Unleashing the value
of HR transaction
HR for HR and HR for the business
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Introduction
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Melanie Penna
SVP HR Operations
Elizabeth Fealy
Principal
Ernst & Young LLP
Melanie_Penna@comcast.com
elizabeth.fealy@ey.com
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In her current role, Mel leads a team of more than 200
employees in Comcast's HR Operations organization,
which includes HR Systems and Technology, Shared
Services and Compensation Administration.
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As a former HR Business Partner, she provides strategic
direction to more than 100 HR professionals with
responsibility for Comcast's corporate and contentrelated entities.
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Mel led all merger and acquisition due diligence,
communication and execution activities on behalf of HR
for the following transactions: E.W. Scripps, Jones
Intercable, Prime Communications, Lenfest, and AT&T
Broadband.
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She serves as an Executive Sponsor of the Comcast
Veterans Employee Resource Group and the Comcast
Running Club. Mel has a particular interest in/focus on
women's leadership issues.
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Liz is a principal and leader in Ernst & Young LLP’s
People Advisory Services (PAS) Transaction Advisory
Services and has more than 20 years of global human
capital M&A experience and has practiced employment
and labor law in the past.
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Liz is a strategic advisor to her clients on people and
HR implications in mergers, acquisitions, divestitures,
spin-offs, joint ventures and restructurings. She has
advised her clients in many of the largest recent
transactions across a variety of industries including
health care, technology, financial services, insurance,
airlines and transportation. Over her career, Liz has
partnered with more than 25 of the Fortune 100
companies on their corporate transactions.
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Prior to joining Ernst & Young LLP, Liz served EVP and
Global Co-Leader of Aon Mergers and Acquisitions
Solutions for Aon Hewitt where she co-lead a global
team of more than 50 employees as well as an
extended team of 250 colleagues. She lead the
development of the M&A practice's strategies/solutions,
client market development, team leadership as well as
financial management.
The context
Multiple transactions and entities
The deal announced in 2014 represented approximately US$45.2b in transaction value. It was arguably one of the most
complex large-scale deals, involving multiple transactions and entities that were merging, selling, swapping and spinning
off assets.
T1
TWC  Comcast
“Merge Co”
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Comcast and Time Warner Cable merge companies and networks
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Charter acquires systems from Comcast, representing approximately 1.4 million former
TWC video customers for an estimated US$7.3 billion in cash
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Charter and Comcast transfer assets in a tax-efficient exchange involving approximately
1.4 million former TWC video customers and approximately 1.6 million Charter video
customers
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Comcast will spin-off a new entity called “GreatLand Connections” (GLC), composed of
cable systems serving approx. 2.5 million Comcast video customers
Charter will acquire approx. 33% of GLC equity by issuing an estimated US$2.1 billion of
equity of a new holding company of Charter to GLC shareholders
T2
TWC  Charter
“Sell Co”
T3
Charter  Comcast
“Swap Co”
T4
Comcast  GLC
“Spin Co”
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T5
TWC  NBCU
“Merge Co”
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Certain Time Warner Cable assets are folded into NBCU (Comcast subsidiary) as part of
the TWC/Comcast merger
EY’s working with Comcast
Primary human capital workstreams
HR Advisory/
Project management
office (PMO)
HR technology/
thin layer platform
Employee experience/
change management
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Strategic HR transaction
advisory and coordination
across HR workstreams
Support enterprise-wide
organization design, talent
selection and execution of
related decisions
+
EY
engagement
teams
Organization and
talent planning (OTP)
Additional teaming areas
Support OTP with technology
platform, while serving as
interim human resource
information system (HRIS)
solution
Enable positive employee
experience during critical
transition time, and equip
enterprise with change
management capabilities
Business
services
integration
Support integration and
divestiture activities for
Comcast’s Business
Services organization
Dotcom –
eBusiness
integration
Support integration
divestiture activities for
Comcast’s eBusiness
organization, including
both business and IT
integration support
Dotcom –
customer
experience
Design and support of
the new online portal
enabling a better
customer experience
HR Advisory/PMO
HR PMO workstreams
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Global benefits
Compensation
HR shared services
HR technology and
payroll
Employee relations and
labor
Talent acquisition
Learning and talent
management ™
OTP
Employee
communications
Employee experience
HR finance and analytics
Diversity and inclusion
Off-boarding
Project management and
reporting cadence
Day 1 readiness checklist
Weekly status report
Project plans and
integration dashboard
Transaction Timeline
Project plans by HR workstream
Day 1 dashboard
HR interim workstreams
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Day-to-day management
Approvals process
Reporting
Interfaces
Leave of absence (LOA)
management
Employee records
Employee transfers
Courtesy services
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Data and meeting requests
and clean team
HR data request tracking
Clean team process
OTP
To integrate the people and positions associated with the TWC and Charter transactions
in a way that achieves the business/deal objectives and enhances the long-term talent pipeline for Comcast.
