1 April 11, 1996 J.P. MORGAN REPORTS 1996 FIRST QUARTER RESULTS J.P. Morgan & Co. Incorporated reported net income of $439 million in the first quarter of 1996, 72% higher than in the first quarter of 1995. Earnings per share for the quarter were $2.13 versus $1.27 a year ago. Last year, first quarter earnings included a charge of $55 million ($33 million after tax), or $0.17 per share, related primarily to severance. Douglas A. Warner III, chairman, said: OGrowing opportunities to put J.P. MorganOs worldwide capabilities to work for clients led to strong first quarter results. Market-making, investment banking, and investment management all produced substantial gains.O FIRST QUARTER RESULTS AT A GLANCE In millions of dollars, Fourth except per share data First quarter quarter 1996 1995 1995 ___________________________________________________________________________ ___ Revenues $ 1,740 $ 1,388 $1,518 Operating expenses (1,085) (1,002) (990) Income taxes (216) (131) (162) ___________________________________________________________________________ ___ Net income $ 439 $ 255 $ 366 Net income per share $2.13 $1.27 $1.80 ___________________________________________________________________________ ___ Dividends declared per share $0.81 $0.75 $0.81 REVENUES rose 25% in the first quarter from a year ago. - Trading revenue more than doubled to $758 million, as increased client activity propelled advances in fixed income and equities. Combined trading and related net interest revenue was up 116% to $788 million. - Investment banking revenue rose 76% to $201 million. - Investment management fees grew 21%. Operational service and credit-related fees were down as a result of the sale of the firmOs custody business in late 1995. - Net interest revenue declined 21% to $396 million. OPERATING EXPENSES were up 8% from a year ago, as incentive compensation accruals for the first quarter increased in line with higher earnings. The remainder of this release contains information on specific areas of results, a financial summary, and the consolidated financial statements. 2 REVENUES Revenues totaled $1.740 billion in the first quarter of 1996, up 25% from $1.388 billion a year earlier. NET INTEREST REVENUE declined 21% to $396 million from the first quarter of 1995, reflecting lower returns from asset and liability management in the United States and a decrease in trading-related net interest revenue. TRADING REVENUE rose to $758 million from $303 million a year earlier. Revenues in both developed and emerging markets were strong and diversified across the range of the firmOs trading products. Reported trading revenue does not include net interest revenue associated with trading activities, which was $30 million in the first quarter of 1996 and $61 million a year ago. Combined trading and related net interest revenue increased to $788 million from $364 million a year earlier. (For details, see the table of combined trading and related net interest revenue by principal product groupings on page 8.) Combined revenue from fixed income rose to $602 million in the first quarter from $123 million in the year-earlier quarter because of strong client demand for swaps as well as government and corporate securities; risk management activity for clients accelerated. Combined revenue from equities doubled to $51 million from $25 million a year earlier, driven by strong demand for equity derivative products. Combined revenue from commodities was $32 million compared with $22 million in the year-earlier quarter. Foreign exchange combined revenue totaled $73 million versus $106 million in the first quarter of 1995. Combined revenue from the firmOs proprietary unit was $30 million compared with $88 million in the first quarter of 1995. INVESTMENT BANKING REVENUE was up 76% to $201 million in the first quarter. Underwriting revenue grew to $65 million from $22 million a year ago, as Morgan raised more debt and equity capital for a broad range of clients. Advisory fees rose to $136 million from $92 million a year earlier, reflecting our growing share of the merger-and-acquisition advisory market. CREDIT-RELATED FEES were $38 million in the first quarter, 12% lower than in the first quarter of 1995 because of the sale of the custody business in 1995. INVESTMENT MANAGEMENT FEES advanced 21% to $157 million from a year ago, as assets