NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)

NOTE 5. FINANCIAL INSTRUMENTS WITH CREDIT RISK

Credit risk is quantified by the amount of accounting loss that the Corporation would incur if a counterparty failed to perform its obligations under contractual terms and the collateral held, if any, were deemed worthless. Both on- and off-balance-sheet instruments may expose the Corporation to credit risk. The Corporation attempts to control credit risk by monitoring credit exposures, obtaining collateral, limiting transactions with specific counterparties, and continually assessing the creditworthiness of counterparties.


Credit Risk of Off-Balance-Sheet Financial Instruments

For derivative contracts, credit risk is limited to the current cost of replacing those contracts in a gain position (i.e., the accounting loss). The notional or contractual values of futures, forward, and swap contracts do not represent exposure to credit risk. For futures contracts, the Corporation usually does not intend to take or make physical delivery of the underlying security, asset, or index. Since futures contracts are exchange-traded and require daily cash settlement, the related risk of accounting loss is generally limited to a one-day net positive change in market value. Option contracts can be exchange-traded or OTC contracts. Purchased options have credit risk to the extent of their replacement cost. Written options represent a potential obligation of the Corporation and, accordingly, do not subject the Corporation to credit risk.

To reduce credit risk, the Corporation requires collateral, principally U.S. Government and agencies securities, on certain derivative transactions.

Presented below is a summary of counterparty credit ratings for the replacement cost (net of $2,186 collateral) of trading derivatives in a gain position by maturity at December 29, 1995.

Years to Maturity

Cross-
maturity
0-3 3-5 5-7 Over 7 netting(1) Total

Credit
Rating(2)
AAA $ 446 $ 130 $ 137 $ 461 $ (95) $ 1,079
AA+/AA 1,250 158 102 302 (316) 1,496
AA- 1,434 590 373 604 (550) 2,451
A+/A 1,807 759 316 260 (481) 2,661
A- 1,254 546 265 132 (332) 1,865
BBB 700 194 85 70 (125) 924
BB+ 360 247 64 25 (58) 638
Other 416 63 21 21 (23) 498
Total $7,667 $2,687 $1,363 $1,875 $(1,980) $11,612

(1) Represents netting of payable balances with receivable balances for the same
    counterparty across maturity categories. Receivable and payable balances 
    with the same counterparty in the same maturity category, however, are net 
    within the maturity category.
(2) Represents rating agency equivalent.

The Corporation is also exposed to off-balance-sheet credit and market risk from various commitments and guarantees. In the normal course of business, the Corporation enters into commitments to extend credit, predominantly at variable interest rates, in connection with certain merchant banking and loan syndication transactions. Customers may also be extended lines of credit collateralized by first and second mortgages on real estate, certain liquid assets of small businesses, or securities. The Corporation also issues various guarantees to counterparties in connection with certain leasing, agency securities lending, securitization, and other transactions. These commitments and guarantees usually have a fixed expiration date and are contingent on certain contractual conditions that may require payment of a fee by the counterparty. Once commitments are drawn upon or guarantees are issued, the Corporation may require the counterparty to post collateral depending upon creditworthiness and market conditions.

The contractual amounts of these commitments and guarantees represent the amounts at risk should the contract be fully drawn upon, the client default, and the value of the existing collateral become worthless. The total amount of outstanding commitments and guarantees may not represent future cash requirements as guarantees and commitments may expire without being drawn upon.

At December 29, 1995 and December 30, 1994, the Corporation had the following commitments and guarantees:

1995 1994

Commitments to extend credit $3,555 $2,072
Third party guarantees 887 520

The fair value of the outstanding guarantees was $31 and $22 at December 29, 1995 and December 30, 1994, respectively.


Credit Risk from Customer and Other Activities

In the normal course of business, the Corporation incurs credit risk when executing, settling, and financing various customer securities and commodity transactions. Execution of these transactions includes the purchase and sale (including "short sales") of securities. These activities may expose the Corporation to credit risk arising from the potential that customers or counterparties may fail to satisfy their obligations. In these situations, the Corporation may be required to purchase or sell financial instruments at unfavorable market prices to satisfy obligations to its customers or counterparties. The Corporation seeks to control the risks associated with its customer activities by requiring customers to maintain margin collateral in compliance with regulatory and internal guidelines.

