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------------------ Reply Separator --------------------
Originally From: jcappello1@xxxxxxxxxxx
Subject: ~ Salomon Smith Barney
Date: 10/22/2002 10:00pm


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         S a l o m o n   S m i t h   B a r n e y   R e s e a r c h
            JPM: A Closer Look At Risks Illustrates Value In JPM 
Shares

            Jp Morgan Chase & Co(JPM)
            Rating: 1H
            As of 10/22/2002 
            Last Changed 09/07/2002 

           
            Salomon Smith Barney ~ October 17, 2002 


            Printable PDF Version 

See last pages for Important Disclosures
JP Morgan Chase (JPM)
JPM: A Closer Look At Risks                        1H (Outperform, 
High Risk)
Illustrates Value In JPM Shares Stock ratings are relative to 
analyst's
                                industry coverage universe
                                                     Mkt Cap:  
$36,287.4 mil.

October 17, 2002     SUMMARY
                     * The only relevant analysis re JPM is the 
downside to
BANKS                  book.  Our analysis shows that a conservative 
but
Ruchi Madan            reasonable downside to tangible book is $15.24 
(vs
+1-212-816-1946        $16.37 now) and that even in a very extreme 
case, it
ruchi.madan@xxxxxxxx   could be as low at $14-15, implying JPM's 
current
Matthew O'Connor,      valuation is irrational, in our opinion.
CFA                  * We discuss risk in derivatives, credit, and 
private
+1-212-816-1717      equity.
                     * Management has begun to restructure the inv bkg
Prashant Bhatia, CFA   business to adapt to the new environment and 
improve
+1-212-816-1644        the profitability of JPM.  We expect additional
                       announcements in coming qtrs. Mgmt noted that 
an addl
                       2,200 headcount reduction will result in $700m 
cost
                       reductions in 2003 ($0.23).
                     * 3Q trends were as previewed--C&I credit costs 
were
                       high, trading revs were depressed & retail 
trends were
                       strong.  Core earnings should remain under 
pressure
                       NT, 4Q EPS should rebound as credit costs and 
trading
                       normalize.
                     *  We rate the US Banking Industry as Market 
Weight.

FUNDAMENTALS
P/E  (12/02E)                    10.7x
P/E  (12/03E)                     7.6x
TEV/EBITDA  (12/02E)                NA
TEV/EBITDA  (12/03E)                NA
Book Value/Share  (12/02E)          NA
Price/Book Value                    NA
Dividend/Yield  (12/02E)    $1.36/7.4%
Revenue (12/02E)               NA mil.
Proj. Long-Term EPS Growth         10%
ROE  (12/02E)                       NA
Long-Term Debt to Capital(a)        NA
JPM is in the S&P 500(R) Index.
(a) Data as of most recent quarter

