Avoid the M&A Uh Oh! Moment— Have a Plan!

1. Avoid the M&A Uh Oh! Moment—Have a Plan! 27 June 2012 Steven Braud, VP, Finance & Accounting Outsourcing Stan Mejia, AVP, Finance & Accounting outsourcing David Kaminski, SVP, Finance & Accounting Outsourcing

2. Today’s Moderator Avoid the M&A Uh Oh! Moment—Have a Plan! David is the Senior Vice President of Client Engagement for Sutherland’s Finance & Accounting Outsourcing Practice. With over 30 years of experience, David has worked as a Partner with Capgemini, and has served as General Manager of Worldwide Financial Services for Microsoft Corporation. During David’s 9 year tenure at Microsoft, his responsibilities were split between running two global businesses as Chief Credit Officer of Microsoft Corporation and President of Microsoft Capital Corporation.  David and his team of 400 professionals managed a global asset of $8 billion in more than 180 countries.  David Kaminski, SVPSutherland Global ServicesF&A Services

3. Today’s Speakers Steven is a Solution Architect with Sutherland’s Finance & Accounting Outsourcing Practice. With over 30 years of experience, Steven has worked for Fortune 50 companies in Strategy Formulation, Business Performance Management, Accounting, Transformation, General Accounting and Close & Consolidation. He is an industry expert in Order to Cash for outsourcing and has consulted with several Fortune 50 Companies for Cost Reduction, Performance Management, Shared Services, Finance Transformation and ERP Implementations. Stan is a Transition expert with Sutherland’s Finance & Accounting Outsourcing Practice. With over 30 years of experience, Stan has worked for some of the leading Accounting, Consulting and Outsourcing companies in the world, and was an Accounting Center Controller for one of the nation’s largest retailers. He has a strong background in Consolidation, Transition and Transformation within an accounting organization, and his experience includes serving as the Lead Client Service Representative for several accounting outsourcing programs, including those that require both domestic and offshore services. Steven Braud, VP Sutherland Global ServicesF&A Services Stan Mejia, AVP Sutherland Global Services F&A Services

4. Today’s AgendaAvoid the M&A Uh Oh! Moment—Have a Plan! • How to Create a Plan for Your M&A Events • Why It Is Important to Have a Sponsor • What Are the Critical Questions to Consider? • Status Quo, Shared Services Center or Outsourcing • Which One Is Right for You? • Standardization—A Solution That Delivers Benefits • Do You Have an Opportunity to Standardize? • Working Example—A Focus on Accounts Payable • How an Outsourcing Partner Can Help You

5. Level-Setting Today’s Discussion • M&A can be a great way to grow your business • It can also bring huge challenges • According to a KPMG study "83% of all mergers and acquisitions (M&As) failed to produce any benefit for the shareholders and over half actually destroyed value" • Top challenges associated with M&A • Poor strategic fit • Culture clash • Poor communication • Due diligence mistakes • Betting the whole company • Not allocating enough resources • Insufficient Change Management • All of these could relate to not having a comprehensive implementation plan Our focus today is on having a plan in place to standardize processes and technology in your Finance Department to help drive M&A success

6. How to Create a Plan for Your M&A Events Ensure the plan encompasses all project management and process functions from the point of acquisition to integration FormalIntegration Review Integrationof Organizations Buildingthe Plan Plan Execution Baseline Review Integration Design Shadowing Staffing Go Live Training HR Planning OPS Review QA Implementation Training Planning Track/Sustain IT Deployment M&ADiscovery QA Planning Govern Engagement Facility Readiness IT Planning BCP / DRP Initiation/Discovery Facility Planning A plan to integrate two companies is similarto implementing an outsourcing plan. Process Mapping Risk Planning

7. Why It Is Important to Have a Sponsor • After M&A, the CFO is busier than ever,and likely doesn’t have the bandwidth tolead the charge • A strong sponsor is key to success • A strong sponsor has the authority and buy-in from key teams and stakeholders to drive the overall project from acquisition to integration, and will: • Expect the unexpected • Attack bumps in the road right away • Manage the ongoing nature of the integration process • Communicate, communicate, communicate • Report progress to the Senior Leadership Team • Work through problems to reach resolutions that are best for the organization • Help lead Change Management and drive values

8. What Are the Critical Questions to Consider? • What are your expectations? • Are you communicating with your people? • What processes/systems in each organization are best in class? • Are you prepared for system integration and reporting standardization? • Have you identified high-value and non-value activities in each organization? • How will you achieve your business case? • Do you have the right F&A staff (size, number of positions, etc.)? • Are you sufficiently managing risk?

