FOR IMMEDIATE RELEASE CONTACT: Elizabeth Ventura (212) 272-9251 Rebecca Haas (212) 272-8188 THE BEAR STEARNS COMPANIES INC. REPORTS SECOND FISCAL QUARTER RESULTS; DECLARES QUARTERLY COMMON AND PREFERRED CASH DIVIDENDS NEW YORK -June 20, 2001- The Bear Stearns Companies Inc. (NYSE:BSC) today reported net earnings per diluted share of $1.18 for the second quarter ended May 25, 2001, up 53.2% from $0.77 per share for the comparable quarter a year ago. The prior year results included a 63 cent per share litigation charge without which operating earnings were $1.40 per share. Net income was $169.5 million, up 43.2% from $118.4 million for the quarter ended May 26, 2000. Net revenues for the second quarter were $1.37 billion, up 3.6% from $1.32 billion for the prior year quarter ended May 26, 2000. The annualized after-tax return on common stockholders' equity for the quarter ended May 25, 2001 was 15.0%, and for the trailing 12-month period ended May 25, 2001 was 16.3%. James E. Cayne, president and chief executive officer, commented on the quarter, "The strength of our franchise is evident in times such as these where we are able to achieve solid results despite tumultuous market conditions. In the midst of weak operating environments for equities and investment banking, our fixed income division had a record quarter. Bear Stearns was the number one underwriter for mortgage-backed securities for fiscal 2001. "The firm continues to move forward with its overall strategy of growing profitable businesses. On April 24, 2001 we closed on the acquisition of the NYSE specialist that expanded our newly renamed joint venture Wagner Stott Bear. We also closed our $1.5 billion merchant banking fund. In our global clearing services business we continue to add a number of significant new accounts in both our prime broker and fully disclosed areas. 5 "Finally, our margin improvement program is beginning to show early promise in creating a more efficient organization. We have embarked on our second phase of the program, which includes implementing strategic sourcing initiatives and cost rationalizations. Much of the expense of these programs is recorded as one time costs in this quarter with corresponding savings to be achieved going forward." A BRIEF DISCUSSION OF THE FIRM'S BUSINESS SEGMENTS, COMPARED TO THE PRIOR YEAR QUARTER, FOLLOWS: CAPITAL MARKETS - --------------- Net revenues for the Capital Markets segment were a record $1.02 billion for the quarter ended May 25, 2001, up 23.5% from $825.4 million for the quarter ended May 26, 2000. o Institutional Equities net revenues were $348.4 million for the second quarter of 2001, down 17.3% versus $421.3 million for the second quarter of last year. Increases in the average daily trading volume on both the NYSE and the NASDAQ year over year helped to drive institutional commission revenues, which ended the quarter higher as compared to the same quarter in the prior year. However, generally weaker market conditions resulted in reduced revenues from market making activities as well as declines in equity derivatives businesses. o Fixed Income net revenues were up 181.0% to $514.3 million for the quarter ended May 25, 2001, from $183.0 million for the quarter ended May 26, 2000. Record fixed income principal transactions revenues were reported for the current quarter, driven by superior results from our mortgage-backed securities areas as well as strong results from corporate bond, high yield, asset-backed, credit derivative and government bond trading. The three interest rate reductions during the quarter by the Federal Reserve contributed to the improved fixed income trading environment in stark contrast to the rising rate environment of the prior year period. For the three and six months ended May 2001, Bear Stearns ranked as the leading underwriter of mortgage-backed securities. 