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IN THIS ISSUE Negotiable Certificates of D eposit............................ 3 Joint Venture Activity, 1960-1968 ..................... 16 FEDERAL RESERVE BANK OF CLEVELAND Additional copies of the ECONOMIC REVIEW may be obtained from the Research Department, Federal Reserve Bank of Cleveland, P. O. Box 6387, Cleve land, Ohio 44101. Permission is granted to reproduce any material in this publication providing credit is given. JULY 1969 NEGOTIABLE CERTIFICATES OF DEPOSIT Negotiable certificates of deposit (CDs) The introduction of negotiable CDs reflected an emerged as a major money market instrument attempt by some banks to overcome the deteriora during the tion of their competitive position vis a vis nonbank 1960's. CDs are not really a new instrument, since many banks had issued certifi financial institutions and the steady reduction in cates as early as 1900 to attract consumer and the proportion of total deposits accounted for by business savings deposits. Before 1960, however, large banks. This problem was especially acute for certificates of deposit were rarely issued in nego banks located in major metropolitan areas, such as tiable form, and those that were negotiable gener New York ally could not be traded. Therefore, the emergence demand deposits at New York banks, for example, City and Chicago. The volume of of a secondary market for CDs was an innovation remained virtually unchanged during the 1950's. that contributed importantly to the growth of CDs Throughout the post-World War II period, corpor in the 1960's. This article examines major develop ate treasurers adapted their cash management by ments in both the primary and secondary market placing increasing amounts of cash assets into for CDs, as well as their relationship to monetary short-term, highly liquid investments. The slow policy. The analysis is confined to the 1960-1968 but steady rise during the 1950's in short-term period, with only a brief discussion of the decline market rates of interest served as an incentive for in the outstanding volume of CDs thus far in 1969. corporate treasurers to keep demand deposits at a In essence, a negotiable time certificate of minimum and instead to invest temporary funds at deposit is a receipt issued by a bank in exchange higher rates of interest. Thus, the rise in short-term for the deposit of funds. The bank agrees to pay market rates contributed appreciably to the rela the amount deposited, plus interest, to the bearer tive decline in corporate demand deposits held at of the "money market banks." receipt on the date specified on the certificate. Because the certificate is negotiable, it Nevertheless, these same money market banks could be traded in the secondary market before were called upon to provide a larger share of total maturity. bank loans in the post-World War II period. This 3 ECONOMIC REVIEW situation reflects, in part, the increased size of the CDs to smaller firms or institutions. Although loans required by large business firms that were negotiable CDs have been issued for amounts growing internally, as well as through mergers. ranging from $25 thousand to $10 million or Because the maximum size of a loan that a bank more, in general, denominations in amounts may make to a single customer is limited by law greater than $1 million are unusual. The develop and is determined by the size of the bank's capital ment of the secondary market for CDs has led to and surplus account, many businesses in need of some standardization of sizes, and as a result, most large loans can be accommodated only at larger CDs are issued in amounts of $100 thousand, $500 banks. thousand, or $1 million. In addition to the absence of a secondary In contrast to Treasury bills, commercial paper, market for CDs, the failure of banks to issue CDs and bankers' acceptances, all of which are sold on on a large scale before 1960 also reflected the a discount basis, CDs are issued and traded on a common to time bond-yield equivalent. In the discount method of deposits would, in effect, reduce demand deposits, measuring the return on an investment, the return and thereby increase bank costs (in the form of is calculated for a 360-day year. For coupon belief that funds attracted interest payments) without increasing total depos issues, such as Treasury bonds, the return its. figured Nevertheless, larger banks, caught in the on is a 365-day year. Thus, when two dilemma of increasing demands for credit and little different issues with the same maturity are to be prospect for increased deposits, chose to issue CDs compared, and the rate for one is expressed on a in the hope that they would be able to retain some discount basis, while the rate on the other is of the corporate funds that otherwise might have expressed on a bond-yield equivalent basis, the been invested in money market instruments, such former rate must be adjusted upward. For ex as Treasury bills or commercial paper. ample, a three-month Treasury bill yielding 3.00 In retrospect, it appears that the bankers' fears percent is the equivalent of a coupon issue yielding about funds being drained away from demand 3.06 percent; the same bill discounted at 6.00 deposits were largely unfounded. Time deposits at percent has a bond-yield equivalent of 6.18 per large Chicago and New York City banks increased cent. nearly fivefold during 1961-1968; at the same time, demand deposits remained virtually un changed in dollar volume during this period. DEVELOPMENT OF THE SECONDARY M ARKET Denominations and Offering Rates. There are In February 1961, when a leading commercial no legal limitations per se on the size in which bank in New York City announced it would issue negotiable CDs can be issued. The denomination negotiable CDs on a large scale, the dollar volume primarily depends on the needs of the original of outstanding CDs amounted to considerably less buyer and the size of the issuing bank. Large than $1 billion. Shortly after negotiable CDs began metropolitan banks dealing with large corporations to be issued in substantial can and do sell CDs in larger denominations, while Government securities dealer decided to trade in smaller banks can place their CDs only in smaller outstanding CDs. Thus, the secondary market for denominations and usually concentrate on offering CDs was instituted. A t yearend 1968, outstanding 4 FRASER Digitized for amounts, a U. S. JULY 1969 CDs with denominations of $100,000 and over issue, on