SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

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*
$619,764,525	$84,536

* In accordance with Exchange Act Rule 0-11(c), the filing fee of $84,536 was determined by multiplying 0.0001364 by the aggregate merger consideration of $619,764,525. The aggregate merger consideration was calculated based on the sum of (i) 32,200,977 outstanding common shares (29,288,810 Class A common shares and 2,912,167 Class B common shares) as of June 10, 2013 to be acquired pursuant to the merger multiplied by the $19.00 per share merger consideration, (ii) 46,470 Class A common shares underlying certain restricted stock units held by non-employee directors to be cancelled pursuant to the merger multiplied by the $19.00 per share merger consideration, (iii) $7,062,942, representing an estimate of the aggregate cash payment to be made with respect to options to purchase Class A common shares that will be cancelled pursuant to the merger agreement.

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:  $84,536	Filing Party:  American Greetings Corporation
Form or Registration No.:  Schedule 14A	Date Filed:  July 5, 2013

Introduction

This Amendment No. 3 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 amended by Amendment No. 1 to Agreement and Plan of Merger, dated July 3, 2013, and as it may be further 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 $19.00, 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 and a copy of the amendment to the merger agreement are attached to the Proxy Statement as Annex A-1 and Annex A-2, respectively, and are 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-1: Agreement and Plan of Merger

Annex A-2: Amendment No. 1 to 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”

“Special Factors—Recent Developments”

“The Merger Agreement”

“Agreements Involving Common Shares”

Annex A-1: Agreement and Plan of Merger

Annex A-2: Amendment No. 1 to 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-1: Agreement and Plan of Merger

Annex A-2: Amendment No. 1 to 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-1: Agreement and Plan of Merger

Annex A-2: Amendment No. 1 to 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”

“Special Factors—Recent Developments”

(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-1: Agreement and Plan of Merger

Annex A-2: Amendment No. 1 to 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”

“Special Factors—Recent Developments”

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 the 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.

Discussion Materials, dated June 23, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(9) and are incorporated by reference herein.

Discussion Materials, dated June 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(10) and are incorporated by reference herein.

Update Presentation, dated July 2, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(11) and is incorporated by reference herein.

Discussion Materials, dated July 3, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(12) and are incorporated by reference herein.

(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”

“Special Factors—Recent Developments”

“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 the 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.

Discussion Materials, dated June 23, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(9) and are incorporated by reference herein.

Discussion Materials, dated June 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(10) and are incorporated by reference herein.

Update Presentation, dated July 2, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, is filed as Exhibit (c)(11) and is incorporated by reference herein.

Discussion Materials, dated July 3, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee, are filed as Exhibit (c)(12) and are incorporated by reference herein.

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-1: Agreement and Plan of Merger

Annex A-2: Amendment No. 1 to 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).

(a) (8) Press Release dated July 3, 2013 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed July 5, 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.*

(b) (3) Amendment to Commitment Letter, dated July 3, 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.

(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 the 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.**

(c) (9) Discussion Materials, dated June 23, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee.

(c) (10) Discussion Materials, dated June 27, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee.

(c) (11) Update Presentation, dated July 2, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee.

(c) (12) Discussion Materials, dated July 3, 2013, prepared by Peter J. Solomon Company, L.P., provided to the special committee.

(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-1 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).

(d) (5) Amendment No. 1 to Agreement and Plan of Merger, dated July 3, 2013, among Century Intermediate Holding Company, Century Merger Company, and the Company (incorporated herein by reference to Annex A-2 of the Proxy Statement).

(d) (6) Amendment No. 1 to Guaranty and Voting Agreement, dated July 3, 2013, among the Family Shareholders and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 5, 2013 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.

**   Previously filed on May 23, 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 July 5, 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.(B)(3)

Exhibit (b)(3)

BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 PNC BANK, NATIONAL ASSOCIATION PNC CAPITAL MARKETS LLC 1900 East 9^th Street Cleveland, Ohio 44114 KEYBANK NATIONAL ASSOCIATION KEYBANC CAPITAL MARKETS INC. 127 Public Square Cleveland, Ohio 44114 MACQUARIE CAPITAL (USA), INC. MIHI LLC 125 W. 55^TH Street New York, New York  10019

CONFIDENTIAL

July 3, 2013

Century Intermediate Holding Company

1 American Road

Cleveland, Ohio 44144

Attention: Zev Weiss

Project Century

Amendment to Commitment Letter

Ladies and Gentlemen:

Reference is made to that certain Commitment Letter dated as of March 29, 2013 (the “Commitment Letter”) among you, Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS” and, together with Bank of America, “BAML”), Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (“DBSI” and, together with DBNY, “Deutsche Bank”), PNC Bank, National Association (“PNC Bank”) and PNC Capital Markets LLC (“PNC Capital” and, together with PNC Bank, “PNC”), KeyBank National Association (“KeyBank”), and Macquarie Capital (USA), Inc. (“Macquarie Capital”) and MIHI LLC (“MIHI” and together with Macquarie Capital, “Macquarie”; BAML, Deutsche Bank, PNC, KeyBank and Macquarie are hereinafter referred to as the “Commitment Parties”, “we” or “us”) regarding the arrangement, underwriting and syndication of senior secured credit facilities (the “Senior Credit Facilities”) for the purpose of financing in part the Acquisition (as defined in the Commitment Letter). Unless otherwise defined herein, capitalized terms shall have the same meanings as specified therefor in the Commitment Letter.

Each of the undersigned hereby agrees that, from and after the date hereof, the Commitment Letter shall be amended as follows:

1. The reference to “$584.5 million” in the first paragraph of the Commitment Letter is replaced with a reference to “$611.9 million”.

2. Clause (i) under the sub-heading “Revolving Credit Facilities” under the heading “Senior Credit Facilities” in Annex I to the Commitment Letter is amended and restated in its entirety to read as follows:

“(i) on the Closing Date, solely to fund (x) additional original issue discount and/or upfront fees that may be imposed pursuant to the exercise of the market flex provisions in the Fee Letter, and (y) up to $25.0 million to finance in part the Acquisition and”

3. The first sentence of clause (i) in Annex II to the Commitment Letter is amended and restated in its entirety to read as follows:

“The Acquisition shall be consummated pursuant to the Agreement and Plan of Merger provided to the Lead Arrangers by email at approximately 2:43 p.m., prevailing New York time, on March 29, 2013 (as amended pursuant to that certain Amendment No. 1 to Agreement and Plan of Merger dated as of July 3, 2013 and subject to any other modifications, consents or waivers thereto that comply with the provisions of this clause (i), and together with the exhibits and schedules thereto, the “Acquisition Agreement”) concurrently with the closing of the Senior Credit Facilities.”

This Amendment to Commitment Letter is subject to the confidentiality provisions set forth in Section 6 of the Commitment Letter. This Amendment to Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment to Commitment Letter by facsimile transmission or electronic transmission (in pdf format) will be effective as delivery of a manually executed counterpart hereof.

This Amendment to Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature Pages Follow]

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,

BANK OF AMERICA, N.A.

By:	/s/ Samuel Baruch
Name:	Samuel Baruch
Title:	Director

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:	/s/ Samuel Baruch
Name:	Samuel Baruch
Title:	Director

Signature Page to Amendment to Commitment Letter – Project Century

DEUTSCHE BANK AG NEW YORK BRANCH

By:	/s/ Kathryn Burch
Name:	Kathryn Burch
Title:	Associate

By:	/s/ Scottye Lindsey
Name:	Scottye Lindsey
Title:	Director

DEUTSCHE BANK SECURITIES INC.

By:	/s/ Chris Dorsett
Name:	Chris Dorsett
Title:	Director

By:	/s/ Frank Fazio
Name:	Frank Fazio
Title:	Managing Director

Signature Page to Amendment to Commitment Letter – Project Century

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Christian S. Brown
Name:	Christian S. Brown
Title:	Senior Vice President

PNC CAPITAL MARKETS LLC
By:	/s/ Joshua R. Sosland
Name:	Joshua R. Sosland
Title:	Managing Director

Signature Page to Amendment to Commitment Letter – Project Century

KEYBANK NATIONAL ASSOCIATION
By:	/s/ J. D. Fowler
Name:	J. D. Fowler
Title:	Director

Signature Page to Amendment to Commitment Letter – Project Century

MACQUARIE CAPITAL (USA), INC.
By:	/s/ Stephen Mehos
Name:	Stephen Mehos
Title:	Senior Managing Director
By:	/s/ Lisa Grushkin
Name:	Lisa Grushkin
Title:	Senior Vice President

MIHI LLC
By:	/s/ Andrew Stock
Name:	Andrew Stock
Title:	Executive Director/Authorized Signatory
By:	/s/ Stephen Mehos
Name:	Stephen Mehos
Title:	Authorized Signatory

Signature Page to Amendment to Commitment Letter – Project Century

Accepted and agreed to as of the date first written above:

CENTURY INTERMEDIATE HOLDING COMPANY
By:	/s/ Zev Weiss
Name:	Zev Weiss
Title:	Vice President and Secretary

Signature Page to Amendment to Commitment Letter – Project Century

EX-99.(C)(9)

JUNE

2013

Discussion Materials

Exhibit (c)(9)

PRIVATE AND CONFIDENTIAL

Evolution of Comparable Companies Performance and Valuation

Social

Expression:

From

9/25/12

to

today,

Blyth’s

and

CSS’s

EV/EBITDA

multiples

have

declined.

Blyth’s

stock

price

has

been

negatively

impacted

from

the

failed

IPO

of

its

subsidiary

ViSalus

combined

with

multiple

downward

revisions

of

EPS

guidance.

CSS’s

stock

price

has

improved

primarily

due

to

reporting

higher

than

expected

earnings;

however

its

EV/EBITDA

multiple

has

compressed

somewhat

due

to

concern

over

double

digit

percentage

decline

in

revenue

over

past

two

quarters

Print

Media:

Stock

prices

and

EV/EBITDA

multiples

highly

correlated

to

earnings

results;

Quad/Graphics

and

R.R.

Donnelley

have

improved

due

to

positive

earnings

reports,

major

contract

announcements

and

improved

outlook

from

Wall

Street

analysts,

while

Scholastic

has

declined

based

on

negative

earnings

reports

and

downward

revisions

of

EPS

guidance

Directories:

As

a

group,

EV/EBITDA

multiples

did

not

change

significantly

during

the

period;

Eniro’s

stock

price

has

outperformed

its

peers

due

to

streamlining

of

operations

and

divesting

of

non-core

businesses

E-Commerce:

Stock

prices

and

EV/EBITDA

multiples

for

1-800-Flowers.com

and

Shutterfly

have

improved

significantly

since

9/25/13

with

both

companies

reporting

higher

than

expected

revenue

and

earnings

growth;

CafePress

has

underperformed

since

9/25/12

due

to

earnings

misses

and

poor

reaction

by

the

market

to

the

EZ

Prints

acquisition

Licensing:

Iconix

has

outperformed

its

peers

significantly

from

9/25/12

through

today

with

significant

multiple

expansion,

higher

than

expected

earnings

and

well-received

acquisition

announcements;

Meredith

Corporation’s

stock

price

and

EV/EBITDA

multiples

have

improved

slightly,

resulting

from

optimistic

outlook

from

analysts

and

increase

returns

to

shareholders;

Cherokee’s

stock

price

and

EV/EBITDA

multiples

have

declined

during

the

period

due

to

lower

than

expected

earnings

Low-Growth

Retail:

Group

has

improved

significantly

during

the

period

with

EV/EBITDA

multiples

for

all

four

companies

increasing

from

9/25/12

to

today

as

general

retail

sentiment

has

improved

and

same-store-sales

have

beat

expectations;

hhgregg,

GameStop

and

Best

Buy

have

improved

due

to

more

optimistic

outlook

on

the

businesses

from

Wall

Street

analysts

(improved

recommendations,

increased

price

targets

and

increased

earnings

estimates);

Barnes

&

Noble’s

stock

price

and

EV/EBITDA

multiple

have

risen

significantly

since

2/22/13

when

it

was

reported

that

there

could

be

a

possible

sale

of

its

retail

business.

Barnes

&

Noble’s

stock

had

continued

to

appreciate

greatly

after

rumors

circulated

regarding

Microsoft

purchasing

the

Nook

business

for

$1

billion,

but

retreated

a

lesser

amount

following

rumors

of

talks

ending

Below

is

a

summary

of

how

the

comparable

companies

have

traded

since

9/25/12

(the

“unaffected

date”

and

date

of

the

“Initial

Offer”)

to

both

3/28/12

(date

the

PJSC

Fairness

Opinion

was

delivered)

and

current

(6/20/13)

1

PRIVATE AND CONFIDENTIAL

Evolution of Comparable Companies Stock Performance and Valuation

*9/25/12 represents the last trading day close before Weiss Family announced go-private transaction (the “unaffected date”).

**3/28/13 represents the date the PJSC Fairness Opinion was delivered and the date of the meeting of the Board of Directors to vote on Weiss Family go-private transaction.

(a)

Source: Capital IQ.

(b)

Yellow Media did not begin trading publicly until 12/21/12.

As of

Company

9/25/12 (a)

3/28/13

6/20/13

Comments

Social Expression

Blyth, Inc.

9/26/12 -

Blyth subsidiary ViSalus withdraws its IPO due to uncertain market conditions

EV / LTM EBITDA

6.2 x

3.3 x

3.4 x

(stock declines 21% on this news)

Stock Price

$32.57

$17.36

$13.65

10/29/12 -

Announces sale of Sterno business

in Price from 9/25/12*

(46.7%)

(58.1%)

11/13/12 -

Lowers FY12 EPS guidance

in Price from 3/28/13**

(21.4%)

3/14/13 & 3/8/13 -

Lowers FY13 EPS guidance twice

CSS Industries Inc.

10/23/12 -

Reports Q2 FY12 earnings ahead of analysts' estimates

EV / LTM EBITDA

4.3 x

5.0 x

4.1 x

5/21/13 -

Reports Q4 and FY12 earnings ahead of analysts' estimates

Stock Price

$21.04

$25.97

$24.94

in Price from 9/25/12*

23.4%

18.5%

in Price from 3/28/13**

(4.0%)

Print Media

Quad/Graphics, Inc.

10/10/12 -

Acquires Vertis Holdings for $285mm

EV / LTM EBITDA

3.7 x

4.3 x

4.8 x

12/14/12 -

Increases quarterly dividend 20%

Stock Price

$17.80

$23.94

$24.05

3/6/13 -

RBC raises price target and target EV/EBITDA multiple citing near-term visibility improving

in Price from 9/25/12*

34.5%

35.1%

in Price from 3/28/13**

0.5%

R.R. Donnelley & Sons

11/12 -

Secures multi-year contracts from Scotiabank and AARP

EV / LTM EBITDA

4.3 x

4.2 x

4.6 x

2/26/13 -

Issues FY13 revenue guidance above analysts' estimates

Stock Price

$10.97

$12.05

$12.80

5/13 -

Secures multi-year, multi-million agreement with Williams-Sonoma, AmeriMark,

in Price from 9/25/12*

9.8%

16.7%

Dr. Leonard's Healthcare, Northern Tool and The Sportsman's Guide

in Price from 3/28/13**

6.2%

Scholastic Corporation

11/20/12 -

Lowers FY13 revenue and EPS guidance (stock declines 18% on this news)

EV / LTM EBITDA

4.6 x

4.1 x

4.4 x

3/21/13 -

Lowers FY13 revenue and EPS guidance again (stock declines 14% on this news)

Stock Price

$32.60

$26.65

$28.83

in Price from 9/25/12*

(18.3%)

(11.6%)

in Price from 3/28/13**

8.2%

Directories

Solocal Group SA

10/2/12 -

Announces sale of 40% stake in Editus Luxembourg

EV / LTM EBITDA

4.8 x

4.9 x

4.7 x

12/12/12 -

Goldman Sachs & KKR sell down collective stake from 55% to 19%

Stock Price

$1.95

$2.15

$2.07

1/24/13 -

Lowers FY12 guidance; issues FY13 guidance below analysts' estimates

in Price from 9/25/12*

10.2%

6.0%

in Price from 3/28/13**

(3.8%)

Eniro AB

11/23/12 -

Announces it will sell Norwegian B2B service Inform

EV / LTM EBITDA

4.1 x

3.9 x

4.7 x

12/20/12 -

Announces it will continue to streamline operations and divest non-core businesses

Stock Price

$1.47

$1.79

$2.98

4/24/13 -

Announces it has signed commitment letter on long-term financing a year

in Price from 9/25/12*

22.0%

103.2%

before current bank loans expire (stock increases 21% over two days)

in Price from 3/28/13**

66.6%

Yellow Media Limited (b)

12/21/12

EV / LTM EBITDA

NA

2.0 x

2.0 x

Stock Price

NA

$9.19

$10.61

in Price from 9/25/12*

NA

NA

in Price from 3/28/13**

15.5%

2

PRIVATE AND CONFIDENTIAL

Did not begin trading publicly until

Evolution of Comparable Companies Stock Performance and Valuation

*9/25/12 represents the last trading day close before Weiss Family announced go-private transaction (the “unaffected date”).

**3/28/13 represents the date the PJSC Fairness Opinion was delivered and the date of the meeting of the Board of Directors to vote on Weiss Family go-private transaction.

(a)

Source: Capital IQ.

As of

Company

9/25/12 (a)

3/28/13

6/20/13

Comments

E-Commerce

1-800-Flowers.com Inc.

10/25/12 -

Reiterated

top

and

bottom

line

guidance

for

FY13;

saying

EV / LTM EBITDA

6.2 x

6.7 x

7.7 x

it continues to achieve MSD revenue growth across all three

Stock Price

$3.76

$4.97

$5.89

business segments and double-digit increases in EBITDA and EPS

in Price from 9/25/12*

32.2%

56.6%

1/31/13 & 4/30/13 -

Reported

EPS

for

Q3

&

Q4

higher

than

analysts’

in Price from 3/28/13**

18.5%

estimates and reaffirmed FY13 guidance in both announcements

1/31/13 & 4/30/13 -

Reported

EPS

for

Q3

&

Q4

higher

than

analysts’

Shutterfly, Inc.

10/10/12 -

Upgrade to Buy by Cantor Fitzgerald

EV / LTM EBITDA

11.3 x

10.5 x

13.9 x

11/1/12 -

Announces

$60mm

share

repurchase

program

Stock Price

$30.48

$44.17

$51.15

12/19/12 -

Announces it will license Kodak Imaging Patents

in Price from 9/25/12*

44.9%

67.8%

2/5/13 -

Issues

FY13

revenue

guidance

above

analysts’

estimates

and

beats

analysts’

Q4

FY12

in Price from 3/28/13**

15.8%

EPS estimates by 39%

2/6/13 & 4/24/13-

Topeka

Capital

raises

price

target

to

$45

and

$50,

respectively,

citing

EBITDA

outperformance (vs. guidance) and predicted EV/EBITDA multiple expansion

5/1/13 -

Reports

Q1

FY13

revenue

and

Q2

FY13

revenue

guidance

above

analysts’

estimates helped by rising demand for photo printing

5/13/13 -

Announces

$220mm

in

convertible

senior

notes

offering;

plans

to use proceeds to fund acquisitions and other strategic transactions

CafePress Inc.

10/10/12 -

Announces acquisition of EZ prints

EV / LTM EBITDA

4.8 x

3.7 x

4.4 x

(stock declines 26% in 3 days)

Stock Price

$9.30

$6.01

$6.05

11/7/12 -

Reports

Q3

FY12

EPS

below

analysts’

estimates

in Price from 9/25/12*

(35.4%)

(34.9%)

2/13/13 -

in Price from 3/28/13**

0.7%

5/2/13 -

Licensing

Meredith Corporation

11/8/12 -

Raises Q2 FY13 EPS estimate; reaffirms FY13 EPS guidance

EV / LTM EBITDA

7.8 x

7.8 x

8.9 x

2/4/13 -

Increases quarterly dividend by 6.5%

Stock Price

$35.49

$38.26

$45.09

4/25/13 -

in Price from 9/25/12*

7.8%

27.0%

issues Q4 FY13 guidance below analysts' estimates

in Price from 3/28/13**

17.9%

6/18/13 -

Deutsche Bank raises PT on optimistic outlook

on improving national media trends

Iconix Brand Group, Inc.

2/4/13 -

Acquires 51% of Buffalo David Bitton Brand; increases FY13 EPS and revenue guidance

EV / LTM EBITDA

7.3 x

11.1 x

11.8 x

2/4/13, 2/20, 4/24 -

Brean Capital raises price target three times, citing positive guidance, acquisitions

Stock Price

$18.15

$25.87

$29.28

4/24/13 -

Announces

Q1

FY13

EPS

26%

increase

over

prior

year

quarter;

also

raises

FY13

in Price from 9/25/12*

42.6%

61.4%

EPS guidance (stock price increase 13% over 3 day period)

in Price from 3/28/13**

13.2%

5/25/13 -

Iconix

buys

remaining

49%

of

Ecko’s

parent

for

$45mm

Cherokee Inc.

4/30/13 -

Announces EPS for year comes in slightly lower than previous year

EV / LTM EBITDA

10.1 x

9.4 x

9.4 x

6/13/13 -

Announces adjusted EPS up slightly from previous year

Stock Price

$14.56

$13.70

$12.96

in Price from 9/25/12*

(5.9%)

(11.0%)

in Price from 3/28/13**

(5.4%)

PRIVATE AND CONFIDENTIAL

3

Reports

Q4

FY12

EPS

above

analysts’

estimates

Reports

Q1

FY13

EPS

above

analysts’

estimates

Reports

Q3

FY13

EPS

above

analysts’

estimates;

Evolution of Comparable Companies Stock Performance and Valuation

*9/25/12 represents the last trading day close before Weiss Family announced go-private transaction (the “unaffected date”).

**3/28/13 represents the date the PJSC Fairness Opinion was delivered and the date of the meeting of the Board of Directors to vote on Weiss Family go-private transaction.

(a)

Source: Capital IQ.

(b)

Barnes & Noble’s “3/28/13”

and “6/20/13”

EV / EBITDA multiple is as of 2/22/13, day prior to announcement of potential sale of Retail Business and subsequent rumors about Microsoft transaction for the

Nook business unit.

As of

Company

9/25/12 (a)

3/28/13

6/20/13

Comments

Low-Growth Retail

Barnes & Noble, Inc. (b)

2/22/13 -

announcement of potential sale of retail business

EV / LTM EBITDA

6.4 x

5.2 x

5.2 x

5/8/13 -

Reported rumor that Microsoft will acquire Nook business for $1bn

Stock Price

$12.26

$13.51

$18.44

(stock increases 25% that day on this news)

in Price from

9/25/12*

10.2%

50.4%

in Price from

3/28/13**

36.5%

hhgregg, Inc.

