1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark one) (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 1- 5885 J.P. MORGAN & CO. INCORPORATED (Exact name of registrant as specified in its charter) Delaware 13- 2625764 (State or (I.R.S. other jurisdiction of Employer incorporation or organization) Identification No.) 60 Wall Street, New York, NY (Address of principal executive offices) 10260-0060 (Zip Code) (212) 483-2323 (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..... Number of shares outstanding of each of the registrant's classes of common stock at October 31, 1995: Common Stock, $2.50 Par Value 187,544,438 Shares 2 PART I -- FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Financial statement information is set forth within this document on the pages indicated: Page Three-month Consolidated statement of income J.P. Morgan & Co. Incorporated 3 Nine-month Consolidated statement of income J.P. Morgan & Co. Incorporated 4 Consolidated balance sheet J.P. Morgan & Co. Incorporated 5 Consolidated statement of changes in stockholders' equity J.P. Morgan & Co. Incorporated 6 Consolidated statement of cash flows J.P. Morgan & Co. Incorporated 7 Consolidated statement of condition Morgan Guaranty Trust Company of New York 8 Notes to Consolidated financial statements J.P. Morgan & Co. Incorporated 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Discussion of business sector results; Discussion of the financial condition and results of operations; Statements of consolidated average balances and net interest earnings of J.P. Morgan & Co. Incorporated ("J.P. Morgan") for the three months and nine months ended September 30, 1995; and Table of asset and liability management derivatives are set forth on pages 19 through 36 herein. PART II -- OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K 37 SIGNATURES 38 3 CONSOLIDATED STATEMENT OF INCOME J.P. Morgan & Co. Incorporated _______________________________________________________________________________ __ _________ In millions, except per share data Three months ended _________________________________________________________________ September September June 30 30 Increase 30 Increase 1995 1994 (Decrease 1995 (Decrease ) ) _________________________________________________________________ NET INTEREST REVENUE Interest revenue $2,453 $2,142 $311 $2,405 $48 Interest expense 1,946 1,616 330 1,897 49 _______________________________________________________________________________ __ _________ Net interest revenue 507 526 (19) 508 (1) NONINTEREST REVENUE Trading revenue 399 282 117 305 94 Corporate finance 195 108 87 117 78 revenue Credit-related fees 38 49 (11) 41 (3) Investment management 150 133 17 138 12 fees Operational service 137 135 2 140 (3) fees Net investment securities gains (55) (losses) (22) (27) 5 33 Other revenue 145 226 (81) 167 (22) _______________________________________________________________________________ __ _________ Total noninterest revenue 1,042 906 136 941 101 Total revenue 1,549 1,432 117 1,449 100 OPERATING EXPENSES Employee compensation and benefits 32 648 576 72 616 Net occupancy 87 68 19 79 8 Technology and 169 162 7 165 4 communications Other expenses 118 135 (17) 124 (6) _______________________________________________________________________________ __ _________ Total operating 1,022 941 81 984 38 expenses Income before income 527 491 36 465 62 taxes Income taxes 167 164 3 150 17 _______________________________________________________________________________ __ _________ Net income 360 327 33 315 45 PER COMMON SHARE Net income (a) $1.78 $1.63 $0.15 $1.56 $0.22 Dividends declared 0.75 0.68 0.07 0.75 - _______________________________________________________________________________ __ _________ (a) Earnings per share amounts represent both primary and fully diluted earnings per share. See notes to financial statements. 4 CONSOLIDATED STATEMENT OF INCOME J.P. Morgan & Co. Incorporated ___________________________________________________________________________ _ ________________ In millions, except per share data Nine months ended ____________________________________________________________________ _ September September 30 30 Increase 1995 1994 (Decrease) _____________________________________________________________________ NET INTEREST REVENUE Interest revenue $7,328 $6,010 $1,318 Interest expense 5,813 4,547 1,266 ___________________________________________________________________________ __ ______________ _ Net interest revenue 1,515 1,463 52 NONINTEREST REVENUE Trading revenue 1,007 866 141 Corporate finance revenue 426 312 114 Credit-related fees 122 160 (38) Investment management fees 418 387 31 Operational service fees 417 419 (2) Net investment securities gains 20 99 (79) Other revenue 461 583 (122) ___________________________________________________________________________ __ ______________ _ Total noninterest revenue 2,871 2,826 45 Total revenue 4,386 4,289 97 OPERATING EXPENSES Employee compensation and 1,890 1,716 174 benefits Net occupancy 246 201 45 Technology and communications 506 436 70 Other expenses 366 376 (10) ___________________________________________________________________________ __ ______________ _ Total operating 3,008 2,729 279 expenses Income before income 1,378 1,560 (182) taxes Income taxes 448 538 (90) ___________________________________________________________________________ __ ______________ _ Net income 930 1,022 (92) PER COMMON SHARE Net income (a) $4.62 $5.05 ($0.43) Dividends declared 2.25 2.04 0.21 ___________________________________________________________________________ __ ______________ _ (a) For the nine months ended September 30, 1995, the earnings per share amount represents primary earnings per share; fully diluted earnings per share for the nine months ended September 30, 1995, were $4.57. For the nine months ended September 30, 1994, the earnings per share amount represents both primary and fully diluted earnings per share. See notes to financial statements. 5 CONSOLIDATED BALANCE SHEET J.P. Morgan & Co. Incorporated ___________________________________________________________________________ __ ____________ _ <CAPTION > Dollars in millions September 30 June 30 December 31 1995 1995 1994 _________________________________________________________ ASSETS Cash and due from banks $$$ 112,210 ,, 58 11 92 Interest-earning deposits with banks 111,362 ,, 57 03 46 Debt investment securities available-for-sale carried at fair value(Cost: $21,657 at 22,657 September 1995, $20,133 at June 1995 and $22,503 at December 1994) 2 2 2 0 , , 0 4 1 1 4 6 Trading account assets 6657,065 48 ,, 62 95 69 Securities purchased under agreements to resell ($30,549 at September 1995, $26,127 21,350 at June 1995, and $21,170 at December 1994) and federal funds sold 32 06 ,, 62 80 79 Securities borrowed 1112,127 70 ,, 83 41 03 Loans 2222,080 54 ,, 20 64 53 Less: allowance for credit losses 111,131 ,, 11 33 22 ___________________________________________________________________________ __ ____________ _ Net loans 2220,949 42 ,, 19 31 31 Customers' acceptance liability 52586 26 86 Accrued interest and accounts receivable 235,028 ,, 92 91 84 Premises and equipment 333,318 ,, 44 53 38 Less: accumulated depreciation 111,302 ,, 44 52 30 ___________________________________________________________________________ __ ____________ _ Premises and equipment, net 222,016 ,, 00 01 08 Other assets 199,567 0, ,4 40 16 2 ___________________________________________________________________________ __ ____________ _ Total assets 11154,917 76 86 ,, 35 36 10 ___________________________________________________________________________ __ ____________ _ LIABILITIES Noninterest-bearing deposits: In offices in the U.S. 333,693 ,, 54 29 54 In offices outside the U.S. 89767 99 45 Interest-bearing deposits: In offices in the U.S. 121,826 ,, 61 65 96 In offices outside the U.S. 4336,799 08 ,, 56 97 01 ___________________________________________________________________________ __ ____________ _ Total deposits 4443,085 65 ,, 63 71 86 Trading account liabilities 4436,407 52 ,, 04 00 84 Securities sold under agreements to repurchase ($38,347 at September 1995, $32,864 at June 35,768 1995, and $30,179 at December 1994) and federal funds purchased 4 3 1 8 , , 8 4 7 9 9 6 Commercial paper 213,507 ,, 99 50 43 Other liabilities for borrowed money 1110,900 42 ,, 30 36 08 Accounts payable and accrued expenses 546,231 ,, 58 70 04 Liability on acceptances 52586 26 86 Long-term debt not qualifying as risk-based 653,605 capital ,, 07 25 89 Other liabilities 122,063 ,, 83 24 10 ___________________________________________________________________________ __ ____________ _ 11142,152 65 43 ,, 73 95 66 Long-term debt qualifying as risk-based 333,197 capital ,, 43 23 23 ___________________________________________________________________________ __ ____________ _ Total liabilities 11145,349 65 86 ,, 26 18 89 STOCKHOLDERS' EQUITY Preferred stock (authorized shares: 10,000,000): Adjustable rate cumulative preferred stock, $100 par value(issued and outstanding: 244 2,444,300) 22 44 44 Variable cumulative preferred stock, $1,000 par value (issued and outstanding: 250,000) 250 22 55 00 Common stock, $2.50 par value (authorized shares: 500,000,000; issued: 200,677,173 at 502 September 1995, 200,674,673 at June 1995 and 200,668,373 at December 1994) 55 00 22 Capital surplus 111,452 ,, 44 34 31 Retained earnings 777,044 ,, 53 21 65 Net unrealized gains on investment securities, net of taxes 456 44 95 59 Other 44367 30 97 ___________________________________________________________________________ __ ____________ _ 1110,3 0015 ,, 86 81 98 Less: treasury stock (13,107,615 shares at September 1995, 12,856,867 shares at June 1995 747 and 12,966,917 shares at December 1994) at cost 77 74 67 ___________________________________________________________________________ __ ____________ _ Total stockholders' equity 199,56 0,8 ,8 17 11 3 ___________________________________________________________________________ __ ____________ _ Total liabilities and stockholders' equity 11154,917 76 86 ,, 35 36 10 _____________________________________________________________________________ _____________ See notes to financial statements. 6 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY J.P. Morgan & Co. Incorporated _____________________________________________________________________________ __ ______________ _ Dollars in millions Nine months ended ______________________________ September September 30 30 1995 1994 ______________________________ PREFERRED STOCK Adjustable rate cumulative preferred stock Balance, January 1 and September 30 $ 244 $ 244 Variable cumulative preferred stock Balance, January 1 and September 30 250 250 _____________________________________________________________________________ _____________ Total preferred stock, September 30 494 494 494 _____________________________________________________________________________ _____________ COMMON STOCK Balance, January 1 502 499 Shares issued under dividend reinvestment plan, various employee benefit plans, and conversion of debentures - 3 ___________________________________________________________________________ __ ____________ _ Balance, September 30 502 502 ___________________________________________________________________________ __ ____________ _ CAPITAL SURPLUS Balance, January 1 1,452 1,393 Shares issued under dividend reinvestment plan, various employee benefit plans, and conversion 63 of debentures, and income tax benefits associated with stock options (19) ___________________________________________________________________________ __ ____________ _ Balance, September 30 1,433 1,456 ___________________________________________________________________________ __ ____________ _ RETAINED EARNINGS Balance, January 1 7,044 6,386 Net income 930 1,022 Dividends declared on adjustable rate cumulative preferred stock (9) (9) Dividends declared on variable cumulative (9) (6) preferred stock Dividends declared on common stock (422) (390) Dividend equivalents