SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No.1)

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

American Greetings Corporation

(Name of the Issuer)

American Greetings Corporation

Morry Weiss

Judith Stone Weiss

Zev Weiss

Jeffrey Weiss

Gary Weiss

Elie Weiss

Irving I. Stone Limited Liability Company

Century Intermediate Holding Company

Century Merger Company

Three-Twenty-Three Family Holdings, LLC

(Names of Person(s) Filing Statement)

Class A common shares, par value $1.00 per share

Class B common shares, par value $1.00 per share

(Title of Class of Securities)

026375-10-5 (Class A common shares)

026375-20-4 (Class B common shares)

(CUSIP Number of Class of Securities)

American Greetings Corporation Attn: Christopher W. Haffke One American Road Cleveland, Ohio 44144-2398 (216) 252-7300 Zev Weiss c/o American Greetings Corporation One American Road Cleveland, Ohio 44144-2398 (216) 252-7300

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

Baker & Hostetler LLP PNC Center 1900 East 9th Street, Suite 3200 Cleveland, OH 44114-3482 Attn: John M. Gherlein; Robert A. Weible (216) 621-0200 Jones Day North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Attn: Lyle G. Ganske; Robert A. Profusek; James P. Dougherty (216) 586-3939

This statement is filed in connection with (check the appropriate box):

a.	x	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1933.
c.	¨	A tender offer.
d.	¨	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee*
$588,106,593	$80,218

* In accordance with Exchange Act Rule 0-11(c), the filing fee of $80,218 was determined by multiplying 0.0001364 by the aggregate merger consideration of $588,106,593. The aggregate merger consideration was calculated based on the sum of (i) 31,894,936 outstanding common shares (29,011,853 Class A common shares and 2,883,083 Class B common shares) as of April 10, 2013 to be acquired pursuant to the merger multiplied by the $18.20 per share merger consideration, (ii) 49,316 Class A common shares underlying certain restricted stock units held by non-employee directors to be cancelled pursuant to the merger multiplied by the $18.20 per share merger consideration, (iii) (A) 768,867 Class A common shares underlying stock options to be cancelled pursuant to the merger with an exercise price of less than $18.20 multiplied by (B) the excess of the $18.20 per share merger consideration over the weighted average exercise price of $12.94, and (iv) $2,676,966, representing an estimate of the aggregate cash payment to be made with respect to 2,411,811 options to purchase Class A common shares with an exercise price of $18.20 or higher that will be cancelled pursuant to the merger.

x  Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  $80,218	Filing Party:  American Greetings Corporation
Form or Registration No.:  Schedule 14A	Date Filed:  April 17, 2013

Introduction

This Amendment No.1 to Rule 13E-3 Transaction Statement, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) American Greetings Corporation (the “Company”), an Ohio corporation and the issuer of the Class A common shares, par value $1.00 per share (the “Class A common shares”) and the Class B common shares, par value $1.00 per share (the “Class B common shares”) that are subject to the Rule 13e-3 transaction; (ii) Century Intermediate Holding Company (“Parent”), a Delaware corporation; (iii) Century Merger Company (“Merger Sub”), an Ohio corporation and wholly owned subsidiary of Parent; (iv) Morry Weiss, the Chairman of the board of directors of the Company; (v) Zev Weiss, a director and the Chief Executive Officer of the Company; (vi) Jeffrey Weiss, a director and the President and Chief Operating Officer of the Company; (vii) Gary Weiss, an employee and non-executive officer of the Company; (viii) Elie Weiss; (ix) Judith Stone Weiss; (x) Irving I. Stone Limited Liability Company (“Irving Stone LLC”), an Ohio limited liability company; and (xi) Three-Twenty-Three Family Holdings, LLC (“Family LLC”), a Delaware limited liability company. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.” Morry Weiss, Zev Weiss, Jeffrey Weiss, Gary Weiss, Elie Weiss, Judith Stone Weiss and Irving Stone LLC are referred to as the “Family Shareholders.”

This Transaction Statement relates to the Agreement and Plan of Merger, dated March 29, 2013 (as it may be amended from time to time, the “merger agreement”) among the Company, Parent, and Merger Sub. Pursuant to the merger agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company and each Class A common share and Class B common share outstanding at the effective time of the merger (other than shares owned by the Company, Parent (which, at the effective time of the merger, will include Class A common shares and Class B common shares currently held by the Family Shareholders), Merger Sub and holders who have properly demanded dissenters’ rights) will be cancelled and converted into the right to receive $18.20, in cash, without interest.

The board of directors of the Company, with Morry Weiss, Zev Weiss and Jeffrey Weiss (the “Family Shareholder directors”) abstaining, and based in part on the unanimous recommendation of a special committee of independent directors that was established to evaluate and negotiate a potential transaction and consider other alternatives available to the Company (as described more fully in the revised preliminary proxy statement filed herewith as Exhibit (a)(1)), has (i) determined unanimously that the merger agreement and the merger are advisable and are fair to, and in the best interests of, the Company and its shareholders (other than the Family Shareholders, Parent and Merger Sub), including the unaffiliated shareholders, (ii) approved unanimously the merger agreement and the merger, and (iii) resolved unanimously to recommend that the Company’s shareholders vote in favor of the proposal to adopt the merger agreement.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a revised preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from shareholders of the Company in connection with the merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the merger agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Schedule 13E-3 have the meanings given to them in the Proxy Statement.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement was supplied by the Company. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

Item 2. Subject Company Information

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive offices are as follows:

American Greetings Corporation

One American Road

Cleveland, Ohio 44114

(216) 252-7300

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“The Special Meeting—Record Date and Quorum”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding American Greetings—Market Price of the Company’s common shares”

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding American Greetings—Dividends”

“The Merger Agreement—Conduct of Business Pending the Merger”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding American Greetings—Prior Public Offerings”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding American Greetings—Transactions in Common Shares—Transactions in Common Shares by the Family Shareholders, Parent, Merger Sub and Family LLC During the Past Two Years”

Item 3. Identity and Background of Filing Person

(a)—(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“The Parties to the Merger”

“Important Information Regarding American Greetings”

“Important Information Regarding the Family Shareholders, Parent, Merger Sub and Family LLC”

Item 4. Terms of the Transaction

(a) (1) Tender Offers. Not applicable.

(a) (2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Stock Options, Company Restricted Stock Units and Company Performance Shares”

“The Merger Agreement—Payment for the Common Shares in the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“The Special Meeting—Required Vote”

“The Merger Agreement—Conditions to the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Anticipated Accounting Treatment of the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing—Rollover Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“Advisory Vote on Merger Related Compensation”

Annex A: Agreement and Plan of Merger

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“Dissenters’ Rights”

Annex C: Ohio Revised Code Section 1701.85

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Provisions for Unaffiliated Shareholders”

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) (1)—(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Agreements Involving Common Shares”

(b) – (c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“Special Factors—Position of Family LLC, Parent, Merger Sub and the Family Shareholders as to Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Agreements Involving Common Shares”

Annex A: Agreement and Plan of Merger

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing—Rollover Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Special Meeting—Required Vote”

“The Merger Agreement”

“Agreements Involving Common Shares”

Annex A: Agreement and Plan of Merger

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing—Rollover Financing”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Stock Options, Company Restricted Stock Units and Company Performance Shares”

(c) (1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Structure of the Merger”

“The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub”

“The Merger Agreement—Treatment of Company Stock Options, Company Restricted Stock Units and Company Performance Shares”

“Important Information Regarding American Greetings—Dividends”

Annex A: Agreement and Plan of Merger

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“Special Factors—Position of Family LLC, Parent, Merger Sub and the Family Shareholders as to Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

“Special Factors—Material U.S. Federal Income Tax Consequences of the Merger”

“The Merger Agreement—Structure of the Merger”

“Advisory Vote on Merger Related Compensation”

Annex A: Agreement and Plan of Merger

Item 8. Fairness of the Transaction

(a)—(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Peter J. Solomon Company”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“Special Factors—Position of Family LLC, Parent, Merger Sub and the Family Shareholders as to Fairness of the Merger”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

Annex B: Opinion of Peter J. Solomon Company, L.P.

Presentation to the Special Committee of the Board of Directors, dated October 26, 2012, of Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(2) and is incorporated herein by reference.

Presentation to the Special Committee of the Board of Directors, dated November 19, 2012, of Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(3) and is incorporated herein by reference.

Presentation to the Special Committee of the Board of Directors, dated December 7, 2012, of Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(4) and is incorporated herein by reference.

Discussion Materials, dated January 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to special committee, are filed as Exhibit (c)(5) and are incorporated herein by reference.

Discussion Materials, dated February 24, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(6) and are incorporated herein by reference.

Board Discussion Materials, dated March 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee and the board, are filed as Exhibit (c)(7) and are incorporated herein by reference.

Board Discussion Materials, dated March 28, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee and the board, are filed as Exhibit (c)(8) and are incorporated herein by reference.

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special Meeting and the Merger”

“The Special Meeting—Record Date and Quorum”

“The Special Meeting—Required Vote”

“The Merger Agreement—Conditions to the Merger”

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Background of the Merger”

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

(a)—(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Opinion of Peter J. Solomon Company”

“Where You Can Find Additional Information”

Annex B: Opinion of Peter J. Solomon Company, L.P.

Presentation to the Special Committee of the Board of Directors, dated October 26, 2012, of Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(2) and is incorporated herein by reference.

Presentation to the Special Committee of the Board of Directors, dated November 19, 2012, of Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(3) and is incorporated herein by reference.

Presentation to the Special Committee of the Board of Directors, dated December 7, 2012, of Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(4) and is incorporated herein by reference.

Discussion Materials, dated January 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to special committee, are filed as Exhibit (c)(5) and are incorporated herein by reference.

Discussion Materials, dated February 24, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(6) and are incorporated herein by reference.

Board Discussion Materials, dated March 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee and the board, are filed as Exhibit (c)(7) and are incorporated herein by reference.

Board Discussion Materials, dated March 28, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee and the board, are filed as Exhibit (c)(8) and are incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours.

Item 10. Source and Amounts of Funds or Other Consideration

(a)—(b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Special Factors—Financing”

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Fees and Expenses”

“The Merger Agreement—Fees and Expenses”

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding American Greetings—Security Ownership of Management and Certain Beneficial Owners”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors—Financing—Rollover Financing”

“Agreements Involving Common Shares”

“Important Information Regarding American Greetings—Security Ownership of Management and Certain Beneficial Owners”

“Important Information Regarding American Greetings—Transactions in Common Shares”

Annex A: Agreement and Plan of Merger

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“Special Factors—Financing—Rollover Financing”

“The Special Meeting—Required Vote”

“Agreements Involving Common Shares”

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

“Special Factors—Purposes and Reasons of Family LLC, Parent, Merger Sub and the Family Shareholders for the Merger”

“Special Factors—Position of Family LLC, Parent, Merger Sub and the Family Shareholders as to Fairness of the Merger”

Item 13. Financial Information

(a) Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding American Greetings—Historical Selected Financial Information”

“Important Information Regarding American Greetings—Ratio of Earnings to Fixed Charges”

“Important Information Regarding American Greetings—Book Value Per Share”

“Where You Can Find Additional Information”

The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2013 are incorporated herein by reference.

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Advisory Vote on Merger Related Compensation”

“Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger”

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

(a) (1) Proxy Statement of American Greetings Corporation (incorporated by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission, and incorporated herein by reference (the “Proxy Statement”).

(a) (2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).

(a) (3) Letter to the Company Shareholders (incorporated herein by reference to the Proxy Statement).

(a) (4) Notice of Special Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).

(a) (5) Press Release dated April 1, 2013 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed April 1, 2013 and incorporated herein by reference).

(a) (6) Limited Liability Company Agreement of The Irving I. Stone Limited Liability Company, dated as of September 6, 1995.*

(a) (7) Employee Letter and Answers to Employees’ Questions About the Transaction, provided to Company employees on April 1, 2013 (filed on Schedule 14A on April 1, 2013 and incorporated herein by reference).

(b) (1) Commitment Letter, dated March 29, 2013, among Century Intermediate Holding Company, Bank of America, N.A., Deutsche Bank AG New York Branch, Key Bank National Association, Macquarie Capital USA, Inc. and PNC Bank National Association.*

(b) (2) Series A Preferred Stock Purchase Agreement, dated March 29, 2013, between Century Intermediate Holding Company and Koch AG Investment, LLC, and, solely for purposes of Section 12.9, Zev Weiss, Morry Weiss and Jeffrey Weiss and Koch Industries, Inc.*

(c) (1) Opinion of Peter J. Solomon Company, L.P. (incorporated herein by reference to Annex B of the Proxy Statement).

(c) (2) Presentation to the Special Committee of the Board of Directors, dated October 26, 2012, of Peter J. Solomon Company, L.P., provided to the special committee.*

(c) (3) Presentation to the Special Committee of the Board of Directors, dated November 19, 2012, of Peter J. Solomon Company, L.P., provided to the special committee.*

(c) (4) Presentation to the Special Committee of the Board of Directors, dated December 7, 2012, of Peter J. Solomon Company, L.P., provided to the special committee.*

(c) (5) Discussion Materials, dated January 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to special committee.

(c) (6) Discussion Materials, dated February 24, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee.*

(c) (7) Board Discussion Materials, dated March 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee and the board.

(c) (8) Board Discussion Materials, dated March 28, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee and the board.

(d) (1) Agreement and Plan of Merger, dated March 29, 2013, among Century Intermediate Holding Company, Century Merger Company, and the Company (incorporated herein by reference to Annex A of the Proxy Statement).

(d) (2) Rollover and Contribution Agreement, dated March 29, 2013, among Three-Twenty-Three Family Holdings, LLC, Century Intermediate Holding Company, and the Family Shareholders (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed April 1, 2013 and incorporated herein by reference).

(d) (3) Guaranty and Voting Agreement, dated March 29, 2013, among the Family Shareholders and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 1, 2013 and incorporated herein by reference).

(d) (4) Letter Agreement, dated November 2, 2012 (filed as Exhibit 3 to Amendment No. 1 to Schedule 13D filed by Zev Weiss, Jeffrey Weiss, Gary Weiss, Elie Weiss and Morry Weiss on November 5, 2012, and incorporated herein by reference).

(f) Section 1701.85 of the Ohio General Corporation Law (incorporated herein by reference to Annex C of the Proxy Statement).

(g) None.

* Previously filed on April 17, 2013.

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of May 22, 2013

AMERICAN GREETINGS CORPORATION
By:	/s/ Christopher W. Haffke
Name:	Christopher W. Haffke
Title:	Vice President, Secretary and General Counsel
CENTURY INTERMEDIATE HOLDING COMPANY
By:	/s/ Zev Weiss
Name:	Zev Weiss
Title:	Vice President and Secretary
CENTURY MERGER COMPANY
By:	/s/ Zev Weiss
Name:	Zev Weiss
Title:	Vice President and Secretary
THREE-TWENTY-THREE FAMILY HOLDINGS, LLC
By:	/s/ Zev Weiss
Name:	Zev Weiss
Title:	Sole Member
IRVING I. STONE LIMITED LIABILITY COMPANY
By:	/s/ Gary Weiss
Name:	Gary Weiss
Title:	Manager
/s/ Morry Weiss
MORRY WEISS
/s/ Judith Stone Weiss
JUDITH STONE WEISS

/s/ Zev Weiss

ZEV WEISS

/s/ Jeffrey Weiss

JEFFREY WEISS

/s/ Gary Weiss

GARY WEISS

/s/ Elie Weiss

ELIE WEISS

EX-99.(C)(5)

Project Care

Discussion Materials

January 27, 2013

PRELIMINARY DRAFT FOR DISCUSSION PURPOSES ONLY

Exhibit  (c)(5)

1

TABLE OF CONTENTS

I.

Offer and Process Update

2

II.

Update on Public Market Performance

5

III.

Historical and Projected Financial Performance

12

IV.

Valuation Analysis

18

Appendix A.

Selected Additional Financial Information

31

Appendix B.

Selected Additional Trading Information

33

Appendix C.

Selected Additional Valuation Information

36

Appendix D.

Overview

of

Initial

Weiss

Family

Proposal

–

12/5/12

43

2

I.

OFFER AND PROCESS UPDATE

3

OVERVIEW OF PROPOSALS

(a) Assumes

restricted

stock

and

performance

shares

as

of

October

1,

,

2012,

vest

in

change

of

control.

1/17/13 Offer

(Amounts in Millions, except per share data)

•

The Weiss Family submitted an updated proposal dated 1/17/13, increasing its proposed purchase price to $17.50 per share

–

Offer represents a $0.32 per share, or 1.9%, increase from 9/25/12, offer price of $17.18

–

Family stated that it does “not intend to further increase the price of its offer”

–

As stated in proposed contract, offer prohibits payment of dividends (currently $0.15/share) between signing and

closing;

2

quarters

of

missed

dividends

equal

to

~$0.30/share

of

value

•

The

Family

states

that

it

has

“commitments

for

over

$700

million

of

bank

financing”

and

the

remaining

financing

for

the

transaction

will

be

available in the near future; contract indicates financing package will include senior debt and mezzanine debt tranches

•

Weiss Family maintains position that it has “no intention to sell all or any significant portion of its shares”

9/25/12 Offer

Offer Price

$17.50

% Premium to Initial Bid of $17.18

1.9%

% Premium to Share Price ($14.34) on 9/25/12

22.0%

% Premium to 30 Day Prior ($14.30) to 9/25/12

22.4%

Shares Outstanding (a)

32.8

Implied Equity Value

$574.1

Add: Debt (11/23/12)

356.8

Less: Cash (11/23/12)

(63.3)

Net Debt

293.5

Implied Enterprise Value

$867.6

Implied Trailing Adjusted EBITDA Multiple

5.3 x

Implied FY2013E Adjusted EBITDA Multiple

4.4 x

LTM EBITDA For Period Ending 11/23/12

$164.1

FY13E EBITDA (current estimate)

195.6

Offer Price

$17.18

% Premium to Unaffected Share Price ($14.34) on 9/25/12

19.8%

% Premium to 30 Day Prior ($14.30) to 9/25/12

20.1%

Shares Outstanding (a)

32.8

Implied Equity Value

$563.5

Add: Debt (8/24/12)

280.2

Less: Cash (8/24/12)

(61.7)

Net Debt

218.4

Implied Enterprise Value

$781.9

Implied Trailing Adjusted EBITDA Multiple

4.2 x

Implied FY2013E Adjusted EBITDA Multiple

4.0 x

LTM EBITDA For Period Ending 8/24/12

$187.9

FY13E EBITDA as of 12/7/12 Board Meeting

196.1

4

Investor

Date

Shares Owned

Investor Commentary

TowerView

(private equity firm

specializing in LBOs of

middle-market companies in

partnership with company

management)

Letters received on

11/30/12 and 1/18/13

1.45M shares

•

5.0% of Class A

•

4.6% of total shares

•

Owner since March 2006

•

11/30/12:

TowerView

does

not

believe

that

it

is

in

the

shareholders’

best

interest

for

Weiss

Family

to

take

company

private

at

the

offer

price

of

$17.18

–

“The

Family

should

give

Special

Committee

the

right

to

commit

and

sell

their

ownership

in

Company

if

an

outside

party

is willing to pay at least 1 cent more for all shares than an agreed upon deal with the Family”

•

1/18/13:

“New

proposal

continues

to

grossly

undervalue

the

equity

of

American

Greetings”

–

Family is “using coercive tactics to the detriment of all other owners”

–

Special Committee should instead pursue leveraged recapitalization of the Company

Recapitalization would “effectively pay all shareholders $10 per share in cash and distribute a further $5

per share in market value of a new issue of preferred stock”

–

Special Committee should also “level the playing field for all shareholders by declaring a stock dividend of 0.4 shares

of

Class

B

Common

stock

for

all

shareholders”

reduce

voting

power

of

Weiss

Family

from

approximately

50%

to

nearly 20%

Carlson

Capital

(employs multi-strategy

approach including risk

arbitrage, convertible

arbitrage and relative value

arbitrage)

Letter received on

1/18/13 and various

calls with PJSC

396,000 shares

(a)

•

1.4% of Class A

•

1.3% of total shares

•

Ownership acquired during

quarter ended September

30, 2012

•

Carlson Capital believes company will have a greater chance of success in context of private ownership

•

Long term investments such as Cardstore.com and Clinton require trade-offs that seem ill-suited for public markets

•

Weiss Family’s voting control and its unwillingness to sell makes it difficult to extract higher premium

•

If

Weiss

Family

is

unwilling

to

improve

offer,

Carlson

Capital

would

unequivocally

prefer

existing

$17.50

per

share

offer

to

no

deal

at

all

•

Believe

it

is

now

time

to

conclude

negotiations

and

present

an

offer

to

public

shareholders

•

Would

prefer

Committee

put

the

offer

to

shareholder

vote

with

no

recommendation

than

to

decline

the

offer

Pentwater

Capital

Management

(employs merger arbitrage,

long/short and event-driven

strategies)

Called Sullivan &

Cromwell on 1/18/13

550,000 shares

(a)

•

1.9% of Class A

•

1.7% of total shares

•

Ownership acquired during

quarter ended September

30, 2012

•

If

it

is

best

and

final

offer,

Pentwater

wants

Special

Committee

to

either

recommend

deal

or

if

Special

Committee

cannot

endorse,

send

it

to

the

stockholders

and

let

stockholders

decide

for

themselves

•

In

light

of

long-term

issues

with

fundamentals

of

the

business,

particularly

in

the

U.K.,

Pentwater

views

$17.50

as

a

“reasonable

premium”

and

thinks

it

would

take

several

years

for

stock

price

to

get

up

to

that

level

absent

a

deal

•

Would

prefer

a

deal

sooner

rather

than

later

Alan

Doft

(President of Doft &

Company)

Called Steve Smith

on 1/23/13

N/A

•

Has close ties with the Weiss Family and Care (parents were early investors in the stock)

•

Surprised that neither the Special Committee nor the Board of Directors have issued a public statement

•

Interested in talking to the Weiss Family but not to any of the advisors or the Special Committee

•

Doft

wants

the

transaction

to

close;

thought

bid

represented

an

appropriate

offer

PineKnot

Capital

Management

Email sent to Care’s

Investor Relations on

10/16/12

N/A

•

Does

not

believe

it

is

in

the

shareholders’

interest

to

sell

their

ownership

rights

to

the

Weiss

Family

•

Instead,

the

Special

Committee

would

better

serve

shareholders

by:

–

“rejecting

the

offer

and

allowing

the

company

to

operate,

releasing

free

cash

flow

to

equity

in

excess

of

positive

NPV

projects’

funding needs”

–

“Soliciting

a

higher

bid

from

management

or

an

interested

third

party”

INVESTOR COMMENTARY ON OFFERS

(a) Share count as reported by investor. 

Recently received feedback from current shareholders representing ~7.6% of total shares outstanding

(~8.3% of unaffiliated shares)

5

II. UPDATE ON PUBLIC MARKET PERFORMANCE

6

(100%)

(50%)

0%

50%

100%

150%

Jan-11

Apr-11

Jul-11

Oct-11

Jan-12

Apr-12

Jul-12

Oct-12

Jan-13

RELATIVE STOCK PRICE CHART OVER THE LAST TWO YEARS

Source: Capital IQ as of January 24, 2013, market cap weighted.

Note: Social Expression includes CSS Industries, Blyth, 1-800-Flowers.com and CafePress.  Directories include PagesJaunes Groupe, Eniro AB, DexOne Corporation and SuperMedia. Print

Media includes Scholastic, R.R. Donnelly and Quad/Graphics

Social Expression:

(10)%

Care:

(28)%

S&P SmallCap 600:

22%

Directories:

(69)%

Print Media:

(34%)

Relative Closing Stock Price Performance

Social

S&P

Print

Care

Expression

Directories

SmallCap 600

Media

1 Month

(4%)

3%

23%

7%

8%

Since 9/25/12

12%

(42%)

51%

8%

(0%)

3 Month

(7%)

(23%)

61%

11%

(1%)

6 Month

26%

(40%)

66%

17%

10%

1 Year

13%

(47%)

(25%)

15%

13%

2 Year

(28%)

(10%)

(69%)

22%

(34%)

7

Offer Price

$17.50

1/17/13: Weiss

Family announces

revised offer

STOCK PRICE –

SINCE TWO YEARS PRIOR TO OFFER

Source: Public sources. Stock price chart as of January 24, 2013.

12/22/11: Reported Q3

2012 earnings of $0.50 per

share, missing Street

expectations of $0.81 per

share

9/25/12: Weiss

Family announces

offer to take Care

private

$

15.99

$17.18

10/4/11:

Announcement of

Apple Cards app

1-Year Average

$21.82

2-Year  Average

$18.49

Offer Price

$17.18

1-Year Average

$15.08

6-Month Average

$14.44

3-Month Average

$14.15

Average

Between Two

Offers

$16.93

Closing Stock Price History

Pre-9/25/13 Offer

$17.50 Offer Price As

Unaffected Price

Premium / (Discount)

1 Day Prior

$14.34

22.0%

5 Day Average

14.88

17.6%

10 Day Average

15.40

13.6%

20 Day Average

15.12

15.7%

30 Day Average

14.80

18.3%

$17.50

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

$10.00

$15.00

$20.00

$25.00

$30.00

Sep-10

Jan-11

Apr-11

Aug-11

Nov-11

Mar-12

Jun-12

Oct-12

Jan-13

8

STOCK PRICE –

BETWEEN THE ORIGINAL AND REVISED OFFER

Stock price chart as of January 24, 2013. Low excludes pre-offer closing price on September 25, 2012. 

9/25/12

Offer Price

$17.18

1/17/13

Offer Price

$17.50

$

15.99

Low

(1/17/13):

$15.48

High

(12/11/12):

$17.38

Trading Data (9/26/12 - 1/17/13)

Stock Price

Volume

High

$17.38

2,690.2

Low

15.48

71.6

Mean

16.96

430.6

Median

17.01

333.3

$17.18

$17.50

0

500

1,000

1,500

2,000

2,500

3,000

$13.00

$14.00

$15.00

$16.00

$17.00

$18.00

Sep-12

Oct-12

Nov-12

Dec-12

Jan-13

9

JANUARY 17, 2013 –

TRADING VOLUME & PRICES

Source: Capital IQ.

Note: Share price represents price at the first minute of the time frame.

(a)

Intraday high of $16.41 occurred at 9:53AM and intraday low of

$15.06 occurred at 2:36PM.

The intra-day price change from low to high on 1/17/13 was 5.7 standard deviations away from the mean

change, and the trading volume on 1/17/13 was 65% higher than the average daily trading volume during

the period from the original offer date (9/25/12) to the revised

offer date (1/17/13)

Open

$16.30

High

(a)

16.41

Low

(a)

15.06

Close

15.48

81.6

23.9

94.5

66.8

155.4

166.2

69.8

$16.30

$16.06

$15.85

$15.70

$15.36

$15.53

$15.49

0

30

60

90

120

150

180

$14.80

$15.20

$15.60

$16.00

$16.40

9:30AM -

10:29AM

10:30AM -

11:29AM

11:30AM -

12:29PM

12:30PM -

1:29PM

1:30PM -

2:29PM

2:30PM -

3:29PM

3:30PM -

4:00PM

10

SHARES TRADED AT VARIOUS PRICES

2-Year

1-Year

Source: Capital IQ as of January 24, 2013.

(Period

ending

September

25,

2012,

except

for

“Since

9/25

Offer

of

$17.18”

chart)

180-Days

90-Days

30-Days

Since 9/25 Offer of $17.18 (81 Days)

•

97% of shares traded below $17.50 revised offer price over the one-year prior to 9/25/12 offer

•

No shares have traded above $16.88 since the revised offer of $17.50

Avg. Daily Trading Vol. (000s)

409.3

Average Price:

$18.48

Avg. Daily Trading Vol. (000s)

535.8

Average Price:

$15.06

Avg. Daily Trading Vol. (000s)

474.3

Average Price:

$14.44

Avg. Daily Trading Vol. (000s)

361.5

Average Price:

$14.15

Avg. Daily Trading Vol. (000s)

328.0

Average Price:

$15.08

Avg. Daily Trading Vol. (000s)

430.0

Average Price:

$16.92

Total # of Shares Traded (mm)

34.8

% of Total Shares

102.7%

% of Public Float

114.5%

34%

35%

22%

9%

0%

0%

0

1

2

3

4

5

6

7

8

9

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

0%

28%

41%

30%

0%

0%

0

1

2

3

4

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

14%

25%

20%

19%

9%

13%

0%

0

1

2

3

4

5

6

7

8

9

10

Below

$16.70

$16.70-

$16.85

$16.86-

$17.00

$17.01-

$17.10

$17.11-

$17.17

$17.18-

$17.49

$17.50

and

Above

13%

29%

35%

23%

0%

0%

0

5

10

15

20

25

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

19%

17%

25%

21%

15%

3%

0

5

10

15

20

25

30

35

40

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

12%

11%

16%

14%

10%

36%

0

10

20

30

40

50

60

70

80

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

11

DAILY TRADING RANGE –

SINCE 9/25/12

Source: Capital IQ.

Date

Open

Close

High

Low

Volume (000s)

Date

Open

Close

High

Low

Volume (000s)

9/25/12

$14.85

$14.34

$15.00

$14.31

437

11/26/12

17.05

17.13

17.13

16.80

196

9/26/12

14.34

16.82

17.10

16.15

2,690

11/27/12

17.13

17.10

17.15

17.00

445

9/27/12

16.82

17.01

17.09

16.72

1,368

11/28/12

17.10

17.16

17.16

17.10

170

9/28/12

17.01

16.80

17.05

16.64

1,617

11/29/12

17.16

17.20

17.31

17.00

255

10/1/12

16.80

16.78

16.96

16.64

701

11/30/12

17.20

17.24

17.42

17.20

293

10/2/12

16.78

16.72

16.83

16.69

499

12/3/12

17.24

17.22

17.29

17.08

440

10/3/12

16.72

16.75

16.86

16.70

383

12/4/12

17.22

17.15

17.25

17.04

364

10/4/12

16.75

16.84

16.95

16.75

581

12/5/12

17.15

16.89

17.23

16.87

333

10/5/12

16.84

16.76

16.92

16.74

395

12/6/12

16.89

16.56

17.22

16.51

271

10/8/12

16.76

16.82

16.85

16.73

630

12/7/12

16.56

17.14

17.27

16.63

843

10/9/12

16.82

16.90

16.94

16.77

368

12/10/12

17.14

17.31

17.37

17.07

525

10/10/12

16.90

16.93

17.09

16.85

638

12/11/12

17.31

17.38

17.46

17.23

598

10/11/12

16.93

17.00

17.08

16.96

898

12/12/12

17.38

17.21

17.49

17.15

298

10/12/12

17.00

17.05

17.09

16.90

329

12/13/12

17.21

17.20

17.39

17.14

177

10/15/12

17.05

17.06

17.11

17.02

245

12/14/12

17.20

17.21

17.33

17.11

282

10/16/12

17.06

17.03

17.44

17.03

543

12/17/12

17.21

17.26

17.35

17.08

233

10/17/12

17.03

17.01

17.18

17.00

591

12/18/12

17.26

17.26

17.34

17.17

159

10/18/12

17.01

17.06

17.09

17.00

401

12/19/12

17.26

17.20

17.30

17.06

241

10/19/12

17.06

16.99

17.08

16.97

466

12/20/12

17.20

16.98

17.14

16.50

947

10/22/12

16.99

17.07

17.10

17.00

394

12/21/12

16.98

16.85

17.14

16.82

902

10/23/12

17.07

17.10

17.15

17.00

388

12/24/12

16.85

16.66

16.88

16.57

336

10/24/12

17.10

17.15

17.18

17.01

167

12/26/12

16.66

16.66

16.90

16.60

353

10/25/12

17.15

17.19

17.20

17.07

193

12/27/12

16.66

16.86

16.88

16.61

346

10/26/12

17.19

17.15

17.25

17.05

295

12/28/12

16.86

16.78

16.94

16.64

133

10/31/12

17.15

17.17

17.18

17.05

448

12/31/12

16.78

16.89

17.03

16.70

349

11/1/12

17.17

17.29

17.36

17.02

814

1/2/13

16.89

16.94

17.09

16.81

246

11/2/12

17.29

17.12

17.36

17.10

175

1/3/13

16.94

16.95

17.02

16.88

252

11/5/12

17.12

17.17

17.31

17.12

189

1/4/13

16.95

16.93

17.10

16.93

213

11/6/12

17.17

17.21

17.27

17.15

181

1/7/13

16.93

16.67

16.99

16.60

181

11/7/12

17.21

17.10

17.30

17.03

312

1/8/13

16.67

16.63

16.81

16.60

226

11/8/12

17.10

17.01

17.18

17.01

362

1/9/13

16.63

16.56

16.76

16.51

215

11/9/12

17.01

17.02

17.15

16.94

289

1/10/13

16.56

16.56

16.76

16.48

158

11/12/12

17.02

17.06

17.15

16.99

288

1/11/13

16.56

16.85

16.87

16.50

167

11/13/12

17.06

17.06

17.12

17.00

388

1/14/13

16.85

16.90

16.98

16.78

199

11/14/12

17.06

16.95

17.23

16.80

999

1/15/13

16.90

16.54

16.84

16.50

244

11/15/12

16.95

16.95

17.08

16.75

345

1/16/13

16.54

16.30

16.56

16.19

371

11/16/12

16.95

16.90

17.06

16.85

327

1/17/13

16.30

15.48

16.41

15.06

709

11/19/12

16.90

17.05

17.09

16.90

172

1/18/13

15.48

16.29

16.88

16.13

706

11/20/12

17.05

17.10

17.19

16.90

164

1/22/13

16.29

15.94

16.24

15.79

347

11/21/12

17.10

17.13

17.18

16.94

183

1/23/13

15.94

15.90

15.99

15.83

380

11/23/12

17.13

17.05

17.14

16.94

72

1/24/13

15.90

15.99

16.00

15.81

237

As of 1/24/13 closing price of $15.99, the implied annualized IRR between $15.99 and $17.50 equals ~44%

assuming a close in 3 months

12

III. HISTORICAL AND PROJECTED FINANCIAL PERFORMANCE

13

EVOLUTION OF SELECTED KEY METRICS

LTM

FY13E (As Presented At Special Committee

Meetings on Dates Below)

08/24/12

11/23/12

12/28/12

10/26/12

11/19/12

12/07/12

01/27/13

Revenue

$1,708.2

$1,750.0

NA

$1,830.2

$1,840.6

$1,840.6

$1,840.6

EBITDA

187.9

164.1

NA

182.8

183.5

196.1

195.6

Debt

280.2

356.8

$365.2

245.2

245.2

245.2

245.2

Cash

61.7

63.3

61.6

62.1

61.9

39.3

39.3

Net Debt

218.4

293.5

303.6

183.1

183.3

205.8

205.8

14

ADJUSTED EBITDA BRIDGE OVER TIME

Source: Care Treasury Model.