6 o Investment Banking net revenues were $156.3 million for the quarter ended May 25, 2001, down 29.3% from $221.1 million for the quarter ended May 26, 2000. The decline reflects the continued weakness in the equity underwriting environment, partly offset by improvements in corporate debt and municipal underwriting activity as the declining interest rate environment coupled with narrowing credit spreads has led to a more favorable debt issuance market. The weakness in the equities market environment also contributed to reduced mergers and acquisitions activity industry-wide, resulting in decreased fee income as compared to the prior year period. GLOBAL CLEARING SERVICES - ------------------------ Net revenue for Global Clearing Services were $207.4 million for the quarter ended May 25, 2001, down 27.8% from $287.1 million for the quarter ended May 26, 2000. Reduced customer margin debt balances versus the prior year period, driven by weakened equity market conditions, contributed to a decrease in net interest revenues for the quarter ended May 25, 2001. Average customer margin debt balances were $37.8 billion during the quarter ended May 25, 2001 versus $59.7 billion in the prior year quarter ended May 26, 2000. However, margin balances ended the quarter at $42.2 billion reflecting improving market conditions. WEALTH MANAGEMENT - ----------------- Wealth Management net revenues for the quarter ended May 25, 2001 were $133.9 million, down 13.5% from $154.9 million for the quarter ended May 26, 2000. The reduction is attributable to a decline in revenues from our Private Client Services area, partially offset by a significant increase in Asset Management revenues as compared to the prior year period. A weak retail environment driven by economic uncertainty and volatile markets during the first two months of the quarter led to the decline in revenues from our Private Client Services area. However, this decline was largely offset by a strong performance from our Asset Management business, reflecting an improvement in performance-based fees as well 7 as an increase in management fees on the firm's mutual fund and alternative investment products. As of May 25, 2001, assets under management stood at $22.4 billion, up 53.9% from last year. Alternative investment products under management grew 97.9% to $5.0 billion as of May 25, 2001. EXPENSES - -------- o Compensation as a percentage of net revenues was 54.3% versus 53.3% for the quarters ended May 25, 2001 and May 26, 2000, respectively. Compensation as a percentage of net revenues was adversely impacted during the quarter by the decline in net interest profit and continued weakness in investment banking revenues. o Non-compensation expenses were $359.0 million for the quarter ended May 25, 2001, a decrease of 20.4% from $451.0 million for the comparable prior year quarter ended May 26, 2000. However, excluding the litigation charge that is included in the May 2000 quarter, expenses were up 19.3% due to non-recurring costs for severance and accelerated amortization costs associated with our pending relocation aggregating $31 million, as well as an increase in the CAP Plan expense. o Pre-tax, pre CAP Plan profit margin was 22.5% in the current quarter as compared to 13.7% in the prior year period or 25.0% without the litigation charge. As of May 25, 2001 total capital, including stockholders' equity and long-term borrowings, was $27.6 billion. Book value as of May 25, 2001 was $32.57 per share, based on 156,485,942 shares outstanding. QUARTERLY CASH DIVIDENDS DECLARED - --------------------------------- The Board of Directors of The Bear Stearns Companies Inc. declared a regular quarterly cash dividend of 15 cents per share on the outstanding shares of common stock, payable July 31, 2001 to stockholders of record on July 17, 2001. The board also declared a quarterly cash dividend of 68.75 cents per share on the outstanding shares of Adjustable Rate Cumulative Preferred Stock, Series A, payable July 15, 2001 to stockholders of record on June 29, 2001. In addition, other regular dividends declared by the Board of Directors include: (i) a cash 8 dividend of $3.075 per share on the outstanding shares of 6.15% Cumulative Preferred Stock, Series E (which is equivalent to 76.875 cents per related depositary share); (ii) a cash dividend of $2.86 per share on the outstanding shares of 5.72% Cumulative Preferred Stock, Series F (which is equivalent to 71.50 cents per related depositary share); and (iii) a cash dividend of $2.745 per share on the outstanding shares of 5.49% Cumulative Preferred Stock, Series G (which is equivalent to 68.625 cents per related depositary share) all payable July 15, 2001 to stockholders of record on June 29, 2001. Founded in 1923, The Bear Stearns Companies Inc. is the parent company of Bear, Stearns & Co. Inc., a leading worldwide investment banking and securities trading and brokerage firm serving corporations, governments, institutions and individuals worldwide. With approximately $27.6 billion in total capital, the company's business includes corporate finance and mergers and acquisitions, public finance, institutional equities and fixed income sales and trading, private client services, foreign exchange and futures sales and trading, equity and fixed income research, derivatives, asset management and custody services. Through Bear, Stearns Securities Corp., it offers prime broker and broker dealer services, including securities lending. Headquartered in New York City, the company had approximately 11,000 employees as of May 25, 2001, located in domestic offices in Atlanta, Boston, Chicago, Dallas, Denver, Los Angeles, San Francisco and San Juan; and an international presence in Beijing, Buenos Aires, Dublin, Hong Kong, London, Lugano, Sao Paulo, Seoul, Shanghai, Singapore and Tokyo. For additional information about Bear Stearns, please visit our Web site at http://www.bearstearns.com. Certain statements contained in this discussion are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those discussed in the forward-looking statements. For a discussion of the risks and uncertainties that may affect the company's future results, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Management" 9 in the Company's 2000 Annual Report to Stockholders and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" in the company's Quarterly Reports on Form 10-Q, which have been filed with the Securities and Exchange Commission. A conference call to discuss the company's results will be held at 10:00 a.m., E.S.T. The call will be open to the public. Those wishing to listen to the conference call should dial 1-888-792-1079 (or 1-703-871-3092 for international callers) at least 10 minutes prior to the commencement of the call to ensure connection. The conference call will also be accessible through our Web site at http://www.bearstearns.com. For those unable to listen to the live broadcast of the call, a replay will be available on our Web site or by dialing 1-888-266-2081 (or 1-703-925-2533 for international callers) approximately one hour after the completion of the conference call. The passcode for the replay is 5306662. If you have any questions on how to obtain access to the conference call, please contact Rebecca Haas at 1-212-272-8188 or via email at rhaas@bear.com. *** Financial Tables Attached 10 THE BEAR STEARNS COMPANIES INC. ------------------------------- SEGMENT DATA ------------ (UNAUDITED) ----------- Percentage Three Months Ended Percentage Change From Six Months Ended Change -------------------------------------- ---------------------- -------------------- ---------- NET REVENUES May 25, May 26, February 23, May 26, February 23, May 25, May 26, 2001 2000 2001 2000 2001 2001 2000 ------- ------- ------------ ------- ------------ ------- ------- (In thousands) (In thousands) Capital Markets Institutional Equities $ 348,350 $ 421,271 $ 341,171 (17%) 2% $ 689,521 $ 797,414 (14%) Fixed Income 514,286 183,014 340,389 181% 51% 854,675 518,297 65% Investment Banking 156,349 221,078 119,975 (29%) 30% 276,324 515,961 (46%) ----------- ----------- ----------- ----------- ----------- Total Capital Markets 1,018,985 825,363 801,535 23% 27% 1,820,520 1,831,672 (1%) Global Clearing Services 207,383 287,068 223,900 (28%) (7%) 431,283 555,042 (22%) Wealth Management 133,917 154,851 144,588 (14%) (7%) 278,505 364,655 (24%) Other (a) 8,373 54,024 43,764 (85%) (81%) 52,137 76,003 (31%) ----------- ----------- ----------- ----------- ----------- Total Net Revenues $ 1,368,658 $ 1,321,306 $ 1,213,787 