balance, changed only slightly between amounted to nearly $23 billion. The growth in the 1961 and 1968, with two exceptions. The share of dollar volume of CDs during the 1960's clearly CDs accounted for by the Dallas District declined demonstrates the success individual banks had in to about half of its 1961 level, while the Chicago attracting District's share of CDs increased from 11.8 percent funds to supplement bank reserves. Moreover, CDs emerged from a relatively insignifi in 1961 to 14.0 percent in 1968. cant position—in terms of volume—in the money CERTIFICATES OF DEPOSIT AND BANK SIZE market to a position second only to that of Nearly two-thirds of the CDs outstanding at Treasury bills (of which $75 billion were outstand yearend 1968 were issued by banks with total ing at yearend 1968). geographical deposits of $1 billion or more1 (see Table I). In origin of negotiable CDs also changed during the contrast, banks with total deposits of less than 1960's. At the end of 1960, more than one-half of $200 million accounted for only 4.8 percent of the volume of outstanding CDs had originated in the outstanding large CDs. As mentioned earlier, Geographical Distribution. The banks located in the West or Southwest. In fact, large banks have an advantage in selling large the denomination CDs because these banks are located Eleventh Federal Reserve District (Dallas) accounted for nearly one-third of the original in leading financial centers and have on deposit issues of CDs, while the Second working balances of many of the major corpora Federal Reserve District (New York) accounted tions that buy large CDs. Nevertheless, banks with outstanding for slightly less than 15 percent. After the intro less than $1 billion in deposits have experienced a duction of negotiable CDs and the development of slight increase in their share of large CDs (see the secondary market, the distribution of CDs Table I). changed heavily in favor of the East Coast. By On the demand side, business corporations yearend 1961, the proportion of outstanding CDs account for the bulk of CD purchases in the issued by banks in the Second Federal Reserve primary (or when-issued) Reserve System survey, businesses were market. Based on a District had increased to more than one-third of Federal the total (see Chart 1). The Second District's share the original buyers of 69 percent of the large CDs of CDs continued to rise, reaching a peak in 1965, outstanding when nearly one-half of all outstanding CDs had survey revealed that this figure had increased to been issued by banks in that District. Until that 80.1 percent as of January 31, 1967.2 State and at yearend 1962. A more recent time, the increase in the New York District's share local governments, foreign governments and cen of CDs offset a relative decline in issues in the tral banks, and individuals accounted for the Dallas and San Francisco Districts. After 1965, remaining CD purchases at issue. these trends reversed, with New York's relative i share declining and that of the San Francisco A special survey by the Federal Reserve System of 410 member banks found that at yearend 1961 nearly 50 District increasing. On the other hand, the share of percent of the negotiable CDs of all denominations had negotiable CDs accounted for by banks in the been issued by banks with deposits of over $1 billion. See Dallas District remained fairly constant after 1965. Federal Reserve Bulletin, April 1963, p. 460. Thus, the distribution of CDs according to place of o Federal Reserve Bulletin, April 1967, p. 519. 5 ECONOMIC REVIEW C h a r t 1. D IS TR IB U TIO N of O U T S TA N D IN G NEGOTIABLE CERTIFICATES of DEPOSIT By Federal Reserve District Billions of dollars D ata f o r La st entry : 1961 a n d 1 96 2 include al l d e n o m in a ti o n s . 1968 S o u r ce s o f d a t a : F e d e r a l R es e r v e Bulletin an d B o a r d of Governors M A TU R ITIE S AND PRIM ARY RATES o f the Federal Reserve System than three months was only 1 percent (see Table Regulation Q, which sets the ceiling rate that II). Beginning in 1962, however, rates on other banks can pay on new issues of CDs, has an three- to six-month money market instruments, important bearing on both the actual rates paid such as Treasury bills and commercial paper, and the maturity distribution of outstanding CDs. generally rose above the 2.5 percent ceiling on new In the early 1960's, it was extremely difficult to issues of CDs. Thus, CDs with original maturities issue CDs with maturities of less than six months of less than six months were relatively unattractive because of the structure of Regulation Q ceilings. as a short-term investment, and banks were forced For example, until mid-1963, the maximum per to issue most CDs with longer maturities. The missible rate for CDs with maturities of three to permissible rates payable on such issues were six months was 2.5 percent; until November 1964, higher and more in line with yields on alternative the maximum rate payable for maturities of less money market instruments. 6 TABLE I Outstanding Negotiable Certificates of Deposit In Denominations of $100,000 and Over By Deposit Size of Bank Selected Dates Deposit Size of Bank (Mil. of $) $200 to $500 Under $200 Date Amount Outstanding Percent of Total $ 4.0% 4.0 4.2 4.8 486 628 855 1,131 Percent of Total $1,634 1,691 2,252 2,957 Percent of Total Amount Outstanding 13.4% 10.8 11.1 12.6 Over $1,000 Amount Outstanding Percent of Total Average Maturity of Outstanding Certificates of Deposit (mil. of $) (mil. of $) (mil. of $) (mil. of $) August 19, 1964 December 28, 1966 December 27, 1967 December 25, 1968 Amount Outstanding $500 to $1,000 16.6% 15.4 15.7 17.9 $2,026 2,404 3,195 4,204 $ 8,084 10,911 14,026 15,207 66.0% 69.8 69.0 64.7 3.8 3.0 2.9 3.1 months months months months Source: Board of Governors of the Federal Reserve System TABLE II Maximum Interest Rates Payable Under Regulation Q On Certain Time Deposits Effective Date Maturity 1 year and over 6 to 12 months 90 days to 6 months Less than 90 days Denominations of $100,000 and over 180 days and over 90 to 179 days 60 to 89 days Less than 60 days Denominations of less than $100,000 January 1, 1957 January 1, 1962 July 17, 1963 November 24, 1964 December 6, 1965 3.0% 3.0 2.5 1.0 4.0% 3.5 2.5 1.0 4.0% 4.0 4.0 1.0 4.5% 4.5 4.5 4.0 5.5% 5.5 5.5 5.5 Source: Federal Reserve Bulletin July 20, 1966 September 26, 1966 April 19, 1968 5.5% 5.5 5.5 5.5 5.5% 5.5 5.5 5.5 6.25% 6.0 5.75 5.5 5.5 5.0 5.0 ECONOMIC REVIEW In December 