JPMorgan Chase
JPM
#14
Rank
$876.84 B
Marketcap
$322.10
Share price
-0.09%
Change (1 day)
20.15%
Change (1 year)

JPMorgan Chase - 10-Q quarterly report FY2010 Q3


Text size:
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2010      Commission file number 1-5805
JPMORGAN CHASE & CO.
(Exact name of registrant as specified in its charter)
   
Delaware 13-2624428
   
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
270 Park Avenue, New York, New York 10017
   
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (212) 270-6000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o
  (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
Number of shares of common stock outstanding as of October 31, 2010: 3,909,181,427
 
 

 


 

FORM 10-Q
TABLE OF CONTENTS
     
  Page
Part I — Financial information
    
 
    
Item 1 Consolidated Financial Statements – JPMorgan Chase & Co.:
    
 
    
  108 
 
    
  109 
 
    
  110 
 
    
  111 
 
    
  112 
 
    
  183 
 
    
  185 
 
    
    
 
    
  3 
 
    
  5 
 
    
  7 
 
    
  11 
 
    
  15 
 
    
  20 
 
    
  53 
 
    
  56 
 
    
  62 
 
    
  66 
 
    
  102 
 
    
  103 
 
    
  104 
 
    
  107 
 
    
  191 
 
    
  192 
 
    
  192 
 
    
    
 
    
  192 
 
    
  200 
 
    
  201 
 
    
  202 
 
    
  202 
 
    
  202 
 
    
  202 
 EX-31.1
 EX-31.2
 EX-32
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

2


Table of Contents

JPMORGAN CHASE & CO.
CONSOLIDATED FINANCIAL HIGHLIGHTS
                             
(unaudited)                      
(in millions, except per share, headcount and ratios)                     Nine months ended September 30,
As of or for the period ended, 3Q10 2Q10 1Q10 4Q09 3Q09 2010 2009
 
Selected income statement data
                            
Total net revenue
 $23,824  $25,101  $27,671  $23,164  $26,622  $76,596  $77,270 
Total noninterest expense
  14,398   14,631   16,124   12,004   13,455   45,153   40,348 
 
Pre-provision profit(a)
  9,426   10,470   11,547   11,160   13,167   31,443   36,922 
Provision for credit losses
  3,223   3,363   7,010   7,284   8,104   13,596   24,731 
 
Income before income tax expense and extraordinary gain
  6,203   7,107   4,537   3,876   5,063   17,847   12,191 
Income tax expense
  1,785   2,312   1,211   598   1,551   5,308   3,817 
 
Income before extraordinary gain
  4,418   4,795   3,326   3,278   3,512   12,539   8,374 
Extraordinary gain(b)
              76      76 
 
Net income
 $4,418  $4,795  $3,326  $3,278  $3,588  $12,539  $8,450 
 
Per common share data
                            
Basic earnings
                            
Income before extraordinary gain
 $1.02  $1.10  $0.75  $0.75  $0.80  $2.86  $1.50 
Net income
  1.02   1.10   0.75   0.75   0.82   2.86   1.52 
Diluted earnings(c)
                            
Income before extraordinary gain
 $1.01  $1.09  $0.74  $0.74  $0.80  $2.84  $1.50 
Net income
  1.01   1.09   0.74   0.74   0.82   2.84   1.51 
Cash dividends declared
  0.05   0.05   0.05   0.05   0.05   0.15   0.15 
Book value
  42.29   40.99   39.38   39.88   39.12   42.29   39.12 
Common shares outstanding
                            
Weighted-average: Basic(d)
  3,954.3   3,983.5   3,970.5   3,946.1   3,937.9   3,969.4   3,835.0 
Diluted(d)
  3,971.9   4,005.6   3,994.7   3,974.1   3,962.0   3,990.7   3,848.3 
Common shares at period-end
  3,925.8   3,975.8   3,975.4   3,942.0   3,938.7   3,925.8   3,938.7 
Share price(e)
                            
High
 $41.70  $48.20  $46.05  $47.47  $46.50  $48.20  $46.50 
Low
  35.16   36.51   37.03   40.04   31.59   35.16   14.96 
Close
  38.06   36.61   44.75   41.67   43.82   38.06   43.82 
Market capitalization
  149,418   145,554   177,897   164,261   172,596   149,418   172,596 
 
                            
Selected ratios
                            
Return on common equity (“ROE”)(c)
                            
Income before extraordinary gain
  10%  12%  8%  8%  9%  10%  6%
Net income
  10   12   8   8   9   10   6 
Return on tangible common equity (“ROTCE”)(c)
                            
Income before extraordinary gain
  15   17   12   12   13   15   9 
Net income
  15   17   12   12   14   15   9 
Return on assets (“ROA”)
                            
Income before extraordinary gain
  0.86   0.94   0.66   0.65   0.70   0.82   0.55 
Net income
  0.86   0.94   0.66   0.65   0.71   0.82   0.56 
Overhead ratio
  60   58   58   52   51   59   52 
Deposits-to-loans ratio
  131   127   130   148   133   131   133 
Tier 1 capital ratio(f)
  11.9   12.1   11.5   11.1   10.2         
Total capital ratio
  15.4   15.8   15.1   14.8   13.9         
Tier 1 leverage ratio
  7.1   6.9   6.6   6.9   6.5         
Tier 1 common capital ratio(g)
  9.5   9.6   9.1   8.8   8.2         
 
                            
Selected balance sheet data (period-end)(f)
                            
Trading assets
 $475,515  $397,508  $426,128  $411,128  $424,435  $475,515  $424,435 
Securities
  340,168   312,013   344,376   360,390   372,867   340,168   372,867 
Loans
  690,531   699,483   713,799   633,458   653,144   690,531   653,144 
Total assets
  2,141,595   2,014,019   2,135,796   2,031,989   2,041,009   2,141,595   2,041,009 
Deposits
  903,138   887,805   925,303   938,367   867,977   903,138   867,977 
Long-term debt
  255,589   248,618   262,857   266,318   272,124   255,589   272,124 
Common stockholders’ equity
  166,030   162,968   156,569   157,213   154,101   166,030   154,101 
Total stockholders’ equity
  173,830   171,120   164,721   165,365   162,253   173,830   162,253 
Headcount
  236,810   232,939   226,623   222,316   220,861   236,810   220,861 
 

3


Table of Contents

                             
(unaudited)                     Nine months ended
(in millions, except ratios)                     September 30,
As of or for the period ended, 3Q10 2Q10 1Q10 4Q09 3Q09 2010 2009
 
Credit quality metrics
                            
Allowance for credit losses(f)
 $35,034  $36,748  $39,126  $32,541  $31,454  $35,034  $31,454 
Allowance for loan losses to total retained loans(f)
  4.97%  5.15%  5.40%  5.04%  4.74%  4.97%  4.74%
Allowance for loan losses to retained loans excluding purchased credit-impaired loans(f)(h)
  5.12   5.34   5.64   5.51   5.28   5.12   5.28 
Nonperforming assets
 $17,656  $18,156  $19,019  $19,741  $20,362  $17,656  $20,362 
Net charge-offs
  4,945   5,714   7,910   6,177   6,373   18,569   16,788 
Net charge-off rate
  2.84%  3.28%  4.46%  3.85%  3.84%  3.53%  3.28%
Wholesale net charge-off rate
  0.49   0.44   1.84   2.31   1.93   0.92   1.13 
Consumer net charge-off rate
  3.90   4.49   5.56   4.60   4.79   4.66   4.36 
 
(a) Pre-provision profit is total net revenue less noninterest expense. The Firm believes that this financial measure is useful in assessing the ability of a lending institution to generate income in excess of its provision for credit losses.
 
(b) On September 25, 2008, JPMorgan Chase acquired the banking operations of Washington Mutual Bank (“Washington Mutual”). The acquisition resulted in negative goodwill, and accordingly, the Firm recognized an extraordinary gain. A preliminary gain of $1.9 billion was recognized at December 31, 2008. The final total extraordinary gain that resulted from the Washington Mutual transaction was $2.0 billion.
 
(c) The calculation of year-to-date 2009 earnings per share (“EPS”) and net income applicable to common equity includes a one-time, noncash reduction of $1.1 billion, or $0.27 per share, resulting from repayment of U.S. Troubled Asset Relief Program (“TARP”) preferred capital. Excluding this reduction, the adjusted ROE and ROTCE for the year-to-date 2009 would have been 7% and 11%, respectively. The Firm views the adjusted ROE and ROTCE, both non-GAAP financial measures, as meaningful because they enable the comparability to prior periods. For further discussion, see “Explanation and Reconciliation of the Firm’s use of Non-GAAP Financial measures” on pages 15–19 of this Form 10-Q and pages 50–52 of JPMorgan Chase’s 2009 Annual Report.
 
(d) On June 5, 2009, the Firm issued $5.8 billion, or 163 million shares, of its common stock at $35.25 per share.
 
(e) Share prices shown for JPMorgan Chase’s common stock are from the New York Stock Exchange. JPMorgan Chase’s common stock is also listed and traded on the London Stock Exchange and the Tokyo Stock Exchange.
 
(f) Effective January 1, 2010, the Firm adopted new guidance that amended the accounting for the transfer of financial assets and the consolidation of variable interest entities (“VIEs”). Upon adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts, Firm-administered multi-seller conduits and certain other consumer loan securitization entities, primarily mortgage-related, adding $87.7 billion and $92.2 billion of assets and liabilities, respectively, and decreasing stockholders’ equity and the Tier I capital ratio by $4.5 billion and 34 basis points, respectively. The reduction to stockholders’ equity was driven by the establishment of an allowance for loan losses of $7.5 billion (pretax) primarily related to receivables held in credit card securitization trusts that were consolidated at the adoption date.
 
(g) The Firm uses Tier 1 common capital (“Tier 1 common”) along with the other capital measures to assess and monitor its capital position. The Tier 1 common capital ratio (“Tier 1 common ratio”) is Tier 1 common divided by risk-weighed assets. For further discussion, see Regulatory capital on pages 82–84 of JPMorgan Chase’s 2009 Annual Report.
 
(h) Excludes the impact of home lending purchased credit-impaired (“PCI”) loans for all periods. Also excludes, as of December 31, 2009, and September 30, 2009, the loans held by the Washington Mutual Master Trust (“WMMT”), which were consolidated onto the balance sheet at fair value during the second quarter of 2009. No allowance for loan losses was recorded for these loans as of December 31, 2009 and September 30, 2009. The balance of these loans held by the WMMT was zero at September 30, 2010, June 30, 2010 and March 31, 2010. See Note 15 on pages 198-205 of JPMorgan Chase’s 2009 Annual Report.

4


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section of the Form 10-Q provides management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of JPMorgan Chase. See the Glossary of terms on pages 185–188 for definitions of terms used throughout this Form 10-Q. The MD&A included in this Form 10-Q contains statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. These risks and uncertainties could cause the Firm’s actual results to differ materially from those set forth in such forward-looking statements. Certain of such risks and uncertainties are described herein (See Forward-looking Statements on pages 191–192 and Part II, Item 1A: Risk Factors on pages 200–201 of this Form 10-Q).
INTRODUCTION
JPMorgan Chase & Co., a financial holding company incorporated under Delaware law in 1968, is a leading global financial services firm and one of the largest banking institutions in the United States of America (“U.S.”), with $2.1 trillion in assets, $173.8 billion in stockholders’ equity and operations in more than 60 countries as of September 30, 2010. The Firm is a leader in investment banking, financial services for consumers and businesses, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, the Firm serves millions of customers in the U.S. and many of the world’s most prominent corporate, institutional and government clients.
JPMorgan Chase’s principal bank subsidiaries are JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank, N.A.”), a national bank with branches in 23 states in the U.S.; and Chase Bank USA, National Association (“Chase Bank USA, N.A.”), a national bank that is the Firm’s credit card issuing bank. JPMorgan Chase’s principal nonbank subsidiary is J.P. Morgan Securities LLC (“JPMorgan Securities”), formerly J.P. Morgan Securities Inc., the Firm’s U.S. investment banking firm.
JPMorgan Chase’s activities are organized, for management reporting purposes, into six business segments, as well as Corporate/Private Equity. The Firm’s wholesale businesses comprise the Investment Bank, Commercial Banking, Treasury & Securities Services and Asset Management segments. The Firm’s consumer businesses comprise the Retail Financial Services and Card Services segments. A description of the Firm’s business segments, and the products and services they provide to their respective client bases, follows.
Investment Bank
J.P. Morgan is one of the world’s leading investment banks, with deep client relationships and broad product capabilities. The clients of the Investment Bank (“IB”) are corporations, financial institutions, governments and institutional investors. The Firm offers a full range of investment banking products and services in all major capital markets, including advising on corporate strategy and structure, capital-raising in equity and debt markets, sophisticated risk management, market-making in cash securities and derivative instruments, prime brokerage, and research.
Retail Financial Services
Retail Financial Services (“RFS”) serves consumers and businesses through personal service at bank branches and through ATMs, online banking and telephone banking, as well as through auto dealerships and school financial-aid offices. Customers can use more than 5,100 bank branches (third-largest nationally) and 15,800 ATMs (second-largest nationally), as well as online and mobile banking around the clock. More than 28,500 branch salespeople assist customers with checking and savings accounts, mortgages, home equity and business loans, and investments across the 23-state footprint from New York and Florida to California. Consumers also can obtain loans through more than 16,000 auto dealerships and 1,700 schools and universities nationwide.

