march 2002 merger integration intellectual capital collection generic proposal

March 2002 Merger Integration Intellectual Capital Collection Generic Proposal

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 2 Table of contents Executive Summary Our Understanding of Your Situation A.T. Kearneys Perspective on Merger Integration Proposed Overall Approach Realizing Integration Synergies Integration Management A.T. Kearney Qualifications

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 3 Executive Summary This section is tailored to the client situation and summarizes the approach proposed in the document

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 4 Our Understanding your Situation This section is tailored to the client situation and summarizes the key drivers of the merger. It should highlight relevant quantitative and qualitative analysis that demonstrate our insight into the clients particular challenges and drivers of success for the integration

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 5 A.T. Kearneys Perspective on Merger Integration

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 6 The best value-builders combine organic growth with mergers and acquisitions Source:A.T. Kearney Monograph on Value-Building Growth 2001 Revenue Growth Value Growth Under performers Profit Seekers Simple GrowersValue Growers Growth Matrix (CAGR 1988-2000) Value Growers Follow Conscious, Constant Process To Growth

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 7 Mergers and acquisitions are key growth drivers What really matters in acquisition for growth strategies is execution Source:A.T. Kearney Monograph on Value-Building Growth 2001 Sources of Growth 40% of Growth Is From Acquisitions Value Growers Manage Both Well

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 8 Few mergers actually create shareholder value Source:A.T. Kearney Analysis 2001, SDC database, Global Worldscope Acquirer's Value Growth Following a Merger Top performing mergers create significant shareholder value Value growth 3%3% 8%8% 12%27%27%21%21% 16%16% 3% Underperformance compared to industry average Overperformance compared to industry average -100%-60%-30%30%60%150%-15%15%0% Average: 2.8% 49.5%50.5% Top-Performing Mergers 10%

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 9 Business Integration issues require usual management decisions while four main factors add another level of considerable complexity Scope High number of decisions to be made in all operational and functional areas Dozens of projects/initiatives and risks to be managed Time pressure All stakeholders expect rapid execution (shareholders, employees, management, regulation committees, government,) Decisions need to be made without delay Simultaneity Co-existence of strategic, tactic and operational decisions Strong inter-dependence of the decisions Short term and strategic decisions may seem incompatible Human component High number of people potentially involved (operational, functional and executive people) Risk of cultural mismatch Scarce resources to bridge between merged companies "Usual" Management decisions Strategy & IPO Define the scope of combined entity Confirm each countrys scope of activity for mobiles Design strategy leveraging on broader global presence Define financial and operational targets as well as timing of expected benefits Prepare the IPO Organisation Choose the best organisational model at the European management level Identify the central/local functions evolution schedule Define organisational charts and management nomination Define key decision processes (committees, procedures, ) Infrastructure Reduce total cost of external purchases through best price evaluation volume concentration, competitive bidding Share best practices Support functions Rationalise shared supports ( Align and select Information Systems for the integration Align processes and share best practices Communication Define external communication strategy Define internal communication strategy Select communication rules and procedures Choose media (intranet, documents, speeches) Integration mgnt Integrate overall planning and milestones Detail planning by topic and country Manage transition phase Track and execute financial synergies Manage risks

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 10 explaining why only few mergers and acquisitions succeed fully Note: (1) Shareholder returns from buyer divided by shareholder returns (industry average) after the merger Sources : A.T. Kearney analysis, Global PMI Survey, 1998 ; Datastream Higher No change Lower 100% = 230 companies 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 performanceOutperformance Number of companies Industry average Only 42% of Companies Outperform Their Peers in Shareholder Value (1) 42%58%

A.T. Kearney 4/1375C/Merger Integration 108319_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; total shareholder returns defined as the tangible returns investors receive through dividends and stock price appreciations Sources:Datastream; A.T. Kearney Analysis 2001 Retailers 62.5% 64.5% 32.3% 44.2% 26.6% 49.9% 34.2% 26.6% 36.1% 25.1% 16.0% 43.3% 26.0% 27.5% 17.2% 17.4% 31.9% 22.4% 18.0% 40.4% 17.4% 14.8% 4.0% -6.5% -31.5% -38.9% -10.8% -25.9% -11.0% -35.0% -20.6% -17.6% -28.8% -18.0% -9.7% -39.6% -22.7% -24.9% -17.4% -20.3% -35.3% -26.7% -24.1% -46.8% -26.5% -27.2% -19.4% -24.1% Recreation Chemicals Metal Producers Paper Transportation Diversified Drugs, Cosmetics & Health Care Utilities Automotive Printing and Publishing Electronics Financial Beverages Metal Products Manufacture Food Tobacco Machinery & Equipment Electrical Miscellaneous Oil, Gas, Coal & Related Services Construction Textiles Aerospace Industry Specific Ranges of Value Creation (1)

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 12 Once the deal is closed, the principal problems relate almost entirely to failures in merger management, rather than to the underlying strategic rationale Problems Identified in Merger Integration Under-communication Financial/synergy Expectations Unrealistic/Unclear New Org. Structure With Too Many Compromises Master Plan Missing Missing Momentum Missing Top Management Commitment Unclear Strategic Concept Missing Pace of Project IT Issues Addressed Too Late Source: A.T. Kearneys Global Merger Integration Survey 1998 Percent of Respondents

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 13 To manage inherent risks, critical success factors can be distilled from successful large-scale mergers to guide value creation Critical Success Factors from Large-Scale Mergers Source: A.T. Kearney Merger Integration Create a sense of urgency and reduce uncertainty through clear event milestones, and move quickly Select top-level leadership quickly and fairly; avoid two-in-the-box 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 accommodates unforeseen circumstances Keep strong, explicit focus on key customer retention and service with teeth (i.e., measurement and tracking) Maintain open and timely communications 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 corporate-wide perspectives on Results Project status Risk Lead role on internal/external communications Instill robust, well-defined processes to ensure objective and timely risk and interdependency tracking Sense of Urgency Top-Level 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 Well-Defined Processes