1965, Regulation Q ceilings were according to the size and reputation of the issuing set at the same level (5.5 percent) for all maturities bank and according to the denomination of the of CDs. The 5.5 percent ceiling remained in effect CD. Therefore, published rates in the primary until April 1968 for CDs of $100,000 and over, market for CDs are usually described as approxi regardless of maturity length. This ceiling enabled mations or guides to the actual rates. Nevertheless, banks to issue shorter maturities of CDs during the data in Table III confirm that when Regulation much of the December 1965-April 1968 period Q ceilings permit, CD rates on new issues are (except, of course, in the summer and fall of 1966, higher than rates on comparable issues of new when most short-term market yields surpassed the Treasury bills. The actual difference or spread 5.5 percent level). Following the 1965 changes in depends on the basis of the rates compared. As Regulation Q, the average maturity of outstanding mentioned earlier, CDs are issued on a bond-yield CDs declined steadily in succeeding months, as equivalent basis, while Treasury bills are auctioned more new issues were sold with maturities of three on a discount basis. Using this unlike comparison, months or less. At yearend 1968, the average issuing rates on three-month CDs averaged 35-60 maturity of outstanding CDs was about three basis points higher than rates on three-month months, compared with nearly four months in Treasury bills during selected periods in recent August 19643 (see Table I). years when Regulation Q did not act as a Regulation Q, however, is not the only deter constraint on CD issuing rates. On the other hand, minant of the average maturity of outstanding when Treasury bill rates are adjusted to a bond- CDs. At times, banks attempt to lengthen or yield basis—as should be done for an unbiased shorten the maturities of their CDs in accordance comparison—the with their needs for funds and their evaluation of smaller, in a range of 23-49 basis points for the future interest rate trends. For example, if banks periods shown in Table III. differences are considerably expect interest rates to fall in the near future, they will try to raise funds by issuing CDs with very THE SECONDARY M ARKET short maturities—in the hope that they can renew Although Regulation Q ceilings may, at times, the maturing issues at lower rates in the future. On eliminate certain CD maturities from the primary the other hand, investors in CDs would prefer long market, it is generally possible to obtain almost maturities if they expect interest rates to fall. Detailed information for issuing rates on new any maturity in the secondary market. As of 1968, virtually all the nonbank dealers and many of the CDs is not readily available. In general, primary bank CD rates are negotiated between the issuing bank bought and sold CDs and maintained inventory dealers in U. S. Government securities and the buyer. Moreover, issuing rates may vary positions in these issues. Trading volume, an important measure of activ 3 It has been estimated that the average maturity of large ity in any market, is an indicator of the breadth of CDs outstanding before 1964 was much longer—more the CD market. During 1968, the volume of dealer than 5 months in mid-1963 and 7.5 months in November 1962. See Parker B. Willis, The Secondary M arket for transactions in CDs (purchases plus sales) averaged Negotiable Certificates o f Deposit, Board of Governors of $59 million a day, compared with average dealer the Federal Reserve System, 1967, p. 26. transactions of $1.9 billion a day in Treasury bills. 8 FRASER Digitized for JULY 1969 TABLE III Primary Rates for Three-month Certificates of Deposit, Compared with Auction Discount Rates for Three-month Treasury Bills Selected Dates (monthly average) Rate on Certificates of Deposit Less: Month Three-month Certificates of Deposit January 1966 February 1966 July 1967 August 1967 September 1968 October 1968 4.95% 5.03 4.77 4.88 5.62 5.83 Three-month Treasury Bills (Discount) 4.60% 4.67 4.31 4.28 5.20 5.33 Three-month Treasury Bills (Bond-yield equivalent) Three-month Treasury Bill Rate (Discount) Three-month Treasury Bill Rate (Bond-yield equivalent) (basis points) (basis points) 0.35 0.36 0.46 0.60 0.42 0.50 0.23 0.24 0.35 0.49 0.28 0.35 4.72% 4.79 4.42 4.39 5.34 5.48 Sources: Weekly Bond Buyer and Federal Reserve Bulletin The secondary market for CDs appears to be from a low of $102 million in 1966 to a high of considerably thinner than the Treasury bill mar $363 million in 1967.6 ket, more so than would be indicated by the ratio Dealers are reluctant to carry large CD inven of the outstanding volume of Treasury bills to that tories when interest rates are rising (prices are of CDs. One factor explaining the thinner market falling) because of the risk of capital losses on might be the tendency of original corporate buyers inventories that might have to be sold before to hold their CDs until maturity.4 maturity. Rising interest rates explain in part the As shown in Chart 2, dealer transactions and decline in both dealer positions and transactions in inventory positions in CDs varied widely in the the summer and fall of 1966 and in the spring of 1963-1968 period,5 but monthly fluctuations in 1968 (see Chart 2). The relative cost of carrying the two series tended to be in the same direction. CD inventories, virtually all of which are financed During the period under review, average daily through borrowed funds (short-term loans) rather transactions per year ranged from a low of $33 than equity capital, also influences dealer positions million in 1966 to a high of $60 million in 1968, and transactions. If the interest costs of financing while dealer positions on an average day varied inventory positions exceed the interest proceeds obtained from the inventory, dealers are likely to 4 See, for example, A. Gilbert Heebner, Negotiable Certifi cates o f Deposit: The Development o f a Money Market express their holdings by reluctance to acquire additional widening the difference between Instrument (New York: New York University, 1967), p. 39. 5 In comparison, dealer positions in Treasury bills fluctu Data for the period prior to 1963 are not available. ated around a daily average of $2.8 billion during 1968. 