2012 peter gallagher pitchbook

Content. Driven.Peter Gallagher, 2012

Table of ContentsIntroduction

Corporate Communications & Journalism

• 1. Corporate Messaging: Morgan Stanley, 2011 - 2012

• 2. Generating Content: Dow Jones, 2010 - 2011

Research, Sales & Trading

• 3. Commercializing Research: UBS Investment Bank, 2003 - 2004

• 4. Making Research Actionable: Lehman Brothers, 2004 - 2005

• 5. Monetizing Content: Barclays Capital / Lehman Brothers, 2006 - 2008

Conclusion

A. Appendix: Professional, Educational & Personal Background

Contact Information

IntroductionObjective & Core Competencies

What do Investors Want?What Research can Offer

Objective & Core Competencies

I am pursuing opportunities in Research Product Management, Corporate Access, Specialist Sales, Corporate Communications, Investor Relations and Financial Media

My greatest Strengths are being a good listener who can tease out high Conviction ideas on my own or with others due to my Analyst training and communicate them effectively across all SPX sectors

My skill sets include generating Thematic Content and leveraging dissemination into Multi-Product outcomes

Having been at the nexus of both Corporate Communications & Journalism as well as Research, Sales & Trading, I have well developed abilities which I can bring to bear on the Communications and Investment processes

What do Investors Want?

Analysts must be willing to develop highly controversial, non-consensus positions on industries and stocks - and be right

Help portfolio managers Outperform: A couple of great ideas a year will put an Analyst far ahead of peers

Anticipating Change is worth a lot. Analyzing Change is worth much less

Have enthusiasm and communicate that excitement to clients

Being honest and admitting mistakes early increases credibility

Cover exciting smaller cap companies

Source: Morgan Stanley Equity Strategist Byron Wien, 4/26/93

What Research can Offer

Good companies can be bad stocks and bad companies can be good stocks

Analysts are valuable when helping determine the attractiveness of a stock by providing insight about future reality and the market’s likely reaction

Analysts become indispensable because they provide the most insight, not because their stock picks are always right or their estimates are always perfect

Analysts who provide the most insightful and most proactive Research to institutional clients are the most valuable to issuers looking to raise Capital

Source: Piper Jaffray Director of Research Tom Schreier, 2000

Corporate Communications& Journalism

1. Corporate MessagingMorgan Stanley, 2011 - 2012

1.1 Corporate MessagingMORGAN STANLEY, NEW YORKExecutive Director & Corporate Communications Financial Writer, 2011 - 2012

• Financial Writer of executive communications including speeches, talking points, internal memos, earnings releases, annual letter to shareholders and proxy materials

• Also participated in earnings due diligence, draft Volcker Rule response, corporate Twitter launch, Firm values refresh

• Series 24 Registered Principal compliance officer for communications with the public by Corporate Communications, Philanthropy and Global Sustainable Finance

1.2 Writer Best PracticesClarity, written simply in plain English, at times highly personalized for executives

Proficient: Ability to grasp complex financial issues and translate into a narrative

Seasoned: Articulate in working one on one with members of senior management

Collaborative: Collegial in working with IR on time sensitive or longer lead items

Consistent: Corporate voice and messaging in terms of content, style and format

Manage: Move projects forward in a complex environment

Address potential issues or concerns of multiple stakeholders

1.3 Earnings ReleasesMorgan Stanley Reports Third Quarter 2011

• http://www.morganstanley.com/about/ir/shareholder/3q2011.pdf

1.4 Corporate ActionsMorgan Stanley Reaches Comprehensive Settlement with MBIA

• http://www.morganstanley.com/about/press/articles/de933308-080f-47af-b939-4e9cba3832b9.html

1.5 Annual Shareholder Letter2012 Annual Letter To Shareholders

• http://www.morganstanley.com/2012ams/Letter-Shareholders.pdf

1.6 Proxy CD&A 2012 Proxy Statement Compensation Discussion and Analysis

• http://www.morganstanley.com/2012ams/303252_018.htm#tx303252_28

1.7 Additional Soliciting Materials Morgan Stanley Compensation and Governance Practices

• http://www.morganstanley.com/2012ams/ms-cgp.pdf?v=3

1.8 @MorganStanleyOfficial Twitter account of Morgan Stanley

• http://twitter.com/morganstanley

1.9 Firm Values RefreshRefresh of Core Values

• http://www.morganstanley.com/2013ams/MS-Shareholder-Letter.pdf

1.10 Series 24Compliance for public communications by Philanthropy and Sustainable Finance

• http://www.fastcoexist.com/1679573/how-to-launch-a-skills-based-volunteering-program-and-make-it-last

1.11 Positive Feedback2012 Annual Letter To Shareholders

“Looks good” - James Gorman, CEO

“Overall I think it reads very well.” - COO

“I like it. A couple of comments:” - CFO

“Fine by me” - Co-President, Institutional Securities Group

MBIA Settlement Press Release

"Overall this looks very good to me and we have certainly struck the right tone.”- Global Head of Corporate Communications

Firm Values

"Thanks for all your help. Couldn’t have gotten these speaking points on time without you!!!!" - VP, Marketing

2. Generating ContentDow Jones, 2010 - 2011

2.1 Generating Content DOW JONES & COMPANY, NEW YORKColumnist / Dow Jones Investment Banker, 2010 - 2011

• Columnist primarily covering the TMT and Consumer/Retail sectors for a premium subscription service generating sophisticated financial and strategic commentary for an audience of investment bankers

• Writing insightful, forward-looking columns and hard-hitting, in-depth analyses that are often accompanied by interactive spreadsheets covering topics such as M&A, capital raising, regulatory changes, venture capital and private equity

• Coordinated production of the 2011 Deal Predictions representing the editorial team’s best ideas about which deals could shape or shake up the markets in 2011 and participated in both a virtual press conference and a webinar

• Hewlett-Packard article generated the 1st client subscription for djibanker.com

2.2 ColumnistIdea Generation

Product: A premium subscription service that leverages news and data with in-depth opinion and analysis

Audience: Investment Bankers, Management Consultants

Commentary: Exclusive analysis which is independent and forward-thinking

Distribution: Proprietary portals, FactSet, djibanker.com, mobile, Twitter

Recognition: Best Online Professional Financial Information Service at the Software and Information Industry Association’s 2010 Codie Awards

2.3 CoverageAs a Columnist, coverage included:

• Technology • Media • Telecommunications

• Consumer Products • Retail • Fashion

• E-Commerce • Social Media • Restaurants/Spirits

• Airlines/Travel • REITs/Leasing • Non-Profit

• Mergers & Acquisitions • Venture Capital • Private Equity

2.4 ColumnsSector

TMT: HPQ, TIVO, GOOG, GRPN, FB, LNKD, P, CMCSA, MSFT, FIO, LivingSocial, CBS, AMZN, DIS, TTWO, BCSI, JIVE, INTU, AAPLConsumer/Retail/Fashion: WMT, FL, YUM, SBUX, FO, SLE, CLX, AVP, FDO, JNY, Toys ‘R’ Us, RL, ANF, LTD, CL, ZQK, ELY, WTSLAOther: LUV, SAVE, Opodo, AER, SCI, Non-Profit

Topic

M&A: LUV/JBLU, Opodo, TIVO, GOOG/ITA Software, L’Oreal/AVP, MSFT/NOK, SBUX/GMCR, JCDecaux/CBS Outdoor, AMZN/NFLX, TTWO, BCSI, ELY, INTUDivestures: HPQ, WMT, YUM, SBUX, FO, SLE, DIS, ANF, CLValuation: AER, GRPN, FB, CLX, LivingSocialIPO’s: SAVE, LNKD, P, FIO, Toys ‘R’ Us, JIVERegulation: TIVO, GOOG, CMCSA, SCILBO’s: FDO, JNY, LTD, ZQK, WTSLABuybacks: FL, RL, Retail, AAPLCo-Investment: Non-Profit

2.5 Column Best PracticesColumnist, not a Reporter

Entertaining, memorable

The Lead: Opinion of opportunities and pitfalls, without numbers

Nut Graf: Executive summary that sets the scene

Arguments: Compelling commentary written with “swagger”

Valuation: Comparable transactions, trading laterals

Content: PowerPoints, spreadsheets, PDFs, videos and graphics

Avoid unactionable think pieces

2.6 Valuation SpreadsheetsOpodo Could Make A Good Fit ─ At The Right Price

2.7 Annotated FilingsHow High Will Spirit Fly?

http://sec.gov/Archives/edgar/data/1498710/000119312510212371/ds1.htm

2.8 Graphics Tell the Story• Where Wal-Mart’s Cash Goes • The Golden Apple

2.9 CEO InterviewsWhy Tupperware Is Buyback-Prone And M&A-Shy - March 29, 2011

http://online.wsj.com/video/why-tupperware-is-buybackprone-and-mashy/20802514-CC67-4846-9E42-15D7B1C81FEC.html

2.10 Hire AnnouncementDow Jones Investment Banker Adds Wall Street Veteran to Editorial Team

• http://www.dowjones.com/pressroom/releases/2010/12102011-DJIB-Gallagher-0093.asp

NEW YORK (December 9, 2010) – Dow Jones today announced the appointment of Peter Gallagher to Dow Jones Investment Banker's dedicated editorial team. Mr. Gallagher joins the New York team as a columnist focusing on the retail, food & beverage, media, and consumer industries.

“With a deep knowledge of investment banking and corporate finance that can only be gained working on Wall Street, Peter Gallagher brings a fresh, insider’s perspective to the investment banking editorial team,” said Rick Stine, senior editor at Dow Jones Newswires.

Mr. Gallagher has spent more than 21 years on Wall Street in both research and corporate finance positions. Prior to joining Dow Jones, he was vice president and content manager for the equity trading desk at Barclays Capital. Earlier, Mr. Gallagher held positions as a research product manager at Lehman Brothers and an equity sales specialist at UBS Investment Bank.

