<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------
Date of Report (Date of earliest event reported) April 6, 2000
J.P. MORGAN & CO. INCORPORATED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-5885 13-2625764
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
</TABLE>
60 WALL STREET, NEW YORK, NEW YORK 10260-0060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 483-2323
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
On April 12, 2000, the Registrant issued a press release announcing its
earnings for the three-month period ended March 31, 2000. A copy of
such press release is filed herein as Exhibit 99a.
On April 12, 2000, the Registrant issued a press release announcing the
formation of eSolutions, a new global business development group within
Investment Banking that will bring together strategic advice,
financing, risk management, and investment in one unit. A copy of such
press release is filed herein as Exhibit 99b.
On April 11, 2000, a joint press release was issued announcing the
Registrant's partnership, with AngloGold and Produits Artistiques de
Metaux Precieux, to form GoldAvenue, an independent company that will
be the first to offer a comprehensive range of products and services
for businesses, investors and consumers in the gold market primarily
through the use of the Internet. A copy of such press release is filed
herein as Exhibit 99c.
On April 10, 2000, a joint press release was issued announcing the
Registrant along with five of the leading derivative dealers (Chase
Manhattan Bank, Citigroup, Deutsche Bank, Morgan Stanley Dean Witter
and Warburg Dillon Read), intend to create a joint venture called
SwapsWire. The venture will be dedicated to developing the electronic
trading of interest rate derivative transactions. A copy of such press
release is filed herein as Exhibit 99d.
On April 6, 2000 the Registrant issued a press release announcing the
creation of TransactPlus, Inc. - an independent firm that provides a
global network for companies to plug into and gain instant access to
universal business to business integration services. A copy of such
press release is filed herein as Exhibit 99e.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
NONE.
(b) Pro Forma Financial Information
NONE.
(c) Exhibits
12. Statement re computation of ratios.
99a. Copy of press release of J.P. Morgan & Co. Incorporated dated
April 12, 2000.
99b. Copy of press release of J.P. Morgan & Co. Incorporated dated
April 12, 2000.
99c. Copy of press release of J.P. Morgan & Co. Incorporated dated
April 11, 2000.
99d. Copy of press release of J.P. Morgan & Co. Incorporated dated
April 10, 2000.
<PAGE> 3
99e. Copy of press release of J.P. Morgan & Co. Incorporated dated
April 6, 2000.
99f. Morgan Guaranty Trust Company of New York Statement of
Condition as of March 31, 2000.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
J.P. MORGAN & CO. INCORPORATED
------------------------------
(REGISTRANT)
/s/ Grace B. Vogel
----------------------------
NAME: Grace B. Vogel
TITLE: Chief Accounting Officer
DATE: April 6, 2000
<PAGE> 1
EXHIBIT 12
Computation of Ratio of Earnings to Fixed Charges
J.P. Morgan & Co. Incorporated
Consolidated
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Three Months
Dollars in millions 2000
- ------------------------------------------------------------------------------------
<S> <C>
Earnings:
Net income $ 628
Add: income taxes 353
Less: equity in undistributed income
of all affiliates accounted for by
the equity method 31
Add: fixed charges, excluding interest
on deposits 2 044
- ------------------------------------------------------------------------------------
Earnings available for fixed charges,
excluding interest on deposits 2 994
Add: interest on deposits 542
- ------------------------------------------------------------------------------------
Earnings available for fixed charges,
including interest on deposits 3 536
- ------------------------------------------------------------------------------------
Fixed charges:
Interest expense, excluding interest on
deposits 2 036
Interest factor in net rental expense 8
- ------------------------------------------------------------------------------------
Total fixed charges, excluding interest
on deposits 2 044
Add: interest on deposits 542
- ------------------------------------------------------------------------------------
Total fixed charges, including interest
on deposits 2 586
- ------------------------------------------------------------------------------------
Ratio of earnings to fixed charges:
Excluding interest on deposits 1.46
Including interest on deposits 1.37
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
EXHIBIT 12
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends
J.P. Morgan & Co. Incorporated
Consolidated
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Three Months
Dollars in millions 2000
- -----------------------------------------------------------------------------------------
<S> <C>
Earnings:
Net income $ 628
Add: income taxes 353
Less: equity in undistributed income
of all affiliates accounted for by
the equity method 31
Add: fixed charges, excluding interest
on deposits, and preferred stock
dividends 2 059
- -----------------------------------------------------------------------------------------
Earnings available for fixed charges,
excluding interest on deposits 3 009
Add: interest on deposits 542
- -----------------------------------------------------------------------------------------
Earnings available for fixed charges,
including interest on deposits 3 551
- -----------------------------------------------------------------------------------------
Fixed charges:
Interest expense, excluding interest on
deposits 2 036
Interest factor in net rental expense 8
Preferred stock dividends 15
- -----------------------------------------------------------------------------------------
Total fixed charges, excluding interest
on deposits 2 059
Add: interest on deposits 542
- -----------------------------------------------------------------------------------------
Total fixed charges, including interest
on deposits 2 601
- -----------------------------------------------------------------------------------------
Ratio of earnings to fixed charges:
Excluding interest on deposits 1.46
Including interest on deposits 1.37
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260-0060
NYSE: symbol: JPM
- --------------------------------------------------------------------------------
NEWS RELEASE: IMMEDIATE April 12, 2000
J.P. MORGAN REPORTS RECORD EARNINGS
J.P. Morgan today reported record quarterly net income of $628 million for the
first quarter of 2000, up from $600 million in the first quarter of 1999.
Earnings per share were $3.37, an increase of 12% from $3.01 a year ago. Return
on common equity was 23% in the quarter, compared with 22% in the first quarter
of 1999.
HIGHLIGHTS FOR THE FIRST QUARTER:
- - Economic value added (EVA) rose 26% to $358 million from a year ago
- - Revenues of $2.836 billion were up 14% from a very strong first quarter
in 1999
- - Strong momentum in Equities, Investment Banking, and Asset Management
Services fueled top-line growth
- - Expenses increased 18% because of higher performance-driven compensation
accruals and investment in the expansion of key client activities
- - The efficiency ratio (expenses divided by revenues) was 65%, within our
target range
"We continued to reap the benefits of our strategic investments this quarter,"
said Douglas A. Warner III, chairman. "Strength in equities, investment banking,
and asset management drove growth and has created a much more diversified
earnings mix. We are excited about the momentum in our core franchise and the
upside potential of our e-finance initiatives."