5


Table of Contents

Card Services
Card Services (“CS”) is one of the nation’s largest credit card issuers, with over $136 billion in loans and nearly 90 million open accounts. In the nine months ended September 30, 2010, customers used Chase cards to meet over $227 billion of their spending needs. Through its merchant acquiring business, Chase Paymentech Solutions, CS is a global leader in payment processing and merchant acquiring.
Commercial Banking
Commercial Banking (“CB”) delivers extensive industry knowledge, local expertise and dedicated service to more than 24,000 clients nationally, including corporations, municipalities, financial institutions and not-for-profit entities with annual revenue generally ranging from $10 million to $2 billion, and more than 35,000 real estate investors/owners. CB partners with the Firm’s other businesses to provide comprehensive solutions, including lending, treasury services, investment banking and asset management to meet its clients’ domestic and international financial needs.
Treasury & Securities Services
Treasury & Securities Services (“TSS”) is a global leader in transaction, investment and information services. TSS is one of the world’s largest cash management providers and a leading global custodian. Treasury Services (“TS”) provides cash management, trade, wholesale card and liquidity products and services to small- and mid-sized companies, multinational corporations, financial institutions and government entities. TS partners with the CB, RFS and Asset Management businesses to serve clients firmwide. As a result, certain TS revenue is included in other segments’ results. Worldwide Securities Services holds, values, clears and services securities, cash and alternative investments for investors and broker-dealers, and manages depositary receipt programs globally.
Asset Management
Asset Management (“AM”), with assets under supervision of $1.8 trillion, is a global leader in investment and wealth management. AM clients include institutions, retail investors and high-net-worth individuals in every major market throughout the world. AM offers global investment management in equities, fixed income, real estate, hedge funds, private equity and liquidity products, including money-market instruments and bank deposits. AM also provides trust and estate, banking and brokerage services to high-net-worth clients, and retirement services for corporations and individuals. The majority of AM’s client assets are in actively managed portfolios.

6


Table of Contents

EXECUTIVE OVERVIEW
This executive overview of MD&A highlights selected information and may not contain all of the information that is important to readers of this Form 10-Q. For a complete description of events, trends and uncertainties, as well as the capital, liquidity, credit and market risks, and the critical accounting estimates affecting the Firm and its various lines of business, this Form 10-Q should be read in its entirety.
The U.S. economy continued to grow, albeit slowly, during the third quarter of 2010. U.S. consumer spending continued to increase at a moderate pace, in the face of high unemployment and modest income growth. Spending on equipment and technology rose during the quarter, supported by the healthy financial condition of U.S. businesses. However, hiring slowed modestly, and bank lending continued to trend lower, though at a reduced rate. Outside the U.S., the pace of growth slowed in the third quarter, reflecting a moderation in most developed and developing economies. A modest pickup in Japan and continued strong growth in China and India were the exceptions.
The equity markets rebounded in the third quarter, as recent economic data implied the U.S. economy, while recovering slowly, was not falling back into recession. The Federal Reserve maintained the target range for the federal funds rate at zero to one-quarter percent and continued to indicate that economic conditions are likely to warrant a low federal funds rate for an extended period. Also, the Federal Reserve began to buy U.S. Treasuries using the proceeds received from repayments or refinancings of outstanding mortgages in its portfolio. The Federal Reserve also announced that it was considering other options to help the economy.
Financial performance of JPMorgan Chase
                         
  Three months ended September 30, Nine months ended September 30,
(in millions, except per share data and ratios) 2010 2009 Change 2010 2009 Change
 
Selected income statement data
                        
Total net revenue
 $23,824  $26,622   (11)% $76,596  $77,270   (1)%
Total noninterest expense
  14,398   13,455   7   45,153   40,348   12 
Pre-provision profit
  9,426   13,167   (28)  31,443   36,922   (15)
Provision for credit losses
  3,223   8,104   (60)  13,596   24,731   (45)
Income before extraordinary gain
  4,418   3,512   26   12,539   8,374   50 
Extraordinary gain(a)
     76  NM     76  NM
Net income
  4,418   3,588   23   12,539   8,450   48 
 
                        
Diluted earnings per share(b)
                        
Income before extraordinary gain
 $1.01  $0.80   26  $2.84  $1.50   89 
Net income
  1.01   0.82   23   2.84   1.51   88 
Return on common equity(b)
                        
Income before extraordinary gain
  10%  9%      10%  6%    
Net income
  10   9       10   6     
 
                        
Capital ratios
                        
Tier 1 capital
  11.9   10.2                 
Tier 1 common
  9.5   8.2                 
 
(a) On September 25, 2008, JPMorgan Chase acquired the banking operations of Washington Mutual Bank (“Washington Mutual”). The acquisition resulted in negative goodwill, and accordingly, the Firm recognized an extraordinary gain. A preliminary gain of $1.9 billion was recognized at December 31, 2008. The final total extraordinary gain that resulted from the Washington Mutual transaction was $2.0 billion.
 
(b) The calculation of EPS and net income applicable to common equity for the nine months ended September 30, 2009, included a one-time noncash reduction of $1.1 billion, or $0.27 per share, resulting from repayment of TARP preferred capital. Excluding this reduction, the adjusted ROE for the first nine months of 2009 would have been 7%. The Firm views the adjusted ROE, a non-GAAP financial measure, as meaningful because it enables comparability to prior periods. For further discussion, see “Explanation and Reconciliation of the Firm’s use of Non-GAAP Financial measures” on pages 15–19 of this Form 10-Q and pages 50–52 of JPMorgan Chase’s 2009 Annual Report.
Business overview
JPMorgan Chase reported third-quarter 2010 net income of $4.4 billion, or $1.01 per share, compared with net income of $3.6 billion, or $0.82 per share, in the third quarter of 2009. Current-quarter EPS included a $1.3 billion pretax ($0.18 per share after-tax) increase to litigation reserves, including those for mortgage-related matters; a $1.0 billion pretax ($0.15 per share after-tax) increase to mortgage repurchase reserves; and a benefit from a $1.5 billion pretax ($0.22 per share after-tax) reduction of loan loss reserves in Card Services. ROE for the quarter was 10%, compared with 9% in the prior year.
The increase in earnings from the third quarter of 2009 was driven by a significantly lower provision for credit losses, predominantly offset by lower net revenue and higher noninterest expense. The decline in net revenue was driven by lower principal transactions revenue, reflecting lower trading results. The lower provision for credit losses reflected improvements in both the consumer and wholesale provisions. The consumer provision declined due to a reduction in the allowance for credit losses associated with the credit card portfolio as a result of improved delinquency trends and reduced net charge-offs. The decrease in the wholesale provision was driven by a reduction in the allowance for credit losses predominantly as

7


Table of Contents

a result of continued improvement in the credit quality of the commercial and industrial loan portfolio, reduced net charge-offs and net repayments. The increase in noninterest expense in the third quarter of 2010 was largely due to higher litigation expense. JPMorgan Chase maintained very high liquidity, with a deposits-to-loans ratio of 131%, and increased its capital, ending the quarter with a strong Tier 1 common ratio of 9.5%.
While overall credit costs continued to decline in the third quarter of 2010, the levels of net charge-offs in the mortgage and credit card portfolios continued to be very high. Mortgage delinquency trends remained relatively flat compared with the prior quarter, while credit card delinquencies continued to improve. Total firmwide credit reserves declined to $35.0 billion, resulting in a firmwide coverage ratio of 5.1% of total loans.
Net income for the first nine months of 2010 was $12.5 billion, or $2.84 per share, compared with $8.5 billion, or $1.51 per share, in the first nine months of 2009. The increase in earnings from the comparable 2009 nine-month period was driven by a lower provision for credit losses, partially offset by higher noninterest expense. The factors that drove the lower provision for credit losses and the higher noninterest expense in the nine-month results comparison were the same as those that drove the third-quarter results comparison. Net revenue decreased modestly in the first nine months of 2010 compared with the prior year, reflecting lower markets revenue, lower mortgage fees and related income, and lower credit card revenue, largely offset by a higher level of both private equity and securities gains.
JPMorgan Chase continued to support the economic recovery by providing capital, financing and liquidity to its clients in the U.S. and around the world. During the first nine months of 2010, the Firm loaned or raised capital for its clients of more than $1.0 trillion, and its small-business originations were up 37% over the same period last year. The Firm has offered 975,000 mortgage modifications and has approved 292,000 since the beginning of 2009. In addition, JPMorgan Chase is on track to hire over 10,000 people in the U.S. this year.
The discussion that follows highlights the current-quarter performance of each business segment, compared with the prior-year quarter. Managed basis starts with the reported U.S. GAAP results and, for each line of business and the Firm as a whole, includes certain reclassifications to present total net revenue on a tax-equivalent basis. Effective January 1, 2010, the Firm adopted new accounting guidance that required it to consolidate its Firm-sponsored credit card securitization trusts; as a result, reported and managed basis relating to credit card securitizations are equivalent for periods beginning after January 1, 2010. Prior to the adoption of the new accounting guidance, in 2009 and all other prior periods, the U.S. GAAP results for CS and the Firm were also adjusted for certain reclassifications that assumed credit card loans that had been securitized and sold by CS remained on the Consolidated Balance Sheets. These adjustments had no impact on net income as reported by the Firm as a whole or by the lines of business. For more information about managed basis, as well as other non-GAAP financial measures used by management to evaluate the performance of each line of business, see pages 15–19 of this Form 10-Q.
Investment Bank net income decreased, reflecting lower net revenue, partially offset by lower noninterest expense and a benefit from the provision for credit losses. The decrease in net revenue was driven by a decline in Fixed Income Markets revenue, largely reflecting lower results in credit and rates markets. Investment banking fees also decreased, driven by lower levels of equity underwriting fees, offset partially by higher levels of debt underwriting fees. Partially offsetting the revenue decline was an increase in Equity Markets revenue, reflecting solid client revenue. The provision for credit losses was a benefit in the third quarter of 2010, compared with an expense in the third quarter of 2009, and reflected a reduction in the allowance for loan losses, largely related to net repayments and loan sales. Noninterest expense decreased, primarily due to lower compensation expense.
Retail Financial Services net income increased significantly from the prior year, driven by a lower provision for credit losses. Net revenue decreased, driven by lower deposit-related fees, lower loan balances, lower mortgage fees and related income and narrower loan spreads. These decreases were partially offset by a shift to wider-spread deposit products and growth in debit card income and auto operating lease income. The provision for credit losses decreased from the prior year, reflecting improved delinquency trends and reduced net charge-offs. Noninterest expense increased from the prior year, driven by sales force increases in Business Banking and bank branches.
Card Services reported net income compared with a net loss in the prior year, as a lower provision for credit losses was partially offset by lower net revenue. The decrease in net revenue was driven by a decline in net interest income, reflecting lower average loan balances, the impact of legislative changes and a decreased level of fees. These decreases were partially offset by lower revenue reversals associated with lower charge-offs. The provision for credit losses decreased from the prior year, reflecting lower net charge-offs and a reduction to the allowance for loan losses due to lower estimated losses. Noninterest expense increased due to higher marketing expense.
Commercial Banking net income increased from the prior year, driven by a reduction in the provision for credit losses. Results included the impact of the purchase of a $3.5 billion loan portfolio during the third quarter of 2010. Net revenue was a record, driven by growth in liability balances, wider loan spreads, changes in the valuation of investments held at fair value and higher investment banking fees, largely offset by spread compression on liability products and lower loan

