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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-01-002499.txt : 20010323
<SEC-HEADER>0000950123-01-002499.hdr.sgml : 20010323
ACCESSION NUMBER: 0000950123-01-002499
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 31
CONFORMED PERIOD OF REPORT: 20001231
FILED AS OF DATE: 20010322
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: J P MORGAN CHASE & CO
CENTRAL INDEX KEY: 0000019617
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 132624428
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT:
SEC FILE NUMBER: 001-05805
FILM NUMBER: 1575219
BUSINESS ADDRESS:
STREET 1: 270 PARK AVE
STREET 2: 39TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2122706000
MAIL ADDRESS:
STREET 1: 270 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/
DATE OF NAME CHANGE: 19960402
FORMER COMPANY:
FORMER CONFORMED NAME: CHEMICAL BANKING CORP
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP
DATE OF NAME CHANGE: 19880508
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>y46253e10-k405.txt
<DESCRIPTION>JP MORGAN CHASE AND CO
<TEXT>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE
DECEMBER 31, 2000 NUMBER 1-5805
J.P. MORGAN CHASE & CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2624428
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
270 PARK AVENUE, NEW YORK, N.Y. 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 270-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
COMMON STOCK
DEPOSITARY SHARES REPRESENTING A ONE-TENTH INTEREST IN
6 5/8% CUMULATIVE PREFERRED STOCK (STATED VALUE -- $500)
10.84% CUMULATIVE PREFERRED STOCK (STATED VALUE -- $25)
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES A (STATED VALUE -- $100)
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES L (STATED VALUE -- $100)
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES N (STATED VALUE -- $25)
7.50% SUBORDINATED NOTES DUE 2003
FLOATING RATE SUBORDINATED NOTES DUE 2003
FLOATING RATE SUBORDINATED NOTES DUE AUGUST 1, 2003
6.50% SUBORDINATED NOTES DUE 2005
6.25% SUBORDINATED NOTES DUE 2006
6 1/8% SUBORDINATED NOTES DUE 2008
6.75% SUBORDINATED NOTES DUE 2008
6.50% SUBORDINATED NOTES DUE 2009
GUARANTEE OF 7.34% CAPITAL SECURITIES, SERIES D, OF CHASE CAPITAL IV
GUARANTEE OF 7.03% CAPITAL SECURITIES, SERIES E, OF CHASE CAPITAL V
GUARANTEE OF 7.00% CAPITAL SECURITIES, SERIES G, OF CHASE CAPITAL VII
GUARANTEE OF 8.25% CAPITAL SECURITIES, SERIES H, OF CHASE CAPITAL VIII
GUARANTEE OF 7.50% CAPITAL SECURITIES, SERIES I, OF J.P. MORGAN CHASE CAPITAL IX
COMMODITY-INDEXED PREFERRED SECURITIES (ComPS(SM)), SERIES B, ISSUED BY
J.P. MORGAN INDEX FUNDING COMPANY I, GUARANTEED BY J.P. MORGAN CHASE & CO.
COMMODITY-INDEXED PREFERRED SECURITIES ARE LISTED ON THE AMERICAN STOCK
EXCHANGE; ALL OTHER SECURITIES NAMED ABOVE ARE LISTED ON THE NEW YORK STOCK
EXCHANGE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON FEBRUARY 28, 2001: 1,973,843,944
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]
THE AGGREGATE MARKET VALUE OF J.P. MORGAN CHASE & CO. COMMON STOCK HELD
BY NON-AFFILIATES OF J.P. MORGAN CHASE & CO. ON FEBRUARY 28, 2001 WAS
$91,963,000,000.
<TABLE>
<CAPTION>
DOCUMENT INCORPORATED BY REFERENCE PART OF FORM 10-K INTO
IN THIS FORM 10-K WHICH INCORPORATED
----------------------------- ----------------------
<S> <C>
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 15, 2001 PART III
(OTHER THAN INFORMATION INCLUDED IN THE PROXY STATEMENT PURSUANT TO
RULE 402 (i), (k) AND (l) OF REGULATION S-K)
</TABLE>
<PAGE> 2
FORM 10-K INDEX
<TABLE>
<CAPTION>
PART I PAGE
<S> <C>
Item 1 Business ......................................................................... 1
Overview ......................................................................... 1
Lines of Business ................................................................ 1
Competition ...................................................................... 1
Supervision and Regulation ....................................................... 1
Important Factors That May Affect Future Results ................................. 6
Foreign Operations ............................................................... 8
Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differentials ...................................... 99-103
Return on Equity and Assets ...................................................... 97, 100
Securities Portfolio ............................................................. 104
Loan Portfolio ................................................................... 47-52, 74,105-107
Summary of Loan Loss Experience .................................................. 53, 74, 108
Deposits ......................................................................... 110
Short-Term and Other Borrowed Funds .............................................. 110
Item 2 Properties ....................................................................... 8
Item 3 Legal Proceedings ................................................................ 9
Item 4 Submission of Matters to a Vote of Security Holders .............................. 10
Executive Officers of the Registrant ............................................. 11
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters .......................................................... 12
Item 6 Selected Financial Data .......................................................... 12
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................................... 12
Item 7A Quantitative and Qualitative Disclosures about Market Risk ....................... 12
Item 8 Financial Statements and Supplementary Data ...................................... 12
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ..................................................... 12
PART III
Item 10 Directors and Executive Officers of JPMorgan Chase ............................... 12
Item 11 Executive Compensation ........................................................... 12
Item 12 Security Ownership of Certain Beneficial Owners and Management ................... 12
Item 13 Certain Relationships and Related Transactions ................................... 12
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K .................. 13
</TABLE>
<PAGE> 3
Part I
ITEM 1: BUSINESS
OVERVIEW
J.P. Morgan Chase & Co. ("JPMorgan Chase" or "the Firm") is a financial holding
company incorporated under Delaware law in 1968. As of December 31, 2000,
JPMorgan Chase was the second largest banking institution in the United States,
with $715 billion in assets and $42 billion in stockholders' equity.
On December 31, 2000, J.P. Morgan & Co. Incorporated ("J.P. Morgan")
merged with and into The Chase Manhattan Corporation ("Chase"). Upon completion
of the merger, Chase changed its name to "J.P. Morgan Chase & Co." The merger
was accounted for as a pooling of interests. As a result, the financial
information provided herein presents the combined results of Chase and J.P.
Morgan as if the merger had been in effect for all periods presented. In
addition, certain prior-period amounts for the predecessor institutions'
financial statements have been reclassified to conform to the current
presentation.
JPMorgan Chase is a global financial services firm with operations in
over 60 countries. Its principal bank subsidiaries are The Chase Manhattan Bank
("Chase Bank") and Morgan Guaranty Trust Company of New York ("Morgan Bank"),
each of which is a New York banking corporation headquartered in New York City;
and Chase Manhattan Bank USA, National Association, headquartered in Delaware
("Chase USA"). The Firm's principal nonbank subsidiaries are its investment bank
subsidiaries, Chase Securities Inc. ("CSI") and J.P. Morgan Securities Inc.
("JPMSI"). It is expected that Morgan Bank will merge with and into Chase Bank
and JPMSI will merge with and into CSI in mid-2001.
The bank and nonbank subsidiaries of JPMorgan Chase operate nationally
as well as through overseas branches and subsidiaries, representative offices
and affiliated banks.
LINES OF BUSINESS
JPMorgan Chase's activities are internally organized, for management reporting
purposes, into five major business franchises (Investment Bank, Investment
Management & Private Banking, Treasury & Securities Services, JPMorgan Partners
and Retail & Middle Market Financial Services). A description of the Firm's
business franchises and the products and services they provide to their
respective client bases are discussed in the "Lines of Business Results" section
of Management's Discussion and Analysis ("MD&A") beginning on page 26 and Note
29 on page 92.
COMPETITION
JPMorgan Chase and its subsidiaries and affiliates operate in a highly
competitive environment. Competitors include other banks, brokerage firms,
investment banking companies, merchant banks, insurance companies, mutual fund
companies, credit card companies, mortgage banking companies, leasing companies,
e-commerce and other Internet-based companies, and a variety of other financial
services and advisory companies. JPMorgan Chase's businesses compete with these
other firms with respect to the range of products and services offered and the
types of clients, customers, industries and geographies served. In addition, the
Firm competes with these firms in attracting and retaining its professional and
other personnel, particularly as it has continued to build its Investment Bank
and Investment Management & Private Banking platforms.
The financial services industry has experienced consolidation and
convergence in recent years, as financial institutions involved in a broad range
of financial services industries have merged, of which the merger of Chase and
J.P. Morgan is an example. This convergence trend is expected to continue and
could result in competitors of JPMorgan Chase gaining greater capital and other
resources, such as a broader range of products and services and geographic
diversity. It is possible that competition will become even more intense as a
result of the recent enactment of the financial modernization legislation
discussed in more detail below.
SUPERVISION AND REGULATION
PERMISSIBLE BUSINESS ACTIVITIES; FINANCIAL MODERNIZATION LEGISLATION; CONVERSION
TO FINANCIAL HOLDING COMPANY:
The Firm is subject to regulation under state and federal law, including the
Bank Holding Company Act of 1956, as amended (the "BHCA"). In November 1999, the
Gramm-Leach-Bliley Act ("GLBA") was enacted which eliminated certain legal
barriers separating the conduct of various types of financial services
businesses, such as commercial banking, investment banking and insurance. In
addition, GLBA substantially revamped the regulatory scheme within which
financial institutions such as JPMorgan Chase operate.
Under GLBA, bank holding companies meeting certain eligibility criteria
may elect to become "financial holding companies," which may engage in any
activities that are "financial in nature," as well as in additional activities
that the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board") determines are incidental or complementary to financial activities.
Under GLBA, "financial activities" specifically include insurance, securities
underwriting and dealing, merchant banking, investment advisory and lending
activities. JPMorgan Chase elected to become a financial holding company as of
March 13, 2000. Upon the Firm's election to become a financial holding company:
> Various restrictions imposed by the Glass-Steagall Act were eliminated,
including restrictions on: (1) affiliations between JPMorgan Chase's
bank subsidiaries and certain securities firms,
1
<PAGE> 4
Part I
(2) JPMorgan Chase's ability to control and distribute mutual funds and
(3) the portion of JPMorgan Chase's revenues that could be derived from
securities underwriting and dealing activities;
> BHCA restrictions on the Firm's ability to acquire substantial equity
ownership or control of nonfinancial companies were eliminated in the
merchant banking context, thereby permitting certain nonbank
subsidiaries of JPMorgan Chase to make merchant banking investments up
to 100% of the voting shares of a nonfinancial company, subject to
conditions imposed by GLBA and regulations promulgated by the Federal
Reserve Board and the Department of the Treasury, including a
prohibition on routinely managing or operating such a nonfinancial
company and a quantitative limit on the aggregate investments that may
be made pursuant to the new authority granted by the GLBA; and
> Limitations on JPMorgan Chase's insurance activities were eliminated.
Under regulations implemented by the Federal Reserve Board, if any
depository institution controlled by a financial holding company ceases to be
"well-capitalized" or "well-managed" (as defined below), the Federal Reserve
Board may impose corrective capital or managerial requirements on the financial
holding company and place limitations on its ability to conduct the broader
financial activities permissible for financial holding companies.
In addition, the Federal Reserve Board may require divestiture of the
holding company's depository institutions if the deficiencies persist. The
regulations also provide that if any depository institution controlled by a
financial holding company fails to maintain a satisfactory rating under the
Community Reinvestment Act ("CRA"), the Federal Reserve Board must prohibit the
financial holding company and its subsidiaries from engaging in any additional
activities other than those permissible for bank holding companies that are not
financial holding companies. The depository institution subsidiaries of JPMorgan
Chase currently meet the capital, management and CRA requirements necessary to
permit the Firm to conduct the broader activities permitted under GLBA. However,
there can be no assurance that this will continue to be the case in the future.
REGULATION BY FEDERAL RESERVE BOARD AND UNDER GLBA: Under GLBA's system
of "functional regulation," the Federal Reserve Board acts as an "umbrella
regulator," and certain of JPMorgan Chase's subsidiaries are regulated directly
by additional regulatory authorities based on the particular activities of those
subsidiaries (e.g., securities and investment advisory activities are regulated
by the Securities and Exchange Commission (the "SEC"), and insurance activities
are regulated by state insurance commissioners). The Firm must continue to file
reports and other information with, and submit to examination by, the Federal
Reserve Board as umbrella regulator. However, under GLBA, with respect to
matters affecting functionally regulated subsidiaries, the Federal Reserve Board
is required to defer to the applicable functional regulators unless the Federal
Reserve Board concludes that the activities at issue pose a risk to a depository
institution or breach a specific law the Federal Reserve Board has authority to
enforce.
While GLBA provides generally for the system of functional regulation
described above, detailed regulations implementing that system have not yet been
adopted by the various regulators. Accordingly, JPMorgan Chase is unable to
determine at this time the extent to which this system will affect the
particular regulatory obligations of the Firm and its subsidiaries or their
relationships with their respective regulators.
IMPACT OF GLBA ON ACTIVITIES OF SUBSIDIARIES OF BANKS: Under GLBA,
subject to certain conditions imposed by their respective banking regulators,
national and state-chartered banks are permitted to form "financial
subsidiaries" that may conduct financial or incidental activities, thereby
permitting bank subsidiaries to engage in certain activities that previously
were impermissible. In order to insulate the parent bank from the risk of these
new financial activities, GLBA imposes several safeguards and restrictions on
financial subsidiaries, including that the bank's equity investment in the
financial subsidiary be deducted from the bank's assets and tangible equity for
purposes of calculating the bank's capital adequacy. In addition, GLBA imposes
new restrictions on transactions between the bank and its financial subsidiaries
similar to restrictions currently applicable to transactions between banks and
nonbank affiliates. See "FDICIA" and "Other Supervision and Regulation" below.
EFFECT OF GLBA ON BANK BROKER-DEALER AND INVESTMENT ADVISORY
ACTIVITIES: To promote the system of functional regulation described above, GLBA
provides for the amendment of certain federal securities laws to eliminate
various exemptions previously available to banks. For example, as of May 12,
2001, banks no longer will be generally exempt from the broker-dealer provisions
of the Securities Exchange Act of 1934. As a result, as of that date, JPMorgan
Chase's bank subsidiaries must either register with the SEC as broker-dealers or
cease conducting many activities deemed broker-dealer activities. GLBA does
retain a more limited exemption from broker-dealer registration for certain
"banking" products and activities, including, among others, municipal and
exempted securities transactions; safe keeping and custody arrangements; and
trust, securitization and derivatives products and activities. Effective May
2001, the Investment Advisers Act of 1940 also will be amended to eliminate
certain provisions exempting banks from the registration requirements of that
statute, and the Investment Company Act of 1940 will be amended to provide the
SEC with regulatory authority over various bank mutual fund activities.
DIVIDEND RESTRICTIONS: Federal law imposes limitations on the payment of
dividends by the subsidiaries of JPMorgan Chase that are state member banks of
the Federal Reserve System (a "state member bank") or national banks. Nonbank
subsidiaries of JPMorgan Chase are not subject to those limitations. The amount
2
<PAGE> 5
of dividends that may be paid by a state member bank, such as Chase Bank or
Morgan Bank, or by a national bank, such as Chase USA, is limited to the lesser
of the amounts calculated under a "recent earnings" test and an "undivided
profits" test. Under THE RECENT EARNINGS TEST, a dividend may not be paid if the
total of all dividends declared by a bank in any calendar year is in excess of
the current-year's net income combined with the retained net income of the two
preceding years, unless the bank obtains the approval of its appropriate federal
banking regulator (which, in the case of a state member bank, is the Federal
Reserve Board and, in the case of a national bank, is the Office of the
Comptroller of the Currency (the "Comptroller of the Currency")). Under THE
UNDIVIDED PROFITS TEST, a dividend may not be paid in excess of a bank's
"undivided profits." Similar restrictions on the payment of dividends by either
Chase Bank or Morgan Bank are imposed by New York law. See Note 22 on page 84
for the amount of dividends that the Firm's principal bank subsidiaries could
pay, at December 31, 2000, to their respective bank holding companies without
the approval of their relevant banking regulators.
In addition to the dividend restrictions described above, the Federal
Reserve Board, the Comptroller of the Currency and the Federal Deposit Insurance
Corporation ("FDIC") have authority to prohibit or to limit the payment of
dividends by the banking organizations they supervise, including JPMorgan Chase
and its bank and bank holding company subsidiaries, if, in the banking
regulator's opinion, payment of a dividend would constitute an unsafe or unsound
practice in light of the financial condition of the banking organization.
CAPITAL REQUIREMENTS: The federal banking regulators have adopted risk-based
capital and leverage guidelines that require that the Firm's capital-to-assets
ratios meet certain minimum standards.
The risk-based capital ratio is determined by allocating assets and
specified off-balance sheet financial instruments into four weighted categories,
with higher levels of capital being required for the categories perceived as
representing greater risk. Under the guidelines, capital is divided into two
tiers: Tier 1 Capital and Tier 2 Capital. For a further discussion of Tier 1
Capital and Tier 2 Capital, see Note 23 on page 85. The amount of Tier 2 Capital
may not exceed the amount of Tier 1 Capital. Total Capital is the sum of Tier 1
Capital and Tier 2 Capital.
Banking organizations are required to maintain a Total Capital ratio
(Total Capital to risk-weighted assets) of 8% and a Tier 1 Capital ratio of 4%.
The risk-based capital requirements explicitly identify concentrations
of credit risk and certain risks arising from non-traditional activities, and
the management of those risks, as important factors to consider in assessing an
institution's overall capital adequacy. Other factors taken into consideration
by federal regulators include: interest rate exposure; liquidity, funding and
market risk; the quality and level of earnings; the quality of loans and
investments; the effectiveness of loan and investment policies; and management's
overall ability to monitor and control financial and operational risks,
including the risks presented by concentrations of credit and non-traditional
activities. In addition, the risk-based capital rules incorporate a measure for
market risk in foreign exchange and commodity activities and in the trading of
debt and equity instruments. The market risk-based capital rules require banking
organizations with large trading activities (such as JPMorgan Chase) to maintain
capital for market risk in an amount calculated by using the banking
organizations' own internal Value-at-Risk models (subject to parameters set by
the regulators).
In March 2000, the federal banking agencies published for comment
regulations to amend the risk-based capital requirements with respect to
recourse arrangements and direct credit substitutes. In general, the proposal
would amend the risk-based capital standards in order to treat recourse
obligations and direct credit substitutes (such as letters of credit and spread
accounts) more consistently for risk-based capital purposes. The proposed
amendments also set forth a multi-level approach to assessing capital
requirements to positions in certain asset securitizations based on the rating
assigned to such position by a nationally recognized statistical rating agency
or, in certain circumstances, by the bank's internal risk rating system. The
regulators also proposed an additional measure to address the risk associated
with early amortization features in certain asset securitizations.
In September 2000, the federal banking regulators proposed amendments
to their capital guidelines relating to "residual interests," which the proposal
defines as on-balance sheet assets that represent interests retained by a seller
after a securitization or other transfer of financial assets. The proposed rule
would require that risk-based capital be held in an amount equal to the amount
of the residual interest even if the capital charge exceeds the full risk-based
capital charge that would have been held against the transferred assets. The
proposal also would limit such residual interests, when aggregated with
nonmortgage servicing assets and purchased credit card relationships, to 25% of
Tier 1 Capital, with any excess amount to be deducted from Tier 1 Capital.
In January 2001, the federal banking agencies proposed regulations that
would impose somewhat higher capital requirements on equity investments in
nonfinancial companies than are imposed on other classes of assets.
The federal banking regulators also have established minimum leverage
ratio guidelines. The leverage ratio is defined as Tier 1 Capital divided by
average total assets (net of allowance for loan losses, goodwill and certain
intangible assets). The minimum leverage ratio is 3% for strong bank holding
companies (i.e., those rated composite 1 under the Bank subsidiaries, Other
subsidiaries, Parent company, Earnings and Capital adequacy, or "BOPEC," rating
system) and for bank holding companies that have implemented the Federal Reserve
Board's risk-based capital measure for market risk. Other bank holding companies
must have a minimum leverage ratio of 4%. Bank holding companies may be expected
to maintain ratios well above the minimum levels depending upon their particular
condition, risk profile and growth plans.
3
<PAGE> 6
Part I
TIER 1 COMPONENTS: CAPITAL SURPLUS AND COMMON STOCK remain the most
important forms of capital at JPMorgan Chase. Because common equity has no
maturity date and because dividends on common stock are paid only when and if
declared by the Board of Directors, common equity is available to absorb losses
over long periods of time. NONCUMULATIVE PERPETUAL PREFERRED STOCK is similar to
common stock in its ability to absorb losses. If the Board of Directors does not
declare a dividend on noncumulative perpetual preferred stock in any dividend
period, the holders of the instrument are never entitled to receive that
dividend payment. JPMorgan Chase's outstanding noncumulative preferred stock is
a type commonly referenced as a "FRAP": a fixed-rate/adjustable preferred stock.
However, because the interest rate on FRAPs may increase (up to a pre-determined
ceiling), the Federal Reserve Board treats the Firm's noncumulative FRAPs in a
manner similar to cumulative perpetual preferred and trust preferred securities.
The Federal Reserve Board permits cumulative perpetual preferred stock and trust
preferred securities to be included in Tier 1 Capital but only up to certain
limits, as these financial instruments do not provide as strong protection
against losses as common equity and noncumulative, non-FRAP securities.
CUMULATIVE PERPETUAL PREFERRED STOCK does not have a maturity date, similar to
other forms of Tier 1 Capital. However, any dividends not declared on cumulative
preferred stock accumulate and thus continue to be due to the holder of the
instrument until all arrearages are satisfied. TRUST PREFERRED SECURITIES are a
type of security generally issued by a special purpose trust established and
owned by JPMorgan Chase. Proceeds from the issuance to the public of the trust
preferred security are lent to the Firm for at least 30 (but not more than 50)
years. The intercompany note that evidences this loan provides that the interest
payments by JPMorgan Chase on the note may be deferred for up to five years.
During the period of any such deferral, no payments of dividends may be made on
any outstanding JPMorgan Chase preferred or common stock nor on the outstanding
trust preferred securities issued to the public.
TIER 2 COMPONENTS: Long-term SUBORDINATED DEBT (generally having an
initial maturity of 10-12 years) is the primary form of JPMorgan Chase's Tier 2
Capital. Subordinated debt is deemed a form of regulatory capital because
payments on the debt are subordinated to other creditors of JPMorgan Chase,
including holders of senior and medium long-term debt and counterparties on
derivative contracts.
Under GLBA, all financial holding companies are bank holding companies
for purposes of the capital requirements described above. However, GLBA
specifically prohibits the Federal Reserve Board from imposing capital adequacy
rules on certain functionally regulated subsidiaries (such as broker-dealers and
insurance companies) that are in compliance with the applicable capital
requirements of their functional regulators.
The risk-based minimum capital requirements adopted by the federal
banking agencies follow the Capital Accord of the Basle Committee on Banking
Supervision. The Basle Committee, which consists of banking supervisors from the
principal nations whose banking organizations are active internationally, issued
its Capital Accord to achieve convergence in the capital regulations applicable
to internationally active banking organizations. On January 16, 2001, the Basle
Committee issued a proposed replacement for the Capital Accord. The replacement
(the "New Accord") would consist of a three-pillar framework for addressing
capital adequacy. The pillars would include minimum capital requirements, closer
regulatory supervision and greater reliance on market discipline. Under the New
Accord, minimum capital requirements would be more differentiated based upon
perceived distinctions in creditworthiness. Such requirements would be
determined under either a "standardized" approach or one of two internal
ratings-based approaches. Under the "standardized" approach, risk weights for
certain types of claims, including corporate credits, would be based on ratings
assigned by rating agencies. Under the internal ratings approach, those banks
with risk management capabilities that met certain supervisory standards could
determine their capital requirements based on their internal credit ratings to
some extent under a "foundation" approach and to a greater extent under an
"advanced" approach. The minimum capital requirements in the New Accord also
would incorporate a capital charge for operational risk. The Basle Committee
indicated that it intends to finalize the proposed framework by the end of 2001,
with implementation in 2004.
FDICIA: The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") revised certain provisions of the Federal Deposit Insurance Act, as
well as certain other federal banking statutes. In general, FDICIA provides for
expanded regulation of depository institutions and their affiliates, including
parent holding companies, by their federal banking regulators and requires the
relevant federal banking regulator to take "prompt corrective action" with
respect to a depository institution if that institution does not meet certain
capital adequacy standards.
Pursuant to FDICIA, the Federal Reserve Board, the FDIC and the
Comptroller of the Currency adopted regulations setting forth a five-tier scheme
for measuring the capital adequacy of the depository institutions they
supervise. Under the regulations (commonly referred to as the "prompt corrective
action" rules), an institution would be placed in one of the following five
capital categories when these ratios fall within the prescribed ranges:
<TABLE>
<CAPTION>
Ratios
----------------------------------------------
Total Tier 1 Tier 1
Capital Capital Leverage
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
At Least
----------------------------------------------
Well-Capitalized 10% 6% 5%
Adequately Capitalized 8% 4% 4%(a)
- -------------------------------------------------------------------------------
Less Than
----------------------------------------------
Undercapitalized 8% 4% 4%(a)
Significantly Undercapitalized 6% 3% 3%
- -------------------------------------------------------------------------------
Critically Undercapitalized Tangible Equity to Total Assets of 2% or Less
- -------------------------------------------------------------------------------
</TABLE>
(a) May be 3% in some cases.
4
<PAGE> 7
An institution may be treated as being in a capital category lower than
that indicated based on other supervisory criteria.
Supervisory actions by the appropriate federal banking regulator
generally will depend upon an institution's classification within the five
capital categories. The regulations apply only to banks but not to bank holding
companies such as JPMorgan Chase; however, subject to limitations that may be
imposed pursuant to GLBA, as described below, the Federal Reserve Board is
authorized to take appropriate action at the holding company level based on the
undercapitalized status of the holding company's subsidiary banking
institutions. In certain instances relating to an undercapitalized banking
institution, the bank holding company would be required to guarantee the
performance of the undercapitalized subsidiary and may be liable for civil money
damages for failure to fulfill its commitments on that guarantee.
As of December 31, 2000, each of JPMorgan Chase's banking subsidiaries
was "well-capitalized."
FDIC INSURANCE ASSESSMENTS: FDICIA also required the FDIC to establish a
risk-based assessment system for FDIC deposit insurance. Under the FDIC's
risk-based insurance premium assessment system, each depository institution is
assigned to one of nine risk classifications based upon certain capital and
supervisory measures and, depending upon its classification, is assessed
insurance premiums on its deposits.
Depository institutions insured by the Bank Insurance Fund are required
to pay premiums ranging from 0 basis points to 27 basis points of domestic
deposits. Each of JPMorgan Chase's banks, including Chase Bank, Morgan Bank and
Chase USA, currently qualifies for the 0 basis point assessment. All depository
institutions must also pay an annual assessment so that the Financing
Corporation ("FICO") may pay interest on bonds it issued in connection with the
resolution of savings association insolvencies occurring prior to 1991. The FICO
assessment for the first quarter of 2001 is 1.96 basis points of domestic
deposits. The rate schedules are subject to future adjustments by the FDIC. In
addition, the FDIC has authority to impose special assessments from time to
time, subject to certain limitations specified in the Deposit Insurance Funds
Act.
POWERS OF THE FDIC UPON INSOLVENCY OF AN INSURED DEPOSITORY INSTITUTION: An
FDIC-insured depository institution can be held liable for any loss incurred or
expected to be incurred by the FDIC in connection with another FDIC-insured
institution under common control with such institution being in "default" or "in
danger of default" (commonly referred to as "cross-guarantee" liability).
"Default" is generally defined as the appointment of a conservator or receiver
and "in danger of default" is defined as certain conditions indicating that a
default is likely to occur absent regulatory assistance. An FDIC cross-guarantee
claim against a depository institution is generally superior in right of payment
to claims of the holding company and its affiliates against such depository
institution.
If the FDIC is appointed the conservator or receiver of an insured
depository institution, upon its insolvency or in certain other events, the FDIC
has the power: (1) to transfer any of the depository institution's assets and
liabilities to a new obligor without the approval of the depository
institution's creditors; (2) to enforce the terms of the depository
institution's contracts pursuant to their terms; or (3) to repudiate or
disaffirm any contract or lease to which the depository institution is a party,
the performance of which is determined by the FDIC to be burdensome and the
disaffirmance or repudiation of which is determined by the FDIC to promote the
orderly administration of the depository institution. The above provisions would
be applicable to obligations and liabilities of those of JPMorgan Chase's
subsidiaries that are insured depository institutions, such as Chase Bank,
Morgan Bank and Chase USA, including, without limitation, obligations under
senior or subordinated debt issued by those banks to investors (referred to
below as "public noteholders") in the public markets.
Under federal law, the claims of a receiver of an insured depository
institution for administrative expenses and the claims of holders of domestic
deposit liabilities (including the FDIC, as subrogee of the depositors) have
priority over the claims of other unsecured creditors of the institution,
including public noteholders, in the event of the liquidation or other
resolution of the institution. As a result, whether or not the FDIC ever sought
to repudiate any obligations held by public noteholders of any subsidiary of the
Firm that is an insured depository institution, such as Chase Bank, Morgan Bank
or Chase USA, the public noteholders would be treated differently from, and
could receive, if anything, substantially less than, the depositors of the
depository institution.
OTHER SUPERVISION AND REGULATION: Under current Federal Reserve Board policy,
JPMorgan Chase is expected to act as a source of financial strength to its bank
subsidiaries and to commit resources to support the bank subsidiaries in
circumstances where it might not do so absent such policy. However, because GLBA
provides for functional regulation of financial holding company activities by
various regulators, GLBA prohibits the Federal Reserve Board from requiring
payment by a holding company or subsidiary to a depository institution if the
functional regulator of the payor objects to such payment. In such a case, the
Federal Reserve Board could instead require the divestiture of the depository
institution and impose operating restrictions pending the divestiture.
Subject to the restrictions under GLBA described in the preceding
paragraph, any loans by a bank holding company to any of its subsidiary banks
are subordinate in right of payment to deposits and to certain other
indebtedness of the subsidiary banks. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank at a certain
level will be assumed by the bankruptcy trustee and entitled to a priority of
payment.
5
<PAGE> 8
Part I
The bank subsidiaries of JPMorgan Chase are subject to certain
restrictions imposed by federal law on extensions of credit to, and certain
other transactions with, the Firm and certain other affiliates and on
investments in stock or securities of JPMorgan Chase and those affiliates. These
restrictions prevent JPMorgan Chase and other affiliates from borrowing from a
bank subsidiary unless the loans are secured in specified amounts.
The Firm's bank and nonbank subsidiaries are subject to direct
supervision and regulation by various other federal and state authorities (many
of which will be considered "functional regulators" under GLBA). Chase Bank and
Morgan Bank as New York State-chartered banks and state member banks, are
subject to supervision and regulation by the New York State Banking Department
as well as by the Federal Reserve Board and the FDIC. JPMorgan Chase's national
bank subsidiaries, such as Chase USA, are subject to substantially similar
supervision and regulation by the Comptroller of the Currency. Supervision and
regulation by each of the foregoing regulatory agencies generally include
comprehensive annual reviews of all major aspects of the relevant bank's
business and condition, as well as the imposition of periodic reporting
requirements and limitations on investments and other powers. The Firm also
conducts securities underwriting, dealing and brokerage activities through CSI,
JPMSI and other broker-dealer subsidiaries, all of which are subject to the
regulations of the SEC and the National Association of Securities Dealers, Inc.
CSI and JPMSI are members of the New York Stock Exchange. The operations of
JPMorgan Chase's mutual funds also are subject to regulation by the SEC. The
types of activities in which the foreign branches of Chase Bank, Morgan Bank and
the international subsidiaries of JPMorgan Chase may engage are subject to
various restrictions imposed by the Federal Reserve Board. Those foreign
branches and international subsidiaries also are subject to the laws and banking
authorities of the countries in which they operate.
The activities of Chase Bank, Morgan Bank and Chase USA as consumer
lenders also are subject to regulation under various federal laws, including the
Truth-in-Lending, the Equal Credit Opportunity, the Fair Credit Reporting, the
Fair Debt Collection Practice and the Electronic Funds Transfer Acts, as well as
various state laws. These statutes impose requirements on the making,
enforcement and collection of consumer loans and on the types of disclosures
that need to be made in connection with such loans.
In addition, under the requirements imposed by GLBA, JPMorgan Chase and
its subsidiaries are required periodically to disclose to their retail customers
the Firm's policies and practices with respect to (1) the sharing of non-public
customer information with JPMorgan Chase affiliates and others and (2) the
confidentiality and security of that information. Under GLBA, retail customers
also must be given the opportunity to "opt out" of information sharing
arrangements with non-affiliates, subject to certain exceptions set forth in
GLBA.
As part of its commitment to protecting customer privacy, JPMorgan
Chase, in January 2000, agreed with the New York State Attorney General that it
will not disclose any customer information to third-party marketing firms, other
than the customer's name, address and phone number. In addition, if the customer
does not want to receive any offers or information from any third-party
marketing firms, the customer may opt-out of such solicitations, in which case
no private information about the customer will be shared with third-party
marketing firms.
IMPORTANT FACTORS
THAT MAY AFFECT FUTURE RESULTS
From time to time, the Firm has made and will make forward-looking statements.
These statements can be identified by the fact that they do not relate strictly
to historical or current facts. Forward-looking statements often use words such
as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal,"
"believe" or other words of similar meaning. Forward-looking statements give
JPMorgan Chase's current expectations or forecasts of future events,
circumstances or results. JPMorgan Chase's disclosure in this report, including
in the MD&A section, contains forward-looking statements. The Firm also may make
forward-looking statements in its other documents filed with the SEC and in
other written materials. In addition, the Firm's senior management may make
forward-looking statements orally to analysts, investors, representatives of the
media and others.
Any forward-looking statements made by or on behalf of the Firm speak
only as of the date they are made. JPMorgan Chase does not undertake to update
forward-looking statements to reflect the impact of circumstances or events that
arise after the date the forward-looking statement was made. The reader should,
however, consult any further disclosures of a forward-looking nature JPMorgan
Chase may make in its Annual Reports on Form 10-K, its Quarterly Reports on Form
10-Q and its Current Reports on Form 8-K.
All forward-looking statements, by their nature, are subject to risks
and uncertainties. The Firm's actual future results may differ materially from
those set forth in JPMorgan Chase's forward-looking statements. Factors that
might cause JPMorgan Chase's future financial performance to vary from that
described in its forward-looking statements include the credit, market,
operational, liquidity, interest rate and other risks discussed in the MD&A
section of this report and in other periodic reports filed with the SEC. In
addition, the following discussion sets forth certain risks and uncertainties
that the Firm believes could cause its actual future results to differ
materially from expected results. However, other factors besides those listed
below or discussed in JPMorgan Chase's reports to the SEC also could adversely
affect the Firm's results, and the reader should not consider any such list of
factors to be a complete set of all potential risks or uncertainties. This
discussion is provided as permitted by the Private Securities Litigation Reform
Act of 1995.
6
<PAGE> 9
MERGER OF CHASE AND J.P. MORGAN. JPMorgan Chase may fail to realize the growth
opportunities and cost savings anticipated to be derived from the merger of
Chase and J.P. Morgan. If the Firm is not successfully able to combine the
businesses of Chase and J.P. Morgan and achieve its objectives, the anticipated
benefits from the merger may not be realized fully or at all or may take longer
to realize than expected. For example, it is possible that the integration
process could result in the loss of key employees, the disruption of ongoing
businesses or inconsistencies in standards, controls, procedures and policies
that could adversely affect JPMorgan Chase's ability to maintain relationships
with employees, clients or suppliers.
BUSINESS CONDITIONS AND GENERAL ECONOMY. The profitability of JPMorgan Chase's
businesses could be adversely affected by a worsening of general economic
conditions in the United States or abroad. Factors such as the liquidity of the
global financial markets, the level and volatility of equity prices and interest
rates, investor sentiment, inflation, and the availability and cost of credit
could significantly affect the activity level of clients with respect to size,
number and timing of transactions effected by the Firm's investment banking
business, including its underwriting and advisory businesses, and also may
affect the realization of cash returns from JPMorgan Chase's private equity
business. A market downturn would likely lead to a decline in the volume of
transactions that JPMorgan Chase executes for its customers and, therefore, lead
to a decline in the revenues it receives from commissions and spreads. Higher
interest rates or a downturn in the market also could impact the willingness of
financial investors to participate in loan syndications or underwritings managed
by JPMorgan Chase. The Firm generally maintains large trading portfolios in the
fixed income, currency, commodity and equity markets and has significant
investment positions, including merchant banking investments at JPMorgan
Partners. The revenues derived from mark-to-market values of JPMorgan Chase's
business are affected by many factors, including JPMorgan Chase's credit
standing; its success in proprietary positioning; volatility in interest rates
and in equity and debt markets; and the economic, political and business factors
described below. JPMorgan Chase anticipates that these revenues will experience
volatility from time to time. A general market downturn or worsening of the
economy could cause the Firm to incur mark-to-market losses in the values of
these positions.
A market downturn also could result in a decline in the fees JPMorgan
Chase earns for managing assets. For example, a higher level of domestic or
foreign interest rates or a downturn in trading markets could affect the flows
of moneys to or from the mutual funds managed by the Firm. Moreover, even in the
absence of a market downturn, below-market performance by JPMorgan Chase's
mutual funds could result in a decline in assets under management and,
therefore, in the fees it receives.
An economic downturn or significantly higher interest rates could
adversely affect the credit quality of JPMorgan Chase's on-balance sheet and
off-balance sheet assets by increasing the risk that a greater number of the
Firm's customers would become delinquent on their loans or other obligations to
JPMorgan Chase. Further, a higher rate of delinquencies by customers or
counterparties would result in a higher level of charge-offs and a higher level
of provision for JPMorgan Chase, which could adversely affect the Firm's
earnings. See also "Factors Affecting Allowance for Credit Losses" below.
COMPETITION. JPMorgan Chase operates in a highly competitive environment and
expects various factors to cause competitive conditions to continue to
intensify. For example, technological advances and the growth of e-commerce have
made it possible for non-depository institutions to offer products and services
that traditionally were banking products and for financial institutions to
compete with technology companies in providing electronic and Internet-based
financial solutions. In addition, the Firm expects cross-industry competition to
continue to intensify, particularly as continued merger activity in the
financial services industry produces larger, better-capitalized companies that
are capable of offering a wider array of financial products and services.
FOREIGN OPERATIONS; TRADING IN FOREIGN SECURITIES. The Firm does business
throughout the world, including in developing regions of the world commonly
known as emerging markets. JPMorgan Chase's businesses and revenues derived from
foreign operations are subject to risk of loss from unfavorable political and
diplomatic developments, currency fluctuations, social instability, changes in
governmental policies or policies of central banks, expropriation,
nationalization, confiscation of assets and changes in legislation relating to
foreign ownership. JPMorgan Chase also invests in the securities of corporations
located in foreign jurisdictions, including emerging markets. Revenues from the
trading of foreign securities also may be subject to negative fluctuations as a
result of the above factors. The impact of these fluctuations could be
accentuated because, generally, foreign trading markets, particularly in
emerging market countries, are smaller, less liquid and more volatile than U.S.
trading markets.
OPERATIONAL RISK. JPMorgan Chase, like all large corporations, is exposed to
many types of operational risk, including the risk of fraud by employees or
outsiders, unauthorized transactions by employees or operational errors,
including clerical or recordkeeping errors or errors resulting from faulty
computer or telecommunications systems. Given the high volume of transactions at
JPMorgan Chase, certain errors may be repeated or compounded before they are
discovered and successfully rectified. In addition, the Firm's necessary
dependence upon automated systems to record and process its transaction volume
may further increase the risk that technical system flaws or employee tampering
or manipulation of those systems will result in losses that are difficult to
detect. Although JPMorgan Chase maintains a system of controls designed to keep
operational risk at appropriate levels, the Firm has in the past suffered losses
from operational risk, and there can be no assurance that JPMorgan Chase will
not suffer losses from operational risks in the future.
7
<PAGE> 10
Part I
GOVERNMENT MONETARY POLICIES AND ECONOMIC CONTROLS. JPMorgan Chase's businesses
and earnings are affected by general economic conditions, both domestic and
international. JPMorgan Chase's businesses and earnings also are affected by the
fiscal or other policies that are adopted by various regulatory authorities of
the U.S., foreign governments and international agencies. For example, policies
and regulations of the Federal Reserve Board influence, directly and indirectly,
the rate of interest paid by commercial banks on their interest-bearing deposits
and also may impact the value of financial instruments held by the Firm. These
actions of the Federal Reserve Board also determine to a significant degree the
cost to JPMorgan Chase of funds for lending and investing. The nature and impact
of future changes in economic and market conditions and fiscal policies are not
predictable and are beyond JPMorgan Chase's control. In addition, these policies
and conditions can impact the Firm's customers and counterparties, both in the
U.S. and abroad, which may increase the risk that such customers or
counterparties default on their obligations to JPMorgan Chase.
CREDIT, MARKET AND LIQUIDITY RISK. JPMorgan Chase's revenues also are dependent
upon the extent to which management can successfully achieve its business
strategies within a disciplined risk environment. JPMorgan Chase's ability to
grow its businesses is affected by pricing and competitive pressures, as well as
by the costs associated with the introduction of new products and services and
the expansion and development of new distribution channels. The ability of
management to utilize the "Shareholder Value Added" methodology to identify
appropriate investment opportunities and the ability to maintain expense
discipline will be important factors in determining the extent to which the Firm
achieves its financial targets. For a further discussion of the Shareholder
Value Added methodology, see Management Performance Measurements on page 25. In
addition, to the extent any of the variety of instruments and strategies
JPMorgan Chase utilizes to hedge or otherwise manage its exposure to various
types of market and credit risk are not effective, the Firm may not be able to
mitigate effectively its risk exposures in particular market environments or
against particular types of risk. JPMorgan Chase's balance sheet growth will be
dependent upon the economic conditions described above, as well as upon
discretionary decisions as to how properly to determine and assess cost of
credit, concentration of risk and credit limits for portfolio diversification
and whether to securitize, sell, purchase or syndicate particular loans or loan
portfolios. JPMorgan Chase's trading revenues and interest rate risk are
dependent upon its ability to identify properly changes in the value of
financial instruments caused by changes in market prices or rates. The
successful management of credit, market and operational risk is an important
consideration in managing the Firm's liquidity risk, as evaluation by rating
agencies of the management of these risks affects their determinations as to the
Firm's credit ratings and, therefore, its cost of funds.
FACTORS AFFECTING ALLOWANCES FOR CREDIT LOSSES. JPMorgan Chase's allowances for
credit losses are intended to cover probable credit losses inherent in the
credit extension process for loans and lending-related commitments. Each of the
components of the allowances for credit losses is based upon management's
estimates of probable loss from various segments of the portfolio. Estimating
losses is inherently uncertain. In addition, the estimation process assumes that
past experience is a valid indicator for estimating prospective losses, which
may not always be the case. For a further discussion of the Firm's allowance for
credit losses, see page 53.
FOREIGN OPERATIONS
For geographic distributions of total revenue, total expense, income before
income tax expense and net income, see Note 30 on page 94. For a discussion of
foreign loans, see Note 9 on page 74 and the sections entitled "Commercial
Loans" and "Cross-Border Exposure" in the MD&A on pages 49 through 51 and
"Cross-Border Outstandings" on page 106.
ITEM 2: PROPERTIES
The headquarters of JPMorgan Chase is located in New York City at 270 Park
Avenue, which is a 50-story bank and office building owned by JPMorgan Chase.
This location contains approximately 1.3 million square feet of commercial
office and retail space.
JPMorgan Chase also owns and occupies a 47-story bank and office
building at 60 Wall Street in New York City. This location has approximately 1.6
million square feet of commercial office and retail space. JPMorgan Chase
purchased the lender's interest in the mortgage on this property in November
2000. The decision has been made to dispose of this location as part of the
merger integration.
JPMorgan Chase also owns and occupies a 60-story building at One Chase
Manhattan Plaza in New York City. This location has approximately 2 million
square feet of commercial office and retail space, of which approximately
800,000 square feet is leased to outside tenants.
JPMorgan Chase also owns and occupies a two-building complex at 23 Wall
Street/15 Broad Street in New York City with approximately 1 million square feet
of commercial office and retail space. The City and State of New York and the
New York Stock Exchange announced their intention to build a new Exchange on
land currently occupied by these facilities and the sale of this property is
expected to close during 2001. JPMorgan Chase does not anticipate any disruption
to operations, or any material adverse impact on the Firm's financial condition,
as a result of these actions by New York City and New York State.
JPMorgan Chase also owns and occupies a 22-story building at 4 New York
Plaza, New York City, with 900,000 square feet of commercial office and retail
space.
8
<PAGE> 11
JPMorgan Chase built in 1992 and fully occupies a two-building complex
known as Chase MetroTech Center in downtown Brooklyn, New York. This facility
contains approximately 1.75 million square feet and houses, among other things,
operations and product support functions.
JPMorgan Chase and its subsidiaries also own and occupy administrative
and operational facilities in Hicksville, New York; Tampa, Florida; Tempe,
Arizona; Newark, Delaware; and in Houston, Arlington and El Paso, Texas.
JPMorgan Chase occupies, in the aggregate, approximately 2.9 million
square feet of space in the United Kingdom. The most significant components of
leased space in London are 350,000 square feet at 125 London Wall, 325,000
square feet at Aldermanbury and 211,000 square feet at One Angel Court. JPMorgan
Chase also owns and occupies a 715,000 square-foot office complex at 60 Victoria
Embankment in London and a 300,000 square-foot operations center in Bournemouth.
