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HIGHLY CONFIDENTIAL

Review of Special Committee Analysis and Assumptions

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English_General

This

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English_Fairness or valuation

Goldman Sachs does not provide legal, tax or accounting advice.

Any tax statements made herein were not intended

or written to be used, and can not be used, for the purpose of avoiding penalties imposed on the relevant taxpayer

for noncompliance of U.S. federal tax laws.  Clients of Goldman Sachs considering the information discussed herein

should obtain their own independent tax advice based on their particular circumstances.

Goldman Sachs is committed to managing securities offerings such

that our clients are treated fairly and to

conducting our business with integrity and according to proper standards.  Our policy is that the pricing of bookbuilt

securities offerings and allocations to investors should be transparent to the issuer or seller(s), consistent with our

responsibilities to our investing clients.  We will endeavor to make available to the issuer or seller(s) relevant

information to make its own, independent decision with respect to the price, structure, timing and other terms of

the offering.  The investors to whom we allocate securities may also be clients of Goldman Sachs or have other

relationships with the firm.  To the extent that actual or potential conflicts arise between the interests of such

investors and those of the issuer or seller(s), we will endeavor in good faith to manage such conflicts fairly.  We will

not make allocations as an inducement for the payment of excessive compensation in respect of unrelated services,

in consideration of the past or future award of corporate finance business, or expressly or implicitly conditional upon

the receipt of other orders for investments or the purchase of other services.  Where we underwrite an offering or

otherwise guarantee a price in connection with an offering, we will take into account our prudential responsibilities

to manage our risk properly when determining allocations and their manner and timing.

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Executive summary

JPMorgan

and

Goldman

Sachs

understand

that

Credit

Suisse

has

reviewed

with

the

Special

Committee,

among

other

things,

Alpha’s

stand-alone

alternatives

and

intrinsic

value,

using

the

management

case

financials

Value

from

stand-alone

alternatives

measured

by

an

assessment

of

future

potential

stock

price

both

with

and

without

a

large

share

repurchase

Intrinsic

value

determined

by

a

discounted

cash

flow

analysis

JPMorgan

and

Goldman

Sachs

believe

that

the

assessment

of

future

stock

price

is

an

inappropriate

valuation

methodology

Inherently

academic

and

subjective

with

value

being

created

through

arbitrage

between

assumed

stock

price

growth

and

selected

discount rate

Core

assumption

is

contradicted

by

4.5

years

of

actual

trading

history

The

Credit

Suisse

share

repurchase

analysis

compounds

the

impact

of

the

future

stock

price

assessment

methodology

Even

more

“value”

generated

on

paper

through

selected

enhanced

inputs

and

the

period

of

time

the

model

is

allowed

to

run

Besides

the

inherent

unreliability

of

a

future

stock

price

assessment,

JPMorgan

and

Goldman

Sachs

disagree

with

various

assumptions

used

in

Credit

Suisse’

share

repurchase

analysis,

including:

Credit

Suisse

analysis

assumes

built-in

multiple

expansion

by

applying

an

average

historical

P/E

multiple,

which

implies

FV/EBITDA

multiple

expansion

into

the

future

Disregards

impact

on

cost

of

equity

of

a

substantially

riskier

investment

from

higher

leverage

Quantitative

output

doesn’t

factor

feasibility

of

execution,

negative

consequences

of

a

buyback

of

40%

of

outstanding

shares

(including

potential

liquidity

constraints),

ownership

consequences

of

a

non-pro

rata

tender

and

advisability

of

operating

as

a

highly

leveraged

public

company

JPMorgan

and

Goldman

Sachs

believe

that

there

are

several

assumptions

being

used

in

the

Credit

Suisse

DCF

analysis

that

are

yielding

results

above

true

intrinsic

value

Credit

Suisse

analysis

adjusts

acquisition

assumptions

and

assumes

aggressive

terminal

value

multiple

which

yields

an

excessively

high

terminal

growth

rate

JPMorgan

and

Goldman

Sachs

believe

that

using

only

the

management

case

financials

in

performing

a

stand-alone

or

intrinsic

value

assessment

is

incomplete

Management

case

assumes

organic

growth,

capital

intensity

declines

and

margin

expansion

improvements

over

historical

results

Management's

forecasting

/

budgeting

philosophy

is

to

set

stretch

goals

2006

YTD

actual

results

are

trending

below

the

management

case

estimate

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Valuation range summary

Price per share

Credit Suisse case

Adjusted 

Credit Suisse case

JPMorgan/

Goldman Sachs case

Unaffected stock price (as of 4/28/06)

