MAY 2019

GOODWIN PROCTER 2018 ANNUAL REVIEW ALM LEGAL INTELLIGENCE GOODWIN PROCTER ANNUAL REPORT Executive Summary

• Goodwin Procter’s focuses on providing services in 6 core industries across 3 practice areas1 — $1.2B firm, ranked 26th in the Am Law 100, with 955 attorneys, 70% based in the U.S. Northeast — Core industries include Financial Services, Life Sciences, Private Equity, Real Estate and Technology1 — Firm leverages its expertise in technology to complement its Life Sciences and Private Equity practices2 — Lateral hiring has focused on strengthening the firm’s presence on the West Coast, Northern Europe and Hong Kong • Goodwin Procter had a strong financial performance in 2018 with 16% revenue and 18% profit growth — Revenue Per Lawyer (RPL) grew 11% and Profits Per Equity Partner (PEP) reached almost $2.5M — Private Equity and Life Sciences practices grew revenues 30%+ and Technology practice revenues grew 20%+2 — Non-U.S. revenues grew 40%+ with London up 58% to $67 million3 — Goodwin performed similarly to many of its peers in terms of revenue and profit per lawyer (PPL) growth over the past year. — Firm maintains a low leverage ratio of 3.4 • The firm performs better than most of its ALM Selected Peers on gender and minority diversity • Goodwin Procter is expected to continue its geographical expansion — Opening a new office in Santa Monica, CA in Summer 20194 — Signed new leases in Paris5 and Frankfurt 6 for more office space • Goodwin Procter has not historically used acquisitions for expansion and growth

* ALM Selected Peers = Cooley, Fenwick & West, Wilson Sonsini See bibliography to links to underlying sources

2 Firm Report GOODWIN PROCTER ANNUAL REPORT Key Statistics: Goodwin Procter

Goodwin Procter is ranked 26th in the Am Law 100 with 955 lawyers, 70% based in U.S. Northeast. In 2018, the firm outpaced its five-year average in many key metrics

Year-on-Year Average Annual Growth 2018 Growth 2014 -2018 2017 - 2018

Revenue ($M) $1,199 16% 11%

Profit ($M) $541 18% 13%

Profit Per Equity Partner ($K) $2,463 14% 9%

Total Lawyers 955 5% 6%

Equity Partners 220 4% 4%

Non-Equity Partners 133 5% 4%

Leverage 3.4 2% 3%

Metrics where the firm’s year-on-year performance outpaced its five year performance

3 Firm Report GOODWIN PROCTER ANNUAL REPORT Goodwin Procter Global Footprint

Goodwin Procter has a strong position in the Boston market alongside a small network of domestic and international offices in major markets

Lawyers By Location Goodwin Procter Goodwin Procter For Goodwin Procter, 2019 Lawyers by Global Region Year over Year 5 Year Average Goodwin Procter, 2018 2017 – 2018 2014 – 2018

Boston 364 -1% -1%

New York 208 8% 9%

California 158 9% 9%

International 137 164% 62%

Washington DC 88 -1% -1%

4 Firm Report GOODWIN PROCTER ANNUAL REPORT Goodwin Procter Lateral Partner Hiring

Goodwin Procter remained aggressive in lateral hiring globally, leading its peers with 30 hires between 2017 and 2019. The firm has made a significant number of hires outside its home base of Boston

Lateral Partner Hires and Departures For Goodwin Procter Annual Report and ALM Selected Peers, 2017 - 2019

Depatures Hires

30 28 13 6 -6 -15 -15 -24

Goodwin Procter Cooley Fenwick & West Wilson Sonsini

Note: Lateral hiring data is from the period January 2017 through February 2019

5 Firm Report GOODWIN PROCTER ANNUAL REPORT International Growth

Goodwin Procter’s international strategy is to replicate its strong position in the US life sciences and technology space in Europe and Asia. In the past year, the firm has aggressively hired in the lateral markets to realize this strategy

Growth Outside of the United States Goodwin Procter’s International Strategy Lawyers by Location For Goodwin Procter Goodwin Procter’s Strategy and Performance Outside of the US

75 • Goodwin Procter grew its non-US business, which encompasses its offices London in London, Frankfurt, Paris and Hong Kong by 42% last year 3 • London saw particularly strong performance with revenue up 58 per cent from $42M in 2017 to $67M in 2018 3 50 • The firm made 12 partner hires across London, Paris and Germany since 2017 Paris • The firm launched a European life sciences practice in London last year 5 25 with the hire of four Dechert lawyers, including two City partners Frankfurt • In Asia, the firm is looking to continually strengthen its offerings towards Hong Kong private equity firms and technology, media and life sciences companies6 • Goodwin Procter hired two private equity focused partners in Hong Kong 0 from Kirkland & Ellis 6and Cleary in 2018 7 2014 2015 2016 2017 2018