JPMorgan Chase's financing arrangement for 60 Victoria Embankment involved the
sale of a partial interest in this complex to the lender.
In addition, JPMorgan Chase and its subsidiaries occupy branch offices
and other administrative and operational facilities throughout the U.S. and in
foreign countries under various types of ownership and leasehold agreements.
The majority of the properties occupied by JPMorgan Chase are used
across all of JPMorgan Chase's business segments and for corporate purposes.
As part of the Firm's merger integration efforts, JPMorgan Chase has
begun, and will continue, to combine and consolidate redundant operations
conducted by both predecessor firms. For a further discussion of the Firm's
merger and restructuring costs, see page 42.
ITEM 3: LEGAL PROCEEDINGS
In June 1999, Sumitomo Corporation filed a lawsuit against The Chase Manhattan
Bank in the United States District Court for the Southern District of New York.
The complaint alleges that during the period from 1994 to 1996, Chase Bank
assisted a Sumitomo employee in making copper trades by funding unauthorized
loans to the Sumitomo employee. The complaint alleges that Chase Bank knew the
employee did not have authority to enter into the transactions on behalf of
Sumitomo. The complaint asserts claims under the Racketeer Influenced and
Corrupt Practices Act ("RICO") and New York common law and alleges damages of
$532 million (subject to trebling under RICO), plus punitive damages.
In August 1999, Sumitomo Corporation filed a separate action against
J.P. Morgan & Co. Incorporated, Morgan Guaranty Trust Company of New York, and a
former J.P. Morgan employee (collectively "Morgan") in the United States
District Court for the Southern District of New York. The complaint in this
action contains allegations, similar to the allegations in the complaint filed
by Sumitomo against Chase Bank, that during the period from 1993 to 1996, Morgan
assisted a Sumitomo employee in making copper trades by funding unauthorized
loans to the Sumitomo employee. The complaint alleges that Morgan knew the
employee did not have authority to enter into the transactions on behalf of
Sumitomo. The complaint asserts claims under RICO and New York common law and
alleges damages of $735 million (subject to trebling under RICO), plus punitive
damages. The separate actions against Chase Bank and Morgan have been
consolidated for discovery purposes.
Chase Securities Inc. ("CSI") has been named as a defendant or
third-party defendant in twelve actions that were filed in either the United
States District Court for the Northern District of Oklahoma or in Oklahoma state
court beginning in October 1999 arising out of the failure of Commercial
Financial Services, Inc. ("CFS"). Plaintiffs in these actions are institutional
investors who purchased over $1.6 billion in original face amount of
asset-backed securities issued by CFS. The securities were backed by delinquent
credit card receivables. In addition to CSI, the defendants in various of the
actions are the founders and key executives of CFS, as well as its auditors, its
outside counsel and the rating agencies that rated the securities. CSI is
alleged to have been the investment banker to CFS and to have acted as an
initial purchaser and as placement agent in connection with the issuance of
certain of the securities. Plaintiffs allege that defendants either knew or were
reckless in not knowing that the securities were sold to plaintiffs on the basis
of misleading misrepresentations and omissions of material facts. The complaints
against CSI assert claims under the Securities Exchange Act of 1934, the
Oklahoma Securities Act, and under common law theories of fraud and negligent
misrepresentation. In the actions against CSI, damages in the amount of
approximately $1.2 billion allegedly suffered as a result of defendants'
misrepresentations and omissions, plus punitive damages, are being claimed.
9
<PAGE> 12
Part I
The Securities and Exchange Commission is investigating the question of
whether, in connection with the bond paying agency function within JPMorgan
Chase's Institutional Trust Services group, there were violations of its
transfer agency recordkeeping or reporting regulations and whether JPMorgan
Chase's disclosure regarding these issues was adequate and timely. The
conditions giving rise to the alleged violations have since been addressed, and
JPMorgan Chase is in discussion with the staff of the SEC to resolve its
investigation on a mutually acceptable basis.
In addition to the matters described above, JPMorgan Chase and its
subsidiaries have been named from time to time as defendants in various legal
actions and proceedings arising in connection with their respective businesses
and have been involved from time to time in investigations and proceedings by
governmental agencies. In view of the inherent difficulty of predicting the
outcome of such matters, JPMorgan Chase cannot state what the eventual outcome
of pending matters will be. JPMorgan Chase is contesting the allegations made in
each pending matter and believes, based on current knowledge and after
consultation with counsel, that the outcome of such matters will not have a
material adverse effect on the consolidated financial condition of JPMorgan
Chase but may be material to JPMorgan Chase's operating results for any
particular period, depending on the level of JPMorgan Chase's income for such
period.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Special Meeting of Stockholders of J.P. Morgan Chase & Co., formerly known as
The Chase Manhattan Corporation, was held on December 22, 2000. The Special
Meeting was held to approve the merger agreement providing for the merger of
J.P. Morgan & Co. Incorporated with and into The Chase Manhattan Corporation.
A total of 941,374,514 shares, or 71.83% of the 1,310,573,015 shares
entitled to vote at the Special Meeting, was represented at the meeting. The
merger was approved with 925,458,050 shares (representing 70.61% of the
outstanding common stock) voting for; 9,385,586 shares (representing 0.71% of
the outstanding common stock) voting against; and 6,530,878 shares (representing
0.50% of the outstanding common stock) abstaining. The votes for the merger
represented 98.99% of votes cast.
10
<PAGE> 13
EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITIONS AND OFFICES HELD WITH JPMORGAN CHASE
(AT DECEMBER 31, 2000)
<S> <C> <C>
DOUGLAS A. WARNER III 54 Chairman of the Board as of December 31, 2000. Prior to the merger, he
was Chairman of the Board and Chief Executive Officer of J.P. Morgan.
WILLIAM B. HARRISON, JR. 57 President and Chief Executive Officer as of December 31, 2000. Prior to
the merger, he was Chairman and Chief Executive Officer. He had been
President and Chief Executive Officer from June through December 1999,
prior to which he had been Vice Chairman of the Board.
GEOFFREY T. BOISI 53 Co-head of the Investment Bank. Prior to joining JPMorgan Chase, he was
Chairman and Senior Partner of The Beacon Group, a merger and
acquisition advisory and private investment firm that was acquired by
JPMorgan Chase in July 2000. Prior to the formation of The Beacon Group,
Mr. Boisi was a partner of Goldman, Sachs & Co.
DAVID A. COULTER 53 Head of Retail & Middle Market Financial Services. Prior to joining
JPMorgan Chase, he led the West Coast operations of The Beacon Group,
prior to which he was Chairman and Chief Executive Officer of
BankAmerica Corporation and Bank of America NT & SA.
RAMON DE OLIVEIRA 46 Head of Investment Management & Private Banking. Prior to the merger, he
was an executive of J.P. Morgan, serving as Chairman of Asset Management
Services since 1997.
DONALD H. LAYTON 50 Co-head of the Investment Bank. Prior to the merger, he was responsible
for global markets, the international infrastructure and cash management
and securities processing services.
MARC J. SHAPIRO 53 Head of Finance, Risk Management and Administration. Until 1997, he was
Chairman and Chief Executive Officer of Texas Commerce Bank, which now
is part of The Chase Manhattan Bank.
JEFFREY C. WALKER 45 Head of JPMorgan Partners, JPMorgan Chase's global private equity group.
LESLEY DANIELS WEBSTER 48 Head of Market Risk Management.
DINA DUBLON 47 Chief Financial Officer. Until 1998, she was Executive Vice President
and Corporate Treasurer.
JOHN J. FARRELL 48 Director of Human Resources.
PETER GLEYSTEEN 49 Chief Credit Officer. Prior to the merger, he was responsible for loan
syndications and the corporate loan portfolio.
FREDERICK W. HILL 50 Director of Corporate Marketing and Communications. Until 1997, he had
been Senior Vice President, Communications and Community Relations, for
McDonnell Douglas Corporation.
WILLIAM H. MCDAVID 54 General Counsel.
</TABLE>
Unless otherwise noted, during the five fiscal years ended December 31, 2000,
all of JPMorgan Chase's above-named executive officers have continuously held
senior-level positions with JPMorgan Chase or its predecessor institutions, J.P.
Morgan & Co. Incorporated and The Chase Manhattan Corporation. There are no
family relationships among the foregoing executive officers.
11
<PAGE> 14
Parts II, III & IV
Part II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The outstanding shares of JPMorgan Chase's common stock are listed and traded on
the New York Stock Exchange and the London Stock Exchange Limited. An
application has been filed to list JPMorgan Chase's common stock on the Tokyo
Stock Exchange. For the quarterly high and low prices of JPMorgan Chase's common
stock on the New York Stock Exchange for the last two years, see the section
entitled "Supplementary Information - Selected Quarterly Financial Data
(Unaudited)" on page 96. JPMorgan Chase declared quarterly cash dividends on its
common stock in the amount of $0.32 per share for each quarter of 2000 and $0.27
per share for each quarter of 1999. At February 28, 2001, there were 122,402
holders of record of JPMorgan Chase's common stock. During the fourth quarter of
2000, shares of common stock of JPMorgan Chase were issued in transactions
exempt from registration under Section 4(2) of the Securities Act of 1933, as
follows: active directors who elected to receive, rather than defer, an annual
stock grant were issued 7,392 shares of common stock on December 1, 2000; and a
retired director who had deferred receipt of common stock pursuant to the
Deferred Compensation Plan for Non-Employee Directors was issued 492 shares on
October 2, 2000.
ITEM 6: SELECTED FINANCIAL DATA
For five-year selected financial data, see "Selected Financial Data (Unaudited)"
on page 97.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis of the financial condition and results of
operations, entitled "Management's Discussion and Analysis," appears on pages 23
through 60.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information related to market risk, see the "Market Risk Management" section
on pages 54 through 57, Note 1 on page 66 and Note 25 on page 86.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the notes thereto and the
report of PricewaterhouseCoopers LLP dated January 16, 2001 thereon, appear on
pages 61 through 95.
Supplementary financial data for each full quarter within the two years ended
December 31, 2000 are included on page 96 in the table entitled "Supplementary
Information - Selected Quarterly Financial Data (Unaudited)." Also included is a
"Glossary of Terms" on page 98.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Part III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF JPMORGAN CHASE
See Item 13 below.
ITEM 11: EXECUTIVE COMPENSATION
See Item 13 below.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See Item 13 below.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information related to JPMorgan Chase's Executive Officers is included on page
11. Pursuant to Instruction G (3) to Form 10-K, the remainder of the information
to be provided in Items 10, 11, 12 and 13 of Form 10-K (other than information
pursuant to Rule 402 (i), (k) and (l) of Regulation S-K) is incorporated by
reference to JPMorgan Chase's definitive proxy statement for the annual meeting
of stockholders, to be held May 15, 2001, which proxy statement will be filed
with the Securities and Exchange Commission pursuant to Regulation 14A within
120 days of the close of JPMorgan Chase's 2000 fiscal year.
12
<PAGE> 15
Part IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements
The consolidated financial statements, the notes thereto and the report
thereon listed in Item 8 are set forth commencing on page 61.
2. Financial Statement Schedules
None.
3. Exhibits
3.1 Restated Certificate of Incorporation of J.P. Morgan Chase & Co.
3.2 By-laws, amended as of June 20, 2000, of J.P. Morgan Chase & Co.
4.1 Deposit Agreement, dated as of February 8, 1996, between J.P. Morgan &
Co. Incorporated (succeeded through merger by J.P. Morgan Chase & Co.)
and Morgan Guaranty Trust Company of New York, as Depository
(incorporated by reference to Exhibit 4.7 to the Registration Statement
on Form 8-A of The Chase Manhattan Corporation, filed December 20,
2000, File No. 1-5805).
4.2 Indenture, dated as of December 1, 1989, between Chemical Banking
Corporation (now known as J.P. Morgan Chase & Co.) and The Chase
Manhattan Bank (National Association), as succeeded to by Bankers Trust
Company, as Trustee (incorporated by reference to Exhibit 4.9 to the
Registration Statement on Form S-3 (File No. 33-32409) of Chemical
Banking Corporation).
4.3(a) Indenture, dated as of April 1, 1987, as amended and restated as of
December 15, 1992, between Chemical Banking Corporation and Morgan
Guaranty Trust Company of New York, as succeeded to by U.S. Bank Trust
National Association, as Trustee.
4.3(b) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and U.S. Bank Trust National Association,
as Trustee, to the Indenture, dated as of April 1, 1987, as amended and
restated as of December 15, 1992.
4.3(c) Third Supplemental Indenture, dated as of December 29, 2000, between
The Chase Manhattan Corporation and U.S. Bank Trust National
Association, as Trustee, to the Indenture, dated as of April 1, 1987,
as amended and restated as of December 15, 1992.
4.4(a) Amended and Restated Indenture, dated as of September 1, 1993, between
The Chase Manhattan Corporation (as assumed by J.P. Morgan Chase & Co.)
and Chemical Bank, as Trustee.
4.4(b) First Supplemental Indenture, dated as of March 29, 1996, among
Chemical Banking Corporation, The Chase Manhattan Corporation, Chemical
Bank, as resigning Trustee, and U.S. Bank Trust National Association,
as successor Trustee, to the Amended and Restated Indenture, dated as
of September 1, 1993.
4.4(c) Second Supplemental Indenture, dated as of October 8, 1996, between The
Chase Manhattan Corporation and U.S. Bank Trust National Association,
as Trustee, to the Amended and Restated Indenture, dated as of
September 1, 1993.
4.4(d) Third Supplemental Indenture, dated as of December 29, 2000, between
The Chase Manhattan Corporation and U.S. Bank Trust National
Association, as Trustee, to the Amended and Restated Indenture, dated
as of September 1, 1993.
4.5(a) Indenture dated as of August 15, 1982, between J.P. Morgan & Co.
Incorporated and U.S. Bank Trust National Association, as Trustee.
4.5(b) First Supplemental Indenture, dated as of May 5, 1986, between J.P.
Morgan & Co. Incorporated and U.S. Bank Trust National Association, as
Trustee, to the Indenture, dated as of August 15, 1982.
4.5(c) Second Supplemental Indenture, dated as of February 27, 1996, between
J.P. Morgan & Co. Incorporated and U.S. Bank Trust National
Association, as Trustee, to the Indenture, dated as of August 15, 1982.
4.5(d) Third Supplemental Indenture, dated as of January 30, 1997, between
J.P. Morgan & Co. Incorporated and U.S. Bank Trust National
Association, as Trustee, to the Indenture, dated as of August 15, 1982.
4.5(e) Fourth Supplemental Indenture, dated as of December 29, 2000, among
J.P. Morgan & Co. Incorporated, The Chase Manhattan Corporation, and
U.S. Bank Trust National Association, as Trustee, to the Indenture,
dated as of August 15, 1982.
13
<PAGE> 16
Part IV
4.6(a) Indenture dated as of December 1, 1986, between J.P. Morgan & Co.
Incorporated and U.S. Bank Trust National Association, as Trustee.
4.6(b) First Supplemental Indenture, dated as of May 12, 1992, between J.P.
Morgan & Co. Incorporated and U.S. Bank Trust National Association, as
Trustee, to the Indenture, dated as of December 1, 1986.
4.6(c) Second Supplemental Indenture, dated as of December 29, 2000, among
J.P. Morgan & Co. Incorporated, The Chase Manhattan Corporation, and
U.S. Bank Trust National Association, as Trustee, to the Indenture,
dated as of December 1, 1986.
4.7(a) Indenture dated as of March 1, 1993, between J.P. Morgan & Co.
Incorporated and U.S. Bank Trust National Association, as Trustee.
4.7(b) First Supplemental Indenture, dated as of December 29, 2000, among J.P.
Morgan & Co. Incorporated, The Chase Manhattan Corporation, and U.S.
Bank Trust National Association, as Trustee, to the Indenture, dated as
of March 1, 1993.
4.8(a) Junior Subordinated Indenture, dated as of December 1, 1996, between
The Chase Manhattan Corporation and The Bank of New York, as Debenture
Trustee (incorporated by reference to Exhibit 4.24 to the Registration
Statement on Form S-3 (File No. 333-19719) of The Chase Manhattan
Corporation).
4.8(b) Guarantee Agreement, dated as of January 24, 1997, between The Chase
Manhattan Corporation and The Bank of New York, as Trustee, with
respect to the Global Floating Rate Capital Securities, Series B, of
Chase Capital II (incorporated by reference to Exhibit 4.8 to the
Annual Report on Form 10-K, dated December 31, 1997, of The Chase
Manhattan Corporation, File No. 1-5805).
4.8(c) Amended and Restated Trust Agreement, dated as of January 24, 1997,
among The Chase Manhattan Corporation, The Bank of New York, as
Property Trustee, The Bank of New York (Delaware), as Delaware Trustee,
and the Administrative Trustees named therein, with respect to Chase
Capital II (incorporated by reference to Exhibit 4.9 to the Annual
Report on Form 10-K, dated December 31, 1997, of The Chase Manhattan
Corporation, File No. 1-5805).
4.9(a) Junior Subordinated Indenture, dated as of November 1, 1996, between
J.P. Morgan & Co. Incorporated and U.S. Bank Trust National
Association, as Debenture Trustee (incorporated by reference to Exhibit
4(a)(1) to the Registration Statement on Form S-3 (File No. 333-15079)
of J.P. Morgan & Co. Incorporated, File No. 1-5885).
4.9(b) Guarantee Agreement, dated as of December 4, 1996, between J.P. Morgan
& Co. Incorporated and U.S. Bank Trust National Association, as
Guarantee Trustee, with respect to the Capital Securities of JPM
Capital Trust I.
4.9(c) Amended and Restated Declaration of Trust, dated as of December 4,
1996, between J.P. Morgan & Co. Incorporated and U.S. Bank Trust
National Association, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, and the Administrative Trustees named therein, with
respect to JPM Capital Trust I.
10.1 Deferred Compensation Plan for Non-Employee Directors of The Chase
Manhattan Corporation and The Chase Manhattan Bank, as amended and
restated effective December 1996 (incorporated by reference to Exhibit
10.1 to the Annual Report on Form 10-K, dated December 31, 1996, of The
Chase Manhattan Corporation, File No. 1-5805).
10.2 Post-Retirement Compensation Plan for Non-Employee Directors, as
amended and restated as of May 21, 1996 (incorporated by reference to
Exhibit 10.2 to the Annual Report on Form 10-K, dated December 31,
1996, of The Chase Manhattan Corporation, File No. 1-5805).
10.3 Deferred Compensation Program of The Chase Manhattan Corporation and
Participating Companies, effective as of January 1, 1996.
10.4 Amended and Restated 1996 Long-Term Incentive Plan of The Chase
Manhattan Corporation (incorporated by reference to Schedule 14A, filed
on April 5, 2000, of The Chase Manhattan Corporation, File No. 1-5805).
10.5 The Chase Manhattan 1994 Long-Term Incentive Plan (incorporated herein
by reference to Exhibit 10O to The Chase Manhattan Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, File
No. 1-5945).
10.6 Amendment to The Chase Manhattan 1994 Long-Term Incentive Plan
(incorporated herein by reference to Exhibit 10S to The Chase Manhattan
Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-5945).
14
<PAGE> 17
10.7 Chemical Banking Corporation Long-Term Stock Incentive Plan, as amended
and restated as of May 19, 1992 (incorporated by reference to Exhibit
10.7 to the Annual Report on Form 10-K, dated December 31, 1992, of
Chemical Banking Corporation, File No. 1-5805).
10.8 The Chase Manhattan 1987 Long-Term Incentive Plan, as amended
(incorporated by reference to Exhibit 10A to The Chase Manhattan
Corporation's Annual Report on Form 10-K for the year ended December
31, 1990, File No. 1-5945).
10.9 Amendment to The Chase Manhattan 1987/82 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10T to the Quarterly Report on
Form 10-Q, for the quarter ended September 30, 1995, of The Chase
Manhattan Corporation, File No. 1-5945).
10.10 Long Term Incentive Program of Manufacturers Hanover Corporation
(incorporated by reference to Exhibit 10.10 to the Annual Report on
Form 10-K, dated December 31, 1997, of The Chase Manhattan Corporation,
File No. 1-5805).
10.11 Key Executive Performance Plan of The Chase Manhattan Corporation, as
amended and restated January 1, 1999 (incorporated by reference to
Schedule 14A, filed on March 25, 1999, of The Chase Manhattan
Corporation, File No. 1-5805).
10.12 Forms of severance agreements as entered into by The Chase Manhattan
Corporation and certain of its executive officers (incorporated by
reference to Exhibit 10.13 to the Annual Report on Form 10-K, dated
December 31, 1997, of The Chase Manhattan Corporation, File No.
1-5805).
10.13 Permanent Life Insurance Options Plan (incorporated by reference to
Exhibit 10.11 to the Annual Report on Form 10-K, dated December 31,
1992, of Chemical Banking Corporation, File No. 1-5805).
10.14 Excess Retirement Plan of The Chase Manhattan Bank and Participating
Companies, restated effective January 1, 1997.
10.15 1992 Stock Incentive Plan, as amended (incorporated by reference to
Exhibit 10a to J.P. Morgan & Co. Incorporated's Annual Report on Form
10-K for the year ended December 31, 1994, File No. 1-5885).
10.16 Director Stock Plan, as amended (incorporated by reference to Exhibit
10b to J.P. Morgan & Co. Incorporated's Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-5885).
10.17 Deferred Compensation Plan for Directors' Fees, as amended
(incorporated by reference to Exhibit 10c to J.P. Morgan & Co.
Incorporated's Annual Report on Form 10-K for the year ended December
31, 1992, File No. 1-5885).
10.18 1989 Stock Incentive Plan, as amended (incorporated by reference to
Exhibit 10d to J.P. Morgan & Co. Incorporated's Annual Report on Form
10-K for the year ended December 31, 1994, File No. 1-5885).
10.19 1987 Stock Incentive Plan, as amended (incorporated by reference to
Exhibit 10e to J.P. Morgan & Co. Incorporated's Annual Report on Form
10-K for the year ended December 31, 1994, File No. 1-5885).
10.20 Incentive Compensation Plan, as amended (incorporated by reference to
Exhibit 10f to J.P. Morgan & Co. Incorporated's Annual Report on Form
10-K for the year ended December 31, 1997, File No. 1-5885).
10.21 Stock Option Award (incorporated by reference to Exhibit 10h to J.P.
Morgan & Co. Incorporated's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, File No. 1-5885).
10.22 1995 Stock Incentive Plan, as amended (incorporated by reference to
Exhibit 10i to J.P. Morgan & Co. Incorporated's Annual Report on Form
10-K for the year ended December 31, 1996, File No. 1-5885).
10.23 1995 Executive Officer Performance Plan (incorporated by reference to
Exhibit 10j to J.P. Morgan & Co. Incorporated's Annual Report on Form
10-K for the year ended December 31, 1995, File No. 1-5885).
10.24 1998 Performance Plan (incorporated by reference to Exhibit 10 to J.P.
Morgan & Co. Incorporated's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No. 1-5885).
10.25 Executive Retirement Plan of The Chase Manhattan Corporation and
Certain Subsidiaries.
15
<PAGE> 18
Part IV
10.26 Benefit Equalization Plan of The Chase Manhattan Corporation and
Certain Subsidiaries.
11.1 Computation of earnings per common share.
12.1 Computation of ratio of earnings to fixed charges.
12.2 Computation of ratio of earnings to fixed charges and preferred stock
dividend requirements.
21.1 List of Subsidiaries of J.P. Morgan Chase & Co.
22.1 Annual Report on Form 11-K of the 401(k) Savings Plan of The Chase
Manhattan Bank (to be filed by amendment pursuant to Rule 15d-21 under
the Securities Exchange Act of 1934).
22.2 Annual Report on Form 11-K of the Deferred Profit Sharing Plan of the
Morgan Guaranty Trust Company of New York and Affiliated Companies for
United States Employees (to be filed by amendment pursuant to Rule
15d-21 under the Securities Exchange Act of 1934).
23.1 Consent of Independent Accountants.
JPMorgan Chase hereby agrees to furnish to the Securities and Exchange
Commission, upon request, copies of instruments defining the rights of holders
for the outstanding nonregistered long-term debt of JPMorgan Chase and its
subsidiaries. These instruments have not been filed as exhibits hereto by reason
that the total amount of each issue of such securities does not exceed 10% of
the total assets of JPMorgan Chase and its subsidiaries on a consolidated basis.
In addition, JPMorgan Chase hereby agrees to file with the Commission, upon
request, the Guarantees and the Amended and Restated Trust Agreements for each
Delaware business trust subsidiary that has issued Capital Securities. The
provisions of such agreements differ from the documents constituting Exhibits
4.8(b) and (c) and 4.9(b) and (c) to this report only with respect to the
pricing terms of each series of Capital Securities; these pricing terms are
disclosed in Note 13 on page 78.
B) REPORTS ON FORM 8-K
- A Current Report on Form 8-K was filed on October 19, 2000
setting forth The Chase Manhattan Corporation's financial
results for the third quarter of 2000.
- A Current Report on Form 8-K was filed on November 1, 2000
reporting comments made regarding Chase Capital Partners, the
private equity investment business of The Chase Manhattan
Corporation, at an investor presentation.
- A Current Report on Form 8-K was filed on November 28, 2000
setting forth financial information of J.P. Morgan & Co.
Incorporated as of December 31, 1999, and pro forma combined
financial information for the combined entity of J.P. Morgan &
Co. Incorporated and The Chase Manhattan Corporation giving
effect to the merger.
- A Current Report on Form 8-K was filed on November 29, 2000
announcing that Chase Capital Partners ("CCP"), the private
equity investment business of The Chase Manhattan Corporation,
intends to offer to persons unaffiliated with Chase limited
partnership interests in a new private equity fund that will
co-invest alongside CCP in a substantial portion (but not
necessarily all) of the direct private equity and
equity-related investments that are made by CCP.
- A Current Report on Form 8-K was filed on December 1, 2000
announcing the Board of Directors of J.P. Morgan Chase & Co.,
effective upon the consummation of the merger between The
Chase Manhattan Corporation and J.P. Morgan & Co.
Incorporated.
- A Current Report on Form 8-K was filed on December 14, 2000
setting forth a joint press release from The Chase Manhattan
Corporation and J.P. Morgan & Co. Incorporated that provided
guidance on lower fourth quarter earnings for both companies
and an update on the progress of their merger integration
efforts.
- A Current Report on Form 8-K was filed on December 26, 2000
announcing the results of the respective shareholders' meeting
approving the merger of J.P. Morgan & Co. Incorporated and The
Chase Manhattan Corporation, that all regulatory approvals
necessary to consummate the merger had been received, and that
the merger was expected to close on December 31, 2000.
- A Current Report on Form 8-K was filed on January 4, 2001
announcing the merger of J.P. Morgan & Co. Incorporated and
The Chase Manhattan Corporation effective December 31, 2000.
16
<PAGE> 19
Pages 17-21 Not Used
<PAGE> 20
FINANCIAL TABLE OF CONTENTS
ON DECEMBER 31, 2000, J.P. MORGAN & CO. INCORPORATED ("J.P. MORGAN") MERGED WITH
AND INTO THE CHASE MANHATTAN CORPORATION ("CHASE"). UPON CONSUMMATION OF THE
MERGER, CHASE CHANGED ITS NAME TO J.P. MORGAN CHASE & CO. ("JPMORGAN CHASE, "THE
FIRM" OR "JPMC"). THE MERGER WAS ACCOUNTED FOR AS A POOLING OF INTERESTS AND,
ACCORDINGLY, THE INFORMATION INCLUDED IN THE MANAGEMENT'S DISCUSSION AND
ANALYSIS ("MD&A"), FINANCIAL STATEMENTS AND CONSOLIDATED NOTES OF JPMORGAN CHASE
REFLECTS THE COMBINED RESULTS OF CHASE AND J.P. MORGAN AS IF THE MERGER HAD BEEN
IN EFFECT FOR ALL PERIODS PRESENTED. IN ADDITION, CERTAIN AMOUNTS HAVE BEEN
RECLASSIFIED TO CONFORM TO THE CURRENT PRESENTATION.
This section of the Annual Report provides management's discussion and analysis
of the financial condition and results of operations for JPMorgan Chase. See
Glossary of Terms on page 98 for a definition of terms used throughout this
Annual Report.
CERTAIN FORWARD-LOOKING STATEMENTS
The MD&A contains certain forward-looking statements. Those forward-looking
statements are subject to risks and uncertainties, and JPMorgan Chase's actual
results may differ from those set forth in the forward-looking statements. See
JPMorgan Chase's reports filed with the Securities and Exchange Commission for a
discussion of factors that could cause JPMorgan Chase's actual results to differ
materially from those described in the forward-looking statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS:
23 Overview
25 Management Performance Measurements
26 Lines of Business Results
37 Results of Operations
43 Risk Management
44 Capital Management
46 Credit Risk Management
54 Market Risk Management
58 Operational Risk Management
59 Liquidity Risk Management
60 Accounting and Reporting Developments
60 Comparison between 1999 and 1998
AUDITED FINANCIAL STATEMENTS:
61 Management's Report on Responsibility for Financial Reporting
61 Report of Independent Accountants
62 Consolidated Financial Statements
66 Notes to Consolidated Financial Statements
SUPPLEMENTARY INFORMATION:
96 Selected Quarterly Financial Data
97 Selected Financial Data
98 Glossary of Terms
JPMORGAN CHASE Annual Report 2000 22
<PAGE> 21
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
ON DECEMBER 31, 2000, THE CHASE MANHATTAN CORPORATION AND J.P. MORGAN & CO.
INCORPORATED MERGED TO CREATE A PREMIER GLOBAL FINANCIAL SERVICES FIRM, J.P.
MORGAN CHASE & CO.
OPERATING PERFORMANCE OF JPMORGAN CHASE
<TABLE>
<CAPTION>
Year Ended December 31, Over/(Under)
(in millions, except per share and ratio data) 2000 1999 1999
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING BASIS(a)
Revenue $ 32,793 $ 31,695 3%
Earnings 5,927 7,433 (20)
Diluted Earnings per Share ("EPS") 2.96 3.65 (19)
Return on Average Common Equity ("ROCE") 16.1% 22.2% (610)bp
- ---------------------------------------------------------------------------------------------------
CASH OPERATING BASIS(b)
Earnings $ 6,455 $ 7,762 (17)%
Diluted Cash EPS 3.23 3.82 (15)
ROCE 17.6% 23.2% (560)bp
- ---------------------------------------------------------------------------------------------------
REPORTED BASIS
Net Income $ 5,727 $ 7,501 (24)%
Diluted Net Income per Share 2.86 3.69 (22)
ROCE 15.6% 22.5% (690)bp
Tier 1 Capital Ratio 8.5 8.5 --
- ---------------------------------------------------------------------------------------------------
</TABLE>
(a) Operating basis excludes the impact of credit card securitizations, merger
and restructuring costs, and special items.
(b) Cash operating basis excludes the impact of the amortization of goodwill and
certain other intangibles. For a further discussion of Management
Performance Measurements, see page 25.
bp- Denotes basis points; 100 bp equals 1%.
Total operating revenue of $32.8 billion for JPMorgan Chase was 3% higher than
in 1999 despite a difficult market environment in the second half of 2000.
Operating results of JPMorgan Chase in 2000 were adversely affected by
mark-to-market declines in the values of investments held by JPMorgan Partners
("JPMP").
Operating earnings in 2000 were $5.93 billion, compared with $7.43 billion in
1999, and diluted operating EPS declined to $2.96 in 2000 from $3.65 in 1999.
On a reported basis, which includes merger and restructuring costs and special
items, net income in 2000 was $5.73 billion, compared with $7.50 billion in
1999, and diluted net income per share was $2.86 for 2000, compared with $3.69
for 1999.
With total assets of $715 billion and stockholders' equity of $42 billion, the
Firm's financial position is strong, as reflected in a Tier 1 Capital ratio of
8.5% and double A credit ratings. Moreover, operating results are broadly
diversified by business and region.
- --------------------------------------------------------------------------------
OPERATING PERFORMANCE OF JPMORGAN CHASE EXCLUDING JPMP(a)
<TABLE>
<CAPTION>
Year Ended December 31, Over/(Under)
(in millions, except per share and ratio data) 2000 1999 1999
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Revenue $ 32,000 $ 28,610 12%
Cash Operating Earnings 6,180 5,985 3
Diluted Cash EPS 3.10 2.94 5
Cash ROCE 21.6% 21.8% (20)bp
- -----------------------------------------------------------------------------------------------------
</TABLE>
(a) JPMP represents JPMorgan Partners, the Firm's private equity business.
Management tracks the operating performance of JPMorgan Chase both including and
excluding JPMorgan Partners' results. Over the past few years, volatile stock
markets have yielded significant fluctuations in the market values of securities
held by JPMorgan Partners. As a result, JPMorgan Partners' reported gains may
include significant unrealized valuation adjustments for any given period, which
can, in turn, significantly affect, both favorably and unfavorably, JPMorgan
Chase's operating results.
Operating revenues, excluding JPMorgan Partners, were $32 billion, or 12% higher
than in 1999, reflecting growth in investment banking fees, trading revenues,
and fees and commissions. These increases were helped by the acquisitions of
Robert Fleming Holdings Limited ("Flemings") and Hambrecht & Quist ("H&Q").
However, operating results were adversely affected by expense growth,
particularly in investment banking.
CASH EPS
Diluted Cash Operating EPS Excluding JPMP
[BAR GRAPH]
<TABLE>
<S> <C>
CAGR = 10%
1996 $2.13
1997 2.25
1998 2.24
1999 2.94
2000 3.10
</TABLE>
Management also monitors its operating results on a cash basis, which excludes
the impact of the amortization of goodwill and certain other intangibles. Cash
operating earnings, excluding JPMorgan Partners, in 2000 were $6.18 billion, up
slightly from 1999 despite a difficult capital markets environment in the second
half of 2000. Diluted cash EPS increased 5% from 1999.
23 JPMORGAN CHASE Annual Report 2000
<PAGE> 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
STRATEGIC INITIATIVES
The Firm is the product of successful, multi-year initiatives at both heritage
organizations to build a leadership position in global banking. Leading up to
the merger, initiatives during 2000 included:
> Chase's integration of H&Q and creation of a leading new economy investment
banking franchise
> Chase's acquisition of Flemings, providing investment banking and asset
management capabilities in Europe and Asia
> Chase's acquisition of The Beacon Group, LLC ("Beacon"), strengthening the
domestic mergers and acquisitions ("M&A") practice
> J.P. Morgan's drive to expand client-driven revenue growth and diversify
earnings through key leadership positions in derivatives, equities, M&A,
asset management and private banking
Together, these initiatives and the merger created a leading wholesale financial
services firm, complemented by a strong and profitable U.S. consumer business.
KEY RESULTS BY SEGMENT
Cash operating earnings of $3.5 billion make the Investment Bank one of the most
profitable investment banking franchises in the world, even after taking into
account the high expense growth in 2000 to support strategic investments made
during the year and a challenging market environment. The financial results
reflect relationships with thousands of clients globally and leading market
positions in virtually every major capital market and advisory segment.
INVESTMENT MANAGEMENT & PRIVATE BANKING is one of the largest global
institutional and private client investment management and private banking
businesses. Cash operating earnings grew from $325 million in 1999 to $586
million in 2000, assisted by the acquisitions of Flemings and H&Q. Assets under
management for these businesses stood at $638 billion at December 31, 2000,
excluding the pro rata share of American Century Companies, Inc. ("American
Century"), a 45%-owned mutual fund company.
TREASURY & SECURITIES SERVICES continued to benefit from increased market
volumes and margin improvement initiatives, posting $693 million in cash
operating earnings, an increase of 25% over 1999.
JPMORGAN PARTNERS record realized cash gains of $2.04 billion were offset by a
significant decline in the unrealized value of the publicly quoted portion of
the securities portfolio, primarily NASDAQ-listed investments in the
telecommunications and technology sectors. Despite the decline, the public
equity portfolio maintained, at December 31, 2000, a quoted market value of 2.7
times its original cost. Public securities account for 16% of the $12 billion
investment portfolio of JPMorgan Partners as of year-end.
RETAIL & MIDDLE MARKET FINANCIAL SERVICES cash operating earnings rose 3%, with
solid returns across each of its five businesses. Improved credit quality and
disciplined expense management drove results.
CAPITAL AND RISK MANAGEMENT
The Firm carries forward the commitment to disciplined risk and capital
management that was the hallmark of both predecessor firms. Shareholder Value
Added ("SVA") remains a critical performance metric for each line of business.
Chase's position as the No. 1 arranger of syndicated loans and J.P. Morgan's
leadership in credit derivatives and structured finance help make the Firm a
leader in credit risk management. The Firm's commercial lending and counterparty
credit exposures as of December 31, 2000 were approximately 67% investment grade
and were well-diversified by industry and geography. Nonperforming assets of
$1.9 billion increased slightly, and net charge-offs of $2.47 billion for the
managed loan portfolio declined by 10% from 1999 levels. JPMorgan Chase's market
risk discipline combines elements from both predecessor firms, drawing on
Value-at-Risk ("VAR") and stress testing.
PERFORMANCE OUTLOOK
JPMorgan Chase is committed to capturing the value of the merger through close
management of the integration process and focus on performance goals.
The integration is progressing rapidly and well. The senior management team was
appointed when the merger was announced, and, as of December 31, 2000, more than
1,700 positions had been selected. Client response to the integrated
capabilities of the Firm has been very favorable. By January 2001, all major
systems selections had been made, and major systems conversions are expected to
be completed by year-end 2001.
JPMorgan Chase currently expects to realize $3 billion in pre-tax merger
synergies: $2 billion in reduced annual expenses resulting from the elimination
of overlapping or duplicated functions and $1 billion in incremental revenues
net of related expenses expected from the combination of the predecessor firms'
client and product capabilities. Approximately one-third of these synergies are
expected to be realized in 2001 and the remainder by the end of 2002, with the
full effect in the run-rate in 2003.
With its global wholesale capabilities now in place, the Firm expects expense
growth to slow significantly. Cash operating expenses for JPMorgan Chase in 2001
are targeted to be the same as pro forma 2000 expenses (which assumes that the
purchase of Flemings occurred at the beginning of 2000). The Firm has defined
the following long-term performance goals:
> Cash return on average common equity of 20% to 25%
> Annual cash earnings per share growth rate of 15%
> Annual growth in operating revenue of 10% to 12%
JPMORGAN CHASE Annual Report 2000 24
<PAGE> 23
MANAGEMENT PERFORMANCE MEASUREMENTS
OPERATING BASIS
Operating results exclude the impact of merger and restructuring costs, credit
card securitizations, and nonrecurring gains and losses (special items). Special
items are viewed by management as transactions that are not part of the Firm's
normal daily business operations or are unusual in nature, thereby hindering
management's analysis of trends. For example, special items include gains or
losses on sales of significant nonstrategic assets. In 2000, management
generally defined nonrecurring revenues or expenses in excess of $50 million as
special items.
Periodically, JPMorgan Chase securitizes a portion of its credit card portfolio
by selling a pool of credit card receivables to a trust, which issues securities
to investors. When credit card receivables are securitized, the Firm ceases to
accrue interest and credit costs on the receivables and, instead, receives net
fee revenue for continuing to service those receivables. As a result,
securitization does not affect the Firm's reported and operating net income;
however, it does affect the classification of items in the Consolidated
Statement of Income. The impact of securitizations is excluded from operating
revenues and credit costs.
CASH OPERATING EARNINGS
Cash operating earnings are defined as operating earnings excluding the impact
of amortization of goodwill and certain other intangibles ("amortization of
intangibles"). Cash operating earnings provide management with a better
indicator of each business' return on cash equity invested.
SHAREHOLDER VALUE ADDED
SVA is JPMorgan Chase's primary performance measure of its businesses. SVA
measures the return generated by each business unit above a capital charge of
13%, which was Chase's proxy for the after-tax return required by its
shareholders for the use of their capital. For example, if new capital can be
employed over time at a return in excess of 13% or if activities or assets that
do not return 13% on capital can be eliminated, SVA will increase. SVA measures
the dollar benefit (or cost) of employing capital in the business units versus
returning capital to shareholders. Each business unit is measured by its
contribution to long-term growth in SVA. At J.P. Morgan, the charge for capital
varied by business but averaged 10.5%. Management is reassessing the capital
allocation and cost of capital for 2001.
STEP-BY-STEP COMPUTATION OF SVA
The following illustrates how JPMorgan Chase computes its SVA.
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000
- --------------------------------------------------------------------------------
<S> <C> <C>
Operating Earnings $ 5,927
Add Back: Amortization of Intangibles 528
- --------------------------------------------------------------------------------
Cash Operating Earnings 6,455
Less: Preferred Dividends 96
- --------------------------------------------------------------------------------
Adjusted Cash Operating Earnings 6,359
Average Common Equity $ 36,176
Charge for Capital(a) X 13%
- --------------------------------------------------------------------------------
Less: Cost of Capital (4,703)
- --------------------------------------------------------------------------------
SVA $ 1,656
- --------------------------------------------------------------------------------
</TABLE>
(a) The cost of capital used for JPMC was 13%.
The following table provides a reconciliation between JPMorgan Chase's reported
and operating results.
<TABLE>
<CAPTION>
2000 1999
Year Ended December 31,
(in millions, except Reported Credit Special Operating Reported Credit Special Operating
per share data) Results(a) Card(b) Items(c) Basis Results(a) Card(b) Items(c) Basis
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
Revenue $32,934 $ 990 $(1,131) $32,793 $30,930 $ 993 $ (228) $31,695
Cash Expense 20,865 -- -- 20,865 17,643 -- (100) 17,543
Amortization of Intangibles 528 -- -- 528 329 -- -- 329
- ---------------------------------------------------------------------------------------------------------------------------------
Operating Margin 11,541 990 (1,131) 11,400 12,958 993 (128) 13,823
Credit Costs 1,377 990 -- 2,367 1,446 993 -- 2,439
- ---------------------------------------------------------------------------------------------------------------------------------
Income before Restructuring Costs 10,164 -- (1,131) 9,033 11,512 -- (128) 11,384
Merger and Restructuring Costs 1,431 -- (1,431) -- 23 -- (23) --
- ----------------------------------------------------------------------------------------------------------------------------------
Income before Income Tax Expense 8,733 -- 300 9,033 11,489 -- (105) 11,384
Tax Expense 3,006 -- 100 3,106 3,988 -- (37) 3,951
- ----------------------------------------------------------------------------------------------------------------------------------
Net Income $ 5,727 $ -- $ 200 $ 5,927 $ 7,501 $ -- $ (68) $ 7,433
Add Back:
Amortization of Intangibles 528 -- -- 528 329 -- -- 329
- ----------------------------------------------------------------------------------------------------------------------------------
Cash Earnings $ 6,255 $ -- $ 200 $ 6,455 $ 7,830 $ -- $ (68) $ 7,762
- ----------------------------------------------------------------------------------------------------------------------------------
Net Income per Share:
Basic $ 2.99 $ 3.09 $ 3.87 $ 3.83
Diluted 2.86 2.96 3.69 3.65
- ----------------------------------------------------------------------------------------------------------------------------------
Cash Earnings per Share:
Basic $ 3.27 $ 3.38 $ 4.04 $ 4.00
Diluted 3.13 3.23 3.85 3.82
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Represents condensed results as reported in JPMorgan Chase's financial
statements. Cash expense represents total noninterest expense less
amortization of intangibles and merger and restructuring costs.
(b) This column excludes the impact of credit card securitizations. For
securitized receivables, amounts that previously would have been reported as
net interest income and as provision for loan losses instead are reported as
components of noninterest revenue.
(c) Includes merger and restructuring costs and special items. For a description
of special items, see Glossary of Terms on page 98.
25 JPMORGAN CHASE Annual Report 2000
<PAGE> 24
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
LINES OF BUSINESS RESULTS
THE WHOLESALE BUSINESSES WILL BE KNOWN GLOBALLY AS JPMORGAN AND WILL ENCOMPASS
THE INVESTMENT BANK, INVESTMENT MANAGEMENT & PRIVATE BANKING, TREASURY &
SECURITIES SERVICES AND JPMORGAN PARTNERS. THE RETAIL BUSINESSES OF JPMORGAN
CHASE WILL BE KNOWN AS CHASE, CONSISTING OF RETAIL & MIDDLE MARKET FINANCIAL
SERVICES.
[FLOWCHART]
<TABLE>
<CAPTION>
JPMorgan Chase
- ---------------------------------------------------------------------------------------------------------------------------------
JPMorgan is the brand name. Chase is the brand name.
- ----------------------------------------------------------------------------------------------- -----------------------------
Investment Treasury & Retail &
Investment Management Securities JPMorgan Middle Market
Bank & Private Banking Services Partners Financial Services
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Product Type: Businesses: Businesses: > Private Equity Businesses:
> Strategic Advisory > Investment > Treasury Services Investments > Cardmember Services
> Equity & Bond Management > Investor Services > Regional Banking Group
Underwriting > Private Banking > Institutional Trust > Home Finance
> Loan Syndications Services > Diversified Consumer
> Corporate Lending Services
> Proprietary Investing > Middle Markets*
> Treasury
> Market Making
</TABLE>
*JPMorgan is the brand name for Middle Markets.
The table below provides summary financial information on a cash operating basis
for the five major business segments. The discussion that follows the table
focuses on business unit profile and performance within each of these business
segments. See Note 29 for further information about JPMorgan Chase's five
business segments.