on common stock issuable (8) (3) ___________________________________________________________________________ __ ____________ _ Balance, September 30 7,526 7,000 ___________________________________________________________________________ __ ____________ _ NET UNREALIZED GAINS ON INVESTMENT SECURITIES, NET OF TAXES Balance, January 1 456 1,165 Net change in net unrealized gains, net of taxes 39 (551) ___________________________________________________________________________ __ ____________ _ Balance, September 30 495 614 ___________________________________________________________________________ __ ____________ _ OTHER COMMON STOCK ISSUABLE UNDER STOCK AWARD PLANS Balance, January 1 369 253 Accrued deferred stock awards 93 79 Deferred stock awards distributed, net (18) (11) ___________________________________________________________________________ __ ____________ _ Balance, September 30 444 321 ___________________________________________________________________________ __ ____________ _ FOREIGN CURRENCY TRANSLATION Balance, January 1 (2) (3) Translation adjustments (4) - Income tax benefit 1 - ___________________________________________________________________________ __ ____________ _ Balance, September 30 (5) (3) _____________________________________________________________________________ _____________ Total other, September 30 439 318 _____________________________________________________________________________ _____________ LESS: TREASURY STOCK Balance, January 1 747 328 Purchases 194 340 Shares distributed under various employee benefit (165) (17) plans _____________________________________________________________________________ _____________ Balance, September 30 776 651 _____________________________________________________________________________ _____________ Total stockholders' equity, September 30 10,113 9,733 ___________________________________________________________________________ _______________ See notes to financial statements. 7 CONSOLIDATED STATEMENT OF CASH FLOWS J.P. Morgan & Co. Incorporated ________________________________________________________________________________ __ ____ __ Dollars in millions Nine months ended ____________________________ September 30 September 30 1995 1994 ____________________________ NET INCOME $ 930 $ 1,022 Adjustments to reconcile to cash provided by (used in) operating activities: Noncash items: depreciation, amortization, deferred income taxes, and stock award plans 290 325 (Increase) decrease in assets: Trading account assets (7,654) (17,096) Securities purchased under agreements to (9,384) (3,130) resell Securities borrowed (5,713) (699) Accrued interest and accounts receivable 2,029 1,644 Increase (decrease) in liabilities: Trading account liabilities 8,582 19,419 Securities sold under agreements to 8,165 (4,785) repurchase Accounts payable and accrued expenses (692) (313) Other changes in operating assets and 711 (833) liabilities, net Net investment securities gains included in cash flows from investing activities (20) (99) ______________________________________________________________________________ __ ______ __ CASH USED IN OPERATING ACTIVITIES (2,756) (4,545) ______________________________________________________________________________ __ ______ __ Increase in interest-earning deposits with banks (142) (1,261) Debt investment securities: Proceeds from sales 33,920 41,810 Proceeds from maturities, calls, and mandatory 1,988 3,037 redemptions Purchases (33,669) (44,463) (Increase) decrease in federal funds sold 42 (10) (Increase) decrease in loans (3,201) 1,709 Payments for premises and equipment (160) (229) Other changes, net (2,254) (1,997) ______________________________________________________________________________ __ ______ __ CASH USED IN INVESTING ACTIVITIES (3,476) (1,404) ______________________________________________________________________________ __ ______ __ Decrease in noninterest-bearing deposits (41) (1,612) Increase in interest-bearing deposits 3,621 6,690 Decrease in federal funds purchased (2,057) (1,620) Increase (decrease) in commercial paper (553) 1,731 Other liabilities for borrowed money: Proceeds 13,771 9,266 Payments (10,022) (8,926) Long-term debt: Proceeds 3,320 1,695 Payments (798) (593) Capital stock: Issued - 65 Purchased or redeemed (194) (340) Dividends paid (434) (407) Other changes, net (1,095) 484 ______________________________________________________________________________ __ ______ __ CASH PROVIDED BY FINANCING ACTIVITIES 5,518 6,433 ______________________________________________________________________________ __ ______ __ Effect of exchange rate changes on cash and due from 23 32 banks ______________________________________________________________________________ __ ______ __ INCREASE (DECREASE) IN CASH AND DUE FROM BANKS (691) 516 Cash and due from banks at December 31, 1994 and 2,210 1,008 1993 ______________________________________________________________________________ __ ______ __ Cash and due from banks at September 30, 1995 and 1,519 1,524 1994 ______________________________________________________________________________ __ ______ __ Cash disbursements were made for: Interest $5,578 $4,457 Income taxes 422 1,183 ______________________________________________________________________________ __ ______ __ See notes to financial statement s. </TABL E> 8 CONSOLIDATED STATEMENT OF CONDITION Morgan Guaranty Trust Company of New York ______________________________________________________________________________ __ ___________ __ Dollars in millions September December 30 31 1995 1994 ____________________________________________ ASSETS Cash and due from banks $$ 12 ,, 51 08 32 Interest-earning deposits with banks 11 ,, 66 00 25 Debt investment securities available-for-sale carried at 22 fair value 11 ,, 12 99 82 Trading account assets 54 35 ,, 93 08 06 Securities purchased under agreements to resell and federal funds sold 11 86 ,, 85 56 42 Loans 21 29 ,, 23 19 07 Less: allowance for credit losses 11 ,, 00 22 65 ______________________________________________________________________________ __ ___________ __ Net loans 21 18 ,, 13 87 42 Customers' acceptance liability 45 75 86 Accrued interest and accounts receivable 23 ,, 95 69 04 Premises and equipment 32 ,, 09 66 87 Less: accumulated depreciation 11 ,, 21 74 39 ______________________________________________________________________________ __ ___________ __ Premises and equipment, net 11 ,, 78 91 58 Other assets 17 0, ,3 06 00 0 ______________________________________________________________________________ __ ___________ __ Total assets 11 31 38 ,, 47 72 47 ______________________________________________________________________________ __ ___________ __ LIABILITIES Noninterest-bearing deposits: In offices in the U.S. 33 ,, 46 69 38 In offices outside the U.S. 97 37 90 Interest-bearing deposits: In offices in the U.S. 11 ,, 44 78 40 In offices outside the U.S. 43 18 ,, 85 76 46 ______________________________________________________________________________ __ ___________ __ Total deposits 44 74 ,, 75 51 04 Trading account liabilities 43 00 ,, 97 43 30 Securities sold under agreements to repurchase and federal funds purchased 12 82 ,, 60 99 09 Other liabilities for borrowed money 65 ,, 93 82 20 Accounts payable and accrued expenses 32 ,, 99 80 72 Liability on acceptances 45 75 86 Long-term debt not qualifying as risk-based capital (includes $776 at 1995 and $630 at 1994 of notes payable to J.P. Morgan) 31 ,, 19 56 38 Other liabilities 22 ,, 00 18 20 ______________________________________________________________________________ __ ___________ __ 11 21 30 ,, 91 96 59 Long-term debt qualifying as risk-based capital (includes $1,128 at 1995 and $1,030 at 1994 of notes payable to J.P. Morgan) 11 ,, 32 24 79 ______________________________________________________________________________ __ ___________ __ Total liabilities 11 21 51 ,, 34 21 28 STOCKHOLDER'S EQUITY Preferred stock, $100 par value (authorized shares: -- 2,500,000) Common stock, $25 par value (authorized and outstanding shares: 10,000,000) 22 55 00 Surplus 22 ,, 86 27 00 Undivided profits 44 ,, 82 86 36 Net unrealized gains on investment securities, net of 21 taxes 02 44 Foreign currency translation (( 51 )) ______________________________________________________________________________ __ ___________ __ Total stockholder's equity 87 ,, 13 50 29 ______________________________________________________________________________ __ ___________ __ Total liabilities and stockholder's equity 11 31 38 ,, 47 72 47 ______________________________________________________________________________ __ ___________ __ Member of the Federal Reserve System and the Federal Deposit Insurance Corporatio n. See notes to financial statements. 9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF J.P. MORGAN & CO. INCORPORATED Supplementary to notes in the 1994 Annual report to stockholders 1. BASIS OF PRESENTATION The interim financial information in this report has not been audited. In the opinion of management, all adjustments necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. All adjustments made were of a normal recurring nature. Management consults with its independent accountants on significant accounting and reporting matters that arise during the year. 2. ACCOUNTING CHANGES ACCOUNTING FOR IMPAIRMENT OF A LOAN On January 1, 1995, J.P. Morgan adopted Statement of Financial Accounting Standards (SFAS) No. 114 and subsequent amendment SFAS No. 118, both entitled, Accounting by Creditors for Impairment of a Loan, which prescribe criteria for recognition of loan impairment as well as methods to measure impairment of certain loans, including loans whose terms were modified in troubled debt restructurings. J.P. Morgan defines impaired loans as any loan on which the accrual of interest is discontinued because the contractual payment of principal or interest has become 90 days past due or management has serious doubts about future collectibility of principal or interest, even though the loans are currently performing (i.e., nonaccrual loans). Factors involved in determining impairment include, but are not limited to, expected future cash flows, financial condition of the borrower and current economic conditions. When a loan is recognized as impaired, any accrued but unpaid interest previously recorded on such loan is reversed against interest revenue of the current period. Interest received on impaired loans is generally either applied against the principal or reported as revenue, according to management's judgment as to the collectibility of principal. Generally, a loan may be restored to accrual status only after all delinquent interest and principal are brought current and, in the case of loans where interest has been interrupted for a substantial period, a regular payment performance is established. J.P. Morgan measures each loan impairment based upon the present value of expected future cash flows discounted at an individual loan's effective interest rate, except where there is an observable market value or, if the loan is collateral dependent, at the fair value of the collateral. More than half of the impaired loan balance is measured using the cash flow method, one third is measured by an observable market price and the remainder is based on the fair value of the collateral. Management recommends those credits or portions of credits, judged to be uncollectible, that should be charged off. The adoption of SFAS No. 114 did not affect J.P. Morgan's charge-off policy. The adoption of these standards did not have a material impact on J.P. Morgan's financial statements. For additional information, see Note 9 to the financial statements, Nonperforming assets and allowance for credit losses. 