8


Table of Contents

balances. The provision for credit losses decreased from the third quarter of 2009, reflecting continued improvement in the credit quality of the commercial and industrial loan portfolio. Noninterest expense increased, reflecting higher headcount-related expense.
Treasury and Securities Services net income decreased from the prior year, driven by higher noninterest expense, partially offset by higher net revenue. Treasury Services net revenue increased, driven by higher trade loan and card product volumes, partially offset by lower spreads on liability products. Worldwide Securities Services net revenue also increased, driven by higher market levels and net inflows of assets under custody, partially offset by lower spreads on liability products and securities lending. Noninterest expense for TSS increased, driven by continued investment in new product platforms, primarily related to international expansion, and higher performance-based compensation.
Asset Management net income decreased modestly from the prior year, as higher noninterest expense was largely offset by higher net revenue and a lower provision for credit losses. The growth in net revenue was driven by higher loan originations, the effect of higher market levels, net inflows to products with higher margins and higher deposit and loan balances, partially offset by narrower deposit and loan spreads, lower brokerage revenue and lower quarterly valuations of seed capital investments. Noninterest expense rose due to an increase in headcount.
Corporate/Private Equity net income decreased from the prior year, driven by lower net revenue and higher noninterest expense. The decrease in net revenue reflected lower net interest income from the investment portfolio and lower trading and securities gains, offset partially by higher private equity gains. The increase in noninterest expense was largely due to an increase in litigation reserves, including those for mortgage-related matters.
Business outlook
The following forward-looking statements are based on the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. As noted above, these risks and uncertainties could cause the Firm’s actual results to differ materially from those set forth in such forward-looking statements. See Forward-Looking Statements on pages 191–192 and Risk Factors on pages 200–201 of this Form 10-Q.
JPMorgan Chase’s outlook for the fourth quarter of 2010 should be viewed against the backdrop of the global and U.S. economies, financial markets activity, the geopolitical environment, the competitive environment and client activity levels. Each of these linked factors will affect the performance of the Firm and its lines of business.
In the Retail Banking business within RFS, management expects revenue to be stable over the next several quarters, despite continued economic pressure on consumers and consumer spending levels. The Firm has made changes in its policies consistent with and, in certain respects, beyond the requirements of the newly-enacted legislation relating to non-sufficient funds and overdraft fees. Results in the third quarter of 2010 reflected the full impact of the approximately $700 million reduction to annualized Retail Banking net income associated with these changes.
In the Mortgage Banking & Other Consumer Lending business within RFS, management expects revenue to continue to be negatively affected by continued elevated levels of repurchases of mortgages previously sold, for example, to U.S. government-sponsored entities (“GSEs”). Management estimates that realized repurchase losses could total approximately $1.2 billion in 2011.
In addition, during the third quarter of 2010, the Firm determined that certain documents executed in connection with mortgage loan foreclosures may not have complied with all applicable procedural requirements. Accordingly, the Firm temporarily halted foreclosures, foreclosure sales and evictions in certain states so that it could review its foreclosure processes. Furthermore, state and federal officials have announced investigations into the procedures followed by mortgage servicing companies and banks, including the Firm and its affiliates, in completing affidavits relating to foreclosures. The Firm is cooperating with these investigations and is dedicating significant resources to address these issues. The Firm expects to incur additional costs and expenses in resolving these issues. For further discussion, see “Loan modification activities” on pages 91–94 of this Form 10-Q.
In the Real Estate Portfolios business within RFS, management believes that, given the continued economic and housing market uncertainty, it remains possible that quarterly net charge-offs could be approximately $1.0 billion for the home equity portfolio, $400 million for the prime mortgage portfolio and $400 million for the subprime mortgage portfolio over the next several quarters. For the purchased credit impaired real estate portfolios, the lifetime loss estimates assume some improvement in both delinquency and loss severity trends over time; if the timing of these improvements differs from current projections, loan loss reserves could increase. For example, if delinquencies and severities for these portfolios do not follow recent trends and instead remain at current levels over the next two years, related reserves could increase by approximately $3.0 billion over that time period. Given current origination and production levels, combined with management’s current estimate of portfolio runoff levels, the residential real estate portfolio is expected to decline by approximately 10% to 15% annually for the foreseeable future. The effect of such a reduction in the residential real estate portfolio is expected to reduce the portfolio’s 2010 net interest income by approximately $1.0 billion from the 2009 level. The continued portfolio runoff will

9


Table of Contents

reduce net interest income over time; however, this reduction in net interest income will be more than offset by an improvement in credit costs and lower expenses. As the portfolio continues to run off, management anticipates that approximately $1.0 billion of capital may be redeployed each year, subject to the capital requirements associated with the remaining portfolio.
Also, in RFS, management expects noninterest expense to remain modestly above 2009 levels, reflecting investments in new branch builds and sales force hires, as well as continued elevated servicing-, default- and foreclosed asset-related costs.
In CS, management expects end-of-period outstandings for the Chase portfolio (excluding the Washington Mutual portfolio) to decline by approximately 15%, or $21 billion, from 2009 levels, to approximately $123 billion by the end of 2010. More than half of this decline is driven by a planned reduction in balance transfer offers. Management estimates that this decline could bottom out in the third quarter of 2011 and by the end of 2011 the outstandings in the portfolio could be approximately $120 billion and reflect a better mix of customers. The Washington Mutual portfolio declined to $15 billion at the end of the third quarter of 2010, from $20 billion at the end of 2009. Management estimates that the Washington Mutual portfolio could decline to $10 billion by the end of 2011.
Also, management estimates that CS net income may be reduced, on an annualized basis, by approximately $750 million as a result of the impact of the Credit Card Accountability, Responsibility and Disclosure Act of 2009 (“CARD Act”), including the regulatory guidance defining reasonable and proportional fees. Third-quarter 2010 net income reflected approximately 65% of the estimated quarterly impact, and management estimates that the full impact could be reflected in the fourth quarter of 2010. The net charge-off rates for both the Chase and Washington Mutual credit card portfolios are anticipated to continue to improve if current delinquency trends continue. The net charge-off rate for the Chase portfolio (excluding the Washington Mutual portfolio) could be approximately 7.5% in the fourth quarter of 2010. However, overall results for CS will depend on the economic environment and any resulting reserve actions.
While recent economic data implied the U.S. economy was not falling back into recession, high unemployment persisted. Even as consumer-lending net charge-offs and delinquencies have improved as noted above, the consumer credit portfolio remains under stress. Further declines in U.S. housing prices and increases in the unemployment rate remain possible; if this were to occur, it would adversely affect the Firm’s results.
In IB, TSS and AM, revenue will be affected by market levels, volumes and volatility, which will influence client flows and assets under management, supervision and custody. In addition, IB and CB results will continue to be affected by the credit environment, which will influence levels of charge-offs, repayments and provision for credit losses.
In Private Equity (within the Corporate/Private Equity segment), earnings will likely continue to be volatile and be influenced by capital markets activity, market levels, the performance of the broader economy and investment-specific issues. Corporate’s net interest income levels and securities gains will generally trend with the size and duration of the investment securities portfolio. Corporate net income (excluding Private Equity, and excluding merger-related items, material litigation expenses and significant nonrecurring items, if any) is anticipated to trend toward a level of approximately $300 million per quarter.
Management expects modest continued downward pressure on the net interest margin in the fourth quarter of 2010, primarily resulting from continued repositioning of the investment securities portfolio in Corporate, runoff of loans with higher contractual interest rates in the Real Estate Portfolios and CS businesses, and the impact of the CARD Act legislation on CS.
Regarding regulatory reform, JPMorgan Chase intends to work with the Firm’s regulators as they proceed with the extensive rulemaking required to implement financial reforms. The Firm will continue to devote substantial resources to achieving implementation of regulatory reforms in a way that preserves the value the Firm delivers to its clients.
Management and the Firm’s Board of Directors continually evaluate alternatives to deploy the Firm’s strong capital base in ways that will enhance shareholder value. Such alternatives could include the repurchase of common stock, increasing the common stock dividend and pursuing alternative investment opportunities. The Firm resumed its repurchases of common stock beginning in the second quarter of 2010 under its preexisting Board authorization. The Firm’s current share repurchase activity is intended to offset share count increases resulting from employee equity awards and is consistent with the Firm’s goal of maintaining an appropriate share count. The aggregate amount and timing of future repurchases will depend, among other factors, on market conditions and management’s judgment regarding economic conditions, the Firm’s earnings outlook, the need to maintain adequate capital levels (in light of business needs and regulatory requirements) and alternative investment opportunities. With regard to any decision by the Firm’s Board of Directors concerning any increase in the level of the common stock dividend, their determination will be subject to their judgment that the likelihood of another severe economic downturn has sufficiently diminished; that there is evidence of sustained underlying growth in employment for at least several months; that overall business performance and credit have stabilized or improved; and that such action is warranted, taking into consideration, among other factors, the Firm’s earnings outlook, the need to maintain adequate capital levels, alternative investment opportunities and appropriate dividend payout ratios. Ultimately, the Board would seek to return to the Firm’s historical dividend ratio of approximately 30% to 40% of normalized earnings over time, though it would consider moving to that level in stages.

10


Table of Contents

CONSOLIDATED RESULTS OF OPERATIONS
This section provides a comparative discussion of JPMorgan Chase’s Consolidated Results of Operations on a reported basis. Factors that relate primarily to a single business segment are discussed in more detail within that business segment. For a discussion of the Critical Accounting Estimates Used by the Firm that affect the Consolidated Results of Operations, see pages 104–106 of this Form 10-Q and pages 127–131 of JPMorgan Chase’s 2009 Annual Report.
Revenue
                         
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 Change 2010 2009 Change
 
Investment banking fees
 $1,476  $1,679   (12)% $4,358  $5,171   (16)%
Principal transactions
  2,341   3,860   (39)  8,979   8,958    
Lending- and deposit-related fees
  1,563   1,826   (14)  4,795   5,280   (9)
Asset management, administration and commissions
  3,188   3,158   1   9,802   9,179   7 
Securities gains
  102   184   (45)  1,712   729   135 
Mortgage fees and related income
  707   843   (16)  2,253   3,228   (30)
Credit card income
  1,477   1,710   (14)  4,333   5,266   (18)
Other income
  468   625   (25)  1,465   685   114 
           
Noninterest revenue
  11,322   13,885   (18)  37,697   38,496   (2)
Net interest income
  12,502   12,737   (2)  38,899   38,774    
           
Total net revenue
 $23,824  $26,622   (11)% $76,596  $77,270   (1)%
 
Total net revenue for the third quarter of 2010 was $23.8 billion, down by $2.8 billion, or 11%, from the third quarter of 2009. Results were driven by lower principal transactions revenue, reflecting lower trading revenue in IB partially offset by an increase in private equity gains. Total net revenue for the first nine months of 2010 was $76.6 billion, down by $674 million, or 1%, from the prior year. The decline reflected lower markets revenue in IB and Corporate, lower mortgage fees and related income in RFS, and lower credit card revenue, largely offset by a higher level of both private equity and securities gains in Corporate.
Investment banking fees for the third quarter and first nine months of 2010 decreased from the comparable periods of 2009 due to lower equity underwriting fees, partially offset by higher debt underwriting fees. Lower advisory fees also contributed to the decline for the first nine months of 2010. Overall industry-wide equity underwriting volumes were lower in the third quarter and first nine months of 2010 compared with the respective periods in 2009. For additional information on investment banking fees, which are primarily recorded in IB, see IB segment results on pages 21–24 of this Form 10-Q.
Principal transactions revenue, which consists of revenue from the Firm’s trading and private equity investing activities, decreased from the third quarter of 2009 and was relatively flat compared with the first nine months of 2009. Trading revenue declined in both comparable periods, driven by lower fixed income revenue in IB, reflecting lower results in credit and rates markets. Trading revenue also reflected third-quarter losses of $493 million, compared with $1.0 billion in the prior- year third quarter; and gains in the first nine months of 2010 of $494 million, compared with losses of $1.9 billion in the comparable 2009 period. These results were associated with changes in the Firm’s credit spreads on certain structured and derivative liabilities. A partial offset to the decline in the nine-month period was the absence of mark-to-market losses on hedges of retained loans in IB compared with the prior year. Private equity gains in both the third quarter and first nine months of 2010 improved from the comparable 2009 periods. Results in the nine-month period swung to gains in 2010 from losses in 2009. For additional information on principal transactions revenue, see IB and Corporate/Private Equity segment results on pages 21–24 and 51–53, respectively, and Note 6 on page 140 of this Form 10-Q.
Lending- and deposit-related fees for the third quarter and first nine months of 2010 decreased from the prior-year periods. These declines reflected lower deposit-related fees in RFS associated, in part, with newly-enacted legislation related to non-sufficient funds and overdraft fees; this was partially offset by higher lending-related service fees – in particular, for the first nine months of 2010, in IB and CB. For additional information on lending- and deposit-related fees, which are mostly recorded in RFS, TSS and CB, see the RFS segment results on pages 25–35, the TSS segment results on pages 44–46 and the CB segment results on pages 41–43 of this Form 10-Q.