$28.11

Offer price

$32.00

Future stock price analysis

$31.00—$33.00

$29.19—$32.94

Not valid analysis

Share buyback

$31.00—$36.00

$30.71—$32.23

$29.81—$30.21

Discounted cash flow

$34.00—$40.00

$26.62—$37.54

$26.62—$37.54

2

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Appendix

Review of management projections

Discounted cash flow analysis

Leveraged recap analysis

Future stock price analysis

3

3

10

16

20

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$0.97

$1.19

$1.26

$1.39

$1.53

2001

2002

2003

2004

2005

Alpha historical EPS

Historically, Alpha stock price has not appreciated in-line with

EPS growth and forward P/E has been declining

Historical 12-month forward P/E

13.0x

14.0x

15.0x

16.0x

17.0x

18.0x

19.0x

04/28/03

01/27/04

10/27/04

07/28/05

04/28/06

Source: Company filings and Factset

Source: Tradeline

Note: CAGR based on stock price performance over 4.5 years; Alpha IPO price of $23

and price as of 4/28/06 of $28.11

Source: Factset

Average historical P/E

1 year

15.8x

2 years

16.1x

3 years

16.5x

Stock price performance since IPO

$15

$20

$25

$30

$35

12/11/01

01/14/03

02/18/04

03/24/05

04/28/06

Alpha historical EBITDA

$648

$730

$838

$836

$895

2001

2002

2003

2004

2005

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Organic growth remains the primary driver of Alpha’s

stock price…

Alpha stock price performance

Note: All organic growth rates from quarterly and annual reports, except for Sep-02 and Sep-03 which were derived from press releases and JPM estimates

YOY organic revenue growth

Stock price and organic growth performance since IPO

2.0%

2.0%

0.0%

2.0%

2.0%

3.0%

5.0%

2.0%

4.0%

4.0%

6.0%

6.0%

6.0%

4.0%

8.0%

7.0%

2.0%

1.0%

0%

2%

4%

6%

8%

10%

12%

Dec-

01

Mar-

02

Jun-

02

Sep-

02

Dec-

02

Mar-

03

Jun-

03

Sep-

03

Dec-

03

Mar-

04

Jun-

04

Sep-

04

Dec-

04

Mar-

05

Jun-

05

Sep-

05

Dec-

05

Mar-

06

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

5

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0.1%

(1.9%)

(0.7%)

0.0%

0.1%

(0.3%)

0.6%

0.0%

0.3%

(0.1%)

0.1%

(0.4%)

(2.1%)

0.1%

(2.5%)

(2.0%)

(1.5%)

(1.0%)

(0.5%)

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

Dec-02

Mar-03

Jun-03

Sep-03

Dec-03

Mar-04

Jun-04

Sep-04

Dec-04

Mar-05

Jun-05

Sep-05

Dec-05

Mar-06

…though operating leverage is a key measure of earnings

sustainability and quality

Note: All operating profit margins taken from quarterly and annual reports

Stock price and operating

margin

performance since IPO

Alpha stock price performance

YOY change in operating profit margin

Op. profit

margin:

5.7%

4.3%

5.5%

7.8%

5.6%

4.3%

5.6%

5.7%

5.3%

4.4%

5.2%

6.3%

5.4%

4.4%

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

6

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Credit Suisse future stock price analysis

Credit Suisse assumptions and methodology

Credit Suisse analysis

A.

Grow stock price at by applying constant P/E multiple (i.e. stock grows by

EPS growth)

B.

Project out up to three years

C.

Apply 16.5x-17.0x 12-month forward P/E, based on unaffected P/E multiple

Based on Alpha 3 year historical forward P/E

D.

Discount at cost of equity of 11%

JPM/GS review of Credit Suisse assumptions

A.

Since

the

IPO,

Alpha

EPS

has

grown

12.1%

per

year,

whereas

stock

price

has

only

appreciated

by

4.6%

per

year

B.

Creates

more

value

the

further

out

you

grow

the

stock

price

due

to

the

arbitrage between

modeled

EPS

growth

and

cost

of

equity

assumption

C.

Current

12-month

forward

P/E

multiple

on

unaffected

price

is

16.0x

(current

12-

month

forward

FV/EBITDA

multiple

is

7.1x)¹

Alpha

historical

forward

multiple

has

been

declining

over

time

—

3-year average forward multiple is 16.5x

—

2-year average forward multiple is 16.1x

—

1-year average forward multiple is 15.8x

D.

