<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
COMMISSION FILE NUMBER 1-7367
PAINE WEBBER GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2760086
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(212) 713-2000
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 [_]
On August 7, 1998, the Registrant had outstanding 140,926,490 shares of
common stock of $1 par value, which is the Registrant's only class of
common stock.
<PAGE> 2
PAINE WEBBER GROUP INC.
FORM 10-Q
JUNE 30, 1998
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements.
Condensed Consolidated Statements of Income
(unaudited) for the Three and Six Months Ended
June 30, 1998 and 1997. 2
Condensed Consolidated Statements of Financial
Condition (unaudited) at June 30, 1998
and December 31, 1997. 3
Condensed Consolidated Statements of Cash Flows
(unaudited) for the Six Months Ended
June 30, 1998 and 1997. 4
Notes to Condensed Consolidated Financial Statements
(unaudited). 5-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 14-19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. 20
Item 5. Other Information. 20
Item 6. Exhibits and Reports on Form 8-K. 20
Signature. 21
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAINE WEBBER GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands of dollars except share and per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
Commissions $ 402,094 $ 346,911 $ 810,218 $ 717,297
Principal transactions 244,146 255,225 521,109 511,761
Asset management 182,128 125,327 340,864 246,295
Investment banking 176,687 110,938 301,656 208,712
Interest 860,707 747,138 1,663,085 1,391,091
Other 34,521 34,230 68,461 72,304
------------ ------------ ------------ ------------
Total revenues 1,900,283 1,619,769 3,705,393 3,147,460
Interest expense 738,115 643,829 1,428,248 1,186,686
------------ ------------ ------------ ------------
Net revenues 1,162,168 975,940 2,277,145 1,960,774
------------ ------------ ------------ ------------
NON-INTEREST EXPENSES
Compensation and benefits 682,088 574,231 1,332,663 1,148,248
Office and equipment 74,862 68,757 147,402 136,824
Communications 37,140 37,762 74,896 75,969
Business development 26,290 18,190 48,369 36,810
Brokerage, clearing & exchange fees 22,081 21,507 47,577 44,062
Professional services 30,390 29,276 63,982 56,816
Other 77,318 74,890 152,062 145,814
------------ ------------ ------------ ------------
Total non-interest expenses 950,169 824,613 1,866,951 1,644,543
------------ ------------ ------------ ------------
INCOME BEFORE TAXES AND MINORITY INTEREST 211,999 151,327 410,194 316,231
------------ ------------ ------------ ------------
PROVISION FOR INCOME TAXES:
Federal 72,394 35,075 121,779 80,934
State, local and foreign 2,043 15,067 22,057 28,428
------------ ------------ ------------ ------------
74,437 50,142 143,836 109,362
------------ ------------ ------------ ------------
INCOME BEFORE MINORITY INTEREST 137,562 101,185 266,358 206,869
Minority interest 8,061 8,061 16,122 12,910
------------ ------------ ------------ ------------
NET INCOME $ 129,501 $ 93,124 $ 250,236 $ 193,959
============ ============ ============ ============
Net income applicable to common shares $ 123,589 $ 85,746 $ 238,413 $ 179,202
============ ============ ============ ============
Earnings per common share:
Basic $ 0.88 $ 0.66 $ 1.71 $ 1.38
Diluted $ 0.82 $ 0.58 $ 1.59 $ 1.20
Weighted-average common shares:
Basic 140,032,972 129,874,505 139,609,704 130,161,160
Diluted 151,161,713 151,695,777 150,177,958 152,154,085
Dividends declared per common share $ 0.11 $ 0.10 $ 0.22 $ 0.20
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 4
PAINE WEBBER GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
(In thousands of dollars except share and per share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 322,972 $ 233,787
Cash and securities segregated and on deposit for
federal and other regulations 594,070 569,138
Trading assets 18,698,536 16,373,792
Securities received as collateral 1,392,865 --
------------ ------------
Total trading assets, at fair value 20,091,401 16,373,792
Securities purchased under agreements to resell 23,419,771 21,562,739
Securities borrowed 9,322,166 9,573,187
Receivables, net of allowance for doubtful accounts of
$21,957 and $21,315 at June 30, 1998 and
December 31, 1997, respectively 8,025,627 6,904,492
Office equipment and leasehold improvements, net of accumulated
depreciation and amortization of $431,575 and $400,346 at
June 30, 1998 and December 31, 1997, respectively 386,313 334,401
Other assets 1,805,851 1,513,497
------------ ------------
$ 63,968,171 $ 57,065,033
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term borrowings $ 2,135,818 $ 1,666,216
Trading liabilities, at fair value 8,662,388 7,102,144
Securities sold under agreements to repurchase 31,531,274 29,628,902
Securities loaned 5,489,455 4,733,961
Obligation to return securities received as collateral 1,392,865 --
Payables 5,899,738 5,663,957
Other liabilities and accrued expenses 2,294,347 2,358,511
Long-term borrowings 3,817,395 3,397,961
------------ ------------
61,223,280 54,551,652
------------ ------------
Commitments and contingencies
Company-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary
Trusts holding solely Company Guaranteed Related Subordinated Debt 393,750 393,750
Redeemable Preferred Stock 189,241 188,668
Stockholders' Equity:
Common stock, $1 par value, 400,000,000 shares authorized (1); issued
189,979,414 shares and 188,458,083 shares at
June 30, 1998 and December 31, 1997, respectively 189,979 188,458
Additional paid-in capital 1,463,138 1,405,329
Retained earnings 1,548,561 1,340,966
Treasury stock, at cost; 49,380,483 shares and 48,557,788 shares at
June 30, 1998 and December 31, 1997, respectively (1,035,085) (998,300)
Foreign currency translation adjustment (4,693) (5,490)
------------ ------------
2,161,900 1,930,963
------------ ------------
$ 63,968,171 $ 57,065,033
============ ============
</TABLE>
(1) On May 7, 1998, the shareholders of the Company approved an amendment to
the Company's charter which increased the number of common shares
authorized for issuance from 200,000,000 to 400,000,000 shares.
See notes to condensed consolidated financial statements.
3
<PAGE> 5
PAINE WEBBER GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands of dollars)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------------
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 250,236 $ 193,959
Adjustments to reconcile net income to cash
used for operating activities:
Noncash items included in net income:
Depreciation and amortization 35,456 35,274
Deferred income taxes 46,732 10,571
Amortization of deferred charges 53,559 84,809
Other 46,500 37,111
(Increase) decrease in operating assets:
Cash and securities on deposit (24,932) 6,871
Trading assets (2,324,744) 506,950
Securities purchased under agreements to resell (1,857,032) (2,413,346)
Securities borrowed 251,021 (1,737,835)
Receivables (1,120,493) (368,777)
Other assets (377,786) (167,373)
Increase (decrease) in operating liabilities:
Trading liabilities 1,560,244 511,464
Securities sold under agreements to repurchase 1,902,372 1,536,186
Securities loaned 755,494 1,218,975
Payables 235,781 (16,001)
Other (74,527) (254,961)
----------- -----------
Cash used for operating activities (642,119) (816,123)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for:
Office equipment and leasehold improvements (90,833) (36,682)
----------- -----------
Cash used for investing activities (90,833) (36,682)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from short-term borrowings 469,602 353,466
Proceeds from:
Long-term borrowings 641,459 399,645
Employee stock transactions 35,741 41,781
Issuance of Preferred Trust Securities -- 198,750
Payments for:
Long-term borrowings (223,132) (122,596)
Repurchases of common stock (59,465) (133,380)
Dividends (42,068) (41,744)
----------- -----------
Cash provided by financing activities 822,137 695,922
----------- -----------
Increase (decrease) in cash and cash equivalents 89,185 (156,883)
Cash and cash equivalents, beginning of period 233,787 383,856
----------- -----------
Cash and cash equivalents, end of period $ 322,972 $ 226,973
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 6
PAINE WEBBER GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands of dollars except share
and per share amounts)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements include the accounts of Paine
Webber Group Inc. ("PWG") and its wholly owned subsidiaries, including its
principal subsidiary PaineWebber Incorporated ("PWI") (collectively, the
"Company"). All material intercompany balances and transactions have been
eliminated. Certain reclassifications have been made to prior year amounts to
conform to current year presentations. The December 31, 1997 Condensed
Consolidated Statement of Financial Condition was derived from the audited
consolidated financial statements of the Company. The financial information as
of and for the periods ended June 30, 1998 and 1997 is unaudited. All normal
recurring adjustments which, in the opinion of management, are necessary for a
fair presentation have been made.
