Corporate Finance Overview

1. Corporate Finance Overview

2. Board of Directors Snapshot of a Public Non-Financial Firm (NYSE: MTZ) President Chief Executive Officer EVP Mergers & Acquisitions Chief Operations Officer Chief Financial Officer Controller Director of Corporate Finance Director of Corporate Finance Director of Accounting • Corporate Strategy • Corporate Development / Mergers & Acquisitions • Treasury • Corporate Communications • Banking Relationships • Financial Reporting • Internal Audit • Corporate Accounting • Tax • Financial Planning • Budget vs. Actual • Public Guidance • Operations Reviews • Asset Management

3. Corporate Strategy Develop Company Growth Strategy in Partnership with Business Leaders Typically staffed by former Management Consultants at the senior levels (Bain, McKinsey, BCG) Analyst/Associate roles include attending meetings with executives, researching the industry and internal performance, and developing presentations to visualize the impact on Co. Consulting-style work, without the Consulting-style travel Meetings with executives, external consultants, industry experts, business managers all conducted largely in house Develop in-depth understanding of the business and its industry Exit Opportunities Highly developed grasp of the business is valuable at middle management levels within the company Consulting-type skills but unique experience could play well in business school applications or when networking into management consulting roles

4. Corporate Development / M & A Often paired with or part of Corporate Strategy Group Exposure to consulting thought process and knowledge of firm High level of exposure to company executives Acquisitions, Divestiture of assets, Minority interests, and Capital Investments Work with senior executives and strategy team to: Define company needs and goals Execute on those needs by acquiring or divesting the necessary assets / businesses Act as “the client” to M&A investment bankers, reviewing pitch books and company screens Watch the market on a daily basis, keeping senior management informed of new transactions with instant analyses of newly announced deals Participate in negotiations with management of target companies Manage other internal department managers during divestiture process (accounting, finance) Capital Expenditures (Equipment Finance) Project Finance Conduct Due Diligence Research, Site visits, Meetings with Management, Investment Bank Communication

5. Corporate Development / M & A Financial Modeling Discounted/Leveraged Cash Flow Model –> NPV, IRR, EPS and Balance Sheet Impact Payment Structure (Cash/Debt/Equity, Contingent Consideration) Validate Target Co. Management Forecast (Sensitivity Analysis) Comparable Company/Transaction Analysis –> “Comps” (Usually received from bankers) Board Approval Summarize financial model (i.e. highlight upside and downside risks for all constituents) Prepare presentation with details of Target Co. and what New Co. will look like Integration procedures going forward

6. Treasury Equipment Debt $115MM , 4.00% Convertible Notes $100MM , 4.25% Convertible Notes $150MM , 7.625% Senior Notes • Capital Structure Analysis • Determine Weighted Average Cost of Capital (“WACC”) and compare to peer group • Optimal Capital Structure –> Relative to Peer Group, Mix of Debt and Equity • Share Buyback Analysis –> Best use of cash? • Funding for new projects/acquisitions –> Financing mix, hurdle rate, cash flows to the firm • Investment Banking Communication

7. Treasury Forecast Modeling Five Year Forecast Model Collaborate with FP&A group to develop Balance Sheet and Cash Flow Model Develop assumptions based on public guidance Constant communication with CFO (forecast vs. actual, cash build/shortages) Submit forecast model to Board of Directors and provide ongoing updates Working Capital Management Cash is King Constant evaluation of working capital metrics (DSO vs. DPO, AR Aging, Top 10 customers) Negotiate with customers and suppliers to receive optimal payment terms Ensure trend of receivables vs. payables is on the right track (i.e. shouldn’t be paying bills faster if your receivables are growing)

8. What do YOU want to do? Intangibles of Corporate Finance at a Non-Financial Firm Constant exposure with Senior Management Highly analytical– always learning, thinking and applying Financial Modeling Plenty of opportunity to position yourself well as a candidate with the knowledge developed right here at BU Wear a lot of different hats I have a life You should be…. Performing well with your classes Networking, networking, networking!!! Developing analytical skill set Reading The Wall Street Journal

9. Alternative Careers at Banks

10. Alternative Careers at Banks If you don’t want to work 120 hours a week as a banker or chained to your desk for 8 hours with no bathroom breaks as a trader, here are some alternative career options: Risk Management Market Risk Management Credit Risk Management Business Line (BL) Finance Treasury Corporate Audit Controllers These positions will give you exposures to a variety of finance functions at a bank that will prepare you eventually for a senior position such as Chief Financial Office, Chief Risk Officer or Treasurer.