Cost of equity is inherently subjective

Credit Suisse analysis adjusted by JPM/GS

1

Current

12-month

forward

EBITDA

multiple

calculated

as

of

04/28/06;

assumes

12-month

forward

EBITDA

of

$1,000mm

based

on

2006E

EBITDA

of

$958mm

and

2007E

EBITDA of

$1,030mm;

fully

diluted

shares

of

181.2mm

and

net

debt

(includes

off-balance

sheet

debt

of

$206mm)

as

of

latest

10-Q

2

Assumes

ending

diluted

shares

outstanding

of

179.8mm

(reflecting

no

share

repurchases)

based

on

management

projections;

cash

flow

to

paydown

debt

adjusted

to

include annual

dividends

of

$50mm

7

Stock price projected to 2007

Forward P/E multiple

16.5x

2008 EPS

$2.16

Implied stock price in 2007

$35.64

Cost of equity

11.0%

Present value of stock

$32.11

Stock price projected to 2008

Forward P/E multiple

16.5x

2009 EPS

$2.46

Implied stock price in 2008

$40.66

Cost of equity

11.0%

Present value of stock

$32.94

Stock price projected to 2007

Forward P/E multiple

(7.1x forward FV/EBITDA)

2

15.8x

2008 EPS

$2.16

Implied stock price in 2007

$34.14

Cost of equity

11.0%

Present value of stock

$30.76

Stock price projected to 2008

Forward P/E multiple

(7.1x forward FV/EBITDA)

2

15.8x

2009 EPS

$2.46

Implied stock price in 2008

$38.81

Cost of equity

11.0%

Present value of stock

$31.50

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Credit Suisse future stock price sensitivities

Implied stock price based on forward P/E multiple

Credit Suisse analysis adjusted by JPMorgan/Goldman Sachs

2008E

PV of stock

15.0x 2009E EPS/(6.9x 2009E EBITDA)

$29.95

15.5x 2009E EPS/(7.0x 2009E EBITDA)

$30.95

16.0x 2009E EPS/(7.2x 2009E EBITDA)

$31.95

Implied stock price based on forward P/E multiple

2007E

PV of stock 

15.0x 2008E EPS/(6.9x 2008E EBITDA)

$29.19

15.5x 2008E EPS/(7.0x 2008E EBITDA)

$30.16

16.0x 2008E EPS/(7.2x 2008E EBITDA)

$31.14

1

Assumes historical CAGR is applied to Alpha undisturbed price as of 4/28/06; implied price in 2008 is discounted back to present using 11% cost of equity

2

Implied forward P/E based on 2009E EPS of $2.46

Historical CAGR (‘01-‘05)

%

PV of price1

Implied fwd P/E2

Stock price appreciation  

4.6%

$24.94

12.5x  

EBITDA CAGR 

8.4%

$26.81

13.4x  

EPS  CAGR  

12.1%

$28.65

14.4x 

Historical CAGR analysis

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This future stock price analysis as of the IPO would indicate a

$44.28 stock price in 2006

Source: Tradeline

1

Based on $23 price at IPO

$15

$20

$25

$30

$35

$40

$45

Stock price performance since IPO

Actual

Future

Fwd EPS

$1.19

$1.36

$1.55

$1.77

$2.02

$2.30

EPS growth

NA

14%

14%

14%

14%

14%

P/E multiple¹

19.3x

19.3x

19.3x

19.3x

19.3x

19.3x

2001

2002

2003

2004

2005

2006 YTD

9

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Appendix

Review of management projections

Discounted cash flow analysis

Leveraged recap analysis

Future stock price analysis

10

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Critique of key assumptions and methodology

Credit Suisse assumptions and methodology

JPM and GS review of CS assumptions

Repurchase 35%-40% of shares outstanding at $32 to

mid-$30s

4.5x leverage is outlier high in public peer group

Increased financial and business risk of operating

below investment grade as a public company

Total leverage post buyback of 4.5x

Refinance existing capital structure;

average cost of debt 7%-8%

Estimate future stock price over two to three years

based on accreted EPS growth rate

Since the IPO, Alpha EPS has grown at 12.1% per

year whereas stock price has only appreciated by

4.6% per year

Inflates value based on high EPS growth from

deleveraging, which will not be accorded the

same value as core earnings growth

Not a valid comparison to a static purchase price

1 turn multiple discount to 16.5x-17.0x P/E is

applied due to increased leverage

Discount at 11% cost of equity

Value to shareholders based on blended value

Current 12-month forward P/E multiple on

unaffected stock price is 16.0x (represents 7.1x

FV/EBITDA)