1/31/13 -

JP Morgan raises price target to $9 from $8 per share on improving outlook on business

EV / LTM EBITDA

2.5 x

3.9 x

6.0 x

5/20/13 -

Announces share repurchase program of $50 million

Stock Price

$7.08

$11.05

$16.68

Benefiting from rising home values and sales which have lead

in Price from

9/25/12*

56.1%

135.6%

consumers to buy or replace appliances and electronic devices

in Price from

3/28/13**

51.0%

5/21/13 -

JP Morgan raises price target to $17 based on increased estimates targeting 5x EV/EBITDA

GameStop Corp.

11/16/13 -

Wedbush Securities raises price target to

$33 citing strong revenue and earnings growth

EV / LTM EBITDA

3.1 x

3.4 x

6.0 x

potential from continued market share gains, digital growth and its repurchase program

Stock Price

$20.88

$27.97

$40.94

3/26/13 -

Oppenheimer raises price target to

$27 from $17 due to multiple expansion

in Price from

9/25/12*

34.0%

96.1%

3/28/13 -

CEO announces Company is looking for acquisition opportunities

in Price from

3/28/13**

46.4%

for growth to expand beyond digital gaming in Q4 FY12 earnings

5/7/13 -

Piper Jaffray raises revenue and EPS estimates; increases price target to $43 from $36

5/23/13 -

Declares $0.275 quarterly dividend (as compared to

$0.15 in the comparable quarter of the prior year)

6/10/13 -

Company begins taking pre

-orders for Xbox One

6/20/13 -

Shares

surge

6%

as

Microsoft

announces

it

won’t

place

restrictions

on

used

games for Xbox One

Best Buy Co., Inc.

1/28/13 -

BB&T

Capital

Markets

upgrades

to

buy

and

raises

price

target

to

$21

citing

improved

EV / LTM EBITDA

2.7 x

3.6 x

4.8 x

management team, Apple's influence abating, leveling playing field with Amazon, cost cutting

Stock Price

$16.93

$22.15

$26.59

2/26/13 -

Announces cost cutting plan under new CFO

; outlines $150mm in SG

&A savings

in Price from

9/25/12*

30.8%

57.1%

3/6/13 -

Jefferies

upgrade

to

buy;

raises

price

target

to

$24

from

$13

on

better

management,

in Price from

3/28/13**

20.0%

clear costing cutting initiatives, gains from investments in multi-channel, multiple expansion

4/5/13 -

Samsung announces will open

1,000 store-in-stores inside Best Buy stores

4/30/13 -

Carphone Warehouse announces its proposed

acquisition of Best Buy's 50% stake in CPW Europe

5/21/13 -

Announces better-than-expected first quarter results

5/21/13 -

JP

Morgan

upgrades

to

buy

and

raises

price

target

to

$29,

citing

multiple

expansion

and improved margin outlook

6/13/13 -

Microsoft announces it would open 500 specialty stores

within existing Best Buy stores selling exclusively Windows products

4

PRIVATE AND CONFIDENTIAL

5

Comparative

Stock

Price

Performance

–

vs.

S&P

400

Consumer

Discretionary

3-Year Relative Stock Chart

5-Year Relative Stock Chart

10-Year Relative Stock Chart

15-Year Relative Stock Chart

Source: Capital IQ and Bloomberg.

While the broader market has provided significant returns on equity investments over time, American Greetings has significantly

underperformed

and,

in

most

periods,

has

not

provided

a

positive

return

(Period ending September 25, 2012)           

75.6%

168.1%

R  : 0.320

55.0%

134.0%

R

: 0.362

87.4%

223.6%

R

: 0.300

41.9%

253.9%

R  : 0.206

PRIVATE AND CONFIDENTIAL

50%

75%

100%

125%

150%

175%

200%

Sep-09

Mar-10

Sep-10

Mar-11

Sep-11

Mar-12

Sep-12

0%

50%

100%

150%

200%

250%

Sep-02

Sep-04

Sep-06

Sep-08

Sep-10

Sep-12

0%

25%

50%

75%

100%

125%

150%

Sep-07

Sep-08

Sep-09

Sep-10

Sep-11

Sep-12

0%

50%

100%

150%

200%

250%

300%

Sep-97

Sep-00

Sep-03

Sep-06

Sep-09

Sep-12

American Greetings

S&P 400 Consumer Discretionary

American Greetings

S&P 400 Consumer Discretionary

American Greetings

S&P 400 Consumer Discretionary

American Greetings

S&P 400 Consumer Discretionary

2

2

2

2

6

Correlation with American Greetings Share Price

**Source: Bloomberg. R-squared is calculated as the weekly correlation between week over week change of the stock and American Greetings.

PRIVATE AND CONFIDENTIAL

0.100

0.200

0.300

0.400

0.500

0.600

0.700

0.800

0.900

1.000

CSS

BTH

SCHL

MDP

ICON

CHKE

FLWS

SFLY

RRD

QUAD

HGG

GME

BBY

BKS

0.172

0.026

0.029

0.021

0.106

0.016

0.126

0.012

0.022

0.051

0.033

0.084

0.097

0.076

0.288

0.304

0.155

0.178

0.202

0.217

0.144

0.098

0.212

0.088

0.138

0.076

0.176

0.070

1-Year (9/26/11 -

9/25/12)

5-Year (9/25/07 -

9/25/12)

7

Stock Price Performance of DJIA Constituents

PRIVATE AND CONFIDENTIAL

Stock Price as of

%

from 9/25/12 to:

%

from 3/28/13 to:

Market Cap

9/25/2012

3/28/13

6/17/13

3/28/13

6/17/13

6/17/13

Exxon

$395,950

$91.74

$90.11

$91.51

(1.8%)

(0.3%)

1.6%

Microsoft

279,679

30.39

28.61

35.00

(5.9%)

15.2%

22.4%

General Electric

240,408

22.31

23.12

23.77

3.6%

6.5%

2.8%

Wal-Mart

239,296

74.26

74.83

74.95

0.8%

0.9%

0.2%

Johnson & Johnson

232,070

69.32

81.53

85.63

17.6%

23.5%

5.0%

Chevron

228,647

116.93

118.82

121.22

1.6%

3.7%

2.0%

IBM

218,820

204.98

213.30

203.04

4.1%

(0.9%)

(4.8%)

Procter & Gamble

206,243

69.59

77.06

78.96

10.7%

13.5%

2.5%

Pfizer

203,114

24.84

28.86

29.16

16.2%

17.4%

1.0%

JPMorgan

198,862

40.55

47.46

53.85

17.0%

32.8%

13.5%

AT&T

184,803

38.06

36.69

35.76

(3.6%)

(6.0%)

(2.5%)

Coca-Cola

174,275

37.68

40.44

40.68

7.3%

8.0%

0.6%

Merck & Co.

139,838

45.11

44.20

47.80

(2.0%)

6.0%

8.1%

Verizon

140,075

45.62

49.15

50.71

7.7%

11.2%

3.2%

Bank of America

138,959

8.93

12.18

13.21

36.5%

48.0%

8.5%

Cisco

130,589

18.67

20.90

24.70

11.9%

32.3%

18.2%

Intel

120,224

22.54

21.84

25.10

(3.1%)

11.4%

15.0%

Walt Disney

111,622

52.54

56.80

64.49

8.1%

22.7%

13.5%

Home Depot

107,909

59.72

69.78

76.14

16.8%

27.5%

9.1%

McDonald's

97,037

92.86

99.69

98.74

7.4%

6.3%

(1.0%)

United Technologies

84,897

78.77

93.43

94.98

18.6%

20.6%

1.7%

3M Company

75,079

92.83

106.31

111.91

14.5%

20.6%

5.3%

UnitedHealth Group

65,076

56.20

57.21

64.37

1.8%

14.5%

12.5%

Mean

8.1%

14.6%

6.0%

Median

7.4%

13.5%

3.2%

Dow Jones

13,457.55

14,578.54

15,179.85

8.3%

12.8%

4.1%

S&P 400 Consumer Discretionary

436.79

499.85

528.03

14.4%

20.9%

5.6%

Trading Activity Since Offer

4/1/13 –

6/20/13

4/1/13 –

4/30/13

5/1/13 –

5/30/13

6/1/13 –

6/20/13

Source: Capital IQ as of 6/20/13.

Since 4/1/13, 38.7 million shares have traded at an average price of $18.34 per share and average daily volume of 700K shares

During the one year prior to the Initial Offer on 9/25/12, average price was $15.06 per share and average daily volume was 540K

shares

0%

57%

6%

4%

6%

11%

16%

0

5

10

15

20

25

Below

$18.00

$18.00-

$18.19

$18.20-

$18.24

$18.25-

$18.29

$18.30-

$18.34

$18.35-

$18.39

$18.40

and

Above

0%

75%

7%

5%

8%

3%

1%

0

5

10

15

20

25

Below

$18.00

$18.00-

$18.19

$18.20-

$18.24

$18.25-

$18.29

$18.30-

$18.34

$18.35-

$18.39

$18.40

and

Above

0%

0%

0%

0%

3%

34%

63%

0

1

2

3

4

5

6

Below

$18.00

$18.00-

$18.19

$18.20-

$18.24

$18.25-

$18.29

$18.30-

$18.34

$18.35-

$18.39

$18.40

and

Above

8

PRIVATE AND CONFIDENTIAL

0%

0%

0%

0%

0%

33%

67%

0

1

1

2

2

3

Below

$18.00

$18.00-

$18.19

$18.20-

$18.24

$18.25-

$18.29

$18.30-

$18.34

$18.35-

$18.39

$18.40

Above

and

9

Valuation Matrix

Illustrative Share Prices at Various Multiples & EBITDA Levels (a)

$18.20 as Discount / Premium to Implied Price

Implied Price as Discount / Premium to $18.20

(a)

Share

prices

calculated

using

net

debt

as

of

May

2013

per

Management

guidance

of

$196

million and

diluted

shares

outstanding

as

of

May

1,

2013

of

31.9

million,

restricted

stock

units

of

1.0

million,

performance

shares

of

1.0

million

and

options

outstanding

with

an

average

strike

price

of

$21.67.

(b) Source: Treasury model with certain adjustments per Management guidance.

(c)

Source:

Management

guidance

of

FY2013

actual

adjusted

EBITDA

and

Management

guidance

of

latest

estimate

of

FY2014

adjusted

EBITDA.

(d) EBITDA per Sources and Uses for FY2013 received 6/19/13.

(e)

Initial

estimate

of

adjusted

EBITDA

for

LTM

period

ending

Q1

FY2014E

with

FY2014E

Q1

of

$48.7

million

per

Management

Guidance,

FY2013

of

$212.3

million

per

Treasury

Model

with

certain

adjustments and Q1 FY2013

of $55.0 million per company filings.

PRIVATE AND CONFIDENTIAL

FY2013 EBITDA $M

LTM

FY2014 EBITDA $M

Illustrative EBITDA

Orig. Est. (b)

Actual (c)

Financing (d)

Q1 FY14 (e)

Orig. Est. (b)

Revised (c)

$201.0

$212.3

$215.0

$206.0

$208.5

$215.7

$220.0

$225.0

$230.0

3.00 x

53%

41%

39%

47%

45%

38%

34%

30%

26%

3.25 x

36%

26%

24%

31%

29%

23%

20%

16%

13%

3.50 x

23%

14%

12%

18%

17%

11%

8%

5%

2%

3.75 x

12%

4%

2%

8%

6%

1%

(1%)

(4%)

(7%)

4.00 x

2%

(5%)

(6%)

(1%)

(2%)

(7%)

(9%)

(12%)

(14%)

4.25 x

(5%)

(12%)

(13%)

(8%)

(10%)

(14%)

(16%)

(18%)

(20%)

4.50 x

(12%)

(18%)

(19%)

(15%)

(16%)

(20%)

(22%)

(24%)

(26%)

4.75 x

(18%)

(23%)

(25%)

(21%)

(22%)

(25%)

(27%)

(29%)

(31%)

5.00 x

(23%)

(28%)

(29%)

(25%)

(27%)

(30%)

(31%)

(33%)

(35%)

FY2013 EBITDA $M

LTM

FY2014 EBITDA $M

Illustrative EBITDA

Orig. Est. (b)

Actual (c)

Financing (d)

Q1 FY14 (e)

Orig. Est. (b)

Revised (c)

$201.0

$212.3

$215.0

$206.0

$208.5

$215.7

$220.0

$225.0

$230.0

3.00 x

(35%)

(29%)

(28%)

(32%)

(31%)

(27%)

(25%)

(23%)

(21%)

3.25 x

(26%)

(21%)

(19%)

(24%)

(23%)

(19%)

(17%)

(14%)

(11%)

3.50 x

(18%)

(12%)

(11%)

(16%)

(14%)

(10%)

(8%)

(5%)

(2%)

3.75 x

(10%)

(4%)

(2%)

(7%)

(6%)

(1%)

1%

4%

7%

4.00 x

(2%)

5%

7%

1%

3%

7%

10%

13%

16%

4.25 x

6%

14%

15%

9%

11%

16%

19%

22%

26%

4.50 x

14%

22%

24%

18%

19%

25%

28%

31%

35%

4.75 x

22%

31%

33%

26%

28%

33%

36%

40%

44%

5.00 x

30%

39%

41%

34%

36%

42%

45%

49%

53%

FY2013 EBITDA $M

LTM

FY2014 EBITDA $M

Illustrative EBITDA

Orig. Est. (b)

Actual (c)

Financing (d)

Q1 FY14 (e)

Orig. Est. (b)

Revised (c)

$201.0

$212.3

$215.0

$206.0

$208.5

$215.7

$220.0

$225.0

$230.0

3.00 x

$11.91

$12.90

$13.14

$12.35

$12.56

$13.20

$13.57

$14.01

$14.45

3.25 x

13.38

14.45

14.71

13.85

14.09

14.78

15.18

15.66

16.13

3.50 x

14.85

16.00

16.28

15.36

15.61

16.35

16.79

17.31

17.82

3.75 x

16.32

17.56

17.85

16.87

17.14

17.93

18.40

18.95

19.50

4.00 x

17.79

19.11

19.43

18.37

18.66

19.51

20.01

20.60

21.18

4.25 x

19.26

20.66

21.00

19.88

20.19

21.09

21.62

22.24

22.86

4.50 x

20.73

22.22

22.57

21.39

21.71

22.66

23.23

23.89

24.55

4.75 x

22.20

23.77

24.14

22.89

23.24

24.24

24.84

25.53

26.23

5.00 x

23.67

25.32

25.72

24.40

24.76

25.82

26.45

27.18

27.91

10

Factors Likely to Impact American Greetings Share Price Trading in

Absence of a Deal

Orphaned public company

–

Currently

only

one

research

analyst

(formerly

3

analysts

2

years

ago)

–

Single comparable company is private

Controlled company

–

Strategic and financial decisions continue to reflect Weiss Family ownership / influence

Short interest

–

Prior

to

announcement

of

take-private,

AM

short

interest

was

44%,

among

the

highest

on

the

S&P

500

Thinly traded shares contribute to increased volatility

Unpredictable earnings and negative reaction to earnings “misses”

Financials significantly impacted by non-recurring, one-time and other special items

–

50% of LTM January and 34% of FY13 EBITDA, respectively, were adjustments and one-timers

–

FY2013 Actual outperformance relative to plan largely driven by non operating items

Core business in accelerating decline

–

Year-over-year pieces declines of -1.5%, -2.5%, -3.4% and -3.7% over last four calendar years

–

“Heavy users”

declined -1.5% in 2012

Scarce new profitable growth opportunities

–

New account opportunities rare and costs to secure contracts makes returns low or potentially unprofitable

–

ROI on digital initiatives remains unclear

PRIVATE AND CONFIDENTIAL

–

Currently only one research analyst (formerly 3 analysts 2 years ago)

–

Prior to announcement of take-private, AM short interest was 44%, among the highest on the S&P 500

–

LTM volatility has been 26 vs. S&P 400 Consumer Discretionary of 17

EX-99.(C)(10)

Exhibit (c)(10)

PRIVATE AND CONFIDENTIAL JUNE 27, 2013

Project Care

Discussion Materials

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.

1

PRIVATE AND CONFIDENTIAL

Table of Contents

Section

I Summary Transaction Overview 3 II Summary Financial Performance 6 III Summary Stock Price Performance 18 IV Summary Valuation Analysis 23

Appendix

A Supplemental Information 38

2

PRIVATE AND CONFIDENTIAL

Summary Transaction Overview

3

PRIVATE AND CONFIDENTIAL

Summary Transaction Overview

The Weiss Family has proposed for discussion to acquire the remaining shares of Care that it does not own for $19.00 per share (the “Potential Weiss Family Proposal for Discussion”); the Weiss Family’s initial offer price was $17.18 (the “Initial Offer”) on 9/25/12; the offer price was revised to $17.50 per share (the “1/17/13 Offer”) on 1/17/13 and further revised to $18.20 per share on 3/28/13 (the “Merger Consideration Under Original Merger Agreement” or the “3/28/13 Offer”). On March 29, 2013 the Weiss Family entered into a merger agreement with Care to acquire the remaining shares of Care at $18.20 per share

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 Potential

(Amounts in Millions, Except Per Share Data) 3/28/13 Offer 3/28/13 Offer Weiss Family Cash Purchase Cash Purchase Proposal For Price Per Share Price Per Share Discussion $18.20 $18.20 $19.00

Premium / Discount to: Price Date

Stock Price Prior to 3/28/13 Offer: $16.10 (03/28/13) 13.0% 13.0% 18.0% Unaffected Share Price Prior to Initial Offer (a): 14.34 (09/25/12) 26.9% 26.9% 32.5%

30 Calendar Days Prior to Initial Offer: 14.25 (08/27/12) 27.7% 27.7% 33.3%

52-Week Low Prior to Initial Offer: 12.50 (01/04/12) 45.6% 45.6% 52.0%

52-Week High Prior to Initial Offer: 19.50 (09/27/11) (6.7%) (6.7%) (2.6%) Diluted Share Count (b) 34.2 34.2 34.3 Implied Equity Value $622.1 $623.0 $650.8 Plus: Debt (c) 286.4 260.3 260.3 Less: Cash (c) As of 3/28/13 As of 5/31/13

(86.1) (64.0) (64.0) Equals: Net Debt 200.3 196.3 196.3 Implied Enterprise Value $822.4 $819.3 $847.0

As of As of % from Implied Enterprise Value as a Multiple of: 3/28/13 6/26/13 3/28/13

Adjusted EBITDA FY13A (d) $201.0 4.1 x $212.3 5.6% 3.9 x 4.0 x LTM (5/31/13) (e) NA NA 216.9 NA 3.8 3.9 FY14E (f) 208.5 3.9 221.5 6.3% 3.7 3.8

Potential Weiss Family Proposal for Discussion represents 4% increase per share, 5% increase in equity value and 3% increase in enterprise value

(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 as of 5/31/13 per Management guidance.

(c) Source: Debt and cash balances as of 3/28/13 from Company’s Form 10-K for the period ended 2/28/13 and balances as of 5/31/13 are for FY2014 Q1 (5/31/13), per Management on 6/25/13.

(d) Source: FY2013 EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. FY2013 EBITDA as of 6/26/13 is from Company’s Form 10-K for the period ended 2/28/13 with certain adjustments based on Management guidance.

(e) Source: LTM EBITDA as of 6/26/13 is for period ended FY2014 Q1 (5/31/13) per Management on 6/25/13 with certain adjustments based on Management guidance, including normalizing to represent 365-day period. (f) Source: FY2014E EBITDA as of

3/28/13 per Management Treasury Model dated 11/30/12. FY2014E EBITDA as of 6/26/13 is per Updated Management Treasury Model dated 6/26/13, with certain adjustments based on Management guidance.

4

PRIVATE AND CONFIDENTIAL

Summary of Selected Transaction Terms

Potential Weiss Family Proposal for Discussion to Amend Merger Agreement

Form of Transaction • Merger of Merger Sub, a direct wholly owned subsidiary of Parent, with and into Care with Care surviving the Merger as a Structure & wholly owned subsidiary of Parent Consideration • Potential Weiss Family Proposal for Discussion $19.00 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 • Certain members of the Weiss Family will enter into an amended guaranty and voting agreement in favor of Care Agreement • Guaranty capped at $[7.3] million Merger Agreement • Sullivan & Cromwell will discuss the material changes to the proposed amended Merger Agreement

Financing Sources (a) • $225mm rollover of existing Senior Notes

• $19mm in cash from the balance sheet

• Plus committed financing and available credit facilities [To Be Updated]

• $250mm New Revolving Credit Facility ($50mm drawn at close)

• $350mm Term Loan B

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

• $40mm Weiss Family Rollover Equity

(a) Source: Management. Updated sources of funds as of [6/19/13].

5

PRIVATE AND CONFIDENTIAL

Summary Financial Performance

6

PRIVATE AND CONFIDENTIAL

Historical Financials

(Amounts in Millions, Except Per Share Data)

Fiscal Year Ended February 28, FY09-FY13 FY10-FY13

2009 2010 2011 2012 2013 CAGR CAGR

Total Revenue $1,690.7 $1,640.9 $1,597.9 $1,695.1 $1,868.7 2.5% 4.4% Cost of Goods Sold 810.0 713.1 682.4 741.6 817.7 Gross Profit 880.8 949.5 915.5 953.5 1,055.0 4.6% 3.6% EBIT (253.2) 139.1 174.7 149.6 94.2 Net Income (227.8) 81.6 87.0 57.2 49.9 NM (15.1%) Diluted Earnings Per Share ($4.89) $2.03 $2.11 $1.42 $1.47 NM (10.3%)

EBIT ($253.2) $139.1 $174.7 $149.6 $94.2 NM (12.2%) Goodwill Impairment 290.2 — 0.3 27.2 —Transaction Adjustments — 24.0 9.6 2.4 41.4 SBT and Other (0.2) 25.5 5.7 2.3 27.3 Adjusted EBIT 36.8 188.6 190.3 181.4 162.9 45.1% (4.8%) D&A 50.0 45.2 45.2 43.7 49.4 Adjusted EBITDA $86.8 $233.8 $235.5 $225.1 $212.3 25.1% (3.2%)

Margins

Gross Margin 52.1 % 57.9 % 57.3 % 56.2 % 56.5 % Adjusted EBITDA 5.1 14.2 14.7 13.3 11.4 Adjusted EBIT 2.2 11.5 11.9 10.7 8.7

Growth Rates

Total Revenue (4.8) % (3.0) % (2.6) % 6.1 % 10.2 % Adjusted EBIT (75.7) 412.9 0.9 (4.7) (10.2) Adjusted EBITDA (56.6) 169.4 0.7 (4.4) (5.7) Diluted Earnings Per Share NM NM 3.9 (32.7) 3.3

Summary Balance Sheet and Cash Flow Data

Cash $60.2 $137.9 $215.8 $132.4 $86.1 Total Debt 390.2 329.7 232.7 225.2 286.4 Net Debt 330.0 191.8 16.9 92.7 200.3 Depreciation and Amortization 50.0 45.2 45.2 39.2 49.4 Capital Expenditures (55.7) (26.6) (36.3) (70.9) (114.1) Free Cash Flow (a) 17.3 170.9 143.5 45.6 48.6

Summary Leverage Statistics

Total Debt / Adj. EBITDA 4.5 x 1.4 x 1.0 x 1.0 x 1.3 x Net Debt / Adj. EBITDA 3.8 0.8 0.1 0.4 0.9 (Adj. EBITDA—Cap Ex) / Int. Expense 1.6 8.4 8.1 7.2 5.6

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments based on Management guidance for FY2010-FY2013, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012.