11. Alternative Careers at Banks – Risk Management Market Risk Management Market Risk Management (MRM) manages the potential impact of fluctuations in interest rates, exchange rates, equity and commodity prices, credit spreads and other systematic risks on the firm’s portfolio. MRM ensures that risk taking is within the firm’s risk appetite and trades achieve the appropriate reward and returns. Potential Responsibilities of an Analyst Assist with calculating sensitivities and key risk metrics of firm’s current portfolio Research, develop and / or produce reports summarizing business’s risk profile in particular product areas such as Equities, Commodities, Interest Rates etc. Assist in producing risk reports and summaries for senior management Perform gap analyses and resolve data integrity issues at both low and high levels Credit Risk Management Credit Risk Management assess the creditworthiness of existing and potential individual clients, institutional counterparties and issuers and determines firm-wide credit risk. The group reviews and monitors specific transactions as well as portfolio and other credit risk concentrations. It’s also responsible for ongoing credit quality and limit compliance and the group works with the business units to manage and mitigate credit risk. Potential Responsibilities of an Analyst Assist with analyzing the credit worthiness of firm’s counterparties and clients Analyze data to identify areas of unrealized risk mitigation and drive improvements in risk mitigation metrics Support senior analysts with company write-ups, limit setting, risk exposure and overage reconciliations Prepare portfolio review presentations for senior management Source: ML CFO Analyst Program 2008

12. Alternative Careers at Banks – BL Finance BL Finance (Equities, Fixed Income, Commodities etc.): BL Finance provides financial control, accounting, reporting and analysis for a firm’s internal lines of businesses. Finance ensures the financial integrity of these businesses, providing P&L and balance sheet reporting and analysis, inventory position analysis, and advises business management on matters such as funding efficiencies, accounting and regulatory implications and cost-control or revenue enhancement opportunities. Potential Responsibilities of an Analyst Responsible for a number of P&L functions, involving a liaison function with traders and finance staff on a daily basis. Individuals will gain a great deal of knowledge of the workings of a trading desk, a brokerage firm, accounting services, with regards to financial products such as cash equities, bonds, loans, commodities, CDOs, swaps, credit default products, treasuries and futures etc. Responsibilities may include financial reporting and forecasting product performance analysis and balance sheet analysis forecast and projections, product performance sheet analysis, and balance sheet analysis. Communication of issues to management within a team effort as well as interaction with traders. Analyze daily P&L on various trading desks and providing explan Assist with trade support to ensure timely trade capture and processing Assist with accurate reconciliation and recording of trading activity to the General Ledger

13. Alternative Careers at Banks – Treasury Treasury: Manages the firm’s global liabilities and capital and acts as a "central bank" for the various business groups. In addition to all short- and long-term funding, Treasury is responsible for bank relations, cash management, capital planning, strategic analysis, insurance and risk finance, and other corporate finance functions. Treasury is also responsible for raising capital for the bank via debt or equity offering as well as managing the liquidity portfolio of the firm. Potential Responsibilities of an Analyst Working with internal models to project the firm’s funding needs Assist with developing long term capital plans based on current and future interest rate environments Assist with forecasting the bank’s liquidity needs and adjusting liquidity portfolio accordingly Manage the bank’s internal investment and FX portfolio Gain an understanding of the Firm's balance sheet, Unsecured Funding and Capital Structure Produce daily, weekly and/or monthly Balance Sheet reports for the entire Firm Provide on-going and ad hoc analytic support as part of the presentation of financial as well as other business metrics information to executive management

14. Alternative Careers at Banks – Corporate Audit Corporate Audit: Corporate Audit examines, evaluates, and reports on the adequacy of internal controls within the bank in order to contribute to the proper, efficient and effective use of resources. Corporate Audit furnishes business and support areas with analyses, appraisals, recommendations, counsel, and information concerning the various activities reviewed. As part of the audit team, the analyst will have the opportunity to increase his / her knowledge of business, increase technical skills, and establish key business relationships. Potential Responsibilities of an Analyst Perform various analyses, audit sample test-work and documentation of test-work Identify internal control issues, create reports, and present issues to senior management Assist in the execution of a risk based audit plan based on a comprehensive review of the audit universe/business components, corresponding risk assessment and business input Participate in all phases of the audit process, participate in the presentations to business/support management and the opportunity to develop and maintain strong relationships with business unit management