1 turn discount is subjective

Cost of equity inherently subjective; no attempt

to compensate for increased risk due to proforma

leverage

40% of shares could impact trading fundamentals

A non-pro rata tender could result in an

unexpected change in control

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Leveraged share buyback—review of Credit Suisse’s analysis

Credit Suisse analysis

Credit Suisse analysis adjusted by JPM/GS

$ millions, except per share data

Price per share

$32.00

New debt

$2,250 

Shares repurchased

70.3 

% reduction in shares

39.1%

2006 total debt

$4,325 

2006 EBITDA

$958 

2006 total debt/EBITDA

4.5x

Pro forma 2009E EPS

$2.94 

Forward P/E multiple (7.1x fwd FV/EBITDA)

14.1x

2008E share price

$41.33 

Cost of equity

13.0%

Present value of stock price

$32.37 

% of shares remaining

60.9%

Blended value to shareholders

$32.23 

$ in millions, except per share data

Price per share

$32.00

New debt

$2,250 

Shares repurchased

70.3 

% reduction in shares

39.1%

2006 total debt

$4,325 

2006 EBITDA

$958 

2006 total debt/EBITDA

4.5x

2006 effective interest rate

7.5%

Pro forma 2009E EPS

$2.94 

Standalone forward multiple

17.0x

Multiple discount

(1.0x)

Pro forma forward multiple

16.0x

2008E share price

$46.98 

Cost of equity

11.0%

Present value of stock price

$38.13 

% of shares remaining

60.9%

Blended value to shareholders

$35.73 

Illustrative example: 35—40% buyback

Blended value sensitivities¹

Forward P/E multiple

15.5x

16.0x

16.5x

Implied fwd FV/EBITDA

7.5x

7.7x

7.8x

1 year

$33.41 

$34.08 

$34.76 

2 years

$35.01 

$35.73 

$36.46 

3 years

$36.17 

$36.93 

$37.69 

Forward P/E multiple ²

13.6x

14.1x

14.6x

Implied fwd FV/EBITDA

7.0x

7.1x

7.3x

12.0%

$31.87 

$32.58 

$33.29 

13.0%

$31.52 

$32.23 

$32.93 

14.0%

$31.19 

$31.88 

$32.57 

Forward P/E multiple

13.6x

14.1x

14.6x

Implied fwd FV/EBITDA

7.0x

7.1x

7.3x

1 year

$30.49 

$31.15 

$31.81 

2 years

$31.52 

$32.23 

$32.93 

3 years

$32.15 

$32.87 

$33.60 

Blended value sensitivities

Note: Alpha stand-alone EPS of $1.86, $2.16 and $2.46 in 2007E, 2008E, and 2009E respectively

1

Assumes repurchase at $32.00 a share, cost of equity at 11%

2

Assumes repurchase at $32.00 a share, valuation at 2 years

3

Assumes repurchase at $32.00 a share, cost of equity at 13%

12

2

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3

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Leveraged share buyback—review of Credit Suisse’s analysis

Credit Suisse analysis

Credit Suisse analysis adjusted by JPM/GS

$ millions, except per share data

Price per share

$32.00

New debt

$500 

Shares repurchased

15.6 

% reduction in shares

8.7%

2006 total debt

$2,575 

2006 EBITDA

$958 

2006 total debt/EBITDA

2.7x

Pro forma 2009E EPS

$2.50 

Forward P/E multiple (7.1x fwd FV/EBITDA)

15.6x

2008E share price

$39.06 

Cost of equity

13.0%

Present value of stock price

$30.59 

% of shares remaining

91.3%

Blended value to shareholders

$30.71 

$ in millions, except per share data

Price per share

$32.00

New debt

$500 

Shares repurchased

15.6 

% reduction in shares

8.7%

2006 total debt

$2,575 

2006 EBITDA

$958 

2006 total debt/EBITDA

2.7x

2006 effective interest rate

7.5%

Pro forma 2009E EPS

$2.50 

Standalone forward multiple

16.5x

Multiple discount

(1.0x)

