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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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 other jurisdiction (I.R.S. Employer
of
incorporation or Identification No.)
organization)
60 Wall Street, New York, NY 10260-0060
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (212) 483-2323
___________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
___________________ ________________________
Common Stock, $2.50 Par Value New York Stock Exchange
Adjustable Rate Cumulative New York Stock Exchange
Preferred Stock, Series A,
No Par Value, Stated
Value $100
Depositary shares representing New York Stock Exchange
a one-tenth interest in 6 5/8%
Cumulative Preferred Stock,
Series H, No Par Value,
Stated Value $500
4 3/4% Convertible Debentures New York Stock Exchange
due 1998
Securities registered pursuant to Section 12(g) of the Act: NONE
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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.....
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by
nonaffiliates of J.P. Morgan totaled $15,377,040,281 at February
29, 1996.
The number of shares outstanding of J.P. Morgan's Common
Stock, $2.50 Par Value, at February 29, 1996, totaled 187,811,179
shares.
DOCUMENTS INCORPORATED BY REFERENCE
J.P. Morgan's Annual report to Stockholders for the year
ended December 31, 1995, is incorporated by reference in response
to Part I, Items 1, 2, 3, and 4; Part II, Items 5, 6, 7, 8, and
9; and Part IV, Item 14 of Form 10-K.
J.P. Morgan's definitive Proxy Statement dated March 25,
1996, is incorporated by reference in response to Part III, Items
10, 11, 12, and 13 of Form 10-K.
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FORM 10-K CROSS-REFERENCE INDEX
_______________________________
Page No. *
Part I
Item 1. Business
Description of business 6-14, 99-101
Number of employees 80
Financial information about foreign and
domestic operations 74-75,88-90
Distribution of assets, liabilities, and
stockholders' equity; interest rates
and interest differential 82-84
Investment portfolio 53-55
Loan portfolio 47,62-63,
85-90
Summary of loan loss experience 87-89
Deposits 82,84,93
Return on equity and assets 80-81
Short-term borrowings 94
Item 2. Properties 101
Item 3. Legal proceedings (a)
Item 4. Submission of matters to a vote of
security holders (a)
Part II
Item 5. Market for registrant's common equity and
related stockholder matters 79,80-81,95
Item 6. Selected financial data 80-81
Item 7. Management's discussion and analysis of
financial condition and results of
operations 6-38
Item 8. Financial statements and supplementary data
Report of independent accountants 40
J.P. Morgan & Co. Incorporated
Consolidated statement of income 41
Consolidated balance sheet 42
Consolidated statement of changes in
stockholders' equity 43
Consolidated statement of cash flows 44
Morgan Guaranty Trust Company of New York -
Consolidated statement of condition 45
Notes to financial statements 46-79
Selected consolidated quarterly
financial data (b), 95
Consolidated average balances and net
interest earnings, for the three months
ended December 31, 1995 and 1994 110-111
Item 9. Changes in and disagreements with accountants
on accounting and financial disclosure (a)
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Part III Page No. *
Item 10. Directors and executive officers of the
registrant (c)
Item 11. Executive compensation (c)
Item 12. Security ownership of certain beneficial
owners and management (c)
Item 13. Certain relationships and related
transactions (c)
Part IV
Item 14. Exhibits, financial statement schedules,
and reports on Form 8-K
1. Financial statements have been included
in Item 8.
2. Financial statement schedules
Schedule III - Condensed financial
information of J.P. Morgan & Co.
Incorporated (parent) 76-78
Exhibits
3a Restated certificate of incorporation, as amended
(incorporated by reference to Exhibit 3a to J.P.
Morgan's post-effective amendment No. 1 to Form S-3,
Registration No. 33-55851)
3b By-laws of J.P. Morgan as amended through
December 11, 1991 (incorporated by reference to
Exhibit 3b to J.P. Morgan's registration
statement on Form S-3, Registration No. 33-49775)
4 Instruments defining the rights of security
holders, including indentures. J.P. Morgan
hereby agrees to furnish to the Commission, upon
request, a copy of any unfiled agreements
defining the rights of holders of long-term debt
of J.P. Morgan and of all subsidiaries of J.P.
Morgan for which consolidated or unconsolidated
financial statements are required to be filed.
10a 1992 stock incentive plan, as amended
(incorporated by reference to Exhibit 10a to J.P.
