presentation to: university of illinois finance 321 prof. stephen d’arcy february 7, 2007

Presentation to:

University of IllinoisFinance 321

Prof. Stephen D’Arcy

February 7, 2007

2

Merrill Lynch & Co. Investment BankingA Sample of Our Consumer Relationships

3

Pilgrim’s Pride Corporation Hostile Takeover of Gold Kist, Inc.

4

Pilgrim’s Pride / Gold Kist Case Study

• $21.00 all cash offer represented final in a series of 9 public/private offers starting with interest during the IPO process

• PPC pursued Gold Kist for three years before turning hostile

• Created largest poultry company in US

• 62% of premium to pre-offer stock price (August 18, 2006)

• Total Valuation: $1,145,000,000

• Forward P/E: 25.3x Forward EV/EBITDA: 8.7x

Acquisition of

This announcement is under no circumstances to be construed as an offer to sell or as a solicitation of an offer to

buy any of these securities. The offering is made only by the Prospectus.

Financial AdvisorMerrill Lynch & Co.

$1,145,000,000

The date of this prospectus isDecember 4, 2006

____________________Source: Wall Street research.

5


• #3 position player in the $30 bn U.S. chicken industry

• 2006 revenue of $2.1 bn and EBITDA $33.1 mm (2005 EBITDA of $265 mm)

• Converted from farmer-owned cooperative via October 2004 Initial Public Offering

• Largest private label supplier of chicken in the U.S.; 75-year history

• Fully integrated production; processes over 14,700,000 birds weekly

• Over 16,500 employees and 2,300 family growers

• 100% owned production facilities in Southeast U.S.

$110

.60

$113

.50

$134

.30

$108

.80

$70.

20

$8.5

0

($0.

30)

$36.

10 $119

.10

$201

.80 $2

92.2

0

$315

.20

$301

.80

$303

.00

$272

.40

$265

.50

$250

.10

$156

.70

$71.

80

$33.

10

($14

.50)

($50.00)

$0.00

$50.00

$100.00$150.00

$200.00

$250.00

$300.00

$350.00

Sept. 2001 Sept. 2002 Sept. 2003 Sept. 2004 Sept. 2005 Sept. 2006

Company Overview

Gold Kist as an Independent Company

Rolling Latest Twelve Months EBITDA ($ in mm)

6


• On December 4, 2006 Pilgrim’s Pride announced the acquisition of Gold Kist for $21.00 per share in cash

– Agreed upon price represents a 20% increase over Pilgrim’s Pride initial bid of $17.50 per share made on February 23, 2006

– Culmination of unsolicited takeover which began on August 18, 2006

• Transaction creates the leading chicken company by weight and third-largest meat/protein company in the U.S.

• One of the largest-ever acquisitions in the U.S. poultry industry

• Closed on January 8, 2007 with $50 mm in announced synergies; PPC announced revised synergies estimate of $100 mm on January 30, 2007

• Merrill Lynch acted as lead financial advisor to Gold Kist throughout the transaction process and rendered a fairness opinion to the Board of Directors.

Transaction Highlights

7


Offer Summary

____________________(1) Inclusive of 51.0mm shares, 0.5mm stock-settled stock appreciation rights and 0.4mm performance shares.(2) Net debt as of September 30, 2006.

Transaction Value

Offer price per share $21.00

Shares Outstanding(1) 51.4

Offer Value $1,078.9

Net Debt(2) 66.1

Transaction Value $1,145.1

Implied Multiples

P/E EV / EBITDA

2007E 25.3x 8.7x

2008E 16.2x 6.5x

Implied Premium

Price Premium

1-day prior $12.93 62.4%

1-month average 13.32 57.7%

3-month average 13.69 53.4%

Average since IPO 15.50 35.5%

8

Pilgrim’s Pride / Gold Kist Case Study Gold Kist Share Price History

____________________Source: FactSet as of December 4, 2006.

$10.00

$15.00

$20.00

$25.00

$30.00

Oct-04 Jan-05 Mar-05 Jun-05 Sep-05 Dec-05 Mar-06 Jun-06 Sep-06 Dec-06

10/7/04 2/23/068/11/06 8/18/06 9/29/06 10/12/06 10/27/06 11/29/06 12/1/06 12/4/06

