INVESTMENT BANKING AND CAPITAL MARKETS THE BOSTON CONSULTING GROUP

INVESTMENT BANKING AND CAPITAL MARKETS Market Report—Third Quarter 2004 Edition New York, Frankfurt November 30, 2004 THE BOSTON CONSULTING GROUP ...
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INVESTMENT BANKING AND CAPITAL MARKETS Market Report—Third Quarter 2004 Edition

New York, Frankfurt November 30, 2004

THE BOSTON CONSULTING GROUP

TABLE OF CONTENTS

Chapter

Page

Overview of Third Quarter 2004

2

Investment Banking Opportunities in China

10

Market Review •

Corporate Finance and Advisory

22



Fixed-Income Trading

29



Equity Trading

34

Data Definitions

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

40

-1-

Overview of Third Quarter 2004

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-2-

INVESTMENT-BANKING PROFITS DROPPED IN THE THIRD QUARTER 2004 Revenue Decreases In All Major Business Lines Investment-banking performance index decreased to its lowest level since the beginning of 2003 •

BCG’s industry index declined by 22.3 points to 76.6 from previous period

Declining revenues in equities and corporate finance worsened the impact of seasonally decreasing fixed-income trading revenues •

Equities trading revenues declined 12 percent from previous quarter suffering from low market volatility



Low deal volumes during the summer months resulted in 9 percent less revenues in corporate finance and advisory compared with the year earlier period



Fixed income revenues dropped 15 percent but were still higher than in the third quarter a year ago

As most banks started to position themselves for growth in equities and advisory in 2004, lower revenues also led to a decline in profitability •

Average industry profit margins dropped by 2.6 percent to 27.9 percent, for the first time below 30 percent since the second quarter 2003

Source: Company reports, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-3-

BCG PERFORMANCE INDEX DECLINED SHARPLY

Index

BCG Investment Banking Performance Index 140 127.6 120 100.0

90.5

100 80.1 80

60.2

60

71.2

96.2

98.9 91.0

87.4

76.6

76.7

51.8

44.7 48.2

40 20

2001

2002

2003

2004

0 Q1/01 Q2/01 Q3/01 Q4/01 Q1/02 Q2/02 Q3/02 Q4/02 Q1/03 Q2/03 Q3/03 Q4/03 Q1/04 Q2/04 Q3/04

Note: The BCG IB performance index is calculated based on aggregate profits of 10 leading banks Source: Company reports, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-4-

INVESTMENT-BANKING BUSINESSES DECREASED ACROSS BUSINESS LINES IN THIRD QUARTER 2004 Corporate Bond Origination $B

$B

150

M&A Advisory(1)

400 300

100 200

50

100

0

0

1Q/01 3Q/01 Q1/02 Q3/02 Q1/03 Q3/03 Q1/04 Q3/04

Q1/01

$B 1200

U.S. Bond Trading(2)

Q3/01

Q3/02

Q1/03

Q3/03

Q1/04

Q3/04

Q3/03

Q1/04

Q3/04

Equity Trading

$Tr 10

1000

Q1/02

8

800

6

600 4

400 200

Asia

2

0

U.S.

0

Q1/01 Q3/01 Q1/02 Q3/02 Q1/03 Q3/03 Q1/04 Q3/04

Europe

Q1/01

Q3/01

Q1/02

Q3/02

Q1/03

(1) Announced transactions (2) Daily average trading volumes for treasuries, agencies, asset-/mortgage-backed securities (ABS/MBS), and corporate bonds Sources: Dealogic; SDC; FIBV; Federal Reserve Bank of New York; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-5-

INVESTMENT-BANKING REVENUES AND PROFIT MARGINS DROPPED Q3/04 vs. Q2/04

Pre-tax profit margin (%)

50%

Citi

Ø –2.6%

40%

BS

ML JPMC(1)

Q2/04 Ø: 30.5%

GS

30%

LB UBS

DB

Q3/04 Ø: 27.9%

MS

20%

Q3/04 Q2/04 10%

0% 0.5

CSFB

1.0

1.5

2.0

2.5

3.0

Ø –15.1%

3.5

4.0

4.5

5.0

Revenues ($B)