ACCELERATION OF FIRMWIDE e-FINANCE INITIATIVES
During the quarter we significantly accelerated efforts to launch digital,
commercial applications of Morgan capabilities and technologies, frequently
partnering with firms that are leaders in their industries. To that end, we
established LabMorgan, a new e-finance unit that aims to be a destination of
choice for entrepreneurs and a hub for innovation within the firm. These
initiatives have important benefits: They provide our clients and us with
improved service and extend our client reach by capturing scale and drawing on
the resources of partner companies. They also unlock equity value from
leading-edge technologies that we have developed to support existing business
activities. Major initiatives in the quarter included:
- - Launch of Morgan OnLine, comprehensive, integrated wealth management
advice and services delivered to affluent individuals via the Internet
- - Participation in Sony Net Bank, a new consumer e-banking venture in Japan
that will utilize J.P. Morgan's
- --------------------------------------------------------------------------------
Press contact: Joseph M. Evangelisti 212/648-9589
Investor contact: Ann B. Patton 212/648-9446
<PAGE> 2
J.P. Morgan & Co. Incorporated 2
on-line private banking expertise
- - Formation of Arcordia, an Internet-based derivative operations and
settlement company
- - Participation in Securities.Hub, an e-commerce company that will host a
series of on-line portals linking securities firms and dealers with
institutional investors worldwide
- - Formation of Market Axess, a multi-dealer fixed income transaction
platform providing on-line access to research, new-issue, and secondary
markets
- - Creation of Cygnifi, an independent, Internet-based derivatives services
company delivering market, credit, and collateral risk management
expertise
Since the beginning of April we have announced three additional initiatives:
- - Formation of TransactPlus, an independent firm that allows companies to
identify, validate, and connect with each other in a 24x7, secure,
globally available environment
- - Creation of SwapsWire, a network and protocol for on-line trading and
negotiation of interest rate derivative transactions
- - Creation of GoldAvenue, an independent company that will be the first to
offer a comprehensive range of products and services to the gold market
over the Internet
REVENUES BY SEGMENT
Total revenues were $2.836 billion in the first quarter of 2000, up 14% from the
same period a year ago.
Investment Banking revenues rose 41% to $364 million in the first quarter. The
increase was fueled by robust advisory results and record revenues from equity
underwriting and derivatives. Revenues from European clients and the technology
and biotechnology sectors were particularly strong. For the first quarter,
Thompson Financial Securities Data Corporation ranked J.P. Morgan fifth
worldwide in completed mergers and acquisitions, with a market share of 18%.
This includes strong gains in the United States, where we ranked third with a
similar market share.
Equities revenues increased more than twofold to $636 million over the prior
year. Equity derivative revenues were sharply higher, reflecting increased
client demand and significant trading gains. Results from equity underwriting
more than doubled as we maintained our top-three lead manager ranking for
transactions larger than $500 million and gained share overall. We ranked fifth
among lead underwriters of U.S. transactions with a market share of 8.9%,
compared with seventh and a market share of 5.6% for all of 1999. Brokerage
commission revenues also increased sharply as a result of higher volumes and
market share gains, particularly in Europe.
Interest Rate and Foreign Exchange Markets revenues declined 25% to $489 million
from the first quarter of 1999, primarily due to lower trading results and
client activity in interest rate derivatives. Less investor
<PAGE> 3
J.P. Morgan & Co. Incorporated 3
demand for yield-enhancing transactions in the rising interest rate environment
globally, combined with a shift in interest toward equities, depressed client
flows. Government securities revenues were strong in the quarter, although down
from a year ago when results in Asia were exceptional. Foreign exchange
activities were in line with last year's quarter.
Credit Markets revenues were $387 million in the first quarter. This compares
with revenues of $704 million a year ago, which included significant gains on
hedges of our economic exposures to Brazil. This quarter saw continued momentum
in structured finance and benefited from improved emerging market conditions in
both underwriting and trading.
Credit Portfolio revenues increased 27% to $199 million while overall risk in
our credit portfolio was flat compared with the fourth quarter and significantly
down from the first quarter of 1999. The increase in revenues reflected higher
mark-to-market values of credit derivatives used as economic hedges of our
exposures. It also resulted from an increase in the value of our derivatives
portfolio brought about by narrower credit spreads. Income associated with our
traditional loan portfolio rose as the proportion of higher-yielding assets
increased.
The allowances for credit losses totaled $416 million at March 31, 2000,
consistent with year-end levels. Impaired loans rose from $77 million to $140
million, which was primarily accounted for by a single industrial counterparty
in Europe. Reflecting overall risk levels in the portfolio, average economic
capital for the segment was $2.5 billion in both the first quarter of 2000 and
the fourth quarter of 1999, down approximately 30% from $3.7 billion in last
year's first quarter.
Asset Management Services revenues increased 32% to $407 million compared with a
year ago. The increase included significant growth in revenues in our private
banking activities. It also included a rise in investment management fees,
reflecting asset growth and a shift in asset mix towards higher-fee alternative
investment disciplines. Assets under management increased 17% from a year ago to
approximately $370 billion at March 31, 2000. Earnings from our equity
investment in American Century also rose.
Equity Investments reported revenues of $153 million in the first quarter,
primarily reflecting gains in investments in the telecommunications industry.
Gains of $68 million were realized through sales, with the remainder due to
appreciation in fair value. Deal flow was strong as we invested approximately
$120 million, two-thirds of which was committed to the rapidly expanding
technology and e-commerce sectors. Equity investments recorded a loss of $14
million in the first quarter of 1999, primarily reflecting write-downs of
Brazilian investments.
Proprietary Investing and Trading revenues were $188 million in the quarter, up
from $127 million a year ago. Total return - reported revenues and the change in
net unrealized value - was $235 million in the quarter compared with $91 million
a year ago. The increases were achieved on significantly lower market risk
levels.
<PAGE> 4
J.P. Morgan & Co. Incorporated 4
Reported revenues and total return in the first quarter of 2000 reflected strong
results across our U.S. portfolios. This compares with the year-ago period,
which reflected very strong results in our European portfolio and losses in our
investment securities and Asian portfolios. Average economic capital for the
segment declined from $3.6 billion last year to $0.5 billion in this quarter.
Corporate revenues were $13 million in the first quarter, essentially unchanged
from the 1999 period. They included $76 million and $65 million of revenues from
activities related to Euroclear in this year's and last year's quarter,
respectively.
OPERATING EXPENSES
Operating expenses were $1.855 billion in the first quarter, an increase of 18%
from the year-ago quarter. The rise reflected higher performance-driven
compensation as well as investments to expand capacity in our investment banking
and equity businesses. We also invested in corporate e-commerce initiatives,
particularly Morgan OnLine and LabMorgan. The firm's efficiency ratio was 65% in
the first quarter of 2000, consistent with the full year of 1999 and our
corporate target.
ECONOMIC VALUE ADDED
Firm-wide after-tax EVA for the first quarter of 2000 rose 26% to $358 million
compared to the prior year's quarter. The growth in after-tax EVA was
substantially due to the firm's earnings growth.
MARKET AND CREDIT RISK
Firm-wide daily earnings at risk (DEaR) for our trading activities approximated
$27 million at March 31, 2000, compared with $29 million at December 31, 1999.
This reflected, before diversification benefits, market risk DEaR of $24 million
at March 31, 2000 ($26 million at December 31, 1999), and derivatives credit
risk DEaR of approximately $13 million at March 31, 2000 ($12 million at
December 31, 1999). DEaR for the firm's investment portfolio was $7 million at
March 31, 2000, compared with $9 million at December 31, 1999.