The condensed consolidated financial statements are prepared in conformity with
generally accepted accounting principles which require management to make
estimates and assumptions that affect the amounts reported in the condensed
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates. These financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998. The results of operations reported for interim
periods are not necessarily indicative of the results of operations for the
entire year.
Accounting Changes
On January 1, 1998, Statement of Financial Accounting Standards ("SFAS") No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" became fully effective. Previously, the
Financial Accounting Standards Board had deferred until January 1, 1998 the
implementation of SFAS No. 125 as it related to 1) secured borrowings and
collateral, and 2) the transfer of financial assets that are part of repurchase
agreements, dollar-roll, securities lending and similar transactions. The
adoption of those deferred portions of SFAS No. 125 created the following
additional captions on the Company's Consolidated Statement of Financial
Condition:
- - Securities received as collateral; and
- - Obligation to return securities received as collateral.
The balances recognized in these captions are carried at the fair market value
of the securities received and represent securities received as collateral in
term resale agreements for which the collateral provider does not have the
explicit contractual right to substitute.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
effective for fiscal years beginning after June 15, 1999. SFAS No. 133
establishes revised accounting and reporting standards for derivative
instruments and for hedging activities. It requires that an entity measure all
derivative instruments at fair value and recognize such instruments as either
assets or liabilities in the consolidated statements of financial condition. The
accounting for changes in the fair value of a derivative instrument depends on
the intended use of the derivative as either a fair value hedge, a cash flow
hedge or a foreign currency hedge. The effect of the changes in fair value of
the derivatives and, in certain cases, the hedged items are to be reflected in
either the consolidated statements of income or as a component of other
comprehensive income based upon the resulting designation. The Company has not
yet determined the impact of this statement on the Company's Consolidated
Financial Statements, taken as a whole.
NOTE 2: COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which established standards for the reporting and display
of comprehensive income. Comprehensive income combines net income and certain
items that directly affect stockholders' equity, such as foreign currency
translation adjustments. The adoption of SFAS No. 130 had no impact on the
Company's net income or stockholders' equity. The components of comprehensive
income for the three-month and six-month periods ended June 30, 1998 and 1997
were as follows:
5
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- ------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net income $ 129,501 $ 93,124 $ 250,236 $ 193,959
Foreign currency translation adjustment (229) (111) 797 (2,678)
--------- --------- --------- ---------
Comprehensive income $ 129,272 $ 93,013 $ 251,033 $ 191,281
========= ========= ========= =========
</TABLE>
NOTE 3: FAIR VALUE OF FINANCIAL INSTRUMENTS
Substantially all of the Company's financial instruments are carried at fair
value or amounts approximating fair value. Assets, including cash and cash
equivalents, cash and securities segregated for regulatory purposes, trading
assets, resale agreements, securities borrowed, and certain receivables, are
carried at fair value or contracted amounts which approximate fair value.
Similarly, liabilities, including short-term borrowings, trading liabilities,
repurchase agreements, securities loaned, and certain payables, are carried at
fair value or contracted amounts approximating fair value.
At June 30, 1998 and December 31, 1997, the fair values of long-term borrowings
were $3,930,879 and $3,469,950, respectively, as compared to the carrying
amounts of $3,817,395 and $3,397,961, respectively. The estimated fair value of
long-term borrowings is based upon quoted market prices for the same or similar
issues and pricing models. However, for substantially all of its fixed rate
debt, the Company enters into interest rate swap agreements to convert its fixed
rate payments into floating rate payments.
The fair value of interest rate swaps used to hedge the Company's fixed rate
debt is based upon the amounts the Company would receive or pay to terminate the
agreements, taking into account current interest rates and creditworthiness of
the counterparties. The fair values of the interest rate swaps were $78,975 and
$50,796 receivable at June 30, 1998 and December 31, 1997, respectively. The
carrying amounts of the interest rate swap agreements included in the Company's
Condensed Consolidated Statements of Financial Condition at June 30, 1998 and
December 31, 1997 were net receivables of $6,663 and $7,193, respectively. See
Note 8 for further discussion of interest rate swap agreements used for hedging
purposes.
NOTE 4: TRADING ASSETS AND LIABILITIES
At June 30, 1998 and December 31, 1997, trading assets and liabilities, recorded
at fair value and on a trade date basis, consisted of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
----------- -----------
<S> <C> <C>
Trading assets:
U.S. government and agency obligations $ 5,084,337 $ 3,449,159
Mortgages and mortgage-backed securities 8,433,950 6,557,629
Corporate debt securities 2,981,475 3,820,317
Commercial paper and other short-term debt 1,154,937 1,410,726
State and municipal obligations 563,984 482,678
Corporate equity securities 479,853 653,283
----------- -----------
18,698,536 16,373,792
Securities received as collateral (1) 1,392,865 --
----------- -----------
$20,091,401 $16,373,792
=========== ===========
Trading liabilities:
U.S. government and agency obligations $ 7,077,491 $ 5,882,082
Mortgages and mortgage-backed securities 74,164 81,330
Corporate debt securities 1,023,691 851,413
State and municipal obligations 25,972 14,191
Corporate equity securities 461,070 273,128
----------- -----------
$ 8,662,388 $ 7,102,144
=========== ===========
</TABLE>
(1) This amount relates to the Company's adoption of the deferred portions
of SFAS No. 125.
6
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5: SHORT-TERM BORROWINGS
The Company meets its short-term financing needs by obtaining bank loans on
either a secured or unsecured basis; by issuing commercial paper and medium-term
notes; by entering into agreements to repurchase, whereby securities are sold
with a commitment to repurchase at a future date; and through securities lending
activity.
Short-term borrowings at June 30, 1998 and December 31, 1997 consisted of the
following:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------- -----------
<S> <C> <C>
Commercial paper $ 809,946 $ 606,012
Bank loans 1,023,872 808,204
Medium-Term Notes 302,000 252,000
---------- ----------
$2,135,818 $1,666,216
========== ==========
</TABLE>
NOTE 6: LONG-TERM BORROWINGS
Long-term borrowings at June 30, 1998 and December 31, 1997 consisted of the
following:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------- -----------
<S> <C> <C>
Fixed Rate Notes due 2000 - 2014 $1,597,389 $1,547,817
Fixed Rate Subordinated Notes due 2002 174,633 174,588
Medium-Term Senior Notes 1,830,385 1,461,185
Medium-Term Subordinated Notes 186,950 186,950
Other 28,038 27,421
---------- ----------
$3,817,395 $3,397,961
========== ==========
</TABLE>
At June 30, 1998, interest rates on the fixed rate notes and fixed rate
subordinated notes range from 6 1/2% to 9 1/4% and the weighted-average interest
rate on these notes outstanding at June 30, 1998 was 7.74%. Interest on the
notes is payable semi-annually.
On April 23, 1998, the Company issued $250,000 of 6.55% senior notes due 2008.
On June 15, 1998, $200,000 6 1/4% senior notes matured.
At June 30, 1998, the Company had outstanding $1,271,685 of fixed rate
Medium-Term Notes and $745,650 of variable rate Medium-Term Notes. The
Medium-Term Notes outstanding at June 30, 1998 had an average maturity of 5.2
years and a weighted-average interest rate of 6.67%.
Total interest payments, which relate principally to agreements to repurchase,
short-term borrowings, securities loaned and long-term borrowings, were
$1,465,639 and $1,145,274 for the six months ended June 30, 1998 and 1997,
respectively.
