1. Goal of This Presentation What is an Investment Bank? What are the opportunities? Learning more about the business What is an Investment Bank? What are the opportunities? Learning more about the business

2. What Does an Investment Bank Do? Raise capital for clients Advise corporations, states, or other entities on capital structure, strategy, business combinations Create and sell securities to institutional and retail clients Manage money for institutional and retail clients Trade on a proprietary basis Raise capital for clients Advise corporations, states, or other entities on capital structure, strategy, business combinations Create and sell securities to institutional and retail clients Manage money for institutional and retail clients Trade on a proprietary basis

3. An Investment Bank’s Objectives To be the leading investment bank as measured by share of client activity, market rank and profitability Manage a diversified portfolio of business and asset classes, making prudent use of Firm capital Out-perform through market cycles Be the most relevant advisor to its target client base To be the leading investment bank as measured by share of client activity, market rank and profitability Manage a diversified portfolio of business and asset classes, making prudent use of Firm capital Out-perform through market cycles Be the most relevant advisor to its target client base

4. Investment Bank Organization GLOBAL BANK Investment ManagementGlobal Private Client Global Securities Research & Economics Global Debt Markets Global Equity Markets Investment Banking and Capital Markets Global Private Equity Global Investment Banking Commodities

5. GMI Business Construct LeveragedFinanceLeveragedFinance Capital Markets & Financing Strategic Advisory Strategic Advisory Sales and Trading Sales and Trading Principal Investing Principal Investing Private Equity Private Equity Global Markets Investment Banking GMI – Global Markets and Investment Banking

6. GLOBAL MARKETS It’s not just sales and trading Global Markets encompasses sales, trading, structuring and origination activities in a variety of product areas. Global Markets professionals provide institutional clients worldwide with a comprehensive range of end-to-end products, services and solutions. Global Markets Product Areas Equity Trading (Cash, Equity-Linked, Equity Financing & Services, and Strategic Risk) Credit, Real Estate and Structured Products Investor Client (Debt & Equity Sales) Rates and Foreign Exchange Relationship Management Hedge Fund Development & Management Commodities

7. Investment Banking Investment Banking professionals originate and execute transactions –Client focus – identify and meet client needs –Product focus – opportunistically position expertise with clients Investment Banking draws on the diverse resources of the firm to deliver the best advisory solutions –Mergers & Acquisitions Advisory –Restructuring Situations –Equity and Debt Issuance –Financial Sponsors and Leverage Finance –Corporate Finance –Investment Management and Private Client Investment Banking professionals originate and execute transactions –Client focus – identify and meet client needs –Product focus – opportunistically position expertise with clients Investment Banking draws on the diverse resources of the firm to deliver the best advisory solutions –Mergers & Acquisitions Advisory –Restructuring Situations –Equity and Debt Issuance –Financial Sponsors and Leverage Finance –Corporate Finance –Investment Management and Private Client

8. How Does Investment Banking Fit In? Advisory: Investment Banking the primary driver –Primarily M&A –Expertise of other groups drawn upon Capital Raising: –Equity: Heavy involvement from equity capital markets –Debt: Heavy involvement from debt capital markets –Lending increasingly important: Some companies favor their lenders when choosing an investment bank Other –Derivatives becoming increasingly important (opaque pricing) –Private Equity creates opportunities –Cross selling becoming increasingly important –Today almost no interaction with research Advisory: Investment Banking the primary driver –Primarily M&A –Expertise of other groups drawn upon Capital Raising: –Equity: Heavy involvement from equity capital markets –Debt: Heavy involvement from debt capital markets –Lending increasingly important: Some companies favor their lenders when choosing an investment bank Other –Derivatives becoming increasingly important (opaque pricing) –Private Equity creates opportunities –Cross selling becoming increasingly important –Today almost no interaction with research

9. A Wide Range of Opportunities Mergers & Acquisitions LeveragedFinance Financial Institutions Energy & Power Consumer Healthcare Telecom & Media Technology FinancialSponsors Retail Real Estate MultiIndustries CorporateFinance RegionalOffices Product Groups Coverage Groups PrivateEquity Gaming, Leisure & Transportation EquityCapitalMarkets DebtCapitalMarkets Equity Linked Capital Markets

10. Investment Banking Organization Position Background

11. What Do Investment Bankers Do? Origination Execution Idea Generation –Strategic Alternatives –Capital Raising –Risk Management Problem Solving Pitch Book Production – Quantitative & Qualitative Analysis Client Contact Idea Generation –Strategic Alternatives –Capital Raising –Risk Management Problem Solving Pitch Book Production – Quantitative & Qualitative Analysis Client Contact Due Diligence Documentation –SEC Merger and Offering Documents –Purchase and Sale Agreements, Other Agreements Financial Analysis (Valuation, Accounting Impact) Develop Presentation Materials for Board of Directors Meetings –Financial Analysis –Strategic Rationale –Market Receptivity/reaction Prepare Materials for Internal Committees (Merrill Lynch) Identify Potential Investors and Develop Investor Marketing Materials Negotiation/structuring Client Management

12. What Does an Associate Do? Financial Forecasts and Projections Valuation Approach, Rationale and Modeling Capital Structure and Financing Impacts Merger Consequences Client and Industry Competitive Analyses Briefing Materials Idea/Solution Generation Outline and Organization Drafting and Editing Client “Point Person” for Execution Drafting Documents Due Diligence Marketing Material Preparation Acquisition Project Support Strategic Studies Special Projects Financial Forecasts and Projections Valuation Approach, Rationale and Modeling Capital Structure and Financing Impacts Merger Consequences Client and Industry Competitive Analyses Briefing Materials Idea/Solution Generation Outline and Organization Drafting and Editing Client “Point Person” for Execution Drafting Documents Due Diligence Marketing Material Preparation Acquisition Project Support Strategic Studies Special Projects Financial Analysis: Industry Research: Presentation Preparation: Transaction Execution: Client Support: Financial Analysis: Industry Research: Presentation Preparation: Transaction Execution: Client Support:

13. What Makes a Successful Banker KEY QUALITIES Quantitative Ability Intellectual Curiosity Communication Skills Presentation Skills Entrepreneurial Research Skills Long-Term Commitment High Energy Level

14. What Makes a Successful Banker Summer Associate – Be a great first year associate First Year Associate – Be a great associate Second Year Associate – Start showing signs of being a great VP Third Year Associate – Be a great VP Summer Associate – Be a great first year associate First Year Associate – Be a great associate Second Year Associate – Start showing signs of being a great VP Third Year Associate – Be a great VP

15. Learning About the Business: Do Your Homework Read Business Newspapers: Business Section (Credit Markets), Economic Commentary, Equity Markets section and Equity Volatility commentary –Need to be current on major events in business world and current market levels –Other good resources: Barron’s Economist Institutional Investor, Investment Dealers’ Digest, Derivatives Week Know what is going on in the markets (stocks, bonds, RBI) Learn as much as you can about the business and the different functions Understand the job: WHY you want to do it, WHAT you want to do Read Business Newspapers: Business Section (Credit Markets), Economic Commentary, Equity Markets section and Equity Volatility commentary –Need to be current on major events in business world and current market levels –Other good resources: Barron’s Economist Institutional Investor, Investment Dealers’ Digest, Derivatives Week Know what is going on in the markets (stocks, bonds, RBI) Learn as much as you can about the business and the different functions Understand the job: WHY you want to do it, WHAT you want to do