10 3. INTEREST REVENUE AND EXPENSE An analysis of interest revenue and expense derived from on-and off-balance sheet financial instruments is presented in the table below. Interest revenue and expense associated with derivative financial instruments, such as swaps, forwards, spot, futures, options, and debt securities forwards, used as hedges or to modify the interest rate characteristics of assets and liabilities, are attributed to and included with the related balance sheet instrument. Net interest revenue associated with risk-adjusting swaps that are used to meet longer-term asset and liability management objectives, including the maximization of net interest revenue, is not attributed to a specific balance sheet instrument, but is included in the Other sources caption in the table below. Third quarter Nine months In millions 1995 1994 1995 1994 _______________________________________________________________________________ __ ___ INTEREST REVENUE Deposits with banks $ $ $ $ 31 50 134 145 Debt investment securities (a) 377 327 1,148 890 Trading account assets 735 708 2,346 1,982 Securities purchased under agreements to resell and federal funds sold 500 404 1,355 1,151 Securities borrowed 203 160 604 411 Loans 407 360 1,258 1,033 Other sources, primarily risk- 200 133 483 398 adjusting swaps _______________________________________________________________________________ _ ________________ ___ Total interest revenue 2,453 2,142 7,328 6,010 _______________________________________________________________________________ __ ___ INTEREST EXPENSE Deposits 619 517 1,854 1,386 Trading account liabilities 305 333 1,066 894 Securities sold under agreements to repurchase and federal funds 633 501 1,833 1,604 purchased Other borrowed money 238 190 653 468 Long-term debt 151 75 407 195 _______________________________________________________________________________ _ ________________ __ Total interest expense 1,946 1,616 5,813 4,547 _______________________________________________________________________________ _ ________________ __ Net interest revenue 507 526 1,515 1,463 _______________________________________________________________________________ __ __ (a) Interest revenue from debt investment securities included taxable revenue of $342 million and $1,030 million and revenue exempt from U.S. income taxes of $35 million and $118 million for the three months and nine months ended September 30, 1995, respectively. For the three months and nine months ended September 30, 1995, net interest revenue associated with asset and liability management derivatives was approximately $90 million and $280 million, respectively. At September 30, 1995, approximately ($300) million of net deferred losses on closed derivative contracts used for asset and liability management purposes were recorded on the balance sheet. Such amount is primarily composed of net deferred losses on closed hedge contracts included in the amortized cost of the debt investment portfolio. As discussed in Note 5 to the financial statements, Investment securities, the net unrealized appreciation associated with the debt investment portfolio was $357 million at September 30, 1995. Net deferred losses on closed derivative contracts are expected to amortize into Net interest revenue as follows: ($35) million - remainder of 1995; ($120) million - 1996; ($85) million - 1997; ($50) million - 1998; ($15) million - 1999; and approximately $5 million thereafter. The amount of net deferred gains or losses on closed derivative contracts will change from period to period, primarily due to amortization of such amounts to net interest revenue and the execution of our asset and liability management strategies, which may result in the sale of the underlying hedged instruments and/or termination of hedge contracts. 11 4. TRADING REVENUE An analysis of trading revenue for the three months and nine months ended September 30, 1995 and 1994, is presented in the following table. Reported Trading revenue does not include the net interest revenue associated with our trading activities. As our business objective is to maximize total revenue, trading-related net interest revenue should be considered when evaluating results. For additional information related to trading-related net interest revenue, refer to the trading revenue discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations. Third quarter Nine months In millions 1995 1994 1995 1994 _______________________________________________________________________________ __ ___ Swaps and other interest rate $ 159 $ 127 $ 335 $ 519 contracts Debt instruments 110 80 277 113 Foreign exchange spot and option 48 16 142 53 contracts Equities and commodities 82 59 253 181 _______________________________________________________________________________ __ ________________ ___ Trading revenue 399 282 1,007 866 _______________________________________________________________________________ __ ___ 5. INVESTMENT SECURITIES Debt investment securities A comparison of the cost and carrying values of debt investment securities available for sale and carried at fair value at September 30, 1995, follows. Fair and carrying In millions Cost value ______________________________________________________________________________ __ __ U.S. Treasury $ 1,811 $ 1,894 U.S. government agency, principally 15,037 15,126 mortgage-backed U.S. state and political subdivision 1,856 2,022 U.S. corporate and bank debt 204 208 Foreign government* 1,539 1,548 Foreign corporate and bank debt 1,111 1,116 Other 99 100 ______________________________________________________________________________ __ __ Total debt investment securities 21,657 22,014 ______________________________________________________________________________ __ __ * Primarily includes debt of countries that are members of the Organization for Economic Cooperation and Development. Net unrealized appreciation associated with debt investment securities available for sale carried at fair value at September 30, 1995, was $357 million, consisting of gross unrealized appreciation of $523 million and gross unrealized depreciation of $166 million. Such amounts represent the gross unrealized appreciation or depreciation on each debt security, including the effects of any related hedge. For additional detail of gross unrealized gains and losses associated with open derivative contracts used to hedge debt investment securities, see Note 7 to the financial statements, Off-balance- sheet financial instruments. The following table presents the components of Net realized investment securities gains (losses). Third Nine months quarter In millions 1995 1994 1995 1994 ______________________________________________________________________________ __ ____ Gross realized gains from sales $ 49 $ 49 $ $ 341 320 Gross realized losses from sales (83) (76) (312) (259) Net gains on maturities, calls and mandatory redemptions 12 - 12 17 ______________________________________________________________________________ __ ____ Net investment securities gains (22) (27) 20 99 (losses) ______________________________________________________________________________ __ ____ 12 Equity investment securities Net realized gains on the sale of equity investment securities of $91 million and $386 million included in Other revenue for the three months and nine months ended September 30, 1995, respectively, include $98 million and $414 million of gross realized gains. Gross unrealized gains and losses as well as a comparison of the cost, fair value, and carrying value of marketable equity investment securities at September 30, 1995, follows. Gross Gross Fair and unrealize unrealiz carryin d ed g In millions Cost gains losses value ____________________________________________________________________________ __ September 30, 1995 $226 $447 - $673 ____________________________________________________________________________ __ Securities without available market quotations: Nonmarketable equity investment securities, carried at a cost of $412 million, had an estimated fair value of $481 million at September 30, 1995. 6. TRADING ACCOUNT ASSETS AND LIABILITIES Trading account assets and liabilities, including derivative instruments used for trading purposes, are carried at fair value. The following table presents the carrying value of trading account assets and liabilities at September 30, 1995, and the average balance for the three-month and nine- month periods ended September 30, 1995. C A a v r e r r y a i g n e g v b a a l l u a e n c e ___________ _____________________________ September 30 In millions Nine Third m o 1 q n 9 u t 9 a h 5 r s t 1 e 9 r 9 1 5 9 9 5 ______________________________________________________________________________ __ __ TRADING ACCOUNT ASSETS U.S. Treasury $ $ $ 7 7 6 , , , 3 2 8 3 9 8 3 3 3 U.S. government agency 2 1 2 1 , , 6 5 6 4 9 8 6 Foreign government 2 1 1 1 9 9 , , , 6 1 9 0 5 6 7 6 1 Corporate debt and equity 1 9 9 0 , , , 9 1 2 9 4 1 8 5 0 Other securities 3 4 4 , , , 1 6 4 8 5 1 5 6 0 Interest rate and currency 1 1 1 swaps 1 3 3 , , , 8 0 1 1 1 7 8 5 0 Foreign exchange contracts 3 4 5 , , , 6 6 4 1 7 8 4 4 6 Interest rate futures and 3 3 2 forwards 8 8 8 8 1 4 Commodity and equity contracts 1 1 1 , , , 7 5 3 9 7 8 8 4 8 Purchased option contracts 4 4 4 , , , 5 4 1 2 4 0 7 8 9 ______________________________________________________________________________ __ __ Total trading account assets 6 6 6 4 6 7 , , , 6 7 5 9 4 3 6 3 2 ______________________________________________________________________________ __ __ TRADING ACCOUNT LIABILITIES U.S. Treasury 5 6 6 , , , 1 2 9 5 9 7 8 8 8 Foreign government 1 9 9 3 , , , 3 8 2 6 2 4 9 3 0 Corporate debt and equity 2 2 3 , , , 7 8 3 3 5 3 0 1 7 Other securities 7 2 1 3 , , 7 2 3 7 6 4 6 Interest rate and currency 1 1 1 swaps 1 2 2 , , , 5 0 0 8 1 4 4 5 0 Foreign exchange contracts 4 4 4 , , , 0 3 6 6 0 1 9 4 3 Interest rate futures and 4 4 3 forwards 9 5 3 6 4 9 Commodity and equity 2 1 1 contracts , , , 1 5 4 0 9 4 3 7 2 Written option contracts 4 4 4 , , , 8 5 3 9 5 3 1 1 1 ______________________________________________________________________________ __ __ Total trading account 4 4 4 liabilities 5 3 4 , , , 0 7 2 0 1 6 8 3 9 ______________________________________________________________________________ __ __ 13 7. OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS Derivatives Derivatives may be used either for trading or asset and liability management purposes. Accordingly, the notional amounts presented in the table below have been identified as relating to either trading or asset and liability management activities based on management's intent and ongoing usage. A summary of the credit exposure, which is represented by the positive market value associated with derivatives, after considering the benefit of approximately $23.6 billion of master netting agreements in effect at September 30, 1995, is also presented. In billions: September 30, Notional 1995 amounts Credit exposure ______________________________________________________________________________ __ ______________ Interest rate and currency swaps Trading $1,096.8 Asset and liability 279.9 management(a)(b)(c) ______________________________________________________________________________ __ ______________ Total interest rate and currency 1,376.7 $11.8 swaps ______________________________________________________________________________ __ ______________ Foreign exchange spot, forward, and futures contracts Trading 479.8 Asset and liability 20.8 management(a)(b) ______________________________________________________________________________ __ ______________ Total foreign exchange spot, forward, and futures contracts 500.6 3.6 ______________________________________________________________________________ __ ______________ Interest rate futures, forward rate agreements, and debt securities forwards Trading 396.8 Asset and liability management 8.9 ______________________________________________________________________________ __ ______________ Total interest rate futures, forward rate agreements, and debt 0.4 securities forwards 405.7 ______________________________________________________________________________ __ ______________ Commodity and equity swaps, forward, and futures contracts, all trading 1.8 64.6 ______________________________________________________________________________ __ ______________ Purchased options(d) Trading 506.5 Asset and liability management(a) 2.7 ______________________________________________________________________________ __ ______________ Total purchased options 509.2 4.5 ______________________________________________________________________________ __ ______________ Written options, all trading(e) 532.0 ______________________________________________________________________________ ________________ Total credit exposure recorded as assets on the balance sheet 22.1 ______________________________________________________________________________ _ 14 (a) The majority of J.P. Morgan's asset and liability management derivatives are transacted with independently managed J.P. Morgan derivatives dealers that function as intermediaries for credit and administrative purposes. (b) The notional amounts of asset and liability management derivatives contracts conducted in the foreign exchange markets, primarily forward contracts, amounted to $23.4 billion at September 30, 1995, and were primarily denominated in the following currencies: Italian lira $5.5 billion, Deutsche mark $4.2 billion, Japanese yen $2.3 billion, French franc $1.9 billion, Belgian franc $1.7 billion, Swiss franc $1.6 billion, British pound $1.4 billion, and Spanish peseta $1.0 billion. (c) The notional amount of risk-adjusting swaps was $256.4 billion at September 30, 1995. (d) At September 30, 1995, purchased options used for trading purposes included $388.2 billion of interest rate options, $85.7 billion of foreign exchange options, and $32.6 billion of commodity and equity options. Only interest rate options are used for asset and liability management purposes. Purchased options executed on an exchange amounted to $210.8 billion and those negotiated over-the-counter amounted to $298.4 billion at September 30, 1995. (e) At September 30, 1995, written options used for trading purposes included $409.0 billion of interest rate options, $88.3 billion of foreign exchange options, and $34.7 billion of commodity and equity options. Written option contracts executed on an exchange amounted to $184.1 billion and those negotiated over-the-counter amounted to $347.9 billion at September 30, 1995. Asset and liability management derivatives As an end user, J.P. Morgan utilizes derivative instruments in the execution of its asset and liability management strategies. Derivatives used for these purposes primarily include interest rate swaps, foreign exchange forward contracts, forward rate agreements, interest rate futures, and debt securities forwards. Derivatives are used to hedge or modify the interest rate characteristics of debt investment securities, loans, deposits, other liabilities for borrowed money, long-term debt, and other financial assets and liabilities. In addition, we utilize derivatives to adjust our overall interest rate risk profile through the use of risk-adjusting swaps. Net unrealized gains associated with open derivative contracts used to hedge or modify the interest rate characteristics of related balance sheet instruments amounted to $155 million at September 30, 1995. Gross unrealized gains and gross unrealized losses associated with open derivative contracts used for these purposes at September 30, 1995, are presented below. Such amounts primarily relate to interest rate and currency swaps used to hedge or modify the interest rate characteristics of deposits, long-term debt, and debt investment securities, principally mortgage-backed securities. See Note 8 to the financial statements, Fair value of financial instruments. Gross Gross Net unrealize unrealize unrealized d d In millions gains losses gains/(losses ) ______________________________________________________________________________ __ __ Debt investment $ 16 $ 14 $ 2 securities Long-term debt 201 48 153 Deposits 34 5 29 Other financial 35 64 (29) instruments ______________________________________________________________________________ __ __ Total 286 131 155 ______________________________________________________________________________ __ __ Net unrealized gains associated with risk-adjusting swaps and their related hedges that are entered into to meet longer-term asset and liability management objectives approximated $0.5 billion at September 30, 1995. The net amount is composed of $3.6 billion of gross unrealized gains and $3.1 billion of gross unrealized losses. The unrealized gains and losses related to the derivative contracts used to hedge these risk-adjusting swaps were not material at September 30, 1995. There were no material terminations of risk-adjusting swaps during the three months and nine months ended September 30, 1995. 15 Credit-related financial instruments Credit-related financial instruments include commitments to extend credit, standby letters of credit and guarantees, and indemnifications in connection with securities lending activities. The contractual amounts of these instruments represent the amounts at risk should the contract be fully drawn upon, the client default, and the value of any existing collateral become worthless. The credit risk associated with these instruments varies depending on the creditworthiness of the client and the value of any collateral held. The maximum credit risk associated with credit-related financial instruments is measured by the contractual amounts of these instruments. A summary of the contractual amount of credit-related financial instruments at September 30, 1995, is presented in the following table. September 30 In billions 1995 ______________________________________________________________________________ _ Commitments to extend credit $52.9 Standby letters of credit and guarantees 10.5 Securities lending indemnifications (a) 17.2 ____________________________________________________________________________ __ _ (a) At September 30, 1995, J.P. Morgan held cash and other collateral of $17.3 billion in support of securities lending indemnifications. Other Consistent with industry practice, amounts receivable and payable for securities that have not reached the contractual settlement dates are recorded net on the consolidated balance sheet. Amounts receivable for securities sold of $39.1 billion were netted against amounts payable for securities purchased of $36.9 billion to arrive at a net trade date receivable of $2.2 billion, which was classified as Other assets on the consolidated balance sheet at September 30, 1995. 8. FAIR VALUE OF FINANCIAL INSTRUMENTS In accordance with SFAS No. 107, Disclosures about Fair Value of Financial Instruments, J.P. Morgan estimates that the aggregate net fair value of all balance sheet and off-balance-sheet financial instruments exceeded associated net carrying values at September 30, 1995, by approximately $1.6 billion before considering income taxes, compared with $2.2 billion at December 31, 1994. Such amounts were primarily attributable to net appreciation on net loans and risk-adjusting swaps of $1.2 billion and $0.5 billion, respectively, at September 30, 1995 and $1.2 billion and $0.8 billion, respectively, at December 31, 1994. 16 9. NONPERFORMING ASSETS AND ALLOWANCE FOR CREDIT LOSSES Total nonperforming assets, net of charge-offs, at September 30, 1995, are presented in the following table. September 30 In millions 1995 ______________________________________________________________________________ __ __ Impaired loans: Commercial and industrial $135 Other 50 ______________________________________________________________________________ __ __ 185 Restructuring countries 2 ______________________________________________________________________________ __ ________________ __ Total impaired loans 187 (a) ______________________________________________________________________________ __ __ Other nonperforming assets 1 ______________________________________________________________________________ ____ Total nonperforming assets 188 ______________________________________________________________________________ __ __ Consistent with prior periods, all of J.P. Morgan's impaired loans at September 30, 1995 were on nonaccrual status. Accordingly, comparisons of current balances with those of prior periods are not affected by the implementation of SFAS No. 114 and 118. An analysis of the effect of impaired loans, net of charge-offs, on interest revenue in the three months and nine months ended September 30, 1995, is presented in the following table. Third Nine months quarter In millions 1995 1995 ______________________________________________________________________________ __ __ Interest revenue that would have been recorded if accruing $5 $14 Less interest revenue recorded 4 23 ______________________________________________________________________________ __ ________________ __ (Negative)/ positive impact of impaired loans on interest revenue (1) 9 ______________________________________________________________________________ __ __ An analysis of the allowance for credit losses at September 30, 1995, is presented in the following table. Third Nine months quarter In millions 1995 1995 ______________________________________________________________________________ __ ________________ __ Beginning of period balance $ 1,132 $ 1,131 ______________________________________________________________________________ __ ________________ __ Recoveries 11 38 Charge-offs: Commercial and industrial (11) (31) Restructuring countries - - Other - (6) ______________________________________________________________________________ __ __ Net charge-offs - 1 ______________________________________________________________________________ __ __ Balance, September 30, 1995 (b) 1,132 1,132 (c) ______________________________________________________________________________ __ __ (a) As of September 30, 1995, no SFAS No. 114 reserve is required for the $187 million recorded investment in impaired loans. Charge-offs and interest applied to principal have reduced the recorded investment values to amounts that are less than the SFAS No. 114 calculated values. For the three months and nine months ended September 30, 1995, the average recorded investment in impaired loans was $178 million and $198 million, respectively. (b) In accordance with SFAS No. 5, Accounting for Contingencies, and SFAS No. 114, an allowance is maintained that is considered adequate to absorb losses inherent in the existing portfolios of loans and other undertakings to extend credit, such as irrevocable unused loan commitments, or to make payments to others for which a client is ultimately liable, such as standby letters of credit and guarantees, commercial letters of credit and acceptances, and all other credit exposures, including derivatives. A judgment as to the adequacy of the allowance is made at the end of each quarterly reporting period. (c) At September 30, 1995, the allocation of the allowance for credit losses was as follows: Specific allocation - borrowers in the U.S. $111 million, Specific allocation - borrowers outside the U.S. $48 million, Allocation to general risk $973 million. 17 10. CORPORATE FINANCE AND OTHER REVENUE In the third quarter of 1995 and 1994, Corporate finance revenue includes $71 million and $22 million, respectively, of underwriting revenue. For the nine months ended September 30, 1995 and 1994, underwriting revenue was $134 million and $92 million, respectively. Other revenue of $145 million in the 1995 third quarter includes $91 million of net equity investment securities gains and $35 million of revenue associated with hedging anticipated foreign currency revenues and expenses. Other revenue of $226 million in the 1994 third quarter includes net equity investment securities gains of $148 million and $54 million related to the sale of the firm's domestic corporate trust business. For the nine months ended September 30, 1995, Other revenue of $461 million primarily includes net equity investment securities gains of $386 million. Other revenue of $583 million for the nine months ended September 30, 1994, primarily includes net equity investment securities gains of $509 million. 