Confidential – Do Not Distribute Transaction Advisory Services Increasing Rigor in Divestitures: M&A Transactions October 5, 2006 T RANSACTION A DVISORY S ERVICES

1 The Divestiture Roadmap Monitor and Ongoing Due Diligence / Pre-Announcement Pre-Close First 90 Days Post-Close Identifying Separation Issues and Transition Support Requirements Planning the Migration Away from Transition Support Arrangements Day One Readiness Pre-sale Planning Data Room / Management Presentations Negotiation and Execution Post-Closing Divestiture Management Office Announcement Day Day One

2 Plan Ahead of the Deal : Key issues should be identified during the due diligence phase to help to increase likelihood of divestiture and carve-out success. Determine Service Agreement Needs : Develop complete and accurate contracts for services the divested entity will continue to need from the former parent. Implement Financial Controls Early : Project accurate financial statements for the stand alone entity, establish financial baseline, and integrate financial targets; separate internal audit, financial systems, and treasury functions early. Align Strategic Rationale and Divestiture Activities : Establish a vision for the future, agree on rationale for divestiture, and make certain carve-out plan will accomplish those objectives. Establish Clear Goals and Manage Expectations : Clearly define and establish goals for the carve-out effort and your organization, proactively manage all stakeholder expectations through the carve-out. Establish Organizational Leadership Quickly : Establish leadership structure, clarify roles and responsibilities to minimize confusion. Focus Significant Attention on Carve-Out : Dedicate senior leadership to carve-out structure and carve-out teams to bring discipline and focus, establish clear success criteria, decision making processes, and create a sense of urgency. Prioritize and Manage Risks Rigorously : Prioritize initiatives most critical to success and establish a comprehensive risk mitigation plan; conduct periodic assessments. Communicate and Manage Change : Establish a frequent, clear, and timely communication process for all stakeholders; implement change management programs to address cultural issues. Divestiture Process Insights

3 E&Y Observations of Corporate Sellers The complexities of stand-alone or separate financial statements catch senior management by surprise –Supporting detail is not adequate to support an audit or to enable a smooth diligence process –Corporate allocations can not be reconciled and eliminated –Private company financials in a public offering (fair value of common stock and IPRD) –Sarbanes-Oxley considerations Operational complexities and interdependencies between Corporate and Business Unit are not initially recognized TSA strategy are not developed proactively (pricing, length/term, etc.) –Ability to balance transaction value with residual cost elimination –Organizations lack the infrastructure to support new obligations Inward focus throughout the transaction process destroys value –Customer communication and retention issues are not anticipated and addressed –Employee communication and retention issues are not anticipated and addressed –Residual costs are not planned for and are often underestimated –Carve-out execution does not receive the proper attention from senior management