Goal of This Presentation

1. Goal of This Presentation • 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

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

4. Investment Bank Organization GLOBAL BANK Global Securities Research & Economics Investment BankingandCapital Markets Global Private Client Investment Management Commodities Global EquityMarkets Global DebtMarkets Global Investment Banking GlobalPrivate Equity

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

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

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

9. A Wide Range of Opportunities Coverage Groups Product Groups Equity Capital Markets Mergers &Acquisitions Telecom & Media Financial Sponsors Financial Institutions Equity Linked Capital Markets Retail Corporate Finance Regional Offices Real Estate Consumer Debt Capital Markets Energy & Power Leveraged Finance Healthcare Gaming, Leisure & Transportation Technology Multi Industries Private Equity

10. Investment Banking Organization Position Background

11. What Do Investment Bankers Do? • Idea Generation • Strategic Alternatives • Capital Raising • Risk Management • Problem Solving • Pitch Book Production – Quantitative & Qualitative Analysis • Client Contact Origination Execution • 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 Analysis: Industry Research: Presentation Preparation: Transaction Execution: Client Support: • 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

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

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

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