(1) JPMC only, not including Banc One Note: Ø calculated on a revenue-weighted basis; operating revenue for investment banking and institutional sales and trading Sources: Company reports, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-6-

PROFIT MARGINS SIGNIFICANTLY LOWER THAN A YEAR AGO Q3/04 vs. Q3/03

Pre-tax profit margin (%)

50%

Citi 40%

ML

JPMC(1)

BS Q3/03 Ø: 33.6%

Ø –5.8%

MS LB

30%

UBS 20%

Q3/04 Ø: 27.9%

GS DB

Q3/04 CSFB

Q3/03

10%

0% 0.5

1.0

1.5

2.0

2.5

3.0

Ø +1.4%

3.5

4.0

4.5

5.0

Revenues ($B)

(1) JPMC only, not including Banc One Note: Ø calculated on a revenue-weighted basis; operating revenue for investment banking and institutional sales and trading Source: Company reports; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-7-

REVENUES DECLINED IN TRADING AND CORPORATE FINANCE/ADVISORY Corporate Finance/ Advisory Revenues Q3/04 vs. Q2/04

Trading Revenues Q3/04 vs. Q2/04 Trading revenue as percentage of total revenues Q3/04

90% 85%

40% CF&A revenue as percentage of total 35% revenues Q3/04

UBS

BS

DB

80%

LB

JPMC

CSFB

30%

GS

75%

GS

Ø: 75.0% ML

MS

25%

ML

Citi

70%

Citi

Ø: 24.5%

LB

CSFB

20% BS

65%

JPMC

60%

MS

DB

15%

UBS 55% 0.5

1.0

1.5

2.0

2.5

Ø –14.3%

3.0

3.5

Revenues ($B)

4.0

3Q/04 2Q/04

10% 0.2

0.4

0.6

0.8

Ø – 8.6%

1.0

1.2

Revenues ($B)

Note: Trading and corporate finance revenues do not total 100% because of “other” revenue Sources: Company reports; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-8-

A LACK OF TRADING OPPORTUNITIES LED TO A DECREASE IN MARKET RISK

Market Risk VAR ($M)

900 800

728

700

768

661

627

662

569

600

495

496

485

493

511

500 400

Total

% change Q3/04 vs. Q1/02

BS

-12.0

ML

-21.8

LB

+32.7

CSFB

-18.6

MS

+90.2

JPMC(1)

300 200 100 0 Q1/02

Q2/02

Q3/02

Q4/02

Q1/03

Q2/03

Q3/03

Q4/03

Q1/04

Q2/04

-4.0

GS

+14.3

DB

+121.2

UBS(1)

+79.5

Citi

+67.6

Q3/04

(1): UBS and JPMC have revised market-risk calculation methodology in Q3/04 Note: VAR at 99% confidence/one-day intervals for interest rate, currency, commodities price risk; differently reported VARs converted assuming normal distribution of risk Source: Company reports, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-9-

Investment Banking Opportunities in China

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-10-

INVESTMENT BANKS HAVE HIGH EXPECTATIONS IN CHINA Long-Term Commitment Required To Reap Profits Chinese investment banking has enjoyed strong growth during the past three years. Further opportunities exist, particularly in equities underwriting • Chinese IPOs accounted for almost 10 percent of global IPO volume in 2004, down from 14 percent in 2003 • IPO pipeline remains strong—value of announced IPOs totals roughly $10 billion over the next 12 months However, so far only a few foreign players have translated their expectations into meaningful revenues • Foreign banks remain restricted despite the Chinese government’s recent deregulation efforts • Chinese investment-banking fees are below international standards • Domestic bond market is still in early development stage • Long sales cycle requires significant involvement of senior bankers Several lessons can be learned from successful players • A long-term strategy and commitment to China are required • “Guanxi” (friendship) relationships with senior officials are essential • Private equity investments provide lucrative gains and secure future investment-banking mandates • Market insiders consider industry knowledge and local relationships as key success factors Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-11-

CHINA ACCOUNTS FOR 10 PERCENT OF THE GLOBAL IPO MARKET 2004 YTD IPO Market

$141B

Europe/ Middle East

36

$39B

6 Asia-Pacific

Americas

39

3 4 12

Japan

14

China

66

Note: Chinese IPOs include Chinese domestic A-share issues. China also includes Hong Kong; 2004 Year-to-date November 4 Source: Dealogic Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

Rest of AsiaPacific India Australia

-12-

CHINESE IPO PIPELINE REMAINS STRONG...

