 1.5x 1.0x 1.6x 1.5x 1.3x 19#21CONFIDENTIAL Iverson Comparable Acquisitions Analysis Enterprise Value Revenue CREDIT FIRST SUISSE BOSTON (Sin miliona) Date Annc. Target / Acquiror 12/16/2004 BHC Investments/Fidelity investments National Financial) 10/20/2004 EquiServe/ Computershare Limited 09/09/2004 intercept/Fidelity National 07/13/2004 National Processing /Bank of America 05/08/2004 Refen/Thomas H. Lee Partners 05/25/2004 Brut LLC/Nasdaq Stock Market 05/17/2004 NYCE/Metavante 04/08/2004 Barra/Morgan Stanley 04/05/2004 Tradeweb LLC/ Thomson Financial 02/09/2004 Aurum Technology/Fidelity National 12/10/2003 SCT/Sungard 04/02/2003 Concord EFS/First Data 03/14/2003 InterPay (FleetBoston)/Paychex 01/29/2003 Alhal Financial Services / Fidelity National 01/08/2003 Pershing / Bark of New York 11/14/2002 EDS Consumer Network Services / Fiserv 09/06/2002 BrokerTec Trading Operations/ICAP 05/10/2002 HandECN/Instit 04/29/2002 HNC Sotware/Fair, Isaac and Company 06/14/2001 NYCE/First Data Corp 05/07/2001 NOVA Corp (GA)/US Bancorp Median Mean CY04 PF Revenue CY04 PF EBITDA CY04 PF Unlevered NI Statistic $2.432 544 207 2.0x Source: SDC, company press releases and Wall Street equity research. Note: Tradeweb transaction includes 50% of $150MM earnout Note: Concord EFS transaction based on unaffected stock price preceding rumors of a potential transaction. (3 in millions) 9.0x FO Equity Value $385.0 307.0 423.3 1.425.0 2.074.6 190.0 610.0 820.2 460.0 305.0 695.4 7,448.1 155.0 1.060.0 2.000.0 320.0 240.0 500.0 9086.9 661.7 2.252.1 Range 25x FD Enterp. Value 12.0x $365.0 307.0 435.5 1.138.5 2.250.0 190.0 6100 620.8 4350 305.0 5025 6,194.0 155.0 1.060.0 2.490.0 3200 240.0 508.0 839.0 661.7 24744 22.0x Enterprise Value Reference Range LTM 3.4x 1.0 23x 2.4x NA 43x 4.1x 4.4x 1.6 1.9 3.1x NA 1.3k 3.1x NA 24x 3.fx 3.7x NA 1.6 2.4x 2.7x $4,894 EBITDA $4,547 $4,700 LTM NA 9.8x - 18.3x 9.9% 84x NA NA 11.9x NA Implied Enterprise Value $4,865 $6,081 10.9 11.0x NA NA NA NA NA NA 9.7x NA 12.4x 11.0x 11.7x $6.525 $5.374 $6.000 PE LTM NA NA NM 25.7x 17.9x NA 19.9x 23.0x NA NA 30.9x 20.4x NA NA NA NM NA 195 NA 25.0x 23.6x 25 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 (2006-2006) 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 Perpetuty Growth Rale Growth and Margin Sensitivity Present Value of Free Cash Flow (2005-2009) Present Value of Terminal Value Enterprise Value implied Enterprise Valbue/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 Assumptions Tax Rate Risk Free Rate (20 year) Equity Risk Premium Debt Sensitivity Industry Statistics SDS ADP FISV OST SEIC BSG CME WACC Analysis - Iverson FDS AX Cost of Capital 0.0% 0.0% 5.0% Average 5.3% 10.0% 11.1% 15.0% 17.0% 20.0% 25.0% 25.0% 33.3% 30.0% 42.9% 35.0% 53.8% 40.0% 66.7% 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 1.11 40.00% 4.75% Debt/ Debiti Average Lev. Capital Equity Unlev. Beta Factor 7.20% 0.50% CREDIT FIRST SUISSE BOSTON Bota P 1.04 0.89 0.92 0.90 1.28 1.15 1.62 1.13 1.47 Debt / Mit Eg. 7.5% 0.3% 8.1% 42.9% 21.8% 0.0% 0.0% 0.2% 9.0% Levered Beta Levering Unlevered Cost of Fastor Bota Equity 1.05 1.00 1.05 1.20 1.00 1.13 1.00 1.00 1.00 Cost of Equity 1.11 12.7% 1.15 13.0% 1.19 13.3% Pro-tax Cost of Debt After-tax Cost of Debt 1,00 1.03 1.07 1.11 1.23 13.8% 1.15 1.28 13.9% 1.20 1.34 