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Environmental Risk Communications, Inc.

   2012 Capabilities




                           Contact:

                      Ryan Lafrenz
                     (415) 982-3100

                      www.erci.com




CONFIDENTIAL
               © 2012 Environmental Risk Communications, Inc.
2   ERCI Background

    Who
    Wh we are and what we d
                d h t     do
     Provide environmental liability management software solutions
     Develop advanced decision analysis and strategic planning for individual
     sites and portfolios of environmental liabilities
     Perform tracking and detailed financial analysis of environmental
     counterparties
     Products and services include:
        Defender™ (Remedy & Portfolio)
        Historical And Legacy Operations (HALO) Database
        Site Strategic Planning
        Financial Assurance Monitoring
     Representative Clients




                                                     © 2012 Environmental Risk Communications, Inc.
3   Product and Service Offerings

                 Defender™ is ERCI’s principal software tool, built for efficient and auditable cost engineering
                 and management of environmental liabilities. Key features include probabilistic cost estimating,
                 reserve forecasting, decision analysis, and watch list calculation for single sites and portfolios.
    Defender™    Our software users have found that environmental reserve audits, project manager transitions,
                 budgeting, and reserve validation are all easier when using Defender™. Better decisions,
                 improved capital and environmental stewardship, more informed stakeholders, and retained
                 portfolio k
                    tf li knowledge h
                               l d    have b
                                           been iimproving our clients’ b tt
                                                        i        li t ’ bottom lines since 1994.
                                                                                  li    i    1994




                 ERCI’s HALO database provides long-term storage for institutional knowledge about past and
      HALO       future environmental liabilities. Historical spending, decisions, past strategies, counterparties,
                 PRP allocations, and other site background are stored. Key benefits include shortened future
                       ll   ti      d th      it b k         d      t   d K    b    fit i l d h t        df t
    Database     response times, higher reliability in responding to regulatory notices, PRP group invoices, press
                 attention, and environmental reserve audits.




                 Our f l
                     facilitated approach to complex, h h
                               d        h         l    high-cost environmental remediation projects h h l d
                                                                              l     d                has helped
                 our clients:
        Site         Understand escalation risks
     Strategic       Know financial impact of a strategy or project decision
                     Archive site at decision phase gates using standardized data points (e.g., past strategies /
     Planning        spending, site history, regulatory status, and source-receptor pathway conceptual model)
                     Develop key performance metrics and end state vision



                 Using Dun & Bradstreet’s credit scores and USEPA’s ability to pay models, ERCI pioneered a
     Financial   tracking process used by Fortune 500 companies and CERCLA sites’ common counsel to
                 understand and document the counterparty (bankruptcy). Through objective metrics and
    Assurance    enforcement, ERCI has prevented losses to PRP groups and former site owners. We prevent
    Monitoring   cost reallocation by ensuring that all PRPs are guaranteed by a viable corporate entity or
                 guaranty instrument at all times.


                                                                     © 2012 Environmental Risk Communications, Inc.
4    Defender™


               Environmental Liability Management Software
                                            Reserve Forecasting
                                       Probabilistic Cost Estimating
                                             Decision Analysis
                                    Reporting and Business Planning



    Defender User Needs
     Compliance – Documentation of site-specific liabilities and recoveries, along with significant
     probabilities to calculate reserves as expected values
     Consistency – Uniform testing of future costs under new GAAP ASC 410 criteria; quantification of
     project-specific issues, alternatives, and desired outcome; timing and nature of liability settlement,
     reopeners and cost recoveries; counterparty risk(s)
     Accuracy – Delineation between environmental remediation liability, asset retirement obligation,
     operating expenses, and capitalized environmental compliance costs; differentiation between
     budgets, reserves, and lifecycle cost-to-close; separation of reimbursements, and future possible
     reserve increases (“watch list”); alignment to enterprise software (e.g., SAP, Oracle, JDE)
     Clarity – Project issues, risks, and decisions; reserve increase trigger points, comparison of
     scenarios
     Speed – Respond to any audit concerns promptly
     Low-risk Deployment – Use off-the-shelf technology, minimize cost, have high flexibility in
     customizing the system, low / no learning curve for software



