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The Bear Stearns Companies Inc. - · PDF file 2010. 10. 4. · The Bear Stearns Companies Inc. and its subsidiaries (“Company”) files current, annual and quarterly reports, proxy

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  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    FORM 10-Q

    [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    For the quarterly period ended August 31, 2007

    or

    [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    For the transition period from ___________ to ___________

    Commission file number 1-8989

    The Bear Stearns Companies Inc. (Exact name of registrant as specified in its charter)

    Delaware 13-3286161 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization)

    383 Madison Avenue, New York, New York 10179 (Address of Principal Executive Offices) (Zip Code)

    (212) 272-2000 (Registrant’s telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer [X] Accelerated Filer [ ] Non- Accelerated Filer [ ]

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

    As of October 8, 2007, the latest practicable date, there were 115,461,065 shares of Common Stock, $1 par value, outstanding.

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    TABLE OF CONTENTS

    Page

    Available Information 3

    PART I. FINANCIAL INFORMATION

    Item 1. FINANCIAL STATEMENTS (UNAUDITED)

    Condensed Consolidated Statements of Income for the three months and nine months ended August 31, 2007 and August 31, 2006

    4

    Condensed Consolidated Statements of Financial Condition as of August 31, 2007 and November 30, 2006

    5

    Condensed Consolidated Statements of Cash Flows for the nine months ended August 31, 2007 and August 31, 2006

    6

    Notes to Condensed Consolidated Financial Statements 7

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 33

    Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    Introduction 34

    Certain Factors Affecting Results of Operations 34

    Forward-Looking Statements 35

    Executive Overview 35

    Results of Operations 37

    Liquidity and Capital Resources 44

    Off-Balance-Sheet Arrangements 54

    Derivative Financial Instruments 54

    Critical Accounting Policies 55

    Accounting and Reporting Developments 58

    Effects of Inflation 59

    Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 60

    Item 4. CONTROLS AND PROCEDURES 64

    PART II.

    OTHER INFORMATION

    Item 1. LEGAL PROCEEDINGS 65

    Item 1A. RISK FACTORS 67

    Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 68

    Item 6 EXHIBITS 69

    Signature 70

  • 3

    AVAILABLE INFORMATION The Bear Stearns Companies Inc. and its subsidiaries (“Company”) files current, annual and quarterly reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (“Exchange Act”), with the Securities and Exchange Commission (“SEC”). You may read and copy any document the Company files at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The Company’s SEC filings are also available to the public from the SEC’s internet site at http://www.sec.gov. Copies of these reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

    The Company’s public internet site is http://www.bearstearns.com. The Company makes available free of charge through its internet site, via a link to the SEC’s internet site at http://www.sec.gov, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed on behalf of directors and executive officers and any amendments to those reports filed or furnished pursuant to the Exchange Act, as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC.

    In addition, the Company currently makes available on http://www.bearstearns.com its most recent annual report on Form 10-K, its quarterly reports on Form 10-Q for the current fiscal year and its most recent proxy statement, although in some cases these documents are not available on that site as soon as they are available on the SEC’s internet site. Also posted on the Company’s website, and available in print upon request of any stockholder to the Investor Relations Department, are charters for the Company’s Audit Committee, Compensation Committee, Corporate Governance Committee, Nominating Committee and Qualified Legal Compliance Committee. Copies of the Corporate Governance Guidelines and the Code of Business Conduct and Ethics governing our directors, officers and employees are also posted on the Company’s website within the “Corporate Governance” section under the heading “About Bear Stearns.” You will need to have the Adobe Acrobat Reader software on your computer to view these documents, which are in the .PDF format.

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    PART I - FINANCIAL INFORMATION Item 1. Financial Statements

    THE BEAR STEARNS COMPANIES INC.

    Condensed Consolidated Statements of Income

    (Unaudited) Three Months Ended

    (Unaudited) Nine Months Ended

    (in thousands, except share and per share data)

    August 31, 2007

    August 31, 2006

    August 31, 2007

    August 31, 2006

    REVENUES Commissions $ 354,330 $ 280,033 $ 940,629 $ 871,355 Principal transactions 300,675 1,093,997 2,866,016 3,736,907 Investment banking 277,046 283,507 1,031,496 939,510 Interest and dividends 3,368,564 2,322,992 8,831,860 6,157,857 Asset management and other income 39,226 155,158 443,381 372,225

    Total revenues 4,339,841 4,135,687 14,113,382 12,077,854 Interest expense 3,009,092 2,006,552 7,788,885 5,264,074

    Revenues, net of interest expense 1,330,749 2,129,135 6,324,497 6,813,780

    NON-INTEREST EXPENSES Employee compensation and benefits 663,506 1,024,748 3,099,003 3,291,814 Floor brokerage, exchange and clearance fees 79,515 58,621 199,507 168,485 Communications and technology 150,833 126,938 421,591 349,141 Occupancy 69,456 52,976 190,071 143,025 Advertising and market development 49,408 38,243 135,237 108,009 Professional fees 91,018 78,110 252,181 197,451 Impairment of goodwill and specialist rights - - 227,457 - Other expenses 52,187 82,261 235,761 302,065

    Total non-interest expenses 1,155,923 1,461,897 4,760,808 4,559,990 Income before provision for income taxes 174,826 667,238 1,563,689 2,253,790 Provision for income taxes 3,528 229,682 476,926 762,745 Net income $ 171,298 $ 437,556 $ 1,086,763 $ 1,491,045 Preferred stock dividends 5,201 5,316 15,715 16,106 Net income applicable to common shares $ 166,097 $ 432,240 $ 1,071,048 $ 1,474,939 Basic earnings per share $ 1.30 $ 3.34 $ 8.35 $ 11.38 Diluted earnings per share $ 1.16 $ 3.02 $ 7.54 $ 10.28

    Weighted average common shares outstanding:

    Basic 128,949,234 132,086,016 131,286,671 132,539,603 Diluted 145,105,029 148,899,406 147,901,698 149,484,747

    Cash dividends declared per common share $ 0.32 $ 0.28 $ 0.96 $ 0.84

    See Notes to Condensed Consolidated Financial Statements.

  • 5

    THE BEAR STEARNS COMPANIES INC.

    Condensed Consolidated Statements of Financial Condition

    (Unaudited) (in thousands, except share data)

    August 31, 2007

    November 30, 2006

    ASSETS Cash and cash equivalents $ 18,142,649 $ 4,595,184 Cash and securities deposited with clearing organizations or

    segregated in compliance with federal regulations 13,459,786 8,803,684 Securities received as collateral 18,300,579 19,648,241 Collateralized agreements:

    Securities purchased under agreements to resell 32,144,172 38,838,279 Securities borrowed 80,038,957 80,523,355

    Receivables: Customers 34,369,392 29,481,799 Brokers, dealers and others 7,895,074 6,119,348 Interest and dividends 1,055,863 744,542

    Financial instruments owned, at fair value 126,869,828 109,200,487 Financial instruments owned and pledged as collateral, at fair value 15,004,024 15,967,964 Total financial instruments owned, at fair value 141,873,852 125,168,451

    Assets of variable interest entities and mortgage loan special purpose entities 41,045,163 30,303,275 Property, equipment and leasehold improvements, net of accumulated depreciation and amortization of $1,104,119 and $1,152,279 as of August

    31, 2007

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