11


Table of Contents

Asset management, administration and commissions revenue was relatively flat in the third quarter of 2010 compared with the prior year and increased in the first nine months of 2010 compared with the prior year. Results in both periods included higher asset management fees in AM, driven by the effect of higher market levels, net inflows to products with higher margins and higher performance fees; higher administration fees in TSS, resulting from the effect of higher market levels and net inflows of assets under custody; and lower brokerage commissions in IB. For additional information on these fees and commissions, see the segment discussions for AM on pages 47–51 and TSS on pages 44–46 of this Form 10-Q.
Securities gains decreased in the third quarter of 2010 compared with the third quarter of 2009 and increased in the first nine months of 2010 compared with the first nine months of 2009. Results for both comparable periods were affected by actions taken to reposition the Corporate investment securities portfolio in connection with managing the Firm’s structural interest rate risk; for the third-quarter comparison, gains from the repositioning activities were lower, while for the nine-month comparison, the gains were higher. For additional information on securities gains, which are mostly recorded in the Firm’s Corporate business, and Corporate’s investment securities portfolio, see the Corporate/Private Equity segment discussion on pages 51–53 of this Form 10-Q.
Mortgage fees and related income decreased from the third quarter and first nine months of 2009, driven by lower net production revenue, predominantly reflecting higher repurchase losses. The third quarter of 2010 included a $1.0 billion increase in the repurchase reserve, as a result of higher estimated future repurchase demands; for the first nine months of 2010, the increase in the reserve was $1.6 billion. (These charges for increasing the reserve are booked as contra-revenue.) Production revenue, excluding repurchase losses, increased from both periods, reflecting wider margins; also contributing to the increase for the third quarter of 2010 were higher mortgage origination volumes. For the first nine months of 2010, an additional driver of the decline in mortgage fees and related income from the comparable 2009 period was lower net mortgage servicing revenue, reflecting lower MSR risk management results, which were predominantly offset by higher operating revenue. For additional information on mortgage fees and related income, which is recorded primarily in RFS, see RFS’s Mortgage Banking & Other Consumer Lending discussion on pages 29–32 of this Form 10-Q.
Credit card income decreased from the third quarter and first nine months of 2009, due predominantly to the impact of the new consolidation guidance related to variable interest entities (“VIEs”), effective January 1, 2010, that required the Firm to consolidate the assets and liabilities of its Firm-sponsored credit card securitization trusts. Adoption of the new guidance resulted in the elimination of all servicing fees received from Firm-sponsored credit card securitization trusts (offset by related increases in net interest income and the provision for credit losses, and the elimination of securitization income/losses in other income). Lower revenue from fee-based products also contributed to the decrease in credit card income for both periods. For a more detailed discussion of the impact of the adoption of the new consolidation guidance on the Consolidated Statements of Income, see Explanation and Reconciliation of the Firm’s Use of Non-GAAP Financial Measures on pages 15–19 of this Form 10-Q. For additional information on credit card income, see the CS segment results on pages 36–40 of this Form 10-Q.
Other income decreased in the third quarter of 2010 compared with the prior year, as a result of a gain recognized in the third quarter of 2009 in Corporate on the sale of certain assets, and lower valuations on seed capital investments in AM. For the first nine months of 2010, other income increased compared with the prior year, due to the write-down of securitization interests during the first nine months of 2009. Higher auto operating lease income in RFS also contributed to the increase in other income. These items were offset partially by lower valuations on seed capital investments in AM.
Net interest income declined modestly in the third quarter of 2010 compared with the prior-year quarter and was relatively flat for the first nine months of 2010 compared with the prior-year period. Declining loan balances were predominantly offset by the impact of the adoption of the new consolidation guidance related to VIEs (which increased net interest income by approximately $1.4 billion for the third quarter of 2010 and by approximately $4.6 billion for the first nine months of 2010). Excluding the impact of the adoption of the new accounting guidance, net interest income decreased for both the third quarter and first nine months of 2010 compared with the comparable 2009 periods, driven by lower average loan balances, primarily in CS, RFS and IB, and lower yields on credit card receivables, reflecting the impact of legislative changes. The Firm’s interest-earning assets for the third quarter of 2010 were $1.7 trillion, and the net yield on those assets, on a fully taxable-equivalent (“FTE”) basis, was 3.01%, a decrease of nine basis points from the third quarter of 2009. The Firm’s interest-earning assets for the first nine months of 2010 were $1.7 trillion, and the net yield on those assets, on a FTE basis, was 3.13%, a decrease of two basis points from the first nine months of 2009. For a more detailed discussion of the impact of the adoption of the new consolidation guidance related to VIEs on the

12


Table of Contents

Consolidated Statements of Income, see Explanation and Reconciliation of the Firm’s Use of Non-GAAP Financial Measures on pages 15–19 of this Form 10-Q. For a further information on the impact of the legislative changes on the Consolidated Statements of Income, see CS discussion on Credit Card Legislation on page 37 of this Form 10-Q.
                         
Provision for credit losses Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 Change 2010 2009 Change
 
Wholesale
 $44  $779   (94)% $(764) $3,553  NM
Consumer
  3,179   7,325   (57)  14,360   21,178   (32)%
           
Total provision for credit losses
 $3,223  $8,104   (60)% $13,596  $24,731   (45)%
 
The provision for credit losses decreased significantly from the third quarter and first nine months of 2009. The decrease in the consumer provision for both 2010 periods reflected a reduction in the allowance for credit losses as a result of improved delinquency trends and reduced net charge-offs; the reductions in the allowance for loan losses in CS were $1.5 billion and $4.0 billion in the third quarter and first nine months of 2010, respectively (compared with additions of $575 million and $2.0 billion in the comparable 2009 periods). The decrease in the wholesale provision in both 2010 periods reflected a reduction in the allowance for credit losses predominantly as a result of continued improvement in the credit quality of the commercial and industrial loan portfolio, reduced net charge-offs and repayments. For a more detailed discussion of the loan portfolio and the allowance for credit losses, see the segment discussions for RFS on pages 25–35, CS on pages 36–40, IB on pages 21–24 and CB on pages 41–43, and the Allowance for Credit Losses section on pages 95–98 of this Form 10-Q.
Noninterest expense
                         
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 Change 2010 2009 Change
 
Compensation expense(a)
 $6,661  $7,311   (9)% $21,553  $21,816   (1)%
Noncompensation expense:
                        
Occupancy
  884   923   (4)  2,636   2,722   (3)
Technology, communications and equipment
  1,184   1,140   4   3,486   3,442   1 
Professional and outside services
  1,718   1,517   13   4,978   4,550   9 
Marketing
  651   440   48   1,862   1,241   50 
Other(b)(c)(d)
  3,082   1,767   74   9,942   5,332   86 
Amortization of intangibles
  218   254   (14)  696   794   (12)
           
Total noncompensation expense
  7,737   6,041   28   23,600   18,081   31 
Merger costs
     103  NM     451  NM
           
Total noninterest expense
 $14,398  $13,455   7% $45,153  $40,348   12%
 
(a) Year-to-date 2010 included a payroll tax expense related to the U.K. Bank Payroll Tax on certain compensation awarded from December 9, 2009, to April 5, 2010, to relevant banking employees.
 
(b) Includes litigation expense of $1.5 billion and $5.2 billion for the three and nine months ended September 30, 2010, compared with $246 million and a net benefit of $10 million for the three and nine months ended September 30, 2009, respectively.
 
(c) Includes foreclosed property expense of $251 million and $798 million for the three and nine months ended September 30, 2010, respectively, compared with $346 million and $965 million for the three and nine months ended September 30, 2009, respectively. For additional information regarding foreclosed property, see Note 13 on page 196 of JPMorgan Chase’s 2009 Annual Report.
 
(d) Year-to-date 2009 included a $675 million Federal Deposit Insurance Corporation (“FDIC”) special assessment.
Total noninterest expense for the third quarter of 2010 was $14.4 billion, up by $943 million, or 7%, from the third quarter of 2009. For the first nine months of 2010, total noninterest expense was $45.2 billion, up by $4.8 billion, or 12%, from the comparable 2009 period. The increase for both periods was driven by higher noncompensation expense, predominantly due to higher litigation expense.
The decrease in compensation expense from the third quarter of 2009 was predominantly due to lower performance-based incentives, particularly in IB; this was partially offset by higher salary expense related to investments in the businesses, including the addition of sales force in RFS and client advisors in AM. Compensation expense for the first nine months of 2010 decreased from the prior-year period, predominantly due to lower performance-based incentives, largely offset by the impact of the U.K. Bank Payroll Tax and higher salary expense related to investments in the businesses.

13


Table of Contents

Noncompensation expense increased for the third quarter and first nine months of 2010 compared with the prior-year periods, due to higher litigation expense. Also contributing to the increase were higher marketing expense in CS and higher professional services expense, due to investments in systems in the businesses and increased brokerage, clearing and exchange transaction processing expense in IB. Partially offsetting the increase in the nine-month comparison was the absence of a $675 million FDIC special assessment recognized in the second quarter of 2009. For a further discussion of litigation expense, see Litigation reserve in Note 21 – Commitments and Contingencies on pages 173–174 of this Form 10-Q. For a discussion of amortization of intangibles, refer to Note 16 on pages 167–170 of this Form 10-Q.
There were no merger costs recorded in 2010. Merger costs of $103 million and $451 million were recorded in the third quarter and first nine months of 2009, respectively. For additional information on merger costs, refer to Note 10 on page 143 of this Form 10-Q.
Income tax expense
                 
  Three months ended September 30, Nine months ended September 30,
(in millions, except rate) 2010 2009 2010 2009
 
Income before income tax expense
 $6,203  $5,063  $17,847  $12,191 
Income tax expense
  1,785   1,551   5,308   3,817 
Effective tax rate
  28.8%  30.6%  29.7%  31.3%
 
The decrease in the effective tax rate for the third quarter and first nine months of 2010 compared with the prior-year periods was primarily the result of lower state and local income taxes, as well as tax benefits recognized upon the resolution of tax audits in both 2010 periods. These decreases were partially offset by the impact of higher reported pretax income for 2010. For additional information on income taxes, see Critical Accounting Estimates Used by the Firm on pages 104–106 of this Form 10-Q.
Extraordinary gain
On September 25, 2008, JPMorgan Chase acquired the banking operations of Washington Mutual. This transaction was accounted for under the purchase method of accounting for business combinations. The adjusted net asset value of the banking operations after purchase accounting adjustments was higher than the consideration paid by JPMorgan Chase, resulting in an extraordinary gain. In the third quarter of 2009, the Firm recognized a $76 million increase in the extraordinary gain associated with the final purchase accounting adjustments for the acquisition. The preliminary gain recognized in 2008 was $1.9 billion. For a further discussion of the Washington Mutual transaction, see Note 2 on pages 143–148 of the Firm’s 2009 Annual Report.