11. INCOME TAXES Income tax expense in the 1995 third quarter reflects a 32% effective tax rate, compared to a 33% effective tax rate in the 1994 third quarter. For the nine months ended September 30, 1995, the effective tax rate was 33% versus 35% for the comparable 1994 period. Income tax benefit related to net investment securities losses was approximately $9 million and $11 million for the three months ended September 30, 1995 and 1994, respectively, computed at a rate of approximately 41%. For the nine months ended September 30, 1995 and 1994, income tax expense related to net investment securities gains was approximately $8 million and $41 million, respectively, computed at a rate of approximately 41%. The valuation allowance to reduce deferred tax assets to the amount expected to be realized totaled $140 million at December 31, 1994. The valuation allowance is primarily related to the ability to recognize tax benefits associated with foreign operations. The balance of the valuation allowance has not changed materially since December 31, 1994. 12. COMMITMENTS AND CONTINGENT LIABILITIES Excluding mortgaged properties, assets carried at approximately $57.7 billion in the consolidated balance sheet at September 30, 1995, were pledged as collateral for borrowings, to qualify for fiduciary powers, to secure public monies as required by law, and for other purposes. 18 13. EARNINGS PER COMMON SHARE In the calculation of primary and fully diluted earnings per common share, net income is adjusted by adding back to net income the interest expense on convertible debentures and the expense related to dividend equivalents on certain deferred incentive compensation awards, net of the related income tax effects, and deducting the preferred stock dividends. Primary and fully diluted earnings per common share are computed by dividing income components by the weighted-average number of common and common equivalent shares outstanding during the period. For the primary earnings per share calculation, the weighted-average number of common and common equivalent shares outstanding includes the average number of shares of common stock outstanding, the average number of shares issuable upon conversion of convertible debentures, and the average number of shares issuable under employee benefit plans that have a dilutive effect. The weighted-average number of common and common equivalent shares outstanding, assuming full dilution, includes the average number of shares of common stock outstanding, the average number of shares issuable upon conversion of convertible debentures, and the average number of shares issuable under various employee benefit plans. The maximum dilutive effect is computed using the period-end market price of J.P. Morgan common stock, if it is higher than the average market price used in calculating primary earnings per share. Third quarter Dollars in millions 1995 1994 _____________________________________________________________________________ __ Adjusted net income $ 356 $ 323 Primary earnings per share: Weighted-average number of common and common equivalent shares outstanding during the period 199,300,749 198,193,98 2 Fully diluted earnings per share: Weighted-average number of common and common equivalent shares outstanding during the period 200,069,670 198,194,82 5 _____________________________________________________________________________ __ Nine months Dollars in millions 1995 1994 _____________________________________________________________________________ __ Adjusted net income $ 915 $ 1,009 Primary earnings per share: Weighted-average number of common and common equivalent shares outstanding during the period 198,179,495 200,009,06 7 Fully diluted earnings per share: Weighted-average number of common and common equivalent shares outstanding during the period 200,232,610 200,009,40 1 ______________________________________________________________________________ _ 19 PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL HIGHLIGHTS J.P. Morgan & Co. Incorporated reported net income of $360 million in the third quarter of 1995, up 10% from the third quarter of 1994 and 14% higher than in the second quarter of this year. Third quarter earnings per share were $1.78 versus $1.63 a year earlier and $1.56 in the 1995 second quarter. Net income for the first nine months of 1995 totaled $930 million, compared with $1.022 billion in the first nine months of 1994. Nine-month net income for 1995 includes a first quarter special charge of $55 million ($33 million after tax, or $0.17 a share) primarily related to severance. Nine-month earnings per share were $4.62 versus $5.05 a year ago. THIRD QUARTER RESULTS AT A GLANCE In millions of dollars, except per share data Second Third quarter quarter 1995 1994 1995 ___________________________________________________________________________ __ << CC >> Revenues $1,549 $1,432 $1,449 Operating expenses (1,022) (941) (984) Income taxes (167) (164) (150) ____________________________________________________________________________ __ Net income $ 360 $ 327 $ 315 Net income per share $ 1.78 $ 1.63 $ 1.56 ____________________________________________________________________________ __ Dividends declared per $ 0.75 $ 0.68 $ 0.75 share ____________________________________________________________________________ __ REVENUES in the third quarter rose 8% from a year earlier on improved results in trading, advisory, and underwriting activities: -Combined trading and related net interest revenue advanced 20% to $425 million from a year ago on strong client volumes in favorable market conditions. -Corporate finance revenue was up 81% to $195 million. Securities underwriting revenue more than tripled from a year ago. Advisory and syndication fees were up 44%. -Investment management fees rose 13% to $150 million, while credit- related fees declined from a year earlier. -Net equity investment securities gains were $91 million in the third quarter versus $148 million in the corresponding 1994 quarter. OPERATING EXPENSES rose 9% from a year ago and were up 4% from the second quarter of 1995. As previously reported, J.P. Morgan has agreed to sell its U.S., U.K., and global securities custody businesses, its local custody and securities clearing businesses in Continental Europe, and its U.S. commercial paper issuing and paying agency business. The firm also announced that it would outsource certain cash and check-processing services. These activities, which represented approximately 5% of consolidated total revenue for the nine month period ended September 30, 1995, are expected to produce a net gain, to be recorded over time, and are expected to have no material effect on J.P. Morgan's ongoing consolidated results. 20 BUSINESS SECTOR RESULTS The firm reports financial results for five business sectors. Three are oriented toward client services: Asset Management and Servicing, Finance and Advisory, and Sales and Trading. The Equity Investments sector comprises management of the firm's own portfolio of equity securities. The Asset and Liability Management sector covers the management of the firm's overall interest rate exposure. These five sectors generally reflect the way we operate but do not correspond exactly with the firm's organizational structure. Presented below are the summary results for each sector for the three months ended September 30, 1995 and 1994 and the nine months ended September 30, 1995 and 1994. Asset Asset Manageme nt Finance Sales Equity and and and and Invest-Liability Corporat Consoli- e In millions Servicin Advisor Tradin ments Managemen Items dated g y g t ________________________________________________________________________________ __ _______ Third quarter 1995 Total $414 $453 $431 $102 $244 ($95) $1,549 revenue Total 357 312 312 6 27 8 1,022 expenses ________________________________________________________________________________ __ _______ Pretax 57 141 119 96 217 (103) 527 income ________________________________________________________________________________ __ _______ Third quarter 1994 Total 404 338 412 171 225 (118) 1,432 revenue Total 326 277 289 6 24 19 941 expenses ________________________________________________________________________________ __ _______ Pretax 78 61 123 165 201 (137) 491 income ________________________________________________________________________________ __ _______ Nine months 1995 Total 1,242 1,140 1,160 426 774 (356) 4,386 revenue Total 1,028 877 896 18 75 114 3,008 expenses ________________________________________________________________________________ _ ________ Pretax 214 263 264 408 699 (470) 1,378 income ________________________________________________________________________________ _ ________ Nine months 1994 Total 1,262 893 1,010 545 722 (143) 4,289 revenue Total 938 794 835 18 70 74 2,729 expenses ________________________________________________________________________________ _ ________ Pretax income 324 99 175 527 652 (217) 1,560 ________________________________________________________________________________ _ ________ Notes: (1) The firm's management reporting system and policies were used to determine the revenues and expenses directly attributable to each sector on a taxable-equivalent basis. In addition, earnings on stockholders' equity and certain overhead expenses not allocated for management reporting purposes were allocated to each business sector. Earnings on stockholders' equity were allocated based on management's assessment of the inherent risk of each sector. Overhead expenses were allocated based primarily on staff levels and represent costs associated with various support functions that exist for the benefit of the firm as a whole. (2) In the three months ended September 30, 1995 and 1994, $167 million and $164 million, respectively, related to income taxes were not allocated to the business sectors. In the nine months ended September 30, 1995 and 1994, $448 million and $538 million respectively, related to income taxes were not allocated to the business sectors. 21 Asset Management and Servicing The Asset Management and Servicing sector recorded pretax income of $57 million in the third quarter of 1995 compared with $78 million in the year-earlier period, a decrease of $21 million or 27%. Revenues increased 2% to $414 million in the third quarter of 1995 compared with $404 million. Revenues from asset management activities increased reflecting an increase in assets under management, primarily from net new business, while revenues from securities-related services declined. Expenses associated with the Asset Management and Servicing sector were $357 million in the third quarter of 1995 compared with $326 million in the third quarter of 1994. The 10% increase in expenses primarily relates to higher employee compensation and benefits mainly due to an increase in staff levels. Revenues of $1,242 million for the nine month period ended September 30, 1995, decreased $20 million from 1994. Expenses for the nine month period ended September 30, 1995, increased 10% from 1994 to $1,028 million. As previously reported, J.P. Morgan agreed to sell its U.S., U.K., and global securities custody businesses, its local custody and securities clearing businesses in Continental Europe, and its U.S. commercial paper issuing and paying agency business. J.P. Morgan also announced that it would outsource certain cash and check-processing services. The moves reflect a sharpening of the firm's strategic focus on core global banking activities. These activities represented approximately 20% of the Asset Management and Servicing sector revenues for the nine month period ended September 30, 1995. We will continue to provide operational services that complement our core global banking activities, such as the administration of American and other depositary receipts as well as U.S. money transfer, and global trust and agency services. J.P. Morgan's role as operator of the Euroclear System, the world's largest clearance and settlement system for internationally traded securities, will not be affected by these actions. Finance and Advisory The Finance and Advisory sector recorded pretax income of $141 million in the third quarter compared with $61 million a year ago. Total revenue in the third quarter increased 34% to $453 million from $338 million in the third quarter of 1994 reflecting an increase in corporate finance revenue principally due to higher levels of underwriting, advisory, and loan syndication activities. Higher revenues from equity derivatives trading also contributed to the increase. Expenses in the third quarter for the Finance and Advisory sector were $312 million compared with $277 million in the third quarter of 1994, an increase of 13%, due primarily to higher employee compensation and benefits expense. Revenues for the nine month period ended September 30, 1995, increased $247 million or 28% from 1994. Expenses for the same nine month period increased $83 million or 10%. 