#1Goldman Sachs PRELIMINARY CONFIDENTIAL DRAFT - SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Preliminary Summary Discussion Materials Prepared for The Special Committee of the Opal Board of Directors Goldman, Sachs & Co. October 10, 2012 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.#2Goldman Sachs Disclaimer PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION At the request of the Special Committee of the Board of Directors (the "Special Committee") of Opal (the "Company"), Goldman, Sachs & Co. 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The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to GS as of, the date of such Confidential Information and GS assumes no responsibility for updating or revising the Confidential Information.#3Goldman Sachs The Goldman Sachs Team George Lee Global Co-Head of TMT PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Technology Investment Banking Pawan Tewari Managing Director Srinidhi Raghavan Associate Guy Nachtomi Managing Director Matt DeFusco Head of TMT Leveraged Finance Benjamin Mensah Analyst Leveraged Finance Ray Kwong Vice President Michael Tepatti Analyst Anne Russ Vice President Opal Coverage Peter Brundage Managing Director Corporate Finance Solutions Daniel Shefter Head of Corporate Finance Solutions Credit Risk Mgmt & Advisory Eric Lindberg Vice President#4Goldman Sachs Introduction PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Goldman Sachs would like to thank the Special Committee for the opportunity to share our preliminary observations on several key questions regarding Opal today: What is the public market's perception of Opal and why does Opal trade the way that it does? 2 How do management's financial projections compare in the context of public market perceptions? 3 What are some of the potential alternatives available to Opal today and how might they impact shareholder value? - In addition to the potential financial impacts, what are the key strategic, operational and transactional issues to also consider? 4 What would be the recommended next steps in order to further evaluate the potential alternatives? ■ We have reviewed information provided by management to date, including: - Management's 9/21 Case financial projections and the July 2012 Board Strategy Plan - Initial documents provided by management in the data room - Other publicly available documents ■ In reaching our preliminary observations, we have relied upon management's 9/21 Case ■ Additional diligence and management discussions and input would be required in order to further develop and refine our preliminary observations and analyses#5Goldman Sachs O Public Market Perspectives on Opal PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Viewed over a range of historical time periods, Opal's share price has underperformed relative to that of its peer groups¹ Time Period Last 10 Years Last 5 Years Last 3 Years Last 1 Year Opal CY2013E Multiple Enterprise Value / Sales² Enterprise Value / EBITDA² P/E Operating P/E³ (62)% (66)% (37)% (35)% HP Opal 0.2/0.3 x 2.6/3.4 31% (70)% (67)% (35)% 5.3 1.4 Whole Co 1296 % 54 % 61% 25 % 0.4 x 3.2 3.6 2.4 EUC 99 % (21)% 26 % 25 % ■ Opal's current public trading multiples also lag those of its peers, likely owing to a range of potential factors, including but not limited to, EUC segment financials overwhelming the Enterprise segment financials, views on the PC market outlook, an expectation of lower growth, overhang of recent underperformance, and a "show me" investor viewpoint regarding the Company's strategy WholeCo 2.3 x 7.0 - Additionally, Opal's significant cash balances may not be attributed full value by investors as it consists primarily of offshore cash and also because some investors may have the view that the cash will be used for acquisitions that may have limited P&L impact in the near term HP 12.3 9.4 Enterprise Software 271 % 1% 14% 16% EUC 329 % 54 % 51% 17% 0.1 x 5.7 12.6 7.4 Services 382 % 61% 61% 34 % Enterprise Software 1.3 x 2.6 x 5.4 7.3 12.6 11.7 7.9 9.1 Services S&P 1.1 X 8.2 43% (6)% 1% (4)% 11.8 11.0 S&P 0.1 x 3.3 7.3 5.1 ■ 52% and 41% of Wall Street research analysts have a Buy or Hold recommendation on Opal, respectively, with a median price target of $14.00 and a price target ranging from $9.00 to $18.50 - EPS estimates for FY2014 and FY2015 have trended downward since the first and second quarter earnings announcements Source: Bloomberg company reports, public filings, Capital 1Q and IBES WholeCo peer composite consists of Accenture Apple Cisco EMC HP IBM, Microsoft Oracle, SAP EUC peer composite consists of Acer, AsusTek and Lenovo Enterprise peer composite consists of Brocade, Cisco, EMC, HP, IBM, Juniper and NetApp Services peer composte consists of BMC Software CA Compuware Informatica Microsoft Oracle SAP, Symantec and Teco S&P peer composite consists of Ingram Micro and TechData First figure represents Opas EV/EBITDA multiple Second figure assumes the public market adjusts Opal's cash balance for the tax associated with repatriating Opal's offshore cash balances, assuming 100% of cash is offshore Operating P/E calculated by removing cash per share