EXHIBIT 99.1
MANAGEMENT PRESENTATION
[picture]
Guides for the journey. | Piper Jaffray
FORWARD LOOKING STATEMENTS
STATEMENTS CONTAINED IN THIS PRESENTATION THAT ARE NOT BASED ON CURRENT OR
HISTORICAL FACT ARE FORWARD-LOOKING IN NATURE. SUCH FORWARD-LOOKING STATEMENTS
ARE BASED ON CURRENT PLANS, ESTIMATES AND EXPECTATIONS AND ARE MADE PURSUANT TO
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS
ARE BASED ON KNOWN AND UNKNOWN RISKS, ASSUMPTIONS, UNCERTAINTIES AND OTHER
FACTORS. FOR A FURTHER DISCUSSION OF SUCH FACTORS, YOU SHOULD READ THE COMPANY'S
REGISTRATION STATEMENT ON FORM 10 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE COMPANY'S ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS MAY
DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES
NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT.
Guides for the journey. | Piper Jaffray 2
SUMMARY OF THE TRANSACTION
O DISTRIBUTING COMPANY: U.S. BANCORP
O DISTRIBUTED SHARES: [APPROX.] 19.3MM (100:1 DISTRIBUTION)
O RECORD DATE: DECEMBER 22, 2003
O DISTRIBUTION DATE: DECEMBER 31, 2003
O NYSE TICKER: "PJC"
O DIVIDEND POLICY: NO ANTICIPATED DIVIDEND
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MANAGEMENT TEAM
ANDREW DUFF
- -- CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SANDY SPONEM
- -- CHIEF FINANCIAL OFFICER
Guides for the journey. | Piper Jaffray 4
SPIN-OFF OPPORTUNITY
O BETTER POSITIONED TO SERVE OUR CLIENTS
O BETTER POSITIONED TO GROW OUR BUSINESSES
O INCENTIVIZE EMPLOYEES THROUGH OWNERSHIP
[arrow pointing down]
Committed to Building Value
Guides for the journey. | Piper Jaffray 5
SHAREHOLDER OPPORTUNITY
ICANT MI
Opportunity
o FOCUSED SECURITIES FIRM
Our o SPECIALIZED EXPERTISE AND SUPERIOR EXECUTION
Business
o DEFINED GROWTH INITIATIVES
Financial o INCENTIVIZE EMPLOYEES THROUGH OWNERSHIP
Performance
o COMMITTED TO BUILDING VALUE
Guides for the journey. | Piper Jaffray 6
MIDDLE-MARKET OPPORTUNITY
MKT. CAP COMPANIES / %1
>$5BN 423 / 8%
$100MM- 3,056 / 61% [arrow pointing right] Our Target Market
$5BN
<$100MM 1,556 / 31%
1. CONSISTS OF ALL QUOTED COMPANIES ON THE NYSE, NASDAQ NATIONAL MARKET AND
AMEX. MARKET DATA AS OF NOVEMBER 30, 2003.
Guides for the journey. | Piper Jaffray 7
CONSOLIDATING SECURITIES FIRM LANDSCAPE
MONTGOMERY [arrow pointing right] BANK OF AMERICA
H&Q J.P. MORGAN CHASE UNIVERSAL
BANKS
DLJ CSFB
[arrow pointing right]
ALEX BROWN DEUTSCHE BANK BULGE BRACKET
INVESTMENT BANKS
CHICAGO ABN AMRO
CORP.