Pro forma forward multiple

15.5x

2008E share price

$38.76 

Cost of equity

11.0%

Present value of stock price

$31.46 

% of shares remaining

91.3%

Blended value to shareholders

$31.50 

Illustrative example: 8—10% buyback

Blended value sensitivities¹

Forward P/E multiple

15.0x

15.5x

16.0x

Implied fwd FV/EBITDA

6.9x

7.1x

7.3x

1 year

$29.44 

$30.33 

$31.22 

2 years

$30.58 

$31.50 

$32.43 

3 years

$31.31 

$32.27 

$33.22 

Blended value sensitivities

Forward P/E multiple

15.1x

15.6x

16.1x

Implied fwd FV/EBITDA

7.0x

7.1x

7.3x

12.0%

$30.30 

$31.21 

$32.12 

13.0%

$29.82 

$30.71 

$31.61 

14.0%

$29.35 

$30.23 

$31.10 

Forward P/E multiple

15.1x

15.6x

16.1x

Implied fwd FV/EBITDA

7.0x

7.1x

7.3x

1 year

$29.18 

$30.05 

$30.93 

2 years

$29.82 

$30.71 

$31.61 

3 years

$30.05 

$30.95 

$31.85 

Note: Alpha stand-alone EPS of $1.86, $2.16 and $2.46 in 2007E, 2008E, and 2009E respectively

1

Assumes repurchase at $32.00 a share, cost of equity at 11%

2

Assumes repurchase at $32.00 a share, valuation at 2 years

3

Assumes repurchase at $32.00 a share, cost of equity at 13%

13

2

2

3

2

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H

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$ millions, except per share values

Source: Management projections

Note:

Unaffected

stock

price as of

04/28/06;

assumes

transaction

date

of

09/30/06;

Average share

count

of

179.8mm

in

2007

and

179.8mm

in

2008

1

Buyback

financed

with

senior

unsecured

term

loan

at

L

+

125

bps;

existing

capital

structure  remains

in

place;

financing

fees

of

$15mm

amortized

over

7

years;

denotes

risk

of

negative

outlook

or

one

notch

downgrade

from

indicated

rating

2

Buyback

financed

with

senior

secured

term

loan

at

L

+

175

bps;

$250mm

5%

senior

notes

due

2012

remain

outstanding,

and

all

other

existing

debt

refinanced

with

senior

secured credit

facilities

at

L

+

175

bps;

total

financing

fees

for

new

and

refinanced

debt

of

$47mm

amortized

over

7

years

3

Buyback

financed

with

$1,450mm

senior

secured

term

loan

at

L

+

200

bps

and

$500mm

senior

unsecured

notes

priced

at

7.50%;

$250mm

5%

senior

notes

dues

2012

remain

in

place,

all

other

existing

debt

refinanced

with

senior

secured

credit

facilities

at

L

+

200

bps;

total

financing

fees

for

new

and

refinanced

debt

of

$54mm

amortized

over

7

years

4

Assumes

unaffected

P/E

of

15.1x

(based

on

standalone

2007E

EPS

and

share

price

of

$28.11

as

of

4/28/06)

applied

to

PF

EPS

JPMorgan and Goldman Sachs leveraged recap analysis

Scenario 1

Scenario 2

Scenario 3

Amount of repurchase:

Standalone

$1,000 million¹

$1,450 million

$1,950 million³

Price paid per share

$28.11 

$30.00

$31.00

$32.00

$30.00

$31.00

$32.00

$30.00

$31.00

$32.00

% premium

6.7%

10.3%

13.8%

6.7%

10.3%

13.8%

6.7%

10.3%

13.8%

Shares repurchased (mm)

33.3 

32.3 

31.3 

48.3 

46.8 

45.3 

65.0 

62.9 

60.9 

% reduction in shares

18.5%

17.9%

17.4%

26.9%

26.0%

25.2%

36.1%

35.0%

33.9%

EPS accretion - FY2007E

$1.86 

7.1%

6.3%

5.6%

5.3%

4.1%

2.9%

6.7%

4.8%

3.1%

EPS accretion - FY2008E

$2.16 

9.0%

8.2%

7.5%

9.2%

7.9%

6.8%

12.8%

10.8%

9.0%

EPS LTGR (06-11 CAGR)