14.3% 1.28 1.40 14.8% 1.32 1.47 15.3% 1.40 1.56 15.9% 1.49 1.66 16.7% 1.78 17.6% 0.00 0.80 0.88 0.70 1.27 1.02 1.02 1.13 1.11 (13 vowpoated yel on the 20-yo US Treasurybend (32405) 122 The average store spread between the num on stocks and bonds (son) 3) BanaUS Equy Bata Book pretions 14) Levng Fact 1 [(1 trate) [erauty 1 15) Unevered Beta Bite/Levering Foctor) MLeveres Bela Bets Leveting Factor Debt Capital 0.0% 5.0% 100% 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% 5.5% 6.0% 0.5% 7.0% 7.5 % 8.0% 8.5% 3.0% 3.3 % 3.6% 3.9% 4.2% 4.5% 4.8 % 5.1% WDGHTED AVERAGE COST OF CAPITAL 9.0% 9.0% 9.5% 10.0% 54% 5.7% 6.0% 12.7% 12.7% 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% 12.6% 12.6% 12.6% 12.6% 12.6% 12.6% 12.6% 12.2% 12.3% 12.3% 12.3% 12.4% 12.4% 12.4% 12.5% 12.5% 12.5% 12.5 % 12.0% 12.0% 12.1% 12.1% 12.2% 12.2% 12.3% 12.3% 12.4% 12.4% 12.5% 11.8% 11.8% 11.9% 11.9% 12.0% 12.1% 12.1% 12.2% 12.2% 12.3% 12.4% 11.5% 11.6% 11.7% 11.7% 11.8% 11.9% 12.0% 12.0% 12.1% 12.2 % 12.3% 11.3% 11.4% 11.4% 11.5% 11.6% 11.7% 11.3% 11.9% 12.0% 12.1% 12.2% 11.0% 11.1% 11.2% 11.3% 11.4% 11.5% 11.8% 11.8% 11.9% 12.0% 12.1% 10.8% 10.9% 11.0% 11.1% 11.2% 11.4% 11.5% 11.6% 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% 01 Custofauty Rt B1-Bge Pe (WACC Re Reken on Dec Row Run on Eaury [[ te (DD EH16o (5/0+E1 Sous 2004 eooton 585 veartook 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 Acquisitions 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 %6 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 cas 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 (5 in millions, except per share amets) COMPANY YE Solar Street (Dec.) Allan Street (Dec.) Buitex Continuity Services IEM (Dec HP (Oct.) Accenture (Aug.) EDS (Dec.) CSC (Mar) ACS (An) Median Mean S&P 509 Industry Indexes Industrials Uites Medan Mean Stock Price 3/24/05 CREDIT FIRST SUISSE BOSTON $24.95 NA $90.70 19.81 24.40 20.15 45.33 61.05 NA NA Source: Wall Street equity research Note: Solar unaffected stock price as of 3/18/05 (3 in millions) CY05E Revenue CYOSE Revenue CYOSE EBITDA CYOSE EBITDA FD Capitalization Equity Enterp Market Value Value $7,362 NA $150.882 67,894 23.490 10.422 8.799 6.821 CYOSE Unlevered NI CYOSE Unlevered NI NA NA $7,659 NA $164.504 51.506 21,783 11.073 10,429 7.046 NA NA Statistic $1.324 1.387 551 575 222 231 Source: Statistics per Company management. PE Multiple GYES 16.1x NA 16.1x 126 16.tx 40.3x 15.2x 15 3x 15.7x 19 2x 18.6x 15.tx 16.0x 16.8x CYS 14.4x NA anh n NA 14.1x 13.7x 14.1x 14.tx 17.flx 16.3x 13.9x 15.tx 2.0x 2.0x 6.5x 6.0x CYES Revenues 2.0x NA 0.6x 1.4x 0.6x 0.7x Range 1.0x 1.1x FO Enterprise Value NA NA NA NA 3.0x 3.0x 8.5x 8.0x 18.0x - 17.0x CYDS 1.9x NA 1.0x NA 1.2x 0.6x 0.7x 1.3x 1.2x 1.1x NA NA NA NA 14.0x 13.0x Enterprise Value Reference Range EBITDA CYDS CYBE 7,0x NA 6.0x 1.2 5.0M 6.9 7.0M NA NA NA NA 6.6x NA 8.9 NA 8.5 4.tx NA 7.5 7.0 NA NA NA NA $3.583 $3,453 Operating Statistics Revenue Growth 95-96 $3,109 $2,999 $3.300 5.4% 5.0% NA 10.5% 74% 14.0% 74% 6.0% 7,3% 2.1% 4.7% 4.7% - CY95 EDIT Margin - 20.3% 13.3% 6.4% 13.0% Implied Enterprise Value $2,649 $2,773 3.1% 6.4% 10.6% 9.7% 15.6% 19.5% 17,6% 17.6% $3.973 $4.160 $4.685 $4.604 $3.998 $3.921 $4.300 LT CY2005 Gr. Rate (LTGR) 13.6% 10.5% 10.9% 13.4% 13.6% 11.2% 10.7% 12.3% 12.5% NA NM 2222 NA NA NA PE/ LTGR NA 1.2x 1.5 1.1K 1.2x 3.0x 1.4x 1.3s NA NA NA NA 25#27CONFIDENTIAL Allen Comparable Acquisitions Analysis (5 in mitions) 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 Guardan 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) 2006stas prormaron. 