Overview of Capital MarketsOverview of Capital Markets
2
Topics to AddressTopics to Address
I.I. PurposePurpose
II.II. Players/InstrumentsPlayers/Instruments
III.III. Recent Events/Trends in Capital MarketsRecent Events/Trends in Capital Markets
A.A. Equity Capital MarketsEquity Capital Markets
B.B. Credit MarketsCredit Markets
I. PurposeI. Purpose
4
Purpose of Capital MarketsPurpose of Capital Markets
Efficient Allocation of CapitalEfficient Allocation of Capital
Diversification of RiskDiversification of Risk
Catalyst for Productive Economic GrowthCatalyst for Productive Economic Growth
II. Players/InstrumentsII. Players/Instruments
6
Issuer (MFI) UnderwriterExchange
Investor RegulatorRating Agency
Key Players in a Capital Markets TransactionsKey Players in a Capital Markets Transactions
7
Intermediaries Facilitate Capital FlowsIntermediaries Facilitate Capital Flows
Institutions Seeking Capital
Intermediaries Facilitating the Flow of Capital
Financing &Advisory
(Investment Banking)
Investors withCapital
Pension Funds Mutual Funds Endowments & Foundations Insurance Companies Private Equity Funds Hedge Funds
Institutional Investors
Debt Capital Markets
EquityCapitalMarkets
Investment Research
Principal Investing (Merchant Banking)
Investment Management
Sales &
Trading
Public Companies
Private Companies &
Funds
Governments & Agencies
High Net Worth Small Ticket Retail
Retail Investors
Governments & Agencies
8
A legal entity that develops, registers and sells securities for the purpose of financing its operationsA legal entity that develops, registers and sells securities for the purpose of financing its operations
Issuers are legally responsible for the obligations of the issue and for reporting financial conditions, Issuers are legally responsible for the obligations of the issue and for reporting financial conditions, material developments and any other operational activities as required by the regulations of their material developments and any other operational activities as required by the regulations of their jurisdictionsjurisdictions
The most common types of securities issued are bonds (notes, debentures, bills) and common The most common types of securities issued are bonds (notes, debentures, bills) and common stocksstocks
A company or other entity (investment bank, commercial bank or other financial institution) A company or other entity (investment bank, commercial bank or other financial institution) that administers the issuance and distribution of securities from a corporation or other issuerthat administers the issuance and distribution of securities from a corporation or other issuer
An underwriter works closely with the issuer to determine the offering price of the securities, buys An underwriter works closely with the issuer to determine the offering price of the securities, buys them from the issuer, and sells them to investors viathem from the issuer, and sells them to investors via the the underwriter's distribution network underwriter's distribution network
A company that assesses the credit-worthiness of corporations and countries and assigns credit A company that assesses the credit-worthiness of corporations and countries and assigns credit ratings. This company also provides a transaction rating of the finance structureratings. This company also provides a transaction rating of the finance structure
The credit rating is a financial indicator to potential investors of debt securities such as bondsThe credit rating is a financial indicator to potential investors of debt securities such as bonds
An exchange organization which provides facilities for brokers to trade company stocks and other An exchange organization which provides facilities for brokers to trade company stocks and other securities securities
Exchanges also provide facilities for the issue and redemption of securities, as well as other Exchanges also provide facilities for the issue and redemption of securities, as well as other financial instruments and capital events including the payment of income and dividendsfinancial instruments and capital events including the payment of income and dividends
Banks, Mutual Funds, Pension Funds, Insurance Companies, Asset Managers, Governments, and Banks, Mutual Funds, Pension Funds, Insurance Companies, Asset Managers, Governments, and Individual InvestorsIndividual Investors