NOTE 7: CAPITAL REQUIREMENTS
PWI, a registered broker-dealer, is subject to the Securities and Exchange
Commission Uniform Net Capital Rule and New York Stock Exchange Growth and
Business Reduction capital requirements. Under the method of computing capital
requirements adopted by PWI, minimum net capital shall not be less than 2% of
combined aggregate debit items arising from client transactions, plus excess
margin collected on securities purchased under agreements to resell, as defined.
A reduction of business is required if net capital is less than 4% of such
aggregate debit items. Business may not be expanded if net capital is less than
5% of such aggregate debit items. As of June 30, 1998, PWI's net capital of
$1,064,684 was 12.4% of aggregate debit items and its net capital in excess of
the minimum required was $888,924.
7
<PAGE> 9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 8: FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
Held or Issued for Trading Purposes
Set forth below are the gross contract or notional amounts of the Company's
outstanding off-balance-sheet derivative and other financial instruments held or
issued for trading purposes. These amounts are not reflected in the Condensed
Consolidated Statements of Financial Condition and are indicative only of the
volume of activity at June 30, 1998 and December 31, 1997. They do not represent
amounts subject to market risks, and in many cases, limit the Company's overall
exposure to market losses by hedging other on- and off-balance-sheet
transactions. The amounts are netted by counterparty only when the criteria of
FASB interpretation No. 39 are met.
<TABLE>
<CAPTION>
Notional or Contract Amount
--------------------------------------------------------------
June 30, 1998 December 31, 1997
---------------------------- ----------------------------
Purchases Sales Purchases Sales
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Mortgage-backed forward contracts
and options written and purchased $30,167,558 $33,912,237 $20,269,175 $22,948,068
Foreign currency forward contracts,
futures contracts, and options
written and purchased 2,770,222 2,741,542 1,517,584 1,317,162
Equity securities contracts including
futures, forwards, and options written
and purchased 210,770 312,218 139,800 517,327
Other fixed income securities contracts
including futures, forwards, and options
written and purchased 4,350,501 7,226,032 3,580,697 7,906,777
Interest rate swaps and caps 968,744 458,819 143,961 140,292
</TABLE>
Set forth below are the fair values of derivative financial instruments held or
issued for trading purposes as of June 30, 1998 and December 31, 1997.
<TABLE>
<CAPTION>
Fair Value at Fair Value at
June 30, 1998 December 31, 1997
---------------------- ----------------------
Assets Liabilities Assets Liabilities
------- ----------- ------- -----------
<S> <C> <C> <C> <C>
Mortgage-backed forward contracts and
options written and purchased $84,253 $67,482 $88,428 $84,400
Foreign currency forward contracts,
futures contracts, and options
written and purchased 41,683 40,849 25,749 24,773
Equity securities contracts including
futures, forwards, and options written
and purchased 44,764 48,694 30,561 39,276
Other fixed income securities contracts
including futures, forwards, and options
written and purchased 7,952 14,914 13,080 26,588
Interest rate swaps and caps 13,922 69,178 24,579 3,160
</TABLE>
Set forth on the following page are the average fair values of derivative
financial instruments held or issued for trading purposes for the three months
ended June 30, 1998 and the twelve months ended December 31, 1997. The average
fair value is based on the average of the month-end balances during the periods
indicated.
8
<PAGE> 10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
Average Fair Value Average Fair Value
Three Months Ended Twelve Months Ended
June 30, 1998 December 31, 1997
------------------------ ------------------------
Assets Liabilities Assets Liabilities
-------- ----------- -------- -----------
<S> <C> <C> <C> <C>
Mortgage-backed forward contracts and
options written and purchased $ 97,754 $ 81,455 $112,763 $111,655
Foreign currency forward contracts,
futures contracts, and options
written and purchased 41,251 39,837 30,875 32,808
Equity securities contracts including
futures, forwards, and options written
and purchased 36,324 48,838 49,112 33,604
Other fixed income securities contracts
including futures, forwards, and options
written and purchased 5,982 14,648 16,251 76,814
Interest rate swaps and caps 14,164 70,163 5,499 5,195
</TABLE>
The Company also enters into agreements to sell securities, at predetermined
prices, which have not yet been purchased. The Company is exposed to market risk
since to satisfy the obligation, the Company must acquire the securities at
market prices, which may exceed the values reflected on the Condensed
Consolidated Statements of Financial Condition.
The off-balance-sheet derivative trading transactions are generally short-term.
At June 30, 1998 approximately 98% of the off-balance-sheet trading-related
derivative and other financial instruments had remaining maturities of less than
one year.
The Company's risk of loss in the event of counterparty default is limited to
the current fair value or the replacement cost on contracts in which the Company
has recorded an unrealized gain. These amounts are reflected as assets on the
Company's Condensed Consolidated Statements of Financial Condition and amounted
to $192,574 and $182,397 at June 30, 1998 and December 31, 1997, respectively.
Options written do not expose the Company to credit risk since they do not
obligate the counterparty to perform. Transactions in futures contracts are
conducted through regulated exchanges which have margin requirements, and are
settled in cash on a daily basis, thereby minimizing credit risk.
The following table summarizes the Company's principal transactions revenues by
business activity for the three months and six months ended June 30, 1998 and
1997. Principal transactions revenues include realized and unrealized gains and
losses on trading positions, including hedges. In assessing the profitability of
its trading activities, the Company views net interest and principal
transactions revenues in the aggregate.
<TABLE>
<CAPTION>
Principal Transactions Revenues
--------------------------------------------------
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Taxable fixed income (included futures, forwards,
options contracts and other securities) $132,635 $119,175 $274,118 $251,764
Equities (includes futures, forwards and options contracts) 74,794 98,411 179,090 191,698
Municipals 36,717 37,639 67,901 68,299
-------- -------- -------- --------
$244,146 $255,225 $521,109 $511,761
======== ======== ======== ========
</TABLE>
9
<PAGE> 11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Held or Issued for Purposes Other Than Trading
The Company enters into interest rate swap agreements to manage the interest
rate characteristics of its assets and liabilities. As of June 30, 1998 and
December 31, 1997, the Company had outstanding interest rate swap agreements
with commercial banks with notional amounts of $2,960,985 and $2,658,485,
respectively. These agreements effectively converted substantially all of the
Company's fixed rate debt at June 30, 1998 into floating rate debt. The interest
rate swap agreements entered into have had the effect of reducing net interest
expense on the Company's fixed rate debt by $6,986 and $6,373 for the six months
ended June 30, 1998 and 1997, respectively. The Company had no deferred gains or
losses related to terminated swap agreements at June 30, 1998 and December 31,
1997. The Company is subject to market risk as interest rates fluctuate. The
interest rate swaps contain credit risk to the extent the Company is in a
receivable or gain position and the counterparty defaults. However, the
counterparties to the agreements are large financial institutions, and the
Company has not experienced defaults in the past, and management does not
anticipate any counterparty defaults in the foreseeable future. See Note 3 for
further discussion of interest rate swap agreements used for hedging purposes.
NOTE 9: RISK MANAGEMENT
Transactions involving derivative and non-derivative financial instruments
involve varying degrees of both market and credit risk. The Company monitors its
exposure to market and credit risk on a daily basis and through a variety of
financial, security position and credit exposure reporting and control
procedures.
Market Risk
Market risk is the potential change in value of the financial instrument caused
by unfavorable changes in interest rates, equity prices, and foreign currency
exchange rates. The Company has a variety of methods to monitor its market risk
profile. The senior management of each business group is responsible for
reviewing trading positions, exposures, profits and losses, and trading
strategies. The Company also has an independent risk management group which
reviews the Company's risk profile and aids in setting and monitoring risk
management policies of the Company, including monitoring adherence to the
established limits, performing market risk modeling, and reviewing trading
positions and hedging strategies. The Asset/Liability Management Committee,
comprised of senior corporate and business group managers, is responsible for
establishing trading position and exposure limits.