14.1%

16.8%

16.7%

16.5%

17.8%

17.5%

17.2%

19.4%

18.9%

18.5%

Pro forma share price

$30.26 

$30.04 

$29.84 

$29.75 

$29.40 

$29.08 

$30.15 

$29.61 

$29.12 

Blended value 

$30.21 

$30.21 

$30.21 

$29.82 

$29.81 

$29.81 

$30.10 

$30.09 

$30.09 

Total debt/2006E EBITDA

2.0x

3.2x

3.2x

3.2x

3.7x

3.7x

3.7x

4.3x

4.3x

4.3x

2006E EBITDA/net int exp

7.5x

4.9x

4.9x

4.9x

3.9x

3.9x

3.9x

3.3x

3.3x

3.3x

Implied pro forma rating

BBB-

BB+

BB+

BB+

BB

BB

BB

BB-

BB-

BB-

Total debt

$2,075 

$3,091 

$3,091 

$3,091 

$3,572 

$3,572 

$3,572 

$4,080 

$4,080 

$4,080 

JPMorgan and Goldman Sachs do not view future stock price convention to be a valid methodology

for comparisons to a static purchase price

14

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Share repurchase sensitivity analysis

Note: Assumes transaction date of 09/30/06

1

Assumes unaffected P/E of 15.1x (based on standalone 2007E EPS and share price of $28.11 as of 4/28/06) applied to PF EPS

2

Assumes shares repurchased at $31.00

Pro forma price per share sensitivies¹

Blended value sensitivities²

Share repurchase ($mm)

$500

$1,000

$1,450

$1,950

$28.11 

$29.48 

$30.74 

$30.50 

$31.35 

$29.00 

$29.38 

$30.50 

$30.13 

$30.75 

$30.00 

$29.27 

$30.26 

$29.75 

$30.15 

$31.00 

$29.18 

$30.04 

$29.40 

$29.61 

$32.00 

$29.09 

$29.84 

$29.08 

$29.12 

$33.00 

$29.00 

$29.65 

$28.78 

$28.67 

Share repurchase ($mm)

$500

$1,000

$1,450

$1,950

13.6x

$26.71 

$27.77 

$27.66 

$28.19 

14.1x

$27.59 

$28.59 

$28.38 

$28.82 

14.6x 

$28.46 

$29.40 

$29.10 

$29.46 

15.1x 

$29.34 

$30.21 

$29.81 

$30.09 

15.6x

$30.22 

$31.03 

$30.53 

$30.73 

16.0x

$30.83 

$31.60 

$31.04 

$31.18 

Management case

15

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Appendix

Review of management projections

Discounted cash flow analysis

Leveraged recap analysis

Future stock price analysis

16

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Summary of projected free cash flows:

Management

projections

2007E

2008E

2009E

2010E

2011E

Sales

$12,222

$12,904

$13,624

$14,378

$15,162

EBITDA

1,030

1,103

1,171

1,248

1,320

EBIT

664

721

780

836

899

Non tax-deductible amortization

57

56

49

51

41

EBITA

721

778

828

888

940

Taxes

270

292

311

333

352

EBIAT

451

486

518

555

587

Depreciation

$267

$281

$296

$311

$327

Tax-deductible amortization

41

44

47

50

53

Capital expenditures

(341)

(352)

(372)

(392)

(414)

Increase in working capital

(13)

(14)

(14)

(14)

(14)

Deferred taxes

4

6

7

8

9

Other non-cash items

8

8

8

9

9

Acquisitions

(20)

(20)

(85)

(37)

(23)

Unlevered free cash flow

$397

$439

$406

$489

$534

Terminal value adjustments

Deferred taxes deducted since not in perpetuity

(9)

Other non-cash items deducted since not in perpetuity

(9)

Capital expenditures reduced to equal depreciation in perpetuity

87

Tax-deductible amortization prorated for 2.5% long-term growth rate

(11)

Acquisitions added back since not in perpetuity

23

Terminal value

$615

Difference with CS

Add back acquisitions

$20

$20

$85

$37

$23

Unlevered free cash flow

$417

$459

$490

$526

$557

Terminal value (should be unchanged from Credit Suisse)

$615

US $ millions

Note: Does not add back non-cash impact of options expense; assumes dilution from future stock option issuance is equal to cash cost of stock options expense

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Discounted cash flow analysis: Management projections

1,2

CS case (excludes acquisitions, end-of-year convention)