CAGR = Compounded Annual Growth Rate.

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

7

PRIVATE AND CONFIDENTIAL

Declining Industry Trends

U.S. Greeting Card Growth Driven Most by Increasing Sales in Lower-Margin Dollar Store Channel

U.S. Greeting Card Industry Units and Dollar Sales Trends

Units Dollars

CY07 – CY12 CAGR: (2.6%) CY07 – CY12 CAGR: (0.8%)

CY12 – CY17E CAGR: (3.0%) CY12 – CY17E CAGR: (1.2%) (0.2%)

3.0 — 6.3 —(1.0%) (0.8%) (0.7%) 6.2 6.2 (1.2%) 2.8 (2.0%) (1.0%) (1.5%) 6.1 (1.9%) 2.6 (2.5%) Rate 6.1 Rate (Bn) 2.6 2.5 (4.0%) (Bn) 6.0 (2.0%) 2.5 (3.4%) of of s 2.4 (3.7%) rs 6.0 6.0 C 5.9 C Unit 2.4 2.3 (6.0%) 5.9 (3.0%) 2.3 Dolla 5.9 hange . hange

2.2 (8.0%) . S 5.8 (4.0%)

U

2.0 (10.0%) 5.7 (5.0%)

CY07 CY08 CY09 CY10 CY11 CY12 CY07 CY08 CY09 CY10 CY11 CY12

U.S. Greeting Card Category Projections by Channel

Units Dollars

100% <1% <1% 100% <1% <1% 16% 11% 16% 24% 20% 29% 80% 15% 80% 15% 19% 15% 18% 18% 17% 60% 20% 60% 20% 24% 24% 40% 24% 40% 23% 24% 24% 31% 33% 20% 20% 27% 32% 25% 17%

5% 7% 8%

0% 0%

CY07 CY12 CY17E CY07 CY12 CY17E Dollar Mass / SC Drug Grocery Specialty Online

Source: IRI scan data, AG proprietary consumer surveys, management estimates.

8

PRIVATE AND CONFIDENTIAL

NAGCD Historical Financial Trends

NAGCD comprised approximately 68% and 67% of Care’s total revenue in FY2009 and FY2013, respectively

(Amounts in Millions)

Historical NAGCD Revenue

Includes Acquisitions of Papyrus and RPG

$1,300

2010 Papyrus and $1,264

RPG Revenue: $129 $1,245 $1,250 $1,229 $1,222 $1,197 $1,200 $1,180 $1,174 $1,156 $1,147 $1,150

$1,100 $1,099 $1,050

$1,000

FY2004A FY2005A FY2006A FY2007A FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A

Historical NAGCD Operating Income and Margin (a) $350 Operating Income $mm Operating Margin % 40% $317 $308 $300 35%

$250 $235 $241 30%

27.4%

26.2% $201 $188 $193 $200 $171 25%

21.4% $160 $141 19.0% $150 20%

17.0%

16.2%

15.4%

13.9% $100 12.9% 15%

12.3%

$50 10% FY2004A FY2005A FY2006A FY2007A FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A

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).

9

PRIVATE AND CONFIDENTIAL

Evolution of Selected Key Metrics

LTM FY 2013E (a) FY 2013A LTM

Treasury Model (As Presented At Special Committee Treasury

As of Meetings on Dates Below) Model as of Actual Per 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) 10-K (f) 5/31/13 (g)

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 $1,868.7 $1,972.9

EBITDA 192.4 178.4 NA NA 182.8 183.5 196.1 195.6 201.0 212.3 216.9

Debt $280.2 $356.8 $365.2 $300.2 $245.2 $245.2 $245.2 $245.2 $286.4 $286.4 $260.3 Cash (61.7) (63.3) (61.6) (97.8) (62.1) (61.9) (39.3) (39.3) (86.1) (86.1) (64.0) Net Debt 218.4 293.5 303.6 202.4 183.1 183.3 205.8 205.8 200.3 200.3 196.3

Change in Metrics b/w 3/28/13 and 6/26/13 As of As of Variance 3/28/2013 6/26/2013 $ %

FY2013 (f) $201.0 $212.3 $11.3 5.6% LTM (g) NA 216.9 NA NA FY2014E (h) 208.5 221.5 13.0 6.2%

(a) Source: Management Treasury Models dated 10/18/12, 11/17/12 and 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 per Management guidance, including certain reclassifications of Depreciation and Amortization for LTM periods ended 8/24/12 and 11/23/12.

(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. (f) Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA based on Management guidance.

(g) Source: Revenue and EBITDA for LTM period ended 5/31/13 per Management on 6/25/13, with certain adjustments to EBITDA per management guidance including normalizing for 365-day period. Debt and cash balances are as of FY2014 Q1 end (5/31/13) per Management guidance on 6/25/13.

(h) FY2014E EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12. FY2014E EBITDA as of 6/26/13 per Updated Management Treasury Model dated 6/26/13.

10

PRIVATE AND CONFIDENTIAL

Schedule of Adjustments

(Amounts in Millions)

Fiscal Year Ended February 28, LTM FYE 2/28,

2010 2011 2012 2013 May-13 2014E Operating Income $139.1 $174.7 $149.6 $94.2 $137.2 $138.8 Depreciation & Amortization 45.2 45.2 43.7 49.4 51.0 56.0

Unadjusted EBITDA $184.3 $219.9 $193.2 $143.6 $188.2 $194.7

Charges Associated With Clinton Cards — — — 43.7 10.9 0.3 Impairments, debt expense, fees and closure costs NAGCD — — — — (6.1) — Timing impact of 6 extra days in quarter AGP Cookie Jar Settlement — — — — (0.9) — Reflects delayed fiscal 2013 payments into LTM period UKG — — — — (0.8) — Timing impact of 6 extra days in quarter Profit Sharing — — — — 0.6 — ~8% of domestic earnings from timing impact 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 Integration Costs — 10.3 — — — — Stores set up costs and other integration costs Lawsuit 24.0 — — — — — Settlement of a RPG lawsuit Goodwill and Other Intangibles Impairment — 0.3 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 Old WHQ — — — — — 18.5 Estimated loss on sale of WHQ

One Time Legal Costs — — — 9.5 6.5 — Accrual for certain legal expenses

Voluntary Compliance Program — — — 1.1 1.1 — Related to prior years’ underexpensing catch up Webshots (1.7) (0.7) 2.4 (2.3) (1.9) — Pro forma adjustment for sale of Webshots Properties Licensing Termination Expense — — — 2.1 — — Termination of Certain Agency Agreements New D&O Insurance Program — — — — 0.7 3.0 Normalization D&O insurance Proposed Going Private Transaction Costs — — — 6.9 9.5 — Current process costs Scan-Based Trading 1.5 5.7 6.8 7.7 9.1 5.0 Impact of scan-based trading conversions Total Adjustment $49.5 $15.6 $31.9 $68.7 $28.7 $26.8

Adjusted EBITDA $233.8 $235.5 $225.1 $212.3 $216.9 $221.5 Adjusted EBIT 188.6 190.3 181.4 162.9 165.9 165.5

Total Adjustments as a % of Unadjusted EBITDA 26.9% 7.1% 16.5% 47.9% 15.3% 13.7%

Source: Company’s Forms 10-K for the fiscal years ended 2/28/10, 2/28/11, 2/29/12, 2/28/13,Management guidance for LTM period ended 5/31/13 and Updated Management Treasury Model dated 6/26/13 for FY2014E, with certain adjustments based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012 and normalizing LTM EBITDA for 365-day period.

11

PRIVATE AND CONFIDENTIAL

Historical Unadjusted and Adjusted EBITDA

(Amounts in Millions)

Fiscal Year Ended February 28, FY10-FY13

2009 2010 2011 2012 2013 CAGR

Unadjusted EBITDA ($203.2) $184.3 $219.9 $193.2 $143.6 (8.0%) Total Adjustments 290.0 49.5 15.6 31.9 68.7 Adjusted EBITDA $86.8 $233.8 $235.5 $225.1 $212.3 (3.2%)

% Growth

Unadjusted EBITDA NM 19.3% (12.1%) (25.7%) Adjusted EBITDA 169.4% 0.7% (4.4%) (5.7%)

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments for FY2009-FY2013 based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012.

12

PRIVATE AND CONFIDENTIAL

Evolution of Management Forecasts

Total Revenues in FY2013A and 6/26/13 Updated Management Treasury Model columns reflect ownership of Clinton Cards

Total Revenue

FY2012 FY2013 FY2014 FY2015 FY2016 $2,500 $2,017 $1,954 $2,014 $2,020 $2,000 $1,794 $1,869 $1,883 $1,636 $1,695 $1,668 $1,693 $1,665 $1,701 $1,724 $1,500

$1,000

Clinton $500 Revenue $244

—

FY11 FY12 FY11 FY12 FY13 FY11 FY12 FY13 6/26/13 FY12 FY13 6/26/13 FY13 6/26/13 Plan Actual Plan Plan Actual Plan Plan Plan Treas. Plan Plan Treas. Plan Treas.

Total EBIT

FY2012 FY2013 FY2014 FY2015 FY2016 $250 $208 $204 $196 $200 $184 $181 $185 $163 $166 $169 $165 $160 $154 $157 $159 $150

$100

$50

$0

FY11 FY12 FY11 FY12 FY13 FY11 FY12 FY13 6/26/13 FY12 FY13 6/26/13 FY13 6/26/13 Plan Actual Plan Plan Actual Plan Plan Plan Treas. Plan Plan Treas. Plan Treas.

Source: Company’s Forms 10-K for fiscal years ended 2/29/12 and 2/28/13, Care Management Strategic Plans and Updated Management Treasury Model dated 6/26/13.

13

PRIVATE AND CONFIDENTIAL

Care Consolidated Financial Snapshot

Total Revenue

FY08 – FY13 CAGR: (1.0%) $2,017 $2,014 $2,020 $2,025 $2,030 $2,000 $1,776 $1,869 $1,691 $1,641 $1,598 $1,695 $1,500

$1,000

$500

$0

08A 09A 10A 11A 12A 13A 14E 15E 16E 17E 18E

Adjusted EBIT and EBITDA

Adjusted EBIT $151 $37 $189 $190 $181 $163 $166 $159 $165 $173 $181

% Growth (76%) 413% 1% (5%) (10%) 2% (4%) 4% 5% 4%

% Margin 8.5% 2.2% 11.5% 11.9% 10.7% 8.7% 8.2% 7.9% 8.2% 8.5% 8.9%

FY08 – FY13 CAGR: 1.2% $250 $234 $231 $225 $231 $239 $245 $200 $212 $222 $219 $200 $150 $100 $87 $50 $0 08A 09A 10A 11A 12A 13A 14E 15E 16E 17E 18E

% Margin 11.3% 5.1% 14.2% 14.5% 13.3% 11.4% 11.0% 10.9% 11.4% 11.8% 12.1%

Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012. FY2014-FY2018 based on Updated Management Treasury Model dated 6/26/13.

14

PRIVATE AND CONFIDENTIAL

Care Consolidated Financial Snapshot

Capital Expenditures $200 $150 $150 $114 $114 $100 $76

$71 $63

$57 $56 $46

$50 $36 $27

$0

08A 09A 10A 11A 12A 13A 14E 15E 16E 17E 18E

% of Revenue 3.2% 3.3% 1.6% 2.3% 4.2% 6.1% 3.8% 5.7% 7.4% 3.1% 2.3%

Free Cash Flow (a)

$200 $187 $171 $155 $143 $150 $128 $100 $61

$50 $46 $49 $47 $40 $17 $0

-$50

08A 09A 10A 11A 12A 13A 14E 15E 16E 17E 18E

Source: Company’s Forms 10-K for the fiscal years ended 2/29/08, 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, and Updated Management Treasury Model dated 6/26/13. (a) Defined as Cash Flow from Operations less Capital Expenditures.

15

PRIVATE AND CONFIDENTIAL

Original vs. Updated Management Treasury Model

(Amounts in Millions)

Fiscal Year Ending 2/28, Cumulative

2014E 2015E 2016E 2017E 2018E Variance Revenue

Treasury Model—11/30/12 $1,935.1 $1,939.9 $1,944.8 $1,949.6 $1,954.5 Updated Treasury Model—6/26/13 2,017.5 2,014.5 2,019.6 2,024.9 2,030.5

Variance—$ 82.4 74.5 74.8 75.3 76.0 $383.0 Variance—% 4.3% 3.8% 3.8% 3.9% 3.9%

EBITDA

Treasury Model—11/30/12 $208.5 $221.4 $230.5 $238.0 $244.2 Updated Treasury Model—6/26/13 221.5 218.8 230.9 238.7 245.5

Variance—$ 13.0 (2.6) 0.4 0.7 1.2 $12.7 Variance—% 6.2% (1.2%) 0.2% 0.3% 0.5%

Cash Flow From Operations

Treasury Model—11/30/12 $159.7 $173.8 $183.2 $184.0 $188.0 Updated Treasury Model—6/26/13 123.6 175.1 190.2 190.5 201.2

Variance—$ (36.2) 1.2 7.1 6.6 13.2 ($8.1) Variance—% (22.6%) 0.7% 3.9% 3.6% 7.0%

Capital Expenditures

Treasury Model—11/30/12 $169.2 $139.1 $46.0 $46.0 $46.0 Updated Treasury Model—6/26/13 76.4 114.2 149.8 62.8 46.0

Variance—$ (92.8) (24.9) 103.8 16.8 — $2.9 Variance—% (54.8%) (17.9%) 225.7% 36.4% —

Free Cash Flow (a)

Treasury Model—11/30/12 ($9.5) $34.7 $137.2 $138.0 $142.0 Updated Treasury Model—6/26/13 47.2 60.9 40.4 127.8 155.2

Variance—$ 56.6 26.2 (96.8) (10.2) 13.2 ($11.0) Variance—% (599.0%) 75.4% (70.6%) %) (7.4%) 9.3%

Source: Management Treasury Model dated 11/30/13 and Updated Management Treasury Model dated 6/26/13. FY2014E EBITDA per Updated Treasury Model dated 6/26/13 adjusted for certain items based on Management guidance.

(a) Defined as cash flow from operations less capital expenditures.

16

PRIVATE AND CONFIDENTIAL

Summary Projected Financials

(Amounts in Millions, Except Per Share Data)

Actual LTM Projected Fiscal Year Ended February 28, FY14-FY18 2013A May-13 2014E 2015E 2016E 2017E 2018E CAGR

Total Revenue $1,868.7 $1,972.9 $2,017.5 $2,014.5 $2,019.6 $2,024.9 $2,030.5 0.2% Gross Profit 1,055.0 1,117.4 1,169.3 1,167.0 1,170.7 1,177.5 1,183.9 0.3%

Adjusted EBITDA 212.3 216.9 221.5 218.8 230.9 238.7 245.5 2.6% Adjusted EBIT 162.9 165.9 165.5 158.7 165.1 173.0 180.7 2.2%

Net Income (a) 49.9 75.5 77.3 88.4 92.8 97.8 103.9 7.7% Diluted Earnings Per Share (a) $1.47 $2.28 $2.35 $2.64 $2.73 $2.84 $2.97 6.1%

Margins

Gross Profit 56.5 % 56.6 % 58.0 % 57.9 % 58.0 % 58.1 % 58.3 % Adjusted EBITDA 11.4 11.0 11.0 10.9 11.4 11.8 12.1 Adjusted EBIT 8.7 8.4 8.2 7.9 8.2 8.5 8.9 Net Income as Reported 2.7 3.8 3.8 4.4 4.6 4.8 5.1

Growth Rates

Total Revenue 10.2 % 114.7 % 8.0 % (0.1) % 0.3 % 0.3 % 0.3 % Adjusted EBITDA (5.7) 90.5 4.4 (1.2) 5.5 3.4 2.8 Adjusted EBIT (10.2) 86.3 1.6 (4.1) 4.0 4.8 4.4 Diluted Earnings Per Share 3.3 (1,355.8) 59.9 12.6 3.4 3.9 4.7

Summary Balance Sheet and Cash Flow Data

Cash $86.1 $64.0 $85.3 $178.7 $267.4 $375.1 $509.9 Total Debt 286.4 260.3 225.2 277.2 345.2 345.2 345.2 Net Debt 200.3 196.3 139.8 98.4 77.8 (29.9) (164.8) Depreciation and Amortization 49.4 51.0 56.0 60.1 65.8 65.7 64.8 Capital Expenditures (114.1) (152.6) (76.4) (114.2) (149.8) (62.8) (46.0) Free Cash Flow (b) 48.6 166.5 47.2 60.9 40.4 127.8 155.2

Leverage and Interest Coverage Ratios

Total Debt / Adj. EBITDA 1.3 x 1.2 x 1.0 x 1.3 x 1.5 x 1.4 x 1.4 x Net Debt / Adj. EBITDA 0.9 0.9 0.6 0.4 0.3 NM NM (Adj. EBITDA—CapEx) / Interest, Net 5.6 — 8.2 5.7 4.5 9.9 12.6

Source: FY2013A based on Company’s Form 10-K for period ended 2/28/13 with certain adjustments based on Management guidance. LTM period as of 5/31/13 per Management on 6/25/13 with adjustments to EBITDA and EBIT, including normalizing for 365-day period. FY2014-2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments for FY2014E based on Management guidance. (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.

17

PRIVATE AND CONFIDENTIAL

Summary Stock Price Performance

18

PRIVATE AND CONFIDENTIAL

Historical Stock Price Performance vs. S&P 400 Consumer Discretionary

While the broader market has provided significant returns on equity investments over time, Care has significantly underperformed and, in most periods, has not provided a positive return

(Period ending September 25, 2012, date of Initial Offer)

3-Year Change in Value 5-Year Change in Value

100% 50%

34.0%

75% 25%

168.1%

50% 0% 25% (25%)

(45.0%)

0% (50%) (25%) (24.4%) (75%) (50%) (100%)

Sep-09 Mar-10 Sep-10 Mar-11 Sep-11 Mar-12 Sep-12 Sep-07 Sep-08 Sep-09 Sep-10 Sep-11 Sep-12

Care S&P 400 Consumer Discretionary Care S&P 400 Consumer Discretionary

10-Year Change in Value 15-Year Change in Value

150% 200%

123.6% 150% 153.9%

100%

100% 50% 50%

0% (12.6%)

0% (50%) (50%)

(58.1%)

(100%) (100%)

Sep-02 Sep-04 Sep-06 Sep-08 Sep-10 Sep-12 Sep-97 Sep-00 Sep-03 Sep-06 Sep-09 Sep-12

Care S&P 400 Consumer Discretionary Care S&P 400 Consumer Discretionary

Source: Capital IQ and Bloomberg.

19

PRIVATE AND CONFIDENTIAL

Summary Stock Price Performance

Five years prior to Initial Offer of $17.18

Closing Stock Price Performance

Period Prior to

Initial Offer Median Mean

1-Year $14.93 $15.06

2-Year 18.40 18.49

$30.00 3-Year 20.25 19.39

4-Year 18.02 16.88

5-Year 18.49 17.38

Initial 1/17/13 3/28/13

$25.00 Offer Offer Offer

3-Year Average $17.18 $17.50 $18.20

$19.39

$20.00 2-Year Average

$18.49 Price $18.20 5-Year Average

$17.38 $18.19 Stock $15.00 4-Year Average

$16.88 1-Year Average

$15.06

Closing $10.00

$5.00

$0.00

Sep-07 Apr-08 Oct-08 Apr-09 Oct-09 May-10 Nov-10 May-11 Nov-11 May-12 Dec-12 Jun-13

Source: Capital IQ as of 6/26/13.

20

PRIVATE AND CONFIDENTIAL

Summary Stock Price Performance

Two years prior to Initial Offer of $17.18

Closing Stock Price History

$19.00 Potential Weiss

$18.20 Final Offer as Family Proposal for Disc.

Price Premium / (Discount) Premium / (Discount) Unaffected Share Price Prior to Initial Offer (a) $14.34 26.9% 32.5%

30 Calendar Days Prior to Initial Offer 14.25 27.7% 33.3%

$30.00 52-Week Low Prior to Initial Offer 12.50 45.6% 52.0%

52-Week High Prior to Initial Offer 19.50 (6.7%) (2.6%)

Initial 1/17/13 3/28/13 Offer Offer Offer

$17.18 $17.50 $18.20

$25.00

Price

Stock $20.00 2-Year Average g $18.49

$18.20 $18.19

Closin 1-Year Average

$15.06

6-Month Average

$15.00 $14.43

3-Month Average

$14.15

$10.00

Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13

Source: Capital IQ as of 6/26/13.

