UNITED STATES
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):October 20, 2004
JPMORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-5805 | | 13-2624428 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | |
| 270 Park Avenue, New York, NY | | 10017 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(212) 270-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On October 20, 2004, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) reported 2004 third quarter net income of $1.4 billion, or $0.39 per share, compared with net income of $1.6 billion, or $0.78 per share, for the third quarter of 2003. A copy of the 2004 third quarter earnings release is attached hereto as Exhibit 99.1, and a copy of the earnings release financial supplement is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| | | |
| Exhibit Number | | Description of Exhibit |
| | | |
| 12.1 | | JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges |
| 12.2 | | JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements |
| 99.1 | | JPMorgan Chase & Co. Earnings Release – 2004 Third Quarter Results |
| 99.2 | | JPMorgan Chase & Co. Earnings Release Financial Supplement – Third Quarter 2004 |
The earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer to realize than expected; the risk that excess capital is not generated from the merger as anticipated or not utilized in an accretive manner; and the risk that disruption from the merger may make it more difficult to maintain relationships with clients, employees or suppliers. Additional factors that could cause JPMorgan Chase’s results to differ materially from those described in the forward-looking statements can be found in the Quarterly Report on Form 10-Q for the quarters ended June 30, 2004 and March 31, 2004, and in the 2003 Annual Report on Form 10-K of JPMorgan Chase filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).
2
SIGNATURE
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.
| | | |
| | JPMORGAN CHASE & CO.
(Registrant) |
| | | |
| | By:/s/ Joseph L. Sclafani
Joseph L. Sclafani |
| | | |
| | Executive Vice President and Controller
[Principal Accounting Officer] |
Dated: October 20, 2004
3
EXHIBIT INDEX
| | | |
| Exhibit Number | | Description of Exhibit |
| | | |
| 12.1 | | JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges |
| 12.2 | | JPMorgan Chase & Co. Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements |
| 99.1 | | JPMorgan Chase & Co. Earnings Release – 2004 Third Quarter Results |
| 99.2 | | JPMorgan Chase & Co. Earnings Release Financial Supplement – Third Quarter 2004 |
4
