Solera

Story Highlights:
Identifix develops proprietary data-driven digital systems and applications that help
automotive repair professionals to diagnose and repair vehicles efficiently, accurately
and profitably.The acquisition will enable Solera to strengthen its SMR business in the
U.S. and introduce the Identifix platform to the global automotive industry.
The acquisition will also signal an accelerated focus on further expanding and
connecting Solera's risk and asset management platform.
Solera Holdings, Inc. (NYSE: SLH) today announced it has entered into a definitive
agreement to acquire 100% ownership of Identifix, an industry leading data-driven
software-as-a-service company within the $8 billion vehicle service, maintenance and
repair ("SMR") total addressable market. Identifix builds proprietary databases, proven
workflow solutions and expert crowd-sourced experiences that help mechanical repair
shops and auto dealers increase their efficiency, profitability and customer loyalty.

Solera purchased 50% of Identifix in November 2013 in connection with its Service
Repair Solutions ("SRS") joint venture with Welsh Carson Anderson & Stowe ("WCAS").
Solera subsequently expanded its vehicle lifecycle footprint with the acquisitions of
automotive service and customer relationship management ("CRM") software
companies AutoPoint (acquired from the SRS joint venture in April 2014), Service
Dynamics and DMEautomotive. Today, Solera's comprehensive SMR platform covers
over 50,000 rooftops and is utilized by more than 275,000 auto technicians to process
more than one million SMR events each week.
Transaction Terms
The equity purchase agreement provides that Solera will purchase the remaining SRS
joint venture interests from WCAS for a purchase price of approximately $594.8 million
in cash plus WCAS's approximate share of SRS's present cash balance, which share is
$25,000,000. This amount equals 2.25x WCAS's invested capital in SRS. Based on
Solera's initial investment in the SRS joint venture, its purchase of AutoPoint from the
joint venture, and the purchase of the remaining SRS joint venture interests from WCAS,
the total SRS purchase price is approximately 16.0x the Adjusted EBITDA for SRS and
AutoPoint for the twelve months ended March 31, 2015. Given the potential core growth
opportunities of this strategic and profitable asset, as well as further potential synergies

with the Digital Garage, Solera views a 16.0x purchase price to Adjusted EBITDA
multiple as an effective use of capital. Solera also expects that the purchase price to
Adjusted EBITDA multiple will decrease based upon the Adjusted EBITDA of SRS and
Autopoint for the fiscal years ended June 30, 2015 and 2016.
The purchase price was negotiated with WCAS and was not determined based on the
existing "call option" formula (which, if exercised by Solera, requires Solera to purchase
100% of WCAS's SRS joint venture interests at a price of 3.0x WCAS's invested capital)
or "put option" formula (which, in defined intervals or upon specified events, permits
WCAS to sell all or portions of its SRS joint venture interests to Solera at either 2.0x
WCAS's invested capital or the greater of 2.0x WCAS's invested capital and 15.0x
SRS's trailing EBITDA, in each case multiplied by the purchased interests) provided in
the stockholders agreement governing the SRS joint venture.

About Solera
Solera is a leading provider of risk and asset management software and services to the
automotive and property marketplace, including the global P&C insurance industry.
Solera is active in over 75 countries across six continents. The Solera companies
include: Audatex in the United States, Canada, and in more than 45 additional countries;
HPI, CarweB and CAP Automotive in the United Kingdom; Informex in Belgium and
Greece; Sidexa in France; ABZ and Market Scan in the Netherlands; Hollander serving
the North American recycling market; AUTOonline providing salvage disposition in a
number of European and Latin American countries; IMS providing medical review
services; Explore providing data and analytics to United States property and casualty
insurers; Identifix, providing solutions for the service, maintenance and repair ("SMR")
market; AutoPoint and DMEautomotive, providing data-driven tools to enhance SMR
experiences and facilitate customer retention and marketing solutions for the retail
automotive industry; and I&S, a provider of software and business management tools,
third-party claims administration, first notice of loss and network management services
to the U.S. auto and property repair industries, specializing in glass claims. For more
information, please refer to the Solera's website at http://www.solerainc.com.

