【正文】 avoid ―twointhebox‖ leadership for integration planning and execution unless absolutely necessary ? Set out synergy goals and objectives, to prioritize activities and provide a baseline for performance tracking ? Manage market expectations carefully. Set conservative dollar targets with a time frame that acmodates unforeseen circumstances ? Keep strong, explicit focus on key customer retention and service with teeth (., measurement and tracking) ? Maintain open and timely munications with employees to ensure understanding and retention ? Conduct decentralized merger Integration guided forcibly via — Clear guiding principles — Overall framework and tools for integration — Reporting standards ? Establish a strong central Integration office and decentralized Integration teams with corporatewide perspectives on — Results — Project status — Risk — Lead role on internal/external munications ? Instill robust, welldefined processes to ensure objective and timely risk and interdependency tracking Sense of Urgency TopLevel Leadership Selected Quickly Clear Synergy Goals Manage Market Expectations Explicit Focus on Customers Open, Timely and Consistent Communications Decentralized Merger Integration Strong Central Integration Office WellDefined Processes . Kearney 4/1375C/Merger Integration 1083 19 _Macros 14 Source: . Kearney39。 Datastream 29%14%57%Higher No change Lower 100% = 230 panies Only 29% of Companies Realize an Increase in Aggregate Profitability Performance relative to industry average 10% 11% 21% 18% 17% 23% 15% 25% +15% +25% Top Performing Mergers Under performance Outperformance Number of panies Industry average Only 42% of Companies Outperform Their Peers in Shareholder Value(1) 42% 58% . Kearney 4/1375C/Merger Integration 1083 19 _Macros 11 Top performers across most industries can create significant shareholder value Creation of Shareholder Returns Erosion of Shareholder Returns Note: (1) Total shareholder returns percentage over/under performance relative to industry index in the timeframe between 3 months before and 24 months after merger announcement。 adherence facilitates a fair and robust decision making process Project Risk Prioritization Risk Identification Risk Categorization Project Prioritization — Business Criticality And Size Business Criticality — how much does it matter if the project does not meet its objective? ?A = Incremental benefit but current processes will suffice ?B = Supports strategy but manageable impact if project fails/delayed ?C = Important to the strategy with significant impact if project fails/delayed ?D = Critical impact/must keep up with petitors/cannot continue business Complexity High Low High D C B A A B C D Business Criticality Project 2 Project 3 Project 6 Project 1 Project 4 Project 5 R ef P ro ject Area P remileston eMileston eP os t m ileston e1 Data co nversio n p roc ess2 Data vo lum es/sizing3 Ope ratio ns cha nge s4 Systems cha nge s5 Test plans/test execut ion6 C on ting enc y p lans7 Staffing and resou rces8 C on tro ls and stand ards9 Metrics and benchm arking10 Training /edu catio n11 C ro ss p roj ect mu nicatio ns12 C us tom er impa ct13 P ro blem repo rting/ escalationMany issues are closed by making assumptions Risks Assumptions Issues Project Plans Risk Plans Issues are open questions Unstable/sensitive assumptions create risks Significant risks need to be managed Issues, Assumptions And Risks Are Inherent In The Project Plans Risk Reduction Red Amber Green Merger Risk Profile Now Future Green Amber Red Time Criticality Illustrative Challenges Decision Making Planning/ Execution Reporting Benefits of Proactive Risk Management ? Cross anizational input and dedicated facilitation ensures objective input ? Milestone risks associated with decision timing are derived from processwide initiatives ? Risk process highlights resource vulnerabilities. Sense of urgency associated with the process forces discussions and actions ? Proactive management and facilitation objectively evaluates all munication risks. Forum offers participants a chance to agree or disagree ? Concise updates focused on crossanizational risks direct attention where it is needed ? Clear assignment of risk ownership and action responsibilities eliminate confusion . Kearney 4/1375C/Merger Integration 1083 19 _Macros 24 Realizing Integration Synergies . Kearney 4/1375C/Merger Integration 1083 19 _Macros 25 To assess and achieve their synergies, all teams can leverage a number of . Kearney’s proven methodologies and tools as appropriate Streamlining the Organization Reducing Purchased Costs Objectives: Focus Areas: Methodology and Tools ?Determine management and governance structure ?Integrate offices ?Align HR policies and procedures ?Finance / Accounting ?Legal / Regulatory ?IT ?HR ?Corporate Center Rationalization ?Leverage corporate spend ?Leverage purchasing volumes ?Direct materials ?Purchased services ?Indirect materials ?Capital expenditures ?Strategic Sourcing ?ESourcing (eBreviate) ?Market exchange strategy (LSN) Supporting Methodologies and Tools Increasing Sales Force Effectiveness ?Increase revenue productivity of sales force ?Increase knowledge and valueadded selling capabilities ?Explore channel leverage (., Dealer /Reseller work) ?Sales force effectiveness ?Crossselling ?Sales Force Effectivenes