Market risk modeling is based on estimating loss exposure through sensitivity
testing. These results are compared to established limits, and exceptions are
subject to review and approval by senior management. Other market risk control
procedures include monitoring inventory agings, reviewing traders' marks and
regular meetings between the senior management of the business groups and the
risk management group.
Credit Risk in Proprietary Transactions
Counterparties to the Company's proprietary trading, hedging, financing and
arbitrage activities are primarily financial institutions, including brokers and
dealers, banks and institutional clients. Credit losses could arise should
counterparties fail to perform and the value of any collateral proves
inadequate. The Company manages credit risk by monitoring net exposure to
individual counterparties on a daily basis, monitoring credit limits and
requiring additional collateral where appropriate.
Derivative credit exposures are calculated, aggregated and compared to
established limits by the credit department. Credit reserve requirements are
determined by senior management in conjunction with the Company's continuous
credit monitoring procedures. Historically, reserve requirements arising from
instruments with off-balance-sheet risk have not been material.
Receivables and payables with brokers and dealers, agreements to resell and
repurchase securities, and securities borrowed and loaned are generally
collateralized by cash, government and government-agency securities, or letters
of credit. The market value of the initial collateral received is, at a minimum,
equal to the contract value. Additional collateral is requested when considered
necessary. The Company may pledge clients' margined securities as collateral in
support of securities loaned and bank loans, as well as to satisfy margin
requirements at clearing organizations. The amounts loaned or pledged are
limited to the extent permitted by applicable margin regulations. Should the
counterparty fail to return the clients' securities, the Company may be required
to replace them at prevailing market prices. At June 30, 1998, the market value
of client securities loaned to other brokers approximated the amounts due or
collateral obtained.
10
<PAGE> 12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Credit Risk in Client Activities
Client transactions are entered on either a cash or margin basis. In a margin
transaction, the Company extends credit to a client for the purchase of
securities, using the securities purchased and/or other securities in the
client's account as collateral for amounts loaned. Amounts loaned are limited by
margin regulations of the Federal Reserve Board and other regulatory authorities
and are subject to the Company's credit review and daily monitoring procedures.
Market declines could, however, reduce the value of any collateral below the
principal amount loaned, plus accrued interest, before the collateral can be
sold.
Client transactions include positions in commodities and financial futures,
trading liabilities and written options. The risk to the Company's clients in
these transactions can be substantial, principally due to price volatility which
can reduce the clients' ability to meet their obligations. Margin deposit
requirements pertaining to commodity futures and options transactions are
generally lower than those for exchange-traded securities. To the extent clients
are unable to meet their commitments to the Company and margin deposits are
insufficient to cover outstanding liabilities, the Company may take market
action and credit losses could be realized.
Client trades are recorded on a settlement date basis. Should either the client
or broker fail to perform, the Company may be required to complete the
transaction at prevailing market prices. Trades pending at June 30,1998 were
settled without material adverse effect on the Company's consolidated financial
statements, taken as a whole.
Concentrations of Credit Risk
Concentrations of credit risk that arise from financial instruments (whether on-
or off-balance-sheet) exist for groups of counterparties when they have similar
economic characteristics that would cause their ability to meet obligations to
be similarly affected by economic, industry or geographic factors. As a major
securities firm, the Company engages in underwriting and other financing
activities with a broad range of customers, including other financial
institutions, municipalities, governments and commercial real estate investors
and operators. These activities could result in concentrations of credit risk
with a particular counterparty, or with groups of counterparties operating in a
particular geographic area or engaged in business in a particular industry. The
Company seeks to control its credit risk and the potential for risk
concentration through a variety of reporting and control procedures described
above.
The Company's most significant industry concentration, which arises within its
normal course of business activities, is financial institutions including banks,
brokers and dealers, investment funds and insurance companies.
NOTE 10: COMMITMENTS AND CONTINGENCIES
At June 30, 1998 and December 31, 1997, the Company was contingently liable
under unsecured letters of credit totaling $286,621 and $186,279, respectively,
which approximates fair value. At June 30, 1998, certain of the Company's
subsidiaries were contingently liable as issuer of $46,073 of notes payable to
managing general partners of various limited partnerships pursuant to certain
partnership agreements. In addition, as part of the 1995 limited partnership
settlements, the Company has agreed, under certain circumstances, to provide to
class members additional consideration including assignment of any and all fees
the Company is entitled to receive from certain partnerships. In the opinion of
management, these contingencies will not have a material adverse effect on the
Company's consolidated financial statements, taken as a whole.
In February 1996, two limited partnerships, in which a subsidiary of the Company
serves as the general partner and certain key employees are the limited
partners, entered into two unsecured credit facilities with a commercial bank
under which the bank agreed to make unsecured loans to the limited partnerships
of up to $77,525 through February 2000. The Company entered into an agreement
with the bank to purchase the loans under certain specific circumstances. At
June 30, 1998, $36,246 had been loaned to the limited partnerships.
In meeting the financing needs of certain of its clients, the Company may also
issue standby letters of credit which are fully collateralized by marginable
securities. At June 30, 1998, the Company had outstanding $63,109 of such
standby letters of credit. At June 30, 1998 and December 31, 1997, securities
with fair value of $80,739 and $48,378, respectively, had been loaned or pledged
as collateral for securities borrowed of approximately equal fair value.
11
<PAGE> 13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In the normal course of business, the Company enters into when-issued
transactions, underwriting and other commitments. Also, clients may be extended
lines of credit collateralized by mortgages and other real estate interests; the
unused portion of such lines of credit amounted to $684,018 at June 30, 1998.
These commercial real estate commitments are generally entered into at variable
rates of interest based on LIBOR. Settlement of these transactions at June 30,
1998 would not have had a material impact on the Company's consolidated
financial statements, taken as a whole.
The Company has been named as defendant in numerous legal actions in the
ordinary course of business. While the outcome of such matters cannot be
predicted with certainty, in the opinion of management of the Company, after
consultation with various counsel handling such matters, these actions will be
resolved with no material adverse effect on the Company's consolidated financial
statements, taken as a whole.
NOTE 11: INCOME TAXES
The reconciliation of income taxes, computed at the statutory federal rates, to
the provision for income taxes recorded was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------- --------------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Tax at statutory federal rates 35.0% 35.0% 35.0% 35.0%
State and local income taxes,
net of federal tax benefit 0.3 4.0 2.1 4.0
Foreign rate differential 0.1 1.8 (0.2) 0.3
Nontaxable dividends & interest (0.6) (1.0) (0.7) (0.9)
Minority Interest (1.4) (2.0) (1.4) (1.5)
Other, net 1.7 (4.7) 0.3 (2.3)
------ ------ ------ ------
35.1% 33.1% 35.1% 34.6%
====== ====== ====== ======
</TABLE>
Income taxes paid were $104,585 and $125,849 for the six months ended June 30,
1998 and 1997, respectively.
NOTE 12: EARNINGS PER COMMON SHARE
The Company adopted SFAS No. 128, "Earnings Per Share," during the quarter ended
December 31, 1997. Basic earnings per share is calculated by dividing income
available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings per share reflects all potentially
dilutive securities. The 1997 earnings per share amounts have been restated to
conform to the SFAS No. 128 requirements.