under management rose, primarily from net new business. OPERATIONAL SERVICE FEES in the first quarter totaled $113 million, 19% lower than in the 1995 first quarter. Excluding revenues of $33 million associated with the recently sold custody business, operational service fees for the first quarter rose 6% on increased brokerage commissions. NET INVESTMENT SECURITIES GAINS were $12 million in the first quarter, compared with gains of $9 million in the first quarter of 1995. OTHER REVENUE was $65 million in the first quarter, compared with $149 million in the 1995 first quarter. The 1996 first quarter included net equity investment securities gains of $64 million, versus $163 million a year ago. 3 OPERATING EXPENSES Operating expenses were $1.085 billion in the first quarter of 1996, up 8% from a year earlier. Excluding the 1995 first quarter charge and the 1995 expenses associated with the custody business, operating expenses were up 21%. Employee compensation and benefits expense rose, primarily reflecting higher incentive compensation accruals in line with higher earnings. Expenses other than employee compensation and benefits were essentially flat. At March 31, 1996, staff totaled 15,431 employees compared with 16,443 employees at March 31, 1995. Income tax expense of $216 million in the first quarter was based on an effective tax rate of 33% versus 34% in the first quarter of 1995. ASSETS Total assets were $205 billion at March 31, 1996, compared with $185 billion at December 31, 1995, primarily because of an increase in trading- related assets and loans. Nonperforming assets increased by $38 million to $156 million during the first quarter as assets newly classified as nonperforming exceeded charge-offs and repayments. No provision for credit losses was deemed necessary in the 1996 first quarter. The allowance for credit losses was $1.117 billion at March 31, 1996. (For details, see asset quality tables on page 9.) CAPITAL At March 31, 1996, J.P. Morgan's estimated Tier 1 and total risk-based capital ratios were 8.2% and 12.1%, respectively, compared with Tier 1 and total risk-based capital ratios of 8.8% and 13.0%, respectively, at December 31, 1995. The first quarter decreases in the risk-based capital ratios related primarily to the rise in risk-adjusted assets. The March 31, 1996, leverage ratio was 6.2% versus 6.1% at December 31, 1995. At March 31, 1996, stockholders' equity included approximately $470 million of net unrealized appreciation on debt investment and marketable equity investment securities, net the related deferred tax liability of $290 million. Net unrealized appreciation was $566 million at December 31, 1995. The unrealized appreciation on debt investment securities was $331 million and $484 million at March 31, 1996, and December 31, 1995, respectively. The unrealized appreciation on marketable equity investment securities was $429 million and $440 million at March 31, 1996, and December 31, 1995, respectively. During February 1996, J.P. Morgan issued $200 million of perpetual 6 5/8% cumulative preferred stock, series H, with a stated value of $500 per share. These shares are represented by 4 million depositary shares with a stated value of $50 per share, each representing one-tenth of a preferred share. # # # J.P. Morgan is a global banking firm that serves clients with complex financial needs through an integrated range of advisory, financing, trading, investment, and related capabilities. Attached are the financial summary, the financial statements, the combined trading and related net interest revenue table, and the asset quality tables. J.P. Morgan news releases, including quarterly financial results, are available on the Internet (http://www.jpmorgan.com). 