CAPITAL
During the first quarter of 2000, the firm purchased approximately $600 million
of its common stock or 5.2 million shares under its October 1999 authorization
to repurchase up to $3 billion of common stock. As of March 31, 2000, $2 billion
of this authorization had been utilized; we intend to use the remaining $1
billion over the next nine to 12 months, subject to market conditions, business
considerations, and other factors. Excess available capital averaged $3.7
billion in the quarter compared with $2.6 billion for the 1999 full year,
reflecting lower economic capital requirements in the businesses because of
lower risk levels.
At March 31, 2000, under the Federal Reserve Board market risk capital
guidelines for the calculation of risk-based capital ratios, J.P. Morgan's
estimated tier 1 and total risk-based capital ratios were 8.3% and 12.0%,
<PAGE> 5
J.P. Morgan & Co. Incorporated 5
respectively; the estimated leverage ratio was 4.5%. At December 31, 1999, J.P.
Morgan's tier 1 and total risk-based capital ratios were 8.8% and 12.9%,
respectively, and the leverage ratio was 4.7%.
At March 31, 2000, stockholders' equity of $11.6 billion included $119 million
of net unrealized appreciation on investment securities, net of the related tax
liability of $58 million. This compares with $44 million of net unrealized
appreciation at December 31, 1999, net of the related tax liability of $12
million. The net unrealized depreciation on debt investment securities was $72
million at March 31, 2000 compared with a net unrealized depreciation of $129
million at December 31, 1999. The decrease primarily related to the realization
of losses on sales of investment securities during the quarter. The net
unrealized appreciation on marketable equity investment securities was $200
million at March 31, 2000, and $169 million at December 31, 1999. The net
unrealized appreciation on investment securities held by unconsolidated
affiliates was $49 million and $16 million, respectively.
# # #
J.P. Morgan is a leading global financial firm that meets critical financial
needs for business enterprises, governments, and individuals. The firm advises
on corporate strategy and structure, raises capital, makes markets in financial
instruments, and manages investment assets. Morgan also commits its own capital
to promising enterprises and invests and trades to capture market opportunities.
This release may contain forward-looking statements. Our statements, which
reflect management's beliefs and expectations, are subject to risks and
uncertainties that may cause actual results to differ materially from these
statements. For a discussion of the risks and uncertainties, please refer to the
J.P. Morgan & Co. Incorporated 1999 Annual Report.
Management will host a conference call with investors at 1:30 p.m. Eastern time
on Wednesday, April 12. A live audio webcast of the call will be available on
the Internet at http://www.jpmorgan.com/ir/1q2000.html. A replay of the call
will be available until Friday, April 14.
Attached are tables with our segment results; a financial summary; interim
consolidated financial statements, which are unaudited; and asset quality
tables. J.P. Morgan news releases, including quarterly financial results and a
historical financial summary, are available on the Internet at www.jpmorgan.com.
<PAGE> 6
6
SEGMENT RESULTS
J.P. Morgan & Co. Incorporated
The following table reflects our current management reporting structure. For a
description of our segments, please refer to the J.P. Morgan & Co. Incorporated
1999 Annual Report.
<TABLE>
<CAPTION> Increase / Increase /
First First Fourth (Decrease), (Decrease),
Quarter Quarter Quarter 1Q 2000 vs. 1Q 2000 vs.
2000 1999 1999 1Q 1999 4Q 1999
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INVESTMENT BANKING
Total revenues $ 364 $ 258 $ 309 $ 106 $ 55
Total expenses 294 210 274 84 20
--------------------------------------------------------------------
Pretax income 70 48 35 22 35
--------------------------------------------------------------------
Pretax EVA 52 34 19 18 33
--------------------------------------------------------------------
Average required economic capital 486 358 446 128 40
--------------------------------------------------------------------
EQUITIES
Total revenues 636 287 420 349 216
Total expenses 347 230 264 117 83
--------------------------------------------------------------------
Pretax income 289 57 156 232 133
--------------------------------------------------------------------
Pretax EVA 243 23 112 220 131
--------------------------------------------------------------------
Average required economic capital 821 601 845 220 (24)
--------------------------------------------------------------------
INTEREST RATE AND FOREIGN EXCHANGE MARKETS
Total revenues 489 649 479 (160) 10
Total expenses 334 359 264 (25) 70
--------------------------------------------------------------------
Pretax income 155 290 215 (135) (60)
--------------------------------------------------------------------
Pretax EVA 32 185 90 (153) (58)
--------------------------------------------------------------------
Average required economic capital 1,732 2,098 1,979 (366) (247)
--------------------------------------------------------------------
CREDIT MARKETS
Total revenues 387 704 264 (317) 123
Total expenses 253 258 225 (5) 28
--------------------------------------------------------------------
Pretax income 134 446 39 (312) 95
--------------------------------------------------------------------
Pretax EVA 65 389 (14) (324) 79
--------------------------------------------------------------------
Average required economic capital 1,249 1,119 953 130 296
--------------------------------------------------------------------
CREDIT PORTFOLIO
Total revenues 199 157 183 42 16
Total expenses 38 45 34 (7) 4
--------------------------------------------------------------------
Pretax income 161 112 149 49 12
--------------------------------------------------------------------
Pretax EVA 97 (22) 54 119 43
--------------------------------------------------------------------
Average required economic capital 2,516 3,666 2,505 (1,150) 11
--------------------------------------------------------------------
ASSET MANAGEMENT SERVICES
Total revenues 407 309 353 98 54
Total expenses 303 257 321 46 (18)
--------------------------------------------------------------------
Pretax income 104 52 32 52 72
--------------------------------------------------------------------
Pretax EVA 83 35 14 48 69
--------------------------------------------------------------------
Average required economic capital 576 545 580 31 (4)
--------------------------------------------------------------------
EQUITY INVESTMENTS
Total revenues 153 (14) 313 167 (160)
Total expenses 45 14 66 31 (21)
--------------------------------------------------------------------
Pretax income 108 (28) 247 136 (139)
--------------------------------------------------------------------
Pretax EVA 78 (59) 192 137 (114)
--------------------------------------------------------------------
Average required economic capital 1,882 1,278 1,783 604 99
--------------------------------------------------------------------
PROPRIETARY INVESTING AND TRADING
Total revenues 188 127 (127) 61 315
Total expenses 56 32 40 24 16
--------------------------------------------------------------------
Pretax income 132 95 (167) 37 299
--------------------------------------------------------------------
Pretax EVA 150 (93) (61) 243 211
--------------------------------------------------------------------
Average required economic capital 496 3,595 952 (3,099) (456)
--------------------------------------------------------------------
CORPORATE
Total revenues 13 14 (5) (1) 18
Total expenses 185 162 (71) 23 256
--------------------------------------------------------------------
Pretax income (172) (148) 66 (24) (238)
--------------------------------------------------------------------
Pretax EVA (240) (46) 47 (194) (287)
--------------------------------------------------------------------
Average required economic capital (1,244) (1,592) (1,055) 348 (189)
--------------------------------------------------------------------
CONSOLIDATED
Total revenues 2,836 2,491 2,189 345 647
Total expenses 1,855 1,567 1,417 288 438
--------------------------------------------------------------------
Pretax income 981 924 772 57 209
--------------------------------------------------------------------
Pretax EVA 560 446 453 114 107
--------------------------------------------------------------------
Average required economic capital 8,514 11,668 8,988 (3,154) (474)
--------------------------------------------------------------------
</TABLE>
FOR NOTES TO THE ABOVE TABLE, PLEASE REFER TO THE FOLLOWING PAGE.