(a)

Adjustment to correct expenses in prior years; aggregate amount of adjustment captured in FY13.

Additional Adjustment Identified

Change in

Estimate

Change in Op.

Performance

Company

Revision to

G&A

Additional

Adjustment

Identified

Adjusted

EBIT

$153.9

$138.0

$150.6

Decrease

Increase

D&A

45.5

45.5

45.5

Reclassified

as Non-

Operating

Company

Revision

$150.1

45.5

$199.4

$3.1

$6.1

$3.3

$2.2

$3.2

$2.5

$10.0

$0.4

$0.1

$1.3

$3.2

$12.3

$4.8

$3.2

$2.1

$0.3

$183.5

$196.1

$195.6

$150

$160

$170

$180

$190

$200

Q2 Estimate

Adjusted

Operating

Income

Other Non

Operating

(Expense)

Income

Clinton Cards

Charges

Scan -BasedGain on Sale of

Trading

Party City

Investment

Voluntary

Compliance

Program(a)

Discontinuation

of Webshots

Weiss

Transaction

Costs

Management

Treasury Model

11.19.12

Operating

Income

Other Non

Operating

(Expense)

Income

Clinton CardsGain on Sale

Charges

of

Party City

Investment

Licensing

Termination

Expense

DiscontinuationManagement

of Webshots

Treasury Model

11.30.12

Voluntary

Compliance

Program(a)

Webshots

Revised

EBITDA

1.08.13

15

ADJUSTED EBITDA BRIDGE

Source: FY10 –

FY12 and LTM based on public filings; FY2013 based on Care Treasury Model.

(a)

Adjustment to correct expenses in prior years; aggregate amount of adjustment captured in FY13.

(Dollars in Millions)

Fiscal Year Ended February 28,

LTM

FYE 2/28,

2010

2011

2012

Nov-12

2013

Operating Income

$139.1

$174.7

$149.6

$48.7

$79.1

Depreciation & Amortization

45.2

41.0

39.2

42.3

45.5

Unadjusted EBITDA

$184.3

$215.8

$188.8

$91.0

$124.6

Charges Associated With Clinton Cards

--

--

--

35.2

36.5

Impairments, debt expense and fees

Party Goods Transaction

(18.4)

--

--

--

--

Gain on sale

Mexico Shutdown

18.2

--

--

--

--

Closing of Carlton Mexico

Retail Disposition

29.2

--

--

--

--

Sales of stores to Schurman

RPG Transaction Costs

--

10.3

--

--

--

Fees associated with purchase of RPG

Lawsuit

24.0

--

--

--

--

Settlement of a RPG lawsuit

Goodwill and Other Intangibles Impairment

--

0.3

27.2

27.2

--

Related to NAGCD, UK and Interactive

Gain from Sale of Intellectual Property

--

--

(4.5)

--

--

Sold certain minor character properties

Gain from Liquidation of Business in France

(3.3)

--

--

--

--

Currency translation adjustment from sale

Loss on Sale of WHQ

--

--

--

--

21.4

Estimated loss on sale of WHQ

Voluntary Compliance Program (a)

--

--

--

--

0.9

Related to prior years' underexpensing catch up

Webshots

(1.7)

(0.7)

2.4

(0.1)

(2.3)

Pro forma adjustment for sale of Webshots

Properties Licensing Termination Expense

--

--

--

2.1

2.1

Termination of Certain Agency Agreements

Proposed Going Private Transaction Costs

--

--

--

2.0

3.2

Current process costs

Scan-Based Trading

1.5

5.7

6.8

6.8

9.2

Impact of scan-based trading conversions

Total Adjustment

$49.5

$15.6

$31.9

$73.2

$71.0

Adjusted EBITDA

$233.8

$231.4

$220.7

$164.1

$195.6

Adjusted EBIT

188.6

190.3

181.4

121.8

150.1

Total Adjustments as % of Adjusted EBITDA

21.2%

6.7%

14.4%

44.6%

36.3%

16

CARE CONSOLIDATED FINANCIAL SNAPSHOT

Total Revenue

Adjusted EBIT and EBITDA

Source: Public filings and Care Management Treasury Model.

10.0%

5.1%

14.2%

14.5%

13.0%

10.7%

10.8%

11.4%

11.9%

Adj. EBITDA

Margin

(Dollars in Millions)

12.2%

12.5%

$129

$37

$189

$190

$181

$150

$151

$157

$163

Adjusted EBIT

$170

$176

(71%)

413%

1%

(5%)

(17%)

0%

4%

4%

% Growth

4%

4%

$1,776

$1,691

$1,641

$1,598

$1,695

$1,841

$1,935

$1,940

$1,945

$1,950

$1,955

$0

$500

$1,000

$1,500

$2,000

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

7.3%

2.2%

11.5%

11.9%

10.7%

8.2%

7.8%

8.1%

8.4%

8.7%

9.0%

% Margin

$177

$87

$234

$231

$221

$196

$208

$221

$231

$238

$244

$0

$50

$100

$150

$200

$250

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

17

CARE CONSOLIDATED FINANCIAL SNAPSHOT

Capital Expenditures (a)

Free Cash Flow (a) (b)

Source: Public filings and Care Management Treasury Model.

(a) Excludes benefits of anticipated tax incentives related to new WHQ.

(b) Defined as Cash Flow from Operations less Capital Expenditures.

3.2%

3.3%

1.6%

2.3%

4.2%

6.9%

8.7%

7.2%

2.4%

(Dollars in Millions)

2.4%

2.4%

% of  Revenue

$187

$17

$171

$143

$46

$16

($9)

$35

$137

$138

$142

-$50

$0

$50

$100

$150

$200

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

$57

$56

$27

$36

$71

$128

$169

$139

$46

$46

$46

$0

$50

$100

$150

$200

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

18

IV. VALUATION ANALYSIS

19

SUMMARY VALUATION ANALYSIS

3.0x –

4.0x Multiple based on $195.6mm

2013E EBITDA and net debt of $206mm

Assumptions

Unaffected price of $14.34 as of 9/25/12

3.0x –

4.0x terminal multiple and 10% -

12%

WACC

(1.25%) –

(5.00%) revenue growth and

0.00% –

(1.00%) incremental EBIT margin at

3.5x terminal multiple and 11.0% WACC

Targets 20%-25% IRR with 3.0x –

4.0x exit

multiple

3.0x –

4.0x multiple from FY14E –

FY18E,

discounted at 12.5% cost of equity

$17.18

20%-30% premium based on premiums paid

analysis

$14.34

Unaffected

Share Price

3.0x –

4.0x Multiple based on $164mm LTM

11/23/12  EBITDA and net debt of $294mm

FY14E-FY18E future share prices at 4.0x

EBITDA multiple, discounted at 12.5% cost

of equity

(1.25%) –

(5.00%) revenue growth and

0.00% –

(1.00%) at 3.0x leverage, 4.0x exit

and 20% IRR target

$17.50

20%-30% premium based on premiums paid

analysis

FY14E-FY18E future share prices at 3.0x

EBITDA multiple, discounted at 12.5% cost

of equity

$6.12

$11.66

$7.95

$15.16

$17.21

$10.73

$16.45

$16.93

$13.72

$10.10

$16.01

$15.83

$11.57

$11.12

$17.58

$13.34

$21.09

$18.64

$14.05

$17.99

$23.22

$18.90

$21.64

$20.30

$19.49

$22.77

$5.00

$10.00

$15.00

$20.00

$25.00

LTM EBITDA

2013E EBITDA

LTM EBITDA

2013E EBITDA

20%-30% Premium to

Unaffected Price

Present Value of Future

Share Price @ 3.0x

Present Value of Future

Share Price @ 4.0x

DCF

DCF Sensitivity

Sum of the Parts

3.0x Leverage

Sensitivity to LBO

$8.00/Share Levered

Recap

Comparable Companies

20% -

30% Premium to Comps

20

0.0 x

2.0 x

4.0 x

6.0 x

8.0 x

Sep-10

Jan-11

Apr-11

Aug-11

Nov-11

Mar-12

Jun-12

Oct-12

Jan-13

CARE HISTORICAL EV/ LTM EBITDA –

FROM TWO YEARS PRIOR TO OFFER

Source: Capital IQ. Capital IQ calculation of enterprise value does include restricted stock or performance shares and may have different adjustments for EBITDA than those used in other

analyses in this presentation. Data as of January 24, 2013.

(a) Statistics are only for pre-offer time period.

Offer Date

9/25/12

1-Year Average

3.9x

2-Year  Average

3.5x

3 and 12-Month

Average

3.1x

6-Month Average

3.0x

Post-Offer

Average

4.4x

Offer Date

1/17/13

LTM EBITDA

decreased 13% at 

Q3 earnings

announcement

5.3x

Mean (a)

Median (a)

30 Days

3.2 x

3.2 x

60 Days

3.1 x

3.1 x

90 Days

3.1 x

3.1 x

6 Months

3.0 x

3.0 x

12 Months

3.1 x

3.1 x

18 Months

3.4 x

3.3 x

24 Months

3.5 x

3.5 x

21

VALUATION MATRIX

(a) Unaffected closing share price on September 25, 2012.

(b) Closing share price on January 24, 2013.

(c) Original offer price on September 25, 2012.

(d) Offer price on January 17, 2013.

(e) Assumes restricted stock and performance shares vest in change of control.

(f) Net debt of $293.5mm represents total debt of $356.8mm less cash of $63.3mm as of November 23, 2012.

(g) Net debt of $205.8mm represents total debt of $245.2mm less cash of $39.3mm estimated as of February 28, 2013.

(Amounts in Millions, except per share data)

LTM (11/23/12) Net Debt of $293.5mm

2013E Net Debt of $205.8mm

EV / LTM

EV / LTM

EV / FY2013E

EV / FY2013

Share

Market

Enterprise

Total Revenue

Adj. EBITDA

Adj. EBITDA

Enterprise

Adj. EBITDA

Price

Cap (e)

Value (f)

$1,750

$164

$196

Value (g)

$196

$13.00

$425.2

$718.7

0.4 x

4.4 x

3.7 x

$631.0

3.2 x

14.34

(a

469.5

763.0

0.4 x

4.6 x

3.9 x

675.3

3.5 x

15.00

491.3

784.9

0.4 x

4.8 x

4.0 x

697.2

3.6 x

15.99

(b

524.1

817.6

0.5 x

5.0 x

4.2 x

729.9

3.7 x

16.00

524.4

818.0

0.5 x

5.0 x

4.2 x

730.3

3.7 x

17.18

(c)

563.5

857.0

0.5 x

5.2 x

4.4 x

769.3

3.9 x

17.50

(d

574.1

867.6

0.5 x

5.3 x

4.4 x

779.9

4.0 x

18.00

590.6

884.2

0.5 x

5.4 x

4.5 x

796.5

4.1 x

19.00

624.1

917.6

0.5 x

5.6 x

4.7 x

829.9

4.2 x

20.00

657.6

951.1

0.5 x

5.8 x

4.9 x

863.4

4.4 x

21.00

691.2

984.8

0.6 x

6.0 x

5.0 x

897.1

4.6 x

22.00

725.1

1,018.6

0.6 x

6.2 x

5.2 x

930.9

4.8 x

23.00

759.2

1,052.7

0.6 x

6.4 x

5.4 x

965.0

4.9 x

24.00

793.8

1,087.3

0.6 x

6.6 x

5.6 x

999.6

5.1 x

25.00

828.8

1,122.3

0.6 x

6.8 x

5.7 x

1,034.6

5.3 x

22

IMPLIED SHARE PRICES –

ILLUSTRATIVE EBITDA LEVELS AND TRADING MULTIPLES

(a) Net debt of $293.5mm represents total debt of $356.8mm less cash of $63.3mm as of November 23, 2012.

(b) Net debt of $205.8mm represents total debt of $245.2mm less cash of $39.3mm estimated as of February 28, 2013.

Note: Share count includes restricted stock and performance shares.

(Amounts in Millions, except per share data)

Based on Net Debt of $293.5mm at November 23, 2012 (a)

Based on Net Debt  of $205.8mm at February 28, 2013 (b)

Illustrative EBITDA

$14.90

$150

$175

$200

$225

$250

2.50 x

$2.51

$4.43

$6.35

$8.26

$10.16

2.75 x

3.66

5.77

7.88

9.97

12.05

3.00 x

4.81

7.12

9.40

11.68

13.95

3.25 x

5.96

8.45

10.92

13.38

15.83

3.50 x

7.12

9.78

12.43

15.08

17.72

3.75 x

8.26

11.11

13.95

16.78

19.59

4.00 x

9.40

12.43

15.46

18.47

21.45

4.25 x

10.54

13.76

16.97

20.15

23.28

4.50 x

11.68

15.08

18.47

21.82

25.07

4.75 x

12.81

16.40

19.97

23.46

26.79

5.00 x

13.95

17.72

21.45

25.07

28.48

Illustrative EBITDA

$14.62

$150

$175

$200

$225

$250

2.50 x

$5.20

$7.12

$9.03

$10.92

$12.82

2.75 x

6.36

8.46

10.55

12.63

14.71

3.00 x

7.51

9.79

12.06

14.33

16.60

3.25 x

8.65

11.11

13.57

16.03

18.48

3.50 x

9.79

12.44

15.08

17.73

20.35

3.75 x

10.92

13.76

16.60

19.41

22.19

4.00 x

12.06

15.08

18.11

21.08

24.01

4.25 x

13.20

16.41

19.60

22.75

25.77

4.50 x

14.33

17.73

21.08

24.37

27.47

4.75 x

15.46

19.04

22.56

25.94

29.17

5.00 x

16.60

20.35

24.01

27.47

30.87

23

IMPLIED SHARE PRICES AT VARIOUS PREMIA

Note: Historical stock prices represent market close values.

Illustrative

Share

Prices

Benchmarked

to

9/25/12

-

Date

of

First

Offer

30-Day Prior

1-Day Prior

30-Day Average

60-Day Average

90-Day Average

180-Day Average

1 Year Average

$14.30

$14.34

$14.80

$14.31

$14.15

$14.44

$15.08

10%

$15.73

$15.77

$16.28

$15.74

$15.57

$15.88

$16.59

20%

17.16

17.21

17.76

17.17

16.98

17.33

18.10

30%

18.59

18.64

19.24

18.60

18.40

18.77

19.60

40%

20.02

20.08

20.72

20.03

19.81

20.22

21.11

50%

21.45

21.51

22.20

21.47

21.23

21.66

22.62

24

SELECTED PUBLIC TRADING MULTIPLES

EV / CY2012E EBITDA Multiples

EV / LTM EBITDA Multiples

BTH: Blythe; CHKE: Cherokee; CKEC: Carmike; CNK: Cinemark; CSS: CSS Industries; DEXO: Dex One; ENRO: Eniro; FLWS: 1-800-Flowers.com; ICON: Iconix; MDP: Meredith; MSO: Martha Stewart Omnimedia; PAJ:

PagesJuanes Groupe; PRSS: CafePress; SCHL: Scholastic; SFLY: Shutterfly; QUAD: Quad/Graphics; RGC: Regal Entertainment; RRD: R.R. Donnelly; SPMD: SuperMedia. Data as of January 24, 2013.

Print Media

Social Expression

Directories

Licensing

Directories Median: 3.9x

Soc. Exp. Median: 4.2x

Print Media Median: 4.1x

Care

Care

Licensing Median: 9.5x

Core Business Comps

Other Related Business Segment

3.5 x

4.2 x

6.9 x

NM

2.9 x

NM

4.2 x

4.2 x

NM

5.2 x

4.3 x

NM

NM

NM

9.8 x

7.3 x

NM

--

4.0 x

8.0 x

Unaffected

Current

FLWS

CSS

PRSS

BTH

RRD

QUAD

SCHL

PAJ

ENRO

DEXO

SPMD

CHKE

ICON

MDP

MSO

Directories Median: 4.8x

Soc. Exp. Median: 4.9x

Print Media Median: 4.2x

Licensing Median: 8.6x

3.7 x

5.0 x

7.6 x

5.1 x

3.3 x

2.8 x

4.1 x

4.1 x

3.8 x

5.2 x

4.3 x

3.5 x

2.5 x

9.7 x

9.5 x

7.7 x

NM

--

2.0 x

4.0 x

6.0 x

8.0 x

10.0 x

Unaffected

Current

FLWS

CSS

PRSS

BTH

RRD

QUAD

SCHL

PAJ

ENRO

DEXO

SPMD

CHKE

ICON

MDP

MSO

Other Related Sector

Core Business Comps

Other Related Business Segment

Other Related Sector

25

FUTURE STOCK PRICE ANALYSIS

Note: Share count based on diluted shares outstanding from Treasury Model.

Future Value (Stock Price at End of FY)

Present Value (at 2/28/13)

Fiscal Year

2013E

2014E

2015E

2016E

2017E

2018E

Adjusted EBITDA

$195.6

$208.5

$221.4

$230.5

$238.0

$244.2

% Growth

(11.4%)

6.6%

6.2%

4.1%

3.2%

2.6%

Net Debt

205.8

234.4

219.2

101.8

(16.1)

(137.7)

(Amounts in Millions, Except Per Share Data)

$8.36

$21.76

$11.25

$25.31

$14.14

$28.86

$17.02

$32.42

$19.91

$35.97

$5.00

$15.00

$25.00

$35.00

$45.00

2013E

2014E

2015E

2016E

2017E

2018E

2.5x

3.0x

3.5x

4.0x

4.5x

$8.36

$12.08

$11.25

$14.05

$14.14

$16.02

$17.02

$17.99

$19.91

$19.96

$5.00

$10.00

$15.00

$20.00

$25.00

2013E

2014E

2015E

2016E

2017E

2018E

2.5x

3.0x

3.5x

4.0x

4.5x

26

DCF SUMMARY

Assumptions –

11/30/12 Management Treasury Model

•

Five year projection period

•

Discounted to February 28, 2013

•

Projected net debt of $205.8mm at February 28, 2013, consisting of total debt of $245.2mm less cash of $39.3mm

Share Price

Current Five-Year Treasury Model

(a) Assumes 11% discount rate and 3.5x terminal multiple.

(b) Versus baseline Adjusted EBIT margin.

Illustrative Sensitivity to DCF (a)

Wtd. Avg. Cost of Capital

$23.22

10.0%

11.0%

12.0%

2.5 x

$16.45

$15.62

$14.84

3.0 x

18.73

17.81

16.93

3.5 x

20.98

19.98

19.01

4.0 x

23.22

22.13

21.08

4.5 x

25.38

24.23

23.12

1.0%

97.2

18.14

20.27

21.41

22.59

23.81

25.07

27.64

Implied Share Price

5-Year

Incremental

Cumulative

EBIT

Implied

Total Revenue Growth in FY14 -

FY18

Margin

Cost Out (b)

(5.00%)

(2.50%)

(1.25%)

0.00%

1.25%

2.50%

5.00%

(1.0%)

($97.2)

$13.72

$15.44

$16.36

$17.33

$18.34

$19.39

$21.63

(0.5%)

(48.6)

14.83

16.66

17.64

18.66

19.73

20.84

23.19

--

--

15.93

17.87

18.90

19.98

21.10

22.27

24.73

0.5%

48.6

17.04

19.07

20.16

21.29

22.47

23.68

26.19

27

SUM OF THE PARTS ANALYSIS

(a)

Based

on

revised

forecast

as

of

January

21,

2013,

other

than

for

In-store

and

Properties

which

are

based

on

November

30,

2012

revised

forecast.

(b) Also includes effect of FX.

(c) Normalized.

(d) Does not equal current Treasury plan EBITDA forecasts, due to UK and other adjustments.

(e) All D&A allocated to NAGCD, except for In-store and Properties.

(f)

Assumes

full

year

net

EBIT

contribution

of

$10.0mm,

in

line

with

11/19/12

Treasury

Model

estimates

for

full-year

FY14

–

FY16

and

January

23,

2013

management

guidance.

(g) Includes restricted stock and performance shares.

(Dollars in Millions)

Revised Management Strategic Plan (a)

FY13E

Multiple Range

Enterprise Value Range

Segment

EBITDA (d)

Low

Mid

High

Low

Mid

High

NAGCD

$214.4

(e)

2.5 x

3.5 x

4.5 x

$536.0

$750.3

$964.7

Cardstore

(27.3)

2.5 x

3.5 x

4.5 x

(68.4)

(95.7)

(123.0)

Subtotal

187.0

467.6

654.7

841.7

International (b)

23.8

2.5 x

3.5 x

4.5 x

59.5

83.3

107.1

Retail Operations (Clinton)

~10.0

(f)

2.5 x

3.5 x

4.5 x

25.0

35.0

45.0

AG Interactive

11.8

6.0 x

7.0 x

8.0 x

70.8

82.6

94.4

In-Store

7.7

2.5 x

3.5 x

4.5 x

19.2

26.9

34.6

Subtotal

240.3

642.2

882.5

1,122.8

Properties (c)

4.5

7.0 x

8.5 x

10.0 x

31.5

38.3

45.0

Unallocated Overhead

(55.4)

2.5 x

3.5 x

4.5 x

(138.4)

(193.8)

(249.2)

Sum of the Parts Total Value

$535.2

$726.9

$918.6

FY2013 Net Debt

(205.8)

(205.8)

(205.8)

Implied Equity Value

329.4

521.1

712.8

Share Price (g)

$10.10

$15.97

$21.64

Premium to Unaffected Share Price ($14.34)

(29.6%)

11.4%

50.9%

Premium to 9/25/12 Offer ($17.18)

(41.2%)

(7.0%)

25.9%

Premium to 1/17/13 Offer ($17.50)

(42.3%)

(8.7%)

23.6%

28

SUMMARY FINANCIAL ANALYSIS OF ILLUSTRATIVE LBO

Interest Coverage and Leverage Ratios

(a)

Assumes

transaction

date

of

February

28,

2013,

exit

in

Year

5

and

$2.3mm

addback

to

EBITDA

for

public

company

expenses

for

FY14E

to

FY18E.

(b)

Does not factor in potential consent fees or changes to interest

rate.

Implied IRR Based on Purchase Price and Exit Multiple

Fiscal Year

2013PF

2014E

2015E

2016E

2017E

2018E

EBITDA (a)

$195.6

$210.8

$223.8

$232.8

$240.3

$246.6

Debt

586.8

627.1

602.9

473.8

339.4

225.2

Cash

39.3

60.0

60.0

60.0

60.0

88.7

EBITDA /

Total Interest, Gross

5.2 x

5.4 x

5.8 x

6.6 x

8.5 x

11.7 x

(EBITDA - Cap. Ex.) /

Total Interest, Gross

1.8 x

1.1 x

2.2 x

5.3 x

6.9 x

9.5 x

Total Debt / EBITDA

3.0 x

3.0 x

2.7 x

2.0 x

1.4 x

0.9 x

•

Assumes illustrative capital structure targeting ~30% equity contribution at 3.0x total pro forma leverage

•

Assumes no make-whole payment on existing 7.375% Senior Notes

(b)

Illustrative Sources at $17.50 per Share Purchase Price

Illustrative Uses at $17.50 per Share Purchase Price

Debt / FY13E

$

%

Rate

EBITDA

$

%

Current Senior Notes

$225.2

27.0%

7.38%

1.2 x

Cash Purchase Price of Equity

$574.1

68.8%

Term Loan B

361.6

43.3%

5.75%

1.8 x

Existing Debt

245.2

29.4%

Equity Contribution

247.4

29.7%

Estimated Fees and Expenses

14.9

1.8%

Total Sources

$834.2

100.0%

3.0 x

Total Uses

$834.2

100.0%

Purchase Price per Share

--

$17.50

$18.00

$19.00

$20.00

$21.00

2.50 x

14%

13%

10%

8%

6%

3.00 x

20%

18%

15%

13%

11%

3.50 x

24%

22%

20%

17%

15%

4.00 x

28%

26%

23%

21%

18%

4.50 x

32%

30%

27%

24%

22%

29

ILLUSTRATIVE LBO SENSITIVITY –

OPERATING PERFORMANCE

Assumptions

•

Illustrative view of potential LBO assuming 3.0x Total Debt / FY13 EBITDA leverage

•

Illustrative share prices assuming target IRR of 20%

•

Transaction date of February 28, 2013

•

4.0x exit multiple

•

$2.3mm addback to EBITDA for elimination of public company expenses

Five-Year LBO Sensitivity –

11/30/12

Current Five-Year Treasury Model

Total Revenue Growth

$20.30

(5.00%)

(2.50%)

(1.25%)

0.00%

1.25%

2.50%

5.00%

(1.0%)

$15.83

$17.14

$17.85

$18.59

$19.35

$20.16

$21.87

(0.5%)

16.54

17.93

18.67

19.45

20.26

21.10

22.89

0.0%

17.25

18.71

19.49

20.30

21.15

22.03

23.90

0.5%

17.96

19.48

20.30

21.15

22.04

22.96

24.90

1.0%

18.66

20.25

21.10

21.99

22.92

23.87

25.86

30

FUTURE STOCK PRICE ANALYSIS BASED ON ILLUSTRATIVE LEVERED RECAP

Note: Share count based on diluted shares outstanding from Treasury Model.

(a)Assumes $271mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.6x Total Debt / FY13 EBITDA).

(b)Does

not

factor

in

potential

consent

fees

or

changes

to

interest

rate.

•

Assumes a $8.00 dividend is paid on February 28, 2013

(a)

•

Assumes no make-whole payment on existing 7.375% Senior Notes

(b)

(Amounts in Millions, Except Per Share Data)

Management Treasury Model - 11.30.12

Fiscal Year

2013E

2014E

2015E

2016E

2017E

2018E

Adjusted EBITDA

$195.6

$208.5

$221.4

$230.5

$238.0

$244.2

% Growth

(11.4%)

6.6%

6.2%

4.1%

3.2%

2.6%

Net Debt

476.6

495.3

470.1

339.8

204.3

61.5

Adj. EBITDA

Stock Price at End of Fiscal Year

Multiple

2013E

2014E

2015E

2016E

2017E

2018E

Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples:

2.5

x

$0.36

$0.80

$2.54

$7.08

$11.53

$15.97

3.0

3.25

4.02

5.91

10.53

15.04

19.52

3.5

6.14

7.24

9.27

13.98

18.55

23.07

4.0

9.03

10.46

12.64

17.44

22.06

26.62

4.5

11.92

13.67

16.01

20.89

25.57

30.17

Present Value at February 28, 2013

Present Value of Stock Price Assuming 12.5% Cost of Equity:

2.5

x

$0.36

$0.71

$2.01

$4.97

$7.20

$8.86

  Plus: Present Value of Ongoing Annual Dividend

3.0

3.25

3.57

4.67

7.40

9.39

10.83

3.5

6.14

6.43

7.33

9.82

11.58

12.80

4.0

9.03

9.29

9.99

12.25

13.77

14.77

4.5

11.92

12.16

12.65

14.67

15.96

16.74

Present Value at February 28, 2013

Present Value Stock Price Including $8.00 Dividend:

2.5

x

$8.36

$8.71

$10.00

$12.97

$15.19

$16.86

  Plus: Present Value of Ongoing Annual Dividend

3.0

11.25

11.57

12.66

15.39

17.38

18.83

3.5

14.14

14.43

15.32

17.82

19.58

20.80

4.0

17.02

17.29

17.98

20.24

21.77

22.77

4.5

19.91

20.15

20.64

22.67

23.96

24.74

31

APPENDIX A. SELECTED ADDITIONAL FINANCIAL INFORMATION

32

SUMMARY HISTORICAL AND PROJECTED FINANCIAL PERFORMANCE

Source: FY10 –

FY12 and LTM based on public filings; FY2013 –

FY2016 based on Care Treasury Model.

(a) FY13-FY16 adjusted for updated FY13 income statement. Revised balance

sheet and cash flow statement not yet available.

(b) Excludes benefits of anticipated tax incentives related to new WHQ.

(c) Defined as Cash Flow from Operations less Capital Expenditures.

(d) Assumes tax rate of 31.3% consistent with previous Treasury Model (current model not updated by Care tax department).

(Dollars in Millions, except per share data)

Fiscal Year Ended February 28,

LTM

Projected Fiscal Year Ended February 28,

2010A

2011A

2012A

Nov-12

2013E (d)

2014E

2015E

2016E

Total Revenue

$1,640.9

$1,597.9

$1,695.1

$1,750.0

$1,840.6

$1,935.1

$1,939.9

$1,944.8

Cost of Goods Sold

691.4

682.4

741.6

775.6

811.7

851.4

851.6

851.8

Gross Profit

949.5

915.5

953.5

974.4

1,028.9

1,083.6

1,088.3

1,093.0

SG&A and Other Expense

760.8

725.2

772.1

852.6

883.5

932.9

931.3

929.7

Adjusted EBITDA including SBT Expense

232.3

225.6

213.8

157.3

186.4

208.5

221.4

230.5

Adjusted EBITDA

233.8

231.4

220.7

164.1

195.6

208.5

221.4

230.5

Adjusted EBIT including SBT Expense

187.1

184.6

174.6

115.0

140.9

150.8

157.0

163.3

Adjusted EBIT

188.6

190.3

181.4

121.8

150.1

150.8

157.0

163.3

Net Income as Reported

81.6

87.0

57.2

(7.9)

37.3

83.4

87.8

91.4

Diluted Earnings Per Share as Reported

$2.03

$2.11

$1.42

($0.23)

$1.10

$2.58

$2.67

$2.74

Margins

Gross Profit

57.9

%

57.3

%

56.2

%

55.7

%

55.9

%

56.0

%

56.1

%

56.2

%

SG&A

46.6

46.0

46.1

49.2

50.7

48.3

48.1

47.9

Adjusted EBITDA

14.2

14.5

13.0

9.4

10.6

10.8

11.4

11.9

Adjusted EBIT including SBT Expense

11.4

11.6

10.3

6.6

7.7

7.8

8.1

8.4

Adjusted EBIT

11.5

11.9

10.7

7.0

8.2

7.8

8.1

8.4

Net Income as Reported

5.0

5.4

3.4

(0.5)

2.0

4.3

4.5

4.7

Growth Rates

Net Sales

(3.0)

%

(2.6)

%

6.1

%

(16.6)

%

8.6

%

5.1

%

0.3

%

0.3

%

Adjusted EBITDA

169.4

(1.0)

(4.6)

(40.6)

(11.4)

6.6

6.2

4.1

Adjusted EBIT including SBT Expense

406.2

(1.4)

(5.4)

(46.5)

(19.3)

7.0

4.2

4.0

Adjusted EBIT

412.9

0.9

(4.7)

(45.3)

(17.3)

0.5

4.2

4.0

Diluted Earnings Per Share

NM

3.9

(32.7)

(108.2)

(22.4)

133.9

3.6

2.6

Summary Balance Sheet and Cash Flow Data (a)

Cash

$137.9

$215.8

$132.4

$63.3

$39.3

$53.7

$82.0

$243.4

Total Debt

329.7

232.7

225.2

356.8

245.2

288.2

301.2

345.2

Depreciation and Amortization

45.2

41.0

39.2

42.3

45.5

57.7

64.4

67.2

Capital Expenditures (b)

(26.6)

(36.3)

(70.9)

(109.4)

(127.8)

(169.2)

(139.1)

(46.0)

Free Cash Flow (b) (c)

170.9

143.5

45.6

65.8

16.4

(9.5)

34.7

137.1

33

APPENDIX B. SELECTED ADDITIONAL TRADING INFORMATION

34

CURRENT CARE SHAREHOLDERS

(a)

Includes

only

RSUs

and

exercisable

options

held

by

directors

and

executive

officers.

(b) Includes all Weiss individuals listed plus Irving Stone LLC and related foundations.

(c) Source: Company's Proxy Statement dated June 15, 2012.

(d) Source: Bloomberg, Capital IQ.

(e) Dawson Investments filed a 13D on October 23, 2012, declaring beneficial ownership of 5.0% of common shares.

(f) Towerview filed a 13D on October 3, 2012, declaring beneficial ownership of 5.0% of common shares.