A regulator provides supervision which subjects financial institutions and issuers to certain A regulator provides supervision which subjects financial institutions and issuers to certain requirements, restrictions and guidelines that aim to maintain the integrity of the financial systemrequirements, restrictions and guidelines that aim to maintain the integrity of the financial system
Underwriter
Rating Agency
Exchange
Investors
Issuer
Key Players in Capital Markets TransactionsKey Players in Capital Markets Transactions
Regulator
9
Capital Markets Instruments DefinedCapital Markets Instruments Defined
VehiclesVehicles DefinitionsDefinitions
StocksStocks Shares of ownership in a companyShares of ownership in a company
Money MarketsMoney Markets Short-term debt issued by corporations or governmentsShort-term debt issued by corporations or governments
TreasuriesTreasuries Debt issued by a government (US, France Germany,…)Debt issued by a government (US, France Germany,…)
Corporate DebtCorporate Debt Debt issued by corporationsDebt issued by corporations
Asset BackedAsset Backed Debt created by an underlying pool of assets, such as mortgagesDebt created by an underlying pool of assets, such as mortgages
Municipal SecuritiesMunicipal Securities Debt issued by state and city governmentsDebt issued by state and city governments
DerivativesDerivatives Contract whose value depends on the fluctuations in price by another asset, such as Contract whose value depends on the fluctuations in price by another asset, such as stocks, currencies, commodities, or interest ratesstocks, currencies, commodities, or interest rates
CDSCDS Credit default swap: Form of derivative offering protection against credit risk (e.g. Credit default swap: Form of derivative offering protection against credit risk (e.g. bankruptcy) of a specific partybankruptcy) of a specific party
Mutual Funds / SICAVMutual Funds / SICAV Shares in a portfolio of stocks and/or bonds and other securitiesShares in a portfolio of stocks and/or bonds and other securities
Hedge FundsHedge Funds Shares in a portfolio that actively buys and sells stocks, bonds, and other Shares in a portfolio that actively buys and sells stocks, bonds, and other investments investments
Private Equity FundsPrivate Equity Funds Shares in a portfolio that buys stakes in privately held companies Shares in a portfolio that buys stakes in privately held companies
DebtDebt
III. Recent Events/Trends in III. Recent Events/Trends in Capital MarketsCapital Markets
11
October 2007October 2007
“German stock market boom shows no signs of fizzling” Reuters, 25-May-2007
“We are now into year five of the bull market
with European equities around 150 per cent
higher than at their 2003 trough”
The Independent, 12-May-2007
“Although the US housing market is
slowing, this should accelerate interest rate
cuts stimulating other sectors”
Investment Week, 02-Apr-2007
“Some think the bubble will deflate gently
rather than burst, while others continue to
question whether the housing boom is, in
fact, a bubble at all”CFO Magazine, 1-May-2007“The market’s enthusiasm for the riskiest,
most cyclical areas of the market is
reflected in the outperformance of these
kinds of stocks when compared with
businesses with stable earnings and
reliable dividends, Dresdner said”
The Daily Telegraph, 06-Jul-2007
“LBO boom pushes European names to the top of trading list”Euroweek, 08-Jun-2007
“Still volatile but more resilient”
Thomson Reuters, 11-Aug-2007
“Despite credit worries league tables show a market in exceptionally good health”Thomson Reuters, 07-Jul-2007
12
November 2008November 2008
“The most severe global financial
catastrophe since the Great
Depression…”Australian Financial Review, 15-Aug-2008
“Probably the biggest financial crisis of all time…”
The Spectator, 01-Nov-2008
“Freefall Friday: Just when we think it can’t get any worse, it does” The Sun – 10-Oct-2008
“Soros: world faces worst finance crisis
since WW2”
Reuters News, 21-Jan-2008
“Fresh repricing on way. Senior bondholders have been exposed to massive losses for the first time during this credit crisis by the Lehman collapse, and the level of risk premium demanded for such instruments is expected to surge”
Thomson Reuters, 20-Sep-2008
“Numbers confirm new-issue slowdown”
Thomson Reuters, 04-Oct-2008
A. Equity Capital MarketsA. Equity Capital Markets
14
Current Equity Market Focus Has Shifted from Current Equity Market Focus Has Shifted from Financial Risk to Macroeconomic RiskFinancial Risk to Macroeconomic Risk
Performance in the Last 12 MonthsPerformance in the Last 12 Months
Source: Bloomberg as of 25-Nov-2008(a) TED-spread is the difference between the 3m Libor and 3m T-Bills.