2.11 2011 Deal PredictionsCoordinated production of the representing the editorial team’s best ideas about which deals could shape or shake up the markets in 2011

• http://www.dowjones.com/ib/pdf/predictions2011.pdf

Dow Jones Investment Banker

DEAL PREDICTIONS 2011

www.dowjones.com/ibwww.twitter.com/dowjonesibanker

© Copyright 2011 Dow Jones and Company

DEAL PREDICTIONS 2011

January 2011

2.12 Virtual Press ConferenceQuoted extensively regarding HPQ in The M&A Journal Volume 11 Number 4

• http://www.themandajournal.com/

Says Mr. Gallagher: “I think what’s very interesting about Hewlett-Packard is that when the board got actively involved and forced out the former CEO, the main driver behind it was Mark Andreeson, who has a big software background.... To some degree, it’s relatively clear that they’re going to focus on growing the software business, but when you look at HP today, you’ll see that their biggest business is actually their lowest margin business, and their smallest business—software—is their highest margin business... For HP, it would make sense to me, and this is a provocative and somewhat contrarian point of view, but if you were to take the printers, which is profitable and having somewhat of a cyclical rebound, and the PCs, which is kind of a laggard and losing out to laptops and recently tablets, if they could package those up and reinvest the proceeds in going big in software and really focus on their enterprise-type business, which is where the future of the company is, it would be similar to what IBM did over time.”

2.13 Leadership Series WebinarFeatured Speaker

• http://www.dowjones.com/ib/webinars.asp/

2.14 Provocative on HPQ PC’sWe Said: October 8, 2010 - Two Companies Are Better Than One

“But if the Silicon Valley icon is serious about bolstering its position in the enterprise segment, it must separate its non-enterprise operations. HP's largest revenue contributor, Personal Systems Group (PCs), has the lowest operating margins and earnings multiple, while the smallest revenue contributor, Software, has the highest margins and multiple...Removing Personal Systems Group would reduce the valuation drag caused by Palm's on-going losses. It would also remove the risk to HP shareholders that tablets cut deeply into the PC business.” - Peter Gallagher

What Happened: August 18, 2011 - HP to Evaluate Strategic Alternatives for Personal Systems Group

http://www.hp.com/hpinfo/newsroom/press/2011/110818xb.html

“HP today announced that its board of directors has authorized the evaluation of strategic alternatives for its Personal Systems Group (PSG), including the exploration of the separation of its PC business into a separate company through a spin-off or other transaction.”

2.15 On Target With SLEWe Said: December 23, 2010 - Sell The Coffee, Not The Company

http://www.dowjones.com/ib/pdf/Dow%20Jones%20Investment%20Banker%20Ahead%20On%20Saral%20Lee.pdf

“Sara Lee's share price is now at levels where it would take a long time for any buyer to make a deal accretive. But management ought to seriously consider a tax-free spinoff of the company's coffee unit to generate immediate shareholder value along with its existing share-buyback plan. The buyback, combined with a spinoff of the coffee business should be attractive to current holders, who would benefit from cash returns, higher valuations, deferred tax events and future growth. Such a strategy should fend off potential buyers” - Peter Gallagher

What Happened: January 28, 2010 - Sara Lee To Split Into Two Public Companies

“The company is dividing entirely as an answer to recent outside takeover bids. On Friday, the Downers Grove, Ill., food conglomerate said it plans to split into two publicly traded companies in early 2012 while unveiling a special dividend of about $3 a share.” - Dow Jones Newswires

2.16 YUM’s Asian FusionWe Said: December 2, 2010 - Asian (Con)Fusion

“Take Yum! Brands Inc. It should consider an IPO of its Chinese KFC and Pizza Hut assets (its restaurants in China are largely company-owned). Alternatively, Yum! could monetize its domestic Chinese fast-food chain East Dawning by merging it into Hong Kong-listed Little Sheep Group Ltd., in which Yum! already has a 27.3% stake.” - Peter Gallagher

What Happened: April 26, 2011 - Yum! Brands Makes Preliminary Proposal To Acquire China’s Little Sheep Retaurants

http://www.yum.com/company/pressreleases/042611.asp

“YUM! Brands today announced that it has submitted a preliminary proposal to Little Sheep Group Ltd under which Yum! Brands would offer to acquire all outstanding shares of Little Sheep, other than a minority interest to be held by the chairman and other founding shareholders of Little Sheep.”

2.17 RL’s Buyback CapacityWe Said: April 20, 2011 - Can Polo Gallop Any Faster?

“As the company has never had a propensity for major acquisitions, the logical thing is to return cash to shareholders even faster than the company is at the moment. At current cash flow rates, Polo could borrow $500 million and draw down $500 million of cash, bringing it to a neutral net cash position, and still just brush up against the 2.0x level. That available $1 billion is more than sufficient to execute the entire $719 million in authorized share buybacks on an accelerated basis and maintain the new dividend level of $80 million.” - Peter Gallagher

What Happened: May 25, 2011 - The Company's Board of Directors Authorizes an Additional $500 Million Stock Repurchase Program

http://phx.corporate-ir.net/phoenix.zhtml?c=65933&p=irol-newsArticle_print&ID=1567576&highlight

“The Company has approximately $972 million remaining under its authorized share repurchase programs, inclusive of a new $500 million authorization recently approved by the Company's Board of Directors.”

2.18 A View on GOOG AntitrustWe Said: November 10, 2010 - Google Opponents Should Put Up Or Shut Up

http://www.google.com/press/ita/saying.html

“A competitive threat is not the same thing as an antitrust violation… It is difficult to make out FairSearch’s precise antitrust arguments. There are alternatives to ITA’s software: both the GDSs but also upstarts such as the U.K.’s Everbread Ltd., which has relationships with 60 low-cost carriers, and Vayant Travel Technologies LLC of New York. It isn’t clear, therefore, that competition would be reduced even if Googled didn’t honor ITA’s contracts with other travel companies.” - Peter Gallagher

What Happened: April 8, 2011 - ITA Software acquisition cleared for takeoff

http://googleblog.blogspot.com/2011/04/ita-software-acquisition-cleared-for.html

“We're excited that the U.S. Department of Justice today approved our acquisition.”

2.19 Valuing TIVO LitigationWe Said: October 21, 2010 - TiVo's Out-Of-The-Box Appeal

“TiVo's valuation hinges crucially on a suit by EchoStar Corp. challenging TiVo's patents... Should TiVo prevail, most cable operators will have to strike agreements with TiVo to allow DVR-enabled set-top boxes. The value of a continuing relationship with Dish Network Corp. is estimated to be worth $5 to $6 per TiVo share, or roughly $500 million to $600 million.” - Peter Gallagher

What Happened: May 2, 2011

http://pr.tivo.com/easyir/customrel.do?easyirid=CA934452BA6418EF&version=live&prid=750426&releasejsp=custom_150

“TiVo Inc. (NASDAQ: TIVO), DISH Network Corporation (NASDAQ: DISH), and EchoStar Corporation (NASDAQ: SATS) announced today that they have settled all of their ongoing patent litigation. Under the terms of the settlement, DISH Network and EchoStar agreed to pay TiVo $500 million, including an initial payment of $300 million with the remaining $200 million distributed in six equal annual installments between 2012 and 2017.”

2.20 AMZN TV CoverageShould Amazon Buy Netflix? - May 5, 2011 5:41 PM ET

http://video.cnbc.com/gallery/?video=3000020472

Welcome back to Fast Money. we're live at the Nasdaq market site. Let's put our ear to a wall in a deal that technogeeks can only dream of, a pairing of Amazon and Netflix. An article was put out making the case that Amazon and its hulking $90 billion market cap should buy Netflix to maintain the momentum and avoid becoming a low margin retailer. Karen, what did you make of this Amazon/Netflix?

2.21 FB Blog CoverageGoldman’s Facebook plan falls apart - Jan 17, 2011 17:15 EST

http://blogs.reuters.com/felix-salmon/2011/01/17/goldmans-facebook-plan-falls-apart/

And here’s Peter Gallagher, who notes that Goldman’s boilerplate talks about how the bank “may at any time further reduce its exposure to its investment in Facebook through hedging arrangements”. Goldman could write options against its own Facebook shares and likely has discretion to do so against the fund’s holdings. In other words, Facebook has a speculative shareholder for the first time, now that it’s made its decision to get into bed with Goldman. And Goldman will think nothing of buying puts or selling calls on Facebook shares — or even dumping its shares outright, if it’s allowed to do so — if that’s what it needs to do to protect its $450 million investment.

2.22 Market Moving ColumnsDJ MARKET TALK: Limited Brands Options Volume Up After LBO ChatterTuesday, June 21, 2011 1:47PM

(Dow Jones) Options volume registers an uptick after a report from Dow Jones Investment Banker that Limited Brands (LTD) could make a peach of a takeout target if LBO markets improve. Most active are July calls that grant the right to buy LTD for $38 before expiration; calls to buy the stock for $37 and $39 also seeing interest. Overall volume is more than three-times daily average, according to Trade Alert. LTD up 2.8% to $37.32.

Avon Products strength attributed renewed takeover speculationFebruary 11, 2011 10:06 EDT

http://www.theflyonthewall.com/permalinks/entry.php/AVPid1376780/AVP-Avon-Products-strength-attributed-renewed-takeover-speculation

Shares of Avon Products are trading higher on renewed takeover chatter following a Dow Jones Investment Banker article that speculates that Avon may be a takeover target.

2.23 Contributing to WSJIf the Tech Works, Buy It

http://online.wsj.com/article/SB10001424052748703597804576194423391776088.html

When a technology is central to what you do, you want to own it. Partnerships are like renting the apartment you wish you'd bought.

For example, if Cisco Systems Inc. had bought EMC Corp. instead of joining with it in November 2009, EMC's virtualization technology likely would have lifted Cisco's shares, given that the momentum around cloud computing has only increased.

Cisco may want to revisit its relationship with EMC; there are lessons in this for Microsoft Corp. as well.