(g) Marathon Asset Management filed a 13G on January 24, 2013 that stated a new share count of 1,329,507.

(h) Shares outstanding as of December 27, 2012. Source: Company's Form 10-Q for the period ended November 23, 2012.

(Amounts in Thousands)

Common Shares

% of

Exercisable

Beneficial Ownership

% of Total

Class A

Class B

Total

Options (a)

Economic

Voting

Economic

Voting

Zev Weiss

--

49.1

0.2

%

502.4

551.5

5,515.0

1.6

%

8.1

%

Morry Weiss

--

213.4

0.7

145.3

358.7

3,413.4

1.1

5.0

Jeffrey Weiss

4.3

35.2

0.1

318.1

357.5

3,536.7

1.1

5.2

Irving Stone LLC

--

1,818.2

5.7

--

1,818.2

18,181.8

Irving I. Stone Foundation

--

204.0

0.6

--

204.0

2,039.6

Irving I. Stone Support Foundation

--

200.0

0.6

--

200.0

2,000.0

Irving Stone LLC & related foundations

--

2,222.1

7.0

--

2,222.1

22,221.5

6.6

32.6

Total Weiss Family & Foundations (b)

4.3

2,519.8

8.0

965.8

3,489.9

34,686.6

10.3

50.9

Other Inside Owners (c)

Zev Weiss

--

49.1

0.2

%

502.4

551.5

5,515.0

1.6

%

8.1

%

Morry Weiss

--

213.4

0.7

145.3

358.7

3,413.4

1.1

5.0

Jeffrey Weiss

4.3

35.2

0.1

318.1

357.5

3,536.7

1.1

5.2

Charles A. Ratner

15.1

16.2

0.1

66.9

98.3

244.2

0.3

0.4

Jerry Sue Thornton

--

13.8

0.0

66.9

80.7

204.9

0.2

0.3

Jeffrey D. Dunn

--

--

--

45.9

45.9

45.9

0.1

0.1

William E. MacDonald, III

1.0

--

0.0

45.9

46.9

46.9

0.1

0.1

Michael J. Merriman, Jr.

--

--

--

52.9

52.9

52.9

0.2

0.1

Stephen J. Smith

12.0

--

0.0

96.1

108.2

108.2

0.3

0.2

John W. Beeder

--

--

--

30.1

30.1

30.1

0.1

0.0

Michael L. Goulder

16.1

--

0.1

265.6

281.7

281.7

0.8

0.4

Scott S. Cowen

0.8

2.0

0.0

66.9

69.7

87.6

0.2

0.1

Other Insiders

136.2

(0.0)

0.4

556.9

693.1

693.1

2.0

1.0

Total Other Insiders

181.3

32.0

0.7

%

1,294.2

1,507.5

1,795.6

4.4

%

2.6

%

Top 10 Institutions (d)

Dimensional Fund Advisors

3,045.8

--

9.6

%

--

3,045.8

3,045.8

9.0

%

4.5

%

BlackRock

2,729.6

--

8.6

--

2,729.6

2,729.6

8.1

4.0

LSV Asset Management

2,232.1

--

7.1

--

2,232.1

2,232.1

6.6

3.3

River Road Asset Management

2,045.9

--

6.5

--

2,045.9

2,045.9

6.0

3.0

The Vanguard Group

2,034.6

--

6.4

--

2,034.6

2,034.6

6.0

3.0

Intrepid Capital Management Inc.

1,826.6

--

5.8

--

1,826.6

1,826.6

5.4

2.7

Dawson Investments (e)

1,580.6

--

5.0

--

1,580.6

1,580.6

4.7

2.3

Towerview (f)

1,450.0

--

4.6

--

1,450.0

1,450.0

4.3

2.1

Marathon Asset Management (g)

1,329.5

--

4.2

--

1,329.5

1,329.5

3.9

2.0

Northern Trust Global Investments

1,293.4

--

4.1

--

1,293.4

1,293.4

3.8

1.9

Total Top 10 Institutions

19,568.0

--

61.8

%

--

19,568.0

19,568.0

57.7

%

28.7

%

Public and Other

9,027.5

305.0

29.5

%

--

9,332.5

12,077.7

27.5

%

17.7

%

Total Shares Outstanding (h)

28,781.0

2,856.8

92.0

%

2,260.0

33,897.8

68,127.8

100.0

%

100.0

%

35

OWNERSHIP MOMENTUM

Holder

Current

9/30/2012

6/30/2012

3/31/2012

12/31/2011

9/30/2011

6/30/2011

3/31/2011

12/31/2010

9/30/2010

6/30/2010

3/31/2010

Dimensional Fund Advisors

3,046

3,052

3,096

3,245

3,251

3,297

3,305

3,335

3,357

3,381

3,463

3,724

BlackRock

2,730

2,730

2,641

2,508

2,699

2,668

2,695

2,733

2,756

2,670

2,691

2,717

LSV Asset Management

2,232

2,232

2,168

2,022

1,991

2,042

2,069

2,164

2,177

2,242

2,247

2,302

River Road Asset Management

2,046

2,046

2,200

2,099

1,595

408

236

29

--

--

--

--

The Vanguard Group

1,951

1,951

2,035

1,870

1,888

2,013

1,768

1,754

1,672

1,625

1,601

1,544

Intrepid Capital Management

1,827

1,827

1,827

1,697

1,704

949

974

1,063

1,005

963

--

--

Dawson Investments

1,581

--

--

--

--

--

--

--

--

--

--

--

Towerview

1,450

1,416

1,230

1,208

1,208

1,070

1,070

1,115

1,115

1,105

1,105

1,320

Marathon Asset Management, LLP

1,330

3,635

5,304

5,560

5,204

4,435

4,439

4,462

4,424

4,162

4,150

3,937

Northern Trust Global Investments

1,293

1,293

1,278

1,328

1,253

1,235

1,213

1,214

1,152

1,162

1,191

1,226

American Greetings Corporation, Retirement P

1,167

1,167

1,167

923

923

923

923

--

--

--

--

1,543

WEDGE Capital Management L.L.P.

951

951

923

958

948

643

446

391

--

--

--

--

State Street Global Advisors

852

852

864

1,305

1,314

1,358

1,452

1,562

1,405

1,392

1,457

1,449

First Wilshire Securities Management

762

762

802

816

829

848

859

863

787

791

--

--

Wells Capital Management Incorporated

618

618

658

674

506

508

363

394

472

481

482

486

Columbia Management Investment Advisers,

616

616

750

739

734

623

621

598

570

585

473

40

Schroder Investment Management Limited

554

554

29

--

841

478

435

355

642

843

461

325

JPMorgan Asset Management Holdings Inc.

516

516

410

398

508

514

452

383

388

385

379

590

Nantahala Capital Management,

468

468

--

--

--

--

--

--

--

--

--

--

Buckhead Capital Management, LLC

433

433

483

605

674

1,816

2,040

2,259

2,289

2,151

1,894

1,885

26,422

27,119

27,864

27,954

28,071

25,826

25,360

24,672

24,210

23,938

21,593

23,089

Increase

Decrease

No Change

(Amounts in Thousands)

Source: CapitalIQ as of January 24, 2013.

36

APPENDIX C. SELECTED ADDITIONAL VALUATION INFORMATION

37

COMPARABLE COMPANIES

Note: CAGRs (Compound Annual Growth Rates) and Averages are for the last three completed fiscal years for each company. All operating data has been adjusted to exclude unusual and extraordinary items.

(a) Source of projected EPS, EBITDA and growth rate estimates: ThomsonReuter's median estimate of Wall Street analysts as of 1/18/13. For unaffected Care we have used research estimates as of 6/29/12.

(b) Enterprise value represents equity value plus book values of

total debt, including preferred stock and minority interest less cash. Care unaffected enterprise value assumes net debt of $218.4 as of 8/24/12.

(c) Excludes Care.

(Amounts in Millions, Except for Per Share Amounts)

MARKET DATA

Closing

Premium (Discount)

Enterprise Value as a Multiple of:

Price/Earnings Multiples

5 Year

CY2013

LTM

Total

Price on

to 52 Week

Equity

Enterprise

LTM

CY2012

CY2012

CY2013

Growth

PE/

EBITDA

Debt/

Selected Companies

1/24/13

High

Low

Value

Value (b)

Net Sales

EBITDA

EBITDA

EPS (a)

EPS (a)

Rate (a)

Growth

Margin

EBITDA

Care - Unaffected

$14.34

(29.6)

%

14.7

%

$469.2

$687.6

40.3

%

3.7

x

3.5

x

8.5

x

5.6

x

NM

%

NM

x

10.9

%

1.5

x

Care - Current

$15.99

(9.1)

27.9

523.8

817.4

46.7

5.0

4.2

20.0

6.8

NM

NM

9.4

2.2

Blyth, Inc.

15.15

(66.8)

2.9

258.4

300.6

25.0

2.8

NM

NM

NM

NM

NM

8.8

0.9

1-800-Flowers.com Inc.

3.77

(5.8)

74.5

244.6

301.3

41.9

7.6

6.9

18.0

13.5

NM

NM

5.5

1.6

CafePress Inc.

5.83

(69.6)

39.1

99.8

47.4

23.7

3.3

2.9

14.2

12.7

NM

NM

7.2

0.2

CSS Industries Inc.

22.41

(3.5)

24.1

214.6

204.7

53.2

5.1

NM

11.7

NM

NM

NM

10.4

--

Social Expression Median (c)

(36.3)

%

31.6

%

33.4

%

4.2

x

4.9

x

14.2

x

13.1

x

NM

%

NM

x

8.0

%

0.5

x

Social Expression Mean (c)

(36.4)

35.2

35.9

4.7

4.9

14.6

13.1

NM

NM

8.0

0.7

R.R. Donnelley & Sons Company

9.25

(38.9)

7.8

1,669.3

5,081.7

49.4

4.1

4.2

5.2

5.4

1.3

4.4

12.0

3.1

Scholastic Corporation

29.68

(20.9)

22.2

939.8

900.1

42.4

3.8

NM

9.9

15.3

NM

NM

11.1

0.7

Quad/Graphics, Inc.

22.20

2.8

88.9

1,055.2

2,385.4

57.1

4.1

4.2

11.7

11.9

0.8

14.9

13.8

2.3

Print Media Median (c)

(20.9)

%

22.2

%

49.4

%

4.1

x

4.2

x

9.9

x

11.9

x

1.0

%

9.6

x

12.0

%

2.3

x

Print Media Mean (c)

(19.0)

39.7

49.6

4.0

4.2

8.9

10.9

1.0

9.6

12.3

2.0

SuperMedia Inc.

4.28

(5.3)

183.4

67.1

1,491.1

104.6

2.5

NM

NM

NM

-

NM

41.2

2.5

Eniro AB

14.00

(17.2)

91.8

214.6

653.5

104.1

4.3

4.3

8.4

6.0

(1.3)

NM

24.1

3.2

Dex One Corporation

2.04

(8.5)

209.1

103.8

2,012.9

149.0

3.5

NM

NM

NM

-

NM

42.6

3.5

PagesJaunes Groupe

2.28

(38.5)

83.9

841.5

3,175.2

220.7

5.2

5.2

3.6

3.8

(3.1)

NM

42.3

5.0

Directories Median (c)

(12.8)

%

137.6

%

126.8

%

3.9

x

4.8

x

6.0

x

4.9

x

(0.7)

%

NM

x

41.7

%

3.3

x

Directories Mean (c)

(17.4)

142.0

144.6

3.9

4.8

6.0

4.9

(1.1)

NM

37.5

3.5

Meredith Corporation

35.42

(4.9)

31.5

1,576.5

1,954.0

139.3

7.7

7.3

12.9

13.9

15.0

0.9

18.1

1.6

Iconix Brand Group, Inc.

23.99

3.6

65.1

1,663.7

2,182.1

599.2

9.5

9.8

14.4

12.6

10.1

1.2

63.3

2.1

Martha Stewart Living Omnimedia Inc.

2.74

(42.6)

15.6

183.8

132.2

65.1

NM

NM

NM

18.3

NM

NM

NM

--

Cherokee Inc.

14.10

(7.0)

37.4

118.4

129.4

487.4

9.7

NM

16.4

13.8

NM

NM

50.3

1.0

Licensing Median (c)

(6.0)

%

34.5

%

313.3

%

9.5

x

8.6

x

14.4

x

13.9

x

12.6

%

1.1

x

50.3

%

1.3

x

Licensing Mean (c)

(12.7)

37.4

322.7

8.9

8.6

14.5

14.6

12.6

1.1

43.9

1.2

38

SCATTERPLOT OF SELECTED TRANSACTIONS

Source: Alacra.

Note: Excludes financial services, insurance, real estate and healthcare companies.  Mergers of equals are also excluded.

Unaffected Premium

% of

to One-Day Prior

# of Deals

Total

0-20%

45

36%

20-30%

25

20%

30%+

55

44%

Total

125

100%

56% of selected

transactions had

an unaffected

premium of less

than 30%

100% cash transactions over last 5 years with a deal value between $250M -

$1B

--

10%

20%

30%

40%

50%

60%

--

100

200

300

400

500

600

700

800

900

1,000

Deal Value ($)

39

PREMIA PAID IN SELECTED TRANSACTIONS

Source: Alacra.

(a)

Excludes

certain

industry

sectors

including

financial

services,

insurance,

real

estate

and

healthcare

companies.

Mergers

of

equals

are

also

excluded.

100% cash transactions over last 5 years with a deal value between $250M -

$1B (a)

Unaffacted Premium to /

Deal

Enterprise

One-Day

Five- Day

One-Month

Announced

Seller

Buyer

Value

Value

Prior

Prior

Prior

Nov-12

Teavana Holdings, Inc.

Starbucks Corp.

$598.2

$607.0

53%

48%

20%

Oct-12

Ceradyne, Inc.

3M Co.

860.6

916.5

43%

40%

44%

Aug-12

TPC Group, Inc.

First Reserve Corp. / SK Capital Management LLC

705.5

918.2

14%

12%

21%

Aug-12

Pure Energy Services Ltd.

FMC Technologies, Inc.

271.8

298.2

40%

49%

56%

Aug-12

SpringSoft, Inc.

Synopsys, Inc.

413.5

332.7

31%

36%

43%

Jul-12

AuthenTec, Inc.

Apple, Inc.

356.1

337.3

58%

60%

74%

Jul-12

Peet's Coffee & Tea, Inc.

Joh. A. Benckiser GmbH

967.7

935.3

29%

37%

22%

Jul-12

Wnrttembergische Metallwarenfabrik AG

KKR & Co. LP

282.7

466.8

24%

25%

23%

Jul-12

BrightPoint, Inc.

Ingram Micro, Inc.

622.5

787.4

66%

97%

78%

Jun-12

Invesco Asset Management Ltd. / Lansdowne Par

Upsher-Smith Laboratories, Inc.

423.5

429.0

17%

20%

64%

Jun-12

Miranda Technologies, Inc.

Belden, Inc.

357.5

322.3

64%

54%

31%

May-12

Interline Brands, Inc.

Interline Brands, Inc. /Private Group/

749.9

734.1

42%

41%

23%

May-12

Benihana, Inc.

JAMG LLC

292.2

285.6

23%

18%

27%

May-12

Cost Plus, Inc.

Bed Bath & Beyond, Inc.

494.8

631.0

22%

16%

23%

May-12

Charming Shoppes, Inc.

Ascena Retail Group, Inc.

859.1

783.7

25%

25%

27%

May-12

Standard Microsystems Corp.

Microchip Technology, Inc.

856.6

709.5

41%

41%

46%

Apr-12

Knology, Inc.

Avista Capital Holdings LP

763.7

1,428.9

9%

12%

10%

Apr-12

Umeco PLC

Cytec Industries, Inc.

425.4

411.7

46%

41%

55%

Apr-12

X-Rite, Inc.

Danaher Corp.

477.9

617.4

39%

23%

21%

Apr-12

Viasystems North America, Inc.

Viasystems Group, Inc.

267.0

252.9

6%

7%

19%

Mar-12

Great Wolf Resorts, Inc.

Apollo Management LP

162.4

745.2

19%

19%

50%

Mar-12

Archipelago Learning, Inc.

PLATO Learning, Inc.

292.3

324.4

23%

17%

11%

Dec-11

WCA Waste Corp.

Macquarie Group Ltd.

154.1

526.9

30%

31%

36%

Dec-11

Winn-Dixie Stores, Inc.

Lone Star Management Co. Ltd.

537.3

429.7

75%

82%

51%

Dec-11

DemandTec, Inc.

International Business Machines Corp.

446.4

427.5

57%

73%

75%

Nov-11

Magma Design Automation, Inc.

Synopsys, Inc.

503.1

474.9

32%

32%

46%

Nov-11

Tekelec

Siris Capital

761.8

491.3

11%

12%

69%

Aug-11

Renaissance Learning, Inc.

Permira Advisers LLP

455.0

448.3

31%

18%

24%

Jul-11

SFN Group, Inc.

Randstad Holding NV

686.4

682.5

53%

44%

52%

Jul-11

Ameron International Corp.

National-Oilwell Varco, Inc.

770.9

633.6

28%

27%

31%

Jun-11

Central Vermont Public Service Corp.

Gaz MTtro LP

472.3

668.7

2%

3%

54%

Jun-11

MediaMind Technologies, Inc.

DG FastChannel, Inc.

429.6

413.1

38%

35%

57%

Jun-11

EMS Technologies, Inc.

Honeywell International, Inc.

513.2

481.2

33%

30%

31%

Jun-11

Ness Technologies, Inc.

Citigroup, Inc.

296.7

343.0

18%

30%

18%

May-11

California Pizza Kitchen, Inc.

Golden Gate Capital

454.8

437.8

11%

14%

16%

May-11

DEI Holdings, Inc.

Charlesbank Capital Partners LLC

114.6

332.6

187%

194%

164%

May-11

Volcom, Inc.

PPR SA

598.4

517.0

24%

32%

45%

Apr-11

SMART Modular Technologies (WWH), Inc.

Silver Lake Group LLC

603.1

523.7

13%

16%

40%

Apr-11

Bronco Drilling Co., Inc.

Chesapeake Energy Corp.

316.8

306.3

6%

6%

14%

Apr-11

LaBarge, Inc.

Ducommun, Inc.

304.7

326.3

10%

14%

20%

Apr-11

Epicor Software Corp.

Apax Partners LLP

801.9

945.3

11%

18%

20%

Mar-11

Rural/Metro Corp.

Warburg Pincus & Co.

437.8

674.1

37%

39%

10%

Mar-11

drugstore.com, Inc.

Walgreen Co.

406.1

400.2

112%

117%

103%

Mar-11

Global Defense Technology & Systems, Inc.

Ares Partners Management Co. LLC

224.2

303.2

51%

48%

39%

Feb-11

Conexant Systems, Inc.

Golden Gate Capital

197.3

302.5

27%

47%

71%

Feb-11

Silverleaf Resorts, Inc.

Cerberus Capital Management LP

102.6

507.4

72%

84%

145%

Jan-11

Pre-Paid Legal Services, Inc.

MidOcean Partners

651.0

601.3

10%

10%

6%

Dec-10

Applied Signal Technology, Inc.

Raytheon Co.

525.4

520.9

9%

9%

15%

Nov-10

Art Technology Group, Inc.

Oracle Corp.

948.7

889.8

46%

37%

54%

40

PREMIA PAID IN SELECTED TRANSACTIONS (CONT.)

Unaffacted Premium to /

Deal

Enterprise

One-Day

Five- Day

One-Month

Announced

Seller

Buyer

Value

Value

Prior

Prior

Prior

Oct-10

Hawk Corp.

Carlisle Cos., Inc.

$388.0

$396.2

2%

12%

38%

Oct-10

Thermadyne Holdings

Irving Place Capital

203.3

374.4

2%

5%

33%

Oct-10

Actel Corp.

Microsemi Corp.

551.9

516.3

30%

29%

50%

Oct-10

ITC DeltaCom, Inc.

EarthLink, Inc.

251.0

494.2

96%

94%

67%

Sep-10

Keithley Instruments, Inc.

Danaher Corp.

340.9

302.1

74%

81%

108%

Sep-10

Internet Brands, Inc.

Hellman & Friedman LLC

617.9

580.6

47%

38%

29%

Sep-10

Cellu Tissue Holdings, Inc.

Clearwater Paper Corp.

242.2

495.0

51%

51%

38%

Aug-10

Cogent, Inc.

3M Co.

930.5

912.5

18%

20%

17%

Aug-10

Unica Corp.

International Business Machines Corp.

451.8

408.7

120%

133%

124%

Aug-10

Superior Well Services, Inc.

Nabors Industries Ltd.

681.5

847.4

21%

14%

35%

Jul-10

ATC Technology Corp.

GENCO Supply Chain Solutions

503.9

409.0

43%

47%

42%

Jun-10

Argon ST, Inc.

The Boeing Co.

755.5

713.8

41%

34%

45%

Jun-10

SonicWALL, Inc.

Ontario Teachers' Pension Plan Board / Thoma Bravo

633.6

602.1

32%

29%

19%

Apr-10

Palm, Inc.

Hewlett-Packard Co.

961.9

976.6

23%

17%

6%

Apr-10

Protection One, Inc.

GTCR Golder Rauner LLC

394.2

802.1

13%

24%

48%

Mar-10

Bell Microproducts, Inc.

Avnet, Inc.

248.7

569.6

30%

33%

53%

Mar-10

BWAY Holding Co.

Madison Dearborn Partners LLC

448.3

829.9

15%

15%

25%

Mar-10

Techwell, Inc.

Intersil Corp.

400.7

394.3

49%

64%

70%

Mar-10

SouthWest Water Co.

SouthWest Water Co. /Private Group/

302.8

454.9

56%

62%

76%

Feb-10

Bowne & Co., Inc.

R.R. Donnelley & Sons Co.

461.0

453.2

65%

69%

57%

Jan-10

Lodgian, Inc.

Lone Star Investment Advisors LLC

54.1

344.1

40%

43%

82%

Jan-10

K-Tron International, Inc.

Hillenbrand, Inc.

426.3

371.6

32%

33%

51%

Dec-09

Airvana, Inc.

72 Mobile Holdings LLC

486.4

473.6

23%

22%

24%

Dec-09

FGX International Holdings Ltd.

Essilor International SA

437.0

530.4

10%

24%

40%

Nov-09

Semitool, Inc.

Applied Materials, Inc.

361.6

342.5

31%

51%

21%

Oct-09

iPCS, Inc.

Sprint Nextel Corp.

402.6

730.5

34%

35%

43%

Sep-09

GenTek, Inc.

American Securities LLC

386.7

538.9

41%

40%

41%

Sep-09

Parallel Petroleum Corp.

Apollo Global Management LLC

131.2

453.4

11%

51%

45%

Aug-09

Charlotte Russe Holding, Inc.

Advent International Corp.

368.3

308.3

27%

28%

44%

Jul-09

SPSS, Inc.

International Business Machines Corp.

922.5

744.7

42%

47%

48%

Jun-09

Axsys Technologies, Inc.

General Dynamics Corp.

627.8

601.6

8%

9%

30%

Jun-09

Wind River Systems, Inc.

Intel Corp.

884.3

809.7

44%

49%

65%

Jan-09

Interwoven, Inc.

Autonomy Corp. PLC

760.5

622.0

37%

25%

47%

Sep-08

Secure Computing Corp.

McAfee, Inc.

393.9

485.4

27%

53%

24%

Sep-08

Eagle Test Systems, Inc.

Teradyne, Inc.

360.6

319.6

10%

11%

42%

Aug-08

Greenfield Online, Inc.

Microsoft Corp.

460.9

429.5

32%

42%

61%

Aug-08

SI International, Inc.

Serco Group PLC

425.5

512.8

40%

43%

53%

Jul-08

EnergySouth, Inc.

Sempra Energy

498.9

747.8

23%

39%

19%

Jul-08

Excel Technology, Inc.

GSI Group, Inc.

347.5

321.7

41%

45%

26%

May-08

Anthony Crane Rental Holdings LP

Platinum Equity LLC

425.0

425.0

19%

19%

19%

Mar-08

BladeLogic, Inc.

BMC Software, Inc.

775.1

695.2

19%

26%

62%

Jan-08

NuCo2, Inc.

Aurora Capital Group LP

444.4

471.5

25%

20%

13%

Jan-08

ASV, Inc.

TEREX Corp.

481.2

447.2

46%

48%

54%

Dec-07

MTC Technologies, Inc.

BAE Systems PLC

364.1

444.9

41%

45%

38%

Dec-07

Claymont Steel Holdings, Inc.

Evraz Group SA

412.8

575.3

7%

3%

15%

Oct-07

Covad Communications Group, Inc.

Platinum Equity LLC

305.1

440.1

59%

59%

34%

Oct-07

Oglebay Norton Co.

L.V.I. Holding NV

520.3

647.3

5%

8%

20%

Oct-07

United Industrial Corp.

Textron, Inc.

801.9

933.7

7%

6%

19%

Source: Alacra.

(a)

Excludes

certain

industry

sectors

including

financial

services,

insurance,

real

estate

and

healthcare

companies.

Mergers

of

equals

are

also

excluded.

100% cash transactions over last 5 years with a deal value between $250M -

$1B (a)

41

PREMIA PAID IN SELECTED TRANSACTIONS (CONT.)

Unaffacted Premium to /

Deal

Enterprise

One-Day

Five- Day

One-Month

Announced

Seller

Buyer

Value

Value

Prior

Prior

Prior

Aug-07

Gateway, Inc.

Acer, Inc.

$709.4

$783.8

57%

45%

12%

Aug-07

Infocrossing, Inc.

Wipro Ltd.

416.2

530.1

5%

7%

11%

Jul-07

Keystone Automotive Industries, Inc.

LKQ Corp.

795.3

774.9

10%

14%

19%

Jul-07

Option Care, Inc. (Illinois)

Walgreen Co.

677.2

780.0

27%

28%

35%

Jun-07

Color Kinetics, Inc.

Royal Philips Electronics NV

732.3

687.7

14%

25%

58%

Jun-07

Friendly Ice Cream Corp.

Freeze Operations Holding Corp.

126.7

334.6

8%

14%

4%

Jun-07

1-800 Contacts, Inc.

Fenway Partners LLC

341.5

375.8

21%

29%

39%

May-07

CT Communications, Inc.

Windstream Corp.

639.2

664.3

46%

48%

21%

May-07

Stride Rite Corp.

Payless ShoeSource, Inc.

753.3

831.9

35%

39%

35%

May-07

Pioneer Cos., Inc.

Olin Corp.

414.4

405.3

19%

21%

22%

May-07

24/7 Real Media, Inc.

WPP Group PLC

603.6

556.0

4%

9%

39%

May-07

Agile Software Corp.

Oracle Corp.

463.6

367.5

12%

10%

18%

May-07

eCollege.com

Pearson PLC

503.8

495.7

7%

21%

25%

Apr-07

Inter-Tel (Delaware), Inc.

Mitel Networks Corp.

699.1

664.2

7%

8%

10%

Apr-07

webMethods, Inc.

Software AG

517.3

436.3

26%

27%

30%

Mar-07

Eschelon Telecom, Inc.

Integra Telecom, Inc.

542.6

667.8

17%

20%

30%

Mar-07

Stratos Global Corp.

Communications Investment Partners Ltd.

276.9

604.3

21%

22%

48%

Mar-07

MapInfo Corp.

Pitney Bowes, Inc.

437.1

396.6

53%

50%

48%

Mar-07

Sunterra Corp.

Diamond Resorts LLC

322.3

667.2

7%

36%

33%

Mar-07

The Topps Co., Inc.

Madison Dearborn Partners LLC / The Tornante Co. L

378.0

349.9

9%

8%

4%

Mar-07

SafeNet, Inc.

SafeNet, Inc. /Private Group/

605.8

520.4

2%

4%

21%

Feb-07

Steel Technologies, Inc.

Mitsui & Co. Ltd.

391.6

513.8

63%

59%

74%

Feb-07

SEMCO ENERGY, Inc.

Lindsay Goldberg & Co. LLC

288.7

847.1

36%

37%

36%

Feb-07

Central Parking Corp.

KCPC Holdings, Inc.

728.8

855.7

6%

11%

23%

Feb-07

Wild Oats Markets, Inc.

Whole Foods Market, Inc.

553.6

662.0

17%

20%

30%

Feb-07

Keane, Inc.

Citigroup Venture Capital International

845.5

888.4

19%

18%

18%

Jan-07

BMP Marketing, Inc.

The Carlyle Group LLC

439.3

727.3

29%

32%

31%

Jan-07

Altiris, Inc.

Symantec Corp.

985.5

839.0

22%

26%

28%

Mean

32%

35%

40%

Median

27%

29%

35%

Source: Alacra.

(a)

Excludes

certain

industry

sectors

including

financial

services,

insurance,

real

estate

and

healthcare

companies.

Mergers

of

equals

are

also

excluded.

100% cash transactions over last 5 years with a deal value between $250M -

$1B (a)

42

WEIGHTED AVERAGE COST OF CAPITAL

(a) Source: Bloomberg 5-year adjusted daily beta as reported on January 24, 2013.

(b) Assumes book value of debt approximates market value.

(c) Unlevered Beta = Levered Beta / {1+(Net Debt/Market Equity)*(1-Tax Rate)}.

(d) 10-year Treasury Note yield as of January 24, 2013.

(e) Source: Ibbotson 2012 Yearbook.

(f) Size premium of 2.51% for companies with market capitalizations between $423.0mm and $682.8mm.

(g) Marginal tax rate based on Management estimates.

(h) WACC = (Net Debt/Capital) * After-Tax Cost of Debt + (Equity/Capital) * Cost of Equity.

(i) Relevered Beta = Unlevered Beta * {1+(Net Debt/Equity)*(1-Tax Rate)}.

(j) Cost of Equity = Risk Free Rate + (Relevered Beta * Market Risk Premium) + Size Premium.

(k) Median Unlevered Beta of Comps.

Comparable Companies

Assumptions

Current

Net Debt/

Risk Free Rate of Return (d)

1.87%

Levered

Market

Unlevered

Market Risk Premium (e)

6.62%

Name

Beta (a)

Equity (b)

Beta (c)

Size Premium (e) (f)

2.51%

American Greetings Corp.

1.219

63.8%

0.864

Marginal Tax Rate (g)

35.60%

1-800-Flowers.com Inc.

1.298

23.2%

1.129

CSS Industries Inc.

1.133

--

1.133

CafePress Inc.

1.288

--

1.288

Blyth, Inc.

1.281

--

1.281

R.R. Donnelley & Sons Company

1.170

203.5%

0.506

Quad/Graphics, Inc.

1.322

126.8%

0.728

Scholastic Corporation

1.048

--

1.048

Mean (Excluding American Greetings Corp.)

1.220

50.5%

1.016

Median (Excluding American Greetings Corp.)

1.281

0.0%

1.129

American Greetings Corp. Observed Weighted Average Cost of Capital (h)

Capital Structure

Cost of Equity

Cost of Debt

Net Debt/

Net Debt/

Unlevered

Levered

Cost of

Before

After

Based on:

Capital

Equity

Beta

Beta (i)

Equity (j)

Tax

Tax

WACC

Company Beta and Company D/E

38.9%

63.8%

0.864

1.219

12.4%

7.38%

4.75%

9.5%

Median Beta of Comps and Company D/E

10.4%

11.6%

1.089

1.170

12.1%

6.94%

4.47%

11.3%

Median Beta of Comps and D/E of Comps

0.0%

0.0%

1.129

1.129

11.9%

6.71%

4.32%

11.9%

Sensitivity to Capital Structure and Rates

Cost of Equity

Weighted Average Cost of Capital

Net Debt/

Net Debt/

Unlevered

Levered

Cost of

Pre-Tax Cost of Debt

Capital

Equity

Beta (k)

Beta (i)

Equity (j)

6.0%

7.0%

8.0%

9.0%

10.0%

11.0%

12.0%

0%

0.0%

1.129

1.129

11.9%

0%

11.9%

11.9%

11.9%

11.9%

11.9%

11.9%

11.9%

10%

11.1%

1.129

1.210

12.4%

10%

11.5%

11.6%

11.7%

11.7%

11.8%

11.9%

11.9%

20%

25.0%

1.129

1.311

13.1%

20%

11.2%

11.4%

11.5%

11.6%

11.7%

11.9%

12.0%

30%

42.9%

1.129

1.441

13.9%

30%

10.9%

11.1%

11.3%

11.5%

11.7%

11.9%

12.1%

40%

66.7%

1.129

1.614

15.1%

40%

10.6%

10.8%

11.1%

11.4%

11.6%

11.9%

12.1%

50%

100.0%

1.129

1.857

16.7%

50%

10.3%

10.6%

10.9%

11.2%

11.6%

11.9%

12.2%

60%

150.0%

1.129

2.221

19.1%

60%

10.0%

10.3%

10.7%

11.1%

11.5%

11.9%

12.3%

70%

233.3%

1.129

2.827

23.1%

70%

9.6%

10.1%

10.5%

11.0%

11.4%

11.9%

12.3%

43

APPENDIX D. OVERVIEW OF INITIAL WEISS FAMILY PROPOSAL –

12/5/12

44

PRELIMINARY FINANCING OVERVIEW

•

The

Weiss

Family

submitted

an

updated

proposal

dated

Dec.

