1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
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
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock, $2.50 Par Value New York Stock Exchange
Adjustable Rate Cumulative Preferred Stock, New York Stock Exchange
Series A, No Par Value, Stated Value $100
Depositary shares representing a one- New York Stock Exchange
tenth interest in 6 5/8% Cumulative
Preferred Stock, Series H, No Par
Value, Stated Value $500
2.5% Commodity-Indexed Preferred American Stock Exchange
Securities (ComPS(SM)), Series A issued
by J.P. Morgan Index Funding Company I
and guaranteed by J.P. Morgan & Co.
Incorporated
Commodity-Indexed Preferred Securities American Stock Exchange
(ComPS(SM)), Series B issued by J.P.Morgan
Index Funding Company I and guaranteed by
J.P. Morgan & Co. Incorporated, Initial
Face Amount $13
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 $17,589,370,207 at February 25, 2000.
The number of shares outstanding of J.P. Morgan's Common Stock, $2.50 Par
Value, at February 25, 2000, 163,053,258 totaled shares.
DOCUMENTS INCORPORATED BY REFERENCE
J.P. Morgan's Annual Report to Stockholders for the year ended December 31,
1999, is incorporated by reference in response to Part I, Items 1, 2, 3, and 4;
Part II, Items 5, 6, 7, 7a, 8, and 9; and Part IV, Item 14 of Form 10-K.
J.P. Morgan's definitive Proxy Statement dated March 8, 2000, is
incorporated by reference in response to Part III, Items 10, 11, 12, and 13 of
Form 10-K.
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PART I
All references to pages appearing in the J.P. Morgan & Co. Incorporated (J.P.
Morgan) Annual Report to Stockholders for the year ended December 31, 1999,
attached hereto as Exhibit 13, 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.
ITEM 1.
Description of business:
Refer to pages 22, 27-36, and 53 of J.P. Morgan's 1999 Annual Report to
Stockholders incorporated herein by reference.(See Exhibit 13 to this Form 10-K)
Number of employees:
Refer to page 114 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K)
Financial information about foreign and domestic operations:
Refer to pages 50 and 108-109 of J.P. Morgan's 1999 Annual Report to
Stockholders incorporated herein by reference. (See Exhibit 13 to this Form
10-K). Also refer to the subsequent section titled Cross-border and local
outstandings under the regulatory basis.
Distribution of assets, liabilities, and stockholders' equity; interest rates
and interest differential:
Refer to pages 116-118 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K)
Investment portfolio:
Refer to pages 80-82 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K.)
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Loan portfolio:
For significant accounting policies and details regarding our loan portfolio and
impaired loans as of December 31, 1999 and 1998, refer to pages 67-69 and pages
87-90 of J.P. Morgan's 1999 Annual Report to Stockholders incorporated herein by
reference. (See Exhibit 13 to this Form 10-K).
In addition, the table below provides period-end information prior to December
31, 1998 related to our loan portfolio. The information is presented by industry
of borrower and location of booking office as of December 31, 1997, 1996 and
1995.
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In millions: December 31 1997 1996 1995
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Loans in offices in the U.S.
Commercial and industrial $ 1 326 $ 1 878 $ 1 990
Financial institution:
Banks 232 641 729
Other financial institutions 939 902 527
Collateralized by real estate 1 330 324 365
Other, primarily individuals and including
U.S. state and political subdivisions 1 509 1 488 1 666
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5 336 5 233 5 277
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Loans in offices outside the U.S.
Commercial and industrial 12 576 12 026 10 045
Financial institution:
Banks 3 419 2 853 1 447
Other financial institutions 4 805 4 522 3 013
Collateralized by real estate 1 153 364 281
Foreign governments and official
institutions 693 811 1 042
Other, primarily individuals and including
U.S. state and political subdivisions 3 596 2 311 2 348
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26 242 22 887 18 176
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Total loans 31 578 28 120 23 453
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Impaired Loans
In addition, the following table presents impaired loans - net of charge-offs -
organized by the location of the counterparty as of December 31, 1997, 1996 and
1995.
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In millions: December 31 1997 1996 1995
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Counterparties in the U.S.
Commercial and industrial $ 12 $ 83 $ 59
Other 16 17 31
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28 100 90
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Counterparties outside the U.S.