from each company's share price#6Goldman Sachs > Management Financial Projections (US$ in millions) ■Management's revisions to the July 2012 Board Strategy Plan to formulate the 9/21 Case financial projections reflect lower revenue growth rates and operating margins across most of the business ■ The reduction in operating margins impact EUC, Enterprise and S&P most significantly Revenue Dollars EUC Enterprise Services Software S&P WholeCo Revenue Growth EUC Enterprise Services Software S&P WholeCo Operating Margins EUC Enterprise Services Software S&P WholeCo July 2012 Board Strategy Plan FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 $32,784 $34,252 $36,013 $38,141 $39,206 $40,382 $11,897 $12.920 $14,033 $15,203 $15.992 $16.855 $8,713 $9,268 $9,964 $10,810 $11,281 $11,768 $ 430 $1,566 $2,063 $2.379 $2,576 $2.803 $ 10,018 $10.465 $10,973 $11,490 $11,777 $12,072 $ 63,021 $65.972 $69,546 $74,022 $76,831 $79,880 (1)% 16% 5% NA (23% 2% 5% 7% PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION 27% (2)% 10% 5% 9% 8% 264 % 5% 5% 5% 10 % 29 % (2)% 11% 9% 5% 9% 32 % 5% 5% 6% 10% 29% 12% 11% 6% 8% 9% 15% 5% 6% 6% 11% 30 % 17% 12% 9% 3% 5% 4% 8% 3% 8% 32% 21 % 14 % 12% 3% 5% 4% 9% 3% 8% 11 % 32 % 23 % 14% 12% FY2013 FY2014 $28,656 $28,915 $30,096 $31,299 $31,612 $31,929 $ 10,559 $11,392 $12,298 $ 13,278 $ 13,832 $ 14,425 $8,511 $8,863 $9,355 $10,047 $10.399 $10,770 $ 557 $1,371 $1,809 $ 1,979 $2,162 $ 2.375 $9,208 $9,392 $9.674 $9,964 $10,014 $10,054 $ 57,490 $59,933 $63,232 $66,567 $68,019 $69.562 Source: Management and IBES Highlighted figures represent operating margin declines of 25% of greater. (14) % 3% NA (10)% (77% 3% 28% (97% 8% 1% 8% 4% 146 % 2% 9/21 Case FY2015 FY2016 FY2017 FY2018 3% 5% 29 % (2)% 8% 7% 4% 6% 32 % 3% 6% 3% 6% 29 % 16 % 8% 8% 4% 8% 7% 9% 3% 5% 2% 6% 30 % 18% 8% 8% 1% 4% 8% 5% 2% 2% 7% 30 % 19 % 7% 8% 1% 4% 4% 10% 5% 2% 7% 30% 18 % 6% 8% FY2013 FY2014 (13) (11)% (2)% 29 % (8)% (9)% (12)% (13)% (2)% NM (8)% (9)% (30% (56)% 5% (16)% (12)% (16)% (18)% (19) % (12)% (13)% (57% (77% (8)% (12)% (12)% (17)% (16)% (12)% (13)% (15)% (10)% (9)% (9)% (10)% (11)% (13)% (4)% % Difference FY2015 FY2016 FY2017 FY2018 (1)% (27% (2)% (118)% 0% (12)% (3)% (1)% 0% NM (17)% (25)% (15)% (18)% (27% (2)% (0)% (1)% (1)% (6)% (2)% (53)% (55)% (58)% (51)% (46)% -% NM -% 34 % 0% 3% (2)% (75)% (35)% (0)% (7)% 2% (12)% (29)% (35)% (49)% (13)% (16)% (35)% (21% (14)% (87% (15)% (17)% (2)% (13% 3% (2)% (75)% (35)% (87% (20y% (55)% (367%#7Goldman Sachs > Management Financial Projections (Cont'd) (US$ in millions) ☐IBES estimates indicate that Wall Street research analysts have different expectations regarding Opal's financial outlook than are suggested by the 9/21 Case financial projections - Analysts expect little to no revenue growth in FY2014 and FY2015 and have lower EPS projections than the 9/21 Case financial projections Revenue Revenue Growth PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Operating Income % Margins EPS % Difference Source: Management and IBES FY2013 $ 57,490 (7.4)% $ 3,999 7.0% $ 1.70 9/21 Case FY2014 FY2015 $ 59,933 $ 63,232 4.2% 5.5% $ 4,188 7.0% $ 1.84 $ 4,851 7.7% $ 2.20 Opal IBES Estimates FY2013 FY2014 FY2015 $ 57,443 $ 58,001 $ 57,143 (7.5)% 1.0 % (1.5)% $ 4,029 7.0 % $ 1.74 $ 4,099 7.1 % $ 1.80 $ 4,001 7.0% $ 1.79 IBES less 9/21 Case FY2013 FY2014 FY2015 $(47) $(1,932) $(6,089) (0.1)% (3.2)% (7.0)% $ 30 0.0 % $ 0.04 2.4% $(88) 0.1% $(0.04) (2.2)% $(850) (0.7)% $(0.41) (18.6)%#8Goldman Sachs > Illustrative Status Quo Financial Analysis Based on 9/21 Case Financial Projections (US$ in millions, except per share amounts) Illustrative Discounted Cash Flow Analysis High unlevered free cash flows during the projection period in the 9/21 Case financial projections drive illustrative DCF share price values that are greater than that of Opal's current share price ■ The revenue growth rate and operating margin assumptions in the 9/21 Case financial projections would need to be meaningfully reduced in order to arrive at illustrative DCF values that are more in line with Opal's current share price FY2015 Revenue % Growth EBITDA (Pre-GAAP Adjustments) % Margin Unlevered Free Cash Flow Illustrative Discount Rate 8.0% 11.0% 14.0% PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION A in Annual EBIT Margin vs. 9/21 Case (5.0)% (2.5)% Illustrative Discount Rate 8.0% 11.0% 14.0 % FY2013 $57,490 $4,509 80% $2,219 FY2014 $33.94 25.45 20.61 $59.933 42% $4,788 80% $ 2,880 Implied Share Price Perpetuity Growth Rate 1.5% $ 39.45 27,94 21.96 18.06 25.43 $63,232 5.5% $5,451 8.6% $ 3,443 $38.47 27,35 21.56 3.0 % $ 48.27 31.37 23.69 $11.62 19.78 27.94 FY2016 $ 66,567 5.3% $5,872 88% $3,902 Sensitivity Analysis Assuming a 1.5% Perpetuity Growth Rate Implied Share Price Terminal Year & in WC as a % of & in Revenue 10.0% -% $39.45 27.94 21.96 20.0 % $37.49 26.75 21.16 Sensitivity Analysis Assuming a 11% Illustrative Discount Rate and 1.5% Perpetuity Growth Rate Implied Share Price Ain Annual Rev. Growth Rate vs. 9/21 Case (5.01% (2.5)% $9.86 $ 10.70 16.49 23.13 FY2017 $ 68,019 22% $6,005 8.8% $ 4,299 8.9x 6.5 5.1 FY2018 Implied Terminal Year EBITDA Multiple Perpetuity Growth