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

21

PRIVATE AND CONFIDENTIAL

Summary of Trading Ranges

Shares traded at various prices

97% of shares that traded over the one-year period prior to the 9/25/12 Initial Offer traded below the $17.50 1/17/13 Offer

(Period ending September 25, 2012, except for “Since 9/25 Initial Offer” chart)

2-Year 1-Year 180-Days

Avg. Daily Trading Vol. (000s) 409.3 Avg. Daily Trading Vol. (000s) 535.8 Avg. Daily Trading Vol. (000s) 475.3 Average Price: $18.49 Average Price: $14.43

Average Price: $15.06

80 36% 40 25

25% 35% mm) 70 mm) 35 mm) 20

60 30 21% 29% 19% 17%

50 25 15 23%

(Shares (Shares 15% (Shares e 40 16% 20 e 14% e

30 12% 11% 15 10 13% 10%

Volum 20 Volum 10Volum

3% 5

10 5

Total Total Total 0% 0%

0 0 0

Below $13.50—$14.50—$15.50—$16.50—$17.50 and Below $13.50—$14.50—$15.50—$16.50—$17.50 and Below $13.50—$14.50—$15.50—$16.50—$17.50 and $13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above

90-Days 30-Days Since 9/25 Initial Offer (187 Days)

Avg. Daily Trading Vol. (000s) 443.4

Avg. Daily Trading Vol. (000s) 361.5 Avg. Daily Trading Vol. (000s) 328.0 Average Price: $17.24 Total # of Shares Traded (mm) 82.9

Average Price: $14.15 Average Price: $15.08 % of Total Shares 244.6%

4 30 % of Public Float 272.7%

9 33%

35% )

) 34% )

8 mm mm mm 25 27%

7 3 41%

6 20

(Shares 5 22% (Shares 28% 30% (Shares 19%

15

4 2 14%

3 10

9% Volume 8%

Volume Volume 1

2 5

1 0% 0% 0% 0% 0%

Total 0% 0% Total Total

0 0 0

Below $13.50—$14.50—$15.50—$16.50—$17.50 and Below $13.50—$14.50—$15.50—$16.50—$17.50 and Below $17.00- $17.50- $17.75- $18.00- $18.20- $18.35 $13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above 17.00 $17.49 $17.74 $17.99 $18.19 $18.34 and Above

Source: Capital IQ as of 6/26/13.

22

PRIVATE AND CONFIDENTIAL

Summary Valuation Analysis

23

PRIVATE AND CONFIDENTIAL

Summary Valuation Analysis

1/17/13 3/28/13 Potential Offer Offer Weiss Family Unaffected Share 9/25/12 Initial Offer Proposal for 9/25/12 Discussion

52-Week Trading Range Prior

$12.50 $19.50 to 9/25/13 Offer

Comparable Companies $14.50 $24.50

25% Premium to Comparable

$18.13 $30.63 Companies

Precedent Transactions $13.00 $22.50

Present Value of Future Share

$15.50 $23.00 Price (a)

Sum of the Parts $15.75 $25.00

DCF $17.00 $23.00

$10.00 $12.50 $14.34 $15.00 $17.50 $19.00 $20.00 $22.50 $25.00 $27.50 $30.00 $32.50

$17.18 $18.20

(a) Includes present value of future quarterly dividend payments of $0.15 per share.

24

PRIVATE AND CONFIDENTIAL

Implied Share Price at Various Premia

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% Price 18.75 31.6% 30.8% 24.3% 30.0% 32.5% 29.9% 24.5% 19.00 33.3% 32.5% 26.0% 31.8% 34.3% 31.7% 26.2% Share 19.25 35.1% 34.2% 27.7% 33.5% 36.0% 33.4% 27.8% 19.50 36.8% 36.0% 29.3% 35.2% 37.8% 35.1% 29.5% 19.75 38.6% 37.7% 31.0% 37.0% 39.6% 36.9% 31.1% 20.00 40.4% 39.5% 32.6% 38.7% 41.3% 38.6% 32.8%

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 Premium 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

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.

25

PRIVATE AND CONFIDENTIAL

Care Historical EV / LTM EBITDA

From 2 years prior to offer Calendar Days

Prior to Initial Offer Mean Median

30 Days 3.2 x 3.2 x

60 Days 3.1 x 3.1 x Net Debt decreased

90 Days 3.1 x 3.1 x $93.2mm from Q3 to

6 Months 3.0 x 3.0 x LTM EBITDA Q4 6.0 x 12 Months 3.1 x 3.1 x decreased 7% from

18 Months 3.4 x 3.3 x Q2 to Q3

24 Months 3.5 x 3.5 x

5.0 x

Multiple Per

1-Year Average (a)

CapIQ: 4.5x

3.9x

4.0 x

Actual

2-Year Average Multiple: 3.9x(b) 3.5x

3.0 x 3 and 12-Month Average

3.1x 6-Month Average 3.0x

2.0 x

Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13

Initial 1/17/13 3/28/13 Offer Offer Offer 9/25/12

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 6/26/13.

(a) CapIQ calculates LTM EV/EBITDA multiple using EBITDA of $150.1mm for period ended 2/28/13 compared to adjusted EBITDA of $212.3mm for same period with adjustments per Management guidance. (b) Current multiple assumes LTM EBITDA of $212.3mm and net debt of $200.3mm for the period ended 2/28/13 based on Company’s Form 10-K dated 5/9/13, with certain adjustments to EBITDA 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 as of 5/31/13 per Management guidance.

26

PRIVATE AND CONFIDENTIAL

Valuation Matrix

(Amounts in Millions, except per share data)

%Premium to LTM (5/31/13) Net Debt of $196.3M (g)

Unaffected Prior to 30 Days

Stock Price 3/28/13 Prior to EV / Adj. EBITDA

Share on 9/25/12 Offer 9/25/12 Market Enterprise FY2013A LTM 5/31/13 FY2014E Price $14.34 $16.10 $14.25 Cap (h) Value $212 (i) $217 (j) $222 (k) $13.00 (9.3%) (19.3%) (8.8%) $444 $640 3.0 x 3.0 x 2.9 x 14.34 (a) — (10.9%) 0.6% 490 686 3.2 x 3.2 x 3.1 x 15.00 4.6% (6.8%) 5.3% 513 709 3.3 x 3.3 x 3.2 x 16.00 11.6% (0.6%) 12.3% 547 744 3.5 x 3.4 x 3.4 x 16.10 (b) 12.3% — 13.0% 551 747 3.5 x 3.4 x 3.4 x 17.18 (c) 19.8% 6.7% 20.6% 588 784 3.7 x 3.6 x 3.5 x 17.50 (d) 22.0% 8.7% 22.8% 599 795 3.7 x 3.7 x 3.6 x 17.75 23.8% 10.2% 24.6% 607 804 3.8 x 3.7 x 3.6 x 18.00 25.5% 11.8% 26.3% 616 812 3.8 x 3.7 x 3.7 x 18.20 (e) 26.9% 13.0% 27.7% 623 819 3.9 x 3.8 x 3.7 x 18.25 27.3% 13.4% 28.1% 625 821 3.9 x 3.8 x 3.7 x 18.50 29.0% 14.9% 29.8% 633 830 3.9 x 3.8 x 3.7 x 18.75 30.8% 16.5% 31.6% 642 838 3.9 x 3.9 x 3.8 x 19.00 (f) 32.5% 18.0% 33.3% 651 847 4.0 x 3.9 x 3.8 x 19.25 34.2% 19.6% 35.1% 659 856 4.0 x 3.9 x 3.9 x 19.50 36.0% 21.1% 36.8% 668 864 4.1 x 4.0 x 3.9 x 19.75 37.7% 22.7% 38.6% 677 873 4.1 x 4.0 x 3.9 x 20.00 39.5% 24.2% 40.4% 685 882 4.2 x 4.1 x 4.0 x

(a) Unaffected closing stock price on 9/25/12.

(b) Closing stock price on 3/28/13. (h) Assumes diluted share count including restricted stock units and performance shares and (c) Initial Offer on 9/25/12. treasury stock method for options exercisable as of 5/31/13 per Management guidance. (d) 1/17/13 Offer. (i) Source: Based on Company’s Form 10-K dated 5/9/13 for period ended 2/28/13, with (e) 3/28/13 Offer. certain adjustments based on Management guidance.

(f) Potential Weiss Family Proposal for Discussion. (j) LTM (FY2014 Q1) EBITDA for the 12-month period ended 5/31/13 per Management, with certain (g) Net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13. adjustments based on Management guidance, including normalizing for 365-day period.

Represents FY2014 Q1 cash and debt balances per Management on 6/25/13. (k) Source: Based on Updated Management Treasury Model dated 6/26/13.

27

PRIVATE AND CONFIDENTIAL

Select Public Company Analysis

Enterprise Value / EBITDA EV / LTM EBITDA EV / CY13 EBITDA

Core Business Comps Other Related Business Segments Social Expression Print Media Directories

10.0 x

LTM Median: 3.7x LTM Median: 4.8x LTM Median: 4.6x 8.0 x CY13 Median: NA CY13 Median: 5.1x CY13 Median: 4.9x Care

6.0 x 5.4 x 5.0 x 4.9 x 4.8 x 4.5 x 4.8 x 5.1 x 4.6 x 4.2 x 4.4 x 4.7 x 37. x 3.6 x 3.9 x 3.7 x 4.0 x 4.0 x 3.4 x 3.4 x

2.6 x 2.0 x 2.0 x NA NA

—

Unaffected 3/28/13 Final Current CSS Industries Blyth Quad/Graphics R.R. Donnelley Scholastic Solocal Group Eniro AB Yellow Media Multiple (a) Offer (b) Multiple (c) & Sons

Other Related Business Segments

Selected E-Commerce (d) Licensing Selected Low-Growth Retail

20.0 x LTM Median: 7.5x LTM Median: 9.3x LTM Median: 5.1x CY13 Median: 7.7x CY13 Median: 10.0x CY13 Median: 5.1x

16.0 x 15.0 x 14.1 x

11.8 x

12.0 x 10.0 x 10.1 x Care 9.3 x 9.3 x 7.7 x 8.0 x 7.5 x

4.9 x 5.9 x 5.6 x 5.2 x 5.0 x 5.3 x 4.9 x 3.7 x 3.4 x 4.2 x3.6 x 3.9 x 3.7 x 4.6 x

3.0 x 3.1 x 4.0 x NA

—

Unaffected 3/28/13 Final Current Shutterfly 1-800 CafePress Iconix Meredith Cherokee GameStop hhgregg Best Buy Barnes Multiple (a) Offer (b) Multiple (c) Flowers.com & Noble (e)

Source: Companies’ stock price and public filings as of 6/26/13. Projected CY13 EBITDA per ThomsonReuter’s median estimate of Wall Street analysts as of 6/26/13.

(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. FY2014E EBITDA of $208.5mm 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) 3/28/13 Final offer, multiple calculated using Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for FY2013 (2/28/13). 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. FY2014E EBITDA of $208.5mm based on Updated Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. 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) Current Multiple calculated using Care’s share price of $18.19 as of 6/26/13 and net debt of $196.9mm for FY2014 Q1 (5/31/13) per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on Form

10-K dated 5/9/13, with certain adjustments based on Management guidance. FY2014E EBITDA of $222.0mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

(d) LTM and CY12 EBITDA for Selected E-Commerce companies excludes stock-based compensation expense as guided by Wall Street research and public filings. (e) Barnes & Noble multiple represents retail and college bookstore segments only; losses associated with Nook excluded from EBITDA.

28

PRIVATE AND CONFIDENTIAL

Select Public Company Multiples

(Amounts in Millions, Except Per Share Data)

Implied Per Share Valuation Implied Implied Implied Per Value Including 25% Multiples Enterprise Value Equity Value (e) Per Share Value (f) Control Premium (g)

Care FY2013A Revenue (a) $1,868.7 25.0%—45.0% $467.2—$840.9 $270.9—$644.6 $7.96—$18.82 $9.96—$23.53 Care LTM (5/31/13) Revenue (b) 1,972.9 25.0%—45.0% 493.2—887.8 297.0—691.5 8.73—20.34 10.92—25.42 Care FY2014E Revenue (c) 2,017.5 25.0%—45.0% 504.4—907.9 308.1—711.6 9.05—20.75 11.31—25.94

Care FY2013A EBITDA (a) $212.3 3.3 x—4.8 x $689.9—$1,008.3 $493.6—$812.0 $14.44—$23.59 $18.05—$29.49 Care LTM (5/31/13) EBITDA (b) 216.9 3.3 x—4.8 x 704.9—1,030.2 508.6—833.9 14.88—24.21 18.60—30.26 Care FY2014E EBITDA (c) 221.5 3.3 x—4.8 x 719.9—1,052.2 523.6—855.9 15.31—24.82 19.14—31.02

Care FY2013A EBIT (a) $162.9 4.0 x—7.5 x $651.5—$1,221.5 $455.2—$1,025.2 $13.32—$29.30 $17.32—$36.63 Care LTM (5/31/13) EBIT (b) 165.9 4.0 x—7.5 x 663.6—1,244.2 467.3—1,047.9 13.68—29.90 17.10—37.38 Care FY2014E EBIT (c) 165.5 4.0 x—7.0 x 662.2—1,158.8 465.9—962.5 13.64—27.65 17.04—34.56

Care FY2013A EPS (d) NA 6.5 x—13.0 x #VALUE!—#VALUE! #VALUE!—#VALUE! #VALUE!—#VALUE! #VALUE!—#VALUE! Care LTM (5/31/13) EPS (d) NA 8.0 x—12.0 x #VALUE!—#VALUE! #VALUE!—#VALUE! #VALUE!—#VALUE! #VALUE!—#VALUE! Care FY2014E EPS (d) $2.35 8.5 x—12.5 x $879.8—$1,222.4 $683.5—$1,026.1 $19.94—$29.33 $24.93—$36.66

(a) Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance.

(b) Source: LTM financials for the 12-month period ended 5/31/13 per Management on 6/25/13, with certain adjustments to LTM EBIT and EBITDA, including normalizing for 365-day period, based on Management guidance.

(c) Source: 6/26/13 Updated Management Treasury Model, with certain adjustments to EBITDA and EBIT per Management guidance. (d) Management did not provide LTM (5/31/13) or FY2014E adjusted EPS. FY2014E EPS is unadjusted for extraordinary non-recurring items.

(e) Calculated using net debt of $196.3mm, as of 5/31/13. Source: debt and cash balances for FY2014 Q1 (5/31/13) per Management guidance on 6/25/13.

(f) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

(g) 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.

29

PRIVATE AND CONFIDENTIAL

Select Precedent Transactions

(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

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.

30

PRIVATE AND CONFIDENTIAL

Select Precedent Transaction Multiples

(Amounts in Millions, Except Per Share Data)

Valuation Implied Implied Implied Multiples Enterprise Value Equity Value (a) Per Share Value (b)

Care FY2013A Revenue $1,868.7 30.0%—60.0% $560.6—$1,121.2 $364.3—$925.0 $10.68—$26.66 Care LTM Revenue (5/31/13) 1,972.9 30.0%—60.0% 591.9—1,183.8 395.6—987.5 11.63—27.98

Care FY2013A EBITDA $212.3 3.0 x—4.5 x $636.8—$955.2 $440.5—$758.9 $12.90—$22.10 Care LTM EBITDA (5/31/13) 216.9 3.0 x—4.5 x 650.7—976.0 454.4—779.7 13.30—22.69

Care FY2013A EBIT $162.9 4.5 x—6.5 x $732.9—$1,058.6 $536.6—$862.3 $15.69—$24.99 Care LTM EBIT (5/31/13) 165.9 4.5 x—6.5 x 746.5—1,078.3 550.3—882.0 16.09—25.52

Source: FY2013A per Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance. LTM financials for the 12-month period ended 5/31/13 per Management on 6/25/13, with certain adjustments to LTM EBIT and EBITDA, including normalizing for 365-day period, based on Management guidance.

(a) Calculated using net debt of $196.3mm, as of 5/31/13. Source: Balances for debt and cash for FY2014 Q1 (5/31/13) per Management on 6/25/13.

(b) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

31

PRIVATE AND CONFIDENTIAL

Future Stock Price Analysis

(Amounts in Millions, Except Per Share Data)

Fiscal Year

LTM 2014E 2015E 2016E 2017E 2018E EBITDA (a) $216.9 $221.5 $218.8 $230.9 $238.7 $245.5

% Growth 4.4% (1.2%) 5.5% 3.4% 2.8%

Net Debt (b) 196.3 139.8 98.4 77.8 (29.9) (164.8)

Adj. EBITDA Stock Price at End of Fiscal Year (c)

Multiple LTM 2014E 2015E 2016E 2017E 2018E Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples: 3.25 x $15.34 $17.60 $18.31 $19.80 $23.38 $27.54 3.50 16.97 19.28 19.95 21.50 25.11 29.29 3.75 18.61 20.96 21.58 23.20 26.84 31.05 4.00 20.25 22.64 23.22 24.90 28.58 32.80 4.25 21.88 24.32 24.85 26.60 30.31 34.56 4.50 23.52 26.00 26.49 28.30 32.04 36.31 4.75 25.15 27.68 28.12 30.00 33.77 38.07

Present Value at May 31, 2013

Present Value of Stock Price Assuming 13.5% Cost of Equity: 3.25 x $15.34 $16.01 $14.68 $13.98 $14.55 $15.09 3.50 16.97 17.53 15.99 15.18 15.62 16.06 3.75 18.61 19.06 17.30 16.38 16.70 17.02 4.00 20.25 20.59 18.61 17.58 17.78 17.98 4.25 21.88 22.12 19.92 18.78 18.86 18.94 4.50 23.52 23.65 21.23 19.98 19.93 19.91 4.75 25.15 25.18 22.54 21.18 21.01 20.87

Present Value at May 31, 2013

Total Shareholder Value Including Present Value of Stock Price and 3.25 x $15.34 $16.43 $15.60 $15.34 $16.29 $17.17 $0.15 per Share Quarterly Dividend; Assuming 13.5% Cost of Equity (d): 3.50 16.97 17.96 16.91 16.54 17.37 18.14 3.75 18.61 19.48 18.22 17.74 18.44 19.10 4.00 20.25 21.01 19.53 18.94 19.52 20.06 4.25 21.88 22.54 20.84 20.14 20.60 21.02 4.50 23.52 24.07 22.15 21.34 21.68 21.98 4.75 25.15 25.60 23.46 22.54 22.75 22.95

(a) Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance.

(b) LTM net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13 per Management on 6/25/13.

(c) Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/26/13. (d) Updated Management Treasury Model dated 6/26/13 assumes quarterly dividend of $0.15 per share for the projected period. Note: FY2014E assumes 3 quarters of dividend payments due to Q1 dividend already being paid.

32

PRIVATE AND CONFIDENTIAL

Sum of the Parts Analysis

(Amounts in Millions, Except Per Share Data)

FY2013A Multiple Range Enterprise Value Range Segment Performance (a) EBITDA Low Mid High Low Mid High NAGCD $202.1 (d) 3.25 x 4.00 x 4.75 x $656.9 $808.4 $960.0

International (b) 14.8 3.25 x 4.00 x 4.75 x 48.1 59.2 70.3 Retail Operations (Clinton) 16.3 3.25 x 4.00 x 4.75 x 52.9 65.1 77.4

AG Interactive 16.7 6.00 x 7.00 x 8.00 x 100.2 116.9 133.6 In-Store 5.4 3.25 x 4.00 x 4.75 x 17.5 21.5 25.6 Properties 2.4 8.00 x 9.00 x 10.00 x 19.3 21.8 24.2 Subtotal Pre-Unallocated Overhead (c) 257.7 3.47 x 4.24 x 5.01 x 895.0 1,093.0 1,291.1

Unallocated Overhead (45.4) 3.47 x 4.24 x 5.01 x (157.7) (192.6) (227.5)

Sum of the Parts Total Value $737.3 $900.4 $1,063.6

Implied EV / FY2013A EBITDA ($212.3mm) Multiple 3.5 x 4.2 x 5.0 x

Less LTM (5/31/13) Net Debt (e) (196.3) (196.3) (196.3) Implied Equity Value 541.0 704.1 867.3 Share Price (f) $15.82 $20.54 $25.12 Unaffected Share Price ($14.34) Premium (9.3%) (30.2%) (42.9%) 9/25/12 Initial Offer ($17.18) Premium 8.6% (16.3%) (31.6%) 1/17/13 Offer ($17.50) Premium 10.6% (14.8%) (30.3%) 3/28/13 Offer ($18.20) Premium 15.1% (11.4%) (27.6%) Potential Weiss Fam. Proposal for Disc. ($19.00) Premium 20.1% (7.5%) (24.4%)

(a) Based on Management guidance of segment performance provided on 6/24/13. (b) International includes retail elimination.

(c) Implied multiple ranges based on subtotal enterprise value range and FY2013A EBITDA pre-unallocated overhead. (d) NAGCD includes Cardstore financials.

(e) LTM as of 5/31/13 net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm per Management on 6/25/13.

(f) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable as of 5/31/13 per Management guidance.

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DCF Summary

Updated 6/26/13 Management Treasury Model

Assumptions

Five year projection period (FY2014 includes Q2 through Q4 only)

Discounted to 5/31/13 (using mid-year convention)

Preliminary Q1 FY2014 (5/31/13) net debt of $196.3mm at 5/31/13, consisting of total debt of $260.3mm less cash of $64.0mm per Management on 6/25/13

Share Price (a)

Wtd. Avg. Cost of Capital $22.95 10.50% 11.50% 12.50% 3.0 x $18.58 $17.77 $17.00 3.5 x 20.78 19.88 19.03 Terminal Multiple 4.0 x 22.95 21.98 21.04

Illustrative Sensitivity to DCF (a) (b)

4-Year

Incremental Cumulative Incremental Annual Revenue Growth in FY15—FY18

EBIT Implied (5.00%) (2.50%) (1.25%) — 1.25% 2.50% 5.00%

Margin in (c) Cost Out (4.84%) (2.34%) (1.09%) 0.16% 1.41% 2.66% 5.16% Illustrative implied Revenue

(1.0%) ($80.9) $14.96 $16.21 $16.87 $17.56 $18.27 $19.01 $20.55 CAGR FY2014-FY2018 (0.5%) (40.4) 15.95 17.29 18.00 18.72 19.48 20.26 21.89

— — 16.94 18.36 19.11 19.88 20.68 21.50 23.23 0.5% 40.4 17.94 19.43 20.22 21.04 21.88 22.74 24.54 1.0% 80.9 18.92 20.50 21.33 22.18 23.06 23.96 25.82

(a) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance. (b) Assumes 11.50% discount rate and 3.5x terminal multiple.

(c) Versus baseline Adjusted EBIT margin for FY2015-FY2018.