Commercial and industrial 44 6 8
Banks 28 1 1
Other 13 13 18
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85 20 27
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Total impaired loans 113 120 117
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Certain reclassifications were made to the above table to conform with the
categorization used in Bank regulatory filings. The above amounts are
categorized on the same basis as the impaired loans disclosure in J.P. Morgan's
1999 Annual Report to Stockholders incorporated herein by reference. (See
Exhibit 13 to this Form 10-K.)
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The following table presents an analysis of the changes in impaired loans for
the periods ended prior to December 31, 1998.
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In millions 1997 1996 1995
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Impaired loans, January 1 $120 $117 $219
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Additions to impaired loans 123 123 124
Less:
Repayments of principal, net of additional advances (21) (57) (113)
Impaired loans returning to accrual status (48) - -
Charge-offs:(a)
Commercial and industrial (21) (30) (39)
Banks and other financial institutions (17) - -
Other (2) (9) (16)
Interest and other credits (7) (11) (12)
Sales and swaps of loans (14) (13) (46)
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Impaired loans, December 31 113 120 117
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Summary of loan loss experience:
For significant accounting policies and details regarding our loan loss
experience for the years ended December 31, 1999, 1998 and 1997, refer to pages
67-69 and pages 91-92 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K). In
addition, the tables below provide a summary of credit loss experience for the
years ended December 31, 1996 and 1995.
Allowances for credit losses
Prior to December 31, 1996, our reserves and allowances for credit losses were
displayed in the aggregate as a reduction of loans in our Consolidated balance
sheet. Beginning December 31, 1996, in accordance with the American Institute
of Certified Public Accountants (AICPA) Banks and Savings Institutions Audit
Guide, the aggregate allowance was apportioned and displayed as a reduction to
loans, as a reduction of trading assets related to determining the fair value of
our derivatives portfolio, and as other liabilities related to off-balance-sheet
lending commitments. Amounts were allocated based on assigning specific
counterparty, industry, and country allocations based on product or balance
sheet caption of the underlying counterparty exposure; amounts related to the
general component were proportionally allocated to balance sheet captions based
on an assessment of the level of risk of the underlying exposures.
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The following table summarizes the activity of the allowance for loan losses for
the years ended December 31, 1996 and 1995.
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In millions 1996 1995 (d)
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Beginning balance, January 1 $ 1 130 (c) $ 1 131
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Reclassifications in the U.S. (198) -
Reclassifications outside the U.S. (352) -
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(550) (c) -
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Recoveries:
Counterparties in the U.S. 20 37
Counterparties outside the U.S. 5 17
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25 54
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Charge-offs:
Counterparties in the U.S. (36) (45)
Counterparties outside the U.S.
Commercial and industrial (1) (6)
Banks and other financial institutions - -
Other (2) (4)
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(39) (55)
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Net charge-offs(a) (14) (1)
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Ending balance, December 31 566 1,130
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International portion of the allowance, December 31 389 (b) 716
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(a) Net charge-offs as a percentage of average loans were 0.05%, and 0.01%
for 1996 and 1995, respectively.
(b) Not reflected in the above table are transfers to the international
portion of the allowance from the domestic portion of $23 million in
1996.
(c) Balance at January 1, 1996 represents the aggregate allowance.
Reclassifications represent the estimated apportionment of the aggregate
allowance at December 31, 1995 as well as changes across balance sheet
captions for allowances during 1996. Reclassifications had no impact on
net income and, accordingly, were not shown on the Consolidated
statement of income. Subsequent to July 1, 1998, reclassifications
across balance sheet captions for allowances are reflected as provisions
or reversals of provisions in the Consolidated statement of income. If
reclassifications prior to July 1, 1998 were included in the
Consolidated statement of income, these captions would change as
follows, with no impact on net income: in 1996, Provision for loan
losses would decrease by $307 million, Trading revenue would decrease by
$196 million, and Other revenue would decrease by $111 million.
(d) 1995 summarizes the activity of the aggregate allowance for credit
losses that was shown as a reduction of loans in 1995.
The following table summarizes the activity of the allowance for credit losses
on lending commitments for the year ended December 31, 1996.