- --------------------------------------------------------------------------------
LINES OF BUSINESS RESULTS
<TABLE>
<CAPTION>
INVESTMENT INVESTMENT MANAGEMENT TREASURY &
BANK & PRIVATE BANKING SECURITIES SERVICES
Year Ended December 31, Over/(Under) Over/(Under) Over/(Under)
(in millions, except ratios) 2000 1999 2000 1999 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue $ 15,748 16% $ 3,298 35% $ 3,554 12%
Cash Expense 10,012 29 2,431 26 2,476 7
Cash Operating Earnings 3,528 -- 586 80 693 25
Average Common Equity 17,089 (1) 3,168 121 2,729 (6)
Average Managed Assets 474,477 4 30,643 46 16,054 (3)
Shareholder Value Added 1,380 (2) 177 7 335 102
Cash ROCE 20.4% 30bp 18.2% (420)bp 25.2% 660bp
Cash Overhead Ratio 64 700 74 (500) 70 (300)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Column includes support units and the effects remaining at the corporate
level after the implementation of management accounting policies.
NM- Not meaningful.
bp- Denotes basis points; 100 bp equals 1%.
JPMORGAN CHASE Annual Report 2000 26
<PAGE> 25
The Firm's business lines were realigned to reflect the manner in which
financial information is evaluated by management. For instance, the Investment
Bank now includes the capital markets, trading and corporate finance units of
the Firm. JPMorgan Chase's lines of business are segmented based on the products
and services provided or the type of customer serviced.
The current presentation of lines of business results is based on capital
allocation methodologies that existed at each predecessor institution. For
purposes of this presentation, the cost of capital applied is 13% for
consolidated JPMorgan Chase. An integrated economic capital methodology,
including determination of the amount and cost of capital, is being developed
and will be implemented in 2001. Restatements will occur in future periods to
reflect further alignment of management accounting policies.
Both heritage organizations allocated equity based primarily on three risk
factors. The methodologies quantified credit, market and operational risks
within each business unit and assigned capital accordingly. The underlying
approaches to credit, market and operational risk measurement are further
described on page 43.
Capital charges also were assessed against business units for certain non-risk
factors. Businesses were assessed capital equal to 100% of any goodwill or
certain other intangibles generated through acquisitions in order to create
accountability for the use of that capital. Additionally, Chase charged a
"leverage capital tax" against managed assets and some off-balance sheet
instruments, whereas J.P. Morgan assessed a charge to businesses based on
balance sheet usage. For both heritage firms, these assessments recognized that
certain minimum regulatory capital ratios must be maintained.
Taken together, the capital elements and resultant capital charges to business
units provide the businesses with the financial framework to evaluate the
trade-off between the use of capital by the business versus its return to the
shareholders. The capital charges are an integral part of the SVA measurement
for each line of business.
- --------------------------------------------------------------------------------
DIVERSIFICATION OF BUSINESSES
2000 OPERATING REVENUES
[2000 OPERATING REVENUES PIE CHART]
Investment Bank 47%
Retail & Middle Market Financial Services 30%
Investment Management & Private Banking 10%
Treasury & Securities Services 11%
JPMorgan Partners 2%
2000 CASH OPERATING EARNINGS
[2000 CASH OPERATING EARNINGS PIE CHART]
Investment Bank 52%
Retail & Middle Market Financial Services 25%
Investment Management & Private Banking 9%
Treasury & Securities Services 10%
JPMorgan Partners 4%
LINES OF BUSINESS RESULTS (CONTINUED)
<TABLE>
<CAPTION>
RETAIL & MIDDLE MARKET OPERATING RESULTS OPERATING RESULTS
FINANCIAL SERVICES EXCLUDING JPMP(a) JPMORGAN PARTNERS INCLUDING JPMP
Over/(Under) Over/(Under) Over/(Under) Over/(Under)
2000 1999 2000 1999 2000 1999 2000 1999
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 10,047 1% $ 32,000 12% $ 793 (74)% $ 32,793 3%
5,226 4 20,476 19 389 24 20,865 19
1,728 3 6,180 3 269 (85) 6,455 (17)
8,074 4 28,295 5 7,881 33 36,176 10
146,487 12 682,100 7 13,480 38 695,580 7
661 2 2,342 3 (686) NM 1,656 (51)
21.2% (10)bp 21.6% (20)bp 3.2% (2,650)bp 17.6% (560)bp
52 100 64 400 49 3,900 64 900
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
27 JPMORGAN CHASE Annual Report 2000
<PAGE> 26
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
INVESTMENT BANK
> STRATEGIC ADVISORY
> EQUITY & BOND UNDERWRITING
> LOAN SYNDICATIONS
> CORPORATE LENDING
> PROPRIETARY INVESTING
> TREASURY
> MARKET MAKING
(DERIVATIVES, FOREIGN EXCHANGE AND SECURITIES)
THE INVESTMENT BANK IS A GLOBAL LEADER IN PROVIDING CAPITAL MARKETS AND
STRATEGIC ADVISORY SERVICES AND PRODUCTS. WITH CASH OPERATING EARNINGS OF $3.5
BILLION, IT IS ONE OF THE MOST PROFITABLE INVESTMENT BANKING FRANCHISES IN THE
WORLD. ITS MISSION IS TO BE THE PREEMINENT INVESTMENT BANK WORLDWIDE.
BUSINESS PROFILE
JPMorgan is a leading investment bank that meets the critical financial needs of
corporations, financial institutions, governments and institutional investors
around the world. The Firm advises on corporate strategy and structure, raises
capital, makes markets in financial instruments and offers sophisticated risk
management services. This powerful franchise was created through combining the
investment banking expertise and specialization of five financial institutions -
J.P. Morgan, Chase, H&Q, Flemings and Beacon.
At the center of the investment banking business is its corporate and
institutional client relationships. Client coverage and sales and trading
professionals coordinate marketing, origination and distribution activities for
the Firm's full range of products and services. The Investment Bank's activities
are conducted along three axes: clients, products and regions. The Firm matches
client coverage in each region with global product and industry execution
capabilities.
2000 HIGHLIGHTS
> ACQUISITIONS OF FLEMINGS AND BEACON
> OPERATING REVENUES INCREASED 16% FROM 1999
> INVESTMENT BANKING FEES ROSE 23% FROM 1999
> CASH RETURN ON COMMON EQUITY OF 20.4%
In partnership with clients, advisory professionals analyze and implement
strategic alternatives, including mergers, acquisitions, privatizations and
changes in clients' capital structures to help clients meet their strategic
goals. The Investment Bank's advisory services in 2000 ranked fourth in
completed worldwide M&A transactions.
The Investment Bank's capital markets activities are composed of underwriting,
market making, risk management, sales and research across equity, debt, interest
rate, foreign exchange and commodity markets. From the Firm's leading positions
in major financial markets, it is able to help issuer clients execute their
strategies by raising debt and equity capital in both public and private markets
and by assisting clients in managing their exposures.
The Investment Bank is a leading underwriter of both debt and equity securities.
In 2000, the Firm ranked as one of the top five underwriters of aggregate global
debt, equity and equity-related issues, with a combined 9% market share, and was
one of only two firms in the top five to increase market share. In U.S.
syndicated loans, the Investment Bank continued to be the market leader, with a
commanding market share of 34%.
As a market maker, the Investment Bank acts as both principal and agent to
facilitate clients' transactions in exchange-listed and over-the-counter
securities, derivatives and foreign exchange contracts. JPMorgan Chase holds
global leadership positions
LEAGUE TABLE RANKINGS
> NO. 1 IN U.S. SYNDICATED LOANS WITH 34% MARKET SHARE
(Thomson Financial Securities Data)
> NO. 2 IN U.S. INVESTMENT GRADE BOND UNDERWRITING
(Thomson Financial Securities Data)
> NO. 2 IN FOREIGN EXCHANGE MARKET SHARE
(Euromoney, May 2000)
> NO. 4 IN WORLDWIDE M&A ADVISORY; COMPLETED TRANSACTIONS
(Thomson Financial Securities Data)
> NO. 5 IN HIGH-YIELD BOND UNDERWRITING
(Thomson Financial Securities Data)
> NO. 6 IN U.S. EQUITY OFFERINGS
(Thomson Financial Securities Data)
> INTEREST RATE DERIVATIVE HOUSE OF THE YEAR
(IFR, Review of the Year)
> BEST OVERALL DERIVATIVE DEALER
(Derivative Strategy, January 2001)
JPMORGAN CHASE Annual REPORT 2000 28
<PAGE> 27
DIVERSIFICATION OF REVENUES BY AXIS
OPERATING REVENUE BY CATEGORY(a)
[OPERATING REVENUE BY CATEGORY PIE CHART]
Investment Banking Fees 27%
Net Interest Income 16%
Fees and Commissions 10%
Other Revenue 5%
Trading-Related Revenue 42%
(a) The Investment Bank products are recorded in the above revenue categories.
OPERATING REVENUE BY INDUSTRY(a)
[OPERATING REVENUE BY INDUSTRY PIE CHART]
Energy 8%
Technology 10%
Financial Institutions 23%
Media & Telecommunications 18%
Other(b) 36%
Governments 5%
(a) Reflects client revenue by industry.
(b) Includes all other industries that are less than 5% of total revenue.
OPERATING REVENUE BY REGION
[OPERATING REVENUE BY REGION PIE CHART]
Europe, Middle East & Africa 32%
North America 53%
Asia & Pacific 11%
Latin America 4%
across these markets. For example, the Firm maintained an estimated 25% market
share of outstanding notional amounts of interest rate derivatives; ranked
second in foreign exchange contracts; and had leading market share positions in
credit and equity derivatives. In futures and options brokerage, the Investment
Bank continues to hold strong market share positions on the world's major
exchanges.
The Investment Bank is committed to meeting the critical financial needs of
issuer and investor clients.
INVESTMENT BANK
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31, Over/(Under)
(in millions, except ratios) 2000 1999
- -----------------------------------------------------------------------------
<S> <C> <C>
Trading-Related Revenue $ 6,672 3%
Investment Banking Fees 4,288 23
Net Interest Income 2,457 (1)
Fees and Commissions 1,547 39
All Other Revenue 784 NM
--------
Operating Revenue 15,748 16
Compensation Expense 6,544 32
Noncompensation Expense 3,468 24
--------
Cash Expense 10,012 29
Cash Operating Earnings $ 3,528 -- %
========
Average Common Equity $ 17,089 (1)%
Average Assets 474,477 4
Shareholder Value Added 1,380 (2)
Cash ROCE 20.4% 30bp
Cash Overhead Ratio 64 700
- -----------------------------------------------------------------------------
</TABLE>
NM- Not meaningful.
bp- Denotes basis points; 100 bp equals 1%.
FINANCIAL HIGHLIGHTS
The Investment Bank had operating revenues of $15.7 billion in 2000, an increase
of 16% from 1999. On a pro forma basis, including the acquisitions of Flemings
and H&Q for both full-years 2000 and 1999 ("pro forma for Flemings and H&Q"),
revenues were up 10%.
Investment banking fees rose 23% to a record $4.29 billion, driven by gains in
both advisory and underwriting revenues and the inclusion of results from
Flemings and H&Q. The strong momentum from advisory activities continued
throughout 2000, although market activity slowed toward the end of the year.
Advisory fees increased 49% from 1999 to $1.5 billion led by strong results
within the technology and media & telecommunications sectors. Underwriting
revenues grew 13% in 2000 to $2.8 billion. Equity underwriting revenues soared
nearly 180% in 2000, primarily resulting from the H&Q acquisition, which further
advanced the equity underwriting franchise into the fast-growing healthcare and
technology-related industries. Pro forma for Flemings and H&Q, equity
underwriting revenues increased 30%. Fees from debt underwriting decreased 12%
from the prior year to $2.0 billion, reflecting difficult market conditions for
the high-yield market during the second half of 2000.
Trading revenues (including related net interest income) rose 3% to $6.67
billion reflecting gains across most products. Equity trading revenues increased
48%, driven by gains in equity derivatives and the inclusion of Flemings and
H&Q.
Fees and commissions revenue increased 39% to $1.5 billion, driven by higher
equity brokerage commissions from higher market volumes as well as greater
market share due, in part, to acquisitions.
Cash operating expenses for the Investment Bank rose for the year. The increases
in expenses were primarily due to the buildup of the investment banking platform
and the inclusion of Flemings and H&Q in the current period. Also contributing
to higher expenses were increased incentive costs, driven by revenue growth and
acquisition-related compensation commitments to retain key executives. Pro forma
for Flemings and H&Q, cash operating expense increased 18%.
Cash operating earnings of $3.53 billion for the full-year 2000 were flat, when
compared with 1999.
The Investment Bank has targeted a cash overhead ratio of 60% by year-end 2001,
assuming financial markets activity in 2001 at levels only moderately higher
than in 2000. The Investment Bank intends to reduce its expenses in 2001 from
pro forma 2000 expenses (assumes the purchase of Flemings at the beginning of
2000), primarily as a result of reductions in headcount and incentive
compensation.
29 JPMORGAN CHASE Annual Report 2000
<PAGE> 28
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
INVESTMENT MANAGEMENT & PRIVATE BANKING
> INVESTMENT MANAGEMENT
> PRIVATE BANKING
THE INVESTMENT MANAGEMENT & PRIVATE BANKING BUSINESSES ARE LEADERS IN THE
INDUSTRY WITH $638 BILLION IN GLOBAL ASSETS UNDER MANAGEMENT, NEARLY 9,000
PROFESSIONALS WORLDWIDE, AND A LOCAL PRESENCE IN MORE THAN 20 CITIES IN THE U.S.
AND IN 36 COUNTRIES.
BUSINESS PROFILE
INVESTMENT MANAGEMENT
For more than 150 years, JPMorgan Fleming Asset Management (the worldwide name
for Investment Management) has provided investment services to clients and,
importantly, expanded its capabilities to include a full range of asset classes.
Clients have access to a mix of products and services, from traditional cash
management and equity and fixed income investments to alternative asset classes
such as private equity and real estate. Investment management and research are
performed on a global scale. The acquisition of Flemings has expanded market
reach in Asia and Europe and added further investment capability in
international equities. Client channels are balanced across public and private
institutions and retail and high net worth investors, largely through financial
intermediaries. Global scale, a broad array of asset class capabilities,
commitment to client service and strong focus on investment performance position
JPMorgan Fleming Asset Management among the industry leaders.
PRIVATE BANKING
This is the largest private bank in the U.S. and the second largest worldwide,
with more than $320 billion in client assets. The strategy focuses on customized
and integrated delivery of solutions covering the spectrum of client needs, from
banking and planning to structuring and investments. Multidisciplinary teams of
specialists are mobilized to help clients meet their objectives. The Private
Bank has depth and quality of offerings, which include core proprietary and
third-party solutions.
FINANCIAL HIGHLIGHTS
Investment Management & Private Banking had operating revenues of $3.30 billion,
compared with $2.44 billion in 1999, primarily due to the acquisitions of
Flemings and H&Q. Pro forma for Flemings and H&Q, Private Banking revenues rose
20%, led by strong commission revenues and structuring fees in the first half of
the year. Investment Management revenues on a pro forma basis increased 14% from
1999. For the year, cash pre-tax margin improved to 26% from 21% in 1999.
Pre-tax margin represents the percentage of cash operating income before taxes
to total operating revenue.
Cash operating expenses of $2.43 billion for the year also reflect the impact of
Flemings and H&Q. Cash operating earnings were $586 million for the year. On a
pro forma basis, cash expenses grew by 10% and cash operating earnings increased
50% from 1999.
Assets under management within Investment Management & Private Banking stood at
$638 billion as of December 31, 2000, up from $543 billion at the end of 1999,
primarily due to the acquisition of Flemings. This excludes assets managed
within JPMorgan Chase's other lines of business and assets attributable to the
JPMorgan Chase's 45% stake in American Century.
OPERATING REVENUES BY KEY BUSINESSES 2000(a)
[OPERATING REVENUES BY KEY BUSINESSES 2000 PIE CHART]
Investment Management 39%
Private Banking 61%
(a) Pro forma for Flemings and H&Q, Private Banking and Investment Management
revenues were 53% and 47%, respectively.
2000 HIGHLIGHTS
> ACQUISITION OF FLEMINGS EXPANDED MARKET REACH IN ASIA AND EUROPE
> SIGNIFICANT IMPROVEMENT IN PRE-TAX MARGIN, UP FROM 21% TO 26%
> INCREASE OF 32% IN REPORTED PRIVATE BANKING REVENUES
INVESTMENT MANAGEMENT & PRIVATE BANKING
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31, Over/(Under)
(in millions, except ratios) 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
Fees and Commissions $ 2,248 29%
Net Interest Income 597 18
Trading-Related Revenue 223 201
All Other Revenue 193 84
Investment Banking Fees 37 --
-------
Operating Revenue 3,298 35
Compensation Expense 1,372 37
Noncompensation Expense 1,059 15
-------
Cash Expense 2,431 26
Cash Operating Earnings $ 586 80%
=======
Average Common Equity $ 3,168 121%
Average Assets 30,643 46
Shareholder Value Added 177 7
Cash ROCE 18.2% (420)bp
Cash Overhead Ratio 74 (500)
- --------------------------------------------------------------------------------
</TABLE>
bp- Denotes basis points; 100 bp equals 1%.
JPMORGAN CHASE Annual Report 2000 30
<PAGE> 29
TREASURY & SECURITIES SERVICES
> TREASURY SERVICES
> INVESTOR SERVICES
> INSTITUTIONAL TRUST SERVICES
TREASURY & SECURITIES SERVICES MAINTAINS A LEADERSHIP FRANCHISE IN PROVIDING
VALUE-ADDED INFORMATION AND TRANSACTION PROCESSING SERVICES TO A GLOBAL CLIENT
BASE OF FINANCIAL INSTITUTIONS, LARGE AND MIDDLE-MARKET COMPANIES, AND
GOVERNMENTS.
OPERATING REVENUES BY KEY BUSINESSES 2000
[OPERATING REVENUES BY KEY BUSINESSES 2000 PIE CHART]
Treasury Services 37%
Institutional Trust Services 17%
Investor Services 46%
BUSINESS PROFILE
TREASURY SERVICES
This business unit provides a broad spectrum of treasury and cash management
services to corporations, financial institutions and governmental entities
worldwide. These services include global cash management, multicurrency
payments, trade finance, liquidity and e-commerce solutions that help clients
make payments and manage the efficiency of their cash. With strong positions in
virtually every market served and an extensive global correspondent banking
network, Treasury Services processes more than $1 trillion daily in U.S. dollar
funds transfers. It also has a strong position in Euro clearing, where the Firm
is number two globally and the largest U.S. clearer of the Euro.
INVESTOR SERVICES
Investor Services provides solutions to institutional investors, including
mutual funds, investment managers, pension funds, insurance companies and banks.
As a leading custodian, it holds in trust and custody $6 trillion in assets, of
which $2.3 trillion are global custody assets. Investor Services meets the needs
of institutional investors by providing customized business solutions that
optimize efficiency, enhance revenues and mitigate the risks associated with
global investing. It provides a full range of innovative products and services
to clients, including global and domestic custody, securities lending, cash and
short-term investment products, outsourcing and distribution solutions, and
information delivery.
INSTITUTIONAL TRUST SERVICES
Institutional Trust Services is a global market leader in delivering traditional
corporate trust and related transaction management services, such as structured
finance administration, international securities clearing, collateral
management, settlement services and American depository receipt services. In
addition, Institutional Trust Services provides outsourcing support to a variety
of U.S. and international government agencies. The business, acting as trustee
and as issuing and paying agent for debt securities, services more than $3
trillion in debt worldwide.
FINANCIAL HIGHLIGHTS
Treasury & Securities Services operating revenues for the full-year 2000 were
$3.55 billion, 12% higher than 1999. Broad-based growth of 17% in Investor
Services and Institutional Trust revenues fueled the increase. Treasury Services
revenues increased by 5% in 2000, and were tempered by lower revenues from the
repositioned trade business.
Expenses rose more slowly than revenues, primarily reflecting expense reductions
in Treasury Services. Total cash operating expenses rose 7% from last year,
resulting in significant margin improvements and cash operating earnings growth
of 25% to $693 million.
Management expects similar revenue growth trends in 2001. Expense management
will continue, and management has targeted to reach a cash overhead ratio, over
time, in the mid-60% range.
2000 HIGHLIGHTS
> CASH OPERATING EARNINGS INCREASED BY 25%
> OPERATING REVENUE INCREASED BY 12%
> CASH OVERHEAD RATIO IMPROVED TO 70%
TREASURY & SECURITIES SERVICES
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31, Over/(Under)
(in millions, except ratios) 2000 1999
- -------------------------------------------------------------------------------
<S> <C> <C>
Fees and Commissions $ 1,939 12%
Net Interest Income 1,391 12
All Other Revenue 224 13
-------
Operating Revenue 3,554 12
Compensation Expense 1,062 7
Noncompensation Expense 1,414 8
-------
Cash Expense 2,476 7
Cash Operating Earnings $ 693 25%
=======
Average Common Equity $ 2,729 (6)%
Average Assets 16,054 (3)
Shareholder Value Added 335 102
Cash ROCE 25.2% 660bp
Cash Overhead Ratio 70 (300)
</TABLE>
bp- Denotes basis points; 100 bp equals 1%.
31 JPMORGAN CHASE Annual Report 2000
<PAGE> 30
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
JPMORGAN PARTNERS
DURING ITS 17-YEAR HISTORY, JPMORGAN PARTNERS HAS PRODUCED STRONG FINANCIAL
RETURNS, OVER MULTIPLE BUSINESS CYCLES AND VARYING CONDITIONS IN THE DEBT AND
EQUITY MARKETS, AND IS RECOGNIZED AS ONE OF THE MOST SUCCESSFUL PRIVATE EQUITY
ORGANIZATIONS IN THE WORLD.
BUSINESS PROFILE
JPMorgan Partners ("JPMP") serves as JPMorgan Chase's principal vehicle for
private equity investing. It provides equity and mezzanine capital financing to
companies throughout the business development life cycle. With more than 150
investment professionals, JPMP is a global organization investing directly in
companies in over 30 countries through its seven offices and 13 strategic
relationships.
As of year-end, JPMorgan Partners managed $24 billion of funds of JPMorgan Chase
and third-party client investments that included over 1,200 direct equity and
mezzanine investments, investments in other funds, and investments in
alternative products such as hedge funds, managed futures, leveraged loans and
high-yield bonds.
JPMorgan Partners strives to be partner of choice when providing capital
financing. Its extensive global network of strategic relationships complements
its existing base of investment professionals. Together, they provide JPMP with
the knowledge, experience and resources that are used to consider investments in
a wide variety of industries and geographic regions.
Since inception in 1984, JPMorgan Partners has invested in more than 1,800
direct equity and mezzanine transactions. Investments of this type have
generated realized capital gains with cash-on-cash internal rates of return in
excess of 40% (excluding expenses and taxes).
FINANCIAL HIGHLIGHTS
JPMorgan Partners' initial direct investments (on behalf of JPMorgan Chase) are
predominately in private companies. Some of these companies go public to raise
financing or to provide an exit strategy for their private investors. Private
investments, which constituted 84% of the carrying value of the portfolio (at
year-end), generally are carried at cost, which approximates fair value. The
remaining 16% of the portfolio is invested in companies that now are public.
Public companies are carried at fair value, which incorporates discounts from
quoted market value.
2000 HIGHLIGHTS
> PRIVATE EQUITY REALIZED CASH GAINS GREW 21% TO A RECORD $2.04 BILLION
> PRIMARILY AS THE RESULT OF UNREALIZED LOSSES DUE TO THE MARKET'S PERFORMANCE,
PRIVATE EQUITY GAINS DECLINED $2.15 BILLION
> INVESTMENT PACE INCREASED 38% TO $3.1 BILLION
JPMorgan Partners recognized private equity gains of $988 million in 2000. These
results reflect both the continued growth in realized cash gains consistent with
the increasing investment pace over the last five years and the negative impact
of the downward movement of the public equity markets, particularly in the
second half of the year, which created unrealized declines in the carrying value
of the portfolio.
JPMorgan Partners manages its business on a cash multiple and internal rate of
return basis. In 2000, realized cash gains grew 21% to a record $2.04 billion,
primarily as a result of sales of direct investments in companies that JPMorgan
Partners had financed in prior years. The global diversification of JPMP's
private equity portfolio is reflected by the more than 300 investments across
seven major industry groups and four major geographic regions that comprised the
realized cash gains generated in 2000.
JPMORGAN PARTNERS
REALIZED CASH GAINS
(in millions)
[REALIZED CASH GAINS BAR CHART]
<TABLE>
<S> <C> <C>
CAGR = 20%
1996 $ 984
1997 1,162
1998 1,355
1999 1,682
2000 2,041
</TABLE>
The downward movement in the public equity markets in 2000 was primarily
responsible for the $1.05 billion decline in the unrealized carrying value of
the portfolio. This decline was most significant in the NASDAQ market and most
notably affected investments in public companies in the telecommunications and
technology sectors. Many of these same investments
JPMORGAN PARTNERS
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31, Over/(Under)
(in millions, except ratios) 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
Private Equity:
Realized Gains $ 2,041 21%
Unrealized Gains (Losses) (1,053) NM
Net Interest Income (306) --
Fees and Commissions 86 126
All Other Revenue 25 (58)
-------
Operating Revenue 793 (74)
Compensation Expense 169 (3)
Noncompensation Expense 220 58
-------
Cash Expense 389 24
Cash Operating Earnings $ 269 (85)%
=======
Average Common Equity $ 7,881 33%
Average Assets 13,480 38
Shareholder Value Added (686) NM
Cash ROCE 3.2% (2,650)bp
Cash Overhead Ratio 49 3,900
- --------------------------------------------------------------------------------
</TABLE>
NM- Not meaningful.
bp- Denotes basis points; 100 bp equals 1%.
JPMORGAN CHASE Annual Report 2000 32
<PAGE> 31
contributed to the $1.46 billion of unrealized gains recorded in 1999. Despite
the decline in market valuations, the public equities portfolio maintained a
quoted public value of $2.6 billion, as of year-end, which is 2.7 times its
original cost.
JPMorgan Partners continues to grow as an investment manager of third-party
capital. Of the $24 billion currently under management, approximately $10
billion represents third-party capital. This third-party capital under
management generated $86 million of investment management fee revenue in 2000, a
126% increase over 1999.
JPMorgan Partners' operating earnings decreased in 2000 by 85% to $269 million
because of declines in unrealized valuations in the public equity portfolio.
The Firm believes JPMorgan Partners' private equity investment business will
continue to create value for the Firm, making substantial contributions to its
earnings over time. Given the volatile nature of the NASDAQ market in
particular, JPMP's reported gains may include significant unrealized valuation
adjustments, both favorable and unfavorable, for any given period. The Firm
makes no assumptions about the unrealized gains or losses that may be
experienced by the JPMP portfolio. However, JPMorgan Chase management believes
that it is reasonable to target realized cash gains of JPMP for 2001 to be
consistent with cash realized gains in 2000. The Firm does not intend to spin
off JPMP as a separate entity nor to issue a separate tracking security.
TOP 10 REALIZED GAINS/LOSSES IN 2000(a)
(in millions)
<TABLE>
<CAPTION>
COMPANY REALIZED GAINS
- --------------------------------------------------------------------------------
<S> <C>
Triton Cellular Partners $306
Seat Us Holdings, LLC 169
Ace Insurance 88
Patagon.com 73
Cobalt Networks, Inc. 67
XL Capital 62
Praecis Pharmaceuticals, Inc. 61
ONI Systems Corp. 52
ITXC Corporation 47
Chromatis Networks, Inc. 45
- --------------------------------------------------------------------------------
TOTAL $970
================================================================================
</TABLE>
(a) The combined cash-on-cash internal rate of return on the ten investments
above exceeded 300%. The largest realized loss recognized in 2000 was $29
million related to Mariner Post-Acute Network, Inc. There were no other
realized losses over $25 million.
The Firm intends to commit up to $2 billion of its own capital for investment by
JPMP in 2001 and commit at least $1.5 billion of its own capital to JPMorgan
Partners in each of the following four years.
JPMP INVESTMENT PORTFOLIO
<TABLE>
<CAPTION>
December 31, 2000 (in millions) CARRYING VALUE COST
- --------------------------------------------------------------------------------
<S> <C> <C>
Public Securities (220 Companies)(a)................. $ 1,859 $ 967
Private Direct Securities (1,002 Companies).......... 7,538 7,480
Private Fund Investments (328 Funds)(b).............. 2,362 2,379
- --------------------------------------------------------------------------------
Total Investment Portfolio....................... $11,759 $10,826
================================================================================
</TABLE>
(a) Quoted public value was $2,587 million at December 31, 2000, which was 2.7
times original cost.
(b) In addition, at December 31, 2000, JPMP had $2,508 million of unfunded
commitments to these private equity funds.
PUBLIC SECURITIES INVESTMENTS AT DECEMBER 31, 2000(a)
(dollars and shares in millions)
<TABLE>
<CAPTION>
QUOTED
SYMBOL SHARES PUBLIC VALUE COST
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Triton PCS Holdings, Inc. TPCS 21.8 $ 739 $ 96
Telecorp PCS TLCP 11.4 256 8
American Tower Corp. AMT 5.8 218 15
Fisher Scientific FSH 3.0 109 27
Praecis Pharmaceuticals, Inc. PRCS 3.1 90 20
Edison Schools, Inc. EDSN 2.7 84 21
ONI Systems Corp. ONIS 1.8 72 2
DDI Group DDIC 2.5 69 18
Guitar Center Inc. GTRC 5.0 57 54
Crown Media Holdings, Inc. CRWN 2.7 56 40
- --------------------------------------------------------------------------------------
Top 10 Public Securities $1,750 $301
Other Public Securities (210 Companies) 837 666
- --------------------------------------------------------------------------------------
Total Public Securities (220 Companies) $2,587 $967
- --------------------------------------------------------------------------------------
</TABLE>
(a) Publicly traded positions only.
JPMP'S DIVERSIFIED DIRECT EQUITY PORTFOLIO BY INDUSTRY GROUP
% carrying value as of December 31, 2000
1,222 PORTFOLIO COMPANIES
[JPMP'S DIVERSIFIED DIRECT EQUITY PORTFOLIO BY INDUSTRY GROUP PIE CHART]
Technology 13%
Industrial Growth 24%
Media / Telecommunications 31%
Consumer Retail and Services 11%
Life Sciences and Healthcare Infrastructure 8%
Financial Services 7%
Real Estate 6%
33 JPMORGAN CHASE Annual Report 2000
<PAGE> 32
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
RETAIL & MIDDLE MARKET FINANCIAL SERVICES
> CARDMEMBER SERVICES
> REGIONAL BANKING GROUP
> HOME FINANCE
> DIVERSIFIED CONSUMER SERVICES
> MIDDLE MARKETS
RETAIL & MIDDLE MARKET FINANCIAL SERVICES SERVES MORE THAN 30 MILLION CUSTOMERS,
SMALL BUSINESSES AND MIDDLE MARKET COMPANIES ACROSS THE U.S., OFFERING A FULL
RANGE OF FINANCIAL PRODUCTS AND SERVICES THROUGH A WIDE ARRAY OF DISTRIBUTION
CHANNELS.
CASH OPERATING EARNINGS BY KEY BUSINESSES 2000
[CASH OPERATING EARNINGS BY KEY BUSINESSES 2000 PIE CHART]
Middle Markets 15%
Diversified Consumer Services 6%
Home Finance 19%
Cardmember Services 29%
Regional Banking Group 31%
BUSINESS PROFILE
Retail & Middle Market Financial Services aims to build strong relationships and
provide financial solutions that meet customers' unique needs.
CARDMEMBER SERVICES
Cardmember Services is the fifth largest credit card issuer in the U.S.,
servicing more than 20 million accounts. The business unit has co-branded
relationships with significant partners, including Continental Airlines, Shell
Oil, Toys "R" Us and Wal-Mart. Its joint venture with First Data Corporation is
the largest merchant processor, with annual servicing volume in excess of $170
billion. In 2000, Cardmember Services focused on deepening its relationships
with cardholders and expanding its customer base. It opened a record 3 million
new accounts during 2000 and ended the year with managed receivables exceeding
$36 billion. Cardmember Services provides both consumer and commercial products.
REGIONAL BANKING GROUP
The Regional Banking Group ("RBG") serves 2.8 million consumers and 300,000
small businesses in the tri-state region of New York, New Jersey and Connecticut
as well as in Texas. Total client assets of $97 billion included more than $62
billion in deposits and nearly $35 billion of investment assets. In the
tri-state region, RBG has the leading market share of primary relationships with
consumers and small businesses.
In the consumer market, RBG provides banking and investment services, credit and
insurance sales to retail and affluent customers. RBG also is a leading provider
of financial services to small businesses and professionals and has received
awards from the Small Business Administration for lending leadership in the New
York region.
RBG's products and services are distributed through a network that includes 541
branches, 1,900 proprietary ATMs, retail telephone centers and Internet services
such as Chase Online Banking.
2000 HIGHLIGHTS
> STRONG EARNINGS GROWTH IN REGIONAL BANKING
> CONTINUED IMPROVEMENT IN CREDIT QUALITY
> COMPLETION OF INITIAL PHASE OF BUSINESS RESTRUCTURING - SALE OF NONSTRATEGIC
UNITS
HOME FINANCE
Home Finance ("HF") provides mortgages and related home finance products to
almost 4 million consumers across the U.S. HF is a market leader (top 3 ranking)
in mortgage loan origination and servicing, home equity-loan and -line
origination and manufactured home loan origination. Total loans originated in
2000 were $76 billion, and the total mortgage servicing portfolio at December
31, 2000 was $362 billion, for an increase of 16% from 1999. HF has achieved
impressive volume and market share increases over
RETAIL & MIDDLE MARKET FINANCIAL SERVICES
SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31, Over/(Under)
(in millions, except ratios) 2000 1999
---------------------------------------------------------------
<S> <C> <C>
Net Interest Income $ 6,195 (2)%
Fees and Commissions 3,148 5
All Other Revenue 452 (19)
Securities Gains (Losses) 252 NM
--------
Operating Revenue 10,047 1
Compensation Expense 2,194 5
Noncompensation Expense 3,032 4
--------
Cash Expense 5,226 4
Cash Operating Earnings $ 1,728 3%
========
Average Common Equity $ 8,074 4%
Average Managed Assets 146,487 12
Shareholder Value Added 661 2
Cash ROCE 21.2% (10)bp
Cash Overhead Ratio 52 100
---------------------------------------------------------------
</TABLE>
NM- Not meaningful.
bp- Denotes basis points; 100 bp equals 1%.
JPMORGAN CHASE Annual Report 2000 34
<PAGE> 33
the last five years through a combination of strong internal growth coupled with
targeted acquisitions and joint ventures, thereby taking advantage of ongoing
industry consolidation.
DIVERSIFIED CONSUMER SERVICES
Diversified Consumer Services ("DCS") is the largest bank originator of auto
loans and leases in the U.S. and a leading provider of student loans through its
joint venture with Sallie Mae. DCS also offers discount brokerage services
through Brown & Company, the seventh largest online brokerage firm in the U.S.
In addition, DCS operates a state-of-the-art check processing and image archive
service.
In comparison with last year, revenues from the discount brokerage business
increased by 30%, and average daily trading volume rose by 36% to 47,000 trades.
In 2000, DCS developed and launched several e-commerce initiatives that take
advantage of both business-to-business and business-to-consumer opportunities.
MIDDLE MARKETS
Middle Markets provides financial services, including corporate finance, cash
management, credit and international finance capabilities, to more than 20,000
middle market companies, with annual sales ranging from $3 million to $500
million, and to not-for-profit and public sector entities. The business unit has
consistently been the market leader in the tri-state area for banking services
and is a growing presence in select geographies across the U.S. It is organized
around geographies, industries and products, with a national focus on selected
industries, to enable the delivery of greater value to customers and to provide
profitable growth for the Firm.
FINANCIAL HIGHLIGHTS
Retail & Middle Market Financial Services operating revenues exceeded $10
billion in 2000, an increase of 1% from 1999. Solid growth in deposit volumes
helped produce strong contributions from RBG and Middle Markets. Offsetting this
positive result was the impact of increased funding costs as a result of higher
interest rates on credit businesses (Cardmember Services, Home Finance and
Diversified Consumer Services) and an auto lease residual loss in the first
quarter of 2000. Cash operating earnings for 2000 rose 3% to $1.73 billion and
reflected continued improvement in credit quality in Cardmember Services. During
2000, Retail & Middle Market Financial Services initiated a number of business
reorganizations, most notably the sale of retail operations in Hong Kong and
Panama.
> Cash operating earnings for Cardmember Services in 2000 increased to $489
million, driven by lower credit costs, partially offset by the effect that
higher interest rates (funding costs) had on revenues.
> Financial performance for RBG in 2000 was strong, with revenue growth of 7%
to more than $3 billion. Cash operating earnings were $526 million, an
increase of 24% from the prior year.
> Cash operating earnings for HF in 2000 were a record $315 million, led by
increased mortgage servicing fees.
> As a result of a $100 million decrease in the estimated auto lease residual
value recognized in the 2000 first quarter, DCS' operating revenues and cash
operating earnings declined 6% and 27%, respectively, in 2000, when compared
with 1999.
> In 2000, cash operating earnings for Middle Markets increased by 11% to $254
million, driven by deposit growth and disciplined expense management.
Management has a goal of double-digit cash operating earnings growth for Retail
& Middle Market Financial Services for 2001. In addition to emphasizing revenue
growth, management will continue to identify process changes that improve
service to customers and increase operating efficiencies. In connection with
these improvement efforts, Retail & Middle Market Financial Services will incur
restructuring charges of approximately $90 million for 2001, leading to
approximately $75 million in annual savings, of which only a portion will be
realized in 2001.
<TABLE>
<CAPTION>
2000 Over/(Under) 1999
Cash Cash Cash Cash
Year Ended December 31, Operating Operating Overhead Operating Operating Overhead
(in millions, except ratios) Revenues Earnings Ratio Revenues Earnings Ratio
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cardmember Services $ 3,688 $ 489 36% (1)% 3% 200bp
Regional Banking Group 3,051 526 65 7 24 (300)
Home Finance 1,330 315 59 9 4 300
Diversified Consumer Services 581 95 57 (6) (27) 500
Middle Markets 1,071 254 54 4 11 (200)
Other Consumer Services(a) 326 49 NM NM NM NM
- ----------------------------------------------------------------------------------------------
Total $10,047 $1,728 52% 1% 3% 100bp
- ----------------------------------------------------------------------------------------------
</TABLE>
(a) Primarily includes the results of international consumer businesses that
were sold in 2000. The gains on these sales were not included in operating
results.
NM- Not meaningful.
bp- Denotes basis points; 100 bp equals 1%.
35 JPMORGAN CHASE Annual Report 2000
<PAGE> 34
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
SUPPORT UNITS AND CORPORATE
LABMORGAN
- --------------------------------------------------------------------------------
LabMorgan is the e-finance engine of JPMorgan Chase. LabMorgan's mission is to
find, develop, invest in and help commercialize e-finance opportunities that
will strengthen the Firm's competitive advantages.
LabMorgan seeks e-finance ideas from inside and outside the Firm. LabMorgan
works directly with JPMorgan Chase's five business segments and with external
technology and financial services firms to accelerate the bringing to market
innovative e-finance solutions.
Focused on driving e-commerce strategies across JPMorgan Chase, LabMorgan
identifies opportunities for creating business efficiencies, competitive
customer service and new revenue streams for each line of business.
LabMorgan operates from multiple locations to position itself at the forefront
of e-finance innovation. LabMorgan's headquarters are in New York City, with
other locations in San Francisco, Sydney, Hong Kong, Singapore, Tel Aviv, Tokyo
and Sao Paulo.
LabMorgan manages over 60 e-finance ventures by providing companies with access
to the strengths and scale of the Firm.
ENTERPRISE TECHNOLOGY SERVICES
- --------------------------------------------------------------------------------
Enterprise Technology Services ("E-Tech") is an internal technology service
company. E-Tech manages over 300 business application systems. E-Tech provides
support for line-of-business driven e-commerce infrastructure needs, including
LabMorgan and the employee website, and positions JPMorgan Chase as a leader in
business-driven technology deployment. Specific products and services include
data processing and network services, project management and implementation
services, website and groupware development as well as website hosting to the
Firm's businesses worldwide.
CORPORATE BUSINESS SERVICES
- --------------------------------------------------------------------------------
Corporate Business Services ("CBS") manages the Firm's support services,
including real estate management, human resource operations, procurement and
financial services. CBS' mission is to provide these services to businesses in a
manner which is competitive with comparable third-party providers in terms of
price and service quality. CBS is leveraging the Firm's global scale and is
deploying technology to gain cost-efficiencies. CBS has contributed significant
savings through improved business practices such as consolidation of services,
improved vendor management, use of technology, reduction in demand for services
and outsourcing.
CORPORATE
- --------------------------------------------------------------------------------
Corporate includes the effects remaining at the corporate level after the
implementation of management accounting policies. The results for Morgan Online
also are included in Corporate.
The Firm utilized the internal expense allocation process that existed at both
heritage organizations. These allocation processes aligned the cost of each of
its operational and staff support services, such as those listed above, with the
respective revenue-generating businesses. This allows management to evaluate
business performance on a fully allocated basis.
For 2000, Corporate and the other support units had a cash operating loss of
$349 million, compared with a cash operating loss of $102 million in 1999. Prior
periods have been restated to reflect refinements in management reporting
policies or changes to the management organization.
JPMORGAN CHASE Annual Report 2000 36
<PAGE> 35
RESULTS OF OPERATIONS
The following section provides a discussion of JPMorgan Chase's results of
operations as reported in its financial statements as well as on an operating
basis. The differences between the amounts presented in the following tables
within this section and the amounts shown on the Consolidated Statement of
Income are the treatment of revenues from credit card securitizations, the
exclusion of those transactions that are classified as special items and the
reclassification of trading-related net interest income ("NII") to trading
revenue. See page 25 for a further discussion of operating basis.
REVENUES
<TABLE>
<CAPTION>
PRO FORMA(a)
Over/(Under)
Year Ended December 31, (in millions) 2000 1999 2000
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUES:
Investment Banking Fees $ 4,362 24% $ 4,486
Trading Revenue (Including Trading NII) 7,006 5 7,092
Fees and Commissions 8,879 17 9,702
Private Equity - Realized Gains 2,051 21 2,051
Private Equity - Unrealized Gains (Losses) (1,036) NM (1,036)
Securities Gains (Losses) 229 NM 229
Other Revenue 1,148 34 1,276
Net Interest Income (Excluding Trading NII) 10,154 -- 10,240
- ----------------------------------------------------------------------------------------------------
TOTAL OPERATING REVENUE $ 32,793 3% $ 34,040
- ----------------------------------------------------------------------------------------------------
</TABLE>
(a) Pro forma revenue assumes that the purchase of Flemings occurred at the
beginning of 2000.
NM- Not meaningful.
INVESTMENT BANKING FEES
Investment banking fees increased 24% to $4.4 billion in 2000. The growth in
advisory and underwriting fees reflected the acquisitions of H&Q, Flemings and
Beacon. The following table reflects the components of investment banking fees.
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999
- -----------------------------------------------------
<S> <C> <C>
Advisory $1,523 $1,024
Underwriting and Other Fees 2,839 2,493
- -----------------------------------------------------
Total $4,362 $3,517
- -----------------------------------------------------
</TABLE>
ADVISORY
The momentum of strong revenues from advisory activities continued throughout
2000 as revenues increased 49% from 1999 to $1.5 billion. Flemings, with its
broad network in Europe and Asia, extended the geographic reach of the Firm's
advisory practice. Likewise, the acquisition of Beacon deepened the advisory
capabilities of the Investment Bank.
UNDERWRITING AND OTHER FEES
Equity underwriting revenues nearly tripled in 2000, primarily as a result of
the H&Q acquisition, which extended JPMorgan Chase's equity underwriting
practice into the fast-growing fields of healthcare and technology-related
industries. Fees from underwriting debt securities decreased from the prior
year, reflecting the difficult market conditions in the high-yield market during
2000. Loan syndication fees declined slightly, although the Firm retained its
top ranking in the U.S. loan syndication market.
TRADING-RELATED REVENUE
Trading-related revenue, which includes trading-related NII, rose 5% to $7.0
billion, reflecting gains across most products.
Trading products include:
> Equities
> Debt Instruments
> Foreign Exchange
> Interest Rate, Commodities and Other
EQUITIES
EQUITIES ARE COMPOSED OF EQUITY SECURITIES AND EQUITY DERIVATIVES. The increase
of 48% from last year to $1.8 billion was attributable, in part, to the
acquisitions of Flemings and H&Q, which increased the volume of transactions in
equity securities in the U.S., Europe and Asia. The downward direction of equity
values in the stock market triggered strong client demand and significant volume
increases in equity derivatives.
DEBT INSTRUMENTS
DEBT INSTRUMENTS REFER TO THE TRADING OF BONDS AND LOANS ISSUED BY U.S. AND
OVERSEAS ENTITIES AS WELL AS THE RELATED DERIVATIVES LINKED TO THOSE
INSTRUMENTS. Debt instrument revenues increased from last year, primarily as a
result of the anticipated reduction in interest rates that occurred late in
2000, which increased the values of U.S. debt securities.
FOREIGN EXCHANGE
FOREIGN EXCHANGE REFERS TO SPOT AND OPTION CONTRACTS FOR THE PURCHASE OR SALE OF
FOREIGN CURRENCIES. The increase in 2000 is attributable to the relative
volatility of foreign currency prices, particularly at the beginning of the
year. This created opportunities to gain from price differentials among
currencies and from increased client demand.