22 Sales and Trading The Sales and Trading sector recorded pretax income of $119 million in the third quarter compared with $123 million in 1994. Total revenue in the third quarter of 1995 was $431 million compared with $412 million in the third quarter of 1994. Revenue increased as client demand was strong across a range of the firm's marketmaking activities, particularly foreign exchange and swaps, while revenue from emerging markets declined from an exceptionally strong third quarter in 1994. Total expenses for the Sales and Trading sector of $312 million increased $23 million or 8% from the third quarter of 1994 due to higher employee compensation and benefits expense. Total revenue of $1,160 million for the nine months ended September 30, 1995, increased 15% or $150 million from 1994. Total expenses increased $61 million or 7% from last year. Equity Investments Equity Investments recorded pretax income of $96 million in the third quarter of 1995 compared with $165 million in the third quarter of 1994. Total revenue was $102 million, compared with $171 million in the third quarter of 1994. The 1995 third quarter reflected net equity investment securities gains of $91 million versus $148 million in the year-earlier quarter. Total revenue for the nine month period was $426 million compared with $545 million in 1994. Net unrealized appreciation on the combined portfolio of marketable and nonmarketable equity investment securities was $516 million, compared with $553 million at June 30, 1995. The results of the Equity Investment portfolio are also evaluated on an economic basis using total return. In the third quarter of 1995, total return was $65 million. Total return for the nine months ended September 30, 1995, was $270 million. As our investment strategy covers a longer-term horizon, total return viewed over short periods will reflect the impact of short-term market movements, including industry specific events. Asset and Liability Management Asset and Liability Management recorded pretax income of $217 million in the third quarter of 1995 compared with $201 million in the same period a year ago. Total revenue, which primarily includes net interest revenue and net investment securities gains, was $244 million and $225 million for the third quarter of 1995 and 1994 respectively. Total revenue increased $52 million to $774 million for the nine month period ended September 30, 1995. Total unrealized appreciation on asset and liability management financial instruments, principally risk adjusting swaps and debt investment securities, was $644 million at September 30, 1995, and $701 million at June 30, 1995. As our objective in Asset and Liability Management is to create longer- term value through the management of interest rate risk related to J.P. Morgan's assets, liabilities, and off-balance-sheet activities, the performance of the Asset and Liability Management sector, similar to that of the Equity Investments sector, is evaluated on an economic basis using total return. Total return in the third quarter of 1995 was $187 million. Total return for the nine month period ended September 30, 1995 was $346 million. During the twelve months ended September 30, 1995, monthly value at risk averaged approximately $88 million and ranged from approximately $70 million to $111 million. (This equates to average daily earnings at risk of approximately $19 million and a range of approximately $15 million to $24 million.) Total return was within the bands of monthly value at risk in all but one month during the past twelve months, consistent with statistical expectations. 23 Corporate Items Corporate Items consists of intercompany eliminations, the taxable equivalent adjustment, which is calculated to gross-up tax exempt interest on a taxable basis, and certain revenue and expense items that have not been allocated to the sectors. Because of the nature of these items, revenues and expenses will vary from period to period. Corporate Items in the third quarter of 1995 consisted primarily of intercompany eliminations and the taxable equivalent adjustment of $27 million. Corporate Items for the third quarter of 1994 included intercompany eliminations, $54 million related to the sale of the firm's domestic corporate trust business and the taxable equivalent adjustment of $30 million. Corporate Items for the nine months of 1995 consisted primarily of intercompany eliminations, the taxable equivalent adjustment of $83 million, a $55 million charge related primarily to severance, and other items not allocated to sectors. 24 FINANCIAL STATEMENT ANALYSIS REVENUES Revenues totaled $1.549 billion in the third quarter of 1995, up 8% from $1.432 billion a year earlier. Net interest revenue declined 4% to $507 million from the third quarter of 1994, primarily as a result of lower trading-related net interest revenue from debt instruments. Net interest revenue for the first nine months of 1995 was $1.515 billion compared with $1.463 billion earned in the first nine months of 1994. The 1994 nine-month period included $116 million related to past-due interest on Brazilian and Argentine assets and interest on income tax refunds. Excluding these items, net interest revenue increased 12% from the first nine months of 1994. The following table provides J.P. Morgan's interest-rate-sensitivity gap at September 30, 1995, including the asset and liability interest-rate- sensitivity gap and the effect of derivatives on the gap. The resulting interest-ratesensitivity gap is presented by U.S. dollar and non-U.S. dollar currency components and reflects J.P. Morgan's market outlook at September 30, 1995. Significant variances in interest rate sensitivity may exist at other dates not presented in the table. Amounts in parentheses reflect liability sensitive positions. By repricing or maturity dates ______________________________________________________________________________ __ ________________ ___ After After After six one five months year years but but Within within within In millions six one year five months ______________________________________________________________________________ __ ________________ ___ SEPTEMBER 30, 1995 Asset and liability interest- rate-sensitivity gap $3,929 ($732) ($3,204) $10,31 2 Derivatives affecting interest rate sensitivity 1,351 958 3,209 (5,518 ) ______________________________________________________________________________ __ ________________ ___ Interest-rate-sensitivity gap 226 5 4,794 5,280 (a) ______________________________________________________________________________ __ ________________ ___ (a) Components of interest- rate- sensitivity gap: U.S. dollar 5,682 (4,864) 4,196 4,870 Non-U.S. dollar* (5,456) 4,869 598 410 ______________________________________________________________________________ __ __________ Total 226 5 4,794 5,280 ______________________________________________________________________________ __ __________ * Primarily yen, deutsche mark, French franc, Belgian franc, and sterling positions. 25 Trading revenue increased 41% to $399 million from the third quarter of 1994. In the first nine months of 1995 trading revenue was $1.007 billion, compared with $866 million in the same 1994 period. Reported trading revenue does not include net interest revenue associated with trading activities, which was $26 million in the third quarter of 1995 and $73 million in the third quarter of 1994. Trading-related net interest revenue for the first nine months of 1995 was $115 million compared with $192 million in the same 1994 period. The following presents an analysis of trading results, including the related amount of net interest revenue, in the principal markets in which we participate, for the three months and nine months ended September 30, 1995 and 1994. Foreign Swaps and exchange other spot and Equities interest Debt option and rate In millions contracts instrumen contract commoditi Total ts s es ______________________________________________________________________________ __ __ THIRD QUARTER 1995 Trading revenue $159 $110 $48 $82 $399 Net interest (3) 40 1 (12) 26 revenue ______________________________________________________________________________ __ __ Combined total 156 150 49 70 425 ______________________________________________________________________________ __ __ THIRD QUARTER 1994 Trading revenue 127 80 16 59 282 Net interest revenue (7) 80 10 (10) 73 (a) ______________________________________________________________________________ __ __ Combined total 120 160 26 49 355 ______________________________________________________________________________ __ __ NINE MONTHS 1995 Trading revenue 335 277 142 253 1,007 Net interest 10 171 (1) (65) 115 revenue ______________________________________________________________________________ __ __ Combined total 345 448 141 188 1,122 ______________________________________________________________________________ __ __ NINE MONTHS 1994 Trading revenue 519 113 53 181 866 Net interest 8 224 - (40) 192 revenue (a) ______________________________________________________________________________ __ __ Combined total 527 337 53 141 1,058 ______________________________________________________________________________ __ __ (a) Certain prior-year amounts have been reclassified to conform with 1995 classifications. 26 Client demand was strong across the range of the firm's market-making activities. Combined trading and related net interest revenue rose 20% to $425 million from a year earlier. Combined revenue from swaps and other interest rate contracts increased $36 million to $156 million. Combined revenue from foreign exchange trading totaled $49 million, up $23 million from a year earlier. Combined revenue from equities and commodities trading was $70 million, an increase of $21 million, primarily from equity derivatives. Debt instrument trading produced combined revenue of $150 million versus $160 million a year earlier. Combined trading and related net interest revenue for the first nine months of 1995 was $1.122 billion, compared with $1.058 billion in the same period in 1994. Market risk profile J.P. Morgan employs a value at risk methodology to estimate the potential losses that could arise from adverse changes in market conditions within a 95% confidence interval, referred to as "Daily Earnings at Risk" (DEaR). The DEaR estimate for our combined trading activities averaged approximately $18 million for the twelve-month period ended September 30, 1995, and ranged from approximately $11 million to $31 million. Daily combined trading-related revenue averaged $6.6 million during the twelve-month period ended September 30, 1995. The frequency distribution of daily revenues around this average was consistent with our related DEaR estimates. Corporate finance revenue rose 81% to $195 million in the third quarter from the year-earlier quarter. Underwriting revenue recorded a threefold increase to $71 million, reflecting debt and equity capital-raising activity for a broad range of clients. Advisory and syndication fees increased 44% to $124 million as levels of merger and acquisition activity increased. Corporate finance revenue for the first nine months of 1995 was $426 million, compared with $312 million for the first nine months of 1994. Underwriting revenue for the first nine months of 1995 was $134 million versus $92 million in the comparable 1994 period. Credit-related fees were $38 million in the third quarter, 22% lower than in the third quarter of 1994, primarily because of lower securities lending revenue. In the first nine months of this year, credit-related fees were $122 million compared with $160 million in the same period of 1994. Investment management fees increased 13% to $150 million from a year earlier, reflecting an increase in assets under management, primarily from net new business. The nine-month total increased 8% to $418 million. 