                                                                      © 2012 Environmental Risk Communications, Inc.
5   Defender™




                © 2012 Environmental Risk Communications, Inc.
6    Historical And Legacy Operations (HALO)

    Needs answered by HALO
     Store select parameters (e.g., sunk costs, decisions, contracts, consent decrees, guarantees, etc.)
     Prevent “project reset” costs (e.g., deep dive to file rooms, entrenched / legacy consultants)
     Survive turnover and transitions
     Balance “knowledge is power” with current information saturation
     Apply best practices and lessons learned to prevent new liabilities



    What is environmental program institutional knowledge?
     Regulatory Compliance – When and how were the cleanup goals set? Why are we involved in this
     CERCLA multiparty cleanup project?
     Cost History – What are transactional costs for this site? Any trends over the last five years? Are all
     de minimis and insurance recovery projects complete? When was our allocation adjusted? When did
     trust funds run out? Did we cash out of this site already? Which legacy entities?
     Transaction / Counterparty Knowledge – When and how did we transfer a facility to a successor
     owner? Any reopener terms for the environmental costs? When and how did we acquire this facility
     from a previous owner? Any provisions for taking back property, or the liability reverting back to us?
     Property Knowledge – Wh owned th site? Is it being redeveloped?
     P     t K    l d     Who    d the it ? I     b i     d   l   d?
     Remediation Knowledge – Did we survey for asbestos and USTs already? Which landfill was used
     for soil disposal? Where did we get the import backfill?
     Project Manager Notes – What correspondence took place with other PRPs, stakeholders, or
     common counsel? Which documents should be reviewed? What was the timeline of this project?
     Were any action items completed? Is there any, otherwise undocumented, information?



                                                                      © 2012 Environmental Risk Communications, Inc.
7   Historical And Legacy Operations (HALO)

                             What Liability
                               Exists?



             Regulatory                          Project Manager
              History                                 Notes




         Remediation
          Knowledge                                       Cost History




                                              Transaction /
                  Property                    Counterparty
                 Knowledge                     Knowledge
                                                    l d


                                                © 2012 Environmental Risk Communications, Inc.
8    Site Strategic Planning

    What i i
    Wh t is in a Site Strategic Plan (SSP)?
                 Sit St t i Pl
     Documentation of how we got here, what we have
     tried, and what has been spent to date
     What problems remain today?
     What options are available today?
     What it will take to work?
     What risks will be left?




    Why is this work useful?
      y
     Provides enduring, flexible reference for people new to a site’s liabilities
     Provides assurances that the current level of site and strategy documentation will
     endure changes in site ownership, contractor resources, and employee turnover
     Confirms
     Confi ms that management can articulate a singular strategy for answering the short-
                                     a tic late sing la st ateg fo ans e ing       sho t
     and long-term risks to successfully extinguishing the liability
     Stores any significant ideas to improve the cost, quality, pace, sustainability, and
     finality of a given site’s strategy
     Explains if counterparties pose a significant risk t the strategy
     E l i           t     ti           i ifi    t i k to th t t



                                                               © 2012 Environmental Risk Communications, Inc.
9   Site Strategic Planning




                              © 2012 Environmental Risk Communications, Inc.
10    Financial Assurance Monitoring

     What need does Financial Assurance (FA) Monitoring meet?
      All environmental liabilities involve counterparties, whether they are former or successor owners of a
      facility, insurers, neighbors, or disposal sites – Not every counterparty has a material allocation or
      financial depth to share costs, but some counterparties are in transition from viability to dissolution
      Our FA Monitoring service efficiently:
          Watches for credit downgrades, changes to corporate structures, bankruptcy filings, and other
          triggers
          Tests all PRPs against common financial reference points, and justifies pre-bankruptcy cashouts
          or weaker PRPs
          Provides the “probability of default” needed for FASB 157f calculations of counterparty risks
          Anticipates PRP reallocation due to bankruptcies