TOTAL OPERATING REVENUE
[BAR GRAPH]
<TABLE>
<CAPTION>
EXCLUDING PRIVATE EQUITY GAINS TOTAL PRIVATE EQUITY GAINS
(IN BILLIONS)
<S> <C> <C>
1996 $22.3 $23.3
1997 23.8 24.9
1998 25.3 26.5
1999 28.5 31.7
2000 31.8 32.8
</TABLE>
37 JPMORGAN CHASE Annual Report 2000
<PAGE> 36
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
INTEREST RATE, COMMODITIES AND OTHER
THIS CATEGORY INCLUDES VARIOUS TYPES OF INTEREST RATE AND COMMODITIES CONTRACTS
AS WELL AS CREDIT DERIVATIVES. This revenue line was unfavorably affected by the
rise in interest rate levels that occurred at the beginning of 2000, which
reduced volatility and client demand in these instruments.
The table to the right highlights the components of trading-related revenue.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999
- ---------------------------------------------------------------------------------
<S> <C> <C>
Trading Revenue Reported:
Equities(a) $1,762 $1,194
Debt Instruments(a) 546 245
Foreign Exchange Revenue(a) 1,465 1,199
Interest Rate Contracts,
Commodities and Other(a) 2,525 2,614
- ---------------------------------------------------------------------------------
Trading Revenue Reported(b) 6,298 5,252
Net Interest Income Impact(a) 708 1,444
- ---------------------------------------------------------------------------------
Total Trading-Related Revenue $7,006 $6,696
- ---------------------------------------------------------------------------------
</TABLE>
(a) For descriptions of net interest income impact and the classes of financial
instruments that make up these categories, see Note 3.
(b) Derivative and foreign exchange ("FX") contracts are marked-to-market, and
valuation adjustments are included in trading revenues.
FEES AND COMMISSIONS
Fees and Commissions rose $1.3 billion or 17% over last year, primarily
reflecting higher Investment Management, Custody and Brokerage commissions.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999
- ---------------------------------------------------------------------------------
<S> <C> <C>
Fees and Commissions:
Investment Management, Custody and Processing Services $3,628 $2,868
Credit Card Revenue - Operating 1,421 1,380
Brokerage and Investment Services 1,228 768
Lending-Related Service Fees 1,031 1,061
Deposit Service Charges 906 895
Other Fees 665 586
- ---------------------------------------------------------------------------------
Total Fees and Commissions - Operating $8,879 $7,558
- ---------------------------------------------------------------------------------
</TABLE>
INVESTMENT MANAGEMENT, CUSTODY AND PROCESSING SERVICES
INVESTMENT MANAGEMENT FEES REFER TO FEES DERIVED FROM THE MANAGEMENT OF
PROPRIETARY MUTUAL AND OTHER INSTITUTIONAL FUNDS, AS WELL AS PERSONAL FINANCIAL
ASSETS. CUSTODY AND PROCESSING SERVICES FEES ARE GENERATED PRIMARILY FROM THE
SAFEKEEPING OF SECURITIES AND FROM ACTING AS AGENT IN THE ISSUANCE, REDEMPTION
AND ADMINISTRATION OF SECURITIES.
Investment Management fees increased from last year as a result of the
acquisitions of Flemings and H&Q, which contributed significantly to the level
of funds under management.
Custody and Processing Services fees also rose from last year. Custody fees
continued to gain momentum due to new business, higher values of international
securities under custody and the return of investors to foreign markets where
the safekeeping of securities is more profitable. Processing Services fees
increased largely due to new business, particularly related to the issuance of
structured notes.
CREDIT CARD REVENUE
CREDIT CARD REVENUE IS COMPOSED OF INTERCHANGE INCOME (TRANSACTIONS PROCESSING
FEES), LATE CHARGES, AND ANNUAL, CASH ADVANCE AND OVERLIMIT FEES.
Operating Credit Card Revenue rose slightly from last year due to strong
customer purchase volumes, which increased interchange income. An improvement in
the credit quality of the credit card portfolio reduced late charges.
The table below reconciles Credit Card Revenue on a reported basis with revenue
on an operating basis. Reported results include servicing fees for securitized
receivables, whereas operating results exclude the impact of securitizations.
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999
- -------------------------------------------------------
<S> <C> <C>
Reported Credit Card
Revenue $ 1,771 $ 1,698
Less Impact of Credit Card
Securitizations (350) (318)
- -------------------------------------------------------
Operating Credit
Card Revenue $ 1,421 $ 1,380
- -------------------------------------------------------
</TABLE>
For a further discussion of the credit card portfolio, see page 52.
38 JPMORGAN CHASE Annual Report 2000
<PAGE> 37
BROKERAGE AND INVESTMENT SERVICES
Brokerage and investment services are advisory and transaction processing fees
related to institutional and retail customers' purchase and sale of financial
instruments.
Brokerage and Investment Services rose $460 million, reflecting greater levels
of brokerage activities and higher mutual fund load fees at Flemings and H&Q
(load fees are considered processing fees that are charged upon entering or
exiting certain funds). Also contributing to the increase was the higher retail
trading volume (up 36% from 1999) at Brown & Company, the discount brokerage
subsidiary of JPMorgan Chase.
LENDING-RELATED SERVICE FEES
Lending-related service fees include mortgage and auto loan servicing,
commissions on letters of credit and acceptances, and loan commitment fees.
The decline of $30 million reflected lower commissions on letters of credit and
acceptances as a result of a decision to reduce the sales of this product. In
addition, auto loan servicing fees were lower due to a 48% decline in the volume
of average securitized loans outstanding. Partially offsetting these decreases
were a 9% increase in mortgage servicing fees as a result of a larger average
servicing portfolio, which had increased to $334 billion in 2000 from $252
billion last year. The higher level of loans was attributable to the acquisition
of the Mellon Bank servicing portfolio (acquired September 30, 1999) and lower
prepayment levels in a higher interest rate environment. Mortgage servicing fees
also included a $99 million writedown for the impairment of mortgage servicing
rights in the fourth quarter of 2000, which was more than offset by gains on the
sale of cash securities used as economic hedges for the servicing rights (see
Securities Gains on page 40).
DEPOSIT SERVICE CHARGES
Deposit service charges are composed of service charges on deposit accounts,
fees in lieu of compensating balances, lockbox fees, electronic customer service
fees, cash management fees and account reconciliation fees.
The increase of $11 million was attributable to higher cash management fees
and service charges on deposit accounts stemming from the higher volume of cash
movements within client accounts. These amounts were partially offset by a
decrease in fees in lieu of compensating balances as more customers maintained
the required average deposit balances to pay for their usage of certain bank
services.
OTHER FEES
Other Fees increased $79 million or 13% over last year, reflecting a 25%
increase in insurance fees as a result of higher sales of life, health and
mortgage insurance by the Chase Insurance Agency, as well as the addition of
insurance fees from Flemings. Also contributing to the increase was growth in
interchange income associated with greater customer usage of debit cards.
PRIVATE EQUITY GAINS
Private equity gains consist of realized gains or losses on the sales of
investments and unrealized mark-to-market gains and losses on securities held in
the portfolio.
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999
- ------------------------------------------------------
<S> <C> <C>
Realized Gains $ 2,051 $1,690
Mark-to-Market
Gains(Losses) (1,036) 1,457
- ------------------------------------------------------
Total Private Equity Gains $1,015 $3,147
- ------------------------------------------------------
</TABLE>
Private Equity Gains were significantly impacted by the sharp decline in market
values in the NASDAQ during 2000. The decline primarily affected publicly held
investments in JPMorgan Partners' portfolio. This portion of the portfolio
constituted approximately 16% of the total portfolio's carrying value at
year-end. As of December 31, 2000, the publicly held portion of the portfolio,
although having declined significantly in value over the year, was still valued
at approximately 2.7 times its original cost.
REALIZED GAINS
Realized Gains of $2.1 billion in 2000 is a record high for the Firm, an
increase of 21% from last year.
MARK-TO-MARKET GAINS (LOSSES)
Mark-to-market gains or losses largely reflected net markups or markdowns
on public securities. For the most part, securities marked up in 1999, primarily
telecommunications and technology, were marked down in 2000, contributing to the
$2.5 billion year-over-year reduction in unrealized mark-to-market results.
39 JPMORGAN CHASE Annual Report 2000
<PAGE> 38
management's discussion and analysis
J.P. Morgan Chase & Co.
SECURITIES GAINS
Securities Gains realized in 2000 were $229 million, compared with losses of
$192 million in the prior year. The gains in 2000 reflected the sale of debt
securities used as economic hedges for the value of mortgage servicing rights.
This activity contributed $252 million of gains (which more than offset charges
recognized in fees and commissions related to the impairment of mortgage
servicing rights in 2000). Also included in 2000 were losses of $23 million for
the permanent impairment of certain LabMorgan investments. Losses in 1999 were
due in part to the restructuring of the Firm's portfolio as a result of the rise
in interest rates, which resulted in significant losses on the sale of
mortgage-backed securities.
_______________________________________________________________________________
OTHER REVENUE
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999
- -----------------------------------------------------------
<S> <C> <C>
Other Revenue:
Residential Mortgage
Origination/Sales Activities $ 194 $ 323
All Other Revenue 954 532
- -----------------------------------------------------------
OPERATING OTHER REVENUE 1,148 855
- -----------------------------------------------------------
Gains on Sales of
Nonstrategic Assets(a) 1,307 166
Loss on Economic Hedge of
the Flemings Purchase Price(a) (176) --
Credit Card Securitizations 10 24
- -----------------------------------------------------------
REPORTED OTHER REVENUE $ 2,289 $1,045
- -----------------------------------------------------------
</TABLE>
(a) Represents special items and are excluded from operating results.
OPERATING OTHER REVENUE included:
> Higher unrealized gains on corporate-owned life insurance investments.
> Higher mark-to-market gains on economic hedges of anticipated overseas
revenues.
> Higher revenue from auto operating leases.
> Higher equity income on the American Century investment; partly offset by;
> Lower residential mortgage sales in connection with the rise in interest
rates in 2000, which had the combined effect of lowering sales volume and
decreasing the value of securities.
REPORTED OTHER REVENUE reflected the following special items:
> Gains in 2000 of $827 million on the sale of the Hong Kong retail banking
business; $399 million on the transfer of the Firm's interest in Euroclear;
and $81 million on the sale of operations in Panama.
> Loss of $176 million in 2000 on the economic hedge of Flemings' purchase
price.
> Gains in 1999 of $95 million on the sale of One New York Plaza; and $71
million on the sale of branches in Texas.
- --------------------------------------------------------------------------------
NET INTEREST INCOME
OPERATING NII adjusts reported NII for special items, the impact of credit card
securitizations and trading-related NII that is considered part of total
trading-related revenue. The following table reconciles reported and operating
NII.
Reported NII was $9.5 billion in 2000, a decline of 8% from 1999. Reported
average interest-earning assets rose 6% to $513.4 billion, while the reported
net yield on interest-earning assets declined 28 basis points to 1.87%.
Operating NII remained relatively stable at $10.2 billion in 2000. Operating NII
in 2000 was favorably affected by higher average managed interest-earning
assets, offset by spread compressions to the net yield due to the rising
interest rate environment, which began in the second half of 1999, and to
competitive pricing (notably in credit cards). Also affecting both reported and
operating NII in 2000 was a $100 million decrease in the estimated auto lease
residual value, which was accounted for as a reduction in NII. This adjustment
in the estimated auto lease residual value addressed exposure to potential
losses on maturing leases as a result of a decline in the market value of autos
returned by lessees at lease termination.
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999 % Change
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Interest Income
Reported NII $ 9,512 $10,285 (8)%
Add Impact of Credit Card Securitizations 1,350 1,335
Less Trading-Related NII (708) (1,444)
Less Interest on Tax Refunds(a) -- (62)
- ------------------------------------------------------------------------------------------
Operating NII $10,154 $10,114 --%
- ------------------------------------------------------------------------------------------
</TABLE>
(a) Represents a special item and is excluded from operating results.
JPMORGAN CHASE Annual Report 2000 40
<PAGE> 39
EXPENSES
<TABLE>
<CAPTION>
PRO FORMA(a)
Over/(Under)
Year Ended December 31, (in millions, except ratios) 2000 1999 2000
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING:
Compensation Expense $12,748 21% $13,477
Occupancy 1,294 9 1,343
Technology and Communications 2,454 13 2,514
Other Expense 4,369 20 4,549
- -----------------------------------------------------------------------------------------------------
CASH OPERATING NONINTEREST EXPENSE 20,865 19 21,883
Amortization of Intangibles 528 60 738
- -----------------------------------------------------------------------------------------------------
Operating Noninterest Expense 21,393 20 22,621
Merger and Restructuring Costs and Other(b) 1,431 NM 1,431
- -----------------------------------------------------------------------------------------------------
REPORTED NONINTEREST EXPENSE $22,824 27% $24,052
- -----------------------------------------------------------------------------------------------------
Operating Overhead Ratio 65% 900bp 66%
Cash Operating Overhead Ratio(c) 64 900 64
- -----------------------------------------------------------------------------------------------------
</TABLE>
(a) Pro forma expense assumes that the purchase of Flemings occurred at the
beginning of 2000.
(b) Other represents a $100 million special contribution in 1999 to The Chase
Manhattan Foundation included in Other Expense. This contribution is a
special item and is excluded from operating results.
(c) Excludes the impact of amortization of intangibles.
NM- Not meaningful.
bp- Denotes basis points; 100 bp equals 1%.
Total reported noninterest expenses were $22.8 billion in 2000, an increase of
$4.8 billion or 27% from last year. Cash operating noninterest expenses were
$20.9 billion, an increase of $3.3 billion or 19% from 1999. The growth in
expenses reflected, in particular, the investments in talent and infrastructure
at the Investment Bank to deepen its product capabilities and at Investment
Management & Private Banking to broaden its geographic reach.
Cash operating expenses in 2001 are targeted to be flat with the pro forma 2000
amount (which assumes that the purchase of Flemings occurred at the beginning of
2000). Pro forma cash operating expenses including JPMorgan Partners were $21.9
billion in 2000 and excluding JPMorgan Partners were $21.5 billion.
- --------------------------------------------------------------------------------
COMPENSATION EXPENSE
COMPENSATION EXPENSE IS LARGELY COMPRISED OF SALARIES, INCENTIVE (CASH AND
STOCK) COMPENSATION, AS WELL AS SOCIAL SECURITY, SAVINGS PLAN, POST-RETIREMENT,
MEDICAL AND OTHER EMPLOYEE BENEFITS.
Compensation expense rose 21% from last year, primarily as a result of
investments in talent to build up the Investment Bank and Investment Management
& Private Banking platforms. These initiatives included the acquisitions of
Flemings, H&Q and Beacon. As part of these acquisitions, certain compensation
commitments or guaranteed bonus agreements were entered into in order to retain
key senior executives. In addition, individual hiring for specific positions
also included compensation commitments. These commitments, however, had the
effect of reducing the flexibility of the Firm to contain compensation expenses
as market forces lowered the Investment Bank's revenue, primarily towards the
end of the year.
OCCUPANCY, TECHNOLOGY AND COMMUNICATIONS
The increases in both Occupancy of 9% and Technology and Communications of 13%
were primarily attributable to the buildup of the Investment Bank and Investment
Management & Private Banking platforms.
Occupancy increased from 1999 due to expanded office space in the U.K. and New
York. Rent and maintenance increased primarily as a result of the acquisitions.
Technology and Communications increased from the prior year due to the
amortization of software costs associated with client information and e-commerce
systems at Retail & Middle Market Financial Services, higher costs related to
securities safekeeping projects and higher data processing costs for the entire
Firm. Software expense also increased as a result of the Internet innovations at
LabMorgan.
OTHER EXPENSE
Other operating expense increased by $729 million in 2000 from 1999 due to the
following:
> PROFESSIONAL SERVICES costs rose in connection with the acquisitions of
Flemings and H&Q, as well as from expenditures for LabMorgan initiatives
and higher costs related to securities safekeeping projects. These
increases were partially offset by reduced expenditures related to
completed Year 2000 efforts.
> OUTSIDE SERVICES expense increased as a result of the acquisition of H&Q.
> MARKETING expense increased due to higher direct marketing initiatives for
Cardmember Services and media advertising related to the branding campaigns
following the acquisitions of Flemings and H&Q.
41 JPMORGAN CHASE Annual Report 2000
<PAGE> 40
management's discussion and analysis
J.P. Morgan Chase & Co.
> Increase in TRAVEL AND ENTERTAINMENT was driven by the air travel and hotel
expenses associated with the heightened level of business activities at the
Investment Bank, including the effects of Flemings and H&Q.
> ALL OTHER expenses increased due to higher employee-related costs,
including recruitment and expatriate expenses, partly in connection with
the buildup of the Investment Bank, coupled with increases in various
expense categories as a result of acquisitions and business volume.
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999
- ----------------------------------------------------------
<S> <C> <C>
Other Expense:
Professional Services $1,203 $1,012
Outside Services 648 584
Marketing 595 503
Travel and Entertainment 490 350
All Other 1,433 1,191
- ----------------------------------------------------------
OPERATING OTHER EXPENSE $4,369 $3,640
- ----------------------------------------------------------
</TABLE>
AMORTIZATION OF INTANGIBLES
Amortization of Intangibles rose 60% due to the Flemings, H&Q and Beacon
acquisitions.
MERGER AND RESTRUCTURING COSTS
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999
- ------------------------------------------------
<S> <C> <C>
Merger Costs $1,250 $--
Restructuring Costs 181 23
- ------------------------------------------------
TOTAL COSTS $1,431 $23
- ------------------------------------------------
</TABLE>
MERGER COSTS: In December 2000, a $1.25 billion charge was recorded in
connection with the merger of J.P. Morgan with Chase. Management anticipates
that total merger-related expenses will approximate $3.2 billion pre-tax and
that the balance of the merger-related expenses will be incurred in the next two
years. Approximately one-half of the total $3.2 billion of merger expenses will
be related to severance and retention payments, while the remainder is expected
to be primarily related to technology, systems integration and facilities costs.
Management estimates 5,000 jobs will be eliminated as a result of the merger.
During 2000, $333 million of the $1.25 billion merger accrual was utilized. For
a further discussion, see Note 7.
JPMorgan Chase expects to realize synergies of approximately $3 billion,
pre-tax, from the merger. Anticipated synergies are composed of approximately $2
billion of expense savings and approximately $2 billion of incremental revenues,
partly offset by approximately $1 billion of expenses to achieve these revenues.
JPMorgan Chase expects to realize approximately one-third of the synergies in
2001 and the remainder by the end of 2002.
1999 RESTRUCTURING INITIATIVES: In the fourth quarter of 1999, the Firm incurred
a charge of $100 million associated with planned consolidation actions in
certain businesses ("consolidation initiatives") and a charge of $75 million in
connection with planned staff reductions and the disposition of premises and
equipment resulting from the announced relocation of several businesses to
Florida, Texas and Massachusetts ("relocation initiatives"). The $175 million
aggregate restructuring charge included severance costs associated with the
relocation of 2,300 positions and the projected elimination of 800 positions as
well as the planned disposition of certain premises and equipment.
During 2000, JPMorgan Chase incurred $181 million of additional restructuring
costs relating to the relocation initiatives ($108 million) and the
consolidation initiatives ($73 million). These additional restructuring costs
were not accruable in 1999 under existing accounting pronouncements. In
connection with its continuing relocation and consolidation initiatives,
management expects to incur additional costs aggregating approximately $400
million in 2001 and 2002 that are not currently accruable. These additional
costs will be treated as nonoperating expenses.
1998 RESTRUCTURING INITIATIVES: During 1998, the Firm incurred a charge of $868
million in connection with initiatives to streamline support functions and
realign certain business activities. In December 1999, $152 million of costs
were reversed, primarily related to occupancy not fully utilized under the
charge taken in 1998.
CREDIT COSTS
Credit Costs on an operating basis are composed of the provisions for loan
losses related to loans on the Balance Sheet and credit card receivables that
have been securitized.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Provision for Loan Losses $1,377 $1,446
Credit Costs Associated with Credit Card Securitizations 990 993
- ----------------------------------------------------------------------------------------
Operating Credit Costs $2,367 $2,439
- ----------------------------------------------------------------------------------------
</TABLE>
Credit Costs decreased slightly in 2000 due to the impact of lower charge-offs
in both the commercial and consumer loan portfolios.
INCOME TAXES
JPMorgan Chase recognized income tax expense on a reported basis of $3.01
billion in 2000, compared with $3.99 billion in 1999. The effective tax rate was
34.4% in 2000 and 34.7% in 1999.
JPMORGAN CHASE Annual Report 2000 42
<PAGE> 41
RISK MANAGEMENT
JPMorgan Chase is in the business of managing risk to create shareholder value.
The major risks to which the Firm is exposed are credit, market, operational
and liquidity risk.
> CAPITAL
> CREDIT RISK
> MARKET RISK
> OPERATIONAL RISK
> LIQUIDITY RISK
JPMorgan Chase's risk management is guided by several principles, including:
> Defined risk management governance
> Independent risk oversight
> Continual evaluation of risk appetite, managed through risk limits
> Strategic portfolio diversification
> Disciplined risk assessment and measurement, including Value-at-Risk analysis
and portfolio stress testing
> Performance measurement (SVA) that allocates risk-adjusted capital to business
units
Risk management and oversight begins with the Risk Policy Committee of the Board
of Directors, which reviews the governance of these activities, delegating the
formulation of policy and day-to-day risk oversight and management to the
Executive Committee and to the two corporate risk committees:
> Capital
> Risk Management
The Executive Committee provides guidance regarding strategies and risk appetite
and is responsible for an integrated view of risk exposures, including the
interdependencies among JPMorgan Chase's various risk categories.
The Capital Committee focuses on firm-wide capital planning, internal capital
allocation and liquidity risk. The Risk Management Committee focuses on credit
risk, market risk, operational risk and fiduciary risk. Both risk committees
have decision-making authority, with major policy decisions and risk exposures
subject to review by the Executive Committee.
JPMorgan Chase's use of SVA, which incorporates a risk-adjusted capital
methodology as its primary performance measure, has strengthened its risk
management discipline by reinforcing to the businesses the cost of capital based
on specific credit, market and operational risks associated with their
activities. The result of this discipline has been controlled growth in, and a
lower risk profile for, the assets on the Firm's balance sheet.
Risk Policy Committee
of Board of Directors
> Oversees Risk Management
Executive Committee
> Strategic Guidance
> Integrated View
Capital Committee
> Recommends targeted capital ratios and monitors adherence to those ratios
> Recommends the allocation of capital within the Firm
> Monitors firm-wide and parent company liquidity and approves collateral and
liquidity planning policies
> Reviews adequacy of the Firm's capital and debt levels
> Provides a forum for discussion of capital adequacy and liquidity issues
Risk Management Committee
> Provides oversight and direction of the risk profile and risk appetite
> Reviews and approves corporate policies and risk strategies intended to ensure
that risk management and monitoring accurately reflect the business mandate,
accepted practice, and legal and regulatory requirements
> Approves aggregate limits and authorities to control risk
> Monitors significant risk exposures, concentrations of positions, asset
quality, and significant position and risk limit changes, paying particular
attention to stress scenarios
> Reviews allowance adequacy and approves charge-offs
> Provides a forum for discussion of risk issues
43 JPMORGAN CHASE Annual Report 2000
<PAGE> 42
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
CAPITAL MANAGEMENT
JPMorgan Chase's capital management framework helps to optimize the use of
capital by determining:
> The optimal amount of capital commensurate with:
- internal assessments of risk estimated by an economic capital allocation
model
- targeted regulatory ratios and credit ratings
- business strategies
- protection against losses, even under stress conditions
- liquidity management
> Capital investment for activities with the most favorable returns
> The most efficient composition of the Firm's capital base
JPMorgan Chase's long-term capital target is a Tier 1 Capital ratio in the range
of 8% to 8.25%. The Capital Committee reviews capital targets and policies
regularly in light of changing economic conditions and business needs. The total
required economic capital for the Firm is compared with available capital to
evaluate overall capital utilization. JPMorgan Chase's policy is to maintain an
appropriate level of capital to provide for growth and protection against
unanticipated losses.
The table that follows shows JPMorgan Chase's capital generation and regulatory
use during the past three years.
The SOURCES OF FREE CASH FLOW shows that the primary source of JPMorgan Chase's
free capital is cash operating earnings (less dividend requirements). As
risk-weighted assets grow in the normal course of business, the Firm is required
to retain additional capital in order to maintain its capital ratios within
targeted levels. Therefore, the sources of free cash flow equals the total
retained earnings generated, less the additional capital needed to support new
assets in order to maintain targeted capital ratios. This total amount is the
Firm's "free cash" or capital in excess of target ratios.
<TABLE>
<CAPTION>
Year Ended December 31, (in billions) 2000 1999 1998
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SOURCES OF FREE CASH FLOW
Cash Operating Earnings Less Dividends $ 4.0 $ 5.6 $ 3.3
Plus: Preferred Stock and Equivalents/Special Items (0.1) 0.2 (0.7)
Less: Capital for Internal Asset Growth 0.1 (0.3) 0.3
- -----------------------------------------------------------------------------------------------
Total Sources of Free Cash Flow $ 4.0 $ 5.5 $ 2.9
- -----------------------------------------------------------------------------------------------
USES OF FREE CASH FLOW
Increases (Decreases) in Capital Ratios $ (0.1) $ 1.1 $ 1.3
Acquisitions 7.0 1.1 1.6
Repurchases Net of Stock Issuances (2.9) 3.3 --
- -----------------------------------------------------------------------------------------------
Total Uses of Free Cash Flow $ 4.0 $ 5.5 $ 2.9
- -----------------------------------------------------------------------------------------------
</TABLE>
The USES OF FREE CASH FLOW shows that capital has been used to support goodwill
and other assets acquired through acquisition and for share repurchases. The
line "Increases (Decreases) in Capital Ratios" represents the amount of capital
retained causing the Firm's capital ratios to rise (or fall) from targeted
levels.
During 2000, $4.0 billion of free cash flow was generated, 27% less than 1999
due to lower cash operating earnings. During 2000, less capital was needed to
support internal growth or to bolster capital ratios. The cash flow generated in
2000 was principally earmarked to support the Flemings acquisition.
DIVIDENDS: In the first quarter of 2000, JPMorgan Chase raised the quarterly
cash dividend on its common stock to $0.32 per share from $0.27 per share. The
Firm's current dividend policy is to pay common stock dividends equal to
approximately 25% to 35% of operating earnings, less preferred stock dividends.
Future dividend policies will be determined by the Board of Directors after
taking into consideration the Firm's earnings and financial condition and
applicable governmental regulations and policies.
BUYBACKS: During 2000, each heritage firm repurchased, under previously
announced authorizations, an aggregate of almost $3 billion (73 million shares)
of their common equity. Both companies terminated their share repurchase
programs in 2000 (J.P. Morgan in September and Chase in October). During 2000,
approximately 60 million shares (from treasury) were issued under various
employee stock option and other stock-based plans. Additionally, 69 million
shares were issued (from treasury) in connection with acquisitions, and 22
million shares were issued (from treasury) for the accelerated distribution of
J.P. Morgan stock as a result of the merger.
REGULATORY CAPITAL: JPMorgan Chase is subject to regulation under state and
federal law, including the Bank Holding Company Act of 1956 ("the Act"). The Act
was amended by the Gramm-Leach-Bliley Act, which allows financial holding
companies (a defined term) to engage in activities that are "financial in
nature," and to own, to a greater extent than previously permitted, securities
of companies engaged in non-banking activities. The Firm was granted financial
holding company status on March 13, 2000.
The Firm's primary federal banking regulator, the Federal Reserve Board,
establishes minimum capital requirements and leverage ratios for the
consolidated financial holding company and for state-chartered bank
subsidiaries, including The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York. Management anticipates that these bank subsidiaries will
merge in the third quarter of 2001. The Office of the Comptroller of the
Currency establishes similar capital requirements and leverage ratios for
national bank subsidiaries, including Chase Manhattan Bank USA, N.A.
JPMORGAN CHASE Annual Report 2000 44
<PAGE> 43
These risk-based capital ratios are determined by allocating assets and
specified off-balance sheet financial instruments into categories, with higher
levels of capital being required for categories perceived as representing
greater risk. Capital is divided into two tiers: Tier 1 Capital and Tier 2
Capital. In addition to retained earnings, the Federal Reserve permits the Firm
to raise Tier 1 and Tier 2 Capital by issuing different types of financial
instruments to the public. These financial instruments then are classified as
either Tier 1 or Tier 2, depending upon their terms and the types of conditions
or covenants they place upon the issuer.
Tier 1 Capital includes securities with no fixed maturity date, such as common
stock, nonredeemable perpetual preferred stock and the minority interest of
unconsolidated affiliates (which may include securities commonly referred to as
"trust preferreds"). Tier 2 Capital includes subordinated long-term debt and
similar instruments and "qualified loan loss reserves," such as the allowance
for loan losses. The amount of subordinated long-term debt that may be included
in Tier 2 Capital may not exceed more than 50% of the issuer's Tier 1 Capital.
In addition, the capital treatment accorded long-term subordinated debt is
reduced as it approaches maturity. Qualified loan loss reserves may be included
in Tier 2 Capital up to 1.25% of risk-weighted assets. Total Tier 2 Capital is
limited to 100% of Tier 1 Capital.
The graph below shows the risk-based capital ratios of JPMorgan Chase over the
last five years. The table below shows the components of the Firm's Tier 1 and
Total Capital.
RISK BASED CAPITAL RATIOS
[LINE GRAPH PLOT POINTS]
<TABLE>
<CAPTION>
At December 31
Total Capital Tier 1 Capital Tier 1 Leverage
<S> <C> <C> <C>
1996 12.3% 8.5% 5.8%
1997 11.7 7.9 5.4
1998 11.9 8.2 5.3
1999 12.3 8.5 5.9
2000 12.0 8.5 5.4
</TABLE>
<TABLE>
<CAPTION>
December 31, (in millions) 2000 1999
- ------------------------------------------------------------------
<S> <C> <C>
TIER 1 CAPITAL
Common Stockholders' Equity $41,062 $34,863
Nonredeemable Preferred Stock 1,271 1,372
Minority Interest(a) 4,662 4,451
Less: Goodwill and Investments
in Certain Subsidiaries 8,783 3,628
Nonqualifying Intangible Assets 631 80
- ------------------------------------------------------------------
Tier 1 Capital $37,581 $36,978
- ------------------------------------------------------------------
TIER 2 CAPITAL
Long-Term Debt and Other Instruments
Qualifying as Tier 2 12,833 12,855
Qualifying Allowance for Credit Losses 3,955 4,059
Less: Investment in Certain Subsidiaries 917 472
- ------------------------------------------------------------------
Tier 2 Capital 15,871 16,442
- ------------------------------------------------------------------
Total Qualifying Capital $53,452 $53,420
- ------------------------------------------------------------------
</TABLE>
(a) Minority interest includes trust preferred stocks of certain business trust
subsidiaries and the preferred stock of a Real Estate Investment Trust
subsidiary of JPMC. For a further discussion, see Notes 13 and 14.
45 JPMORGAN CHASE Annual Report 2000
<PAGE> 44
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. MORGAN CHASE & Co.
CREDIT RISK MANAGEMENT
> CREDIT RISK MANAGEMENT AT JPMORGAN CHASE EMBODIES PRACTICES EMBRACED BY BOTH
HERITAGE FIRMS
> PROCESSES IN PLACE ARE INTENDED TO ENSURE CREDIT RISK INSTRUMENTS ARE
ACCURATELY ASSESSED, PROPERLY APPROVED AND CONTINUOUSLY MONITORED
> INDEPENDENT CREDIT RISK MANAGEMENT FUNCTIONS EXIST WITHIN EACH MAJOR BUSINESS
UNIT
Credit risk is the risk of loss due to borrower or counterparty default. This
risk is managed at both the transaction and portfolio levels. Credit risk
management processes are highly disciplined and are designed to preserve the
independence and integrity of the risk assessment process, as well as integrate
effectively with business management.
RISK MEASUREMENT
Credit risk management begins with an assessment of the risk of loss resulting
from the default by a borrower or counterparty. All credit exposures are
assessed, whether on or off-balance sheet. These exposures include loans,
receivables under derivative and foreign exchange contracts, and lending-related
commitments (e.g., letters of credit and undrawn commitments to extend credit).
Using statistical techniques, estimates are made of both expected losses (on
average, over a cycle) and unexpected losses for each segment of the portfolio.
Unexpected losses represent the potential volatility of actual losses relative
to the expected level of loss. These estimates drive the credit cost and capital
allocations to each business unit and are incorporated into each unit's SVA
measurement. Consequently, the credit risk profile of each business unit is an
important factor in assessing its performance.
Expected credit losses alone are not key indicators of risk. For commercial
assets, if losses were entirely predictable, the expected loss rate could be
factored into product prices and covered as a normal and recurring cost of doing
business. Unexpected losses (i.e., the volatility or uncertainty of loss rates
relative to expected levels) are what creates risk and represents the primary
concern of credit risk management.
The risks of the consumer and commercial portfolios are markedly different.
Broadly speaking, losses on consumer exposures are more predictable, less
volatile and less cyclical than losses on commercial exposures. For the latter,
the loss volatility can be much greater over the course of an economic cycle. In
2000, the Firm incurred $1.98 billion in net losses on its managed consumer
portfolio and $400 million in commercial losses. Both consumer and commercial
losses were within their expected loss ranges.
CREDIT RISK - LOSS PROVISIONS AND CAPITAL ALLOCATION
The Firm uses its estimates of expected loss and loss volatility to set
risk-adjusted loss provisions and to allocate credit risk capital by portfolio
segment. Within the consumer businesses, allocations are differentiated by
product and product segment. In the commercial portfolio, allocations are
differentiated by risk rating, maturity and industry. Off-balance sheet
exposures are converted to loan equivalent amounts, based on their probability
of being drawn, before applying the expected loss and capital factors.
RISK MANAGEMENT PROCESSES
The credit risk management process is guided by policies and procedures
established by the Chief Credit Officer. At both the business unit and corporate
level, disciplined processes are in place. The processes are intended to ensure
risks are accurately assessed, properly approved and continuously monitored.
In addition to establishing corporate-wide policies and procedures, the Chief
Credit Officer has primary responsibility for the credit risk measurement
framework, allocating the cost of credit, evaluating the risk profile and
assessing concentration risks, setting limits to provide for adequate portfolio
diversification, delegating approval authorities and managing problem assets.
Within each major business unit, there is an independent credit risk management
function that reports jointly to the business executive and the Chief Credit
Officer. These units are responsible for managing credit decisions made on a
day-to-day basis. They approve significant new transactions and product
offerings, have the final authority over credit risk assessments and monitor the
credit risk profile of the business unit's portfolio.
CREDIT RISK MANAGEMENT FOR COMMERCIAL ASSETS
Within the commercial sector, credit risk management begins with the client
selection process. A global industry approach helps the Firm to monitor and
re-evaluate a given industry's risk profile; exposures thus can be effectively
managed in industries which are considered to have an increasing risk profile.
The Firm's international strategy, particularly in emerging markets, is to focus
on the largest, leading firms with cross-border financing needs.
JPMORGAN CHASE Annual Report 2000 46
<PAGE> 45
Concentration management remains a key tool in managing commercial credit risk.
The Firm manages concentrations by obligor, risk grade, industry, product and
geographic location. Concentration management also is enhanced by the Firm's
strategy of loan origination for distribution as well as the purchase of credit
protection.
CREDIT RISK MANAGEMENT FOR CONSUMER ASSETS
Consumer credit risk management uses sophisticated portfolio modeling, credit
scoring and decision support tools to project credit risks and establish
underwriting standards. Risk parameters are established in the early stages of
product development, and the cost of credit risk is an integral part of the
pricing and evaluation of a product's profit dynamics. Consumer portfolios are
monitored to identify deviations from expected performance and shifts in
consumers' patterns of behavior.
CREDIT-RELATED PORTFOLIO
The following table presents a summary of managed credit-related information for
the dates indicated.
<TABLE>
<CAPTION>
As of or for the Year Ended Credit-Related Nonperforming Past Due 90 Days and
December 31, Assets Assets Net Charge-offs Over and Accruing
(in millions, except ratios) 2000 1999 2000 1999 2000 1999 2000 1999
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Loans $119,460 $114,918 $1,434 $1,299 $ 400 $ 576 $ 99 $ 81
Derivative and FX Contracts 76,373 76,736 37 34 NA NA -- 1
Consumer Loans(a) 114,461 106,029 384 438 1,977 2,164 788 710
- -------------------------------------------------------------------------------------------------------------------------------
Charge to Conform to FFIEC Policy(b) 93 --
- -------------------------------------------------------------------------------------------------------------------------------
Total Managed Credit-Related $310,294 $297,683 $1,855 $1,771 $2,470 $2,740 $ 887 $ 792
Assets Acquired as Loan Satisfactions 68 102
- -------------------------------------------------------------------------------------------------------------------------------
Total Nonperforming Assets $1,923 $1,873
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
As of or for the Year Ended Average Annual
December 31, Net Charge-off Rate
(in millions, except ratios) 2000 1999
- -----------------------------------------------------------
<S> <C> <C>
Commercial Loans 0.33% 0.50%
Derivative and FX Contracts NA NA
Consumer Loans(a) 1.82 2.10
- -----------------------------------------------------------
Charge to Conform to FFIEC Policy(b)
- -----------------------------------------------------------
Total Managed Credit-Related 1.08% 1.26%
Assets Acquired as Loan Satisfactions
- -----------------------------------------------------------
Total Nonperforming Assets
- -----------------------------------------------------------
</TABLE>
(a) Includes securitized credit cards. For a further discussion of credit card
securitizations, see page 25.
(b) In 2000, JPMC incurred a $93 million charge to conform its policies to the
Federal Financial Institutions Examination Council's ("FFIEC") revised
policy establishing uniform guidelines for charge-offs of consumer loans to
delinquent, bankrupt, deceased and fraudulent borrowers. Of this total
amount, $12 million related to credit cards on the balance sheet, $13
million related to securitized credit cards, $35 million related to
residential mortgages, $30 million related to auto financings and $3 million
related to other loans.
NA- Not applicable. Derivative and FX contracts are marked-to-market, and
valuation adjustments are included in trading revenues.
2000 HIGHLIGHTS
> IN AN INCREASINGLY CHALLENGING ENVIRONMENT, THE OVERALL QUALITY OF
CREDIT-RELATED ASSETS IN THE COMMERCIAL AND CONSUMER PORTFOLIOS REMAINED
STABLE
> TOTAL MANAGED NET CHARGE-OFFS FOR THE YEAR WERE DOWN 10%
> TOTAL NONPERFORMING ASSETS INCREASED BY 3%
JPMorgan Chase's managed credit-related assets totaled $310 billion at December
31, 2000, an increase of $12.6 billion or 4% from year-end 1999, reflecting
increased domestic commercial and consumer borrowing, partially offset by lower
foreign consumer loans. The portfolio continues to be relatively well-balanced
between commercial and consumer assets. At December 31, 2000, consumer assets
represented 37% of the total managed credit-related portfolio, compared with 36%
at December 31, 1999.
MANAGED CREDIT-RELATED ASSETS
[BAR GRAPH PLOT POINTS]
<TABLE>
<CAPTION>
in billions Derivative and
Commercial FX Contracts Consumer
- ------------------------------------------------
<S> <C> <C> <C>
1999 114.9 76.7 106.0
2000 119.5 76.4 114.5
</TABLE>
This graph shows the balance between consumer and commercial credit-related
assets over the last two years.
47 JPMORGAN CHASE Annual Report 2000
<PAGE> 46
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. MORGAN CHASE & Co.
COMMERCIAL PORTFOLIO
The following table presents commercial credit-related information for the dates
indicated.
<TABLE>
<CAPTION>
As of or for the Year Ended Credit-Related Nonperforming
December 31, Assets Assets Net Charge-offs
(in millions, except ratios) 2000 1999 2000 1999 2000 1999
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMMERCIAL LOANS
Domestic Commercial:
Commercial and Industrial $ 64,031 $ 58,563 $ 727 $ 411 $ 269 $ 216
Commercial Real Estate 4,834 6,007 65 51 (5) (14)
Financial Institutions 7,342 6,623 29 12 26 70
- ---------------------------------------------------------------------------------------------------------------------------------
Total Domestic Commercial Loans 76,207 71,193 821 474 290 272
Foreign Commercial:
Commercial and Industrial 37,002 38,067 556 688 118 301
Commercial Real Estate 1,470 362 9 -- -- --
Financial Institutions 3,976 3,779 13 96 (8) 5
Foreign Governments 805 1,517 35 41 -- (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Foreign Commercial Loans 43,253 43,725 613 825 110 304
- ---------------------------------------------------------------------------------------------------------------------------------
Total Commercial Loans 119,460 114,918 1,434 1,299 400 576
- ---------------------------------------------------------------------------------------------------------------------------------
DERIVATIVE AND FX CONTRACTS
Commercial and Industrial(a) 30,874 30,579 11 -- NA NA
Financial Institutions 45,499 46,157 26 34 NA NA
- ---------------------------------------------------------------------------------------------------------------------------------
Total Derivative and FX Contracts 76,373 76,736 37 34 NA NA
- ---------------------------------------------------------------------------------------------------------------------------------
Total Commercial Credit-Related $195,833 $191,654 $ 1,471 $ 1,333 $ 400 $ 576
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
As of or for the Year Ended Past Due 90 Days and Average Annual
December 31, Over and Accruing Net Charge-off Rate
(in millions, except ratios) 2000 1999 2000 1999
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMERCIAL LOANS
Domestic Commercial:
Commercial and Industrial $ 95 $ 52 0.43% 0.41%
Commercial Real Estate 3 5 NM NM
Financial Institutions -- -- 0.32 1.10
- ------------------------------------------------------------------------------------------------------
Total Domestic Commercial Loans 98 57 0.38 0.42
Foreign Commercial:
Commercial and Industrial 1 4 0.29 0.66
Commercial Real Estate -- -- -- --
Financial Institutions -- 20 NM 0.15
Foreign Governments -- -- -- NM
- ------------------------------------------------------------------------------------------------------
Total Foreign Commercial Loans 1 24 0.25 0.60
- ------------------------------------------------------------------------------------------------------
Total Commercial Loans 99 81 0.33 0.50
- ------------------------------------------------------------------------------------------------------
DERIVATIVE AND FX CONTRACTS
Commercial and Industrial(a) -- 1 NA NA
Financial Institutions -- -- NA NA
- ------------------------------------------------------------------------------------------------------
Total Derivative and FX Contracts -- 1 NA NA
- ------------------------------------------------------------------------------------------------------
Total Commercial Credit-Related $ 99 $ 82 0.33% 0.50%
- ------------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes foreign governments.
NA- Not applicable. Derivative and FX contracts are marked-to-market, and
valuation adjustments are included in trading revenues.
NM- Not meaningful.
COMMERCIAL CREDIT-RELATED
ASSETS-RISK PROFILE
[BAR GRAPH PLOT POINTS]
<TABLE>
<CAPTION>
1999 2000
- -------------------------------------------------------------------------
<S> <C> <C>
Investment Grade Equivalent 68.1% 67.0%
Below Investment Grade Performing 31.2 32.2
Nonperforming 0.7 0.8
</TABLE>
This graph highlights the percentage of investment grade equivalents over the
past two years. The balances include derivative and FX contracts.
JPMORGAN CHASE ORIGINATES FOR DISTRIBUTION
The Firm's business strategy remains one of origination for distribution: The
majority of the Firm's wholesale loan originations were distributed into the
marketplace, permitting continued revenue growth while managing loan portfolio
growth. In addition, the Firm's SVA discipline continues to discourage the
retention of loan assets that do not generate a positive return above the cost
of risk-adjusted capital. SVA remains a critical discipline in selecting loan
assets to add to the Firm's balance sheet, particularly when combined with other
credit and capital management disciplines (e.g., credit derivatives).
PURCHASE OF CREDIT PROTECTION
Since December 1997, JPMorgan Chase has entered into several Collateralized Loan
Obligations ("CLO") (cash and synthetic) totaling approximately $20 billion in
notional amount that have allowed the Firm to reduce the credit risk on loans,
loan commitments and derivatives. This reduction was accomplished using credit
default swaps and securities, which transfer the credit risk into the capital
markets. The structures provide protection on all exposures to a referenced
counterparty. In some transactions, the Firm retained the first risk of loss
tranche which totaled $194 million. In other transactions, the Firm sold the
first loss tranche and retained the senior loss tranche. As a result of these
structures, the Firm was able to reduce economic capital by approximately $216
million as of December 31, 2000. These structures also reduced risk-adjusted
assets by approximately $2.3 billion as of December 31, 2000, thereby increasing
the Firm's Tier 1 and Total risk-based capital ratios by 4 basis points (0.04%)
and 6 basis points (0.06%), respectively. These transactions have allowed the
Firm to reposition the credit risks associated with $11.3 billion of on-balance
sheet exposure to off-balance sheet entities having, in management's view, AAA
credit quality. In addition to the CLOs, the Firm has entered into single name
credit default swaps totaling approximately $19 billion in notional amount.
JPMORGAN CHASE Annual Report 2000 48
<PAGE> 47
STABLE COMMERCIAL CREDIT QUALITY
The segment of the commercial portfolio with a profile equivalent to investment
grade ratings continues to represent a majority of the portfolio. At December
31, 2000, 67% of the Firm's commercial credit-related assets were investment
grade (as defined by the Firm's internal credit grading), while approximately
32% were below investment grade performing assets. In addition, commercial
nonperforming assets increased $138 million during 2000 but remained less than
1% of the total commercial credit-related portfolio.