SHARE DATA                             RECOMMENDATION
Price (10/15/02)             $18.29    Current Rating                
1H
52-Week Range         $40.38-$15.45    Prior Rating                  
1H
Shares Outstanding(a)  1,984.0 mil.    Current Target Price      
$30.00
Convertible                      No    Previous Target Price     
$30.00
EARNINGS PER SHARE
FY ends                 1Q          2Q          3Q          4Q     
Full Year
12/01A   Actual     $0.70A      $0.33A      $0.51A      $0.12A      
$1.66A
12/02E   Current    $0.57A      $0.58A      $0.16A      $0.40E      
$1.71E
         Previous   $0.57A      $0.58A      $0.10E      $0.40E      
$1.65E
12/03E   Current           NA          NA          NA          NA   
$2.40E
         Previous          NA          NA          NA          NA   
$2.40E
12/04E   Current           NA          NA          NA          
NA          NA
         Previous          NA          NA          NA          
NA          NA
First Call Consensus EPS: 12/02E $1.71; 12/03E $2.64; 12/04E NA
OPINION
JPM reported 3Q-operating EPS of $0.16 vs our reduced estimate of 
$0.10 and
consensus of $0.07.  JPM also announced headcount reductions of 2,200 
in the
investment bank for which there will be a $450m severance cost ($300m 
of it
in 4Q), which is expected to result in $700m in annual cost savings
($0.23/share) beginning in 2003.  Results were mostly in line with the
preannouncement (ie high commercial credit costs, weak trading, 
strong retail
results) and management provided more detail on credit risk, which we 
discuss
in greater detail.
Given JPM's very depressed valuation and all the worries about 
additional
hits to capital, the only relevant analysis, in our opinion, is a 
review of
potential hits to capital to get comfortable with downside.  We 
believe that
most investors agree that there's tremendous EPS leverage once the
environment improves, but we need to first get comfortable with 
downside.
WHAT ARE INVESTORS WORRIED ABOUT?
We've heard many concerns about JPM over the past several months, but 
the
ones we view as most worthy of a discussion are credit risk, risk of 
private
equity writedowns, and legal risk.  In Exhibit 1, we provide an 
analysis of
JPM's book value considering continued depressed earnings as well as 
capital
hits related to these three factors. This analysis shows that a 
conservative
estimate of downside to tangible book value is about $15.24. We're 
not ruling
out that JPM doesn't trade below tangible book, but we would view 
that as
temporary.
As we explain below, we've assumed losses beyond what is already in 
our
estimate of $1.3b related to private equity and $1.5b of credit 
(bringing
total commercial credit costs to more than $2.5b in 2003 vs a likely 
$1.8b in
2002 including the large 3Q hit which included $570m of reserve 
build), and
we've assumed a $1b hit from the surety bond.  Assuming continued 
depressed
earnings, this implies a year end 2003 book value of $15.24.  Even if 
we
assume another $2b hit, the tangible book value would still be  $14-
15.
Considering that brokers are trading at about 1.7X tangible book, we 
believe
this analysis shows that the fear in JPM shares is irrational.
Exhibit 1: JPM Book Value Reconciliation ($m, except per share 
amounts)
9/30/2002 Actual                       comments
Total SH equity              43,437
Preferred equity              (1,009)
Intangibles                   (9,756)  excludes MSRs
Tangible eq                  32,672
Book value per share            $21.26
Tangible BV per share           $16.37

Year end 2002E
9/30/2002 common eq          42,428
4Q02 net income                    802 assumes $0.40 EPS
Merger charges                   (228) per management guidance
Dividend                         (679) assumes $0.34 per share
Year-end equity              42,324
Year-end tangible eq         31,559
Book value per share            $21.20
Tangible BV per share           $15.81

Year end 2003E
1/1/2003 equity              42,324
2003 NI                         4,012  assumes $0.50 per quarter
Enron surety bond chg            (650) assumes $1b PT
Credit charge                    (975) assumes $1.5b PT
Private equity                   (813) assumes $1.25b PT
Dividend                      (2,714)  assumes $0.34 per share
Year-end equity              41,184
Year-end tangible eq         30,419
Book value per share            $20.63
Tangible BV per share           $15.24

