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Delivering Deal ValuePwC MauritiusPost Merger Integration

Discussion document

Strictly Private and Confidential

PwC

Confidential Information for the sole benefit and use of PwC’s Client.

M&A Integration

2Delivering Deal Value

1 M&A Integration

PwC


Study after study shows that most mergers and acquisitions fail to achieve their desired results


1 M&A Integration

Why is this important?

• Shareholders are becoming increasingly demanding in these uncertain economic times, so maximising the value that can be captured from deals is crucial.

• Failure to capture deal value is rarely attributed to a flawed strategy. Rather, failure is most often a result of not executing the strategy in a timely fashion.

• Converting integration strategy into detailed actions and managing these actions across the combining enterprise is critical for success. To succeed, a governance structure must be in place to align people, process and systems with integration objectives. This is the role of an Integration Management Office (“IMO”).

Financial success

49%

Deal success rate

Operational success

35%

Strategic success

65%

Source: PwC’s M&A Integration Survey Report

PwC


70% of M&A deals failed to realise the value they were expected to generate (PwC M&A survey )


1 M&A Integration

Balance

• Management become distracted by the challenges of integration and business as usual performance suffers

• Lack of prioritisation across integration and business projects

People

• Key employees not identified early enough and leave

• Insufficient priority given to addressing cultural differences

• Integration communications lack detail or too infrequent

Risk/ Control

• Integration lacks sponsorship and governance at a senior level

• Lack of clear and detailed work plans to take control of the new business

• Poor identification and mitigation of risks

Value

• Synergy and value objectives not embedded in robust delivery plans

• Weak accountability and lack of focus for synergy and value delivery

• Lack of drive to deliver early ‘quick wins’

“70% of mergers failed to realise the

value they were expected

to generate”

A recent global PwC survey revealed that 70% of mergers failed to realise the value they were expected to generate.

The key findings of the survey were the following:

1. Integrating IT systems and addressing human capital matters are considered the biggest post deal challenge;

2. The people factor is often underestimated;

3. Management in both organisations become distracted by the challenge of integration and business as usual performance suffers;

4. The timeframe in which it is possible to make positive changes is very short. The first 100 days after closing are particularly important; and

5. Management often have limited or no prior experience with M&A transactions.

PwC


Our approach to M&A integration


1.1 Our approach to M&A integration

PwC


PwC’s seven fundamental principles of a successful integration



Based on our experience, which is reaffirmed by perspectives from our Global PwC survey, the following seven fundamental principles of a successful integration are important:

1. Accelerate the transition

• Prolonged transitions slow growth, diminish profits, destroy morale and productivity and lead to missed opportunities and loss of market share

2. Define the integration strategy

• Integration priorities are easier to identify and execute when an integration strategy is well defined and communicated

3. Focus on priority initiatives

• First, potential sources of value capture and value creation must be identified; then, resources are allocated based on potential financial impact, probability of success and timeline requirements

4. Prepare for “Day One”

• A detailed plan should be created, including all actions that will be put in place on Day One; planning for Day One should begin in conjunction with the due diligence process

5. Communication with all stakeholders

• Communicate early and often with all stakeholders (customers, suppliers, employees, investors and general public) providing information that addresses their respective concerns

6. Establish leadership at all levels

• Swift selection of key management posts early in the transition is critical for minimising uncertainty, assigning accountability, defining functional authority and establishing role clarity

7. Manage the integration as a business process

• M&A deals rarely fail due to flawed strategy; rather, failure is most often a result of not executing the strategy in a timely and coordinated fashion.

PwC’s integration methodology and approach is based on ensuring that these seven fundamental principles are achieved and managed effectively

PwC


Overview of our integration approach and methodology



Plan for Day One

• Plan and prioritise steps to ensure Day 1 readiness and achievement of synergies

Plan the future state

• Design the future operating model and organisation design of the acquired businesses

Project management office

Synergies and business plan

• Track and monitor

100 days post integrationStart

Create detailed integration work plan

• Per functional area

• Develop integration master plan / blue print setting out what has to be done, by whom, by when.

