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Rating Action:

MOODY'S CONFIRMS RATINGS OF CHASE MANHATTAN CORP (SENIOR AT Aa3) AND UPGRADES J.P. MORGAN & COMPANY INC., (SENIOR FROM A1 TO Aa3). A POSITIVE OUTLOOK IS ASSIGNED TO ALL RATINGS

18 Dec 2000
MOODY'S CONFIRMS RATINGS OF CHASE MANHATTAN CORP (SENIOR AT Aa3) AND UPGRADES J.P. MORGAN & COMPANY INC., (SENIOR FROM A1 TO Aa3). A POSITIVE OUTLOOK IS ASSIGNED TO ALL RATINGS

Approximately $27 Billion of Debt Securities Affected.

New York, December 18, 2000 -- Moody's Investors Service confirmed the ratings of Chase Manhattan Corporation (senior at Aa3) and its major subsidiaries (Chase Manhattan Bank's long-term deposits at Aa2). The rating agency upgraded J. P. Morgan and Co. Inc. (senior from A1 to Aa3) and its major subsidiaries (Morgan Guaranty Trust Company of New York's long-term deposits from Aa3 to Aa2) . The outlook for all ratings is positive. These actions conclude a review commenced on September 13, 2000.

On December 31, 2000, Chase Manhattan and J.P. Morgan are expected to merge to form a new holding company named J.P. Morgan Chase & Co. (JP Morgan Chase). Moody's said the merger would create a powerful financial institution, with complementary client bases and product strengths. This should position the firm to prosper in fast-growing wholesale markets. J.P. Morgan Chase will enjoy relationships with a wide array of clients in the United States, Europe and the rest of the world. The investment bank will offer a comprehensive platform of services including merger advisory, debt and equity underwriting, leveraged finance, as well as trading capabilities in cash and derivative markets around the globe.

The rating agency noted that J.P. Morgan Chase has strong and diversified earnings power. The National Consumer, Wealth Management and Global Services businesses help cushion creditors against the volatility of the investment banking and trading activities. Nonetheless, as synergies are realized, the merger should increase the proportion of earnings derived from market-sensitive sources at J.P. Morgan Chase. In the future, market sensitive earnings should grow more quickly than earnings from less cyclical business lines.

Moody's said the positive outlook for J.P. Morgan Chase is based on the strong competitive position afforded by the expanded wholesale platform, its roster of clients, and the firm's formidable capital base. J.P. Morgan Chase is strongly positioned to serve its clients and execute transactions as financial institutions consolidate and capital markets converge.

J.P. Morgan Chase also faces challenges integrating the platforms and professional capabilities of the two organizations. According to Moody's, Chase has a good track record of merging and integrating firms, yet the global scale and complexity of the two wholesale franchises present unique risks. Integration must be executed successfully to win market share against more established investment banks.

The following Chase ratings have been confirmed:

The Chase Manhattan Corporation -- the senior debt rating at Aa3; the subordinated debt rating at A1; the preferred stock rating at "aa3"; the rating on the preferred shelf at (P)"aa3"; and the issuer rating at Aa3.

The Chase Manhattan Bank -- the ratings of the bank for long-term deposits and other senior obligations at Aa2; the rating of the bank for subordinated obligations at Aa3; the issuer rating at Aa2; and the bank financial strength rating at B+.

Chase Preferred Capital Corp -- the preferred stock rating at "aa3".

Chase Trust Bank -- the long-term deposit rating at Aa3; the issuer rating at Aa3; and the bank financial strength rating at C+.

Chase Manhattan Bank, Paris Branch -- the long-term deposit rating of the branch at Aa2.

Chase Manhattan Bank, Sydney Branch -- the long-term deposit rating of the branch at Aa2.

Chase Manhattan Bank, S.A. -- the rating of the bank for long-term deposits at Aa3 and the bank financial strength rating at C.