Rate 1.5% 11.1 x 7.6 58 6.1x 7.0 $ 69,562 23% $ 6,099 8.8 % $4,366 11.1 x 7.6 5.8 Terminal Year $ 69,562 $6,099 88% $4,344 Implied Terminal Year EBITDA Multiple & in Annual Rev. Growth Rate vs. 9/21 Case (5.0)% (2.5)% 63x 72 75 10.7 x 7.3 56 3.0% 147 x 92 6.7 Implied Terminal Year EBITDA Multiple Terminal Year A in WC as a % of A in Revenue -% 10.0% <-% 6.5 x 7.3 76 20.0 % 10.3 x 7.1 54 Source: Management and company reports Note: The illustrative discounted cash flow analysis discounts cash flows to 2013 fiscal year end and assumes management's non-GAAP tax rate estimate of 21.0%. Assuming excess offshore cash of $7.0 billion is repatriated and subject to a 35% tax rate, the impact on implied share price is an approximate reduction of approximately $1.40#9Goldman Sachs CY 1 P/E/G Opal HP WholeCo EUC Enterprise Services Software S&P → Illustrative Status Quo Financial Analysis Based on 9/21 Case Financial Projections (US$ in millions, except per share amounts) PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Diluted EPS (Non-GAAP) Opal FY 1 P/E Current (IBES FY 2013) 5.4 x % Annual Growth 1Yr. Avg 7.1 % CAGR from FY2013 EPS 2Yr. Avg 8.1 ■ Peer PEG multiples based on IBES estimates would suggest that the EPS growth profile suggested by the 9/21 Case financial projections would result in Opal forward P/E multiples significantly higher than current 3.7 x 1.2 Illustrative Present Value of Future Share Price Analysis Assuming Opal continues to trade at a forward P/E multiple consistent with today's multiple, an illustrative present value of future share price analysis would imply share price values in the high single-digits to low-teens 1.4 0.7 1.4 1.5 1.3 0.9 FY2013 $ 1.70 Illustrative PV of Future Share Price @ a 5.0x Forward P/E Multiple and Illustrative 10.0% Discount Rate @ a 5.0x Forward P/E Multiple and Illustrative 13.0% Discount Rate @ a 7.0x Forward P/E Multiple and Illustrative 10.0% Discount Rate @ a 7.0x Forward P/E Multiple and Illustrative 13.0% Discount Rate @ a 9.0x Forward P/E Multiple and Illustrative 10.0% Discount Rate @ a 9.0x Forward P/E Multiple and Illustrative 13.0% Discount Rate 'Opal EPS CAGR based on January fiscal year end IBES estimates 2 HP EPS CAGR based on October fiscal year end IBES estimates. FY2014 $ 1.84 8.2% 8.2 % $ 9.19 $ 9.19 $ 12.86 12.86 $16.53 16.53 FY2015 $ 2.20 19.6 % 13.7% $9.99 $9.73 $ 13.99 13.62 $ 17.98 17.51 FY2016 $ 2.45 11.4% 12.9 % $ 10.11 $ 9.58 $ 14.15 13.41 $ 18.19 17.24 FY2017 $ 2.56 4.5% 10.8% $ 9.61 $ 8.86 $ 13.45 12.40 $ 17.29 15.95 FY2018 $ 2.64 3.1% 9.2 % $ 9.03 $ 8.11 $ 12.64 11.35 $ 16.26 14.60 Source: Management, company reports, Bloomberg and IBES Note: The illustrative future share price analysis discounts future share prices to 2013 fiscal year end. CY1 P/E/G multiples calculated based on CY2012-CY2014 IBES EPS CAGRS, unless otherwise noted.#10Goldman Sachs 3 Summary Overview of Selected Potential Alternatives Status Quo PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION A Take-Private Leveraged Buyout 100% Spin-Off with No Cash Dividend B Opal Separation via Spin-Off 100% Spin-Off with Cash Dividend Note: Dotted blue lines denote alternatives that Opal could pursue on a standalone basis Separation via Client Spin-Merger Sponsored Spin- Off Return of Capital to Shareholders Share Repurchase (Via New Debt or Existing Cash) Cash Dividend (Via New Debt or Existing Cash) 10#11Goldman Sachs ▸ Illustrative Leveraged Buyout Analysis Based on 9/21 Case Financial Projections (US$ in millions, except per share amounts) Extant Cash Rollover Notes Rollover Structured Financing Debt New $3 billion ABL New Term Loan A New Term Loan B New Secured Bond New Unsecured Guaranteed Notes Total New Debt MD Rollover at $15.00 per share Southeastern AM Rollover at $15.00 per share New Sponsor Equity Total Illustrative Sources Purchase % Implied Share Price Premium $ 13.00 $14.00 $15.00 $ 16.00 $ 17.00 37% Illustrative Sources 58% 69% 80% Implied LTM Assumes 21% Non-GAAP Tax Rate EBITDA Entry Multiple 3.8 x PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION 4.2 x 4.6 x 4.9 x 5.3 x 3.8 x 28.1% 226% 18.2% 4.2 x 11.6% 30.4% 20.4% 146% 16.7% 24.8% 28.9% 13.6 % 32.6% 22.4 % Illustrative Sources and Uses % of Total 18.7% $13,538 5,996 1,427 15.5% 2,000 1,500 3,000 2,500 3,500 $ 12,500 8.3 4.5 OID 11.2 Tax on Cash Repatriation Total Illustrative Uses 100.0 % Illustrative Returns Analysis to New Sponsor Implied LTM EBITDA Exit Multiple 4.6 x 4.9 X 5.3 x 3,674 1,989 4,918 $44,042 34.6% 30.7% 13.6 3.2 4.5 3.4 6.8 5.7 7.9 28.4 20.5% 17.3% 36.6% 24.3% 26.1% 28.9% 30.7% 32.5% 22.3% 19.0% 5.7 x 38.5 % 12.8% 14.6% 16.2% 27,8% 24.0% 20.7% Illustrative Uses Equity Purchase Price at $15.00 per share Assumed Existing Notes Assumed Existing Structured Financing Debt Refi Commercial Paper Total Purchase Price Excluding Cash Minimum Cash Advisory Fees Consulting / Legal Financing Fees 17.8% Purchase % Implied Share Price Premium $ 13.00 $ 14.00 $15.00 $ 16.00 $17.00 37% $ 18,00 48% 58% 69% 80% Assumes 30% Non-GAAP Tax Rate 90% Implied LTM EBITDA Entry Multiple 3.8 x 4.2 x 46 x 4.9 x 5.3 x 3.8 x 5.7 x 25.9 % 20.5% 16.2% 12.7 % 4.2 x 71% 28.4% 