$10.00

$15.00

$20.00

$25.00

$30.00

Oct-04 Jan-05 Mar-05 Jun-05 Sep-05 Dec-05 Mar-06 Jun-06 Sep-06 Dec-06

10/7/04 2/23/068/11/06 8/18/06 9/29/06 10/12/06 10/27/06 11/29/06 12/1/06 12/4/06

10/7/04:$11.00 IPO and conversion

Stock Price

12/4/06:Transaction announced

12/2/06:PPC meets with GKIS and verbally increases offer to $21.00 per share

11/29/06:PPC announces that approximately 67% of GKIS outstanding shares have been tendered

10/12/06:GKIS rejects PPC offer and files lawsuit to enjoin PPC from adding its own officers the GKIS Board

09/29/06:PPC commences a tender offer for $20.00 per share

8/18/06:PPC publicly announces $20.00 per share offer and submits shareholder proposals to extend Board of Directors to 15 members, fill vacancies and replace 3 directors

2/23/06 – 08/11/06:PPC submits non-public unsolicited offers to acquire all the outstanding Gold Kist shares

Offers were made for $17.50 (2/23/06), $18.00 (5/12/06) and $20.00 (6/26/06 and 8/11/06)

10/27/06:PPC tender offer expires, approximately 33% of GKIS shared tendered

9

Pilgrim’s Pride / Gold Kist Case StudyShare Price Performance Post Offer

____________________Source: FactSet as of January 4, 2007.

Since Hostile Bear Hug Letter (August 18, 2006)

$12.00

$14.00

$16.00

$18.00

$20.00

$22.00

$24.00

0

2,000

4,000

6,000

8,000

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12,000

14,000

16,000

18,000

20,000

9/11 9/28 10/27

11/14 11/30

8/18

/06

8/22

/06

8/24

/06

8/28

/06

8/30

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9/1/

069/

6/06

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069/

12/0

69/

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69/

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69/

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69/

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69/

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69/

28/0

610

/2/0

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/6/0

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611

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0611

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061/

4/07

$12.00

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$24.00

0

2,000

4,000

6,000

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14,000

16,000

18,000

20,000

9/11 9/28 10/27

11/14 11/30

8/18

/06

8/22

/06

8/24

/06

8/28

/06

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/06

9/1/

069/

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069/

12/0

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69/

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69/

20/0

69/

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69/

26/0

69/

28/0

610

/2/0

610

/4/0

610

/6/0

610

/10/

0610

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0610

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0610

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0610

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0610

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0610

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0610

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0611

/1/0

611

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611

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611

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611

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0611

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0611

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0611

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0611

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0612

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4/07

Price Volume (000s)

9/11/06:Stock price falls below $20.00 per share to close at $19.93

10/27/06:Stock price falls $0.23 per share to close at $19.78

9/28/06:Post offer high of $20.98

11/14/06:Stock price of $18.23 on PPC earnings release

11/30/06:PPC announcement of 67% tender acceptance

$21.00$21.00

10

30.0%

40.0%

50.0%

60.0%

70.0%

Oct-04 Dec-04 Mar-05 May-05 Aug-05 Oct-05 Jan-06 Mar-06 Jun-06 Aug-06

30.0%

40.0%

50.0%

60.0%

70.0%


Average:50.7%

30.0%

40.0%

50.0%

60.0%


30.0%

40.0%

50.0%

60.0%


Average:46.0%

60.0%75.0%90.0%

105.0%120.0%135.0%


60.0%75.0%90.0%

105.0%120.0%135.0%


Average:94.1%

Pilgrim’s Pride / Gold Kist Case StudyRelative Valuation Metrics

____________________Source: FactSet as of December 4, 2006.(1) Percentages based on peers’ December 1, 2006 closing price.