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Discounted Cash Flow Analysis

(Amounts in Millions, Except Per Share Data) 05/31/13 10/14/13 08/31/14 08/31/15 08/30/16 08/30/17

Projected Fiscal Year

9mth. Stub

2014E 2015E 2016E 2017P 2018P Total Revenue $1,520.2 $2,014.5 $2,019.6 $2,024.9 $2,030.5

% Growth (0.1%) 0.3% 0.3% 0.3%

EBITDA 149.0 218.8 230.9 238.7 245.5

% of Total Revenue 9.8% 10.9% 11.4% 11.8% 12.1%

EBIT 106.1 158.7 165.1 173.0 180.7

% of Total Revenue 7.0% 7.9% 8.2% 8.5% 8.9%

Taxes @ 37.0% (39.2) (58.7) (61.1) (64.0) (66.8) Tax-Adjusted EBIT 66.8 100.0 104.0 109.0 113.8 Depreciation & Amortization 42.9 60.1 65.8 65.7 64.8 Capital Expenditures (60.9) (114.2) (149.8) (62.8) (46.0) Change in Net Working Capital 13.9 26.6 31.6 27.1 32.5 Free Cash Flow — $62.7 $72.5 $51.6 $139.0 $165.1

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 $374.0 $365.3 $356.9 $374.0 $365.3 $356.9 $374.0 $365.3 $356.9 Present Value of Terminal Value 458.4 439.2 421.0 534.8 512.4 491.1 611.2 585.6 561.3 Total Enterprise Value $832.4 $804.5 $777.9 $908.8 $877.7 $848.1 $985.2 $950.9 $918.2 Less: Net Debt (a) (196.3) (196.3) (196.3) (196.3) (196.3) (196.3) (196.3) (196.3) (196.3) Total Equity Value 636.1 608.2 581.6 712.5 681.4 651.8 788.9 754.6 721.9

Total Equity Value Per Share (b) $18.58 $17.77 $17.00 $20.78 $19.88 $19.03 $22.95 $21.98 $21.04

Source: Updated Management Treasury Model dated 6/26/13. Note: Values discounted to 5/31/13 (using mid-year convention).

(a) Net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13 per Management on 6/25/13. Represents FY2014 Q1 (5/31/13) end cash and debt balances per Management on 6/25/13.

(b) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

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PRIVATE AND CONFIDENTIAL

Future Stock Price Analysis Based on Illustrative Levered Recap

Assumes a $8.00 dividend is paid on 5/31/13(a), using incremental borrowing of $265 million, resulting in 2.4x Debt / LTM EBITDA

At 2.7x total debt / LTM 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

LTM 2014E 2015E 2016E 2017E 2018E EBITDA (c) $216.9 $221.5 $218.8 $230.9 $238.7 $245.5

% Growth 4.4% (1.2%) 5.5% 3.4% 2.8%

Net Debt 460.3 475.5 423.6 391.1 268.4 116.0 Total Debt / EBITDA 2.4 x 2.4 x 2.2 x 2.0 x 1.4 x 1.1 x

Adj. EBITDA Stock Price at End of Fiscal Year

Multiple LTM 2014E 2015E 2016E 2017E 2018E Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples: 3.25 x $7.38 $7.42 $8.59 $10.58 $14.72 $19.51 3.50 9.01 9.10 10.23 12.28 16.46 21.26 3.75 10.65 10.78 11.86 13.98 18.19 23.02 4.00 12.28 12.46 13.50 15.68 19.92 24.77 4.25 13.92 14.14 15.13 17.38 21.65 26.53 4.50 15.55 15.81 16.77 19.08 23.38 28.28 4.75 17.19 17.49 18.40 20.77 25.11 30.04

Present Value at May 31, 2013

Present Value of Stock Price Assuming 13.5% Cost of Equity: 3.25 x $7.38 $6.75 $6.89 $7.47 $9.16 $10.69 3.50 9.01 8.27 8.20 8.67 10.24 11.65 3.75 10.65 9.80 9.51 9.87 11.31 12.62 4.00 12.28 11.33 10.82 11.07 12.39 13.58 4.25 13.92 12.86 12.13 12.27 13.47 14.54 4.50 15.55 14.39 13.44 13.47 14.55 15.50 4.75 17.19 15.91 14.75 14.67 15.62 16.47

Present Value at May 31, 2013

Total Shareholder Value Including Present Value of Stock Price and 3.25 x $15.34 $14.71 $14.85 $15.43 $17.12 $18.65 $8.00 Dividend, Assuming 13.5% Cost of Equity: 3.50 16.97 16.24 16.16 16.63 18.20 19.62 Assuming 100.0% Cost of Equity: 3.75 18.61 17.76 17.47 17.83 19.28 20.58 4.00 20.25 19.29 18.78 19.03 20.35 21.54 4.25 21.88 20.82 20.09 20.23 21.43 22.50 4.50 23.52 22.35 21.40 21.43 22.51 23.47 4.75 25.15 23.88 22.71 22.63 23.59 24.43

Source: Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/23/13. (a) Assumes $265mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.4x Total Debt / LTM EBITDA).

(b) Does not factor in potential consent fees or changes to interest rate.

(c) Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance.

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Pro Forma Effect of Special Dividend

(Amounts in Millions, Except Per Share Data)

Special

Dividend Total $ Pro Forma EV / Adj. LTM EBITDA Multiple (a)

Per Share Distributed Debt / EBITDA 3.25 x 3.50 x 3.75 x 4.00 x 4.25 x 4.50 x 4.75 x $15.34 $16.97 $18.61 $20.25 $21.88 $23.52 $25.15 Proforma 5/31/13 Stock Price Plus Dividend $2.00 $66.3 1.5 x $442.3 $496.5 $550.8 $605.0 $659.2 $713.4 $767.7 Mkt Cap Post Dividend $13.34 $14.97 $16.61 $18.25 $19.88 $21.52 $23.15 Stock Price Post Dividend $4.00 132.6 1.8 x $376.0 $430.2 $484.4 $538.7 $592.9 $647.1 $701.3 $11.34 $12.97 $14.61 $16.25 $17.88 $19.52 $21.15 $6.00 199.0 2.1 x $309.7 $363.9 $418.1 $472.4 $526.6 $580.8 $635.0 $9.34 $10.97 $12.61 $14.25 $15.88 $17.52 $19.15 $8.00 265.3 2.4 x $243.4 $297.6 $351.8 $406.0 $460.3 $514.5 $568.7 $7.34 $8.97 $10.61 $12.25 $13.88 $15.52 $17.15 $10.00 331.6 2.7 x $177.0 $231.3 $285.5 $339.7 $393.9 $448.2 $502.4 $5.34 $6.97 $8.61 $10.25 $11.88 $13.52 $15.15

Source: Share count based on diluted shares outstanding as of 5/31/13 per Management guidance.

Note: Market capitalization calculated using the enterprise value based on LTM EBITDA of $216.9mm multiplied by the adjusted LTM EBITDA multiple, less net debt of $196.3mm as of 5/31/13, per Management on 6/25/13, less cash used to issue dividends.

(a) Source: LTM EBITDA as of 5/31/13 from Management, with certain adjustments, including normalizing for 365-day period, based on Management guidance.

37

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Appendix A. Supplemental Information

38

PRIVATE AND CONFIDENTIAL

Premium Paid Analysis

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% Mar-13 Hot Topic, Inc. Sycamore Partners Management LLC 570.6 526.8 30% 30% 25% 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% Jan-13 Lite-On IT Corp. Lite-On Technology Corp. 591.6 547.0 24% 26% 31% Jun-13 Mercator Ljubljana dd Agrokor dd 320.1 554.7 28% 36% 4% 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% Jan-13 Zipcar, Inc. Avis Budget Group, Inc. 500.6 580.0 49% 43% 76% Sep-10 Internet Brands, Inc. Hellman & Friedman LLC 617.9 580.6 47% 38% 29% Apr-13 Power-One, Inc. ABB Ltd. 775.4 581.2 57% 55% 48% Jan-13 S&B Industrial Minerals SA S&B Industrial Minerals SA /Private Group/ 156.1 588.2 3% 0% 2% Jan-13 Zipcar, Inc. Avis Budget Group, Inc. 490.8 590.0 49% 43% 76% Mar-13 Simcere Pharmaceutical Group Simcere Pharmaceutical Group /Private Group/ 328.8 590.4 20% 21% 27% Jan-13 PCD Stores (Group) Ltd. Beijing Wangfujing Dongan Group Co. Ltd. 394.1 593.3 6% 16% 32% 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%

Source: Alacra.

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

39

PRIVATE AND CONFIDENTIAL

Premium Paid Analysis

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

May-12 Interline Brands, Inc. Interline Brands, Inc. /Private Group/ $749.9 $734.1 42% 41% 23% May-13 True Religion Apparel, Inc. Soros Fund Management LLC 821.3 744.4 9% 14% 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% Jan-13 MAP Pharmaceuticals, Inc. Allergan, Inc. 889.2 775.0 60% 57% 62% 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% 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% May-13 Club MTditerranTe SA Club MTditerranTe SA /Private Group 2/ 587.3 873.3 28% 33% 40% Nov-10 Art Technology Group, Inc. Oracle Corp. 948.7 889.8 46% 37% 54% May-13 Websense, Inc. Vista Equity Partners LLC 907.0 894.3 29% 35% 65% Feb-13 WSP Holdings Ltd. HD Supply Holdings, Inc. 65.4 899.5 100% 100% 89% Feb-13 Dyckerhoff AG Buzzi Unicem SpA 25.0 905.4 18% 19% 22% 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% May-13 rue21, Inc. Apax Partners LLP 698.5 954.3 23% 25% 36% Apr-10 Palm, Inc. Hewlett-Packard Co. 961.9 976.6 23% 17% 6% Apr-13 Megane Top Co., Ltd. Tomizawa KK (Shizuoka) 474.3 996.7 7% 6% 31% Jun-13 Copeinca ASA Pacific Andes International Holdings Ltd. 652.9 998.7 18% 14% 16%

Mean 28% 29% 36% Median 25% 28% 33%

Source: Alacra.

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

40

PRIVATE AND CONFIDENTIAL

WACC

Comparable Companies Assumptions

Current Net Debt/ Risk Free Rate of Return (e) 2.55% 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. 1.051 — 1.051 Blyth, Inc. 1.532 — 1.532 Shutterfly, Inc. 1.100 — 1.100

1-800-Flowers.com Inc. 1.507 0.3% 1.504 CafePress Inc. 1.391 — 1.391 Iconix Brand Group, Inc. 1.411 56.0% 1.034 Cherokee Inc. 1.138 13.7% 1.045 Meredith Corporation 1.266 15.8% 1.148 Barnes & Noble, Inc. 0.949 — 0.949 hhgregg, Inc. 1.045 — 1.045 Best Buy Co., Inc. 1.165 8.4% 1.105 GameStop Corp. 0.994 — 0.994

Mean (Excluding Care (a)) 1.212 7.8% 1.158 Median (Excluding Care (a)) 1.152 0.0% 1.076

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 13.7% 7.38% 4.79% 10.9% Median Beta of Comps and Company D/E 0.0% 0.0% 1.051 1.051 12.3% 7.37% 4.79% 12.3% Median Beta of Comps and D/E of Comps 0.0% 0.0% 1.076 1.076 12.5% 7.28% 4.73% 12.5%

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% 1.076 1.076 12.5% 0% 12.5% 12.5% 12.5% 12.5% 12.5% 12.5% 12.5% 10% 11.1% 1.076 1.153 13.0% 10% 12.1% 12.1% 12.2% 12.3% 12.3% 12.4% 12.5% 20% 25.0% 1.076 1.250 13.6% Capital 20% 11.7% 11.8% 11.9% 12.1% 12.2% 12.3% 12.5% 30% 42.9% 1.076 1.375 14.5% / 30% 11.3% 11.5% 11.7% 11.9% 12.1% 12.3% 12.5% 40% 66.7% 1.076 1.542 15.6% Debt 40% 10.9% 11.2% 11.4% 11.7% 11.9% 12.2% 12.5% 50% 100.0% 1.076 1.775 17.1% 50% 10.5% 10.8% 11.2% 11.5% 11.8% 12.1% 12.5% 60% 150.0% 1.076 2.124 19.5% Net 60% 10.1% 10.5% 10.9% 11.3% 11.7% 12.1% 12.5% 70% 233.3% 1.076 2.707 23.4% 70% 9.7% 10.2% 10.7% 11.1% 11.6% 12.0% 12.5%

(a) Care’s financials and market data as of 9/25/12 (unaffected date). (g) Size premium of 2.70% for companies with market capitalizations between $254.6mm and $514.2mm. (b) Source: Bloomberg 5-year adjusted weekly beta as reported on 6/26/13. (h) Marginal U.S. Corporate Tax Rate.

(c) Assumes book value of debt approximates market value. (i) WACC = (Net Debt/Capital) * After-Tax Cost of Debt + (Equity/Capital) * Cost of Equity. (d) Unlevered Beta = Levered Beta / {1+(Net Debt/Market Equity)*(1-Tax Rate)}. (j) Relevered Beta = Unlevered Beta * {1+(Net Debt/Equity)*(1-Tax Rate)}.

(e) 10-year Treasury Note yield as of 6/26/13. (k) Cost of Equity = Risk Free Rate + (Relevered Beta * Market Risk Premium) + Size Premium. (f) Source: Ibbotson 2013 Yearbook. (l) Median Unlevered Beta of Comps.

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PRIVATE AND CONFIDENTIAL

Select Public Company Analysis

(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 Enterprise LTM LTM CY2013 LTM CY2013 Selected Companies 6/27/13 High Low Value Value (f) Revenue Revenue EBIT EBITDA Revenue (g) EBIT (g) EBITDA (g) EPS EPS (g) Care—Unaffected (a) $14.34 (26.5) % 14.7 % $500.6 $719.0 $1,708.2 42.1 % 4.9 x 3.7 x 37.2 % 4.8 x 3.4 x NA 5.6 x Care—3/28/13 Final Offer (b) 16.10 (7.4) 27.2 549.9 750.2 1,750.0 42.9 5.7 4.2 38.8 5.0 3.6 NA 6.2 Care—Current (c) 18.19 (1.6) 43.7 621.3 821.6 1,868.7 44.0 5.0 3.9 42.5 4.9 3.7 NA 7.8

CSS Industries Inc. 24.57 (20.7) 36.0 235.1 148.0 364.2 40.6 5.0 4.0 NA NA NA 11.5 x NA Blyth, Inc. 13.78 (69.8) 3.3 220.6 320.1 1,142.4 28.0 3.9 3.4 NA NA NA 6.1 NA

Social Expression Median (d) (45.2) % 19.7 % 34.3 % 4.4 x 3.7 x NA % NA x NA x 8.8 x NA Social Expression Mean (d) (45.2) 19.7 34.3 4.4 3.7 NA NA NA 8.8 NA

Quad/Graphics, Inc. 24.15 (1.7) % 84.5 % 1,167.9 2,648.6 4,233.9 62.6 % 12.6 x 48. x 53.6 % 11.1 x 45. x 19.6 x 12.1 x R.R. Donnelley & Sons Company 14.07 — 64.0 2,558.7 5,802.9 10,235.5 56.7 7.9 4.8 56.8 8.4 5.1 8.0 8.7 Scholastic Corporation 28.86 (16.0) 11.8 920.5 878.6 1,968.8 44.6 7.0 4.4 47.6 6.8 5.4 12.3 15.1

Print Media Median (d) (1.7) % 64.0 % 56.7 % 7.9 x 4.8 x 53.6 % 8.4 x 5.1 x 12.3 x 12.1 x Print Media Mean (d) (5.9) 53.4 54.6 9.1 4.7 52.7 8.8 5.0 13.3 12.0

Solocal Group SA 2.04 (45.5) % 22.4 % 566.3 2,719.6 1,385.5 196.3 % 5.2 x 4.7 x 203.1 % 5.5 x 5.0 x 2.9 x 3.0 x Eniro AB 2.75 (5.9) 152.2 278.6 701.0 583.1 120.2 7.4 4.6 125.5 5.9 4.9 4.8 3.9 Yellow Media Limited 10.40 (10.2) 89.6 349.3 957.4 1,022.4 93.6 2.2 2.0 107.4 3.0 2.6 0.7 NA

Directories Median (d) (10.2) % 89.6 % 120.2 % 5.2 x 4.6 x 125.5 % 5.5 x 4.9 x 2.9 x 3.4 x Directories Mean (d) (20.5) 88.1 136.7 4.9 3.8 145.3 4.8 4.2 2.8 3.4

Shutterfly, Inc. 56.03 — % 120.7 % 2,206.0 2,041.5 666.0 306.5 % 49.3 x 15.0 x 264.9 % NM x 14.1 x NM x NM 1-800-Flowers.com Inc. 5.77 (11.9) 99.7 370.8 371.8 746.1 49.8 14.3 7.5 47.7 12.8 7.7 19.1 24.0 x CafePress Inc. 6.25 (58.0) 27.3 107.0 67.3 230.4 29.2 NM 4.6 26.3 14.0 4.9 NM 34.7

Selected E-Commerce Median (d) (11.9) % 99.7 % 49.8 % 31.8 x 7.5 x 47.7 % 13.4 x 7.7 x 19.1 x 29.4 x Selected E-Commerce Mean (d) (23.3) 82.5 128.5 31.8 9.0 113.0 13.4 8.9 19.1 29.4

Iconix Brand Group, Inc. 29.28 (4.1) % 78.5 % 1,703.2 2,742.7 370.4 740.4 % 12.2 x 11.8 x 634.9 % 10.6 x 10.0 x 16.2 x 13.6 x Meredith Corporation 47.07 — 58.6 2,146.6 2,477.1 1,458.9 169.8 11.3 9.3 170.3 12.4 10.1 16.7 18.1 Cherokee Inc. 12.87 (15.1) 21. 108.1 122.9 27.1 453.5 10.8 93. NA NA NA 15.4 13.1

Licensing Median (d) (4.1) % 58.6 % 453.5 % 11.3 x 9.3 x 402.6 % 11.5 x 10.0 x 16.2 x 13.6 x Licensing Mean (d) (6.4) 46.4 454.6 11.4 10.1 402.6 11.5 10.0 16.1 15.0

GameStop Corp. 40.38 (1.4) 156.7 4,854.4 4,608.7 8,749.8 52.7 7.5 5.9 50.2 7.0 5.6 32.0 10.9 hhgregg, Inc. 14.99 (14.5) 152.4 500.1 451.6 2,474.8 18.2 10.2 x 5.3 17.8 9.8 x 5.2 20.1 x 17.8 x Best Buy Co., Inc. 27.28 (2.8) 141.6 9,271.0 10,681.0 48,628.0 22.0 8.3 4.9 25.0 8.5 5.0 12.6 12.5 Barnes & Noble ex. Nook (e) 16.46 (29.4) % 45.7 % 972.5 1,464.2 6,062.8 24.2 % 5.7 3.0 x 24.8 % 6.0 3.1 x 3.2 NM

Selected Low-Growth Retail Median (d) (8.6) % 147.0 % 23.1 % 7.9 x 5.1 x 24.9 % 7.7 x 5.1 x 16.4 x 12.5 x Selected Low-Growth Retail Mean (d) (12.0) 124.1 29.3 7.9 4.8 29.4 7.8 4.7 17.0 13.8

Note: All operating data has been adjusted to exclude unusual and extraordinary items. LTM and Calendar Year 2013 (CY13) 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 2/28/14) are treated as CY13 (calendar year ending December 31, 2013).

(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. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Diluted share count as of 7/2/12. (b) Care – Prior to 4/1/13 assumes Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for as of 2/28/13. LTM EBITDA of $178.4mm as of 11/23/12 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, 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) Care – Current assumes Care’s share price of $18.19 as of 6/26/13 and net debt of $196.9mm for as of 5/31/13 per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, 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 as of 5/31/13 per Management guidance.

(d) Excludes Care.

(e) Barnes & Noble represents retail and college bookstore segments only; loses associated with Nook excluded from EBITDA.

(f) 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. (g) Source of projected EPS, EBIT, EBITDA and Revenue: ThomsonReuter’s median estimate of Wall Street analysts as of 6/26/13. Care – Unaffected EPS based on EPS based on research estimates as of 6/29/12.

42

EX-99.(C)(11)

Exhibit (c)(11)

PRIVATE AND CONFIDENTIAL JULY 2, 2013

Project Care

Update to 6/27/13 Presentation

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.

1

PRIVATE AND CONFIDENTIAL

Table of Contents

Section

I Summary Transaction Overview 3 II Summary Stock Price Performance 6 III Summary Valuation Analysis 10

Appendix

A Supplemental Information 20

2

PRIVATE AND CONFIDENTIAL

Summary Transaction Overview

3

PRIVATE AND CONFIDENTIAL

Summary Transaction Overview

??The Weiss Family has proposed to acquire the remaining shares of Care that it does not own for $19.00 per share (the “7/1/13 Offer”); the Weiss Family’s initial offer price was $17.18 (the “Initial Offer”) on 9/25/12; the offer price was revised to $17.50 per share (the “1/17/13 Offer”) on 1/17/13 and further revised to $18.20 per share on 3/28/13 (the “Merger Consideration Under Original Merger Agreement” or the “3/28/13 Offer”). On March 29, 2013 the Weiss Family entered into a merger agreement with Care to acquire the remaining shares of Care at $18.20 per share

??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) 3/28/13 Offer 3/28/13 Offer 7/1/13 Offer

Cash Purchase Cash Purchase Cash Purchase Committee

Price Per Share Price Per Share Price Per Share Indication

$18.20 $18.20 $19.00 $19.50

Premium / Discount to: Price Date

Stock Price Prior to 3/28/13 Offer: $16.10 (03/28/13) 13.0% 13.0% 18.0% 21.1%

Unaffected Share Price Prior to Initial Offer (a) : 14.34 (09/25/12) 26.9% 26.9% 32.5% 36.0%

30 Calendar Days Prior to Initial Offer: 14.25 (08/27/12) 27.7% 27.7% 33.3% 36.8%

52-Week Low Prior to Initial Offer: 12.50 (01/04/12) 45.6% 45.6% 52.0% 56.0%

52-Week High Prior to Initial Offer: 19.50 (09/27/11) (6.7%) (6.7%) (2.6%) —

Diluted Share Count (b) 34.2 34.2 34.3 34.3

Implied Equity Value $622.1 $623.0 $650.8 $668.1

Plus: Debt (c) 286.4 260.3 260.3 260.3

Less: Cash (c) As of 3/28/13 (86.1) As of 5/31/13 (64.0) (64.0) (64.0)

Equals: Net Debt 200.3 196.3 196.3 196.3

Implied Enterprise Value $822.4 $819.3 $847.0 $864.4

As of As of % ? from

Implied Enterprise Value as a Multiple of: 3/28/13 6/26/13 3/28/13

Adjusted EBITDA FY13A (d) $201.0 4.1 x $212.3 5.6% 3.9 x 4.0 x 4.1 x

LTM (5/31/13) (e) NA NA 216.9 NA 3.8 3.9 4.0

FY14E (f) 208.5 3.9 221.5 6.3% 3.7 3.8 3.9

??Potential Weiss Family Proposal for Discussion represents 4% increase per share, 5% increase in equity value and 3% increase in enterprise value

(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 as of 5/31/13 per Management guidance.