ROBERTSON FLEETBOSTON
STEPHENS
[arrow pointing right] SELECTED
MCDONALD KEYCORP COMMERCIAL BANKS
INVESTMENTS
DAIN RAUSCHER ROYAL BANK OF CANADA
VERY FEW MIDDLE-MARKET
FOCUSED SECURITIES
FIRMS
[contained in arrow pointing down]
Piper Jaffray
Guides for the journey. | Piper Jaffray 8
OUR BUSINESS
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OUR BUSINESS - OPERATING STRUCTURE
[organizational chart]
Piper Jaffray
PRIMARY Capital Markets Private Client Services
REVENUE
SEGMENTS [arrow pointing to left] [arrow pointing to right]
Investment
Research
ENTERPRISE-WIDE
FUNCTIONS
Corporate Support
Functions
Guides for the journey. | Piper Jaffray 10
OUR BUSINESS - OPERATING SEGMENTS
NET REVENUES - 2003YTD1 BROAD CAPABILITIES
--------------------------- -----------------------
o CAPITAL MARKETS
[pie chart] - EQUITIES
- INVESTMENT BANKING
Capital Markets 55% - SALES & TRADING
- EQUITY CAPITAL MARKETS
Private Client Services 45% - FIXED INCOME
- PUBLIC FINANCE
- SALES & TRADING
o PRIVATE CLIENT SERVICES
- WEALTH MANAGEMENT
- EDUCATION FUNDING
- ESTATE PLANNING
- RETIREMENT PLANNING
O INVESTMENT RESEARCH
Total: $585mm - EQUITY
- FIXED INCOME
- TECHNICAL, FUNDAMENTAL AND
PRIVATE CLIENT
1. AS OF SEPTEMBER 30, 2003. PERCENTAGES EXCLUDE CORPORATE SUPPORT AND OTHER
SEGMENT.
Guides for the journey. | Piper Jaffray 11
CAPITAL MARKETS - STRATEGY
O TARGET MIDDLE-MARKET CLIENTS
O EXPERTISE IN FOCUS INDUSTRIES
O LEVERAGE TRADING EXECUTION STRENGTH
[arrow pointing down]
Build Primary Client Relationships
Guides for the journey. | Piper Jaffray 12
CAPITAL MARKETS - STRATEGY
O TARGET MIDDLE-MARKET CLIENTS
TARGET MARKET MARKET LEADERSHIP
---------------- -----------------------------
[arrow
M&A <$1bn pointing o "Middle-Market M&A Bank of the Year"
right] in 2000
Equity Offerings [arrow
$100mm - $5bn pointing o Lead or co-managed 1 of every 6 IPOs
(issuers ent. value) right] completed in 2002
[arrow
Tax-Exempt pointing o Most active underwriter in upper
Underwriting <$500mm right] Midwest `98 - '02 (based on number of
transactions)
[arrow pointing down]
Lead Manager or Financial Advisor
Guides for the journey. | Piper Jaffray 13
CAPITAL MARKETS - STRATEGY
o EXPERTISE IN FOCUS INDUSTRIES
EQUITIES FIXED INCOME
CORPORATE GOVERNMENT/NON-PROFIT
o CONSUMER O HEALTH CARE
O FINANCIAL INSTITUTIONS O HIGHER EDUCATION
O HEALTH CARE O HOUSING
O TECHNOLOGY O STATE AND LOCAL GOVERNMENT ENTITIES
[arrow pointing down]
A Leading Provider of Advice and Trading Execution Capabilities
Guides for the journey. | Piper Jaffray 14
CAPITAL MARKETS - STRATEGY
O LEVERAGE TRADING [arrow [arrow O BUILD PRIMARY CLIENT
EXECUTION STRENGTH pointing pointing RELATIONSHIPS
left] right]
Equities Fixed Income
American Medical Systems North Memorial
Health Care
DATE TRANSACTION SIZE ($MM) ROLE o Sole managing underwriter
- ------------------------------------------- on every bond issue
2002 Acquisition $40 Sole Advisor
2001 Follow-on $132 Book Runner Date Size ($mm)
Offering --------------------------
2000 IPO $79 Book Runner 2003 $183