22.9% 18.5% 14.9 % 4.6 x 92% $ 26,080 5,996 1,427 1,018 34,521 30.7% 2,463 $44,042 4.9 x 32.9% Implied LTM EBITDA Exit Multiple 5.3 x 20.7% 22.7% 6,500 75 50 403 30 25.1% 27.2% 29.2% 17.0% 19.0% 11.9% 13.9% 15.8% 35.0% 11.2% 13.1 % 24.6% 20.8 % 17.6% % of Total 59.2 % 13.6 3.2 2.3 78.4 $ 18.00 90% 5.7 x 9.0% 110% Source Management and company reports Note: Based on managements non-GAAP tax rate estimate of 21.0% Assumes an illustrative purchase price of $15.00 per share based on a 58% premium to the current share price of $9.47 2 Financing fees estimated based on fees of 2.5% for the new ABL and Term Loans A and B and fees of 4.0% on new high yield bonds and notes Based on an estimated OID of 99 for the new Term Loan B ustative fax on offshore cash repatriation estimated by assuming that $7.0 billion of offshore cash, representing extant cash of $13.5 billion in excess of an estimated minimum cash balance requirement of $6.5 billion, is repatriated and subject to a 35.0% tax rate Assumes that MD and Southeastem Asset Management roll 100% of their existing equity stakes in the transaction 14.8% 14.8 0.2 0.1 0.9 0.1 5.6 100.0 % 5.7 x 31.0 % 26.4% 22.6% 19.3 % 16.5%#12Goldman Sachs PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Ⓒ Preliminary Separation Topics for Consideration For the purposes of evaluating the potential benefits and consideration of a business separation, we consider, based on management guidance, an illustrative separation of Opal into: -Client: Consists of EUC, the consumer business of Services Support & Deployment (~-10% of Services revenue) and the consumer-related portion of S&P (-75% of S&P revenue) -Enterprise: Consists of Enterprise Solutions, Software, the corporate business of Services (~90% of Services revenue) and the corporate-related portion of S&P (~25 of S&P revenue) Potential Benefits Potentially "unlock" embedded shareholder value through trading multiple re-rating and arbitrage ■Allows each entity to pursue potentially unique strategic, operation and financial objectives Pursue and execute growth strategy - Strategic flexibility and optionality Management focus In a public market context, may allow each entity to target potentially different shareholder bases ☐ Each entity could potentially become an acquisition/merger target Potential Considerations The nature, magnitude and impact of potential operating dissynergies, including the loss of: Revenue and cross-selling opportunities Sales organization leverage Entry into emerging markets via Client / PC pull- through of Enterprise COGS/ materials sourcing scale and influence Shared corporate overhead and public company costs Scale / credit quality to provide financing services to customers Client cash flows for investment in Enterprise ■ Potential customer, supplier and employee reaction and impact The management pipeline to fill senior management positions at both entities ■ Potential shareholder dislocation 12#13Goldman Sachs e Illustrative Spin-Off Analysis Overview of Preliminary Assumptions (US$ in millions) Summary Overview of Assumptions and Methodology For the purposes of performing a preliminary and illustrative analysis to examine a separation of Opal into a "Client" business and an "Enterprise" business, as described on the prior page, we prepared illustrative financial projections for each entity based on the 9/21 Case financial projections and management guidance regarding high-level separation assumptions PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Further diligence would be required to refine the analyses The illustrative financial projections below also incorporate operating dissynergies related to sourcing and corporate and public company costs. Additional transaction-related dissynergies are incorporated into the analyses in the subsequent pages, including tax on repatriation of offshore cash and other one-time separation transaction-related costs Revenue EUC % Growth S&P % Growth Services % Growth Revenue % Growth EBIT EUC Illustrative Client Financial Summary % Margin S&P % Margin Services % Margin EBIT (Non-GAAP) % Margin EBITDA (Pre-GAAP Adj.) % Margin FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 $ 28,655 $28,915 $30,096 $ 31,299 $31,612 $31,929 (13.81% 0.9% 40% 1.0% 1.0% 6,906 7,044 7,473 7,510 7,548 (9.99% 20% 3.0 % 05% 05% 724 823 739 66.8% 66 8% $36.301 $36,683 (122)% 1.1 % 785 5.7% $39.557 38 % 803 24% 2.4% $39.926 $ 40,299 0.9 % 09% $924 32% 602 8.7% 441 59.6 % $1,632 45% $2,011 55% $725 2.5% 90% 419 57.9 % $1,441 39% $ 1,809 4.1% 7,255 30% 742 0.4% $38,093 38 % $ 743 25% 625 86% 429 57.8% $ 1,466 3.8% $1,828 4.8% $705 2.3% $638 20% 560 600 8.0% 7.5% 450 457 57.3 % 56.9% $1,427 $1,330 36% 3.3% $1,784 $1,682 4.5% 42% $ 638 20% 500 66% 464 56.4% $1,280 32% $1,628 4.0% Illustrative Enterprise Financial Summary Revenue Enterprise Solutions % Grow Services % Growth S&P % Growth Software Growth Revenue % Growth EBIT Enterprise Solutions % Margin Services % Margin S&P % Margin Software %Margin EBIT (Non-GAAP % Margin EBITOA (Pre-GAAP Ad %Margin FY2013 FY2014 FY2015 FY2016 FY2017 FY2018 $10,559 $11,392 $12,298 $13,278 $13,832 $14,425 28% 79% 80% 80% 42% 