(c) Source: Debt and cash balances as of 3/28/13 from Company’s Form 10-K for the period ended 2/28/13 and balances as of 5/31/13 are for FY2014 Q1 (5/31/13), per Management on 6/25/13.

(d) Source: FY2013 EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. FY2013 EBITDA as of 6/26/13 is from Company’s Form 10-K for the period ended 2/28/13 with certain adjustments based on Management guidance.

(e) Source: LTM EBITDA as of 6/26/13 is for period ended FY2014 Q1 (5/31/13) per Management on 6/25/13 with certain adjustments based on Management guidance, including normalizing to represent 365-day period. (f) Source: FY2014E EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12. FY2014E EBITDA as of 6/26/13 is per Updated Management Treasury Model dated 6/26/13, with certain adjustments based on Management guidance.

4

PRIVATE AND CONFIDENTIAL

Summary of Selected Transaction Terms

Form of Transaction Structure & Consideration

Weiss Family Rollover

Guaranty and Voting Agreement

Merger Agreement

Financing Sources (a)

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 Cash Purchase Price Per Share of $19.00

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

Certain members of the Weiss Family will enter into an amended guaranty and voting agreement in favor of Care Sullivan & Cromwell will discuss the changes to the proposed amended guaranty and voting agreement

Sullivan & Cromwell will discuss the material changes to the proposed amended Merger Agreement

$225mm rollover of existing Senior Notes

Plus committed financing and available credit facilities

• $250mm New Revolving Credit Facility ($75mm drawn at close)

• $350mm Term Loan B

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

• $44mm Weiss Family Rollover Equity

(a) Source: Management. Updated sources of funds provided 7/2/13.

5

PRIVATE AND CONFIDENTIAL

Summary Stock Price Performance

6

PRIVATE AND CONFIDENTIAL

Summary Stock Price Performance

Five years prior to Initial Offer of $17.18

Closing Stock Price Performance

Period Prior to

Initial Offer Median Mean

1-Year $14.93 $15.06

2-Year 18.40 18.49

$30.00 3-Year 20.25 19.39

4-Year 18.02 16.88

5-Year 18.49 17.38

7/1/13

Initial 1/17/13 3/28/13 Offer

$25.00 Offer Offer Offer $19.00

$17.18 $17.50 $18.20

3-Year Average 2-Year Average

$20.00 $19.39 $18.49

Price $19.00 5-Year Average

$17.38 7/1/13

$18.10

Stock $15.00 4-Year Average

$16.88 1-Year Average

$15.06

Closing $10.00

$5.00

$0.00

Sep-07 Apr-08 Oct-08 Apr-09 Oct-09 May-10 Nov-10 May-11 Nov-11 May-12 Dec-12 Jun-13

Source: Capital IQ as of 7/1/13.

7

PRIVATE AND CONFIDENTIAL

Summary Stock Price Performance

Two years prior to Initial Offer of $17.18

Closing Stock Price History

$18.20 Offer as $19.00 Offer as

Price Premium / (Discount) Premium / (Discount)

Unaffected Share Price Prior to Initial Offer (a) $14.34 26.9% 32.5%

30 Calendar Days Prior to Initial Offer 14.25 27.7% 33.3%

52-Week Low Prior to Initial Offer 12.50 45.6% 52.0%

$30.00 52-Week High Prior to Initial Offer 19.50 (6.7%) (2.6%)

Initial 1/17/13 3/28/13 7/1/13

Offer Offer Offer Offer

$17.18 $17.50 $18.20 $19.00

$25.00

e

Pric

Stock $20.00

g $19.00

2-Year Average

$18.49

1-Year Average 7/1/13

Closin $15.06 $18.10

6-Month Average

$15.00 $14.43

3-Month Average

$14.15

$10.00

Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13

Source: Capital IQ as of 7/1/13.

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

8

PRIVATE AND CONFIDENTIAL

Summary of Trading Ranges

Shares traded at various prices

97% of shares that traded over the one-year period prior to the 9/25/12 Initial Offer traded below the $17.50 1/17/13 Offer

(Period ending September 25, 2012, except for “Since 9/25 Initial Offer” chart)

2-Year 1-Year 180-Days

Avg. Daily Trading Vol. (000s) 409.3 Avg. Daily Trading Vol. (000s) 535.8 Avg. Daily Trading Vol. (000s) 475.3

Average Price: $18.49 Average Price: $15.06 Average Price: $14.43

80 36% 40 25

mm) 70 mm) 35 25% mm) 35%

60 30 21% 20 29%

19% 17%

(Shares 50 (Shares 25 15% (Shares 15 23%

40 16% 20

e 14% e e

30 12% 11% 15 10 13%

10%

Volum 20 Volum 10 Volum

3% 5

Total 10 Total 5 Total 0% 0%

0 0 0

Below $13.50— $14.50— $15.50— $16.50— $17.50 and Below $13.50— $14.50— $15.50— $16.50—$17.50 and Below $13.50—$14.50— $15.50— $16.50—$17.50 and

$13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above

90-Days 30-Days Since 9/25 Initial Offer (190 Days)

Avg. Daily Trading Vol. (000s) 440.0

Average Price: $17.26

Avg. Daily Trading Vol. (000s) 361.5 Avg. Daily Trading Vol. (000s) 328.0 Total # of Shares Traded (mm) 83.6

Average Price: $14.15 Average Price: $15.08 % of Total Shares 246.6%

% of Public Float 274.9%

9 4 30 32%

) 34% 35% ) )

mm 7 8 mm 41% mm 25 27%

3

6 20

22% 30% 18%

(Shares 5 (Shares 28% (Shares

2 15 14%

4

3 9% 10 8%

Volume 2 Volume 1 Volume

5

Total 1 0% 0% Total 0% 0% 0% Total 0% 0%

0 0 0

Below $13.50— $14.50— $15.50— $16.50—$17.50 and Below $13.50— $14.50— $15.50— $16.50—$17.50 and Below $17.00- $17.50- $17.75- $18.00- $18.20- $18.35

$13.50 $14.49 $15.49 $16.49 $17.49 Above $13.50 $14.49 $15.49 $16.49 $17.49 Above 17.00 $17.49 $17.74 $17.99 $18.19 $18.34 and

Above

Source: Capital IQ as of 7/1/13.

9

PRIVATE AND CONFIDENTIAL

Summary Valuation Analysis

10

PRIVATE AND CONFIDENTIAL

Summary Valuation Analysis

1/17/13 3/28/13

Offer Offer 7/1/13

Unaffected Share 9/25/12 Offer Committee

9/25/12 Initial Offer Indication

52-Week Trading Range Prior

to 9/25/13 Offer $12.50 $19.50

Comparable Companies $15.25 $25.00

25% Premium to Comparable

Companies $19.06 $31.25

Precedent Transactions $13.00 $22.50

Present Value of Future Share

Price (a) $16.00 $23.25

Sum of the Parts $16.75 $25.50

DCF $17.00 $23.00

$10.00 $12.50 $15.00 $17.50 $19.00 $20.00 $22.50 $25.00 $27.50 $30.00 $32.50

$14.34 $17.18 $18.20 $19.50

(a) Includes present value of future quarterly dividend payments of $0.15 per share.

11

PRIVATE AND CONFIDENTIAL

Care Historical EV / LTM EBITDA

From 2 years prior to offer Calendar Days

Prior to Initial Offer Mean Median

30 Days 3.2 x 3.2 x

60 Days 3.1 x 3.1 x Net Debt decreased

90 Days 3.1 x 3.1 x $93.2mm from Q3 to

6 Months 3.0 x 3.0 x LTM EBITDA Q4

6.0 x 12 Months 3.1 x 3.1 x decreased 7% from

18 Months 3.4 x 3.3 x Q2 to Q3

24 Months 3.5 x 3.5 x

5.0 x

7/1/13

1-Year Average

3.9x Multiple Per

4.0 x CapIQ: 4.5x(a)

2-Year Average Actual

3.5x Multiple: 3.9x(b)

3.0 x 3 and 12-Month

Average

3.1x 6-Month Average

3.0x

2.0 x

Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13

Initial 1/17/13 3/28/13

Offer Offer Offer

9/25/12

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 7/1/13.

(a) CapIQ calculates LTM EV/EBITDA multiple using EBITDA of $150.1mm for period ended 2/28/13 compared to adjusted EBITDA of $212.3mm for same period with adjustments per Management guidance. (b) Current multiple assumes LTM EBITDA of $212.3mm and net debt of $200.3mm for the period ended 2/28/13 based on Company’s Form 10-K dated 5/9/13, with certain adjustments to EBITDA 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 as of 5/31/13 per Management guidance.

12

PRIVATE AND CONFIDENTIAL

Valuation Matrix

(Amounts in Millions, except per share data)

%Premium to LTM (5/31/13) Net Debt of $196.3M (g)

Unaffected Prior to 30 Days

Stock Price 3/28/13 Prior to EV / Adj. EBITDA

Share on 9/25/12 Offer 9/25/12 Market Enterprise FY2013A LTM 5/31/13 FY2014E

Price $14.34 $16.10 $14.25 Cap (h) Value $212 (i) $217 (j) $222 (k)

$13.00 (9.3%) (19.3%) (8.8%) $444 $640 3.0 x 3.0 x 2.9 x

14.34 (a) — (10.9%) 0.6% 490 686 3.2 x 3.2 x 3.1 x

15.00 4.6% (6.8%) 5.3% 513 709 3.3 x 3.3 x 3.2 x

16.00 11.6% (0.6%) 12.3% 547 744 3.5 x 3.4 x 3.4 x

16.10 (b) 12.3% — 13.0% 551 747 3.5 x 3.4 x 3.4 x

17.18 (c) 19.8% 6.7% 20.6% 588 784 3.7 x 3.6 x 3.5 x

17.50 (d) 22.0% 8.7% 22.8% 599 795 3.7 x 3.7 x 3.6 x

17.75 23.8% 10.2% 24.6% 607 804 3.8 x 3.7 x 3.6 x

18.00 25.5% 11.8% 26.3% 616 812 3.8 x 3.7 x 3.7 x

18.20 (e) 26.9% 13.0% 27.7% 623 819 3.9 x 3.8 x 3.7 x

18.25 27.3% 13.4% 28.1% 625 821 3.9 x 3.8 x 3.7 x

18.50 29.0% 14.9% 29.8% 633 830 3.9 x 3.8 x 3.7 x

18.75 30.8% 16.5% 31.6% 642 838 3.9 x 3.9 x 3.8 x

19.00 (f) 32.5% 18.0% 33.3% 651 847 4.0 x 3.9 x 3.8 x

19.25 34.2% 19.6% 35.1% 659 856 4.0 x 3.9 x 3.9 x

19.50 36.0% 21.1% 36.8% 668 864 4.1 x 4.0 x 3.9 x

19.75 37.7% 22.7% 38.6% 677 873 4.1 x 4.0 x 3.9 x

20.00 39.5% 24.2% 40.4% 685 882 4.2 x 4.1 x 4.0 x

(a) Unaffected closing stock price on 9/25/12.

(b) Closing stock price on 3/28/13. (h) Assumes diluted share count including restricted stock units and performance shares and

(c) Initial Offer on 9/25/12. treasury stock method for options exercisable as of 5/31/13 per Management guidance.

(d) 1/17/13 Offer. (i) Source: Based on Company’s Form 10-K dated 5/9/13 for period ended 2/28/13, with

(e) 3/28/13 Offer. certain adjustments based on Management guidance.

(f) 7/1/13 Offer. (j) LTM (FY2014 Q1) EBITDA for the 12-month period ended 5/31/13 per Management, with certain

(g) Net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13. adjustments based on Management guidance, including normalizing for 365-day period.

Represents FY2014 Q1 cash and debt balances per Management on 6/25/13. (k) Source: Based on Updated Management Treasury Model dated 6/26/13.

13

PRIVATE AND CONFIDENTIAL

Select Public Company Analysis

Enterprise Value / EBITDA EV / LTM EBITDA EV / CY13 EBITDA

Core Business Comps Other Related Business Segments

Social Expression Print Media Directories

10.0 x

LTM Median: 4.0x LTM Median: 4.8x LTM Median: 4.6x

8.0 x CY13 Median: NA CY13 Median: 5.1x CY13 Median: 4.9x

Care

6.0 x 4.9 x 5.1 x 4.8 x 5.4 x 5.0 x 4.9 x

4.2 x 4.5 x 4.5 x 4.4 x 4.7 x 4.6 x

4.0 x 37. x 3.4 x 3.6 x 3.9 x 3.7 x 3.6 x

2.6 x

2.0 x

2.0 x

NA NA

—

Unaffected 3/28/13 Final Current CSS Industries Blyth R.R. Donnelley Quad/Graphics Scholastic Solocal Group Eniro AB Yellow Media

Multiple (a) Offer (b) Multiple (c) & Sons

Other Related Business Segments

Selected E-Commerce (d) Licensing Selected Low-Growth Retail

20.0 x LTM Median: 8.1x LTM Median: 9.4x LTM Median: 5.5x

CY13 Median: 8.2x CY13 Median: 10.1x CY13 Median: 5.5x

15.3 x

16.0 x 14.4 x

11.9 x

12.0 x 10.1 x 10.1 x

Care 8.2 x 9.4 x 9.4 x

8.1 x

8.0 x 5.2 x 5.6 x 6.2 x 5.8 x 5.7 x 5.6 x 5.3 x 5.4 x

4.0 x 3.7 x 3.4 x 4.2 x3.6 x 3.9 x 3.7 x 3.1 x 3.2 x

NA

—

Unaffected 3/28/13 Final Current Shutterfly 1-800 CafePress Iconix Meredith Cherokee GameStop hhgregg Best Buy Barnes

Multiple (a) Offer (b) Multiple (c) Flowers.com & Noble (e)

Source: Companies’ stock price and public filings as of 7/1/13. Projected CY13 EBITDA per ThomsonReuter’s median estimate of Wall Street analysts as of 7/1/13.

(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. FY2014E EBITDA of $208.5mm 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) 3/28/13 Final offer, multiple calculated using Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for FY2013 (2/28/13). 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. FY2014E EBITDA of $208.5mm based on Updated Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. 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) Current Multiple calculated using Care’s share price of $18.10 as of 7/1/13 and net debt of $196.9mm for FY2014 Q1 (5/31/13) per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on Form 10-K dated 5/9/13, with certain adjustments based on Management guidance. FY2014E EBITDA of $222.0mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

(d) LTM and CY13 EBITDA for Selected E-Commerce companies excludes stock-based compensation expense as guided by Wall Street research and public filings.

(e) Barnes & Noble multiple represents retail and college bookstore segments only; losses associated with Nook excluded from EBITDA as per Wall Street research estimates.

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PRIVATE AND CONFIDENTIAL

Select Public Company Multiples

(Amounts in Millions, Except Per Share Data)

Implied Per Share

Valuation Implied Implied Implied Per Value Including 25%

Multiples Enterprise Value Equity Value (e) Per Share Value (f) Control Premium (g)

Care FY2013A Revenue (a) $1,868.7 25.0% — 45.0% $467.2 — $840.9 $270.9 — $644.6 $7.96 — $18.82 $9.96 — $23.53

Care LTM (5/31/13) Revenue (b) 1,972.9 25.0% — 45.0% 493.2 — 887.8 297.0 — 691.5 8.73 — 20.34 10.92 — 25.42

Care FY2014E Revenue (c) 2,017.5 25.0% — 45.0% 504.4 — 907.9 308.1 — 711.6 9.05 — 20.75 11.31 — 25.94

Care FY2013A EBITDA (a) $212.3 3.4 x — 4.8 x $721.7 — $1,018.9 $525.4 — $822.6 $15.37 — $23.89 $19.21 — $29.86

Care LTM (5/31/13) EBITDA (b) 216.9 3.4 x — 4.8 x 737.4 — 1,041.1 541.1 — 844.8 15.82 — 24.51 19.78 — 30.64

Care FY2014E EBITDA (c) 221.5 3.4 x — 4.8 x 753.1 — 1,063.2 556.8 — 866.9 16.28 — 25.11 20.35 — 31.39

Care FY2013A EBIT (a) $162.9 4.0 x — 7.5 x $651.5 — $1,221.5 $455.2 — $1,025.2 $13.32 — $29.30 $17.32 — $36.63

Care LTM (5/31/13) EBIT (b) 165.9 4.0 x — 7.5 x 663.6 — 1,244.2 467.3 — 1,047.9 13.68 — 29.90 17.10 — 37.38

Care FY2014E EBIT (c) 165.5 4.0 x — 7.0 x 662.2 — 1,158.8 465.9 — 962.5 13.64 — 27.65 17.04 — 34.56

Care FY2013A EPS (d) NA 6.5 x — 13.0 x #VALUE! — #VALUE! #VALUE! — #VALUE! #VALUE!—#VALUE! #VALUE! — #VALUE!

Care LTM (5/31/13) EPS (d) NA 8.0 x — 12.0 x #VALUE! — #VALUE! #VALUE! — #VALUE! #VALUE! — #VALUE! #VALUE! — #VALUE!

Care FY2014E EPS (d) $2.35 9.0 x — 13.5 x $920.8 — $1,311.3 $724.5 — $1,115.0 $21.12 — $31.68 $26.40 — $39.59

(a) Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance.

(b) Source: LTM financials for the 12-month period ended 5/31/13 per Management on 6/25/13, with certain adjustments to LTM EBIT and EBITDA, including normalizing for 365-day period, based on Management guidance.

(c) Source: 6/26/13 Updated Management Treasury Model, with certain adjustments to EBITDA and EBIT per Management guidance. (d) Management did not provide LTM (5/31/13) or FY2014E adjusted EPS. FY2014E EPS is unadjusted for extraordinary non-recurring items.

(e) Calculated using net debt of $196.3mm, as of 5/31/13. Source: debt and cash balances for FY2014 Q1 (5/31/13) per Management guidance on 6/25/13.

(f) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

(g) 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.

15

PRIVATE AND CONFIDENTIAL

Future Stock Price Analysis

(Amounts in Millions, Except Per Share Data)

Fiscal Year

LTM 2014E 2015E 2016E 2017E 2018E

EBITDA (a) $216.9 $221.5 $218.8 $230.9 $238.7 $245.5

% Growth 4.4% (1.2%) 5.5% 3.4% 2.8%

Net Debt (b) 196.3 139.8 98.4 77.8 (29.9) (164.8)

Adj. EBITDA Stock Price at End of Fiscal Year (c)

Multiple LTM 2014E 2015E 2016E 2017E 2018E

Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples: 3.4 x $16.32 $18.60 $19.29 $20.82 $24.42 $28.59

3.6 17.63 19.95 20.60 22.18 25.81 29.99

3.8 18.94 21.29 21.91 23.54 27.19 31.40

4.0 20.25 22.64 23.22 24.90 28.58 32.80

4.2 21.55 23.98 24.53 26.26 29.96 34.21

4.4 22.86 25.32 25.83 27.62 31.35 35.61

4.6 24.17 26.67 27.14 28.98 32.73 37.02

4.8 25.48 28.01 28.45 30.34 34.12 38.42

Present Value at May 31, 2013

Present Value of Stock Price Assuming 13.5% Cost of Equity: 3.4 x $16.32 $16.92 $15.46 $14.70 $15.19 $15.67

3.6 17.63 18.15 16.51 15.66 16.05 16.44

3.8 18.94 19.37 17.56 16.62 16.92 17.21

4.0 20.25 20.59 18.61 17.58 17.78 17.98

4.2 21.55 21.81 19.66 18.54 18.64 18.75

4.4 22.86 23.04 20.70 19.50 19.50 19.52

4.6 24.17 24.26 21.75 20.46 20.36 20.29

4.8 25.48 25.48 22.80 21.42 21.23 21.06

Present Value at May 31, 2013

Total Shareholder Value Including Present Value of Stock Price and 3.4 x $16.32 $17.34 $16.38 $16.06 $16.94 $17.75

$0.15 per Share Quarterly Dividend; Assuming 13.5% Cost of Equity (d): 3.6 17.63 18.57 17.43 17.02 17.80 18.52

3.8 18.94 19.79 18.48 17.98 18.66 19.29

4.0 20.25 21.01 19.53 18.94 19.52 20.06

4.2 21.55 22.23 20.58 19.90 20.38 20.83

4.4 22.86 23.46 21.63 20.86 21.25 21.60

4.6 24.17 24.68 22.67 21.82 22.11 22.37

4.8 25.48 25.90 23.72 22.78 22.97 23.14

(a) Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance.

(b) LTM net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13 per Management on 6/25/13.

(c) Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/26/13. (d) Updated Management Treasury Model dated 6/26/13 assumes quarterly dividend of $0.15 per share for the projected period. Note: FY2014E assumes 3 quarters of dividend payments due to Q1 dividend already being paid.

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PRIVATE AND CONFIDENTIAL

Sum of the Parts Analysis

(Amounts in Millions, Except Per Share Data)

FY2013A Multiple Range Enterprise Value Range

Segment Performance (a) EBITDA Low Mid High Low Mid High

NAGCD $202.1 (d) 3.40 x 4.10 x 4.80 x $687.2 $828.6 $970.1

International (b) 14.8 3.40 x 4.10 x 4.80 x 50.4 60.7 71.1

Retail Operations (Clinton) 16.3 3.40 x 4.10 x 4.80 x 55.4 66.8 78.2

AG Interactive 16.7 6.00 x 7.00 x 8.00 x 100.2 116.9 133.6

In-Store 5.4 3.40 x 4.10 x 4.80 x 18.3 22.1 25.8

Properties 2.4 8.00 x 9.00 x 10.00 x 19.3 21.8 24.2

Subtotal Pre-Unallocated Overhead (c) 257.7 3.61 x 4.33 x 5.06 x 930.7 1,116.9 1,303.0

Unallocated Overhead (45.4) 3.61 x 4.33 x 5.06 x (164.0) (196.8) (229.6)

Sum of the Parts Total Value $766.7 $920.1 $1,073.4

Implied EV / FY2013A EBITDA ($212.3mm) Multiple 3.6 x 4.3 x 5.1 x

Less LTM (5/31/13) Net Debt (e) (196.3) (196.3) (196.3)

Implied Equity Value 570.4 723.8 877.1

Share Price (f) $16.67 $21.10 $25.39

Unaffected Share Price ($14.34) Premium (14.0%) (32.0%) (43.5%)

9/25/12 Initial Offer ($17.18) Premium 3.0% (18.6%) (32.3%)

1/17/13 Offer ($17.50) Premium 5.0% (17.0%) (31.1%)

3/28/13 Offer ($18.20) Premium 9.1% (13.7%) (28.3%)

7/1/13 Offer ($19.00) Premium 13.9% (9.9%) (25.2%)

(a) Based on Management guidance of segment performance provided on 6/24/13. (b) International includes retail elimination.