1999 Acquisition -- Sole Advisor 1993 $103
1998 LBO $130 Advisor to 1989 $29
Warburg
Pincus 1985 $15
1983 $30
1982 $6
#1 market maker in AMS every year since IPO o Floating to fixed rate
interest rate swap for $139mm
Over 70% of Our Investment Banking and Public Finance fees in 2002 Were
Generated in Transactions Where We Served As Lead Manager or Financial Advisor
Guides for the journey. | Piper Jaffray 15
CAPITAL MARKETS - GROWTH INITIATIVES
Equities Fixed Income
O CONVERTIBLE SECURITIES O DERIVATIVES
- ADDITION OF TEAM (OCT. 2002) - TRANSITION ROLE TO PRINCIPAL
- ORIGINATION, SALES & TRADING - PRIMARILY IN MUNICIPAL
HEDGING PRODUCTS
O MIDDLE-MARKET INSTITUTIONAL O MORTGAGE SECURITIES
SALES COVERAGE
- EXPAND COVERAGE THROUGH - ADDITION OF TEAM (2002)
DEDICATED TEAM
- ASSETS UNDER MANAGEMENT <$1bn - SECONDARY TRADING OF
COLLATERALIZED MORTGAGE
OBLIGATIONS AND SPECIFIED
MORTGAGE POOLS
[arrow pointing down]
Better Serve our Clients with Greater Product Breadth
Guides for the journey. | Piper Jaffray 16
PRIVATE CLIENT SERVICES - OVERVIEW
O AS OF NOV. 30TH 2003, 840 FINANCIAL ADVISORS IN 96 BRANCHES ACROSS 18
STATES
O APPROXIMATELY $49 BILLION IN ASSETS UNDER MANAGEMENT - NOVEMBER 30, 2003
O LEADING PRESENCE IN MINNEAPOLIS-ST. PAUL (NO. 1, WITH 21.6% OF ASSETS IN
INDIVIDUAL ACCOUNTS)
[Map of USA with States with Private Client Services in Dark Grey with Names]
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PRIVATE CLIENT SERVICES
($ IN THOUSANDS)
Challenging Environment Enhanced Productivity
[bar graph] # of Fas [vector S&P 500 [bar graph] Net Revenue/FA
graph] Index
Average
1,427 $409
$400
1,194 $370
995 $366
934
1,161
1,061
975
865
2000 2001 2002 9 Mo. 2003 2000 2001 2002 LTM Sep.
2003
Guides for the journey. | Piper Jaffray 18
PRIVATE CLIENT SERVICES - STRATEGY
Primary Financial Advisor
[arrow pointing down]
O COMMITMENT TO CLIENT RELATIONSHIPS
O ATTRACT, RETAIN AND DEVELOP HIGHLY-SKILLED FINANCIAL ADVISORS
O PROVIDE A BROAD RANGE OF INVESTMENT PRODUCTS
O FOCUS ON CLIENT RELATIONSHIP PLANNING
O BUILD A DISTINCTIVE BRAND IMAGE
Guides for the journey. | Piper Jaffray 19
INVESTMENT RESEARCH - OVERVIEW
Capital Markets Private Client
Services
[arrow pointing [arrow pointing
up to the left] up to the right]
Investment
Research
O STRIVE TO ENSURE INDEPENDENT ANALYSIS AND PRODUCT QUALITY
- HEAD OF RESEARCH REPORTS TO CEO
- RESEARCH OVERSIGHT COMMITTEE
O DISTRIBUTE QUALITY RESEARCH BROADLY
- INSTITUTIONAL ALL-AMERICAN RATINGS - 15TH
O EXPAND RESEARCH COVERAGE PLATFORM
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FINANCIAL PERFORMANCE
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FUNDAMENTALS OF FINANCIAL PERFORMANCE
O ENHANCED PRODUCTIVITY
O BALANCED BUSINESS MIX
O DISCIPLINED CAPITAL MANAGEMENT
[arrow pointing down]
Committed to Building Value
Guides for the journey. | Piper Jaffray 22
ENHANCED PRODUCTIVITY
($ IN THOUSANDS)
[bar NET REVENUE / EMPLOYEE [vector TOTAL EMPLOYEES
graph] graph]
3,845
3,443
3,381
3,255
3,227
2,994
$265
$255
$246
$232
$226
$186
1998 1999 2000 2001 2002 LTM Sep.