5,

2012,

reaffirming

its

initial

proposed

purchase

price

of

$17.18

per

share

•

The

Family

states

it

has

made

meaningful

progress

in

obtaining

debt

financing

in

support

of

its

updated

offer

•

Bank of America, KeyBanc, Macquarie and PNC Bank are prepared to

collectively commit up to $542 million in Senior Secured Credit

Facilities

and

a

$200

million

Senior

Unsecured

Bridge

Facility

(a)

;

KeyBanc,

Merrill

Lynch,

Macquarie

and

PNC

will

serve

as

joint

lead

arrangers

and

joint

book

running

managers

on

the

Facilities

•

KeyBanc,

as

sole

lead

arranger,

sole

bookrunner

and

sole

syndication

agent,

has

provided

a

“highly

confident”

letter

on

the

syndication

of a Junior Holdco Facility of at least $150 million

–

Highly speculative security

–

According to KeyBanc, this Facility could range from being a mezzanine-like term loan to preferred equity

•

Additionally, $80 million of proceeds are targeted from a Real Estate Facility (for which no supporting information was provided), $59.7

million from the rollover of Weiss Family equity and $10.6 million from cash on the balance sheet

–

No contribution reflected from Weiss Family beyond rollover equity, according to Family advisors

•

Fee letter not provided (impacts sources and uses)

(a) May take the form of $200mm in Senior Bridge Facility at rates described on page 3.

(b) Source: Draft commitment letter.

(c) Term Loan and Revolving Credit Facilities priced at L + 450 bps, with a 125 bps LIBOR floor for Term Loan. 

(d) Bridge Facility priced at L + 925 bps –

1375 bps depending upon credit ratings and period outstanding. PJSC assumes bond deal is done at 9.0%.

(e) Rate not provided in offer. Analysis assumes 13.0% cash pay and 2.0% PIK.

(f) Rate not provided in offer. Analysis assumes 8.0% interest rate.

(g) FY2013 EBITDA of $196.1mm.

(h) Purchase of 32.8mm shares at $17.18 per share, including RSUs and performance shares.

(i)

Assumes

inclusion

of

any

OID

fees

associated

with

any

of

the

debt

securities.

Sources (b)

Uses (b)

Debt / FY13E

$

%

Rate

EBITDA (g)

$

%

Term Loan Facility (c)

$392.0

43.9%

5.75%

2.0 x

Cash Purchase Price of Equity (h)

$563.1

63.1%

Revolving Credit Facility (c)

--

--

5.75%

Existing Debt (incl. make-whole)

285.8

32.0%

Senior Notes or Bridge Facility (d)

200.0

22.4%

9.00%

1.0 x

Estimated Fees and Expenses (i)

43.4

4.9%

Junior Holdco Facility (e)

150.0

16.8%

15.00%

0.8 x

Real Estate Facility (f)

80.0

9.0%

8.00%

0.4 x

Equity Contribution (Rollover)

59.7

6.7%

--

Cash from Balance Sheet

10.6

1.2%

--

Total Sources

$892.3

100.0%

4.2 x

Total Uses

$892.3

100.0%

45

FACILITY SOURCES

•

Commercially reasonable senior leverage at 2.0x

•

Term loan contemplated as Term Loan B is sold to institutional investors rather than traditional banks

•

Key terms at current market rates:

–

L + 450 bps with 1.25% floor

–

Commitment fee: 0.50% per annum

–

TL: 6-year term; RC: 5-year term

–

1% amortization per annum on TL

–

50% Excess Cash Flow Sweep

–

101 “soft call”

–

Financial Covenants: Maximum Leverage Ratio and Minimum Fixed Charge Coverage Ratio, both to be defined

–

Leverage less than 3.25x Consolidated Total Debt / Consolidated EBITDA prior to close

–

No flex language provided

–

No OID or commitment fee provided for Senior Credit Facilities

•

Commitment letter expires on December 12, 2012 at 5:00pm if not executed and accepted loan commitments expire on April 5,

2013, although both dates likely are placeholders that the lenders will have flexibility on

$542 Million Senior

Credit Facilities

•

$392 million Term Loan

Facility

•

$150 million Revolving

Credit Facility

$200 Million Senior

Unsecured Bridge

Facility

Facility

Considerations

•

Bridge loan backstopping Senior Unsecured Notes offering

•

Notes will be marketed in high yield market to avoid bridge loan

“take down”

•

Pricing and related “step-ups”

on market

–

L + 925 bps if B2/B corporate ratings achieved; L + 1,000 bps if

not; 1.25% LIBOR floor

–

50 bps pricing increase each quarter

–

Total pricing cap of 13% (B2/B) or 13.75% (below B2/B)

–

1-year maturity

•

Customary Exchange Notes provisions (priced at total pricing cap

described above)

$150 Million Junior

Holdco Facility

•

Replaces traditional common or preferred equity as originally contemplated

•

Significantly increases total pro forma leverage to 4.2x

from

3.4x

•

Defies current market convention of minimum equity threshold of greater than or equal to 30% for go-private transactions

–

Pro forma 24% if Holdco Facility included as equity; 7%

if Holdco Facility excluded

•

May impact pricing of Senior Credit Facilities and Senior Unsecured Notes during syndication

•

May impact ability to increase offer

•

Speculative security with significant execution risk

EX-99.(C)(7)

MARCH

27, 2013

Project Care

Board Discussion Materials

Exhibit (c)(7)

PRIVATE

AND

CONFIDENTIAL

1

PRIVATE

AND

CONFIDENTIAL

This presentation has been prepared for the Special Committee (the “Special Committee”) of the Board of Directors (the “Board of Directors”)

and the Board of Directors of American Greetings Corporation (the “Company”) by Peter J. Solomon Company, L.P. (“PJSC”) from materials

and

information

supplied

(whether

orally

or

in

writing)

by

or

on

behalf

of

the

Company

and

from

publicly

available

information.

We

have

relied

upon the accuracy and completeness of the foregoing information and have not assumed any responsibility for any independent verification of

such

information

or

any

independent

valuation

or

appraisal

of

any

of

the

assets

or

liabilities

of

the

Company.

This

presentation

is

for

discussion

purposes

only

and

is

incomplete

without

reference

to,

and

should

be

viewed

only

in

conjunction

with,

the

oral

briefing

provided

by

PJSC.

This presentation includes certain statements, estimates and projections provided by the Company with respect to anticipated future

performance of the Company.  We have assumed such statements, estimates and projections have been reasonably prepared on bases

reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the

Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the

Company's

management.

These

assumptions

and

judgments

may

or

may

not

be

correct,

and

there

can

be

no

assurance

that

any

projected

results are attainable or will be realized.  PJSC has not attempted to verify any such statements, estimates and projections, and as such PJSC

makes no representation or warranty as to, and assumes no responsibility for, their accuracy or completeness and for the effect which any

such inaccuracy or incompleteness may have on the results or judgments contained in this presentation.

Except where otherwise indicated, this analysis speaks only as of the date hereof.  Under no circumstances should the delivery of this

document

imply

that

the

analysis

would

be

the

same

if

made

as

of

any

other

date.

Actual

results

may

vary

from

the

estimates

and

projections

contained herein and such variations may be material.

THIS PRESENTATION HAS BEEN DELIVERED FOR THE INFORMATION AND ASSISTANCE OF THE SPECIAL COMMITTEE AND THE

BOARD OF DIRECTORS IN ITS CAPACITY AS SUCH.  IT IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE

USED OR RELIED UPON, BY ANY OTHER PERSON.

THIS PRESENTATION IS CONFIDENTIAL AND SHOULD NOT, WITHOUT PRIOR WRITTEN CONSENT OF PJSC, BE COPIED OR MADE

AVAILABLE TO ANY PERSON OTHER THAN THE SPECIAL COMMITTEE OR THE BOARD OF DIRECTORS PRIOR TO SUCH TIME, IF

ANY, AS IT MAY BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

PJSC SHALL NOT HAVE LIABILITY, WHETHER DIRECT OR INDIRECT, IN CONTRACT OR TORT OR OTHERWISE, TO ANY PERSON

IN CONNECTION WITH THIS PRESENTATION.

2

PRIVATE

AND

CONFIDENTIAL

Table of Contents

Section

I

Summary Transaction Overview

3

II

Summary Financial Performance

6

III

Summary Stock Price Performance

16

IV

Summary Valuation Analysis

20

Appendix

A

Supplemental Information

35

3

PRIVATE

AND

CONFIDENTIAL

Summary Transaction Overview

4

PRIVATE

AND

CONFIDENTIAL

Summary Transaction Overview

(a)

Represents closing price as of 9/25/12, unaffected for announcement of offer of $17.18 per share, which was made after the market close.

(b)

Assumes

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

for

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in

May 2013, per

Management guidance.

(c)

Source: Preliminary debt and cash for FY2013 (2/28/13), per Management on 3/25/13.

(d)

Source: Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance.

(e)

Source: Management Treasury Model dated 11/30/12.

The Weiss Family has offered to acquire the remaining shares of Care that it does not own for $[   ] per share; the Weiss

Family’s initial offer price was $17.18 (the “Initial Offer”), made on 9/25/12 and its revised offer price was $17.50 per share (the

“Revised Offer”) made on 1/17/13

The

Weiss

Family

has

stated

that

it

has

no

intention

to

sell

any

of

its

interest

in

the

Company,

for

which

it

has

discretion,

or

vote

in

favor

of

any

alternative

sale,

merger

or

similar

transaction

involving

the

Company

(Amounts in Millions, Except Per Share Data)

Cash Purchase

Price Per Share

Illustrative Share Prices

$17.50

$17.75

$18.00

$18.25

$18.50

$18.75

Premium / Discount to:

Price

Date

Closing Stock Price:

$16.24

(03/25/13)

7.8%

9.3%

10.8%

12.4%

13.9%

15.5%

Unaffected Share Price Prior to Initial Offer

(a)

:

14.34

(09/25/12)

22.0%

23.8%

25.5%

27.3%

29.0%

30.8%

30 Calendar Days Prior to Initial Offer:

14.25

(08/27/12)

22.8%

24.6%

26.3%

28.1%

29.8%

31.6%

52-Week Low Prior to Initial Offer:

12.50

(01/04/12)

40.0%

42.0%

44.0%

46.0%

48.0%

50.0%

52-Week High Prior to Initial Offer:

19.50

(09/27/11)

(10.3%)

(9.0%)

(7.7%)

(6.4%)

(5.1%)

(3.8%)

Diluted Share Count

(b)

34.2

34.2

34.2

34.2

34.2

34.2

Implied Equity Value

$598.0

$606.6

$615.2

$623.8

$632.5

$641.2

Plus: Debt

(c)

286.4

286.4

286.4

286.4

286.4

286.4

Less: Cash

(c)

(86.1)

(86.1)

(86.1)

(86.1)

(86.1)

(86.1)

Implied Enterprise Value

$798.3

$806.9

$815.5

$824.1

$832.8

$841.5

Implied Enterprise Value as a Multiple of:

Adjusted EBITDA

FY13E

(d)

$201.0

4.0

x

4.0

x

4.1

x

4.1

x

4.1

x

4.2

x

FY14E

(e)

208.5

3.8

3.9

3.9

4.0

4.0

4.0

5

PRIVATE

AND

CONFIDENTIAL

Form of Transaction

Structure &

Consideration

•

Merger of Merger Sub, a direct wholly owned subsidiary of Parent, with and into Care with Care surviving the Merger as a

wholly owned subsidiary of Parent

•

$[   ]

per share in cash

Weiss Family Rollover

•

Certain Weiss Family shareholders will contribute (or “rollover”) their shares in Care to Parent in connection with the Merger

Guaranty and Voting

Agreement

•

Certain members of the Weiss Family will enter into a guaranty and voting agreement in favor of Care

•

Guaranty capped at $[  ] million

Merger Agreement

•

Sullivan & Cromwell has provided a separate summary of the material terms of the Merger Agreement

Financing Sources (a)

•

$225mm rollover of existing Senior Notes

•

$14mm in cash from the balance sheet

•

Plus committed financing and available credit facilities

•

$200mm New Revolving Credit Facility (undrawn at close)

•

$400mm Term Loan B

•

$240mm New HoldCo Preferred Equity (potential to issue up to $255mm)

•

$40mm Weiss Family Rollover Equity

Summary of Selected Transaction Terms

(a) Source: Management. Preliminary sources of funds as of 3/26/13.

6

PRIVATE

AND

CONFIDENTIAL

Summary Financial Performance

7

PRIVATE

AND

CONFIDENTIAL

Historical Financials

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Form 10-Q for the period ended 11/23/12, with certain adjustments for FY2010-FY2012 and LTM for period

ended 11/23/12, including certain reclassifications of Depreciation and Amortization for FY2012 and LTM for period ended 11/23/12, based on Management guidance.

CAGR = Compounded Annual Growth Rate.

(a)

Defined as Cash Flow from Operations less Capital Expenditures.

Margins

(Amounts in Millions, Except Per Share Data)

Fiscal Year Ended February 28,

LTM

FY09-FY12

FY10-FY12

2009

2010

2011

2012

Nov-12

CAGR

CAGR

Total Revenue

$1,690.7

$1,640.9

$1,597.9

$1,695.1

$1,750.0

0.1%

1.6%

Cost of Goods Sold

810.0

713.1

682.4

741.6

775.6

Gross Profit

880.8

949.5

915.5

953.5

974.4

2.7%

0.2%

EBIT

(253.2)

139.1

174.7

149.6

48.7

Net Income

(227.8)

81.6

87.0

57.2

(7.9)

Diluted Earnings Per Share

($4.89)

$2.03

$2.11

$1.42

($0.23)

EBIT

($253.2)

$139.1

$174.7

$149.6

$48.7

Goodwill Impairment

290.2

--

0.3

27.2

27.2

Transaction Adjustments

--

24.0

9.6

2.4

34.4

SBT and Other

(0.2)

25.5

5.7

2.3

21.4

Adjusted EBIT

36.8

188.6

190.3

181.4

131.6

70.2%

(1.9%)

D&A

50.0

45.2

41.0

43.7

46.8

Adjusted EBITDA

$86.8

$233.8

$231.4

$225.1

$178.4

37.4%

(1.9%)

Gross Margin

52.1

%

57.9

%

57.3

%

56.2

%

55.7

%

Adjusted EBITDA

5.1

14.2

14.5

13.3

10.2

Adjusted EBIT

2.2

11.5

11.9

10.7

7.5

Growth Rates

Total Revenue

(4.8)%

(3.0)

%

(2.6)%

6.1

%

4.9

%

Adjusted EBIT

(75.7)

412.9

0.9

(4.7)

(18.1)

Adjusted EBITDA

(56.6)

169.4

(1.0)

(2.7)

(12.8)

Diluted Earnings Per Share

NM

NM

3.9

(32.7)

NM

Summary Balance Sheet and Cash Flow Data

Cash

$60.2

$137.9

$215.8

$132.4

$63.3

Total Debt

390.2

329.7

232.7

225.2

356.8

Net Debt

330.0

191.8

16.9

92.7

293.5

Depreciation and Amortization

50.0

45.2

41.0

43.7

46.8

Capital Expenditures

(55.7)

(26.6)

(36.3)

(70.9)

(109.4)

Free Cash Flow (a)

17.3

170.9

143.5

45.6

70.1

Summary Leverage Statistics

Total Debt / Adj. EBITDA

4.5

x

1.4

x

1.0

x

1.0

x

2.0

x

Net Debt / Adj. EBITDA

3.8

0.8

0.1

0.4

1.6

(Adj. EBITDA -

Cap Ex) / Int. Expense

1.6

8.4

7.9

7.2

4.0

8

PRIVATE

AND

CONFIDENTIAL

$1,174

$1,099

$1,156

$1,222

$1,180

$1,147

$1,264

$1,197

$1,229

$1,239

$1,190

$1,185

$1,177

$1,000

$1,050

$1,100

$1,150

$1,200

$1,250

$1,300

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

FY2011

FY2012

FY2013E

FY2014E

FY2015E

FY2016E

$308

$235

$317

$188

$201

$141

$241

$193

$171

$166

$175

$167

$159

26.2%

21.4%

27.4%

15.4%

17.0%

12.3%

19.0%

16.2%

13.9%

13.4%

14.7%

14.1%

13.5%

10%

15%

20%

25%

30%

35%

40%

$50

$100

$150

$200

$250

$300

$350

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

FY2011

FY2012

FY2013E

FY2014E

FY2015E

FY2016E

Operating Income $mm

Operating Margin %

NAGCD Historical Financial Trends

Historical and Projected NAGCD Revenue

Source: Care Management.

(a)

Adjusted

to

normalize

for

the

Company’s

North

American

goodwill

impairment

in

FY2009

($47.9mm

addback)

and

FY2012

($21.3mm

addback)

and

the

sale

of

Amscan

Party

Goods

in

FY2010

(net

reduction of $18.4mm).

(Amounts in Millions)

Historical and Projected NAGCD Operating Income and Margin (a)

Includes Acquisitions of Papyrus and RPG

2010 Papyrus and

RPG Revenue: $129

NAGCD comprised approximately 68% of Care’s total revenue in FY2009 and is estimated to comprise approximately 67% of

Care’s total projected revenue in FY2013

9

PRIVATE

AND

CONFIDENTIAL

Evolution of Selected Key Metrics

(a)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBITDA based on Management guidance.

(b)

Source: Company’s Form 10-Q for the periods ended 8/24/12 and 11/23/12, with certain adjustments to EBITDA, including certain reclassifications of Depreciation and Amortization, based on Management

guidance for the 8/24/12 and 11/23/12 LTM periods.

(c)

Source: Debt and cash per Management’s December FY2013 balance sheet.

(d)

Source: Debt and cash per Management’s January FY2013 balance sheet.

(e)

Source: 3/25/13 cash and debt balances represent preliminary debt and cash for FY2013 (2/28/13), per Management on 3/25/13.

LTM

FY 2013E (a)

As of

Treasury Model (As Presented At Special Committee

Meetings on Dates Below)

Treasury

Model as of

8/24/12 (b)

11/23/12 (b)

12/28/12 (c)

1/31/13 (d)

10/26/12

11/19/12

12/07/12

01/27/13

3/25/13 (e)

Total Revenue

$1,708.2

$1,750.0

NA

NA

$1,830.2

$1,840.6

$1,840.6

$1,840.6

$1,840.6

EBITDA

192.4

178.4

NA

NA

182.8

183.5

196.1

195.6

201.0

Debt

$280.2

$356.8

$365.2

$300.2

$245.2

$245.2

$245.2

$245.2

$286.4

Cash

(61.7)

(63.3)

(61.6)

(97.8)

(62.1)

(61.9)

(39.3)

(39.3)

(86.1)

Net Debt

218.4

293.5

303.6

202.4

183.1

183.3

205.8

205.8

200.3

10

PRIVATE

AND

CONFIDENTIAL

Schedule of Adjustments

Source: Company’s Forms 10-K for the fiscal years ended 2/28/10, 2/28/11, and 2/29/12, and Company’s Form 10-Q for LTM period ended 11/23/12, with certain adjustments, including certain reclassifications of Depreciation

and Amortization for FY2012 and LTM for period ended 11/23/12, based on Management guidance; FY2013E based on Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance.

(Amounts in Millions)

Fiscal Year Ended February 28,

LTM

FYE 2/28,

2010

2011

2012

Nov-12

2013

Operating Income

$139.1

$174.7

$149.6

$48.7

$79.8

Depreciation & Amortization

45.2

41.0

43.7

46.8

45.5

Unadjusted EBITDA

$184.3

$215.8

$193.2

$95.4

$125.3

Charges Associated With Clinton Cards

--

--

--

34.5

35.2

Impairments, debt expense and fees

Party Goods Transaction

(18.4)

--

--

--

--

Gain on sale

Mexico Shutdown

18.2

--

--

--

--

Closing of Carlton Mexico

Retail Disposition

29.2

--

--

--

--

Sales of stores to Schurman

RPG Transaction Costs

--

10.3

--

--

--

Fees associated with purchase of RPG

Lawsuit

24.0

--

--

--

--

Settlement of a RPG lawsuit

Goodwill and Other Intangibles Impairment

--

0.3

27.2

27.2

--

Related to NAGCD, UK and Interactive

Gain from Sale of Intellectual Property

--

--

(4.5)

--

--

Sold certain minor character properties

Gain from Liquidation of Business in France

(3.3)

--

--

--

--

Currency translation adjustment from sale

Loss on Sale of WHQ

--

--

--

--

21.4

Estimated loss on sale of WHQ

One Time Legal Costs

--

--

--

10.5

6.0

Reversal of accrual for certain legal expenses

Voluntary Compliance Program

--

--

--

--

0.9

Related to prior years' underexpensing catch up

Webshots

(1.7)

(0.7)

2.4

(0.1)

(2.3)

Pro forma adjustment for sale of Webshots

Properties Licensing Termination Expense

--

--

--

2.1

2.1

Termination of Certain Agency Agreements

Proposed Going Private Transaction Costs

--

--

--

2.0

3.2

Current process costs

Scan-Based Trading

1.5

5.7

6.8

6.8

9.2

Impact of scan-based trading conversions

Total Adjustment

$49.5

$15.6

$31.9

$83.0

$75.7

Adjusted EBITDA

$233.8

$231.4

$225.1

$178.4

$201.0

Adjusted EBIT

188.6

190.3

181.4

131.6

155.5

Total Adjustments as a % of Unadjusted EBITDA

26.9%

7.2%

16.5%

86.9%

60.4%

11

PRIVATE

AND

CONFIDENTIAL

($203.2)

$184.3

$215.8

$188.8

$91.0

$125.3

$87.0

$227.6

$232.1

$217.2

$156.9

NA

$86.8

$233.8

$231.4

$225.1

$178.4

$201.0

($250)

($150)

($50)

$50

$150

$250

2009

2010

2011

2012

LTM Nov-12

Treasury Plan

2013E (c)

Unadjusted EBITDA

Public Adj. EBITDA (a)

Management Adj. EBITDA (b)

Historical Adjusted EBITDA as Publicly Reported vs. Management

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Company’s Form 10-Q for LTM period ended 11/23/12, including certain reclassifications of Depreciation and Amortization

for fiscal year ended 2/29/12 and LTM period ended 11/23/12 based on Management guidance.

(a)

Adjustment amounts per Company’s Forms 10-K and 8-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Company’s Form 10-Q and 8-K for LTM period ended 11/23/12.

(b)

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Form 10-Q for the period ended 11/23/12, with certain adjustments for FY2010-FY2012 and LTM for period ended

11/23/12, including certain reclassifications of Depreciation and Amortization for FY2012 and LTM for period ended 11/23/12, based on Management guidance.

(c)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBITDA based on Management guidance.

Unadjusted EBITDA /Adjusted EBITDA ($mm) as Publicly Reported and Management Adjusted EBITDA

Unadjusted

EBITDA

Adjusted

EBITDA (c)

Treasury

Growth Rates

2010

2011

2012

LTM Nov-12

Plan 2013E (c)

Unadjusted EBITDA

NM

17.1%

(12.5%)

(55.2%)

(33.6%)

Public Adj. EBITDA (a)

161.6%

2.0%

(6.4%)

(23.9%)

Management Adj. EBITDA (b)

169.4%

(1.0%)

(2.7%)

(12.4%)

(10.7%)

12

PRIVATE

AND

CONFIDENTIAL

$1,636

$1,695

$1,668

$1,794

$1,841

$1,693

$1,883

$1,665

$1,954

$1,701

$1,724

--

$500

$1,000

$1,500

$2,000

$2,500

FY11

Plan

FY12

Actual

FY11

Plan

FY12

Plan

Latest

Est.(a)

FY11

Plan

FY12

Plan

FY13

Plan

FY12

Plan

FY13

Plan

FY13

Plan

$184

$181

$196

$185

$155

$208

$160

$154

$204

$157

$169

$0

$50

$100

$150

$200

$250

FY11

Plan

FY12

Actual

FY11

Plan

FY12

Plan

Latest

Est.(a)

FY11

Plan

FY12

Plan

FY13

Plan

FY12

Plan

FY13

Plan

FY13

Plan

Evolution of Management Forecasts

Source: Company's Form 10-K for fiscal year ended 2/29/12 and Care Management Strategic Plans.

(a) Latest estimate based on Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBIT based on Management guidance.

Total Revenue

Total EBIT

FY2012

FY2013

FY2014

FY2015

FY2016

Clinton

Revenue

$233

FY2012

FY2013

FY2014

FY2015

FY2016

13

PRIVATE

AND

CONFIDENTIAL

Care Consolidated Financial Snapshot

Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11 and 2/29/12, with certain adjustments, including certain reclassifications of Depreciation and Amortization for fiscal year ended

2/29/12, based on Management guidance. FY2013-FY2018 based on Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E EBITDA based on Management guidance.

Total Revenue

Adjusted EBIT and EBITDA

11.3%

5.1%

14.2%

14.5%

13.3%

10.9%

10.8%

11.4%

11.9%

12.2%

12.5%

(76%)

413%

1%

(5%)

(14%)

(3%)

4%

4%

% Growth

4%

4%

8.5%

2.2%

11.5%

11.9%

10.7%

8.4%

7.8%

8.1%

8.4%

8.7%

9.0%

% Margin

$151

$37

$189

$190

$181

$155

$151

$157

$163

Adjusted EBIT

$170

$176

$1,776

$1,691

$1,641

$1,598

$1,695

$1,841

$1,935

$1,940

$1,945

$1,950

$1,955

$0

$500

$1,000

$1,500

$2,000

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

% Margin

$200

$87

$234

$231

$225

$201

$208

$221

$231

$238

$244

$0

$50

$100

$150

$200

$250

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

FY08 –

FY12 CAGR: 3.0%

14

PRIVATE

AND

CONFIDENTIAL

Care Consolidated Financial Snapshot

Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Management Treasury Model dated 11/30/12.

(a) Defined as Cash Flow from Operations less Capital Expenditures.

Capital Expenditures

Free Cash Flow (a)

3.2%

3.3%

1.6%

2.3%

4.2%

6.9%

8.7%

7.2%

2.4%

2.4%

2.4%

% of Revenue

$57

$56

$27

$36

$71

$128

$169

$139

$46

$46

$46

$0

$50

$100

$150

$200

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

$187

$17

$171

$143

$46

$16

($9)

$35

$137

$138

$142

-$50

$0

$50

$100

$150

$200

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

15

PRIVATE

AND

CONFIDENTIAL

Summary Projected Financials

Source: Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E based on Management guidance.  FY2013 cash and debt balances are preliminary year end (2/28/13) amounts per Management on

3/25/13.

(a)

2013 net income and EPS unadjusted for non-recurring and extraordinary items; Management did not provide.

(b)

Defined as Cash Flow from Operations less Capital Expenditures.

(Amounts in Millions, Except Per Share Data)

Projected Fiscal Year Ended February 28,

FY13-FY18

2013E

2014E

2015E

2016E

2017P

2018P

CAGR

Total Revenue

$1,840.6

$1,935.1

$1,939.9

$1,944.8

$1,949.6

$1,954.5

1.2%

Gross Profit

1,028.9

1,083.6

1,088.3

1,093.0

1,097.6

1,102.3

1.4%

Adjusted EBITDA

201.0

208.5

221.4

230.5

238.0

244.2

4.0%

Adjusted EBIT

155.5

150.8

157.0

163.3

169.5

175.8

2.5%

Net Income (a)

37.3

83.4

87.8

91.4

95.4

99.4

21.7%

Diluted Earnings Per Share (a)

$1.10

$2.58

$2.67

$2.74

$2.81

$2.89

21.3%

Margins

Gross Profit

55.9

%

56.0

%

56.1

%

56.2

%

56.3

%

56.4

%

Adjusted EBITDA

10.9

10.8

11.4

11.9

12.2

12.5

Adjusted EBIT

8.4

7.8

8.1

8.4

8.7

9.0

Net Income as Reported

2.0

4.3

4.5

4.7

4.9

5.1

Growth Rates

Total Revenue

8.6

%

5.1

%

0.3

%

0.3

%

0.3

%

0.2

%

Adjusted EBITDA

(10.7)

3.7

6.2

4.1

3.2

2.6

Adjusted EBIT

(14.3)

(3.0)

4.2

4.0

3.8

3.7

Diluted Earnings Per Share

(22.4)

133.9

3.6

2.6

2.8

2.8

Summary Balance Sheet and Cash Flow Data

Cash

$86.1

$53.7

$82.0

$243.4

$361.3

$482.9

Total Debt

286.4

288.2

301.2

345.2

345.2

345.2

Net Debt

200.3

234.4

219.2

101.8

(16.1)

(137.7)

Depreciation and Amortization

45.5

57.7

64.4

67.2

68.4

68.4

Capital Expenditures

(127.8)

(169.2)

(139.1)

(46.0)

(46.0)

(46.0)

Free Cash Flow (b)

16.4

(9.5)

34.7

137.1

137.9

142.0

Leverage and Interest Coverage Ratios

Total Debt / Adj. EBITDA

1.4

x

1.4

x

1.4

x

1.5

x

1.5

x

1.4

x

Net Debt / Adj. EBITDA

1.0

1.1

1.0

0.4

NM

NM

(Adj. EBITDA -

CapEx) / Interest, Net

4.4

2.1

4.6

10.1

10.5

11.0

16

PRIVATE

AND

CONFIDENTIAL

Summary Stock Price Performance

17

PRIVATE

AND

CONFIDENTIAL

Summary Stock Price Performance

Five years prior to Initial Offer of $17.18

Source: Capital IQ as of 3/25/13.

Revised

Offer

$17.50

$16.24

Initial

Offer

$17.18

$17.50

1-Year Average

$15.06

2-Year Average

$18.49

3-Year Average

$19.39

5-Year Average

$17.38

4-Year Average

$16.88

Closing Stock Price Performance

Period Prior to

Initial Offer

Median

Mean

1-Year

$14.93

$15.06

2-Year

18.40

18.49

3-Year

20.25

19.39

4-Year

18.02

16.88

5-Year

18.49

17.38

$0.00

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

Sep-07

Mar-08

Sep-08

Mar-09

Sep-09

Mar-10

Sep-10

Mar-11

Sep-11

Mar-12

Sep-12

Mar-13

18

PRIVATE

AND

CONFIDENTIAL

$10.00

$15.00

$20.00

$25.00

$30.00

Sep-10

Dec-10

Feb-11

May-11

Jul-11

Oct-11

Dec-11

Feb-12

May-12

Jul-12

Oct-12

Dec-12

Mar-13

Revised

Offer

$17.50

Initial

Offer

$17.18

Summary Stock Price Performance

Two years prior to Initial Offer of $17.18

Source: Capital IQ as of 3/25/13. 

(a) Closing Price on 3/25/13.

(b) Represents closing price as of 9/25/12, unaffected for announcement of Initial Offer, which was made after the market close.

$16.24

$17.50

6-Month Average

$14.43

3-Month Average

$14.15

1-Year Average

$15.06

2-Year  Average

$18.49

Closing Stock Price History

$17.50 Revised Offer As

Price

Premium / (Discount)

Closing Stock Price (a)

$16.24

7.8%

Unaffected Share Price Prior to Initial Offer(b)

14.34

22.0%

30 Calendar Days Prior to Initial Offer

14.25

22.8%

52-Week Low Prior to Initial Offer

12.50

40.0%

52-Week High Prior to Initial Offer

19.50

(10.3%)

19

PRIVATE

AND

CONFIDENTIAL

19%

17%

25%

21%

15%

3%

0

5

10

15

20

25

30

35

40

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

Summary of Trading Ranges

Shares traded at various prices

Source: Capital IQ as of 3/25/13.

97% of shares that traded over the one-year period prior to the 9/25/12 Initial Offer traded below the $17.50 Revised Offer

2-Year

1-Year

(Period

ending

September

25,

2012,

except

for

“Since

9/25

Initial

Offer

of

$17.18”

chart)

180-Days

90-Days

30-Days

Since 9/25 Initial Offer (122 Days)

Avg. Daily Trading Vol. (000s)

535.8

Average Price:

$15.06

Avg. Daily Trading Vol. (000s)

361.5

Average Price:

$14.15

Avg. Daily Trading Vol. (000s)

328.0

Average Price:

$15.08

Avg. Daily Trading Vol. (000s)

409.3

Average Price:

$18.49

Avg. Daily Trading Vol. (000s)

475.3

Average Price:

$14.43

Avg. Daily Trading Vol. (000s)

340.1

Average Price:

$16.70

Total # of Shares Traded (mm)

41.5

% of Total Shares

122.4%

% of Public Float

136.4%

12%

11%

16%

14%

10%

36%

0

10

20

30

40

50

60

70

80

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

13%

29%

35%

23%

0%

0%

0

5

10

15

20

25

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

34%

35%

22%

9%

0%

0%

0

1

2

3

4

5

6

7

8

9

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

0%

28%

41%

30%

0%

0%

0

1

2

3

4

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

27%

21%

17%

16%

7%

11%

0%

0

2

4

6

8

10

12

14

Below

$16.70

$16.70-

$16.85

$16.86-

$17.00

$17.01-

$17.10

$17.11-

$17.17

$17.18-

$17.49

$17.50

and

Above

20

PRIVATE

AND

CONFIDENTIAL

Summary Valuation Analysis

21

PRIVATE

AND

CONFIDENTIAL

Unaffected Share

9/25/12

(a)

Includes

present

value

of

future

quarterly

dividend

payments

of

$0.15

per

share.