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 14 Source: A.T. Kearney's global PMI survey '98 Value Capture of Top Performers Over Time 15% Year 1Year 2 Cumulative Value Capture After Two Years 85% Time Closing the Deal 12345678910 -10 -8 -6 -4 -2 0 2 4 6 Value Capture/Loss ($ MM) Year in Which Synergies Are Realized Timing of Synergy Realization Is Also Critical Source:Marl L Sirower : The Synergy Trap. Calculated based on a $10MM acquisition premium, representing 50% of market value In our experience, the most critical element in achieving targeted benefits is speed

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 15 Proposed Overall Approach

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 16 A.T. Kearney has a flexible merger integration framework with a comprehensive toolkit to support planning and implementation throughout the merger process to ensure value capture A.T. Kearneys Merger Integration Framework Develop Strategy Establish Structure and Plan Merger/Acquisition options Create/articulate/validate Markets/customers Competition Resources Sources of value Understand type of merger Establish the integration program Build integration capability Assess sources of value Develop organization strategy & design Develop IT integration strategy Design/harmonize HR policies Create master plan and prioritize Validate sources of value Implement quick hits Develop SOV IT enablers Implement HR plan Monitor progress and risk Execute the plan Realign the organization Implement IT integration plan Merger Manage- ment Sources of Value Merger Enablers Change of ControlShareholder ApprovalMOU Integrated Planning and Initial Rollout Full-Scale Rollout Day One Phase 0Phase IPhase IIPhase III Multiple Tools Exist for All Cells

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 17 This allows merging entities to rapidly capture available sources of value by focusing on operational synergies, as well as seamlessly merging the organizations Merge the Organizations as Seamlessly as Possible Develop and communicate a shared strategic agenda Define Organization structures/leadership Key business processes Technology platform/architecture Change integration requirements Drive top line growth New value propositions/products Cross selling/sales pull through Ensure customer focus/retention Integrate day-to-day operations Ensure sustainable change Position for growth Achieve $ XX million (annual rate) of synergy savings within 1218 months Sales Operations Procurement Corporate overlap and duplication Cost of distribution Technology/R&D Others to be identified Eliminate/minimize sources of risk Drive the short-term value Exceed the markets expectations MI Sources of Value Achieve Growth Synergy and Cost Synergy Targets as Quickly as Possible

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 18 The program structure supports focused value capture teams working across all SBU/Geographic teams Illustrative Integration Office Others Steering Committee Business Develop- ment Team Corporate Center Team Global Operations Team Global Sourcing Team Technology / R&D Team Human Resources Team Information Technology Team SBU A or N. America SBU B or Latin America SBU C or Europe SBU D or Asia Pacific BU driven integration to set priorities Focused on value capture across the businesses Market Facing Teams Value Capture Teams Enabler Teams Set overall direction Make critical decisions Develop guiding principles Provide integration management leadership and support

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 19 Implementation Full-Scale Rollout Integrated Planning and Initial Rollout Establish Structure and Plan By launching the integration effort prior to change of control, significant progress is made in identifying sources of value, while also developing the high-level organization models to capture that value Integration Management IT Requirements/Alignment High-Level Organization Data Repository Comm. Planning Oversight/ Visibility Rm AnalysisOpportunitiesInitial PrioritizationInitial Sequencing Data Collection/Analyses Operations/ Asset Consolidation Diagnostic Pack PP 1 PP 2 PP 3 PP 4 HML H M L Init Q1 Q2 Q3 Q4 PP1 PP2 PP3 PP4 Data Collection/Analyses Business Unit (e.g., Services) Diagnostic Pack CS 1 CS 2 CS 3 CS 4 HML H M L Init Q1 Q2 Q3 Q4 CS1 CS2 CS3 CS4 Phase I (Clean Team) Hypotheses 1 Hypothesis N Hypotheses 1 Hypothesis N Master Calendar Day/Week/Month 1 Plans Sources of Value Identification Baseline Dev./Tracking

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 20 During the critical period prior to change of control, the engagement team assumes the role of a clean team to enable critical pre-merger integration Role of Clean Team Quantify savings generated from identified opportunities from teams of merged companies Act as a third party conduit for proprietary information of both companies (protection should merger be aborted) Validate and challenge initial assumptions of opportunities made by merging companies Highlight best practices in existing companies and external knowledge and recommend ongoing merged operating practices Determine risk factors in merger for ongoing risk management during implementation Data Collection Organization assessment Hypotheses development Preliminary planning Company ACompany B Open Joint Client Team Meetings A.T. Kearney Clean Team Merger Synergy Hypotheses Pre-Change of Control Post-Change of Control Validated Initiatives Accelerate decision making by providing access to comprehensive databases and detailed analysis Share and validate findings with joint client teams Finalize initiatives based on validated hypotheses Develop implementation plans Assist in launching initiatives and provide continued implementation, risk and financial tracking support The up-front work efforts of the clean team enables accelerated launch of implementation activities and value capture Clean Team Process Limited Joint Client Team Meetings

