Merger Model

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Basic Merger Model ($ in Millions Except Per Share Amounts) Transaction Assumptions Purchase Price: % Cash: % Debt: % Stock:

Foregone Cash Interest Rate: Buyer - Financial Profile Share Price: Shares Outstanding: Market Cap: Tax Rate: Buyer - Income Statement Year 1 $200 $40 $80 $80 $10 $90 $36 $54 $0.54 Year 2 $250 $50 $90 $110 $10 $120 $48 $72 $0.72 $10.00 100.0 $1,000 40% $600 33.3% 33.3% 33.3% 4.0%

Cash Used: Debt Issued: New Shares Issued: Debt Interest Rate: Seller - Financial Profile Share Price: Shares Outstanding: Market Cap: Tax Rate: Seller - Income Statement

Revenue: Cost of Goods Sold: Operating Expenses: Operating Income: Interest Income / (Expense): Pre-Tax Income: Income Taxes: Net Income: Earnings Per Share (EPS): Combined Income Statement

Revenue: Cost of Goods Sold: Operating Expenses: Operating Income: Interest Income / (Expense): Pre-Tax Income: Income Taxes: Net Income: Earnings Per Share (EPS):

Year 1 Combined Revenue: Cost of Goods Sold: Operating Expenses: Operating Income: Interest Income / (Expense): Foregone Interest on Cash:

Year 2

Interest Paid on New Debt: Pre-Tax Income: Income Tax Provision: Net Income: Earnings Per Share (EPS): Shares Outstanding: Accretion / Dilution: Accretion / Dilution %:

$200 $200 20.0 9.0%

$10.00 50.0 $500 35%

Year 1 $100 $30 $30 $40 $0 $40 $14 $26 $0.52

Year 2 $110 $32 $33 $45 $0 $45 $16 $29 $0.59

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