Set the course

• Set-up governance structures (SteerCo, IMO, functional work streams)

• Nominate project team (leads and team members)

• Compile an overall timeline (incl. critical path)

• Develop detailed communication plan to all stakeholders

Integration Day 1

Identify and develop integration strategy /fundamentals

• Formulate the integration strategy / fundamentals

• Determine and assess the integration options and determine the degree of integration and non-negotiables

• Identify benefits, risks, potential issues and costs associated with each of the integration plans and degrees of integration

• Develop conceptual Day 1 readiness and 100 Day integration plans

Assess Design and Construct Implement Operate and review

Decision on preferred integration option and degree of integration

Execute and implement integration plan

• Hold kick-off meeting to on-board entire integration team and commence integration initiatives

• Provide regular status reporting to Steering Committee

• Hold weekly meetings with all work streams

• Monitor achievement of integration objectives and milestones

• Maintain risk, decision and dependency register

• Identify bottlenecks and key dependencies between functions

PwC


Examples of our output relating to the “Assess” phase

Finance function effectiveness diagnostic

Cultural survey

Recommendations included in the gap analysis report

- Target operating model

- To-be organisation structureGap analysis report

Communication plan



PwC


Examples of our output relating to the “Design and Construct” phase

Detailed integration work plan per work stream

(£'000s)

Resp. Banking case Latest view Variance Banking case Latest view Variance Banking case Latest view Variance

Synergy initiatives

Initiative 1 PJ 345 776 431 (1,639) (1,605) 34 3,000 3,200 200

Initiative 2 PJ 453 400 (53) (830) (891) (61) 600 600 -

Initiative 3 GF 877 1,112 235 (300) (338) (38) - - -

Initiative 4 DC 325 388 63 - - - - - -

Initiative 5 PJ 300 300 - - - - - - -

Initiative 6 PJ 1,800 1,800 - - - - - - -

Initiative 7 BM 200 211 11 - - - - - -

Initiative 8 DC 400 - (400) - - - - - -

Initiative 9 BM 400 240 (160) - - - - - -

Initiative 10 BM 600 480 (120) - - - (563) (550) 13

Initiative 11 300 - (300) - - - - - -

IT cost DC - - - (200) (270) (70) - - -

TOTAL 6,000 5,707 (293) (2,969) (3,104) (135) 3,037 3,250 213

Further synergies identified:

New Initiative 1 PJ - 950 950 - (100) (100) - - -

New Initiative 2 BM - 85 85 - - - - - -

New Initiative 3 BM - - - - - - - - -

New Initiative 4 BM - 224 224 - - - - (22) (22)

New Initiative 5 BM - 90 90 - (16) (16) - - -


New Initiative 7 BM - 136 136 - (10) (10) - - -


TOTAL 6,000 7,192 1,192 (2,969) (3,230) (261) 3,037 3,228 191

Ad

dit

ion

al

Synergy - 2005 One-off cost Capex

Ba

nk

ing

cas

e

Target operating model and end-state organisational structure

Financial model



PwC


Examples of our output relating to the “Implementation” phase

PMO registers

Project timeline

Synergy tracking

Reporting to SteerCo

Project governance and project team



PwC

Confidential Information for the sole benefit and use of PwC’s Client.11

Delivering Deal Value


Based on our experience, we have identified these key integration focus areas per work stream

Project Management Office

Illustrative integration focus areas

(1) Aligning monthly reporting requirements

• Reporting packages, KPIs and reporting deadlines

• Aligning chart of accounts

(2) Aligning policies & procedures

• Accounting policies

• Financial year-end

• Budgeting process

(3) Taxation considerations

• Due diligence findings

• Structuring of group

(4) Synergy identification

• Back office consolidation (HR, IT, Legal, Finance, Treasury)

• Other savings (procurement, marketing, distribution, etc.)

PwC tools

- Day 1 readiness checklist

- Integration work plan

- Synergy tracker

- Critical dependencies toolkit

- Finance function diagnostic

Integration Steering Committee

PwC tools



- Critical dependencies toolkit

PwC tools



- Communication plan

- Surveys to perform cultural assessment, operating style and change readiness assessment


(1) Applications to be used

• Opportunity to standardise IT systems

• Aligning applications used to support finance, HR and operations functions


• Budgeting, support, security, DRP

(3) IT licence transfer and cost implications

(4) Update intranet and external websites


(1) Retention of key staff


• Compensation, leave, health & welfare benefits (pension, MA)

