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): June 1, 2009
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 8.01 Other Events |
2 | |
| SIGNATURE |
3 | |
| EXHIBIT INDEX |
4 | |
| EX-99.1 |
||
| EX-99.2 |
Item 8.01 Other Events
On June 1, 2009, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) announced that it intends to raise $5 billion in common equity to satisfy a supervisory condition that the largest bank holding companies redeeming TARP (Troubled Asset Relief Program) preferred capital demonstrate access to the equity capital markets. A copy of the press release relating to this announcement is attached hereto as Exhibit 99.1.
Also on June 1, 2009, JPMorgan Chase held an investor call relating to the TARP supervisory condition and the equity raise. In connection with that call, JPMorgan Chase made available an investor presentation. Exhibit 99.2 is a copy of slides furnished at, and posted on the Firm’s website in connection with, the presentation.
This current report on Form 8-K (including the Exhibits hereto) 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. Factors that could cause JPMorgan Chase’s actual results to differ materially from those described in the forward-looking statements can be found in the Firm’s Annual Report on Form 10-K for the year ended December 31, 2008 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the Securities and Exchange Commission and available on JPMorgan Chase’s website (www.jpmorganchase.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Except as expressly provided herein, information on these websites does not constitute part of this current report on Form 8-K. JPMorgan Chase does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1 | JPMorgan Chase & Co. press release, dated June 1, 2009 | |
| 99.2 | JPMorgan Chase & Co. Investor Presentation Slides, dated June 1, 2009 |
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/ Louis Rauchenberger |
|||||
| Louis Rauchenberger | ||||||
| Dated: June 1, 2009 |
Managing Director and Controller [Principal Accounting Officer] |
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3
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 99.1 | JPMorgan Chase & Co. press release, dated June 1, 2009 | |
| 99.2 | JPMorgan Chase & Co. Investor Presentation Slides, dated June 1, 2009 |
4
Exhibit 99.1
| JPMorgan Chase & Co. 270 Park Avenue, New York, NY 10017-2070 NYSE symbol: JPM www.jpmorganchase.com |
 |
News release: IMMEDIATE RELEASE
JPMORGAN CHASE TO RAISE $5 BILLION IN COMMON EQUITY TO SATISFY
A SUPERVISORY CONDITION FOR TARP REPAYMENT REQUIRING
DEMONSTRATED ACCESS TO EQUITY CAPITAL MARKETS
THE COMPANY EXPECTS TO HAVE TIER ONE CAPITAL OF APPROXIMATELY
$118 BILLION OR 9.3% AND TIER ONE COMMON OF APPROXIMATELY $93 BILLION OR
7.3% AT THE END OF THE SECOND QUARTER
THE COMPANY BELIEVES THAT IT HAS MET ALL CONDITIONS
AND WILL FULLY REDEEM THE $25 BILLION OF TARP PREFERRED CAPITAL
BEFORE THE END OF JUNE
New York, June 1, 2009 — JPMorgan Chase & Co. (NYSE: JPM) announced today that it intends to raise $5 billion in common equity to satisfy a supervisory condition that the largest bank holding companies redeeming TARP (Troubled Asset Relief Program) preferred capital demonstrate access to the equity capital markets. While approval has not been granted, the company believes that upon completion of this capital raise it will have satisfied the criteria for fully redeeming the TARP preferred capital and expects to do so before the end of June.
JPMorgan Chase expects to have Tier One Capital of approximately $118 billion or 9.3% and Tier One Common of approximately $93 billion or 7.3% at the end of the second quarter, after the capital raise and the TARP preferred capital redemption . The company also expects to maintain its extremely strong capital ratios, even in the event of a more highly stressed environment over the next two years.
| Media contact: | ||||
| Joseph Evangelisti | 212-270-7438 | joseph.evangelisti@jpmchase.com | ||
| Investor contact: | ||||
| Julia Bates | 212-270-7325 | julia.b.bates@jpmchase.com |
JPMorgan Chase believes that redeeming the TARP preferred capital is in the best interests of the country and the company, and that these funds can be used by the Government for other critical purposes. JPMorgan Chase also reaffirms its commitment to continued robust lending to consumers, small businesses, non-profits, municipalities, corporations and others.
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.1 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients under its J.P. Morgan, Chase, and WaMu brands.