6 Firm Report GOODWIN PROCTER ANNUAL REPORT Performance in Key Financial Metrics

Goodwin Procter had a strong financial performance in 2018 with 16% revenue and 18% profit growth. Profits per equity partner (PEP) increased an impressive 14% Likely Drivers of Revenue Growth • Private Equity & Life Sciences 30%+ 2 • Technology 20%+ 2 Goodwin ALM Selected 3 Goodwin • Non-U.S. businesses 40%+ Average Growth in Financial Key Metrics Year over Year Peers Annual Growth Average Annual For Goodwin Procter Growth 2017 – 2018 Growth 2014 – 2018 2014 – 2018 $2.5 $3,000 $2,463k $2,500 +14% +9% +7% $2.0 Profit Per Equity Partner ($k)

$1,743k $2,000 $1.5 Profit ($B) $1.2 Revenue ($B) 45% $1,500 +16% +11% +9% $1.0 Margin $1.0 $0.9 $0.9 $0.8 42% $1,000 $0.5 Margin $0.5 $0.5 $0.4 $0.4 $0.3 $500 +18% +13% +10%

$0.0 $0 2014 2015 2016 2017 2018

7 Firm Report GOODWIN PROCTER ANNUAL REPORT 2018 Revenue and PPL Growth

Goodwin Procter’s grew revenue and PPL similarly to many of its peers, except for Wilson Sonsini, which it outpaced

Growth in Revenue and Profit Per Lawyer For Goodwin Procter and ALM Selected Peers Mintz Levin Key Grew Profitability / Grew Revenue 30% $500 Million in Cooley 20% Annual Revenue Wilson Sonsini

10% 2018)

– 0% Fenwick & West

-10% Goodwin Procter

(2017 YoY PPL Growth Growth PPL YoY -20%

-30% -20% -15% -10% -5% 0% 5% 10% 15% 20%

YoY Revenue Growth (2017 – 2018)

8 Firm Report GOODWIN PROCTER ANNUAL REPORT 2017-2018 Performance Versus Peers

Goodwin Procter generates the highest profits per lawyer and profits per partner of its ALM Selected Peer group. The firm also enjoys a lower cost base than all of its rivals.

Goodwin Procter Cooley Fenwick & West Wilson Sonsini

2018 Financials • Revenue ($M) 1,199 1,226 430 857 • Operating Profit ($M) 541 536 151 308

Best performance in metric 2018 Operating Metrics among peer group • Revenue Per Lawyer ($K) 1,255 1,296 1,283 1,121 • Cost Per Lawyer ($K) 689 730 833 718 • Profit Per Lawyer ($K) 566 566 450 403 • Profit Per Partner ($K) 2,463 2,382 1,819 2,350 • Total Lawyers 955 946 335 764

9 Firm Report GOODWIN PROCTER ANNUAL REPORT Financial Analysis: One Year Profit Tree

Goodwin Procter 2018 RPL and CPL growth outpaced its ALM Selected Peer Group average. The firm also grew its leverage more quickly than the ALM Selected Peers.

Profit Tree Analysis: Growth Over One Year Year-on-year change in key metrics for Goodwin Procter and ALM Selected Peers Average, 2017 - 2018

Key

Goodwin Procter +11% Y-o-Y Growth ’17 – ‘18 Revenue Per Lawyer +13% +8% ALM Selected Peers Growth rate over PPL Y-o-Y Growth ’17 – ‘18 period +14% +9% Cost Per Lawyer +4% Profit Per Equity +14% Partner +13% +2% Associate to +2% -1% Equity Partner Ratio Leverage -1% +2% Non-Equity to -3% Equity Partner Ratio

10 Firm Report GOODWIN PROCTER ANNUAL REPORT Gender & Minority Diversity

Goodwin Procter performs similarly to many of its ALM Selected Peers in gender diversity and unperformed its peers in minority diversity

Percentage of Female and Minority Lawyers For Goodwin Procter and ALM Selected Peers Goodwin Procter Cooley Fenwick & West Wilson Sonsini