2.24 Venture Capital DispatchGroupon Risks A Discount By Waitinghttp://blogs.wsj.com/venturecapital/2011/01/05/groupon-risks-a-discount-by-waiting/

Dear Dinky Startup: You're Not Facebook.http://blogs.wsj.com/venturecapital/2011/01/10/bankers-to-venture-backed-clients-youre-not-facebook/

Struck Out On Facebook Stock? Maybe Goldman Will Sell You Some Optionshttp://blogs.wsj.com/venturecapital/2011/01/14/struck-out-on-facebook-stock-maybe-goldman-will-sell-you-some-options/

Cheap Content Is King: Why LinkedIn's IPO Trumps Pandora'shttp://blogs.wsj.com/venturecapital/2011/02/17/cheap-content-is-king-why-linkedins-ipo-trumps-pandoras/

Why Fusion-io's IPO Could Melt Downhttp://blogs.wsj.com/venturecapital/2011/03/24/why-fusion-ios-ipo-could-melt-down/

2.25 WSJ Deal JournalFamily Dollar: Get a Deal or Take a Discounthttp://blogs.wsj.com/deals/2011/02/22/family-dollar-get-a-deal-or-take-a-discount/

Betting on a Turnaround at Jones Grouphttp://blogs.wsj.com/deals/2011/03/08/betting-on-a-turnaround-at-jones-group/

Did Starbucks Spill a Chance to Buy Green Mountain?http://blogs.wsj.com/deals/2011/03/16/did-starbucks-spill-a-chance-to-buy-green-mountain/

Why Amazon Should Buy Netflix or Sonyhttp://blogs.wsj.com/deals/2011/05/05/why-amazon-should-buy-netflix-or-sony/

A Modest Proposal For Abercrombie & Fitchhttp://blogs.wsj.com/deals/2011/06/08/a-modest-proposal-for-abercrombie-fitch/

Could Those Victoria’s Secret Models Be a $10 Billion Buyout?http://blogs.wsj.com/deals/2011/06/21/could-those-victoria-secret-models-be-a-10-billion-buyout/

2.26 ReprintsDow Jones Investment Banker: Investing Gets Fashionable

http://fits.me/content/dow-jones-investment-banker-investing-gets-fashionable

2.27 Review / Farewell EmailYou have written a number of very good columns, including some that have drawn attention. You also have good instincts for significance -- e.g., trends that could have deal implications (e.g., the consumerization of IT).

You have done a good job coming up to speed on both retail/consumer goods and the tech worlds, and have balanced the two well.

Your writing has improved markedly... The most recent ones have been well written and well argued... I appreciate the care with which you review edits. This inspires confidence in your grasp of the facts.

Peter has contributed much in his year with IB, from the beginning, when was saddled with the thankless task of corralling the deal predictions last fall.

He has had a knack for calling things right. Not the least of those calls was his brave – nay, heroic – recommendation a year ago that HP ought to spin off its PC business. “Sure. Nice argument, but it will never happen,” I told him. Sadly, he was vacationing in the Adirondacks when HP did the unthinkable last week and thus wasn’t here to bask in his glory with a string of TV interviews.

2.28 Positive Feedback“I've never seen a provision like this one in an S-1. What's interesting about the provision is that it treats the NOLs as though such NOLs were "personal" to the pre-IPO shareholders, even though it's clear an NOL is a corporate asset. If the purchasers in the IPO fully appreciate the implications of this provision, it should affect, adversely, the price they're be willing to pay for the company's stock.”- II Ranked Institutional Investor's Accounting & Tax Policy Analyst

"This is one of the most thoughtful articles I've read on the topic [HPQ PC's]. I'm impressed. You're clearly focusing on strategy and not the name calling. Have you been thinking about why Larry is so voluble on the topic?" - IT Hardware Analyst

For those of us around then, the corporate buybacks were like an Armada entering the harbor during the '87 crash. As each large cap lined up behind IBM you could feel the market sentiment shift. Kudos on clearly stating such an important message. I hope your note reaches Jobs' and Cook's desks.” - Fund Consultant

“Just learned your H-P article that precipitated the first sale of djibanker.com since its release last week to Bite Comms, sight-unseen - they were called by H-P. Nice job for a first week!” - Dow Jones Global Director of Investment Banking Solutions

3. Commercializing ResearchUBS Investment Bank, 2003 - 2004

3.1 Commercializing Research

UBS INVESTMENT BANK, STAMFORDDirector & Transportation / Aerospace Defense Equity Sales, 2003 - 2004

• Stamford Trading floor based specialized Research Salesperson / Desk Analyst providing high Impact Research calls & Trading opportunities of Industrials stocks to 25 of the firm's top institutional clients with sectorized responsibilities

• Marketing Differentiated Research platform with geographically distributed Analysts, Breadth of coverage and Global representation by working with Global Airlines, Transport and Aerospace & Defense Equity Analysts

• Maximizing the intraday Flow between Analysts, Trading and clients while protecting against Facilitation Costs; Leveraging Research into Convertibles and Fixed Income to derive relative value across the Capital Structure

• #1 Block Trading volume of Airline stocks in 1Q04 with a 9% market share

3.2 Specialist Sales

Staying on Message

Partners: A premium service that leverages geographically distributed Analysts as a Complementary overlay with Sales

Depth: Provides industry insights to company specific Research calls and maintains an ongoing dialogue as Themes unfold

Idea Generation: Draw upon Cash Equities, Derivatives, Converts, Fixed Income

Transactional: Corporate Access to maximize Capital raising for issuers and Performance opportunities for investors

Feedback: Timely, Consistent Feedback from non-deal roadshows, conferences

Risk: Idea Generation that loses money for the firm through Facilitation Costs

3.3 Client Coverage

A Complementary overlay to Generalist Equity Sales, client coverage included:

• Andor • Alliance Capital • AmEx

• Balyasny • Citigroup • DeAM

• Fidelity • Galleon • GIC

• GSAM • ING • Jennison

• Lazard • Lord Abbett • Maverick

• MLIM • MSIM • Pequot

• Putnam • SAC • T Rowe Price

• TIAA/CREF • Wellington • ZBI

3.4 Analyst Marketing

US Transport & Aerospace / Defense Analyst Marketing

NY: Andor, Balyasny, Chilton, Citigroup, DeAM, Galleon, GIC, GSAM, Jennison, JPMorgan, Maverick, MSIM, Pequot, SAC, Schroders, TCW, TIAA/CREF, ZBIBoston: AmEx, Babson, Brookside, Columbia, DeAM, Evergreen, Fidelity, John Hancock, MFS, Pioneer, Putnam, State Street, Tudor, Wellington, WestfieldAtlantic: AmEx, Gartmore, Lord Abbett, MLIM, State of New Jersey, Sun America, T Rowe Price, WellingtonLondon: ABN AMRO, DeAM, MLIM, O’Connor, Sarasin

European Transport & Aerospace / Defense Analyst Marketing

NY: Andor, Balyasny, Brown Brothers, GIC, Jennison, Mackay Shields, MSIM, SAC, Sierra Global, TIAA/CREF, Trident, ZBIBoston: Boston Co, Fidelity, PutnamAtlantic: Franklin, MLIM, T Rowe Price, Wellington

3.5 Morning Call Best Practices

It’s a Sales pitch, not a speech

Attention spans are short

Preparation: Use a bullet point outline for Key selling points

Practice: Speak out loud, so you don’t end up reading

Express Conviction: Use your voice and body language to convey confidence in your recommendation; Speak slowly, enunciate and project your voice

Don’t give Sales a reason not to make your call: Minimize maintenance material to Sales, reiterating Research to Sales Traders; Avoid unfocused, lengthy Content providers

3.6 Earnings Preview & Review

Earnings Expectations: Summary of companies reporting the next day

Ticker, (Recommendation, P/T)- xQ0y EPS $x.xx Est. vs. $x.xx consensus and $x.xx a year ago- xQ0y Revs $x.xB Est. vs. $x.xB consensus and $x,xxxMM a year ago- xQ0y Op Inc $x,xxxMM Est. vs. $xxxMM a year ago- FY0z Ests. for Revs $x.xB, Op Inc $x,xxxMM & EPS $x.xx vs. consenus $x.xx- Conference call dial-in, password

Earnings Review: Initial read prior to conference call

- Actual EPS, Revs & Op Inc vs. estimates and consensus- Key company achievements & management quotes- Updates to guidance- Performance in-line or above/below fundamental Research expectations- Likely stock price reaction

3.7 Sales Commentary

Recommendation Changes

August 2003: All Aboard KSU Upgrade!- Operations- Transaction- Remaining Financing Issues- Valuation- Timing

Global Laterals

January 2004: Buy Long Haul, Sell Discount - and an Exception to the Rule- Ryanair Profit Warning / JBLU Earnings Preview- Buy Long Haul: US / Europe / Asia- Sell Discounters: US / Asia- An Exception to Every Rule: Europe / easyJet

3.8 Cross Product Dinner Ideas

Airlines Cross Instrument Ideas Hedge Fund Dinner, June 2003

• Geared toward clients with a fundamental Equity role who were: long Airlines at a low cost basis, feared they had missed the move off the bottom looking for alternative ways to get long exposure and/or going back to shorting the group

• Airline Analyst: Equity Fundamentals: Bankruptcies for this cycle are behind us

• Head of Equity Derivatives: Best Idea AMR Stock Replacement: Sell stock and buy 1 x 2 Call Spread - Lock in gains while maintaining long exposure through the Call Spread position

• Head of Credit Derivatives: Best Idea Buy Boeing Capital Protection / Sell Boeing Corp Protection - Capital will Underperform due to leases, more Liquid than Airline credits

3.9 Equity Origination

West Japan Railway $2.3B Secondary Joint Global Coordinator & Book Runner- International Tranche 20x oversubscribed- Client received 100% of initial order, 2nd largest allocation- “Thanks again for JRWest”

GOL Linhas Aéreas- CFO Stamford Trading Floor Visit- Specialist Sales IPO Pitch Letter