14


Table of Contents

EXPLANATION AND RECONCILIATION OF THE FIRM’S USE OF NON-GAAP FINANCIAL MEASURES
The Firm prepares its consolidated financial statements using accounting principles generally accepted in the U.S. (“U.S. GAAP”); these financial statements appear on pages 108–111 of this Form 10-Q. That presentation, which is referred to as “reported basis,” provides the reader with an understanding of the Firm’s results that can be tracked consistently from year to year and enables a comparison of the Firm’s performance with other companies’ U.S. GAAP financial statements.
In addition to analyzing the Firm’s results on a reported basis, management reviews the Firm’s results and the results of the lines of business on a “managed” basis, which is a non-GAAP financial measure. The Firm’s definition of managed basis starts with the reported U.S. GAAP results and includes certain reclassifications to present total net revenue for the Firm (and each of the business segments) on a FTE basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits is presented in the managed results on a basis comparable to taxable securities and investments. This non-GAAP financial measure allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The corresponding income tax impact related to these items is recorded within income tax expense. These adjustments have no impact on net income as reported by the Firm as a whole or by the lines of business.
Prior to January 1, 2010, the Firm’s managed-basis presentation also included certain reclassification adjustments that assumed credit card loans securitized by CS remained on the balance sheet. Effective January 1, 2010, the Firm adopted new accounting guidance that required the Firm to consolidate its Firm-sponsored credit card securitizations trusts. The income, expense and credit costs associated with these securitization activities are now recorded in the 2010 Consolidated Statements of Income in the same classifications that were previously used to report such items on a managed basis. As a result of the consolidation of the credit card securitization trusts, reported and managed basis relating to credit card securitizations are equivalent for periods beginning after January 1, 2010. For additional information on the new accounting guidance, see Note 15 on pages 155–167 of this Form 10-Q.
The presentation in 2009 of CS results on a managed basis assumed that credit card loans that had been securitized and sold in accordance with U.S. GAAP remained on the Consolidated Balance Sheets, and that the earnings on the securitized loans were classified in the same manner as the earnings on retained loans recorded on the Consolidated Balance Sheets. JPMorgan Chase used the concept of managed basis to evaluate the credit performance and overall financial performance of the entire managed credit card portfolio. Operations were funded and decisions were made about allocating resources, such as employees and capital, based on managed financial information. In addition, the same underwriting standards and ongoing risk monitoring are used for both loans on the Consolidated Balance Sheets and securitized loans. Although securitizations result in the sale of credit card receivables to a trust, JPMorgan Chase retains the ongoing customer relationships, as the customers may continue to use their credit cards; accordingly, the customer’s credit performance affects both the securitized loans and the loans retained on the Consolidated Balance Sheets. JPMorgan Chase believed that this managed-basis information was useful to investors, as it enabled them to understand both the credit risks associated with the loans reported on the Consolidated Balance Sheets and the Firm’s retained interests in securitized loans. For a reconciliation of 2009 reported to managed basis results for CS, see CS segment results on pages 36–40 of this Form 10-Q. For information regarding the securitization process, and loans and residual interests sold and securitized, see Note 15 on pages 155–167 of this Form 10-Q.
Tangible common equity (“TCE”) represents 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. ROTCE, a non-GAAP financial ratio, measures the Firm’s earnings as a percentage of TCE and is, in management’s view, a meaningful measure to assess the Firm’s use of equity.
Management also uses certain non-GAAP financial measures at the business-segment level, because it believes these other non-GAAP financial measures provide information to investors about the underlying operational performance and trends of the particular business segment and, therefore, facilitate a comparison of the business segment with the performance of its competitors.

15


Table of Contents

The following summary table provides a reconciliation from the Firm’s reported U.S. GAAP results to managed basis.
                 
  Three months ended September 30, 2010
          Fully  
  Reported Credit tax-equivalent Managed
(in millions, except per share and ratios) results card(b) adjustments basis
 
Revenue
                
Investment banking fees
 $1,476  NA $  $1,476 
Principal transactions
  2,341  NA     2,341 
Lending– and deposit–related fees
  1,563  NA     1,563 
Asset management, administration and commissions
  3,188  NA     3,188 
Securities gains
  102  NA     102 
Mortgage fees and related income
  707  NA     707 
Credit card income
  1,477  NA     1,477 
Other income
  468  NA  415   883 
 
Noninterest revenue
  11,322  NA  415   11,737 
Net interest income
  12,502  NA  96   12,598 
 
Total net revenue
  23,824  NA  511   24,335 
Noninterest expense
  14,398  NA     14,398 
 
Pre-provision profit
  9,426  NA  511   9,937 
Provision for credit losses
  3,223  NA     3,223 
 
Income before income tax expense
  6,203  NA  511   6,714 
Income tax expense
  1,785  NA  511   2,296 
 
Net income
 $4,418  NA $  $4,418 
 
Diluted earnings per share
 $1.01  NA $  $1.01 
Return on assets
  0.86% NA NM  0.86%
Overhead ratio
  60  NA NM  59 
 
                 
  Three months ended September 30, 2009
          Fully  
  Reported Credit tax-equivalent Managed
(in millions, except per share and ratios) results card(b) adjustments basis
 
Revenue
                
Investment banking fees
 $1,679  $  $  $1,679 
Principal transactions
  3,860         3,860 
Lending– and deposit–related fees
  1,826         1,826 
Asset management, administration and commissions
  3,158         3,158 
Securities gains
  184         184 
Mortgage fees and related income
  843         843 
Credit card income
  1,710   (285)     1,425 
Other income
  625      371   996 
 
Noninterest revenue
  13,885   (285)  371   13,971 
Net interest income
  12,737   1,983   89   14,809 
 
Total net revenue
  26,622   1,698   460   28,780 
Noninterest expense
  13,455         13,455 
 
Pre-provision profit
  13,167   1,698   460   15,325 
Provision for credit losses
  8,104   1,698      9,802 
 
Income before income tax expense and extraordinary gain
  5,063      460   5,523 
Income tax expense
  1,551      460   2,011 
 
Income before extraordinary gain
  3,512         3,512 
Extraordinary gain
  76         76 
 
Net income
 $3,588  $  $  $3,588 
 
Diluted earnings per share(a)
 $0.80  $  $  $0.80 
Return on assets(a)
  0.70% NM NM  0.67%
Overhead ratio
  51  NM NM  47 
 
NA: Not applicable

16


Table of Contents

                 
  Nine months ended September 30, 2010
          Fully  
  Reported Credit tax-equivalent Managed
(in millions, except per share and ratios) results card(b) adjustments basis
 
Revenue
                
Investment banking fees
 $4,358  NA $  $4,358 
Principal transactions
  8,979  NA     8,979 
Lending– and deposit–related fees
  4,795  NA     4,795 
Asset management, administration and commissions
  9,802  NA     9,802 
Securities gains
  1,712  NA     1,712 
Mortgage fees and related income
  2,253  NA     2,253 
Credit card income
  4,333  NA     4,333 
Other income
  1,465  NA  1,242   2,707 
 
Noninterest revenue
  37,697  NA  1,242   38,939 
Net interest income
  38,899  NA  282   39,181 
 
Total net revenue
  76,596  NA  1,524   78,120 
Noninterest expense
  45,153  NA     45,153 
 
Pre-provision profit
  31,443  NA  1,524   32,967 
Provision for credit losses
  13,596  NA     13,596 
 
Income before income tax expense
  17,847  NA  1,524   19,371 
Income tax expense
  5,308  NA  1,524   6,832 
 
Net income
 $12,539  NA $  $12,539 
 
Diluted earnings per share
 $2.84  NA $  $2.84 
Return on assets
  0.82% NA NM  0.82%
Overhead ratio
  59  NA NM  58 
 
                 
  Nine months ended September 30, 2009
          Fully  
  Reported Credit tax-equivalent Managed
(in millions, except per share and ratios) results card(b) adjustments basis
 
Revenue
                
Investment banking fees
 $5,171  $  $  $5,171 
Principal transactions
  8,958         8,958 
Lending– and deposit–related fees
  5,280         5,280 
Asset management, administration and commissions
  9,179         9,179 
Securities gains
  729         729 
Mortgage fees and related income
  3,228         3,228 
Credit card income
  5,266   (1,119)     4,147 
Other income
  685      1,043   1,728 
 
Noninterest revenue
  38,496   (1,119)  1,043   38,420 
Net interest income
  38,774   5,945   272   44,991 
 
Total net revenue
  77,270   4,826   1,315   83,411 
Noninterest expense
  40,348         40,348 
 
Pre-provision profit
  36,922   4,826   1,315   43,063 
Provision for credit losses
  24,731   4,826      29,557 
 
Income before income tax expense and extraordinary gain
  12,191      1,315   13,506 
Income tax expense
  3,817      1,315   5,132 
 
Income before extraordinary gain
  8,374         8,374 
Extraordinary gain
  76         76 
 
Net income
 $8,450  $  $  $8,450 
 
Diluted earnings per share(a)
 $1.50  $  $  $1.50 
Return on assets(a)
  0.55% NM NM  0.53%
Overhead ratio
  52  NM NM  48 
 
(a) Based on income before extraordinary gain.
 
(b) See pages 36–40 of this Form 10-Q for a discussion of the effect of credit card securitizations on CS results.
NA: Not applicable

17


Table of Contents

                         
Three months ended September 30, 2010 2009
(in millions) Reported Securitized(a) Managed Reported Securitized(a) Managed
 
Loans – Period-end
 $690,531  NA $690,531  $653,144  $87,028  $740,172 
Total assets – average
  2,041,113  NA  2,041,113   1,999,176   82,779   2,081,955 
 
                         
Nine months ended September 30, 2010 2009
(in millions) Reported Securitized(a) Managed Reported Securitized(a) Managed
 
Loans – Period-end
 $690,531  NA $690,531  $653,144  $87,028  $740,172 
Total assets – average
  2,041,156  NA  2,041,156   2,034,640   82,383   2,117,023 
 
(a) Loans securitized are defined as loans that were sold to nonconsolidated securitization trusts and were not included in reported loans as of or for the three and nine months ended September 30, 2009. For further discussion of credit card securitizations, see Note 15 on pages 155–167 of this Form 10-Q.
Average tangible common equity
                             
  Three months ended Nine months ended
  Sept. 30, June 30, March 31, Dec. 31, Sept. 30, Sept. 30, Sept. 30,
(in millions) 2010 2010 2010 2009 2009 2010 2009
 
Common stockholders’ equity
 $163,962  $159,069  $156,094  $156,525  $149,468  $159,737  $142,322 
Less: Goodwill
  48,745   48,348   48,542   48,341   48,328   48,546   48,225 
Less: Certain identifiable intangible assets
  4,094   4,265   4,307   4,741   4,984   4,221   5,214 
Add: Deferred tax liabilities(a)
  2,620   2,564   2,541   2,533   2,531   2,575   2,552 
 
Tangible common equity (TCE)
 $113,743  $109,020  $105,786  $105,976  $98,687  $109,545  $91,435 
 
(a) Represents deferred tax liabilities related to tax-deductible goodwill and to identifiable intangibles created in non-taxable transactions, which are netted against goodwill and other intangibles when calculating TCE.
Impact on ROE of redemption of TARP preferred stock issued to the U.S. Department of the Treasury (“U.S. Treasury”)
The calculation of year-to-date 2009 net income applicable to common equity includes a one-time, noncash reduction of $1.1 billion resulting from the repayment of TARP preferred capital. Excluding this reduction ROE would have been 7% for year-to-date 2009 as disclosed in the table below. The Firm views the adjusted ROE, a non-GAAP financial measure, as meaningful because it increases the comparability to prior periods.
         
  Nine months ended September 30, 2009
      Excluding the
(in millions, except ratios) As reported TARP redemption
 
Return on equity
        
Net income
 $8,450  $8,450 
Less: Preferred stock dividends
  1,165   1,165 
Less: Accelerated amortization from redemption of preferred stock issued to the U.S. Treasury
  1,112    
 
Net income applicable to common equity
 $6,173  $7,285 
 
Average common stockholders’ equity
 $142,322  $142,322 
 
Return on common equity
  6%  7%
 

18


Table of Contents

Impact on diluted earnings per share of redemption of TARP preferred stock issued to the U.S. Treasury
Net income applicable to common equity for year-to-date 2009 includes a one-time, noncash reduction of approximately $1.1 billion resulting from the repayment of TARP preferred capital. The following table presents the calculations of the effect on net income applicable to common stockholders for year-to-date 2009 and the $0.27 reduction to diluted EPS which resulted from the repayment.
         