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In millions 1996
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Beginning balance, January 1 $ -
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Reclassifications in the U.S. 111
Reclassifications outside the U.S. 89
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200 (b)
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Ending balance, December 31 200
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International portion of the allowance, December 31(a) 89
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(a) Not reflected in the above table are transfers to the international portion
of the allowance from the domestic portion of $89 million in 1996.
(b) Refer to note (c) to the table above.
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The following table displays our allowances for loan losses and credit losses on
lending commitments by component as of December 31, 1996.
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Lending
In millions: Loans commitments
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Specific counterparty components in the U.S. $86 $31
Specific counterparty components outside the U.S. 28 31
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Total specific counterparty 114 62
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Expected loss (a) 452 138
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Total 566 200
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(a)During 1999, we revised our model for calculating expected credit losses to
incorporate factors for estimating loss previously included in our country,
industry, expected loss, and general components of our allowances. For
disclosure purposes, the country, industry, expected loss, and general
components of prior periods have been aggregated and included in the expected
loss caption in the above table.
The following table displays our aggregate allowance for credit losses by
component as of December 31, 1995
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In millions: 1995
Specific counterparty components in the U.S. $142
Specific counterparty components outside the U.S. 59
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Total specific counterparty 201
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Expected loss (a) 929
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Total 1 130
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(a)During 1999, we revised our model for calculating expected credit losses to
incorporate factors for estimating loss previously included in our country,
industry, expected loss, and general components of our allowances. For
disclosure purposes, the country, industry, expected loss, and general
components of prior periods have been aggregated and included in the expected
loss caption in the above table.
Deposits:
Refer to page 93 and pages 116-118 of J.P. Morgan's 1999 Annual Report to
Stockholders incorporated herein by reference. (See Exhibit 13 to this Form
10-K)
Return on equity and assets:
Refer to pages 114 and 115 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K)
Short-term borrowings:
Refer to page 94 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K)
Cross-border and local outstandings under the regulatory basis:
The following presents our cross-border and local outstandings under the
regulatory basis established by the Federal Financial Institutions Examination
Council (FFIEC). Bank regulatory rules differ from management's view in the
treatment of credit derivatives, trading account short positions, and the use of
fair value versus cost of investment securities. In addition, management does
not net local funding or liabilities against any local exposures as allowed by
the FFIEC. Refer to page 50 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference as Exhibit 13 to this Form 10-K for more
information on exposures based on the management view.
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In accordance with the regulatory rules, cross-border outstandings include,
regardless of currency:
- - all claims of our U.S. offices against foreign residents
- - all claims of our foreign offices against residents of other foreign countries
Local outstandings include all claims of our foreign offices with residents of
the same foreign country, net of local funding.
All outstandings are primarily based on the location of the ultimate
counterparty; that is, if collateral or a formal guarantee exists, the country
presented is determined by the location where the collateral is held and
realizable, or the location of the guarantor. In 1998 and 1997, securities
purchased under agreements to resell are included based upon domicile of
counterparty and are not risk shifted to the country of collateral. Cross-border
and local outstandings include the following: interest-earning deposits with
banks; investment securities; trading account assets including derivatives;
securities purchased under agreements to resell; loans; accrued interest;
investments in affiliates; and other monetary assets. Commitments include all
cross-border commitments to extend credit, standby letters of credit, and
guarantees, and securities lending indemnifications.
The following tables show each country where cross-border and local outstandings
exceed 0.75% of total assets, as of December 31, 1999, 1998, and 1997.
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Total out-
Net local Total % of standings
In millions Govern- out- out- total Commit- and
December 31, 1999 Banks ments Other(a) standings standings assets ments commitments
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Germany $7,988 $3,849 $2,100 $- $13,937 5.34 % $984 $14,921
The Netherlands 5,442 2,081 5,755 - 13,278 5.09 944 14,222
Italy 2,066 7,265 1,253 12 10,596 4.06 36 10,632
France 2,164 2,219 3,185 - 7,568 2.90 909 8,477
Japan 3,137 918 2,744 - 6,799 2.61 2 6,801
United Kingdom 1,775 416 3,276 - 5,467 2.10 1,375 6,842
Switzerland 1,541 439 1,977 525 4,482 1.72 890 5,372
Canada 859 793 1,447 - 3,099 1.19 1,186 4,285
Spain 572 1,077 1,154 91 2,894 1.11 315 3,209
South Africa 947 1,253 483 80 2,763 1.06 43 2,806
Mexico 42 1,185 988 - 2,215 0.85 25 2,240
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(a) Includes nonbank financial institutions and commercial and industrial
entities.