XJT $137MM Convertible Underwriter- Deal Team Captain

PACR $145MM Secondary Underwriter- Deal Team Captain

3.10 Research & Events

I identified ways to leverage Research & events to Capitalize on Change, establish myself, Differentiate our platform and Drive relationships & Revenue

• Originated Branded CEO Dinner Series with JBLU, DAL, NWAC, CAL, LUV; Arranged and/or Executed Corporate Access with AMR, ACAI, EZJ, UPS, CSX, UNP, RTN, LMT, GD, JOYG

• Arranged cross instrument dinner with Airline & Aero Analysts and Equity Derivatives, Converts & Credit Default

• Arranged Trader dinner with Airline Analyst, Block Traders & Equity Derivatives and buyside Analysts & Traders; Executed cross sector dinner with Airline, Rail & Auto Analysts and buyside Analysts

• Supported Aircraft & Transport Conferences, China Transport Supply Chain & NBAA BizJet Field Trips

3.11 Events & Clients

DinnersUBS Delta CEO Dinner Series: Andor, CSAM HY, Duquesne HY, Equinox, GLG, GSPS, Mackay Shields HY, Principaled, T Rowe Price, UBS Prop, Wellington, ZBIAirlines Cross Instrument Ideas Hedge Fund Dinner: Balyasny, Chilton, Derchin, Galleon, GSPS, Hunter Global, O’Connor, Pequot, Satellite, Soros

Non-Deal Roadshows & Field TripsACAI CEO Boston NDR: Boston Co, Fidelity, Highfields, Putnam, WellingtonAMR New CEO Dallas Headquarters Field Trip: AmEx, Carlson, Fidelity, Lazard, Lord Abbett, Primecap, Tudor, Waddell & ReedAMR New CFO West Coast NDR: Brandes, Capital, PrimecapCSX New CFO NY NDR: Jennison, MSIM, PIMCO, Seligman, TIAA/CREFGD CEO & LMT CEO designate Washington Headquarters Field Trip: AmEx, Bernstein, Citigroup, GE, Janus, JPMorgan, Maverick, Neuberger Berman, Principal, SAC, State Street, WellingtonRTN CEO designate & CFO Boston NDR: Fidelity, Putnam

3.12 Events Drive Relationships

I launched the Branded UBS CEO Dinner Series on an ad hoc basis. I solicited CEO participation either directly or through Investor Relations. Attendees would be primarily limited to ~10 sectorized Equity clients with large company holdings or large sector investors who could take/increase positions as well as~5 Convert/Fixed Income clients to maximize the Dinner Series’ value internally

A highlight of the UBS CEO Dinner Series was held with DAL where board member Gerald Grinstein was making his first appearance to investors as the company's new CEO. Feedback from the event included the following email from Sales: "Kenn just called to tell me how much he enjoyed the dinner you hosted with DAL this week. He was impressed by your insights and is eager to be kept in the loop on your thinking. He was gushing really”

In addition to building Strong client relationships, my Performance review acknowledged the CEO Dinner Series as being Innovative in sponsoring events and building internal relationships with Converts & Fixed Income

3.13 Change Drives Marketing

In late April 2003, Railroad CSX named Oscar Munoz CFO. I impressed upon him the value non-deal roadshows provide to clients, managements and the sponsor firm. Munoz would benefit from exposure to clients who were unfamiliar with him due to his Changing industries. Clients would benefit from learning how Munoz's understanding of the digital Internet would apply to improving network returns from a poorly Performing physical Railroad. UBS would benefit as Corporate Access is one of the top three services clients value in paying firms

Munoz agreed to have UBS conduct his first non-deal roadshow which was successfully Executed in early December visiting institutional accounts in New York. My relationship with the CFO later allowed me to market Commodity Derivatives as CSX began a fuel hedging program due to rising Crude Oil prices

Beginning in April 2004, CSX reported the first of 16 quarters of yr/yr growth in earnings and Revenue combined with improved operational efficiency and safety costs. From $15.46 when named CFO, CSX increased >4x to $70.70 in May 2008

3.14 Deals Drive Roadshows

In late April 2003, KSU announced plans to increase its initial minority stake inthe privatization of TFM to majority control. However, there were significant uncertainties regarding potential leverage/dilution due to the Mexican Government's above FMV Put Option to sell its remaining position to KSU. Separate from the Put, the Government owed a VAT sales tax refund

With the stock trading at $11.56 in early August, UBS Analyst Rick Paterson upgraded KSU to a Buy with a $14.50 price target based on operational benefits and a probability weighted scenario of the remaining financing issues and resulting Capital Structure. The base case assumed that KSU/TFM and the Mexican Government would offset their obligations, while downside risk of $10 compared to potential upside of $18

Following the upgrade, KSU's CFO committed to doing their first NDR following the transaction's quiet period with UBS. The recommendation played out favorably as the parties later agreed to offset and KSU traded at $18.08 in December 2004

3.15 Controversy Drives Trading

In late July 2003, ACAI announced plans to Change its business model from being a contract carrier feeding legacy Airlines to being an independent low cost carrier. UBS Analyst Robert Ashcroft assumed coverage of ACAI in mid August with a Reduce rating due to his opinion that the company's existing assets where ill suited for their proposed Strategy. My relationship with the CFO resulted in the CEO agreeing to a non-deal roadshow visiting institutional accounts in Boston

When MESA launched a bid with a 25% premium in early October to acquire ACAI and maintain the contract model, Ashcroft reiterated his Reduce rating and recommended that investors reverse the spread. Cash Trading captured first day volumes following the hostile offer of 50% for the acquirer and 25% for the target. When the CEO reiterated his Strategy on the NDR, holders exited the stock while the firm Dominated market share until the bid was terminated in late December

ACAI launched its Strategy in June 2004. However, the controversial call proved correct when the carrier filed bankruptcy due to high costs in November 2005

3.16 Conviction Drives Deals

In mid March 2003 with the invasion of Iraq underway and Cash Equity Trading volumes ~50% of normal, UBS Analyst Sam Buttrick made a high Conviction call on the Airlines that they weren't all going bankrupt and to "buy the casket". AMR which was seeking labor concessions was his top pick after trading as low as $1.25 on March 12

In late April following the fall of Baghdad, AMR promoted President Gerard Arpey to CEO after negotiations faltered ahead of a May 1 deadline. Buttrick stayed with his call based on his ongoing discussions with Arpey and his view that the CEO's investor focus would lead him to opt for bankruptcy only as the last resort. With a revamped proposal accepted by all unions within days, AMR proceeded to rally to $7.59 by May 7

Afterwards, Arpey agreed to host a Headquarters Field Trip as the means to reintroduce himself to the investor community in his new role. UBS later acted as Lead Manager of AMR's next Secondary Offering in November '05

3.17 Client Penetration

Fidelity 1Q04 Vote

• Peter Gallagher: 5 votes total from 3 different voters- Transports Equity PM/Analyst (Oct ’03): “Great help on the Airlines. Thanks”- High Yield Analyst (Aug ’03): “Thanks for the special attention”- Transports/Defense Sector Analyst

• US Airlines Analyst: 11 votes from 3 voters (incl new Transports Nov ’03)

• US Transports Analyst: 8 votes from 4 voters (incl new Transports Oct ’03)

• European Airlines Analyst: 2 votes from 1 voter (1st Fidelity Boston votes)

• Asian Airlines Analyst: 2 votes from 1 voter (1st Fidelity Boston votes)

• Australian Airlines Analyst: 2 votes from 1 voter (1st Fidelity Boston votes)

3.18 Management Accountability

Weekly Highlights ending 6/13

• Made client calls regarding GD’s acquisition of Veridian

• Contacted clients and Hedge Fund Sales desk following lowered Rail estimates

• Highlighted Sea/Air/Rail/Truck Data Points and risk of Global trade slowing

• Highlighted initiation of Finmeccanica with Hedge Fund, Risk Arb & Prop desks

• Spoke with Risk Arbs regarding GD/VNX, DP/DHL/ABF & KSU/TFM/TMM

• Finalized Airlines Cross Instrument Ideas Hedge Fund Dinner

• Marketed with US Airlines Analyst at MLIM in Princeton

3.19 January 2004 Review

• Excellent knowledge of the industries. Able to leverage this Globally and across the Capital Structure• Very proactive in new role, especially internally. Built Strong internal relationships not only with Equity Analysts, but across many products (Cvts, Fixed Income, etc)• Successfully supported Stamford Trading. Received excellent Feedback• Working very well with various Global teams. Played an active role in European Analyst marketing in the US. Understands our Global mandate• Successfully supported Analysts in their Drive to get ranked. Helped 'coach' some 'up and coming' Analysts• Innovative/Creative - Proactive in sponsoring cross-product events (hedge fund dinners, field trips, etc). Challenges the status quo, always looking for new and Innovative ways to do business• Teamplayer - He is unselfish in his pursuit of coordinating and communicating with many colleagues around the world. He has been very supportive of the Analysts, always working to improve their ranking. He has acted as a mentor and coach for some, pushing them to keep Visible

3.20 Recommendation

Robert Ashcroft, former UBS Airline Equity Analyst, October 4, 2009

“I was the Airline Equity Analyst -- Peter was Transportation Sector Sales, in which role he was excellent, as attested to not only by the sell-side Analysts he supported but also the buy-sider clients. He fully understood my calls and worked hard to understand buy-side client requirements and how to marry the two. Several prominent buy-siders told me Peter was the Best Salesperson who covered them. From my standpoint, Peter made my life significantly easier. He was also outstanding at understanding what I should be doing to effectively communicate my message and coaching me to do so”

3.21 Positive Feedback

“Distribute this commentary out of London and include in tomorrow’s Daily”UBS Head of European Transportation Research

“Making progress with [Institutional Investor Best of the Buy Side] Wellington PM” UBS US Regional Airline Analyst

“Client originally said didn’t need Specialist Sales complimented you on DAL call”UBS Generalist Sales