9 ECONOMIC REVIEW C h o r t 2. DEALER A C TIV ITY in NEGOTIABLE CERTIFICATES of DEPOSIT Par V alue M illions of dollars NOTE: Last P os ition s en try: Source of and D ec em be r data: tronsactions data are d a il y averag es of m onthly figures and are based on n u m ber o f tr a d i n g days. 196 8 F ederal Reserve Bank of New York buying and selling prices; that is, by increasing the to bank loans that usually must be renewed daily.7 spread between bid and offered rates from the In many instances, CDs held in dealers' inventories usual 4-5 basis points to 15 or more basis points. are used as collateral for the bank loans. As a rule, Dealer financing to carry CD inventories can be CDs originally issued by the lending bank are not obtained from several sources. Repurchase agree used for collateral, because in the event of dealer ments are preferred, since ordinarily this method default, the bank would be redeeming its own CDs of financing involves the lowest costs. Most repur before maturity. In addition, when a CD is used as chase agreements are consummated with corporate collateral investors, requires a 2-percent charge above the rate at which although insurance companies, state governments, and foreign banks also enter into at the issuing bank, Regulation Q it was originally issued. such agreements. The procedures are quite similar to repurchase agreements involving U. S. Govern ^Nonbank dealers can often finance positions in Treasury ment securities: dealers sell CDs, at the same time bills and, to a lesser extent, bankers'acceptances through agreeing to buy them back at a stated price on a specific date in the future. For any additional financing needs, dealers turn Digitized for 10 FRASER repurchase agreements with the Federal Reserve Open Market Account at the Federal Reserve Bank of New York. However, CDs have not been eligible for Federal Reserve repurchase agreements. JULY 1969 SECONDARY M AR KET RATES The fact that dealers stand ready to quote bid CERTIFICATES OF DEPOSIT AND M O N ETA R Y POLICY and offer rates for existing CDs suggests that there There is agreement that the rapid emergence of should be greater uniformity in interest rates in CDs and the development of the secondary market the secondary market than in the primary market. constitute highly significant innovations in com In the mercial banking. The growth of CDs as a money secondary market, the most common trading unit is $1 million, and dealers very rarely market instrument has also had an important handle denominations of less than $500 thousand. bearing on monetary policy, at times resulting in Since most of the smaller denomination CDs are some controversy. issued by smaller banks and have a greater range of The role of Federal Reserve policy in the CD interest rates, the absence of such denominations market stems largely from the authority of the from the secondary market removes an important Board of Governors to change (or not to change) cause of rate variability. the maximum interest rates payable on new issues The relative standing of CDs in the money under Regulation Q and the ability of the Federal market, insofar as interest returns are concerned, Reserve System to influence other interest rates lies somewhere above Treasury bills and Federal relative to the CD ceiling. The relationship be Agency issues and slightly below finance company tween the Regulation Q ceiling and money market paper and bankers' acceptances. For example, a rates is very important. If the Regulation Q ceiling comparison of rates (for three-month maturities is below rates on other money market issues, the banks may experience serious difficulties when 1966-1968 period reveals that CD rates in the offering new CDs or attempting to renew maturing on a bond-yield equivalent basis) for secondary market averaged: 46 basis points above rates on Trea CDs. That is, holders of maturing CDs may prefer to divert their funds into higher yielding money sury bills, market instruments. In turn, when banks are faced 26 basis points above rates on Federal with a loss of CD funds, they are apt to restrict Agency issues, their lending and investing activity, or increase 7 basis points below rates on bankers' efforts to obtain funds from other sources. acceptances, and 11 basis points below rates on finance paper. The situation during the late summer of 1966 illustrates the effect on CD volume of Regulation Q ceilings that are out of line with rates prevailing The relative standing of CD rates was essentially on other money market instruments. As stated the same before 1966, although yield differentials earlier and as Chart 3 shows, rates on three-month were somewhat smaller.8 CDs in the secondary market and rates on threemonth Treasury bills are closely associated. During the 1960-1968 period, the rate spread favored O For a more thorough discussion of rate spreads on money market instruments, see "Money Market Instru ments: Characteristics and Interest Rate Patterns in the CDs. However, the spread between the Regulation Q ceiling and yields on other money market Current Economic Expansion," Economic Review, Fed instruments, especially Treasury bills, is a more eral Reserve Bank of Cleveland, February 1969. important indicator of the ability of banks to 11 ECONOMIC REVIEW renew maturing CDs than is the secondary market Chart 3. INTEREST RATE RELATIO NSHIPS and O U T S TA N D IN G NEGOTIABLE CERTIFICATES of DEPOSIT rate. When the maximum rate on CDs of all maturities was raised to 5.5 percent on Decem ber 6, 1965, the Treasury bill rate was within 25 basis points of the Regulation Q ceiling (see Chart Percent 3). The 1965 increase placed the ceiling rate substantially above other money market yields, thus enabling banks to compete more effectively for CD funds. Between December 1965 and June 1966, how ever, money market yields advanced sharply. In the last week of June, three-month CD rates in the secondary market reached the Regulation Q ceiling and in early July exceeded that level. Thus, buyers of new CDs at ceiling rates could expect capital losses, because the price would move below par in the secondary market if the buyers sold before maturity. Banks experienced difficulties in renew ing outstanding CDs, and the volume of outstand ings began to decline in mid-August. A t that time, the Regulation Q ceiling was about 30 basis points above the three-month bond-yield equivalent Trea sury bill rate and about 15 basis points below the secondary market rate on three-month CDs. Between the week ended August 13 and the week ended December 10, the dollar volume of out standing CDs dropped from $18.6 billion to $15.4 billion. In several weeks during this