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 21 After change of control, the teams quickly finalize not identify synergy opportunities and gain consensus Results Tracking/Risk Assessment Begin Implementation Initial Prioritization and SequenceMaster Plan SequencingFull Team Meetings Disclose and Validate Modify and Refine Finalize Savings Opportunities and Prioritization Identify Interdependencies HML H M L Overall Prioritization/ Executive Committee Buy-In Init Q1 Q2 Q3 Q4 MD 1 ST 3 SC 6 PP 4 SC6 Workplan ST3 Workplan MD 1 Workplan Step 1 2 3 4 Investment Requirements Timing of Results Master Plan Detail Day/Week/Month 1 Execution Phase II Init Q1 Q2 Q3 Q4 PP1 HML H M L Init Q1 Q2 Q3 Q4 PP1 HML H M L IT Requirements/Enablers Master Plan Detail Communication Full-Scale Rollout Integrated Planning and Initial Rollout Establish Structure and Plan

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 22 MD 1 Workplan Activity Task 1 Q1Q2Q3Q4 The transition to full-scale rollout and implementation of initiatives is supported by a clear tracking process Program Risk Management Top 10 Program Risks as of 06/24 Organization announcement timing still unclear IT requirements not fully understood No plans to address cultural misalignment Success of communication not currently planned to be measured Illustrative Initiative Status Management Size = $ Saved 61218 Green Yellow Red Risk Time to Complete Implementation Initiative Current QuarterCum. Qrtly. Breakdown Jan.Feb.Mar.4Q971Q982Q98 Cost Saves and Growth Achievement Implementation Communication Phase III Full-Scale Rollout Integrated Planning and Initial Rollout Establish Structure and Plan

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 23 Source: A.T. Kearney Merger Integration Throughout the effort, managing risk is a formalized methodology; adherence facilitates a fair and robust decision making process Project Risk PrioritizationRisk IdentificationRisk 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 competitors/cannot continue business Complexity High LowHigh D C B A ABCD Business Criticality Project 2 Project 3 Project 6 Project 1 Project 4 Project 5 Many 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 organizational input and dedicated facilitation ensures objective input Milestone risks associated with decision timing are derived from process-wide initiatives Risk process highlights resource vulnerabilities. Sense of urgency associated with the process forces discussions and actions Proactive management and facilitation objectively evaluates all communication risks. Forum offers participants a chance to agree or disagree Concise updates focused on cross-organizational risks direct attention where it is needed Clear assignment of risk ownership and action responsibilities eliminate confusion

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 24 Realizing Integration Synergies

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 25 To assess and achieve their synergies, all teams can leverage a number of A.T. Kearneys 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 E-Sourcing (eBreviate) Market exchange strategy (LSN) Supporting Methodologies and Tools Increasing Sales Force Effectiveness Increase revenue productivity of sales force Increase knowledge and value-added selling capabilities Explore channel leverage (i.e., Dealer /Reseller network) Sales force effectiveness Cross-selling Sales Force Effectiveness Methodology Customer Retention Methodology Illustrative Leveraging Assets Maximize asset utilization Bottling plant consolidation Warehouse consolidation Realize network synergies Fixed assets Capital expenditures Inventory Procurement Supply Chain Transformation Operating Asset Effectiveness Streamlining Product Portfolios and Networks Rationalize product offering and customer base Evaluate and implement optimal network strategy Product Offering Customer requirements Network cost and capacity Product Portfolio and Network Rationalization Methodology Operating Networks Integration

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 26 Rapid benefit delivery is feasible through integrating the operating network Manufacturing Capabilities What can be produced Where How does throughput vary by location and plant capability What are the capacity constraints Network Configuration Which are the costs of transportation, handling and inventory Which is the most cost efficient network configuration Are there cost synergies with other Dannon products Manufacturing CapabilitiesNetwork Configuration Several Iterations Local Market Requirements What are the market requirements What is the current/future competitive positioning What distribution channels are growing fastest Market Requirements 1A.T. Kearney 6/Document#/I.D. Sample Preliminary Scenario SKU tree 1 SKU 2 SKU 3Proliferation Level A B C D E E F G H I 111111111111111111111111111 6121824612182461218246121824612182461218246121824 Resealable Classic Blue GBH Classic Resealable Compact Blue GBH Compact Resealable Classic White EBH Classic Resealable Classic White Mechanical Resealable Compact White EBH Compact Resealable Compact White Mechanical Resealable Classic White GBH Classic Menthol/Euca 111 28 4 1 2 2 3 2 1 1 3 Number of Variants Portfolio Which SKUs are offered Which specific product characteristics Which emerging technologies/competitive offerings How is product bundled and promoted SKU Tree 36 Current Sites: 4 Future Sites: 3 Current Sites: 8 Future Sites: 5 Current Sites: 2 Future Sites: 1 Current Sites: 1 Future Sites: 1 Current Sites: 3 Future Sites: 2 Current Sites: 2 Future Sites: 1 Current Sites: 2 Future Sites: 1 Current Sites: 1 Future Sites: 1 SKU 1 Key Assessments for Integrating Operating Networks

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 27 Which entity in the supply chain should develop a capability is determined by the business scale and strategic objectives Strategic Alliance Develop strong relationships with key supply chain partners that have the required capabilities Maintain very high levels of cross-functional involvement In-House Invest in resources and people to develop world- class capabilities Outsource Outsource activity to capable provider Organize related activity to minimize transaction costs with outsourced provider Rationalize Depending on true switching costs and investment requirements either continue to develop capability in-house or outsource High Low Activity Strategic Importance How core is the activity? How entangled is it with the rest of the organization? How critical is it to maintain control and involvement in the activity? Is the activity an area of competitive advantage today? In the future? Potential For Internal Capability Development In the short- to medium-term can the required capability be developed in-house to be highly efficient and effective in an activity?