     Key b
     K   benefits:
             fit
      Enables clients to passively track the
      financial health of unrelated entities /
      properties and anticipate risks
      At CERCLA sites prevention of cost
                  sites,
      escalations due to peer bankruptcies
      Proactively allows steps to be taken prior
      to CERCLA 104(e) inquiries and proposed NPL
      listings




                                                                       © 2012 Environmental Risk Communications, Inc.
11      Financial Assurance Monitoring
 How would Financial Assurance
 Monitoring help my company?


     Identify weak and weakening
     counterparties
     Document moment when
     counterparty passes into the
     riskiest “bottom 10%” of
                                                        When does Financial Assurance
     companies
                                                           Monitoring add value?
     Provide a validated “probability
     of default” for FASB 157f
     determinations of counterparty
                                                         Your company is a Potentially
     risks
                                                         Responsible Party (PRP) at a site
     Provide a deadline and
                                                         with future costs >$5 million
     discount basis for cashing out a                                                             What does Financial Assurance
                                                         Any single counterparty (PRP)’s
     counterparty from an                                                                              Monitoring entail?
                                                         share of the future costs exceeds
     environmental liability
                                                         $1 million
                                                         There are more than five
                                                                                                     ERCI evaluates each
                                                         counterparties named at the site
                                                                                                     counterparty’s financials
                                                         Remediation of the site –
                                                                                                     monthly
                                                         including O&M – will not be
                                                                                                     If a counterparty fails the
                                                         finished for ten years
                                                                                                     tests, ERCI recommends cash
                                                         Agency financial assurance
                                                                                                     out negotiations or requests
                                                         obligations are likely / active
                                                                                                     additional financial assurance
                                                                                                     (e.g.
                                                                                                     (e g letter of credit, surety
                                                                                                                    credit
                                                                                                     obligation, parent guaranty)
                                                                                                     ERCI provides quarterly
                                                                                                     updates to the PRP group,
                                                                                                     indicating the financial status
                                                                                                     of each PRP
                                                                                                     Cost to monitor a 12-party PRP
                                                                                                                            p y
                                                                                                     group is $12,000 / annually




1 Dun   and Bradstreet (D&B) Financial Stress Model, “Incidence of Financial Stress”         © 2012 Environmental Risk Communications, Inc.
12   ERCI Payback Period


 Payback Period
 of Initial Cost


        9 months
                                                                   HALO

                                          Defender


        4 months              Watchlist



                        SSP

         1 month




                   1 month       4 months                     9 months

                                Time to Deliver

                                            © 2012 Environmental Risk Communications, Inc.

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ERCI 2012 Capabilities Summary