Source: SSB and JPM.
Derivatives
Another irrational fear is the fear of large derivative losses.  The 
large
majority of the derivative business at JPM is driven by interest rate 
swaps.
JPM's role is that of a market maker, not a risk taker, implying that 
the
risk in the business is mostly credit-related and the large majority 
of
counterparties are investment grade (mostly financial services 
companies).
The derivative market has been tested in periods of financial system 
strain
(such as the past year and during the LTCM crisis), and we can't 
remember
hearing about any major losses.  The credit derivative market has also
functioned exceptionally well during the current credit cycle, (with 
Enron-
related credit derivatives paying off as expected).  The market is 
deep,
liquid, and highly functional.  And again, JPM is not in the business 
as a
risk-taker, it's a market maker and a user of credit derivatives for
protection.  Investors don't feel like they can rely on this, but we 
believe
investors should take at least some comfort in knowing that JPM is a 
highly-
regulated company and the Fed likely regularly reviews its derivatives
positions.
Credit Risk
We don't believe that the large telecom-related credit actions in 3Q 
reflect
slow recognition of credit issues at JPM.  JPM took $1.4b of 
commercial
credit costs in 3Q, of which $570m was a reserve build.  This implies 
that
commercial write-offs were $540m higher than in 2Q. We believe this 
increase
is explained by developments in two specific credits early in 
September.  We
estimate that JPM had about $400m exposure to Genuity and Mobilcom.  
Genuity
was a loan that was backed by Verizon and Mobilcom was supported by 
France
Telecom (which is partly owned by the French govt).  Verizon and 
France
Telecom both suddenly withdrew support for these loans, causing JPM 
and other
banks to take losses.  Management also noted that it "took a harsh 
view on
the current reality" of the telecom exposures and implied that it 
looked
forward several quarters and recognized other potential problems.
Lots of additional credit information was provided.  JPM has provided 
a lot
of detail on its telecom, cable, and energy exposures.  In our Sept 
29 note,
we provided our best guess about which specific loans each bank is 
holding in
these three sectors as well as some information to help investors 
gauge the
risk in specific loans.  Management also provided data on migration of
criticized exposures (defined roughly as companies w/debt rated CCC 
or below)
exposures which showed that all of the credit issues are concentrated 
in
telecom, cable, and merchant energy and that the rest of the 
portfolio is
performing well.  Total criticized exposures rose $4.6b to $16.7b and 
there
was a $7b increase in criticized exposures in these three sectors.
   *   Telecom.  JPM disclosed that it has $8.8b of telecom credit 
assets (ie
       loans), of which $4.2b is investment grade, $2.9b is non-
criticized
       noninvestment grade, $1b is criticized but performing, and 
$752m is
       nonperforming.  It was also disclosed that JPM has additional
       commitments of $9.4b (down from $11.5b at yr end) of which 
$5.9b are
       investment grade, $2b are non-investment grade, and $1.5b are
       criticized.  So how do we determine how much risk is in this
       portfolio?  Management noted that it does not view this 
portfolio as
       high risk pointing to the fact that these companies have 
survived a
       very difficult period which indicates that most of them have 
the
       ability to survive.  While it's a good point, this is probably 
not
       going to convince investors given the heightened uncertainty
       surrounding telecom.  We discuss how we'd conservatively size 
up the
       risk.  Note that we have not included the potential offsetting 
impact
       of $20b of credit derivatives that JPM has against its own 
book.  We
       believe that at least $5b of these credit derivatives are 
against
       telecom exposures.
       Investment grade telecom looks ok.  First, we would assume that
       investment grade telecom is fine (this could change, but if we 
look at
       the list of remaining investment grade telecom and reference 
which
       loans we believe JPM has the greatest exposure to, the risk 
appears to
       be low:  Deutsche Telecom, Verizon, NTT, Telecom Italia, 
Telstra
       (Australian co, AA rated),  France Telecom, AT&T, Cellco 
(Verizon and
       Vodafone jv, A+ rated), Vodafone, Bouygues Telecom (French co, 
A
       rated, stock down only 25% this yr), Nokia, Cingular Wireless, 
etc.
       We've conservatively assumed a 50% loss on all criticized.  So,
       excluding investment grade telecom leaves loans and 
commitments of
       $8.1b.  Of this, $752m is already on NPA and dealt with (mgmt 
noted
       that telecom NPAs are carried at 30% of face value).  This 
leaves
       $7.3b of noninvestment grade telecom exposures, of which $2.4 
is
       criticized (of which $1b is drawn).  In our reconciliation of 
telecom
       credits, we were only able to identify about $4b of 
noninvestment
       credits.  We believe this is because JPM is defining its 
telecom
       exposures very broadly (since it includes "other companies 
with an
       interdependence upon the telecommunications sector"), we 
couldn't pick
       up private companies, and we may have missed some European 
companies
       that are subs of non-telecom companies.  What we can say about 
the $4b
       that we were able to reconcile is that a high percentage of it 
appears
       to be secured and the list is not filled with worthless 