4 FINANCIAL SUMMARY J.P. Morgan & Co. Incorporated _________________________________________________________ Dollars in millions, except per share data First quarter Fourth ____________________ quarter ______ 1996 1995 1995 _______________________________________ Net income $439 $255 $366 PER COMMON SHARE Net income (a) $ 2.13 $ 1.27 $ 1.80 Dividends 0.81 0.75 0.81 declared Book value (b) 51.57 47.19 50.71 _________________________________________________________ Weighted- average number of common and common equivalent 202,133, 196,905, 199,829 shares 593 106 ,966 outstanding _________________________________________________________ Dividends declared on $152 $141 $152 common stock Dividends declared on 8 6 6 preferred stock SELECTED RATIOS Annualized rate of return on average common stockholders' equity (c) 17.2% 11.1% 14.7% As % of period- end total assets: Common equity 5.0 5.5 5.4 Total equity 5.3 5.8 5.7 Regulatory capital ratios (d) Tier 1 risk- based capital ratio 8.2 8.9 8.8 Total risk- based 12.1 13.2 13.0 capital ratio Leverage 6.2 5.9 6.1 ratio _________________________________________________________ AVERAGE BALANCES Debt investment $ 24,298 $ 22,720 $ 23,077 securities (e) Loans 27,326 23,667 24,500 Total interest- 162,606 135,310 147,569 earning assets Total assets 204,836 175,694 189,724 Total interest- bearing 154,804 129,279 142,575 liabilities Total liabilities 194,160 166,128 179,570 Common stockholders' equity 10,065 9,072 9,660 Total stockholders' equity 10,676 9,566 10,154 Net interest earnings (fully taxable basis) 418 529 511 Net yield on interest- earning assets 1.03% 1.59% 1.37% _________________________________________________________ Employees at period-end 15,431 16,443 15,613 _________________________________________________________ (a) Earnings per share amounts represent both primary and fully diluted earnings per share. (b) Excluding the impact of SFAS No. 115, book value per common share would have been $49.18, $44.87 and $47.83 for the three months ended March 31, 1996, March 31, 1995, and December 31, 1995, respectively. (c) Excluding the impact of SFAS No. 115, the annualized rate of return on average common stockholders' equity would have been 18.1%, 11.7% and 15.5% for the three months ended March 31, 1996, March 31, 1995, and December 31, 1995, respectively. (d) In accordance with Federal Reserve Board guidelines, these ratios exclude the equity, assets and off-balance-sheet exposures of J.P. Morgan Securities, Inc. and the effect of SFAS No. 115. Risk-based capital ratios for March 31, 1996, are estimates. (e) Average debt investment securities are computed based on historical amortized cost, excluding the effects of SFAS No. 115 adjustments. 5 CONSOLIDATED STATEMENT OF INCOME J.P. Morgan & Co. Incorporated ______________________________________________________________________________ ____________ In millions, except per share data Three months ended _______________________________________________________________ March 31 March 31 Increase December Increase/ 1996 1995 / 31 (Decrease) (Decreas 1995 e) _______________________________________________________________ NET INTEREST REVENUE Interest revenue $2,554 $2,470 $ 84 $2,609 ($55) Interest expense 2,158 1,970 188 2,121 37 _________________________________________________________________________________ _________ Net interest revenue 396 500 (104) 488 (92) NONINTEREST REVENUE Trading revenue 758 303 455 369 389 Investment banking revenue 201 114 87 158 43 Credit-related fees 38 43 (5) 40 (2) Investment management fees 157 130 27 156 1 Operational service 113 140 (27) 129 (16) fees Net investment securities 3 1 11 gains 12 9 Other revenue 65 149 (84) 177 (112) ___________________________________________________________________________ _______________ Total noninterest 1,344 888 456 1,030 314 revenue Total revenue 1,740 1,388 352 1,518 222 OPERATING EXPENSES Employee compensation and 730 626 104 608 122 benefits Net occupancy 73 80 (7) 76 (3) Technology and communications 158 172 (14) 165 (7) Other expenses 124 124 - 141 (17) ___________________________________________________________________________ _______________ Total operating 1,085 1,002 83 990 95 expenses Income before income 655 386 269 528 127 taxes Income taxes 216 131 85 162 54 _________________________________________________________________________________ _________ Net income 439 255 184 366 73 PER COMMON SHARE Net income (a) $2.13 $1.27 $0.86 $1.80 $0.33 Dividends declared 0.81 0.75 0.06 0.81 - _________________________________________________________________________________ _________ (a) Earnings per share amounts represent both primary and fully diluted earnings per share. 