  Nine months ended September 30, 2009
      Effect of TARP
(in millions, except per share) As reported redemption
 
Diluted earnings per share
        
Net income
 $8,450  $ 
Less: Preferred stock dividends
  1,165    
Less: Accelerated amortization from redemption of preferred stock issued to the U.S. Treasury
  1,112   1,112 
 
Net income applicable to common equity
 $6,173  $(1,112)
Less: Dividends and undistributed earnings allocated to participating securities
  348   (64)
 
Net income applicable to common stockholders
 $5,825  $(1,048)
 
Total weighted average diluted shares outstanding
  3,848.3   3,848.3 
 
Net income per share
 $1.51  $(0.27)
 
Other financial measures
The Firm also discloses the allowance for loan losses to total retained loans, excluding home lending PCI loans and loans held by the WMMT. For a further discussion of this credit metric, see Allowance for Credit Losses on pages 95-98 of this Form 10-Q.

19


Table of Contents

BUSINESS SEGMENT RESULTS
The Firm is managed on a line of business basis. The business segment financial results presented reflect the current organization of JPMorgan Chase. There are six major reportable business segments: the Investment Bank, Retail Financial Services, Card Services, Commercial Banking, Treasury & Securities Services and Asset Management, as well as a Corporate/Private Equity segment. The business segments are determined based on the products and services provided, or the type of customer served, and reflect the manner in which financial information is currently evaluated by management. Results of these lines of business are presented on a managed basis.
Description of business segment reporting methodology
Results of the business segments are intended to reflect each segment as if it were essentially a stand-alone business. The management reporting process that derives business segment results allocates income and expense using market-based methodologies. For a further discussion of those methodologies, see Business Segment Results — Description of business segment reporting methodology on pages 53—54 of JPMorgan Chase’s 2009 Annual Report. The Firm continues to assess the assumptions, methodologies and reporting classifications used for segment reporting, and further refinements may be implemented in future periods.
Business segment capital allocation changes
Each business segment is allocated capital by taking into consideration stand-alone peer comparisons, economic risk measures and regulatory capital requirements. The amount of capital assigned to each business is referred to as equity. Effective January 1, 2010, the Firm enhanced its line of business equity framework to better align equity assigned to each line of business with the changes anticipated to occur in the business, and in the competitive and regulatory landscape. The lines of business are now capitalized based on the Tier 1 common standard, rather than the Tier 1 capital standard. For a further discussion of the changes, see Capital Management — Line-of-business equity on page 65 of this Form 10-Q.
Segment Results — Managed Basis(a)
The following table summarizes the business segment results for the periods indicated.
                                             
Three months ended                                     Return
September 30, Total net revenue Noninterest expense Net income/(loss) on equity
(in millions, except ratios) 2010 2009 Change 2010 2009 Change 2010 2009 Change 2010 2009
 
Investment Bank(b)
 $5,353  $7,508   (29)% $3,704  $4,274   (13)% $1,286  $1,921   (33)%  13%  23%
Retail Financial Services
  7,646   8,218   (7)  4,517   4,196   8   907   7  NM  13    
Card Services
  4,253   5,159   (18)  1,445   1,306   11   735   (700) NM  19   (19)
Commercial Banking
  1,527   1,459   5   560   545   3   471   341   38   23   17 
Treasury & Securities Services
  1,831   1,788   2   1,410   1,280   10   251   302   (17)  15   24 
Asset Management
  2,172   2,085   4   1,488   1,351   10   420   430   (2)  26   24 
Corporate/Private Equity(b)
  1,553   2,563   (39)  1,274   503   153   348   1,287   (73) NM NM
                                 
Total
 $24,335  $28,780   (15)% $14,398  $13,455   7% $4,418  $3,588   23%  10%  9%
 
                                             
Nine months ended                                     Return
September 30, Total net revenue Noninterest expense Net income/(loss) on equity
(in millions, except ratios) 2010 2009 Change 2010 2009 Change 2010 2009 Change 2010 2009
 
Investment Bank(b)
 $20,004  $23,180   (14)% $13,064  $13,115   % $5,138  $4,998   3%  17%  20%
Retail Financial Services
  23,231   25,023   (7)  13,040   12,446   5   1,818   496   267   9   3 
Card Services
  12,917   15,156   (15)  4,283   3,985   7   775   (1,919) NM  7   (17)
Commercial Banking
  4,429   4,314   3   1,641   1,633      1,554   1,047   48   26   17 
Treasury & Securities Services
  5,468   5,509   (1)  4,134   3,887   6   822   989   (17)  17   26 
Asset Management
  6,371   5,770   10   4,335   4,003   8   1,203   1,006   20   25   19 
Corporate/Private Equity(b)
  5,700   4,459   28   4,656   1,279   264   1,229   1,833   (33) NM NM
                                 
Total
 $78,120  $83,411   (6)% $45,153  $40,348   12% $12,539  $8,450   48%  10%  6%
 
(a) Represents reported results on a tax-equivalent basis. The managed basis also assumes that credit card loans in Firm-sponsored credit card securitization trusts remained on the balance sheet for 2009. Firm-sponsored credit card securitizations were consolidated at their carrying values on January 1, 2010, under the new consolidation guidance related to VIEs.
 
(b) Corporate/Private Equity includes an adjustment to offset IB’s inclusion of the credit reimbursement from TSS in total net revenue; TSS reports the reimbursement to IB as a separate line on its income statement (not part of total revenue).

20


Table of Contents

INVESTMENT BANK
For a discussion of the business profile of IB, see pages 55—57 of JPMorgan Chase’s 2009 Annual Report and Introduction on page 5 of this Form 10-Q.
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Revenue
                        
Investment banking fees
 $1,502  $1,658   (9)% $4,353  $5,277   (18)%
Principal transactions
  1,129   2,714   (58)  7,165   8,070   (11)
Lending- and deposit-related fees
  205   185   11   610   490   24 
Asset management, administration and commissions
  565   633   (11)  1,761   2,042   (14)
All other income(a)
  61   63   (3)  196   (101) NM
                 
Noninterest revenue
  3,462   5,253   (34)  14,085   15,778   (11)
Net interest income(b)
  1,891   2,255   (16)  5,919   7,402   (20)
                 
Total net revenue(c)
  5,353   7,508   (29)  20,004   23,180   (14)
Provision for credit losses
  (142)  379  NM  (929)  2,460  NM
Noninterest expense
                        
Compensation expense
  2,031   2,778   (27)  7,882   8,785   (10)
Noncompensation expense
  1,673   1,496   12   5,182   4,330   20 
                 
Total noninterest expense
  3,704   4,274   (13)  13,064   13,115    
                 
Income before income tax expense
  1,791   2,855   (37)  7,869   7,605   3 
Income tax expense
  505   934   (46)  2,731   2,607   5 
                 
Net income
 $1,286  $1,921   (33) $5,138  $4,998   3 
                 
Financial ratios
                        
Return on common equity
  13%  23%      17%  20%    
Return on assets
  0.68   1.12       0.97   0.94     
Overhead ratio
  69   57       65   57     
Compensation expense as a percentage of total net revenue(d)
  38   37       39   38     
                 
Revenue by business
                        
Investment banking fees:
                        
Advisory
 $385  $384     $1,045  $1,256   (17)
Equity underwriting
  333   681   (51)  1,100   2,092   (47)
Debt underwriting
  784   593   32   2,208   1,929   14 
                 
Total investment banking fees
  1,502   1,658   (9)  4,353   5,277   (18)
Fixed income markets
  3,123   5,011   (38)  12,150   14,829   (18)
Equity markets
  1,135   941   21   3,635   3,422   6 
Credit portfolio(a)
  (407)  (102)  (299)  (134)  (348)  61 
                 
Total net revenue
 $5,353  $7,508   (29) $20,004  $23,180   (14)
                 
Revenue by region(a)
                        
Americas
 $2,857  $3,850   (26) $11,354  $12,284   (8)
Europe/Middle East/Africa
  1,531   2,912   (47)  5,882   8,288   (29)
Asia/Pacific
  965   746   29   2,768   2,608   6 
                 
Total net revenue
 $5,353  $7,508   (29) $20,004  $23,180   (14)
     
(a) TSS was charged a credit reimbursement related to certain exposures managed within IB credit portfolio on behalf of clients shared with TSS. IB recognizes this credit reimbursement in its credit portfolio business in all other income.
 
(b) The decrease in net interest income in the third quarter and year-to-date 2010 was primarily due to lower loan balances, lower Prime Services spreads and lower yielding fixed income trading balances.
 
(c) Total net revenue included tax-equivalent adjustments, predominantly due to income tax credits related to affordable housing and alternative energy investments, as well as tax-exempt income from municipal bond investments of $390 million and $371 million for the quarters ended September 30, 2010 and 2009, respectively, and $1.2 billion and $1.1 billion for year-to-date 2010 and 2009, respectively.
 
(d) The compensation expense as a percentage of total net revenue ratio for year-to-date of 2010 excluding the payroll tax expense related to the U.K. Bank Payroll Tax on certain compensation awarded from December 9, 2009, to April 5, 2010 to relevant banking employees, which is a non-GAAP financial measure, was 37%. IB excludes this tax from the ratio because it enables comparability with prior periods.

21


Table of Contents

Quarterly results
Net income was $1.3 billion, down 33% compared with the prior year. The decrease reflected lower revenue, partially offset by lower noninterest expense and a benefit from the provision for credit losses.
Net revenue was $5.4 billion, compared with $7.5 billion in the prior year. Investment banking fees were $1.5 billion, down 9%; these consisted of equity underwriting fees of $333 million (down 51%), debt underwriting fees of $784 million (up 32%) and advisory fees of $385 million (flat compared with the prior year). Fixed Income Markets revenue was $3.1 billion, compared with $5.0 billion in the prior year. The decrease largely reflected lower results in credit and rates markets. The current period also included losses of $149 million from the tightening of the Firm’s credit spreads on certain structured liabilities, compared with losses of $497 million in the prior period. Equity Markets revenue was $1.1 billion, compared with $941 million in the prior year, reflecting solid client revenue. The current period also included losses of $96 million from the tightening of the Firm’s credit spreads on certain structured liabilities, compared with losses of $343 million in the prior period. Credit Portfolio revenue was a loss of $407 million, primarily reflecting the negative net impact of credit spreads on derivative assets and liabilities, partially offset by net interest income and fees on retained loans.
The provision for credit losses was a benefit of $142 million, compared with an expense of $379 million in the prior year. The current-quarter provision reflected a reduction in the allowance for loan losses, largely related to net repayments and loan sales. The allowance for loan losses to end-of-period loans retained was 3.85%, compared with 8.44% in the prior year. The decline in the allowance ratio was due largely to the consolidation of asset-backed commercial paper conduits in accordance with new accounting guidance, effective January 1, 2010; excluding these balances, the current-quarter allowance coverage ratio was 6.20%. Net charge-offs were $33 million, compared with $750 million in the prior year. Nonperforming loans were $2.4 billion, down by $2.5 billion from the prior year.
Noninterest expense was $3.7 billion, down 13% from the prior year, primarily due to lower compensation expense.
ROE was 13% on $40.0 billion of average allocated capital.
Year-to-date results
Net income was $5.1 billion, up 3% compared with the prior year. These results primarily reflected a benefit from the provision for credit losses, compared with an expense in the prior year, partially offset by lower net revenue.
Net revenue was $20.0 billion, compared with $23.2 billion in the prior year. Investment banking fees were $4.4 billion, down 18% from the prior year; these consisted of debt underwriting fees of $2.2 billion (up 14%), equity underwriting fees of $1.1 billion (down 47%), and advisory fees of $1.0 billion (down 17%). Fixed Income Markets revenue was $12.2 billion, compared with $14.8 billion in the prior year. The decrease from the prior year largely reflected lower results in rates and credit markets, partially offset by gains of $307 million from the widening of the Firm’s credit spread on certain structured liabilities, compared with losses of $848 million in the prior year. Equity Markets revenue was $3.6 billion, compared with $3.4 billion in the prior year, reflecting solid client revenue, as well as gains of $142 million from the widening of the Firm’s credit spread on certain structured liabilities, compared with losses of $453 million in the prior year. Credit Portfolio revenue was a loss of $134 million, primarily reflecting negative impact of credit spreads on derivative assets as well as mark-to-market losses on hedges of retained loans, partially offset by net interest income and fees on loans.
The provision for credit losses was a benefit of $929 million, compared with an expense of $2.5 billion in the prior year. The current-year provision reflected a reduction in the allowance for loan losses, largely related to net repayments and loan sales. Net charge-offs were $758 million, compared with $1.2 billion in the prior year.
Noninterest expense was $13.1 billion, flat to the prior year, as lower performance-based compensation expense was largely offset by increased litigation reserves, including those for mortgage-related matters. Current-year results also included the impact of the U.K. Bank Payroll Tax.
ROE on equity was 17% on $40.0 billion of average allocated capital.