(c) Implied multiple ranges based on subtotal enterprise value range and FY2013A EBITDA pre-unallocated overhead. (d) NAGCD includes Cardstore financials.

(e) LTM as of 5/31/13 net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm per Management on 6/25/13.

(f) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable as of 5/31/13 per Management guidance.

17

PRIVATE AND CONFIDENTIAL

Future Stock Price Analysis Based on Illustrative Levered Recap

ƒ Assumes a $8.00 dividend is paid on 5/31/13(a), using incremental borrowing of $265 million, resulting in 2.4x Debt / LTM EBITDA

ƒ At 2.7x total debt / LTM EBITDA leverage, the Company would be able to effect a $10 per share dividend

ƒ Assumes no make-whole payment on existing 7.375% Senior Notes(b)

ƒ Assumes suspension of regular $0.15 / quarter dividend

(Amounts in Millions, Except Per Share Data)

Fiscal Year

LTM 2014E 2015E 2016E 2017E 2018E

EBITDA (c) $216.9 $221.5 $218.8 $230.9 $238.7 $245.5

% Growth 4.4% (1.2%) 5.5% 3.4% 2.8%

Net Debt 461.6 475.5 423.6 391.1 268.4 116.0

Total Debt / EBITDA 2.4 x 2.1 x 1.9 x 1.7 x 1.1 x 0.5 x

Adj. EBITDA Stock Price at End of Fiscal Year

Multiple LTM 2014E 2015E 2016E 2017E 2018E

Projected Stock Price at Illustrative EV/Adjusted EBITDA Multiples: 3.4 x $8.32 $8.42 $9.58 $11.60 $15.76 $20.56

3.6 9.63 9.77 10.88 12.96 17.15 21.96

3.8 10.94 11.11 12.19 14.32 18.53 23.37

4.0 12.24 12.46 13.50 15.68 19.92 24.77

4.2 13.55 13.80 14.81 17.04 21.30 26.18

4.4 14.86 15.14 16.12 18.40 22.69 27.58

4.6 16.17 16.49 17.42 19.76 24.07 28.98

4.8 17.48 17.83 18.73 21.11 25.46 30.39

Present Value at May 31, 2013

Present Value of Stock Price Assuming 13.5% Cost of Equity: 3.4 x $8.32 $7.66 $7.67 $8.19 $9.81 $11.27

3.6 9.63 8.88 8.72 9.15 10.67 12.04

3.8 10.94 10.11 9.77 10.11 11.53 12.81

4.0 12.24 11.33 10.82 11.07 12.39 13.58

4.2 13.55 12.55 11.87 12.03 13.25 14.35

4.4 14.86 13.77 12.92 12.99 14.12 15.12

4.6 16.17 15.00 13.96 13.95 14.98 15.89

4.8 17.48 16.22 15.01 14.91 15.84 16.66

Present Value at May 31, 2013

Total Shareholder Value Including Present Value of Stock Price and 3.4 x $16.32 $15.66 $15.68 $16.19 $17.81 $19.27

$8.00 Dividend, Assuming 13.5% Cost of Equity: 3.6 17.63 16.89 16.72 17.15 18.67 20.04

Assuming 100.0% Cost of Equity: 3.8 18.94 18.11 17.77 18.11 19.53 20.81

4.0 20.25 19.33 18.82 19.07 20.39 21.58

4.2 21.55 20.55 19.87 20.03 21.25 22.35

4.4 22.86 21.78 20.92 20.99 22.12 23.12

4.6 24.17 23.00 21.96 21.95 22.98 23.89

4.8 25.48 24.22 23.01 22.91 23.84 24.66

Source: Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/23/13. (a) Assumes $265mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.4x Total Debt / LTM EBITDA).

(b) Does not factor in potential consent fees or changes to interest rate.

(c) Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance.

18

PRIVATE AND CONFIDENTIAL

Pro Forma Effect of Special Dividend

(Amounts in Millions, Except Per Share Data)

Special

Dividend Total $ Pro Forma EV / Adj. LTM EBITDA Multiple (a)

Per Share Distributed Debt / EBITDA 3.4 x 3.6 x 3.8 x 4.0 x 4.2 x 4.4 x 4.6 x 4.8 x

$16.32 $17.63 $18.94 $20.25 $21.55 $22.86 $24.17 $25.48 Proforma 5/31/13 Stock

Price Plus Dividend

$2.00 $66.3 1.5 x $474.9 $518.2 $561.6 $605.0 $648.4 $691.7 $735.1 $778.5 Mkt Cap Post Dividend

$14.32 $15.63 $16.94 $18.25 $19.55 $20.86 $22.17 $23.48 Stock Price Post Dividend

$4.00 132.6 1.8 x $408.5 $451.9 $495.3 $538.7 $582.1 $625.4 $668.8 $712.2

$12.32 $13.63 $14.94 $16.25 $17.55 $18.86 $20.17 $21.48

$6.00 199.0 2.1 x $342.2 $385.6 $429.0 $472.4 $515.7 $559.1 $602.5 $645.9

$10.32 $11.63 $12.94 $14.25 $15.55 $16.86 $18.17 $19.48

$8.00 265.3 2.4 x $275.9 $319.3 $362.6 $406.0 $449.4 $492.8 $536.2 $579.5

$8.32 $9.63 $10.94 $12.24 $13.55 $14.86 $16.17 $17.48

$10.00 331.6 2.7 x $209.6 $253.0 $296.3 $339.7 $383.1 $426.5 $469.9 $513.2

$6.32 $7.63 $8.94 $10.25 $11.55 $12.86 $14.17 $15.48

Source: Share count based on diluted shares outstanding as of 5/31/13 per Management guidance.

Note: Market capitalization calculated using the enterprise value based on LTM EBITDA of $216.9mm multiplied by the adjusted LTM EBITDA multiple, less net debt of $196.3mm as of 5/31/13, per Management on 6/25/13, less cash used to issue dividends.

(a) Source: LTM EBITDA as of 5/31/13 from Management, with certain adjustments, including normalizing for 365-day period, based on Management guidance.

19

PRIVATE AND CONFIDENTIAL

Appendix A. Supplemental Information

20

PRIVATE AND CONFIDENTIAL

WACC

Comparable Companies Assumptions

Current Net Debt/ Risk Free Rate of Return (e) 2.48%

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. 1.051 — 1.051

Blyth, Inc. 1.533 — 1.533

Shutterfly, Inc. 1.099 — 1.099

1-800-Flowers.com Inc. 1.505 0.3% 1.502

CafePress Inc. 1.397 — 1.397

Iconix Brand Group, Inc. 1.412 56.0% 1.035

Cherokee Inc. 1.136 13.7% 1.043

Meredith Corporation 1.265 15.8% 1.147

Barnes & Noble, Inc. 0.949 — 0.949

hhgregg, Inc. 1.044 — 1.044

Best Buy Co., Inc. 1.165 8.4% 1.105

GameStop Corp. 0.994 — 0.994

Mean (Excluding Care (a)) 1.213 7.8% 1.158

Median (Excluding Care (a)) 1.151 0.0% 1.075

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 13.7% 7.38% 4.79% 10.8%

Median Beta of Comps and Company D/E 0.0% 0.0% 1.051 1.051 12.2% 7.37% 4.79% 12.2%

Median Beta of Comps and D/E of Comps 0.0% 0.0% 1.075 1.075 12.4% 7.28% 4.73% 12.4%

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% 1.075 1.075 12.4% 0% 12.4% 12.4% 12.4% 12.4% 12.4% 12.4% 12.4%

10% 11.1% 1.075 1.153 12.9% 10% 12.0% 12.1% 12.1% 12.2% 12.3% 12.3% 12.4%

20% 25.0% 1.075 1.250 13.5% Capital 20% 11.6% 11.7% 11.9% 12.0% 12.1% 12.3% 12.4%

30% 42.9% 1.075 1.374 14.4% / 30% 11.2% 11.4% 11.6% 11.8% 12.0% 12.2% 12.4%

40% 66.7% 1.075 1.541 15.5% Debt 40% 10.9% 11.1% 11.4% 11.6% 11.9% 12.2% 12.4%

50% 100.0% 1.075 1.774 17.1% 50% 10.5% 10.8% 11.1% 11.5% 11.8% 12.1% 12.4%

60% 150.0% 1.075 2.123 19.4% Net 60% 10.1% 10.5% 10.9% 11.3% 11.7% 12.1% 12.4%

70% 233.3% 1.075 2.705 23.3% 70% 9.7% 10.2% 10.6% 11.1% 11.5% 12.0% 12.5%

(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 7/1/13. (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 7/1/13.

(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.

21

PRIVATE AND CONFIDENTIAL

Select Public Company Analysis

(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 Enterprise LTM LTM CY2013 LTM CY2013

Selected Companies 7/1/13 High Low Value Value (f) Revenue Revenue EBIT EBITDA Revenue (g) EBIT (g) EBITDA (g) EPS EPS (g)

Care—Unaffected (a) $14.34 (26.5) % 14.7 % $500.6 $719.0 $1,708.2 42.1 % 4.9 x 3.7 x 37.2 % 4.8 x 3.4 x NA 5.6 x

Care—3/28/13 Final Offer (b) 16.10 (7.4) 27.2 549.9 750.2 1,750.0 42.9 5.7 4.2 38.8 5.0 3.6 NA 6.2

Care—Current (c) 18.10 (2.1) 43.0 618.2 818.5 1,868.7 43.8 5.0 3.9 42.3 4.9 3.7 NA 7.7

CSS Industries Inc. 26.62 (14.0) 47.4 255.6 168.5 364.2 46.3 5.7 4.5 NA NA NA 12.4 x NA

Blyth, Inc. 14.64 (67.9) 9.7 234.3 333.9 1,142.4 29.2 4.1 3.6 NA NA NA 6.5 NA

Social Expression Median (d) (41.0) % 28.6 % 37.7 % 4.9 x 4.0 x NA % NA x NA x 9.5 x NA

Social Expression Mean (d) (41.0) 28.6 37.7 4.9 4.0 NA NA NA 9.5 NA

Quad/Graphics, Inc. 24.30 (1.1) % 85.6 % 1,175.7 2,656.4 4,233.9 62.7 % 12.7 x 48. x 53.7 % 11.2 x 45. x 19.7 x 12.2 x

R.R. Donnelley & Sons Company 14.52 — 69.2 2,640.7 5,884.9 10,235.5 57.5 8.0 4.9 57.6 8.5 5.1 8.2 9.0

Scholastic Corporation 28.86 (16.0) 11.8 920.5 878.6 1,968.8 44.6 7.0 4.4 47.6 6.8 5.4 12.3 15.1

Print Media Median (d) (1.1) % 69.2 % 57.5 % 8.0 x 4.8 x 53.7 % 8.5 x 5.1 x 12.3 x 12.2 x

Print Media Mean (d) (5.7) 55.5 55.0 9.2 4.7 53.0 8.8 5.0 13.4 12.1

Solocal Group SA 2.00 (46.5) % 20.1 % 555.4 2,708.7 1,385.5 195.5 % 5.1 x 4.7 x 202.3 % 5.4 x 5.0 x 2.9 x 2.9 x

Eniro AB 2.78 (6.0) 151.8 281.2 707.7 589.4 120.1 7.4 4.6 125.4 5.9 4.9 4.8 3.9

Yellow Media Limited 10.76 (6.9) 96.5 361.6 968.9 1,021.0 94.9 2.2 2.0 108.9 3.1 2.6 0.7 NA

Directories Median (d) (6.9) % 96.5 % 120.1 % 5.1 x 4.6 x 125.4 % 5.4 x 4.9 x 2.9 x 3.4 x

Directories Mean (d) (19.8) 89.5 136.8 4.9 3.8 145.5 4.8 4.2 2.8 3.4

Shutterfly, Inc. 57.20 — % 125.3 % 2,252.7 2,088.3 666.0 313.5 % NM x 15.3 x 271.0 % NM x 14.4 x NM x NM

1-800-Flowers.com Inc. 6.16 (6.0) 113.1 397.1 398.1 746.1 53.4 15.3 8.1 51.1 13.7 8.2 20.4 25.7 x

CafePress Inc. 6.81 (54.2) 38.7 116.6 76.9 230.4 33.4 NM 5.2 30.1 16.0 5.6 NM 37.8

Selected E-Commerce Median (d) (6.0) % 113.1 % 53.4 % 15.3 x 8.1 x 51.1 % 14.8 x 8.2 x 20.4 x 31.8 x

Selected E-Commerce Mean (d) (20.1) 92.4 133.4 15.3 9.5 117.4 14.8 9.4 20.4 31.8

Iconix Brand Group, Inc. 29.90 (2.0) % 82.3 % 1,739.5 2,779.0 370.4 750.2 % 12.4 x 11.9 x 643.3 % 10.7 x 10.1 x 16.5 x 13.9 x

Meredith Corporation 47.34 (1.5) 59.5 2,160.1 2,490.7 1,458.9 170.7 11.4 9.4 171.3 12.4 10.1 16.8 18.2

Cherokee Inc. 13.00 (14.2) 31. 109.2 124.0 27.1 457.5 10.9 94. NA NA NA 15.6 13.3

Licensing Median (d) (2.0) % 59.5 % 457.5 % 11.4 x 9.4 x 407.3 % 11.6 x 10.1 x 16.5 x 13.9 x

Licensing Mean (d) (5.9) 48.3 459.5 11.5 10.2 407.3 11.6 10.1 16.3 15.1

GameStop Corp. 42.21 — % 168.3 % 5,078.6 4,832.9 8,749.8 55.2 % 7.9 x 6.2 x 52.6 % 7.3 x 5.8 x 33.4 x 11.4 x

hhgregg, Inc. 16.03 (8.6) 169.9 535.3 486.7 2,474.8 19.7 11.0 5.7 19.1 10.5 5.6 21.5 19.1

Best Buy Co., Inc. 29.74 6.0 — 10,107.0 11,517.0 48,628.0 23.7 9.0 5.3 27.0 9.1 5.4 13.7 13.6

Barnes & Noble ex. Nook (e) 17.39 (25.4) 53.9 1,027.4 1,519.1 6,062.8 25.1 5.9 3.1 25.7 6.2 3.2 3.3 NM

Selected Low-Growth Retail Median (d) (4.3) % 111.1 % 24.4 % 8.4 x 5.5 x 26.4 % 8.2 x 5.5 x 17.6 x 13.6 x

Selected Low-Growth Retail Mean (d) (7.0) 98.0 30.9 8.4 5.1 31.1 8.3 5.0 18.0 14.7

Note: All operating data has been adjusted to exclude unusual and extraordinary items. LTM and Calendar Year 2013 (CY13) 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 2/28/14) are treated as CY13 (calendar year ending December 31, 2013).

(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. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Diluted share count as of 7/2/12. (b) Care – Prior to 4/1/13 assumes Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for as of 2/28/13. LTM EBITDA of $178.4mm as of 11/23/12 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, 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) Care – Current assumes Care’s share price of $18.10 as of 671/13 and net debt of $196.9mm for as of 5/31/13 per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, 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 as of 5/31/13 per Management guidance.

(d) Excludes Care.

(e) Barnes & Noble represents retail and college bookstore segments only; loses associated with Nook excluded from EBITDA as per Wall Street research estimates.

(f) 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. (g) Source of projected EPS, EBIT, EBITDA and Revenue: ThomsonReuter’s median estimate of Wall Street analysts as of 7/1/13. Care – Unaffected EPS based on EPS based on research estimates as of 6/29/12.

22

EX-99.(C)(12)

Exhibit (c)(12)

June 27, 2013

Project Care

Discussion Materials

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.

Table of Contents

Section Section I Summary Transaction Overview 3 II Summary Financial Performance 6 III Summary Stock Price Performance 18 IV Summary Valuation Analysis 23 Appendix Appendix A Supplemental Information 38

Summary Transaction Overview

Summary Transaction Overview

The Weiss Family has proposed to acquire the remaining shares of Care that it does not own for $19.00 per share (the “7/1/13 Offer”); the Weiss Family’s initial offer price was $17.18 (the “Initial Offer”) on 9/25/12; the offer price was revised to $17.50 per share (the “1/17/13 Offer”) on 1/17/13 and further revised to $18.20 per share on 3/28/13 (the “Merger Consideration Under Original Merger Agreement” or the “3/28/13 Offer”). On March 29, 2013 the Weiss Family entered into a merger agreement with Care to acquire the remaining shares of Care at $18.20 per share

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) 3/28/13 Offer 3/28/13 Offer 7/1/13 Offer Cash Purchase Cash Purchase Cash Purchase Price Per Share Price Per Share Price Per Share $18.20 $18.20 $19.00

Premium / Discount to: Price Date

Stock Price Prior to 3/28/13 Offer: $16.10 (03/28/13) 13.0% 13.0% 18.0% Unaffected Share Price Prior to Initial Offer (a): 14.34 (09/25/12) 26.9% 26.9% 32.5%

30 Calendar Days Prior to Initial Offer: 14.25 (08/27/12) 27.7% 27.7% 33.3%

52-Week Low Prior to Initial Offer: 12.50 (01/04/12) 45.6% 45.6% 52.0%

52-Week High Prior to Initial Offer: 19.50 (09/27/11) (6.7%) (6.7%) (2.6%) Diluted Share Count (b) 34.2 34.2 34.3 Implied Equity Value $622.1 $623.0 $650.8 Plus: Debt (c) 286.4 260.3 260.3 Less: Cash (c) As of 3/28/13 As of 5/31/13

(86.1) (64.0) (64.0) Equals: Net Debt 200.3 196.3 196.3 Implied Enterprise Value $822.4 $819.3 $847.0

As of As of % from Implied Enterprise Value as a Multiple of: 3/28/13 6/26/13 3/28/13

Adjusted EBITDA FY13A (d) $201.0 4.1 x $212.3 5.6% 3.9 x 4.0 x LTM (5/31/13) (e) NA NA 216.9 NA 3.8 3.9 FY14E (f) 208.5 3.9 221.5 6.3% 3.7 3.8

The 7/1/13 Offer represents 4% increase per share, 5% increase in equity value and 3% increase in enterprise value

(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 as of 5/31/13 per Management guidance.

(c) Source: Debt and cash balances as of 3/28/13 from Company’s Form 10-K for the period ended 2/28/13 and balances as of 5/31/13 are for FY2014 Q1 (5/31/13), per Management on 6/25/13.

(d) Source: FY2013 EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. FY2013 EBITDA as of 6/26/13 is from Company’s Form 10-K for the period ended 2/28/13 with certain adjustments based on Management guidance.

(e) Source: LTM EBITDA as of 6/26/13 is for period ended FY2014 Q1 (5/31/13) per Management on 6/25/13 with certain adjustments based on Management guidance, including normalizing to represent 365-day period. (f) Source: FY2014E EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12. FY2014E EBITDA as of 6/26/13 is per Updated Management Treasury Model dated 6/26/13, with certain adjustments based on Management guidance.

Summary Financial Performance

Historical Financials

(Amounts in Millions, Except Per Share Data)

Fiscal Year Ended February 28, FY09-FY13 FY10-FY13

2009 2010 2011 2012 2013 CAGR CAGR

Total Revenue $1,690.7 $1,640.9 $1,597.9 $1,695.1 $1,868.7 2.5% 4.4% Cost of Goods Sold 810.0 713.1 682.4 741.6 817.7 Gross Profit 880.8 927.8 915.5 953.5 1,051.0 4.5% 4.2% EBIT (253.2) 139.1 174.7 149.6 94.2 Net Income (227.8) 81.6 87.0 57.2 49.9 NM (15.1%) Diluted Earnings Per Share ($4.89) $2.03 $2.11 $1.42 $1.47 NM (10.3%)

EBIT ($253.2) $139.1 $174.7 $149.6 $94.2 NM (12.2%) Goodwill Impairment 290.2 -- 0.3 27.2 --Transaction Adjustments -- 24.0 9.6 2.4 41.4 SBT and Other (0.2) 25.5 5.7 2.3 27.3 Adjusted EBIT 36.8 188.6 190.3 181.4 162.9 45.1% (4.8%) D&A 50.0 45.2 45.2 43.7 49.4 Adjusted EBITDA $86.8 $233.8 $235.5 $225.1 $212.3 25.1% (3.2%)

Margins

Gross Margin 52.1 % 56.5 % 57.3 % 56.2 % 56.2 % Adjusted EBITDA 5.1 14.2 14.7 13.3 11.4 Adjusted EBIT 2.2 11.5 11.9 10.7 8.7

Growth Rates

Total Revenue (4.8) % (3.0) % (2.6) % 6.1 % 10.2 % Adjusted EBIT (75.7) 412.9 0.9 (4.7) (10.2) Adjusted EBITDA (56.6) 169.4 0.7 (4.4) (5.7) Diluted Earnings Per Share NM NM 3.9 (32.7) 3.3

Summary Balance Sheet and Cash Flow Data

Cash $60.2 $137.9 $215.8 $132.4 $86.1 Total Debt 390.2 329.7 232.7 225.2 286.4 Net Debt 330.0 191.8 16.9 92.7 200.3 Depreciation and Amortization 50.0 45.2 45.2 39.2 49.4 Capital Expenditures (55.7) (26.6) (36.3) (70.9) (114.1) Free Cash Flow (a) 17.3 170.9 147.6 45.6 48.6

Summary Leverage Statistics

Total Debt / Adj. EBITDA 4.5 x 1.4 x 1.0 x 1.0 x 1.3 x Net Debt / Adj. EBITDA 3.8 0.8 0.1 0.4 0.9 (Adj. EBITDA - Cap Ex) / Int. Expense 1.6 8.4 8.1 7.2 5.6

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments based on Management guidance for FY2010-FY2013, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012.

CAGR = Compounded Annual Growth Rate.