27 Operational service fees in the third quarter totaled $137 million, relatively unchanged from a year ago. For the first nine months of 1995, operational service fees were $417 million, versus $419 million in the 1994 period. Net investment securities losses were $22 million in the third quarter. In the year-earlier quarter, net investment securities losses were $27 million. For the 1995 nine-month period, net investment securities gains were $20 million, versus $99 million in the first nine months of 1994. Other revenue was $145 million in the third quarter, compared with $226 million in the 1994 third quarter. The 1995 third quarter reflected net equity investment securities gains of $91 million, versus $148 million in the yearearlier quarter. Also included in the third quarter of 1995 was $35 million of revenue associated with hedging anticipated foreign currency revenues and expenses. The 1994 third quarter included $54 million related to the sale of the firm's domestic corporate trust business. For the first nine months of 1995, other revenue was $461 million, versus $583 million in the comparable 1994 period. Net equity investment securities gains in the first nine months of 1995 were $386 million, compared with $509 million for the first nine months of 1994. OPERATING EXPENSES Operating expenses were $1.022 billion in the third quarter of 1995, 9% higher than a year earlier. The weakening in the dollar's value accounted for two percentage points of the increase. Employee compensation and benefits expense rose, primarily due to higher incentive compensation accruals linked to improved earnings and to higher severance costs. Operating expenses in the third quarter were 4% higher than in the second quarter, mostly related to higher incentive compensation accruals. Expenses other than employee compensation and benefits were essentially unchanged. At September 30, 1995, staff totaled 16,394 employees compared with 17,055 employees at December 31, 1994. Operating expenses in the first nine months of 1995 were $3.008 billion compared with $2.729 billion in the comparable 1994 period. Excluding the $55 million special charge in the first quarter, operating expenses rose 8% from the comparable 1994 period. Income tax expense of $167 million in the third quarter reflects an effective tax rate of 32%, compared with an effective tax rate of 33% in the third quarter of 1994. For the nine months ended September 30, 1995, the effective tax rate was 33% versus 35% for the comparable 1994 period. ASSETS Total assets were $178 billion at September 30, 1995, compared with $167 billion at June 30, 1995. Nonperforming assets at September 30, 1995, were $188 million, compared with $187 million at June 30, 1995. No provision for credit losses was deemed necessary in the 1995 third quarter. The allowance for credit losses was $1.132 billion at September 30, 1995. 28 FOREIGN-COUNTRY-RELATED OUTSTANDINGS Foreign-country-related outstandings represent outstandings to foreign borrowers that are denominated in U.S. dollars or currencies other than the borrower's local currency or, in the case of a guarantee, other than the guarantor's local currency. Countries in which J.P. Morgan's outstandings exceeded 1.0% of total assets at September 30, 1995, are listed in the following table. Outstandings include loans, interest-earning deposits with banks, investment securities, customers' acceptance liability, securities purchased under agreements to resell, trading account securities, accrued interest, and other monetary assets. Outstandings generally are distributed according to the location of the borrower. In the case of guaranteed outstandings or when tangible, liquid collateral is held and realizable outside the obligor's country, distribution is generally made according to the location of the guarantor or the location where the collateral is held and realizable. In millions Cross-border outstandings (a) _________________________________________________________________________ _ United Kingdom $7,064 France 3,442 _________________________________________________________________________ _ At September 30, 1995, Switzerland's cross-border outstandings were $1,730 million, between 0.75% and 1.0% of total assets. (a) Mexican cross-border outstandings at September 30, 1995, were $1,258 million, less than 0.75% of total assets. Not included in Mexican cross- border outstandings are United Mexican States (UMS) bonds, substantially all of which have been sold forward, that are collateralized by U.S. Treasury securities. If the book value of these bonds, which is discussed below, had been included, total Mexican cross-border outstandings would have exceeded 1.0% of total assets at September 30, 1995. The UMS bonds are collateralized as to principal by zero-coupon U.S. Treasury securities with face value equal to the face value of the underlying bonds. The collateral, which will become available when the UMS bonds mature, is pledged to the holders of the bonds and is held by the Federal Reserve Bank of New York. U.S. Treasury In millions UMS bonds collateral _____________________________________________________________ Book Face Market Fair value value value value ______________________________________________________________________________ __ ________________ __ SEPTEMBER 30, 1995 Due in 2008 $832 $857 $761 $382 Due in 2019 619 724 500 187 ______________________________________________________________________________ __ __ 29 CAPITAL September June 30 December September 30 31 30 Dollars in billions 1995 1995 1994 1994 ________________________________________________________________________________ __ ____________ Total stockholders' $ 10.1 $ 9.9 $ 9.6 $ 9.7 equity Annualized rate of return on average common % stockholders' equity (a) (b) % % % 14.9 13.4 8.1 13.9 As percent of period-end total assets: Common equity 5.4 5.6 5.9 6.0 Total equity 5.7 5.9 6.2 6.3 Book value per common $49.36 $48.14 $46.73 $47.36 share (c) Risk-based capital: Tier 1 risk-based capital $ 8.8 $ 8.6 $ 8.3 $ 8.1 Total risk-based capital 13.0 12.7 12.2 12.0 Risk adjusted assets 103.8 99.0 86.2 84.5 Capital ratios: J.P. Morgan Tier 1 ratio 8.5 % 8.7 %9.6 % % 9.8 Total ratio 12.5 12.8 14.2 14.7 Leverage ratio 6.3 6.0 6.5 6.5 Morgan Guaranty Trust Company of New York Tier 1 ratio 8.2 % 8.3 %9.7 % 9.6 % Total ratio 10.6 10.7 12.6 12.7 Leverage ratio 5.7 5.2 5.5 5.6 ______________________________________________________________________________ __ _______________________ (a) Represents the annualized rate of return on average common stockholders' equity for the three months ended September 30, 1995, June 30, 1995, December 31, 1994, and September 30, 1994. Excluding the impact of SFAS No. 115, the annualized rate of return on average common stockholders' equity would have been 15.6%, 14.1%, 8.6% and 15.0% for the three months ended September 30, 1995, June 30, 1995, December 31, 1994, and September 30, 1994, respectively. (b) The annualized rate of return on average common stockholders' equity for the nine months ended September 30, 1995 and 1994 was 13.2% and 14.5%, respectively. Excluding the impact of SFAS No. 115, the annualized rate of return on average common stockholders' equity would have been 13.8% and 16.1% for the nine months ended September 30, 1995 and 1994, respectively. (c) Excluding the impact of SFAS No. 115, the book value per common share would have been $46.82, $45.78, $44.39 and $44.21 for the three months ended September 30, 1995, June 30, 1995, December 31, 1994, and September 30, 1994, respectively. 30 J.P. Morgan's risk-based capital and leverage ratios remain well above the minimum standards set by the Federal Reserve Board. In accordance with the Federal Reserve Board guidelines, the risk-based capital and leverage ratios exclude the equity, assets and off-balance-sheet exposures of J.P. Morgan Securities, Inc. and the effect of SFAS No. 115. At September 30, 1995, stockholders' equity included approximately $495 million of net unrealized appreciation on debt investment and marketable equity investment securities, net the related deferred tax liability of $309 million. This compares with $459 million of net unrealized appreciation at June 30, 1995. The unrealized appreciation on debt investment securities was $357 million and $283 million at September 30, 1995, and at June 30, 1995, respectively. The unrealized appreciation on marketable equity investment securities was $447 million at September 30, 1995, and $463 million at June 30, 1995. 31 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS J.P. Morgan & Co. Incorporated ________________________________________________________________________________ __ _____________ Dollars in millions, Three months ended interest and average rates _______________________________________________ _________ on a taxable-equivalent basis September 30, 1995 September 30, 1994 _______________________________________________ _________ Averag Averag Averag Averag e e e e balanc Interes rate balanc Intere rate e t e st _______________________________________________ _________ ASSETS Interest-earning deposits with % banks, mainly in offices outside the U.S. $ $ % $ $ 1,316 31 9.35 2,335 50 8.50 Debt investment securities in offices in the U.S. (a): U.S. Treasury 2,179 36 6.55 1,057 17 6.38 U.S. state and political subdivision 1,916 56 11.60 2,201 66 11.90 Other 14,042 245 6.92 11,508 169 5.83 Debt investment securities in offices outside the U.S. (a) 3,405 62 7.22 5,493 98 7.08 Trading account assets: In offices in the U.S. 12,231 196 6.36 15,071 249 6.55 In offices outside the U.S. 24,779 540 8.65 21,407 461 8.54 Securities purchased under agreements to resell and federal funds sold, mainly in offices in the U.S. 31,721 500 6.25 29,326 404 5.47 Securities borrowed in offices in the U.S. 14,350 203 5.61 15,763 160 4.03 Loans: In offices in the U.S. 6,364 109 6.80 7,689 117 6.04 In offices outside the U.S. 17,413 302 6.88 15,759 248 6.24 Other interest-earning assets (b): In offices in the U.S. 739 53 * 1,082 78 * In offices outside the U.S. 1,968 147 * 456 55 * _________________________________________________________________________________ __ _____________ Total interest-earning assets 132,42 2,480 7.43 129,14 2,172 6.67 3 7 Allowance for credit losses (1,132 (1,140 ) ) Cash and due from banks 1,809 1,740 Other noninterest-earning 40,914 40,520 assets _________________________________________________________________________________ __ ______________ Total assets 174,01 170,26 4 7 _________________________________________________________________________________ __ _____________ Interest and average rates applying to the following asset categories have been adjusted to a taxable-equivalent basis: Debt investment securities in offices in the U.S., Trading account assets in offices in the U.S., and Loans in offices in the U.S. The applicable tax rate used to determine these adjustments was approximately 41% for the three months ended September 30, 1995 and 1994. (a) For the three months ended September 30, 1995 and 1994, average debt investment securities are computed based on historical amortized cost, excluding the