As a % of Pilgrim’s Pride

As a % of Sanderson Farms

As a % of Tyson

$21.00 Deal(1)

82.7%

75.8%

132.9%

11

Pilgrim’s Pride / Gold Kist Case StudyResearch Analyst Perspectives

____________________Source: Wall Street research.

“We calculate that the deal…could be accretive to Pilgrim’s Pride by roughly $0.34 per share in calendar 2007…we believe when fully realized, total synergies from the deal will approximate $75 million rather than the $50 million the company is currently targeting.”

Wall Street Research – December 4, 2006

“Despite challenging chicken fundamentals, PPC’s acquisition of GKIS is strategically sound and likely will create long-term shareholder value as PPC would not only overtake TSN as the largest US chicken processor, but also would gain improved access to the Southeast and the retail segment.”

BMO Capital Markets – December 5, 2006

“…this is not the first time PPC has boosted its market position by swallowing the next largest competitor. In November 2003, PPC acquired CAG‘s chicken division for $635 million. The initial cost synergy estimate for the CAG acquisition was $50 million; by the end of FY04 PPC had identified $125 million in overlapping costs as well as additional synergies. Based on the company's history of providing conservative synergy guidance, we believe the $50 million synergy estimate related to the Gold Kist merger may be low.

Stifel Nicolaus – December 6, 2006

“Consolidation is necessary in the fragmented (chicken) industry for several reasons including: (1) the very quick cycle associated with chicken genetics, (2) the likelihood of structurally higher feed cost as more corn is used for ethanol, (3) consolidating retailer / customer base and (4) the probability of more competition from international players. To the extent this transaction obviously helps consolidation in a challenging industry, it is a good development in our opinion.”

Deutsche Bank – December 4, 2006

12

Sara Lee Corporation Spin-off of Hanesbrands to Shareholders

13

$4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholders

• Hanesbrands spin-off was the largest and most significant piece of Sara Lee’s Transformation Plan

– Tax-free spin-off of 100% of Hanesbrands to Sara Lee shareholders

– Hanesbrands used net proceeds from a $3.1 bn debt financing to pay a special dividend of $2.4 bn to Sara Lee and for general corporate purposes

• Created the largest apparel essentials company with annual sales of approximately $4.5 bn

• Largest Consumer Products subsidiary redeployment since Altria/Kraft IPO in 2001 and largest Consumer Products high yield debt raise since 1998

– Merrill Lynch acted as joint lead arranger and joint bookrunner on $2.15 billion Senior Secured Credit Facilities, consisting of a $500 million Revolving Credit Facility, $250 million Term Loan A and $1.4 billion Term Loan B, and $450 million Second Lien Credit Facility

Transaction Overview

14


Shareholder Value Creation Key Brands

The spin-off of Hanesbrands from Sara Lee has resulted in approximately $2.4 billion of increased shareholder value

(~19%) for SLE equity owners

Stock Shares Equity Total ValueDate Company Price Outstanding Value Equity Value Created

9/1/2006: SLE $16.70 x 770.4 $12,867One day prior to

distribution$2,405

$3.12/share

1/31/2007: SLE $17.15 x 746.8 $12,808

$15,272

HBI $25.58 x 96.3 $2,464

15


Market Capitalization Relative Share Price Performance

____________________(1) Source: Form 10 and Wall Street research.(2) Assumes pro forma interest expense of $202 mm per Wall Street research.