Summary Valuation Analysis

$14.34

$16.24

Revised Offer

1/17/13

Closing Stock Price

3/25/13

$12.50

$11.25

$14.06

$11.75

$12.50

$14.33

$16.01

$19.50

$19.00

$23.75

$20.50

$20.75

$20.47

$21.96

$10.00

$12.50

$15.00

$17.50

$20.00

$22.50

$25.00

52-Week Trading Range

Comparable Companies

25% Premium to Comparable

Companies

Precedent Transactions

Present Value of Future Share

Price (a)

Sum of the Parts

DCF

22

PRIVATE

AND

CONFIDENTIAL

Implied Share Price at Various Premia

Source:

Capital

IQ.

Note:

Historical

stock

prices

represent

market

close

values

based

on

calendar

days.

(a)

Represents

closing

price

as

of

9/25/12,

unaffected

for

announcement

of

Initial

Offer,

which

was

made

after

the

market

close.

Illustrative Premium Benchmarked to 9/25/12 -

Date of Initial Offer

30-Day Prior

1-Day Prior

30-Day Average

60-Day Average

90-Day Average

180-Day Average

1-Year Average

$14.25

$14.34 (a)

$15.08

$14.42

$14.15

$14.43

$15.06

$17.50

22.8%

22.0%

16.0%

21.4%

23.7%

21.3%

16.2%

17.75

24.6%

23.8%

17.7%

23.1%

25.4%

23.0%

17.9%

18.00

26.3%

25.5%

19.4%

24.8%

27.2%

24.7%

19.5%

18.25

28.1%

27.3%

21.0%

26.6%

29.0%

26.5%

21.2%

18.50

29.8%

29.0%

22.7%

28.3%

30.7%

28.2%

22.8%

18.75

31.6%

30.8%

24.3%

30.0%

32.5%

29.9%

24.5%

Illustrative Share Prices Benchmarked to 9/25/12 -

Date of Initial Offer

30-Day Prior

1-Day Prior

30-Day Average

60-Day Average

90-Day Average

180-Day Average

1-Year Average

$14.25

$14.34 (a)

$15.08

$14.42

$14.15

$14.43

$15.06

10%

$15.68

$15.77

$16.59

$15.86

$15.57

$15.87

$16.57

20%

17.10

17.21

18.10

17.30

16.98

17.32

18.07

30%

18.53

18.64

19.60

18.75

18.40

18.76

19.58

40%

19.95

20.08

21.11

20.19

19.81

20.20

21.08

50%

21.38

21.51

22.62

21.63

21.23

21.65

22.59

23

PRIVATE

AND

CONFIDENTIAL

2.0 x

3.0 x

4.0 x

5.0 x

6.0 x

Sep-10

Dec-10

Mar-11

Jun-11

Sep-11

Dec-11

Mar-12

Jun-12

Sep-12

Dec-12

Mar-13

Care Historical EV / LTM EBITDA

From 2 years prior to offer

Source:

Capital

IQ.

Capital

IQ

calculation

of

enterprise

value

does

not

include

restricted

stock

units

or

performance

shares

and

may

have

different

adjustments

for

EBITDA

than

those

used

in

other

analyses

in this presentation.

Data as of 3/25/13.

(a)

Current

multiple

assumes

LTM

EBITDA

of

$178.4mm

and

net

debt

of

$293.5mm

for

the

period

ended

11/23/12

based

on

Company’s

Form

10-Q

dated

1/2/13,

with

certain

adjustments

to

LTM

EBITDA,

including

certain

reclassifications

of

Depreciation

and

Amortization

for

LTM

period

ended

11/23/12,

based

on

Management

guidance.

Current

multiple

calculated

using

diluted

share

count

including

restricted

stock units and

performance shares and treasury stock method of options exercisable. Includes restricted stock units anticipated to be awarded in May 2013, per Management guidance.

Initial

Offer

9/25/12

2-Year Average

3.5x

3 and 12-Month

Average

3.1x

6-Month Average

3.0x

Post-Offer

Average

4.5x

Revised

Offer

1/17/13

LTM EBITDA

decreased 7% from

Q2 to Q3

4.8x

(a)

1-Year Average

3.9x

Calendar Days

Prior to Initial Offer

Mean

Median

30 Days

3.2 x

3.2 x

60 Days

3.1 x

3.1 x

90 Days

3.1 x

3.1 x

6 Months

3.0 x

3.0 x

12 Months

3.1 x

3.1 x

18 Months

3.4 x

3.3 x

24 Months

3.5 x

3.5 x

24

PRIVATE

AND

CONFIDENTIAL

Valuation Matrix

(a)

Unaffected closing stock price on 9/25/12.

(b)

Closing stock price on 3/25/13.

(c)

Initial Offer on 9/25/12.

(d)

Revised Offer on 1/17/13.

(e)

Value communicated by Special Committee on 1/30/13.

(f)

Net

debt

of

$293.5mm

represents

total

debt

of

$356.8mm

less

cash

of

$63.3mm

as

of

11/23/12.

(g)

Net

debt

of

$200.3mm

represents

total

debt

of

$286.4mm

less

cash

of

$86.1mm

as

of

2/28/13.

Represents preliminary FY2013 year end cash and debt balances per Management on 3/25/13.

(h)

Assumes

diluted

share

count

including

restricted

stock

units

and

performance

shares

and treasury

stock method for options exercisable. Includes restricted stock units anticipated to be awarded in May

2013, per Management guidance.

(Amounts in Millions, except per share data)

LTM (11/23/12) Net Debt of $293.5M

(f)

FY2013 Net Debt of $200.3M

(g)

(i)   Source: Based on Company’s Form 10-Q dated 1/2/13 for period ended 11/23/12, with

adjustments for publicly disclosed extraordinary and non-recurring items included.

(j)   Source: Based on Company’s Form 10-Q dated 1/2/13 for period ended 11/23/12, with certain  

adjustments based on Management guidance.

(k)  Source: Based on Management Treasury Model dated 11/30/12, with certain adjustments for

FY2013E EBITDA based on Management guidance.

(l)   Source: Management preliminary sources of funds as of 3/26/13.

(m) Source: Management Treasury Model dated 11/30/12.

% Premium to

Unaffected

EV / LTM Adj. EBITDA

EV / FY2013E Adj. EBITDA

EV / FY2014E

Share

Stock Price

Market

Enterprise

"Public"

Management

Enterprise

Management

"Bank"

Adj. EBITDA

Price

on 9/25/12

Cap (h)

Value

$157

(i)

$178

(j)

Value

$201

(k)

$211

(l)

$208

(m)

$10.00

(30.3%)

$340

$634

4.0 x

3.6 x

$540

2.7 x

2.6 x

2.6 x

11.00

(23.3%)

375

668

4.3 x

3.7 x

575

2.9 x

2.7 x

2.8 x

12.00

(16.3%)

409

702

4.5 x

3.9 x

609

3.0 x

2.9 x

2.9 x

13.00

(9.3%)

443

737

4.7 x

4.1 x

644

3.2 x

3.1 x

3.1 x

14.34

(a)

--

489

783

5.0 x

4.4 x

690

3.4 x

3.3 x

3.3 x

15.00

4.6%

512

806

5.1 x

4.5 x

712

3.5 x

3.4 x

3.4 x

16.00

11.6%

546

840

5.4 x

4.7 x

747

3.7 x

3.5 x

3.6 x

16.24

(b)

13.2%

555

848

5.4 x

4.8 x

755

3.8 x

3.6 x

3.6 x

17.18

(c)

19.8%

587

881

5.6 x

4.9 x

787

3.9 x

3.7 x

3.8 x

17.50

(d)

22.0%

598

892

5.7 x

5.0 x

798

4.0 x

3.8 x

3.8 x

17.75

23.8%

607

900

5.7 x

5.0 x

807

4.0 x

3.8 x

3.9 x

18.00

25.5%

615

909

5.8 x

5.1 x

815

4.1 x

3.9 x

3.9 x

18.25

27.3%

624

917

5.8 x

5.1 x

824

4.1 x

3.9 x

4.0 x

18.50

29.0%

633

926

5.9 x

5.2 x

833

4.1 x

4.0 x

4.0 x

18.75

(e)

30.8%

641

935

6.0 x

5.2 x

842

4.2 x

4.0 x

4.0 x

19.00

32.5%

650

943

6.0 x

5.3 x

850

4.2 x

4.0 x

4.1 x

20.00

39.5%

685

978

6.2 x

5.5 x

885

4.4 x

4.2 x

4.2 x

25

PRIVATE

AND

CONFIDENTIAL

3.7 x

4.2 x

10.3 x

6.8 x

3.7 x

11.1 x

9.6 x

7.6 x

5.2 x

3.9 x

3.5 x

3.6 x

3.8 x

NA  

5.9 x

3.7 x

3.4 x

--

5.0 x

10.0 x

15.0 x

Unaffected

Multiple (a)

Current

Multiple (b)

Shutterfly

1-800

Flowers.com

CafePress

Iconix

Cherokee

Meredith

Barnes

& Noble (d)

hhgregg

Best Buy

GameStop

3.7 x

4.2 x

4.8 x

3.2 x

4.4 x

4.2 x

4.0 x

5.0 x

3.8 x

2.0 x

3.6 x

3.8 x

--

2.0 x

4.0 x

6.0 x

8.0 x

10.0 x

Unaffected

Multiple (a)

Current

Multiple (b)

CSS Industries

Blyth

Quad/Graphics

R.R. Donnelley &

Sons

Scholastic

PagesJaunes

Eniro AB

Yellow Media

Select Public Company Analysis

Enterprise Value / EBITDA

Source:

Companies’

stock

price

and

public

filings

as

of

3/25/13

for

companies

that

have

already

reported

for

LTM

and

CY12

(CSS

Industries,

Blyth,

Scholastic,

QuadGraphics,

R.R.

Donnelley

&

Sons,

PagesJaunes,

EniroAB,

Yellow

Media,

Shutterfly,

1-800

Flowers.com,

CafePress,

Iconix,

Meredith,

hhgregg,

Best

Buy).

Projected

CY12

EBITDA

for

companies

that

have

not

yet

reported

(Barnes

&

Noble,

GameStop) per ThomsonReuter's median estimate of Wall Street analysts as of 3/25/13.

Directories

Social Expression

Print Media

Care

Care

Selected E-Commerce (c)

Licensing

Selected Low-Growth Retail

Core Business Comps

Other Related Sector

Other Related Business Segments

EV / LTM EBITDA

EV / CY12 EBITDA

CY12 Median: 4.0x

LTM Median: 4.0x

CY12 Median: 4.2x

LTM Median: 4.2x

CY12 Median: 3.8x

LTM Median: 3.8x

CY12 Median: 6.8x

LTM Median: 6.8x

CY12 Median: 9.3x

LTM Median: 9.6x

CY12 Median: 3.7x

LTM Median: 3.8x

(a)

Unaffected

Multiple

calculated

using

Care’s

share

price

of

$14.34

as

of

9/25/12

and

net

debt

as

of

8/24/12

of

$218.4mm.

Pre-Initial

Offer

LTM

EBITDA

of

$192.4mm

as

of

8/24/12

based

on

Company’s

Form 10-

Q

dated

10/3/12

for

period

ended

8/24/12,

with

certain

adjustments

based

on

Management

guidance.

FY2013E

EBITDA

of

$201.0mm

based

on

Management

Treasury

Model

dated

11/30/12,

with

certain adjustments

based on Management guidance. Diluted share count as of 7/2/12.

(b)

Current Multiple calculated using Care’s share price of $16.24 as of 3/25/13 and preliminary net debt of $200.3mm for FY2013 (2/28/13), per Management on 3/25/13. LTM EBITDA of $178.4mm as of 11/23/12 based on

Form 10-Q dated 1/2/13, with certain adjustments based on Management guidance. FY2013E EBITDA of $201.0mm based on Management Treasury Model dated 11/30/12, with certain adjustments based on

Management guidance. Current Multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units

anticipated to be awarded in May 2013, per Management guidance.

(c)

LTM

and

CY12

EBITDA

for

Selected

E-Commerce

companies

excludes

stock-based

compensation

expense

as

guided

by

Wall

Street

research

and

public

filings.

(d)

Barnes & Noble multiple as of 2/22/13, prior to announcement of potential sale of Retail Business.

26

PRIVATE

AND

CONFIDENTIAL

Select Public Company Multiples

(a)

Source:

Company’s

Form

10-Q

for

period

ended

11/23/12,

with

certain

adjustments,

including

certain

reclassifications

of

Depreciation

and

Amortization

for

LTM

period

ended

11/23/12,

based

on Management guidance.

(b)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBIT and EBITDA based on Management guidance.

(c)

Management did not provide LTM and FY2013E adjusted EPS.

(d)

Calculated using net debt of $200.3mm, as of 2/28/13. Source: Preliminary balances for debt and cash for FY2013 (2/28/13) per Management on 3/25/13.

(e)

Calculated

using

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

of

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in May 2013, per

Management guidance.

(f)

Control Premium is based on the median of premiums paid in selected announced all-cash mergers and acquisitions transactions in the last 6 years for deals between $500mm and $1bn; excludes financial services,

insurance, real estate and healthcare companies. Source: Alacra.

(Amounts in Millions, Except Per Share Data)

Implied Per Share

Valuation

Implied

Implied

Implied Per

Value Including 25%

Multiples

Enterprise Value

Equity Value (d)

Per Share Value (e)

Control Premium (f)

Care LTM Revenue (a)

$1,750.0

20.0%

-

40.0%

$350.0

-

$700.0

$149.7

-

$499.7

$4.41

-

$14.64

$5.52

-

$18.30

Care FY2013E Revenue (b)

1,840.6

20.0%

-

40.0%

368.1

-

736.2

167.8

-

535.9

4.95

-

15.70

6.18

-

19.62

Care LTM EBITDA (a)

$178.4

3.3 x

-

4.3 x

$579.7

-

$758.1

$379.4

-

$557.8

$11.14

-

$16.33

$13.93

-

$20.41

Care FY2013E EBITDA (b)

201.0

3.3 x

-

4.3 x

653.2

-

854.2

452.9

-

653.9

13.28

-

19.12

16.60

-

23.89

Care LTM EBIT (a)

$131.6

4.0 x

-

7.0 x

$526.5

-

$921.3

$326.1

-

$721.0

$9.59

-

$21.04

$11.99

-

$26.30

Care FY2013E EBIT (b)

155.5

4.0 x

-

7.0 x

622.0

-

1,088.4

421.6

-

888.1

12.37

-

25.70

15.46

-

32.12

Care LTM EPS (a) (c)

NA

6.5 x

-

13.0 x

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

Care FY2013 EPS (c)

NA

8.0 x

-

12.0 x

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

Care FY2014 EPS (b)

$2.58

6.0 x

-

10.0 x

$728.1

-

$1,091.0

$527.8

-

$890.7

$15.46

-

$25.77

$19.32

-

$32.21

27

PRIVATE

AND

CONFIDENTIAL

Select Precedent Transactions

Source: Public filings and company press releases.

(Amounts in Millions)

Enterprise

Enterprise Value as a Multiple of LTM:

Announced

Acquirer

Target

Value

Revenue

EBITDA

EBIT

Aug-12

Dex One Corporation

SuperMedia (a)

$1,477.8

98.8

%

2.6

x

3.6

x

May-12

Berkshire Hathaway

MEG's Newspaper Operations (b)

151.5

46.8

3.8

NA

Mar-09

BCE, Inc.

The Source (c)

104.8

21.0

5.0

8.4

Mar-09

Barnes & Noble

Barnes & Noble College

514.0

28.6

4.5

NA

Jul-05

Berkshire Partners

National Vision

104.0

44.5

3.3

5.6

Jan-05

Movie Gallery

Hollywood Entertainment Corporation

1,026.1

57.6

4.2

7.0

Median

45.7

%

4.0

x

6.3

x

Mean

49.5

3.9

6.2

(a)

Pending.

(b)

All statistics are for MEG’s entire newspaper operations excluding EBITDA Multiple which does not include Tampa Group.

(c)

Amounts converted from CAD to USD at an exchange ratio of 1.289 CAD per USD at the announcement of the transaction on March 2, 2009. Source: Bloomberg.

28

PRIVATE

AND

CONFIDENTIAL

Select Precedent Transaction Multiples

(Amounts in Millions, Except Per Share Data)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBIT and EBITDA based on Management guidance.

Valuation

Implied

Implied

Implied

Multiples

Enterprise Value

Equity Value (a)

Per Share Value (b)

Care FY2013 Revenue

$1,840.6

30.0%

-

60.0%

$552.2

-

$1,104.4

$351.9

-

$904.0

$10.34

-

$26.12

Care FY2013E EBITDA

$201.0

3.0 x

-

4.5 x

$603.0

-

$904.5

$402.7

-

$704.2

$11.82

-

$20.56

Care FY2013E EBIT

$155.5

4.5 x

-

6.5 x

$699.7

-

$1,010.7

$499.4

-

$810.4

$14.63

-

$23.57

(a)

Calculated using net debt of $200.3mm, as of 2/28/13. Source: Preliminary balances for debt and cash for FY2013 (2/28/13) per Management on 3/25/13.

(b)

Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units anticipated to

be awarded in May 2013, per Management guidance.

29

PRIVATE

AND

CONFIDENTIAL

Future Stock Price Analysis

(a)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBITDA based on Management guidance. Management Treasury Model dated 11/30/12 assumes quarterly dividend of $0.15

per share for the projected period.

(b)

FY2013 net debt of $200.3mm represents total debt of $286.4mm less cash of $86.1mm as of 2/28/13. Represents preliminary FY2013 year end cash and debt balances per Management on 3/25/13.

(c)

Share count based on diluted shares outstanding from Management Treasury Model dated 11/30/12.

(Amounts in Millions, Except Per Share Data)

Fiscal Year

2013E

2014E

2015E

2016E

2017E

2018E

Adjusted EBITDA (a)

$201.0

$208.5

$221.4

$230.5

$238.0

$244.2

% Growth

(10.7%)

3.7%

6.2%

4.1%

3.2%

2.6%

Net Debt (b)

200.3

234.4

219.2

101.8

(16.1)

(137.7)

Adj. EBITDA

Stock Price at End of Fiscal Year (c)

Multiple

2013E

2014E

2015E

2016E

2017E

2018E

Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples:

3.25

x

$13.37

$13.68

$15.22

$19.39

$23.30

$27.09

3.50

14.86

15.29

16.90

21.11

25.05

28.86

3.75

16.34

16.90

18.59

22.84

26.81

30.64

4.00

17.82

18.51

20.27

24.57

28.56

32.42

4.25

19.31

20.12

21.95

26.29

30.32

34.19

Present Value at February 28, 2013

Present Value of Stock Price Assuming 13.0% Cost of Equity:

3.25

x

$13.37

$12.11

$11.92

$13.44

$14.29

$14.70

3.50

14.86

13.53

13.24

14.63

15.36

15.67

3.75

16.34

14.96

14.55

15.83

16.44

16.63

4.00

17.82

16.38

15.87

17.03

17.52

17.59

4.25

19.31

17.80

17.19

18.22

18.59

18.56

Present Value at February 28, 2013

Total Shareholder Value Including Present Value of Stock Price and

3.25

x

$13.37

$12.66

$12.96

$14.91

$16.14

$16.88

$0.15 per Share Quarterly Dividend, Assuming 13.0% Cost of Equity:

3.50

14.86

14.09

14.28

16.10

17.21

17.85

3.75

16.34

15.51

15.60

17.30

18.29

18.81

4.00

17.82

16.93

16.92

18.50

19.37

19.77

4.25

19.31

18.36

18.23

19.69

20.44

20.74

30

PRIVATE

AND

CONFIDENTIAL

Sum of the Parts Analysis

(a)

Based

on

Management

guidance

of

segment

performance

provided

on

2/21/13,

other

than

for

In-store

and

Properties

which

are

based

on

Management

Treasury

Model

dated

11/30/12.

(b) Also includes effect of foreign exchange.

(c) Normalized.

(d) NAGCD includes Cardstore financials. All Depreciation and Amortization allocated to NAGCD, except for In-store and Properties.

(e) Assumes full year net EBIT contribution of $10.0mm, per Management guidance on 1/23/13.

(f) FY2013 net debt of $200.3mm represents total debt of $286.4mm less cash of $86.1mm as of 2/28/13. Represents preliminary FY2013 year end cash and debt balances per Management on 3/25/13.

(g) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable. Includes restricted stock units anticipated to be awarded in May 2013, per

Management guidance.

(Amounts in Millions, Except Per Share Data)

FY13E

Multiple Range

Enterprise Value Range

Segment Performance (a)

EBITDA

Low

Mid

High

Low

Mid

High

NAGCD

$199.3

(d)

3.25 x

3.75 x

4.25 x

$647.8

$747.4

$847.1

International (b)

21.1

3.25 x

3.75 x

4.25 x

68.4

79.0

89.5

Retail Operations (Clinton)

~10.0

(e)

3.25 x

3.75 x

4.25 x

32.5

37.5

42.5

AG Interactive

12.0

6.00 x

7.00 x

8.00 x

72.0

84.0

96.0

In-Store

6.5

3.25 x

3.75 x

4.25 x

21.1

24.3

27.6

Properties (c)

4.5

8.00 x

9.00 x

10.00 x

36.0

40.5

45.0

Subtotal Pre-Unallocated Overhead

253.4

3.46 x

4.00 x

4.53 x

877.8

1,012.7

1,147.6

Unallocated Overhead

(55.4)

3.46 x

4.00 x

4.53 x

(191.9)

(221.4)

(250.9)

Sum of the Parts Total Value

$685.9

$791.4

$896.8

Implied EV / FY2013E EBITDA ($201.0mm) Multiple

3.4 x

3.9 x

4.5 x

Less FY2013 Net Debt (f)

(200.3)

(200.3)

(200.3)

Implied Equity Value

489.0

595.0

700.9

Share Price (g)

$14.33

$17.41

$20.47

Unaffected Share Price ($14.34) Premium

0.1%

(17.6%)

(29.9%)

9/25/12 Initial Offer ($17.18) Premium

19.9%

(1.3%)

(16.1%)

1/17/13 Revised Offer ($17.50) Premium

22.1%

0.5%

(14.5%)

31

PRIVATE

AND

CONFIDENTIAL

DCF Summary

Current Five-Year Treasury Model

(a) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units anticipated to be awarded in May 2013, per

Management guidance.

(b) Assumes 11.50% discount rate and 3.5x terminal multiple.

(c) Versus baseline Adjusted EBIT margin.

Assumptions –

11/30/12 Management Treasury Model

Share Price (a)

Illustrative Sensitivity to DCF (a) (b)

Illustrative implied Revenue

CAGR FY2014-FY2018

Wtd. Avg. Cost of Capital

$21.96

10.50%

11.50%

12.50%

3.0 x

$17.70

$16.84

$16.01

3.5 x

19.84

18.89

17.98

4.0 x

21.96

20.92

19.93

5-Year

Incremental

Cumulative

Incremental Annual Revenue Growth in FY14 -

FY18

EBIT

Implied

(5.00%)

(2.50%)

(1.25%)

--

1.25%

2.50%

5.00%

Margin (c)

Cost Out

(4.75%)

(2.25%)

(1.00%)

0.25%

1.50%

2.75%

5.25%

(1.0%)

($97.2)

$12.98

$14.59

$15.46

$16.37

$17.32

$18.32

$20.44

(0.5%)

(48.6)

14.02

15.74

16.66

17.63

18.64

19.69

21.93

--

--

15.07

16.89

17.87

18.89

19.95

21.06

23.40

0.5%

48.6

16.12

18.04

19.07

20.14

21.25

22.42

24.86

1.0%

97.2

17.16

19.18

20.26

21.38

22.55

23.75

26.25

Five

year

projection

period

Discounted

to

2/28/13

(using

mid-year

convention)

Preliminary

FY2013

(2/28/13)

net

debt

of

$200.3mm

at

2/28/13,

consisting

of

total

debt

of

$286.4mm

less

cash

of

$86.1mm

per

Management

on

3/25/13

32

PRIVATE

AND

CONFIDENTIAL

Discounted Cash Flow Analysis

Source: Management Treasury Model dated 11/30/12.

Note: Values discounted to 2/28/13 (using mid-year convention).

(Amounts in Millions, Except Per Share Data)

2/13/2013

8/13/2013

8/13/2014

8/13/2015

8/12/2016

8/12/2017

Projected Fiscal Year

2014E

2015E

2016E

2017P

2018P

Total Revenue

$1,935.1

$1,939.9

$1,944.8

$1,949.6

$1,954.5

% Growth

5.1%

0.3%

0.3%

0.3%

0.2%

EBITDA

208.5

221.4

230.5

238.0

244.2

% of Total Revenue

10.8%

11.4%

11.9%

12.2%

12.5%

EBIT

150.8

157.0

163.3

169.5

175.8

% of Total Revenue

7.8%

8.1%

8.4%

8.7%

9.0%

Taxes @

37.0%

(55.8)

(58.1)

(60.4)

(62.7)

(65.1)

Tax-Adjusted EBIT

95.0

98.9

102.9

106.8

110.8

Depreciation & Amortization

57.7

64.4

67.2

68.4

68.4

Capital Expenditures

(169.2)

(139.1)

(46.0)

(46.0)

(46.0)

Change in Net Working Capital

18.6

21.7

24.5

20.2

20.1

Free Cash Flow

--

$2.1

$45.9

$148.6

$149.4

$153.3

Terminal Value / EBITDA Multiple

3.0 x

3.5 x

4.0 x

Discount Rate

10.5%

11.5%

12.5%

10.5%

11.5%

12.5%

10.5%

11.5%

12.5%

Present Value of Free Cash Flow

$360.6

$350.3

$340.4

$360.6

$350.3

$340.4

$360.6

$350.3

$340.4

Present Value of Terminal Value

444.8

425.2

406.6

518.9

496.0

474.4

593.0

566.9

542.1

Total Enterprise Value

$805.3

$775.5

$747.0

$879.4

$846.3

$814.8

$953.6

$917.2

$882.6

Less:  Net Debt (a)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

Total Equity Value

605.0

575.1

546.7

679.1

646.0

614.5

753.2

716.9

682.2

Total Equity Value Per Share (b)

$17.70

$16.84

$16.01

$19.84

$18.89

$17.98

$21.96

$20.92

$19.93

(a)

Net debt represents preliminary FY2013 total debt less cash balances as of 2/28/13 per Management on 3/25/13.

(b)

Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units anticipated to

be awarded in May 2013, per Management guidance.

33

PRIVATE

AND

CONFIDENTIAL

Future Stock Price Analysis Based on Illustrative Levered Recap

Source: Share count based on diluted shares outstanding from Management Treasury Model dated 11/30/12.

(a)

Assumes $271mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.8x Total Debt / FY2013E EBITDA).

(b)

Does

not

factor

in

potential

consent

fees

or

changes

to

interest

rate.

(c)

Source: EBITDA from Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E EBITDA based on Management guidance.

Assumes

a

$8.00

dividend

is

paid

on

2/28/13

(a)

,

an

incremental

borrowing

of

$271

million

dollars,

resulting

in

2.8x

Debt

/

2013E

EBITDA

At 3.1x total debt / FY2013 EBITDA leverage, the Company would be able to effect a $10 per share dividend

Assumes

no

make-whole

payment

on

existing

7.375%

Senior

Notes

(b)

Assumes suspension of regular $0.15 / quarter dividend

(Amounts in Millions, Except Per Share Data)

Fiscal Year

2013E

2014E

2015E

2016E

2017E

2018E

Adjusted EBITDA (c)

$201.0

$208.5

$221.4

$230.5

$238.0

$244.2

% Growth

(10.7%)

3.7%

6.2%

4.1%

3.2%

2.6%

Net Debt

471.3

495.4

470.2

340.0

204.4

61.7

Total Debt / EBITDA

2.8 x

2.7 x

2.4 x

1.7 x

1.1 x

0.9 x

Adj. EBITDA

Stock Price at End of Fiscal Year

Multiple

2013E

2014E

2015E

2016E

2017E

2018E

Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples:

3.25

x

$5.37

$5.62

$7.59

$12.25

$16.79

$21.29

3.50

6.86

7.23

9.27

13.98

18.54

23.07

3.75

8.34

8.84

10.95

15.71

20.30

24.84

4.00

9.82

10.45

12.64

17.43

22.06

26.62

4.25

11.31

12.06

14.32

19.16

23.81

28.39

Present Value at February 28, 2013

Present Value of Stock Price Assuming 13.0% Cost of Equity:

3.25

x

$5.37

$4.98

$5.94

$8.49

$10.30

$11.56

3.50

6.86

6.40

7.26

9.69

11.37

12.52

3.75

8.34

7.83

8.58

10.89

12.45

13.48

4.00

9.82

9.25

9.90

12.08

13.53

14.45

4.25

11.31

10.67

11.21

13.28

14.60

15.41

Present Value at February 28, 2013

Total Shareholder Value Including Present Value of Stock Price and

3.25

x

$13.37

$12.98

$13.94

$16.49

$18.30

$19.56

$8.00 Dividend, Assuming 13.0% Cost of Equity:

3.50

14.86

14.40

15.26

17.69

19.37

20.52

Assuming 100.0% Cost of Equity:

3.75

16.34

15.83

16.58

18.89

20.45

21.48

4.00

17.82

17.25

17.90

20.08

21.53

22.45

4.25

19.31

18.67

19.21

21.28

22.60

23.41

34

PRIVATE

AND

CONFIDENTIAL

Pro Forma Effect of Special Dividend

Source: Share count based on diluted shares outstanding from Management Treasury Model dated 11/30/12.

Note:

Market

capitalization

calculated

using

the

enterprise

value

based

on

2013E

EBITDA

of

$201.0mm

multiplied

by

the

adjusted

FY2013E

EBITDA

multiple,

less

preliminary

net

debt

of

$200.3mm

as

of

2/28/13,

per

Management on 3/25/13, less cash used to issue dividends.

(a)

Source: EBITDA from Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E EBITDA based on Management guidance.

Mkt Cap Post Dividend

Stock Price Post Dividend

Proforma 2/28/13 Stock

Price Plus Dividend

(Amounts in Millions, Except Per Share Data)

Special

Dividend

Total $

Pro Forma

EV / Adj. 2013E Multiple (a)

Per Share

Distributed

Debt / EBITDA

3.25 x

3.50 x

3.75 x

4.00 x

4.25 x

$13.37

$14.86

$16.34

$17.82

$19.31

$2.00

$67.7

1.8 x

$385.2

$435.4

$485.7

$535.9

$586.2

$11.37

$12.86

$14.34

$15.82

$17.31

$4.00

135.5

2.1 x

$317.5

$367.7

$417.9

$468.2

$518.4

$9.37

$10.86

$12.34

$13.82

$15.31

$6.00

203.2

2.4 x

$249.7

$300.0

$350.2

$400.5

$450.7

$7.37

$8.86

$10.34

$11.82

$13.31

$8.00

270.9

2.8 x

$182.0

$232.2

$282.5

$332.7

$383.0

$5.37

$6.86

$8.34

$9.82

$11.31

$10.00

338.7

3.1 x

$114.2

$164.5

$214.7

$265.0

$315.2

$3.37

$4.86

$6.34

$7.82

$9.31

35

PRIVATE

AND

CONFIDENTIAL

Appendix A. Supplemental Information

36

PRIVATE

AND

CONFIDENTIAL

Premium Paid Analysis

Source: Alacra.

(a) Excludes certain industry sectors including financial services, insurance, real estate and healthcare companies.

Selected 100% cash transactions over the last 6 years with an enterprise value between $500M -

$1B (a)

Unaffacted Premium to /

Deal

Enterprise

One-Day

Five- Day

One-Month

Announced

Seller

Buyer

Value

Value

Prior

Prior

Prior

Feb-11

Silverleaf Resorts, Inc.

Cerberus Capital Management LP

$102.6

$507.4

72%

84%

145%

Aug-08

SI International, Inc.

Serco Group PLC

425.5

512.8

40%

43%

53%

Oct-10

Actel Corp.

Microsemi Corp.

551.9

516.3

30%

29%

50%

May-11

Volcom, Inc.

PPR SA

598.4

517.0

24%

32%

45%

Mar-07

SafeNet, Inc.

SafeNet, Inc. /Private Group/

605.8

520.4

2%

4%

21%

Dec-10

Applied Signal Technology, Inc.

Raytheon Co.

525.4

520.9

9%

9%

15%

Apr-11

SMART Modular Technologies (WWH), Inc.

Silver Lake Group LLC

603.1

523.7

13%

16%

40%

Dec-11

WCA Waste Corp.

Macquarie Group Ltd.

154.1

526.9

30%

31%

36%

Aug-07

Infocrossing, Inc.

Wipro Ltd.

416.2

530.1

5%

7%

11%

Dec-09

FGX International Holdings Ltd.

Essilor International SA

437.0

530.4

10%

24%

40%

Sep-09

GenTek, Inc.

American Securities LLC

386.7

538.9

41%

40%

41%

May-07

24/7 Real Media, Inc.

WPP Group PLC

603.6

556.0

4%

9%

39%

Mar-10

Bell Microproducts, Inc.

Avnet, Inc.

248.7

569.6

30%

33%

53%

Dec-07

Claymont Steel Holdings, Inc.

Evraz Group SA

412.8

575.3

7%

3%

15%

Sep-10

Internet Brands, Inc.

Hellman & Friedman LLC

617.9

580.6

47%

38%

29%

Jan-13

Zipcar, Inc.

Avis Budget Group, Inc.

490.8

590.0

49%

43%

76%

Jan-11

Pre-Paid Legal Services, Inc.

MidOcean Partners

651.0

601.3

10%

10%

6%

Dec-12

Intermec, Inc.