Equity value per share

3,4

Implied perpetuity growth rates of FCF

3,4

Terminal multiple of 2011E EBITDA

8.00x

8.25x

8.50x

8.75x

9.00x

10.00%

3.9%

4.1%

4.3%

4.4%

4.6%

9.75%

3.7%

3.9%

4.0%

4.2%

4.3%

9.50%

3.5%

3.6%

3.8%

4.0%

4.1%

9.25%

3.2%

3.4%

3.6%

3.7%

3.9%

9.00%

3.0%

3.2%

3.3%

3.5%

3.6%

Equity value per share

Implied terminal EBITDA multiple

Perpetuity growth rate

2.00%

2.25%

2.50%

2.75%

3.00%

10.00%

$26.62 

$27.55 

$28.54 

$29.59 

$30.72 

9.75%

$27.81 

$28.81 

$29.87 

$31.01 

$32.23 

9.50%

$29.08 

$30.16 

$31.30 

$32.54 

$33.87 

9.25%

$30.44 

$31.60 

$32.84 

$34.18 

$35.63 

9.00%

$31.90 

$33.15 

$34.50 

$35.96 

$37.54 

Perpetuity growth rate

2.00%

2.25%

2.50%

2.75%

3.00%

10.00%

6.2x

6.4x

6.7x

6.9x

7.2x

9.75%

6.4x

6.7x

6.9x

7.2x

7.5x

9.50%

6.6x

6.9x

7.1x

7.4x

7.7x

9.25%

6.9x

7.1x

7.4x

7.7x

8.0x

9.00%

7.1x

7.4x

7.7x

8.0x

8.4x

1

Projections as per management as of April 19, 2006 

2

Free cash flow discounted to end of September 2006. Terminal value calculated as of fiscal year 2011

3

Assumes net debt of $2,031 and 181.2 million basics shares outstanding as of 30 September 2006.  Net debt also includes $206 million A/R facility

4

Assumes 11.2 million options outstanding with a weighted average strike price of $24.09 per share

Terminal multiple of 2011E EBITDA

8.00x

8.25x

8.50x

8.75x

9.00x

10.00%

$34.44 

$35.51 

$36.57 

$37.64 

$38.70 

9.75%

$34.90 

$35.97 

$37.05 

$38.13 

$39.20 

9.50%

$35.36 

$36.44 

$37.53 

$38.62 

$39.71 

9.25%

$35.82 

$36.92 

$38.03 

$39.13 

$40.23 

9.00%

$36.29 

$37.41 

$38.52 

$39.64 

$40.75 

GS-JPM case (includes acquisitions, mid-year convention)

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Discounted cash flow analysis: Management projections sensitivities

1,2

Sales growth

4.4%

4.7%

5.0%

5.3%

5.6%

8.4 % 

$26.80 

$27.47 

$28.14 

$28.83 

$29.52 

8.5 % 

$27.42 

$28.10 

$28.78 

$29.48 

$30.18 

8.6 % 

$28.04 

$28.73 

$29.42 

$30.12 

$30.83 

8.7 % 

$28.67 

$29.36 

$30.06 

$30.77 

$31.49 

8.8 % 

$29.29 

$29.99 

$30.70 

$31.42 

$32.14 

1

Projections as per management as of April 19, 2006 as adjusted to assume flat annual sales growth rates and EBITDA margins based on sensitivity

2

Free cash flow discounted to end of September 2006. Terminal value calculated as of fiscal year 2011

3

Assumes net debt of $2,031 and 181.2 million basics shares outstanding as of 30 September 2006.  Net debt also includes $206 million A/R facility

4

Assumes 11.2 million options outstanding with a weighted average strike price of $24.09 per share

5

Assumes 9.5% discount rate and 2.5% perpetuity growth rate

Sensitized management projections

Equity value per share

3,4,5

19

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Appendix

Review of management projections

Discounted cash flow analysis

Leveraged recap analysis

Future stock price analysis

20

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Historic revenue growth: organic revenue growth in the last six years has been 4.4% and as low as 1.7%

Management is projecting an increase in organic growth

2000A—2011E

Source: Management

Note:

2006P

uses

year-over-year

growth

rate

as

a

proxy

for

organic

growth.

Does

not

reverse

impact

of

acquired

revenue

from

SeamlessWeb

or

Park

Avenue

acquisitions

Historical vs. projected organic growth

4.4%

5.6%

2000A—2006P

2006P—2011E

4.4% historical organic growth compares to management’s projection of 5.6% for the next five years

$7,048

$7,686

$8,595

$9,591

$10,212

$10,894

$11,572

$12,222

$12,904

$13,624

$14,378

$15,162

5.5%

5.5%

5.6%

5.6%

5.6%

6.2%

4.0%

5.7%

5.2%

5.1%

1.7%

2.6%

0

4,000

8,000

12,000

$16,000

2000A

2001A

2002A

2003A

2004A

2005A

2006F

2007E

2008E

2009E

2010E

2011E

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

Historic and projected revenue growth 2000A—2011E ($ millions)

Organic growth

Revenue

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8.18%

8.22%

8.27%

8.56%

8.68%

8.73%

8.82%

8.84%

8.00%

8.25%

8.50%

8.75%

9.00%

2004A

2005A

2006F

2007E

2008E

2009E

2010E

2011E

Projected EBITDA margin expansion ($ millions)

2006—2011 = 57bps of margin expansion

Management is projecting unprecedented margin expansion

2004A—2011E

Source: Management

Note:

2006

EBITDA

assumes

May

Forecast

and

add-back

of

management’s

estimate

of

$16.8mm

in

non-cash

options

expense

due

to

adoption

of

SFAS

No.