Share Price (9/6/06) $21.11Diluted Shares Outstanding 95.10

Market Value of Equity $2,007.6Total Debt 2,637.7Cash & Equivalents 150.0

Transaction Value $4,495.3

Transaction Value as a Multiple of:

June 30 Sales EBITDA P/E

FY 2006 1.00x 8.0x 13.0xFY 2007 1.02x 7.6x 11.6x

Credit Statistics

Debt / EBITDA / Credit

EBITDA Interest(2) Rating4.7x 2.8x Ba3/B+

95%

100%

105%

110%

115%

120%

125%

130%

135%

9/5/2006 10/4/2006 11/3/2006 12/2/2006 1/1/2007 1/31/2007

95%

100%

105%

110%

115%

120%

125%

130%

135%

9/5/2006 10/4/2006 11/3/2006 12/2/2006 1/1/2007 1/31/2007

Share Price

HBI+29.4%

SLE+20.7%

SPX+9.5%

16


• Sara Lee forms Hanesbrands in advance of spin-off

• HBI raises debt and pays a cash dividend of $2.4bn to SLE

• SLE shareholders receive 1 HBI share for every 8 shares of SLE held

• “Shares could represent a unique opportunity to participate in a management buyout/leveraged buyout-type investment vehicle, as HBI management comes out from under the Sara Lee regime with significant opportunity to create value”

• “We believe HBI could generate significantly more value creation as a stand-alone entity”

• “Once out from under Sara Lee, the independent HBI business may be reinvigorated with new energy as it sheds its “dead man walking” status. Under Sara Lee control, HBI appears to have been managed largely for cash generation and has withstood a number of years of underinvestment. The recent uptick in the Hanes brand’s visibility, to coincide with the spin-off, has not gone unnoticed, and we look forward to continued increased investment in HBI’s brands”

Transaction Summary Wall Street Commentary

____________________(1) Source: Form 10 and Wall Street research.(2) Assumes pro forma interest expense of $202 mm per Wall Street research.

SLE

OtherBusinesses

SLEShareholders

$2.4Bdividend

100%

HBI

SLE ShareholdersHold 2 Securities

OtherBusinesses

100%

100%

HBI

Pre-Spin Post-Spin

100% 100%

SLE

17

$4.5 Billion Spin-off of Hanesbrands to Sara Lee shareholdersBranded Apparel Comparable Publicly Traded Companies

____________________(1) Equity Market Value = Fully Diluted Shares Outstanding (Treasury Method) * Closing Share Price.(2) Enterprise Value = Equity Market Value + Preferred Equity at Liquidation Value (Incl. Redeemable) + Short-Term Debt + Long-Term Debt + Minority

Interest - Cash & Marketable Securities.(3) Earnings estimates obtained from First Call and calendarized to December. Five year growth rates obtained from I/B/E/S.

As of January 31, 2007 ($ in Millions)

Enterprise Value as a Multiple of

Share Price Market Enterprise Sales EBITDA EBIT P/E Multiple (3) P/E/G (3) EPS Sales

Company 1/31/2007 Value (1) Value (2) 2006E 2007E 2006E 2007E 2006E 2007E 2006E 2007E 2006E 2007E Growth

Gildan $49.84 $3,016 $2,991 3.56x 2.79x 16.7x 13.2x 21.0x 16.6x 17.5x 15.3x NA NA NA

Jones Apparel 34.16 3,895 4,846 1.03 1.00 8.9 8.1 11.1 10.0 15.3 13.4 1.70 1.49 9.0%

Kellwood 32.80 857 941 0.49 0.49 8.0 7.4 12.3 10.8 20.5 17.7 2.05 1.77 10.0%

Liz Claiborne 44.40 4,857 5,485 1.11 1.05 8.3 7.5 10.4 9.6 14.8 13.5 1.48 1.35 10.0%

Perry Ellis 30.09 311 549 0.65 0.61 7.9 6.9 9.4 8.4 19.2 17.6 1.48 1.35 13.0%

Phillips Van Heusen 55.15 3,195 3,236 1.57 1.46 11.4 9.9 12.3 10.4 21.8 19.0 1.21 1.06 18.0%