43% 7,771 8,139 8,613 9.203 9,500 9,947 (1.4/% 4.7% 5.8% 7.5% 3.6 % 3.7% 2,302 2,348 2,418 2,491 2,503 2,516 20% NM 30% 30% 05% 0.5% 557 1,371 1,809 1,979 2,162 2,375 NM 146.3% 31.9% 24% 92% 9.9% $21.189 $23,250 $25,139 $27,010 $28.093 $29.263 23% 97% 42% 81% 74% 40% $ 850 64% 2,551 27.5% 150 $326 $550 31% 48% 151 $685 56% 1,977 2,110 2,306 254 % 25.9% 26.8 % 158 156 67% 65% (23) 290 350 NM 160% 177% 105% $ 1,996 $ 2,605 $3,095 $3,295 75% 85% 10.4% 11.3% 11.7% $1,800 $2,199 $2,844 $ 3,308 $3,542 8.5% 11.3% 122% 2643 27.5% 140 58% 400 85% (50) NM $ 1,567 $950 69% $ 990 6.9% 2.735 27.5% 125 50% 430 181% $3,439 11.8% $3,691 12.5% Source: Management and company reports Includes allocated Long-Term Incentive expenses and other cost adjustments and excludes non-GAAP adjustments. 2 Includes an additional estimated $100 million of annual pre-tax operating expenses related to assumed duplication of certain corporate and public company costs, based on management guidance. ³ Includes $580 million of annual pre-tax sourcing dissynergies associated with an illustrative separation, per management estimates. 13#14Goldman Sachs PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION e Illustrative Spin-Off Analysis (Cont'd) (US$ in millions, except per share amounts) ■ Illustrative per share value outcomes to Opal shareholders in spin-off scenarios are driven by potentially achieving a public multiple re-rating to higher multiples that are more in-line with Client peers (-4.0x FY2014 EBITDA) and Enterprise peers (~7.0x FY2014 EBITDA) trading multiples today 100% Spin-Off w/ No Cash Dividend¹ Illustrative Sensitivity Analysis Illustrative Sensitivity Analysis Assumes a spin-off of Enterprise to Opal shareholders, with no cash dividend to shareholders Illustrative Value % Own. Per Share 100.0 % $5.80 100.0 % 9.33 Client Equity Stake Enterprise Equity Stake Illustrative Total Value Illustrative After-tax Separation Costs Illustrative Adjusted Total Value $15.12 (0.45) $14.67 Enterprise 5.0 x EV/FY14 7.0.x EBITDA 9.0 x Summary Dissynergy Assumptions ☐The illustrative spin-off analyses make a number of assumptions regarding potential operational, financial and transaction-related dissynergies, including: Client EV / FY2014E EBITDA 2.0 x 4.0 x 6.0 x $10.05 $ 12.13 $ 14.22 12.58 14.67 16.75 15.12 17.20 19.28 $580 million of annual dissynergies at Enterprise related to sourcing (-2.7% of Enterprise revenue and 5.5% of ESG revenue) - $100 million each of additional annual corporate and public company costs at both separated entities that would need to be duplicated - $1 billion of one-time transaction-related separation costs (taxed at 21%) Does not assume any DFS related-financial impact -35% tax rate on repatriation of offshore cash balances for deleveraging purposes - Lower leverage capacity as a result of lower pro forma EBITDA related to operational dissynergies Other spin-off variations include - 100% spin-off with a cash dividend to shareholders that is funded by additional debt raised at Client and/or Enterprise Source: Management and company reports Illustrative analysis assumes Client trades at 4.0x FY2014 EBITDA and Enterprise trades at 7.0x FY 2014 2 Assumos a 21% tax rate. Assumes taxes of $1.5 billion based on repatriating $4.2 billion offshore cash, taxed at 35% for Client deleveraging Sponsored spin-off in which a sponsor makes an equity investment for up to a 49.9% stake in Client, with those cash proceeds being used to pay a cash dividend to shareholders Additional leverage at either entity could potentially impact the pro forma trading multiples, thus changing the value shareholders may receive Similarly, a sponsor's investment in Client can be at a negotiated value discount, thereby also affecting the value shareholders may receive Impact on Value from Various Illustrative Dissynergies Source of Dissynergy $580mm Annual Sourcing @ Enterprise at 7x $100mm Annual Corporate and Public Company Costs @ Enterprise at 7x $100mm Annual Corporate and Public Company Costs @ Client at 4x Tax on Repatriation of Off-Shore Cash³ $1000mm of One-time Transaction Expenses (Taxed at 21%) Total Dissynergy / Share Per Share Amount $2.34 0.40 0.23 0.85 0.45 $4.27 14#15Goldman Sachs Current EV / FY2014 EBITDA Strategic Party 4.9x Opal³: 2.6 Illustrative Spin-Merger Analysis Based on 9/21 Case Financial Projections | Strategic Party Based on IBES (In US$) A spin-merger between Client and Strategic Party has the potential to result in Opal shareholder value enhancement assuming: Multiple uplift of Client business if New Strategic Party (pro forma Client + Strategic Party) trades in-line with Strategic Party current standalone multiples Potential revenue and cost synergies through a combination of Client and Strategic Party Enterprise business multiple re-rating in line with Enterprise peer trading multiples - Other unquantified potential tax and structuring benefits related to New Strategic Party (e.g. foreign jurisdiction for new company) PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION However, issues around execution, timing and post-transaction trading performance are some of the uncertainties in