Mission 2020
Adjusted Revenue
Adjusted EBITDA

$ 50 0
M il l io n
Drive
for 35%
---------

$2B Revenue and $840M Adjusted EBITDA

$540

$193

$558
$217

$685
$307

$272

35.7%

38.9%

43.1%

FY08

FY09

F Y 10

FY15-20 Rev: 12%CAGR2

FY15-20 Adj EBITDA: 13% CAGR2

---------

--------$631

$2,000

Mission 2020
announced

R o ad to
$ 1 B il l io n

Strive
for 37.5%
---------

---------

44.8%
F Y 11

$790
$357

45.2%
F Y 12

$987

$838

$415

$371

44.3%

$1,130
$840
$457

42.0%

F Y 13

F Y 14

40.4%
F Y 151

42.0%
.....

F Y 20 2

Asset & Risk Management

$29B
TAM

1 Fiscal year 2015 Revenue and Adjusted EBITDA performance equal to the midpoint of our Revenue and Adjusted EBITDA guidance ranges.
2 Assumes the full achievement of Revenue and Adjusted EBITDA targets established by Mission 2020.
.

Soleras Risk & Asset Management for the Household

Insurers, OEMs,
Fleets & More
Customers

Buy/ Sell

Finance

$1.13B Revenue 1
$457M Adj. EBITDA 1
12.4% Five-Year
Revenue CAGR2

Insure

Owners

Service, Maintenance
& Repair (SMR)

End of Life
Total Loss / Salvage

Solera is a leading provider of risk & asset management software and services to the global
automotive and property marketplace, including the global P&C insurance industry

1 Assumes Revenue and Adjusted EBITDA performance equal to the midpoint of our Revenue and Adjusted EBITDA guidance range.
2 Assumes fiscal year 2015 revenue performance equal to the midpoint of fiscal year 2015 guidance.

Risk & Asset Management: Delivering vertical contact today with emerging horizontal content
Buy/ Sell

Fast & Accurate Data

Total
Solera

Finance

Insure

Motor
Claims

SMR

Recycle

Driver
Behavior

Owners

SMR

Connected

Customers

$281M (+17.2%)

Revenues

+5.4%

Monitor

+2.6%

+8.3%

+11.0%

41.2%

$29B

$7B

$4B

$8B

Adjusted
EBITDA Margin

Work flow

230 Million

Insurers

Transactions

Organic
Revenue

Transparent

Time & Money

Life cycle

TAM
Diagnostic

Second Life

Horizontal Content

Do It Different with the Digital Garage

All USD figures are calculated on an actual currency basis and are 3Q15; all growth and margin rates are calculated on a constant currency basis.

12 Month View of Claim Trends Shows New Services Continue to Outpace Claim Volume Declines
FY13
Motor Claims
Rev.

30%

Non-Claims
Rev. Mix

Market Type Revenue Mix

FY14

+3.6%1
YoY

+4.8%1
YoY

+3.8%1
Total
YoY

37%

70%

+3.8%1
YoY

YoY Growth %

+4.4%1
Total
YoY

+2.2

84.0%

FY13

YoY Growth %

63%

15.0% 1.0%
+2.7

+10.1 +56.7

85.0%

FY14

+4.3%1
YoY

+10.9 +36.3

Advanced

13.0% 2.0%

Evolving

Emerging

Motor Claims
(Advanced Markets)

Revenue per Claim

$26.00

3.2

RpC

3.2

3.2

3.1

3.30

3.2

Motor Claims (m)

3.1
3.0

3.1

3.0

3.10
2.90

$24.00
$22.00

2.70

3QFY13

4QFY13

1QFY14

2QFY14

3QFY14

4QFY14

1QFY15

2QFY15

1. All growth rates are calculated on a constant currency basis. Motor Claims RpC Trend figures calculated on constant currency basis.