VF Corp. 75.87 8,621 9,471 1.53 1.41 9.7 9.1 11.3 10.3 15.0 13.7 1.50 1.37 10.0%

Warnaco 28.29 1,382 1,702 0.94 0.88 10.2 9.1 13.7 11.2 21.1 16.8 1.21 0.96 17.5%

Mean 1.36x 1.21x 10.1x 8.9x 12.7x 10.9x 18.1x 15.9x 1.52x 1.34x 12.5%

Median 1.07x 1.03x 9.3x 8.6x 11.8x 10.3x 18.3x 16.1x 1.48x 1.35x 10.0%

Hanesbrands $25.58 $2,512 $4,908 1.09x 1.07x 8.9x 8.2x 11.4x 10.4x 15.6x 14.4x NA NA NA

18

Clayton Dubilier & Rice / Alberto-Culver’s Sponsor Spin-Off

19

Alberto-Culver CompanySituation Overview

• Eliminate channel conflicts

• Enhance business focus

• Better align incentive awards

• Superior strategic alternative

– Liquidity to shareholders today

– Continued participation in SBH and New ACV upside

• Role of CD&R and expected contribution on operational / strategic front

• Favorable tax treatment

• Other considerations:

– Limited buyer interest in entire company (Regis process)

– Family management and shareholder issues

Sally Beauty Systems

Beauty Systems Group

Develops, manufactures, distributes and markets branded beauty and health care products, as well as branded food and household products in the U.S. and more than 100 other countries

Key brands include Alberto V05, TRESemmé, St. Ives, and Nexxus

Domestic and international chain of cash-and-carry stores offering professional beauty supplies to both salon professionals and retail consumers

Full-service beauty supply distributor offering professional brands directly to salons

Consumer Brands

Energizer

Church & Dwight

Prestige Brands

Specialty Retail

Limited

Bed, Bath & Beyond

Williams-Sonoma

Distributors

Interline Brands

Performance Food

Watsco Inc.

FY’05-’07 Revenue CAGR: 8.8% FY’05-’07 Revenue CAGR: 7.1%

FY’05-’07 EBIT CAGR: 11.4% FY’05-‘07 EBIT CAGR: 10.2%

FY’06 EBIT Margin 8.5% FY’06 EBIT Margin 10.4%

Bus

ines

s D

escr

iptio

nC

ompa

rabl

e C

ompa

nies

Com

para

ble

Ope

ratin

g M

etric

s

Consumer Business(“New ACV”)

FY ’06E Revenue: $1,426mmFY ’06E EBIT: $121mm

Sally Beauty Holdings(“SBH”)

FY ’06E Revenue: $2,378mmFY ’06E EBIT: $247mm

Alberto-Culver

Separation Rationale

Separation Rationale

20

Alberto-Culver CompanySummary Financials

ACV Consolidated New ACV (Consumer)

Sally Beauty Holdings

Revenue Growth 8.1% 8.0% 10.2% 9.1% 8.4% 8.9%

EBIT Growth 27.1% 25.4% 8.1% 14.8% 18.6%

____________________Note: Historical financials based on company filings and exclude one-time charges. Projected financials are based on Wall Street research.