NET CHARGE-OFFS
In 2000, commercial net charge-offs declined by $176 million, or 31%, compared
with 1999. The decline was primarily the result of lower net charge-offs in
Asia, partially offset by higher charge-offs in North America and Europe. The
net charge-off rate on average commercial loans was 0.33% for 2000 and 0.50% for
1999. The Firm expects that the annual commercial loan net charge-off rate, over
time, will be in the range of 40 - 60 basis points (0.40% -0.60%) and
anticipates commercial net charge-offs for full-year 2001 will fall within this
range.
DIVERSIFICATION
The Firm remains highly focused on diversifying its commercial credit-related
assets. The graph below displays the Firm's 10 largest credit-related industry
groups.
> Commercial Banking, the largest industry group, continues to reflect the
Firm's market-leading position in derivatives and in providing credit to this
industry. The underlying exposures represent a high-quality portfolio,
predominantly investment grade.
> The second largest industry group represents extensions of credit to clients
of the Firm's Investment Management, Private Banking and discount brokerage
businesses. It is a highly diversified, primarily investment grade portfolio
due to its broad base of clients and the secured nature of a significant
portion of the portfolio.
> The third largest industry group is Holding and Investment Companies. The
underlying exposures in this category are not highly correlated, resulting in
a diversified, high-quality portfolio.
> The remaining industry groups contribute to the further diversification of
total commercial outstandings. These industry groups, including
Telecommunications Services, are continuously monitored with respect to risk
profile and industry composition.
DIVERSIFICATION OF INDUSTRY PROFILE-10 LARGEST INDUSTRIES
[BAR GRAPH PLOT POINTS]
<TABLE>
<CAPTION>
Investment Grade Below Investment Investment Grade Below Investment
Equivalent Grade Equivalent Grade
in billions 1999 2000
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial Banking $34.5 $3.7 $34.2 $3.9
Investment Management / Private Banking 12.0 4.6 13.2 3.2
Holding & Investment Companies 18.7 2.3 9.5 2.7
Securities Brokers, Dealers, Exchanges 9.4 1.3 9.9 1.2
Telecommunications Services 2.1 1.9 6.4 3.5
Real Estate 4.3 3.9 4.3 3.2
Central Government 1.8 0.9 5.1 0.8
Investment & Pension Funds 3.6 1.2 4.3 1.3
Oil & Gas Exploration/Production 2.5 2.7 2.5 2.8
Finance Companies 3.3 0.8 3.9 0.6
</TABLE>
This graph shows the Firm's broad diversification across industries and its
high-quality commercial lending exposure. The balances include derivative and FX
instruments. These industry risk profiles take into consideration the benefit of
collateral.
COMMERCIAL LOANS
Commercial and Industrial: The commercial and industrial ("C&I") portfolio
consists primarily of loans made to large corporate and middle market customers.
The domestic C&I portfolio increased $5.5 billion from 1999 year-end.
Non-performing domestic C&I loans increased over 1999, while net charge-offs in
2000 were $269 million, or 0.43% of the average portfolio, higher in both
absolute dollar and percentage terms relative to 1999. However, charge-offs
remained at a low level, indicative of the continued diversification and credit
quality of the portfolio.
The foreign C&I portfolio totaled $37.0 billion at December 31, 2000,
representing a $1.1 billion decline in outstandings from 1999 year-end levels.
Nonperforming foreign C&I loans declined by $132 million due, in large part, to
the continued decline in Asian nonperforming loans. Net charge-off levels for
2000 decreased from the prior year by $183 million, or 61%. The decline reflects
lower charge-offs in Asia in 2000.
49 JPMORGAN CHASE Annual Report 2000
<PAGE> 48
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. MORGAN CHASE & Co.
Commercial Real Estate: The commercial real estate portfolio represents loans
secured primarily by real property (other than loans secured by mortgages on 1-4
family residential properties, which are included in the consumer loan
portfolio). Management continues to monitor carefully this portfolio. Domestic
commercial real estate loans decreased $1.2 billion from 1999, principally as a
result of ongoing syndications, securitizations, sales and repayments. The
increase in foreign commercial real estate loans in 2000 was primarily the
result of the acquisition of Flemings.
Financial Institutions: The financial institutions portfolio includes loans to
commercial banks and companies whose businesses primarily involve lending,
financing, investing, underwriting or insurance.
Loans to financial institutions increased $0.9 billion in 2000 from 1999 levels,
primarily in the domestic portion of the portfolio. Nonperforming financial
institution loans decreased by $66 million in 2000, entirely in the foreign
portfolio. The total portfolio experienced net charge-offs of $18 million in
2000, compared with $75 million in 1999.
DERIVATIVE AND FOREIGN EXCHANGE CONTRACTS
In the normal course of business, the Firm utilizes derivative and foreign
exchange financial instruments to meet the financial needs of its customers, to
generate revenues through its trading activities and to manage its exposure to
fluctuations in interest and currency rates.
The Firm uses the same credit risk management procedures when entering into
derivative and foreign exchange transactions as those used for traditional
lending products.
The Firm's primary counterparties in derivative and foreign exchange
transactions are investment grade financial institutions, most of which are
dealers in these products.
Many of the Firm's derivative and foreign exchange contracts are short term,
which also mitigates credit risk, since these transactions settle quickly. The
table below provides the remaining maturities of derivative and foreign exchange
contracts outstanding at December 31, 2000 and 1999. The maturity profile
remained relatively consistent with the prior year.
At December 31, 2000, nonperforming derivative contracts were $37 million,
compared with $34 million at December 31, 1999, insignificant when compared with
total derivative and FX contracts.
MATURITY PROFILE
<TABLE>
<CAPTION>
2000 1999
Interest Foreign Equity, Interest Foreign Equity,
Rate Exchange Commodity and Rate Exchange Commodity and
December 31, Contracts Contracts Other Contracts Total Contracts Contracts Other Contracts Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Less than 1 year 12% 89% 40% 28% 13% 84% 37% 29%
1 to 5 years 45 9 57 41 43 14 45 39
Over 5 years 43 2 3 31 44 2 18 32
- ------------------------------------------------------------------------------------------------------------------------------------
Total 100% 100% 100% 100% 100% 100% 100% 100%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Percentages are based upon remaining contract life of mark-to-market exposure
amounts.
CROSS-BORDER EXPOSURE
The Firm has an extensive country risk process to aid in managing its
cross-border exposures. As part of this process, the Firm includes both its
credit-related lending and trading exposures in assessing its cross-border risk.
At December 31, 2000, the Firm's combined exposures in emerging markets in Latin
America and Asia totaled 2.7% of total managed assets. JPMorgan Chase has
reduced emerging Latin American exposure by 20% and emerging Asian exposure
(excluding countries rated AA- and above) by 2% during 2000. These reductions
reflected a strategy to lower the Firm's exposure as a result of the increased
risk profile of these markets.
Management believes the current level of cross-border exposure continues to
reflect appropriate levels of capital at risk, given its business mix. At these
levels of risk, the Firm remains committed to these markets.
JPMORGAN CHASE Annual Report 2000 50
<PAGE> 49
The table to the right presents JPMorgan Chase's cross-border exposure to
selected countries based upon management's view of this exposure, which takes
into account both cross-border and local exposures of traditional lending and
trading products. It also considers the impact of credit derivatives at their
notional or contract value when the Firm has either bought or sold credit
protection with counterparties located outside the respective country.
SELECTED COUNTRY EXPOSURE (a)
<TABLE>
<CAPTION>
2000 1999
Gross Local Net Net
December 31, Lending- Trading- Country Less Local Cross-Border Cross-Border
(in billions) Related(b) Related(c) Assets Funding(d) Exposure(a) Exposure (a)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mexico $1.4 $1.4 $0.8 $ (0.5) $3.1 $3.7
Brazil 0.8 0.5 2.4 (1.1) 2.6 2.7
Argentina 1.3 0.6 0.4 (0.1) 2.2 3.7
- --------------------------------------------------------------------------------------------------
South Africa 0.2 1.0 0.1 (0.1) 1.2 2.4
- --------------------------------------------------------------------------------------------------
Japan(e) 3.8 9.6 5.4 (3.5) 15.3 10.6
Indonesia 0.8 0.1 -- -- 0.9 1.1
- --------------------------------------------------------------------------------------------------
Turkey 0.3 0.3 0.5 (0.2) 0.9 0.9
Russia -- 0.2 -- -- 0.2 0.2
- --------------------------------------------------------------------------------------------------
</TABLE>
(a) Cross-border disclosure is based on management's view of the determination
of cross-border risk. Under management's view, resale agreements are
reported by the country of the counterparty of the transaction (rather than
the country of the issuer of the underlying security); net short security
sales to the same issuer can be used to offset long positions in the same
country; and credit derivatives are treated as trading positions and used to
reduce or increase exposure within a country by the notional amount of the
derivative.
(b) Lending-related includes loans and accrued interest receivable,
interest-bearing deposits with banks, acceptances, other monetary assets,
issued letters of credit, resale agreements and undrawn commitments to
extend credit (all adjusted for the impact of credit derivatives).
(c) Trading-related includes cross-border trading debt and equity instruments
adjusted for the impact of credit derivatives and the mark-to-market
exposure of derivative and foreign exchange contracts. The amounts
associated with derivative and foreign exchange contracts are presented
after taking into account the impact of legally enforceable master netting
agreements.
(d) Local country funding is included only up to the amount of local country
assets.
(e) The increase in exposure for Japan is primarily due to the impact of
exchange rates on the foreign exchange and derivatives portfolio.
CONSUMER PORTFOLIO
<TABLE>
<CAPTION>
As of or for the Year Ended Credit-Related Nonperforming
December 31, Assets Assets Net Charge-offs(d)
(in millions, except ratios) 2000 1999 2000 1999 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CONSUMER LOANS
Domestic Consumer:
1-4 Family Residential Mortgages $ 50,302 $ 44,312 $269 $ 286 $ 36 $ 29
Credit Card - Reported 18,495 15,633 26(c) 40(c) 693 828
Credit Card Securitizations(a) 17,871 17,939 -- -- 977 993
- -----------------------------------------------------------------------------------------------------------------------------------
Credit Card - Managed 36,366 33,572 26 40 1,670 1,821
Auto Financings 19,802 18,442 76 83 89 81
Other Consumer(b) 7,361 6,902 6 7 153 196
- -----------------------------------------------------------------------------------------------------------------------------------
Total Domestic Consumer 113,831 103,228 377 416 1,948 2,127
Foreign Consumer(e) 630 2,801 7 22 29 37
- -----------------------------------------------------------------------------------------------------------------------------------
Total Consumer Loans $114,461 $106,029 $384 $ 438 $ 1,977 $ 2,164
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
As of or for the Year Ended Past Due 90 Days and Average Annual
December 31, Over and Accruing Net Charge-off Rate(d)
(in millions, except ratios) 2000 1999 2000 1999
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONSUMER LOANS
Domestic Consumer:
1-4 Family Residential Mortgages $ 2 $ -- 0.08% 0.07%
Credit Card - Reported 327 280 5.00 5.82
Credit Card Securitizations(a) 387 348 5.20 5.60
- --------------------------------------------------------------------------------------------------
Credit Card - Managed 714 628 5.12 5.70
Auto Financings 1 2 0.46 0.45
Other Consumer(b) 69 65 2.22 2.80
- --------------------------------------------------------------------------------------------------
Total Domestic Consumer 786 695 1.84 2.13
Foreign Consumer(e) 2 15 1.24 1.11
- --------------------------------------------------------------------------------------------------
Total Consumer Loans $ 788 $ 710 1.82% 2.10%
- --------------------------------------------------------------------------------------------------
</TABLE>
(a) Represents the portion of credit card receivables that have been
securitized. For a further discussion of credit card securitizations, see
page 25.
(b) Consists of installment loans (direct and indirect types of consumer
finance), student loans and unsecured revolving lines of credit.
(c) Includes currently performing loans placed on a cash basis because of
concerns as to collectibility.
(d) Excludes the effect of the FFIEC-related charge of $93 million.
(e) The decrease reflects the sale of the retail operations in Hong Kong and
Panama.
JPMorgan Chase's consumer portfolio consists primarily of mortgages, credit
cards and auto financings. This portfolio is domestic and continues to be
geographically well-diversified.
The Firm's managed consumer portfolio totaled $114 billion at December 31, 2000,
an increase of $8 billion or 8% during 2000. The following pie graph provides
summary of the consumer portfolio by loan type and their related charge-off
rates. The Firm's largest component, residential mortgage loans, comprised 44%
of the total consumer portfolio and primarily is secured by first mortgages.
51 JPMORGAN CHASE Annual Report 2000
<PAGE> 50
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. MORGAN CHASE & Co.
The credit card portfolio, which accounted for 32% of consumer outstandings,
showed a significant improvement in its charge-off rate in 2000. Auto
financings, which accounted for 17% of consumer outstandings, experienced stable
charge-off rates. Other domestic consumer (installment/revolving loans), which
accounted for 6% of the consumer portfolio, reflected improved charge-off rates
during 2000.
CONSUMER MANAGED LOAN PORTFOLIO
[PIE CHART PLOT POINTS]
<TABLE>
Percentage of each loan
category to total managed
consumer loan portfolio
-------------------------
<S> <C>
Foreign Consumer 1%
Charge-off Rate:~
2000 - 1.24%~
1999 - 1.11%
Other Domestic Consumer 6%
Charge-off Rate:~
2000 - 2.22%~
1999 - 2.80%
Auto 17%
Charge-off Rate:~
2000 - 0.46%
1999 - 0.45%
Domestic Residential Mortgage 44%
Charge-off Rate:~
2000 - 0.08%~
1999 - 0.07%
Domestic Credit Card Managed 32%
Charge-off Rate:~
2000 - 5.12%~
1999 - 5.70%
</TABLE>
The graph above shows average annual charge-off rates by various consumer
categories and the percentage of each loan category to the total managed
consumer loan portfolio at December 31, 2000. The charge-off rate for the entire
consumer portfolio was 1.82% in 2000, a decrease from 2.10% in 1999. Charge-off
rates for 2000 exclude the effect of the FFIEC-related charge of $93 million.
CONSUMER LOANS BY GEOGRAPHIC REGION
<TABLE>
<CAPTION>
Residential Managed Credit Auto
Mortgage Loans Card Loans Financings
December 31, (in millions) 2000 1999 2000 1999 2000 1999
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
New York City $ 5,537 $5,962 $2,146 $2,058 $1,762 $1,577
New York (Excluding New York City) 3,774 2,109 2,227 2,166 793 827
Remaining Northeast 7,332 6,259 6,563 6,183 4,445 4,070
- ----------------------------------------------------------------------------------------------------------------------------
Total Northeast 16,643 14,330 10,936 10,407 7,000 6,474
Southeast 7,043 5,690 6,884 6,238 3,372 2,991
Midwest 3,747 3,223 7,135 6,260 2,206 1,823
Texas 2,686 3,575 2,952 2,721 3,338 3,668
Southwest (Excluding Texas) 1,406 1,205 1,720 1,578 869 853
California 14,504 12,519 4,455 4,286 2,397 2,135
West (Excluding California) 4,273 3,770 2,284 2,082 620 498
Foreign(a) 292 1,522 6 746 22 45
- ----------------------------------------------------------------------------------------------------------------------------
Total $50,594 $45,834 $36,372 $34,318 $19,824 $18,487
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The decrease reflects the sale of the retail operations in Hong Kong and
Panama.
CONSUMER LOANS
Residential Mortgage Loans: Domestic 1-4 family residential mortgage loans
increased 14% during 2000. Charge-offs for 2000 increased $7 million (24%), when
compared with the previous year, while the 2000 net charge-off rate remained low
at 0.08%, reflecting the continued strong credit quality of the portfolio.
Credit Card Loans: The Firm analyzes its credit card portfolio on a "managed
basis," which includes credit card receivables on the balance sheet, as well as
credit card receivables that have been securitized.
Domestic managed credit card receivables increased 8% during 2000. The decrease
in the net charge-off rate was a result of lower customer bankruptcy levels as
well as lower contractual losses. The managed credit card charge-off ratio for
2001 is expected to be similar to full-year 2000; although total charge-offs are
expected to increase for 2001.
Auto Financings: Auto financings increased 7% from 1999, reflecting strong
consumer demand during the second half of 2000 due to favorable pricing
programs. The 2000 charge-off rate of 0.46% is indicative of this portfolio's
selective approach to asset origination.
Other Consumer Loans: Other domestic consumer loans increased 7% from 1999. The
decrease in net charge-offs in 2000 reflects improved credit performance and the
sale of an underperforming segment of this portfolio.
JPMORGAN CHASE Annual Report 2000 52
<PAGE> 51
ALLOWANCE FOR CREDIT LOSSES
LOANS
JPMorgan Chase's Allowance for Loan Losses is intended to cover probable credit
losses for which either the asset is not specifically identified or the size of
the loss has not been fully determined. Within the allowance, there are specific
and expected loss components and a residual component.
The specific loss component covers those commercial loans deemed by the Firm to
be criticized. The Firm internally categorizes its criticized commercial loans
into three groups: doubtful, substandard and special mention.
All nonperforming loans are characterized as either doubtful or substandard.
Non-performing commercial loans are considered to be impaired loans. The
allowance for impaired loans is computed using the methodology under SFAS 114.
An allowance is established when the discounted cash flows (or collateral value
or observable market price) of an impaired loan is lower than the carrying value
of that loan. For the purposes of computing the specific loss component of the
allowance, larger impaired loans are evaluated individually, and smaller
impaired loans are evaluated as a pool using historical loss experience for the
respective class of assets. The criticized but still performing loans also are
evaluated as a pool using historical loss rates.
The expected loss component covers performing commercial loans (except
criticized loans) and consumer loans.
Expected losses are the product of default probability and loss severity. The
computation of the expected loss component of the allowance is based on
estimates of these factors in JPMorgan Chase's credit risk capital model. These
estimates are differentiated by risk rating and maturity for commercial loans
and by product for consumer loans.
The expected loss estimates for each consumer loan portfolio are based primarily
on the Firm's historical loss experience for the applicable portfolio.
Finally, a residual component is maintained to cover uncertainties that could
affect management's estimate of probable losses. The residual component of the
allowance reflects the margin of imprecision inherent in the underlying
assumptions used in the methodologies for estimating specific losses and
expected losses in both the commercial and consumer portfolio. It is expected
that the residual component of the allowance will range between 10% and 20% of
the total Allowance for Loan Losses.
Factors affecting the uncertainty of specific loss and expected loss estimates
include the volatility of default probabilities, rating migrations and loss
severity. These uncertainties also could relate to current macro economic and
political conditions, the impact of currency devaluations on cross-border
exposures, changes in underwriting standards, unexpected correlations within the
portfolio or other factors.
The Firm's Risk Management Committee reviews, at least quarterly, the Allowance
for Loan Losses relative to the risk profile of the Firm's credit portfolio and
current economic conditions. The allowance is adjusted based on that review if,
in management's judgment, changes are warranted.
The specific loss component increased 13% from year-end 1999 due to an increase
in loans deemed by the Firm to be criticized. The expected loss component
decreased 7% from year-end 1999, principally due to improvement in consumer
credit loan quality during 2000. The residual component at December 31, 2000 was
19%, compared with 18% at 1999 year-end.
As of December 31, 2000, management deems its allowance to be adequate (i.e.,
sufficient to absorb losses that currently may exist but are not yet
identifiable).
LENDING-RELATED COMMITMENTS
To provide for risk of losses inherent in the credit extension process,
management also computes specific and expected loss components as well as a
residual component for lending-related commitments, using a methodology similar
to that used for the loan portfolio.
ALLOWANCE COMPONENTS
<TABLE>
<CAPTION>
Lending-Related
Loans Commitments
-------------------- ---------------------
December 31, (in millions) 2000 1999 2000 1999
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Specific Loss $ 602 $ 535 $ 76 $ 99
Expected Loss:
Consumer 1,444 1,657 -- --
Commercial 919 887 174 169
- ----------------------------------------------------------------------------------
Total Expected Loss 2,363 2,544 174 169
Residual Component 700 659 33 27
- ----------------------------------------------------------------------------------
Total $3,665 $3,738 $283 $295
- ----------------------------------------------------------------------------------
</TABLE>
53 JPMORGAN CHASE Annual Report 2000
<PAGE> 52
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. MORGAN CHASE & Co.
MARKET RISK MANAGEMENT
> MARKET RISK MANAGEMENT CONTINUES TO ENCOMPASS THE ROBUST AND DISCIPLINED
PRACTICES IN EFFECT AT BOTH HERITAGE FIRMS
> VALUE-AT-RISK METHODOLOGY AND STRESS TESTING WILL CONTINUE AS CO-EQUAL TOOLS
IN MANAGING REVENUE VOLATILITY
Market Risk is the risk of loss relating to the change in value of a financial
instrument or a portfolio due to changes in the value of market variables, such
as interest rates, foreign exchange rates, credit spreads, and equity and
commodity prices.
JPMorgan Chase employs a comprehensive approach to market risk management for
its trading, investment and asset/liability management ("A/L") portfolios.
Trading portfolios are exposed to market risk because the values of trading
positions are sensitive to changes in market prices and rates. Investment and
A/L portfolios are affected by market risk because the revenues derived from
these activities, such as securities gains and losses and net interest income,
are sensitive to changes in interest rates.
Interest rate risk arises from a variety of factors, including differences in
timing between the maturities or repricing of assets, liabilities and
derivatives. For example, the repricing characteristics of loans and other
interest-earning assets do not necessarily match those of deposits, borrowings
or other liabilities.
Basis risk is another type of risk to which JPMorgan Chase is exposed in its
trading, investment and A/L activities. Basis risk is the difference in the
pricing characteristics of two instruments and occurs when the market rates or
pricing indices for different financial instruments change at different times or
by different amounts. For example, when prime-priced commercial loans are funded
with LIBOR-indexed liabilities, there is exposure to the difference between
changes in prime and LIBOR rates.
Market risk is managed on a daily basis at JPMorgan Chase and is supervised by
the Market Risk Management Group, which functions independently from the
business units and consists of professionals located in major markets around the
world.
Market risk is primarily controlled through a series of limits, which are used
to align corporate risk appetite with risk-taking activities. Value-at-Risk
("VAR") limits and stress-loss advisory limits are approved by the Board of
Directors. VAR limits apply at the aggregate corporate and business unit levels.
Statistical and nonstatistical limits and stress-loss advisories apply at the
trading desk level, along with designations of authorized instruments and
maximum tenors. The use of nonstatistical measures and stop-loss advisories,
together with VAR limits, reduces the likelihood that potential trading losses
will reach daily VAR limits under normal market conditions.
Risk limits are set according to a number of criteria, including relevant market
analysis, market liquidity, prior track record, business strategy, and
management experience and depth. Risk limits are reviewed regularly to maintain
consistency with trading strategies and material developments in market
conditions and are updated at least twice a year.
RISK MEASUREMENT
Because no single risk statistic can reflect all aspects of market risk, the
Firm utilizes several statistical and nonstatistical risk measures. Combining
the two approaches is key to enhancing the stability of revenues from market
risk activities because, taken together, these risk measures provide a more
comprehensive view of market risk exposure than any single measure.
Risk Measures:
> Value-at-Risk ("VAR")
> Stress Testing
- Economic Value
- Net Interest Income ("NII")
> Basis Point Value ("BPV")
> Vulnerability Identification ("VID")
The methodologies used at Chase and J.P. Morgan, Value-at-Risk and stress
testing, were generally consistent. Certain aspects of their implementation
differed, such as the length of time used, the weighting of historical data and
the statistical confidence levels employed (VAR at Chase was calculated at the
99% confidence level, while the comparable measure used at J.P. Morgan was
calculated at the 95% confidence level). During 2001, the statistical measures
used by JPMorgan Chase will combine the best practices of both heritage firms.
VAR and stress testing will remain the predominant risk measurement tools of
JPMorgan Chase.
JPMORGAN CHASE Annual Report 2000 54
<PAGE> 53
VALUE-AT-RISK
Value-at-Risk is a measure of the dollar amount of potential loss from adverse
market moves in an everyday market environment. The VAR methodology used at
JPMorgan Chase is based on historical simulation, which assumes that actual
observed historical changes in market indices, such as interest rates, foreign
exchange rates, and equity and commodity prices, reflect possible future
changes. Historical simulation methodology permits consistent and comparable
measurement of risk across instruments and portfolios.
VAR calculations are performed for all material trading and investment
portfolios and for all material market risk-related A/L activities. All
statistical models have a degree of uncertainty associated with the assumptions
employed. The use of historical simulation for VAR calculations is not as
dependent on assumptions about the distribution of portfolio losses as are other
VAR methodologies that are parameter-based. Since the VAR methodology is
dependent on the quality of available market data, diagnostic information is
used to continually evaluate the reasonableness of the VAR model. This
information includes the calculation of statistical confidence intervals around
the daily VAR estimate and daily "back testing" of VAR against actual financial
results.
Daily Earnings at Risk ("DEaR"), a variation of the VAR methodology, was the
statistical measure used at J.P. Morgan to estimate the Firm's exposure in
normal markets to market risk and to credit risk in the trading derivatives
portfolio.
The following table presents VAR information for JPMorgan Chase at December 31,
2000. Due to the complexity of the modeling and the procedural differences at
the heritage firms, combined VAR is not available for periods prior to the
merger date. Accordingly, disclosure of Chase VAR and J.P. Morgan DEaR
information for periods prior to December 31, 2000 is presented separately
below. In addition, due to significant differences in the definition of market
risk-related revenues used in preparation of histograms at Chase and J.P.
Morgan, it is not feasible to include a histogram for fiscal year 2000.
COMBINED JPMORGAN CHASE VAR
<TABLE>
<CAPTION>
At December 31, 2000
(in millions)
- -------------------------------------------------------------------------------
<S> <C>
Trading Portfolio $ 51
Market Risk-Related A/L Activities 102
Less: Portfolio Diversification (35)
- -------------------------------------------------------------------------------
Aggregate VAR $118
- -------------------------------------------------------------------------------
</TABLE>
Although no single risk statistic can reflect all aspects of market risk, the
tables that provide a meaningful overview of the market risk exposure at each
heritage firm for the dates presented.
CHASE AGGREGATE VAR
<TABLE>
<CAPTION>
Year Ended December 31, 2000 At December 31, At December 31,
-----------------------------------------------------------------------
Average Minimum Maximum 2000 1999
(in millions) VAR VAR VAR VAR VAR
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Trading Portfolio $25 $ 20 $ 31 $24 $23
Market Risk-Related
A/L Activities (a) 72 60 107 101 67
Less: Portfolio Diversification (19) NM NM (23) (16)
- -------------------------------------------------------------------------------------------------------------
Aggregate VAR $78 $ 68 $105 $102 $74
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Substantially all of the risk is interest rate related.
NM- Because the minimum and maximum may occur on different days for different
risk components, it is not meaningful to compute a portfolio
diversification effect. In addition, Chase's average and period-end VARs
are less than the sum of the VARs of its market risk components due to risk
offsets resulting from portfolio diversification.
In 2000, Chase posted positive daily market risk-related revenue for 254 out of
259 days, with 88 days exceeding positive $20 million. In 1999, Chase posted
positive daily market risk-related revenue for 250 out of 260 days, with 62 days
exceeding positive $20 million. Chase incurred no daily trading losses in excess
of $20 million in either 2000 or 1999.
CHASE MARKED-TO-MARKET TRADING PORTFOLIO
<TABLE>
<CAPTION>
Year Ended December 31, 2000 At December 31, At December 31,
-------------------------------------------------------------------------
Average Minimum Maximum 2000 1999
(in millions) VAR VAR VAR VAR VAR
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest Rate $20 $15 $27 $19 $20
Foreign Exchange 4 2 8 4 3
Equities 5 2 9 6 7
Commodities 5 3 7 4 3
Hedge Fund Investments 5 3 5 4 3
Less: Portfolio Diversification (14) NM NM (13) (13)
- -------------------------------------------------------------------------------------------------------------
Total Trading VAR $25 $20 $31 $24 $23
- -------------------------------------------------------------------------------------------------------------
</TABLE>
NM- Because the minimum and maximum may occur on different days for different
risk components, it is not meaningful to compute a portfolio
diversification effect. In addition, Chase's average and period-end VARs
are less than the sum of the VARs of its market risk components due to risk
offsets resulting from portfolio diversification.
55 JPMORGAN CHASE Annual Report 2000
<PAGE> 54
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. MORGAN CHASE & Co.
The average market risk DEaR for trading activities at J.P. Morgan declined 10%
to $26 million in 2000, primarily reflecting lower exposures and lower levels of
volatility, compared with 1999. Since DEaR, which is an estimate of potential
loss, uses a 95% confidence interval estimate, losses greater than the
calculated DEaR projections would be expected 5% of the time over the relevant
period. During 2000, J.P. Morgan's DEaR estimates were well within its
statistical expectations, as losses in excess of DEaR projections occurred less
than 5% of the time.
J.P. MORGAN AGGREGATE DEaR FOR ALL PORTFOLIOS
<TABLE>
<CAPTION>
Average Minimum Maximum At December 31,
(in millions) 2000 1999 2000 1999 2000 1999 2000 1999
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trading $ 26 $29 $15 $18 $40 $48 $21 $26
Investment(a) 4 26 2 8 9 75 3 9
Aggregate DEaR(b) 28 42 18 20 43 92 21 22
- ---------------------------------------------------------------------------------------
</TABLE>
(a) Investment includes primarily mortgage-backed securities ("MBS"). The
decrease in 2000 compared with 1999 is attributable to the change in the
size of the MBS portfolio.
(b) Aggregate DEaR includes the impact of portfolio diversification.
J.P. MORGAN DEaR FOR MARKED-TO-MARKET TRADING PORTFOLIOS
<TABLE>
<CAPTION>
2000 1999 DECEMBER 31, DECEMBER 31,
(IN MILLIONS) AVERAGE AVERAGE 2000 1999
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Rate $18 $23 $14 $22
Foreign Exchange 2 7 1 4
Equities 8 5 9 4
Commodities -- 2 -- 1
Less: Portfolio Diversification (2) (8) (3) (5)
- ---------------------------------------------------------------------------------------
Total $26 $29 $21 $26
- ---------------------------------------------------------------------------------------
</TABLE>
STRESS TESTING
Whereas VAR captures exposure to unlikely events in normal markets, stress
testing discloses market risk under plausible events in abnormal markets.
Portfolio stress testing is integral to the market risk management process and
is co-equal with and complementary to VAR as a risk measurement and control
tool. Stress results, together with VAR, are used in determining the allocation
of economic capital. Stress scenarios are continually reviewed and updated to
respond to changes in positions and economic events. Stress loss advisories for
JPMorgan Chase and for each of the major trading, investment and A/L businesses
will be set to govern the Firm's largest exposures to abnormal market
conditions.
Initially, corporate stress tests will be performed monthly on randomly selected
dates, with a goal of performing stress testing weekly as soon as possible.
Desk-level stress testing of the specific risks associated with particular
businesses will continue to be performed weekly.
Stress test methodology assumes no actions are taken during a stress event to
change the risk profile of its portfolios. This captures the decreased liquidity
that frequently accompanies abnormal markets and results in a conservative
stress loss estimate. The results of the combined marked-to-market trading
activities stress test as of January 4, 2001 (the closest date to calendar
year-end for which results are available) indicate a pre-tax stress test loss of
$447 million.
Economic value stress testing is a measure that was applied to investment
portfolios and A/L activities at Chase. The economic value stress test projects
the anticipated change in value of assets and liabilities under certain stress
test scenarios. This contrasts with the NII stress test analysis discussion that
follows, which shows the potential change in earnings over the next year.
NII stress tests highlight exposures from factors such as administered rates
(e.g., prime lending rate), pricing strategies on consumer and business
deposits, changes in balance sheet mix and the effect of various options
embedded in the balance sheet. NII stress tests take into account forecasted
balance sheet changes (such as asset sales and securitizations, as well as
prepayment and reinvestment behavior).
JPMorgan Chase will continue to utilize the economic value and NII stress
testing methodologies using various historical and hypothetical scenarios.
JPMORGAN CHASE Annual Report 2000 56
<PAGE> 55
OTHER RISK MEASURES
Other risk measures include net open positions, basis point values, option
sensitivities, position concentrations and position turnover. These risk
measures provide additional information on an exposure's "size" and "direction."
At Chase, exposure to interest rate risk in the investment portfolio and A/L
activities was calculated using a BPV ("Basis Point Value") measure. BPV for a
portfolio shows whether a one one-hundredth percentage point (or one "basis
point") increase in a market rate will give rise to an increase or decrease in
the economic value of the portfolio and of what magnitude.
J.P. Morgan used the Vulnerability Identification system ("VID") to identify
material risks and potential earnings vulnerabilities that might not be captured
by statistical methodologies. Traders and others responsible for managing risk
positions were accountable for identifying potential "worst-case" losses and
estimating the probability of loss. The VID technology automatically escalated
this information to the appropriate manager, who had discretion to further
escalate the item within the firm as warranted.
Nonstatistical measures for JPMorgan Chase will utilize a BPV methodology and
will incorporate the VID system.
The table that follows shows that Chase had an average directional BPV value of
$(4.8) million for 2000, indicating that the market value of Chase's A/L
positions would have declined approximately $4.8 million for every one basis
point increase in interest rates along the interest rate yield curve. This
compares with an average directional BPV of $(4.9) million for 1999. In
addition, the average BPV of Chase's investment portfolio and A/L activities
would have declined by $12.5 million for every one basis point widening of
interest rate spreads. This compares with an average BPV of $(10.7) million for
1999.
The BPV measures in the table include exposure to U.S. dollar interest rates as
well as exposure to non-U.S. dollar interest rates. Average exposure to non-U.S.
dollar interest rates was approximately 20% of Chase's total directional
interest rate exposure for the year ended December 31, 2000. Exposure to
non-U.S. dollar basis risk was immaterial. The directional risk of JPMorgan
Chase would not differ materially from the Chase exposures set forth in the
table below as J.P. Morgan did not have significant directional risk in its
investment or A/L portfolios.
MARKET RISK-RELATED A/L ACTIVITIES
<TABLE>
<CAPTION>
Year Ended December 31, 2000 At December 31, At December 31,
(in millions, pre-tax amounts) Average Minimum Maximum 2000 1999
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Directional Risk $ (4.8) $(1.6) $(7.7) $(7.2) $(4.7)
Basis Risk $(12.5) $(8.0) $(17.9) $(17.9) $(13.2)
- ------------------------------------------------------------------------------------------------------
</TABLE>
Foreign currency exposures were managed through the use of foreign exchange
options and forwards. At December 31, 2000, JPMorgan Chase's earnings
sensitivity to changes in foreign currency rates was not significant.
57 JPMORGAN CHASE Annual Report 2000
<PAGE> 56
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
OPERATIONAL RISK MANAGEMENT
> THE RISK MANAGEMENT COMMITTEE SETS THE FIRM'S OVERALL STRATEGIC OPERATIONAL
RISK AGENDA
> BUSINESS MANAGERS ARE RESPONSIBLE FOR MAINTAINING A COMPREHENSIVE SYSTEM OF
INTERNAL CONTROLS IN ORDER TO MANAGE OPERATIONAL RISK EFFECTIVELY
Operational Risk is the risk of loss resulting from inadequate or failed
internal processes or systems, human factors or external events. Internal
processes include activities relating to accounting, reporting, operations, tax,
legal, compliance and personnel management.
Operational risk is an inherent risk element in each of the Firm's businesses
and key support activities. Such risk manifests itself in various breakdowns,
errors and business interruptions and can potentially result in financial losses
and other damage to the Firm. To monitor and control such risk, each heritage
firm maintained a system of comprehensive policies and a control framework
designed to provide a sound and well-controlled operational environment
throughout the organization. These systems have been designed to keep
operational risk at appropriate levels in view of each firm's financial
strength, the characteristics of its businesses and the markets in which it
operated, and the competitive and regulatory environment to which it was
subject. An effort currently is under way within the Firm to integrate in a
timely and risk-sensitive manner the control framework of each heritage
organization.
Operational risk management is considered a principal risk discipline within the
Firm, along with market risk and credit risk. The Risk Management Committee
establishes the strategic risk policy and framework for all risk disciplines
within the Firm. It is composed of the senior business managers and other
executives and is chaired by the Vice Chairman for Finance, Risk Management and
Administration. In addition, the Audit and Risk Policy Committees of the Board
of Directors are kept abreast of the Firm's overall control environment and the
status of important control initiatives.
Primary responsibility for managing operational risk rests with business
managers. These individuals, with the support of their staffs, are responsible
for establishing and maintaining internal control procedures that are
appropriate for their particular operating environments. Finance, Audit and
other key support functions also play key roles in reviewing and maintaining the
integrity of the control environment.
In early 2001, the Firm also established a new Corporate Operational Risk
Management Team, reporting to the Firm's Productivity and Quality Executive
under the overall responsibility of the Vice Chairman for Finance, Risk
Management and Administration. The goal of the group is to create an operational
risk framework that emphasizes active management of operational risk throughout
the Firm.
Specific initiatives of the Corporate Operational Risk Management Team in 2001
include:
> Design and integrate a revised, firm-wide approach to self-assessment,
capitalizing on the strong practices of the Firm's heritage organizations.
> Streamline and upgrade this process through the use of a J.P. Morgan web-based
application.
> Continue to refine the methodologies used to calibrate operational risk and
assign capital on the basis of this measurement. A risk-based framework for
capital measurement and allocation based on specific business metrics and loss
experience will provide direct incentives for proactive management of these
risks.
> Review and standardize, as appropriate, the roles and responsibilities of
operational risk managers and key support functions throughout the Firm.
Synchronizing these initiatives along with the Firm's audit process, financial
controls and operational risk management units helps create an environment
dedicated to proactive management of operational risks.
JPMORGAN CHASE Annual Report 2000 58
<PAGE> 57
LIQUIDITY RISK MANAGEMENT
> JPMORGAN CHASE MAINTAINS LIQUIDITY LEVELS TO SUPPORT OPERATIONS, EVEN UNDER
STRESS CONDITIONS
LIQUIDITY IS MANAGED BY JPMORGAN CHASE TO MEET KNOWN AND UNANTICIPATED CASH
FUNDING NEEDS. LIQUIDITY RISK ARISES IN THE GENERAL FUNDING OF THE FIRM'S
ACTIVITIES AND IN THE MANAGEMENT OF ITS ASSETS.
LIQUIDITY MANAGEMENT
While capital is held to absorb unexpected losses, liquidity is managed to meet
the Firm's known and unanticipated cash funding needs. Liquidity risk includes
both the risk of being unable to fund JPMorgan Chase's portfolio of assets at
appropriate maturities and rates and the risk of being unable to liquidate a
position in a timely manner at a reasonable price.
The Firm manages liquidity on a daily basis, both at the parent company and
subsidiary levels. In managing liquidity, management takes into account the
various legal limitations on the extent to which its subsidiary banks may pay
dividends to their parent companies or finance their affiliates.
The parent company routinely accesses liquidity in the public markets through
the issuance of medium-term notes and commercial paper. Contingency plans exist
that could be implemented on a timely basis upon the occurrence of a dramatic
change in market conditions. In addition, it is the Firm's policy to maintain
sufficient liquidity at the parent company to cover future cash needs over a
90-day forward period.
JPMorgan Chase holds marketable securities and other short-term investments that
can be readily converted to cash. Loan syndication and securitization programs
are utilized to facilitate the disposition of assets and to provide liquidity.
The Firm's liquidity management process incorporates a regular review of assets
deemed less liquid to assess the capacity for disposition under either
syndication, sale or securitization scenarios and to compare the expected
collateral value that would be assigned to these assets assuming they were
pledged to secure short-term borrowing.
Liquidity management also provides for the appropriate mix of deposits (both
"core" and "non-core") and capital to raise funds. A major source of liquidity
for JPMorgan Chase's bank subsidiaries derives from their ability to generate
core deposits. Core deposits include all deposits, except noninterest-bearing
time deposits and certificates of deposit of $100,000 or more. In addition to
core deposits, the Firm generates substantial non-core deposits from its
Treasury & Securities Services business and from low-cost wholesale deposits.
59 JPMORGAN CHASE Annual Report 2000
<PAGE> 58
MANAGEMENT'S DISCUSSION AND ANALYSIS
J.P. Morgan Chase & Co.
ACCOUNTING AND REPORTING DEVELOPMENTS
DERIVATIVES
In 1998, the FASB issued SFAS 133, which establishes accounting and reporting
standards for all derivative instruments. SFAS 133 requires that an entity
measure all derivatives at fair value and recognize those derivatives as either
assets or liabilities on the balance sheet. The change in a derivative's fair
value is generally to be recognized in current period earnings or equity.
JPMorgan Chase already recognizes the derivatives used in its trading activities
on its balance sheet at fair value, with changes in the fair values of these
derivatives included in earnings. This represents the substantial majority of
the derivatives utilized by the Firm.
The adoption of SFAS 133 at January 1, 2001, with respect to nontrading
derivatives, did not have a material impact on the Firm's earnings, liquidity or
capital resources.
TRANSFER OF ASSETS AND COLLATERAL
In September 2000, the FASB issued SFAS 140, which revises the standards set
forth in SFAS 125 for the accounting of securitizations and other transfers of
financial assets and collateral. SFAS 140 modifies the criteria for determining
whether the transferor has relinquished control of assets and, therefore,
whether the transfer may be accounted for as a sale. The provisions of SFAS 140
are effective for transfers and servicing of financial assets and
extinguishments of liabilities after March 31, 2001. While the Firm currently is
assessing the impact of SFAS 140, its adoption is not expected to significantly
affect JPMorgan Chase's earnings, liquidity or capital resources.
ALLOWANCE FOR LOAN LOSSES
In 1999, the Accounting Standard Executive Committee of the American Institute
of Certified Public Accountants formed the Allowance for Loan Losses Task Force
("Task Force") to research current accounting guidance and practices as they
relate to loan losses. The expectations are that the Task Force will develop a
statement of position that will provide additional accounting and reporting
guidance and clarification on the factors to consider in determining the
allowance for loan losses. The Task Force is continuing its deliberation, and
its impact is yet to be determined.
COMPARISON BETWEEN 1999 AND 1998
OPERATING RESULTS INCLUDING JPMP
JPMorgan Chase's operating earnings, including JPMorgan Partners, were $7.43
billion in 1999, an increase of 46% from 1998. Diluted operating earnings per
share increased 50%, when compared with the prior year.
Reported net income was $7.50 billion in 1999, compared with $4.75 billion in
1998. Diluted net income per share was $3.69 in 1999, compared with $2.27 in
1998.
Operating revenues in 1999 rose 20% to $31.7 billion, reflecting increases in
investment banking fees, trading-related revenue, private equity gains, and fees
and commissions.
Net interest income, on an operating basis, was $10.11 billion in 1999,
relatively consistent with the previous year.
Operating expenses were $17.9 billion in 1999, an increase of 11% from the prior
year. The growth in expenses was primarily due to higher incentive costs
associated with the growth in revenues.
Credit costs during 1999 were $2.44 billion, a decrease of $162 million from the
1998 level, primarily due to an overall improvement in the global credit
environment and reduced risk in credit exposures. The provision for loan losses
remained stable from the 1998 level.
Income tax expense in 1999 was $3.99 billion, compared with $2.60 billion in
1998. The effective tax rate was 34.7% for 1999, compared with 35.4% for 1998.
OPERATING RESULTS EXCLUDING JPMP
JPMorgan Chase's cash operating earnings, excluding JPMorgan Partners, were $6.0
billion in 1999, an increase of 28% from 1998. Diluted cash operating earnings
per share increased 31%, when compared with 1998.
LINES OF BUSINESS RESULTS
Investment Bank cash operating earnings in 1999 rose $785 million, or 29%, due
to strong trading-related revenue and investment banking fees, partially offset
by higher incentives (as a result of strong growth in revenues) and lower
securities gains.
Investment Management & Private Banking cash operating earnings in 1999 rose $89
million, or 38%, due to expanded product capabilities and distribution channels.
Treasury & Securities Services cash operating earnings in 1999 increased by $28
million or 5%, when compared with 1998, and revenue was up 9% for the year.
Revenue growth was strong due to higher operating volumes from portfolio
acquisitions. Earnings were tempered by increased expenses due to investment
spending and costs related to Year 2000 initiatives coupled with costs incurred
to address recordkeeping functions related to bond administration.
JPMorgan Partners cash operating earnings increased by $1.09 billion over the
prior year, reflecting strength in the equity markets for technology and
Internet initial public offerings.
Retail & Middle Market Financial Services cash operating earnings increased by
$209 million or 14% over 1998. The increase was attributable to the growth in
servicing residential mortgages and auto loans, higher deposit levels and fees,
and significant improvement in credit quality, partially offset by significant
investments in Internet and technology activities.
JPMORGAN CHASE Annual Report 2000 60
<PAGE> 59
MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING AND REPORT OF
INDEPENDENT ACCOUNTANTS
J.P. Morgan Chase & Co.
TO OUR STOCKHOLDERS:
The management of J.P. Morgan Chase & Co. has the responsibility for preparing
the accompanying consolidated financial statements and for their integrity and
objectivity. The statements were prepared in accordance with accounting
principles generally accepted in the United States of America. The consolidated
financial statements include amounts that are based on management's best
estimates and judgments. Management also prepared the other information in the
annual report and is responsible for its accuracy and consistency with the
consolidated financial statements.
Management maintains a comprehensive system of internal control to assure the
proper authorization of transactions, the safeguarding of assets and the
reliability of the financial records. The system of internal control provides
for appropriate division of responsibility and is documented by written policies
and procedures that are communicated to employees. J.P. Morgan Chase & Co.
maintains a strong internal auditing program that independently assesses the
effectiveness of the system of internal control and recommends possible
improvements. Management believes that as of December 31, 2000, J.P. Morgan
Chase & Co. maintains an effective system of internal control.