Morgan's annual report on Form 10-K for the year
ended December 31, 1994, File No. 1-5885)
10b Director stock plan, as amended (incorporated by
reference to Exhibit 10b to J.P. Morgan's annual
report on Form 10-K for the year ended December
31, 1994, File No. 1-5885)
10c Deferred compensation plan for directors' fees,
as amended (incorporated by reference to Exhibit
10c to J.P. Morgan's annual report on Form 10-K
for the year ended December 31, 1992, File No, 1-5885)
10d 1989 stock incentive plan, as amended
(incorporated by reference to Exhibit 10d to J.P.
Morgan's annual report on Form 10-K for the year
ended December 31, 1994, File No. 1-5885)
<PAGE 5>
10e 1987 stock incentive plan, as amended
(incorporated by reference to Exhibit 10e to J.P.
Morgan's annual report on Form 10-K for the year
ended December 31, 1994, File No. 1-5885)
10f Stock option plan, as amended (incorporated by
reference to Exhibit 10f to J.P. Morgan's annual
report on Form 10-K for the year ended December 31,
1994, File No. 1-5885)
10g Incentive compensation plan, as amended
(incorporated by reference to Exhibit 10g to J.P.
Morgan's annual report on Form 10-K for the year
ended December 31, 1994, File No. 1-5885)
10h Stock option award (incorporated by reference to
Exhibit 10h to J.P. Morgan's quarterly report on
Form 10-Q for the quarter ended March 31, 1995, File
No. 1-5885)
10i 1995 stock incentive plan
10j 1995 executive officer performance plan
12 Statements re computation of ratios (incorporated by
reference to Exhibit 12 to J.P. Morgan's amendment
No. 2 to Form S-3, Registration No. 33-64193)
13 Annual report to stockholders
Only those sections of the annual report to
stockholders referenced in the cross-reference index
above are incorporated in the report on Form 10-K.
21 Subsidiaries of J.P. Morgan
23 Consent of independent accountants
24 Powers of attorney
27 Financial data schedule
Other schedules and exhibits are omitted because the
required information either is not applicable or is shown
in the financial statements or the notes thereto.
Reports on Form 8-K
Report on Form 8-K dated October 12, 1995, was filed with
the Securities and Exchange Commission during the quarter
ended December 31, 1995, which reported the issuance by J.P.
Morgan of a press release reporting its earnings for the
three- and nine-month periods ended September 30, 1995.
In addition, Form 8-K dated December 13, 1995, was filed
announcing a dividend increase and stock repurchase
program, and Form 8-K dated December 14, 1995, was filed
announcing that Michael E. Patterson had been named a
vice chairman of J.P. Morgan.
* Refers to pages appearing in the J.P. Morgan & Co.
Incorporated Annual report to stockholders for the year
ended December 31, 1995. Such annual report was mailed to
stockholders and a copy is attached hereto as Exhibit 13.
The aforementioned pages are incorporated herein by
reference in accordance with General Instruction G to Form
10-K. This document shall be deemed to have been "filed"
only to the extent of the material incorporated herein by
reference.
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(a) Nothing to report.
(b) Fourth quarter 1995 results are incorporated by reference
to the report on Form 8-K dated January 11, 1996, filed
with the Securities and Exchange Commission.
(c) Incorporated by reference to the definitive Proxy
Statement dated March 25, 1996.
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SIGNATURES
__________
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on March 25, 1996, on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) J.P. MORGAN & CO. INCORPORATED
By (SIGNATURE) /s/ RACHEL F. ROBBINS
____________________________
(Name and Rachel F. Robbins, Secretary
Title)
Date March 25, 1996
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on March 25, 1996, by the
following persons on behalf of the registrant in the capacities
indicated.
By (SIGNATURE) s/JOHN A. MAYER JR.