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Total out-
Net local Total % of standings
In millions Govern- out- out- total Commit- and
December 31, 1998 Banks ments Other(a) standings standings assets ments commitments
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Japan $ 1 064 $11 189 $ 2 327 $ 5 049 $ 19 629 7.52 % $ 1 204 $ 20 833
Germany 11 983 1 533 1 578 169 15 263 5.85 1 415 16 678
Italy 2 921 9 597 562 73 13 153 5.04 76 13 229
France 5 604 994 2 282 - 8 880 3.40 2 318 11 198
The Netherlands 6 101 878 906 - 7 885 3.02 367 8 252
United Kingdom 3 362 104 4 293 - 7 759 2.97 1 306 9 065
Cayman Islands 151 - 4 630 - 4 781 1.83 300 5 081
Spain 1 854 1 216 1 376 189 4 635 1.78 512 5 147
Switzerland 2 249 615 1 357 - 4 221 1.62 802 5 023
Belgium 1 429 1 135 1 088 - 3 652 1.40 4 469 8 121
Canada 1 776 957 758 - 3 491 1.34 1 601 5 092
South Korea 891 656 736 - 2 283 0.87 54 2 337
Hong Kong 251 16 803 1 082 2 152 0.82 188 2 340
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(a) Includes nonbank financial institutions and commercial and industrial
entities.
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Total out-
Net standings
In millions local Total % of and
December 31, 1997 Govern- out- out- total Commit- commit-
Banks ments Other(a) standings standings assets ments ments
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United Kingdom $ 6 314 $ 643 $ 6 181 $ - $ 13 138 5.01 % $ 1 185 $ 14 323
Japan 2 748 5 410 2 876 - 11 034 4.21 1 866 12 900
France 5 614 1 025 2 072 744 9 455 3.61 1 889 11 344
Germany 4 904 2 855 1 014 24 8 797 3.36 1 230 10 027
Cayman Islands 6 473 6 368 - 6 847 2.61 160 7 007
The Netherlands 2 751 999 2 082 - 5 832 2.22 704 6 536
Italy 1 644 3 238 623 - 5 505 2.10 4 5 509
Belgium 2 104 1 938 1 199 - 5 241 2.00 4 191 9 432
Switzerland 2 742 556 1 028 477 4 803 1.83 1 319 6 122
Canada 1 490 1 840 791 - 4 121 1.57 1 716 5 837
Spain 1 362 1 783 545 - 3 690 1.41 170 3 860
Brazil 310 1 061 826 1393 3 590 1.37 24 3 614
South Korea 1 901 190 1 089 - 3 180 1.21 282 3 462
Hong Kong 620 58 1 769 - 2 447 0.93 412 2 859
Argentina 129 1 241 903 69 2 342 0.89 5 2 347
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(a) Includes nonbank financial institutions and commercial and industrial
entities.
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ITEM 2. PROPERTIES
J.P. Morgan owns and occupies buildings in locations around the world, which
include: New York (60 Wall Street headquarters, 23 Wall Street, 15 Broad Street
and 522 Fifth Avenue), Delaware, London, and Paris. We also lease office space
in locations around the world including New York, Delaware, Brussels, Paris, and
London.
J.P. Morgan's financing arrangement for an office building complex in London
involved the sale to the lender of a 52.5% interest in the building complex.
This arrangement excluded the interior office finishing, furniture, and
technology. The building at 60 Wall Street is subject to a $404 million
mortgage as of December 31, 1999. These transactions are described in note 24,
Long-term debt, to the consolidated financial statements included in J.P.
Morgan's 1999 Annual Report to Stockholders filed as Exhibit 13 to this Form
10-K.