a spin-merger transaction, including those in a straight spin transaction Illustrative Summary¹ Summary Synergy and Dissynergy Assumptions New Strategic Party Equity Stake Enterprise Equity Stake Illustrative Total Value Illustrative After-tax Separation Costs Illustrative Adjusted Total Value Opal S/H 50.1 % % Own. 55.0% in NQ 60.0 % Illustrative Value % Own. Per Share 50.1% $6.65 100.0 % 9.33 $5.66 6.22 6.78 $15.98 Illustrative Ownership Sensitivity Analysis Value to Opal S/H of New Strategic Party equity stake New Strategic Party EV/FY2014 EBITDA' 3.9 x 4.9 x $6.65 7.30 7.96 (0.45) $15.52 5.9 x $ 7.63 8.38 9.14 The illustrative spin-merger analysis make a number of assumptions regarding potential operational, financial and transaction-related synergies and dissynergies, including: - No revenue synergies and 50 bps of combined EBITDA margin improvement at New Strategic Party - $580 million of annual dissynergies at Enterprise related to sourcing (-2.7% of Enterprise revenue and 5.5% of ESG revenue) $100 million of additional annual corporate and public company costs at Enterprise $1 billion of one-time transaction-related separation costs Does not assume any DFS related-financial impact 35% tax rate on repatriation of offshore cash balances for deleveraging purposes Lower leverage capacity as a result of lower pro forma EBITDA related to operational dissynergies Illustrative Multiple Sensitivity Analysis Enterprise EV/FY14 EBITDA 5.0 x 7.0x 9.0 x New Strategic Party EV/FY2014 EBITDA 3.9 x 4.9 x $12.00 $ 12.99 14.53 15.52 17.07 18.05 5.9 x $ 13.97 16.51 19.04 Illustrative Synergy Sensitivity Analysis Assumes New Strategic Party trades at 4.9x FY2014 EBITDA 1 Assumes Enterprise trades at 7.0x FY2014 EBITDA New Strategic Party EBITDA Margin Improvement 0.5% N. Strategic Party Revenue Synergies 1.0% (2.5) % $ 14.62 $15.16 $15.69 14.99 15.52 16.06 15.35 15.88 16.42 2.5% Source: Management, company reports and Wall Street research Note: Assumes a spin-merge transaction occurs at fiscal year end 2013 and Opal shareholders' ownership in New Strategic Party of 50,1% Strategic Party's current public market equity valuation For illustrative purposes, assumes no combined revenue synergies and a 0.5% EBITDA margin improvement relative to the blended pro forma EBITDA margin. Assumes a 21% tax rate. *New Strategic Party and Strategic Party based on Strategic Party's March fiscal year end. Enterprise based on Opal's January fiscal year end. 15#16Goldman Sachs Illustrative Return of Capital Analysis Based on 9/21 Base Case Financial Projections (US$ in millions, except per share amounts) As a result of the difference between Opal's current P/E multiple and the cost of newly issued debt or the cost of holding cash on the balance sheet (even factoring for a potential 35 % repatriation tax), Opal could potentially deliver value accretion to shareholders through a debt or cash- funded one-time share repurchase or cash dividend One-Time Share Repurchase Illustrative $2 Billion Leveraged Share Repurchase Net Debt Proceeds for Repurchase Repurchase Price (@10% Premium) % of Current Basic Shares Repurchased Pro Rata Value per Share FY2014 Status Quo EPS FY2014 Pro Forma EPS % EPS Accretion / Dilution PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Pro Forma Share Price PF Value of Retained Shares Pro Rata Value Cash Post-Repatriation Tax for Repurchase Repurchase Price ( @ 10 % Premium) % of Current Basic Shares Repurchased Pro Rata Value per Share FY2014 Status Quo EPS FY2014 Pro Forma EPS % EPS Accretion / Dilution Illustrative $2 Billion Cash Financed Share Repurchase Pro Forma Share Price PF Value of Retained Shares Pro Rata Value Illustrative FY2014 P/E Multiple 5.0 x 6.0 x $ 10.19 $ 12.23 10.89 $12.03 9.08 $ 10.22 $1,980 $10.41 11.0% $ 1.14 $1.84 2.04 11.0% $1,980 $ 10.41 11.0% $1.14 $1.84 2.06 12.1 % Illustrative FY2014 P/E Multiple 5.0 x 6.0 x $ 10.30 9.17 $ 10.31 $ 12.36 11.00 $12.14 One-Time Cash Dividend to Shareholders Illustrative $2 Billion Dividend Recapitalization Net Debt Proceeds for Dividend Basic Shares Outstanding Dividend per Share FY2014 Status Quo EPS FY2014 Pro Forma EPS % EPS Accretion / Dilution Pro Forma Share Price Per Share Dividend Pro Rata Value Cash Post-Repatriati Basic Shares Outstanding Dividend per Share Illustrative $2 Billion Cash Financed Dividend Tax for Dividend FY2014 Status Quo EPS FY2014 Pro Forma EPS % EPS Accretion / Dilution Pro Forma Share Price Per Share Dividend Pro Rata Value $9.05 1.14 $ 10.19 $1,980 1,735 $ 1.14 Illustrative FY2014 P/E Multiple 5.0 x 6.0 x $1.84 1.81 (1.5)% $ 10,86 1.14 $ 12.00 $1,980 1,735 $ 1.14 $1.84 1.83 (0.4)% Illustrative FY2014 P/E Multiple 6.0 x 5.0 x $9.15 1.14 $ 10.29 $10.98 1.14 $ 12.12 Source: Management and company reports Note: Illustrative analysis assumes a 21.0% non-GAAP tax rate, a pre-tax interest rate on cash balances of 0.5%, a 35.0% tax rate on repatriated offshore cash balances 1 Assumes $2.0 billion of new debt issuance via $500 million of T+125 new senior notes due February 2015, $750 million of T+200 new senior notes due February 2017 and $750 million of T+237.5 new senior notes due February 2022. Assumes