• Recruiting / Disciplinary

(3) Day One communication

• Internal and external

(4) Organisational structure

(5) Succession planning

(6) Cultural differences

(7) Communication with Trade Unions (if applicable)

(8) Compliance with s197 of Labour Relations Act


(1) Target operating model


• Back office

• Treasury

• Insurance

• Outsourced services

(3) Marketing

• Advertising

• Website


(1) Corporate governance

• King 3 adherence

(2) Renewal of agreements

• Suppliers

• Leases

• Insurance

• Employees

(3) Change of ownership issues

(4) Compliance with s197 of LabourRelations Act

PwC tools



PwC tools



Finance work stream IT work streamPeople & change

work streamOperations work stream

Legal / Compliance work stream

PwC


Illustrative integration team structure



Steering committee

Client lead

Finance IT People & change

Functional work streams

Project Team

Operations Legal / Regulatory

Communications

Project Management Office

PwC SME

Client lead

PwC SME

Client lead

PwC SME

Client lead

PwC SME

Client lead

PwC SME

Client lead

PwC SME

Client leads are supported by PwC subject matter experts, drawn upon as an when required

Steering CommitteeRoles and responsibilities• Bear overall project responsibility• Provide overall project direction / strategy• Approve all key decisions and recommendations• Commit appropriate resources

Project Management OfficeRoles and responsibilities• Provide regular status updates to the SteerCo• Hold weekly meetings with all work streams• Monitor achievement of implementation

milestones• Manage issues, planning and dependencies• Provide reporting templates for consistency

and coordination

Functional integration work streamsRoles and responsibilities• Provide regular progress reports to Project Management

Office• Develop, tailor and execute implementation plans

(highlighting key tasks, resources, milestones, deliverables and dependencies)

• Identify and implement critical actions

PwC


Our M&A integration credentials and thought leadership


1.2 Our M&A integration credentials and thought leadership

PwC




We have performed numerous integration projects in the past few years (1 of 2)

Client Scope of work Project value Duration Contact details

(1) Telkom Integration management office support to Telkom in connection with their acquisition of BCX.

R3.5m 2015 - 2016

7 months

Mrs Corlia RoetsSpecial Projects+27 (12) 648 0375 [email protected]

(2) Compass Group

Assisted Compass Group with integration strategy, target operating model and organisational structure related services in connection with their acquisition of Supercare.

R6.0m 2012 - 2013

6 months

Mr Andrew FurlongGroup Managing Director+1 (704) 322 [email protected]

(3) BoehringerIngelheim

Provided operational and integration support to Boehringer Ingelheim South Africa in connection with a global transaction with Sanofi.

R5.0m 2016 - 2017

12 months

Mr Bernd AbramowskyFinance and Admin Director+27 (11) 348 [email protected]

(4) Jasco Integration management office support to Jasco in connection with their acquisition of Spescom.

R750k 2010 – 2011

3 months

Mr Martin LotzManaging Director Jasco+27 (87) 310 [email protected]

(5) Econet Assisted Econet Wireless Burundi with integration strategy, target operating model and organisational structure related services in connection with their acquisition of Leo Burundi.

R4.0m 2014 – 2015

3 months

Mrs Tracy MpofuManaging Director [email protected]

PwC




We have performed numerous integration projects in the past few years (2 of 2)

Client Scope of work Project value Duration Contact details

(6) Tsogo Sun Day 1 readiness support to Tsogo Sun in connection with their acquisition of Gold Reef.

R750k 2010

3 months

Mr Marcel von AulockCEO Tsogo [email protected]

(7) Visa Integration management office support to Visa in connection with their acquisition of Fundamo.

R2.0m 2011 - 2012

6 months

Mr Bill GadiaHead of Global Mobile [email protected]

(8) BancABC Integration management office support to BancABC in connection with their acquisitions in five African countries.

R1.0m 2015

4 months

Mrs Christine BronkhorstFinance [email protected]

(9) Read Hope Phillips

Integration management office support to PwC in connection with their acquisition of Read Hope Phillips.

R750k 2016

3 months

Mr PJ HopeDirector RHP+27 (11) 797 4280

(10) ScawSouth Africa

Providing project management office services to Scaw South Africa inconnection with a confidential transaction.