3QFY15

2.50

Motor Claims (in millions)

$28.00

RpC
6.3%
YoY 3Q

Motor Claims

2.6%
YoY 3Q

10

Soleras Risk & Asset Management Platform

6X

$29B
TAM

$4B

TAM Expansion since 07

Opens the Household

$8B
$2B

$5B
$4B

Collision
&
Salvage

$2B

$4B

Property

Valuation

Parts
SMR

Glass

DISRUPT

Driver

DIVERSIFY

45%

Extend core competencies (data,

applications and networks) across the
ownership lifecycl

4%

Disrupt the market by connecting

our platforms and enabling the
digital lifestyles of our customers
customer.

55%

LEVERAGE
Integrate horizontal data and services
from vertical businesses
across platforms

96%

11

From the Claim to Risk and Asset Management for the Household
1B+
Car Parc

$23.27
3QFY15 RpC
Advanced
Markets

74M

HOUSEHOLD
$29B TAM

$3.76
$3.17

New Cars Produced

$2.67

Global Auto

Garage
$21B TAM
Collision & Salvage: $5B
Service, Maintenance, Repair: $8B
Parts: $4B
Glass: $2B
Valuation: $2B

New Cars Produced Source: IHS Automotive, J une 2014 update

230

33

Million

Transactions
processed
each year

Million

Claims
processed
each year

Owner
$4B TAM

RpHH
Advanced
Markets

Property
$4B TAM

otorClaims(MC)RevenueNonClaimsRevenueRevenueper
Household(RpHH)
RevenueperClaim(RpC)OrganicRevenue
ConstantCurrency
TotalAddressableMarketorTAM

GlossaryofTerms
RevenuederivedfromvehiclecollisionclaimsTotalrevenuelessMCrevenueTotal
Annualizedrevenueinadvancedmarketsdividedbynumberofhouseholdsinadvanced
markets
MCrevenueinadvancedmarketsdividedbynumberofMCsinadvancedmarkets
Constantcurrencytotalrevenueexcludingtheincrementalrevenuefrombusinesses
acquiredsincethesameperiodfromtheprioryear
Theeffectsonourresultsthatareattributedtochangesinforeigncurrencyexchange
rates,bymeasuringtheincrementaldifferencebetweentranslatingthecurrentandprior
periodresultsatthemonthlyaverageratesforthesameperiodfromtheprioryear.
Totalsizeofaverticalmarketbytheyear2020basedon(i)astudybyaleading
consultingfirmcommissionedbySoleraand(ii)managementestimates.

AdvancedMarkets
EvolvingMarkets

GlossaryofTerms

 Automatedclaimsprocessingiswidespreadamongindustryparticipants Vehicleinsuranceis
generallygovernmentmandatedandaconditiontoobtainingvehiclefinancing Numberofcars
ontheroad(carparc)growingatalowerraterelativetoothermarkettypes
AdvancedMarketsincludeNorthAmericaandWesternEurope
Increasingadoptionfrommanualclaimsprocessingtodigitizedclaimsprocessing;limiteduse
ofautomatedclaimsprocessingbyindustryparticipants
Higheraccidentfrequenciesthanadvancedmarkets Growingadoptionofgovernmentmandated
vehicleinsuranceandinsuranceasaconditiontovehiclefinancing Sizeofcarparcincreasing
Marketsaremotorclaimscentric EvolvingMarketsincludeLatinAmericaandCentraland
EasternEurope
Insurancecompaniesfocusedonunderwritingpoliciesandestablishingmarketshare
Substantialmajorityofclaimsaremanuallyprocessed;significantopportunityforindustry
participantstoincrease
operationalefficiencythroughtheadoptionofautomatedclaimsprocessing Earlystage
adoptionofgovernmentmandatedvehicleinsuranceandinsuranceasaconditiontovehicle
financing. Thehighestaccidentfrequenciesamongthethreemarkettypes. Sizeofcarparc
increasingatthefastestrateamongthethreemarkettypes. Marketsaremotorclaimscentric
EmergingMarketsincludeChina,IndiaandMorocco

EmergingMarkets
14