# # #
JPMorgan Chase will host a conference call today, June 1, 2009, at 5:15 p.m. (Eastern Time). The general public can access the call by dialing (866) 541-2724 or (877) 368-8360 in the U.S. and Canada and (706) 634-7246 for international participants. The live audio webcast, press release and presentation slides will be available at the firm’s website, www.jpmorganchase.com, under Investor Relations, Investor Presentations.
A replay of the conference call will be available beginning at approximately 8:00 p.m. on Monday, June 1, 2009, through midnight, Monday June 15, 2009, by telephone at (800) 642-1687 (U.S. and Canada) or (706) 645-9291 (international); use Conference ID 12932780. The replay will also be available via webcast on www.jpmorganchase.com under Investor Relations, Investor Presentations.
No offer to sell or solicitation of an offer to buy such common shares shall be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
-2-
JPMorgan Chase has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the applicable prospectus supplement and other documents JPMorgan Chase has filed with the SEC for more complete information about JPMorgan Chase and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase & Co. or J.P. Morgan Securities Inc. will arrange to send to you the prospectus if you request it by calling toll-free 1-866-430-0686.
This press 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. Factors that could cause JPMorgan Chase’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and its Annual Report on Form 10-K for the year ended December 31, 2008, each of which has been filed with the Securities and Exchange Commission and is available on JPMorgan Chase’s website (www.jpmorganchase.com) and on the Securities and Exchange Commission’s website (www.sec.gov). JPMorgan Chase does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
-3-
 June
1, 2009 J P M O R G A N C H A S E & C O . JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with
the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents
JPMorgan Chase & Co. has filed with the SEC for more complete information about
JPMorgan Chase & Co. and this offering. You may get these
documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, JPMorgan Chase & Co. or J.P. Morgan Securities Inc. will arrange to send to you the prospectus if you request it by calling toll-free 1-866-430-0686. Exhibit 99.2 |
 Issuer: JPMorgan Chase & Co. Ticker / Listing: JPM / NYSE Offering size: $5.0 billion of common stock Overallotment option: 15% Share composition: 100% primary shares Stock price (as of May 29, 2009): $36.90 Shares outstanding — pre-offer (as of April 30, 2009): 3,759,160,375 Market cap (as of May 29, 2009): $138.7 billion Lock-up agreement: 90 days (Company, Directors and Executive Officers) Sole manager: J.P. Morgan Use of proceeds: General corporate purposes Anticipated pricing: June 2, 2009 (before market open) Equity offering overview 1 Key terms of the equity offering |
 Rationale for equity issuance JPM is raising $5B in common equity to satisfy a supervisory condition for redemption of all preferred capital issued to the U.S. Treasury under the Troubled
Asset Relief Program (TARP) We believe all other requirements for repayment have been met JPM will fully redeem the $25B of TARP preferred capital before the end of June,
upon receipt of approval 2 |
 JPM
capital position remains strong Following the capital raise and TARP
preferred capital repayment, JPM expects to have a Tier 1 ratio of 9.3% and a Tier 1 Common ratio of 7.3% at 6/30/09 JPM anticipates maintaining approximately similar capital levels even in a two-year highly stressed environment JPM actual and anticipated capital position ($ in billions) 1 Estimated for 6/30/09 includes capital raise and TARP preferred shares repayment
3 Actual Anticipated As of 3/31/09 as of 6/30/09 1 Tier 1 Capital (ex. TARP) $112 $118 Tier 1 Common Capital 88 93 Tier 1 Ratio (ex. TARP) 9.3 % 9.3 % Tier 1 Common Ratio 7.3 7.3 1 |
 2Q09
outlook Current outlook remains the same as most recent guidance issued on May
27, 2009 (see Appendix), key highlights include: Credit costs will remain high across all lending businesses (IB, RFS, Card, CB); quarterly loss outlooks for RFS and Card (Chase and WaMu) loan portfolios remain
unchanged Quarterly revenue outlooks for CB, TSS, AM remain unchanged Expect trading volatility in the IB and the investment portfolio in Corporate One-time items remain unchanged (MSR 1Q results not likely to repeat; FDIC special
assessment of $700mm-$750mm in 2Q) 4 |
 Agenda Page 5 Appendix 5 |