2003
YEARS ENDED DECEMBER 31,
Guides for the journey. | Piper Jaffray 23
BALANCED BUSINESS MIX
NET REVENUES BY SEGMENT1 SEGMENT OPERATING MARGINS
- ------------------------------- --------------------------------------
2000 2003 YTD2 CAPITAL MARKETS
-------- ------------- --------------------------------------
18.4%
18.1%
17.5%
17.4%
54% 55%
2000 2001 2002 2003 YTD2
PRIVATE CLIENT SERVICES
--------------------------------------
17.3%
9.9%
8.4%
7.8%
46% 45%
- ------------------------------- --------------------------------------
PCS CAPITAL MARKETS 2000 2001 2002 2003 YTD2
Bar graph showing:
PCS [lower] Unshaded and
Capital Markets [upper] Shaded
1. DOES NOT INCLUDE THE CORPORATE SUPPORT AND OTHER SEGMENT WHICH HAD NET
REVENUES OF $(17,137,000) AND $2,025,000 IN 2000 AND NINE MONTHS ENDED SEPTEMBER
30, 2003, RESPECTIVELY.
2. AS OF SEPTEMBER 30, 2003.
Guides for the journey. | Piper Jaffray 24
DISCIPLINED CAPITAL MANAGEMENT
($ IN MM)
SELECTED BALANCE SHEET DATA
(UNAUDITED PRO FORMA)1 REGULATORY CAPITAL
- ------------------------------------------ ---------------------------------
ASSETS $201 $209
Total Assets $2,568 $192 $199
Goodwill (306)
--------
Tangible Assets $2,262
-------- $9 $10
-------- ---------------------------------
December 31, September 30,
2003 2003
[bar graph]
[bottom Minimum Required [middle Excess
number] number]
CAPITAL
Subordinated Debt $180
NET CAPITAL RATIO
Total Invested Capital 658 ---------------------------------
42% 40%
Total Capital $838
------
Tangible Ratio2 15.6%
Minimum
2%
---------------------------------
December 31, September 30,
2002 2003
[bar graph]
1. AS OF SEPTEMBER 30, 2003. SEE REGISTRATION STATEMENT ON FORM 10 FILED WITH
THE SEC FOR COMPLETE BALANCE SHEET.
2. TANGIBLE RATIO IS CALCULATED BY DIVIDING TANGIBLE COMMON EQUITY (TOTAL
INVESTED CAPITAL - GOODWILL) BY TANGIBLE ASSETS.
Guides for the journey. | Piper Jaffray 25
ENHANCED FINANCIAL PERFORMANCE
NINE MONTHS ENDED SEPTEMBER 30
[Bar Graph]
Net Revenue ($mm) Net Income ($mm)
GROWTH = 6% GROWTH = 26%
$585 $29
$550 $23
2002 2003
Pre-Tax Margin1
8.0%
6.6%
- ----------------------------- -----------------------------------------
2002 2003 2002 2003
1. PRE-TAX MARGIN IS CALCULATED BY DIVIDING INCOME (LOSS) BEFORE INCOME TAXES BY
NET REVENUES.
Guides for the journey. | Piper Jaffray 26
CONCLUSION
Guides for the journey. | Piper Jaffray
SHAREHOLDER OPPORTUNITY
Middle-Market o SIGNIFICANT MIDDLE-MARKET OPPORTUNITY
Opportunity
o FOCUSED SECURITIES FIRM
Our o SPECIALIZED EXPERTISE AND SUPERIOR EXECUTION
Business
o DEFINED GROWTH INITIATIVES
Financial o INCENTIVIZE EMPLOYEES THROUGH OWNERSHIP
Performance
o COMMITTED TO BUILDING VALUE
Guides for the journey. | Piper Jaffray 28
PIPERJAFFRAY
Guides for the journey. | Piper Jaffray 29