  • 1. Environmental Risk Communications, Inc. 2012 Capabilities Contact: Ryan Lafrenz (415) 982-3100 www.erci.com CONFIDENTIAL © 2012 Environmental Risk Communications, Inc.
  • 2. 2 ERCI Background Who Wh we are and what we d d h t do Provide environmental liability management software solutions Develop advanced decision analysis and strategic planning for individual sites and portfolios of environmental liabilities Perform tracking and detailed financial analysis of environmental counterparties Products and services include: Defender™ (Remedy & Portfolio) Historical And Legacy Operations (HALO) Database Site Strategic Planning Financial Assurance Monitoring Representative Clients © 2012 Environmental Risk Communications, Inc.
  • 3. 3 Product and Service Offerings Defender™ is ERCI’s principal software tool, built for efficient and auditable cost engineering and management of environmental liabilities. Key features include probabilistic cost estimating, reserve forecasting, decision analysis, and watch list calculation for single sites and portfolios. Defender™ Our software users have found that environmental reserve audits, project manager transitions, budgeting, and reserve validation are all easier when using Defender™. Better decisions, improved capital and environmental stewardship, more informed stakeholders, and retained portfolio k tf li knowledge h l d have b been iimproving our clients’ b tt i li t ’ bottom lines since 1994. li i 1994 ERCI’s HALO database provides long-term storage for institutional knowledge about past and HALO future environmental liabilities. Historical spending, decisions, past strategies, counterparties, PRP allocations, and other site background are stored. Key benefits include shortened future ll ti d th it b k d t d K b fit i l d h t df t Database response times, higher reliability in responding to regulatory notices, PRP group invoices, press attention, and environmental reserve audits. Our f l facilitated approach to complex, h h d h l high-cost environmental remediation projects h h l d l d has helped our clients: Site Understand escalation risks Strategic Know financial impact of a strategy or project decision Archive site at decision phase gates using standardized data points (e.g., past strategies / Planning spending, site history, regulatory status, and source-receptor pathway conceptual model) Develop key performance metrics and end state vision Using Dun & Bradstreet’s credit scores and USEPA’s ability to pay models, ERCI pioneered a Financial tracking process used by Fortune 500 companies and CERCLA sites’ common counsel to understand and document the counterparty (bankruptcy). Through objective metrics and Assurance enforcement, ERCI has prevented losses to PRP groups and former site owners. We prevent Monitoring cost reallocation by ensuring that all PRPs are guaranteed by a viable corporate entity or guaranty instrument at all times. © 2012 Environmental Risk Communications, Inc.
  • 4. 4 Defender™ Environmental Liability Management Software Reserve Forecasting Probabilistic Cost Estimating Decision Analysis Reporting and Business Planning Defender User Needs Compliance – Documentation of site-specific liabilities and recoveries, along with significant probabilities to calculate reserves as expected values Consistency – Uniform testing of future costs under new GAAP ASC 410 criteria; quantification of project-specific issues, alternatives, and desired outcome; timing and nature of liability settlement, reopeners and cost recoveries; counterparty risk(s) Accuracy – Delineation between environmental remediation liability, asset retirement obligation, operating expenses, and capitalized environmental compliance costs; differentiation between budgets, reserves, and lifecycle cost-to-close; separation of reimbursements, and future possible reserve increases (“watch list”); alignment to enterprise software (e.g., SAP, Oracle, JDE) Clarity – Project issues, risks, and decisions; reserve increase trigger points, comparison of scenarios Speed – Respond to any audit concerns promptly Low-risk Deployment – Use off-the-shelf technology, minimize cost, have high flexibility in customizing the system, low / no learning curve for software © 2012 Environmental Risk Communications, Inc.
  • 5. 5 Defender™ © 2012 Environmental Risk Communications, Inc.
  • 6. 