 Earnings power of franchise and fortress balance sheet position JPM well for the future Each standalone business has a top 1, 2, or 3 position Leadership positions — very difficult to replicate Significant market share and efficiency gains in each business Continued investment across LOBs drives organic growth Businesses operate stronger together than apart Creates additional revenue opportunities in each business 1 Resources to absorb losses include pre-provision net revenue less the change in the
allowance for losses on loans and leases 2 Excludes the impact of purchased credit-impaired loans acquired as part of the WaMu
transaction Solid earnings power helps counter impact of economic
environment: JPM estimates $80B of Resources Other Than Capital to Absorb Losses 1 for ‘09-‘10 under Supervisory Capital Assessment Program (SCAP) More
Adverse scenario; positions JPM to withstand tough environment On-going, but heightened operating discipline on expense, balance sheet,
etc. 1Q09 Tier 1 ratio ex. TARP of 9.3%, Tier 1 Common ratio of 7.3% and Tier 1 Common Capital of $88B $28B in allowance for credit losses as of 3/31/09; firmwide loan loss coverage ratio of 4.53% 2 6 Excellent Franchises Solid Earnings Power Fortress Balance Sheet |
 The
firm’s world-class franchises are market leaders Investment Bank
Retail Financial Services Card Services Commercial Banking Treasury & Securities Services Asset Management Continue to rank #1 in two capital raising league tables for 1Q09 YTD per Thomson Reuters Global Debt, Equity & Equity-related Global Equity & Equity-related Ranked #1 in Global Fees for 1Q09 with 8.3% market share per Dealogic #1 U.S. Credit Card Issuer (by outstandings) #2 U.S. Merchant Acquirer (by acquiring volumes) #1 U.S. Visa Issuer (by # of cards) #1 U.S. MasterCard Issuer (by # of cards) #2 Large Middle-market lender in U.S. #1 originator of multi-family loans in the U.S. Among top 3 banks nationally in market penetration and lead share #1 ranking in market penetration and lead share in 3 of the top 4 MSAs Largest manager of AAA-rated global liquidity funds One of the largest managers of Hedge Funds 42% of customer assets in 4 & 5 star funds #1 in ACH Originations #1 in U.S. Dollar Treasury Clearing and Commercial Payments A global leader in assets under custody ($13.5T) Named top Global Custodian #3 in deposit market share #3 in branch network #1 in Auto Finance (non-captive) #2 in Home Equity Originations #3 in Mortgage Servicing #3 in Mortgage Originations 1 Source: SNL Corporation; market share data as of June 2008, updated for subsequent
acquisitions for all banks through March 2009. Includes deposits in
domestic offices (50 states and D.C.), Puerto Rico and U.S. Territories only and non-retail branches are not included 2 Source: 1Q09 company reports 3 Source: Autocount (franchise), March 2009 4 Source: National Mortgage News, 4Q08 5 Source: Inside Mortgage Finance, 1Q09 6 Source: Nilson Reports. Merchant Acquirer data adjusted for dissolution of First Data
JV 7 Loan Pricing Corporation, 1Q09 8 FDIC and OTS as of 12/31/08 9 TNS Market Study, FY08 10 Ernst & Young 11 FLmetrix 12 AsianInvestor, Global Pensions, International Custody & Fund Administration (ICFA), The
Asset 13 iMoneyNet, December 2008 14 Absolute Return Magazine, March 2009 issue (data as of year-end 2008) 15 Derived from Morningstar for the U.S.; Micropal for the UK, Luxembourg, Hong Kong, &
Taiwan; & Nomura for Japan 7 |
 Consistently investing in revenue growth 1 Actual numbers for all periods, not % change YoY 2 Includes deposits and deposits swept to on-balance sheet liabilities 3 Reflects the transfer in 2007 of held-for-investment prime mortgage loans from AM
to Corporate within the Corporate/Private Equity segment Good underlying momentum in core business drivers propelling organic growth across
businesses Growth drivers - % change YoY 8 1Q09 4Q08 3Q08 2Q08 1Q08 Retail Financial Services Retail Banking Average Deposits 62% 63% 2% 3% 4% # of ATMs 53% 59% 61% 8% 8% # of Branches 65% 74% 75% 2% 2% # of Branch Bankers & Sales Specialists 50% 56% 58% 9% 21% Credit Cards Originated in Branches 50% 56% 6% 4% 18% Deposit margin 2.85% 2.94% 3.06% 2.88% 2.64% Card Services (excl. WaMu) Average Outstandings 1% 5% 6% 4% 3% Charge Volume (16%) (8%) 5% 6% 5% Sales Volume (9%) (4%) 5% 7% 10% # of New accts opened (36%) (25%) (8%) (3%) - Commercial Banking Liability Balances 16% 18% 13% 18% 22% Average Loans 67% 80% 18% 19% 18% Treasury & Securities Services Liability Balances 9% 34% 10% 23% 21% Assets under Custody (14%) (17%) (8%) 2% 7% Asset Management Assets under Management (6%) (5%) (1%) 7% 13% Average Loans (6%) 13% 29% 37% 43% Deposits 20% 19% 10% 25% 24% |
 1Q09 Managed results $ in millions 1 Managed basis presents revenue and credit costs without the effect of credit card
securitizations. Revenue is on a fully taxable-equivalent (FTE) basis.