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 28 Differences in each company have to be understood, and decisions made on both the operating model of the joint venture going forward a formal process can help in facilitating this thinking Identify the Operating Model and Detailed Operating Structure and Characteristics of Each Firm Determine New Operating Model, and Appropriate Benchmarks Make the High Level Choices As to How the Company Operates Going Forward Step 1Step 3Step 2 Define and Align Support Functions Step 4 Holding Company Strategic ArchitectOperatorFunctional Strategy Financial Control Capital Allocation Resource Management Accountability Corporate Staff Size Autonomy Marketing Staff Placement DWNA/JV PartnerSupport Function Alignment Holding Company Strategic ArchitectOperatorFunctional Finance Accounts Payable P/L accounting Consolidation/ corporate reporting Tax Treasury Planning/budgeting Human Resources Benefits/administration Benefits planning Compensation planning B B C B B B B/O B C C/B C C B C/O C/B C C C C C C C/O C C C C C C C/B C/O C C = Corporate B = Business Unit O = Outsourced Effective, fast rationalization and savings Best practices Corporate Center BG1 BG2 BG3 Other Business Group ? ? ? Stand Alone Model DWNA BG1 BG2 BG3 Business Group ? ? ? Model Create Joint Venture Organization Corporate Center Rationalization Methodology JV Partner BG1 BG2 BG3 Business Group ? ? ? Model

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 29 7. Continuously Benchmark and Monitor Supplier Improvement 6. Operationally Integrate Supplier(s) Strategic sourcing is a powerful methodology for leveraging the combined spending base and procurement capabilities of the merged organization Key Elements A.T. Kearney Intellectual Capital Employed 5. Select Competitive Supplier(s) 4. Select Implementation Path 3. Generate Supplier Profile 2. Develop Sourcing Strategy 1. Define Sourcing Categories Embed supplier monitoring processes Implement market monitoring tools Periodically re-evaluate supplier competitiveness and performance Performance measurement tools Technology- enabled data capture process Complete implementation templates Gain buy-in to supplier changes Coordinate new supply chains Implement systems to monitor results Implementation templates Tailor and issue RFPs Analyze responses Develop targeted negotiation strategy Negotiate a deal Electronic procurement tools Internet RFPs On-line auction tools Benchmarks Select supplier development or negotiation path including use of market exchanges Define initial negotiation strategy Experience in the beverage industry, including bottled water Negotiation training Review supplier lists and supplier capabilities Prescreen list to develop short list of suppliers Existing supplier lists available globally Assess supply category business impacts Confirm sourcing strategies Validate total supply chain perspective Detailed understanding of supply market Market competition Industry economics Profile spend Identify specifications Unbundle as appropriate Review supply category profile Assess procurement processes Review trends Evaluate total cost and savings targets Proven database and management tools Existing supply category profiles Seven Step Strategic Sourcing Methodology

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 30 Strategic Sourcing has a goal of delivering bottom line savings through core elements: strategic purchasing; demand management and change management Change Management Demand Management Embed achieved savings by transforming organization, structure, processes, policies, and systems Tangible Results Application Methodology Reduce costs by decreasing or eliminating the demand for goods and services Eliminate Demand Reduce Quantity Reduce Quality Reduce Frequency Substitute Impose Onerous Approvals Heighten Cost Awareness Conservative Aggressive Greatest Lowest Opportunity Demand Reduction Hierarchy Reevaluate external purchases and restructure supplier relationships to get best value for the company (price, quality and service) Global Sourcing Reached Info. Transparency Buyer Leverage Product Specification Improvement Joint Process Improvement Relationship Restructuring Strategic Purchasing Strategic Sourcing Organization and SkillsProcessSystems Strategic Procurement Vision Procurement Policies Redesigned Processes Organizational Structure and Infrastructure Technology Tools (Information Systems) Implementation of Process Linkages Performance Metrics Transition Management, Communications, Training Strategic Sourcing Approach Overview

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 31 Integration-Related Strategic Sourcing Strategic Sourcing is effective in integration environments since it can be started immediately, deliver major savings and contribute to building the new company Integration Savings Leveraging scale Capitalize on combined buying power Use leverage to restructure supplier offerings Mitigate supply risks by managing vendor concentration Generating efficiencies Spread technology investment over increased purchasing base Evaluate/select the best existing purchasing systems for use in the new organization Rapid transfer of best practice RFI/RFP harmonization Convergence of procurement practices and guidelines Build the New Company Teamwork across the new enterprise: All categories All business units All geographies (domestic and/or global) Bottom-up initiative driven by the new team Service levels/needs Demand dynamics Organizational similarities and differences Relatively undisruptive (products and services not people) Helps new management to understand their operation in detail Opportunity to redesign processes to reflect the new organization, and embed world class procurement as a core competency in the new company

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 32 The sales productivity effort should include Customer Retention Methodology to understand the key risks for customer defection and action plans to address them Step 1 Step 2 Defection/Loyalty Segmentation Step 3 Create Targeted Retention Programs Retention bonus/incentives Differentiated service levels Enhanced product applications Customized communication Customized product benefits Early warning High Value Customers Contribution Retention Value Channel Management Channel migration pricing Price rise Passive customer service Medium-Term Actions Overall Process Customer Retention Methodology Workstreams Immediate Front-Line Actions Customer Analysis and Retention PlanRetention Sales Programs Product Management Issues ObjectivesSales force focus Detect and react to defection behavior Incentives for retention performance Empowerment of staff- pricing, fee waivers, etc. Analyze customer satisfaction level by product Quantify retention performance and value contribution of key technology segments Understand customer defection Pursue additional research on high value segments Initiate early communications Build account plans Build triggered and tactical response capability Build defection models Develop metrics to measure customer retention Overall company Specific product branding Ensure customers are positively impacted by changes in the company