<PAGE> 7
7
SEGMENT RESULTS (continued)
J.P. Morgan & Co. Incorporated
NOTES TO SEGMENT RESULTS TABLE:
- -- We define economic value added (EVA) as operating income, adjusted to reflect
certain segments on a total return basis, less preferred stock dividends and a
charge for the cost of equity capital. The firm's cost of equity capital is
currently estimated at 10.5%.
- -- Corporate includes revenues and expenses related to Euroclear activities, as
follows:
<TABLE>
<CAPTION>
First First Fourth
Quarter Quarter Quarter
In millions 2000 1999 1999
================================================================================
<S> <C> <C> <C>
Total revenues $76 $65 $64
Total expenses 9 9 15
- --------------------------------------------------------------------------------
Pretax income 67 56 49
================================================================================
</TABLE>
REQUIRED VERSUS AVAILABLE CAPITAL
J.P. Morgan & Co. Incorporated
The following table compares average required economic capital versus available
capital for the three months ended March 31, 2000.
<TABLE>
<CAPTION>
First
Quarter
In millions 2000
===================================================================
<S> <C>
Average common equity $ 10,631
Trust preferred securities 1,150
Fixed and adjustable preferred stock 444
Other adjustments (49)
- -------------------------------------------------------------------
Total available capital 12,176
- -------------------------------------------------------------------
Total required economic capital of
business segments 9,758
Corporate 1,292
Diversification (2,536)
- -------------------------------------------------------------------
Total required economic capital 8,514
- -------------------------------------------------------------------
Excess available capital 3,662
===================================================================
</TABLE>
ADVISORY AND UNDERWRITING FEES
J.P. Morgan & Co. Incorporated
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
ADVISORY UNDERWRITING REVENUE TOTAL ADVISORY AND
In millions FEES AND SYNDICATION FEES UNDERWRITING FEES
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First Quarter 2000 $236 $307 $543
First Quarter 1999 173 217 390
Fourth Quarter 1999 217 168 385
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
8
J.P. Morgan & Co. Incorporated
FINANCIAL SUMMARY
J.P. Morgan & Co. Incorporated
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Dollars in millions, except share data
Fourth
First Quarter Quarter
--------------------------------------- -----------------
2000 1999 1999
------------------------------------------------------------
<S> <C> <C> <C>
Net Income $628 $600 $509
Economic value added (EVA) - after taxes 358 285 299
Per common share:
Net income
Basic $3.62 $3.24 $2.83
Diluted 3.37 3.01 2.63
Dividends declared 1.00 0.99 1.00
Book value $59.82 $56.66 $57.83
- -----------------------------------------------------------------------------------------------------------------------------
Common shares issued and outstanding
at period-end 162,502,847 176,696,808 164,797,558
- -----------------------------------------------------------------------------------------------------------------------------
Weighted-average number of common
and dilutive potential common shares
outstanding 183,589,900 196,382,735 190,097,468
- -----------------------------------------------------------------------------------------------------------------------------
Dividends declared on common stock $163 $175 $166
Dividends declared on preferred stock 9 9 10
- -----------------------------------------------------------------------------------------------------------------------------
Annualized rate of return on average
common stockholders' equity 23.4 % 22.3 % 18.1 %
As % of period-end total assets:
Common equity 3.8 % 4.1 % 4.1 %
Total equity 4.1 4.3 4.4
- -----------------------------------------------------------------------------------------------------------------------------
Regulatory capital ratios (a)
Tier 1 risk-based capital ratio 8.3 % 8.2 % 8.8 %
Total risk-based capital ratio 12.0 12.3 12.9
Leverage ratio 4.5 4.4 4.7
Risk-adjusted assets (a) 141,064 143,087 131,368
- -----------------------------------------------------------------------------------------------------------------------------
Average balances
Debt investment securities (b) $12,684 $33,832 $22,257
Loans 26,654 27,513 25,502
Total interest-earning assets 185,561 197,243 180,605
Total assets 260,458 270,163 247,614
Total interest-bearing liabilities 176,304 190,416 170,193
Total liabilities 249,133 258,713 235,946
Common stockholders' equity 10,631 10,756 10,974
Total stockholders' equity 11,325 11,450 11,668
Net interest earnings before credit loss 471 410 356
provisions (fully taxable basis)
Net yield on interest-earning assets 1.02 % 0.84 % 0.78 %
- -----------------------------------------------------------------------------------------------------------------------------
Employees at period-end 15,622 15,100 15,512
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Regulatory capital ratios and risk-adjusted assets are estimates at March
31, 2000.
(b) Average debt investment securities are computed on historical amortized
cost, excluding the effects of SFAS No. 115 adjustments.