Set forth on the following page is the reconciliation of net income applicable
to common shares and weighted-average common and common equivalent shares of the
basic and diluted earnings per common share computations:
12
<PAGE> 14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------------- ---------------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NUMERATOR:
Net income $ 129,501 $ 93,124 $ 250,236 $ 193,959
Preferred stock dividends (5,912) (7,378) (11,823) (14,757)
------------- ------------- ------------- -------------
Net income applicable to common shares
for basic earnings per share 123,589 85,746 238,413 179,202
Effect of dilutive securities:
Preferred stock dividends -- 1,500 -- 3,000
Interest savings on convertible debentures 104 227 209 576
------------- ------------- ------------- -------------
104 1,727 209 3,576
------------- ------------- ------------- -------------
Net income applicable to common shares
for diluted earnings per share $ 123,693 $ 87,473 $ 238,622 $ 182,778
============= ============= ============= =============
DENOMINATOR:
Weighted-average common shares for basic
earnings per share 140,032,972 129,874,505 139,609,704 130,161,160
Weighted-average effect of dilutive securities:
Employee stock options and awards 9,881,681 11,602,493 9,231,916 11,344,814
Convertible debentures 1,247,060 1,945,179 1,336,338 2,374,511
6% Convertible Preferred Stock -- 8,273,600 -- 8,273,600
------------- ------------- ------------- -------------
Dilutive potential common shares 11,128,741 21,821,272 10,568,254 21,992,925
------------- ------------- ------------- -------------
Weighted-average common and common equivalent
shares for diluted earnings per share 151,161,713 151,695,777 150,177,958 152,154,085
============= ============= ============= =============
EARNINGS PER SHARE:
Basic $ 0.88 $ 0.66 $ 1.71 $ 1.38
============= ============= ============= =============
Diluted $ 0.82 $ 0.58 $ 1.59 $ 1.20
============= ============= ============= =============
</TABLE>
13
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company's principal business activities are, by their nature, affected by
many factors, including general economic and financial conditions, the level and
volatility of interest rates, currency and security valuations, competitive
conditions, counterparty risk, transactional volume and market liquidity. As a
result, revenues and profitability have been in the past, and are likely to
continue to be, subject to fluctuations reflecting the impact of these factors.
Certain statements included in this discussion and in other parts of this report
include "forward-looking statements" that involve known and unknown risks and
uncertainties including those mentioned above. Actual results could differ
materially from those projected in the forward-looking statements.
Market and economic conditions were generally favorable in the second quarter of
1998, but subdued relative to the first quarter of 1998. In the second quarter
of 1998, the U.S. economy slowed with real GDP growth declining from 5.5% in the
first quarter of 1998 to 1.4% in the second quarter. Inflation, as measured by
the Consumer Price Index, remained moderate increasing at an annual rate of 2.0%
from the first quarter to the second quarter of 1998 and the Federal Reserve
Board did not change the overnight lending rate. The yield on 90-day Treasury
bills slipped from 5.13% to 5.10% during the quarter while the yield on the
30-year Treasury bond fell from 5.94% to 5.62%. Despite lingering investor
concerns regarding the impact of the Asian crisis and the GDP slowdown on the
U.S. economy, the Dow Jones Industrial Average increased 1.7%, the NASDAQ
Composite index climbed 3.2% and the S&P 500 stock index rose 2.9% in the second
quarter of 1998. Stock market volume remained relatively constant in the second
quarter of 1998 versus the first quarter of 1998 with the New York Stock
Exchange average daily volume declining 1.3% to 615.9 million shares and the
NASDAQ average daily volume increasing 2.0% to 755.1 million shares.
The favorable market and economic conditions of calendar year 1997 continued
into the first six months of 1998, although with slightly less vigor than the
previous year. The Dow Jones Industrial Average increased 13.2% for the first
six months of 1998 as compared to the 19.0% increase for the first six months of
1997. The NASDAQ Composite index advanced 20.7% for the first six months of
1998, up from the 11.7% increase in the first six months of 1997. The S&P 500
stock index appreciated 16.8% in the first six months of 1998, as compared to
the increase of 19.5% for the first six months of 1997. Average daily volume on
the New York Stock Exchange was 620.5 million shares for the first six months of
1998, versus 505.0 million shares for the prior year period. The NASDAQ average
daily volume increased from 607.9 million shares for the first six months of
1997 to 747.8 million shares for the first six months of 1998. The yield on the
30-year Treasury bond fell 30 basis points during the first six months of 1998
compared to the 14 basis point decline in the prior year period.
RESULTS OF OPERATIONS
Quarter Ended June 30, 1998 compared to Quarter Ended June 30, 1997
The Company's net income for the quarter ended June 30, 1998 was a record $129.5
million, or $0.88 per basic share ($0.82 per diluted share) compared to net
income of $93.1 million, or $0.66 per basic share ($0.58 per diluted share)
earned during the second quarter of 1997. During the second quarter of 1998,
revenues, net of interest expense, were a record $1,162.2 million, 19.1% higher
than the second quarter of 1997.
Commission revenues earned during the second quarter of 1998 were $402.1
million, 15.9% higher than the $346.9 million earned during the prior year
quarter. Commissions on the sale of listed securities and options increased
$32.3 million or 15.8%, mutual fund and insurance commissions increased $14.5
million or 14.8%, and commissions from over-the-counter securities and other
commissions increased $8.4 million or 18.8%.
Principal transactions revenues decreased $11.1 million, or 4.3%, reflecting
lower trading results in equities and municipal securities.
Asset management fees increased 45.3% to a record $182.1 million, due to higher
revenues earned on managed or wrap accounts and trust accounts. Average assets
in wrap and trust accounts during the second quarter of 1998 were approximately
52.7 % higher than during the second quarter of 1997. The increase also reflects
higher advisory fees earned on money market accounts and mutual funds. The
average assets under management in money market, institutional and long-term
mutual funds were approximately $54.0 billion during the second quarter of 1998
and approximately $44.0 billion during the second quarter of 1997.
14
<PAGE> 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Investment banking revenues were a record $176.7 million, 59.3% higher than the
$110.9 million earned during the second quarter of 1997. The current year
quarter reflects increases in merger and acquisition fees, underwriting fees,
management fees and selling concessions on increased volume of lead-managed and
co-managed corporate and municipal issues, and in the commercial real estate
business.
Net interest increased $19.3 million, or 18.7% to a record $122.6 million
primarily due to increased margin lending to customers and an increased level of
fixed income positions offset by higher interest expense on increased
borrowings.
Compensation and benefits for the quarter ended June 30, 1998 were $682.1
million as compared to $574.2 million during the prior year quarter. The number
of employees increased by 940, or 5.8%, from June 30, 1997 to June 30, 1998,
principally due to an expansion in Private Client Group investment executives,
selective hirings in Capital Markets and technology personnel working on the
millenium and other technology initiatives. In addition, the Company's improved
operating results for the second quarter of 1998 versus the prior year period,
resulted in higher production-based compensation to Private Client Group
investment executives, and higher performance-based compensation. Compensation
and benefits as a percent of net revenues were 58.7% during the second quarter
1998 and 58.8% for the second quarter 1997.
All other operating expenses were $268.1 million, as compared to $250.4 million
for the prior year quarter. Principal drivers of the increase in
non-compensation costs were technology costs associated with preparations for
the millenium and other technology initiatives, and higher advertising
expenditures. The ratio of other operating expenses as a percentage of net
revenues declined to 23.1% for the quarter ended June 30, 1998 compared to 25.7%
for the prior year quarter.
Six Months Ended June 30, 1998 compared to Six Months Ended June 30, 1997
The Company's net income for the six months ended June 30, 1998 was a record
$250.2 million, or $1.71 per basic share ($1.59 per diluted share) compared to
net income of $194.0 million, or $1.38 per basic share ($1.20 per diluted share)
earned during the first six months of 1997. During the first six months of 1998,
revenues, net of interest expense, were a record $2,277.1 million, 16.1% higher
than the first six months of 1997.
Commission revenues earned during the first six months of 1998 were a record
$810.2 million, 13.0% higher than the $717.3 million earned during the prior
year period. Commissions on the sale of listed securities and options increased
$58.8 million or 13.9%, mutual fund and insurance commissions increased $22.5
million or 11.2%, and commissions from over-the-counter securities and other
commissions increased $11.6 million or 12.4%.
Principal transactions revenues increased $9.3 million, or 1.8%, reflecting
improved trading results in taxable fixed income securities offset by lower
results in equities and municipal securities.
Asset management fees increased 38.4% to a record $340.9 million, due to higher
revenues earned on managed or wrap accounts and trust accounts. Average assets
in wrap and trust accounts during the first six months of 1998 were
approximately 50.0 % higher than during the first six months of 1997. The
increase also reflects higher advisory fees earned on money market accounts and
mutual funds. The average assets under management in money market, institutional
and long-term mutual funds were approximately $51.2 billion during the first six
months of 1998 and approximately $44.1 billion during the first six months of
1997.