On December 23, 1998, the City and State of New York and the New York Stock
Exchange announced their intention to build a new Exchange on land currently
occupied by J.P. Morgan facilities at 15 Broad Street, 23 Wall Street, and 37
Wall Street in New York City. We do not anticipate any disruption to our
operations, or any material impact on our financial statements, as a result of
this transaction.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
PART II
All references to pages appearing in the J.P. Morgan & Co. Incorporated Annual
Report to Stockholders for the year ended December 31, 1999, attached hereto as
Exhibit 13, are incorporated herein by reference in accordance with General
Instructions 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.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS:
Refer to page 110 and pages 113-115 of J.P. Morgan's 1999 Annual Report
to Stockholders incorporated herein by reference. (See Exhibit 13 to this Form
10-K)
ITEM 6. SELECTED FINANCIAL DATA:
Refer to pages 114-115 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Refer to pages 2-6 and pages 22-56 of J.P. Morgan's 1999 Annual Report
to stockholders incorporated herein by reference. (See Exhibit 13 to this Form
10-K)
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
Refer to pages 39-43 and page 46 of J.P. Morgan's 1999 Annual Report to
Stockholders incorporated herein by reference. (See Exhibit 13 to this Form
10-K)
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
Report of independent accountants - Refer to page 57 of J.P. Morgan's 1999
Annual Report to Stockholders incorporated herein by reference. (See Exhibit
13 to this Form 10-K)
Consolidated financial statements including the consolidated statement of
income, balance sheet, statement of changes in stockholders' equity and
statement of cash flows - Refer to pages 58-62 of J.P. Morgan's 1999 Annual
Report to Stockholders incorporated herein by reference. (See Exhibit 13 to
this Form 10-K)
Consolidated statement of condition of Morgan Guaranty Trust Company of New York
- - Refer to page 63 of J.P. Morgan's 1999 Annual Report to Stockholders
incorporated herein by reference. (See Exhibit 13 to this Form 10-K)
Notes to consolidated financial statements - Refer to pages 64-113 of J.P.
Morgan's 1999 Annual Report to Stockholders incorporated herein by reference.
(See Exhibit 13 to this Form 10-K)
Selected consolidated quarterly financial data - Refer to page 113 of J.P.
Morgan's 1999 Annual Report to Stockholders incorporated herein by reference.
(See Exhibit 13 to this Form 10-K) Fourth quarter 1999 results are
incorporated herein by reference to the report on Form 8-K dated January 18,
2000, filed with the Securities and Exchange Commission.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:
Nothing to report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
Incorporated by reference to the definitive Proxy Statement dated March 8, 2000.
ITEM 11. EXECUTIVE COMPENSATION:
Incorporated by reference to the definitive Proxy Statement dated March 8, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
Incorporated by reference to the definitive Proxy Statement dated March 8, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
Incorporated by reference to the definitive Proxy Statement dated March 8, 2000.
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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)
Refer to pages 110-112 of J.P. Morgan's 1999 Annual Report to
Stockholders incorporated herein by reference. (See Exhibit 13 to
this Form 10-K)
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 April 10, 1996
(incorporated by reference to Exhibit 3b to J.P. Morgan's report on
Form 8-K, dated April 11, 1996)
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. Incentive compensation 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, 1997, File No. 1-5885)
10g. 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)
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10h. 1995 stock incentive plan, as amended (incorporated by reference to
Exhibit 10i to J.P. Morgan's annual report on Form 10-K for the year
ended December 31, 1996, File No. 1-5885)
10i. 1995 executive officer performance plan (incorporated by reference
to Exhibit 10j to J.P. Morgan's annual report on Form 10-K for the
year ended December 31, 1995, File No. 1-5885)
10j. 1998 performance plan (incorporated by reference to Exhibit 10 to
J.P. Morgan's quarterly report on Form 10-Q for the quarter ended
September 30, 1998, File No. 1-5885)
12. Statements re computation of ratios
13. Annual Report to Stockholders. Only those sections of the Annual
Report to Stockholders referenced in Parts I, II and IV above
are incorporated in this 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 consolidated financial statements or the
notes thereto.
Reports on Form 8-K:
Report on Form 8-K dated October 18, 1999, was filed with the Securities and
Exchange Commission during the quarter ended December 31, 1999, 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, 1999.
14
SIGNATURES
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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 8,
2000, on its behalf by the undersigned, thereunto duly authorized.
(Registrant) J.P. MORGAN & CO. INCORPORATED
By (SIGNATURE) /s/RACHEL F. ROBBINS
-----------------------------
(Name and Title) Rachel F. Robbins
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on March 8, 2000, by the following persons on behalf of
the registrant in the capacities indicated.