Sector

Company name

Listing market

IPO date planned

IPO value

Airlines Auto Banking Banking Banking Banking Banking Chemical Coal and Mining Energy Energy Energy Healthcare Industrial Industrial Infrastructure Insurance Media Media Property Securities Securities Securities

Air China Dongfeng Motor Corp. Bank of China Bank of Communications China Construction Bank China Minsheng Banking Corp Nanjing City Commercial Bank Hongda Shenhua Group Datang Power Huadian Power Shenzhen Energy Group Shanghai Pharmaceutical Grandtour Tyres Kunming Iron and Steel Group Sichuan Expressway China Pacific Insurance Beijing Youth Daily Shenzhen Press Group Beijing North Star China Everbright Securities Guotai Junan Securities Haitong Securities

Hong Kong & London Hong Kong Hong Kong & Shanghai Hong Kong & Shanghai Hong Kong & New York Hong Kong Shanghai Hong Kong Hong Kong & Shanghai Shanghai Shanghai Hong Kong Overseas Hong Kong Hong Kong Shanghai Shanghai Hong Kong Hong Kong Shanghai Shanghai Shanghai Shanghai

2005 Q4 2004 2005 2005 2005 Q4 2004 Q4 2004 N.A. Q4 2004 2005 In plan Q4 2004 2H 2005 Q4 2004 2005 2005 Nov 2004 Q4 2004 In plan Q4 2004 N.A. N.A. N.A.

U.S.$0.5 billion U.S.$0.6 billion N.A. U.S.$2 billion U.S.$3 -5 billion U.S.$1 billion N.A. N.A. U.S.$1.5 billion RMB 6 billion RMB 2 billion U.S.$0.5 billion U.S.$0.5 billion U.S.$0.4 billion U.S.$0.25 billion N.A. N.A. U.S.$0.13 billion U.S.$0.13 billion RMB 4 billion RMB1.9 billion N.A. N.A.

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-13-

...BUT MARKET POTENTIAL HAS TRANSLATED INTO RELATIVELY LOW REVENUE POOLS DCM Revenues

ECM Revenues $M

500

$M

462

DCM Revenues

400

400 300

203 200

500

300

248

200

140

100

100

0

0 2001

2002

2003

2004YTD

M&A Advisory Fees

48

32

2001

2002

89

84

2003

2004YTD

500

$M 400 300 200 100

80

85

2001

2002

122

115

2003

2004YTD

0

Note: Market revenues estimated based on deal volumes, 2004YTD as of November 04, 2004 Source: Dealogic Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-14-

INVESTMENT BANKS FACE SEVERAL CHALLENGES IN CHINA Challenge

Limited domestic access

Low fee levels

Nascent market

Description

Impact

• No majority ownership allowed in Chinese brokers • Foreign investment banks are prevented from trading domestic Chinese A-shares

Players can only participate in the domestic market via a minority partnership with a Chinese securities firm

• Chinese consider underwriting business low risk • Strong competition for each mandate, given limited supply of accessible deals

Price levels lower than in developed markets

• Political decisions have a major impact on the market

Markets remain fragile and uncertain

• Often only 25 percent free float • Inadequate market transparency • Weak corporate governance

Reputation risk for investment bank

Source: Company financial reports; BCG analysis and forecasts Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-15-

IN CHINA, FEE LEVELS ARE AFFECTED BY THE PERCEPTION THAT THE UNDERWRITING BUSINESS BEARS LITTLE RISK

Chinese beliefs about securities underwriting...