Honeywell International, Inc.

603.4

601.5

25%

31%

43%

Jun-09

Axsys Technologies, Inc.

General Dynamics Corp.

627.8

601.6

8%

9%

30%

Jun-10

SonicWALL, Inc.

Ontario Teachers' Pension Plan Board / Thoma Bravo

633.6

602.1

32%

29%

19%

Mar-07

Stratos Global Corp.

Communications Investment Partners Ltd.

276.9

604.3

21%

22%

48%

Nov-12

Teavana Holdings, Inc.

Starbucks Corp.

598.2

607.0

53%

48%

20%

Apr-12

X-Rite, Inc.

Danaher Corp.

477.9

617.4

39%

23%

21%

Jan-09

Interwoven, Inc.

Autonomy Corp. PLC

760.5

622.0

37%

25%

47%

May-12

Cost Plus, Inc.

Bed Bath & Beyond, Inc.

494.8

631.0

22%

16%

23%

Jul-11

Ameron International Corp.

National-Oilwell Varco, Inc.

770.9

633.6

28%

27%

31%

Oct-07

Oglebay Norton Co.

L.V.I. Holding NV

520.3

647.3

5%

8%

20%

Apr-07

Inter-Tel (Delaware), Inc.

Mitel Networks Corp.

699.1

664.2

7%

8%

10%

May-07

CT Communications, Inc.

Windstream Corp.

639.2

664.3

46%

48%

21%

Mar-07

Sunterra Corp.

Diamond Resorts LLC

322.3

667.2

7%

36%

33%

Mar-07

Eschelon Telecom, Inc.

Integra Telecom, Inc.

542.6

667.8

17%

20%

30%

Jun-11

Central Vermont Public Service Corp.

Gaz MTtro LP

472.3

668.7

2%

3%

54%

Mar-11

Rural/Metro Corp.

Warburg Pincus & Co.

437.8

674.1

37%

39%

10%

Jul-11

SFN Group, Inc.

Randstad Holding NV

686.4

682.5

53%

44%

52%

Jun-07

Color Kinetics, Inc.

Royal Philips Electronics NV

732.3

687.7

14%

25%

58%

Mar-08

BladeLogic, Inc.

BMC Software, Inc.

775.1

695.2

19%

26%

62%

May-12

Standard Microsystems Corp.

Microchip Technology, Inc.

856.6

709.5

41%

41%

46%

Jun-10

Argon ST, Inc.

The Boeing Co.

755.5

713.8

41%

34%

45%

Dec-12

Eloqua, Inc.

Oracle Corp.

809.8

724.4

31%

33%

15%

Oct-09

iPCS, Inc.

Sprint Nextel Corp.

402.6

730.5

34%

35%

43%

May-12

Interline Brands, Inc.

Interline Brands, Inc. /Private Group/

749.9

734.1

42%

41%

23%

Jul-09

SPSS, Inc.

International Business Machines Corp.

922.5

744.7

42%

47%

48%

Mar-12

Great Wolf Resorts, Inc.

Apollo Management LP

162.4

745.2

19%

19%

50%

Jul-08

EnergySouth, Inc.

Sempra Energy

498.9

747.8

23%

39%

19%

Jul-07

Keystone Automotive Industries, Inc.

LKQ Corp.

795.3

774.9

10%

14%

19%

Jul-07

Option Care, Inc. (Illinois)

Walgreen Co.

677.2

780.0

27%

28%

35%

May-12

Charming Shoppes, Inc.

Ascena Retail Group, Inc.

859.1

783.7

25%

25%

27%

Aug-07

Gateway, Inc.

Acer, Inc.

709.4

783.8

57%

45%

12%

Jul-12

BrightPoint, Inc.

Ingram Micro, Inc.

622.5

787.4

66%

97%

78%

Apr-10

Protection One, Inc.

GTCR Golder Rauner LLC

394.2

802.1

13%

24%

48%

Jun-09

Wind River Systems, Inc.

Intel Corp.

884.3

809.7

44%

49%

65%

37

PRIVATE

AND

CONFIDENTIAL

Premium Paid Analysis

Source: Alacra.

(a) Excludes certain industry sectors including financial services, insurance, real estate and healthcare companies.

Selected 100% cash transactions over the last 6 years with an enterprise value between $500M -

$1B (a)

Unaffacted Premium to /

Deal

Enterprise

One-Day

Five- Day

One-Month

Announced

Seller

Buyer

Value

Value

Prior

Prior

Prior

Dec-12

TNS, Inc.

SIRIS Capital Group LLC

$513.2

$828.5

44%

42%

45%

Mar-10

BWAY Holding Co.

Madison Dearborn Partners LLC

448.3

829.9

15%

15%

25%

May-07

Stride Rite Corp.

Payless ShoeSource, Inc.

753.3

831.9

35%

39%

35%

Aug-10

Superior Well Services, Inc.

Nabors Industries Ltd.

681.5

847.4

21%

14%

35%

Nov-10

Art Technology Group, Inc.

Oracle Corp.

948.7

889.8

46%

37%

54%

Aug-10

Cogent, Inc.

3M Co.

930.5

912.5

18%

20%

17%

Oct-12

Ceradyne, Inc.

3M Co.

860.6

916.5

43%

40%

44%

Aug-12

TPC Group, Inc.

First Reserve Corp. / SK Capital Management LLC

705.5

918.2

14%

12%

21%

Oct-07

United Industrial Corp.

Textron, Inc.

801.9

933.7

7%

6%

19%

Jul-12

Peet's Coffee & Tea, Inc.

Joh. A. Benckiser GmbH

967.7

935.3

29%

37%

22%

Apr-11

Epicor Software Corp.

Apax Partners LLP

801.9

945.3

11%

18%

20%

Apr-10

Palm, Inc.

Hewlett-Packard Co.

961.9

976.6

23%

17%

6%

Mean

27%

29%

36%

Median

25%

28%

35%

38

PRIVATE

AND

CONFIDENTIAL

WACC

(a) Care’s financials and market data as of 9/25/12 (unaffected date).

(b) Source: Bloomberg 5-year adjusted weekly beta as reported on March 25, 2013.

(c) Assumes book value of debt approximates market value.

(d) Unlevered Beta = Levered Beta / {1+(Net Debt/Market Equity)*(1-Tax Rate)}.

(e) 10-year Treasury Note yield as of March 25, 2013.

(f) Source: Ibbotson 2013 Yearbook.

(g) Size premium of 2.70% for companies with market capitalizations between $254.6mm and $514.2mm.

(h) Marginal U.S. Corporate Tax Rate.

(i) WACC = (Net Debt/Capital) * After-Tax Cost of Debt + (Equity/Capital) * Cost of Equity.

(j) Relevered Beta = Unlevered Beta * {1+(Net Debt/Equity)*(1-Tax Rate)}.

(k) Cost of Equity = Risk Free Rate + (Relevered Beta * Market Risk Premium) + Size Premium.

(l) Median Unlevered Beta of Comps.

Comparable Companies

Assumptions

Current

Net Debt/

Risk Free Rate of Return (e)

1.93%

Levered

Market

Unlevered

Market Risk Premium (f)

6.70%

Name

Beta (b)

Equity (c)

Beta (d)

Size Premium (f) (g)

2.70%

American Greetings Corp. (a)

1.265

46.6%

0.971

Marginal Tax Rate (h)

35.00%

CSS Industries Inc.

1.043

--

1.043

Blyth, Inc.

1.525

--

1.525

Shutterfly, Inc.

1.095

--

1.095

1-800-Flowers.com Inc.

1.502

--

1.502

CafePress Inc.

1.418

--

1.418

Iconix Brand Group, Inc.

1.410

40.2%

1.118

Cherokee Inc.

1.121

9.8%

1.054

Meredith Corporation

1.257

20.6%

1.108

Barnes & Noble, Inc.

0.961

--

0.961

hhgregg, Inc.

1.065

--

1.065

Best Buy Co., Inc.

1.186

6.0%

1.141

GameStop Corp.

1.005

--

1.005

Mean (Excluding American Greetings Corp. (a))

1.216

6.4%

1.170

Median (Excluding American Greetings Corp. (a))

1.154

0.0%

1.102

American Greetings Corp. (a) Observed Weighted Average Cost of Capital (i)

Capital Structure

Cost of Equity

Cost of Debt

Net Debt/

Net Debt/

Unlevered

Levered

Cost of

Before

After

Based on:

Capital

Equity

Beta

Beta (j)

Equity (k)

Tax

Tax

WACC

Company Beta and Company D/E

31.8%

46.6%

0.971

1.265

13.1%

7.38%

4.79%

10.5%

Median Beta of Comps and Company D/E

0.0%

0.0%

1.095

1.095

12.0%

5.45%

3.54%

12.0%

Median Beta of Comps and D/E of Comps

0.0%

0.0%

1.102

1.102

12.0%

5.45%

3.54%

12.0%

Sensitivity to Capital Structure and Rates

Cost of Equity

Weighted Average Cost of Capital

Net Debt/

Net Debt/

Unlevered

Levered

Cost of

Pre-Tax Cost of Debt

Capital

Equity

Beta (l)

Beta (j)

Equity (k)

6.0%

7.0%

8.0%

9.0%

10.0%

11.0%

12.0%

0%

0.0%

1.102

1.102

12.0%

0%

12.0%

12.0%

12.0%

12.0%

12.0%

12.0%

12.0%

10%

11.1%

1.102

1.181

12.5%

10%

11.7%

11.7%

11.8%

11.9%

11.9%

12.0%

12.1%

20%

25.0%

1.102

1.281

13.2%

20%

11.3%

11.5%

11.6%

11.7%

11.9%

12.0%

12.1%

30%

42.9%

1.102

1.409

14.1%

30%

11.0%

11.2%

11.4%

11.6%

11.8%

12.0%

12.2%

40%

66.7%

1.102

1.579

15.2%

40%

10.7%

10.9%

11.2%

11.5%

11.7%

12.0%

12.2%

50%

100.0%

1.102

1.818

16.8%

50%

10.4%

10.7%

11.0%

11.3%

11.7%

12.0%

12.3%

60%

150.0%

1.102

2.176

19.2%

60%

10.0%

10.4%

10.8%

11.2%

11.6%

12.0%

12.4%

70%

233.3%

1.102

2.773

23.2%

70%

9.7%

10.1%

10.6%

11.1%

11.5%

12.0%

12.4%

39

PRIVATE

AND

CONFIDENTIAL

Select Public Company Analysis

Note:

All

operating

data

has

been

adjusted

to

exclude

unusual

and

extraordinary

items.

LTM

and

Calendar

Year

2012

(CY12)

EBITDA

for

Selected

E-Commerce

companies

excludes

stock-based

compensation

expense

as

guided by Wall Street research and public filings.

Note: For purposes of comparability, Care’s CY13E financials (fiscal year ended 2/28/13) are treated as CY12 (calendar year ending December 31, 2012).

(a)

Care

–

Unaffected

assumes

Care’s

share

price

of

$14.34

as

of

9/25/12

and

net

debt

as

of

8/24/12

of

$218.4mm.

Pre-Initial

Offer

LTM

EBITDA

of

$192.4mm

as

of

8/24/12

based

on

public

filings

and

with

certain

adjustments

based

on

Management

guidance.

FY2013E

EBITDA

of

$201.0mm

based

on

Management

Treasury

Model

dated

11/30/12,

with

certain

adjustments

based

on

Management

guidance. Diluted share count

as of 7/2/12.

(b)

Care

–

Current

assumes

Care’s

share

price

of

$16.24

as

of

3/25/13

and

preliminary

net

debt

of

$200.3mm

for

FY2013

(2/28/13),

per

Management

on

3/25/13.

LTM

EBITDA

of

$178.4mm

as

of

11/23/12

based

on

public

filings

and

with

certain

adjustments

based

on

Management

guidance.

FY2013E

EBITDA

of

$201.0mm

based

on

Management

Treasury

Model

dated

11/30/12,

with

certain

adjustments

based

on

Management

guidance.

Assumes

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

of

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be awarded in

May 2013, per Management guidance.

(c)

Excludes Care.

(d)

Barnes & Noble multiple as of 2/22/13, prior to announcement of potential sale of Retail Business.

(e)

Enterprise

value

represents

equity

value

plus

book

values

of

total

debt,

including

preferred

stock

and

minority

interest

less

cash.

Care

–

Unaffected

enterprise

value

assumes

net

debt

of

$218.4

as

of

8/24/12.

(f)

Source

of

projected

EPS,

EBIT,

EBITDA

and

Revenue:

ThomsonReuter's

median

estimate

of

Wall

Street

analysts

as

of

3/25/13.

Care

–

Unaffected

EPS

based

on

research

estimates

as

of

6/29/12.

(Amounts in Millions, Except for Per Share Amounts)

MARKET DATA

Closing

Premium (Discount)

Enterprise Value as a Multiple of:

P/E Multiple:

Price on

to 52 Week

Equity

Enterpris

LTM

LTM

CY2012

LTM

CY2013

Selected Companies

3/25/13

High

Low

Value

Value (e)

Revenue

Revenue

EBIT

EBITDA

Revenue (f)

EBIT (f)

EBITDA (f)

EPS

EPS (f)

Care - Unaffected (a)

$14.34

(26.5)

%

14.7

%

$500.6

$719.0

$1,708.2

42.1

%

4.9

x

3.7

x

39.1

%

4.6

x

3.6

x

NA

5.6

x

Care - Current (b)

16.24

(6.6)

28.3

554.7

755.0

1,750.0

43.1

5.7

4.2

41.0

4.9

3.8

NA

6.3

CSS Industries Inc.

25.19

--

39.5

238.5

185.1

371.7

49.8

6.0

4.8

49.8

6.0

4.8

11.8

NA

Blyth, Inc.

16.91

(62.9)

25.7

280.0

343.8

1,179.5

29.1

3.6

3.2

29.1

3.6

3.2

6.7

x

NA

Social Expression Median (c)

(31.4)

%

32.6

%

39.5

%

4.8

x

4.0

x

39.5

%

4.8

x

4.0

x

9.2

x

NA

Social Expression Mean (c)

(31.4)

32.6

39.5

4.8

4.0

39.5

4.8

4.0

9.2

NA

Social Expression High (c)

-

39.5

49.8

6.0

4.8

49.8

6.0

4.8

11.8

NA

Social Expression Low (c)

(62.9)

25.7

29.1

3.6

3.2

29.1

3.6

3.2

6.7

NA

Quad/Graphics, Inc.

24.18

(1.0)

124.7

1,163.8

2,457.4

4,094.0

60.0

10.9

4.4

60.0

10.9

4.4

9.2

11.5

R.R. Donnelley & Sons Company

11.76

(11.3)

37.1

2,124.2

5,148.0

10,221.9

50.4

6.9

4.2

50.4

6.9

4.2

6.3

7.4

Scholastic Corporation

26.29

(29.3)

0.9

841.2

799.3

1,968.8

40.6

6.3

4.0

40.6

6.3

4.0

11.2

9.3

Print Media Median (c)

(11.3)

%

37.1

%

50.4

%

6.9

x

4.2

x

50.4

%

6.9

x

4.2

x

9.2

x

9.3

x

Print Media Mean (c)

(13.9)

54.2

50.3

8.0

4.2

50.3

8.0

4.2

8.9

9.4

Print Media High (c)

(1.0)

124.7

60.0

10.9

4.4

60.0

10.9

4.4

11.2

11.5

Print Media Low (c)

(29.3)

0.9

40.6

6.3

4.0

40.6

6.3

4.0

6.3

7.4

PagesJaunes Groupe

2.32

(37.1)

41.7

643.3

2,863.8

1,372.5

208.7

5.5

5.0

208.7

5.5

5.0

3.3

3.3

Eniro AB

1.74

(29.5)

54.4

174.5

599.2

613.6

97.7

7.3

3.8

97.7

7.3

3.8

4.4

3.8

Yellow Media Limited

9.89

(3.4)

75.8

276.4

1,041.5

1,083.5

96.1

2.3

2.0

96.1

2.3

2.0

NM

NM

Directories Median (c)

(29.5)

%

54.4

%

97.7

%

5.5

x

3.8

x

97.7

%

5.5

x

3.8

x

3.8

x

3.5

x

Directories Mean (c)

(23.3)

57.3

134.1

5.0

3.6

134.1

5.0

3.6

3.8

3.5

Directories High (c)

(3.4)

75.8

208.7

7.3

5.0

208.7

7.3

5.0

4.4

3.8

Directories Low (c)

(37.1)

41.7

96.1

2.3

2.0

96.1

2.3

2.0

3.3

3.3

Shutterfly, Inc.

43.39

(3.8)

82.7

1,624.7

1,379.6

640.6

215.3

29.8

10.3

215.3

29.8

10.3

62.0

NM

1-800-Flowers.com Inc.

5.05

(1.0)

79.1

326.9

321.7

733.1

43.9

14.5

6.8

43.9

14.5

6.8

19.2

18.7

CafePress Inc.

6.08

(68.3)

23.8

105.2

65.4

217.8

30.1

19.2

3.7

30.1

19.2

3.7

41.7

35.8

Selected E-Commerce Median (c)

(3.8)

%

79.1

%

43.9

%

19.2

x

6.8

x

43.9

%

19.2

x

6.8

x

41.7

x

27.2

x

Selected E-Commerce Mean (c)

(24.3)

61.9

96.4

21.2

7.0

96.4

21.2

7.0

41.0

27.2

Selected E-Commerce High (c)

(1.0)

82.7

215.3

29.8

10.3

215.3

29.8

10.3

62.0

35.8

Selected E-Commerce Low (c)

(68.3)

23.8

30.1

14.5

3.7

30.1

14.5

3.7

19.2

18.7

Iconix Brand Group, Inc.

25.80

--

77.6

1,702.7

2,473.0

353.8

699.0

11.5

11.1

699.0

11.5

11.1

15.2

12.2

Cherokee Inc.

14.03

(7.5)

26.9

117.8

128.8

26.5

485.2

10.9

9.6

NA

NA

NA

16.1

13.8

Meredith Corporation

37.22

(15.8)

36.8

1,651.3

1,991.6

1,434.8

138.8

9.1

7.6

138.8

9.1

7.6

13.3

14.4

Licensing Median (c)

(7.5)

%

36.8

%

485.2

%

10.9

x

9.6

x

418.9

%

10.3

x

9.3

x

15.2

x

13.8

x

Licensing Mean (c)

(7.8)

47.1

441.0

10.5

9.4

418.9

10.3

9.3

14.9

13.5

Licensing High (c)

-

77.6

699.0

11.5

11.1

699.0

11.5

11.1

16.1

14.4

Licensing Low (c)

(15.8)

26.9

138.8

9.1

7.6

138.8

9.1

7.6

13.3

12.2

Barnes & Noble, Inc. (d)

13.51

(34.9)

25.3

809.3

1,158.6

7,156.9

16.2

NM

5.2

16.4

NM

5.9

NM

NM

hhgregg, Inc.

11.06

(7.0)

86.2

369.0

353.5

2,490.9

14.2

6.9

3.9

14.2

6.9

3.9

8.6

14.4

Best Buy Co., Inc.

23.20

(15.2)

105.5

7,843.6

8,967.6

49,621.0

18.1

6.0

3.7

18.1

6.0

3.7

12.8

10.7

GameStop Corp.

25.38

(8.8)

61.3

3,104.3

2,737.9

8,903.8

30.7

4.5

3.5

31.2

4.4

3.4

27.2

7.4

Selected Low-Growth Retail Median (c)

(12.0)

%

73.8

%

17.1

%

6.0

x

3.8

x

17.2

%

6.0

x

3.8

x

12.8

x

10.7

x

Selected Low-Growth Retail Mean (c)

(16.5)

69.6

19.8

5.8

4.1

20.0

5.8

4.2

16.2

10.8

Selected Low-Growth Retail High (c)

(7.0)

105.5

30.7

6.9

5.2

31.2

6.9

5.9

27.2

14.4

Selected Low-Growth Retail Low (c)

(34.9)

25.3

14.2

4.5

3.5

14.2

4.4

3.4

8.6

7.4

EX-99.(C)(8)

MARCH

28, 2013

Project Care

Board Discussion Materials

Exhibit (c)(8)

PRIVATE

AND

CONFIDENTIAL

1

PRIVATE

AND

CONFIDENTIAL

This presentation has been prepared for the Special Committee (the “Special Committee”) of the Board of Directors (the “Board of Directors”)

and the Board of Directors of a company code named Care (the “Company”) by Peter J. Solomon Company, L.P. (“PJSC”) from materials and

information supplied (whether orally or in writing) by or on behalf of the Company and from publicly available information. We have relied upon

the accuracy and completeness of the foregoing information and have not assumed any responsibility for any independent verification of such

information or any independent valuation or appraisal of any of the assets or liabilities of the Company. This presentation is for discussion

purposes

only

and

is

incomplete

without

reference

to,

and

should

be

viewed

only

in

conjunction

with,

the

oral

briefing

provided

by

PJSC.

This presentation includes certain statements, estimates and projections provided by the Company with respect to anticipated future

performance of the Company.  We have assumed such statements, estimates and projections have been reasonably prepared on bases

reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the

Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by the

Company's

management.

These

assumptions

and

judgments

may

or

may

not

be

correct,

and

there

can

be

no

assurance

that

any

projected

results are attainable or will be realized.  PJSC has not attempted to verify any such statements, estimates and projections, and as such PJSC

makes no representation or warranty as to, and assumes no responsibility for, their accuracy or completeness and for the effect which any

such inaccuracy or incompleteness may have on the results or judgments contained in this presentation.

Except where otherwise indicated, this analysis speaks only as of the date hereof.  Under no circumstances should the delivery of this

document

imply

that

the

analysis

would

be

the

same

if

made

as

of

any

other

date.

Actual

results

may

vary

from

the

estimates

and

projections

contained herein and such variations may be material.

THIS PRESENTATION HAS BEEN DELIVERED FOR THE INFORMATION AND ASSISTANCE OF THE SPECIAL COMMITTEE AND THE

BOARD OF DIRECTORS IN ITS CAPACITY AS SUCH.  IT IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE

USED OR RELIED UPON, BY ANY OTHER PERSON.

THIS PRESENTATION IS CONFIDENTIAL AND SHOULD NOT, WITHOUT PRIOR WRITTEN CONSENT OF PJSC, BE COPIED OR MADE

AVAILABLE TO ANY PERSON OTHER THAN THE SPECIAL COMMITTEE OR THE BOARD OF DIRECTORS PRIOR TO SUCH TIME, IF

ANY, AS IT MAY BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

PJSC SHALL NOT HAVE LIABILITY, WHETHER DIRECT OR INDIRECT, IN CONTRACT OR TORT OR OTHERWISE, TO ANY PERSON

IN CONNECTION WITH THIS PRESENTATION.

2

PRIVATE

AND

CONFIDENTIAL

Table of Contents

Section

I

Summary Transaction Overview

3

II

Summary Financial Performance

6

III

Summary Stock Price Performance

16

IV

Summary Valuation Analysis

20

Appendix

A

Supplemental Information

35

3

PRIVATE

AND

CONFIDENTIAL

Summary Transaction Overview

4

PRIVATE

AND

CONFIDENTIAL

Summary Transaction Overview

(a)

Represents closing price as of 9/25/12, unaffected for announcement of offer of $17.18 per share, which was made after the market close.

(b)

Assumes

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

for

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in

May 2013, per

Management guidance.

(c)

Source: Preliminary estimate of debt and cash for FY2013 (2/28/13), per Management on 3/25/13.

(d)

Source: Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance.

(e)

Source: Management Treasury Model dated 11/30/12.

The Weiss Family has offered to acquire the remaining shares of Care that it does not own for $18.20

per share (the “Final

Offer”); the Weiss Family’s initial offer price was $17.18 (the “Initial Offer”), made on 9/25/12 and its revised offer price was

$17.50 per share (the “Revised Offer”) made on 1/17/13

The Weiss Family has stated that it has no intention to sell any

of its interest in the Company, for which it has discretion, or

vote

in favor of any alternative sale, merger or similar transaction involving the Company

(Amounts in Millions, Except Per Share Data)

Cash Purchase

Price Per Share

$18.20

Premium / Discount to:

Price

Date

Closing Stock Price:

$16.10

(03/28/13)

13.0%

Unaffected Share Price Prior to Initial Offer

(a)

:

14.34

(09/25/12)

26.9%

30 Calendar Days Prior to Initial Offer:

14.25

(08/27/12)

27.7%

52-Week Low Prior to Initial Offer:

12.50

(01/04/12)

45.6%

52-Week High Prior to Initial Offer:

19.50

(09/27/11)

(6.7%)

Diluted Share Count

(b)

34.2

Implied Equity Value

$622.1

Plus: Debt

(c)

286.4

Less: Cash

(c)

(86.1)

Implied Enterprise Value

$822.4

Implied Enterprise Value as a Multiple of:

Adjusted EBITDA

FY13E

(d)

$201.0

4.1

x

FY14E

(e)

208.5

3.9

5

PRIVATE

AND

CONFIDENTIAL

Form of Transaction

Structure &

Consideration

•

Merger of Merger Sub, a direct wholly owned subsidiary of Parent, with and into Care with Care surviving the Merger as a

wholly owned subsidiary of Parent

•

$18.20 per share in cash

Weiss Family Rollover

•

Certain Weiss Family shareholders will contribute (or “rollover”) their shares in Care to Parent in connection with the Merger

Guaranty and Voting

Agreement

•

Certain members of the Weiss Family will enter into a guaranty and voting agreement in favor of Care

•

Guaranty capped at $7.3

million

Merger Agreement

•

Sullivan & Cromwell has provided a separate summary of the material terms of the Merger Agreement

Financing Sources (a)

•

$225mm rollover of existing Senior Notes

•

$14mm in cash from the balance sheet

•

Plus committed financing and available credit facilities

•

$200mm New Revolving Credit Facility (undrawn at close)

•

$400mm Term Loan B

•

$240mm New HoldCo Preferred Equity (potential to issue up to $255mm)

•

$40mm Weiss Family Rollover Equity

Summary of Selected Transaction Terms

(a) Source: Management. Preliminary sources of funds as of 3/26/13.

6

PRIVATE

AND

CONFIDENTIAL

Summary Financial Performance

7

PRIVATE

AND

CONFIDENTIAL

(Amounts in Millions, Except Per Share Data)

Fiscal Year Ended February 28,

LTM

FY09-FY12

FY10-FY12

2009

2010

2011

2012

Nov-12

CAGR

CAGR

Total Revenue

$1,690.7

$1,640.9

$1,597.9

$1,695.1

$1,750.0

0.1%

1.6%

Cost of Goods Sold

810.0

713.1

682.4

741.6

775.6

Gross Profit

880.8

949.5

915.5

953.5

974.4

2.7%

0.2%

EBIT

(253.2)

139.1

174.7

149.6

48.7

Net Income

(227.8)

81.6

87.0

57.2

(7.9)

Diluted Earnings Per Share

($4.89)

$2.03

$2.11

$1.42

($0.23)

EBIT

($253.2)

$139.1

$174.7

$149.6

$48.7

Goodwill Impairment

290.2

--

0.3

27.2

27.2

Transaction Adjustments

--

24.0

9.6

2.4

34.4

SBT and Other

(0.2)

25.5

5.7

2.3

21.4

Adjusted EBIT

36.8

188.6

190.3

181.4

131.6

70.2%

(1.9%)

D&A

50.0

45.2

41.0

43.7

46.8

Adjusted EBITDA

$86.8

$233.8

$231.4

$225.1

$178.4

37.4%

(1.9%)

Margins

Gross Margin

52.1

%

57.9

%

57.3

%

56.2

%

55.7

%

Adjusted EBITDA

5.1

14.2

14.5

13.3

10.2

Adjusted EBIT

2.2

11.5

11.9

10.7

7.5

Growth Rates

Total Revenue

(4.8)

%

(3.0)

%

(2.6)

%

6.1

%

4.9

%

Adjusted EBIT

(75.7)

412.9

0.9

(4.7)

(18.1)

Adjusted EBITDA

(56.6)

169.4

(1.0)

(2.7)

(12.8)

Diluted Earnings Per Share

NM

NM

3.9

(32.7)

NM

Summary Balance Sheet and Cash Flow Data

Cash

$60.2

$137.9

$215.8

$132.4

$63.3

Total Debt

390.2

329.7

232.7

225.2

356.8

Net Debt

330.0

191.8

16.9

92.7

293.5

Depreciation and Amortization

50.0

45.2

41.0

43.7

46.8

Capital Expenditures

(55.7)

(26.6)

(36.3)

(70.9)

(109.4)

Free Cash Flow (a)

17.3

170.9

143.5

45.6

70.1

Summary Leverage Statistics

Total Debt / Adj. EBITDA

4.5

x

1.4

x

1.0

x

1.0

x

2.0

x

Net Debt / Adj. EBITDA

3.8

0.8

0.1

0.4

1.6

(Adj. EBITDA - Cap Ex) / Int. Expense

1.6

8.4

7.9

7.2

4.0

Historical Financials

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Form 10-Q for the period ended 11/23/12, with certain adjustments for FY2010-FY2012 and LTM for period ended

11/23/12, including certain reclassifications of Depreciation and Amortization for FY2012 and LTM for period ended 11/23/12, based on Management guidance.

CAGR = Compounded Annual Growth Rate.

(a)

Defined as Cash Flow from Operations less Capital Expenditures.

8

PRIVATE

AND

CONFIDENTIAL

$1,174

$1,099

$1,156

$1,222

$1,180

$1,147

$1,264

$1,197

$1,229

$1,239

$1,190

$1,185

$1,177

$1,000

$1,050

$1,100

$1,150

$1,200

$1,250

$1,300

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

FY2011

FY2012

FY2013E

FY2014E

FY2015E

FY2016E

$308

$235

$317

$188

$201

$141

$241

$193

$171

$166

$175

$167

$159

26.2%

21.4%

27.4%

15.4%

17.0%

12.3%

19.0%

16.2%

13.9%

13.4%

14.7%

14.1%

13.5%

10%

15%

20%

25%

30%

35%

40%

$50

$100

$150

$200

$250

$300

$350

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

FY2011

FY2012

FY2013E

FY2014E

FY2015E

FY2016E

Operating Income $mm

Operating Margin %

NAGCD Historical Financial Trends

Historical and Projected NAGCD Revenue

Source: Care Management.

(a) Adjusted to normalize for the Company’s North American goodwill impairment in FY2009 ($47.9mm add back) and FY2012 ($21.3mm add back) and the sale of Amscan Party Goods in FY2010 (net reduction of $18.4mm).

(Amounts in Millions)

Historical and Projected NAGCD Operating Income and Margin (a)

Includes Acquisitions of Papyrus and RPG

2010 Papyrus and

RPG Revenue: $129

NAGCD comprised approximately 68% of Care’s total revenue in FY2009 and is estimated to comprise approximately 67% of

Care’s total projected revenue in FY2013

9

PRIVATE

AND

CONFIDENTIAL

Evolution of Selected Key Metrics

(a)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBITDA based on Management guidance.

(b)

Source: Company’s Form 10-Q for the periods ended 8/24/12 and 11/23/12, with certain adjustments to EBITDA, including certain reclassifications of Depreciation and Amortization for LTM periods ended 8/24/12 and

11/23/12, based on Management guidance.

(c)

Source: Debt and cash per Management’s December FY2013 balance sheet.

(d)

Source: Debt and cash per Management’s January FY2013 balance sheet.

(e)

Source: 3/25/13 cash and debt balances represent preliminary estimate of debt and cash for FY2013 (2/28/13), per Management on 3/25/13.

LTM

FY 2013E (a)

As of

Treasury Model (As Presented At Special Committee

Meetings on Dates Below)

Treasury

Model as of

8/24/12 (b)

11/23/12 (b)

12/28/12 (c)

1/31/13 (d)

10/26/12

11/19/12

12/07/12

01/27/13

3/25/13 (e)

Total Revenue

$1,708.2

$1,750.0

NA

NA

$1,830.2

$1,840.6

$1,840.6

$1,840.6

$1,840.6

EBITDA

192.4

178.4

NA

NA

182.8

183.5

196.1

195.6

201.0

Debt

$280.2

$356.8

$365.2

$300.2

$245.2

$245.2

$245.2

$245.2

$286.4

Cash

(61.7)

(63.3)

(61.6)

(97.8)

(62.1)

(61.9)

(39.3)

(39.3)

(86.1)

Net Debt

218.4

293.5

303.6

202.4

183.1

183.3

205.8

205.8

200.3

10

PRIVATE

AND

CONFIDENTIAL

Schedule of Adjustments

Source: Company’s Forms 10-K for the fiscal years ended 2/28/10, 2/28/11, and 2/29/12, and Company’s Form 10-Q for LTM period ended 11/23/12, with certain adjustments, including certain reclassifications of Depreciation

and Amortization for FY2012 and LTM for period ended 11/23/12, based on Management guidance; FY2013E based on Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance.