R10.5m 2017 (ongoing)

8 months

Mr Johannes DuvenageProject Procurement Manager+27 (11) 842 [email protected]

PwC


Post deal integration thought leadership publications

Post Merger Integration survey

India (2010)


USA (2008)


Switzerland (2008)


Brazil (2008-2009)

Seven fundamental tenets of

successful integration (2012)



PwC


Post deal integration thought leadership publications



Facilities integration

(2013)

Integration Management Office

(2012)

People integration

(2013)

Finance integration

(2013)

Information Technology

integration (2013)Legal integration

(2013)

PwC


Examples of workplans


2 Examples of workplans

Note: The following examples of workplans are used as the starting point on

engagements, all workplans are to be tailored to the client, industry and deal

specifications.

PwC


People and Change workplan template



ID Task Name Status Priority Task OwnerDay 1?

[Y/N]Dependencies Start Date Finish Date

People and

changeDetailed timeline (week starting)

Number of working days

PC.1.1.0 ORGANISATIONAL DESIGN All

PC.1.1.1 Define future Organisational Structure for each function open

PC.1.1.2 Prepare a Business Strategy plan open

PC.1.1.3 Plan and develop process (structure, timeline, resources, etc.) to implement strategy open

PC.1.1.4 Consider whether changes to the mission statement of the remaining business are open

PC.1.1.5 Consider impact to process flow charts for each function and amend where required. open

PC.1.1.6 Consider whether changes to the code of conduct of the remaining business are open

PC.1.1.7 Ensure sufficient HR Support is in place for Day 1 open

PC.1.2.0 RETENTION OF KEY EMPLOYEES

PC.1.2.1 Form and document retention criteria (including a needs assessment) of key employees open

PC.1.2.2 Prepare a summary of employees on leave of absence (e.g., maternity and unpaid) and open

PC.1.2.3 Ensure that leased or contracted employees are not included as employees. open

PC.1.2.4 Identify key roles and key employees based on defined criteria and prepare a Key

Employee Master List showing; name of employees and their roles, reasons for retention

open

PC.1.2.5 Obtain details of any pending promotions, bonuses, share options, long tem incentives open

PC.1.2.6 Understand risks associated with non-retention in order to build a business case open

PC.1.2.7 Consider retention strategy (i.e. incentive/bonus scheme) for second tier open

PC.1.2.8 Communicate program to impacted employees open

PC.1.3.0 ASSESS STATE OF REMAINING EMPLOYEES

Workplan examples (1 of 7)

Illustrative

PwC


Legal workplan template




Illustrative

ID Task Name Status Priority Task Owner Day 1? [Y/N] Dependency Start Date

Legal/ Reg/ Risk/

CompDetailed timeline (week starting)


LR.1.1.0 ESTABLISHMENT OF THE NEW LEGAL ENTITIES

LR.1.1.1 Work with Deal structuring team in understanding whether seller is responsible

for setting up the legal entity the divested business is being transferred to.

open

LR.1.1.2 If yes, take appropriate action to (establish entity, perform tax registrations,

identify and obtain relevant licenses to trade, etc.)

open

LR.1.1.3 Confirm transfer of assets, liabilities and operational functions (incl. employees

and systems) in terms of the sale agreement .

open

LR.1.2.0 REGULATORY AND COMPLIANCE

LR.1.2.1 Identify Compliance matters related to transferring business that has to be

resolved prior to Day 1.

open

LR.1.2.2 Prepare action plan to remedy Compliance matters identified. open

LR.1.2.3 Implement action plan developed. open

LR.1.2.4 Identify and review any changes to regulatory requirements impacting the

remaining organisation

open

LR.1.2.5 Get legal advice on new requirements open

LR.1.2.6 Review and update existing compliance policy (if required) open

LR.1.2.7 Review and update compliance manual (if required) open

LR.1.2.8 Ensure continued compliance with various Acts and Regulations during the

transaition period.

open

LR.1.2.9 Ensure compliance relevant statutes including; Electronic Compliance

Act.,VAT Act, King III etc

open

PwC


Finance & Tax workplan template




Illustrative

ID Task Name Status PriorityResponsible

partyTask Owner

Day 1?