period, the market rate on three-month bills exceeded the Regulation Q ceiling. Late in December 1966, the spread between the ceiling rate and the Treasury bill rate began to widen slowly, and by January, the spread was more than 50 basis points in favor of CDs. Banks then sold CDs in greater amounts; as a result, by mid-February 1967, the dollar ^D enom inatio ns Last en tr y : o f $ 1 0 0 ,0 0 0 and volume of outstanding CDs approached the levels over. prevailing in mid-August 1966. D e c e m b e r 1 96 8 Sou rces o f da ta : Sa lo m on Broth ers Go ve rnors o f th e Digitized12 for FRASER & H utzler Fede ral and B oard o f Banks were again faced with a loss of CD funds Reserve System in the spring of 1968. In comparison with the JULY 1969 1966 experience, however, CD attrition was much TABLE IV smaller in 1968, due in part to the course of Liabilities of United States Banks to Their Foreign Branches and Outstanding Certificates of Deposit Selected Dates 1966 and 1968 monetary policy. The decline in outstandings began in early March, when Treasury bill rates and CD market rates were close to the Regulation Q ceiling. Within five weeks, outstanding CDs de creased by $1.5 billion—a decline comparable in 1966 magnitude to that in the first five weeks of the 1966 runoff. Unlike 1966, however, the Board of Governors of the Federal Reserve System acted on April 19, 1968, to raise the maximum rate payable on most maturities of CDs with denominations of $100,000 and over (see Table II). Following this July August September October November Change for Period action, CD drains stopped; in fact, CD outstand 1968 ings actually increased, although it was mid-July February March April May June Change for Period before the dollar volume regained the level prevail ing in early March ($21 billion). Significance of CD Losses. Other things being equal, the inability of individual commercial banks to renew maturing CDs weakens their ability to Borrowings from Foreign Branches Outstanding Certificates of Deposit (mil. of $) (mil. of $) $2,786 3,134 3,472 3,671 3,786 $18,294 18,194 16,996 15,738 15,498 +1,000 -2 ,7 5 2 $4,530 4,930 5,020 5,888 6,241 $21,094 20,196 19,708 19,543 19,538 +1,711 -1 ,5 5 6 NOTE: Data are as of the last Wednesday of the month. meet demands for new credit. Whether bank credit actually will be curtailed, however, depends on Source: Federal Reserve Bulletin several other factors. For example, the decline in June 1968, the additions to United States banks' bank funds resulting from the CD drain can be liabilities to their foreign branches amounted to offset by using other sources of funds (usually more than the CD runoff for the period (see Table nondeposit sources). To the extent that banks are IV ). unsuccessful in tapping other sources, they have to sell assets or cut back lending. Bank borrowings from their foreign branches have been sporadic, increasing substantially during For example, banks, at their own initiative, periods of CD attrition since 1965. Over the long have attempted to offset CD losses by borrowing run, however, banks have relied increasingly on all from the Eurodollar market through their overseas new sources of funds. Therefore, the increased use branches. This was, by far, the primary source of Eurodollars in 1966 and 1968 should not be used to balance CD losses in 1966 and 1968. As considered solely as a substitute for withdrawn Table IV indicates, between the end of July and CDs. the end of November 1966, banks increased their would have increased as part of the trend in recent liabilities to their foreign branches by $1.0 billion, years. However, in the absence of Eurodollar In all likelihood, Eurodollar borrowings thereby partially offsetting the decline of over availability, the impact of CD drains in recent $2.7 billion in CDs during the period. Over the years on United States banks would probably have period of four months from February through been more severe. 13 ECONOMIC REVIEW TABLE V Average Monthly "Bid" Rates* on Certificates of Deposit In the Secondary Market January—June 1969 Three-month Maturities Six-month Maturities Nine-month Maturities Twelve-month Maturities 6.65% 6.61 6.73 6.90 7.36 8.25 6.64% 6.70 6.84 7.58 7.51 8.45 6.72% 6.81 6.91 7.08 7.61 8.54 6.78% January February March April May June 6.86 6.95 7.14 7.67 8.55 * Based on daily figures. Source: Weekly Bond Buyer RECENT EXPERIENCE Between early December 1968 and June 1969, the outstanding volume of large CDs declined by about one-third, from $24.3 billion to about $15 billion. The implications of this recent decline for C hart 4. commercial banks, as well as for the financial OUTSTANDING NEGOTIABLE CERTIFICATES of DEPOSIT and EURODOLLAR BORROWINGS markets, W eekly Reporting Banks are beyond the scope of this article, because the decline has not ended. Thus, any Billions of dollars evaluation of the effects of recent CD runoffs must be qualified. The current relationship between Regulation Q ceilings and interest rates on other money market instruments makes it extremely difficult for banks to renew maturing CDs and, needless to say, virtually impossible to attract new CDs at this writing. For example, the maximum rate now payable under Regulation Q on three-month CDs is 6 percent—a rate below that at which three-month Treasury bills were sold in most weekly auctions this year. Similarly, CD rates in the secondary market have generally been well above Regulation Q ceilings in most maturity 1968 categories (see Table V ). Thus, the price of a new *D e n o m in a tio n s CD generally falls below par immediately after L as t e n t r y : 1969 a n d o ve r . J u n e 25 Sour ce o f da ta : issuance. of $100,000 B o a r d o f G o ve r no r s o f t h e Fe de ra l Reser ve S y s t e m JULY 1969 Predictably, commercial banks reacted to the recent CD drains by attempting to borrow from end of June. The current CD attrition is much greater than their foreign branches, as well as by tapping other that experienced in the summer and fall of 1966, sources of funds; for example, the sale of commer when outstandings declined by about $2.7 billion. cial paper by bank affiliates and the sale of loan In evaluating the CD losses, it must be recognized participation certificates; data on the extent of that the two time periods involve several impor these transactions are not available. Thus far, tant however, Eurodollar borrowings have offset the things, the liquidity positions of corporations and bulk of the CD losses, as can be observed in Chart banks, the Federal fiscal program, monetary pol 4. Borrowings of United States banks from their icy, and relative levels of Eurodollar rates. Thus, foreign the impact of a CD drain on credit markets is branches have increased by about $6 billion, from a total of $7 billion in early December to slightly more than $13 billion at the differences associated with, among other probably different today from what it was in 1966. 