40%
50%
60%
70%
80%
90%
100%
110%
120%
DJ Stoxx 600 FTSE 100 CAC 40 Nikkei 225 S&P 500
US growth deterioration Financials writedowns
Inflation concerns Oil price rally and subsequent easing Weakening consumer spending
Fed emergency 75bps cut
Banks writedowns and capital raisings Bear Stearns collapse Increased fears of financial meltdown Co-ordinated liquidity measures Intense pick-up in volatility
Easing inflation expectations Mounting concerns over Euroland and UK growth
Coordinated rate cuts UK and EU banks bailout Treasury ss$250bn recap plan VW / P orsche situation
(44.1)%
(40.5)%
(44.4)%
(41.9)%
(33.4)%
Aug-2008
Oct-2008
J un/J ul-2008
Dec/J an-2007
J an/Feb-2008
Mar-2008
Nov-2007 J an-2008 Mar-2008 May-2008 J ul-2008 Sep-2008 Nov-2008
Sep-2008 US GSEs taken into conservatorship Lehman / Merrill Lynch AIG's $85bn bailout by Fed Massive surge in volatility Breakdown in confidence JP Morgan acquires WaMu Fortis, Glitnir, Dexia B&B and Hypo Real Estate bailed out by governments Wells Fargo acquires Wachovia Revised TARP passed
15
No Place to Hide: Where Have the “Defensive No Place to Hide: Where Have the “Defensive Sectors” Gone?Sectors” Gone?
Source: Bloomberg. Analysis based on DJ Stoxx 600 Sector Indices; data as of 26-Nov-2008Source: Bloomberg. Analysis based on DJ Stoxx 600 Sector Indices; data as of 26-Nov-2008
European Sector PerformanceEuropean Sector Performance Key ThemesKey Themes
““Cash is king” as it cushions cyclicality Cash is king” as it cushions cyclicality and allows opportunistic investmentsand allows opportunistic investments
Scepticism over analysts models: buy-Scepticism over analysts models: buy-side more realistic than sell-side?side more realistic than sell-side?
Strength of end-markets more important Strength of end-markets more important than bottom-up analysisthan bottom-up analysis
Floors on value becoming lessFloors on value becoming lessclear – doubts over earnings, dividend clear – doubts over earnings, dividend policy and book valuepolicy and book value
Leveraged companies underLeveraged companies underpressure – refinancing riskpressure – refinancing risk
Large-cap companies less-exposed – (a) Large-cap companies less-exposed – (a) more liquid; (b) more defensive; (c) less more liquid; (b) more defensive; (c) less Europe-centricEurope-centric
International exposure debate – which International exposure debate – which geographies are best?geographies are best?
Commodities and Energy Markets Commodities and Energy Markets swinging negative? Oil driving wider swinging negative? Oil driving wider market?market?
11
22
33
44
55
66
77
88
Since H2 2008Since H2 2008H1 2008H1 2008Since July 2007Since July 2007
HealthcareHealthcare
Food & BevFood & Bev
TelecomTelecom
UtilitiesUtilities
Pers& HsHold GdsPers& HsHold Gds
Oil&GasOil&Gas
Auto&PartsAuto&Parts
RetailRetail
TechTech
Ind GdsInd Gds
Real EstarteReal Estarte
Trv&LsrTrv&Lsr
InsuranceInsurance
Cns&MatCns&Mat
Bas ResBas Res
BanksBanks
ChemicalsChemicals
MediaMedia
Fin SvcsFin Svcs
(27.4)%
(29.1)%
(29.6)%
(33.9)%
(41.2)%
(38.0)%
(47.0)%
(49.1)%
(53.4)%
(53.8)%
(64.5)%
(56.8)%
(58.0)%
(58.5)%
(68.5)%
(39.2)%
(48.0)%
(58.8)%
(61.4)%
(12.6)%
(20.2)%
(24.9)%
(16.7)%
(23.8)%
(6.5)%
(30.2)%
(30.1)%
(28.1)%
(20.0)%
(19.1)%
(26.6)%
(25.8)%
(26.3)%
(34.0)%
(5.8)%
(30.1)%
(25.6)%
4.7%
(8.3)%
(13.2)%
(12.9)%
(26.0)%
(19.8)%
(30.6)%
(16.2)%
(18.9)%