Chase Manhattan Bank (USA) -- the ratings of the bank for long-term deposits and other senior obligations at Aa2; the rating of the bank for subordinated obligations at Aa3; the issuer rating at Aa2; and the bank financial strength rating at C+.

Chase Capital I -- the rating on preferred stock at "aa3".

Chase Capital II -- the rating on preferred stock at "aa3".

Chase Capital III -- the rating on preferred stock at "aa3".

Chase Capital IV -- the rating on preferred stock at "aa3".

Chase Capital V -- the rating on preferred stock at "aa3".

Chase Capital VI -- the rating on the preferred shelf at (P)"aa3".

Chase Capital VII -- the rating on preferred stock at "aa3".

Chase Capital VIII -- the rating on preferred stock at "aa3".

Chase Capital IX -- the rating on the preferred shelf at (P)"aa3".

Chase Bank of Texas, N.A. -- the rating of the bank for long-term deposits and other senior obligations at Aa2; the issuer rating at Aa2; and the bank financial strength rating at C+.

The following Chase short-term ratings were also confirmed:

The Chase Manhattan Corporation -- the Prime-1 rating for commercial paper.

The Chase Manhattan Bank -- the Prime-1 rating of the bank for short-term obligations.

Chase Manhattan Bank (USA) -- the Prime-1 rating of the bank for short-term obligations.

The Chase Manhattan Bank, Paris Branch -- the Prime-1 rating for short-term deposits.

Chase Manhattan Bank, S.A. -- the Prime-1 rating for short-term deposits.

Chase Trust Bank -- the Prime-1 rating for short-term deposits.

Chase Manhattan Bank of Canada -- the Prime-1 rating of the bank for commercial paper.

Chase Bank of Texas, N.A. -- the Prime-1 rating for short-term obligations.

The following J.P. Morgan ratings have been upgraded:

J.P. Morgan & Co. Incorporated -- senior debt to Aa3 from A1; subordinated debt to A1 from A2; preferred stock to "aa3" from "a1"; issuer rating to Aa3 from A1.

Morgan Guaranty Trust Company of New York -- bank deposit rating to Aa2 from Aa3; other senior obligations rating to Aa2 from Aa3; senior debt to Aa2 from Aa3; subordinated debt to Aa3 from A1; issuer rating to Aa2 from Aa3; and the bank financial strength rating to B+ from B.

Morgan Guaranty Trust Company of New York, Paris Branch -- bank deposit rating to Aa2 from Aa3.

J.P. Morgan Australia Ltd. -- senior debt to Aa2 from Aa3.

J.P. Morgan Index Funding Company, LLC -- preferred stock to "aa2" from "aa3".

JPM Capital Trust I -- preferred stock to "aa3" from "a1"

JPM Capital Trust II- - preferred stock to "aa3" from "a1"

JPM Capital Trust III -- preferred stock shelf to (P)"aa3" from (P)"a1"

JPM Capital Trust IV -- preferred stock shelf to (P)"aa3" from (P)"a1"

The following J.P. Morgan short-term ratings were confirmed:

J.P. Morgan & Co. Incorporated -- Prime-1 for its commercial paper.

Morgan Guaranty Trust Company of New York -- Prime-1 for its bank deposit rating; Prime-1 for other senior obligations; Prime-1 for its commercial paper.

Morgan Guaranty Trust Company of New York, Paris Branch -- Prime-1 for its bank deposit rating.

J.P. Morgan Australia Ltd. -- Prime-1 for its commercial paper.

When the merger is consumated on December 31, 2000, J.P. Morgan Chase & Co. is expected to have assets exceeding $700 billion and stockholders' equity exceeding $40 billion.

New York
Edward Young
Managing Director
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: (212) 553-0376
SUBSCRIBERS: (212) 553-1653

New York
Peter E. Nerby
Vice President - Senior Analyst
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: (212) 553-0376
SUBSCRIBERS: (212) 553-1653

No Related Data.
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MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

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