“You are Transportation”, UBS Generalist Sales

“Thanks for arranging NDR & taking good care of us”, AMR Investor Relations

“My Best sales guy buy a mile”, Fidelity PM/Analyst

“Good on communication so give him my kudos”, T Rowe Price PM/Analyst

4. Making Research ActionableLehman Brothers, 2004 - 2005

4.1 Making Research Actionable

LEHMAN BROTHERS, NEW YORKVP & Product Manager, Industrials & Materials Equity Research 2004 - 2005

• Responsible for management & distribution of Industrials, Materials & Services Research across Lehman’s Equity business and into buy side accounts. Present daily summary of Key ‘calls’ and breaking news to Sales Traders. Partner with Trading to quickly interpret Information for clients

• Partner with Industrials, Materials & Services Equity Research Analysts - act as a sounding board in developing Impact calls; Drive Content creation; participate in Investment Policy Committee meetings for initiations & ratings Changes; provide Feedback to Analysts; provide Trading color; encourage quick response to events

Industrials, Materials & Services represented 36% of 2004 US Equity and Equity related issuance, including $9.2B in IPO’s and $42B in follow-ons

4.2 Product Management

Content is King: Trusted Advisor responsible for shaping more Actionable calls

Foster Idea Generation and Drive Themes within & across sectors that can be Expressed across asset classes & product types

Increase Consistency of high Conviction, Differentiated fundamental Research

Commercialize Actionable Research, minimize maintenance noise

Maximize Information Flow between Analysts, Sales, Trading, investors & issuers

Develop Key franchise stocks with Dominant market shares

Think Strategically, Act Tactically = Think Globally, Transact Locally

Risk: Too closely Aligned with Research rather than independent judgement

4.3 Sector Coverage

As the Industrials & Materials Product Manager, sector coverage included:

• Aerospace & Defense #3 ranked II Analyst

• Airlines #2 ranked II Analyst

• Autos & Auto Parts R/U ranked II Analyst

• Business Services • Chemicals/Commodity #2 ranked II Analyst

• Chemicals/Specialty R/U ranked II Analyst

• Diversified Industrials • Educational Services #2 ranked II Analyst

• Environmental Services #3 ranked II Analyst

• Homebuilders • Machinery #2 ranked II Analyst

Metals & Mining #1 ranked II Analyst

• Multi-Industry #2 ranked II Analyst

• Paper & Packaging #3 ranked II Analyst

• Small Cap Industrials

4.4 Daily Routine

Lehman Brothers Before the Bell (“BTB”)- Sales Trader ‘talking points’ of 2-3 most Actionable Research calls by sector

Lehman Industrials & Materials Catalist (“Catalist”)- Product Manager commentary- Technology solution aggregates bullets from Research notes published overnight- Calendar of Data Points, earnings, conferences and proprietary events

Product Managers speak in Sales Trader Morning Call

Product Management runs Research Morning Call

Idea Generation Bloombergs

Visit Analyst floors regarding Research pipeline

4.5 Research Morning Call

Convince Sales why they NEED to actively call clients to Transact

Recognize Sales may not have read your report or remember your prior stance

Hook Sales: A headline to remember

Lead with Conclusion: Ground Research with what to do with the stock

Key Selling Points: ‘3 reasons’ in short, punchy sentences; Context with preexisting facts/view; Why call worthy and how Differentiated from consensus

Be Brief: Don’t let your message get lost in too many details; “Less is More” allows Sales to follow up with questions when their interest is peaked

4.6 Data Points

Aerospace/Defense: Monthly DOD Cash Outlays; Commercial Aircraft Deliveries

Autos: Monthly Auto Sales

Chemicals: Monthy Volumes & Pricing

Homebuilders: Quarterly Orders

Machinery/Multi-Industry: Monthly Orders, Sales; Rolling 3 Month Orders, Sales

Metals: Daily Prices; Monthly Orders, Sales

Paper: Weekly Orders & Prices; Monthly Shipments

Rails: Weekly Carloadings

4.7 Conference Break-In’s

Standardized Conference Feedback with Tear Sheets

• Company (Ticker) - Speaker, Title - Location, Time - Recommendation, P/T, Estimates

• What do we Expect to Hear?

• What did we Learn?

• What to do with the Stock?

4.8 Sector Primers

Key Machinery Vocabulary- Construction, Agricultural Equipment & Truck Terms, Mining Equipment Types

Machinery Companies End Market Exposure

• Large Cap vs. Small Cap - CAT, ITW, DE, IR, PCAR, ETN, PH, JOYG, TEX, KMT, URI, MTW, KDN, BUCY

• Early Cycle: Trucks & Engines, Truck & Auto Components, Energy, Aerospace

• Mid Cycle: Power Gen/Electrical, Construction, Rental, Paving

• Late Cycle: Cranes, Mining Equipment

• Non-Cyclical: Refrigeration & HVAC, Food Service, Agricultural Equipment

4.9 GM Event Call

“Strategy Group” Type Product- Complex Capital Structure- Lehman articulates Equity and Credit perspective- Multiple paths to Execution based on client objective and investment conclusion- GM Convert vs. Common, CDS 5 yr vs. 7yr, GM Credit vs. CDS; F vs. GM Vol

Coordinated Research & Trading Calls- 3/17: GM Downgraded Underweight; Auto Sales (Auto Analyst; Credit Strategy)- 3/18: GM Converts Comments (Converts Analyst)- 5/5: Krikorian Tender; S&P Downgrade (Auto & FI Analysts; Credit Strategy)- 5/10: Fundamentals; Cap Structure Opportunities (Auto, Convert & FI Analysts)- 7/14: GM Upgrade to Neutral; Convert Reiteration (Auto & Convert Analysts)- 7/27: GMAC/BofA Financing; GM/GMAC vs. F/FMCC (Auto & FI Analysts)- 8/25: Moody’s Downgrades; Reiterate GM vs. F (FI Analysts; Credit Strategy)- 10/19 Post Earnings Conference Call (Auto, Derivatives, Convert, FI Analysts)

4.10 Breaking News

CD Idea Bloomberg / Morning Sales Trader Comments

• CD breaks into 4 companies disappointing. CD confirmed break-up into 4 separate companies - RE, Travel, Hotels and Car Rental

• Prior to announcement, Business Services Analysts had Expressed a preference for the prior Strategy of Real Estate and integrating Travel

• However, as part of the break-up announcement, management lowered 4Q05 EPS and FY06 Revenue & EBITDA guidance and withdrew their $2B buyback target from cash flow & divestitures due to slowing leisure Travel and a weak Europe

• In my opinion, while Traders will likely bid CD up, investors may sell into Strength given no upside in break-up value vs. current P/T, weak ops/acqs, always Changing Strategy and portfolio churn

4.11 Cross Sector Laterals

GM, Auto Parts, Steel & Coal Trading Ideas

- GM FY05 guidance disappointing, mid decade profit goal pushed to right- Could lower GM production & Steel costs be worse for Auto Parts names?- AXL (80% GM exposure) earnings, cash flow & cap ex guidance very weak- Auto exec thinks Steel inflation worse than Lehman’s above consensus view- POSCO EPS reflect Strong China demand; raising Steel price on material cost- US Steel prices could decline more gradually on lower imports, high material cost- Potential negative Lateral for ARM with 23% unprotected Steel exposure- BTU top Coking Coal pick- X makes high end Steel Products

4.12 Event Commentary

LMT Georgia Field Trip: Aero Facility Tour & F/A-22 Raptor Program Update

Is there a case to shut the line building the F/A-22 Raptor fighter?

• Judging from enthusiasm, threats and aircraft’s progress, there might be upside - Company Overview - Aircraft Operational Requirements - Current Contract - Investor Concerns - Alternatives - R&D Funding - Potential Enemy Threat Requirements - Upcoming Program Milestones/Catalysts - Sense of Growing Support for Production Increases

4.13 Trade Idea Performance

Trading Ideas Performance ReviewTicker Call Open Price Status Date Last Δ% SPX Last SPX Δ% Over/Under

BA Long 5/11/05 $61.04 Closed 12/30/05 $70.24 15.1% 1166.22 1248.29 7.0% 8.0%

CAT Long 5/11/05 $44.83 Closed 12/30/05 $57.77 28.9% 1166.22 1248.29 7.0% 21.8%

TRW Long 5/11/05 $19.96 Closed 12/30/05 $26.35 32.0% 1166.22 1248.29 7.0% 25.0%

GM Short 5/11/05 $31.53 Closed 12/30/05 $19.42 38.4% 1166.22 1248.29 7.0% 45.4%

GM Short 10/6/05 $28.63 Closed 12/30/05 $19.42 32.2% 1196.39 1248.29 4.3% 36.5%

BA Long 9/21/05 $63.45 Closed 12/30/05 $70.24 10.7% 1221.34 1248.29 2.2% 8.5%

UTX Long 10/19/05 $49.95 Closed 12/30/05 $55.91 11.9% 1178.14 1248.29 6.0% 6.0%

UTX Long 10/27/05 $50.90 Closed 12/30/05 $55.91 9.8% 1191.38 1248.29 4.8% 5.1%

BA Long 10/27/05 $65.10 Closed 12/30/05 $70.24 7.9% 1191.38 1248.29 4.8% 3.1%

LMT Short 10/27/05 $60.07 Closed 12/30/05 $63.63 (5.9%) 1191.38 1248.29 4.8% (1.1%)

CD Short 10/24/05 $20.09 Closed 12/30/05 $17.25 14.1% 1179.59 1248.29 5.8% 20.0%

PCAR Short 10/4/05 $68.34 Closed 12/30/05 $69.23 (1.3%) 1226.70 1248.29 1.8% 0.5%

ARM Short 11/15/05 $17.28 Closed 12/30/05 $14.39 16.7% 1233.76 1248.29 1.2% 17.9%

AMR Long 10/20/05 $12.40 Closed 12/30/05 $22.23 79.3% 1195.76 1248.29 4.4% 74.9%

LUV Short 10/20/05 $15.58 Closed 12/30/05 $16.43 (5.5%) 1195.76 1248.29 4.4% (1.1%)