OTP
objective
Project
phases
Align headcount
Execution
timeframe
Purpose
Aug – Oct 2014
Assign accountability for all
moving headcount to its
destination organization and
executive leader
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Combined headcount
database for all
transactions (“thin layer”)
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Headcount/organization
mapping of talent
movement for each
transaction
Key
deliverables
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Core
activities
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Ongoing reports to support
finance, organization
planning and talent
movement
Headcount mapping
sessions
Oct 2014 – Jan 2015
Define organization structures
and reporting relationships to
accommodate new headcount
and functional responsibilities
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Design organization
playbook/(processes and
tools) for HR business
partners (HRBPs) to
leverage in organization
design
Oct 2014 – Jan 2015
(+ongoing activities)
Assess talent and select
people to fill key positions
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Position/job-level maps
aligning TWC/Charter/
Comcast roles
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Day 1 through Day 730
functional organization
charts
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Design organization
sessions
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Talent discovery and
selection playbook
(processes and tools) for
HRBPs to leverage in
talent selection
Final decisions on slotting
and selection of
individuals to fill roles
Talent discovery
discussions
Select talent sessions
Feb 2015 – ongoing
(based on talent decisions)
Lead the movement,
onboarding and off-boarding
of talent
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Talent movement policies
and guidelines
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Tools/process for HRBPs
to leverage in moving and
dispositioning talent
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Communications plan
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Final disposition of all
people affected in the
transactions
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Talent on/off-boarding
communications and
activities
HR technology/thin layer platform
?
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Employee data
transaction conundrum
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The need for crossorganizational data during preclose period
Future state organization
modeling and synergy modeling
capability
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Thin layer solution
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Database platform to house
combined organization and
employee data
Organization and talent
modeling environment against
structured processes and
consistent support
Interim HRIS solution
HR’s value add to
transaction
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Increased visibility and
transparency
Accelerated integration
Retention of key resources
Alignment with finance
Stakeholders
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Integrated management
office (IMO)/HR PMO
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Field/operations
HR
Finance
Communications
Compliance
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Aligned to OTP methodology
*SFTP – Secure File Transfer Protocol
*PGP – Pretty Good Privacy
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Integration and synergy tracking
Predefined and ad-hoc analytics
Employee experience
Change management and onboarding
Change
management
Early assessment
of change impacts
Assessment of
change impacts
Change
management toolkit
Change
management
review process
Change review
sessions
impact planning
Coordinated
change
management
plans
Employee engagement
(EE) experience
road map
Assessment of
initial plans and
onboarding
guidance
Data analyses
and coordinated
onboarding plans
Execution of
employee
onboarding
Onboarding
Onboarding
template
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EE location
analysis
Site/event
collision
analysis
EE group
touches
analysis
Pre-close – day 5+
onboarding –
coordinated
planning
HR for HR and HR for the business
HR for HR
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HR PMO*
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Total
rewards
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Labor
relations
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Drive functional
HR deal
objectives
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Organization
and talent*
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Employee
experience*
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Total rewards strategy
Base compensation
Executive compensation/
retention
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Health and welfare
Retirement
HR policies
Labor relations/works councils
HR operating model
Enterprise organization
design
EE communications
EE engagement
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HR operations*
HR PMO
HR strategy and road map
Human capital synergy savings capture
Payroll
HRMS
Time and labor
Rewards administration
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Talent selection
Workforce planning
Workforce transition
Culture assessment and
transformation
Change management
Talent acquisition
HR effectiveness
HR for the business
*Areas of EY/Comcast teaming
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Enable HR to
drive strategic
enterprise-wide
deal objectives