6 Historical And Legacy Operations (HALO) Needs answered by HALO Store select parameters (e.g., sunk costs, decisions, contracts, consent decrees, guarantees, etc.) Prevent “project reset” costs (e.g., deep dive to file rooms, entrenched / legacy consultants) Survive turnover and transitions Balance “knowledge is power” with current information saturation Apply best practices and lessons learned to prevent new liabilities What is environmental program institutional knowledge? Regulatory Compliance – When and how were the cleanup goals set? Why are we involved in this CERCLA multiparty cleanup project? Cost History – What are transactional costs for this site? Any trends over the last five years? Are all de minimis and insurance recovery projects complete? When was our allocation adjusted? When did trust funds run out? Did we cash out of this site already? Which legacy entities? Transaction / Counterparty Knowledge – When and how did we transfer a facility to a successor owner? Any reopener terms for the environmental costs? When and how did we acquire this facility from a previous owner? Any provisions for taking back property, or the liability reverting back to us? Property Knowledge – Wh owned th site? Is it being redeveloped? P t K l d Who d the it ? I b i d l d? Remediation Knowledge – Did we survey for asbestos and USTs already? Which landfill was used for soil disposal? Where did we get the import backfill? Project Manager Notes – What correspondence took place with other PRPs, stakeholders, or common counsel? Which documents should be reviewed? What was the timeline of this project? Were any action items completed? Is there any, otherwise undocumented, information? © 2012 Environmental Risk Communications, Inc.
  • 7. 7 Historical And Legacy Operations (HALO) What Liability Exists? Regulatory Project Manager History Notes Remediation Knowledge Cost History Transaction / Property Counterparty Knowledge Knowledge l d © 2012 Environmental Risk Communications, Inc.
  • 8. 8 Site Strategic Planning What i i Wh t is in a Site Strategic Plan (SSP)? Sit St t i Pl Documentation of how we got here, what we have tried, and what has been spent to date What problems remain today? What options are available today? What it will take to work? What risks will be left? Why is this work useful? y Provides enduring, flexible reference for people new to a site’s liabilities Provides assurances that the current level of site and strategy documentation will endure changes in site ownership, contractor resources, and employee turnover Confirms Confi ms that management can articulate a singular strategy for answering the short- a tic late sing la st ateg fo ans e ing sho t and long-term risks to successfully extinguishing the liability Stores any significant ideas to improve the cost, quality, pace, sustainability, and finality of a given site’s strategy Explains if counterparties pose a significant risk t the strategy E l i t ti i ifi t i k to th t t © 2012 Environmental Risk Communications, Inc.
  • 9. 9 Site Strategic Planning © 2012 Environmental Risk Communications, Inc.
  • 10. 10 Financial Assurance Monitoring What need does Financial Assurance (FA) Monitoring meet? All environmental liabilities involve counterparties, whether they are former or successor owners of a facility, insurers, neighbors, or disposal sites – Not every counterparty has a material allocation or financial depth to share costs, but some counterparties are in transition from viability to dissolution Our FA Monitoring service efficiently: Watches for credit downgrades, changes to corporate structures, bankruptcy filings, and other triggers Tests all PRPs against common financial reference points, and justifies pre-bankruptcy cashouts or weaker PRPs Provides the “probability of default” needed for FASB 157f calculations of counterparty risks Anticipates PRP reallocation due to bankruptcies Key b K benefits: fit Enables clients to passively track the financial health of unrelated entities / properties and anticipate risks At CERCLA sites prevention of cost sites, escalations due to peer bankruptcies Proactively allows steps to be taken prior to CERCLA 104(e) inquiries and proposed NPL listings © 2012 Environmental Risk Communications, Inc.
  • 11. 11 Financial Assurance Monitoring How would Financial Assurance Monitoring help my company? Identify weak and weakening counterparties Document moment when counterparty passes into the riskiest “bottom 10%” of When does Financial Assurance companies Monitoring add value? Provide a validated “probability of default” for FASB 157f determinations of counterparty Your company is a Potentially risks Responsible Party (PRP) at a site Provide a deadline and with future costs >$5 million discount basis for cashing out a What does Financial Assurance Any single counterparty (PRP)’s counterparty from an Monitoring entail? share of the future costs exceeds environmental liability $1 million There are more than five ERCI evaluates each counterparties named at the site counterparty’s financials Remediation of the site – monthly including O&M – will not be If a counterparty fails the finished for ten years tests, ERCI recommends cash Agency financial assurance out negotiations or requests obligations are likely / active additional financial assurance (e.g. (e g letter of credit, surety credit obligation, parent guaranty) ERCI provides quarterly updates to the PRP group, indicating the financial status of each PRP Cost to monitor a 12-party PRP p y group is $12,000 / annually 1 Dun and Bradstreet (D&B) Financial Stress Model, “Incidence of Financial Stress” © 2012 Environmental Risk Communications, Inc.
  • 12. 12 ERCI Payback Period Payback Period of Initial Cost 9 months HALO Defender 4 months Watchlist SSP 1 month 1 month 4 months 9 months Time to Deliver © 2012 Environmental Risk Communications, Inc.