22


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in millions, except headcount and ratios) 2010 2009 Change 2010 2009 Change
 
Selected balance sheet data (period-end)
                        
Loans:(a)
                        
Loans retained(b)
 $51,299  $55,703   (8)% $51,299  $55,703   (8)%
Loans held-for-sale and loans at fair value
  2,252   4,582   (51)  2,252   4,582   (51)
           
Total loans
  53,551   60,285   (11)  53,551   60,285   (11)
Equity
  40,000   33,000   21   40,000   33,000   21 
 
                        
Selected balance sheet data (average)
                        
Total assets
 $746,926  $678,796   10  $711,277  $707,396   1 
Trading assets—debt and equity instruments
  300,517   270,695   11   293,605   269,668   9 
Trading assets—derivative receivables
  76,530   86,651   (12)  69,547   103,929   (33)
Loans:(a)
                        
Loans retained(b)
  53,331   61,269   (13)  55,042   66,479   (17)
Loans held-for-sale and loans at fair value
  2,678   4,981   (46)  3,118   8,745   (64)
           
Total loans
  56,009   66,250   (15)  58,160   75,224   (23)
Adjusted assets(c)
  539,459   515,718   5   524,658   545,235   (4)
Equity
  40,000   33,000   21   40,000   33,000   21 
 
                        
Headcount
  26,373   24,828   6   26,373   24,828   6 
 
                        
Credit data and quality statistics
                        
Net charge-offs
 $33  $750   (96) $758  $1,219   (38)
Nonperforming assets:
                        
Nonperforming loans:
                        
Nonperforming loans retained(b)(d)
  2,025   4,782   (58)  2,025   4,782   (58)
Nonperforming loans held-for-sale and loans at fair value
  361   128   182   361   128   182 
           
Total nonperforming loans
  2,386   4,910   (51)  2,386   4,910   (51)
Derivative receivables
  255   624   (59)  255   624   (59)
Assets acquired in loan satisfactions
  148   248   (40)  148   248   (40)
           
Total nonperforming assets
  2,789   5,782   (52)  2,789   5,782   (52)
Allowance for credit losses:
                        
Allowance for loan losses
  1,976   4,703   (58)  1,976   4,703   (58)
Allowance for lending-related commitments
  570   401   42   570   401   42 
           
Total allowance for credit losses
  2,546   5,104   (50)  2,546   5,104   (50)
Net charge-off rate(b)(e)
  0.25%  4.86%      1.84%  2.45%    
Allowance for loan losses to period-end loans retained(b)(e)
  3.85   8.44       3.85   8.44     
Allowance for loan losses to average loans retained(b)(e)
  3.71   7.68       3.59   7.07     
Allowance for loan losses to nonperforming loans retained(b)(d)(e)
  98   98       98   98     
Nonperforming loans to period-end loans
  4.46   8.14       4.46   8.14     
Nonperforming loans to average loans
  4.26   7.41       4.10   6.53     
Market risk—average trading and credit portfolio VaR — 95% confidence level
                        
Trading activities:
                        
Fixed income
 $72  $182   (60) $68  $173   (61)
Foreign exchange
  9   19   (53)  11   19   (42)
Equities
  21   19   11   22   55   (60)
Commodities and other
  13   23   (43)  16   22   (27)
Diversification(f)
  (38)  (97)  61   (43)  (101)  57 
           
Total trading VaR(g)
  77   146   (47)  74   168   (56)
Credit portfolio VaR(h)
  30   29   3   25   61   (59)
Diversification(f)
  (8)  (32)  75   (9)  (52)  83 
           
Total trading and credit portfolio VaR
 $99  $143   (31) $90  $177   (49)
 
(a) Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs. Upon adoption of the new guidance, the Firm consolidated its Firm-administered multi-seller conduits. As a result, $15.1 billion of related loans were recorded in loans on the Consolidated Balance Sheets.
 
(b) Loans retained include credit portfolio loans, leveraged leases and other accrual loans, and exclude loans held-for-sale and loans accounted for at fair value.

23


Table of Contents

(c) Adjusted assets, a non-GAAP financial measure, equals total assets minus: (1) securities purchased under resale agreements and securities borrowed less securities sold, not yet purchased; (2) assets of consolidated VIEs; (3) cash and securities segregated and on deposit for regulatory and other purposes; (4) goodwill and intangibles; (5) securities received as collateral; and (6) investments purchased under the Asset-Backed Commercial Paper Money Market Mutual Fund Liquidity Facility (“AML Facility”). The amount of adjusted assets is presented to assist the reader in comparing IB’s asset and capital levels to other investment banks in the securities industry. Asset-to-equity leverage ratios are commonly used as one measure to assess a company’s capital adequacy. IB believes an adjusted asset amount that excludes the assets discussed above, which were considered to have a low risk profile, provides a more meaningful measure of balance sheet leverage in the securities industry.
 
(d) Allowance for loan losses of $603 million and $1.8 billion were held against these nonperforming loans at September 30, 2010 and 2009, respectively.
 
(e) Loans held-for-sale and loans at fair value were excluded when calculating the allowance coverage ratio and net charge-off rate.
 
(f) Average value-at-risk (“VaR”) was less than the sum of the VaR of the components described above, which is due to portfolio diversification. The diversification effect reflects the fact that the risks were not perfectly correlated. The risk of a portfolio of positions is therefore usually less than the sum of the risks of the positions themselves. For a further discussion of VaR, see pages 99—101 of this Form 10-Q.
 
(g) Trading VaR includes predominantly all trading activities in IB, as well as syndicated lending facilities that the Firm intends to distribute; however, particular risk parameters of certain products are not fully captured, for example, correlation risk. Trading VaR does not include the debit valuation adjustments (“DVA”) taken on derivative and structured liabilities to reflect the credit quality of the Firm. See VaR discussion on pages 99—101 and the DVA Sensitivity table on page 101 of this Form 10-Q for further details. Trading VaR includes the estimated credit spread sensitivity of certain mortgage products.
 
(h) Credit portfolio VaR includes the derivative credit valuation adjustments (“CVA”), hedges of the CVA and mark-to-market (“MTM”) hedges of the retained loan portfolio, which were all reported in principal transactions revenue. This VaR does not include the retained loan portfolio.
According to Dealogic, for the first nine months of 2010, the Firm was ranked #1 in Global Debt, Equity and Equity-Related; #1 in Global Equity and Equity-Related; #1 in Global Long-Term Debt; #2 in Global Syndicated Loans and #2 in Global Announced M&A based on volume.
According to Dealogic, the Firm was ranked #1 in Investment Banking fees generated for the first nine months of 2010, based on revenue.
                 
  Nine months ended September 30, 2010 Full-year 2009
Market shares and rankings(a) Market Share Rankings Market Share Rankings
 
Global investment banking fees(b)
  8%  #1   9%  #1 
Global debt, equity and equity-related
  7   #1   9   #1 
Global syndicated loans
  9   #2   8   #1 
Global long-term debt(c)
  7   #1   8   #1 
Global equity and equity-related(d)
  8   #1   12   #1 
Global announced M&A(e)
  18   #2   23   #3 
U.S. debt, equity and equity-related
  11   #1   15   #1 
U.S. syndicated loans
  20   #2   22   #1 
U.S. long-term debt(c)
  11   #1   14   #1 
U.S. equity and equity-related
  16   #1   16   #2 
U.S. announced M&A(e)
  23   #3   36   #2 
 
(a) Source: Dealogic. Global Investment Banking fees reflects ranking of fees and market share. Remainder of rankings reflects transaction volume rank and market share.
 
(b) Global IB fees exclude money market, short-term debt and shelf deals.
 
(c) Long-term debt tables include investment-grade, high-yield, supranationals, sovereigns, agencies, covered bonds, asset-backed securities and mortgage-backed securities; and exclude money market, short-term debt, and U.S. municipal securities.
 
(d) Equity and equity-related rankings include rights offerings and Chinese A-Shares.
 
(e) Global announced M&A is based on transaction value at announcement; all other rankings are based on transaction proceeds, with full credit to each book manager/equal if joint. Because of joint assignments, market share of all participants will add up to more than 100%. M&A for year-to-date 2010 and full-year 2009 reflects the removal of any withdrawn transactions. U.S. announced M&A represents any U.S. involvement ranking.

24


Table of Contents

RETAIL FINANCIAL SERVICES
Retail Financial Services (“RFS”) serves consumers and businesses through personal service at bank branches and through ATMs, online banking and telephone banking, as well as through auto dealerships and school financial-aid offices. Customers can use more than 5,100 bank branches (third-largest nationally) and 15,800 ATMs (second-largest nationally), as well as online and mobile banking around the clock. More than 28,500 branch salespeople assist customers with checking and savings accounts, mortgages, home equity and business loans, and investments across the 23-state footprint from New York and Florida to California. Consumers also can obtain loans through more than 16,000 auto dealerships and 1,700 schools and universities nationwide. Prior to January 1, 2010, RFS was reported as: Retail Banking and Consumer Lending. Commencing January 1, 2010, Consumer Lending for reporting purposes is presented as: (1) Mortgage Banking & Other Consumer Lending, and (2) Real Estate Portfolios. Mortgage Banking & Other Consumer Lending comprises mortgage production and servicing, auto finance, and student and other lending activities. Real Estate Portfolios comprises residential mortgages and home equity loans, including the PCI portfolio acquired in the Washington Mutual transaction. This change is intended solely to provide further clarity around the Real Estate Portfolios. Retail Banking, which includes branch banking and business banking activities, is not affected by these reporting revisions.
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Revenue
                        
Lending- and deposit-related fees
 $759  $1,046   (27)% $2,380  $2,997   (21)%
Asset management, administration and commissions
  443   408   9   1,328   1,268   5 
Mortgage fees and related income
  705   873   (19)  2,246   3,313   (32)
Credit card income
  502   416   21   1,432   1,194   20 
Other income
  379   321   18   1,146   829   38 
           
Noninterest revenue
  2,788   3,064   (9)  8,532   9,601   (11)
Net interest income
  4,858   5,154   (6)  14,699   15,422   (5)
           
Total net revenue(a)
  7,646   8,218   (7)  23,231   25,023   (7)
 
                        
Provision for credit losses
  1,548   3,988   (61)  6,996   11,711   (40)
 
                        
Compensation expense
  1,915   1,728   11   5,527   4,990   11 
Noncompensation expense
  2,533   2,385   6   7,304   7,207   1 
Amortization of intangibles
  69   83   (17)  209   249   (16)
           
Total noninterest expense
  4,517   4,196   8   13,040   12,446   5 
           
Income before income tax expense
  1,581   34  NM  3,195   866   269 
Income tax expense
  674   27  NM  1,377   370   272 
           
Net income
 $907  $7  NM $1,818  $496   267 
           
 
                        
Financial ratios
                        
Return on common equity
  13%  %      9%  3%    
Overhead ratio
  59   51       56   50     
Overhead ratio excluding core deposit intangibles(b)
  58   50       55   49     
 
(a) Total net revenue included tax-equivalent adjustments associated with tax-exempt loans to municipalities and other qualified entities of $4 million and $6 million for the quarters ended September 30, 2010 and 2009, respectively, and $14 million and $18 million for the nine months ended September 30, 2010 and 2009, respectively.
 
(b) RFS uses the overhead ratio (excluding the amortization of core deposit intangibles (“CDI”)), a non-GAAP financial measure, to evaluate the underlying expense trends of the business. Including CDI amortization expense in the overhead ratio calculation would result in a higher overhead ratio in the earlier years and a lower overhead ratio in later years. This method would therefore result in an improving overhead ratio over time, all things remaining equal. The non-GAAP ratio excludes Retail Banking’s CDI amortization expense related to prior business combination transactions of $69 million and $83 million for the quarters ended September 30, 2010 and 2009, respectively, and $208 million and $248 million for the nine months ended September 30, 2010 and 2009, respectively.

