Morgan J P & Co Inc – ‘10-K’ for 12/31/98

As of:  Thursday, 3/11/99   ·   For:  12/31/98   ·   Accession #:  950123-99-2066   ·   File #:  1-05885

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        J.P. Morgan & Co. Incorporated                        10     47K 
 2: EX-12       Statements Re Computation of Ratios                    2     12K 
 3: EX-13       Annual Report                                        150    917K 
 4: EX-21       Subsidiaries of J.P. Morgan                           11     32K 
 5: EX-23       Consent of Independent Accountants                     1      9K 
 6: EX-24       Powers of Attorney                                    17     42K 
 7: EX-27       Financial Data Schedule                                2±    12K 

10-K   —   J.P. Morgan & Co. Incorporated
Document Table of Contents

10-K
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1                                                                               

 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, 1998

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

------------------------------------------------------------------
 Securities registered pursuant to Section 12(b) of the Act:

                                                                [Download Table]

                                                    Name of each exchange on
Title of each class                                 which registered        
-------------------                                 ------------------------
                                                                            
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 $19,614,031,243 at February 26, 1999.                       

       The number of shares outstanding of J.P. Morgan's Common Stock, $2.50
Par Value, at February 26, 1999, 176,009,254 totaled shares.                    

 DOCUMENTS INCORPORATED BY REFERENCE

         J.P. Morgan's Annual report to Stockholders for the year ended December
31, 1998, 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 11, 1999, 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 
------------------------------- 

                                                        [Enlarge/Download Table]

Part I                                                          Page No. *             
                                                                                       
Item 1.  Business                                                                      
           Description of business                              19-30, 47-48           
           Number of employees                                  128                    
           Financial information about foreign and domestic                            
             operations                                         42-44, 123-124, 134-135
           Distribution of assets, liabilities, and                                    
             stockholders' equity; interest rates and                                  
             interest differential                              131-133                
           Investment portfolio                                 82-84                  
           Loan portfolio                                       72-74, 89-92           
           Summary of loan loss experience                      73-74, 92-96           
           Deposits                                             96-97, 131-133         
           Return on equity and assets                          128-129                
           Short-term borrowings                                97-98                  

Item 2.  Properties                                             48                     

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                                  124, 128-130           

Item 6.  Selected financial data                                128-129                

Item 7.  Management's discussion and analysis of financial                             
           condition and results of operations                  1-4, 17-59             

Item 7a. Quantitative and qualitative disclosures about market                         
           risk                                                 49-54                  

Item 8.  Financial statements and supplementary data                                   
           Report of independent accountants                    62                     
           J.P. Morgan & Co. Incorporated                                              
             Consolidated statement of income                   63                     
             Consolidated balance sheet                         64                     
             Consolidated statement of changes in                                      
               stockholders' equity                             65-66                  
             Consolidated statement of cash flows               67                     
         Morgan Guaranty Trust Company of New York -                                   
           Consolidated statement of condition                  68                     
         Notes to financial statements                          69-127                 
         Selected consolidated quarterly financial data         (b)130                 

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)                   125-127   

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)                                     

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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)      

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 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
           consolidated financial statements or the notes thereto.

Reports on Form 8-K                   

                   Report on Form 8-K dated October 19, 1998, was filed with
                   the Securities and Exchange Commission during the quarter
                 ended December 31, 1998, 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, 1998.
                 In addition, Form 8-K dated December 9, 1998, was filed
               announcing a dividend increase, lower results for the
         fourth quarter, and a stock repurchase program.

       *Refers to pages appearing in the J.P. Morgan & Co.
                 Incorporated annual report to stockholders for the year ended
       December 31, 1998. 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 1998 results are incorporated by reference to the     
          report on Form 8-K dated January 19, 1999, filed with the Securities
and Exchange Commission.                                  

(c)        Incorporated by reference to the definitive Proxy Statement dated    
March 11, 1999.                                           

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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   
11, 1999, 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 11, 1999, by the following persons on behalf of  
the registrant in the capacities indicated.                                     

By (SIGNATURE)                     s/JOHN A. MAYER JR.                          
                   -----------------------------
(Name and Title)                   John A. Mayer Jr.                            
             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*                           
                   -----------------------------
(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                    

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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/DOUGLAS C. YEARLEY *                       
                   -----------------------------
(Name and Title)                   Douglas C. Yearley, Director                 

* By  s/JAMES C.P. BERRY                                                        
--------------------------                                          
James C.P. Berry                                                      
(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 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)                                     

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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 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                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/11/99		2		7			DEF 14A
		2/26/99		2
		1/19/99		6					8-K
For Period End:		12/31/98		1		5			13F-E
		12/9/98		5					8-K
		10/19/98		5					8-K
		9/30/98		5		10			10-Q,  13F-E
		12/31/97		5		9			10-K,  13F-E,  13F-E/A
		12/31/96		5		9			10-K,  13F-E
		4/11/96		4		9			8-K
		4/10/96		4		9
		12/31/95		5		10			10-K
		3/31/95		5		9			10-Q,  13F-E
		12/31/94		4		9			10-K405
		12/31/92		4		9
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