Investment banking revenues were a record $301.7 million for the first six
months of 1998, 44.5% higher than the $208.7 million earned during the prior
year period. The current year period reflects increases in merger and
acquisition fees, underwriting fees, management fees and selling concessions on
increased volume of lead-managed and co-managed corporate and municipal issues,
and in the commercial real estate business.
Net interest increased $30.4 million, or 14.9% to a record $234.8 million
primarily due to increased margin lending to customers and an increased level of
fixed income positions offset by higher interest expense on increased
borrowings.
15
<PAGE> 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Compensation and benefits for the six months ended June 30, 1998 were $1,332.7
million as compared to $1,148.2 million during the prior year period. The number
of employees increased by 940, or 5.8%, from June 30, 1997 to June 30, 1998,
principally due to an expansion in Private Client Group investment executives,
selective hirings in Capital Markets and technology personnel working on the
millenium and other technology initiatives. In addition, the Company's improved
operating results for the six months ended 1998 versus the prior year period,
resulted in higher production-based compensation to Private Client Group
investment executives, and higher performance-based compensation. Compensation
and benefits as a percent of net revenues were 58.5% during the first six months
of 1998 and 58.6% for the first six months of 1997.
All other operating expenses were $534.3 million, as compared to $496.3 million
for the prior year period. Principal drivers of the increase in non-compensation
costs were technology costs associated with preparations for the millenium and
other technology initiatives, higher brokerage, clearing and exchange fees
associated with increased levels of business, and higher advertising
expenditures. The ratio of other operating expenses as a percentage of net
revenues declined to 23.5% for the quarter ended June 30, 1998 compared to 25.3%
for the prior year period.
LIQUIDITY AND CAPITAL RESOURCES
The primary objectives of the Company's funding policies are to insure ample
liquidity at all times and a strong capital base. These objectives are met by
maximization of self-funded assets, diversification of funding sources,
maintenance of prudent liquidity and capital ratios, and contingency planning.
Liquidity
The Company maintains a highly liquid balance sheet with the majority of assets
consisting of trading assets, securities purchased under agreements to resell,
securities borrowed, and receivables from clients, brokers and dealers, which
are readily convertible into cash. The nature of the Company's business as a
securities dealer results in carrying significant levels of trading assets and
liabilities in order to meet its client and proprietary trading needs. The
Company's total assets may fluctuate from period to period as a result of
changes in the level of trading positions held to facilitate client
transactions, the volume of resale and repurchase transactions, and proprietary
trading strategies. These fluctuations depend significantly upon economic and
market conditions, and transactional volume.
The Company's total assets at June 30, 1998 were $64.0 billion compared to $57.1
billion at December 31, 1997, primarily attributable to an increase in trading
assets, including $1.4 billion related to securities received as collateral
under the SFAS No. 125 guidance, and securities purchased under agreements to
resell. The majority of the Company's assets are financed by daily operations
such as securities sold under agreements to repurchase, free credit balances in
client accounts and securities lending activity. Additional financing sources
are available through bank loans and commercial paper, committed and uncommitted
lines of credit, and long-term borrowings.
The Company maintains committed and uncommitted credit facilities from a diverse
group of banks. The Company has a $1.2 billion unsecured revolving credit
agreement which expires in December 1998, with provisions for renewal through
December 2001. In addition, certain of the Company's subsidiaries have a
committed secured revolving credit facility to provide up to an aggregate of
$750.0 million. In August 1998, the Company renewed this facility through August
1999, with provisions for renewal through August 2000. The secured borrowings
under this facility can be collateralized using a variety of financial
instruments. The facilities are available for general corporate purposes. At
June 30, 1998, there were no outstanding borrowings under these credit
facilities. Additionally, the Company had approximately $5.7 billion in
uncommitted lines of credit at June 30, 1998.
The Company maintains a public shelf registration statement with the SEC for the
issuance of debt securities. During the second quarter of 1998, the Company
issued $617.5 million of debt under this registration statement, including
$250.0 million of 6.55% senior notes due 2008. At June 30, 1998, the Company had
approximately $378.1 million in debt securities available for issuance under
this registration statement.
The Company also maintains a shelf registration statement with the SEC for the
issuance of preferred trust securities of PWG Capital Trusts III and IV,
business trusts formed under the Delaware law which are wholly owned
subsidiaries of the Company, and debt securities of the Company. At June 30,
1998, $106.2 million in Preferred Trust Securities and debt securities of the
Company were available for issuance under this registration statement.
16
<PAGE> 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Capital Resources and Capital Adequacy
The Company's businesses are capital intensive. In addition to a funding policy
which provides for diversification of funding sources and maximization of
liquidity, the Company maintains a strong capital base. The Company's total
capital base, which includes long-term borrowings, preferred securities and
stockholders' equity, grew to $6.6 billion at June 30, 1998, an increase of
$650.9 million from December 31, 1997. The growth in total capital is primarily
due to the net increase in long-term borrowings of $419.4 million and an
increase in stockholders' equity of $230.9 million.
The net increase in long-term borrowings primarily reflects the net issuance of
medium-term notes of $369.2 million and the issuance of $250.0 million 6.55%
senior notes due 2008, offset by the maturity of $200.0 million 6 1/4% senior
notes. The increase in stockholders' equity is primarily the result of net
income for the six months ended June 30, 1998 of $250.2 million and the issuance
of approximately 2,450,000 shares of common stock related to employee
compensation programs. Issuances and tax credits related to these programs had
the effect of increasing equity capital by $79.6 million. These increases were
offset by the repurchase of approximately 1,903,000 shares of common stock for
$59.5 million and dividends accrued of $42.1 million. At June 30, 1998, the
remaining number of shares authorized to be repurchased under the Company's
common stock repurchase program was approximately 11.2 million. On May 7, 1998,
the shareholders of the Company approved an amendment to the Company's charter
which increased the number of PWG common shares authorized for issuance from
200,000,000 to 400,000,000 shares. On August 6, 1998, the Board of Directors
declared a regular quarterly dividend on the Company's common stock of $0.11 per
share payable on October 2, 1998 to stockholders of record on September 3, 1998.
PWI is subject to the net capital requirements of the Securities and Exchange
Commission, the New York Stock Exchange, Inc. and the Commodity Futures Trading
Commission which are designed to measure the financial soundness and liquidity
of broker-dealers. PWI has consistently maintained net capital in excess of the
minimum requirements imposed by these agencies. In addition, the Company has
other banking and securities subsidiaries, both domestic and foreign, which have
also consistently maintained net regulatory capital in excess of requirements.
Merchant Banking and Highly Leveraged Transactions
In connection with its merchant banking and commercial real estate activities,
the Company has provided financing and made investments in companies, some of
which are involved in highly leveraged transactions. Positions taken or
commitments made by the Company may involve credit or market risk from any one
issuer or industry.
At June 30, 1998, the Company had investments in merchant banking transactions
which were affected by liquidity, reorganization or restructuring issues
amounting to $37.3 million, net of reserves, compared to $31.9 million, net of
reserves, at December 31, 1997. These investments have not had a material effect
on the Company's results of operations.
The Company's activities also include underwriting and market-making
transactions in high-yield corporate debt and non-investment-grade
mortgage-backed securities, and emerging market securities (collectively,
"high-yield securities"). These securities generally involve greater risks than
investment-grade corporate debt securities because these issuers usually have
high levels of indebtedness or lower credit ratings and are, therefore, more
vulnerable to general economic conditions. At June 30, 1998, the Company held
$532.2 million of high-yield securities, with approximately 15% of such
securities attributable to two issuers. The Company continually monitors its
risk positions associated with high-yield securities and establishes limits with
respect to overall market exposure, industry group and individual issuer. The
Company accounts for these positions at fair value, with unrealized gains and
losses reflected in revenues. These high-yield securities have not had a
material effect on the Company's results of operations.