(Amounts in Millions)

Fiscal Year Ended February 28,

LTM

FYE 2/28,

2010

2011

2012

Nov-12

2013

Operating Income

$139.1

$174.7

$149.6

$48.7

$79.8

Depreciation & Amortization

45.2

41.0

43.7

46.8

45.5

Unadjusted EBITDA

$184.3

$215.8

$193.2

$95.4

$125.3

Charges Associated With Clinton Cards

--

--

--

34.5

35.2

Impairments, debt expense and fees

Party Goods Transaction

(18.4)

--

--

--

--

Gain on sale

Mexico Shutdown

18.2

--

--

--

--

Closing of Carlton Mexico

Retail Disposition

29.2

--

--

--

--

Sales of stores to Schurman

RPG Transaction Costs

--

10.3

--

--

--

Fees associated with purchase of RPG

Lawsuit

24.0

--

--

--

--

Settlement of a RPG lawsuit

Goodwill and Other Intangibles Impairment

--

0.3

27.2

27.2

--

Related to NAGCD, UK and Interactive

Gain from Sale of Intellectual Property

--

--

(4.5)

--

--

Sold certain minor character properties

Gain from Liquidation of Business in France

(3.3)

--

--

--

--

Currency translation adjustment from sale

Loss on Sale of WHQ

--

--

--

--

21.4

Estimated loss on sale of WHQ

One Time Legal Costs

--

--

--

10.5

6.0

Reversal of accrual for certain legal expenses

Voluntary Compliance Program

--

--

--

--

0.9

Related to prior years' underexpensing catch up

Webshots

(1.7)

(0.7)

2.4

(0.1)

(2.3)

Pro forma adjustment for sale of Webshots

Properties Licensing Termination Expense

--

--

--

2.1

2.1

Termination of Certain Agency Agreements

Proposed Going Private Transaction Costs

--

--

--

2.0

3.2

Current process costs

Scan-Based Trading

1.5

5.7

6.8

6.8

9.2

Impact of scan-based trading conversions

Total Adjustment

$49.5

$15.6

$31.9

$83.0

$75.7

Adjusted EBITDA

$233.8

$231.4

$225.1

$178.4

$201.0

Adjusted EBIT

188.6

190.3

181.4

131.6

155.5

Total Adjustments as a % of Unadjusted EBITDA

26.9%

7.2%

16.5%

86.9%

60.4%

11

PRIVATE

AND

CONFIDENTIAL

Historical Adjusted EBITDA as Publicly Reported vs. Management

(a)

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Form 10-Q for the period ended 11/23/12.

(b)

Source: adjustment amounts per Company’s Forms 10-K and 8-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Company’s Form 10-Q and 8-K for LTM period ended 11/23/12.

(c)

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Form 10-Q for the period ended 11/23/12, with certain adjustments for FY2009-FY2012 and LTM for period ended

11/23/12, including certain reclassifications of Depreciation and Amortization for FY2012 and LTM for period ended 11/23/12, based on Management guidance.

(d)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E Adjusted EBITDA based on Management guidance.

Unadjusted EBITDA, Adjusted EBITDA as Publicly Reported and Management Adjusted EBITDA ($mm)

Unadjusted

EBITDA (d)

Adjusted

EBITDA (d)

Treasury

Growth Rates

2010

2011

2012

LTM Nov-12

Plan 2013E (d)

Unadjusted EBITDA (a)

NM

17.1%

(12.5%)

(55.2%)

(33.6%)

Public Adj. EBITDA (b)

161.6%

2.0%

(6.4%)

(23.9%)

Management Adj. EBITDA (c)

169.4%

(1.0%)

(2.7%)

(12.4%)

(10.7%)

($203.2)

$184.3

$215.8

$188.8

$91.0

$125.3

$87.0

$227.6

$232.1

$217.2

$156.9

NA

$86.8

$233.8

$231.4

$225.1

$178.4

$201.0

($250)

($150)

($50)

$50

$150

$250

2009

2010

2011

2012

LTM Nov-12

Treasury Plan

2013E (d)

Unadjusted EBITDA (a)

Public Adj. EBITDA (b)

Management Adj. EBITDA (c)

12

PRIVATE

AND

CONFIDENTIAL

$1,636

$1,695

$1,668

$1,794

$1,841

$1,693

$1,883

$1,665

$1,954

$1,701

$1,724

--

$500

$1,000

$1,500

$2,000

$2,500

FY11

Plan

FY12

Actual

FY11

Plan

FY12

Plan

Latest

Est.(a)

FY11

Plan

FY12

Plan

FY13

Plan

FY12

Plan

FY13

Plan

FY13

Plan

$184

$181

$196

$185

$155

$208

$160

$154

$204

$157

$169

$0

$50

$100

$150

$200

$250

FY11

Plan

FY12

Actual

FY11

Plan

FY12

Plan

Latest

Est.(a)

FY11

Plan

FY12

Plan

FY13

Plan

FY12

Plan

FY13

Plan

FY13

Plan

Evolution of Management Forecasts

Source: Company's Form 10-K for fiscal year ended 2/29/12 and Care Management Strategic Plans.

(a) Latest estimate based on Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBIT based on Management guidance.

Total Revenue

Total EBIT

FY2012

FY2013

FY2014

FY2015

FY2016

Clinton

Revenue

$233

FY2012

FY2013

FY2014

FY2015

FY2016

13

PRIVATE

AND

CONFIDENTIAL

Care Consolidated Financial Snapshot

Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11 and 2/29/12, with certain adjustments, including certain reclassifications of Depreciation and Amortization for based on Management

guidance. FY2013-FY2018 based on Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E EBITDA based on Management guidance.

Total Revenue

Adjusted EBIT and EBITDA

11.3%

5.1%

14.2%

14.5%

13.3%

10.9%

10.8%

11.4%

11.9%

12.2%

12.5%

(76%)

413%

1%

(5%)

(14%)

(3%)

4%

4%

% Growth

4%

4%

8.5%

2.2%

11.5%

11.9%

10.7%

8.4%

7.8%

8.1%

8.4%

8.7%

9.0%

% Margin

$151

$37

$189

$190

$181

$155

$151

$157

$163

Adjusted EBIT

$170

$176

$1,776

$1,691

$1,641

$1,598

$1,695

$1,841

$1,935

$1,940

$1,945

$1,950

$1,955

$0

$500

$1,000

$1,500

$2,000

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

% Margin

$200

$87

$234

$231

$225

$201

$208

$221

$231

$238

$244

$0

$50

$100

$150

$200

$250

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

FY08 –

FY12 CAGR: 3.0%

14

PRIVATE

AND

CONFIDENTIAL

Care Consolidated Financial Snapshot

Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11 and 2/29/12, and Management Treasury Model dated 11/30/12.

(a) Defined as Cash Flow from Operations less Capital Expenditures.

Capital Expenditures

Free Cash Flow (a)

3.2%

3.3%

1.6%

2.3%

4.2%

6.9%

8.7%

7.2%

2.4%

2.4%

2.4%

% of Revenue

$57

$56

$27

$36

$71

$128

$169

$139

$46

$46

$46

$0

$50

$100

$150

$200

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

$187

$17

$171

$143

$46

$16

($9)

$35

$137

$138

$142

-$50

$0

$50

$100

$150

$200

08A

09A

10A

11A

12A

13E

14E

15E

16E

17E

18E

15

PRIVATE

AND

CONFIDENTIAL

Summary Projected Financials

Source: Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E based on Management guidance.  FY2013 cash and debt balances are preliminary year end (2/28/13) amounts per Management on

3/25/13.

(a)

2013 net income and EPS unadjusted for non-recurring and extraordinary items; Management did not provide adjustments.

(b)

Defined as Cash Flow from Operations less Capital Expenditures.

(Amounts in Millions, Except Per Share Data)

Projected Fiscal Year Ended February 28,

FY13-FY18

2013E

2014E

2015E

2016E

2017P

2018P

CAGR

Total Revenue

$1,840.6

$1,935.1

$1,939.9

$1,944.8

$1,949.6

$1,954.5

1.2%

Gross Profit

1,028.9

1,083.6

1,088.3

1,093.0

1,097.6

1,102.3

1.4%

Adjusted EBITDA

201.0

208.5

221.4

230.5

238.0

244.2

4.0%

Adjusted EBIT

155.5

150.8

157.0

163.3

169.5

175.8

2.5%

Net Income (a)

37.3

83.4

87.8

91.4

95.4

99.4

21.7%

Diluted Earnings Per Share (a)

$1.10

$2.58

$2.67

$2.74

$2.81

$2.89

21.3%

Margins

Gross Profit

55.9

%

56.0

%

56.1

%

56.2

%

56.3

%

56.4

%

Adjusted EBITDA

10.9

10.8

11.4

11.9

12.2

12.5

Adjusted EBIT

8.4

7.8

8.1

8.4

8.7

9.0

Net Income as Reported

2.0

4.3

4.5

4.7

4.9

5.1

Growth Rates

Total Revenue

8.6

%

5.1

%

0.3

%

0.3

%

0.3

%

0.2

%

Adjusted EBITDA

(10.7)

3.7

6.2

4.1

3.2

2.6

Adjusted EBIT

(14.3)

(3.0)

4.2

4.0

3.8

3.7

Diluted Earnings Per Share

(22.4)

133.9

3.6

2.6

2.8

2.8

Summary Balance Sheet and Cash Flow Data

Cash

$86.1

$53.7

$82.0

$243.4

$361.3

$482.9

Total Debt

286.4

288.2

301.2

345.2

345.2

345.2

Net Debt

200.3

234.4

219.2

101.8

(16.1)

(137.7)

Depreciation and Amortization

45.5

57.7

64.4

67.2

68.4

68.4

Capital Expenditures

(127.8)

(169.2)

(139.1)

(46.0)

(46.0)

(46.0)

Free Cash Flow (b)

16.4

(9.5)

34.7

137.1

137.9

142.0

Leverage and Interest Coverage Ratios

Total Debt / Adj. EBITDA

1.4

x

1.4

x

1.4

x

1.5

x

1.5

x

1.4

x

Net Debt / Adj. EBITDA

1.0

1.1

1.0

0.4

NM

NM

(Adj. EBITDA - CapEx) / Interest, Net

4.4

2.1

4.6

10.1

10.5

11.0

16

PRIVATE

AND

CONFIDENTIAL

Summary Stock Price Performance

17

PRIVATE

AND

CONFIDENTIAL

Initial

Offer

$17.18

Revised

Offer

$17.50

Summary Stock Price Performance

Five years prior to Initial Offer of $17.18

Source: Capital IQ as of 3/28/13.

Final

Offer

$18.20

$16.10

$18.20

1-Year Average

$15.06

2-Year Average

$18.49

3-Year Average

$19.39

5-Year Average

$17.38

4-Year Average

$16.88

Closing Stock Price Performance

Period Prior to

Initial Offer

Median

Mean

1-Year

$14.93

$15.06

2-Year

18.40

18.49

3-Year

20.25

19.39

4-Year

18.02

16.88

5-Year

18.49

17.38

$0.00

$5.00

$10.00

$15.00

$20.00

$25.00

$30.00

Sep-07

Mar-08

Sep-08

Mar-09

Sep-09

Mar-10

Sep-10

Mar-11

Sep-11

Mar-12

Sep-12

Mar-13

18

PRIVATE

AND

CONFIDENTIAL

Summary Stock Price Performance

Two years prior to Initial Offer of $17.18

Source: Capital IQ as of 3/28/13. 

(a) Closing Price on 3/28/13.

(b) Represents closing price as of 9/25/12, unaffected for announcement of Initial Offer, which was made after the market close.

$16.10

$18.20

6-Month Average

$14.43

3-Month Average

$14.15

1-Year Average

$15.06

2-Year  Average

$18.49

Initial

Offer

$17.18

Revised

Offer

$17.50

Final

Offer

$18.20

Closing Stock Price History

$18.20 Final Offer As

Price

Premium / (Discount)

Closing Stock Price (a)

$16.10

13.0%

Unaffected Share Price Prior to Initial Offer (b)

14.34

26.9%

30 Calendar Days Prior to Initial Offer

14.25

27.7%

52-Week Low Prior to Initial Offer

12.50

45.6%

52-Week High Prior to Initial Offer

19.50

(6.7%)

$10.00

$15.00

$20.00

$25.00

$30.00

Sep-10

Dec-10

Feb-11

May-11

Jul-11

Oct-11

Dec-11

Feb-12

May-12

Jul-12

Oct-12

Dec-12

Mar-13

19

PRIVATE

AND

CONFIDENTIAL

Summary of Trading Ranges

Shares traded at various prices

Source: Capital IQ as of 3/28/13.

97% of shares that traded over the one-year period prior to the 9/25/12 Initial Offer traded below the $17.50 Revised Offer

2-Year

1-Year

(Period ending September 25, 2012, except for “Since 9/25 Initial Offer of $17.18”

chart)

180-Days

90-Days

30-Days

Since 9/25 Initial Offer (125 Days)

Avg. Daily Trading Vol. (000s)

535.8

Average Price:

$15.06

Avg. Daily Trading Vol. (000s)

361.5

Average Price:

$14.15

Avg. Daily Trading Vol. (000s)

328.0

Average Price:

$15.08

Avg. Daily Trading Vol. (000s)

409.3

Average Price:

$18.49

Avg. Daily Trading Vol. (000s)

475.3

Average Price:

$14.43

Avg. Daily Trading Vol. (000s)

339.9

Average Price:

$16.69

Total # of Shares Traded (mm)

42.5

% of Total Shares

125.4%

% of Public Float

139.7%

34%

35%

22%

9%

0%

0%

0

1

2

3

4

5

6

7

8

9

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

0%

28%

41%

30%

0%

0%

0

1

2

3

4

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

29%

20%

16%

16%

7%

11%

0%

0

2

4

6

8

10

12

14

Below

$16.70

$16.70-

$16.85

$16.86-

$17.00

$17.01-

$17.10

$17.11-

$17.17

$17.18-

$17.49

$17.50

and

Above

13%

29%

35%

23%

0%

0%

0

5

10

15

20

25

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

19%

17%

25%

21%

15%

3%

0

5

10

15

20

25

30

35

40

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

12%

11%

16%

14%

10%

36%

0

10

20

30

40

50

60

70

80

Below

$13.50

$13.50 -

$14.49

$14.50 -

$15.49

$15.50 -

$16.49

$16.50 -

$17.49

$17.50 and

Above

20

PRIVATE

AND

CONFIDENTIAL

Summary Valuation Analysis

21

PRIVATE

AND

CONFIDENTIAL

$12.50

$11.50

$14.38

$11.75

$12.75

$14.25

$16.00

$19.50

$20.00

$25.00

$20.50

$20.00

$20.50

$22.00

$10.00

$12.50

$15.00

$17.50

$20.00

$22.50

$25.00

52-Week Trading Range

Comparable Companies

25% Premium to Comparable

Companies

Precedent Transactions

Present Value of Future Share

Price (a)

Sum of the Parts

DCF

Revised Offer

1/17/13

Unaffected Share

9/25/12

(a)

Includes

present

value

of

future

quarterly

dividend

payments

of

$0.15

per

share.

Summary Valuation Analysis

$14.34

$16.10

Closing Stock Price

3/28/13

Final Offer

3/28/13

$18.20

22

PRIVATE

AND

CONFIDENTIAL

Implied Share Price at Various Premia

Source: Capital IQ.

Note: Historical stock prices represent market close values based on calendar days.

(a) Represents closing price as of 9/25/12, unaffected for announcement of Initial Offer, which was made after the market close.

Illustrative

Premium

Benchmarked

to

9/25/12

-

Date

of

Initial

Offer

30-Day

Prior

1-Day Prior

30-Day Average

60-Day Average

90-Day Average

180-Day Average

1-Year Average

$14.25

$14.34 (a)

$15.08

$14.42

$14.15

$14.43

$15.06

$17.50

22.8%

22.0%

16.0%

21.4%

23.7%

21.3%

16.2%

17.75

24.6%

23.8%

17.7%

23.1%

25.4%

23.0%

17.9%

18.00

26.3%

25.5%

19.4%

24.8%

27.2%

24.7%

19.5%

18.25

28.1%

27.3%

21.0%

26.6%

29.0%

26.5%

21.2%

18.50

29.8%

29.0%

22.7%

28.3%

30.7%

28.2%

22.8%

18.75

31.6%

30.8%

24.3%

30.0%

32.5%

29.9%

24.5%

Illustrative

Share

Prices

Benchmarked

to

9/25/12

-

Date

of

Initial

Offer

30-Day

Prior

1-Day Prior

30-Day Average

60-Day Average

90-Day

Average

180-Day Average

1-Year Average

$14.25

$14.34 (a)

$15.08

$14.42

$14.15

$14.43

$15.06

10%

$15.68

$15.77

$16.59

$15.86

$15.57

$15.87

$16.57

20%

17.10

17.21

18.10

17.30

16.98

17.32

18.07

30%

18.53

18.64

19.60

18.75

18.40

18.76

19.58

40%

19.95

20.08

21.11

20.19

19.81

20.20

21.08

50%

21.38

21.51

22.62

21.63

21.23

21.65

22.59

23

PRIVATE

AND

CONFIDENTIAL

2.0 x

3.0 x

4.0 x

5.0 x

6.0 x

Sep-10

Dec-10

Mar-11

Jun-11

Sep-11

Dec-11

Mar-12

Jun-12

Sep-12

Dec-12

Mar-13

Care Historical EV / LTM EBITDA

From 2 years prior to offer

Source:

Capital

IQ.

Capital

IQ

calculation

of

enterprise

value

does

not

include

restricted

stock

units

or

performance

shares

and

may

have

different

adjustments

for

EBITDA

than

those

used

in

other

analyses

in

this

presentation.

Data

as

of

3/28/13.

(a)

Current

multiple

assumes

LTM

EBITDA

of

$178.4mm

and

net

debt

of

$293.5mm

for

the

period

ended

11/23/12

based

on

Company’s

Form

10-Q

dated

1/2/13,

with

certain

adjustments

to

LTM

EBITDA,

including

certain

reclassifications

of

Depreciation

and

Amortization

for

LTM

period

ended

11/23/12,

based

on

Management

guidance.

Current

multiple

calculated

using

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

of

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in

May

2013,

per

Management

guidance.

Initial

Offer

9/25/12

2-Year Average

3.5x

3 and 12-Month

Average

3.1x

6-Month Average

3.0x

Revised

Offer

1/17/13

LTM EBITDA

decreased 7% from

Q2 to Q3

4.7x

(a)

1-Year Average

3.9x

Calendar Days

Prior to Initial Offer

Mean

Median

30 Days

3.2 x

3.2 x

60 Days

3.1 x

3.1 x

90 Days

3.1 x

3.1 x

6 Months

3.0 x

3.0 x

12 Months

3.1 x

3.1 x

18 Months

3.4 x

3.3 x

24 Months

3.5 x

3.5 x

Final

Offer

3/28/13

24

PRIVATE

AND

CONFIDENTIAL

Valuation Matrix

(a)

Unaffected closing stock price on 9/25/12.

(b)

Closing stock price on 3/28/13.

(c)

Initial Offer on 9/25/12.

(d)

Revised Offer on 1/17/13.

(e)

Final Offer on 3/28/13.

(f)

Value communicated by Special Committee on 1/30/13.

(g)

Net

debt

of

$293.5mm

represents

total

debt

of

$356.8mm

less

cash

of

$63.3mm

as

of

11/23/12.

(h)

Net

debt

of

$200.3mm

represents

total

debt

of

$286.4mm

less

cash

of

$86.1mm

as

of

2/28/13.

Represents preliminary FY2013 year end cash and debt balances per Management on 3/25/13.

(Amounts in Millions, except per share data)

LTM (11/23/12) Net Debt of $293.5M

(g)

FY2013 Net Debt of $200.3M

(h)

(i)  Assumes diluted share count including restricted stock units and performance shares and treasury

stock method for options exercisable. Includes restricted stock units anticipated to be awarded in 

May 2013, per Management guidance.

(j)   Source: Based on Company’s Form 10-Q dated 1/2/13 for period ended 11/23/12, with

adjustments for publicly disclosed extraordinary and non-recurring items included.

(k)   Source: Based on Company’s Form 10-Q dated 1/2/13 for period ended 11/23/12, with certain  

adjustments based on Management guidance.

(l)   Source:

Based

on

Management

Treasury

Model

dated

11/30/12,

with

certain

adjustments

for

FY2013E

EBITDA

based

on

Management

guidance.

(m) Source: Management preliminary sources of funds as of 3/26/13.

(n)  Source: Management Treasury Model dated 11/30/12.

% Premium to

Unaffected

EV / LTM Adj. EBITDA

EV / FY2013E Adj. EBITDA

EV / FY2014E

Share

Stock Price

Market

Enterprise

"Public"

Management

Enterprise

Management

"Bank"

Adj. EBITDA

Price

on 9/25/12

Cap (i)

Value

$157

(j)

$178

(k)

Value

$201

(l)

$211

(m)

$208

(n)

$10.00

(30.3%)

$340

$634

4.0 x

3.6 x

$540

2.7 x

2.6 x

2.6 x

11.00

(23.3%)

375

668

4.3 x

3.7 x

575

2.9 x

2.7 x

2.8 x

12.00

(16.3%)

409

702

4.5 x

3.9 x

609

3.0 x

2.9 x

2.9 x

13.00

(9.3%)

443

737

4.7 x

4.1 x

644

3.2 x

3.1 x

3.1 x

14.34

(a)

--

489

783

5.0 x

4.4 x

690

3.4 x

3.3 x

3.3 x

15.00

4.6%

512

806

5.1 x

4.5 x

712

3.5 x

3.4 x

3.4 x

16.00

11.6%

546

840

5.4 x

4.7 x

747

3.7 x

3.5 x

3.6 x

16.10

(b)

12.3%

550

843

5.4 x

4.7 x

750

3.7 x

3.6 x

3.6 x

17.18

(c)

19.8%

587

881

5.6 x

4.9 x

787

3.9 x

3.7 x

3.8 x

17.50

(d)

22.0%

598

892

5.7 x

5.0 x

798

4.0 x

3.8 x

3.8 x

17.75

23.8%

607

900

5.7 x

5.0 x

807

4.0 x

3.8 x

3.9 x

18.00

25.5%

615

909

5.8 x

5.1 x

815

4.1 x

3.9 x

3.9 x

18.20

(e)

26.9%

622

916

5.8 x

5.1 x

822

4.1 x

3.9 x

3.9 x

18.25

27.3%

624

917

5.8 x

5.1 x

824

4.1 x

3.9 x

4.0 x

18.50

29.0%

633

926

5.9 x

5.2 x

833

4.1 x

4.0 x

4.0 x

18.75

(f)

30.8%

641

935

6.0 x

5.2 x

842

4.2 x

4.0 x

4.0 x

19.00

32.5%

650

943

6.0 x

5.3 x

850

4.2 x

4.0 x

4.1 x

20.00

39.5%

685

978

6.2 x

5.5 x

885

4.4 x

4.2 x

4.2 x

25

PRIVATE

AND

CONFIDENTIAL

3.7 x

4.2 x

5.0 x

3.3 x

4.3 x

4.2 x

4.1 x

4.9 x

3.9 x

2.0 x

3.6 x

3.7 x

--

2.0 x

4.0 x

6.0 x

8.0 x

10.0 x

Unaffected

Multiple (a)

Current

Multiple (b)

CSS Industries

Blyth

Quad/Graphics

R.R. Donnelley &

Sons

Scholastic

PagesJaunes

Eniro AB

Yellow Media

3.7 x

4.2 x

10.5 x

6.7 x

3.7 x

11.1 x

9.4 x

7.8 x

5.2 x

3.9 x

3.4 x

3.6 x

3.7 x

NA  

5.9 x

3.6 x

--

5.0 x

10.0 x

15.0 x

Unaffected

Multiple (a)

Current

Multiple (b)

Shutterfly

1-800

Flowers.com

CafePress

Iconix

Cherokee

Meredith

Barnes

& Noble (d)

hhgregg

Best Buy

GameStop

Select Public Company Analysis

Enterprise Value / EBITDA

Source:

Companies’

stock

price

and

public

filings

as

of

3/28/13

for

companies

that

have

already

reported

for

LTM

and

CY12

(CSS

Industries,

Blyth,

Scholastic,

QuadGraphics,

R.R.

Donnelley

&

Sons,

PagesJaunes,

EniroAB,

Yellow

Media,

Shutterfly,

1-800

Flowers.com,

CafePress,

Iconix,

Meredith,

hhgregg,

Gamestop,

Best

Buy).

Projected

CY12

EBITDA

for

companies

that

have

not

yet

reported

(Barnes

&

Noble)

per

ThomsonReuter's

median

estimate

of

Wall

Street

analysts

as

of

3/28/13.

(a)

Unaffected

Multiple

calculated

using

Care’s

share

price

of

$14.34

as

of

9/25/12

and

net

debt

as

of

8/24/12

of

$218.4mm.

Pre-Initial

Offer

LTM

EBITDA

of

$192.4mm

as

of

8/24/12

based

on

Company’s

Form 10-

Q

dated

10/3/12

for

period

ended

8/24/12,

with

certain

adjustments

based

on

Management

guidance.

FY2013E

EBITDA

of

$201.0mm

based

on

Management

Treasury

Model

dated

11/30/12,

with

certain adjustments

based on Management guidance. Diluted share count as of 7/2/12.

(b)

Current Multiple calculated using Care’s share price of $16.10 as of 3/28/13 and preliminary net debt of $200.3mm for FY2013 (2/28/13), per Management on 3/25/13. LTM EBITDA of $178.4mm as of 11/23/12 based on

Form 10-Q dated 1/2/13, with certain adjustments based on Management guidance. FY2013E EBITDA of $201.0mm based on Management Treasury Model dated 11/30/12, with certain adjustments based on

Management guidance. Current Multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units

anticipated to be awarded in May 2013, per Management guidance.

(c)

LTM

and

CY12

EBITDA

for

Selected

E-Commerce

companies

excludes

stock-based

compensation

expense

as

guided

by

Wall

Street

research

and

public

filings.

(d)

Barnes

&

Noble

multiple

as

of

2/22/13,

prior

to

announcement

of

potential

sale

of

Retail

Business.

Directories

Social Expression

Print Media

Care

Care

Selected E-Commerce (c)

Licensing

Selected Low-Growth Retail

Core Business Comps

Other Related Sector

Other Related Business Segments

EV / LTM EBITDA

EV / CY12 EBITDA

CY12 Median: 4.1x

LTM Median: 4.1x

CY12 Median: 4.2x

LTM Median: 4.2x

CY12 Median: 3.9x

LTM Median: 3.9x

CY12 Median: 6.7x

LTM Median: 6.7x

CY12 Median: 9.4x

LTM Median: 9.4x

CY12 Median: 3.7x

LTM Median: 3.7x

26

PRIVATE

AND

CONFIDENTIAL

Select Public Company Multiples

(a)

Source:

Company’s

Form

10-Q

for

period

ended

11/23/12,

with

certain

adjustments,

including

certain

reclassifications

of

Depreciation

and

Amortization

for

LTM

period

ended

11/23/12,

based

on Management guidance.

(b)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBIT and EBITDA based on Management guidance.

(c)

Management did not provide LTM and FY2013E Adjusted EPS.

(d)

Calculated using net debt of $200.3mm, as of 2/28/13. Source: Preliminary balances for debt and cash for FY2013 (2/28/13) per Management on 3/25/13.

(e)

Calculated

using

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

of

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in May 2013, per

Management guidance.

(f)

Control Premium is based on the median of premiums paid in selected announced all-cash mergers and acquisitions transactions in the last 6 years for deals between $500mm and $1bn; excludes financial services,

insurance, real estate and healthcare companies. Source: Alacra.

(Amounts in Millions, Except Per Share Data)

Implied Per Share

Valuation

Implied

Implied

Implied Per

Value Including 25%

Multiples

Enterprise Value

Equity Value (d)

Per Share Value (e)

Control Premium (f)

Care LTM Revenue (a)

$1,750.0

20.0%

-

40.0%

$350.0

-

$700.0

$149.7

-

$499.7

$4.41

-

$14.64

$5.52

-

$18.30

Care FY2013E Revenue (b)

1,840.6

20.0%

-

40.0%

368.1

-

736.2

167.8

-

535.9

4.95

-

15.70

6.18

-

19.62

Care LTM EBITDA (a)

$178.4

3.3 x

-

4.3 x

$588.7

-

$767.1

$388.3

-

$566.7

$11.40

-

$16.59

$14.25

-

$20.74

Care FY2013E EBITDA (b)

201.0

3.3 x

-

4.3 x

663.3

-

864.3

463.0

-

664.0

13.57

-

19.40

16.97

-

24.26

Care LTM EBIT (a)

$131.6

3.6 x

-

7.0 x

$473.8

-

$921.3

$273.5

-

$721.0

$8.06

-

$21.04

$10.07

-

$26.30

Care FY2013E EBIT (b)

155.5

3.6 x

-

7.0 x

559.8

-

1,088.4

359.5

-

888.1

10.56

-

25.70

13.20

-

32.12

Care LTM EPS (a) (c)

NA

6.5 x

-

13.0 x

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

Care FY2013E EPS (c)

NA

8.0 x

-

12.0 x

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

#VALUE!

-

#VALUE!

Care FY2014E EPS (b)

$2.58

7.7 x

-

11.4 x

$880.3

-

$1,229.4

$680.0

-

$1,029.0

$19.87

-

$29.41

$24.83

-

$36.77

27

PRIVATE

AND

CONFIDENTIAL

Select Precedent Transactions

Source: Public filings and company press releases.

(a)

Pending.

(b)

All statistics are for MEG’s entire newspaper operations excluding EBITDA Multiple which does not include Tampa Group.

(c)

Amounts converted from CAD to USD at an exchange ratio of 1.289 CAD per USD at the announcement of the transaction on March 2, 2009. Source: Bloomberg.

(Amounts in Millions)

Enterprise

Enterprise Value as a Multiple of LTM:

Announced

Acquirer

Target

Value

Revenue

EBITDA

EBIT

Aug-12

Dex One Corporation

SuperMedia (a)

$1,477.8

98.8

%

2.6

x

3.6

x

May-12

Berkshire Hathaway

MEG's Newspaper Operations (b)

151.5

46.8

3.8

NA

Mar-09

BCE, Inc.

The Source (c)

104.8

21.0

5.0

8.4

Mar-09

Barnes & Noble

Barnes & Noble College

514.0

28.6

4.5

NA

Jul-05

Berkshire Partners

National Vision

104.0

44.5

3.3

5.6

Jan-05

Movie Gallery

Hollywood Entertainment Corporation

1,026.1

57.6

4.2

7.0

Median

45.7

%

4.0

x

6.3

x

Mean

49.5

3.9

6.2

28

PRIVATE

AND

CONFIDENTIAL

Select Precedent Transaction Multiples

(Amounts in Millions, Except Per Share Data)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBIT and EBITDA based on Management guidance.

(a)

Calculated using net debt of $200.3mm, as of 2/28/13. Source: Preliminary balances for debt and cash for FY2013 (2/28/13) per Management on 3/25/13.

(b)

Calculated

using

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

of

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in

May

2013, per

Management guidance.

Valuation

Implied

Implied

Implied

Multiples

Enterprise Value

Equity Value (a)

Per Share Value (b)

Care FY2013E Revenue

$1,840.6

30.0%

-

60.0%

$552.2

-

$1,104.4

$351.9

-

$904.0

$10.34

-

$26.12

Care FY2013E EBITDA

$201.0

3.0 x

-

4.5 x

$603.0

-

$904.5

$402.7

-

$704.2

$11.82

-

$20.56

Care FY2013E EBIT

$155.5

4.5 x

-

6.5 x

$699.7

-

$1,010.7

$499.4

-

$810.4

$14.63

-

$23.57

29

PRIVATE

AND

CONFIDENTIAL

Future Stock Price Analysis

(a)

Source: Management Treasury Model dated 11/30/12, with certain adjustments to FY2013E EBITDA based on Management guidance. Management Treasury Model dated 11/30/12 assumes quarterly dividend of $0.15

per share for the projected period.

(b)

FY2013 net debt of $200.3mm represents total debt of $286.4mm less cash of $86.1mm as of 2/28/13. Represents preliminary FY2013 year end cash and debt balances per Management on 3/25/13.

(c)

Share count based on diluted shares outstanding from Management Treasury Model dated 11/30/12.

(Amounts in Millions, Except Per Share Data)

Fiscal Year

2013E

2014E

2015E

2016E

2017E

2018E

Adjusted EBITDA (a)

$201.0

$208.5

$221.4

$230.5

$238.0

$244.2

% Growth

(10.7%)

3.7%

6.2%

4.1%

3.2%

2.6%

Net Debt (b)

200.3

234.4

219.2

101.8

(16.1)

(137.7)

Adj. EBITDA

Stock Price at End of Fiscal Year (c)

Multiple

2013E

2014E

2015E

2016E

2017E

2018E

Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples:

3.25

x

$13.37

$13.68

$15.22

$19.39

$23.30

$27.09

3.50

14.86

15.29

16.90

21.11

25.05

28.86

3.75

16.34

16.90

18.59

22.84

26.81

30.64

4.00

17.82

18.51

20.27

24.57

28.56

32.42

4.25

19.31

20.12

21.95

26.29

30.32

34.19

Present Value at February 28, 2013

Present Value of Stock Price Assuming 13.0% Cost of Equity:

3.25

x

$13.37

$12.11

$11.92

$13.44

$14.29

$14.70

3.50

14.86

13.53

13.24

14.63

15.36

15.67

3.75

16.34

14.96

14.55

15.83

16.44

16.63

4.00

17.82

16.38

15.87

17.03

17.52

17.59

4.25

19.31

17.80

17.19

18.22

18.59

18.56

Present Value at February 28, 2013

Total Shareholder Value Including Present Value of Stock Price and

3.25

x

$13.37

$12.66

$12.96

$14.91

$16.14

$16.88

$0.15 per Share Quarterly Dividend, Assuming 13.0% Cost of Equity:

3.50

14.86

14.09

14.28

16.10

17.21

17.85

3.75

16.34

15.51

15.60

17.30

18.29

18.81

4.00

17.82

16.93

16.92

18.50

19.37

19.77

4.25

19.31

18.36

18.23

19.69

20.44

20.74

30

PRIVATE

AND

CONFIDENTIAL

Sum of the Parts Analysis

(a)

Based

on

Management

guidance

of

segment

performance

provided

on

2/21/13,

other

than

for

In-store

and

Properties

which

are

based

on

Management

Treasury

Model

dated

11/30/12.