(26.8)%
(36.0)%
(40.8)%
(26.4)%
(34.3)%
(31.4)%
(42.1)%
(37.6)%
(14.7)%
(36.6)%
(61.9)%
16
Valuations Have Come Down DramaticallyValuations Have Come Down DramaticallyLast 12 MonthsLast 12 Months
Source: Goldman Sachs Research Nov-2008Source: Goldman Sachs Research Nov-2008
7.9
13.6
DJ Stoxx 600
(42)%
5.3
3.4
DJ Stoxx 600
1 Year Forward PE1 Year Forward PE
Dividend YieldsDividend Yields
17.4
12.3
16.914.9 14.1
12.9
15.8
10.2
19.617.3
10.48.9
7.29.7
7.6
11.5
8.26.9
12.511.3
Utilities Telecomservices
Materials Info Tech Industrials HealthCare
Financials Energy ConsumerStaples
ConsumerDisc
(40)%
3.1%
4.4%
2.2% 1.9%2.6% 2.9%
3.5% 3.8%
2.2% 2.2%
4.8%
6.5%6.1%
3.9%
5.0%
3.2%
5.2% 5.3%
3.3%3.7%
Utilities Telecomservices
Materials Info Tech Industrials HealthCare
Financials Energy ConsumerStaples
ConsumerDisc
Nov-2007 Nov-2008
17
Earnings Growth RevisionsEarnings Growth Revisions
Expected Earnings Growth and Earnings Revisions by Sector (%)Expected Earnings Growth and Earnings Revisions by Sector (%)
EPS GrowthEPS Growth EPS Revisions (One-month)EPS Revisions (One-month) EPS Revisions (YTD)EPS Revisions (YTD)
Sector Sector 2008E2008E 2009E2009E 2008E2008E 2009E2009E 2008E2008E 2009E2009E
Financial Services Financial Services (59.5)(59.5) 89.989.9 (16.4)(16.4) (6.3)(6.3) (37.7)(37.7) (23.3)(23.3)
Insurance Insurance (40.2)(40.2) 28.128.1 (20.4)(20.4) (13.3)(13.3) (35.2)(35.2) (25.3)(25.3)
Banks Banks (39.7)(39.7) 22.522.5 (16.3)(16.3) (17.9)(17.9) (48.8)(48.8) (43.5)(43.5)
Real Estate Real Estate 8.08.0 10.410.4 0.90.9 3.23.2 (8.0)(8.0) (15.4)(15.4)
Utilities Utilities (1.3)(1.3) 10.210.2 (0.2)(0.2) (2.8)(2.8) (4.1)(4.1) (3.5)(3.5)
Food & Beverage Food & Beverage 2.72.7 9.89.8 (0.4)(0.4) (2.0)(2.0) (7.0)(7.0) (8.3)(8.3)
Health Care Health Care 15.915.9 8.18.1 1.31.3 1.01.0 0.70.7 (2.6)(2.6)
Telecommunications Telecommunications 4.14.1 6.76.7 (0.9)(0.9) (1.7)(1.7) (1.2)(1.2) (3.8)(3.8)
Media Media 3.03.0 5.55.5 (1.1)(1.1) (3.5)(3.5) (7.3)(7.3) (11.6)(11.6)
Stoxx 600 Stoxx 600 (9.4)(9.4) 5.05.0 (6.9)(6.9) (11.7)(11.7) (18.3)(18.3) (21.8)(21.8)
Stoxx 600 ex Financials Stoxx 600 ex Financials 9.09.0 5.05.0 (2.7)(2.7) (9.9)(9.9) (1.7)(1.7) (11.8)(11.8)
Personal & Household Goods Personal & Household Goods 1.01.0 4.94.9 (4.4)(4.4) (7.9)(7.9) (10.8)(10.8) (15.2)(15.2)
Retail Retail (0.6)(0.6) 3.93.9 (1.5)(1.5) (4.3)(4.3) (12.1)(12.1) (18.5)(18.5)
Industrial Goods & Services Industrial Goods & Services 8.88.8 3.33.3 (2.3)(2.3) (11.1)(11.1) (4.0)(4.0) (19.8)(19.8)
Technology Technology 2.32.3 0.30.3 (5.1)(5.1) (14.1)(14.1) (27.9)(27.9) (31.9)(31.9)
Travel & Leisure Travel & Leisure (15.3)(15.3) (5.1)(5.1) (3.4)(3.4) (6.0)(6.0) (26.2)(26.2) (31.3)(31.3)
Chemicals Chemicals 19.319.3 (6.1)(6.1) (3.4)(3.4) (13.7)(13.7) 7.77.7 (6.0)(6.0)
Construction & Materials Construction & Materials (11.5)(11.5) (7.2)(7.2) (2.8)(2.8) (10.0)(10.0) (11.7)(11.7) (25.3)(25.3)
Basic Resources Basic Resources 25.725.7 (13.5)(13.5) (6.9)(6.9) (26.3)(26.3) 9.09.0 (6.9)(6.9)
Oil & Gas Oil & Gas 27.627.6 (14.4)(14.4) (1.8)(1.8) (11.8)(11.8) 18.718.7 1.31.3
Automobiles & Parts Automobiles & Parts (26.0)(26.0) (20.7)(20.7) (17.4)(17.4) (34.0)(34.0) (31.6)(31.6) (55.0)(55.0)
Source: IBES consensusSource: IBES consensus(a)(a) Upgrades less downgrades, as percentage of total estimates (last 4 weeks).Upgrades less downgrades, as percentage of total estimates (last 4 weeks).