<PAGE> 9
9
J.P. Morgan & Co. Incorporated
CONSOLIDATED STATEMENT OF INCOME
J.P. Morgan & Co. Incorporated
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
In millions, except share data
Three months ended
-------------------------------------------------------------------------------
March 31 March 31 Increase/ December 31 Increase/
2000 1999 (Decrease) 1999 (Decrease)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $ 3,031 $ 2,757 $ 274 $ 2,717 $ 314
Interest expense 2,578 2,368 210 2,379 199
- -----------------------------------------------------------------------------------------------------------------------------------
Net interest revenue 453 389 64 338 115
Reversal of provision for loan losses - - - (25) 25
- -----------------------------------------------------------------------------------------------------------------------------------
Net interest revenue after loan loss provisions 453 389 64 363 90
NONINTEREST REVENUES
Trading revenue 950 1,134 (184) 754 196
Advisory and underwriting fees 543 390 153 385 158
Investment management fees 276 246 30 259 17
Fees and commissions 284 214 70 235 49
Investment securities revenue/ (loss) 157 (41) 198 131 26
Other revenue 173 159 14 62 111
- -----------------------------------------------------------------------------------------------------------------------------------
Total noninterest revenues 2,383 2,102 281 1,826 557
Total revenues, net 2,836 2,491 345 2,189 647
OPERATING EXPENSES
Employee compensation and benefits 1,300 1,096 204 937 363
Net occupancy 82 82 - 55 27
Technology and communications 258 247 11 240 18
Other expenses 215 142 73 185 30
- -----------------------------------------------------------------------------------------------------------------------------------
Total operating expenses 1,855 1,567 288 1,417 438
Income before income taxes 981 924 57 772 209
Income taxes 353 324 29 263 90
- -----------------------------------------------------------------------------------------------------------------------------------
Net income 628 600 28 509 119
PER COMMON SHARE
Net income:
Basic $ 3.62 $ 3.24 $ 0.38 $ 2.83 $ 0.79
Diluted 3.37 3.01 0.36 2.63 0.74
Dividends declared 1.00 0.99 0.01 1.00 -
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 10
10
J.P. Morgan & Co. Incorporated
CONSOLIDATED BALANCE SHEET (PRELIMINARY)
J.P. Morgan & Co. Incorporated
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
In millions, except share data March 31 December 31
2000 1999
---------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,901 $ 2,463
Interest-earning deposits with banks 5,198 2,345
Debt investment securities available-for-sale 8,600 14,286
Equity investment securities 1,938 1,734
Trading account assets (including derivative receivables of $48,192 at March 2000 and
$43,658 at December 1999) 139,067 117,592
Securities purchased under agreements to resell ($42,491 at March 2000 and
$34,470 at December 1999) and federal funds sold 42,916 35,970
Securities borrowed 33,690 34,716
Loans, net of allowance for loan losses of $290 at March 2000 and $281 at December 1999 26,870 26,568
Accrued interest and accounts receivable 6,979 10,119
Premises and equipment, net of accumulated depreciation of $1,325 at March 2000
and $1,319 at December 1999 2,005 1,997
Other assets 15,398 13,108
- ------------------------------------------------------------------------------------------------------------------------------------
Total assets 284,562 260,898
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits (including interest-bearing deposits of $45,715 at March 2000 and $43,922 at December 1999) 47,334 45,319
Trading account liabilities (including derivative payables of $46,656 at March 2000 and
$44,976 at December 1999) 89,895 80,417
Securities sold under agreements to repurchase ($73,811 at March 2000 and $58,950 at December 1999)
and federal funds purchased 74,641 59,693
Commercial paper 8,734 11,854
Other liabilities for borrowed money 10,140 10,258
Accounts payable and accrued expenses 9,977 10,621
Long-term debt not qualifying as risk-based capital 20,126 19,048
Other liabilities, including allowance for credit losses of $126 at March 2000 and $125 at December 1999 5,883 5,897
- ------------------------------------------------------------------------------------------------------------------------------------
266,730 243,107
Liabilities qualifying as risk-based capital:
Long-term debt 5,059 5,202
Company-obligated mandatorily redeemable preferred securities of subsidiaries 1,150 1,150
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities 272,939 249,459
STOCKHOLDERS' EQUITY
Preferred stock (authorized shares: 10,000,000)
Adjustable rate cumulative preferred stock, $100 par value (issued and outstanding: 2,444,300) 244 244
Variable cumulative preferred stock, $1,000 par value (issued and outstanding: 250,000) 250 250
Fixed cumulative preferred stock, $500 par value (issued and outstanding: 400,000) 200 200
Common stock, $2.50 par value (authorized shares: 500,000,000; issued: 200,998,455 at March 2000
and December 1999) 502 502
Capital surplus 1,247 1,249
Common stock issuable under stock award plans 1,951 2,002
Retained earnings 11,354 10,908
Accumulated other comprehensive income:
Net unrealized gains on investment securities, net of taxes 119 44
Foreign currency translation, net of taxes (16) (18)
- ------------------------------------------------------------------------------------------------------------------------------------
15,851 15,381
Less: treasury stock (38,495,608 at March 2000 and 36,200,897 shares at December 1999) at cost 4,228 3,942
- ------------------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 11,623 11,439
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity 284,562 260,898
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 11
11
J.P. Morgan & Co. Incorporated
ASSET QUALITY
IMPAIRED LOANS
J.P. Morgan & Co. Incorporated
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
March 31 December 31 March 31
In millions 2000 1999 1999
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Impaired loans:
Commercial and industrial $117 (a) $ 54 $ 34
Other 23 23 67
- ----------------------------------------------------------------------------------------
Total impaired loans 140 77 101
- ----------------------------------------------------------------------------------------
</TABLE>
(a) The increase during the first quarter of 2000 primarily relates to the
addition of one European counterparty.
ALLOWANCES FOR CREDIT LOSSES
J.P. Morgan & Co. Incorporated
<TABLE>
<CAPTION>
Allowance for loan losses
- -------------------------------------------------------------------------------------------
First Quarter First Quarter Fourth Quarter
In millions 2000 1999 1999
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Beginning balance $ 281 $ 470 $ 301
- -------------------------------------------------------------------------------------------
(Reversal of provision for loan losses) - - (25)
- -------------------------------------------------------------------------------------------
Recoveries 9 5 10
Charge-offs: (a)
Commercial and industrial - (3) -
Other - (25) (5)
- -------------------------------------------------------------------------------------------
Net recoveries / (charge-offs) 9 (23) 5
- -------------------------------------------------------------------------------------------
Ending balance 290 447 281
- -------------------------------------------------------------------------------------------
</TABLE>
(a) Charge-offs include losses on loan sales, primarily banks and other
financial institutions, of $25 million for the three months ended March 31,
1999.
<TABLE>
<CAPTION>
Components of the allowance for loan losses
- ----------------------------------------------------------------------------------------------
March 31 December 31 March 31
In millions 2000 1999 1999
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Specific counterparty components in the U.S. $ 33 $ 11 $ 7
Specific counterparty components outside the U.S. 13 13 5
- ----------------------------------------------------------------------------------------------
Total specific counterparty 46 24 12
Expected loss 244 257 435
- ----------------------------------------------------------------------------------------------
Total allowance 290 281 447
- ----------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Allowance for credit losses on lending commitments*
- ----------------------------------------------------------------------------------------------------------
First Quarter First Quarter Fourth Quarter
In millions 2000 1999 1999
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Beginning balance $ 125 $ 125 $ 145
- ----------------------------------------------------------------------------------------------------------
Provision for credit losses/ (reversal of provision) 1 - (20)
- ----------------------------------------------------------------------------------------------------------
Ending balance 126 125 125
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Components of the allowance for credit losses on lending commitments*
- ------------------------------------------------------------------------------------------------------
March 31, December 31, March 31,
In millions 2000 1999 1999
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Specific counterparty components in the U.S. $ 19 $ 19 $ 2
Specific counterparty components outside the U.S. 4 3 3
- ------------------------------------------------------------------------------------------------------
Total specific counterparty 23 22 5
Expected loss 103 103 120
- ------------------------------------------------------------------------------------------------------
Total allowance 126 125 125
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Includes commitments to extend credit, standby letters of credit, and
guarantees.
<PAGE> 1
J.P. Morgan & Co. Incorporated J.P. MORGAN
60 Wall Street, New York, NY 10260
NYSE symbol: JPM
www.jpmorgan.com
- --------------------------------------------------------------------------------
News release: Immediate April 12, 2000
J.P. Morgan Launches eSolutions Business Development Group
J.P. Morgan announced today the formation of eSolutions, a new global
business development group within Investment Banking. The group's goal is to put
J.P. Morgan at the forefront of change that the digital economy is bringing to
traditional industry sectors. The group will bring together strategic advice,
financing, risk management, and investment from JPM in one unit, which will use
all these tools to find client solutions.
eSolutions will be run globally by Preben Prebensen, managing director
and currently co-head of Investment Banking for Europe.