[Y/N]

Depend

enciesStart Date Finish Date

FIN Detailed timeline (week starting)

FIN.1 TAX - to ensure full compliance to regulatory requirements for all stand alone entities and also proper tax treatment for the transaction in RemainCo

FIN1.1 Register new companies with relevant tax authorities :

FIN1.1.1 PAYE Open

FIN1.1.2 Income Tax Open

FIN1.1.3 VAT Open

FIN1.1.4 Importer licence Open

FIN1.1.4 Export licence Open

FIN1.2 Obtain a copy of the SPA and other relevant transaction documents (e.g.,

resolutions, shareholders agreements etc.). Understand the transaction, i.e.:

effective date

effect of any suspensive conditions on tax implications

assets to be transferred

liabilities to be assumed

how purchase price is to be paid (cash, loan or shares)

how purchase price is to be funded how the purchase price is to be allocated

to the assets (considering market value as appropriate)

whether any tax neutral rules will apply

whether requirements for VAT zero rating on the basis of going concern have

been met as applicable

Open

FIN1.3 Obtain a tax opinion from a third party tax advisor to ensure all tax implications

of the transaction are identified and understood

Open

FIN1.4 Understand tax and exchange control implications resulting from any cross-

border flow of funds

Open

FIN1.5 Identify the assets to be transferred and the liabilities to be assumed Open

PwC


Marketing workplan template




Illustrative


[Y/N]Dependencies Start Date Finish Date Comments

Marketing Detailed timeline (week starting) 06 13 20

Number of working days 5 10 15

MKT.1.1.0 BRAND

MKT.1.1.1 Assessment of competitors behaviours/ media publications Open

MKT.1.1.2 Perform an exercise to measure brand equity Open

MKT.1.1.3 Perform a Brand Customer Satisfaction Assessment – baseline Open

MKT.1.1.4 Consult with branding expert. Open

MKT.1.1.5 Prepare a business case for why brand should be retained / repositioned / Open

MKT.1.1.6 Prepare a master list of all (Signage, Virtual Branding, Branded Tools and Open

MKT.1.1.7 Obtain Board approval on presented business case Open

MKT.1.1.8 Based on decision, take appropriate action to update / roll out brand Open

[Detailed steps to be included based on decision] Open

MKT.1.2.0 CAMPAIGNS

MKT.1.2.1 Determine if immediate cancellation or modification of any existing Open

MKT.1.2.2 Identify the key synergies and strategic opportunities arising from Open

MKT.1.2.3 Review sales plans and priorities by product, market, and country and Open

DEVELOP CUSTOMER COMMUNICATION PLAN Open

MKT.1.2.4 Consider communication strategy and how the business want to position the

separation with the market - this would also be dependent on whether a re-

Open

MKT.1.2.5 Work with IT on segmentation of customer base in order to separate pre- Open

MKT.1.2.6 Identify all customer communication channels (e.g., e-mail and newsletters) Open

MKT.1.2.7 Develop per segment communication plan (incl. channel, timeline, etc.) Open

MKT.1.2.8 Prepare email / letter content Open

MKT.1.2.9 Prepare call scripts Open

MKT.1.2.10 Assess impact on call centre volumes Open

MKT.1.2.11 Prepare call centre processes Open

MKT.1.2.12 Roll out comms plan Open

Jun-16

PwC


IT workplan template




Illustrative


[Y/N]Dependencies Start Date Finish Date

IT Detailed timeline (week starting)


IT.1.1.0 SYSTEMS AND APPLICATIONS

IT.1.1.1 Prepare a master list of all systems and applications Open

IT.1.1.2 Distribute master list to all Function Leads to confirm completeness of list Open

IT.1.1.3 Work with legal to ensure transferability of all software licenses and agreements Open

IT.1.1.4 Consider the need for any changes required in order to enable day 1. Functional leads

to send change requirements to IT

Open

IT.1.1.5 Identify interfaces between systems, applications or databases Open

IT.1.1.6 Determine the impact of identified change requirements on system interfaces. Open

IT.1.1.7 Identify any interim solutions needed for Day 1 including any temporary links between

the systems to ensure access to required data is provided.