4% 13% $ 2,582,445 $ 2,827,372 (9%) =========== =========== =========== =========== =========== PRE-TAX INCOME Capital Markets $ 276,392 $ 222,398 $ 188,281 24% 47% $ 464,673 $ 541,854 (14%) Global Clearing Services 65,859 136,511 79,133 (52%) (17%) 144,992 255,721 (43%) Wealth Management 4,209 10,827 16,204 (61%) (74%) 20,413 76,190 (73%) Other (a) (79,631) (203,917) (30,654) 61% (160%) (110,285) (254,143) 57% ----------- ----------- ----------- ----------- ----------- Total Pre-Tax Income $ 266,829 $ 165,819 $ 252,964 61% 5% $ 519,793 $ 619,622 (16%) =========== =========== =========== =========== =========== (a) Other is comprised of consolidation/elimination entries, unallocated revenues (predominantly interest) and certain corporate administrative functions, including the accrual related to the litigation charge for the three months and six months ended May 2000 and costs related to the Capital Accumulation Plan for Senior Managing Directors. Note: Certain reclassifications have been made to prior period amounts to conform to the current period's presentation. 11 THE BEAR STEARNS COMPANIES INC. ------------------------------- CONSOLIDATED STATEMENTS OF INCOME --------------------------------- (UNAUDITED) ----------- THREE MONTHS ENDED SIX MONTHS ENDED ---------------------- ----------------------- MAY 25, MAY 26, MAY 25, MAY 26, 2001 2000 2001 2000 ------- ------- ------- ------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Revenues Commissions $ 290,767 $ 321,690 $ 573,168 $ 632,101 Principal transactions 722,569 504,286 1,312,140 1,145,427 Investment banking 181,389 235,829 319,713 544,048 Interest and dividends 1,215,744 1,414,878 2,302,343 2,784,637 Other income 38,913 17,351 78,194 69,396 ------------- ------------- ------------- ------------- Total Revenues 2,449,382 2,494,034 4,585,558 5,175,609 Interest expense 1,080,724 1,172,728 2,003,113 2,348,237 ------------- ------------- ------------- ------------- Revenues, net of interest expense 1,368,658 1,321,306 2,582,445 2,827,372 ------------- ------------- ------------- ------------- Non-interest expenses Employee compensation and benefits 742,834 704,528 1,385,093 1,423,183 Floor brokerage, exchange and clearance fees 41,092 41,236 76,665 79,670 Communications and technology 113,504 106,362 228,538 222,403 Occupancy 37,294 34,666 68,551 66,773 Advertising and market development 33,705 31,874 67,537 59,248 Other expenses 133,400 236,821 236,268 356,473 ------------- ------------- ------------- ------------- Total non-interest expenses 1,101,829 1,155,487 2,062,652 2,207,750 ------------- ------------- ------------- ------------- Income before provision for income taxes and cumulative effect of change in accounting principle 266,829 165,819 519,793 619,622 Provision for income taxes 97,336 47,442 184,346 223,064 ------------- ------------- ------------- ------------- Income before cumulative effect of change in accounting principle 169,493 118,377 335,447 396,558 Cumulative effect of change in accounting principle, net of tax -- -- (6,273) -- ------------- ------------- ------------- ------------- Net income $ 169,493 $ 118,377 $ 329,174 $ 396,558 ============= ============= ============= ============= Net income applicable to common shares $ 159,715 $ 108,599 $ 309,618 $ 377,002 ============= ============= ============= ============= Adjusted net income used for diluted earnings per share (1) $ 183,046 $ 117,084 $ 350,590 $ 414,363 ============= ============= ============= ============= Basic earnings per share $ 1.23 $ 0.77 $ 2.34 (2) $ 2.67 ============= ============= ============= ============= Diluted earnings per share $ 1.18 $ 0.77 $ 2.24 (2) $ 2.67 ============= ============= ============= ============= Weighted average number of common shares outstanding: Basic 145,455,590 152,446,615 147,164,834 155,042,809 ============= ============= ============= ============= Diluted 154,825,604 152,624,273 156,749,394 155,152,977 ============= ============= ============= ============= Cash dividends declared per common share $ 0.15 $ 0.10 (3) $ 0.30 $ 0.25 ============= ============= ============= ============= (1) Represents