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 33 Our approach to sales productivity includes benchmarks, analysis of overlap and identification of near term growth opportunities Illustrative Efficiency Salesforce Productivity Benchmarks # # Co. A Co. B $ $ $ $ Number of Reps Serving Accounts Total Sales Managed by Sales Rep Sales Dollar Per Sales Rep Effectiveness Overlap Integration Leverage Opportunities Near Term Growth Opportunities Average Training Per Sales Rep ABAB ABAB ABAB ABAB Marketing New Products Network Services Account Win/Loss Performance Price Quality Service Capability Co. A Co. B Region Co. A Co. B Sales Overlap Sales Territory Coverage Overlap Co. A Position Opportunity to Introduce Co. B Products Strategically Manage Relation- ships Opportunity to Introduce Co. A Products Minor Major Co. B Position Geography Laptop

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 34 Technology Focus in a Merger Product/Market Focus Context Source: A.T. Kearney Merger Integration Complementary or New Overlapping In-Market Merger Out-Market Merger Product Focus Market Focus Cost Reduction Cost/Revenue blend Revenue Enhancement Anticipated Benefits Market Overlap In high-overlap mergers, the emphasis is on cost reduction. Market analysts expect to see tangible actions being taken early in the merger program For synergistic mergers, timescales to achieve benefits may be longer, and I.T. integration can operate within a longer planning horizon to support revenue enhancement The common factor with all of these merger forms is the need for a smooth integration process that eliminates the risk of customer or employee defection Product Lines Product ExpansionSynergistic Merger High OverlapGeographic Expansion Channel rationalization Systems enhancements to support new products Major systems revisions to support cross-selling and geographic/channel expansion Review of global data centers and core systems Eliminating duplication between systems Rationalizing service agreements Reducing license fees Reducing support costs Pursue data center rationalization Standardization on common systems Standardization on common products Illustrative Information Technology should be viewed as an enabling mechanism for achieving merger goals

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 35 IT must quickly deliver tangible business driven results in a timely fashion and not necessarily the best possible solution to achieve value creation commitment Cost imperatives Rapid integration to capture synergies as committed to the street Product rationalization Product and plant integration Business synergies E-business opportunities New product/ new market opportunities Cross selling Leverage existing products to new geographies Act on future acquisition opportunities Business continuity Statutory and performance reporting Integrated strategic measurement Merger integration progress Percent of Initiatives Defined Over Time Business Initiatives Defined Supporting IT Initiatives Defined Time 80% Deployment/ Integration of IT Initiatives 10% ITs challenge is to stay in tune with business initiatives to understand the scope of effort, develop the IT response, and to integrate with the corporate IT direction Representative IT Support Requirements Illustrative

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 36 Integration Management

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 37 Integration Office Coordinate integration process, scope activities Implement merger planning, integration and reporting create and manage the master plan Conduct frequent work task reviews with teams Facilitate overall change management Maintain a scorecard to track deliverables and benefits Prioritize enterprisewide issues and make recommendations Manage communications Install and manage effective merger risk management Steering Committee Develop/communicate objectives and targets Develop merger guiding principles Sign off on major issues/decisions Set overall direction for integration Provide resources and eliminate roadblocks Implement top-down communication Focus on continuing operations The Steering Committee and Integration Office manage the overall program and coordinate decentralized project teams through the Integration Office Integration Teams Market Facing Teams Value Capture Teams Enabler Teams

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 38 Each component of the project had specific roles and responsibilities Steering Committee Set the strategic direction and principles for integration Sign-off on major issues/decisions Top-down communication throughout the integration process Focus on continuity of growth, customers issues Integration Office Coordination, planning, integration, reporting and communication Monitors implementation of organizational models Prioritize issues / initiatives Facilitate overall change management Risk identification and management Decentralized Integration Teams Propose transition strategy for the area Prepare the transition work plan Detailed organizational assessment Identify merger benefits and implement tracking mechanism Implementation of transition plans Strategic direction, operating philosophy, and governance structure Guiding principles Communication of key messages Scope and actions Overall objectives and goals Overall project key success factors Master project plan and risk assessment Transition reporting including benefits tracking and risk management Communication implementation Transition plans Organizational assessment and design Progress reports with targets achieved Risk assessment Performance measurements defined Deliverables Integration Roles

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 39 Each of these three teams have clearly defined roles and responsibilities Key Pre-Merger Integration Set-up Responsibilities Steering Committee Communicate objectives and goals of merger Establish and communicate the Merger Guiding Principles Identify and appoint Integration Leader Identify and appoint team leaders Communicate formation of Integration Office and Value Capture Teams Communicate executive commitment to the integration program Communicate team leader and team member commitment Ensure regular and consistent top- down communication across all regions and groups Integration Office Define roles of members Identify team members Establish cost savings & revenue synergies targets as a precursor to the Merger Integration Scorecard Initiate the appropriate MIS/IT infrastructure Support development of high-level business line/functional plans Identify, at a high level, major risk areas Co-ordinate the senior management review cycle of these plans Assemble the first Master Plan Develop tracking baseline Issue initial communications to stakeholders, as required Establish risk management process Value Capture Teams Identify team members Create team charters Prepare for Kickoff Meetings to introduce team members and provide initial orientation Agree on optimal processes to coordinate each team Begin data collection and hypothesis testing Develop Day 1 Plans Develop organizational, customer and/or cost profiles falling within team scope Conduct interviews to gather additional qualitative insight regarding operating processes and styles Develop joint vision for combined organization