companies.
       That said, to be conservative, we'll assume losses of 50% on 
the
       criticized $2.4b, or $1.2b.
   *   Cable.  Management confirmed our view that US cable company 
exposure
       is very well secured and not really an issue.  Unlike other US 
banks,
       JPM has significant European cable exposures, which are 
generally
       secured, but the security may be less solid that on loans to US
       companies.  JPM disclosed that it has total cable loans of 
$3.7b and
       another $1.7b of commitments, or a total $5.4b exposure.  Of 
this,
       $1.9b is investment grade.  The high percentage of 
noninvestment grade
       is just characteristic of the leveraged US cable industry.  We
       estimate that of the $5.4b of exposure, at least $2b in foreign
       noninvestment grade.  Management disclosed that $394m of cable 
credits
       are already on nonperforming, leaving $1.7b criticized, but
       performing.  While there may be losses on this, we don't 
believe it
       makes sense to assume a very high loss content considering the
       positive results of recent restructurings on credits like NTL 
on which
       banks were made whole, and others like Telewest that are 
underway now.
       But, again, to be conservative, we'll assume 30% losses on 
criticized,
       or $520m.
   *   Merchant Energy.  Management noted that if there's an increase 
in NPAs
       in 4Q, it's likely to be from this sector.  We believe this 
comment
       likely reflects the recent default by Allegheny and potential 
default
       by TXU.  We estimate JPM's exposure to these defaults is about 
$400m.
       JPM disclosed that it has loans to merchant energy companies 
of $2.2b
       and another $4b in commitments, or $6.2b of exposure.  Of 
these, $3.5b
       are to investment grade companies and $2.7b are to 
noninvestment grade
       companies.  Of this, only $170m is already nonperforming, and 
$1.4b is
       criticized.  Our research shows that many merchant energy 
loans are
       secured, but many are not.  We'll assume 50% losses on the 
$1.4b of
       criticized, or $700m.
   *   Total losses assumed in our analysis.  The total of our 
assumed losses
       from each of these sectors is $2.4b.  In our 2003 EPS 
estimate, we
       already assume more than $1b in commercial credit losses.  
Therefore,
       in Exhibit 1, we assume an additional $1.5b in potential 
losses to
       measure the impact on the book value.
Risk Of Private Equity Write-Downs
Investors believe that large additional private equity writedowns are
necessary and have been unwilling to believe management's view that 
the
portfolio is properly valued.  We believe management has not provided 
enough
information to the investment community to illustrate why it's so 
confident
that additional large charges aren't necessary.  So, we've taken a 
crack at
it with limited information and several assumptions (see Exhibit 2).  
We
believe the key issue that investors have not focused on is how much 
in
writedowns JPM has already taken in the non-public portfolio, which we
estimate at $3.2b from 1999-present.
We've broken out the analysis of required writedowns for investments 
made
pre-1999, 1999-2000, and 2001-2002.  In Exhibit 2, we show that we've
estimated that the carrying value of investments made pre-1999 are 
$4.7b
(including heritage JPM) and that the required writedown on these is 
about
half of the S&P decline of 45% (which seems reasonably conservative
considering that these investments are carried at lower of cost or 
market).
For the 1999-2000 vintage, we have split the analysis for TMT and non-
TMT
investments, and have assumed writedowns of 75% for TMT and 50% for 
non-TMT.
We've assumed 10% losses on investments made in 2001 and none on 2002
investments.  This all implies required writedowns of $4.4b (vs $3.2b 
already
taken).
In arriving at our estimate of how much has already been written down 
over
the past several years, we have summed up each quarter's writedown of 
the
non-public portfolio (we may be off a bit here, but not likely by a 
very
meaningful amount).  We estimate total writedowns of $2.4b since 
1Q01, about
$600m in 2000 (based on mgmt's comment that the regular qtrly 
writedowns are
about $150m), and about $200m in 1999.
Our estimates and conservative assumptions imply required writedowns 
of $4.2b
vs already-taken writedowns of $3.2b, implying additional writedowns 
of about
$1.25b.  We believe some of our assumptions are quite conservative; 
for
instance, we have included fund investments in this analysis since we
couldn't separate these investments (and writedowns) historically. 
But since
most of JPM's fund investments are LBO funds, the loss assumptions 
we've made
are not very reasonable.  We'll update our analysis as the company 
discloses
additional information.  We would also point out that while this 
business has
been a major drag in recent years, it provided cash gains of $8b to 
the
company in 1996-2001.
In Exhibit 3, we provide the most recent breakout of the private 
equity
portfolio.
Exhibit 2: Our Estimate Of Potential Additional VC Writedowns
$ M              Assume Assumptions
                    d
                 losses
Esti
mate
vint
age
of
rema
inin
g
port
foli
o
pre- 4,657       1,048  22.5% loss content, (half the decline in S&P 
500)
1999
inve
stme
nts
1999 5,346
-200
0
inve
stme
nts
1999       2,500 1,875  75% loss content
-200
0
TMT
inve
stme
nts
1999       2,846 1,423  50% loss content
-200
0
non
TMT
inve
stme
nts
2001 1,700          90  10% loss content on '00 investments
-to
date
Tota             4,436
l
expe
cted
writ
edow
ns