15. Alternative Careers at Banks – Controllers Controllers Group: Controllers Group (Controllers) is the principal financial reporting group within the bank. Among other things, this group is responsible for reporting the operating results of the bank to its shareholders and clients. Financial reporting requirements include reporting in accordance with GAAP; complying SEC requirements as both a public company and a regulated broker-dealer; income tax reporting; risk reporting; and providing reporting guidance to accommodate international regulators. Potential Responsibilities of an Analyst Obtain an understanding of the Firm’s earnings release process and how information is developed from its raw state to disclosures made to the public Assist month end close by completing journal entries and reconciliations between spreadsheets and the general ledger Exposure to Firm-wide management reporting process including monthly forecasting, budgeting and variance reporting Prepare capital computations and operational capital charges

16. Alternative Careers at Banks – Analyst Programs Here are some analyst programs that you can apply for: Bank of America Merrill Lynch: Corporate Audit Management Program Corporate Treasury Analyst Program Finance Management Associate Program Global Banking and Markets Credit Risk Analyst Program Global Risk Management Program Markets Risk Analyst Program http://careers.bankofamerica.com/campus-Americas-analyst-programs.aspx General Electric: Financial Management Program (FMP) http://www.ge.com/careers/students/fmp/index.html JP Morgan IB Risk Analyst Program Treasury & Securities Services Program http://careers.jpmorgan.com/student/jpmorgan/careers/us/programs/ftug Morgan Stanley A variety of analyst programs in all divisions mentioned http://www.morganstanley.com/about/careers/programs/analyst.html

17. Alternative Careers – Consumer Retail

18. Consumer Retail Industry Industry Landscape Department Stores Macy’s, Bloomingdales, Saks, Neiman Marcus, JCPenney Off Price / Discount Retail T.J. Maxx, Marshalls, Ross, Steinmart Big Box / Off-Mall Retailers Wal-Mart, Kohl’s, Target, Bed Bath & Beyond Types of Finance-Related Jobs Buyer Planner Gross Margin Planner Inventory Management Private Label Management Corporate Finance Cost Analyst

19. Consumer Retail - Career Track Typical Career Path in Consumer Retail is Dynamic Corporate Training Programs: TJX*, Macy’s, Target, Bed Bath & Beyond, Nordstrom Retail Math, Sales Turn, Margin, Sell-off Pricing, Marketing Buying Assistant Buyer – Sets national price for merchandise, create store signs Associate Buyer – Manages a vendor or a department (sales and margin) Buyer – Manages entire country department (team, price, sales, margin, advertising) Planning Inventory Planner – Allocates merchandise to stores based on sales Associate Planner – Forecast inventory needed based on the sales, ensure inventory levels for ads Planner – Manages department inventory needs and gross receipts Divisional and Group Management Divisional Merchandise Manager – Responsible for a division (Housewares or Textiles) Group Vice President – Responsible for managing multiple divisions (Home or Ready-to-Wear)

20. Macy’s - My Responsibilities Currently Buyer for Moderate Cookware and Bakeware at Macy’s Home Moderate Cookware: Martha Stewart, Belgique, Basics, Cookright Bakeware: Calphalon, Anolon, Martha Stewart, Pyrex, Corningware Sales & Assortment – Plan assortment for stores and execute seasonal sales goals (currently planning for Fall 2012) Vendor Management – Build relationships with key vendors Marketing & Advertising – Create all advertisements for stores (direct mail, preprints, TV, and radio) Gross Margin – Achieve profitability goals through promotion strategy and negotiations with vendors Leadership – Manage team which includes assistant and associate buyers Career Track BU SMG Grad 2004 TJX Merchandise Training Program TJX Various Planning Roles (3 years) Macy’s Assistant Buyer – Kitchen Electrics Macy’s Associate Buyer – Gourmet Cookware & Kitchen Electrics Macy’s Buyer – Moderate Cookware & Bakeware