18
Macro Outlook: Driving Equity Capital MarketsMacro Outlook: Driving Equity Capital Markets
Significant Growth Slowdown Expected in 2009Significant Growth Slowdown Expected in 2009
1.4%
0.8% 1.0% 1.2%
9.0%
6.4%
3.2%
0.8%
4.8%
7.5%
(1.6)%
(0.5)%(0.3)%
1.5%
(0.3)% (0.3)%
World France Germany UK Euro US China EM
2008E
2009E
GDP Annual Growth (in %)
%: Market Consensus%: GS Research
0.9%
0.5%
9.9%
1.4%1.0%0.8%
1.6%
8.8%
(0.1)%
(0.4)%(1.1)%
(0.3)%
Source: GS ResearchSource: GS Research
19
Analysis of Buy-Side CommunityAnalysis of Buy-Side Community
Hedge Fund AssetsHedge Fund Assets Mutual FundsMutual Funds
Source: Hedge Fund Research Global Hedge Fund Industry Report – Third Quarter 2008Source: Hedge Fund Research Global Hedge Fund Industry Report – Third Quarter 2008AMGAMG
2.82.82.82.93.33.43.43.43.53.5
0.91.11.21.3
1.41.41.31.31.31.4 3.94.0
4.2
4.74.84.84.9
3.7
4.64.8
0
1
2
3
4
5
6
Oct-08
Sep-08
Aug-08
Jul-08
Jun-08
May-08
Apr-08
Mar-08
Feb-08
Jan-08
Eq
uit
y A
sset
s ($
tn)
US Funds Non-US Funds
$491$539
$626
$820
$973
$1,105
$1,465
$1,868
$1,722
$(100)
$300
$700
$1,100
$1,500
$1,900
2000 2001 2002 2003 2004 2005 2006 2007 Q32008
($ in
bill
ion
s)
Net Asset Flow Assets
20
New Issuance Activity Continues, But More New Issuance Activity Continues, But More SelectivelySelectively
EMEA Volumes 2008 YTD ($bn)EMEA Volumes 2008 YTD ($bn)
15.3
65.2
3.4
14.711.7
23.1
70.4
3.3
16.1
2.5 2.43.19.5
13.53.0 16.1
26.4
5.6 0.1
7.82.2
0.2
0.0
5.2
3.0
1.2
0.40.3
5.9
29.4
2006 2007 2008YTD Jan Feb Mar Apr May Jun Jul Aug Sep Oct
FO IPO
175.1
112.7
287.8
351.5
225.2
222.9 193.4
128.6
31.8
2008 YTD
Source: Dealogic, IFR and Bloomberg as of 26-NovSource: Dealogic, IFR and Bloomberg as of 26-Nov
B. Credit MarketsB. Credit Markets
22
Reduction in Market LiquidityReduction in Market Liquidity
Source: Goldman Sachs
Sub-prime
SIVs/Conduits
Monolines
CreditFunds
CLOs/CDOs
Credit
Banks
Banks
Banks
Mark to market losses CP funding evaporates Forced portfolio liquidations
CDS spreads widen dramatically Cash bonds underperform CDS Liquidation puts further pressure
on spreads IG Decompresses HY
Rating Agency downgrades
Emergency equity funding
Reduced risk appetite Limited underwriting Reduced balance sheet for flow Funding costs rise Counterparty risk increases
Senior financing hard to source Steep asset value falls Restructuring and liquidation
Knock-on from HF withdrawals
Money market fund liquidations
SIV/ConduitsSIV/Conduits
CreditCredit
Credit FundsCredit Funds
CLOs/CDOsCLOs/CDOs
BanksBanksMonolinesMonolines
Mark to market losses Capital write-downs Principal liquidations
BanksBanks
23
Global Policy Response in Q3 2008 Global Policy Response in Q3 2008 Stabilising Credit Spreads?Stabilising Credit Spreads?