_______________________________________
(Name and John A. Mayer Jr., Chief Financial Officer
Title) (Principal financial officer)
By (SIGNATURE) s/DAVID H. SIDWELL
_______________________________________
(Name and David H. Sidwell, Managing Director and
Title) Controller
(Principal accounting officer)
By (SIGNATURE) s/DOUGLAS A. WARNER III *
____________________________________________
(Name and Douglas A. Warner III, Chairman of the Board
Title) and Director
(Principal executive officer)
By (SIGNATURE) s/RILEY P. BECHTEL *
__________________________
(Name and Riley P. Bechtel, Director
Title)
By (SIGNATURE) s/MARTIN FELDSTEIN *
__________________________
(Name and Martin Feldstein, Director
Title)
By (SIGNATURE) s/HANNA H. GRAY *
_______________________
(Name and Hanna H. Gray, Director
Title)
By (SIGNATURE) s/JAMES R. HOUGHTON *
___________________________
(Name and James R. Houghton, Director
Title)
By (SIGNATURE) s/JAMES L. KETELSEN *
___________________________
(Name and James L. Ketelsen, Director
Title)
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By (SIGNATURE) s/WILLIAM S. LEE *
________________________
(Name and William S. Lee, Director
Title)
By (SIGNATURE) s/ROBERTO G. MENDOZA *
______________________________________________
(Name and Roberto G. Mendoza, Vice Chairman of the Board
Title) and Director
By (SIGNATURE) s/MICHAEL E. PATTERSON *
______________________________________________
(Name and Michael E. Patterson, Vice Chairman of the
Title) Board and Director
By (SIGNATURE) s/LEE R. RAYMOND *
________________________
(Name and Lee R. Raymond, Director
Title)
By (SIGNATURE) s/RICHARD D. SIMMONS *
____________________________
(Name and Richard D. Simmons, Director
Title)
By (SIGNATURE) s/KURT F. VIERMETZ *
____________________________________________
(Name and Kurt F. Viermetz, Vice Chairman of the Board
Title) and Director
By (SIGNATURE) s/DENNIS WEATHERSTONE *
____________________________
(Name and Dennis Weatherstone, Director
Title)
By (SIGNATURE) s/DOUGLAS C. YEARLEY *
____________________________
(Name and Douglas C. Yearley, Director
Title)
* By s/MARGARET M. FORAN
______________________
Margaret M. Foran
(Attorney-in-fact)
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LIST OF EXHIBITS
3a. Restated certificate of incorporation, as amended
(incorporated by reference to Exhibit 3a to J.P. Morgan's
post-effective amendment No. 1 to Form S-3, Registration No.
33-55851)
3b. By-laws of J.P. Morgan as amended through December 11, 1991
(incorporated by reference to Exhibit 3b to J.P. Morgan's
registration statement on Form S-3, Registration No. 33-49775)
4. Instruments defining the rights of security holders,
including indentures. J.P. Morgan hereby agrees to furnish
to the Commission, upon request, a copy of any unfiled
agreements defining the rights of holders of long-term debt
of J.P. Morgan and of all subsidiaries of J.P. Morgan for
which consolidated or unconsolidated financial statements are
required to be filed.
10a. 1992 Stock incentive plan, as amended (incorporated by
reference to Exhibit 10a to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No. 1-5885)
10b. Director stock plan, as amended (incorporated by reference
to Exhibit 10b to J.P. Morgan's annual report on Form 10-K
for the year ended December 31, 1994, File No. 1-5885)
10c. Deferred compensation plan for directors' fees, as amended
(incorporated by reference to Exhibit 10c to J.P. Morgan's
annual report on Form 10-K for the year ended December 31,
1992, File No. 1-5885)
10d. 1989 stock incentive plan, as amended (incorporated by
reference to Exhibit 10d to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No. 1-5885)
10e. 1987 stock incentive plan, as amended (incorporated by
reference to Exhibit 10e to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No. 1-5885)
10f. Stock option plan, as amended (incorporated by reference to
Exhibit 10f to J.P. Morgan's annual report on Form 10-K for
the year ended December 31, 1994, File No. 1-5885)
10g. Incentive compensation plan, as amended (incorporated by
reference to Exhibit 10g to J.P. Morgan's annual report on
Form 10-K for the year ended December 31, 1994, File No. 1-5885)
10h. Stock option award (incorporated by reference to Exhibit 10h
to J.P. Morgan's quarterly report on Form 10-Q for the
quarter ended March 31, 1995, File No. 1-5885)
10i. 1995 stock incentive plan
10j. 1995 executive officer performance plan
12. Statements re computation of ratios (incorporated by
reference to Exhibit 12 to J.P. Morgan's amendment No. 2 to
Form S-3, Registration No. 33-64193)
13. The J.P. Morgan & Co. Incorporated Annual report to
stockholders (Pages 6-38, 40-90, 93-95, 99-101). This
document shall be deemed to have been "filed" only to the
extent of the material incorporated herein by reference.
21. Subsidiaries of J.P. Morgan
23. Consent of independent accountants
24. Powers of attorney
27. Financial data schedule