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 40 The Steering Committee must apply significant early effort to communicate the new companys strategy, operating philosophy and governance Issues to Address StrategyOperating PhilosophyOrganization and Change Market environment Likely environment Other competitive developments Ensuring 1 + 1 = 3 Realistic capacity for development Areas for investment/growth Strategic initiatives to freeze, continue or accelerate Key third party relationship issues New opportunities arising Linkage to performance targets Growth Cost reduction Capital efficiency Core management style Holding company Strategic architect Business controller Operator Alignment to core style Leadership alignment Line responsibilities Corporate responsibilities Support functions Performance management Expectations setting Role of the plan/budget Performance reporting and management Management reward systems Organization structure Reporting relationships Inside DWNA versus in parent Decision making/maps Key accountabilities Key corporate policies Relationship structure Conflict resolution mechanisms Change management

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 41 In addition, the Steering Committee should establish a clear set of guiding principles Merger Guiding Principles 1. This is not the customers merger Major focus on avoiding customer inconvenience and loss of customers. Customer service can only change for the better. Cost savings are important, but second to customer focus 2. Focus analyst expectations on the longer term Savings goals defined as $1 billion expense run rate reduction by end of three years, eliminating short-term, quarter-by-quarter focus 3. Appearance of tight control through Command Center Command Center used as a single point of contact for all external communications. External presentations conducted in war room to exhibit corporate controls in place 4. Relentless tracking of risk and interdependencies All merger projects required to use risk and interdependency tracking approach. These were integrated by the Command Center to provide corporate perspective on risk. Focus of internal meetings on risks and customer issues, not on successes 5. Systems focus on smooth Integration Suites of systems should be selected rather than pursuit of optimal elements from each organization. Extensive use of bridges and workarounds to maintain critical controls while expediting the process 6. End-to-end systems and process testing No system or process should be considered ready for processing until it has been tested in a dress rehearsal mode (usually two dress rehearsals) 7.1 + 1 = 3 volumes Strong encouragement of business units to focus on post merger business volumes Case Examples 1. Fast and fair accept that we will make mistakes, but give us credit for being smart enough to be able to recognize them, and not so proud that we can not change 2. Leadership must be evident/inspiring not holed up in the corner offices/board rooms, but out in evidence with key customers and our employees 3. Harmonization this has to be a key goal with respect to strategy, key policies, business processes, etc. 4. Minimize ambiguity be clear in plans, timing, decisions(dont fuzzify - dont know is ok 5. Short term bias towards the customer dont lose sight of the business whatever we do 6. Overcommunicate you can never do enough here 7. Integration study team should be advisory and separate from management let management decide and let advisors advise, dont mix too closely 8.Seek acquaintanceship-building opportunities informal, formal 9.Emphasis on flexibility/change/fluidity accept change as a way of life, strategic agility is key, it is managements first responsibility to take risk (change, growth, wealth creation can only happen by taking risk)

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 42 The role of the Integration Office evolves over the course of the integration Creation of Integration Office with leadership assigned Define roles of members Establish and communicate the Merger Guiding Principles Establish cost savings targets as a precursor to the Merger Integration Scorecard Initiate the appropriate MIS/IT infrastructure Support development of high-level business line/functional plans Identify, at a high level, major risk areas Co-ordinate the senior management review cycle of these plans Assemble the first Master Plan Update Merger Steering Committee Issue initial communications to stakeholders, as required Establish risk management process Develop further project infrastructure Refine and monitor the Master Plan Finalize key objectives, and establish the Merger Integration Scorecard Work with line management to finalize detailed Integration Teams required and their scope, objectives and timelines Focus on ensuring detailed, comprehensive project management Establish initial prioritization framework Refine reporting tools Preliminary assessment of key risks and interdependencies Update Integration Steering Committee on plans Manage stakeholder communications Update Integration Steering Committee on plans and progress toward targets Maintain the Merger Integration Scorecard Support development and execution of detailed implementation plans by decentralized Integration Teams Ensure consistency of execution Run the continuous risk management process Stabilize or desensitize risks as appropriate Champion quick win projects to reinforce confidence of key stakeholders Ensure that key milestones are met, proposing resource reallocations as necessary Manage stakeholder communications Develop contingency plans as necessary Establish Structure and Plan Integrated Planning and Initial Rollout and Implementation Support Day One Transition of Integration Office Responsibilities Full-Scale Rollout and Implementation Support

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 43 Functional Areas System C System D Testing End-To-End TestingDress Rehearsals Time Dress Rehearsal 1 Dress Rehearsal 2 Actual Conversion Identified problems; implemented fixes Source: A.T. Kearney Merger Integration System A System B System E Command Center Layout Example A Command Center to monitor and control the process of the merger can be established Business/ Geographic Units

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 44 Key Performance IndicatorsShareholder Value CreatedNetwork Evaluation Market Positioning Market Value (Pre-merger) Invested Capital SVC Client base Economic Returns Market Share Business Line Aggregate Portfolio SensitivityIntegration PlanRevised Retail OrganizationIntegration Framework Planned BudgetsExpected Cost ReductionDress RehearsalsEnd-to-End Testing JanFebMarAprMay Phase IPhase II System A System B System E System C System D Testing Potential Losses Basis Points Change Time Dress Rehearsal 1 Dress Rehearsal 2 Actual Conversion Command Center Information Reporting ROE Source: A.T. Kearney Merger Integration Example The Command Center monitors and tracks critical information from each area of the integration and provides an overall view of progress to ensure success

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 45 There are five main advantages of implementing the Benefits Tracking and Reporting (BTR) system BTR Implementation Facilitates the identification and realization of cost synergies and related costs, whether they be in a merger environment, a restructuring program, a strategic sourcing program or any general cost reduction program Provides key constituents with access to periodic, data-driven status of program initiatives Creates a forward-looking risk and milestone tracking system to alert key stakeholders about potential synergy shortfalls or issues Provides evidence that cost synergies have been achieved Provides information for a common program communication vehicle for executive management