Liabilities to other brokers and dealers related to unsettled transactions (i.e., securities failed-to-receive) are recorded at the amount for which the securities were acquired and are paid upon receipt of the securities from other brokers or dealers. In the case of aged securities failed-to-receive, the Corporation may purchase the underlying security in the market and seek reimbursement for losses from the counterparty.

The Corporation borrows and lends securities to finance securities transactions and to facilitate the settlement process, utilizing both securities owned by the Corporation and securities owned by customers collateralizing margin debt. In addition, securities transactions are financed through resale and repurchase agreements, generally collateralized by U.S. Government and agencies securities, medium-term notes, asset-backed securities, or certain non-U.S. governments and agencies securities.

The market value of securities owned by the Corporation that have been loaned or were collateralizing either repurchase agreements or obligations associated with various settlement processes at December 29, 1995 and December 30, 1994, were $37,074 and $34,921, respectively.


Concentrations of Credit Risk

The Corporation's exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. Concentrations of credit risk can be affected by changes in geographic, industry, or economic factors. To alleviate the potential for risk concentration, credit limits are established and monitored in light of changing counterparty and market conditions.

At December 29, 1995, the Corporation's most significant concentration of credit risk was with the U.S. Government and its agencies. This concentration, which arises from taking trading asset and investment security positions and holding collateral on resale agreements, totaled $35,769 at December 29, 1995 and $40,018 at December 30, 1994.

At December 29, 1995, the Corporation had concentrations of credit risk with other counterparties, including an Asian and a European sovereign rated AA+ or above by a recognized credit rating agency. The total exposure to these counterparties, excluding collateral held, was $3,642 or 2.1% of total assets. At December 30, 1994, the Corporation had concentrations of credit risk with an Asian and two European sovereigns totaling $2,615 or 1.6% of total assets, excluding collateral held.

The Corporation's most significant industry credit concentration is with domestic and foreign financial institutions. Financial institutions include other brokers and dealers, commercial banks, automobile financing companies, insurance companies, and mutual funds. This concentration arises in the normal course of the Corporation's brokerage, trading, financing, and underwriting activities. The Corporation also monitors credit exposures worldwide by region. Within these regions, sovereign governments represent the most significant concentration, followed by financial institutions and non-financial institutions.

In connection with its mortgage trading activities, the Corporation held whole loans with market values of $2,127 and $2,111 at December 29, 1995 and December 30, 1994, respectively, as collateral for resale agreements with financial institutions totaling $1,840 and $1,888, respectively.

In conjunction with its investment and merchant banking activities, the Corporation provides extensions of credit and makes equity investments to facilitate leveraged transactions. In the normal course of business, the Corporation also purchases, sells, and makes markets in non-investment grade securities. These activities expose the Corporation to a higher degree of credit risk than is associated with investing, extending credit, underwriting, and trading in investment grade instruments. At December 29, 1995, the Corporation's aggregate exposure to credit risk (both on- and off-balance-sheet) associated with non-investment grade securities and highly leveraged transactions amounted to $7,073. See "Non-Investment Grade Holdings and Highly Leveraged Transactions" in Management's Discussion and Analysis (unaudited) for further information.


NOTE 6. FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 29, 1995 and December 30, 1994, respectively, approximately 98% and 99% of financial instrument assets are carried at fair value or amounts which approximate fair value.


Trading Financial Instruments

Trading assets and liabilities, including derivative financial instruments used for trading purposes, are carried at fair value as described in Note 1.