The Audit Committee of the Board of Directors reviews the systems of internal
control and financial reporting. The Committee, which is comprised of directors
who are independent from J.P. Morgan Chase & Co., meets and consults regularly
with management, the internal auditors and the independent accountants to review
the scope and results of their work.
The accounting firm of PricewaterhouseCoopers LLP has performed an
independent audit of J.P. Morgan Chase & Co.'s financial statements. Management
has made available to PricewaterhouseCoopers LLP all of J.P. Morgan Chase &
Co.'s financial records and related data, as well as the minutes of
stockholders' and directors' meetings. Furthermore, management believes that all
representations made to PricewaterhouseCoopers LLP during its audit were valid
and appropriate. The accounting firm's report appears below.
/s/ DOUGLAS A. WARNER III
---------------------
Douglas A. Warner III
Chairman of the Board
/s/ WILLIAM B. HARRISON, JR.
-----------------------
William B. Harrison, Jr.
President and Chief Executive Officer
/s/ MARC J. SHAPIRO
---------------
Marc J. Shapiro
Vice Chairman
Finance, Risk Management and Administration
/s/ DINA DUBLON
-----------
Dina Dublon
Executive Vice President
and Chief Financial Officer
January 16, 2001
[PRICEWATERHOUSECOOPERS LOGO]
PRICEWATERHOUSECOOPERS LLP - 1177 AVENUE OF THE AMERICAS - NEW YORK, NY 10036
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF J.P. MORGAN CHASE & CO.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of changes in stockholders' equity and of
cash flows present fairly, in all material respects, the financial position of
J.P. Morgan Chase & Co. and its subsidiaries at December 31, 2000 and 1999, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Corporation's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PRICEWATERHOUSECOOPERS LLP
January 16, 2001
61 JPMORGAN CHASE Annual Report 2000
<PAGE> 60
CONSOLIDATED STATEMENT OF INCOME
J.P. Morgan Chase & Co.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions, except per share data) 2000 1999 1998
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE
Investment Banking Fees $ 4,362 $ 3,517 $ 2,903
Trading Revenue 6,298 5,252 3,600
Fees and Commissions 9,229 7,876 6,739
Private Equity - Realized Gains 2,051 1,690 1,355
Private Equity - Unrealized Gains (Losses) (1,036) 1,457 (43)
Securities Gains (Losses) 229 (192) 469
Other Revenue 2,289 1,045 883
- ------------------------------------------------------------------------------------------------
Total Noninterest Revenue 23,422 20,645 15,906
- ------------------------------------------------------------------------------------------------
Interest Income 36,643 31,207 34,930
Interest Expense 27,131 20,922 25,083
- ------------------------------------------------------------------------------------------------
Net Interest Income 9,512 10,285 9,847
- ------------------------------------------------------------------------------------------------
Revenue before Provision for Loan Losses 32,934 30,930 25,753
Provision for Loan Losses 1,377 1,446 1,453
- ------------------------------------------------------------------------------------------------
Total Net Revenue 31,557 29,484 24,300
- ------------------------------------------------------------------------------------------------
EXPENSE
Compensation Expense 12,748 10,534 8,871
Occupancy Expense 1,294 1,190 1,123
Technology and Communications 2,454 2,179 2,172
Merger and Restructuring Costs 1,431 23 887
Amortization of Intangibles 528 329 293
Other Expense 4,369 3,740 3,607
- ------------------------------------------------------------------------------------------------
Total Noninterest Expense 22,824 17,995 16,953
- ------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE 8,733 11,489 7,347
Income Tax Expense 3,006 3,988 2,602
- ------------------------------------------------------------------------------------------------
NET INCOME $ 5,727 $ 7,501 $ 4,745
- ------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON STOCK $ 5,631 $ 7,395 $ 4,612
- ------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
Basic $ 2.99 $ 3.87 $ 2.37
Diluted 2.86 3.69 2.27
- ------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
JPMORGAN CHASE Annual Report 2000 62
<PAGE> 61
CONSOLIDATED BALANCE SHEET
J.P. Morgan Chase & Co.
<TABLE>
<CAPTION>
December 31, (in millions, except share data) 2000 1999
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and Due from Banks $ 23,972 $ 18,692
Deposits with Banks 8,333 30,421
Federal Funds Sold and Securities Purchased under Resale Agreements 69,474 58,981
Securities Borrowed 32,371 35,528
Trading Assets:
Debt and Equity Instruments (Including Assets Pledged of $53,592 in 2000) 139,249 104,125
Derivative Receivables 76,373 76,736
Securities:
Available-for-Sale (Including Assets Pledged of $28,713 in 2000) 73,106 74,911
Held-to-Maturity (Fair Value: $593 in 2000 and $876 in 1999) 589 888
Loans (Net of Allowance for Loan Losses of $3,665 in 2000 and $3,738 in 1999) 212,385 199,270
Private Equity Investments 11,428 10,389
Accrued Interest and Accounts Receivable 20,618 20,554
Premises and Equipment 7,087 6,436
Goodwill and Other Intangibles 15,833 9,632
Other Assets 24,530 20,440
- -----------------------------------------------------------------------------------------------------------
Total Assets $ 715,348 $ 667,003
- -----------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
Domestic:
Noninterest-Bearing $ 55,933 $ 50,366
Interest-Bearing 89,370 84,341
Foreign:
Noninterest-Bearing 6,780 6,559
Interest-Bearing 127,282 145,798
--------- ---------
Total Deposits 279,365 287,064
Federal Funds Purchased and Securities Sold under Repurchase Agreements 131,738 109,841
Commercial Paper 24,851 20,363
Other Borrowed Funds 19,840 15,403
Trading Liabilities:
Debt and Equity Instruments 52,157 46,268
Derivative Payables 76,517 72,722
Accounts Payable, Accrued Expenses and Other Liabilities (Including the
Allowance for Credit Losses of $283 in 2000 and $295 in 1999) 40,754 34,196
Long-Term Debt 43,299 41,852
Guaranteed Preferred Beneficial Interests in the Firm's Junior
Subordinated Deferrable Interest Debentures 3,939 3,688
- -----------------------------------------------------------------------------------------------------------
Total Liabilities 672,460 631,397
- -----------------------------------------------------------------------------------------------------------
Commitments and Contingencies (See Note 24)
PREFERRED STOCK OF SUBSIDIARY 550 550
STOCKHOLDERS' EQUITY
Preferred Stock 1,520 1,622
Common Stock (Authorized 4,500,000,000 Shares,
Issued 1,940,109,081 Shares in 2000 and 2,066,506,215 Shares in 1999) 1,940 1,625
Capital Surplus 11,598 12,724
Retained Earnings 28,096 28,455
Accumulated Other Comprehensive Income (Loss) (241) (1,428)
Treasury Stock, at Cost (11,618,856 Shares in 2000 and 215,999,151 Shares in 1999) (575) (7,942)
- -----------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 42,338 35,056
- -----------------------------------------------------------------------------------------------------------
Total Liabilities, Preferred Stock of Subsidiary and Stockholders' Equity $ 715,348 $ 667,003
- -----------------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
63 JPMORGAN CHASE Annual Report 2000
<PAGE> 62
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
J.P. Morgan Chase & Co.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PREFERRED STOCK
Balance at Beginning of Year $ 1,622 $ 1,722 $ 2,434
Issuance of Stock -- -- 200
Redemption of Stock (100) (100) (912)
Retirement of Treasury Stock (2) -- --
- --------------------------------------------------------------------------------------------------------
Balance at End of Year 1,520 1,622 1,722
- --------------------------------------------------------------------------------------------------------
COMMON STOCK
Balance at Beginning of Year 1,625 1,625 1,184
Issuance of Common Stock for Stock Splits 441 -- 441
Retirement of Treasury Stock (126) -- --
- --------------------------------------------------------------------------------------------------------
Balance at End of Year 1,940 1,625 1,625
- --------------------------------------------------------------------------------------------------------
CAPITAL SURPLUS
Balance at Beginning of Year 12,724 12,307 12,664
Issuance of Common Stock and Options for
(Purchase Accounting) Acquisitions 136 215 --
Retirement of Treasury Stock (237) -- --
Issuance of Common Stock for Stock Splits (441) -- (441)
Shares Issued and Commitments to Issue Common Stock for
Employee Stock-Based Awards and Related Tax Effects (584) 202 84
- --------------------------------------------------------------------------------------------------------
Balance at End of Year 11,598 12,724 12,307
- --------------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance at Beginning of Year 28,455 23,158 20,484
Net Income 5,727 7,501 4,745
Retirement of Treasury Stock (3,636) -- --
Cash Dividends Declared:
Preferred Stock (96) (106) (133)
Common Stock ($1.28, $1.08 and $0.96 per share) (2,354) (2,098) (1,938)
- --------------------------------------------------------------------------------------------------------
Balance at End of Year 28,096 28,455 23,158
- --------------------------------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at Beginning of Year (1,428) 493 522
Other Comprehensive Income (Loss) 1,187 (1,921) (29)
- --------------------------------------------------------------------------------------------------------
Balance at End of Year (241) (1,428) 493
- --------------------------------------------------------------------------------------------------------
TREASURY STOCK, AT COST
Balance at Beginning of Year (7,942) (4,206) (4,142)
Retirement of Treasury Stock 4,001 -- --
Purchase of Treasury Stock (2,950) (6,493) (1,846)
Reissuance of Treasury Stock 2,901 2,545 1,782
Reissuance of Treasury Stock for (Purchase Accounting) Acquisitions 3,415 212 --
- --------------------------------------------------------------------------------------------------------
Balance at End of Year (575) (7,942) (4,206)
- --------------------------------------------------------------------------------------------------------
Total Stockholders' Equity $ 42,338 $ 35,056 $ 35,099
- --------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME
Net Income $ 5,727 $ 7,501 $ 4,745
Other Comprehensive Income (Loss) 1,187 (1,921) (29)
- --------------------------------------------------------------------------------------------------------
Comprehensive Income $ 6,914 $ 5,580 $ 4,716
- --------------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
JPMORGAN CHASE Annual Report 2000 64
<PAGE> 63
CONSOLIDATED STATEMENT OF CASH FLOWS
J.P. Morgan Chase & Co.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $ 5,727 $ 7,501 $ 4,745
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities:
Provision for Loan Losses 1,377 1,446 1,453
Merger and Restructuring Costs 1,431 23 887
Depreciation and Amortization 2,545 1,945 1,915
Net Change in:
Trading-Related Assets (34,761) (8,721) 13,128
Securities Borrowed 3,157 (3,926) 7,585
Accrued Interest and Accounts Receivable (64) (2,627) (1,681)
Other Assets (4,110) (6,797) (4,692)
Trading-Related Liabilities 9,684 9,823 (14,763)
Accounts Payable and Accrued Expenses 1,305 1,573 (1,203)
Other Liabilities 2,673 (946) (1,141)
Other, Net (2,640) 756 (1,016)
- -----------------------------------------------------------------------------------------------------------------
Net Cash (Used in) Provided by Operating Activities (13,676) 50 5,217
- -----------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Net Change in:
Deposits with Banks 22,088 (20,843) (4,560)
Federal Funds Sold and Securities Purchased under Resale Agreements (10,493) (9,493) 15,932
Loans Due to Sales and Securitizations 33,062 40,913 45,400
Other Loans, Net (47,672) (43,843) (46,134)
Other, Net (2,210) (5,039) (2,317)
Held-to-Maturity Securities:
Proceeds 415 799 1,382
Purchases (114) (21) (91)
Available-for-Sale Securities:
Proceeds from Maturities 9,393 16,821 36,282
Proceeds from Sales 104,322 118,538 176,744
Purchases (109,051) (115,423) (238,963)
Cash Used in Acquisitions (2,195) (3,142) (1,946)
Proceeds from Divestitures of Nonstrategic Businesses and Assets 1,469 235 228
- -----------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (986) (20,498) (18,043)
- -----------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Net Change in:
Domestic Deposits 10,596 (7,686) 13,500
Foreign Deposits (18,295) 27,203 1,535
Federal Funds Purchased and Securities Sold under Repurchase Agreements 21,897 4,708 (5,089)
Commercial Paper and Other Borrowed Funds 8,925 687 1,021
Other, Net (436) 3,059 (1,948)
Proceeds from the Issuance of Long-Term Debt and Capital Securities 14,861 10,386 18,088
Repayments of Long-Term Debt (14,442) (11,565) (10,543)
Proceeds from the Issuance of Stock and Stock-Related Awards 2,278 2,755 1,749
Redemption of Preferred Stock (100) (100) (912)
Treasury Stock Purchased (2,950) (6,493) (1,846)
Cash Dividends Paid (2,282) (2,133) (1,985)
- -----------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 20,052 20,821 13,570
- -----------------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash and Due from Banks (110) 48 65
Net Increase in Cash and Due from Banks 5,280 421 809
Cash and Due from Banks at the Beginning of the Year 18,692 18,271 17,462
- -----------------------------------------------------------------------------------------------------------------
Cash and Due from Banks at the End of the Year $ 23,972 $ 18,692 $ 18,271
Cash Interest Paid $ 27,217 $ 19,880 $ 24,464
Taxes Paid $ 3,396 $ 1,891 $ 2,205
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
The Notes to Consolidated Financial Statements are an integral part of these
Statements.
65 JPMORGAN CHASE Annual Report 2000
<PAGE> 64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On December 31, 2000, J.P. Morgan & Co. Incorporated ("J.P. Morgan") merged with
and into The Chase Manhattan Corporation ("Chase"). Upon consummation of the
merger, Chase changed its name to J.P. Morgan Chase & Co. ("JPMorgan Chase" or
"the Firm"). The merger was accounted for as a pooling of interests and,
accordingly, the information included in the financial statements and
consolidated notes of JPMorgan Chase reflects the combined results of Chase and
J.P. Morgan as if the merger had been in effect for all periods presented. In
addition, certain amounts have been reclassified to conform to the current
presentation.
JPMorgan Chase is a financial holding company for a group of subsidiaries
that provide a wide range of services to a global client base that includes
corporations, governments, institutions and individuals. For a discussion of
JPMorgan Chase's business segment information, see Note 29.
The accounting and financial reporting policies of JPMorgan Chase and its
subsidiaries conform to U.S. generally accepted accounting principles and
prevailing industry practices. Additionally, where applicable, the policies
conform to the accounting and reporting guidelines prescribed by bank regulatory
authorities.
BASIS OF PRESENTATION
CONSOLIDATION
The consolidated financial statements include the accounts of JPMorgan Chase and
its majority-owned subsidiaries after eliminating intercompany balances and
transactions.
Investments in companies in which JPMorgan Chase has significant influence
over operating and financing decisions (generally defined as owning a voting or
economic interest of 20% to 50%), are accounted for in accordance with the
equity method of accounting. These investments are generally included in Other
Assets and the Firm's share of income or loss is included in Other Revenue.
Assets held in an agency or fiduciary capacity by JPMorgan Chase are not
assets of JPMorgan Chase and are not included in the Consolidated Balance Sheet.
USE OF ESTIMATES IN THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS
The preparation of consolidated financial statements requires management to make
estimates and assumptions that affect reported revenues, expenses, assets,
liabilities and disclosure of contingent assets and liabilities. Actual results
could be different from these estimates.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities denominated in foreign currencies are translated into
U.S. dollars using applicable rates of exchange. JPMorgan Chase translates
revenues and expenses using exchange rates at the transaction date.
Gains and losses from translating the financial statements of a foreign
operation where the functional currency is not the U.S. dollar are included in
Accumulated Other Comprehensive Income (Loss) within Stockholders' Equity. For
foreign operations where the functional currency is the U.S. dollar, which
include operations in highly inflationary environments, transaction gains and
losses are reported in the Consolidated Statement of Income.
TRADING ASSETS AND LIABILITIES, INCLUDING DERIVATIVES
Trading Assets include securities held for trading purposes that JPMorgan Chase
owns ("long" positions). Trading Liabilities include securities that JPMorgan
Chase has sold to other parties but does not own. These securities are "short"
positions and JPMorgan Chase is obligated to purchase these securities at a
future date. Also included in Trading Liabilities are structured notes, where
JPMorgan Chase makes a market in those instruments. Trading positions are
carried at fair value on the Consolidated Balance Sheet and recorded on a trade
date basis. Changes in the fair value of trading positions are recorded in
Trading Revenue. Trading Assets and Liabilities include derivatives used for
trading purposes. These derivatives are carried at fair value with changes in
the fair value recorded in Trading Revenue. The reported receivables (unrealized
gains) and payables (unrealized losses) related to derivatives used for trading
purposes include the effect of master netting agreements as permitted under FASB
Interpretation No. 39.
DERIVATIVES USED FOR NONTRADING PURPOSES
JPMorgan Chase uses derivatives as an end user to hedge exposures, modify the
interest rate characteristics of related balance sheet instruments or meet
longer-term investment objectives. These derivatives are not included in Trading
Assets and Liabilities.
Derivatives used as hedges must be effective at reducing the risk associated
with the exposure being hedged. Each derivative must be designated as a hedge at
the beginning of the contract and must be highly correlated with the underlying
hedged item for the life of the contract.
Swaps used to modify the interest rate characteristics of nontrading-related
balance sheet instruments must be linked to the related asset or liability, with
the term of the swap generally equal to those of the related asset or liability,
at the beginning and throughout the life of the contract. Unrealized gains and
losses are deferred on these derivative contracts.
Derivatives used to hedge or modify the interest rate characteristics of AFS
securities are carried at fair value; unrealized gains and losses on these
derivatives are recorded in Accumulated Other Comprehensive Income (Loss) within
Stockholders' Equity.
The interest component associated with derivatives used as hedges or to
modify the interest rate characteristics of assets and liabilities is recognized
over the contract's life in Net Interest Income.
Cash margin requirements associated with futures contracts and option
premiums for contracts used as hedges are recorded in Other Assets or Other
Liabilities.
JPMORGAN CHASE Annual Report 2000 66
<PAGE> 65
When a contract is settled or terminated, the cumulative change in the fair
value is recorded as an adjustment to the carrying value of the underlying asset
or liability and amortized into income over the asset's or liability's expected
remaining life. If the underlying hedged instrument is sold, JPMorgan Chase
immediately recognizes the cumulative change in the derivative's value in the
component of earnings relating to the underlying instrument.
SECURITIES
Securities are classified as either available-for-sale ("AFS") or
held-to-maturity ("HTM"). Securities are classified as AFS when, in management's
judgment, they may be sold in response to or in anticipation of changes in
market conditions. AFS securities and any related hedges are carried at fair
value on the Consolidated Balance Sheet. Any unrealized gains and losses,
including the effect of related hedges, are reported net as increases or
decreases to Accumulated Other Comprehensive Income (Loss). Securities that
JPMorgan Chase has the positive intent and ability to hold to maturity are
classified as HTM and are carried at amortized cost on the Consolidated Balance
Sheet. The specific identification method is used to determine realized gains
and losses, which are included in Securities Gains on the Consolidated Statement
of Income.
In the calculation of effective yield for mortgage-backed securities ("MBS")
and collateralized mortgage obligations ("CMO"), JPMorgan Chase anticipates
prepayment of principal. The prepayment of MBSs and CMOs is actively monitored
through JPMorgan Chase's portfolio management function. Management regularly
performs simulation testing to determine the impact that market conditions would
have on its MBS and CMO portfolios. MBSs and CMOs that management believes have
high prepayment risk are included in the AFS portfolio and reported at fair
value.
RESALE AND REPURCHASE AGREEMENTS
Securities purchased under resale agreements ("resale agreements") and
securities sold under repurchase agreements ("repurchase agreements") are
generally treated as collateralized financing transactions and are carried on
the Consolidated Balance Sheet at the amounts the securities will be
subsequently sold or repurchased, plus accrued interest. Certain of these
transactions are accounted for as "buys" and "sells", in accordance with SFAS
125. Where appropriate, resale and repurchase agreements with the same
counterparty are reported on a net basis. JPMorgan Chase takes possession of
securities purchased under resale agreements. On a daily basis, JPMorgan Chase
monitors the market value of the underlying collateral, which consists primarily
of U.S. government and agency securities, and requests additional collateral
from its counterparties when necessary.
SECURITIES BORROWED AND LENT
Securities borrowed and securities lent (recorded in Other Borrowed Funds) are
recorded at the amount of cash collateral advanced or received. Securities
borrowed consist primarily of government and equity securities. JPMorgan Chase
monitors the market value of the securities borrowed and lent on a daily basis
and calls for additional collateral when appropriate. Fees received or paid are
recorded in Interest Income or Interest Expense.
LOANS
Loans are generally reported at the principal amount outstanding, net of the
allowance for loan losses, unearned income and any net deferred loan fees
(nonrefundable yield-related loan fees, net of related direct origination
costs). Loans held for sale are carried at the lower of aggregate cost or fair
value. Loans held for trading purposes are included in Trading Assets and are
carried at fair value, with the gains and losses included in Trading Revenue.
Interest income is recognized using the interest method or on a basis
approximating a level rate of return over the term of the loan.
Nonaccrual loans are those loans on which the accrual of interest is
discontinued. Loans (other than certain consumer loans discussed below) are
placed on nonaccrual status immediately if, in the opinion of management, full
payment of principal or interest is in doubt or when principal or interest is
past due 90 days or more and collateral, if any, is insufficient to cover
principal and interest. Interest accrued but not collected at the date a loan is
placed on nonaccrual status is reversed against Interest Income. In addition,
the amortization of net deferred loan fees is suspended when a loan is placed on
nonaccrual status. Interest income on nonaccrual loans is recognized only to the
extent received in cash. However, where there is doubt regarding the ultimate
collectibility of the loan principal, all cash receipts thereafter are applied
to reduce the carrying value of the loan. Loans are restored to accrual status
only when interest and principal payments are brought current and future
payments are reasonably assured.
Consumer loans are generally charged to the allowance for loan losses
upon reaching specified stages of delinquency in accordance with the Federal
Financial Institutions Examination Council's ("FFIEC") policy. For example,
credit card loans are charged off at the earlier of 180 days past due or within
60 days from receiving notification of the filing of bankruptcy. Residential
mortgage products are generally charged off to net realizable value at 180 days
past due. Other consumer products are generally charged off (to net realizable
value if collateralized) at 120 days past due. Accrued interest on residential
mortgage products and auto financings are accounted for in accordance with the
nonaccrual loan policy discussed above. Accrued interest on all other loans is
generally reversed against interest income when the consumer loan is charged
off.
67 JPMORGAN CHASE Annual Report 2000
<PAGE> 66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
JPMorgan Chase accounts for and discloses nonaccrual commercial loans as
impaired loans. JPMorgan Chase recognizes interest income on impaired loans as
discussed above for nonaccrual loans. JPMorgan Chase excludes from impaired
loans its small-balance homogeneous consumer loans, loans carried at fair value
or the lower of cost or fair value, debt securities and leases.
A collateralized loan is considered an in-substance foreclosure and is
reclassified to Assets Acquired as Loan Satisfactions, within Other Assets, only
when JPMorgan Chase has taken physical possession of the collateral, regardless
of whether formal foreclosure proceedings have taken place.
LOAN SECURITIZATIONS
JPMorgan Chase securitizes, sells and services various consumer and commercial
loans. Interests in the securitized and sold loans may be retained in the form
of senior or subordinated interest-only strips, subordinated tranches, escrow
accounts and servicing rights. JPMorgan Chase's undivided interest in its credit
card master trust is recorded in Loans. Other retained interests are primarily
recorded in Other Assets. Gains or losses on securitization and sale depends in
part on the previous carrying amount of the loans involved in the transfer and
is allocated between the loans sold and the retained interests based on their
relative fair values at the date of sale. Since quoted market prices are
generally not available, JPMorgan Chase usually estimates fair value of these
retained interests by determining the present value of future expected cash
flows using modeling techniques that incorporate management's best estimates of
key assumptions, which may include credit losses, prepayment speeds and discount
rates commensurate with the risks involved. Gains on sales are reported in Other
Revenue. Retained interests that are subject to prepayment risk such that
JPMorgan Chase may not recover substantially all of its investment are recorded
at fair value with subsequent adjustments reflected in Other Comprehensive
Income.
ALLOWANCE FOR CREDIT LOSSES
JPMorgan Chase's Allowance for Loan Losses is intended to cover probable
credit losses for which either the asset is not specifically identified or the
size of the loss has not been fully determined. Within the allowance, there are
specific and expected loss components, and a residual component.
The SPECIFIC LOSS COMPONENT covers those commercial loans deemed by JPMorgan
Chase to be criticized. JPMorgan Chase internally categorizes its criticized
commercial loans into three groups: doubtful, substandard and special mention.
All nonperforming loans are characterized as either doubtful or substandard.
Nonperforming commercial loans are considered to be impaired loans. The
allowance for impaired loans is computed using the methodology under SFAS 114.
An allowance is established when the discounted cash flows (or collateral value
or observable market price) of an impaired loan is lower than the carrying value
of that loan. For the purposes of computing the specific loss component of the
allowance, larger impaired loans are evaluated individually, and smaller
impaired loans are evaluated as a pool using historical loss experience for the
respective class of assets. The criticized but still performing loans also are
evaluated as a pool using historical loss rates.
The EXPECTED LOSS COMPONENT covers performing commercial loans (except
criticized loans) and consumer loans.
Expected losses are the product of default probability and loss severity. The
computation of the expected loss component of the allowance is based on
estimates of these factors in JPMorgan Chase's credit risk capital model. These
estimates are differentiated by risk rating and maturity for commercial loans
and by product for consumer loans.
The expected loss estimates for each consumer loan portfolio are based
primarily on JPMorgan Chase's historical loss experience for the applicable
portfolio.
Finally, a RESIDUAL COMPONENT is maintained to cover uncertainties that could
affect management's estimate of probable losses. The residual component of the
allowance reflects the margin of imprecision inherent in the underlying
assumptions used in the methodologies for estimating specific losses and
expected losses in both the commercial and consumer portfolio. It is expected
that the residual component of the allowance will range between 10% and 20% of
the total Allowance for Loan Losses.
Factors affecting the uncertainty of specific loss and expected loss
estimates include the volatility of default probabilities, rating migrations and
loss severity. These uncertainties also could relate to current macroeconomic
and political conditions, the impact of currency devaluations on cross-border
exposures, changes in underwriting standards, unexpected correlations within the
portfolio or other factors.
JPMorgan Chase's Risk Management Committee reviews, at least quarterly, the
Allowance for Loan Losses relative to the risk profile of the portfolio and
current economic conditions. The allowance is adjusted based on that review if,
in management's judgment, changes are warranted. As of December 31, 2000,
JPMorgan Chase deemed its allowance to be adequate (i.e., sufficient to absorb
losses that may currently exist but are not yet identifiable).
To provide for risk of losses inherent in the credit extension process,
management also computes specific and expected loss components as well as a
residual component for lending-related commitments, using a methodology similar
to that used for the loan portfolio.
JPMorgan Chase maintains an allowance for credit losses as follows:
<TABLE>
<CAPTION>
REPORTED IN:
------------------------------------------------------------
ALLOWANCE FOR
CREDIT LOSSES ON: BALANCE SHEET INCOME STATEMENT
- --------------------------------------------------------------------------------
<S> <C> <C>
Loans Allowance for Loan Losses Provision for Loan Losses
- --------------------------------------------------------------------------------
Lending-Related Other Liabilities Other Revenue
Commitments
- --------------------------------------------------------------------------------
</TABLE>
JPMORGAN CHASE Annual Report 2000 68
<PAGE> 67
PRIVATE EQUITY INVESTMENTS
Public securities held by JPMorgan Partners ("JPMP") are marked-to-market at the
quoted public value less liquidity discounts, with the resulting unrealized
gains/losses included in the income statement. JPMP's valuation policy for
public securities incorporates the use of these liquidity discounts and price
averaging methodologies in certain circumstances to take into account the fact
that JPMP cannot immediately realize such public quoted values due to the
numerous regulatory, corporate and contractual sales restrictions. Private
investments are initially carried at cost, which is viewed as an approximation
of fair value. The carrying value of private investments is adjusted to reflect
valuation changes resulting from unaffiliated party transactions and for
evidence of an other-than-temporary decline in value.
PREMISES AND EQUIPMENT
Premises and equipment, including leasehold improvements, are carried at cost
less accumulated depreciation and amortization. JPMorgan Chase generally
computes depreciation using the straight-line method over the estimated useful
life of an asset. For leasehold improvements, the Firm uses the straight-line
method over the lesser of the remaining term of the leased facility or the
estimated economic life of the improvement. JPMorgan Chase capitalizes certain
costs associated with the acquisition or development of internal-use software.
Once the software is ready for its intended use, these costs are amortized on a
straight-line basis over the software's expected useful life.
GOODWILL AND OTHER INTANGIBLES
Goodwill and other acquired intangibles, such as core deposits and credit card
relationships, are amortized over the estimated periods to be benefited,
generally ranging from 7 to 25 years. An impairment review is performed
periodically on these assets.
Capitalized mortgage servicing assets consist of purchased and originated
servicing rights. These rights are amortized in proportion to, and over the
period of, the estimated future net servicing income stream of the underlying
mortgage loans. Mortgage servicing rights are assessed for impairment based on
the fair value of the right and any related derivative contracts. Impairment is
evaluated by stratifying the mortgage servicing rights by interest rate bands.
FEE REVENUE
Investment Banking Fees include securities underwriting revenues and advisory
and all other fees. Underwriting revenues are represented net of syndicate
expenses. Advisory and all other fees are recognized as revenue when the related
services are performed. In addition, JPMorgan Chase recognizes credit
arrangement and syndication fees as revenue after satisfying certain retention,
timing and yield criteria.
Fees and commissions primarily include fees from investment management,
custody and processing services, deposit accounts, brokerage services, mortgage
servicing, loan commitments, standby letters of credit, compensating balances,
insurance products and other financial service-related products. All of these
fees are generally recognized over the period that the related service is
provided. Also included are credit card revenues which primarily include
interchange income, late fees, cash advance, and annual and overlimit fees, as
well as servicing fees earned in connection with securitization activities.
Credit card revenues are generally recognized as billed, except for annual fees,
which are recognized over a 12-month period.
INCOME TAXES
JPMorgan Chase and its eligible subsidiaries file a consolidated U.S. federal
income tax return. JPMorgan Chase uses the asset and liability method required
by SFAS 109 to provide income taxes on all transactions recorded in the
consolidated financial statements. This requires that income taxes reflect the
expected future tax consequences of temporary differences between the carrying
amounts of assets or liabilities for book purposes and for tax purposes.
Accordingly, a deferred tax liability or asset for each temporary difference is
determined based on the tax rates that JPMorgan Chase expects to be in effect
when the underlying items of income and expense are to be realized. JPMorgan
Chase's expense for income taxes includes the current and deferred portions of
that expense. A valuation allowance is established to reduce deferred tax assets
to the amount JPMorgan Chase expects to be realized.
STATEMENT OF CASH FLOWS
For JPMorgan Chase's Consolidated Statement of Cash Flows, cash and cash
equivalents is defined as those amounts included in Cash and Due from Banks.
JPMorgan Chase classifies cash flows from derivative transactions used as hedges
in the same manner as the items being hedged.
69 JPMORGAN CHASE Annual Report 2000
<PAGE> 68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
2 - BUSINESS CHANGES AND DEVELOPMENTS
MERGER WITH J.P. MORGAN
Under the terms of the merger agreement, 617 million shares of JPMorgan Chase's
common stock were issued in exchange for all of the outstanding shares of J.P.
Morgan's common stock (based on an exchange ratio of 3.7 shares of JPMorgan
Chase's common stock for each share of J.P. Morgan's common stock). All of J.P.
Morgan's series of preferred stock were exchanged on a one-for-one basis for a
corresponding series of JPMorgan Chase's preferred stock having substantially
the same terms.
The following table sets forth the reported results of operations for the
separate companies for the periods prior to the merger.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
(in millions) SEPTEMBER 30, 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Chase:
Net Interest Income $ 5,869 $ 8,744 $ 8,566
Noninterest Revenue 10,872 13,473 10,090
Net Income 3,335 5,446 3,782
J.P. Morgan:
Net Interest Income $ 1,182 $ 1,541 $ 1,281
Noninterest Revenue 6,444 7,140 5,784
Net Income 1,684 2,055 963
- --------------------------------------------------------------------------------
</TABLE>
The amounts presented above do not reflect reclassifications of certain
revenue and expense items which were made to conform to the reporting policies
of JPMorgan Chase.
SALE OF HONG KONG RETAIL BANKING BUSINESS
During the fourth quarter of 2000, Chase completed the sale of its Hong
Kong-based retail banking business, including Chase Manhattan Card Company
Limited, to Standard Chartered PLC for $1.3 billion in cash. The sale resulted
in a pre-tax gain of $827 million ($537 million after-tax).
TRANSFER OF EUROCLEAR-RELATED BUSINESS
On December 31, 2000, J.P. Morgan and the Boards of Euroclear Clearance System
PLC and Euroclear Clearance System Societe Cooperative consummated their
agreement and created a European-based bank in Brussels, known as Euroclear
Bank, which assumed the operations of the Euroclear System from J.P. Morgan. The
transfer resulted in a gain of $399 million ($267 million after-tax), which
reflected the impact of the minimum proceeds to be received from the Euroclear
Bank over the next two years. In addition, under the agreement, the Firm may
receive additional proceeds of up to $100 million per year for each of the next
two years based on the financial performance of the Euroclear Bank during those
periods.
SALE OF CHASEMELLON SHAREHOLDER SERVICES
On October 16, 2000, Chase agreed to sell its interest in ChaseMellon
Shareholder Services, then a 50-50 joint venture between Chase and Mellon
Financial Corporation. The sale was completed during November 2000 and did not
have a material impact on JPMorgan Chase's earnings.
ACQUISITION OF FLEMINGS
On August 1, 2000, Chase acquired Robert Fleming Holdings Limited ("Flemings").
The consideration issued to Flemings' shareholders consisted of L2.6 billion in
cash and notes and 65.3 million shares of Chase common stock. Chase also
established retention arrangements for key Flemings employees which aggregated
approximately $220 million (after-tax) and which will generally be expensed over
the two years following the acquisition. The transaction was accounted for under
the purchase method.
ACQUISITION OF BEACON
Chase acquired The Beacon Group, LLC ("Beacon"), a privately held investment
banking firm, on July 6, 2000. The acquisition was accounted for under the
purchase method.
ACQUISITION OF HAMBRECHT & QUIST
Chase acquired Hambrecht & Quist ("H&Q") for $1.46 billion on December 9, 1999.
The acquisition was accounted for under the purchase method.
SALE OF INVESTMENT MANAGEMENT BUSINESS IN AUSTRALIA
In July 1998, J.P. Morgan completed the sale of its investment management
business in Australia, resulting in a net gain of $56 million ($34 million
after-tax).
SALE OF GLOBAL TRUST AND AGENCY BUSINESS
In June 1998, J.P. Morgan completed the sale of its global trust and agency
services business, resulting in a net gain of $131 million ($79 million
after-tax).
ACQUISITION OF AMERICAN CENTURY
In January 1998, J.P. Morgan completed the purchase of a 45% economic interest
in American Century Companies, Inc., a no-load U.S. mutual fund company, for
$965 million. The investment is accounted for under the equity method.
JPMORGAN CHASE Annual Report 2000 70
<PAGE> 69
3 - TRADING ACTIVITIES
See Note 1 for the trading activities accounting policies.
TRADING REVENUE
The following table sets forth the components of total trading-related revenue.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Product Diversification:
Equities(a) $1,762 $1,194 $ 427
Debt Instruments(b) 546 245 388
Foreign Exchange Revenue(c) 1,465 1,199 1,180
Interest Rate Contracts,
Commodities and Other(d) 2,525 2,614 1,605
- --------------------------------------------------------------------------------
Trading Revenue(e) $6,298 $5,252 $3,600
Net Interest Income Impact(f) 708 1,444 1,008
- --------------------------------------------------------------------------------
Total Trading-Related Revenue $7,006 $6,696 $4,608
- --------------------------------------------------------------------------------
</TABLE>
(a) Includes equity securities and equity derivatives.
(b) Includes U.S. and foreign government and government agency securities,
corporate debt instruments, emerging markets debt instruments and
debt-related derivatives.
(c) Includes foreign exchange spot and option contracts.
(d) Includes interest rate swaps, cross-currency interest rate swaps, foreign
exchange forward contracts, interest rate futures and options, forward rate
agreements and related hedges as well as commodities, commodity derivatives
and credit derivatives.
(e) Derivative and foreign exchange contracts are marked-to-market and valuation
adjustments are included in Trading Revenue.
(f) Includes interest recognized on interest-earning and interest-bearing
trading-related positions, as well as management allocations, reflecting the
funding cost or benefit associated with trading positions. This amount is
included in net interest income on the Consolidated Statement of Income.
TRADING ASSETS AND LIABILITIES
The following table presents trading assets and trading liabilities for the
dates indicated.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
December 31, (in millions) 2000 1999
- ------------------------------------------------------------------------------------------
<S> <C> <C>
TRADING ASSETS
Debt and Equity Instruments:
U.S. Government, Federal Agencies and
Municipal Securities $ 43,251 $ 29,401
Certificates of Deposit, Bankers' Acceptances
and Commercial Paper 7,258 9,892
Debt Securities Issued by Foreign Governments 41,631 28,840
Corporate Securities 36,626 30,254
Other 10,483 5,738
- ------------------------------------------------------------------------------------------
Total Trading Assets - Debt and Equity Instruments $139,249 $104,125
- ------------------------------------------------------------------------------------------
Derivative Receivables:
Interest Rate Contracts $ 41,124 $ 36,832
Foreign Exchange Contracts 15,484 15,811
Debt, Equity, Commodity and Other Contracts 19,765 24,093
- ------------------------------------------------------------------------------------------
Total Trading Assets - Derivative Receivables $ 76,373 $ 76,736
- ------------------------------------------------------------------------------------------
TRADING LIABILITIES
Debt and Equity Instruments:
Securities Sold, Not Yet Purchased $ 51,762 $ 45,343
Structured Notes 395 925
- ------------------------------------------------------------------------------------------
Total Trading Liabilities - Debt and Equity Instruments $ 52,157 $ 46,268
- ------------------------------------------------------------------------------------------
Derivative Payables:
Interest Rate Contracts $ 27,968 $ 26,555
Foreign Exchange Contracts 17,759 14,091
Debt, Equity, Commodity and Other Contracts 30,790 32,076
- ------------------------------------------------------------------------------------------
Total Trading Liabilities - Derivative Payables $ 76,517 $ 72,722
- ------------------------------------------------------------------------------------------
</TABLE>
Average trading assets and liabilities were as follows for the periods
indicated.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Trading Assets - Debt and Equity Instruments $107,369 $95,695
Derivative Receivables $ 70,727 $73,247
- ------------------------------------------------------------------------------------------
Trading Liabilities - Debt and Equity Instruments:
Securities Sold, Not Yet Purchased $ 53,394 $38,516
Structured Notes 552 1,071
- ------------------------------------------------------------------------------------------
Total Trading Liabilities - Debt and Equity Instruments $ 53,946 $39,587
- ------------------------------------------------------------------------------------------
Total Trading Liabilities - Derivative Payables $ 66,573 $69,292
- ------------------------------------------------------------------------------------------
</TABLE>
4 - FEES AND COMMISSIONS
Details of fees and commissions were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Management, Custody and
Processing Services $3,628 $2,868 $2,473
Credit Card Revenue 1,771 1,698 1,474
Brokerage and Investment Services 1,228 768 624
Lending-Related Service Fees 1,031 1,061 948
Deposit Service Charges 906 895 718
Other Fees 665 586 502
- --------------------------------------------------------------------------------------
Total Fees and Commissions $9,229 $7,876 $6,739
- --------------------------------------------------------------------------------------
</TABLE>
5 - OTHER REVENUE AND OTHER EXPENSE
Details of other revenue and expense were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
OTHER REVENUE
Gains on Sales of Nonstrategic Assets $ 1,307 $ 166 $ 187
Residential Mortgage
Origination/Sales Activities 194 323 356
Loss on Economic Hedge
of the Flemings Purchase Price (176) -- --
All Other 964 556 340
- --------------------------------------------------------------------------------------
Total Other Revenue $ 2,289 $1,045 $ 883
- --------------------------------------------------------------------------------------
OTHER EXPENSE
Professional Services $ 1,203 $1,012 $1,045
Outside Services Expense 648 584 523
Marketing Expense 595 503 431
Travel and Entertainment 490 350 401
Special Contribution to the Foundation(a) -- 100 --
All Other 1,433 1,191 1,207
- --------------------------------------------------------------------------------------
Total Other Expense $ 4,369 $3,740 $3,607
- --------------------------------------------------------------------------------------
</TABLE>
(a) Represents a $100 million special contribution to The Chase Manhattan
Foundation.
71 JPMORGAN CHASE Annual Report 2000
<PAGE> 70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
6 - INTEREST INCOME AND INTEREST EXPENSE
Details of interest income and expense were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME
Loans $17,243 $14,783 $15,498
Securities 4,422 4,804 5,072
Trading Assets 7,160 5,432 6,775
Federal Funds Sold and Securities
Purchased under Resale Agreements 4,218 3,016 4,201
Securities Borrowed 2,294 1,877 2,129
Deposits with Banks 773 1,006 936
Other Sources 533 289 319
- --------------------------------------------------------------------------------------
Total Interest Income $36,643 $31,207 $34,930
- --------------------------------------------------------------------------------------
INTEREST EXPENSE
Deposits $10,835 $ 8,845 $ 9,663
Short-Term and Other Liabilities 13,105 9,323 12,612
Long-Term Debt 3,191 2,754 2,808
- --------------------------------------------------------------------------------------
Total Interest Expense $27,131 $20,922 $25,083
- --------------------------------------------------------------------------------------
Net Interest Income $ 9,512 $10,285 $ 9,847
Provision for Loan Losses 1,377 1,446 1,453
- --------------------------------------------------------------------------------------
Net Interest Income After
Provision for Loan Losses $ 8,135 $ 8,839 $ 8,394
- --------------------------------------------------------------------------------------
</TABLE>
7 - MERGER AND RESTRUCTURING COSTS
The following table shows the components of these costs during 2000:
<TABLE>
<CAPTION>
(in millions)
- --------------------------------------------------------------------------------
<S> <C>
Merger Costs $1,250
Restructuring Costs Not Accruable under 1999 Initiatives 181
- --------------------------------------------------------------------------------
Total Merger and Restructuring Costs $1,431
- --------------------------------------------------------------------------------
</TABLE>
2000 RESTRUCTURING INITIATIVES: Management estimates that the Firm will incur
one-time, pre-tax costs of $3.2 billion in connection with the merger of J.P.
Morgan and Chase. These costs consist of a $1.25 billion merger charge
(severance of $675 million,facilities costs of $394 million and technology and
other costs of $181 million) that was recorded on the December 31, 2000 merger
date and $1.95 billion of other costs (primarily systems integration costs,
facilities costs and retention payments) to be incurred in 2001 and 2002 that
are not accruable under existing accounting pronouncements. In 2000, $333
million of the $1.25 billion merger reserve was utilized; accordingly, the
merger liability was $917 million at December 31, 2000.
1999 RESTRUCTURING INITIATIVES: In connection with several strategic
restructuring initiatives in the fourth quarter of 1999, JPMorgan Chase incurred
a charge of $100 million for planned consolidation actions in certain businesses
and a charge of $75 million for planned staff reductions and for the disposition
of premises and equipment resulting from the relocation of several businesses to
Florida, Texas and Massachusetts. The $175 million restructuring charge included
severance costs associated with the relocation of 2,300 positions and the
projected elimination of 800 positions as well as the planned disposition of
certain premises and equipment. At December 31, 2000, the restructuring
liability was $89 million related largely to relocation actions.
In addition, the Firm incurred $181 million of additional restructuring costs
during 2000. These restructuring costs relate to relocation initiatives ($108
million) and other business initiatives ($73 million), such as the consolidation
of operations. These restructuring costs were not accruable under existing
accounting pronouncements and, therefore, were not included in the restructuring
charge taken in 1999.
1998 RESTRUCTURING INITIATIVES: During 1998, the Firm incurred charges of $868
million in connection with initiatives to streamline support functions and
realign certain business activities. In December 1999, $152 million of costs
were reversed, primarily related to occupancy costs not fully utilized under the
charge. There was no liability related to these costs outstanding at December
31, 2000.
8 - SECURITIES
See Note 1 for a discussion of the accounting policies relating to securities.