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 46 The BTR is a web-enabled system that allows users to input and update key project data easily, quickly and frequently. The output of the system is used to create consolidated project and program-level reports Benefits Achievement, Progress against Plan & Revised Forecasts Management Reports (Generated through Excel and PowerPoint) Summary of Manpower Reductions & Savings BTR Database Project Risk Assessment Web-enabled User Interface (Via a Terminal Server Application) The BTR front-end and back-end are completely customizable and scaleable to meet the needs of any engagement size and scope

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 47 The eight components of the BTR consist of one-time and ongoing regular update reporting requirements 1) Project Profile Defines projects and owners 2) Project Milestones Identifies key milestones with accountable owners and completion dates 3) Project Interdependencies Describes interdependencies with other teams, actions required and impact if actions are not taken 4) Headcount Reductions Template Tracks actions resulting in net headcount reductions Tracks headcount-related savings and costs 5) Non-Headcount Savings and Cost Template Tracks non-headcount savings and associated implementation costs 6) Capital Expenditures Template Tracks capital expenditures related to the project 7) Asset Sales Template Tracks proceeds from asset sales related to the project Tracks related asset write-downs 8) Risk and Key Milestone Tracker Template Tracks progress against key milestones Highlights areas of potential risk Identifies actions required to resolve issues and remove barriers One-time Reporting Regular Update Reporting

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 48 Management Reports (Generated through Excel and PowerPoint) Web-enabled User Interface (Via a Terminal Server Application) Summaries by Project Team Monthly Achievement & Forecast Monthly Progress Against Plan and Forecast Project Risk Assessment Updates to the system are used to track progress against targets. The system can track multiple parameters, including - savings, costs, headcount and project status Capital Expenditures Headcount Reductions and Related Savings/ Costs Non-Headcount Savings and Related Implementation Costs Other Restructuring Charges (i.e. Asset Sales & Write-Offs) Risk and Key Milestone Tracker

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 49 The Steering Committee and client team leaders are provided with summaries of progress against plan on a regular basis Illustrative Run Rate Saves Integration Program (US$ MM) Run Rate Saves Project SC01 Run Rate Saves Supply Chain Integration Team Financial Reports 0 100 200 300 AprMayJun JulAugSepOctNovDecJanFebMar Monthly Actuals Original Plan Revised Forecast JulAugSepOctNovDec

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 50 A risk-tracking system is implemented to track initiative progress and to help anticipate delays, identify barriers to success and highlight areas of concern to leadership $10MM Size of Savings Green Yellow Red Risk Rating Expected Completion Date TBD CS1 CS5 ST1 ST8 ST2 MD2 MD15 MD21 MD19 MD1 MD11 MD26 MD29 MD33 SC1 SC4 SC3 SC5 SC6 SC7 MD32 SC11 RT4aRT4b PP2 CS2 Illustrative Example 01/0212/9906/0012/0006/02 On Hold MD31 MD34 ST7 RT5 RT3 Initiative Risk Assessment EM1 MD18 EM6 PP4 I I PP7 EM3 EM4 EM5 EM7 SF11 SF8 ST9 ST10 PP5 CS4 RT6 MD6 MD27 EM2 MD37 AA1

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 51 Initiative Prioritization Business Criticality and Size In risk management, objective criteria need to be developed to decide which initiatives are inherently more risky than others Business Complexity how many areas of the business will be involved in the project? Technical Complexity how technically difficult is the project? Project Size how many dedicated FTEs will be working on the project? 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 competitors/cannot continue business Complexity High Low High D C B A ABCD Illustrative Business Criticality Project 2 Project 3 Project 6 Project 1 Project 4 Project 5 In This Example, Project 5 and Project 1 Are Both Critical and Complex, Requiring a Formal Project Risk Management Approach

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 52 Once risks have been identified, they are then prioritized as Red, Amber or Green (RAG) to reflect their potential impact Risk Categorization Red = Showstopper Legal block to the merger Unable to provide one Funds Transfer System Lose a major customer Unquantifiable cost impact Amber = Serious Problem Major cost impact (difficult workarounds) Customer irritation or embarrassment Green = Minor Problem Minor cost impact (workarounds identified and acceptable) Localized impact Illustrative

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 53 A.T. Kearney Qualifications

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 54 Successful Track Record Diversified management consulting Firm Founded in 1926 Backed by the information technology expertise of EDS Mostly Fortune 500 clientele Global 65 offices in 35 countries Senior, experienced staff More than 3000 assignments per year $1.4 billion of fees in 2000 Berlin Tokyo San Francisco Los Angeles Phoenix Denver Atlanta Chicago Toronto New York Cleveland Washington, D.C. Madrid London Paris Dsseldorf Milan Amsterdam Brussels Munich Singapore Prague Stockholm Oslo Copenhagen Moscow Hong-Kong Mexico Helsinki Sao Paulo Dallas Barcelona Melbourne Sydney Beijing Caracas Ottawa Lisbon Buenos Aires Manila Wellington Stuttgart Seoul San Diego Houston Miami Boston Kuala Lumpur Johannesburg Istanbul New Delhi A.T. Kearney is a global management consulting firm with 5,000 employees worldwide