fees of 1.0% on new issuances and a pro forma credit rating of Baa1/BBB. 16#17PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Goldman Sachs Preliminary DFS Topics for Consideration Summary of Selected Key Topics and Preliminary Perspectives What is the impact of a sub-investment grade corporate credit rating on DFS? ■ There are likely two primary impacts of a credit downgrade on DFS: Inability to source funding via the commercial paper market Opal could potentially increase the size of the securitization program and / or access other forms of funding (e.g., an ABL revolver) to replace the commercial paper funding sources Higher funding costs across the range of funding sources The Company should however continue to have access to the conduit and securitization markets, as well as the unsecured market Could DFS be "ring-fenced" to mitigate the potential impacts of a corporate credit rating downgrade? ■ While there are examples of similar situations whereby the rating agencies have delineated between opco / holdco structures when dealing with captive financing subsidiaries (e.g., Ford), it is likely that the ring-fenced entity would be rated within 1-2 notches of the parent A range of other factors could influence the chances of benefitting from a ring-fence approach, including the nature of the protections / barriers put in place between the parent and subsidiary, the ownership structure of the subsidiary, the standalone credit quality of the subsidiary, perceptions around the parent's credit strength and the level of co-dependence between the parent and subsidiary, among others On balance, we do not believe the Company would materially benefit from a ring-fenced structure given the Company would still likely be able to access key funding markets, albeit at slightly higher funding costs 3 Would a separation of Opal into Client and Enterprise businesses automatically require a divestiture of DFS? A separation, in and of itself, would not necessarily require a divestiture of DFS. There exists the potential to, in effect, separate the DFS portfolio and establish a DFS successor entity at each of Client and Enterprise Key factors to consider would include the credit quality and ratings of the new companies, the portfolio diversity of the receivables within each DFS successor entity and the resulting ability to access the funding markets and cost of funding 4 Are there potential third party alternatives available for DFS? There is likely to be interest from third parties in acquiring all or a portion of DFS There are examples of other companies that have outsourced their financing activities and established relationships with third party financing providers (e.g., Apple /Barclays, Kohl's/ Capital One) Key factors will likely center around what level of control Opal would like to maintain from a customer interfacing perspectives and determining a set of governance controls for the relationship (e.g., underwriting standards, financing terms, veto rights and final authority) 17#18Goldman Sachs Preliminary Tax Considerations Leveraged Buyout Domicile of parent company - Should parent reincorporate to foreign country (ie, "inversion")? . Existing offshore cash Tax leakage from using offshore cash to fund buyout - Ability to minimize repatriation tax via inversion Ongoing tax rate considerations Impact of additional leverage on tax rate given need to repatriate cash flow to fund debt service Inversion: potential rationale Reduce repatriation tax leakage on offshore cash Intercompany debt, etc... Inversion: considerations Impact on business and brand/reputation - Technical issues (eg., rollover shareholders, desire for tax-deferral) DFS: ability to use as home for offshore cash? Impact of corporate tax reform? Spin-off / Separation Ability to consummate tax-free spin-off - Some potential tax leakage even if overall spin is tax-free - Inversion not feasible in stand- alone spin-off Repatriation tax leakage if offshore cash used to fund debt reduction or return of capital to shareholders ☐ Effective tax rates of separate companies? Client likely to have significantly lower tax rate than Enterprise Spin-Merger Tax-free status of overall transaction Opal shareholders need to own >50% of combined company Potential inversion of Client business as part of merger Merger with foreign partner (e.g... Strategic Party) facilitates inversion Need to consider structures for Opal shareholders to defer gain (e.g.. exchangeable shares) Repatriation tax leakage if offshore cash used to fund debt reduction or return of capital to shareholders INVESTMENT BANKING DIVISION Return of Capital Tax leakage if offshore cash is utilized? - Limited capacity for additional tax- efficient repatriation Use of debt vs. offshore cash depends in part on views regarding future tax policy Repatriation holiday? Corporate tax reform? Impact of additional leverage on ongoing tax rate Goldman Sachs does not provide accounting, tax, or legal advice Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each 18 of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.