Every issue will be over-subscribed

No underwriting risk

Every issue will generate significant press coverage

No value from distribution

No company will fail

Source: Dealogic, BCG estimates Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

No reputation risk

...lead to low fee levels

China

Global Average

Equity IPO

1.5-3.85%

4.6%

Bond issuance

0.1-0.4%

0.5%

M&A

Low By case

~1%

-16-

CHINA IS GRADUALLY OPENING DOMESTIC CAPITAL MARKETS TO FOREIGN INVESTORS Experimental QFII(1) Scheme Allows Foreigners to Invest in Chinese Securities The QFII scheme was introduced in December 2002 Investment Instruments ƒ Domestic A-shares listed on Chinese stock exchanges(2) (excluding B shares) ƒ Treasuries listed in China ƒ Convertible bonds and enterprise bonds listed on Chinese exchanges ƒ Other financial instruments as approved by securities regulator CSRC Investment Restrictions ƒ A single QFII can hold a maximum stake of 10 percent in a listed company ƒ Collectively, QFIIs can hold no more than 20 percent of a single company ƒ Investors are precluded from remitting funds for one year after their initial investment. For investments in closed-end funds, the restriction is extended to three years For each QFII, the minimum amount is $50M while the maximum should not exceed $800M

A total of 21 QFIIs invested $3 billion

Investment Quota ($M) UBS Citigroup Morgan Stanley Deutsche Bank Nikko Bill & Melinda Gates Foundation HSBC ING ABN Amro Bank Barclays BNP Paribas Lehman Brothers Merrill Lynch Standard Chartered Seven other investors Total

800 400 300 200 200 100 100 100 75 75 75 75 75 75 350 3,000

(1) (2)

Qualified Foreign Institutional Investors The QFIIs cannot invest in 15 A-share companies in industries such as media production, cable TV, pharmaceuticals, publishing, power transmission, publishing, and securities, etc. Source: China Securities Regulatory Commission (CSRC) – as of October 31, 2004, press search Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-17-

SUCCESSFUL PLAYERS OFFER KEY LESSONS

A long-term strategy and commitment to China are important • Building business and political relationships take time, especially in China • Banks that are currently successful started building relationships in the early 1990s Joint ventures with local banks are a strategic option for participating in the Chinese market • Morgan Stanley formed the first international investment bank CICC(1) together with China Construction Bank in 1995 • More recently other foreign banks were allowed to form joint ventures with Chinese banks, e.g., CLSA, BNP Paribas • In August 2004, Goldman Sachs established a new joint venture run by well-known Chinese investment banker Fang Fenglei Private equity investments provide lucrative gains and secure future investment-banking mandates • Morgan Stanley and Goldman Sachs have recently earned significant profits from private equity investments made in the early 1990s

(1)

China International Capital Corporation

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-18-

TWO EXAMPLES HIGHLIGHT DIFFERENT JV APPROACHES TO ENTERING THE CHINESE INVESTMENT-BANKING MARKET CICC(1) (Morgan Stanley) Joint venture between Morgan Stanley (35%), China Construction Bank (42.5%), and others(2) formed in 1995 Cultural and managerial differences led to a rocky start ƒ 4 different chief executives in less than 3 years Started to secure large underwriting deals in 2000 ƒ Top earning China brokerage in 2002 ƒ Top underwriter in China in 2003 ƒ Top underwriter of Chinese offshore IPOs in 2001-03 Strong political backing ƒ Currently led by Levin Zhu Yunlai, son of former Chinese premier Zhu Rongji Morgan Stanley already recouped initial $35 million equity investment

Challenge to retain control

Gao Hua (Goldman Sachs) Joint venture between Goldman Sachs (33%) and Fang Fenglei (CICC founding banker), his friends and owner of Lenovo Group(3) (67%) Approved in August 2004 Company inherited operating license of failed Hainan Securities after Goldman Sachs paid $62 million to bail out the insolvent Chinese brokerage Joint venture includes a buyout clause(4) that allows Goldman Sachs to buy out its Chinese partners and assume total control of Gao Hua Plans to build a firm that mimics Goldman Sachs’ offices—down to the same computer systems, furniture, wallpaper, and carpeting

Success remains to be seen

(1) China International Capital Corporation (2) Others include China National Investment and Guaranty Corp, GIC of Singapore, and Mingly Corp, each with 7.5% stake (3) Lenovo Group, formerly known as Legend Group, is China's largest computer marker (4) The buyout clause is conditional on China’s decision to allow foreign majority ownership Source: Literature search, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-19-

PRIVATE EQUITY INVESTMENTS PROVIDE LUCRATIVE GAINS AND SECURE ACCESS TO I-BANKING DEALS Stakes in Ping An (%)

Generating >1,000% ROI over 10 Years(2)

7%(1)

6.87%

5.31%

7%(1)

5.87%

4.53%

$M

$M 600

477

Beijing gave GS & MS special permission to invest in Ping An

1994

Dai-Ichi Mutual acquired 1% stake from GS and MS

Stakes diluted after IPO

2003

600

401 400

400

200

200

40

IPO June 2004

....