The table below presents the average fair values of the Corporation's trading derivatives for 1995 and 1994, calculated on a monthly basis:

Average Fair Value

1995 1994
Assets Liabilities Assets Liabilities

Swap agreements $10,264 $9,072 $8,349 $7,023
Forward contracts 1,543 1,915 1,358 1,365
Options 2,957 1,939 1,714 1,643


Financing and Other Non-Trading Financial Instruments

Derivatives used to hedge borrowings and other non-trading activities are generally recorded on an accrual basis. The fair value of these instruments and related hedges is estimated using current market prices and pricing models. The carrying and fair values of these instruments are summarized as follows:

December 29, 1995 December 30, 1994

Carrying Fair Carrying Fair
Value Value Value Value

Long-term borrowings $ 17,340 $ 17,901 $ 14,863 $ 14,368
Related derivative:
  Assets (260) (781) (133) (168)
  Liabilities 176 154 66 547
Total $17,256 $17,274 $14,796 $14,747
Commercial paper $16,969 $16,972 $14,759 $14,755
Related derivative:
  Assets (16) (17) - -
  Liabilities - 1 - 6
Total $16,953 $16,956 $14,759 $14,761
Other non-trading liabilities $ 1,554 $ 1,572 $ 1,635 $ 1,606
Related derivative:
  Assets (3) (4) - (4)
  Liabilities - 2 (3) 23
Total $ 1,551 $ 1,570 $ 1,632 $ 1,625

Short-term financial instruments are carried at amounts which approximate fair value. Such instruments include cash and cash equivalents, cash and securities segregated for regulatory purposes or deposited with clearing organizations, repurchase and resale agreements, securities borrowed, receivables, commercial paper and other short-term borrowings, payables to customers and brokers and dealers, and insurance and other liabilities.

Marketable investment securities and certain investments of insurance subsidiaries and other investments are carried as held-to-maturity, trading, or available-for-sale securities as described in Note 1. These securities are predominantly carried at fair value or amounts that approximate fair value as disclosed in Note 7.

Other financial instruments with carrying values different than fair values are presented below:

December 29, 1995 December 30, 1994

Carrying Fair Carrying Fair
Value Value Value Value

Merchant banking equity and debt portfolio $ 394 $ 595 $ 556 $ 764
Loans, notes, and mortgages(1) 2,082 2,149 1,417 1,428
Capitalized mortgage servicing rights 136 184 107 154


(1) Excludes loans related to merchant banking.

In connection with its merchant banking activities, the Corporation holds certain equity instruments, including partnership interests (both included in Other Investments in the Consolidated Balance Sheets), and loans consisting primarily of senior and subordinated debt. Fair value for equity instruments is estimated using a number of methods, including earnings multiples, cash flow analyses, and review of underlying financial conditions and other market factors. These instruments may be subject to restrictions (e.g., minority ownership, consent of other investors) that may limit the Corporation's ability to realize currently the estimated fair value. Accordingly, the Corporation's current estimate of fair value and its ultimate realization on these instruments may differ. Loans made in connection with merchant banking activities are carried at unpaid principal balances less a reserve for estimated losses. Fair value is estimated using discounted cash flows.

The Corporation's estimate of fair value for its loans, notes, and mortgages (excluding loans made in connection with merchant banking activities) is determined based on loan characteristics. For certain homogeneous categories of loans, including residential mortgages and home equity loans, fair value is estimated using market price quotations or previously executed transactions for securities backed by similar loans, adjusted for credit risk and other individual loan characteristics. For the Corporation's variable-rate loan receivables, carrying value approximates fair value.

Capitalized mortgage servicing rights, which represent the present value of estimated future net servicing revenues for mortgages securitized by the Corporation, are included in Other Assets on the Consolidated Balance Sheets. Fair value is computed based on the present value of estimated future servicing revenues (net of servicing expenses), using current market assumptions for discount rates, prepayment speeds, default estimates, and interest rates.

The Corporation holds a passive minority interest in a privately held limited partnership that provides information services. Due to the lack of a ready market for this investment and contractual restrictions on the disposition of the Corporation's interest, the fair value of this investment is not readily determinable as of December 29, 1995. It is the opinion of management, however, that the fair value of this investment significantly exceeds the carrying value of $39.

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