#19Goldman Sachs Selected Recent Precedent M&A Transactions (US$ in millions, except per share amounts) Announcement Date 18 Aug 11 15-Aug-11 10-May-11 20-May-12 +-Apr-11 15-Mar-12 +May-11 12-Sep-11 3-Dec-11 14-Dec-11 +-Aug-11 22-May-12 SAP 17-Fe-12 5-Jan-11 2-34-12 31-Aug 11 2-34-12 25-Mar-11 Mean Median 10-May-11 Technology M&A Transactions Acquirer Target Google Morosot Albaba Group Texas instruments Cisco Advent International Goldman Sachs Applied Materials Western Digital Broadcom SAP LAM Research Blackstone Qualcomm Moron SonyTosbach Dell Ebay Toshiba Autonomy PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW INVESTMENT BANKING DIVISION Motorola Mobility Skype Alibaba Group/Yahool National Semiconductor NDS Arba TransUnion Varian Semiconductor Hitach GST NatLogic SuccessFactors Novellus Endeon Atheros Communications Japan Display Ques Software G51 Commerce Lands Gyr Size $10.295 9:401 9.124 7,100 6.502 5.022 4,403 4.290 4,250 3.464 3,367 3.073 3,027 2045 2.671 2008 2372 2,300 $4,000 3.857 Premium 79% NA NA 78 NA 20 NA 55 NA 57 62 25 17 22 NA NA 20 51 NA 45% 52 Announcement Date 20-Feb-07 20-May-07 3-34-07 20-May-07 25-Jun-07 1-Mar-11 14-May-07 19-Jun-07 11-May-07 4-Jun-07 23-Nov-11 15-Mar-07 29-May-07 5-Ju-11 12-Jun-07 2-4-07 Mean Median Morgan StanleyCgroup/man KKOR Brother/KKR/TPO/Goldman Sachs TPG/Goldman Sechs Blackstone Acquirer 24-Feb-12 Apollo Tverstone Holdings Access Industries 2-May-07 Clayton Dublier & RowOOR KK/group/dman Sachs Backstone Lehman Brother Tishman Speyer Propertes BC PartUnison Capital Silver Lake Cerberus Leveraged Buyout Transactions Caryle Group/Clayton Dubilier & Rice/Bain Capital AMERS Capa Paer Silver Lake TPG KK/Crest Partners NGP Energy Capitaochu Coporation Madison Dearbon Partners BC PCPPB Apa/CPP/Public Sector Pension Investment Board of Canada Madison Dearbom/grous LJBAMacho CapitalDeutsche Bank Catyle Group First Dat Ate Hilton Hotels Target Archatone-Smith Trust Intesal Centro Properties Group-US Assets Chrysler Home Depot Supply Thomson Learning Avaya Samson EP Energy Corporation (B Paso) US Foodsenice Dollar General CDW Cequel Communications Kinetic Concepts Manor Care Debt Equity Financing Financing $31.650 22,000 24,000 20.600 15.640 15.000 NA NA 6000 5.580 5.250 3.000 3500 NA 4.200 4.440 4615 4.800 3.600 4.600 $10.534 5.250 $8.000 7,000 4.000 4.372 5,100 1,000 NA NA 2.500 1920 2015 3.000 3.600 NA 2,805 1.085 1,759 2.700 1299 $3,308 2.700 Enterprise Value $43.800 29.000 28.000 24,972 20,740 18,000 9,400 9.250 8.500 7.500 7.205 7.200 7,100 7.100 7.005 6852 6.000 6.300 6.300 5.800 $13.290 7.383 Premium 22% 18 NA NA NA NA NA 11 NA NA NA 14 NA 13 19% 18 Source: Capital IQ Note: Technology M&A transactions reflect the top 20 deals since 2011 that are greater than $2.0 billion in announced transaction value. Leveraged buyout transactions reflect the top 20 deals since 2007 that are greater than $5.0 billion in announced transaction value 19#20Goldman Sachs PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW → Preliminary Perspectives Regarding Potential INVESTMENT BANKING Next Steps DIVISION Evaluation of Potential M&A Interest After the in-person management meetings, allow each of Sponsor A and Salamander 1-2 additional follow up diligence calls within the next 7- 10 days ■ Request that initial indications of interest be submitted in writing in -1-2 weeks Initial indications containing price, financing / structuring/ tax / accounting / legal assumptions, and other process and timing-related information ■ Review indications and provide feedback with respect to any materially incorrect assumptions ■ Request that the parties resubmit initial indications based on feedback ■ Based on resubmitted indications, Special Committee to make a "go/ no go" decision If decision is made to proceed, a single third-party financing source should be selected to provide parties market check on financing terms Request that Sponsor A and Salamander confirm revised indication and leverage following market check process In parallel with market check process, the Special Committee should decide in parallel whether to contact a short list of other potential sponsors/strategics to gauge interest Evaluation of Spin-Off / Spin-Merger Alternatives ■ If a decision is made to further evaluate potential separation alternatives, management should undertake a process to determine how Opal might be organized into two or more separate entities, including considering: Which businesses each entity would contain Determining how each entity would be operated and any potential agreements between the entities to minimize and / or mitigate any separation-related dissynergies Review the potential dissynergies of a separation, including operational, financial, structural and transaction- related dissynergies Prepare financial projections for each entity as a standalone company, including quantifying the financial impact of any potential dissynergies Once the financial projections are prepared, they should be incorporated into a financial analysis to determine the potential value outcomes associated with a separation In parallel, further work should be done to evaluate the process and timetable required to effect a potential separation 20