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The Five R's: www.sig.org/eval Mayer Brown, Dan Masur Mayer Brown, Peter Dickinson Alvarez & Marsal, Peter Allen Alsbridge, Paul Hardy Delivering Value Through Re-negotiating, Re-solutioning, Re-sourcing, Retrofitting and Renewing Existing Sourcing Arrangements

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The Five R's:

www.sig.org/eval

Mayer Brown, Dan MasurMayer Brown, Peter DickinsonAlvarez & Marsal, Peter AllenAlsbridge, Paul Hardy

Delivering Value Through Re-negotiating,

Re-solutioning, Re-sourcing, Retrofitting and

Renewing Existing Sourcing Arrangements

THE FIVE R’s: Re-solutioning, Re-sourcing, Restructuring, Retrofitting, and Reconciling Existing Sourcing Arrangements

Dan Masur, Moderator (Mayer Brown)Peter Dickinson, Moderator (Mayer Brown)Peter Allen (Alvarez & Marsal)Paul Hardy (Alsbridge)

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Speakers

Peter Dickinson is a partner in Mayer Brown's London office and a member of the Corporate & Securities practice. Peter's practice focuses on mergers and acquisitions, joint ventures and other significant commercial transactions including, in particular, large scale multi-jurisdictional outsourcing projects. He is a widely acknowledged leader in the telecommunications industry and is highly recommended in this field by both Chambers UK and the UK Legal 500. He is also recognized as a leading mergers and acquisitions lawyer and a leading outsourcing lawyer by both Chambers UK and the UK Legal 500.

Dan Masur is the partner-in-charge of our Washington, D.C. office and is recognized as one of the leading lawyers in the outsourcing field by Chambers Global, Chambers USA and Legal 500. Chambers has described Dan as “phenomenal” and the "expert of experts," noting clients say he "has incredible knowledge of outsourcing, inspires confidence in others and has great business intelligence.” He has represented national and international clients in a broad range of on-shore, near-shore, and offshore information technology and business process sourcing transactions involving global and niche sourcing providers, offshore captives and various hybrid structures.

Peter Allen is a Managing Director with the consulting firm Alvarez & Marsal, based in New York. With extensive prior experience in outsourcing and shared services advisory, sales, and service delivery, Peter now leads A&M’sEnterprise Services practice. His team focuses on reimagining the ways that technology-enabled business services can support the growth and efficiency objectives of corporations.

Paul Hardy is a Managing Director with Alsbridge. He has led many of Alsbridge’s most complex multi-tower ITO (both applications and infrastructure) and BPO engagements in insurance, banking, telecommunications, retail and manufacturing. He has over 23 years of business experience encompassing P&L and Management Consulting leadership roles, and over a decade of experience in outsourcing. He has led major people, process and technology transformation programs for Fortune 500 clients in multiple industries.

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About Mayer Brown’s Business & Technology Sourcing Practice

“They're very practical in terms of trying to identify solutions and giving very good advice on areas where it's reasonable for us to compromise or, alternatively, where to hold our ground.”

~ Chambers USA 2015

"An excellent team of people for outsourcing agreements globally -pragmatic in their approach, with a wealth of experts they can call on.”

~ Chambers Global 2014

“Mayer Brown is universally regarded as a leading player in the technology and outsourcing arena, with market commentators commending the ease with which its lawyers integrate with clients, delivering business-focused advice and guidance.”

~ Chambers Global 2013

“Their knowledge in this area is tremendous. They know us so well they blend into our deal teams and become a natural extension to our in-house team.”