"As the economy changes dramatically, we're seeing a new market for
strategic advice," said Preben Prebensen. "Beyond traditional mergers and
acquisitions or financing, our clients increasingly want to know what will add
value to their business in the digital economy. From e-procurement to B2B
exchanges, companies are looking for the ideas and execution that helps them
better compete and grow. Through eSolutions, we hope to add a new dimension to
our relationships with existing clients and target new companies, the e-markets
and enablers that emerge to serve them."
The eSolutions group will work closely with LabMorgan, J.P. Morgan's
e-finance unit, to leverage their expertise across markets.
Mr. Prebensen will establish and lead groups in New York and London.
Klaus Diederichs will assume sole responsibility for Investment Banking Europe.
J.P. Morgan is a leading global firm that meets critical financial needs
for business enterprises, governments, and individuals around the world. We
advise on corporate strategy and structure, raise capital, make markets in
financial instruments, and manage investment assets. Our expertise is based on
an in-depth knowledge of our clients' needs and the industries and environments
in which they operate. We also commit our own capital to promising enterprises
and invest and trade to capture market opportunities.
More information about J.P. Morgan can be found at
http:///www.jpmorgan.com/.
# # #
- --------------------------------------------------------------------------------
Press contact:
New York: Kristin Lemkau 212-648-9583
<PAGE> 1
For more information, contact:
Karin Breuninger, GoldAvenue, 41.79.253.7906
Jennifer Schroeder, GoldAvenue, 415.310.0260
Michael Golden, J.P. Morgan, 212.648.3784
Charles Carter, AngloGold, 917.207.5461
FOR IMMEDIATE RELEASE
ANGLOGOLD, J.P. MORGAN AND PAMP
PARTNER TO CREATE COMPREHENSIVE GOLD e-BUSINESS
GOLDAVENUE TO LEAD THE MULTIBILLION DOLLAR GOLD MARKET ONLINE
NEW YORK (April 11, 2000) -- AngloGold (NYSE: AU), J.P. Morgan (NYSE: JPM) and
PAMP (Produits Artistiques de Metaux Precieux), three of the world's leaders in
gold mining, refining, trading, manufacturing and vaulting, announced the
creation of GoldAvenue, an independent company that will be the first to offer a
comprehensive range of products and services for businesses, investors and
consumers in the gold market primarily through the use of the Internet.
Earlier today, the partners signed an agreement to form GoldAvenue. In addition
to committing market knowledge, technology and people, the three partners have
committed $20 million in seed capital to fund GoldAvenue's first year of
operation. The company will begin to roll out its products and services via the
launch of a comprehensive gold Web site at www.goldavenue.com in the second half
of 2000.
Physical investment of bullion products globally represents flows of billions of
dollars (U.S.) annually; according to the World Gold Council, the U.S. bullion
investment market alone was worth more than $1.5 billion in 1999. In addition,
the exchange and over-the-counter (OTC) traded markets in gold are a
trillion-dollar market worldwide. Gold jewelry, the most important consumer
market segment, represents an annual turnover in excess of $14 billion in the
U.S. alone. In the first two months of 2000, U.S. online jewelry sales have
surpassed $160 million, a 56 percent increase over total U.S. online jewelry
sales in all of 1999. Forrester Research conservatively predicts an U.S. online
jewelry market of $950 million by 2003.
-MORE-
<PAGE> 2
GOLDAVENUE/PAGE 2
GoldAvenue will leverage the size and strength of the gold industry to create
the only one stop destination for high-quality gold products and services of all
kinds and to utilize existing distribution methods for gold. The company will
offer a full range of gold products and capabilities, starting with retail
products for consumers. Ultimately, it will roll out services for investors,
merchants, and others dealing in gold. The full range of GoldAvenue services
will include:
- - Gold savings and investments;
- - Financial services and gold trading; and
- - Retail jewelry, watches, bullion, and accessories;
- - Product and market information.
"By providing the only place people can purchase, invest, save and trade gold,
we will increase market liquidity and create a new appeal for gold by lowering
the barrier for access to gold," said Mehdi Barkhordar, chief executive officer,
GoldAvenue. "The Internet affords us the opportunity to reach everyone
interested in or dealing with gold."
STRENGTH OF PARTNERSHIP
GoldAvenue brings together three powerful gold market participants as strategic
partners. AngloGold brings to the new venture an international reputation as the
world's largest gold mining company, a network of relationships in the major
gold markets of the world and a reputation for proactive support for its
product. PAMP, the world's largest private gold refiner, brings experience in
gold bullion distribution and retailing, knowledge of major gold markets
worldwide and an established line of gold products, including watches,
accessories and bullion. J.P. Morgan, a leading precious metals trader and vault
services provider, contributes services and expertise to support gold trading
and investment accounts. Through its LabMorgan e-finance unit, J.P. Morgan also
offers significant experience in building e-commerce businesses.
In commenting on the venture, Bobby Godsell, CEO of AngloGold said, "This
partnership allows us to play a more active role in the positioning of our
product to the modern consumer and in strengthening the global gold retail
business."
"J.P. Morgan offers distinguishing capabilities to GoldAvenue, including trading
infrastructure and technology and vault services for use in creating gold
investment accounts," said William Winters, head of J.P. Morgan's markets
businesses. "GoldAvenue is the latest in a series of compelling e-finance
initiatives supported by LabMorgan, our e-finance unit and center of
innovation."
-- MORE --
<PAGE> 3
GOLDAVENUE/PAGE THREE
ABOUT ANGLOGOLD
AngloGold Limited is the world's largest gold producer, with 7.5 million ounces
of gold produced annually from operations in Argentina, Australia, Brazil, Mali,
Namibia, South Africa and the United States of America. Its worldwide
exploration program encompasses 13 countries on four continents. Since its
formation in 1998, AngloGold has consistently produced a high rate of
shareholder returns, strong cash flows, and has demonstrated a commitment to
grow demand for its product through a range of international gold marketing
initiatives. The company's web address is www.anglogold.com.
ABOUT PAMP
PAMP (Produits Artistiques de Metaux Precieux) is the world's leading private
gold refining and manufacturing company. This Swiss company, which is affiliated
with MKS Finance, was founded in Chiasso in 1977 and produces in excess of 12
million ounces of gold annually, valued at $4 billion (U.S.). It is known
primarily as a major producer of gold monetary bars, which are recognized as
"Good Delivery" by all the world's leading gold exchanges. PAMP also produces a
broad choice of specialized products in solid gold. These include coins, medals,
jewelry and an exclusive collection of solid gold watches, produced in PAMP's
own manufacturing facilities. The company's web address is www.pamp.com.