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

Declining Industry Trends

U.S. Greeting Card Growth Driven Most by Increasing Sales in Lower-Margin Dollar Store Channel

U.S. Greeting Card Industry Units and Dollar Sales Trends

Units Dollars

CY07 – CY12 CAGR: (2.6%) CY07 – CY12 CAGR: (0.8%)

CY12 – CY17E CAGR: (3.0%) CY12 – CY17E CAGR: (1.2%) (0.2%)

3.0 -- 6.3 --

(1.0%) (0.8%) (0.7%)

6.2 6.2 (1.2%)

2.8 (2.0%) (1.0%)

(1.5%) 6.1

(1.9%)

2.6 (2.5%) Rate 6.1 Rate (Bn) 2.6 2.5 (4.0%) (Bn) 6.0 (2.0%)

2.5 (3.4%) of of s 2.4 (3.7%) rs 6.0 6.0 C 5.9 C Unit 2.4 2.3 (6.0%) 5.9 (3.0%)

2.3 Dolla 5.9 hange . hange

2.2 (8.0%) . S 5.8 (4.0%)

U

2.0 (10.0%) 5.7 (5.0%)

CY07 CY08 CY09 CY10 CY11 CY12 CY07 CY08 CY09 CY10 CY11 CY12

U.S. Greeting Card Category Projections by Channel

Units Dollars

100% <1% <1% 100% <1% <1% 16% 11% 16% 24% 20% 29% 80% 15% 80% 15% 19% 15% 18% 18% 17% 60% 20% 60% 20% 24% 24% 40% 24% 40% 23% 24% 24% 31% 33% 20% 20% 27% 32% 25% 17%

5% 7% 8%

0% 0%

CY07 CY12 CY17E CY07 CY12 CY17E Dollar Mass / SC Drug Grocery Specialty Online

Source: IRI scan data, AG proprietary consumer surveys, management estimates.

NAGCD Historical Financial Trends

ƒ NAGCD comprised approximately 68% and 67% of Care’s total revenue in FY2009 and FY2013, respectively

(Amounts in Millions)

Historical NAGCD Revenue

Includes Acquisitions of Papyrus and RPG

$1,300

2010 Papyrus and $1,264

RPG Revenue: $129 $1,245 $1,250 $1,229 $1,222 $1,197 $1,200 $1,180 $1,174 $1,156 $1,147 $1,150

$1,100 $1,099 $1,050

$1,000

FY2004A FY2005A FY2006A FY2007A FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A

Historical NAGCD Operating Income and Margin (a) $350 Operating Income $mm Operating Margin % 40% $317 $308 $300 35%

$250 $235 $241 30%

27.4%

26.2% $201 $188 $193 $200 $171 25%

21.4% $160 $141 19.0% $150 20%

17.0%

16.2%

15.4%

13.9% $100 12.9% 15%

12.3%

$50 10% FY2004A FY2005A FY2006A FY2007A FY2008A FY2009A FY2010A FY2011A FY2012A FY2013A

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).

Evolution of Selected Key Metrics

LTM FY 2013E (a) FY 2013A LTM

Treasury Model (As Presented At Special Committee Treasury

As of Meetings on Dates Below) Model as of Actual Per 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) 10-K (f) 5/31/13 (g)

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 $1,868.7 $1,972.9

EBITDA 192.4 178.4 NA NA 182.8 183.5 196.1 195.6 201.0 212.3 216.9

Debt $280.2 $356.8 $365.2 $300.2 $245.2 $245.2 $245.2 $245.2 $286.4 $286.4 $260.3 Cash (61.7) (63.3) (61.6) (97.8) (62.1) (61.9) (39.3) (39.3) (86.1) (86.1) (64.0) Net Debt 218.4 293.5 303.6 202.4 183.1 183.3 205.8 205.8 200.3 200.3 196.3

Change in Metrics b/w 3/28/13 and 6/26/13 As of As of Variance 3/28/2013 6/26/2013 $ %

FY2013 (f) $201.0 $212.3 $11.3 5.6% LTM (g) NA 216.9 NA NA FY2014E (h) 208.5 221.5 13.0 6.2%

(a) Source: Management Treasury Models dated 10/18/12, 11/17/12 and 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 per Management guidance, including certain reclassifications of Depreciation and Amortization for LTM periods ended 8/24/12 and 11/23/12.

(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. (f) Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA based on Management guidance.

(g) Source: Revenue and EBITDA for LTM period ended 5/31/13 per Management on 6/25/13, with certain adjustments to EBITDA per management guidance including normalizing for 365-day period. Debt and cash balances are as of FY2014 Q1 end (5/31/13) per Management guidance on 6/25/13.

(h) FY2014E EBITDA as of 3/28/13 per Management Treasury Model dated 11/30/12. FY2014E EBITDA as of 6/26/13 per Updated Management Treasury Model dated 6/26/13.

Schedule of Adjustments

(Amounts in Millions)

Fiscal Year Ended February 28, LTM FYE 2/28,

2010 2011 2012 2013 May-13 2014E Operating Income $139.1 $174.7 $149.6 $94.2 $137.2 $138.8 Depreciation & Amortization 45.2 45.2 43.7 49.4 51.0 56.0

Unadjusted EBITDA $184.3 $219.9 $193.2 $143.6 $188.2 $194.7

Charges Associated With Clinton Cards -- -- -- 43.7 10.9 0.3 Impairments, debt expense, fees and closure costs NAGCD -- -- -- -- (6.1) -- Timing impact of 6 extra days in quarter AGP Cookie Jar Settlement -- -- -- -- (0.9) -- Reflects delayed fiscal 2013 payments into LTM period UKG -- -- -- -- (0.8) -- Timing impact of 6 extra days in quarter Profit Sharing -- -- -- -- 0.6 -- ~8% of domestic earnings from timing impact 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 Integration Costs -- 10.3 -- -- -- -- Stores set up costs and other integration costs Lawsuit 24.0 -- -- -- -- -- Settlement of a RPG lawsuit Goodwill and Other Intangibles Impairment -- 0.3 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 Old WHQ -- -- -- -- -- 18.5 Estimated loss on sale of WHQ

One Time Legal Costs -- -- -- 9.5 6.5 -- Accrual for certain legal expenses

Voluntary Compliance Program -- -- -- 1.1 1.1 -- Related to prior years’ underexpensing catch up Webshots (1.7) (0.7) 2.4 (2.3) (1.9) -- Pro forma adjustment for sale of Webshots Properties Licensing Termination Expense -- -- -- 2.1 -- -- Termination of Certain Agency Agreements New D&O Insurance Program -- -- -- -- 0.7 3.0 Normalization D&O insurance Proposed Going Private Transaction Costs -- -- -- 6.9 9.5 -- Current process costs Scan-Based Trading 1.5 5.7 6.8 7.7 9.1 5.0 Impact of scan-based trading conversions Total Adjustment $49.5 $15.6 $31.9 $68.7 $28.7 $26.8

Adjusted EBITDA $233.8 $235.5 $225.1 $212.3 $216.9 $221.5 Adjusted EBIT 188.6 190.3 181.4 162.9 165.9 165.5

Total Adjustments as a % of Unadjusted EBITDA 26.9% 7.1% 16.5% 47.9% 15.3% 13.7%

Source: Company’s Forms 10-K for the fiscal years ended 2/28/10, 2/28/11, 2/29/12, 2/28/13,Management guidance for LTM period ended 5/31/13 and Updated Management Treasury Model dated 6/26/13 for FY2014E, with certain adjustments based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012 and normalizing LTM EBITDA for 365-day period.

Historical Unadjusted and Adjusted EBITDA

(Amounts in Millions)

Fiscal Year Ended February 28, FY10-FY13

2009 2010 2011 2012 2013 CAGR

Unadjusted EBITDA ($203.2) $184.3 $219.9 $193.2 $143.6 (8.0%) Total Adjustments 290.0 49.5 15.6 31.9 68.7 Adjusted EBITDA $86.8 $233.8 $235.5 $225.1 $212.3 (3.2%)

% Growth

Unadjusted EBITDA NM 19.3% (12.1%) (25.7%) Adjusted EBITDA 169.4% 0.7% (4.4%) (5.7%)

Source: Company’s Forms 10-K for the fiscal years ended 2/28/09, 2/28/10, 2/28/11, 2/29/12 and 2/28/13, with certain adjustments for FY2009-FY2013 based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012.

Evolution of Management Forecasts

Source: Company’s Forms 10-K for fiscal years ended 2/29/12 and 2/28/13, Care Management Strategic Plans and Updated Management Treasury Model dated 6/26/13.

Total Revenues in FY2013A and 6/26/13 Updated Management Treasury Model columns reflect ownership of Clinton Cards

Total Revenue

Total EBIT

FY2012

FY2013

FY2014

FY2015

FY2016

3.6% Change

12.0% Change

11.2% Change

(13%) Change

(11.6%) Change

Clinton Revenue $244

(16.9%) Change

FY2012

FY2013

FY2014

FY2015

FY2016

(1.4%) Change

(20.4%) Change

(22.2%) Change

(2.6%) Change

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, 2/29/12 and 2/28/13, with certain adjustments based on Management guidance, including certain reclassifications of Depreciation and Amortization for FY2011 and FY2012. FY2014-FY2018 based on Updated Management Treasury Model dated 6/26/13.

Total Revenue

Adjusted EBIT and EBITDA

FY08 – FY13 CAGR: (1.0%)

FY13 – FY18 CAGR: 0.2%

11.3%

5.1%

14.2%

14.5%

13.3%

11.4%

11.0%

10.9%

11.4%

11.8%

12.1%

(76%)

413%

1%

(5%)

(10%)

2%

(4%)

4%

% Growth

5%

4%

FY10 – FY13 CAGR: (3.2%)

FY14 – FY18 CAGR: 2.5%

8.5%

2.2%

11.5%

11.9%

10.7%

8.7%

8.2%

7.9%

8.2%

8.5%

8.9%

% Margin

$151

$37

$189

$190

$181

$163

$166

$159

$165

Adjusted EBIT

$173

$181

% Margin

FY08 – FY13 CAGR: 1.2%

FY10 – FY13 CAGR: 4.4%

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, 2/29/12 and 2/28/13, and Updated Management Treasury Model dated 6/26/13. (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%

6.1%

3.8%

5.7%

7.4%

3.1%

2.3%

% of Revenue

Original vs. Updated Management Treasury Model

Source: Management Treasury Model dated 11/30/13 and Updated Management Treasury Model dated 6/26/13. FY2014E EBITDA per Updated Treasury Model dated 6/26/13 adjusted for certain items based on Management guidance. (a) Defined as cash flow from operations less capital expenditures.

Summary Projected Financials

Source: FY2013A based on Company’s Form 10-K for period ended 2/28/13 with certain adjustments based on Management guidance. LTM period as of 5/31/13 per Management on 6/25/13 with adjustments to EBITDA and EBIT, including normalizing for 365-day period. FY2014-2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments for FY2014E based on Management guidance. 2013 net income and EPS unadjusted for non-recurring and extraordinary items; Management did not provide adjustments. Defined as Cash Flow from Operations less Capital Expenditures.

Summary Stock Price Performance

Historical Stock Price Performance vs. S&P 400 Consumer Discretionary

3-Year Change in Value

5-Year Change in Value

10-Year Change in Value

15-Year Change in Value

Source: Capital IQ and Bloomberg.

While the broader market has provided significant returns on equity investments over time, Care has significantly underperformed and, in most periods, has not provided a positive return

(Period ending September 25, 2012, date of Initial Offer)

(24.4%)

168.1%

(45.0%)

34.0%

(12.6%)

123.6%

(58.1%)

153.9%

Initial Offer $17.18

1/17/13 Offer $17.50

Summary Stock Price Performance

Five years prior to Initial Offer of $17.18

Source: Capital IQ as of 6/26/13.

3/28/13 Offer $18.20

$18.19

$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

Summary Stock Price Performance

Two years prior to Initial Offer of $17.18

Source: Capital IQ as of 6/26/13. (a) Represents closing price as of 9/25/12, unaffected for announcement of Initial Offer, which was made after the market close.

$18.19

$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

1/17/13 Offer $17.50

3/28/13 Offer $18.20

Summary of Trading Ranges

Shares traded at various prices

Source: Capital IQ as of 6/26/13.

97% of shares that traded over the one-year period prior to the 9/25/12 Initial Offer traded below the $17.50 1/17/13 Offer

2-Year

1-Year

(Period ending September 25, 2012, except for “Since 9/25 Initial Offer” chart)

180-Days

90-Days

30-Days

Since 9/25 Initial Offer (187 Days)

Summary Valuation Analysis

Summary Valuation Analysis

PRIVATE AND CONFIDENTIAL

52-Week Trading Range Prior to 9/25/13 Offer

Comparable Companies

25% Premium to Comparable Companies

Precedent Transactions

Present Value of Future Share Price (a)

Sum of the Parts

DCF

Unaffected Share 9/25/12

9/25/12 Initial Offer

1/17/13 Offer

3/28/13 Offer

7/1/13 Offer

$12.50

$15.25

$13.00

$16.00

$16.75

$17.00

$19.50

$19.06

$25.00

$31.25

$22.50

$23.25

$25.50

$23.00

$10.00 $12.50 $15.00 $17.50 $19.00 $20.00 $22.50 $25.00 $27.50 $30.00 $32.50

$14.34 $17.18 $18.20

(a) Includes present value of future quarterly dividend payments of $0.15 per share.

24

Implied Share Price at Various Premia

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-Da y 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%

Price 18.75 31.6% 30.8% 24.3% 30.0% 32.5% 29.9% 24.5%

19.00 33.3% 32.5% 26.0% 31.8% 34.3% 31.7% 26.2%

Share 19.25 35.1% 34.2% 27.7% 33.5% 36.0% 33.4% 27.8%

19.50 36.8% 36.0% 29.3% 35.2% 37.8% 35.1% 29.5%

19.75 38.6% 37.7% 31.0% 37.0% 39.6% 36.9% 31.1%

20.00 40.4% 39.5% 32.6% 38.7% 41.3% 38.6% 32.8%

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-Da y 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

Premium 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

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.

25

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 6/26/13. CapIQ calculates LTM EV/EBITDA multiple using EBITDA of $150.1mm for period ended 2/28/13 compared to adjusted EBITDA of $212.3mm for same period with adjustments per Management guidance. Current multiple assumes LTM EBITDA of $212.3mm and net debt of $200.3mm for the period ended 2/28/13 based on Company’s Form 10-K dated 5/9/13, with certain adjustments to EBITDA 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 as of 5/31/13 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

1/17/13 Offer

LTM EBITDA decreased 7% from Q2 to Q3

Multiple Per CapIQ: 4.5x(a) Actual Multiple: 3.9x(b)

1-Year Average 3.9x

3/28/13 Offer

Net Debt decreased $93.2mm from Q3 to Q4

Valuation Matrix

Unaffected closing stock price on 9/25/12. Closing stock price on 3/28/13. Initial Offer on 9/25/12. 1/17/13 Offer. 3/28/13 Offer. Potential Weiss Family Proposal for Discussion. Net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13. Represents FY2014 Q1 cash and debt balances per Management on 6/25/13.

(Amounts in Millions, except per share data)

(h) Assumes diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable as of 5/31/13 per Management guidance. (i) Source: Based on Company’s Form 10-K dated 5/9/13 for period ended 2/28/13, with certain adjustments based on Management guidance. (j) LTM (FY2014 Q1) EBITDA for the 12-month period ended 5/31/13 per Management, with certain adjustments based on Management guidance, including normalizing for 365-day period. (k) Source: Based on Updated Management Treasury Model dated 6/26/13.

Select Public Company Analysis

Enterprise Value / EBITDA

Source: Companies’ stock price and public filings as of 6/26/13. Projected CY13 EBITDA per ThomsonReuter’s median estimate of Wall Street analysts as of 6/26/13. 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. FY2014E EBITDA of $208.5mm based on Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. Diluted share count as of 7/2/12. 3/28/13 Final offer, multiple calculated using Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for FY2013 (2/28/13). 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. FY2014E EBITDA of $208.5mm based on Updated Management Treasury Model dated 11/30/12, with certain adjustments based on Management guidance. 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. Current Multiple calculated using Care’s share price of $18.19 as of 6/26/13 and net debt of $196.9mm for FY2014 Q1 (5/31/13) per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on Form 10-K dated 5/9/13, with certain adjustments based on Management guidance. FY2014E EBITDA of $222.0mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Multiple calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance. LTM and CY12 EBITDA for Selected E-Commerce companies excludes stock-based compensation expense as guided by Wall Street research and public filings. Barnes & Noble multiple represents retail and college bookstore segments only; losses associated with Nook excluded from EBITDA.

Directories

Social Expression

Print Media

Care

Care

Selected E-Commerce (d)

Licensing

Selected Low-Growth Retail

Core Business Comps

Other Related Business Segments

Other Related Business Segments

CY13 Median: NA

LTM Median: 3.7x

CY13 Median: 5.1x

LTM Median: 4.8x

CY13 Median: 4.9x

LTM Median: 4.6x

CY13 Median: 7.7x

LTM Median: 7.5x

CY13 Median: 10.0x

LTM Median: 9.3x

CY13 Median: 5.1x

LTM Median: 5.1x

Select Public Company Multiples

Source: Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance. Source: LTM financials for the 12-month period ended 5/31/13 per Management on 6/25/13, with certain adjustments to LTM EBIT and EBITDA, including normalizing for 365-day period, based on Management guidance. Source: 6/26/13 Updated Management Treasury Model, with certain adjustments to EBITDA and EBIT per Management guidance. Management did not provide LTM (5/31/13) or FY2014E adjusted EPS. FY2014E EPS is unadjusted for extraordinary non-recurring items. Calculated using net debt of $196.3mm, as of 5/31/13. Source: debt and cash balances for FY2014 Q1 (5/31/13) per Management guidance on 6/25/13. Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance. 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)

Select Precedent Transactions

Source: Public filings and company press releases. Pending. All statistics are for MEG’s entire newspaper operations excluding EBITDA Multiple which does not include Tampa Group. 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.

Select Precedent Transaction Multiples

(Amounts in Millions, Except Per Share Data)

Source: FY2013A per Company’s Form 10-K for the period ended 2/28/13 with certain adjustments to EBITDA and EBIT based on Management guidance. LTM financials for the 12-month period ended 5/31/13 per Management on 6/25/13, with certain adjustments to LTM EBIT and EBITDA, including normalizing for 365-day period, based on Management guidance. Calculated using net debt of $196.3mm, as of 5/31/13. Source: Balances for debt and cash for FY2014 Q1 (5/31/13) per Management on 6/25/13. Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

Future Stock Price Analysis

Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance. LTM net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13 per Management on 6/25/13. Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/26/13. Updated Management Treasury Model dated 6/26/13 assumes quarterly dividend of $0.15 per share for the projected period. Note: FY2014E assumes 3 quarters of dividend payments due to Q1 dividend already being paid.

Sum of the Parts Analysis

(a) Based on Management guidance of segment performance provided on 6/24/13. (b) International includes retail elimination. (c) Implied multiple ranges based on subtotal enterprise value range and FY2013A EBITDA pre-unallocated overhead. (d) NAGCD includes Cardstore financials. (e) LTM as of 5/31/13 net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm per Management on 6/25/13. (f) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method for options exercisable as of 5/31/13 per Management guidance.

DCF Summary

Updated 6/26/13 Management Treasury Model

(a) Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance. (b) Assumes 11.50% discount rate and 3.5x terminal multiple. (c) Versus baseline Adjusted EBIT margin for FY2015-FY2018.

Assumptions Five year projection period (FY2014 includes Q2 through Q4 only) Discounted to 5/31/13 (using mid-year convention) Preliminary Q1 FY2014 (5/31/13) net debt of $196.3mm at 5/31/13, consisting of total debt of $260.3mm less cash of $64.0mm per Management on 6/25/13

Share Price (a)

Illustrative Sensitivity to DCF (a) (b)

Illustrative implied Revenue CAGR FY2014-FY2018

Discounted Cash Flow Analysis

Source: Updated Management Treasury Model dated 6/26/13. Note: Values discounted to 5/31/13 (using mid-year convention). Net debt of $196.3mm represents total debt of $260.3mm less cash of $64.0mm as of 5/31/13 per Management on 6/25/13. Represents FY2014 Q1 (5/31/13) end cash and debt balances per Management on 6/25/13. Calculated using diluted share count including restricted stock units and performance shares and treasury stock method of options exercisable as of 5/31/13 per Management guidance.

Future Stock Price Analysis Based on Illustrative Levered Recap

Source: Share count for LTM based on diluted shares outstanding as of 5/31/13 per Management; FY14-FY18 based on diluted shares outstanding from Updated Management Treasury Model dated 6/23/13. Assumes $265mm of incremental leverage using Term Loan B at L + 450bps with 125bps floor (2.4x Total Debt / LTM EBITDA). Does not factor in potential consent fees or changes to interest rate. Source: LTM EBITDA as of 5/31/13 per Management on 6/25/13, with certain adjustments, including normalizing for 365-day period, based on Management guidance. FY2014-FY2018 per Updated Management Treasury Model dated 6/26/13, with certain adjustments to FY2014E EBITDA based on Management guidance.

Assumes a $8.00 dividend is paid on 5/31/13(a), using incremental borrowing of $265 million, resulting in 2.4x Debt / LTM EBITDA At 2.7x total debt / LTM 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

Pro Forma Effect of Special Dividend

Source: Share count based on diluted shares outstanding as of 5/31/13 per Management guidance. Note: Market capitalization calculated using the enterprise value based on LTM EBITDA of $216.9mm multiplied by the adjusted LTM EBITDA multiple, less net debt of $196.3mm as of 5/31/13, per Management on 6/25/13, less cash used to issue dividends. (a) Source: LTM EBITDA as of 5/31/13 from Management, with certain adjustments, including normalizing for 365-day period, based on Management guidance.

Mkt Cap Post Dividend

Stock Price Post Dividend

Proforma 5/31/13 Stock Price Plus Dividend

(Amounts in Millions, Except Per Share Data)

Appendix A. Supplemental Information

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)

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)

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 6/26/13. (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 6/26/13. (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.

Select Public Company Analysis

Note: All operating data has been adjusted to exclude unusual and extraordinary items. LTM and Calendar Year 2013 (CY13) 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 2/28/14) are treated as CY13 (calendar year ending December 31, 2013). 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. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, with certain adjustments based on Management guidance. Diluted share count as of 7/2/12. Care – Prior to 4/1/13 assumes Care’s share price of $16.10 as of 3/28/13 and net debt of $200.3mm for as of 2/28/13. LTM EBITDA of $178.4mm as of 11/23/12 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, 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. Care – Current assumes Care’s share price of $18.19 as of 6/26/13 and net debt of $196.9mm for as of 5/31/13 per Management. LTM EBITDA of $212.3mm as of 2/28/13 based on public filings and with certain adjustments based on Management guidance. FY2014E EBITDA of $208.5mm based on 6/26/13 Updated Management Treasury Model, 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 as of 5/31/13 per Management guidance. Excludes Care. Barnes & Noble represents retail and college bookstore segments only; loses associated with Nook excluded from EBITDA. 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. Source of projected EPS, EBIT, EBITDA and Revenue: ThomsonReuter’s median estimate of Wall Street analysts as of 6/26/13. Care – Unaffected EPS based on EPS based on research estimates as of 6/29/12.