15 ECONOMIC REVIEW JOINT VENTURE ACTIVITY, 1 9 6 0 - 1 9 6 8 In recent years, there has been a marked increase in the movement toward industrial con discussions and research efforts connected with jo in t ventures. centration, highlighted in many cases by mergers Joint ventures are business entities formed by resulting in conglomerate corporations.1 A t the the collective participation of two or more existing same time, there has been a less noticeable, but companies that have common interests. The most significant, resurgence o f another means o f com frequently cited purposes of joint participation bining economic resources—the jo in t venture. This are: article examines the extent and characteristics o f developments; (2) to establish joint or combined jo in t facilities for greater economy; (3) to accumulate v e n tu re activity during the period (1) to spread the risks of new industrial 1960-1968. The analysis in this article should be large amounts of needed capital; and (4) to considered tentative because o f the nature o f the undertake programs that are too extensive for underlying data. Statistical information related to individual companies to handle.3 Joint ventures jo in t ventures is extremely limited, and the data may also be formed to share technological knowl presented in this article are, to a considerable edge, managerial skills, experience in production extent, the result o f original work with basic and distribution, as well as for numerous other sources.2 Despite the limitations o f such tentative reasons. analysis, the materials should contribute to the Joint ventures can generally be classified as either domestic or foreign, depending on the ^ For a discussion of recent merger activity, see "Corpor location of the new business entities (progenies) Reserve created by the ventures (see Chart 1). In both District, 1950-1967," Economic Review, Federal Reserve types of ventures, one or more of the participants Bank of Cleveland, October 1968, and other articles may be a foreign firm. In the case of a foreign ate Merger Activity in the Fourth Federal contained in the Economic Review, January, March, and May 1969. venture, one of the participants may even be a foreign government. The underlying material for 2 Some of the data for the period 1965-1968 were obtained from the Federal Trade Commission. Supple mental information was obtained from various sources 3 See, among others, Paul R. Dixon, "Joint Ventures: including newspapers, trade journals, and reports; in some What is Their Impact on Competition?," Antitrust Bulle cases the information was confirmed by personal inquiry. tin, Vol. 7, 1962, p. 399. 16FRASER Digitized for JULY 1969 hand, the very nature of the arrangement creates a Chart 1. JOINT VENTURES ESTABLISHED with the PARTICIPATION of AMERICAN FIRMS situation that could afford opportunities for reci procity, restraints upon existing competition, and the suppression of potential competition. Thus, By Location of Joint Venture the potential anti-competitive effects posed by a Num ber multi-firm domestic joint venture could be as serious as any combination of restraints resulting from a bilateral merger. Therefore, the problem of balancing the potential benefits of joint ventures against the competitive threats posed by these arrangements presents a perplexing task for anti trust policy. IN D U S TR IA L CLASSIFICATIO N AND FUNCTIO NAL CHARACTERISTICS OF DOMESTIC PROGENIES During the period 1960-1968, 520 new domes tic joint ventures were established, but the pace at which the new ventures were formed was uneven. As shown in Chart 1, there was a marked increase N O T E : T h ere a re 21 a d d it io n a l jo in t v e n tu re s b e lie v e d to h a v e b e e n c o n s u m m a te d b u t n o t in c lu d e d in th e t a b le d u e to la c k o f s p e c if ic in f o r m a t io n . * It is n o t k n o w n w h e th e r p ro g e n ie s a re fo re ig n o r d o m e s tic . L ast e n try : 1968 S o u rc e s o f d a t a : F e d e r a l T r a d e C o m m is s io n a n d F e d e r a l R e s e rv e B a n k o f C le v e la n d in the total number of new joint ventures consum mated number in of 1962, 1963, newly 1965, and formed 1966. The domestic ventures increased sharply in 1963 and 1965 and reached a high in 1966. The number of domestic ventures fell in 1967, while the number of conglomerate this study incorporated foreign joint ventures only mergers increased by more than 48 percent.5 to the extent that the arrangements involved the participation The areas of activity of these new firms range of American firms;4 this article, from exploration and research to distribution and however, is primarily concerned with domestic sales. Joint ventures involved products as heteroge joint ventures. neous as movable bank buildings and synthetic Joint ventures can be an effective means of human hearts. Despite the diverse nature of joint introducing new products in domestic or foreign ventures, they can be grouped into broad classifi markets, and the arrangement can result in a more cations based on the primary area of industrial efficient allocation of resources. On the other involvement of the progeny. These classifications are presented in Table I. More than half of all new 4 For a study of foreign joint ventures, see Karen K. Bivens and Enid B. Lovell, Joint Ventures with Foreign Partners (New York: National Board, 1966). Industrial Conference 5 See "Corporate Merger Activity in the Fourth Federal Reserve District, 1950-1967," op. cit., p. 5. 