net income reduced for preferred stock dividends and increased for costs related to the Capital Accumulation Plan (the "Plan"). For earnings per share, the costs related to the Plan are added back as the shares related to such Plan are included in weighted average shares outstanding. (2) Amount reflects earnings per share after change in accounting principle. Basic earnings per share and diluted earnings per share before the change in accounting principle were $2.38 and $2.28, respectively. (3) This cash dividend relates to the two month period ended February 25, 2000 and was declared to coincide with the company's new quarterly periods resulting from the company's change in fiscal year-end. Note: Certain reclassifications have been made to prior period amounts to conform to the current period's presentation. 12 THE BEAR STEARNS COMPANIES INC. ------------------------------- CONSOLIDATED STATEMENTS OF INCOME --------------------------------- (UNAUDITED) ----------- THREE MONTHS ENDED -------------------------------------- MAY 25, 2001 FEBRUARY 23, 2001 ------------ ----------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Revenues Commissions $ 290,767 $ 282,401 Principal transactions 722,569 589,571 Investment banking 181,389 138,324 Interest and dividends 1,215,744 1,086,599 Other income 38,913 39,281 ------------ ------------ Total Revenues 2,449,382 2,136,176 Interest expense 1,080,724 922,389 ------------ ------------ Revenues, net of interest expense 1,368,658 1,213,787 ------------ ------------ Non-interest expenses Employee compensation and benefits $ 742,834 $ 642,259 Floor brokerage, exchange and clearance fees 41,092 35,573 Communications and technology 113,504 115,034 Occupancy 37,294 31,257 Advertising and market development 33,705 33,832 Other expenses 133,400 102,868 ------------ ------------ Total non-interest expenses 1,101,829 960,823 ------------ ------------ Income before provision for income taxes and cumulative effect of change in accounting principle 266,829 252,964 Provision for income taxes 97,336 87,010 ------------ ------------ Income before cumulative effect of change in accounting principle 169,493 165,954 Cumulative effect of change in accounting principle, net of tax - (6,273) ------------ ------------ Net income $ 169,493 $ 159,681 ============ ============ Net income applicable to common shares $ 159,715 $ 149,903 ============ ============ Adjusted net income used for diluted earnings per share (1) $ 183,046 $ 167,544 ============ ============ Basic earnings per share 1.23 1.11 (2) ============ ============ Diluted earnings per share $ 1.18 $ 1.06 (2) ============ ============ Weighted average number of common shares outstanding: Basic 145,455,590 149,080,028 ============ ============ Diluted 154,825,604 158,617,123 ============ ============ Cash dividends declared per common share $ 0.15 $ 0.15 ============ ============ (1) Represents net income reduced for preferred stock dividends and increased for costs related to the Plan. For earnings per share, the costs related to the Plan are added back as the shares related to such Plan are included in weighted average shares outstanding. (2) Amount reflects earnings per share after change in accounting principle. Basic earnings per share and diluted earnings per share before the change in accounting principle were $1.15 and $1.10, respectively. Note: Certain reclassifications have been made to prior period amounts to conform to the current period's presentation. 13 THE BEAR STEARNS COMPANIES INC. ------------------------------- SELECTED FINANCIAL INFORMATION ------------------------------ (UNAUDITED) ----------- (In thousands, except per share amounts and other data) ------------------------------------------------------- QUARTERS ENDED QUARTERS ENDED ------------------------------- ------------------------------ MAY 25, FEBRUARY 23, NOVEMBER 30, AUGUST 25, 2001 2001 2000 2000 ------------ ------------ ------------ ------------ INCOME STATEMENT Revenues, net of interest expense $ 1,368,658 $ 1,213,787 $ 1,376,828 $ 1,271,478 Net income $ 169,493 $ 159,681 $ 195,189 $ 181,436 Net income applicable to