517

40

0

Post-IPO

441

0 Purchase price

Gain

Market price

Purchase price

Gain

Market price

"This has been one of our most successful investments anywhere in the world" - Henry Cornell, Senior Managing Director, Goldman Sachs (1) Market estimates (2) Gain calculated based on maximum offer price of HK$11.88 per share in IPO Source: Company data, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-20-

INDUSTRY KNOWLEDGE AND LOCAL RELATIONSHIPS ARE CONSIDERED KEY SUCCESS FACTORS “Understanding of CSRC legal and accounting regulations are the basics. Knowing the rules of the game is absolutely necessary, but does not give you a competitive edge. The real difference is industry- and client-specific knowledge, which can add value to client strategy, financing, and operation, and make your client win” - Chinese I-banker

“We went to another listed company in our province that is underwritten by her [I-banker] and had a long chat with them on her capability. We also talked to the provincial securities committee to check her track record. It is actually a very small world, and word spread very fast” - Chinese I-banking client

Note: China Securities Regulatory Commission Source: BCG interviews Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-21-

Market Review Corporate Finance and Advisory

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-22-

UNDERWRITING AND ADVISORY DEAL VOLUMES SLOWED IN THIRD QUARTER 2004 After a strong start in 2004, corporate finance and advisory volumes have slowed in the third quarter. Deal volumes in equities, debt, and advisory businesses declined •

Global equity origination decreased by 4 percent from the previous quarter, but is still significantly higher than a year ago



Announced M&A advisory volumes decreased 3 percent during the summer, but also ended significantly higher than 12 months ago



Bond—especially corporate bond—underwriting volumes slowed, as rising interest rates in the U.S. curbed refinancing activities of previous quarters

Analysis of the first nine months of this year reveals a successful year for several firms •

Goldman Sachs remains the pre-eminent M&A advisory house in 2004, although Morgan Stanley has closed the gap



Morgan Stanley won significant market share in equities underwriting, and leads the deal rankings in Europe and the U.S.



UBS was successful in European bond underwriting, winning the No. 1 spot from Deutsche Bank for the first nine months of this year

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-23-

M&A M&A and and Equity Equity Origination Origination

EQUITY CAPITAL MARKETS AND ADVISORY BUSINESS DECLINED

Equity Capital Markets

504

140

500 402

104

100

400

38 38

74

80

40

53

114

120

60

Announced M&A Deals

$B 600

$B 160

59

13

11 31

15

24

13

20 24

30

21

59 49

45

17

38

39

10

8

7 10

17

15 15

17

27

22

329 80

247

22

33

37 28

20

58

300

200

25

283

38

34

33

0

108 Global

Q1/02 Q2/02 Q3/02 Q4/02 Q1/03 Q2/03 Q3/03 Q4/03 Q1/04 Q2/04 Q3/04

Asia

48

275

277

277

42

60

42

69

149

100

39

305

103

133

106

22 39

22

83

138

383

372

87

85

169

157

127

130

57

154 96

164

95

124

122

111

295 214

131

156

0 Q1/02 Q2/02 Q3/02 Q4/02 Q1/03 Q2/03 Q3/03 Q4/03 Q1/04 Q2/04 Q3/04

U.S. Europe

Sources: Dealogic; SDC; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-24-

M&A M&A and and Equity Equity Origination Origination

IN M&A, MORGAN STANLEY WON SHARE FROM GOLDMAN SACHS

European M&A

U.S. M&A Relative market position 9M/04

100%

Gained share

GS

Relative market position 9M/04

Gained share

100%

Rothschild 80%

80%

ML

BNP JPMC

GS

MS

MS 60%

60%

Lazard BoA 40%

Citi LB ML

JPMC Lazard

40%

CSFB UBS

ABN 20%

20%

SG DB BNP HSBC 0% 0% 20%

BS

HSBC LB Cazenove Greenhill

Lost share 0%

40%

60%

80%

100%

Relative market position 9M/03

UBS DB CSFB

0%

20%

Citi

Calyon 40%

60%

Lost share 80%

100%

Relative market position 9M/03

Notes:

Based on date effective relative to market leader JPMC volumes include Bank One Sources: Dealogic; SDC; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-25-

Equity Equity and and Fixed-Income Fixed-Income Origination Origination

IN EQUITY UNDERWRITING, MORGAN STANLEY CLAIMED LEAD FROM GOLDMAN SACHS

European Equity Capital Markets

U.S. Equity Capital Markets Relative market position 9M/04

Gained share

100%

MS GS

Relative market position 9M/04

Gained share

100%

MS

UBS

80%

80%

GS Citi

DB ML

Citi

60%

60%

JPMC CSFB

DB BS

20%

BoA

Wachovia

Lost share

SG

0% 0%

0%

20%

40%

60%

SG

40%

UBS 20%

JPMC ABN

ML LB

40%

LB

80%

100%

Relative marketposition 9M/03

BNP

CSFB Calyon DKW Cazenove

Lost share

HSBC ING 0%

20%

40%

60%

80%

100%

Relative marketposition 9M/03

Notes:

Share relative to market leader JPMC volumes include Bank One Sources: Dealogic; SDC; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-26-

Fixed-Income Fixed-Income Origination Origination

RISING RATES AFFECTED BOND ORIGINATION

All Bonds

$B 1,500

Corporate Bonds

$B 300

1322 1160

140

1,250

1029

88

57

1,000

844 43 750

500

780 66

568

663 56

711

716 61

896

887

68

82

640 560

493 437

170

181

200

77

171

164 150

18

28

22

578

128

162

167

18

26

115

511

100

93

90

89

22

86

80

78

18

154 25

141 26

195

332

440 268

294

418

50

376

74

54 56

43 53

63 28

38

122 23

55 471

221

545

28

460

250 233

1047 1031 84

632

239

250

63

83

64

63

55

62

43

0

0

Q1/02 Q2/02 Q3/02 Q4/02 Q1/03 Q2/03 Q3/03 Q4/03 Q1/04 Q2/04 Q3/04

Q1/02 Q2/02 Q3/02 Q4/02 Q1/03 Q2/03 Q3/03 Q4/03 Q1/04 Q2/04 Q3/04

Global Asia Note: Corporate bonds for industrial issuers only Source: Dealogic; SDC; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

U.S. Europe -27-

Fixed-Income Fixed-Income Origination Origination

DEUTSCHE BANK LOST ITS DOMINANCE IN EUROPEAN FIXED INCOME ORIGINATION

European Bonds Underwriting

U.S. Bond Underwriting Relative market position 9M/04

100%

Gained share

Citi LB

80%

60%

40%

Gained share

100%

Citi

HSBC Barclays ABN MS JPMC BNP

JPMC

BoA BS DB GS UBS CSFB

DB

UBS CSFB

80%

MS

ML

Relative market position 9M/04

60%

SG LB 40%

GS

DKW ML

Calyon Wachovia Barclays HSBC BNP Nomura 0% 0% 20% 40%

20%

20%

Lost share 0% 60%

80%

100%

Relative market position 9M/03

Coba BoA ING 0%

Nomura

20%

Lost share 40%

60%

80%

100%

Relative market position 9M/03

Notes:

Relative to market leader JPMC volumes include Bank One Source: Dealogic; SDC; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-28-

Market Review: Fixed-Income Trading

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-29-

Fixed-Income Fixed-Income Trading Trading

BANKS’ FIXED-INCOME REVENUES DECLINED SEASONALLY IN THIRD QUARTER 2004 Banks’ fixed-income trading revenues declined seasonally in third quarter 2004 •

Steep yield curve flattened sharply, although expectedly



While bond-trading revenues declined, they still exceeded last year’s levels, and it appears that 2004 could become a record year for fixed income

Market-risk levels declined slightly, while risk efficiency in fixed income remained unchanged •