Open

IT.1.1.8 Work with Function leads on the development of detailed specification of required

changes to IT systems

Open

IT.1.1.9 Develop and implement changes Open

IT.1.1.10 IT Test: Test and Deploy changes Open

IT.1.1.11 Confirm continued access of system and application by approved users on Day 1 Open

IT.1.1.12 Plan for more support needs on Day 1 Open

IT.1.1.13 Identify and satisfy Internal auditor requirements Open

IT.1.1.14 Identify and satisfy External auditor requirements Open

PwC


Operations workplan template




Illustrative


[Y/N]Dependencies Start Date

Operations & Detailed timeline (week starting)

Logistics Number of working days

OPS/L.1.1.0 OPERATING MODEL

OPS/L.1.1.1 Consider impact of transaction on the operating model and consider ongoing appropriateness Open

OPS/L.1.2.0 REPORTING

OPS/L.1.2.1 Reporting and MI changes and requirements will be addressed within each ops area and

therefore requirements / impact needs to be considered by individual Ops sub areas.

Open

OPS/L.1.2.2 Establish and communicate when cut off, month end and year end procedures will be done Open

OPS/L.1.2.3 Evaluate, identify and perform gap analysis of current and required key performance Open

OPS/L.1.3.0 PROJECTS AND INITIATIVES

OPS/L.1.3.1 Identify all projects and initiatives (capex and other) in progress or about to be launched and Open

OPS/L.1.3.2 Identify critical projects and changes that need to managed through the transition to minimize Open

OPS/L.1.3.3 Prioritisation of focus and deploy of resources / capacity Open

OPS/L.1.3.4 Review all current major projects for compliance with delivery dates. Open

OPS/L.1.3.5 Review all current major projects for cost status versus budget and forecast Open

OPS/L.1.4.0 POLICIES, PROCEDURES AND DOCUMENTATION

OPS/L.1.4.1 Collect and review all policies, standards, procedures and manuals for materials, production, Open

OPS/L.1.4.2 Develop revised or common policies and procedures (where required). Open

OPS/L.1.4.3 Establish the need for interim controls to be applied during the transition period. Open

OPS/L.1.4.4 Establish interim process for disputes management. Open

PwC


Communications workplan template




Illustrative


[Y/N]Dependencies Start Date

Comms Detailed timeline (week starting)


COMM.1.1.0 COMMUNICATION PLAN

COMM.1.1.1 Develop and agree on overall communication plan including key messages (internal and external),

organizational structure announcements, and format

open

COMM.1.1.2 Produce timetable to coordinate all communications activities open

COMM.1.1.3 Coordinate the distribution and messages of all communication for all functions and divisions open

COMM.1.1.4 Develop timeline to introduce values and corporate culture of new company to employees open

COMM.1.1.5 Review all communications produced by functions/divisions to coordinate distribution and messaging open

COMM.1.2.0 COMMUNICATION TO EMPLOYEES

COMM.1.2.1 Creation of an effective communication plan open

COMM.1.2.2 1. The structure of the organisation open

COMM.1.2.3 2. The Core function(s) of the organisation open

COMM.1.2.4 3. Relaunch of the "Organisation", i.e. Leadership Philosophy, Leadership Values, Performance

Management System, Business strategy, Organisational culture

open

COMM.1.2.5 4. The People support initiatives being implemented open

COMM.1.2.6 Implementation of communication plan open

COMM.1.2.7 Agree on communication plan and framework. Determine the messages, format, and communication

method (e.g., newsletter, flyers, intranet, email, and department meetings).

open

COMM.1.2.8 Draft employee welcome letter (i.e., key info, overview of changes, strategy statement, org chart, and

hotline number)

open

COMM.1.2.8 Draft employee welcome letter (i.e., key info, overview of changes, strategy statement, org chart, and

hotline number)

open

COMM.1.2.10 Finalize and print all employee Day 1 communications open

COMM.1.2.11 Send "heads-up" communications to managers open

COMM.1.2.12 Distribute Day 1 and welcome information to employees open

COMM.1.2.13 Set up employee hotline for Day 1 announcements and employee Q&A open

© 2018 PricewaterhouseCoopers. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers Advisory Services (Pty) Ltd which is a member firm

of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

Contacts

Martin SiemersPartner / DirectorDelivering Deal Value LeaderT: +27 (11) 797 5580M: +27 (79) 887 6772F: +27 (11) 209 [email protected]

Olivier MaPartner Advisory Deals LeaderT: +(230) 404 [email protected]

delivering deal value pwc mauritius post merger integration deal...integration day 1. identify and...

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