The following table presents realized gains and losses from available-for-sale
securities.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Realized Gains $ 727 $ 555 $ 1,062
Realized Losses (498) (747) (593)
- --------------------------------------------------------------------------------
Net Realized Gains (Losses) $ 229 $(192) $ 469
- --------------------------------------------------------------------------------
</TABLE>
JPMORGAN CHASE Annual Report 2000 72
<PAGE> 71
The amortized cost and estimated fair value of securities, including the impact
of related derivatives, were as follows for the dates indicated:
<TABLE>
<CAPTION>
2000
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, (in millions) Cost Gains Losses Value
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES
U.S. Government and Federal Agency/
Corporation Obligations:
Mortgage-Backed Securities $38,107 $ 26 $ 965 $37,168
Collateralized Mortgage Obligations 5,130 93 8 5,215
U.S. Treasuries 16,250 309 265 16,294
Obligations of State and Political Subdivisions 896 95 24 967
Debt Securities Issued by Foreign Governments 10,749 76 25 10,800
Corporate Debt Securities 1,080 5 13 1,072
Equity Securities 1,111 240 28 1,323
Other, Primarily Asset-Backed Securities(a) 243 38 14 267
- ---------------------------------------------------------------------------------------------
Total Available-for-Sale Securities $73,566 $882 $1,342 $73,106
- ---------------------------------------------------------------------------------------------
HELD-TO-MATURITY SECURITIES
Total Held-to-Maturity Securities(b) $ 589 $ 4 $ -- $ 593
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1999
Gross Gross
Amortized Unrealized Unrealized Fair
December 31, (in millions) Cost Gains Losses Value
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABLE-FOR-SALE SECURITIES
U.S. Government and Federal Agency/
Corporation Obligations:
Mortgage-Backed Securities $37,028 $ 50 $1,859 $35,219
Collateralized Mortgage Obligations 5,355 -- 19 5,336
U.S. Treasuries 20,600 33 954 19,679
Obligations of State and Political Subdivisions 2,300 205 168 2,337
Debt Securities Issued by Foreign Governments 10,209 5 110 10,104
Corporate Debt Securities 460 3 13 450
Equity Securities 783 184 1 966
Other, Primarily Asset-Backed Securities(a) 800 32 12 820
- ----------------------------------------------------------------------------------------------
Total Available-for-Sale Securities $77,535 $512 $3,136 $74,911
- ----------------------------------------------------------------------------------------------
HELD-TO-MATURITY SECURITIES
Total Held-to-Maturity Securities(b) $ 888 $ 1 $ 13 $ 876
- ----------------------------------------------------------------------------------------------
</TABLE>
(a) Includes CMOs of private issuers, which generally have underlying collateral
consisting of obligations of U.S. government and federal agencies and
corporations. As of December 31, 2000, there were no securities of a single
issuer, excluding the U.S. Treasury and U.S. government agencies, whose fair
value exceeded 10% of JPMorgan Chase's stockholders' equity.
(b) Primarily mortgage-backed securities.
The following table presents the amortized cost, estimated fair value and
average yield at December 31, 2000 of JPMorgan Chase's AFS and HTM securities by
contractual maturity range:
<TABLE>
<CAPTION>
Available-for-Sale Securities Held-to-Maturity Securities
Maturity Schedule of Securities Amortized Fair Average Amortized Fair Average
December 31, 2000 (in millions) Cost Value Yield(a) Cost Value Yield(a)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Due in One Year or Less $ 5,567 $ 5,511 2.77% $ 32 $ 32 7.23%
Due after One Year through Five Years 12,216 12,215 5.52 -- -- --
Due after Five Years through Ten Years 9,188 9,147 5.74 11 12 7.02
Due after Ten Years(b) 46,595 46,233 6.34 546 549 6.87
- -----------------------------------------------------------------------------------------------------------------------------
Total Securities $73,566 $73,106 5.85% $ 589 $593 6.89%
</TABLE>
(a) The average yield is based on amortized cost balances at year-end. Yields
are derived by dividing interest income (including the effect of related
derivatives on AFS securities and the amortization of premiums and accretion
of discounts) by total amortized cost. Taxable-equivalent yields are used
where applicable.
(b) Securities with no stated maturity are included with securities with a
contractual maturity of ten years or more. Substantially all of JPMorgan
Chase's MBSs and CMOs are due in ten years or more based on contractual
maturity. The estimated duration, which reflects anticipated future
prepayments based on a consensus of dealers in the market, is approximately
three years for MBSs and less than one year for CMOs.
73 JPMORGAN CHASE Annual Report 2000
<PAGE> 72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
9 - LOANS
See Note 1 for a discussion of the accounting policies relating to loans. The
composition of the loan portfolio at each of the dates indicated was as follows:
<TABLE>
<CAPTION>
2000 1999
December 31, (in millions) Domestic Foreign Total Domestic Foreign Total
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMMERCIAL
Commercial and Industrial $ 64,031 $37,002 $101,033 $ 58,563 $38,067 $ 96,630
Commercial Real Estate:
Commercial Mortgage 4,109 834 4,943 5,207 269 5,476
Construction 725 636 1,361 800 93 893
Financial Institutions 7,342 3,976 11,318 6,623 3,779 10,402
Foreign Governments -- 805 805 -- 1,517 1,517
- ------------------------------------------------------------------------------------------------------------
Total Commercial 76,207 43,253 119,460 71,193 43,725 114,918
- ------------------------------------------------------------------------------------------------------------
CONSUMER
1-4 Family Residential Mortgages 50,302 292 50,594 44,312 1,522 45,834
Credit Card 18,495 6 18,501 15,633 746 16,379
Auto Financings 19,802 22 19,824 18,442 45 18,487
Other Consumer 7,361 310 7,671 6,902 488 7,390
- ------------------------------------------------------------------------------------------------------------
Total Consumer 95,960 630 96,590 85,289 2,801 88,090
- ------------------------------------------------------------------------------------------------------------
Total Loans(a) $172,167 $43,883 $216,050 $156,482 $46,526 $203,008
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Loans are presented net of unearned income of $1,571 million and $1,530
million at December 31, 2000 and 1999, respectively.
IMPAIRED LOANS
The table below sets forth information about JPMorgan Chase's impaired loans.
JPMorgan Chase uses the discounted cash flow method as its primary method for
valuing its impaired loans:
<TABLE>
<CAPTION>
December 31, (in millions) 2000 1999
- --------------------------------------------------------------------------------------
<S> <C> <C>
Impaired Loans with an Allowance $ 986 $ 993
Impaired Loans without an Allowance(a) 444 305
- --------------------------------------------------------------------------------------
Total Impaired Loans $ 1,430 $ 1,298
Allowance for Impaired Loans under SFAS 114(b) $ 344 $ 304
Average Balance of Impaired Loans during the Year $ 1,450 $ 1,326
Interest Income Recognized on Impaired Loans
during the Year $ 13 $ 15
- --------------------------------------------------------------------------------------
</TABLE>
(a) When the discounted cash flows, collateral value or market price equals or
exceeds the carrying value of the loan, then the loan does not require an
allowance under SFAS 114.
(b) The allowance for impaired loans under SFAS 114 is included in JPMorgan
Chase's allowance for loan losses.
10 - ALLOWANCE FOR LOAN LOSSES
The table below summarizes the changes in the allowance for loan losses:
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allowance at January 1 $ 3,738 $ 4,022 $ 4,170
Provision for Loan Losses 1,377 1,446 1,453
Charge-Offs (1,634) (2,034) (1,946)
Recoveries 234 287 392
------- ------- -------
Net Charge-Offs (1,400) (1,747) (1,554)
Charge to Conform to
FFIEC Revised Policy (80) -- --
Transfer to Other Liabilities -- -- (50)
Allowance Related to
Purchased Portfolios 29 18 5
Foreign Exchange
Translation Adjustment 1 (1) (2)
- ----------------------------------------------------------------------------------------
Allowance at December 31 $ 3,665 $ 3,738 $ 4,022
- ----------------------------------------------------------------------------------------
</TABLE>
JPMORGAN CHASE Annual Report 2000 74
<PAGE> 73
11 - LOAN SECURITIZATIONS
During 2000, JPMorgan Chase securitized approximately $6.9 billion of its
consumer loans consisting of residential mortgage, credit card and automobile
loans and securitized approximately $4.7 billion of its commercial loans.
Pre-tax gains on consumer and commercial loan securitizations during 2000
totaled $52 million and $53 million, respectively. In addition, JPMorgan Chase
also sold residential mortgage loans totaling $21.5 billion primarily as
Government National Mortgage Association, Federal National Mortgage Association
and Federal Home Loan Mortgage Corporation (collectively, the "Agencies")
mortgage-backed securities, which sales resulted in gains of $106 million.
JPMorgan Chase retains the servicing responsibilities for all of its
consumer loans and for certain of its commercial loan securitizations. JPMorgan
Chase also retains the right to service the residential mortgage loans sold as a
result of the above mentioned mortgage-backed security transactions with the
Agencies. For the loans it services, JPMorgan Chase receives annual servicing
fees ranging from 0.15% to 2% of the securitized consumer loan balance plus
certain ancillary fees and from 0.05% to 0.08% of the securitized commercial
loan balance plus ancillary fees. For a discussion of mortgage servicing rights,
see Note 12.
In addition to the retention of servicing rights, JPMorgan Chase also
generally retains senior and/or subordinated interests in its consumer and
certain of its commercial loan securitizations.
The following table summarizes certain cash flows received from
securitization trusts for sales that were completed during 2000 and the key
economic assumptions used in measuring the retained interests as of the dates of
such sales:
<TABLE>
<CAPTION>
($ in millions) Consumer Commercial
- --------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOW INFORMATION:
Proceeds from New Securitizations $ 6,860 $ 4,746
Servicing Fees Collected 33 1
Other Cash Flows Received 69 8
Proceeds from Collections
Reinvested in Previous Revolving
Securitizations 29,844 1,031
- --------------------------------------------------------------------------------
KEY ASSUMPTIONS (Rates per Annum):
Annual Prepayment Rate(a) 10.5% - 13.7%, NA(b)
1.50% WAC/WAM
22.5% HEP,
29.3% CPR
- --------------------------------------------------------------------------------
Weighted Average Life 8 Months - 12.6 Years 2.1 - 9.7 Years
Expected Credit Losses 0.15% - 5.90% NA(c)
Discount Rate 7.2% - 15.0% 6.9% - 20.4%
- --------------------------------------------------------------------------------
</TABLE>
(a) WAC/WAM: Weighted Average Coupon/Weighted Average Maturity; HEP:Home Equity
Prepayment Curve; CPR:Constant Prepayment Rate.
(b) Not applicable since these retained interests are not subject to prepayment
risk.
(c) Not applicable due to collateral coverage on loans in commercial
securitizations.
At December 31, 2000, JPMorgan Chase had $6.5 billion of consumer retained
interests (excluding Mortgage Servicing Rights) and $138 million of commercial
retained interests. Of the $6.5 billion in consumer retained interests, $5.7
billion represented JPMorgan Chase's undivided interest in its credit card
master trusts. This undivided interest represents credit card receivables owned
by JPMorgan Chase within the master trusts that have not been sold. JPMorgan
Chase's interest in these receivables rank pari-passu with the investors'
interests in the master trusts. JPMorgan Chase's retained interest is recorded
and accounted for as credit card loans, and its carrying value approximates fair
value. JPMorgan Chase also maintains escrow accounts up to predetermined limits
for some of its consumer securitizations in the unlikely event that deficiencies
in cash flows owed to investors occur. The amounts available in such escrow
accounts are recorded in Other Assets and totaled $385 million as of December
31, 2000. The remaining $452 million of consumer retained interests and the $138
million of commercial retained interests were primarily subordinated or residual
interests.
The table below outlines the key economic assumptions and the sensitivity of
the current fair value of the remaining retained interests to immediate 10% and
20% adverse changes in those assumptions:
<TABLE>
<CAPTION>
($ in millions) Consumer(a) Commercial
- --------------------------------------------------------------------------------
<S> <C> <C>
Carrying amount / fair value of
retained interests $ 452 $ 138
- --------------------------------------------------------------------------------
Weighted Average Life 6 Months - 12.6 Years 2.0 - 8.1 Years
- --------------------------------------------------------------------------------
Prepayment Rate 10.5% - 13.9%, NA(b)
1.49% WAC/WAM
22.5% - 25% HEP
9% - 41% CPR
Impact of 10% Adverse Change $ (26) --
Impact of 20% Adverse Change (45) --
- --------------------------------------------------------------------------------
Loss Assumption 0.15% - 6.20% NA(c)
Impact of 10% Adverse Change $ (7) --
Impact of 20% Adverse Change (13) --
Discount Rate 7.9% - 15.1% 6.9% - 22.3%
Impact of 10% Adverse Change $ (14) $ (6)
Impact of 20% Adverse Change (26) (12)
- --------------------------------------------------------------------------------
</TABLE>
(a) A substantial portion of the $452 million in retained interests and
sensitivities relate to residential mortgage securitizations.
(b) Not applicable since these retained interests are not subject to prepayment
risk.
(c) Not applicable due to collateral coverage on loans in commercial
securitizations.
75 JPMORGAN CHASE Annual Report 2000
<PAGE> 74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
The sensitivity analysis in the table above is hypothetical and should be
used with caution. As the figures indicate, changes in fair value based on a 10%
variation in assumptions generally cannot easily be extrapolated because the
relationship of the change in the assumptions to the change in fair value may
not be linear. Also, in this table, the effect that a change in a particular
assumption may have on the fair value is calculated without changing any other
assumption. Changes in one factor may result in changes in another, which might
magnify or counteract the sensitivities.
Expected static pool credit losses as of December 31, 2000 for all loans
securitized are as follows:
<TABLE>
<CAPTION>
CONSUMER COMMERCIAL
- --------------------------------------------------------------------------------
<S> <C> <C>
Actual and Projected Credit Losses as of
December 31, 2000 0.10% - 2.33%(a) NA(b)
- --------------------------------------------------------------------------------
</TABLE>
(a) Static pool losses not applicable to credit card securitizations due to
their revolving structure.
(b) No static pool credit losses on commercial securitizations due to collateral
coverage on loans in commercial securitizations.
The table below presents information about delinquencies, net credit losses,
and components of reported and securitized financial assets at December 31, 2000
($ in millions):
<TABLE>
<CAPTION>
LOANS 90 DAYS OR NET
TYPE OF LOAN TOTAL LOANS MORE PAST DUE CHARGE-OFFS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Consumer Loans $130,591 $1,204 $2,094
Commercial Loans 124,972 1,551 400
- --------------------------------------------------------------------------------
Total Loans
Reported and Securitized(a) 255,563 2,755 2,494(b)
- --------------------------------------------------------------------------------
Less: Loans Securitized (39,513) (437) (1,014)
- --------------------------------------------------------------------------------
Reported $216,050 $2,318 $1,480
- --------------------------------------------------------------------------------
</TABLE>
(a) Reported and securitized basis represents loans on the balance sheet or that
have been securitized, but exclude securitized loans that JPMorgan Chase
continues to service but as to which it has no other continuing involvement.
(b) Includes a $93 million charge to conform to the FFIEC's revised policy
establishing uniform guidelines for charge-offs on consumer loans to
delinquent, bankrupt, deceased and fraudulent borrowers. Of this total
amount, $80 million relates to reported loans, and the remaining $13 million
relates to securitized loans.
12 - MORTGAGE SERVICING RIGHTS
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at Beginning of Year $5,187 $ 3,039 $ 1,573
Additions 2,194 3,611 2,248
Sales (290) (1,071) (47)
Hedging Activities 78 150 (323)
Amortization (708) (542) (412)
Valuation Allowance (99) -- --
------ ------- -------
Balance at End of Year $6,362 $ 5,187 $ 3,039
------ ------- -------
Estimated Fair Value at Year-End $6,400 $ 5,800 $ 3,200
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
2000
----
<S> <C>
Weighted Average Prepayment Speed Assumption 11.46% CPR
Impact on Fair Value with 10% Adverse Change $ (264)
Impact on Fair Value with 20% Adverse Change $ (504)
- --------------------------------------------------------------------------------
Weighted Average Discount Rate 11.14%
Impact on Fair Value with 10% Adverse Change $ (210)
Impact on Fair Value with 20% Adverse Change $ (409)
- --------------------------------------------------------------------------------
</TABLE>
CPR:Constant Prepayment Rate.
The sensitivity analysis in the above table is hypothetical and should be
used with caution. As the figures indicate, changes in fair value based on a 10%
variation in assumptions generally cannot be easily extrapolated because the
relationship of the change in the assumptions to the change in fair value may
not be linear. Also, in this table, the effect that a change in a particular
assumption may have on the fair value is calculated without changing any other
assumption. In reality, changes in one factor may result in changes in another,
which might magnify or counteract the sensitivities.
Various interest rate derivatives are designated as hedges of mortgage
servicing rights ("MSRs"). In addition, certain AFS securities are used as
economic hedges of the MSRs with gains on sales of the securities offsetting
impairment losses on the MSRs. Realized gains and losses from the settlement or
termination of these derivative contracts are deferred as adjustments to the
carrying value of the MSRs and amortized over the remaining life of the MSRs. At
December 31, 2000 and 1999, net deferred hedge gains of $152 million and $193
million, respectively, were included as an adjustment to the carrying value of
the MSRs.
JPMORGAN CHASE Annual Report 2000 76
<PAGE> 75
13 - LONG-TERM DEBT
The following table is a summary of long-term debt (net of unamortized original
issue debt discount):
<TABLE>
<CAPTION>
By Remaining Contractual Maturity at Under After 2000 1999
December 31, (in millions) 1 Year 1-5 Years 5 Years TOTAL Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PARENT COMPANY
Senior Debt: Fixed Rate $ 1,428 $ 4,456 $ 799 $ 6,683 $ 6,343
Variable Rate 6,156 7,334 1,678 15,168 14,174
Interest Rates(a) 2.00% - 6.91% 1.22% - 7.50% 1.00% - 8.56% 1.00% - 8.56% 1.00% - 22.00%
Subordinated Debt: Fixed Rate 350 3,188 8,337 11,875 11,355
Variable Rate -- 1,196 553 1,749 2,185
Interest Rates(a) 9.38% - 9.75% 4.78% - 8.63% 1.60% - 8.25% 1.60% - 9.75% 1.60% - 10.13%
Subtotal $ 7,934 $ 16,174 $ 11,367 $ 35,475 $ 34,057
- ------------------------------------------------------------------------------------------------------------------------------------
SUBSIDIARIES
Senior Debt: Fixed Rate $ 1,120 $ 1,660 $ 690 $ 3,470 $ 3,433
Variable Rate 583 944 907 2,434 2,931
Interest Rates(a) 5.15% - 10.26% 4.00% - 10.83% 2.03% - 13.95% 2.03% - 13.95% 1.00% - 10.60%
Subordinated Debt: Fixed Rate -- 847 648 1,495 1,181
Variable Rate -- 250 175 425 250
Interest Rates(a) -- 6.63% - 7.38% 6.13% - 9.25% 6.13% - 9.25% 3.24% - 9.25%
Subtotal $ 1,703 $ 3,701 $ 2,420 $ 7,824 $ 7,795
- ------------------------------------------------------------------------------------------------------------------------------------
Total Long-Term Debt $ 9,637 $ 19,875 $ 13,787 $ 43,299(b)(c)(d) $ 41,852
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The interest rates shown are the range of rates in effect at year-end,
including non-U.S. dollar fixed and variable rate issuances.
(b) At December 31, 2000, long-term debt aggregating $7.9 billion was redeemable
at the option of JPMorgan Chase, in whole or in part, prior to maturity,
based on the terms specified in the respective notes.
(c) The aggregate principal amount of debt that matures in each of the five
years subsequent to 2000 are $9,637 million in 2001, $10,484 million in
2002, $2,790 million in 2003, $3,594 million in 2004 and $3,007 million in
2005.
(d) Includes $1.0 billion of outstanding zero-coupon notes at December 31, 2000.
The principal amount of these notes at various maturities is $5.3 billion.
JPMorgan Chase issues long-term debt denominated in various currencies,
although predominately U.S. dollars, with both fixed and variable interest
rates.
The weighted-average interest rate for total long-term debt was 6.52% and
7.31% as of December 31, 2000 and 1999, respectively. In order to modify
exposure to interest rate and currency exchange rate movements, JPMorgan Chase
utilizes derivative instruments, primarily interest rate and currency swaps, in
conjunction with some of its debt issues. The use of these instruments modifies
JPMorgan Chase's interest expense on the associated debt. The weighted-average
interest rate for total long-term debt, including the effects of related
derivative instruments, was 6.70% and 6.35% as of December 31, 2000 and 1999,
respectively.
JPMorgan Chase has guaranteed several long-term debt issues of its
subsidiaries. Guaranteed debt totaled $195 million and $360 million at December
31, 2000 and 1999, respectively.
77 JPMORGAN CHASE Annual Report 2000
<PAGE> 76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
GUARANTEED PREFERRED BENEFICIAL INTERESTS IN THE FIRM'S JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURES
At December 31, 2000, ten wholly owned Delaware statutory business trusts
established by JPMorgan Chase had issued an aggregate $3,939 million in capital
securities, net of discount. The capital securities qualify as Tier 1 Capital of
JPMorgan Chase. The proceeds from each issuance were invested in a corresponding
series of junior subordinated deferrable interest debentures of JPMorgan Chase.
The sole asset of each statutory business trust is the relevant debenture.
JPMorgan Chase has fully and unconditionally guaranteed each of the business
trust's obligations under each trust's capital securities to the extent set
forth in the guarantee. Accordingly, the Firm is not required to disclose
separate financial statements for each statutory business trust. Each trust's
capital securities are subject to mandatory redemption, in whole or in part,
upon repayment of the debentures at their stated maturity or earlier redemption.
The following is a summary of the outstanding capital securities, net of
discount, issued by each trust and the junior subordinated deferrable interest
debenture issued by JPMorgan Chase to each trust as of December 31, 2000:
<TABLE>
<CAPTION>
($ in millions) Amount of Capital
Securities, Principal Amount Stated Maturity of Interest Rate of Interest
Net of Discount of Debenture, Capital Securities Capital Securities Payment/Distribution
Name of Trust Issued by Trust(a) Held by Trust(b) and Debentures and Debentures Dates
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Chase Capital I $ 600 $ 619 12/1/2026 7.67% Semiannual - Commencing 6/1/97
Chase Capital II 495 516 2/1/2027 LIBOR + 0.50% Quarterly - Commencing 5/1/97
Chase Capital III 296 309 3/1/2027 LIBOR + 0.55% Quarterly - Commencing 6/1/97
Chase Capital IV 350 361 12/6/2027 7.34% Quarterly - Commencing 3/31/98
Chase Capital V 200 206 3/31/2028 7.03% Quarterly - Commencing 3/31/98
Chase Capital VI 248 258 8/1/2028 LIBOR + 0.625% Quarterly - Commencing 11/1/98
Chase Capital VII 350 361 5/15/2029 7.00% Quarterly - Commencing 7/31/99
Chase Capital VIII 250 258 7/15/2030 8.25% Quarterly - Commencing 10/31/00
JPM Capital Trust I 750 773 1/15/2027 7.54% Semiannual - Commencing 7/15/97
JPM Capital Trust II 400 412 2/1/2027 7.95% Semiannual - Commencing 8/1/97
- ------------------------------------------------------------------------------------------------------------------------------------
Total $3,939 $4,073
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Represents the amount of capital securities issued to the public by each
trust. These amounts are reflected as liabilities of JPMorgan Chase.
(b) Represents the principal amount of JPMorgan Chase debentures held as assets
by each trust. These amounts represent intercompany transactions and are
eliminated in JPMorgan Chase's consolidated financial statements.
14 - PREFERRED STOCK OF SUBSIDIARY
Chase Preferred Capital Corporation ("Chase Preferred Capital"), a wholly owned
subsidiary of The Chase Manhattan Bank ("Chase Bank"), a bank subsidiary of
JPMorgan Chase, is a real estate investment trust ("REIT") established for the
purpose of acquiring, holding and managing real estate mortgage assets. At
December 31, 2000, there were 22 million shares of 8.10% Cumulative Preferred
Stock, Series A ("Series A Preferred Shares") issued and outstanding
(liquidation preference, $25 per share). Dividends on the Series A Preferred
Shares are cumulative and are payable quarterly. The dividends are recorded as
minority interest expense by JPMorgan Chase.
The Series A Preferred Shares are generally not redeemable prior to
September 18, 2001. On or after that date, the Series A Preferred Shares may be
redeemed for cash at the option of Chase Preferred Capital, in whole or in part,
at a redemption price of $25 per share, plus any accrued and unpaid dividends.
The Series A Preferred Shares are treated as Tier 1 Capital of JPMorgan Chase.
The Series A Preferred Shares are not subject to any sinking fund or mandatory
redemption and are not convertible into any other securities of Chase Preferred
Capital, JPMorgan Chase or any of its subsidiaries. The total amount of Series A
Preferred Shares outstanding at both December 31, 2000 and 1999 was $550
million.
In 2000, Chase Preferred Capital issued an aggregate 7,600 shares of Series
B Preferred Stock, stated value $1,000,000 per share, to Chase Bank. The Series
B Preferred Shares rank junior to the Series A Preferred Shares with respect to
the payment of dividends and rank on a parity with the Series A Preferred Shares
upon liquidation, dissolution or winding up of Chase Preferred Capital.
15 - PREFERRED STOCK
JPMorgan Chase is authorized to issue 200 million shares of preferred stock, in
one or more series, with a par value of $1 per share. Outstanding shares of
preferred stock at December 31, 2000 and 1999 were 26.2 million and 30.2
million, respectively. During 2000, JPMorgan Chase redeemed its 10.96%
Cumulative Preferred Stock and 1.5 million shares of its Adjustable Rate, Series
A Cumulative Preferred Stock.
Dividends on shares of each outstanding series of preferred stock are
payable quarterly. All the preferred stocks outstanding have preference over
JPMorgan Chase's common stock for the payment of dividends and the distribution
of assets in the event of a liquidation or dissolution of JPMorgan Chase.
JPMORGAN CHASE Annual Report 2000 78
<PAGE> 77
The following is a summary of JPMorgan Chase's preferred stock outstanding:
<TABLE>
<CAPTION>
Stated Value
and
Redemption Shares Earliest
Price per (in Outstanding at December 31, Redemption Rate in Effect at
Share(a) millions) 2000 (in millions) 1999 Date December 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Adjustable Rate, Series A Cumulative $ 100.00 2.42 $ 242 $ 244 See Note(b) 5.00%
Variable, Series B,C,D,E and F Cumulative(c) 1,000.00 0.25 250 250 See Note(d) 4.80 - 4.84
Adjustable Rate, Series L Cumulative 100.00 2.00 200 200 6/30/1999 5.04(e)
Adjustable Rate, Series N Cumulative 25.00 9.10 228 228 6/30/1999 5.10(e)
10.84% Cumulative 25.00 8.00 200 200 6/30/2001 10.84
Fixed/Adjustable Rate, Noncumulative 50.00 4.00 200 200 6/30/2003 4.96(e)
6.63% Series H Cumulative 500.00 0.40 200 200 3/31/2006 6.63
10.96% Cumulative 25.00 4.00 -- 100 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Preferred Stock $1,520 $1,622
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Redemption price includes amount shown in the table plus any accrued but
unpaid dividends.
(b) The shares are redeemable at any time with not less than 30 nor more than 60
days' notice.
(c) For Series B, C, D, E and F, dividend rates for each series are determined
periodically by either auctioning or remarketing. The dividend rates may not
exceed certain maximums that are 110% to 200% of various market interest
rates, depending on the prevailing credit rating of the instrument at the
dividend determination dates and the then-current dividend periods. The
dividend periods may vary from one day to 30 years, depending on the
dividend determination method used. During 2000 and 1999, JPMorgan Chase
reset the dividend rates approximately every 49 days. The dividend rates
stated above represent the range of the dividend rates in effect at
year-end. These series of preferred stock qualify as Tier 2 Capital.
(d) The shares are redeemable on the last dividend payment date of any dividend
period and at any time when the dividend rate for such shares is the maximum
rate (as defined in (c) above), as a whole or in part, at the option of
JPMorgan Chase.
(e) Floating rates are based on certain U.S. Treasury rates. The minimum and
maximum rates for Series L and Series N are 4.50% and 10.50%, respectively.
The fixed/adjustable rate preferred stock remains fixed at 4.96% through
June 30, 2003; thereafter, the minimum and maximum rates are 5.46% and
11.46%, respectively.
16 - COMMON STOCK
JPMorgan Chase is authorized to issue 4.5 billion shares of common stock, with a
$1 par value per share. The number of shares of common stock issued and
outstanding was as follows:
<TABLE>
<CAPTION>
December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Issued 1,940.1(a) 2,066.5 2,065.8
Held in Treasury (11.6)(a) (216.0) (146.3)
- --------------------------------------------------------------------------------
Outstanding 1,928.5 1,850.5 1,919.5
- --------------------------------------------------------------------------------
</TABLE>
(a) Under the terms of the merger agreement, on December 31, 2000, all 126.4
million treasury shares of J.P. Morgan were canceled and retired.
Chase shareholders approved a three-for-two stock split at their annual
meeting on May 16, 2000. The record date for the split was May 17, 2000, and the
additional shares of JPMorgan Chase common stock issued as a result of the split
were distributed on June 9, 2000. On May 19, 1998, the stockholders approved a
two-for-one stock split of Chase common stock. The additional shares issued as a
result of the split were distributed on June 12, 1998 to stockholders of record
at the close of business on May 20, 1998.
During 2000, approximately 20.3 million shares of outstanding common stock
were repurchased by Chase under a stock repurchase plan which began on January
19, 2000 and was formally terminated on October 17, 2000. Under its stock
repurchase plan, J.P. Morgan repurchased approximately 52.5 million shares of
outstanding common stock from July 1, 2000 until the plan was formally
terminated on September 13, 2000. During 2000, approximately 81.8 million shares
were issued, from treasury, under various employee stock option and other
stock-based plans. Approximately 69.0 million shares were issued from treasury
for purchase accounting acquisitions during 2000.
As of December 31, 2000, approximately 343 million unissued shares of common
stock were reserved for issuance under various employee incentive, option and
stock purchase plans.
Common shares issued (newly issued or distributed from treasury) by JPMorgan
Chase during 2000, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Employee Benefit and
Compensation Plans(a) 79.4 71.7 53.0
Dividend Reinvestment and
Stock Purchase Plans 2.4 1.3 2.1
Purchase Accounting Acquisitions and Other 69.0 0.1 0.8
- --------------------------------------------------------------------------------
Total Shares Newly Issued or
Distributed from Treasury(b) 150.8 73.1 55.9
- --------------------------------------------------------------------------------
</TABLE>
(a) See Note 21 for a discussion of JPMorgan Chase's employee stock option
plans.
(b) Shares distributed from treasury were 150.8 million in 2000, 72.4 million in
1999 and 54.9 million in 1998.
17 - EARNINGS PER SHARE
SFAS 128 requires the presentation of basic and diluted earnings per share
("EPS") in the income statement. Basic EPS is computed by dividing net income
applicable to common stock by the weighted-average number of common shares
outstanding for the period. Diluted EPS is computed using the same method as
basic EPS, but, in the denominator, common shares outstanding reflect the
potential dilution that could occur if convertible securities or other contracts
to issue common stock were converted or exercised into common stock. Net income
available for common stock is the same computation for basic EPS and diluted EPS
as JPMorgan Chase had no convertible securities, and, therefore, no adjustments
to net income available for common stock were necessary.
79 JPMORGAN CHASE Annual Report 2000
<PAGE> 78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
Basic and diluted earnings per share were as follows for the dates
indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
(in millions, except per share data) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
BASIC EARNINGS PER SHARE
Net Income $ 5,727 $ 7,501 $ 4,745
Less: Preferred Stock Dividends and Other 96 106 133
- --------------------------------------------------------------------------------
Net Income Applicable to Common Stock $ 5,631 $ 7,395 $ 4,612
Weighted-Average Basic Shares Outstanding 1,884.1 1,912.9 1,944.1
Net Income per Share $ 2.99 $ 3.87 $ 2.37
- --------------------------------------------------------------------------------
DILUTED EARNINGS PER SHARE
Net Income Applicable to Common Stock $ 5,631 $ 7,395 $ 4,612
Weighted-Average Basic Shares Outstanding 1,884.1 1,912.9 1,944.1
Add: Broad-Based Options 10.1 13.8 9.7
Options to Key Employees 74.8 78.1 79.7
- --------------------------------------------------------------------------------
Weighted-Average Diluted Shares Outstanding 1,969.0 2,004.8 2,033.5
- --------------------------------------------------------------------------------
Net Income per Share $ 2.86 $ 3.69 $ 2.27
- --------------------------------------------------------------------------------
</TABLE>
18 - COMPREHENSIVE INCOME
Comprehensive income is composed of net income and other comprehensive income,
which includes the after-tax change in unrealized gains and losses on AFS
securities and foreign currency translation adjustments (in each case, including
the impact of related derivatives).
The following table presents other comprehensive income balances:
<TABLE>
<CAPTION>
Accumulated
Year Ended Other
December 31, Unrealized Translation Comprehensive
(in millions) Gains (Losses)(a) Adjustments(b) Income
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance December 31, 1997 $ 527 $ (5) $ 522
Net Change (5) (24) (29)
------- ---- -------
Balance December 31, 1998 522 (29) 493
Net Change (1,949) 28 (1,921)
------- ---- -------
Balance December 31, 1999 (1,427) (1) (1,428)
NET CHANGE 1,183 4 1,187
------- ---- -------
BALANCE DECEMBER 31, 2000 $ (244) $ 3 $ (241)
- --------------------------------------------------------------------------------
</TABLE>
(a) Primarily represents the after-tax difference between the fair value and
amortized cost of the available-for-sale securities portfolio.
(b) Includes after-tax gains and losses on foreign currency translation from
operations for which the functional currency is other than the U.S. dollar.
The net change amount, in the following table, represents the sum of net
unrealized holding gains/(losses) and reclassification adjustments.
Reclassification adjustments are amounts recognized in net income during the
current year that had been part of other comprehensive income in previous years.
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Unrealized Holdings Gains (Losses)
Arising during the Period, Net of Taxes(a) $ 1,212 $(2,071) $ 202
Reclassification Adjustment for (Gains) Losses
Included in Net Income, Net of Taxes(b) (29) 122 (207)
- --------------------------------------------------------------------------------
Net Change $ 1,183 $(1,949) $ (5)
- --------------------------------------------------------------------------------
</TABLE>
(a) Net of tax expense of $808 million for 2000, net of tax benefit of $1,412
million for 1999, and net of tax expense of $103 million for 1998.
(b) Net of tax expense of $20 million for 2000, net of tax benefit of $64
million for 1999, and net of tax expense of $107 million in 1998.
19 - INCOME TAXES
Deferred income tax expense (benefit) results from differences between assets
and liabilities measured for financial reporting purposes and for income tax
return purposes. The significant components of deferred tax assets and
liabilities are reflected in the following table:
<TABLE>
<CAPTION>
December 31, (in millions) 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS
Allowance for Loan Losses $ 1,058 $ 1,196
Allowance Other Than Loan Losses 1,048 736
Employee Benefits 2,599 2,404
Foreign Operations 418 126
Fair Value Adjustments -- 19
Foreign Tax Credit Carryforward 225(a) 285
- --------------------------------------------------------------------------------
Gross Deferred Tax Assets $ 5,348 $ 4,766
- --------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES
Leasing Transactions $ 2,570 $ 2,388
Depreciation and Amortization 815 551
Fair Value Adjustments 367 --
Other 68 284
- --------------------------------------------------------------------------------
Gross Deferred Tax Liabilities $ 3,820 $ 3,223
- --------------------------------------------------------------------------------
Valuation Allowance $ 165 $ 165
- --------------------------------------------------------------------------------
Net Deferred Tax Asset $ 1,363 $ 1,378
- --------------------------------------------------------------------------------
</TABLE>
(a) Includes $55 million expiring in 2003, $110 million expiring in 2004 and $60
million expiring in 2005.
A valuation allowance has been recorded in accordance with SFAS 109,
primarily relating to tax benefits associated with foreign operations and with
state and local deferred tax assets.
The components of income tax expense included in the Consolidated Statement
of Income were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Current Income Tax Expense
U.S. $ 1,976 $ 1,220 $ 743
Foreign 1,224 1,420 1,506
State and Local 356 284 348
- --------------------------------------------------------------------------------
Total Current Expense 3,556 2,924 2,597
- --------------------------------------------------------------------------------
Deferred Income Tax Expense (Benefit)
U.S. (695) 998 80
Foreign 187 18 (70)
State and Local (42) 48 (5)
- --------------------------------------------------------------------------------
Total Deferred Expense (Benefit) (550) 1,064 5
- --------------------------------------------------------------------------------
Total Income Tax Expense $ 3,006 $ 3,988 $ 2,602
- --------------------------------------------------------------------------------
</TABLE>
JPMORGAN CHASE Annual Report 2000 80
<PAGE> 79
The preceding table does not reflect the tax effects of unrealized gains and
losses on available-for-sale securities and certain tax benefits associated with
JPMorgan Chase's employee stock plans. The tax effect of these items is recorded
directly in stockholders' equity. Stockholders' equity decreased by $281 million
in 2000 and increased by $1,860 million and $315 million in 1999 and 1998,
respectively, as a result of these tax effects.
Federal income taxes have not been provided on the undistributed earnings of
certain foreign subsidiaries, to the extent such earnings have been reinvested
abroad for an indefinite period of time. For 2000, such earnings approximated
$351 million on a pre-tax basis. At December 31, 2000, the cumulative amount of
undistributed earnings in these subsidiaries approximated $1,404 million. It is
not practicable at this time to determine the income tax liability that would
result upon repatriation of these earnings.
The tax expense (benefit) applicable to securities gains and losses for the
years 2000, 1999 and 1998 was $78 million, $(84) million and $162 million,
respectively.
A reconciliation of the applicable statutory U.S. income tax rate to the
effective tax rate for the past three years is shown in the following table:
<TABLE>
<CAPTION>
Year Ended December 31, 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory U.S. Federal Tax Rate 35.0% 35.0% 35.0%
Increase (Decrease) in Tax Rate
Resulting from:
State and Local Income Taxes, Net of
Federal Income Tax Benefit 2.3 1.9 3.0
Tax-Exempt Income (2.1) (1.1) (1.7)
Foreign Subsidiary Earnings (1.1) (0.7) (0.9)
Other, Net 0.3 (0.4) --
- --------------------------------------------------------------------------------
Effective Tax Rate 34.4% 34.7% 35.4%
- --------------------------------------------------------------------------------
</TABLE>
The following table presents the domestic and foreign components of income
before income tax expense:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic $ 5,844 $ 7,821 $ 4,679
Foreign(a) 2,889 3,668 2,668
- --------------------------------------------------------------------------------
Income before Income Tax Expense $ 8,733 $ 11,489 $ 7,347
- --------------------------------------------------------------------------------
</TABLE>
(a) For purposes of this table, foreign income is defined as income generated
from operations located outside the United States.
20 - POSTRETIREMENT EMPLOYEE BENEFIT PLANS
JPMorgan Chase currently is in the process of reviewing the benefit plans of
both predecessor institutions, including the postretirement employee benefit
plans. New plans for JPMorgan Chase are expected to be approved in 2001.
PENSION PLANS
The accompanying table presents the funded status and actuarial assumptions for
JPMorgan Chase's defined benefit pension plans. JPMorgan Chase currently has two
noncontributory pension plans that provide defined benefits to substantially all
domestic employees of Chase and J.P. Morgan. Chase's domestic plan employs a
cash balance defined benefit formula that provides for benefits based on salary
and service. J.P. Morgan's domestic plan employs a cash balance defined benefit
formula that provides for benefits based on base salaries. For J.P. Morgan
employees hired before December 31, 1998 who leave JPMorgan Chase during the
three years ending December 31, 2003, the provisions of the J.P. Morgan Plan
have been grandfathered as a minimum benefit.
DOMESTIC PENSION PLAN
<TABLE>
<CAPTION>
As of or for the Year Ended December 31, (in millions) 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
Benefit Obligation $(3,898) $(3,616)
Plan Assets at Fair Value 4,314 4,538
- --------------------------------------------------------------------------------
Plan Assets in Excess of Benefit Obligation 416 922
Unrecognized Amounts (212) (651)
- --------------------------------------------------------------------------------
Prepaid Pension Cost Reported in Other Assets $ 204 $ 271
- --------------------------------------------------------------------------------
Employer Contributions to Trust $ 9 $ --
Benefits Paid Out of Trust 324 286
Weighted-Average Annualized Actuarial Assumptions
for Chase as of December 31:
Discount Rate 7.50% 8.00%
Assumed Rate of Long-Term Return
on Plan Assets 9.50% 9.00%
Rate of Increase in Future Compensation 5.66% 5.66%
Weighted-Average Annualized Actuarial Assumptions
for J.P. Morgan as of September 30:
Discount Rate 7.75% 7.50%
Assumed Rate of Long-Term Return
on Plan Assets 9.00% 9.00%
Rate of Increase in Future Compensation 3.60% 3.60%
- --------------------------------------------------------------------------------
</TABLE>
The periodic domestic pension plan expense (reported in Compensation
Expense) totaled $76 million in 2000, $75 million in 1999 and $65 million in
1998.
Both predecessor institutions also had a number of other defined benefit
pension plans (i.e., domestic plans not subject to Title IV of the Employee
Retirement Income Security Act) and several foreign pension plans. Compensation
Expense related to these plans totaled $45 million in 2000, $48 million in 1999
and $47 million in 1998. At December 31, 2000 and 1999, JPMorgan Chase's
liability included in Accrued Expenses related to plans that JPMorgan Chase
elected not to prefund fully totaled $234 million and $252 million,
respectively.
Compensation Expense related to defined contribution plans totaled $213
million in 2000, $195 million in 1999 and $163 million in 1998.
81 JPMORGAN CHASE Annual Report 2000
<PAGE> 80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
POSTRETIREMENT MEDICAL AND LIFE INSURANCE
JPMorgan Chase provides postretirement medical and life insurance benefits to
qualifying domestic and foreign employees. These benefits vary with length of
service and date of hire and provide for limits on JPMorgan Chase's share of
covered medical benefits. The medical benefits are contributory, while the life
insurance benefits are noncontributory.
J.P. Morgan's postretirement benefit obligations are funded with
corporate-owned life insurance ("COLI") purchased on the lives of eligible
employees and retirees. Assets of the COLI policy are held in a separate account
with the insurance company. The insurance company invests the cash value of the
policy in equities, bonds and other debt securities. While JPMorgan Chase owns
the COLI policy, COLI proceeds (death benefits, withdrawals and other
distributions) may be used only to reimburse the Firm for its net postretirement
benefit claim payments and related administrative expenses.
POSTRETIREMENT MEDICAL AND LIFE INSURANCE LIABILITY
<TABLE>
<CAPTION>
As of or for the Year Ended December 31, (in millions) 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
Benefit Obligation $ (918) $ (878)
Plan Assets at Fair Value 358 333
- --------------------------------------------------------------------------------
Benefit Obligation in Excess of Plan Assets (560) (545)
Unrecognized Amounts (278) (317)
- --------------------------------------------------------------------------------
Accrued Postretirement Medical and Life Insurance Cost $ (838) $ (862)
- --------------------------------------------------------------------------------
Benefits Paid(a) $ 66 $ 61
- --------------------------------------------------------------------------------
</TABLE>
(a) Net of $12 million and $8 million of retiree contributions in 2000 and 1999,
respectively.
Postretirement medical and life insurance expense (reported in Compensation
Expense) totaled $32 million in 2000, $44 million in 1999 and $60 million in
1998.
The discount rates and rates of increase for future compensation used to
determine the actuarial values for postretirement medical and life insurance
benefits are generally consistent with those used for the domestic pension plan.
At December 31, 2000, Chase's assumed weighted-average medical benefits cost
trend rate used to measure the expected cost of benefits covered was 8.0% for
2000, declining gradually over six years to a floor of 5.0%. The effect of a 1%
change in the assumed medical cost trend rate would result in a corresponding
change in the December 31, 2000 benefit obligation and 2000 periodic expense by
up to 5.3%.
At September 30, 2000, J.P. Morgan's assumed weighted-average medical
benefits cost trend rate used to measure the expected cost of benefits covered
was 10.0% for 2000, declining gradually over nine years to a floor of 5.5%. The
effect of a 1% change in the assumed medical cost trend rate would result in a
corresponding change in the September 30, 2000 benefit obligation and 2000
periodic expense by up to 9.0%.
21 - EMPLOYEE STOCK-BASED INCENTIVES
KEY EMPLOYEE STOCK-BASED AWARDS
JPMorgan Chase has a long-term stock-based incentive plan (the "LTIP") that
provides for grants of common stock-based awards, including stock options,
restricted stock and restricted stock units ("RSU") to certain key employees. A
portion of each employee's incentive compensation that exceeds specified levels
is awarded in restricted stock or RSUs (the "deferred equity plan") that are
issued under the LTIP.
Under the LTIP, stock options have been granted with exercise prices equal
to JPMorgan Chase's common stock price on the grant date. Generally, options
cannot be exercised until at least one year after the grant date and become
exercisable over various periods as determined at the time of the grant. Options
generally expire ten years after the grant date.
The accompanying table presents a summary of JPMorgan Chase's key employee
option activity during the last three years:
KEY EMPLOYEE STOCK OPTIONS
<TABLE>
<CAPTION>
Year Ended December 31, 2000 1999 1998
(Amounts in Thousands, Number of Weighted-Average Number of Weighted-Average Number of Weighted-Average
except per Share Amounts) Options Exercise Price Options Exercise Price Options Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options Outstanding, January 1 183,456 $27.99 169,119 $23.28 158,905 $19.49
Granted 22,488 48.24 45,361(a) 38.87 36,866 35.82
Exercised (25,106) 20.25 (28,134) 17.72 (24,889) 15.45
Canceled (5,606) 34.29 (2,890) 33.67 (1,763) 27.21
- ------------------------------------------------------------------------------------------------------------------------------------
Options Outstanding, December 31 175,232(b) $31.52 183,456 $27.99 169,119 $23.28
Options Exercisable, December 31 130,479 $27.46 100,702 $21.06 97,186 $17.72
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes 5,124,000 options at a weighted-average exercise price of $15.61
related to acquisition of H&Q.