PNR Short 10/25/05 $36.26 Closed 12/30/05 $34.52 4.8% 1199.38 1248.29 4.1% 8.9%

BOW Short 10/4/05 $28.15 Closed 12/30/05 $30.72 (9.1%) 1226.70 1248.29 1.8% (7.4%)

SBL Long 10/28/05 $8.20 Closed 12/30/05 $12.82 56.3% 1178.90 1248.29 5.9% 50.5%

BXC Short 10/28/05 $12.10 Closed 12/30/05 $11.25 7.0% 1178.90 1248.29 5.9% 12.9%

4.14 June 2005 Review

Peter has done a very good job at developing several Themes in conjunction with his sector Analysts

Peter does an exceptional job Expressing himself verbally in the 7:05AM Sales Trader meeting

Feedback on the GM Equity/Debt/Convert coordination was very Strong across the organization

His thoughts are well organized and well written

Peter has developed additional product industry knowledge by doing joint marketing with senior Analysts and senior management teams

Global cross border Content has been managed effectively

4.15 Positive Feedback

GM Event Call- “Is it OK to use your GM Bloomberg in my Daily on Monday?” European Industrials Sales Specialist- “Where are F Credit Spreads now vs. earlier? You are doing a great job” Co-Head of New York Research Sales- “Completed and submitted your [Cross-Divisional Bonus Pool] nomination” Head of US Convertible Research

“Good one on CD this AM. If you are not on his Industrials list you are missing out” Head of Global and US Sales Europe

“You have been VERY helpful with the recent trifecta of Coal/Steel/Auto Suppliers” Hedge Fund Sales

“Nice job on LMT Field Trip comments - we are still struggling to get a note out” US Aerospace & Defense Analyst

5. Monetizing ContentBarclays Capital / Lehman Brothers, 2006 - 2008

5.1 Monetizing Content

BARCLAYS CAPITAL / LEHMAN BROTHERS, NEW YORKVP & Content Manager, Equity Trading Desk Analyst, 2006 - 2008

• Manage market Driven morning Sales Trader meeting, seeking to generate Content Complementary to published Research based on breaking news and position Trader insights Expressed through Cash and non-Cash Equity products

• Review Content for Prop opportunities, monitor Risk positions and track Performance as well as managing Thematic Investing process, evaluating Best Execution, recommending Trades and monitoring the FID JV portfolio

• The success of Lehman's Desk Analytics model increased Commissions+8% ($50MM annualized), reduced Facilitation Costs from 30% to 15%($90MM annualized) and doubled Prop Revenues on the US Cash Trading desk ($80MM annualized)

5.2 Desk Based Analytics

Going to Market Together

Content Driven Revenue model with greater mind/market share & Commissions

Lowers Facilitation Costs through enhanced Risk Taking

Monetizes Idea Generation through customer Trades & Prop positions

Seeks Origination opportunities through Block Trades, Reverse Inquiries, Secondary Offerings and New Issuance

“Star Alignment”: Shared Research and Trading high Conviction

Risk: Overly focused on Trading P&L rather than selling ideas; Who you sit with is how you are Aligned and how you are compensated

5.3 Idea Generation

A good Analyst has a top down approach that focuses on major fundamental Themes, identifies what's incremental to their thesis then selects outlier stocks that haven't moved yet ahead of specific Catalysts. This includes seeing Laterals across sub-sectors. Analysts also gain Conviction from sentiment, Flows and technicals

While having a Strategic framework, a good Analyst is also willing to act Tactically in Changing his pecking order of top recommendations based on price movements, to Change ratings when a price target has been achieved and fundamentals are Unchanged and to move on when circumstances Change

Underlying this top down approach is an Analyst's ability to generate a better Revenue forecast than consensus on a sector/company basis, as this involves the most guesswork by the sell side whereas costs are relatively predictable. An ability to add Alpha can also be enhanced by understanding what Options are pricing in ahead of events in order to the determine the best way to Express an idea

5.4 Position Announcement

Organizational Announcement - Peter Gallagher, Content Connectivity Manager

Content and idea generation will continue to be a competitive differentiator within the Equities business. Therefore as part of our efforts to monetize trading strategies across cash, volatility, relative value and convertible products, we are pleased to announce that Peter Gallagher will take on the responsibility of managing content connectivity. This move will draw upon the resources of Desk Based Analytics, Product Management, published Research and Trading to position us to take our content and monetization efforts to the next level.

Peter will seek to further leverage the Liquid Markets morning call, facilitate the development of thematic trading calls that can be expressed across the capital structure as well as coordinate feedback among position traders and various sales desks to assist in translating client mind share into trading axes.

Peter brings 15+ years of industry experience spanning corporate finance, research, sales and trading to the role.

5.5 Trading Morning Call

Flows have Themes, Beget more Flows

Thresholds: High Conviction ideas, Block names, high volumes/market shares

Axes/Flows: Focus on Naturals where they are axed and how they are set up; Why they are involved and what’s Driving the stock

Themes/Differentiated Data Points: 1 or 2 Thematic reasons regarding a stock/sector; Data Points that Impact a Global sector value chain; levels where Trading would provide Liquidity and Laterals which haven’t reacted

Ahead of the Market: Proactive so clients can position ahead of Catalysts rather than reporting yesterday’s event Driven trade

Broadened Sources: In addition to Research Driven Cash Equity Strategies, include Vol, Converts, Programs, Fixed Income as alternative ways to Express

5.6 Morning Call Recap

Liquid Markets Morning Call Recap

• Overseas Update- Asia was generally weaker as Tech rolled over, Shippers declined and Resource names followed Commodity prices lower. Europe is higher on a rebound in Banks

• By Sector- Accounts should consider selling/shorting Retail as a mean reversion trade following recent Outperformance by the MVRX of +10% in the last 2 weeks and 20% over the last month- Accounts should consider pairing long BKC / short MCD given BKC’s better growth rate for a similar valuation and ahead of indications of any negative Impact on MCD comps from a Stronger US$; BKC recently upgraded

5.7 DBA Conviction Recap

High Conviction Desk Based Analytics Commentary

• New High Conviction Ideas- Industrials: Buy ETN with upside to the low $80’s as the multiple has contracted to one of the cheapest in the Machinery/Electrical/Multi sectors. The business mix has shifted dramatically away from deeply cyclical to Electrical now being 45% of sales. A slowdown’s Impact should be much less than in the past, there are synergies from 2 large acquisitions and limited downside remaining in their early cycle Truck business

• Reiterations- Financials: Remain seller of AIG on expected continued weakness into its September reorganization review as a bigger portion of Capital raised could come in the form of Equity

5.8 Equity Synthetics Marketing

Custom Indices can provide better diversification, yield, Liquidity & M&A exposure than singles stocks or ETF’s

Telecom Index Telecom HOLDRs

Ticker Yield Index Weighting Ticker Index Weighting Yield

FRP 12.0% 7.9% T 28.0% 5.3%

VCG 10.9% 8.8% VZ 24.2% 5.3%

CNSL 10.3% 8.8% BLS 17.6% 3.6%

IWA 9.3% 8.2% S 13.7% 0.4%

CZN 7.9% 7.9% AT 4.5% 2.5%

ALSK 7.0% 9.3% BCE 4.3% 5.6%

CTCO 5.8% 9.0% Q 2.9% 0.0%

T 5.3% 7.6% TDS 1.4% 0.9%

VZ 5.3% 7.8% TDS/S 1.4% 1.0%

BLS 3.6% 8.5% CTL 1.3% 7.1%

AT 2.5% 8.2% LVLT 0.5% 0.0%

S 0.4% 8.1% CBB 0.3% 0.0%

6.7% 100% 100% 3.9%

5.9 CDS Primer

CDS Primer / Glossary

Credit volatility and financial markets interdependence increased interest in CDS- CDS: Risk Management tool to hedge loan exposure or diversify credit risk- CDX: CDS indices of investment grade, crossover and high yield bonds- LCDX: Allows investors to go long or short US leverage loans- ABX: Allows investors to go long or short US sub-prime residential mortgages - CMBX: Allows investors to go long or short US commercial mortgages

Daily PerformanceInvestment Grade High Yield

6/6/07 bp Daily Δ 6/6/07 bp Daily ΔCDX.IG 8 35 1 CDX.HY.100.8 263 5CDX.XO 8 146 4 LCDX.8 107 1

7/27/07 bp Daily Δ 7/27/07 bp Daily Δ

CDX.IG 8 75 8 CDX.HY.100.8 527 12CDX.XO 8 358 13 LCDX.8 367 38

5.10 LBO Candidates JV

$125MM Equity / $350MM CDS LBO Candidates Thematic Investment JV w/ FID

- Screening Process: EPS Power, Cash Flow Vol, Leverage, Inside Ownership- Fundamental Review: Equity & Fixed Income Analysis- Identify Candidates: Debt Capacity / Return Potential; Equity & FID Align- Security Selection: Equity / Vol vs. CDS?- Trade Parameters: Entry Level, Downside Risk Assessment, Upside Exit- Watch List: Candidate Stock Price vs. Entry Level Target- Execution: Fundamentals Intact? Trading Approval; Build Positions- Portfolio Tracking: Aggregating Equity & CDS P&L - Closing Out Positions: Parameters (B)Reached, Catalysts Occurred / Receding- Performance Reports: Daily Update / Monthly Recap

5.11 JV Portfolio Performance

LBO Candidates Thematic Investment JV Portfolio PerformanceTicker Sector Call Open Basis Price Δ% Floor Risk Ceiling Return SPX Δ vs. SPX Comments Shares Cost P&L

ABC Industrial Long 3/14/07 $29.78 $36.99 24.2% $27.00 -27.0% $40.00 8.1% 11.3% 12.9% Adding on Correction 150,000 $4,467,000 $1,081,500.00

DEF TMT Long 3/15/07 $43.40 $49.70 14.5% $38.00 -23.5% $50.00 0.6% 10.6% 3.9% Scaling Out on Spin 95,000 $4,123,000 $598,500.00