Overall market-risk levels decreased by 4 percent from previous period, partially because several banks reclassified fixed-income instruments in their market-risk calculations



However, average risk efficiency, as defined by trading revenues at a given risk level, has remained unchanged—resulting in lower trading revenues

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-30-

Fixed-Income Fixed-Income Trading Trading

YIELD CURVE DROPPED SHARPLY

10-year/2-year U.S. Treasury Yield Spread Basis points

300 250 200 150 100 50 0 -50 -100 Jan-97

Source: Bloomberg Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

Jan-98

Jan-99

Dec-99

Dec-00

Dec-01

Dec-02

Dec-03

-31-

Fixed-Income Fixed-Income Trading Trading

FIXED-INCOME REVENUES DECLINED SEASONALLY But Third Quarter Levels Still Exceed Previous Years’ Levels U.S. Daily Average Bond-Trading Volumes $B 1,000 869 756

800

667 104

600

685 116

124

149

148

914 803

144

140 230

188

920

206

120 166

133

789

909

216

212

954 151

205

Fixed-Income Trading Revenues by Quarter 919

Index

144

150

156

130

124

125

200

137

91

88

100

105

102

100 80

165

206

129

75

75

400

430

200

428

474

477

457

530

556

498

558

598

50

563

25

0

0

Q1/02 Q2/02 Q3/02 Q4/02 Q1/03 Q2/03 Q3/03 Q4/03 Q1/04 Q2/04 Q3/04

Q1/02 Q2/02 Q3/02 Q4/02 Q1/03 Q2/03 Q3/03 Q4/03 Q1/04 Q2/04 Q3/04

Total Corp. Bonds Note:

Daily average trading volumes with inter/dealer brokers and others; aggregated trading revenues for 10 leading investment banks surveyed Sources: Federal Reserve Bank of New York; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

MBS/ABS Treasury/ Agencies -32-

Fixed-Income Fixed-Income Trading Trading

FIXED-INCOME MARKET HAS DECLINED SLIGHTLY Risk Efficiency Remained Unchanged

Fixed-Income Market Risk(1)

Risk Efficiency Q3/04 Ø Q2/04: 17.7x Rev/VAR

1000

884

VAR ($M)

802 745

800

665 581 600 90 79 400

555 71

597 580 66 83

59 88

95

77 137

662 74

412

115

78

101

779

118

119

111

GS

1,500

LB

106

378

448

433

461

494

563

595

Q3/02

ML

1,000

665

Q3/03

Q1/04

(1) Aggregated levels for the 10 players on the right graph Note: VAR at 99% confidence/one-day intervals for interest rate, currency, commodities price risk; differently reported VARs converted assuming normal distribution of risk Sources: Company reports, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

UBS

JPMC

BS

575

Q3/04

MS

CSFB

500

Q1/03

Citi

DB

0 Q1/02

Broker

85

94

109

588 200

67

784

2,500 Fixedincome trading revenues 2,000 ($M)

Ø Q3/04: 17.0x Rev/VAR

average all players Q2/04

Trader

0

Total VAR Commodities Foreign exchange

0

25

50

75

100

125

150

Average VAR ($M)

Interest rate -33-

Market Review Equity Trading

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-34-

Equity Equity Trading Trading

DECLINING TRADING VOLUMES AND LOW VOLATILITY AFFECTED EQUITIES TRADING BUSINESS A difficult quarter for equities trading resulted in lower revenues than in the first two quarters of 2004 •

Equities trading revenues for the leading players declined by 29 percent on average from the first quarter of the year

Several factors contributed to the slowdown •

Equities trading volumes at global stock exchanges declined by 17 percent from first quarter 2004



Market volatility has been declining steadily since beginning of 2003. The market volatility index (VIX) decreased 27 percent since beginning of 2004



A lack of trading opportunities left lower value-at-risk in equities, generating lower revenues compared with the two preceding quarters

UBS, Goldman Sachs and Morgan Stanley led banks in equities trading in the third quarter, measured by revenues