17 ECONOMIC REVIEW TABLE I Industrial Classification of Domestic Joint Ventures 1 9 6 0 -1 9 6 8 Industry Agriculture, forestry. and fisheries Mining Contract construction Manufacturing Transportation and communications Wholesale and retail trade Finance,insurance, and real estate Services Unclassified Totals 1960 1961 1 13 3 3 11 1 1962 6 1963 10 1 4 27 2 9 2 1 2 15 22 4 1 23 1 7 3 52 1964 1965 1966 1967 1968 Unknown* Total 3 1 41 24 278 34 9 5 55 1 12 1 59 4 3 29 4 7 37 3 6 8 9 10 48 1 3 5 1 1 13 1 7 1 15 1 95 1 13 5 105 7 9 2 64 8 10 14 91 2 48 1 1 5 19 69 27 520 * Date of establishment unknown. Source: Federal Reserve Bank of Cleveland domestic joint ventures formed during the period used joint venture arrangements to lease automo under review were involved in manufacturing, with biles to credit card holders. the service, transportation, and mining industries largely accounting for the remainder. PARTICIPATING FIRMS More than one-half of the new ventures resulted in joint or combined facilities (see Chart 2). On Further insight into the nature of joint ventures may be gained from an examination of the the basis of available information, it appears that a characteristics of the firms that participated in majority of the new manufacturing progenies were these arrangements. formed to produce conventional During the period under products for review, 1,131 domestic firms were involved in the well-established markets rather than truly new formation of 520 domestic joint ventures (see products. These products included, among others, Table II). The number of companies that partici beer cans, corrugated containers, window shades, pated in the formation of any single domestic joint automotive trim moldings, and metal fasteners for venture ranged from 1 to 11 firms. footwear. As Table III indicates, the participants in In the service industries, joint ventures were domestic joint ventures were primarily United formed to develop resort areas and to construct States manufacturing firms. Since 1963, however, and operate hotels, motels, and parking lots. A joint ventures have also become popular among significant number of these arrangements involved firms in the transportation, mining, finance, and communications networks and film and recording other service industries. recent years, some automobile During the period 1960-1968, participants in manufacturers and credit card companies have joint ventures were, in general, large firms. In fact, companies. In Digitized18 for FRASER JULY 1969 same stage of producing essentially identical prod Chart 2. ucts. A vertical relationship exists when one or FUNCTIONAL CLASSIFICATION of DOMESTIC JOINT VENTURES more of the participating firms and/or at least one participant and the progeny serve as a source of 1960-1968 supply, a fabricator, or a distributor of the same Number 0 25 50 75 100 product. The precise determination of these relationships PRODUCTION requires considerably more information than is OTHER SERVICES currently D IST RI BU TI ON available. Nevertheless, some limited insights into the nature of these relationships may CONSTRUCTION be obtained from a classification of the participa FINANCE ting firms on the basis of their major function and primary area of industrial involvement. This classi RESEARCH T RAN SPOR TATI ON m fication was made by comparing the firms' stan i UNKNOWN _________________ I__________________ L S o u rce o f d a ta : dard industrial classification codes.7 The pre-venture competitive relationships F e d e ra l R eserve B a n k o f C le v e la n d among participating United States firms involved in domestic joint ventures during the period 1960-1968 are summarized in Table V . Nearly more than three-fourths of the participating firms one-half of all participating firms were horizon had assets of $100 million and over, and nearly tally related on the basis of this classification, with one-half had assets of over $250 million (see Table more than 80 percent having some horizontal or IV ).6 vertical relationship. C O M PETITIVE RELATIONSHIPS and their progenies are summarized in Table V I. The relationships between participating firms The competitive effects of joint venture ar More than one-half of all domestic joint ventures rangements depend primarily upon the competi resulted in a vertical relationship between one or tive relationships among the participating firms more of the participants and their progeny, and before the venture, as well as on the relationships more than 80 percent of the arrangements resulted between the participants and the new venture that in horizontal and/or vertical relationships. is established. The competitive relationships may Thus, it appears that a majority of the domestic be generally classified as horizontal, vertical, a joint ventures consummated during the period combination of horizontal and vertical, or unre 1960-1968 involved horizontally related firms and lated. A horizontal relationship exists when one or resulted in progenies that involved some vertical more of the participating firms and/or at least one participant and the progeny are engaged in the 7The primary sources used for the classification of firms were 15,000 Leading U. S. Corporations (New York: Year Inc., 1967) and Standard Industrial Classification Manual 6Th e same pattern of asset size applies to domestic firms (Washington, D. C.: U. S. Government Printing Office, that participated in foreign joint ventures. 1967). 19 ECONOMIC REVIEW TABLE II Number of United States Firms Participating in Domestic Joint Ventures 1960-1968 Number of Domestic Joint Ventures Year 1960 1961 1962 1963 1964 1965 1966 1967 1968 Unknown1 Totals Average Number of Domestic Participating Firms per Domestic Joint Venture Number of Domestic Participating Firms 34 51 48 110 15 22 23 52 48 95 105 64 91 5 520 2.3 2.3 2.1 2.1 2.1 2.1 102 195 230 133 216 2.2 2.1 2.4 12 1,131 * Date of consummation unknown. Sources: Federal Trade Commission and Federal Reserve Bank of Cleveland TABLE III Industrial Classification of United States Firms Participating in Domestic Joint Ventures 1960-1968 Industry Agriculture, forestry. and fisheries Mining Contract construction Manufacturing Transportation and communications Wholesale and retail trade Finance,insurance, and real estate Services Unclassified Totals 1960 1961 1964 1965 1966 1967 1968 5 86 10 2 148 2 18 5 164 7 3 87 6 6 123 4 12 14 12 37 96 1 3 8 1 1 20 2 2 2 102 4 10 6 195 5 10 4 230 9 7 7 133 21 10 14 216 1 4 3 30 36 37 8 3 69 1 1 2 18 4 1 3 1 1 51 2 3 1 34 Source: Federal Reserve Bank of Cleveland 48 Unknown* 1963 2 * Year of participation unknown. 