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 EBIT DA 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 fow 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 Assumptions Tax Rate WACC Analysis - Allen Risk Free Rate (20 year) Equity Risk Premium Debt Sensitivity Industry Statistics SDS 18M HPQ ACN EDS CSC ACS Cost of Capital 0.0% 0.0% 5.0% 5.3% 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% 66.7% Average 45.0% 81.8% 50.0% 100.0% 1.02 1.02 1.02 1.02 1.02 1.02 1,02 1,02 1.02 1.02 1.02 40.00% 4.75% 7.20% 0.50% Debu Debt/ Average Lev. Capital Equity Unlev, Beta Factor CREDIT FIRST SUISSE BOSTON Beta a 1.04 0.98 1.27 1.00 1.14 1.19 1.10 1.00 1.00 1.07 1.11 1.15 1.20 1.28 1.32 1.40 1.49 1.00 Debt/ Mkt Eg 16.1% 12.5% 4.9% 40.7% 27.1% 3.8% 16.1% Levered Beta 1.02 1.05 1.08 1.12 1.17 1.22 Levering Factor H 1.28 1.34 1.42 1.05 1.10 1.07 1.03 1.24 1.16 1.02 Cost of Equity Pre-tax Cost of Debt After-tax Cost of Debt 12.1% 12.3% 12.6% 12.8% 13.2% 13.5% 14.0% 14.4% 15.0% 1.52 15.7% 1.63 16.5% Unlevered Cost of Beta Equity 0.99 0.50 1.18 1.03 0.92 1.03 1.08 1.02 Debt! Capital 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% (1) intepolded yeld on the 20-year 05 Tressury bond (3/24/0 3) The averagere tprest bewoon the ruum on stocks and bonos (on Ass 13) Bara US Eutybetabook predictions 34) Levering Factor 1 (11-rate)(owcwaty at 11 (5) de 10elereng Factor) Lovered Beta (Ests Levenno Fador) 45,0% 50.0% 11.9% 11.2% 13.3% 12.1% 11.4% 12.1% 12.5% 12.1% 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% 5,5 % 3.0% 3.3 % 6.0% 3.6 % 6.5% 7.0% 39% 4.2 % 7.5 % 4.5 % 80% 4.8 % WEIGHTED AVERAGE COST OF CAPITAL (7) Cost of Eaty RE BIR-R) (8) WACCRS- Rotunon Cent 8.5% 9.0% 0.5% 100% 5.1% 54% 5.7% 6.0% 12.1% 12.1% 12.1% 12.1% 12.1% 12.1% 12.1% 12.1% 12.1% 12.1% 12.1% 11.8% 11.9% 11.9% 11.9% 11.9% 11.9% 11.9% 11.9% 12.0% 12.0% 12.0% 11.6% 11.0% 11.7% 11.7% 11.7% 11.8% 11.8% 11.8% 11.8% 11.8% 11.9% 11.9% 11.4% 11.4% 11.5% 11.5% 11.5% 11.6% 11.6% 11.7% 11.7% 11.8% 11.8% 11.1% 11.2% 11.3% 11.3% 11.3% 11.3% 11.4% 11.4% 11.5% 11.6% 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% 10.7% 10.8% 10.8% 10.9% 11.0% 11.1% 11.2% 11.3% 11.4% 11.5% 11.6% 10.4% 10,5% 10.6% 10.7% 10.9% 11.0% 11.1% 11.2% 11.3% 11.4% 11.5% 10,2% 10.3% 10.4% 10.6% 10.7% 10.8% 10.9% 11.0% 11.2% 11.3% 11.4% 10.0% 10.1% 10.2% 10.4% 10.5% 10.6 % 10.8% 10.9% 11.0% 11.2% 11.3% 87% 9.9% 10.0% 10.2% 10.3% 10.5% 10.6 % 10.8% 10.9% 11.1% 11.2% Sow Premiums Re-Retumonauty [Rd1) (D/D] [Re [E/DE) }] (9) Sour 2004 bbotson SEB Yearbook 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 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 rols 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 desture. (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% 30#32CONFIDENTIAL 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% 31#33CONFIDENTIAL 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. 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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 32