DERIVATIVE FINANCIAL INSTRUMENTS
A derivative financial instrument represents a contractual agreement between
counterparties and has value that is derived from changes in the value of some
other underlying asset such as the price of another security, interest rates,
currency exchange rates, specified rates (e.g. LIBOR) or indices (e.g. S&P 500),
or the value referenced in the contract. Derivatives, such as futures, certain
option contracts and structured products (e.g. indexed warrants) are traded on
exchanges, while derivatives such as forward contracts, certain option
contracts, interest rate swaps, caps and floors, and other structured products
are negotiated in over-the-counter markets.
17
<PAGE> 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
In the normal course of business, the Company engages in a variety of derivative
transactions in connection with its proprietary trading activities and asset and
liability management, as well as on behalf of its clients. As a dealer, the
Company regularly makes a market in and trades a variety of securities. The
Company is also engaged in creating structured products which are sold to
clients. In connection with these activities, the Company attempts to reduce its
exposure to market risk by entering into offsetting hedging transactions, which
may include derivative financial instruments. The Company also enters into
interest rate swap contracts to manage the interest rate characteristics of its
assets and liabilities.
The notional amount of a derivative contract is used to measure the volume of
activity and is not reflected on the Condensed Consolidated Statement of
Financial Condition. The Company had off-balance-sheet derivative contracts
outstanding with gross notional amounts of $86.1 billion and $61.1 billion at
June 30, 1998 and December 31, 1997, respectively. These amounts included $63.0
billion and $42.3 billion, respectively, related to "to be announced"
mortgage-backed securities requiring forward settlement. Also included in these
amounts were $3.0 billion and $2.7 billion notional amounts of interest rate
swap agreements used to change the interest rate characteristics of the
Company's fixed rate debt at June 30, 1998 and December 31, 1997, respectively.
For further discussion on the Company's derivative financial instruments, see
Note 8 in the Notes to Condensed Consolidated Financial Statements.
The Company records any unrealized gains and losses on its derivative contracts
used in a trading capacity by marking-to-market the contracts on a daily basis.
The unrealized gain or loss is recorded on the Condensed Consolidated Statements
of Financial Condition with the related profit or loss reflected in "Principal
transactions" revenues. The Company accrues interest income and expense on
interest rate swap agreements used to change the interest rate characteristics
of the Company's fixed rate debt. The interest rate swap agreements had the
effect of reducing net interest expense on the Company's fixed rate debt by $7.0
million and $6.4 million for the six months ended June 30, 1998 and 1997,
respectively. The Company had no deferred gains or losses recorded at June
30, 1998 and December 31, 1997 related to terminated swap agreements.
The fair value of an exchange-traded derivative financial instrument is
determined by quoted market prices, while over-the-counter derivatives are
valued based upon pricing models which consider time value and volatility, as
well as other economic factors. The fair values of the Company's derivative
financial instruments held for trading purposes at June 30, 1998 were $192.6
million and $241.1 million for assets and liabilities, respectively, and are
reflected on the Condensed Consolidated Statements of Financial Condition. The
fair values of these instruments at December 31, 1997 were $182.4 million and
$178.2 million for assets and liabilities, respectively.
The Company's exposure to market risk relates to changes in interest rates,
equity prices, foreign currency exchange rates or the market values of the
assets underlying the financial instruments. The Company's exposure to credit
risk at any point is represented by the fair value or replacement cost on
contracts in which the Company has recorded an unrealized gain. At June 30, 1998
and December 31, 1997, the fair values amounted to $192.6 million and $182.4
million, respectively. The risks inherent in derivative financial instruments
are managed consistent with the Company's overall risk management policies. (See
Risk Management section below)
RISK MANAGEMENT
Risk is an inherent part of the Company's principal business activities.
Managing risk is critical to the Company's profitability and to reducing the
likelihood of earnings volatility. The Company's risk management policies and
procedures have been established to continually identify, monitor and manage
risk. The Company's principal risks are market, credit, liquidity, legal and
operating.
The Company seeks to manage risk and its impact on earnings volatility through
strategic planning and by focusing on the diversification of its business
activities. Through capital allocation, and the establishment of trading by
product and credit limits by counterparty, the Company manages the risk
associated with the various businesses. The Company may reallocate or deploy
capital to the business groups based upon changes in market conditions or
opportunities in the marketplace that are consistent with the Company's
long-term strategy.
The discussion of the Company's principal risks and the estimated amounts of the
Company's market risk exposure generated from the sensitivity analysis performed
by the Company are forward-looking statements assuming certain adverse
conditions occur. Actual results in the future may differ materially from these
projected results due to actual
18
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
events in the markets in which the Company operates and other factors. The
analysis methods used by the Company to assess and mitigate risks discussed
below should not be considered projections of future events or losses.
Market Risk
All financial instruments involve market risk. Market risk is the potential
change in value of the financial instrument caused by unfavorable changes in
interest rates, equity prices and foreign currency exchange rates. Market risk
is inherent to both derivative and non-derivative financial instruments.
The Company actively monitors its market risk profile through a variety of
control procedures including market risk modeling, review of trading positions
and hedging strategies, and monitoring adherence to established limits. Each
department's trading positions, exposures, profits and losses, and trading
strategies are reviewed by the senior management of each business group.
Independent of the trading departments is a risk management group. The Company's
risk management group reviews the Company's risk profile and adherence to
established trading limits, and aids in the development of risk management
policies. In addition the Company has in place committees and management
controls to review inventory positions, other asset accounts and asset agings on
a regular basis.
Trading position and exposure limits are established by the Asset/Liability
Management Committee, which meets regularly and is comprised of senior corporate
and business group managers.
The following is a discussion of the Company's primary market risk exposures at
June 30, 1998 and December 31, 1997 and how those exposures are managed:
Interest Rate Risk
In connection with the Company's dealer activities, the Company is exposed to
interest rate risk due to changes in the level or volatility of interest rates,
changes in the yield curve, mortgage prepayments and credit spreads. The Company
attempts to mitigate its exposure to interest rate risk by entering into hedging
transactions such as U.S. government and Eurodollar forward and future
contracts, options, and interest rate swap and cap agreements. The Company also
issues fixed rate instruments in connection with its non-trading activities,
which expose the Company to interest rate risk. The Company enters into interest
rate swap agreements which are designed to mitigate its exposure by effectively
converting its fixed rate liabilities into floating rate liabilities.
Equity Price Risk
In connection with the Company's dealer activities, the Company buys and sells
equity and equity derivative instruments. The Company is exposed to equity price
risk due to changes in the level or volatility of equity prices. The Company
attempts to mitigate its exposure to equity price risk by entering into hedging
transactions including equity option agreements.
Sensitivity Analysis
For purposes of the Securities and Exchange Commission disclosure requirements,
the Company has elected to use a sensitivity approach to express the potential
loss in future earnings of its financial instruments. In preparing the analysis,
the Company has combined both derivative and non-derivative financial
instruments held for trading purposes with those held for purposes other than
trading because the amounts were not material.
The sensitivity calculation employed to analyze interest rate risk on fixed
income financial instruments was based on a proprietary methodology which
converted substantially all the Company's interest rate sensitive financial
instruments at June 30, 1998 and December 31, 1997, into a uniform benchmark (a
ten year U.S. Treasury note equivalent), and evaluated the impact assuming a 10
basis point change to the ten-year U.S. Treasury note at June 30, 1998 and
December 31, 1997, respectively. The hypothetical 10 basis point change was
derived from a proprietary model which, uses a one-day interval and a 95%
confidence level, and was based on historical data over a one-year period. This
analysis does not consider other factors that may influence these results, such
as credit spread risk, prepayment risk on mortgage-backed securities or changes
in the shape of the yield curve. The sensitivity calculation employed to analyze
equity price risk on its equity financial instruments at June 30, 1998 and
December 31, 1997, was based on a 2% move in the Dow Jones Industrial Average at
June 30, 1998 and December 31, 1997, respectively, using a one-day interval and
a 95% confidence level, and was based on historical data over a one-year period.