6 CONSOLIDATED BALANCE SHEET J.P. Morgan & Co. Incorporated ___________________________________________________________________________ _________ Dollars in millions March 31 December 31 1996 1995 __________________________________________________ ASSETS Cash and due from banks $ 732 $ 1,535 Interest-earning deposits with 1,183 1,986 banks Debt investment securities available for sale carried at fair value(Cost: $27,115 at March 1996 and $24,154 at December 1995) 27,446 24,638 Trading account assets 69,844 69,408 Securities purchased under agreements to resell ($39,683 at March 1996 and $32,157 at December 1995) and federal 39,692 32,157 funds sold Securities borrowed 22,901 19,830 Loans 28,645 23,453 Less: allowance for credit 1,117 1,130 losses ___________________________________________________________________________ _________ Net loans 27,528 22,323 Customers' acceptance 339 237 liability Accrued interest and accounts receivable 4,766 3,539 Premises and equipment 3,354 3,339 Less: accumulated 1,445 1,412 depreciation ___________________________________________________________________________ _________ Premises and equipment, net 1,909 1,927 Other assets 8,407 7,299 ___________________________________________________________________________ _________ Total assets 204,747 184,879 ___________________________________________________________________________ _________ LIABILITIES Noninterest-bearing deposits: In offices in the U.S. 2,784 3,287 In offices outside the 677 744 U.S. Interest-bearing deposits: In offices in the U.S. 1,765 2,003 In offices outside the 44,978 40,404 U.S. ___________________________________________________________________________ _________ Total deposits 50,204 46,438 Trading account liabilities 46,766 45,289 Securities sold under agreements to repurchase ($55,952 at March 1996 and $40,803 at December 1995) and federal funds purchased 58,765 45,099 Commercial paper 4,229 2,801 Other liabilities for borrowed money 15,659 15,129 Accounts payable and accrued expenses 7,265 5,643 Liability on acceptances 339 237 Long-term debt not qualifying as risk-based capital 5,710 5,737 Other liabilities 1,272 4,465 ___________________________________________________________________________ _________ 190,209 170,838 Long-term debt qualifying as risk-based capital 3,691 3,590 ___________________________________________________________________________ _________ Total liabilities 193,900 174,428 STOCKHOLDERS' EQUITY Preferred stock (authorized shares: 10,400,000): Adjustable rate cumulative preferred stock, $100 par value(issued and outstanding: 2,444,300) 244 244 Variable cumulative preferred stock, $1,000 par value (issued 250 250 and outstanding: 250,000) Fixed cumulative preferred stock, $500 par value (issued and 200 - outstanding: 400,000) Common stock, $2.50 par value (authorized shares: 500,000,000; issued: 200,682,873 at March 1996 and 678,373 at December 1995) 502 502 Capital surplus 1,432 1,430 Retained earnings 8,006 7,731 Net unrealized gains on investment securities, net of 470 566 taxes Other 593 552 ___________________________________________________________________________ _________ 11,697 11,275 Less: treasury stock (13,382,388 shares at March 1996 and 13,562,755 shares at December 1995) at cost 850 824 ___________________________________________________________________________ _________ Total stockholders' equity 10,847 10,451 ___________________________________________________________________________ _________ Total liabilities and stockholders' equity 204,747 184,879 ___________________________________________________________________________ _________ 7 CONSOLIDATED STATEMENT OF CONDITION Morgan Guaranty Trust Company of New York ___________________________________________________________________________ _______ Dollars in millions March 31 December 1996 31 1995 _________________________________ ASSETS Cash and due from banks $ 709 $ 1,421 Interest-earning deposits with banks 1,270 2,081 Debt investment securities available for sale 23,004 23,625 carried at fair value Trading account assets 54,306 55,298 Securities purchased under agreements to resell 25,218 21,013 and federal funds sold Loans 25,933 20,628 Less: allowance for credit losses 1,009 1,021 ___________________________________________________________________________ _______ Net loans 24,924 19,607 Customers' acceptance liability 319 237 Accrued interest and accounts receivable 3,424 3,401 Premises and equipment 2,970 2,958 Less: accumulated depreciation 1,249 1,224 ___________________________________________________________________________ _______ Premises and