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 55 Sample of Recent Clients Ameritech Anglian BT Carrefour Euro Disney General Motors Johnson & Johnson Kellogg Metro Monoprix Nabisco Nomura PepsiCo Promedes Prudential Quelle Sears Shell Sprint Unilever A.T. Kearney is best known for delivering outstanding tangible results quickly Representative Annual Results Achieved Federal Express >$500 Million Sears >$750 Million Rolls-Royce $750 million Marks & Spencer $250 million General Motors >$3.5 Billion "A.T. Kearney has helped enormously to address our key issues We have planned and implemented cost reduction Programmes that will return over half a billion dollars" Fred Smith, CEO, Federal Express "in sharpest contrast A.T. Kearney consultants helped engineer one of the most stunning corporate turnarounds in recent memory" Arthur Martinez, CEO, Sears (excerpt, review of Dangerous Company in Fortune, August 18, 1997) "The Kearney work has made us radically re-think our approach to the business. We wouldn't have done that otherwise" M&S Supplier "A.T. Kearney is really the father of our global purchasing system." "They are our achievement consultants" Jack Smith, CEO, GM "We wanted consultants who wouldn't just give us advice and walk away" John Rose, CEO, Rolls-Royce

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 56 Our commitment to our clients is guided by three key principles Relationship Based Accounts Senior-level relationships and accountability internationally Joint steering committees and action teams Involvement of key stakeholders Personable, collegial client interaction Two quality evaluations following a project 85% of work exceeds expectations The only program of its kind to our knowledge 90% of revenues from repeat clients 15 current clients with 10 plus years Most relationships extend internationally through our one- firm policy Engagement Quality Review Mutual InvolvementUnique Quality Program These principles ensure that A.T. Kearney consistently provides not only high-value insights but also practical, tangible results for our clients

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 57 In overall satisfaction, A.T. Kearney is the global leader 71% 74% 75% 77% 79% 80% 82% 94% A.T. Kearney KPMG Peat Marwick Price Waterhouse McKinsey & Company Andersen Consulting Booz-Allen & Hamilton Boston Consulting IBM CSC Index Source: Louis Harris Survey, 1998 Client Satisfaction

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 58 Our organization of global service and industry practices supports effective building and dissemination of specific know-how Industry Practices Service Practices Operations Strategy and Organization/ Merger Integration Technology Aerospace and Defense AutomotiveCommunications and Media Financial Institutions High Tech And Electronics Pharmaceutical and Healthcare ProcessConsumer Goods and Retail TransportationUtilities

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 59 Aluminium Comp. of America The Battenfeld Group CIAM SpA EKO Stahl GmbH GEA AG James River - Fort Howard Kvaerner Warnow Werft GmbH Krupp MAK/SKL Lone Star Technologies, Inc. MAN Gutehoffnungshtte AG Mann + Hummel Pfleiderer Robert Bosch GmbH R.R. Donnelley & Sons Company Siemens Siemens / Tyco ThyssenKrupp VA Technologie AG Woodward Governor Booth Fisheries Corp. Delikat Fabrikker A/S EAC Plumrose Division H. J. Heinz Co. John Labatt Ltd. K.-H. Asmussen GmbH & Co Lipton/Van Den Berg Foods MD Foods International Molson Breweries Noelke Select Beverages Inc. Unilever Canada Ltd. / Unilever Foods ABN AMRO N.V. Bank fr Gemeinwirtschaft AG Bank of America/NationsBank Bank of Indonesia Bank of Melbourne Bayerische Hypo Bank/ Bayerische Vereinsbank AG Chase Manhattan Bank/Chemical Bank CIBC/TD DBS/POSBank Erste Bank / Ceska sporitelna HIH Winterthur Int'l. Holdings K&H / ABN-Amro (Hungary) SBC Warburg Socit Gnrale Union Bank United Jersey Bank Westpac Banking Corporation Air Lingus-FLS BahnTrans GmbH Canadian National/Illinois Central Canadian Pacific Ltd. Federal Express Corp. Istituto Nazionale Traspo. LOG SPED GmbH Univar Corp. Wegener N.V. AOK Apex Carrefour - Promodes Destec Energy, Inc. Enso-Gutzeit OY HOCHTIEF / Turner Illinois Power Casino- Monoprix Nagano Toyota Motor Sales Co., Ltd. Pacific Corp. Saint Laurent Paperboard Staples, Inc. We have used our specific capabilities and know-how to build a wide range of global merger integration experience with more than 250 assignments Selection of A.T Kearney merger integration clients Advanced Medical, Inc./IVAC Systems, Inc. Agr Evo Air Liquide/BOC Amoco Arco Baxter International, Inc. BP Bayer/Hoechst AG Byk Gulden Lomberg Group Dystar Ecolab Inc./Henkel KGaA GE Plastics Hoechst/Schering AG Hoechst/Rhne-Poulenc Metallgesellschaft Mobil Monsanto National Patent Medical/American White Cross Rohm & Haas Shell Sterling Chemical TotalFinaElf Wella AG TransportationOther Food industry IndustryOil & gas, chemicals, pharmaceuticalsFinancial institutions

A.T. Kearney 4/1375C/Merger Integration 108319_Macros 60 Our merger integration competency is brought to life through a style suitable for merger integration activityswiftness and analytical rigor matched with sensitivity and buy-in A.T. Kearney Merger Integration Practice Competencies Merger Engagements MI Approach Intellectual Capital Development Consulted to many of the worlds top corporations An independent strategic view Advisory role in many of the major mergers in the past decade Merger integration experience across industries and geographies Formalized feedback processes within the firm to capture and advance post merger integration best practices Highly developed project/risk management skills Proven ability to expedite change in large organizations Seasoned Expertise Knowledge of Best Practices Tangible Results Cross-functional and cross-company team- based approach Well-structured and flexible work plan Early and recurrent management buy-in opportunities Culturally versed and flexible Tangible results mindset Cooperative, participatory style Leverage client knowledge base Objective, fact-based analysis and practical, feasible recommendations Local resources/global support A.T. Kearney's Approach To Client Work

march 2002 merger integration intellectual capital collection generic proposal

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