Based upon the aforementioned methodologies, the Company's potential daily loss
in future earnings at June 30, 1998 was approximately $7.0 million and $2.0
million for interest rate risk and equity price risk, respectively, and the
Company's potential daily loss in future earnings at December 31, 1997 was
approximately $4 million and $0.5 million for interest rate risk and equity
price risk, respectively.
19
<PAGE> 21
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in a number of proceedings concerning matters arising in
connection with the conduct of its business. Certain actions in which
compensatory damages of $216 million or more appear to be sought, and in which
there have been material developments during the quarter, are described below.
The Company is also involved in numerous proceedings in which compensatory
damages of less than $216 million appear to be sought, or in which punitive or
exemplary damages, together with the apparent compensatory damages alleged,
appear to exceed $216 million. The Company has denied, or believes it has
legitimate defenses and will deny, liability in all significant cases pending
against it, and intends to defend actively each such case. The following
developments have occurred in the cases below, which were previously reported in
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
and the Quarterly Report on Form 10-Q for the period ended March 31, 1998.
NEWTON V. MERRILL LYNCH, ET AL. SECURITIES LITIGATION
On July 21, 1998, the Magistrate Judge granted plaintiffs' motion to amend the
complaint to add additional plaintiffs and extend the period covered by the
complaint through August 1996. Defendants are appealing to the District Judge
from the Magistrate Judge's ruling. The District Court has not yet ruled on the
issue of class certification.
ASKIN LITIGATION*
In connection with the related action in the United States Bankruptcy Court for
the Southern District of New York (ABF Capital Management, et al. v. Kidder,
Peabody & Co. Incorporated), the Bankruptcy Court has determined that the relief
sought in this action is simply an alternative equitable remedy to the relief
sought in the related District Court actions and has, in effect, stayed the case
pending resolution of the District Court cases.
IN RE NASDAQ MARKET MAKER ANTITRUST LITIGATIONS
On August 6, 1998, the United States Court of Appeals for the Second Circuit
affirmed the District Court's approval of the Stipulation and Order resolving
the civil complaint filed by the United States Department of Justice.
ITEM 5. OTHER INFORMATION
Pursuant to PWG's By-Laws, for business to be properly brought before the 1999
Annual Meeting of Stockholders of PWG, (other than stockholder proposals
submitted pursuant to SEC Rule 14a-8) stockholders must give notice thereof to
the office of the Secretary of Paine Webber Group Inc., 1285 Avenue of the
Americas, New York, New York 10019, no later than 90 days in advance of the date
of the meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed herewith:
Exhibit 12.1 - Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
Exhibit 12.2 - Computation of Ratio of Earnings to Fixed Charges
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K:
PWG filed a Current Report on Form 8-K dated July 15, 1998 with the
Securities and Exchange Commission reporting under "Item 5 - Other Events"
and "Item 7 - Exhibit" relating to the Company's press release which,
among other things, reported financial results for the three months and
six months periods ended June 30, 1998.
* This item relates to a matter involving Kidder, Peabody & Co. Incorporated
which was acquired by the Company in August 1997. In connection with the
acquisition, the seller and its parent General Electric Company agreed to
indemnify the Company for all losses relating to this matter.
20
<PAGE> 22
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Paine Webber Group Inc.
(Registrant)
Date: August 13, 1998 By: /s/ Regina Dolan
---------------- --------------------
Regina A. Dolan
Senior Vice President,
Chief Financial Officer
21
<PAGE> 1
EXHIBIT 12.1
PAINE WEBBER GROUP INC.
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
(In thousands of dollars)
<TABLE>
<CAPTION>
Six Months Years Ended December 31,
Ended June 30, --------------------------------------------------------------------------
1998 * 1997 * 1996 * 1995 1994 1993
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Income before taxes $ 394,072 $ 644,075 $ 558,999 $ 102,677 $ 44,385 $ 407,576
---------- ---------- ---------- ---------- ---------- ----------
Preferred stock dividends 17,717 44,186 43,712 36,260 1,710 5,828
---------- ---------- ---------- ---------- ---------- ----------
Fixed charges:
Interest 1,428,248 2,573,582 1,971,788 1,969,811 1,428,653 1,130,712
Interest factor in rents 29,628 53,665 54,537 59,491 51,102 50,133
---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges 1,457,876 2,627,247 2,026,325 2,029,302 1,479,755 1,180,845
---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges and preferred
stock dividends 1,475,593 2,671,433 2,070,037 2,065,562 1,481,465 1,186,673
---------- ---------- ---------- ---------- ---------- ----------
Income before taxes and fixed charges $1,851,948 $3,271,322 $2,585,324 $2,131,979 $1,524,140 $1,588,421
========== ========== ========== ========== ========== ==========
Ratio of earnings to fixed charges
and preferred stock dividends 1.3 1.2 1.2 1.0 1.0 1.3
========== ========== ========== ========== ========== ==========
</TABLE>
For purposes of computing the ratio of earnings to combined fixed charges and
preferred stock dividends (tax effected), "earnings" consist of income before
taxes and fixed charges. "Fixed charges" consist principally of interest expense
incurred on securities sold under agreements to repurchase, short-term
borrowings, long-term borrowings, preferred trust securities and that portion of
rental expense estimated to be representative of the interest factor.
* Income before taxes includes minority interest in wholly owned
subsidiary trusts.
<PAGE> 1
EXHIBIT 12.2
PAINE WEBBER GROUP INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands of dollars)
<TABLE>
<CAPTION>
Six Months Years Ended December 31,
Ended June 30, --------------------------------------------------------------------------
1998 * 1997 * 1996 * 1995 1994 1993
------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Income before taxes $ 394,072 $ 644,075 $ 558,999 $ 102,677 $ 44,385 $ 407,576
---------- ---------- ---------- ---------- ---------- ----------
Fixed charges:
Interest 1,428,248 2,573,582 1,971,788 1,969,811 1,428,653 1,130,712
Interest factor in rents 29,628 53,665 54,537 59,491 51,102 50,133
---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges 1,457,876 2,627,247 2,026,325 2,029,302 1,479,755 1,180,845
---------- ---------- ---------- ---------- ---------- ----------
Income before taxes and
fixed charges $1,851,948 $3,271,322 $2,585,324 $2,131,979 $1,524,140 $1,588,421
========== ========== ========== ========== ========== ==========
Ratio of earnings to fixed charges 1.3 1.2 1.3 1.1 1.0 1.3
========== ========== ========== ========== ========== ==========
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of income before taxes and fixed charges. "Fixed charges" consist
principally of interest expense incurred on securities sold under agreements to
repurchase, short-term borrowings, long-term borrowings, preferred trust
securities and that portion of rental expense estimated to be representative of
the interest factor.
* Income before taxes includes minority interest in wholly owned
subsidiary trusts.
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF PAINE WEBBER GROUP INC. FOR THE SIX MONTHS ENDED JUNE
30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 917,042
<RECEIVABLES> 8,025,627
<SECURITIES-RESALE> 23,419,771
<SECURITIES-BORROWED> 9,322,166
<INSTRUMENTS-OWNED> 20,091,401
<PP&E> 386,313
<TOTAL-ASSETS> 63,968,171
<SHORT-TERM> 2,135,818
<PAYABLES> 5,899,738
<REPOS-SOLD> 31,531,274
<SECURITIES-LOANED> 5,489,455
<INSTRUMENTS-SOLD> 8,662,388
<LONG-TERM> 3,817,395
582,991
0
<COMMON> 189,979
<OTHER-SE> 1,971,921
<TOTAL-LIABILITY-AND-EQUITY> 63,968,171
<TRADING-REVENUE> 521,109
<INTEREST-DIVIDENDS> 1,663,085
<COMMISSIONS> 810,218
<INVESTMENT-BANKING-REVENUES> 301,656
<FEE-REVENUE> 340,864
<INTEREST-EXPENSE> 1,428,248
<COMPENSATION> 1,332,663
<INCOME-PRETAX> 410,194
<INCOME-PRE-EXTRAORDINARY> 250,236
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 250,236
<EPS-PRIMARY> 1.71
<EPS-DILUTED> 1.59
</TABLE>