GHI Financial Long 4/10/07 $27.95 $30.25 8.2% $26.00 -14.0% $36.00 19.0% 6.2% 2.0% Built on Pullback 450,000 $12,577,500 $1,035,000.00

JKL TMT Long 2/28/07 $5.24 $5.59 6.7% $5.00 -10.6% $8.00 43.1% 9.7% -3.0% Lower Cost on Fall 2,375,000 $12,445,000 $831,250.00

MNO TMT Long 3/28/07 $36.29 $38.36 5.7% $33.25 -13.3% $42.50 10.8% 7.4% -1.7% Adding on Pullback 284,380 $10,320,150 $588,666.60

PQR Industrial Long 5/3/07 $48.46 $50.05 3.3% $45.00 -10.1% $60.00 19.9% 2.5% 0.8% Built on EPS Decline 250,000 $12,115,000 $397,500.00

STU Retail Long 5/10/07 $46.10 $47.58 3.2% $40.00 -15.9% $52.00 9.3% 1.4% 1.8% Profit Taking in CDS 100,000 $4,610,000 $148,000.00

VWX Financial Long 2/5/07 $22.10 $22.45 1.6% $20.00 -10.9% $27.75 23.6% 5.9% -4.3% Lower Cost on Fall 805,000 $17,790,500 $281,750.00

YZA Industrial Long 1/25/07 $33.14 $33.63 1.5% $30.00 -10.8% $40.00 18.9% 6.5% -5.0% Built on EPS Decline 375,000 $12,427,500 $183,750.00

BCD Retail Long 5/25/07 $31.97 $32.10 0.4% $30.50 -5.0% $40.00 24.6% 1.8% -1.4% Adding before BTS 250,000 $7,992,500 $32,500.00

EFG TMT Long 2/13/07 $15.70 $15.57 -0.8% $14.00 -10.1% $25.00 60.6% 7.0% -7.8% Lowered Basis 800,000 $12,560,000 ($104,000.00)

HIJ Retail Long 3/12/07 $33.42 $31.96 -4.4% $29.00 -9.3% $38.00 18.9% 9.4% -13.8% Adding on Correction 350,000 $11,697,000 ($511,000.00)

$123,125,150 $4,563,416.60

Ticker Sector Maturity Open Basis Price Δ% FV + / - FV Horizon Return CDX.IG7 Δ vs. IG7 Comments Call Notional MTM

ABC Retail 7 yr 2/12/07 94 bps 89 bps -5.3% 81 bps 8 bps 203 bps 128.1% 3 bps -7 bps >FV, Consider Equity Long $40,000,000 -$116,000.00

DEF Retail 5 yr 1/29/07 24 bps 13 bps -46.4% 203 bps 1,461.5% 2 bps -13 bps Consider Steepener Long $55,000,000 -$266,062.50

DEF Retail 7 yr 1/19/07 38 bps 20 bps -46.7% 39 bps -19 bps 203 bps 915.0% 1 bps -20 bps Consider Steepener Long $15,000,000 -$152,250.00

DEF Retail 10 yr 1/29/07 47 bps 31 bps -33.3% 203 bps 554.8% 2 bps -18 bps Consider Steepener Long $13,000,000 -$151,125.00

GHI Retail 10 yr 1/24/07 39 bps 41 bps 5.1% 36 bps 5 bps 203 bps 395.1% 2 bps 0 bps Consider Scale Out Long $50,000,000 $93,750.00

JKL Health 10 yr 2/6/07 76 bps 72 bps -5.0% 56 bps 16 bps 203 bps 181.9% 3 bps -6 bps Maintain CDS Long $50,000,000 -$84,375.00

MNO Retail 7 yr 2/8/07 52 bps 62 bps 19.2% 50 bps 12 bps 203 bps 227.4% 4 bps 8 bps Profit Taking in CDS Long $25,000,000 $145,000.00

PQR Industrial 7 yr 1/31/07 82 bps 58 bps -29.5% 68 bps -10 bps 203 bps 250.0% 2 bps -26 bps Consider Steepener Long $40,000,000 -$533,600.00

PQR Industrial 10 yr 2/5/07 105 bps 82 bps -21.9% 203 bps 147.6% 3 bps -25 bps Consider Steepener Long $10,000,000 -$172,500.00

STU Retail 7 yr 2/5/07 83 bps 66 bps -20.0% 66 bps 0 bps 203 bps 207.6% 3 bps -19 bps Consider Exit on B/B Long $50,000,000 -$442,250.00

$348,000,000 -$1,679,412.50

5.12 Financial Fallout Candidates

Identified stocks with varying degrees of risk from a Financial Services slowdown

• By Tier- Tier 1: Short Recommendations- Tier 2: Alternative Short Candidates- Tier 3: Avoid Shorting

• By Sector- Credit Cards- Rating Agencies- Financial Documents & Publishers, Data Providers & Services- Real Estate Services- Hardware, Storage, PC’s, Software, ATM’s- Exec Search & Training, Background Checks, HR & Payroll Outsourcing, Staffing- Transportation, Other

5.13 Trade Recommendation

Short SLG

• Thesis- NY Financial Services exposure >50% inclusive of Legal & Professional Services- GKK investment similar to a CMBS CDO fund

• Catalysts- Wall Street layoffs due to credit write-downs and reduced IPO and M&A volumes- Write-downs of direct structured finance investments or GKK carrying value

• Bear Case- Lower occupancy, scarce financing, fewer transactions, Changing buyer profile- GKK Revenue stream could run out sooner than expected

• Bull Case- Dividend is safe, stock buyback authorization

5.14 Trading Call Performance

SLG Trading Call Performance

- 11/30/07: $103.90 Short Potential job cuts, sentiment risk, recovered $10- 1/11/08: $84.80 Don’t Short Fundamentals haven’t Changed, NAV discount- 1/14/08: $84.90 Don’t Short Play for bounce ahead of earnings- 1/16/08: $84.81 Don’t Short Consider alternative short candidates- 1/28/08: $94.16 Short Short side getting interesting after EPS bounce- 2/1/08: $98.77 Short High Conviction 3:1 risk/reward on technicals- 2/19/08: $87.19 Don’t Short Mid year Wall St layoffs could cause revaluation- 2/26/08: $95.20 Short Stock recovery, IPO and M&A volume declines- 2/27/08: $95.42 Short VNO mezzanine write-offs, GKK exposure- 2/28/08: $95.05 Short Stock flat while CMBS widened 27.5 bps- 3/7/08: $84.00 Short High probability <$80, low probability ~$90

5.15 Risk Management

Weekly Review of Top 10 Positions- What’s new and why, positions increased/decreased/exited, incremental news

Current Rank Previous Week Ticker Sector Position Gain/(Loss) Shares Cost Basis Inception Δ% Wk/Wk Δ%

1 Unch ABC Financials $20,328,328 $685,482 460,021 $42.70 3.5% 4.4%

2 Unch DEF Consumer $12,861,750 ($305,265) 275,000 $47.88 -2.3% -1.5%

3 4 GHI Healthcare $12,287,385 $87,628 546,106 $22.34 0.7% 0.8%

4 13 JKL Energy $10,050,581 $272,222 173,735 $56.28 2.8% 4.6%

5 10 MNO TMT $9,853,321 ($262,305) 899,847 $11.24 -2.6% -5.2%

6 3 PQR Consumer $9,758,607 $91,495 311,081 $31.08 0.9% 0.1%

7 6 STU TMT $8,902,402 $218,637 800,576 $10.85 2.5% 3.2%

8 Unch VWX Financials $8,622,000 $213,918 200,000 $42.04 2.5% 1.5%

9 5 YZA Industrials $8,353,990 $350,533 298,463 $26.82 4.4% 1.7%

10 New BCD TMT ($8,200,537) ($490,373) (262,585) $29.36 -6.4% -8.1%

$92,817,827 $861,972

Wk/Wk $Δ ($12,923,641)

Previous Week Current Rank Ticker Sector Position Gain/(Loss) Shares Cost Basis Inception Δ% Wk/Wk Δ%

7 15 EFG Financials ($5,206,000) $51,856 (200,000) $25.77 -1.0% -0.6%

9 Closed HIJ TMT $0 $0 0 $0.00 Closed -0.2%

5.16 Strategy

Raising Visibility while Reinforcing Scarcity Value- Commentary Formats- Internal / External Distribution Lists- Morning Meeting Access / Delivery- Proactive Selling of Idea Generation

Trading Consistency- Portfolio Managers vs. Risk Managers- Volatility vs. Losses- Defined Objectives / Constraints vs. Reference Dependent- Multi-Sector Portfolio Approach vs. Core Sector Positions- Track Multiple Security Trade vs. Single Stock Return Software

Applications- Commentary Portal- Desktop Analytics Tool

5.17 June 2007 Review

You have taken both the Content captain and idea capture roles to a new and great level for the Trading and Desk Analyst teams

Morning meeting Content has improved dramatically including topical speakers from off the floor. Continue to follow your gut on the structure

You have owned the ideas, improved Execution and even raised the P&L Impact through better structuring

Your role in organizing, filtering ideas and combing two organizations (FID and EQ) for ideas has been positively noted by members of FID management

5.18 Positive Feedback

Morning Call Meeting / Content / Recap- “Beneficial since sectorizing to concentrate on what Traders are Anticipating” NYSE Floor division- “This awesome”, Co-Head of New York Research Sales- “This is great today”, Co-Head of Liquid Markets Salestrading- “We are getting much better ‘tradable’ Content with the new model”; “This piece is helpful”; “Our group in Dallas are big fans”, various Sales

Idea Generation- “Feedback from Sales was that this was helpful”, Head of Product Management- “That’s a good case”, Co-Head of New York Research Sales- “We would love to do a Swap on this Index”, Head of Equity Synthetics Trading- “Agree with all... good stuff”, Head ETF Trader- “Good intraday work”, Hedge Fund Sales

Conclusion

Themes

Conviction, Conviction, Conviction!