ABOUT J.P. MORGAN
J.P. Morgan & Co. Incorporated is a leading global financial services firm that
meets critical financial needs for business enterprises, governments, and
individuals. The firm advises on corporate strategy and structure, raises
capital, makes markets in financial instruments, and manages investment assets.
Morgan also commits its own capital to promising enterprises, and invests and
trades to capture market opportunities. The company's web address is
www.jpmorgan.com.
NOTE TO EDITORS: Mr. Bobby Godsell, AngloGold CEO, Mr. Bill Winters, J. P.
Morgan's Global Markets division head and Marwan Shakarchi, PAMP Chairman, in
conjunction with GoldAvenue's CEO, Mehdi Barkhordar, will hold a Webcast today
at 10 a.m. EST to offer more details on GoldAvenue. Visit www.goldavenue.com or
www.goldavenue-info.com to access the Webcast. Please allow, if necessary, time
to download appropriate software.
# # #
- --------------------------------------------------------------------------------
For GoldAvenue: Karin Breuninger, 41 79 253 7906 [email protected]
For GoldAvenue: Jennifer Schroeder, 415-310-0260 [email protected]
For J.P. Morgan: Michael Golden, 212-648-3784, [email protected]
For AngloGold: Charles Carter, 917-207-5461, [email protected]
<PAGE> 1
[SWAPSWIRE LOGO]
For immediate release 10 April 2000
LEADING DERIVATIVE DEALERS ANNOUNCE SWAPSWIRE - A PIONEERING INTEREST RATE
DERIVATIVES ELECTRONIC DEALING NETWORK
Six of the leading derivative dealers announced their plans to form a network
and protocol for on-line trading and negotiation of interest rate derivative
transactions. The six institutions have signed a letter of intent and expect,
subject to regulatory and other applicable approvals, to form a joint venture in
which each party will have an equal interest.
Chase Manhattan Bank, Citigroup, Deutsche Bank, J.P. Morgan, Morgan Stanley Dean
Witter and Warburg Dillon Read (a division of UBS AG) intend to create a joint
venture called SwapsWire, dedicated to developing the electronic trading of
interest rate derivatives. The founding members will work with market
participants in the development of the network to promote its adoption as an
industry standard. The founding members anticipate that their sponsorship will
facilitate the successful implementation of this new way of doing business for
the interest rate derivatives market. The new system will initially be aimed at
professional dealers in benchmark swaps but will look to expand its services to
cover all participants in the interest rate derivatives market, including
end-user clients.
SwapsWire is expected to become the leading communication and trading
infrastructure for the interest rate derivative community and to enable
participants to:
- - Trade benchmark swaps, and other interest rate derivatives, on-line, with
the costs and efficiency of electronic dealing, and the benefits of Over
The Counter (OTC) private negotiation;
- - Securely view indicative or live prices, indications of interest, and
full details of executed transactions in a standard format ;
- - Transfer deal information swiftly and securely between counterparties in
a standard format.
SwapsWire plans to provide the following benefits for participants:
- - Adoption of industry wide standard protocols;
- - Straight through processing for the interest rate derivative markets;
- - Substantial cost savings from replacing the current labour intensive, non
standard, and manual settlement process;
- - Replacement of paper documentation with electronic equivalents;
- - Flexibility to choose services according to needs.
The system is due to be tested towards the end of this year in the US$ and Euro
interest rate swap markets among the founding members and will be more widely
distributed in Q1 2001.
<PAGE> 2
A SPOKESPERSON FOR THE FOUNDING MEMBERS COMMENTED:
"SwapsWire is a pioneering dealer sponsored initiative to allow interest rate
derivatives to be traded electronically and bring to the industry the efficiency
benefits associated with on-line dealing. SwapsWire is intended to allow for the
trading of interest rate derivatives electronically, to promote the adoption of
standard protocols in our industry, and, ultimately, to lead to straight through
processing. We plan to work with all market participants to encourage widespread
use of the system. SwapsWire will be committed to spreading the value of the
system as widely as possible, and our clients will be an important focus of our
plans."
Press enquiries: contact Michael Webster, Brunswick Group on 0207 325 4056
Further details of SwapsWire are available online at www.swapswire.com.
- --------------------------------------------------------------------------------
NOTES TO EDITORS
- --------------------------------------------------------------------------------
CHASE MANHATTAN
The Chase Manhattan Corporation (www.chase.com) is a premier global financial
services firm with assets in excess of $400 billion. Chase combines the best of
commercial and investment banking, offers world-class information and
transaction processing services, and has a leading U.S. consumer franchise that
serves 32 million customers. Through its newly formed business unit Chase.com,
Chase is successfully creating innovative business models for the New Economy.
Chase, with offices in more than 45 countries, has a presence in all of the
principal centers around the world.
CITIGROUP
Citigroup's Global Corporate and Investment Bank brings together the world's
most global corporate bank, Citibank, with a leading global investment bank,
Salomon Smith Barney, to provide complete financial solutions to corporations,
governments, institutions and individuals in 100 countries. Award-winning
businesses include corporate and investment banking services, investment advice,
financial planning and commercial insurance products. Additional information on
Citigroup (NYSE: C) can be found at www.citigroup.com.
THE DEUTSCHE BANK GROUP
The Deutsche Bank Group, headquartered in Frankfurt, Germany, is the world's
largest financial services group with total assets exceeding EUR800bn. The Group
is represented in 68 countries and employs more than 90,000 people.
<PAGE> 3
The Bank is split into five business divisions - Global Corporates and
Institutions, Asset Management, Global Technology and Services, Corporates and
Real Estate, and Retail and Private Banking.
The Global Corporates and Institutions division (GCI) is the wholesale banking
arm of the Deutsche Bank Group. It provides an integrated investment and
commercial banking service to the world's leading companies and financial
institutions. The GCI division aims to provide clients with sophisticated
financial solutions to their business requirements by combining the bank's
unrivalled balance sheet with world-class capital markets, corporate advisory
and strategic risk management capabilities.
J.P. MORGAN
J.P. Morgan is a leading global financial services firm that meets the critical
financial needs of business enterprises, governments and individuals. The firm
advises on corporate strategy and structure, raises capital, makes markets in
financial instruments, and manages investment assets. It also commits its own
capital to promising enterprises and invests and trades to capture market
opportunities. The firm's web address is www.jpmorgan.com.
MORGAN STANLEY DEAN WITTER
Morgan Stanley Dean Witter & Co. is a preeminent global financial services
company and a market leader in securities, asset management, and credit
services. The company's top-ranked research, along with world-class product
origination, asset management and other extensive resources, create a unique
combination of capabilities that provide both individual and institutional
clients with access to the most comprehensive array of high-quality products and
services in the financial services industry today. The company has offices in
New York, London, Tokyo, Hong Kong and other principal financial centers around
the world and has 488 branch offices serving individual investors throughout the
United States.
WARBURG DILLON READ
Warburg Dillon Read (WDR) is the investment banking division of UBS AG, one of
the largest financial services companies in the world. WDR provides investment
banking services to corporate, institutional and sovereign clients worldwide. It
was created in the summer of 1998, the product of the merged investment banking
businesses of Union Bank of Switzerland and Swiss Bank Corporation.