$ in Billions % EBIT Margin$ in Billions % EBIT Margin

$2.9

$3.3$3.5

$3.8

$4.1

10.3%

10.0%

9.8%9.9%

9.5%

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

$4.5

2003 2004 2005 2006E 2007E

9.0%

9.2%

9.4%

9.6%

9.8%

10.0%

10.2%

10.4%

’03 – ’07CAGR

$1.4$1.3$1.2$1.1

$1.5

9.0%8.5%8.6%

7.5%6.4%

$0.0

$0.5

$1.0

$1.5

$2.0

2003 2004 2005 2006E 2007E

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

Revenue Growth 9.1% 12.7% 8.4% 6.7% 8.6% 9.1%

EBIT Growth 17.6% 7.6% 9.2% 11.1% 11.3%

’03 – ’07CAGR

Revenue Growth 9.4% 15.0% 7.5% 5.5% 8.7% 9.1%

EBIT Growth 15.1% 0.4% 10.5% 9.8% 8.8%

$ in Billions % EBIT Margin

’03 – ’07CAGR

$1.4$1.3$1.2$1.1

$1.5

9.0%8.5%8.6%

7.5%6.4%

$0.0

$0.5

$1.0

$1.5

$2.0

2003 2004 2005 2006E 2007E

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

21

Alberto-Culver CompanySponsor Spin Transaction Overview

• Alberto-Culver (“ACV”) announced on June 19, 2006 its plan to split its Consumer Products and Distribution units into independent public companies

• The transaction was completed on November 16, 2006

• ACV shareholders received a $25 per share special cash dividend plus one share each in both the Consumer (“New ACV”) and Sally/Beauty Systems Group Distribution (“SBH”) businesses via a tax-free spin-off of the consumer business

• Clayton, Dubilier & Rice (“CD&R”), a private equity firm, invested $575 million to obtain a 47.5% equity stake in SBH

– Alberto-Culver shareholders now own approximately 52.5% of the shares in SBH

– The transaction valued SBH, including $1.85 billion of debt, at approximately $3.0 billion at the time of announcement

• Merrill Lynch originated the transaction, acted as sole M&A advisor to CD&R and arranged $1.85 billion of debt financingThe transaction has created two separate and independent public companies

and delivered approximately $850 million in increased value to ACV shareholders

22

Alberto-Culver Company

____________________(1) Based on Wall Street research. SBH and New ACV estimates are pro forma for separation, new debt issuance, and special dividend.(2) Implied share price for New ACV determined by subtracting CD&R offer price for SBH and the $25.00 dividend from trading price of Alberto-Culver on

6/19/06.(3) Current Price for the consolidated entity represents a sum of the parts.

Transaction Value ($ in mm, except per share)Current

Price (3)

ACV Share Price at 6/19/06 $47.61 $56.67Equity Value 4,498.6Less: Net Cash (96.9)Enterprise Value $4,401.7

Multiples(1): CY '06 CY '07

Enterprise Value / EBITDA 9.9x 8.9xPrice / EPS 18.3x 16.5x

Implied Share Price (based on CD&R Investment) $6.74 $8.80CD&R Equity Contribution (47.5%) 575.0ACV Rollover Equity (52.5%) 635.5Implied Equity Value 1,210.5Plus: Net Debt 1,843.2Implied Enterprise Value $3,053.7



Implied Share Price (plug)(2) $15.87 $22.87Implied Equity Value 1,504.1Plus: Net Debt (96.9)Implied Enterprise Value $1,407.2



Special Dividend per Share $25.00 $25.00

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CV

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AC

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23


Existing Company Recapitalization of Alberto-Culver

New Debt

CashDividend

Cash

ACVShareholders

Alberto-Culver

47.5% Equity Interest in

Sally Holdings

CD&R

Alberto-Culver

NewACV

SBH

ACVShareholders

100%

• New ACV contains Alberto-Culver’s Consumer Businesses

• Sally Beauty Holdings (SBH) contains Sally Beauty Supply and Beauty Supply Group segments

• Alberto-Culver incurs $1.85 billion in debt

• CD&R acquires 47.5% equity interest in ACV (ex-Consumer)

• Alberto-Culver pays cash dividend to ACV shareholders (except Sponsor)

24


Spin-off of New ACV (Consumer) Pro-forma

• New ACV is spun-off to ACV shareholders

• Transaction is not viewed as “change of control” from IRS taxation perspective

• Pro forma for the transaction, ACV shareholders receive:

– 100% ownership in New ACV (Consumer)