common shares $ 159,715 $ 149,903 $ 185,411 $ 171,658 Adjusted net income used for diluted earnings per share $ 183,046 $ 167,544 $ 201,625 $ 197,567 Earnings per common share: Basic $ 1.23 $ 1.11(1) $ 1.37 $ 1.33 Diluted $ 1.18 $ 1.06(1) $ 1.36 $ 1.32 FINANCIAL RATIOS Return on average common equity (annualized) 15.0% 13.6% 18.8% 18.8% Adjusted pre-tax profit margin (2) 22.5% 23.4% 22.6% 24.8% Pre-tax profit margin (3) 19.5% 20.8% 20.5% 21.2% After-tax profit margin (4) 12.4% 13.2% 14.2% 14.3% Compensation & benefits/Revenues, net of interest expense 54.3% 52.9% 52.8% 52.2% BALANCE SHEET Stockholders' equity, at period end $ 5,534,723 $ 5,621,405 $ 5,654,288 $ 4,911,600 Total stockholders' equity and trust issued preferred securities, at period end $ 6,297,223 $ 6,121,405 $ 6,154,288 $ 5,411,600 Total capital, at period end $ 27,566,286 $ 25,768,270 $ 26,250,176 $ 24,768,473 Book value per common share, at period end $ 32.57 $ 31.94 $ 31.51 29.58 OTHER DATA (IN MILLIONS, EXCEPT SHARE AND EMPLOYEE DATA) Margin debit balances, at period end $ 42,200 $ 37,600 $ 41,900 $ 56,000 Margin debit balances, average for period $ 37,800 $ 42,000 $ 52,900 $ 56,400 Customer short balances, at period end $ 61,400 $ 53,800 $ 57,200 $ 60,000 Customer short balances, average for period $ 50,600 $ 55,000 $ 59,900 $ 59,800 Stock borrowed, at period end $ 45,900 $ 41,400 $ 49,300 $ 48,800 Stock borrowed, average for period $ 45,400 $ 49,300 $ 51,800 $ 50,700 Free credit balances, at period end $ 15,900 $ 17,300 $ 16,500 $ 13,000 Free credit balances, average for period $ 17,900 $ 18,300 $ 15,100 $ 14,800 Assets under management, at period end $ 22,400 $ 21,500 $ 19,500 $ 16,600 Employees, at period end 10,855 11,298 11,201 10,807 Common shares and common share equivalents outstanding, at period end 156,485,942 159,125,959 158,039,960 159,098,866 Weighted average number of common shares outstanding: Basic 145,455,590 149,080,028 147,585,214 148,816,237 Diluted 154,825,604 158,617,123 148,697,431 149,242,192 QUARTERS ENDED ------------------------------- MAY 26, FEBRUARY 25, 2000 2000 ------------ ------------ INCOME STATEMENT Revenues, net of interest expense $ 1,321,306 $ 1,506,066 Net income $ 118,377 $ 278,181 Net income applicable to common shares $ 108,599 $ 268,403 Adjusted net income used for diluted earnings per share $ 117,084 $ 297,278 Earnings per common share: Basic $ 0.77 $ 1.89 Diluted $ 0.77 $ 1.89 FINANCIAL RATIOS Return on average common equity (annualized) 11.0% 27.9% Adjusted pre-tax profit margin (2) 13.7% 33.5% Pre-tax profit margin (3) 12.5% 30.1% After-tax profit margin (4) 9.0% 18.5% Compensation & benefits/Revenues, net of 53.3% 47.7% interest expense BALANCE SHEET Stockholders' equity, at period end $ 4,865,282 $ 4,937,291 Total stockholders' equity and trust issued preferred securities, at period end $ 5,365,282 $ 5,437,291 Total capital, at period end $ 24,614,465 $ 23,185,770 Book value per common share, at period end $ 28.74 $ 28.21 OTHER DATA (IN MILLIONS, EXCEPT SHARE AND EMPLOYEE DATA) Margin debit balances, at period end $ 52,100 $ 61,500 Margin debit balances, average for period $ 59,700 $ 56,600 Customer short balances, at period end $ 58,800 $ 66,900 Customer short balances, average for period $ 61,800 $ 64,700 Stock borrowed, at period end $ 47,400 $ 56,100 Stock borrowed, average for period $ 53,000 $ 53,300 Free credit balances, at period end $ 14,000 $ 13,500 Free credit balances, average for period $ 15,000 $ 15,300 Assets under management, at period end $ 14,600 $ 13,700 Employees, at period end 10,373 10,210 Common shares and common share equivalents outstanding, at period end 160,568,727 162,607,443 Weighted average number of common shares outstanding: Basic 152,446,615 157,641,253 Diluted 152,624,273 157,685,693 (1) After change in accounting principle. (2) Represents the ratio of income before both CAP Plan costs and provision for income taxes to revenues, net of interest expense. (3) Represents the ratio of income before provision for income taxes to revenues, net of interest expense. (4) Represents the ratio of net income to revenues, net of interest expense. 14