All references to credit costs refer to managed provision for credit losses. See notes 2 and 3 on slide 14 2 Merger-related items relate to the Bear Stearns and WaMu transactions 3 Actual numbers for all periods, not over/under 4 See note 1 on slide 14 9 1Q09 4Q08 1Q08 Results excl. Merger-related items 2 Revenue (FTE) 1 $27,062 $7,740 $9,164 Credit Costs 1 10,060 1,477 4,955 Expense 13,136 2,129 4,205 Merger-related items 2 (after-tax) (234) (1,298) (234) Reported Net Income $2,141 $1,439 ($232) Reported EPS $0.40 $0.34 ($0.27) ROE 3 5% 1% 8% ROE Net of GW 3 7% 1% 12% ROTCE 3,4 8% 1% 13% $ O/(U) |
  1Q09 4Q08 1Q08 Investment Bank $1,606 $3,970 $1,693 Retail Financial Services 474 (150) 785 Card Services (547) (176) (1,156) Commercial Banking 338 (142) 46 Treasury & Securities Services 308 (225) (95) Asset Management 224 (31) (132) Corporate (262) (1,807) (1,373) Net Income $2,141 $1,439 ($232) $ O/(U) 1Q09 Managed line of business results 1 Managed basis presents revenue and credit costs without the effect of credit card
securitizations. Revenue is on a fully taxable-equivalent (FTE) basis.
All references to credit costs refer to managed provision for credit losses. See notes 2 and 3 on slide 14 10 $ in millions |
 $112 $90 $99 $112 $111 8.3% 8.9% 9.3% 8.9% 9.2% $0 $30 $60 $90 $120 1Q08 2Q08 3Q08 4Q08 1Q09 6.0% 7.0% 8.0% 9.0% 10.0% Tier 1 Capital ex. TARP Tier 1 Ratio ex. TARP Fortress balance sheet strengthened further in 1Q09 Tier 1 ratio (ex. TARP) of 9.3% and Tier 1 Common ratio of 7.3% as of 3/31/09 Strong reserve coverage ratios compared to peers Strong liquidity and funding position with total deposits to loans of 128% as of 3/31/09 – Total deposits of $907B across retail and wholesale businesses – Deposits and liability balances provide a stable and consistent source of funding Fortress balance sheet $75 $77 $86 $88 $87 7.0% 7.3% 7.1% 6.9% 6.8% $0 $25 $50 $75 $100 1Q08 2Q08 3Q08 4Q08 1Q09 4.0% 5.0% 6.0% 7.0% 8.0% Tier 1 Common Capital Tier 1 Common Ratio Tier 1 Capital ex. TARP ($ in billions) Tier 1 Common ($ in billions) Reserve coverage ratios vs. peers Note: Reserve coverage ratios exclude the impact of purchased credit-impaired loans
acquired as part of the WaMu transaction. If these loans were included, the
loan loss reserve ratio at 1Q09 would have been 3.95% 1 Peer average reflects equivalent metrics for key competitors. Consumer and Firmwide peers
are defined as C, BAC and WFC. Wholesale peers are defined as C and BAC
Key points 11 1Q09 JPM Peer Avg. 1 Consumer LLR/Total Loans 5.20% 3.46 % LLR/NPLs 252% 173% Wholesale LLR/Total Loans 3.43% 2.81 % LLR/NPLs 219% 75% Firmwide LLR/Total Loans 4.53% 3.08 % LLR/NPLs 241% 138% |
 JPM
remains committed to safe and sound lending JPM extended more than $150B in
new loans and lines to retail and wholesale clients during 1Q09, including: $62B in consumer and small business originations. JPM extended over 4.5mm new loans and
lines to consumers and small businesses – More than 2mm new credit card lines and 2mm line increases – 185,000 new mortgages (including refinancings) and home equity loans and lines
– Almost 400,000 auto and education loans – Consumer lending is up 2% from 4Q08 with declines in credit card originations offset by growth in mortgage, auto and student lending ~$95B in new and renewed commitments to mid-sized businesses, large corporates and
JPM’s full range of Treasury & Securities Services and Asset Management clients – Wholesale lending is down about 15% from 4Q08 due to lower customer demand JPM also purchased over $34B of mortgage-backed and asset-backed securities in