~ Chambers USA 2014

• More than 50 lawyers around the world focused on helping clients improve their business operations by sourcing services and technology

• Advised on more than 300 significant outsourcing transactions valued at an aggregate of more than $100 billion

RECOGNIZED MARKET LEADER

“Band 1” ranking in IT/Outsourcing for12 consecutive years (Chambers 2004-2015)

Named “MTTOutsourcing Team of the Year” in 2014 and ranked in the top tier from 2010 thru 2015

Ranked as one of the top law firms in 2009 thru 2015 on The World’s Best Outsourcing Advisors list for The Global Outsourcing 100™

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About Alsbridge

Expense reduction

Independent advisor

Sustained agreements track record

“Zero Divorce”

Data-driven decisions

Engagements address over More than

$11B 300annual market spend

professionals with an average of 20 years experience

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About Alvarez & Marsal

• For three decades, Alvarez & Marsal has set the standard for working with organizations to tackle

• complex business issues, boost operating performance and maximize stakeholder value.

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4,000+ ENGAGEMENTS | 140 INDUSTRIES | 30 YEARS

A&M BRINGS OPERATING AND MANAGEMENT EXPERTISE COMBINED WITH TOP-TIER CONSULTING AND SPECIALIZED INDUSTRY EXPERIENCE TO MEET THE CHANGING NEEDS OF COMPANIES AND INVESTORS.

Business Performance Improvement

● Growth and Revenue Enhancement

● Supply Chain Operations

● Finance and Accounting

● Information Technology

● Human Capital and Organizational Change

● Merger Integration

● Performance Improvement

● Enterprise Services

Surviving 6 years of recession has eroded capacity to grow

Agility is top of the agenda…ability to detect and react quickly

Balance sheet scrutiny is exceptionally high…not a place to park risks

Technology innovations are changing the game and fueling consumption economics

Achieving growth—without adding bulk to the enterprise—is the new recipe for success

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Today’s

Market

Realities

For three decades, Alvarez & Marsal has set the standard for working with organizations to tackle complex business issues, boost operating performance and maximize stakeholder value.

DEFINING THE OPPORTUNITY

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• Incorporating new technologies / solutions / services – e.g., cloud, as-a-service, autonomics/robotics, service utilities – to reduce applicable charges, improve performance and/or add new or enhanced capabilities.

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Re-solutioning

• Directing some or all of the services to alternative providers offering more attractive pricing, stronger capabilities, new product or service offerings, etc.

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Re-sourcing

• Moving to a different outcome or business construct, such as buying an integrated unit of consumption that is meaningful to the client’s business, not just discrete devices or other IT components used to perform the function.

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Restructuring

• Modifying an existing relationship to incorporate mobility, data analytics and/or other components of the company’s digital strategy by altering the form of service provisioning.

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Retrofitting

• Renegotiating the existing terms to address areas of misalignment, including pricing that is no longer market-competitive, performance issues, evolving business requirements, etc.

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Reconciling

STRATEGIC AND TACTICAL CONSIDERATIONS

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• Adopting a Services Architecture to provide for modular engagement of internal and external service providers in a seamless manner, with transition economics applied.

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Evaluating and structuring the value received and investment required

• Defining the optimum process and services relationships, including timing (not just tied to renewal), the role of the incumbent provider, cost benefit analysis, change management considerations, creating negotiating leverage, etc.

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Process

• Identifying and addressing impediments to change, including transition charges, termination charges, sunk costs, availability of internal talent, mindset/resistance to change, contract issues, etc.

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Impediments

Reimagining Technology Sourcing in the Digital Age

QUESTIONS

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Dan MasurPartner, Mayer Brown +1 202 263 3226 [email protected]

Peter DickinsonPartner, Mayer Brown +44 20 3130 [email protected]

Peter AllenManaging Director, Alvarez & Marsal+1 212 763 1616 [email protected]

Paul HardyPartner, Alsbridge+1 617 834 [email protected]

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

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The Five R's: Delivering Value Through Re-negotiating,

Re-solutioning, Re-sourcing, Retrofitting and Renewing

Existing Sourcing Arrangements

www.sig.org/eval

Dan MasurPartner, Mayer Brown +1 202 263 3226 [email protected]

Peter DickinsonPartner, Mayer Brown +44 20 3130 [email protected]

Peter AllenManaging Director, Alvarez & Marsal+1 212 763 1616 [email protected]

Paul HardyPartner, Alsbridge+1 617 834 [email protected]