9. Status Quo, Shared Services Center or Outsourcing—Which One Is Right for You? Operation Models Post-M&A Operate BusinessesAutonomously Create a Shared ServicesCenter Partner with an Outsourcing Provider • Benefits • All of the benefits of a Shared Services model PLUS • Process standardization & best practices • New technology & toolsets • Strategic focus • Risks • Transition timeframe • Knowledge transfer • Challenges of change management • Benefits • Labor arbitrage • Process optimization • Economies of scale • Controlled internally • Risks • Tactical focus • Realizing transition and transformation costs • Key staff lost, not retained • Internal change management • Benefits • Status-quo retained • Change kept to a minimum • Time to evaluate options • Risks • Status-quo retained • Process and cost efficiency not realized • System constraints from disparate systems The foundation for long-term success is standardization.

10. Standardization—A Solution That Delivers Benefits • Standardization helps integrate M&As in a targeted way and helps management: • Improve the value F&A delivers to support business strategies • Make better, smarter, faster decisions that are invaluable in a global competitive market • Streamline business processes, document retention, real-time access, disaster recovery and security • Reduce redundant staff layers, processes and costs • Mitigate delivery risk through simplified points of contact

11. Do You Have an Opportunity to Standardize? • Are your processes manual and paper-intensive? • Do you have policies and procedures in place? • Do you have redundant positions? • Do you have multiple processes? • Are your G&A costs too high? • Do you have the right technology? • Do you have the right teamin place to drive standardization?

12. How an Outsourcing Partner Can Help You • Provide best in class solutions to maximize your M&A events • Develop and implement policies and procedures • Automate manual processes • Implement tools and technology to standardize systems • Optimize non-value activities • Focus management on strategy and growth • Provide the right F&A talent

13. Thank You Steven Braud—Presenter Vice President, Solution ArchitectFinance & Accounting OutsourcingSutherland Global Servicessteven.braud@sutherlandglobal.com Stan Mejia—Presenter Assistant Vice President, TransitionsFinance & Accounting OutsourcingSutherland Global Servicesstan.mejia@sutherlandglobal.com David Kaminski—Moderator Senior Vice President, Client EngagementFinance & Accounting OutsourcingSutherland Global Servicesdavid.kaminski@sutherlandglobal.com

14. What Sutherland FAO Can Do For Your Finance Organization In addition to reducing the cost of the Finance function, outsourcing provides CFOs with the opportunity to focus their retained organization on what is important to the Business. Cost Reduction Strategic Business Decision Support Financial Reporting Finance Focus Transaction Processing Administrative Transactional Decision Making Time Spent From • Finance as a function • Transaction processing requiring effort & attention • Focus on ad-hoc operational solutions To • Finance as a business partner • Focus on performance management for core processes • Finance operations very low cost & effective

15. Sutherland FAO – Practice Overview Structure • Globally distributed delivery capacity and domain capability • The Deloitte-established Tulsa FAO Centre of Excellence has been servicing clients since 1995 • Strategic global locations designed to satisfy SAS 70 standards and Sarbanes-Oxley requirements Capability • Full suite of FAO services – transaction processing to financial and management reporting • Integrated Analytics to support Collections, Financial Planning and Analysis functions • Onshore, offshore and hybrid solutions tailored to meet client-specific needs Expertise • Dedicated team experienced in business transformation, process optimization & transition services • Expertise in utilizing existing client applications and/or SGS-hosted ERP systems • Robust set of add-on technologies supported by in-house application management team Flexibility • Custom-crafted Pricing and Commercial Structure aligned to client needs and objectives • Output/Outcome Based Pricing and No Termination penalties Sutherland’s Finance and Accounting BPO Practice is ~2000 people strong, processing 150 million transactions annually, delivering services from four geographies

16. Working Example—A Focus on Accounts Payable Is Your Finance Department Drowning in Paper?

17. Working Example—A Focus on Accounts Payable Operational Impact Indicator Bloated staff structures High turnover Stagnant turnover inflating salaries Decentralized model High G&A labor costs Lack of staff continuity Inconsistent customer service People Lack of clear policies & procedures Manual, paper-based processes Long cycle times High volume of exceptions Minimal service levels Minimal reporting Paying vendors too frequently Poor visibility Limited controls & compliance Customer service issues Impact on Working Capital Poor supplier relationships Unable to identify root cause of issues Process Disparate systems Lack of system integration Minimal e-tools Limited or no automated workflow Manual, paper-based processes Unable to optimize available functionality High support and maintenance costs Technology