123

in

FY

1Q06.

EBITDA

margin

in

projected

period

also

pro

forma

for

non-cash

options

expense

developed

by

Ernst

&

Young

in

consultation

with

the

Company

Management’s assumes 57 basis points of EBITDA margin expansions

Alpha’s projected margin expansion would exceed historical results

Average EBITDA margin in 2004—2006 was 8.22%

2004—2006: Average of 8.22%

EBITDA margin

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Management is projecting a less capital intensive business

2004A—2011E

Source: Management

Note:

CapEx/EBITDA

assumes

May

Forecast

and

does

not

include

ordinary

course

disposals,

Acquisition

CapEx,

or

SeamlessWeb

earnout

of

$85mm

Management

projections

assume

that

the

business

will

become

less

capital

intensive

over

time

347 basis point decline in Capex/EBITDA between 2006 and 2011

Capex/EBITDA vs. EBITDA margin: 2004A—2011E

37.2%

35.2%

37.0%

35.4%

34.1%

33.9%

33.6%

33.5%

30.0%

32.0%

34.0%

36.0%

38.0%

2004A

2005A

2006F

2007E

2008E

2009E

2010E

2011E

2007—2011: Average of 34.11%

2004—2006: Average of 36.45%

CapEx as a % of EBITDA

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$588.5

$556.2

$615.8

$578.6

$642.2

$618.0

6.1%

5.7%

5.8%

5.6%

5.9%

6.2%

500

550

600

$650

2003P

2003A

2004P

2004A

2005P

2005A

5.0%

5.3%

5.6%

5.9%

6.2%

6.5%

Management has underperformed projected margins

2003A—2005A

Source: Management

Note: EBITDA is not pro forma for non-cash options expense of $16.8mm per adoption of SFAS No.123 in 1Q06

2003—2005 EBIT (Pre-corporate)

($ millions)

Actual

EBIT

has

underperformed

plan

in

both

absolute

dollars

(4%

to

6%

shortfall)

and

margins

(20—30

basis

point

shortfall)

Latest management estimate (May Forecast) of 2006 EBITDA has been a downward revision on both a dollar and margin basis

Actual vs. plan

(5)%

(6)%

(4)%

EBIT margin

EBIT

$958.4

$940.0

8.3%

8.1%

800

900

1,000

$1,100

2006P

2006 May

frcst.

7.0%

7.5%

8.0%

8.5%

9.0%

2006 EBITDA—plan vs. May forecast

($ millions)

Plan vs. May frcst.

(2)%

EBITDA margin

EBITDA

24

Agenda

Page

P

R

O

J

E

C

T

A

L

P

H

A

Appendix

Review of management projections

Discounted cash flow analysis

Leveraged recap analysis

Future stock price analysis

25

3

10

16

20

25

P

R

O

J

E

C

T

A

L

P

H

A

Proposed offer price

Transaction value

Transaction metrics

$ millions, except per share data

Alpha stock price (4/28/06)

$28.11 

Offer price

$32.00 

% premium

13.8%

    Basic shares¹

181.2

Options²

2.8

Fully diluted shares 

184.0

Equity value

$5,887 

Net debt³

2,031

Transaction value

$7,918 

$ millions, except per share data

Premiums to undisturbed:

1-week average

$27.76

15.3%

1-month average

$28.39

12.7%

52-week/all time high

$29.93

6.9%

Implied multiples

Metric

Multiple

Firm value/revenue

2006E

$11,552 

0.69x

2007E

12,222 

0.65 

Firm value/EBITDA

2006E

$958 

8.3x

2006E (revised)

940

8.4

2007E

1,030 

7.7 

Note: Transaction date as of 9/30/06

Source: Company filings, management projections and Tradeline

1

Includes basic shares outstanding of 179.8mm and restricted stock of 1.4mm based on management

2

Calculated using treasury stock method

3

As of 9/30/06; includes off-balance sheet debt of $206mm

26