Quality, Innovation, Branding

Dissemination, Alignment, Feedback

Key franchise names, Idea Generation, Monetizing Content

We don’t trade stocks, we trade Information

Content is King

Appendix Professional, Educational & Personal Background

A.1 Professional Background

Mr. Gallagher has an extensive Investment Banking career servicing both Corporate & Government entities including Global experience providing Equity Research & Offerings, Privatization Advisory, Debt Raising and Structured Products. He has been responsible for 1) making recommendations to institutional investors, 2) marketing Global Financial Services including Capital Markets, Risk Management & Credit Products and 3) structuring Corporate Finance solutions by combining industry expertise with geographic client coverage & product capabilities

As an Equity Analyst, Mr. Gallagher’s insights & client service were recognized in Research votes by firms as diverse as Fidelity and Tiger Management. As a Corporate Finance Officer, he provided risk/return analysis for new transactions and negotiated Credit Facilities, Structured Financings and Derivative transactions. Mr. Gallagher also supervised junior staff and sought to identify potentially deteriorating situations in order to reduce holdings or improve collateral

His activities have involved advising government entities or their applicants including the Republic of France, the Government of Sri Lanka, The Export-Import Bank of the United States and regulators from the Federal Reserve

A.2 Equity Research

U.S. BANCORP PIPER JAFFRAY, NEW YORKResearch Analyst, IT Services Technology Equity Research, 2000 - 2001• Forecast slowing IT spending as consulting engagement sales cycle lengthened• Developed long term IT Services valuation framework

LAZARD FRERES & CO. LLC, NEW YORKVice President & Research Analyst, Airline Equity Research, 1998 - 1999• Initiated coverage of domestic growth Airlines (“LCC’s”) in Fall 1998• Provided analysis of pilot contracts for Air France Advisory prior to 1999 IPO• Provided analytical support for #1 Institutional Investor Distressed Debt team

PAINEWEBBER INCORPORATED, NEW YORKAssociate Analyst, Airline Equity Research, 1996 - 1998• Associate Analyst to #1 Institutional Investor Airline Equity Research Analyst• Published notes, maintained earnings models and updated statistical databases• Conducted due diligence of China Southern Airlines prior to 1997 IPO

A.3 Corporate Finance

THE CHASE MANHATTAN BANK, NEW YORK

Associate, Global Aerospace Group/Global Transportation Group, 1992 - 1996• Corporate Finance Officer with Airline & Aerospace/Defense client relationships• Structured, negotiated, and documented Privatization Advisory, Aircraft Finance & Derivative transactions• Advised Air Lanka’s privatization, Mexican industrialist’s CAL Ch 11 investment• Financed aircraft for VARIG Brazil, Royal Air Maroc and Cathay Pacific• Restructured USAir credit in exchange for collateral after 1991 Gulf War

Associate, US Corporate Markets, 1987 - 1991• Previously as a generalist, coverage included Airlines & Shipping, Real Estate & REITS, Retail, Home Builders & Building Products, Financials, Pharmaceuticals, Technology & Telecommunications and HLT’s/LBO’s• Completed credit training program, prepared new credit approvals and supervised annual reviews of existing loans

A.4 Equity Recommendations

Technology Spending CycleMr. Gallagher began noting anecdotes in July 2000 of lengthening sales cycles for the underlying Internet-based Technologies IT Services firms were deploying for their clients. As new IT Services engagements slowed, an initial internal conference call with Software Analysts indicated no concurrent fall off in bookings. A subsequent call confirmed expectations of less IT Services engagements resulting in fewer Software products being recommended, sold & implemented

Reno AirMr. Gallagher initiated coverage of Reno Air with a Speculative Buy recommendation just prior to the company’s acquisition by American Airlines. Mr. Gallagher had also been quoted in BusinessWeek and his firm named a share buyback participant

A.5 Advisory

Republic of France/Air FranceAdvisor to the Republic of France for the privatization of Air France and Underwriter of Air France’s IPO. Mr. Gallagher provided analysis of U.S. Airline concessionary contracts as a benchmark for seeking labor cost savings during a pilot strike prior to Air France’s partial privatization. Mr. Gallagher recommended methods of capital markets distribution and marketed the shares to investors

Government of Sri Lanka/Air LankaAdvisor to the Government of Sri Lanka’s Public Enterprise Reform Commission to privatize the national carrier Air Lanka in the midst of an ongoing religious/ethnic civil war. Mr. Gallagher prepared the Technical Proposal and negotiated the Contract of assignment milestones & associated fee payments

Continental Airlines/Houston AirAdvisor to Houston Air’s bid for Continental during bankruptcy. Mr. Gallagher conducted due diligence and provided industry expertise to the M&A deal team

A.6 Ex-Im Bank

VARIG BrazilAs Arranger, underwrote Ex-Im Bank guaranteed notes to finance a VARIG Brazil McDonnell Douglas MD-11 aircraft. The transaction utilized a trust structure through which the loan notes were securitized and sold into the public capital markets to institutional investors. Mr. Gallagher’s analysis of VARIG’s credit risks led to obtaining credit enhancement from the export manufacturers McDonnell Douglas & General Electric in the form of a subordinated loan tranche to assure that the purchase obtained Ex-Im Bank’s guarantee commitment. The manufacturers’ subordinated notes were later sold to international banks

Royal Air MarocAs Trustee, arranged the private placement of Ex-Im Bank guaranteed notes to finance two Royal Air Maroc Boeing 737-400 aircraft. Mr. Gallagher negotiated the mandate letter, term sheet & fee structure and proposed Ex-Im Bank guaranteed alternatives when the transaction was at risk of failing to close

A.7 Aircraft Finance

Cathay Pacific Airways/Wilmington Trust as Trustee

As Agent and Underwriter, provided financing for a U.S. Ownership Foreign Sales Corporation (FSC) lease financing of a Cathay Pacific Airways Boeing 747-400 aircraft. The borrower was a special purpose grantor trust whose principal asset consisted of the stock of a foreign sales corporation (FSC lessor) which was pledged to the lenders as security for the loan. The FSC lessor invested the loan proceeds by purchasing the aircraft. The aircraft was leased to a special purpose Bermuda trust and subleased to Cathay Pacific. Mr. Gallagher conducted due diligence, prepared credit approvals & negotiated documentation and marketed the loan to international banks

A.8 Structured Products

Cathay Pacific AirwaysConcurrent with the FSC financing, lenders entered into an interest rate swap to pay Cathay Pacific fixed payments and receive Libor based floating payments. Mr. Gallagher analyzed credit, cross default, intercreditor & indemnification risks / mitigants, prepared credit approvals and negotiated documentation

HK TelecomChase participated in the sale and leaseback of an aircraft portfolio that resulted in the acceleration of foreign source income and the utilization of associated tax credits. Mr. Gallagher provided industry expertise to accounting & tax deal team members, conducted due diligence on the structure & related cash flows and participated in preparing the transaction approval memo

Interest Rate & Fuel Price Hybrid Hedging StrategiesMr. Gallagher marketed Strategies to lower costs up to 30% through the correlation benefits of hedging aggregate exposures

A.9 Credit

Delta Air LinesAs a Lead Bank, provided a commitment for a bank letter of credit after assessing that the risk profile would remain Unchanged under an existing credit agreement. The commitment was required to credit enhance outstanding ESOP notes guaranteed by Delta pursuant to a trust indenture upon Moody's action downgrading the credit rating of Delta's long-term senior unsecured debt. Mr. Gallagher evaluated intercreditor risks and negotiated the commitment letter, term sheet & credit agreement amendment for a $1 million fee

USAirAs Agent, advised management of the necessity to provide security for its revolving credit in order to gain covenant relief & financing flexibility in the aftermath of the 1991 Gulf War. Mr. Gallagher modeled the financial covenants, evaluated collateral values & indemnification risks, negotiated the amendment & fleet mortgage and successfully sought the approval of a majority of bank participants for transaction fees totaling $1.2 million

A.10 Risk Management

USAir / Shared National Credit ProgramAs Agent, Mr. Gallagher met with Federal Reserve Bank examiners to assess USAir’s creditworthiness, probability of default, collateral as a secondary means of repayment and the risk of loss during the annual review of syndicated loans

Woodward & Lothrop / Alfred TaubmanAs a Lead Bank, Mr. Gallagher assessed Mr. Taubman’s personal guarantee to secure Retailer Woodward & Lothrop’s seasonal inventory line of credit by analyzing his balance sheet & the underlying assets which were highly leveraged & relatively illiquid ahead of the IPO of Mall REIT Taubman Centers

Integrated ResourcesAs both an Agent & a Lead Bank, Mr. Gallagher raised concerns about the Real Estate & Annuity syndicator’s increasing cash outflows while reporting slowing profit growth during the annual review & credit extension process just prior to the company declaring a debt moratorium and its subsequent bankruptcy & liquidation

A.11 Academic Background

BOSTON COLLEGE, CHESTNUT HILLBachelor of Arts Degrees in Economics & History, 1983 - 1987- Gasson Scholar: The 30 most distinguished members of Freshman class- Ignatian Scholar: Cited for Academic Excellence- Educational Policy Committee: One of 4 Student Representatives- University Relations Office: Administrative Assistant writing fundraising speeches

REGIS HIGH SCHOOL, NEW YORKJesuit high school which all students attend on full scholarship, 1979 - 1983

Chase Manhattan Bank Corporate Credit TrainingFour month program of Financial Risk Analysis & Cash Flow Lending, 1987 - 1988

Boeing Airplane Evaluation Seminar, July 1993

Series 24, 7 & 63, passed Level II CFA

A.12 Personal Background

Matrimony, 1993- Barbara (nee Bucher)- William born ‘98, Mary Anne born ’01

Citizenship- US by Birth- EU via Marriage

Volunteering- The Leukemia & Lymphoma Society Westchester/Hudson Valley Chapter- Youth Baseball New Rochelle

Larchmont Shore Club, Member

Tennis, Biking, Skiing

Contact Information

Peter Gallagher

(914) 833-1427

(914) 391-0498 Cell

[email protected]

AOL IM: TopGunGallagher