1Q09 Lending update 1 Card figures are US only 2 1Q09 wholesale gross new exposure includes $0.9B Held-For-Sale/Fair Value
loans $34 $26 $46 $16 ~$110 ~$95 Wholesale gross new exposure Consumer (excl. Card) and small bus. loan orig. Card gross new exposure $ in billions 1 4Q08 1Q09 4Q08 1Q09 4Q08 1Q09 12 |
 Outlook Private Equity At current market levels, expect modest possible write- downs over near term Corporate More sizable investment portfolio; higher net interest income, some trading volatility At current market levels, quarterly revenue of $1.8B +/- is a reasonable run rate for the near term Trading can be volatile; DVA expected to be negative Uncertain environment, risks still remain Credit costs expected to remain elevated Current revenue level is a reasonable expectation Higher credit costs expected Revenue of $2.0B +/- for next couple of quarters driven by lower assets under custody and lower liability balances and spreads Home lending quarterly losses (incl. WaMu) over the next several quarters could be as high as: Home equity – $1.4B Prime mortgage – $500mm Subprime mortgage – $375mm-$475mm Solid underlying growth in Consumer Banking Strong 1Q09 MSR risk management results – not likely to be repeated Special FDIC assessment of $700mm to $750mm (pretax) to be finalized and assessed in 2Q09 If economy weakens further, additional reserving actions may be required Chase losses will approach 9% +/- next quarter; could trend up further depending on unemployment in 2009 WaMu losses to approach 18-24% by end of 2009 Lower charge volume 13 Investment Bank Retail Financial Services Card Services Commercial Banking Treasury & Securities Services Asset Management Corporate/Private Equity Overall |
 This
presentation includes non-GAAP financial measures 1. Tangible Common Equity ("TCE") is calculated, for all purposes, as common
stockholders equity (i.e., total stockholders' equity less preferred stock)
less identifiable intangible assets (other than MSRs) and goodwill, net of
related deferred tax liabilities. TCE is, in management's view, a meaningful measure of capital quality. The TCE measures used in this presentation are not necessarily
comparable to similarly titled measures provided by other firms due to
differences in calculation methodologies. 2. Financial results are presented on a managed basis, as such basis is described in the
firm’s Quarterly Report on Form 10-Q for the quarter ended March
31, 2009 and Annual Report on Form 10-K for the year ended December 31, 2008. 3. All non-GAAP financial measures included in this presentation are provided to assist
readers in understanding certain trend information. Additional
information concerning such non-GAAP financial measures can be found in the above-referenced filings, to which reference is hereby
made. Notes on non-GAAP financial measures and forward-looking
statements 14 Forward looking statements This presentation 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. Factors that could cause JPMorgan Chase’s actual results to differ
materially from those described in the forward-looking statements can be found in JPMorgan Chase’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and its Annual Report on Form
10-K for the year ended December 31, 2008, each of which has been filed with the Securities
and Exchange Commission and is available on JPMorgan Chase’s website
(www.jpmorganchase.com) and on the Securities and Exchange Commission’s website (1www.sec.gov1). JPMorgan Chase does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise
after the date of the forward-looking statements. |