eMerger Collaborative Merger Integration & Management Solution April 2001 v1.0

2 Employees Question Job Security Customers Require Delivery Assurance Suppliers Require Future Role Certainty Shareholders Demand Economic Growth eMERGER ENABLES EARLY DECISIONS ABOUT FUTURE STRATEGY TO ABATE STAKEHOLDER CONCERNS THROUGHOUT THE PRE- AND POST- MERGER PROCESS Introduction...

3 eMERGER PROVIDES THE IGNITION TO JUMPSTART POST-INTEGRATION MERGER ACTIVITY IN THE PRE-CLOSE DAYS SUCCESSFUL MERGERS HAVE SOMETHING IN COMMON...SPEED TO COMPLETION Pre-Close Design Create hypotheses by synergy type Quantify potential synergy impact Identify workload drivers Quantify synergy opportunities Pre-Close Design Develop Org Structure Baseline Headcount Develop P&L and Budget Identify Integration Issues and Tasks Day 1 Implement integration and synergy workplan Focus on post-closing day tasks Validate synergy hypotheses Pre-Close Design Conduct Activity Mapping Develop Checklists Identify Integration Issues and Tasks Conduct Brainstorming Sessions CLOSE Enables confidential data collection in common templates Limits each company ’ s access to only its own data Tracks integration and synergy tasks for PMI Provides merged data of both companies Provides on-going data collection Enables synergy tracking eMerger Introduction... Post-Close Integration Submit data and provide reports to validate synergy hypotheses

4 eMERGER ENABLES DATA COLLECTION, ANALYSIS AND REPORTING ACROSS GEOGRAPHICALLY DISPERSED LOCATIONS Introduction... As data is scattered and inconsistent over multiple locations, eMerger enables access from any location eMerger’s password protection ensures secure access and change control Standard templates provide consistent, comparable data that can be aggregated Pre-merged company data is strictly separated through the use of separate sites to prevent leakage of proprietary data

5 eMERGER CAPTURES FINANCIAL DATA TO FACILITATE EARLY DECISION MAKING ABOUT FUTURE STRATEGY THROUGH BASELINE TRACKING, SYNERGY TRACKING, AND PROGRAM MANAGEMENT Baseline TrackingSynergy TrackingProgram Management Operational BaselineFinancial Baseline Industrial Logistics Product Planning /Product Development Purchasing IS / IT Sales Finance HR Commercial More … P&L by Brand Cash Flow by Brand Balance Sheet by Brand By Function … Headcount Actuals By Function By Level Headcount Tracking Synergy Tracking Financials (Targets and Actuals P&L Cash Flows Balance sheet by brand Synergy Target by function and project Synergy Target by function and project Master Meeting Schedule Team Contacts Master Repository Program Management By function By topic By any criteria Organization structure All documents Master Data list Team update Introduction...

6 SYNERGY ANALYSIS BEGINS WITH IDENTIFIED POTENTIAL OPPORTUNITIES AND LEVERAGES DATA COLLECTED IN eMERGER’s BASELINE All Other Expense Redundant facilities Unassigned Operating Expense Reduction Labor (Redundant Workforce) Unfilled labor Gap $ BILLIONS Revenue Note: Synergy total against $1.8B target SUCCESSFUL MERGERS AGREE ON CLEAR STRATEGY AND ORGANIZATION STRUCTURE BEFORE THE DEAL IS CLOSED Synergy Target $0.5 $1.0 $1.5 $2.0 $0.0 Introduction...

7 eMERGER WALKTHROUGH

8 IDENTIFYING THE ORGANIZATIONAL STRUCTURE OF EACH PRE-MERGER COMPANY DRIVES EFFICIENT DATA COLLECTION AND ANALYSIS Getting Started... AB AB

9 PRIOR TO REGULATORY APPROVAL, eMERGER PROVIDES SECURE DATA COLLECTION PREVENTING DATA SHARING BETWEEN MERGING COMPANIES SECURE DATA COLLECTION Separate, firewall-protected sites ensure a leak-proof environment for your data Data hosted and monitored by impartial third party Strict access rights limit unauthorized use of sensitive data Security...

10 eMERGER’S HEADCOUNT TEMPLATES FACILITATE THE COLLECTION AND UPDATING OF BASELINE PERSONNEL DATA HEADCOUNT DATA COLLECTION Record pre-merger headcount totals by region, job function, and employment status Update information to reflect specific time periods Help predict and plan headcount synergies for the post-merger company Track and report on workforce organization and headcount totals in the post-merger environment Data Collection...

11 RUN PRE-DEFINED REPORTS OR DEFINE CUSTOM REPORTS TO MONITOR CASH FLOW, EXPENSES AND PROFIT/LOSS OVER SPECIFIED TIME PERIODS PRE-DEFINED REPORTS Record pre-merger headcount totals by region, job function, and employment status Tailor reports to reflect regional and departmental divisions Conduct ongoing reporting to monitor financial hypotheses validation and prize attainment Standardize information with reusable templates which could be used as a model for the new company’s ongoing budget Reports...

12 eMERGER OFFERS PROGRAM MANAGEMENT CAPABILITY TO MANAGE MERGER INTEGRATION AND SYNERGY TASKS ACROSS THE MERGER TEAM PROGRAM MANAGEMENT Define and publish high-level charter documents Assign and monitor completion of integration/synergy tasks Identify and track milestones Communicate merger-related issues Provide central document repository for collaboration among merger teams Program Management...

13 IDENTIFYING AND ACHIEVING FINANCIAL AND OPERATIONAL SYNERGIES BETWEEN MERGING COMPANIES IS VITAL … eMERGER’S SYNERGY TRACKING ENABLES YOUR POST-MERGER INTEGRATION ANALYSES SYNERGY TRACKING Baseline headcount, financial, and other important data Record the assumptions that explain synergies Develop the workplans/ tasks and assign responsibilities to achieve synergy targets Synergies...

14 eMERGER ENABLES TIMELY MERGER CLOSURE AND ENSURES POST MERGER INTEGRATION SUCCESS Summary... eMerger enables the pre-close planning through post-merger integration processes for a successful merger: Collects baseline data and enables periodic updates to monitor merger progress Separates confidential data collection throughout the pre-close planning phase Enables data collection, analysis and reporting across geographically dispersed locations Provides collaboration for document exchange and program management communication Employs usability by leveraging common templates Tracks integration and synergy tasks throughout the merger Manages on-going data collection eMerger is a world-class collaborative merger integration and management solution. Leveraging this tool, you can baseline, track and collaborate on planned synergies to close mergers in less time, increasing shareholder value in the merged organization.