Headquartered in London, WDR employs more than 13,000 people around the world.
http://www.wdr.com
<PAGE> 1
LabMorgan LABMORGAN
J.P. Morgan & Co. Incorporated
15 Broad Street
New York, NY 10260-0023
labmorgan.com
- --------------------------------------------------------------------------------
News release: Immediate April 6, 2000
TRANSACTPLUS, INC. LAUNCHED BY LABMORGAN
First Virtual Enterprise Network will be critical to the growth of
B2B e-commerce
LabMorgan, the e-finance unit of J.P. Morgan, today announced the
creation of TransactPlus, Inc. - an independent firm that provides a global
network for companies to plug into and gain instant access to universal business
to business integration services.
B2B's rapidly growing web of exchanges, application service providers,
partners, suppliers, and customers is creating an urgent need to connect systems
across company boundaries. Companies who have attempted to implement solutions
so far have been frustrated by the costs and complexity of creating and
operating a secure, global, and mission critical B2B infrastructure.
TransactPlus enables companies to dramatically lower the costs and risks
of their B2B integration efforts by plugging into the TransactPlus Virtual
Enterprise Network. With TransactPlus, companies identify, validate, and connect
with each other in a 24x7, secure, globally available environment, without
costly software or operational management expense. TransactPlus provides
reliable, integrated directory, security, and messaging services that any
company can easily plug into over the Internet. Additionally, the open
architecture allows the continuous enrichment of TransactPlus's services through
partner alliances.
"The reinvention of the 20th century vertically integrated business into
the 21st century virtual business requires the support of simple, secure, and
low-cost transactions between businesses," said Allan Lees, CEO of TransactPlus.
"The value of TransactPlus is that it addresses this universal business need in
an immediately accessible way. TransactPlus is the 'to' in B2B."
The TransactPlus Virtual Enterprise Network is based on technology
developed by J.P. Morgan, where it is used to manage $800 billion of
transactions every day across the Americas, Europe, and Asia.
LabMorgan is investing $3 million in TransactPlus and transferring key
networking technology to the new company. J.P. Morgan will be a customer of
TransactPlus and several J.P. Morgan employees have joined the new company.
- --------------------------------------------------------------------------------
JPMORGAN Press contacts:
TransactPlus Michael Brill 415-902-7097
J.P. Morgan Ned McCormack 212-648-9526
Michael Golden 212-648-3784
<PAGE> 2
"TransactPlus is an example of J.P. Morgan finding innovative ways to
unleash its extensive technology expertise for the benefit of the market at
large," said Peter Miller, a LabMorgan practice leader and J.P. Morgan's former
CIO. "The complex, global trading problems we've solved using this technology
require essentially the same solution as the broader B2B market now demands.
What's exciting about TransactPlus is that we can now offer our solution in a
way that promises to accelerate commerce across the entire B2B market."
TransactPlus will be getting its first partners and customers operational
over the next 90 days.
# # #
TRANSACTPLUS FOUNDING TEAM
TransactPlus has an experienced management team including Allan Lees, formerly
founding CEO of ObjectSwitch Corp., John Buie, formerly VP of Business
Intelligence Solutions at Oracle Corp., Michael Brill, formerly VP Marketing at
WhiteLight Systems, Inc., Kenner Stross, formerly lead architect at WhiteLight
Systems, and David Fiore, formerly CFO at Monterey Design Systems.
ABOUT TRANSACTPLUS
TransactPlus is based in San Francisco, CA. TransactPlus is building a global
Virtual Enterprise Network to facilitate B2B e-commerce. TransactPlus is
receiving initial funding and technology from LabMorgan. Visit its website at
www.transactplus.com.
ABOUT LABMORGAN
LabMorgan is the e-finance unit of J.P. Morgan. LabMorgan identifies,
implements, and invests in e-commerce ideas that shape the future of financial
services. Visit its website at www.labmorgan.com.
ABOUT J.P. MORGAN
J.P. Morgan is a leading global financial services firm that meets the critical
financial needs of business enterprises, governments, and individuals. The firm
advises on corporate strategy and structure, raises capital, makes markets in
financial instruments, and manages investment assets. It also commits its own
capital to promising enterprises and invests and trades to capture market
opportunities. Visit its website at www.jpmorgan.com.
<PAGE> 1
EXHIBIT 99f.
J.P. Morgan & Co. Incorporated
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CONDITION (PRELIMINARY)
Morgan Guaranty Trust Company of New York
- -------------------------------------------------------------------------------------------------------------------------------
In millions, except share data March 31 December 31
2000 1999
----------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,769 $ 2,382
Interest-earning deposits with banks 5,094 2,266
Debt investment securities available-for-sale carried at fair value 2,503 4,992
Trading account assets 97,091 84,786
Securities purchased under agreements to resell and federal funds sold 18,803 19,094
Securities borrowed 10,188 9,700
Loans, net of allowance for loan losses of $289 at March 2000 and $280 at December 1999 25,126 26,072
Accrued interest and accounts receivable 5,728 4,426
Premises and equipment, net of accumulated depreciation of $1,125 at March 2000
and $1,113 at December 1999 1,785 1,810
Other assets 14,885 12,138
- -------------------------------------------------------------------------------------------------------------------------------
Total assets 182,972 167,666
- -------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Noninterest-bearing deposits:
In offices in the U.S. 912 907
In offices outside the U.S. 721 501
Interest-bearing deposits:
In offices in the U.S. 3,010 4,256
In offices outside the U.S. 44,476 42,052
- -------------------------------------------------------------------------------------------------------------------------------
Total deposits 49,119 47,716
Trading account liabilities 79,141 72,066
Securities sold under agreements to repurchase and federal funds purchased 18,198 13,610
Other liabilities for borrowed money 7,214 5,482
Accounts payable and accrued expenses 6,787 6,310
Long-term debt not qualifying as risk-based capital 6,050 6,224
Other liabilities, including allowance for credit losses of $126 at March 2000
and $125 at December 1999 2,913 2,719
- -------------------------------------------------------------------------------------------------------------------------------
169,422 154,127
Long-term debt qualifying as risk-based capital 2,891 2,944
- -------------------------------------------------------------------------------------------------------------------------------
Total liabilities 172,313 157,071
STOCKHOLDER'S EQUITY
Preferred stock, $100 par value (authorized shares: 2,500,000) - -
Common stock, $25 par value (authorized shares: 11,000,000; issued and
outstanding: 10,599,027) 265 265
Surplus 3,305 3,305
Undivided profits 7,069 6,975
Accumulated other comprehensive income:
Net unrealized gains on investment securities, net of taxes 35 67
Foreign currency translation, net of taxes (15) (17)
- -------------------------------------------------------------------------------------------------------------------------------
Total stockholder's equity 10,659 10,595
- -------------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity 182,972 167,666
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Member of the Federal Reserve System and the Federal Deposit Insurance
Corporation.