(b) Of the total options outstanding at December 31, 2000, 718,000 options
(718,000 were exercisable) had exercise prices ranging from $0 to $4.99, or
$3.59 on average, and a weighted-average remaining contractual life of less
than one year; 45,124,000 options (44,041,000 were exercisable) had exercise
prices ranging from $5.00 to $20.00, or $15.60 on average, and a remaining
contractual life of 3.1 years; 90,523,000 options (78,764,000 were
exercisable) had exercise prices ranging from $20.01 to $40.00, or $32.13 on
average, and a remaining contractual life of 6.9 years; 38,867,000 options
(6,956,000 were exercisable) had exercise prices ranging from $40.01 to
$65.58, or $49.07 on average, and a remaining contractual life of 8.4 years.
JPMORGAN CHASE Annual Report 2000 82
<PAGE> 81
Restricted stock and RSUs are granted by Chase under the LTIP at no cost to
the recipient. Restricted stock/units are subject to forfeiture until certain
restrictions have lapsed, including continued employment for a specified period.
The recipient of a share of restricted stock is entitled to voting rights and
dividends on the common stock. An RSU entitles the recipient to receive a share
of common stock after the applicable restrictions lapse; the recipient is
entitled to receive cash payments equivalent to dividends on the underlying
common stock during the period the RSU is outstanding.
During 2000, 16.0 million of restricted stock/unit awards (all payable
solely in stock) were granted by Chase. Of the total 16.0 million LTIP awards
granted, vesting of 1.3 million of such awards also is conditioned upon JPMorgan
Chase's stock price reaching and sustaining target prices (the "targets") during
the service period, subject to minimum vesting periods; the awards are forfeited
in their entirety if the targets are not achieved ("forfeitable awards"). The
target stock price of $73.33 for half of the 2000 forfeitable awards exceeded
the stock price on the grant date by approximately 50%, and the target stock
price of $83.33 for the other half exceeded the stock price on the grant date by
approximately 70%.
Under the LTIP, in 1999 and 1998, 14.1 million and 11.7 million awards (all
payable solely in stock), respectively, were granted by Chase. Of the restricted
stock/unit awards granted in 1999, 1.3 million of such awards are forfeitable.
None of the 1999 forfeitable awards have vested as the target price has not been
achieved. Half of the 1998 forfeitable awards vested in 1998 as a result of the
target price having been achieved. For the remaining half of the 1998
forfeitable awards, the target price was achieved in 1999, but the awards are
still subject to a minimum vesting period.
Under Chase's deferred equity plan, restricted stock/units are outstanding
for which vesting is conditioned solely on continued employment. During 2000,
1999 and 1998, respectively, 160,000, 149,000 and 780,000 of such awards were
granted.
J.P. Morgan had a stock incentive plan ("SIP") and a stock bonus plan
("SBP") that provided for the grant of stock-related awards to key employees,
including stock options, restricted stock awards, stock bonus awards, stock unit
awards and deferred stock payable in stock. In general, as a result of changes
in control provisions in the SIP and SBP, most of the employee stock awards
granted by J.P. Morgan in 2000 and in the prior-years became fully vested and
paid.
Under the SIP and SBP plans, J.P. Morgan granted restricted stock unit
awards. For the 2000 award year, these awards generally were fully vested upon
grant and are subject to an additional three-year holding period. J.P. Morgan
also provided stock unit awards, which are similar to restricted stock awards.
However, the value of a stock unit award, not including the value of dividend
equivalents accrued on the award, may never exceed (though it may be less than)
the dollar value of the original award. As of December 31, 2000, 1999 and 1998,
J.P. Morgan had granted 32.0 million, 51.7 million and 45.7 million,
respectively, total share units related to these awards.
BROAD-BASED EMPLOYEE STOCK OPTIONS
In January 2000, Chase granted Value Sharing Plan awards, under which 28.1
million options to purchase common stock were granted to substantially all
full-time (375 options each) and part-time (188 options each) employees. The
exercise price was equal to the stock price on the grant date. The options
become exercisable after five years, or earlier if JPMorgan Chase's stock price
reaches and sustains a target price for a minimum period. This award is the
first of what is intended to be three equal annual grants to eligible active
employees on the respective grant dates. The exercise and target prices for
these awards will be determined at the time of the grant; other terms will be
similar to the 2000 awards.
Under the Value Sharing Plan originally adopted by Chase in December 1996,
annual awards were granted in December of 1996, 1997 and 1998. The 1996, 1997
and 1998 awards became exercisable in 1997, 1998 and 1999, respectively, as a
result of the target prices having been achieved. All outstanding options expire
10 years after their respective grant dates.
The following table presents the activity in the broad-based employee stock
option plans during the past three years:
BROAD-BASED EMPLOYEE STOCK OPTIONS
<TABLE>
<CAPTION>
Year Ended December 31, 2000 1999 1998
(Amounts in Thousands, Number of Weighted-Average Number of Weighted-Average Number of Weighted-Average
except per Share Amounts) Options Exercise Price Options Exercise Price Options Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Options Outstanding, January 1 50,937 $31.66 78,810 $33.10 64,212 $29.05
Granted 28,054 49.79 -- -- 32,338 39.96
Exercised (8,019) 31.44 (24,858) 35.24 (12,252) 29.28
Canceled (3,735) 51.15 (3,015) 39.85 (5,488) 29.79
- ------------------------------------------------------------------------------------------------------------------------------------
Options Outstanding, December 31 67,237(a) $38.17 50,937 $31.66 78,810 $33.10
- ------------------------------------------------------------------------------------------------------------------------------------
Options Exercisable, December 31 42,768 $31.51 50,937 $31.66 46,586 $28.35
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Of the total options outstanding at December 31, 2000, all options were
exercisable except for the 2000 grant under the Value Sharing Plan. The
average exercise prices for the options were: $11.38 ($10.26 to $15.10) for
the 2,791,000 options granted under a prior Chase plan; $13.50 for the
5,879,000 options granted under another prior Chase plan; and $28.79 for the
8,527,000 options granted in 1997, $37.23 for the 11,228,000 options granted
in 1998 and $39.96 for the 14,343,000 options granted in 1999 under the
Value Sharing Plan. The average remaining contractual life was 7.3 years for
all options outstanding and 6.4 years for exercisable options outstanding.
83 JPMORGAN CHASE Annual Report 2000
<PAGE> 82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
COMPARISON OF THE FAIR- AND INTRINSIC-VALUE-BASED MEASUREMENT METHODS
JPMorgan Chase accounts for its employee stock-based compensation plans under
the intrinsic-value-based method in accordance with SFAS 123. There is no
expense recognized for stock options, as they have no intrinsic value on the
grant date. Forfeitable restricted stock and RSUs are expensed based upon the
target prices. The expense for restricted stock and RSUs other than forfeitable
awards is measured by the grant-date stock price. Pre-tax stock compensation
expense recognized in reported earnings totaled $1.1 billion in 2000, $1.0
billion in 1999 and $0.6 billion in 1998.
If JPMorgan Chase had adopted the fair-value-based method pursuant to SFAS
123, options would be valued using a Black-Scholes model. The pro forma net
income and basic and diluted earnings per share impact, if the fair-value-based
method had been adopted, would have been 6.4% lower than reported 2000 amounts,
6.0% lower than reported 1999 amounts and 6.2% lower than reported 1998 amounts.
The fair value of 2000 grants increased over 1999 and the fair value of 1999
grants increased over 1998 as a result of updated valuation assumptions, based
on factors such as an increase in the stock price.
The following table presents JPMorgan Chase's weighted-average grant-date
fair value and assumptions used to value the options using a Black-Scholes model
for equity awards granted:
<TABLE>
<CAPTION>
Year Ended December 31, 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
WEIGHTED-AVERAGE GRANT-DATE FAIR VALUE(a)
Options Granted to:
Key Employees $18.79 $12.99 $8.78
All Other Employees 17.66 -- 12.33
All Restricted Stock and RSUs
Payable in Stock 42.88 39.25 31.33
WEIGHTED-AVERAGE ANNUALIZED OPTION
VALUATION ASSUMPTIONS
Risk-Free Interest Rate 6.65% 5.14% 4.97%
Expected Dividend Yield(b) 2.25 2.41 2.72
Expected Common
Stock Price Volatility 38 30 28
ASSUMED WEIGHTED-AVERAGE EXPECTED
LIFE OF OPTIONS (IN YEARS)
Key Employee Stock Options 6.8 6.7 6.7
Broad-Based Employee Stock Options 5.5 -- 6.0
- --------------------------------------------------------------------------------
</TABLE>
(a) Under the fair-value-based method, the grant-date fair value for an option
equals the sum of the annual probability of exercise or vested termination,
multiplied by the dividend-adjusted Black-Scholes-derived value of an option
terminating in that year.
(b) The expected dividend yield is based primarily on historical data at the
grant dates.
22 - RESTRICTIONS ON CASH AND INTERCOMPANY FUNDS TRANSFERS
The Federal Reserve Board requires depository institutions to maintain cash
reserves with a Federal Reserve Bank. The average amount of reserve balances
deposited by JPMorgan Chase's bank subsidiaries with various Federal Reserve
Banks was approximately $0.6 billion in 2000 and $0.8 billion in 1999.
Restrictions imposed by federal law prohibit JPMorgan Chase and certain
other affiliates from borrowing from banking subsidiaries unless the loans are
secured in specified amounts. Such secured loans to JPMorgan Chase or to other
affiliates generally are limited to 10% of the banking subsidiary's total
capital, as determined by the risk-based capital guidelines; the aggregate
amount of all such loans is limited to 20% of the banking subsidiary's total
capital. JPMorgan Chase and its affiliates were well within these limits
throughout the year.
The principal sources of JPMorgan Chase's income (on a parent company-only
basis) are dividends and interest from The Chase Manhattan Bank, Morgan Guaranty
Trust Company of New York, and the other banking and nonbanking subsidiaries of
JPMorgan Chase. In addition to dividend restrictions set forth in statutes and
regulations, the Federal Reserve Board, the Office of the Comptroller of the
Currency ("OCC") and the Federal Deposit Insurance Corporation ("FDIC") have
authority under the Financial Institutions Supervisory Act to prohibit or to
limit the payment of dividends by the banking organizations they supervise,
including JPMorgan Chase and its subsidiaries that are banks or bank holding
companies, if, in the banking regulator's opinion, payment of a dividend would
constitute an unsafe or unsound practice in light of the financial condition of
the banking organization.
JPMORGAN CHASE Annual Report 2000 84
<PAGE> 83
At December 31, 2000, JPMorgan Chase's bank subsidiaries could pay, in the
aggregate, $2.1 billion in dividends to their respective bank holding companies
without prior approval of their relevant banking regulators.
In compliance with rules and regulations established by domestic and foreign
regulators, cash of $1.6 billion and $1.7 billion and securities with a market
value of $6.2 billion and $3.7 billion were segregated in special bank accounts
for the benefit of securities and futures brokerage customers as of December 31,
2000 and 1999, respectively.
23 - CAPITAL
There are two categories of risk-based capital: core capital (referred to as
Tier 1 Capital) and supplementary capital (referred to as Tier 2 Capital). Tier
1 Capital includes common stockholders' equity, qualifying preferred stock and
minority interest less goodwill and other adjustments. Tier 2 Capital consists
of preferred stock not qualifying as Tier 1, long-term debt and other
instruments qualifying as Tier 2, the aggregate allowance for credit losses up
to a certain percentage of risk-weighted assets less investments in certain
subsidiaries. Under the risk-based capital guidelines of the Federal Reserve
Board, JPMorgan Chase is required to maintain minimum ratios of Tier 1 and Total
(Tier 1 plus Tier 2) Capital to risk-weighted assets. Failure to meet these
minimum requirements could result in actions taken by the Federal Reserve Board.
Bank subsidiaries also are subject to these capital requirements by their
respective primary regulators. Management believes that as of December 31, 2000,
JPMorgan Chase met all capital requirements to which it was subject and is not
aware of any subsequent events that would alter this classification.
The following table presents the risk-based capital ratios for JPMorgan
Chase and its significant banking subsidiaries:
<TABLE>
<CAPTION>
Risk- Tier 1 Total Tier 1
Tier 1 Total Weighted Adjusted Capital Capital Leverage
Capital Capital Assets Average (c)(e) (c)(e) (c)(f)
December 31, 2000 (in millions) (b)(c) (c) (d) Assets Ratio Ratio Ratio
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J.P. Morgan Chase & Co.(a) $37,581 $53,452 $444,328 $692,279 8.46% 12.03% 5.43%
The Chase Manhattan Bank 21,037 29,358 270,194 352,422 7.79% 10.87% 5.97%
Morgan Guaranty Trust Company 10,891 13,586 113,203 168,874 9.62% 12.00% 6.45%
Chase Manhattan Bank USA, N.A 3,007 4,206 37,388 34,880 8.04% 11.25% 8.62%
Well Capitalized Ratios(g) 6.00% 10.00% 5.00%(h)
Minimum Capital Ratios(g) 4.00% 8.00% 3.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Assets and capital amounts for JPMorgan Chase's banking subsidiaries reflect
intercompany transactions, whereas the respective amounts for JPMorgan Chase
reflect the elimination of intercompany transactions.
(b) In accordance with Federal Reserve Board risk-based capital guidelines,
minority interest for JPMorgan Chase includes preferred stock instruments
issued by subsidiaries of JPMorgan Chase. For a further discussion, see
Notes 13 and 14.
(c) The provisions of SFAS 115 do not apply to the calculations of the Tier 1
Capital and Tier 1 Leverage ratios. The risk-based capital guidelines do
permit the inclusion of 45% of the pre-tax unrealized gain on certain equity
securities in the calculation of Tier 2 Capital.
(d) Includes off-balance sheet risk-weighted assets in the amounts of $150,276
million, $90,937 million, $54,037 million and $2,380 million, respectively,
at December 31, 2000.
(e) Tier 1 Capital or Total Capital, as applicable, divided by risk-weighted
assets. Risk-weighted assets include assets and off-balance sheet positions,
weighted by the type of instruments and the risk weight of the counterparty,
collateral or guarantor.
(f) Tier 1 Capital divided by adjusted average assets (net of allowance for loan
losses, goodwill and certain intangible assets).
(g) As defined by the regulations issued by the Federal Reserve Board, the FDIC
and the OCC.
(h) Represents requirements for bank subsidiaries pursuant to regulations issued
under the Federal Deposit Insurance Corporation Improvement Act. There is no
Tier 1 Leverage component in the definition of a well capitalized bank
holding company.
85 JPMORGAN CHASE Annual Report 2000
<PAGE> 84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
24 - COMMITMENTS AND CONTINGENCIES
At December 31, 2000, JPMorgan Chase and its subsidiaries were obligated under a
number of noncancelable operating leases for premises and equipment used
primarily for banking purposes. Certain leases contain rent escalation clauses
for real estate taxes and other operating expenses and renewal option clauses
calling for increased rents. No lease agreement imposes any restrictions on
JPMorgan Chase's ability to pay dividends, engage in debt or equity financing
transactions, or enter into further lease agreements. Future minimum rental
payments required under operating leases with noncancelable lease terms that
expire after December 31, 2000 were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions)
- --------------------------------------------------------------------------------
<S> <C>
2001 $ 571
2002 500
2003 441
2004 400
2005 332
After 2,873
-------
Total Minimum Payments Required 5,117
Less: Sublease Rentals under Noncancelable Subleases (267)
- --------------------------------------------------------------------------------
Net Minimum Payment Required $ 4,850
- --------------------------------------------------------------------------------
</TABLE>
Total rental expense was as follows:
<TABLE>
<CAPTION>
Year Ended December 31, (in millions) 2000 1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Gross Rentals $ 716 $ 654 $ 660
Sublease Rentals (79) (133) (170)
- --------------------------------------------------------------------------------
Net Rent Expense $ 637 $ 521 $ 490
- --------------------------------------------------------------------------------
</TABLE>
At December 31, 2000, assets amounting to $181 billion were pledged to
secure public deposits and for other purposes. The significant components of the
assets pledged at December 31, 2000 were as follows: $44 billion were
securities, $20 billion were loans and the remaining $117 billion were primarily
trading assets.
In accordance with SFAS 140, debt and equity instruments and AFS securities
pledged as collateral that can be sold or repledged by the secured party are
reported on the Consolidated Balance Sheet. At December 31, 2000, the fair value
of collateral accepted by JPMorgan Chase that can be sold or repledged totaled
$147 billion. Such collateral is generally obtained under resale and securities
borrowing agreements. Of this collateral, $136 billion has been sold or
repledged, generally as collateral under repurchase agreements or to cover short
sales.
JPMorgan Chase and its subsidiaries are defendants in a number of legal
proceedings. After reviewing with counsel all such actions and proceedings
pending against or involving JPMorgan Chase and its subsidiaries, management
does not expect the aggregate liability or loss, if any, resulting therefrom to
have a material adverse effect on the consolidated financial condition of
JPMorgan Chase although it may be material to JPMorgan Chase's results of
operations for any particular period depending on the size of the loss or
liability relative to JPMorgan Chase's income for that period.
JPMorgan Chase may guarantee the obligations of its subsidiaries. These
guarantees rank on a parity with all other unsecured and unsubordinated
indebtedness of JPMorgan Chase. See Note 13 for a discussion of JPMorgan Chase's
guarantees of long-term debt-related instruments of its subsidiaries.
25 - DERIVATIVE AND FOREIGN EXCHANGE CONTRACTS
JPMorgan Chase utilizes derivative and foreign exchange financial instruments
for both trading and asset/liability ("A/L") activities. A discussion of the
credit risk and market risk associated with these instruments is included in the
MD&A on pages 50 and 54, respectively. See Note 1 for a discussion of the
accounting policies related to derivatives.
DERIVATIVE AND FOREIGN EXCHANGE INSTRUMENTS USED FOR TRADING PURPOSES: The
credit risk and effects of any market risk (gains or losses) associated with
JPMorgan Chase's trading activities are recorded on the Consolidated Statement
of Income and Consolidated Balance Sheet through the fair valuation of the
positions, as the trading instruments are marked-to-market daily.
DERIVATIVE AND FOREIGN EXCHANGE INSTRUMENTS USED FOR ASSET/LIABILITY ACTIVITIES:
A discussion of JPMorgan Chase's use of these instruments for A/L activities is
included in Note 1.
The following table reflects the net deferred gains and losses on closed
derivative contracts and net unrecognized gains and losses on open derivative
contracts utilized in JPMorgan Chase's A/L activities:
<TABLE>
<CAPTION>
December 31, (in millions) 2000 1999 Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
A/L Derivative Contracts:
Net Deferred Gains (Losses) $ (310) $ 190 $ (500)
Net Unrecognized Gains (Losses) 453 (1,039) 1,492
- --------------------------------------------------------------------------------
Net A/L Derivative Gains (Losses) $ 143 $ (849) $ 992
- --------------------------------------------------------------------------------
</TABLE>
Net deferred gains and losses on closed contracts relate to futures,
forwards and swaps used in connection with available-for-sale securities, loans,
deposits and debt. The net unrecognized gains and losses relating to A/L
activities relate to interest rate swaps, options, and forward and futures
contracts, primarily used in connection with loans, deposits and debt.
When JPMorgan Chase has more than one transaction outstanding with a
counterparty and there exists a legally enforceable master netting agreement
with the counterparty, the net mark-to-market exposures represent the netting of
the positive and negative exposures with the same counterparty. Net
mark-to-market is, in the Firm's view, the best measure of credit risk when
there is a legally enforceable master netting agreement between JPMorgan Chase
and the counterparty.
JPMORGAN CHASE Annual Report 2000 86
<PAGE> 85
While notional principal is the most commonly used volume measure in the
derivative and foreign exchange markets, it is not a useful measure of credit or
market risk. The notional principal typically does not change hands but is
simply a quantity upon which interest and other payments are calculated. The
notional principal amounts of JPMorgan Chase's derivative and foreign exchange
products greatly exceed the possible credit and market loss that could arise
from such transactions.
The following table summarizes the aggregate notional amounts of derivative
and foreign exchange contracts as well as the credit exposure related to these
instruments (after taking into account the effects of legally enforceable master
netting agreements).
<TABLE>
<CAPTION>
Notional Amounts Credit Exposure
December 31, (in billions) 2000 1999 2000 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST RATE CONTRACTS
Interest Rate and Currency Swaps
Trading $14,086.6 $11,683.8 $ 30.1 $ 28.0
Asset/Liability(a) 84.5 149.2 0.2 0.4
Futures, Forwards and Forward Rate Agreements
Trading 3,321.9 3,456.1 0.9 0.5
Asset/Liability(a) 13.3 118.8 -- --
Purchased Options
Trading 1,787.7 1,455.7 7.5 7.5
Asset/Liability(a) 48.5 106.2 -- --
Credit Derivatives
Trading 268.7 183.6 2.6 0.8
Asset/Liability(a) 29.8 16.8 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Interest Rate Contracts $19,641.0 $17,170.2 $ 41.3 $ 37.2
- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN EXCHANGE CONTRACTS
Spot, Forward and Futures Contracts
Trading $ 1,855.0 $ 1,659.1 $ 13.1 $ 11.8
Asset/Liability(a) 25.4 28.4 -- --
Purchased Options
Trading 186.8 255.4 2.4 4.0
- ------------------------------------------------------------------------------------------------------------------------------------
Total Foreign Exchange Contracts $ 2,067.2 $ 1,942.9 $ 15.5 $ 15.8
- ------------------------------------------------------------------------------------------------------------------------------------
DEBT, EQUITY, COMMODITY AND OTHER CONTRACTS
Trading $ 135.8 $ 134.3 $ 9.1 $ 9.4
Purchased Options
Trading 273.2 209.7 10.7 14.7
- ------------------------------------------------------------------------------------------------------------------------------------
Total Debt, Equity, Commodity and Other Contracts $ 409.0 $ 344.0 $ 19.8 $ 24.1
- ------------------------------------------------------------------------------------------------------------------------------------
WRITTEN OPTIONS
Trading(b) $ 2,406.7 $ 2,305.7 $ -- $ --
Asset/Liability(a) 18.1 50.1 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Written Options $ 2,424.8 $ 2,355.8 $ -- $ --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Notional and Credit Exposures $24,542.0 $21,812.9 $ 76.6 $ 77.1
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Derivatives used as hedges of A/L positions may be transacted with third
parties through JPMorgan Chase's internal derivative dealers that function
as intermediaries for credit and administrative purposes. In such cases, the
terms of the third-party transaction (notional, duration, currency, etc.)
are matched with the terms of the internal trade to ensure that the hedged
risk has been offset with a third party. If such terms are not matched or a
third-party trade is not transacted, the intercompany trade is eliminated in
consolidation.
(b) As of December 31, 2000 and 1999, the notional amount of written options
used for trading purposes included $1,938.2 billion and $1,818.1 billion,
respectively, of interest rate options; $197.4 billion and $284.0 billion,
respectively, of foreign exchange options; and $271.1 billion and $203.6
billion, respectively, of commodity and equity options.
87 JPMORGAN CHASE Annual Report 2000
<PAGE> 86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
CLASSES OF DERIVATIVE AND FOREIGN EXCHANGE INSTRUMENTS:
The following instruments are used by JPMorgan Chase for purposes of both
trading and A/L activities.
Derivative and foreign exchange instruments may be broadly categorized as
exchange-traded or traded over-the-counter ("OTC"). Exchange-traded instruments
are executed through a recognized exchange as standardized contracts and are
primarily futures and options. OTC contracts are executed between two
counterparties that negotiate specific agreement terms, including the underlying
instrument or index, notional amount, exercise price and maturity. In this
context, the underlying instrument or index may include interest rates, foreign
exchange rates, commodities, debt or equity instruments.
INTEREST RATE SWAPS are contracts in which a series of interest rate flows in
a single currency is exchanged over a prescribed period. Interest rate swaps are
the most common type of derivative contract that JPMorgan Chase uses in its A/L
activities. An example of a situation in which JPMorgan Chase would utilize an
interest rate swap would be to convert its fixed-rate debt to a variable rate.
By entering into the swap, the principal amount of the debt would remain
unchanged, but the interest streams would change. CROSS-CURRENCY INTEREST RATE
SWAPS are contracts that generally involve the exchange of both interest and
principal amounts in two different currencies.
INTEREST RATE FUTURES AND FORWARDS are contracts for the delayed delivery of
securities or money market instruments. The selling party agrees to deliver, on
a specified future date, a specified instrument at a specified price or yield.
FORWARD RATE AGREEMENTS are contracts to exchange payments on a specified
future date, based on a market change in interest rates from trade date to
contract settlement date.
INTEREST RATE OPTIONS, including caps and floors, are contracts to modify
interest rate risk in exchange for the payment of a premium when the contract is
initiated. As a writer of interest rate options, JPMorgan Chase receives a
premium in exchange for bearing the risk of unfavorable changes in interest
rates. Conversely, as a purchaser of an option, JPMorgan Chase pays a premium
for the right, but not the obligation, to buy or sell a financial instrument or
currency at predetermined terms in the future. FOREIGN CURRENCY OPTIONS are
similar to interest rate options except they are based on foreign exchange
rates.
JPMorgan Chase's use of written options as part of its A/L activities is
permitted only in those circumstances where the options are specifically linked
to a particular asset or liability instrument. All unmatched written options are
included in the trading portfolio at fair value.
FOREIGN EXCHANGE CONTRACTS are contracts that provide for the future receipt
or delivery of foreign currency at previously agreed-upon terms.
DEBT, EQUITY, COMMODITY AND OTHER CONTRACTS include swaps and options and are
similar to interest rate contracts except the underlying instrument is debt-,
equity- or commodity-related.
CREDIT DERIVATIVES are contractual agreements that provide insurance against
a credit event of one or more referenced credits. The nature of the credit event
is established by the buyer and seller at the inception of the transaction, and
such events include bankruptcy, insolvency and failure to meet payment
obligations when due. The buyer of the credit derivative pays a periodic fee in
return for a contingent payment by the seller (insurer) following a credit
event.
All derivatives are subject to market risk, representing potential loss due
to adverse movements in the underlying instrument. Market risk is reduced by
entering into offsetting positions using other financial instruments. Credit
risk arises primarily from OTC contracts, since exchange-traded contracts are
generally settled daily.
Credit risk is reduced significantly by entering into legally enforceable
master netting agreements. To further reduce exposure, management may obtain
collateral. The amount and nature of the collateral obtained are based on
management's credit evaluation of the customer. Collateral held varies but may
include cash, securities, accounts receivable, inventory, property, plant and
equipment, and real estate.
JPMORGAN CHASE Annual Report 2000 88
<PAGE> 87
26 - OFF-BALANCE SHEET LENDING-RELATED FINANCIAL INSTRUMENTS
In addition to derivative and foreign exchange instruments, JPMorgan Chase also
utilizes lending-related financial instruments in order to meet the financing
needs of its customers. JPMorgan Chase issues commitments to extend credit,
standby letters of credit and guarantees and also provides securities-lending
services. For lending-related financial instruments, the contractual amount of
the financial instrument represents the maximum potential credit risk if the
counterparty does not perform according to the terms of the contract. A large
majority of these commitments expire without being drawn upon. As a result,
total contractual amounts are not representative of the Firm's actual future
credit exposure or liquidity requirements for these commitments.
Additionally, to provide for risk of losses inherent in the credit extension
process, management computes specific and expected loss components as well as a
residual component for lending-related commitments. At December 31, 2000 and
1999, the Allowance for Credit Losses on Lending-Related Commitments, which is
reported in Other Liabilities, was $283 million and $295 million, respectively.
The following table summarizes the contract amounts relating to JPMorgan
Chase's lending-related financial instruments at December 31, 2000 and 1999:
OFF-BALANCE SHEET LENDING-RELATED FINANCIAL INSTRUMENTS
<TABLE>
<CAPTION>
December 31, (in millions) 2000 1999
- --------------------------------------------------------------------------------
<S> <C> <C>
Credit Card Lines $ 93,273 $ 88,702
Other Unfunded Commitments to Extend Credit 223,746 234,641
Standby Letters of Credit and Guarantees
(Net of Risk Participations of $9,540 and $8,553) 43,091 42,529
Other Letters of Credit 3,209 4,191
Customers' Securities Lent 95,040 88,653
- --------------------------------------------------------------------------------
</TABLE>
UNFUNDED COMMITMENTS TO EXTEND CREDIT are agreements to lend to a customer
who has complied with predetermined contractual conditions. Commitments
generally have fixed expiration dates.
STANDBY LETTERS OF CREDIT AND GUARANTEES are conditional commitments issued
by JPMorgan Chase generally to guarantee the performance of a customer to a
third party in borrowing arrangements, such as commercial paper issuances, bond
financing, construction and similar transactions. The credit risk involved in
issuing standby letters of credit is essentially the same as that involved in
extending loan facilities to customers and may be reduced by participations to
third parties. JPMorgan Chase holds collateral to support those standby letters
of credit and guarantees when deemed necessary.
CUSTOMERS' SECURITIES LENT are customers' securities held by JPMorgan Chase,
as custodian, which are lent to third parties. JPMorgan Chase obtains
collateral, with a market value exceeding 100% of the contract amount, for
customers' securities lent, which is used to indemnify customers against
possible losses resulting from third-party defaults.
27 - CREDIT RISK CONCENTRATIONS
Concentrations of credit risk arise when a number of customers are engaged in
similar business activities, or activities in the same geographic region, or
have similar economic features that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic
conditions.
JPMorgan Chase regularly monitors various segments of its credit risk
portfolio to assess potential concentration risks and to obtain collateral when
deemed necessary.
JPMorgan Chase's exposures within these major segments are diversified, and
these diversification factors reduce concentration risk. More information about
geographic and other concentrations can be found at the following tables in the
MD&A:
<TABLE>
<CAPTION>
Table on:
- --------------------------------------------------------------------------------
<S> <C>
Diversification of Industry Profile Page 49
Derivative and Foreign Exchange Contracts Page 50
Cross-Border Exposure Page 50
Residential Mortgage Loans by Geographic Region Page 52
Managed Credit Card Loans by Geographic Region Page 52
Auto Financings by Geographic Region Page 52
- --------------------------------------------------------------------------------
</TABLE>
The table below indicates major product and industry segments, including both
on-balance sheet (principally loans) and off-balance sheet (principally
commitments to extend credit) exposures:
<TABLE>
<CAPTION>
2000 DISTRIBUTIONS 1999 Distributions
Credit On-Balance Off-Balance Credit On-Balance Off-Balance
December 31, (in billions) Exposure Sheet Sheet Exposure Sheet Sheet
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Credit Cards $111.8 $18.5 $ 93.3 $105.1 $ 16.4 $ 88.7
Residential Mortgages 54.2 50.6 3.6 49.1 45.8 3.3
Depository Institutions 68.1 47.3 20.8 94.6 69.5 25.1
Auto Financings 20.0 19.8 0.2 18.7 18.5 0.2
Commercial Real Estate 9.7 6.3 3.4 9.4 6.4 3.0
- ------------------------------------------------------------------------------------------------------------------------
Total $263.8 $142.5 $121.3 $276.9 $156.6 $120.3
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
89 JPMORGAN CHASE Annual Report 2000
<PAGE> 88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
28 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is defined as the value at which positions could be closed out or
sold in a transaction with a willing and knowledgeable counterparty over a
period of time consistent with JPMorgan Chase's trading or investment strategy.
The accounting for an asset or liability may differ based on the type of
instrument and/or its use in a trading or investing strategy. Generally, the
measurement framework recorded in financial statements is one of the following:
> Recorded at fair value on the balance sheet with changes in fair value
recorded each period in the Consolidated Statement of Income;
> Recorded at fair value on the balance sheet with changes in fair value
recorded each period in a separate component of stockholders' equity and as
part of comprehensive income; or
> Recorded at cost (less other-than-temporary impairments) with changes in fair
value not recorded in the financial statements but disclosed in the notes
thereto.
Fair value is based on quoted market prices, where available. If listed
prices or quotes are not available, fair value is based on internally developed
models that primarily use market-based or independent information as inputs.
These methods may produce a fair value calculation that may not be indicative of
net realizable value or reflective of future fair values. Valuation adjustments
are made, at times, based on defined methodologies that are applied consistently
over time to ensure that positions are carried at the best estimate of fair
value. Valuation adjustments include amounts to reflect counterparty credit
quality, liquidity and concentration concerns, and ongoing servicing costs.
JPMorgan Chase's valuation process is continually subject to a rigorous review,
which includes valuation model reviews and price testing with independent
sources.
Certain financial instruments and all nonfinancial instruments are excluded
from the scope of SFAS 107. Accordingly, the fair value disclosures required by
SFAS 107 provide only a partial estimate of the fair value of JPMorgan Chase.
For example, JPMorgan Chase has developed long-term relationships with its
customers through its deposit base and its credit card accounts, commonly
referred to as core deposit intangibles and credit card relationships. In the
opinion of management, these items in the aggregate add significant value to
JPMorgan Chase, but their fair value is not disclosed in this Note.
The following captions describe the methodologies and assumptions used, by
financial instrument, to determine fair value.
FINANCIAL ASSETS
ASSETS FOR WHICH FAIR VALUE APPROXIMATES CARRYING VALUE
Fair values of certain financial assets carried at cost, including cash and due
from banks, deposits with banks, Federal funds sold and securities purchased
under resale agreements, securities borrowed, short-term receivables and accrued
interest receivable are considered to approximate their respective carrying
values due to their short-term nature and generally negligible credit losses.
TRADING
JPMorgan Chase's debt, equity and derivative instruments are carried at their
estimated fair value. Quoted market prices, when available, are used to
determine the fair value of trading instruments. If quoted market prices are not
available, then fair values are estimated by using pricing models, quoted prices
of instruments with similar characteristics or discounted cash flows.
SECURITIES
Fair value of actively-traded securities is determined by the secondary market,
while the fair value for nonactively traded securities is based on independent
broker quotations.
DERIVATIVES
Fair value for derivatives is determined based on the following:
> Position valuation principally based on liquid market pricing as evidenced by
exchange traded prices, broker-dealer quotations or related input factors
which assume all counterparties have the same credit rating;
> Adjustments to the resulting portfolio valuation to reflect the credit
quality of individual counterparties that is principally based on market
prices for credit risk; and
> Other pricing adjustments to take into consideration liquidity, ongoing
servicing costs, transaction hedging costs and other factors.
LOANS
Fair value for loans is determined using methodologies suitable for each type of
loan:
> Fair value for the commercial loan portfolio is based on the assessment of
the two main risk components of the portfolio: credit and interest. The
estimated cash flows are adjusted to reflect the inherent credit risk and
then are discounted using a rate appropriate for each maturity that
incorporates the effects of interest rate changes.
> Fair values for consumer installment loans (including auto financings) and
residential mortgages for which market rates for comparable loans are readily
available are based on discounted cash flows, adjusted for prepayments. The
discount rates used for consumer installment loans are current rates offered
by commercial banks. For residential mortgages, secondary market yields for
comparable mortgage-backed securities, adjusted for risk, are used.
> Fair value for credit card receivables is based on discounted expected cash
flows. The discount rates used for credit card receivables incorporate the
effects of interest rate changes only since the estimated cash flows are
adjusted for credit risk.
JPMORGAN CHASE Annual Report 2000 90
<PAGE> 89
OTHER ASSETS
This caption consists primarily of private equity investments and mortgage
servicing rights. See Note 1 for a discussion of the fair value policies
relating to private equity investments.
Fair value for mortgage servicing rights is based on market prices for
similar assets or discounted cash flows using market-based prepayment estimates
for similar coupons, in each case taking into consideration incremental direct
and indirect costs.
FINANCIAL LIABILITIES
LIABILITIES FOR WHICH FAIR VALUE APPROXIMATES CARRYING VALUE
SFAS 107 requires that the fair value disclosed for deposit liabilities with no
stated maturity (i.e., demand, savings and certain money market deposits) be
equal to the carrying value. SFAS 107 does not allow for the recognition of the
inherent funding value of these instruments.
Fair value of Federal funds purchased and securities sold under repurchase
agreements, commercial paper, other borrowed funds, accounts payable and accrued
liabilities is considered to approximate their respective carrying values due
to their short-term nature.
INTEREST-BEARING DEPOSITS
Fair value of interest-bearing deposits is estimated by discounting cash flows
based on contractual maturities for raising funds having similar interest rates
and similar maturities.
LONG-TERM DEBT-RELATED INSTRUMENTS
Fair value for long-term debt, including the guaranteed preferred beneficial
interests in the Firm's junior subordinated deferrable interest debentures, is
based on current market rates and is adjusted for JPMorgan Chase's credit
quality.
LENDING-RELATED COMMITMENTS
JPMorgan Chase has reviewed the unfunded portion of its commitments to extend
credit as well as its standby and other letters of credit and has determined
that the fair value of such financial instruments is not material.
The following table presents the carrying value and estimated fair value of
financial assets and liabilities valued under SFAS 107 and certain derivative
contracts used for A/L activities related to these financial assets and
liabilities. Accordingly, certain amounts which are not considered financial
instruments are excluded from the table.
<TABLE>
<CAPTION>
2000 1999
Estimated Estimated
Carrying Fair Appreciation/ Carrying Fair Appreciation/
(in billions) Value Value (Depreciation) Value Value (Depreciation)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FINANCIAL ASSETS
Assets for Which Fair Value Approximates
Carrying Value $ 154.8 $ 154.8 $ -- $ 166.7 $ 166.7 $ --
Trading Assets 215.6 215.6 -- 180.9 180.9 --
Securities Available-for-Sale 73.1 73.1 -- 74.9 74.9 --
Securities Held-to-Maturity 0.6 0.6 -- 0.9 0.9 --
Loans, Net of Allowance for Loan Losses 212.4 213.6 1.2 199.3 200.1 0.8
Related Derivatives(a) -- (0.1) (0.1) -- 0.1 0.1
Other Assets 34.5 35.2 0.7 21.5 22.9 1.4
Related Derivatives(a)(b) -- 0.3 0.3 -- (0.3) (0.3)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Financial Assets $ 691.0 $ 693.1 $ 2.1 $ 644.2 $ 646.2 $ 2.0
- ----------------------------------------------------------------------------------------------------------------------------------
FINANCIAL LIABILITIES
Liabilities for Which Fair Value Approximates
Carrying Value $ 277.7 $ 277.7 $ -- $ 234.9 $ 234.9 $ --
Interest-Bearing Deposits 216.7 217.0 (0.3) 230.2 230.6 (0.4)
Related Derivatives(a) -- -- -- -- 0.4 (0.4)
Trading Liabilities 128.7 128.7 -- 119.0 119.0 --
Long-Term Debt-Related Instruments 47.2 47.2 -- 45.5 44.7 0.8
Related Derivatives(a) -- (0.3) 0.3 -- 0.5 (0.5)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Financial Liabilities $ 670.3 $ 670.3 $ -- $ 629.6 $ 630.1 $ (0.5)
- ----------------------------------------------------------------------------------------------------------------------------------
Net Appreciation (Depreciation) $ 2.1 $ 1.5
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The carrying value of derivatives used for A/L activities is recorded as
receivables and payables and is primarily included in Other Assets on the
balance sheet except for derivatives used in connection with
available-for-sale securities, which are carried at fair value and are
included in Securities Available-for-Sale on the balance sheet.
(b) At December 31, 2000, deferred gains and losses associated with anticipatory
A/L transactions were insignificant.
91 JPMORGAN CHASE Annual Report 2000
<PAGE> 90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
J.P. Morgan Chase & Co.
29 - SEGMENT INFORMATION
JPMorgan Chase is organized into five major businesses as set forth in the table
below. These businesses are segmented based on the products and services
provided, or the type of customer serviced, and reflect the manner in which
financial information is evaluated by management.
JPMorgan Chase uses SVA, Operating Earnings and Cash Operating Earnings as
its principal measures of franchise profitability. For a discussion of these
measurements, see Management Performance Measurements in the MD&A on page 25 and
the Glossary of Terms on page 98.
The accounting policies of the segments are principally the same as those
described in Note 1. Operating revenues and expenses directly associated with
each respective franchise are included in determining the franchises' operating
earnings. Guidelines exist for assigning those remaining expenses that are not
directly incurred by the franchises, such as overhead and taxes. In addition,
management has developed a risk-adjusted capital methodology that quantifies
different types of risk - credit, market and operational - within the various
businesses and assigns capital
- --------------------------------------------------------------------------------
SEGMENT RESULTS AND RECONCILIATION (table continued on next page)
<TABLE>
<CAPTION>
Investment Investment Management Treasury &
Year Ended December 31, Bank & Private Banking Securities Services
(in millions, except ratios) 2000 1999 1998 2000 1999 1998 2000 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Net Interest Income $ 2,457 $ 2,491 $ 2,514 $ 597 $ 508 $ 501 $ 1,391 $ 1,242 $ 1,265
Operating Noninterest Revenue 13,006 11,076 9,110 2,559 1,844 1,614 1,969 1,820 1,556
Equity-Related Income(b) 22 4 5 109 70 36 22 12 7
Intersegment Revenue(c) 263 (21) (31) 33 18 38 172 98 69
- ----------------------------------------------------------------------------------------------------------------------------------
Total Revenue 15,748 13,550 11,598 3,298 2,440 2,189 3,554 3,172 2,897
- ----------------------------------------------------------------------------------------------------------------------------------
Noninterest Expense 10,012 7,732 6,759 2,431 1,928 1,811 2,476 2,308 2,040
Amortization of Intangibles 131 47 42 141 34 32 71 69 36
- ----------------------------------------------------------------------------------------------------------------------------------
Total Expense 10,143 7,779 6,801 2,572 1,962 1,843 2,547 2,377 2,076
- ----------------------------------------------------------------------------------------------------------------------------------
Operating Margin 5,605 5,771 4,797 726 478 346 1,007 795 821
Credit Costs 233 196 326 46 19 13 5 9 16
- ----------------------------------------------------------------------------------------------------------------------------------
Operating Earnings (Loss)
before Taxes 5,372 5,575 4,471 680 459 333 1,002 786 805
- ----------------------------------------------------------------------------------------------------------------------------------
Income Taxes (Benefit) 1,959 2,085 1,764 233 169 129 374 295 309
- ----------------------------------------------------------------------------------------------------------------------------------
Operating Earnings (Loss) $ 3,413 $ 3,490 $ 2,707 $ 447 $ 290 $ 204 $ 628 $ 491 $ 496
Restructuring Costs
and Special Items -- -- -- -- -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Net Income (Loss) 3,413 3,490 2,707 447 290 204 628 491 496
- ----------------------------------------------------------------------------------------------------------------------------------
Cash Operating Earnings (Loss) $ 3,528 $ 3,534 $ 2,749 $ 586 $ 325 $ 236 $ 693 $ 553 $ 525
- ----------------------------------------------------------------------------------------------------------------------------------
Average Common Equity $ 17,089 $ 17,313 $ 21,324 $ 3,168 $ 1,436 $ 1,320 $ 2,729 $ 2,918 $ 2,249
Average Managed Assets(d) $474,477 $454,866 $496,318 $ 30,643 $ 21,026 $ 20,035 $ 16,054 $ 16,595 $ 14,343
Shareholder Value Added $ 1,380 $ 1,405 $ (33) $ 177 $ 166 $ 64 $ 335 $ 166 $ 223
Cash Return on Common Equity 20.4% 20.1% 12.6% 18.2% 22.4% 17.5% 25.2% 18.6% 22.9%
Cash Overhead Ratio 64% 57% 59% 74% 79% 83% 70% 73% 70%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Corporate/Reconciling Items includes Support Units, Corporate and the net
effect of management accounting policies.
(b) Equity-related income includes equity income of investees accounted for by
the equity method.
(c) Intersegment revenue includes intercompany revenue and revenue sharing
agreements, net of intersegment expenses. Transactions between business
segments are primarily conducted at fair value.
(d) Excludes the impact of credit card securitizations. The impact of
securitizations on total average assets was $18,775 million in 2000, $17,711
million in 1999 and $18,011 million in 1998.
NM- Not Meaningful
JPMORGAN CHASE Annual Report 2000 92
<PAGE> 91
accordingly. The provision for loan losses is allocated to the segments
utilizing a credit risk methodology and a risk grading system appropriate for
each segment's portfolio.
A summary of the business segment results is shown in the following table.
The Corporate/Reconciling Items column reflects revenues and expenses excluded
from the determination of the franchises' operating earnings. This column
includes the effects remaining at the corporate level after the implementation
of management accounting policies, including income tax expenses (the difference
between the amounts allocated to business units and JPMorgan Chase's
consolidated income tax expense).
For a further discussion concerning JPMorgan Chase's business segments, see
Lines of Business Results in the MD&A on pages 26 and 27. Additionally,
financial information relating to JPMorgan Chase's operations by geographic area
is provided in the following note (Note 30).
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(table continued from previous page)
<TABLE>
<CAPTION>
JPMorgan Retail & Middle Market Corporate/
Partners Financial Services Reconciling Items(a) Total
2000 1999 1998 2000 1999 1998 2000 1999 1998 2000 1999 1998
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ (306) $ (156) $ (131) $ 6,195 $ 6,349 $ 6,331 $ (180) $ (320) $ (370) $ 10,154 $ 10,114 $ 10,110
1,075 3,240 1,380 3,798 3,465 2,848 51 (25) (206) 22,458 21,420 16,302
-- -- -- 38 79 34 (10) (4) 29 181 161 111
24 1 11 16 14 4 (508) (110) (91) -- -- --
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793 3,085 1,260 10,047 9,907 9,217 (647) (459) (638) 32,793 31,695 26,523
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389 313 178 5,226 5,015 4,638 331 247 310 20,865 17,543 15,736
22 1 -- 157 171 178 6 7 5 528 329 293
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411 314 178 5,383 5,186 4,816 337 254 315 21,393 17,872 16,029
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382 2,771 1,082 4,664 4,721 4,401 (984) (713) (953) 11,400 13,823 10,494
-- -- 2 2,069 2,215 2,252 14 -- (8) 2,367 2,439 2,601
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