20FRASER Digitized for 1962 5 4 3 110 1 9 2 12 Total 3 65 19 797 49 48 34 1,131 JULY 1969 TABLE IV courts have repeatedly noted that joint ventures Asset Size of Domestic Firms that Participate in Establishing Domestic Joint Ventures 1 9 6 0 -1 9 6 8 are not illegal per se under the Sherman Act.9 Asset Size (mil. of $) Number of Firms Under $10 $ 1 0 - $ 25 $ 25 - $ 50 $ 50 - $100 $100 - $250 Over $250 Unknown Total 71 62 69 80 169 507 173 1,131 Thus, joint ventures became a reasonable alterna tive to mergers when the courts, in a series of cases beginning in 1962, expressed their determination to carry out the "mandate of Congress" and to halt concentration through mergers in its "incipiency. ,10 The slight decrease in the number of newly formed joint ventures in 1964 may be partially explained by the Supreme Court's decision in the Penn-Olin Chemical case in that year.1 1 This was Sources: Federal Trade Commission and Federal Reserve Bank of Cleveland the only case to reach the Supreme Court that extensions of existing markets. The added fact the involved the consideration of a joint venture under Celler-Kefauver A ct.12 In this case, the that most of the participating firms had assets in Supreme Court ruled on June 22, 1964, that joint excess of $100 million would seem to raise some ventures are subject to the proscriptions of question regarding the vulnerability of these ar amended Section 7, but are subject to different rangements to antitrust laws. criteria than those applicable to straightforward PUBLIC POLICY AND JOINT VENTURES firms to reconsider joint arrangements. The signifi acquisitions. This ruling undoubtedly caused some cance of the ruling, however, was short lived. The The growth of joint ventures reflects to some extent the unsettled state of the law applicable to these arrangements. Antitrust laws refer only to United States v. Imperial Chemical Co., 100 F. Supp. 504, S.D.N.Y. (1951), and Pan American World Airways, Inc., 193 F. Supp. 18, S.D.N.Y. (1961). "combinations" and leave to the courts the deter mination of which combinations are unlawful and 1<"*Brown Shoe Company v. United States, 370 U. S. 294 under what conditions. However, the courts have (1962). Also, see United States v. El Paso Natural Gas never established standards of legality for joint Company, 376 U. S. 651 (1964), and United States v. Aluminum Company of America, 377 U. S. 538 (1964). ventures. The Supreme Court did, in 1951, make it clear that restraints incidental to joint arrange 11 United States v. Penn-Olin Chemical Company 378 ments could not escape consideration by merely U.S. 538 (1964). labeling an arrangement a "joint venture."8 How 12 ever, the legality of the joint venture arrangement The Celler-Kefauver Act that amends Section 7 of the Clayton Act reads in relevant part as follows: That no itself, aside from consideration of its practices, has corporation...shall been established only in the vague sense that the whole or any part of the stock or...assets of another acquire, directly or indirectly the corporation...where in any line of commerce, in any 8. Timken Roller Bearing Company v. United States, 341 U. S. 593 (1951). section of the country, the effect of such acquisition may be substantially to lessen competition, or tend to create a monopoly. 21 ECONOMIC REVIEW TABLE V Competitive Relationships Among United States Firms Participating in Domestic Joint Ventures* 1 9 6 0 -1 9 6 8 Industry of Participating Firms Horizontal Agriculture, forestry, and fisheries Mining Contract construction Manufacturing Transportation and communications Wholesale and retail trade Finance, insurance, and real estate Services Totals Vertical 15 Horizontal and Vertical 26 4 115 6 175 Unrelated 1 2 5 76 Unclassified 1 1 1 45 7 378 2 47 4 Total 12 2 53 6 19 4 12 11 278 166 1 2 9 4 13 99 3 2 14 31 40 566 * Includes only domestic joint ventures involving the participation of two or more United States firms. Source: Federal Reserve Bank of Cleveland TABLE V I Competitive Relationships Between United States Participating Firms and Their Domestic Progenies* 1960-1968 Industry Agriculture, forestry. and fisheries Mining Contract construction Manufacturing Transportation and communications Wholesale and retail trade Finance, insurance, and real estate Services Totals Horizontal Vertical Horizontal and Vertical Unrelated Total 1 32 11 344 1 7 2 164 25 28 29 11 7 37 1 5 2 56 7 11 11 172 8 12 231 2 6 34 3 5 40 4 8 43 27 42 520 25 9 98 * Includes only domestic joint ventures involving at least one United States participant. Source: Federal Reserve Bank of Cleveland Digitized 22 for FRASER Unclassified JULY 1969 case was remanded to the District Court, which, 1968. First, the arrangements consummated gener after consideration of the question of potential ally involved large firms that were, in most cases, competition, ruled that the joint venture arrange- horizontally related. Second, a majority of the ment did not violate Section 7. progenies represented vertical extensions into the again The case was appealed to the Supreme Court, which manufacture of products for existing markets. allowed the District Court's decision to stand as During the period 1960-1968, it appears that the result of a 4-4 vote in December 1967.14 many firms achieved through joint ventures some Thus, the standards of legality that apply to joint of the benefits normally associated with horizontal venture arrangements are still unclear. or vertical expansion—benefits that, for a variety CONCLUDING COMMENTS conditions, through the more traditional merger of reasons, were not available, under prevailing Two general conclusions emerge from an exam approach. It is not surprising, therefore, that the ination of the nature and characteristics of joint growth in the number of joint ventures reflects, to ventures formed during the period from 1960 to some extent, the aggressiveness of antitrust en 13 forcement in the area of horizontal and vertical United States v. Penn-Olin Chemical Company, D. C. Del. (1965). mergers. These developments point up the d iffi culty of formulating antitrust policy toward con 14United States v. Penn-Olin Chemical Company, 389 glomerate combinations in general and joint ven U.S. 308 (1967). tures in particular. CORRECTION ECONOMIC REVIEW , June 1969 Page 5, lines 12-21 should read as follows: Banks are divided into three call classifications the stated time period. The Group A commercial based upon the amount of deposits credited to tax banks are those with the least amount of activity and loan accounts over a specific survey period, as in terms of amounts credited to these accounts determined by the Treasury Department. Banks and the Group C banks are those with the greatest are then ranked into A, B, or C groups according degree of activity. The classifications are then re to the deposits made into these accounts during viewed periodically, to keep the groupings current. 23