equipment, net 1,721 1,734 Other assets 6,101 4,574 ___________________________________________________________________________ _______ Total assets 140,996 132,991 ___________________________________________________________________________ _______ LIABILITIES Noninterest-bearing deposits: In offices in the U.S. 2,731 3,254 In offices outside the U.S. 703 839 Interest-bearing deposits: In offices in the U.S. 1,707 1,846 In offices outside the U.S. 45,706 40,450 ___________________________________________________________________________ _______ Total deposits 50,847 46,389 Trading account liabilities 41,660 39,126 Securities sold under agreements to repurchase 21,496 20,090 and federal funds purchased Other liabilities for borrowed money 7,367 7,368 Accounts payable and accrued expenses 4,180 4,168 Liability on acceptances 319 237 Long-term debt not qualifying as risk-based 2,507 2,786 capital Other liabilities 1,443 2,852 ___________________________________________________________________________ _______ 129,819 123,016 Long-term debt qualifying as risk-based 2,437 1,509 capital ___________________________________________________________________________ _______ Total liabilities 132,256 124,525 STOCKHOLDER'S EQUITY Preferred stock, $100 par value (authorized shares: 2,500,000) - - Common stock, $25 par value (authorized and outstanding shares: 250 250 10,000,000) Surplus 2,820 2,820 Undivided profits 5,491 5,136 Net unrealized gains on investment securities, net of 181 264 taxes Foreign currency translation (2) (4) ___________________________________________________________________________ _______ Total stockholder's equity 8,740 8,466 ___________________________________________________________________________ _______ Total liabilities and stockholder's equity 140,996 132,991 ___________________________________________________________________________ _______ Member of the Federal Reserve System and the Federal Deposit Insurance Corporation. 8 COMBINED TRADING AND RELATED NET INTEREST REVENUE J.P. Morgan & Co. Incorporated Dollars in millions Fixed Foreign Commo- Proprietar y Income Equities Exchange dities Unit Total ___________________________________________________________________________ _______________ First Quarter 1996 Trading revenue $533 $94 $ 68 $34 $29 $758 Net interest 69 (43) 5 (2) 1 30 revenue* ___________________________________________________________________________ _______________ Combined total 602 51 73 32 30 788 ___________________________________________________________________________ _______________ First Quarter 1995 Trading revenue 57 42 102 19 83 303 Net interest 66 (17) 4 3 5 61 revenue ___________________________________________________________________________ _______________ Combined total 123 25 106 22 88 364 ___________________________________________________________________________ _______________ Fourth Quarter 1995 Trading revenue 248 36 63 5 17 369 Net interest 38 (32) 12 (2) - 16 revenue ___________________________________________________________________________ _______________ Combined total 286 4 75 3 17 385 *Estimated 9 ASSET QUALITY J.P. Morgan & Co. Incorporated ________________________________________________________________________ NONPERFORMING ASSETS March 31 December March 31 31 Dollars in millions 1996 1995 1995 ____________________________________________ Impaired loans: Commercial and $110 $ 67 $148 industrial Other 42 48 65 ________________________________________________________________________ 152 115 213 Restructuring countries 4 2 3 ___________________________________________________________ ____________ Total impaired loans 156 117 216 Other nonperforming - 1 1 assets ________________________________________________________________________ Total nonperforming 156 118 217 assets ________________________________________________________________________ ALLOWANCE FOR CREDIT LOSSES March 31 December March 31 31 Dollars in millions 1996 1995 1995 ____________________________________ _______ Allowance for credit $1,117 $1,130 $1,132 losses _________________________________________________________________________ First Quarter __________________________ 1996 1995 __________________________ Charge-offs: Commercial and ($15) ($6) industrial Restructuring - - countries Other (3) (2) Recoveries 5 9 _____________________________________________ _________