– 52.5% interest in SBH stub equity

– Cash dividend of $25.00 per share

NewACV

CD&RACV Shareholders

SBH

52.5%100% 47.5%

-Culver

Alberto-Culver

Consumer Products

SBH

ACVShareholders

Equity Interest

100%

52.5%

Sally HoldingsNew ACVConsumer Products

SBH Sally HoldingsNew

ACV

25


New ACV Pro-Forma Capitalization SBH Pro-Forma Capitalization

LTM PF LTM3/31/06 6/30/06

Metrics:EBITDA $141.5Interest Expense 7.9Capital Expenditures 53.7

Credit Statistics:EBITDA / Interest 18.0x(EBITDA - CapEx) / Interest 11.2

Total Bank Debt / EBITDA --Total Debt / EBITDA 0.9

Debt / Total Capitalization 6.9%

Pro FormaPricing 6/30/06

Cash $220.4

Debentures 6.38% $120.0Other Debt 3.4Total Long-term Debt 123.4

Total Stockholders' Equity 1,653.0

Total Capitalization $1,776.4

Pro FormaPricing 6/30/06

Cash(1) $8.3

Capital Leases 1.5Senior Credit Facilities:

Senior ABL Facility L + 250 70.0Senior Term Loan A Facility L + 250 150.0Senior Term Loan B Facility L + 250 920.0

Senior Notes 9.25% 430.0Senior Subordinated Notes 10.50% 280.0Total Long-term Debt 1,851.5

Total Stockholders' Equity (875.1)

Total Capitalization $976.4

LTM PF LTM3/31/06 6/30/06

Metrics:EBITDA $273.2 $288.1EBITDAR 392.2 419.3Interest Expense 136.1 165.4Capital Expenditures 52.2 33.1

Credit Statistics:EBITDA / Interest 2.0x 1.7x(EBITDA - CapEx) / Interest 1.6 1.5

Total Bank Debt / EBITDA 4.2 4.0Total Debt / EBITDA 6.8 6.4

Adjusted Debt / EBITDAR(2) 7.1 6.9

Debt / Total Capitalization 189.6%

The transaction has created two separate and independent public companies and delivered a 21% increase in value to ACV Shareholders

____________________Note: Dollars in millions. Source: Offering Memorandum, merger proxy and Wall Street research.(1) Excludes $28.2 and $9.4 million of cash to be used to fund accrued and unpaid pre-closing SBH income taxes and specific unpaid non-operating liabilities,

respectively.(2) Adjusted debt equal to operating leases capitalized at 8x rent expense.

26

Alberto-Culver CompanyValue Creation

Sum of the Parts ValuationSBH and New ACV Trading

Performance

Premiums Analysis

____________________(1) 11/17/06 and 1/31/07 prices reflects sum of $25.00 special dividend and trading prices of SBH and New ACV.

NYSE QuoteNYSE Quote

Equity Value of highly leveragedSBH shares

Implied Equity Value of debt-freeNew ACV shares

One-time special dividend

$8.80

$22.87

$25.00

$56.67

ACH+18.6%

SBH+16.8%

Date Price Premium: Comments

1/31/2007 $56.67 --

1/16/2007 $56.02 --

11/17/2006 $54.29 3.2% 1st Trading Day

6/19/2006 $47.61 17.7% Post CD&R Ann.

6/16/2006 $46.68 20.0% Pre-CD&R Ann.

4/5/2006 $44.11 27.0% Withdrew Regis Deal

1/10/2006 $46.55 20.3% Ann. of Regis Deal

1/2/2006 $45.75 22.4% Start of 2006

80.0%

90.0%

100.0%

110.0%

120.0%

130.0%

140.0%

11/13/2006 11/28/2006 12/14/2006 12/30/2006 1/15/2007 1/31/2007

A

80.0%

90.0%

100.0%

110.0%

120.0%

130.0%

140.0%

11/13/2006 11/28/2006 12/14/2006 12/30/2006 1/15/2007 1/31/2007

A

When-Issued Trading

Price Indexed to 100%

presentation to: university of illinois finance 321 prof. stephen d’arcy february 7, 2007

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