0
100
200
300
400
500
600
700
800
Jan-2007 May-2007 Sep-2007 Feb-2008 Jun-2008 Nov-2008
iBoxx € Non-Financials A
iBoxx € Non-Financials BBB
iBoxx € Financials A
Credit Crunch Credit Crunch StartsStarts
UK Government UK Government Rescue PackageRescue Package
TARP AnnouncedTARP Announced
Lehman Lehman Bankruptcy / AIG Bankruptcy / AIG
BailoutBailout
BNP Freezes BNP Freezes MM MM
RedemptionsRedemptions
Monoline Monoline DowngradesDowngrades
Bear Stearns Bear Stearns BailoutBailout
24
Significant Bond MaturitiesSignificant Bond Maturitiesin 2009in 2009
Corporate redemptions 31% higher in 2009 vs. 2008Corporate redemptions 31% higher in 2009 vs. 2008 Significant competition from FIG and SSA issuers Significant competition from FIG and SSA issuers
Includes Redemptions from global issuers and transactions into the major currency markets (USD/GBP/EUR)Includes Redemptions from global issuers and transactions into the major currency markets (USD/GBP/EUR)Source: Bloomberg, Dealogic. Includes only European issues in USD/GBP/EUR with initial maturity higher than 18m Source: Bloomberg, Dealogic. Includes only European issues in USD/GBP/EUR with initial maturity higher than 18m and size higher than $100mand size higher than $100mNote: GBP redemptions converted into USD equivalent using an exchange rate of 2.0016 for 2007 and 1.9689 for 2008 Note: GBP redemptions converted into USD equivalent using an exchange rate of 2.0016 for 2007 and 1.9689 for 2008 and 2009. EUR redemptions converted into USD equivalent using an exchange rate of 1.3705 and 1.5336 for 2008 and and 2009. EUR redemptions converted into USD equivalent using an exchange rate of 1.3705 and 1.5336 for 2008 and 20092009
219180 186 189
251 217 238 209270
221 258186
113107 110 94
152150 122 158
208
107
196
142
8592 67 64
8986
5397
104
120
82
68
7152 65 58
7173
61
72
101
83
68
79
503
442 434410
572530
488
542
688
537
478
608
(800)
(700)
(600)
(500)
(400)
(300)
(200)
(100)
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Red
emp
tio
ns
Vo
lum
e (
US
D b
n E
qu
ival
ent)
SSA FIG Corporates Covered Bonds
Q1 2009 is one of the busiestQ1 2009 is one of the busiestredemption quarters everredemption quarters ever
2007 2007 2008 2008 2009 2009
25
New Issue Premiums Finding a New and Wider New Issue Premiums Finding a New and Wider EquilibriumEquilibrium
RWE (€1bn Jan-2019)(€1bn Nov-2013)
Philip Morris ($1.25bn
Mar-2014)
Altria ($1.4bn Nov-2008)
IBM (€750m Jan-2014)
GDF Suez (€900m Jan-2019)
Diageo ($1.5bn Jan-2013)
DSM (tap) (€200m Nov-15)
Saint Gobain (€750m Sep-2013)
Daimler (€750m Sep-2015)
Philip Morris (€750m Sep-2015)
Cargill (€500m Jul-2015)
Glencore (€750m Apr-2015)
Wolters Kluwer (€750m Apr-2018)
Diageo (€850m
Jul-2013)
KPN (€850m
Jan-2016)
0
25
50
75
100
125
150
175
200
225
250
275
300
325
350
375
400
425
22-Feb-08 12-Apr-08 1-Jun-08 21-Jul-08 9-Sep-08 29-Oct-08 18-Dec-08
Sp
rea
d t
o C
DS
(B
as
is P
oin
ts)