43%

37% 36% 37% 30% 27% 22% 23% 21% 20% 18% 18%

% Female Attorneys % Female Partners % Minority Attorneys

11 Firm Report GOODWIN PROCTER ANNUAL REPORT Definitions

Definitions and Methodology

• Gross Revenue is fees for legal services. It does not include disbursements or income from non-legal ancillary businesses. In all cases, the revenue and profit figures listed are for the firm's most recently completed fiscal year. Most Am Law firms are on a calendar fiscal year. • Net income is compensation paid to equity partners. • Equity Partners are those who file a Schedule K-1 tax form and receive no more than half their compensation on a fixed-income basis. • Non-equity Partners are those who receive more than half their compensation on a fixed basis. • Revenue per lawyer (RPL) is calculated by dividing the gross revenue by the number of lawyers and rounded to the nearest $1,000. • Cost per lawyer (RPL) is calculated by dividing the total costs by the number of lawyers and rounded to the nearest $1,000. • Profit per lawyer (PPL) is calculated by dividing the total net income by the number of lawyers and rounded to the nearest $1,000. • Profits per equity partner (PPP) is calculated by dividing net operating income by number of equity partners and rounded to the nearest $1,000. • Leverage is the ratio of all lawyers (minus equity partners) to equity partners • Associate leverage is the ratio of all associates to equity partners • Non-equity leverage is the ratio of all non-equity partners to equity partners • ALM Selected Peers: Most law firms have a wide range of competitors which compete with the firm in specific geographies and/or practice areas. ALM’s Selected Peer Group is designed to identify the firm-wide peers. ALM selects peers by weighing various factors including the firm’s size, organizational structure, geographic footprint, and practice area specialty. Firm can utilize the data provided in ALM Legal Compass to benchmarked themselves against specific firms or peer groups.

12 Firm Report GOODWIN PROCTER ANNUAL REPORT Methodology

ALM Selected Peers

Most law firms have a wide range of competitors which compete with the firm in specific geographies and/or practice areas. ALM’s Selected Peer Group is designed to identify the firm-wide peers. ALM selects peers by weighing various factors including:

• Firm size • Organizational structure • Geographic footprint • Practice area specialty

Firms can utilize the data provided in ALM Legal Compass to benchmarked themselves against specific firms or peer groups.

13 Firm Report GOODWIN PROCTER ANNUAL REPORT Bibliography

Bibliography

1 Goodwin legal services https://www.goodwinlaw.com/services

2 Goodwin Procter Sees Revenues Soar on Tech, Life Sciences Deals (13 February 2019) https://www.law.com/americanlawyer/2019/02/13/goodwin-proctor-sees-revenues-soar-on-tech-life-sciences-deals/

3 Goodwin London revenue soars 58% to $66.8m (14 February 2019) https://www.law.com/legal-week/2019/02/14/goodwin-london-revenue-soars-58/ 4 Goodwin Jumps on Silicon Beach Bandwagon (08 March 2019) https://www.law.com/therecorder/2019/03/08/goodwin-jumps-on-silicon-beach-bandwagon 5Goodwin Relocates Growing Paris Office to the Historic 8th Arrondissement (19 April 2019) https://www.goodwinlaw.com/news/2017/4/04_19_17-goodwin-relocates-growing-paris-office

6 Goodwin's Frankfurt Office Moves to Expanded Space in Central Banking District (04 April 2017) https://www.goodwinlaw.com/news/2017/4/04_04_17-goodwin-frankfurt-office-moves

5 Goodwin Bulks Up Life Sciences Group With Cross-Border Dechert Hires (April 16 2018) https://www.law.com/americanlawyer/2018/04/16/goodwin-bulks-up-life-sciences-group-with-cross-border-dechert-hires/

6 Goodwin Expands Private Equity Practice in Hong Kong With Kirkland Partner Hire (18 September 2018) https://www.law.com/international/2018/09/18/goodwin-expands-private-equity-practice-in-hong-kong-with-kirkland-partner-hire/

7 Goodwin Procter Expands Asia Private Equity Practice (09 May 2018) https://www.law.com/international/2018/05/09/goodwin-procter-expands-asia-private-equity-practice/

14 Firm Report GOODWIN PROCTER ANNUAL REPORT Goodwin Procter’s ALM Selected Peers

Am Law firms with strong venture capital practices were selected as a peer group for comparison group.

Key Financial and Headcount Metrics For Goodwin Procter and The ALM Selected Peers, 2018

Percentage Revenue RPL CPL PPL PPP Total Total Leverage of Lawyers $M ($k) ($k) ($k) ($k) Lawyers Offices In USA

Goodwin Procter 1,199 1,255 689 566 2,463 955 3.4 10 86%

Cooley 1,226 1,296 730 566 2,382 946 3.2 13 90%

Fenwick & West 430 1,283 833 450 1,819 335 3.0 7 98%

Wilson Sonsini 857 1,121 718 403 2,350 764 4.8 15 94%

15 Firm Report