(b) Also includes effect of foreign exchange.

(c) Normalized.

(d) Implied multiple ranges based on subtotal enterprise value range and FY2013E EBITDA pre-unallocated overhead.

(e) NAGCD includes Cardstore financials. All Depreciation and Amortization allocated to NAGCD, except for In-store and Properties.

(f) Assumes full year net EBIT contribution of $10.0mm, per Management guidance on 1/23/13.

(g) FY2013 net debt of $200.3mm represents total debt of $286.4mm less cash of $86.1mm as of 2/28/13. Represents preliminary FY2013 year end cash and debt balances per Management on 3/25/13.

(h) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable. Includes restricted stock units anticipated to be awarded in May

2013, per Management guidance.

(Amounts in Millions, Except Per Share Data)

FY2013E

Multiple Range

Enterprise Value Range

Segment Performance (a)

EBITDA

Low

Mid

High

Low

Mid

High

NAGCD

$199.3

(e)

3.25 x

3.75 x

4.25 x

$647.8

$747.4

$847.1

International (b)

21.1

3.25 x

3.75 x

4.25 x

68.4

79.0

89.5

Retail Operations (Clinton)

~10.0

(f)

3.25 x

3.75 x

4.25 x

32.5

37.5

42.5

AG Interactive

12.0

6.00 x

7.00 x

8.00 x

72.0

84.0

96.0

In-Store

6.5

3.25 x

3.75 x

4.25 x

21.1

24.3

27.6

Properties (c)

4.5

8.00 x

9.00 x

10.00 x

36.0

40.5

45.0

Subtotal Pre-Unallocated Overhead (d)

253.4

3.46 x

4.00 x

4.53 x

877.8

1,012.7

1,147.6

Unallocated Overhead

(55.4)

3.46 x

4.00 x

4.53 x

(191.9)

(221.4)

(250.9)

Sum of the Parts Total Value

$685.9

$791.4

$896.8

Implied EV / FY2013E EBITDA ($201.0mm) Multiple

3.4 x

3.9 x

4.5 x

Less FY2013 Net Debt (g)

(200.3)

(200.3)

(200.3)

Implied Equity Value

489.0

595.0

700.9

Share Price (h)

$14.33

$17.41

$20.47

Unaffected Share Price ($14.34) Premium

0.1%

(17.6%)

(29.9%)

9/25/12 Initial Offer ($17.18) Premium

19.9%

(1.3%)

(16.1%)

1/17/13 Revised Offer ($17.50) Premium

22.1%

0.5%

(14.5%)

3/28/13 Final Offer ($18.20) Premium

27.0%

4.5%

(11.1%)

31

PRIVATE

AND

CONFIDENTIAL

DCF Summary

Current Five-Year Treasury Model

(a) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable. Includes restricted stock units anticipated to be awarded in May 2013, per

Management guidance.

(b) Assumes 11.50% discount rate and 3.5x terminal multiple.

(c) Versus baseline Adjusted EBIT margin.

Assumptions –

11/30/12 Management Treasury Model

Five year projection period

Discounted to 2/28/13 (using mid-year convention)

Preliminary FY2013 (2/28/13) net debt of $200.3mm at 2/28/13, consisting of total debt of $286.4mm less cash of $86.1mm per

Management on 3/25/13

Share Price (a)

Illustrative Sensitivity to DCF (a) (b)

Illustrative implied Revenue

CAGR FY2014-FY2018

Wtd. Avg. Cost of Capital

$21.96

10.50%

11.50%

12.50%

3.0 x

$17.70

$16.84

$16.01

3.5 x

19.84

18.89

17.98

4.0 x

21.96

20.92

19.93

5-Year

Incremental

Cumulative

Incremental Annual Revenue Growth in FY14 -

FY18

EBIT 

Implied

(5.00%)

(2.50%)

(1.25%)

--

1.25%

2.50%

5.00%

Margin (c)

Cost Out

(4.75%)

(2.25%)

(1.00%)

0.25%

1.50%

2.75%

5.25%

(1.0%)

($97.2)

$12.98

$14.59

$15.46

$16.37

$17.32

$18.32

$20.44

(0.5%)

(48.6)

14.02

15.74

16.66

17.63

18.64

19.69

21.93

--

--

15.07

16.89

17.87

18.89

19.95

21.06

23.40

0.5%

48.6

16.12

18.04

19.07

20.14

21.25

22.42

24.86

1.0%

97.2

17.16

19.18

20.26

21.38

22.55

23.75

26.25

32

PRIVATE

AND

CONFIDENTIAL

Discounted Cash Flow Analysis

Source: Management Treasury Model dated 11/30/12.

Note: Values discounted to 2/28/13 (using mid-year convention).

(a)Net debt represents preliminary FY2013 total debt less cash balances as of 2/28/13 per Management on 3/25/13.

(b)Calculated

using

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

of

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in May 2013, per

Management guidance.

(Amounts in Millions, Except Per Share Data)

2/13/2013

8/13/2013

8/13/2014

8/13/2015

8/12/2016

8/12/2017

Projected Fiscal Year

2014E

2015E

2016E

2017P

2018P

Total Revenue

$1,935.1

$1,939.9

$1,944.8

$1,949.6

$1,954.5

% Growth

5.1%

0.3%

0.3%

0.3%

0.2%

EBITDA

208.5

221.4

230.5

238.0

244.2

% of Total Revenue

10.8%

11.4%

11.9%

12.2%

12.5%

EBIT

150.8

157.0

163.3

169.5

175.8

% of Total Revenue

7.8%

8.1%

8.4%

8.7%

9.0%

Taxes @

37.0%

(55.8)

(58.1)

(60.4)

(62.7)

(65.1)

Tax-Adjusted EBIT

95.0

98.9

102.9

106.8

110.8

Depreciation & Amortization

57.7

64.4

67.2

68.4

68.4

Capital Expenditures

(169.2)

(139.1)

(46.0)

(46.0)

(46.0)

Change in Net Working Capital

18.6

21.7

24.5

20.2

20.1

Free Cash Flow

--

$2.1

$45.9

$148.6

$149.4

$153.3

Terminal Value / EBITDA Multiple

3.0 x

3.5 x

4.0 x

Discount Rate

10.5%

11.5%

12.5%

10.5%

11.5%

12.5%

10.5%

11.5%

12.5%

Present Value of Free Cash Flow

$360.6

$350.3

$340.4

$360.6

$350.3

$340.4

$360.6

$350.3

$340.4

Present Value of Terminal Value

444.8

425.2

406.6

518.9

496.0

474.4

593.0

566.9

542.1

Total Enterprise Value

$805.3

$775.5

$747.0

$879.4

$846.3

$814.8

$953.6

$917.2

$882.6

Less:  Net Debt (a)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

(200.3)

Total Equity Value

605.0

575.1

546.7

679.1

646.0

614.5

753.2

716.9

682.2

Total Equity Value Per Share (b)

$17.70

$16.84

$16.01

$19.84

$18.89

$17.98

$21.96

$20.92

$19.93

33

PRIVATE

AND

CONFIDENTIAL

Future Stock Price Analysis Based on Illustrative Levered Recap

Source: Share count based on diluted shares outstanding from Management Treasury Model dated 11/30/12.

(a)

Assumes $271mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.8x Total Debt / FY2013E EBITDA).

(b)

Does

not

factor

in

potential

consent

fees

or

changes

to

interest

rate.

(c)

Source: EBITDA from Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E EBITDA based on Management guidance.

Assumes a $8.00 dividend is paid on 2/28/13

(a)

, an incremental borrowing of $271 million dollars, resulting in

2.8x Debt / 2013E

EBITDA

At 3.1x total debt / FY2013 EBITDA leverage, the Company would be able to effect a $10 per share dividend

Assumes no make-whole payment on existing 7.375% Senior Notes

(b)

Assumes suspension of regular $0.15 / quarter dividend

(Amounts in Millions, Except Per Share Data)

Fiscal Year

2013E

2014E

2015E

2016E

2017E

2018E

Adjusted EBITDA (c)

$201.0

$208.5

$221.4

$230.5

$238.0

$244.2

% Growth

(10.7%)

3.7%

6.2%

4.1%

3.2%

2.6%

Net Debt

471.3

495.4

470.2

340.0

204.4

61.7

Total Debt / EBITDA

2.8 x

2.7 x

2.4 x

1.7 x

1.1 x

0.9 x

Adj. EBITDA

Stock Price at End of Fiscal Year

Multiple

2013E

2014E

2015E

2016E

2017E

2018E

Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples:

3.25

x

$5.37

$5.62

$7.59

$12.25

$16.79

$21.29

3.50

6.86

7.23

9.27

13.98

18.54

23.07

3.75

8.34

8.84

10.95

15.71

20.30

24.84

4.00

9.82

10.45

12.64

17.43

22.06

26.62

4.25

11.31

12.06

14.32

19.16

23.81

28.39

Present Value at February 28, 2013

Present Value of Stock Price Assuming 13.0% Cost of Equity:

3.25

x

$5.37

$4.98

$5.94

$8.49

$10.30

$11.56

3.50

6.86

6.40

7.26

9.69

11.37

12.52

3.75

8.34

7.83

8.58

10.89

12.45

13.48

4.00

9.82

9.25

9.90

12.08

13.53

14.45

4.25

11.31

10.67

11.21

13.28

14.60

15.41

Present Value at February 28, 2013

Total Shareholder Value Including Present Value of Stock Price and

3.25

x

$13.37

$12.98

$13.94

$16.49

$18.30

$19.56

$8.00 Dividend, Assuming 13.0% Cost of Equity:

3.50

14.86

14.40

15.26

17.69

19.37

20.52

Assuming 100.0% Cost of Equity:

3.75

16.34

15.83

16.58

18.89

20.45

21.48

4.00

17.82

17.25

17.90

20.08

21.53

22.45

4.25

19.31

18.67

19.21

21.28

22.60

23.41

34

PRIVATE

AND

CONFIDENTIAL

Pro Forma Effect of Special Dividend

Source: Share count based on diluted shares outstanding from Management Treasury Model dated 11/30/12.

Note:

Market

capitalization

calculated

using

the

enterprise

value

based

on

2013E

EBITDA

of

$201.0mm

multiplied

by

the

adjusted

FY2013E

EBITDA

multiple,

less

preliminary

net

debt

of

$200.3mm

as

of

2/28/13,

per

Management on 3/25/13, less cash used to issue dividends.

(a)

Source: EBITDA from Management Treasury Model dated 11/30/12, with certain adjustments for FY2013E EBITDA based on Management guidance.

Mkt Cap Post Dividend

Stock Price Post Dividend

Proforma 2/28/13 Stock

Price Plus Dividend

(Amounts in Millions, Except Per Share Data)

Special

Dividend

Total $

Pro Forma

EV / Adj. 2013E Multiple (a)

Per Share

Distributed

Debt / EBITDA

3.25 x

3.50 x

3.75 x

4.00 x

4.25 x

$13.37

$14.86

$16.34

$17.82

$19.31

$2.00

$67.7

1.8 x

$385.2

$435.4

$485.7

$535.9

$586.2

$11.37

$12.86

$14.34

$15.82

$17.31

$4.00

135.5

2.1 x

$317.5

$367.7

$417.9

$468.2

$518.4

$9.37

$10.86

$12.34

$13.82

$15.31

$6.00

203.2

2.4 x

$249.7

$300.0

$350.2

$400.5

$450.7

$7.37

$8.86

$10.34

$11.82

$13.31

$8.00

270.9

2.8 x

$182.0

$232.2

$282.5

$332.7

$383.0

$5.37

$6.86

$8.34

$9.82

$11.31

$10.00

338.7

3.1 x

$114.2

$164.5

$214.7

$265.0

$315.2

$3.37

$4.86

$6.34

$7.82

$9.31

35

PRIVATE

AND

CONFIDENTIAL

Appendix A. Supplemental Information

36

PRIVATE

AND

CONFIDENTIAL

Premium Paid Analysis

Source: Alacra.

(a) Excludes certain industry sectors including financial services, insurance, real estate and healthcare companies.

Selected 100% cash transactions over the last 6 years with an enterprise value between $500M -

$1B (a)

Unaffacted Premium to /

Deal

Enterprise

One-Day

Five- Day

One-Month

Announced

Seller

Buyer

Value

Value

Prior

Prior

Prior

Feb-11

Silverleaf Resorts, Inc.

Cerberus Capital Management LP

$102.6

$507.4

72%

84%

145%

Aug-08

SI International, Inc.

Serco Group PLC

425.5

512.8

40%

43%

53%

Oct-10

Actel Corp.

Microsemi Corp.

551.9

516.3

30%

29%

50%

May-11

Volcom, Inc.

PPR SA

598.4

517.0

24%

32%

45%

Mar-07

SafeNet, Inc.

SafeNet, Inc. /Private Group/

605.8

520.4

2%

4%

21%

Dec-10

Applied Signal Technology, Inc.

Raytheon Co.

525.4

520.9

9%

9%

15%

Apr-11

SMART Modular Technologies (WWH), Inc.

Silver Lake Group LLC

603.1

523.7

13%

16%

40%

Dec-11

WCA Waste Corp.

Macquarie Group Ltd.

154.1

526.9

30%

31%

36%

Aug-07

Infocrossing, Inc.

Wipro Ltd.

416.2

530.1

5%

7%

11%

Dec-09

FGX International Holdings Ltd.

Essilor International SA

437.0

530.4

10%

24%

40%

Sep-09

GenTek, Inc.

American Securities LLC

386.7

538.9

41%

40%

41%

May-07

24/7 Real Media, Inc.

WPP Group PLC

603.6

556.0

4%

9%

39%

Mar-10

Bell Microproducts, Inc.

Avnet, Inc.

248.7

569.6

30%

33%

53%

Dec-07

Claymont Steel Holdings, Inc.

Evraz Group SA

412.8

575.3

7%

3%

15%

Sep-10

Internet Brands, Inc.

Hellman & Friedman LLC

617.9

580.6

47%

38%

29%

Jan-13

Zipcar, Inc.

Avis Budget Group, Inc.

490.8

590.0

49%

43%

76%

Jan-11

Pre-Paid Legal Services, Inc.

MidOcean Partners

651.0

601.3

10%

10%

6%

Dec-12

Intermec, Inc.

Honeywell International, Inc.

603.4

601.5

25%

31%

43%

Jun-09

Axsys Technologies, Inc.

General Dynamics Corp.

627.8

601.6

8%

9%

30%

Jun-10

SonicWALL, Inc.

Ontario Teachers' Pension Plan Board / Thoma Bravo

633.6

602.1

32%

29%

19%

Mar-07

Stratos Global Corp.

Communications Investment Partners Ltd.

276.9

604.3

21%

22%

48%

Nov-12

Teavana Holdings, Inc.

Starbucks Corp.

598.2

607.0

53%

48%

20%

Apr-12

X-Rite, Inc.

Danaher Corp.

477.9

617.4

39%

23%

21%

Jan-09

Interwoven, Inc.

Autonomy Corp. PLC

760.5

622.0

37%

25%

47%

May-12

Cost Plus, Inc.

Bed Bath & Beyond, Inc.

494.8

631.0

22%

16%

23%

Jul-11

Ameron International Corp.

National-Oilwell Varco, Inc.

770.9

633.6

28%

27%

31%

Oct-07

Oglebay Norton Co.

L.V.I. Holding NV

520.3

647.3

5%

8%

20%

Apr-07

Inter-Tel (Delaware), Inc.

Mitel Networks Corp.

699.1

664.2

7%

8%

10%

May-07

CT Communications, Inc.

Windstream Corp.

639.2

664.3

46%

48%

21%

Mar-07

Sunterra Corp.

Diamond Resorts LLC

322.3

667.2

7%

36%

33%

Mar-07

Eschelon Telecom, Inc.

Integra Telecom, Inc.

542.6

667.8

17%

20%

30%

Jun-11

Central Vermont Public Service Corp.

Gaz MTtro LP

472.3

668.7

2%

3%

54%

Mar-11

Rural/Metro Corp.

Warburg Pincus & Co.

437.8

674.1

37%

39%

10%

Jul-11

SFN Group, Inc.

Randstad Holding NV

686.4

682.5

53%

44%

52%

Jun-07

Color Kinetics, Inc.

Royal Philips Electronics NV

732.3

687.7

14%

25%

58%

Mar-08

BladeLogic, Inc.

BMC Software, Inc.

775.1

695.2

19%

26%

62%

May-12

Standard Microsystems Corp.

Microchip Technology, Inc.

856.6

709.5

41%

41%

46%

Jun-10

Argon ST, Inc.

The Boeing Co.

755.5

713.8

41%

34%

45%

Dec-12

Eloqua, Inc.

Oracle Corp.

809.8

724.4

31%

33%

15%

Oct-09

iPCS, Inc.

Sprint Nextel Corp.

402.6

730.5

34%

35%

43%

May-12

Interline Brands, Inc.

Interline Brands, Inc. /Private Group/

749.9

734.1

42%

41%

23%

Jul-09

SPSS, Inc.

International Business Machines Corp.

922.5

744.7

42%

47%

48%

Mar-12

Great Wolf Resorts, Inc.

Apollo Management LP

162.4

745.2

19%

19%

50%

Jul-08

EnergySouth, Inc.

Sempra Energy

498.9

747.8

23%

39%

19%

Jul-07

Keystone Automotive Industries, Inc.

LKQ Corp.

795.3

774.9

10%

14%

19%

Jul-07

Option Care, Inc. (Illinois)

Walgreen Co.

677.2

780.0

27%

28%

35%

May-12

Charming Shoppes, Inc.

Ascena Retail Group, Inc.

859.1

783.7

25%

25%

27%

Aug-07

Gateway, Inc.

Acer, Inc.

709.4

783.8

57%

45%

12%

Jul-12

BrightPoint, Inc.

Ingram Micro, Inc.

622.5

787.4

66%

97%

78%

Apr-10

Protection One, Inc.

GTCR Golder Rauner LLC

394.2

802.1

13%

24%

48%

Jun-09

Wind River Systems, Inc.

Intel Corp.

884.3

809.7

44%

49%

65%

37

PRIVATE

AND

CONFIDENTIAL

Premium Paid Analysis

Source: Alacra.

(a) Excludes certain industry sectors including financial services, insurance, real estate and healthcare companies.

Selected

100%

cash

transactions

over

the

last

6

years

with

an

enterprise

value

between

$500M

-

$1B

(a)

Unaffacted Premium to /

Deal

Enterprise

One-Day

Five- Day

One-Month

Announced

Seller

Buyer

Value

Value

Prior

Prior

Prior

Dec-12

TNS, Inc.

SIRIS Capital Group LLC

$513.2

$828.5

44%

42%

45%

Mar-10

BWAY Holding Co.

Madison Dearborn Partners LLC

448.3

829.9

15%

15%

25%

May-07

Stride Rite Corp.

Payless ShoeSource, Inc.

753.3

831.9

35%

39%

35%

Aug-10

Superior Well Services, Inc.

Nabors Industries Ltd.

681.5

847.4

21%

14%

35%

Nov-10

Art Technology Group, Inc.

Oracle Corp.

948.7

889.8

46%

37%

54%

Aug-10

Cogent, Inc.

3M Co.

930.5

912.5

18%

20%

17%

Oct-12

Ceradyne, Inc.

3M Co.

860.6

916.5

43%

40%

44%

Aug-12

TPC Group, Inc.

First Reserve Corp. / SK Capital Management LLC

705.5

918.2

14%

12%

21%

Oct-07

United Industrial Corp.

Textron, Inc.

801.9

933.7

7%

6%

19%

Jul-12

Peet's Coffee & Tea, Inc.

Joh. A. Benckiser GmbH

967.7

935.3

29%

37%

22%

Apr-11

Epicor Software Corp.

Apax Partners LLP

801.9

945.3

11%

18%

20%

Apr-10

Palm, Inc.

Hewlett-Packard Co.

961.9

976.6

23%

17%

6%

Mean

27%

29%

36%

Median

25%

28%

35%

38

PRIVATE

AND

CONFIDENTIAL

WACC

(a) Care’s financials and market data as of 9/25/12 (unaffected date).

(b) Source: Bloomberg 5-year adjusted weekly beta as reported on 3/28/13.

(c) Assumes book value of debt approximates market value.

(d) Unlevered Beta = Levered Beta / {1+(Net Debt/Market Equity)*(1-Tax Rate)}.

(e) 10-year Treasury Note yield as of 3/28/2013.

(f) Source: Ibbotson 2013 Yearbook.

(g) Size premium of 2.70% for companies with market capitalizations between $254.6mm and $514.2mm.

(h) Marginal U.S. Corporate Tax Rate.

(i) WACC = (Net Debt/Capital) * After-Tax Cost of Debt + (Equity/Capital) * Cost of Equity.

(j) Relevered Beta = Unlevered Beta * {1+(Net Debt/Equity)*(1-Tax Rate)}.

(k) Cost of Equity = Risk Free Rate + (Relevered Beta * Market Risk Premium) + Size Premium.

(l) Median Unlevered Beta of Comps.

Comparable Companies

Assumptions

Current

Net Debt/

Risk Free Rate of Return (e)

1.87%

Levered

Market

Unlevered

Market Risk Premium (f)

6.70%

Name

Beta (b)

Equity (c)

Beta (d)

Size Premium (f) (g)

2.70%

Care (a)

1.265

46.6%

0.971

Marginal Tax Rate (h)

35.00%

CSS Industries Inc.

1.044

--

1.044

Blyth, Inc.

1.531

--

1.531

Shutterfly, Inc.

1.106

--

1.106

1-800-Flowers.com Inc.

1.504

--

1.504

CafePress Inc.

1.418

--

1.418

Iconix Brand Group, Inc.

1.410

40.2%

1.118

Cherokee Inc.

1.130

9.8%

1.063

Meredith Corporation

1.258

20.6%

1.109

Barnes & Noble, Inc.

0.961

--

0.961

hhgregg, Inc.

1.059

--

1.059

Best Buy Co., Inc.

1.185

6.0%

1.140

GameStop Corp.

1.000

--

1.000

Mean (Excluding Care (a))

1.217

6.4%

1.171

Median (Excluding Care (a))

1.158

0.0%

1.108

Care (a) Observed Weighted Average Cost of Capital (i)

Capital Structure

Cost of Equity

Cost of Debt

Net Debt/

Net Debt/

Unlevered

Levered

Cost of

Before

After

Based on:

Capital

Equity

Beta

Beta (j)

Equity (k)

Tax

Tax

WACC

Company Beta and Company D/E

31.8%

46.6%

0.971

1.265

13.0%

7.38%

4.79%

10.4%

Median Beta of Comps and Company D/E

0.0%

0.0%

1.106

1.106

12.0%

5.45%

3.54%

12.0%

Median Beta of Comps and D/E of Comps

0.0%

0.0%

1.108

1.108

12.0%

5.45%

3.54%

12.0%

Sensitivity to Capital Structure and Rates

Cost of Equity

Weighted Average Cost of Capital

Net Debt/

Net Debt/

Unlevered

Levered

Cost of

Pre-Tax Cost of Debt

Capital

Equity

Beta (l)

Beta (j)

Equity (k)

6.0%

7.0%

8.0%

9.0%

10.0%

11.0%

12.0%

0%

0.0%

1.108

1.108

12.0%

0%

12.0%

12.0%

12.0%

12.0%

12.0%

12.0%

12.0%

10%

11.1%

1.108

1.188

12.5%

10%

11.7%

11.7%

11.8%

11.9%

11.9%

12.0%

12.1%

20%

25.0%

1.108

1.288

13.2%

20%

11.3%

11.5%

11.6%

11.7%

11.9%

12.0%

12.1%

30%

42.9%

1.108

1.416

14.1%

30%

11.0%

11.2%

11.4%

11.6%

11.8%

12.0%

12.2%

40%

66.7%

1.108

1.588

15.2%

40%

10.7%

10.9%

11.2%

11.5%

11.7%

12.0%

12.2%

50%

100.0%

1.108

1.828

16.8%

50%

10.4%

10.7%

11.0%

11.3%

11.7%

12.0%

12.3%

60%

150.0%

1.108

2.188

19.2%

60%

10.0%

10.4%

10.8%

11.2%

11.6%

12.0%

12.4%

70%

233.3%

1.108

2.788

23.2%

70%

9.7%

10.2%

10.6%

11.1%

11.5%

12.0%

12.4%

39

PRIVATE

AND

CONFIDENTIAL

Select Public Company Analysis

Note: All operating data has been adjusted to exclude unusual and extraordinary items. LTM and Calendar Year 2012 (CY2012) EBITDA for Selected E-Commerce companies excludes stock-based compensation expense as

guided by Wall Street research and public filings.

Note: For purposes of comparability, Care’s CY2013E financials (fiscal year ended 2/28/13) are treated as CY2012 (calendar year ending December 31, 2012).

(a)

Care

–

Unaffected

assumes

Care’s

share

price

of

$14.34

as

of

9/25/12

and

net

debt

as

of

8/24/12

of

$218.4mm.

Pre-Initial

Offer

LTM

EBITDA

of

$192.4mm

as

of

8/24/12

based

on

public

filings,

with

certain

adjustments

based

on

Management

guidance.

FY2013E

EBITDA

of

$201.0mm

based

on

Management

Treasury

Model

dated

11/30/12,

with

certain

adjustments

based

on

Management

guidance.

Diluted

share

count

as

of

7/2/12.

(b)

Care

–

Current

assumes

Care’s

share

price

of

$16.10

as

of

3/28/13

and

preliminary

net

debt

of

$200.3mm

for

FY2013

(2/28/13),

per

Management

on

3/25/13.

LTM

EBITDA

of

$178.4mm

as

of

11/23/12

based

on

public

filings,

with

certain

adjustments

based

on

Management

guidance.

FY2013E

EBITDA

of

$201.0mm

based

on

Management

Treasury

Model

dated

11/30/12,

with

certain

adjustments

based

on

Management

guidance.

Assumes

diluted

share

count

including

restricted

stock

units

and

performance

shares

and

treasury

stock

method

of

options

exercisable.

Includes

restricted

stock

units

anticipated

to

be

awarded

in

May

2013,

per

Management guidance.

(c)

Excludes Care.

(d)

Barnes

&

Noble

multiple

as

of

2/22/13,

prior

to

announcement

of

potential

sale

of

Retail

Business.

(e)

Enterprise

value

represents

equity

value

plus

book

values

of

total

debt,

including

preferred

stock

and

minority

interest

less

cash.

Care

–

Unaffected

enterprise

value

assumes

net

debt

of

$218.4

as

of

8/24/12.

(f)

Source

of

projected

EPS,

EBIT,

EBITDA

and

Revenue:

ThomsonReuter's

median

estimate

of

Wall

Street

analysts

as

of

3/28/13.

Care

–

Unaffected

EPS

based

on

research

estimates

as

of

6/29/12.

(Amounts in Millions, Except for Per Share Amounts)

MARKET DATA

Closing

Premium (Discount)

Enterprise Value as a Multiple of:

P/E Multiple:

Price on

to 52 Week

Equity

Enterpris

LTM

LTM

CY2012

LTM

CY2013

Selected Companies

3/28/13

High

Low

Value

Value (e)

Revenue

Revenue

EBIT

EBITDA

Revenue (f)

EBIT (f)

EBITDA (f)

EPS

EPS (f)

Care - Unaffected (a)

$14.34

(26.5)

%

14.7

%

$500.6

$719.0

$1,708.2

42.1

%

4.9

x

3.7

x

39.1

%

4.6

x

3.6

x

NA

5.6

x

Care - Current (b)

16.10

(7.4)

27.2

549.9

750.2

1,750.0

42.9

5.7

4.2

40.8

4.8

3.7

NA

6.2

CSS Industries Inc.

25.97

--

43.8

245.9

192.5

371.7

51.8

6.2

5.0

51.8

6.2

5.0

12.2

x

NA

Blyth, Inc.

17.36

(61.9)

29.1

287.5

351.2

1,179.5

29.8

3.6

3.3

29.8

3.6

3.3

6.9

NA

Social Expression Median (c)

(31.0)

%

36.4

%

40.8

%

4.9

x

4.1

x

40.8

%

4.9

x

4.1

x

9.5

x

NA

Social Expression Mean (c)

(31.0)

36.4

40.8

4.9

4.1

40.8

4.9

4.1

9.5

NA

Quad/Graphics, Inc.

23.94

(2.0)

%

122.5

%

1,151.8

2,445.4

4,094.0

59.7

%

10.9

x

4.3

x

59.7

%

10.9

x

4.3

x

9.1

x

11.4

x

R.R. Donnelley & Sons Company

12.05

(9.1)

40.4

2,176.7

5,200.5

10,221.9

50.9

7.0

4.2

50.9

7.0

4.2

6.5

7.7

Scholastic Corporation

26.65

(26.8)

2.3

852.7

810.8

1,968.8

41.2

6.4

4.1

41.2

6.4

4.1

11.3

14.0

Print Media Median (c)

(9.1)

%

40.4

%

50.9

%

7.0

x

4.2

x

50.9

%

7.0

x

4.2

x

9.1

x

11.4

x

Print Media Mean (c)

(12.6)

55.1

50.6

8.1

4.2

50.6

8.1

4.2

9.0

11.0

PagesJaunes Groupe

2.15

(41.3)

%

32.3

%

598.2

2,810.4

1,367.4

205.5

%

5.4

x

4.9

x

205.5

%

5.4

x

4.9

x

3.1

x

3.2

x

Eniro AB

1.79

(27.6)

58.5

179.4

604.9

614.8

98.4

7.3

3.9

98.4

7.3

3.9

4.5

3.9

Yellow Media Limited

9.19

(10.8)

62.4

256.8

1,026.2

1,089.7

94.2

2.2

2.0

94.2

2.2

2.0

NM

NM

Directories Median (c)

(27.6)

%

58.5

%

98.4

%

5.4

x

3.9

x

98.4

%

5.4

x

3.9

x

3.8

x

3.5

x

Directories Mean (c)

(26.6)

51.1

132.7

5.0

3.6

132.7

5.0

3.6

3.8

3.5

Shutterfly, Inc.

44.17

(2.0)

%

86.0

%

1,654.3

1,409.2

640.6

220.0

%

30.4

x

10.5

x

220.0

%

30.4

x

10.5

x

63.1

x

NM

1-800-Flowers.com Inc.

4.97

(2.5)

76.2

321.7

316.5

733.1

43.2

14.3

6.7

43.2

14.3

6.7

18.9

18.4

x

CafePress Inc.

6.01

(68.6)

22.4

103.9

64.2

217.8

29.5

18.9

3.7

29.5

18.9

3.7

41.2

35.4

Selected E-Commerce Median (c)

(2.5)

%

76.2

%

43.2

%

18.9

x

6.7

x

43.2

%

18.9

x

6.7

x

41.2

x

26.9

x

Selected E-Commerce Mean (c)

(24.4)

61.5

97.5

21.2

7.0

97.5

21.2

7.0

41.1

26.9

Iconix Brand Group, Inc.

25.87

(0.2)

%

78.0

%

1,707.3

2,477.7

353.8

700.3

%

11.5

x

11.1

x

700.3

%

11.5

x

11.1

x

15.2

x

12.3

x

Cherokee Inc.

13.70

(9.6)

23.9

115.0

126.0

26.5

474.8

10.6

9.4

NA

NA

NA

15.8

13.4

Meredith Corporation

38.26

(13.5)

40.7

1,697.5

2,037.8

1,434.8

142.0

9.3

7.8

142.0

9.3

7.8

13.7

14.8

Licensing Median (c)

(9.6)

%

40.7

%

474.8

%

10.6

x

9.4

x

421.1

%

10.4

x

9.4

x

15.2

x

13.4

x

Licensing Mean (c)

(7.8)

47.5

439.0

10.5

9.4

421.1

10.4

9.4

14.9

13.5

Barnes & Noble, Inc. (d)

13.51

(34.9)

%

25.3

%

809.3

1,158.6

7,156.9

16.2

%

NM

5.2

x

16.4

%

NM

5.9

x

NM

NM

hhgregg, Inc.

11.05

(6.4)

86.0

368.7

353.2

2,490.9

14.2

6.9

x

3.9

14.2

6.9

x

3.9

8.6

x

14.4

x

Best Buy Co., Inc.

22.15

(16.8)

96.2

7,488.6

8,612.6

49,621.0

17.4

5.7

3.6

17.4

5.7

3.6

8.4

10.3

GameStop Corp.

27.97

--

77.8

3,427.1

2,791.3

8,886.7

31.4

4.4

3.4

31.4

4.4

3.4

8.8

8.2

Selected Low-Growth Retail Median (c)

(11.6)

%

81.9

%

16.8

%

5.7

x

3.7

x

16.9

%

5.7

x

3.7

x

8.8

x

10.3

x

Selected Low-Growth Retail Mean (c)

(14.5)

71.3

19.8

5.7

4.0

19.8

5.7

4.2

9.9

10.9