By (SIGNATURE) /s/PETER D. HANCOCK
-----------------------------
(Name and Title) Peter D. Hancock
Chief Financial Officer
(Principal financial officer)
By (SIGNATURE) /s/DAVID H. SIDWELL
-----------------------------
(Name and Title) David H. Sidwell
Managing Director and Controller
(Principal accounting officer)
By (SIGNATURE) /s/DOUGLAS A. WARNER III *
-----------------------------
(Name and Title) Douglas A. Warner III
Chairman of the Board and Director
(Principal executive officer)
By (SIGNATURE) /s/PAUL A. ALLAIRE*
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(Name and Title) Paul A. Allaire, Director
By (SIGNATURE) /s/RILEY P. BECHTEL *
-----------------------------
(Name and Title) Riley P. Bechtel, Director
By (SIGNATURE) /s/LAWRENCE A. BOSSIDY *
-----------------------------
(Name and Title) Lawrence A. Bossidy, Director
By (SIGNATURE) /s/MARTIN FELDSTEIN *
-----------------------------
(Name and Title) Martin Feldstein, Director
By (SIGNATURE) /s/ELLEN V. FUTTER *
-----------------------------
(Name and Title) Ellen V. Futter, Director
15
By (SIGNATURE) /s/HANNA H. GRAY *
-----------------------------
(Name and Title) Hanna H. Gray, Director
By (SIGNATURE) /s/WALTER A. GUBERT *
-----------------------------
(Name and Title) Walter A. Gubert
Vice Chairman of the Board and Director
By (SIGNATURE) /s/JAMES R. HOUGHTON *
-----------------------------
(Name and Title) James R. Houghton, Director
By (SIGNATURE) /s/JAMES L. KETELSEN *
-----------------------------
(Name and Title) James L. Ketelsen, Director
By (SIGNATURE) /s/JOHN A. KROL *
-----------------------------
(Name and Title) John A. Krol, Director
By (SIGNATURE) /s/ROBERTO G. MENDOZA *
-----------------------------
(Name and Title) Roberto G. Mendoza
Vice Chairman of the Board and Director
By (SIGNATURE) /s/MICHAEL E. PATTERSON *
-----------------------------
(Name and Title) Michael E. Patterson
Vice Chairman of the Board and Director
By (SIGNATURE) /s/LEE R. RAYMOND *
-----------------------------
(Name and Title) Lee R. Raymond, Director
By (SIGNATURE) /s/RICHARD D. SIMMONS *
-----------------------------
(Name and Title) Richard D. Simmons, Director
By (SIGNATURE) /s/KURT F. VIERMETZ *
-----------------------------
(Name and Title) Kurt F. Viermetz, Director
By (SIGNATURE) /s/LLOYD D. WARD *
-----------------------------
(Name and Title) Lloyd D. Ward, Director
By (SIGNATURE) /s/DOUGLAS C. YEARLEY *
-----------------------------
(Name and Title) Douglas C. Yearley, Director
* By /s/JAMES C.P. BERRY
--------------------------
James C.P. Berry
(Attorney-in-fact)
16
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 April 10, 1996
(incorporated by reference to Exhibit 3b to J.P.
Morgan's report on Form 8-K, dated April 11, 1996)
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. Incentive compensation plan, as amended (incorporated by
reference to Exhibit 10f to J.P. Morgan annual report on
Form 10-K for the year ended December 31, 1997, File No.
1-5885)
10g. 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)
10h. 1995 stock incentive plan, as amended (incorporated by
reference to Exhibit 10i to J.P. Morgan's annual report
on Form 10-K for the year ended December 31, 1996, File
No. 1-5885)
17
10i. 1995 executive officer performance plan (incorporated by
reference to Exhibit 10j to J.P. Morgan's annual report
on Form 10-K for the year ended December 31, 1995, File
No. 1-5885)
10j. 1998 performance plan (incorporated by reference to
Exhibit 10 to J.P. Morgan's quarterly report on Form
10-Q for the quarter ended September 30, 1998, File No.
1-5885)
12. Statements re computation of ratios
13. Annual Report to Stockholders. Only those sections of
the Annual Report to Stockholders referenced in Parts
I, II and IV above are incorporated in this report on
Form 10-K.
21. Subsidiaries of J.P. Morgan
23. Consent of independent accountants
24. Powers of attorney
27. Financial data schedule