effects of SFAS No. 115 adjustments. (b) Interest revenue includes the effect of certain off-balance-sheet transactions. * Not meaningful 32 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS J.P. Morgan & Co. Incorporated _____________________________________________________________________________ _______________ Dollars in millions, Three months ended interest and average rates ______________________________________________ _________ on a taxable-equivalent basis September 30, 1995 September 30, 1994 ____________________________________________ __ _________ Averag Averag Averag Averag e e e e balanc Intere rate balanc Intere rate e st e st ____________________________________________ __ _________ LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing deposits: In offices in the U.S. $ $ 24 4.63 % $ $ 25 4.72 % 2,056 2,103 In offices outside the 38,763 595 6.09 39,770 492 4.91 U.S. Trading account liabilities: In offices in the U.S. 5,329 90 6.70 8,102 131 6.41 In offices outside the 11,550 215 7.39 10,346 202 7.75 U.S. Securities sold under agreements to repurchase and federal funds purchased, mainly in offices in the U.S. 42,623 633 5.89 42,309 501 4.70 Commercial paper, mainly in offices in the U.S. 2,583 40 6.14 4,615 54 4.64 Other interest-bearing liabilities: In offices in the U.S. 10,193 158 6.15 8,044 100 4.93 In offices outside the 1,702 40 9.32 2,201 36 6.49 U.S. Long-term debt, mainly in offices in the 9,643 151 6.18 5,976 75 4.98 U.S. _____________________________________________________________________________ _______________ Total interest-bearing 124,4 1,946 6.20 123,46 1,616 5.19 liabilities 42 6 Noninterest-bearing deposits: In offices in the U.S. 3,355 3,550 In offices outside the 1,597 1,163 U.S. Other noninterest-bearing liabilities 34,66 32,372 1 ___________________________________________________________________________ __ _______________ Total liabilities 164,05 160,55 5 1 Stockholders' equity 9,959 9,716 _____________________________________________________________________________ _______________ Total liabilities and stockholders' equity 174,01 170,26 4 7 Net yield on interest-earning 1.60 1.71 assets _____________________________________________________________________________ _______________ Net interest earnings 534 556 _____________________________________________________________________________ _______________ 33 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS J.P. Morgan & Co. Incorporated ___________________________________________________________________________ __ _______________ Dollars in millions, Nine months ended interest and average rates ______________________________________________ _________ on a taxable-equivalent basis September 30, 1995 September 30, 1994 ______________________________________________ _________ Averag Averag Averag Averag e e e e balanc Intere rate balanc Intere rate e st e st ______________________________________________ _________ ASSETS Interest-earning deposits with banks, mainly in offices % outside the U.S. $ $ % $ $ 1,743 134 10.28 2,310 145 8.39 Debt investment securities in offices in the U.S. (a): U.S. Treasury 2,228 107 6.42 1,264 55 5.82 U.S. state and political subdivision 2,043 185 12.11 2,219 201 12.11 Other 12,887 690 7.16 10,214 387 5.07 Debt investment securities in offices outside the U.S. (a) 4,478 233 6.96 6,260 318 6.79 Trading account assets: In offices in the U.S. 12,652 640 6.76 14,463 682 6.30 In offices outside the 25,425 1,710 8.99 23,220 1,303 7.50 U.S. Securities purchased under agreements to resell and federal funds sold, mainly in offices in the U.S. 30,069 1,355 6.02 32,515 1,151 4.73 Securities borrowed in offices in the U.S. 14,186 604 5.69 15,248 411 3.60 Loans: In offices in the U.S. 6,684 355 7.10 7,926 322 5.43 In offices outside the 17,345 915 7.05 16,222 726 5.98 U.S. Other interest-earning assets (b): In offices in the U.S. 1,295 211 * 868 164 * In offices outside the 1,220 272 * 658 234 * U.S. _____________________________________________________________________________ ______________ Total interest-earning assets 132,25 7,411 7.49 133,38 6,099 6.11 5 7 Allowance for credit losses (1,132 (1,146 ) ) Cash and due from banks 1,827 1,822 Other noninterest-earning 41,781 39,139 assets _____________________________________________________________________________ _______________ Total assets 174,73 173,20 1 2 _____________________________________________________________________________ _______________ Interest and average rates applying to the following asset categories have been adjusted to a taxable-equivalent basis: Debt investment securities in offices in the U.S., Trading account assets in offices in the U.S., and Loans in offices in the U.S. The applicable tax rate used to determine these adjustments was approximately 41% for the nine months ended September 30, 1995 and 1994. (a) For the nine months ended September 30, 1995 and 1994, average debt investment securities are computed based on historical amortized cost, excluding the effects of SFAS No. 115 adjustments. (b) Interest revenue includes the effect of certain off-balance-sheet transactions. * Not meaningful 34 CONSOLIDATED AVERAGE BALANCES AND NET INTEREST EARNINGS J.P. Morgan & Co. Incorporated ______________________________________________________________________________ _ _____________ Dollars in millions, Nine months ended interest and average rates ______________________________________________ _________ on a taxable-equivalent basis September 30, 1995 September 30, 1994 ______________________________________________ _________ Averag Averag Averag Averag e e e e Intere Intere balanc st rate balanc st rate e e ______________________________________________ _________ LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing deposits: In offices in the U.S. $ $ 76 4.83 % $ $ 78 4.61 % 2,104 2,261 In offices outside the 41,009 1,778 5.80 36,526 1,308 4.79 U.S. Trading account liabilities: In offices in the U.S. 6,527 339 6.94 7,801 357 6.12 In offices outside the 11,691 727 8.31 10,336 537 6.95 U.S. Securities sold under agreements to repurchase and federal funds purchased, mainly in offices in the U.S. 41,836 1,833 5.86 49,547 1,604 4.33 Commercial paper, mainly in offices in the U.S. 2,598 119 6.12 4,205 127 4.04 Other interest-bearing liabilities: In offices in the U.S. 9,664 449 6.21 7,769 241 4.15 In offices outside the 1,974 85 5.76 2,426 100 5.51 U.S. Long-term debt, mainly in offices in the 8,545 407 6.36 5,667 195 4.60 U.S. ______________________________________________________________________________ _ _____________ Total interest-bearing 125,948 5,813 6.17 126,53 4,547 4.80 liabilities 8 Noninterest-bearing deposits: In offices in the U.S. 3,346 3,965 In offices outside the 1,366 1,484 U.S. Other noninterest-bearing liabilities 34,312 31,420 ______________________________________________________________________________ _ _____________ Total liabilities 164,972 163,4 07 Stockholders' equity 9,759 9,795 ______________________________________________________________________________ _ _____________ Total liabilities and stockholders' equity 174,731 173,20 2 Net yield on interest-earning 1.62 1.56 assets ______________________________________________________________________________ _ _____________ Net interest earnings 1,598 1,552 ______________________________________________________________________________ _ _____________ 35 ASSET AND LIABILITY MANAGEMENT DERIVATIVES The objective of asset and liability management is to create longer-term value through the management of interest rate risk related to J.P. Morgan's assets, liabilities, and off-balance-sheet activities. J.P. Morgan utilizes a variety of financial instruments, including derivatives, in an integrated manner to achieve these objectives. Additional information on asset and liability management derivatives, primarily interest rate swaps, is provided below. For more information about asset and liability management activities, see Note 7 to the financial statements, Off-balance-sheet financial instruments. The table below summarizes maturities and weighted-average interest rates to be received and paid on U.S. dollar and non-U.S. dollar asset and liability management interest rate swaps at September 30, 1995. The majority of asset and liability management interest rate swaps, as presented below, are risk- adjusting swaps. Also included in the table are swaps designated as hedges or used to modify the interest rate characteristics of assets and liabilities. Variable rates presented are generally based on the London Interbank Offered Rate (LIBOR) in effect at September 30, 1995, and reset at predetermined dates. The table was prepared under the assumption that these variable interest rates remain constant. The variable interest rates to be received or paid will change to the extent that rates fluctuate. Such changes may be substantial. Not included in the table below are other derivatives used for asset and liability management purposes, such as currency swaps, basis swaps, foreign exchange contracts, interest rate futures, forward rate agreements, debt securities forwards, and purchased options, totaling $39.0 billion at September 30, 1995. The contractual maturities of these derivative contracts are primarily less than one year. 36 By expected maturities _____________________________________________________________________________ _ ________________ After After After After one two three four year years years years but but but but Withi withi withi withi withi After Dollars in billions n one n n n n five year two three four five years Tota l ______________________________________________________________________________ _ _______________ INTEREST RATE SWAPS - - U.S. DOLLAR Receive fixed swaps Notional amount $19.3 $13.8 $5.0 $2.8 $3.6 $7.5 $52. 0 Weighted average: Receive rate 6.3 % 6.9 % 7.2 % 7.7 % 6.9 % 7.1 % 6.8 % Pay rate 5.9 6.1 5.9 5.9 5.9 5.9 5.9 Pay fixed swaps Notional amount $18.7 $13.7 $10.2 $2.2 $4.9 $6.7 $56. 4 Weighted average: Receive rate 5.9 % 6.0 % 5.9 % 5.9 % 5.9 % 6.0 % 5.9 % Pay rate 5.6 6.6 6.1 6.7 6.4 7.3 6.3 INTEREST RATE SWAPS - - NON-U.S. DOLLAR Receive fixed swaps Notional amount $32.4 $21.6 $11.4 $8.7 $5.4 $7.4 $86. 9 Weighted average: Receive rate 5.9 % 6.9 % 6.7 % 6.0 % 7.1 % 7.2 % 6.4 % Pay rate 4.2 5.2 4.8 3.9 5.4 5.3 4.7 Pay fixed swaps Notional amount $23.6 $22.2 $11.0 $8.8 $5.0 $7.4 $78. 0 Weighted average: Receive rate 4.7 % 5.3 % 4.7 % 4.0 % 5.4 % 5.5 % 4.9 % Pay rate 6.2 6.6 6.0 5.7 7.3 7.6 6.4 ______________________________________________________________________________ _ _______________ Total notional $94.0 $71.3 $37.6 $22.5 $18.9 $29.0 $273 amount .3 ______________________________________________________________________________ _ _______________ There is $2.6 billion and $4.0 billion of notional amounts related to currency swaps and basis swaps, respectively, not included in the table above. 37 PART II Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 12. Statement re computation of ratios (incorporated by reference to Exhibit 12 to J.P. Morgan's Amendment No. 3 to the Registration Statement on Form S-3, Registration No. 33-55851) 27. Financial data schedule (b) Reports on Form 8-K The following reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended September 30, 1995: July 13, 1995 (Items 5 and 7) Reported the issuance by J.P. Morgan of a press release announcing its earnings for the three-month period ended June 30, 1995. July 18, 1995 (Items 5 and 7) Reported the issuance by J.P. Morgan of a press release announcing the sale of its local custody and securities clearing businesses in Continental Europe. 38 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. (REGISTRANT) J.P. MORGAN & CO. INCORPORATED BY (SIGNATURE) /s/ DAVID H. SIDWELL _______________________________________ (NAME AND TITLE) DAVID H. SIDWELL MANAGING DIRECTOR AND CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) DATE: November 14, 1995 1 LIST OF EXHIBITS EXHIBIT 27. Financial data schedule