Tota 4,436
l
expe
cted
writ
edow
ns
Tota 3,189
l
writ
edow
ns
sinc
e
2000
Actu       2,389
al
writ
edow
ns
sinc
e
1Q01
Esti       600
mate
d
2000
writ
edow
ns
Esti       200
mate
d
1999
writ
edow
ns
Diff (1,24
eren 7)
ce
of
expe
cted
vs
writ
edow
ns
to
date
Source: SSB and JPM.
Exhibit 3: Estimated JPMP Portfolio By Industry
$M                                                      Carrying value
Private fund investments                                1,831
Direct investments (public and private)                 5,694
     
telecom                                                             
323
     
technology                                                          
769
     
media                                                               
257
     industrial growth                                                
1,920
     consumer retail & services                                       
1,040
     life 
sciences                                                       720
     financial 
services                                                  640
     real 
estate                                                         400

Source: JPM and SSB estimates.
Legal Risk
While we believe that JPM may have a strong case against insurance 
companies
on the surety bond issue, we have assumed a loss on the entire $1b.
MANAGEMENTS' ACTIONS ON THE INVESTMENT BANK ARE VERY MEANINGFUL AND 
THERE'S
PROBABLY MORE TO COME
JPM (and others) are in the strange position of having to reduce 
capacity in
investment banking just as structural changes in the business are 
underway.
It's an especially interesting issue for JPM because it was still in 
the
building phase in the equities businesses, and its cash equities 
business was
likely not profitable. We believe this resulted in JPM reconsidering 
its
desire to invest to build the cash equities business, and it is 
clearly
rethinking what it will take to participate in this business.  As has 
been
discussed by many, it's possible that the business will be more 
capital
driven than research driven, and JPM has reduced its desire to build 
out the
infrastructure.  Management seems committed to its equity derivative 
and
convertibles business.
In addition to less investment in research and sales, management 
reconsidered
its infrastructure in certain geographies and relationship teams.  
These
actions are expected to result in headcount reductions of 2,200 on a 
base of
16,000 in investment banking.  These headcount reductions are 
expected to
produce annual cost reductions of $700m next year (or $0.23/share).
Management is clearly reviewing other options and we expect further
restructuring of the businesses in coming quarters.  Management has 
noted
that it is conducting a 5-quarter review of its outlook and will 
consider all
options to improve operating results.
3Q EARNINGS REVIEW
3Q operating EPS was $0.16 vs our estimate of $0.10.  It's hard to 
say what
the core number was considering the many moving pieces including very 
high
credit costs, depressed trading results, high mortgage hedges, 
severance,
etc.  Looking at 4Q, there should be some rebound in EPS as credit 
costs and
trading normalize.
Credit.  NPAs rose 27% and commercial NPLs rose 43% (about $1b).  As
management noted at the time of its preannouncement, it "took a harsh 
view of
the current reality" in moving loans to NPA and adding reserves.  
Consumer
NPLs rose about $60m or 13%.  Credit costs were $2.1b, of which $1.4b 
was
commercial.  Of this, $570m was reserve build.  Consumer credit 
quality was
good. Card losses declined 82bp to 5.51% and delinquencies appear to 
be
stable.
As expected, all market sensitive revenues were weak.  As expected, 
trading
was weak, and included losses in the equities business.  Investment 
banking
fees were down 31% to $545m, driven by a $200m decline in u/w and a 
$50m
decline in M&A.  Investment management revenues were down only 5% (or 
$38m)
to $91m.  Private equity fees were a negative $299m, with $120m in 
mark to
market losses, $290m in writedowns and $111m in realized gains.  
Securities
gains were $578m, with $112m related to a mortgage hedge.
While trading revenues should rebound, management noted that M&A and 
u/w
pipelines are below June 30 levels.
Consumer trends were strong across the board.  Consumer earnings rose 
$113m
or 16% unannualized vs 2Q, driven by mortgage and card.  Mortgage 
earnings
were up $125m to $393m and benefited from the environment.  Card 
earnings
were up $67m to $246 as a result of a 12% annualized increase in 
receivables
and lower credit costs.  Management noted that mortgage earnings were 
about
$250m above the core run rate (mostly due to a mortgage hedge).
Treasury had record earnings of $212m, up 22% vs 2Q.  Earnings rose 
about
$40m, but there appears to be a $50m gain on a sale of an investment.
VALUATION & RISKS
Valuation