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-35-

Equity Equity Trading Trading

EQUITIES MARKET VOLATILITY REACHED LOWEST LEVELS SINCE 2000

Market Volatility Index (VIX) 60

Percentage change 100%

Index

80%

50

60% 40%

40

20% 0%

30

-20% 20

-7% -27%

-40%

-41%

-60%

10

-80% -100%

0 J Q1/01 A J Q3/01 O J Q1/02 A J Q3/02 O J Q1/03 A J

O J Q1/04 A J Q3/04 O Q3/03

Q3/04 vs. 2Q04

Q3/04 YTD

Q3/04 vs. Q3/03

Source: Bloomberg Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-36-

Equity Equity Trading Trading

STOCK PRICES DECLINED SLIGHTLY IN THIRD QUARTER

Development of Main Equity Indices

Percentage change 50%

120

Index 100

30%

S&P 500 Nikkei 225

80

10%

3%

FTSE E300

60

-10% 40

0%

1%

-1% -2% -9%

-30%

20

-50%

0 J Q1/01 A

J Q3/01 O J

Change Q3/04 vs. Q2/04

A J Q3/02 O J Q1/03 A J Q3/03 O J Q1/04 A J Q3/04 Q1/02

Change Q3/04 YTD

Nikkei 225 S&P 500 (1) Indexed Source: Thomson Financial Datastream Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

FTSE E300 -37-

Equity Equity Trading Trading

EQUITY TRADING REVENUES DECREASED FURTHER

Equity Trading Revenue by Quarter (Indexed)

Global Exchange Trading Volumes 140

14 $Tr 12

120

11.0

10 8

126

%

8.5

8.6

1.0

1.0

7.6 0.8

8.1 7.4 0.8

6 5.1

4.9

4 2 2.4

2.7

4.4

2.4

4.3

2.3

6.8

1.1

8.6 1.4

9.1

2.2

9.7 1.8

1.6

0.8

3.8

1.9

100 100

9.1

4.5

4.6

4.7

100 90

101

98

87

89

81

1.4

80

5.5 4.5

107

104

60 4.7

40

2.5

2.6

2.8

3.6

3.4

20

3.0

0

0 Q1/02

Q3/02

Q1/03

Q3/03

Q1/04

Q3/04

Global

Q1/02

Q3/02

Q1/03

Q3/03

Q1/04

Q3/04

Asia U.S. Europe Note: Single counted, includes investment funds traded at exchanges; aggregated trading revenues for 10 leading investment banks surveyed Sources: FIBV; BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-38-

Equity Equity Trading Trading

UBS HAD HIGHEST EQUITIES TRADING REVENUES IN THIRD QUARTER Average Risk Efficiency Decreased Slightly Equities Market Risk(1)

Risk Efficiency Q3/04 1,200 Equity trading 1,100 revenues 1,000 ($M)

VAR 400 ($M) 350

309

300 250

Ø Q2/04: 23.3 Rev/VAR

231 203

214 191

200

185

257

MS GS

800 700

230

ML

600

185

CSFB

500

150

400

100

300

Ø Q3/04: 22.7x Rev/VAR

UBS

900

284

270

Broker

Citi

DB

JPMC BS

LB

200 50

Trader

100

0

0 Q1/02

Q3/02

Q1/03

Q3/03

Q1/04

Q3/04

0

10

(1) Aggregated market-risk levels for the 10 players on the right Note: VAR at 99% confidence/one-day intervals; differently reported VARs converted assuming normal distribution of risk Sources: Company reports, BCG analysis Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

20

30

40

50

Average VAR ($M)

-39-

Data Definitions

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-40-

DATA DEFINITION OVERVIEW

Regional deal allocation is based on issuer’s country (parent issuer’s country, where available). M&A deals are allocated by target nation Dealogic was used for European capital market data, Thomson SDC for U.S. and Asian data Relative market shares are based on bookrunner league tables Equity origination data include common stock IPOs and secondary issues only Bond origination data contain all convertible and nonconvertible bonds, including ABS, MBS, municipals, agency, and corporate bonds Corporate bonds are limited to industrials and utilities excluding financial services issuers Equity trading data reflect institutional block trades as advertised in AutEx BlockDATA The second quarter ended on August 31, 2004, for Bear Stearns, Goldman Sachs, Lehman Brothers, and Morgan Stanley; all others ended on September 30, 2004

Q3 2004 Market Report-BR-TM-NYC-30Nov04.ppt

-41-