We have derived our JPM target price of $30 based on our DCF-based 
valuation
model---which assumes a 5.75% yield on the ten-year Treasury note, an 
above-
average risk profile, a 16% ROE, and a 10.3% perpetuity growth rate 
based on
JPM's business mix, location and execution ability.  While our target 
price
assumes a large 70%+ upside vs current levels, we believe earnings 
leverage
to an improved economy and capital market environment at JPM is 
likely to be
meaningful.  Our target price assumes JPM trades about in line with 
the
banking sector P/E (on a depressed earnings level) and at about a 10%
discount vs the brokers.  On a price/book basis, our target price 
assumes JPM
trades at about a 10% discount to the bank group and a 20% discount 
vs the
brokers.
Risks
We believe there are several risks to JPM reaching our $30 target 
price.  A
prolonged and sharp decline in global capital markets activity and 
asset
valuations would likely negatively impact earnings and JPM shares 
given its
heavy reliance on capital markets-related businesses (particularly 
private
equity and investment banking).  Separately, with respect to the U.S.
economy, we have assumed that the economy expands by 2-3% in 2003, 
with
growth accelerating throughout the year.  If economic growth is 
meaningfully
below our expectations, credit costs may be meaningfully higher than 
we
expect.  Other risks include litigation risks associated with lending 
and
investment banking relationships.  Lastly, JP Morgan is currently 
involved in
a lawsuit in which it is suing several insurance companies for a 
payment on a
surety bond (insurance) related to Enron.  If JP Morgan losses the 
lawsuit,
or if it settles with the insurance companies, there could be a 
charge of as
much as $1b that is not included in our estimate.
ANALYST CERTIFICATION
I, Ruchi Madan, hereby certify that the views expressed in this 
research
report accurately reflect my personal views about the subject company
(ies)
and its (their) securities. I also certify that I have not been, am 
not, and
will not be receiving direct or indirect compensation in exchange for
expressing the specific recommendation(s) in this report.
Ratings and Target Price History
Analyst: Ruchi Madan
------------------------------------------
                        Target     Closing
                         Price       Price
Date        Rating       (USD)       (USD)
------------------------------------------
 4 Oct 00    *1M        *75.00       45.56
18 Oct 00     1M         75.00       36.88
28 Nov 00     1M        *65.00       38.00
18 Jan 01     1M        *75.00       51.44
12 Feb 01     1M        *70.00       52.55
 2 Apr 01     1M        *65.00       44.60
13 Jul 01     1M        *60.00       42.55
 6 Sep 01     1M        *50.00       36.94
 5 Dec 01     1M        *60.00       39.02
17 Jan 02     1M        *50.00       36.85
17 Jul 02     1M        *45.00       28.14
 6 Sep 02   Stock rating system changed
 6 Sep 02    *1H        *40.00       23.91
 9 Sep 02     1H        *37.00       23.59
13 Oct 02     1H        *30.00       16.88
------------------------------------------
*Indicates change.
Chart current as of 15 October 2002
See "Important Disclosures" at the end of this report for
a description of the firm's current and former rating systems
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Salomon Smith Barney Equity Research Ratings
Distribution
Data current as of 30 September 2002          Outperform In-line 
Underperform
SSB Global Equity Research Coverage (2916)           36%     
39%          25%
% of companies in each rating category that          48%     
47%          38%
are investment banking clients
Banks -- North America (49)                          35%     
45%          20%
% of companies in each rating category that          76%     
64%          70%
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Our complementary Risk rating system takes into account 
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predictability of financial results and low volatility; M (Medium 
Risk):
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Prior to September 9, 2002, the Firm's stock rating system was based 
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indicated
an expected total return ranging from +15% or greater for a low-risk 
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indicated
an expected total return ranging from +5% to +15% (low-risk) to +10% 
to +30%
(speculative). A Neutral (3) rating indicated an expected total return
ranging from -5% to +5% (low-risk) to -10% to +10% (speculative). An
Underperform (4) rating indicated an expected total return ranging 
from -5%
to -15% (low-risk) to -10% to -20% (speculative). A Sell (5) rating 
indicated
an expected total return ranging from -15% or worse (low-risk) to -
20% or
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