25


Table of Contents

Quarterly results
Net income was $907 million, compared with $7 million in the prior year.
Net revenue was $7.6 billion, a decrease of $572 million, or 7%, compared with the prior year. Net interest income was $4.9 billion, down by $296 million, or 6%, reflecting the impact of lower loan balances and narrower loan spreads, partially offset by a shift to wider-spread deposit products. Noninterest revenue was $2.8 billion, down by $276 million, or 9%, as lower deposit-related fees and mortgage fees and related income were partially offset by higher debit card income and auto operating lease income.
The provision for credit losses was $1.5 billion, a decrease of $2.4 billion from the prior year. While delinquency trends and net charge-offs improved compared with the prior year, the current-quarter provision continued to reflect elevated losses for the mortgage and home equity portfolios. Home equity net charge-offs were $730 million (3.10% net charge-off rate), compared with $1.1 billion (4.25% net charge-off rate) in the prior year. Subprime mortgage net charge-offs were $206 million (6.64% net charge-off rate), compared with $422 million (12.31% net charge-off rate). Prime mortgage net charge-offs were $265 million (1.84% net charge-off rate), compared with $525 million (3.45% net charge-off rate). There was no change to the allowance for loan losses in the quarter, while $1.4 billion was added in the prior year. The allowance for loan losses to ending loans retained, excluding purchased credit-impaired loans, was 5.36%, compared with 4.63% in the prior year.
Noninterest expense was $4.5 billion, an increase of $321 million, or 8%, from the prior year.
Year-to-date results
Net income was $1.8 billion, compared with $496 million in the prior year.
Net revenue was $23.2 billion, a decrease of $1.8 billion, or 7%, compared with the prior year. Net interest income was $14.7 billion, down by $723 million, or 5%, reflecting the impact of lower loan and deposit balances and narrower loan spreads, partially offset by a shift to wider-spread deposit products. Noninterest revenue was $8.5 billion, down by $1.1 billion, or 11%, as lower mortgage fees and related income and deposit-related fees were partially offset by higher debit card income and auto operating lease income.
The provision for credit losses was $7.0 billion, compared with $11.7 billion in the prior year. The current-year provision reflects an addition to the allowance for loan losses of $1.2 billion for the purchased credit-impaired portfolio, compared with prior year additions of $3.2 billion predominantly for the home equity and mortgage portfolios and $1.1 billion for the purchased credit-impaired portfolio. While delinquency trends and net charge-offs improved compared with the prior year, the provision continued to reflect elevated losses for the mortgage and home equity portfolios. Home equity net charge-offs were $2.7 billion (3.68% net charge-off rate), compared with $3.5 billion (4.26% net charge-off rate) in the prior year. Subprime mortgage net charge-offs were $945 million (9.72% net charge-off rate), compared with $1.2 billion (11.18% net charge-off rate). Prime mortgage net charge-offs were $988 million (2.24% net charge-off rate), compared with $1.3 billion (2.81% net charge-off rate).
Noninterest expense was $13.0 billion, an increase of $594 million, or 5%, from the prior year.

26


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in millions, except headcount and ratios) 2010 2009 Change 2010 2009 Change
 
Selected balance sheet data (period-end)
                        
Assets
 $367,675  $397,673   (8)% $367,675  $397,673   (8)%
Loans:
                        
Loans retained
  323,481   346,765   (7)  323,481   346,765   (7)
Loans held-for-sale and loans at fair value(a)
  13,071   14,303   (9)  13,071   14,303   (9)
           
Total loans
  336,552   361,068   (7)  336,552   361,068   (7)
Deposits
  364,186   361,046   1   364,186   361,046   1 
Equity
  28,000   25,000   12   28,000   25,000   12 
 
                        
Selected balance sheet data (average)
                        
Assets
 $375,968  $401,620   (6) $383,848  $411,693   (7)
Loans:
                        
Loans retained
  326,905   349,762   (7)  335,011   358,623   (7)
Loans held-for-sale and loans at fair value(a)
  15,683   19,025   (18)  15,717   18,208   (14)
           
Total loans
  342,588   368,787   (7)  350,728   376,831   (7)
Deposits
  362,559   366,944   (1)  360,521   371,482   (3)
Equity
  28,000   25,000   12   28,000   25,000   12 
 
                        
Headcount
  119,424   106,951   12   119,424   106,951   12 
 
                        
Credit data and quality statistics
                        
Net charge-offs
 $1,548  $2,550   (39) $5,747  $7,375   (22)
Nonperforming loans:
                        
Nonperforming loans retained
  9,801   10,091   (3)  9,801   10,091   (3)
Nonperforming loans held-for-sale and loans at fair value
  166   242   (31)  166   242   (31)
           
Total nonperforming loans(b)(c)(d)
  9,967   10,333   (4)  9,967   10,333   (4)
Nonperforming assets(b)(c)(d)
  11,421   11,883   (4)  11,421   11,883   (4)
Allowance for loan losses
  16,154   13,286   22   16,154   13,286   22 
Net charge-off rate(e)
  1.88%  2.89%      2.29%  2.75%    
Net charge-off rate excluding purchased credit-impaired loans(e)(f)
  2.44   3.81       2.99   3.62     
Allowance for loan losses to ending loans retained(e)
  4.99   3.83       4.99   3.83     
Allowance for loan losses to ending loans retainedexcluding purchased credit-impaired loans(e)(f)
  5.36   4.63       5.36   4.63     
Allowance for loan losses to nonperforming loans retained(b)(e)(f)
  136   121       136   121     
Nonperforming loans to total loans
  2.96   2.86       2.96   2.86     
Nonperforming loans to total loans excluding purchased credit-impaired loans(b)
  3.81   3.72       3.81   3.72     
 
(a) Loans at fair value consist of prime mortgages originated with the intent to sell that are accounted for at fair value and classified as trading assets on the Consolidated Balance Sheets. These loans totaled $12.6 billion and $12.8 billion at September 30, 2010 and 2009, respectively. Average balances of these loans totaled $15.3 billion and $17.7 billion for the quarters ended September 30, 2010 and 2009, respectively, and $14.0 billion and $15.8 billion for the nine months ended September 30, 2010 and 2009, respectively.
 
(b) Excludes PCI loans that were acquired as part of the Washington Mutual transaction. These loans are accounted for on a pool basis, and the pools are considered to be performing.
 
(c) Certain of these loans are classified as trading assets on the Consolidated Balance Sheets.
 
(d) At September 30, 2010 and 2009, nonperforming loans and assets exclude: (1) mortgage loans insured by U.S. government agencies of $10.2 billion and $7.0 billion, respectively, that are 90 days past due and accruing at the guaranteed reimbursement rate; (2) real estate owned insured by U.S. government agencies of $1.7 billion and $579 million, respectively; and (3) student loans that are 90 days past due and still accruing, which are insured by U.S. government agencies under the Federal Family Education Loan Program (“FFELP”), of $572 million and $511 million, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally.
 
(e) Loans held-for-sale and loans accounted for at fair value were excluded when calculating the allowance coverage ratio and the net charge-off rate.
 
(f) Excludes the impact of PCI loans that were acquired as part of the Washington Mutual transaction. These loans were accounted for at fair value on the acquisition date, which incorporated management’s estimate, as of that date, of credit losses over the remaining life of the portfolio. An allowance for loan losses of $2.8 billion and $1.1 billion was recorded for these loans at September 30, 2010 and 2009, respectively, which has also been excluded from applicable ratios. To date, no charge-offs have been recorded for these loans.

27


Table of Contents

RETAIL BANKING
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Noninterest revenue
 $1,691  $1,844   (8)% $5,077  $5,365   (5)%
Net interest income
  2,745   2,732      8,092   8,065    
           
Total net revenue
  4,436   4,576   (3)  13,169   13,430   (2)
Provision for credit losses
  175   208   (16)  534   894   (40)
Noninterest expense
  2,779   2,646   5   7,989   7,783   3 
           
Income before income tax expense
  1,482   1,722   (14)  4,646   4,753   (2)
           
Net income
 $848  $1,043   (19) $2,660  $2,876   (8)
           
Overhead ratio
  63%  58%      61%  58%    
Overhead ratio excluding core deposit intangibles(a)
  61   56       59   56     
 
(a) Retail Banking uses the overhead ratio (excluding the amortization of CDI), a non-GAAP financial measure, to evaluate the underlying expense trends of the business. Including CDI amortization expense in the overhead ratio calculation would result in a higher overhead ratio in the earlier years and a lower overhead ratio in later years. This method would therefore result in an improving overhead ratio over time, all things remaining equal. The non-GAAP ratio excludes Retail Banking’s CDI amortization expense related to prior business combination transactions of $69 million and $83 million for the quarters ended September 30, 2010 and 2009, respectively, and $208 million and $248 million for the nine months ended September 30, 2010 and 2009, respectively.
Quarterly results
Retail Banking reported net income of $848 million, a decrease of $195 million, or 19%, compared with the prior year.
Net revenue was $4.4 billion, down 3% compared with the prior year. The decrease was driven by declining deposit-related fees, largely offset by a shift to wider-spread deposit products and higher debit card income.
The provision for credit losses was $175 million, down $33 million compared with the prior year. Retail Banking net charge-offs were $175 million (4.18% net charge-off rate), compared with $208 million (4.66% net charge-off rate) in the prior year.
Noninterest expense was $2.8 billion, up 5% compared with the prior year, resulting from sales force increases in Business Banking and bank branches.
Year-to-date results
Retail Banking reported net income of $2.7 million, a decrease of $216 million, or 8%, compared with the prior year.
Net revenue was $13.2 billion, down 2% compared with the prior year. The decrease was driven by declining deposit-related fees and a decline in deposit balances, largely offset by a shift to wider-spread deposit products and higher debit card income.
The provision for credit losses was $534 million, down $360 million compared with the prior year. Retail Banking net charge-offs were $534 million (4.28% net charge-off rate), compared with $594 million (4.41% net charge-off rate) in the prior year.
Noninterest expense was $8.0 billion, up 3% compared with the prior year, resulting from sales force increases in Business Banking and bank branches.

28


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in billions, except ratios and where            
otherwise noted) 2010 2009 Change 2010 2009 Change
 
Business metrics
                        
 
                        
Business banking origination volume
 $1.2  $0.5   91% $3.3  $1.6   99%
End-of-period loans owned
  16.6   17.4   (5)  16.6   17.4   (5)
End-of-period deposits:
                        
Checking
 $124.2  $115.5   8  $124.2  $115.5   8 
Savings
  162.4   151.6   7   162.4   151.6   7 
Time and other
  48.9   66.6   (27)  48.9   66.6   (27)
           
Total end-of-period deposits
  335.5   333.7   1   335.5   333.7   1 
Average loans owned
 $16.6  $17.7   (6) $16.7  $18.0   (7)
Average deposits:
                        
Checking
 $123.5  $114.0   8  $122.3  $112.6   9 
Savings
  162.2   151.2   7   161.2   150.1   7 
Time and other
  49.8   74.4   (33)  52.2   81.8   (36)
           
Total average deposits
  335.5   339.6   (1)  335.7   344.5   (3)
Deposit margin
  3.08%  2.99%    3.05%  2.92%  
Average assets
 $27.7  $28.1   (1) $28.3  $29.1   (3)
           
Credit data and quality statistics(in millions, except ratio)
                        
Net charge-offs
 $175  $208   (16) $534  $594   (10)
Net charge-off rate
  4.18%  4.66%    4.28%  4.41%  
Nonperforming assets
 $913  $816   12  $913  $816   12 
           
Retail branch business metrics
                        
Investment sales volume (in millions)
 $5,798  $6,243   (7) $17,510  $15,933   10 
 
                        
Number of:
                        
Branches
  5,192   5,126   1   5,192   5,126   1 
ATMs
  15,815   15,038   5   15,815   15,038   5 
Personal bankers
  21,438   16,941   27   21,438   16,941   27 
Sales specialists
  7,123   5,530   29   7,123   5,530   29 
Active online customers (in thousands)
  17,167   13,852   24   17,167   13,852   24 
Checking accounts (in thousands)
  27,014   25,546   6   27,014   25,546   6 
 
MORTGAGE BANKING & OTHER CONSUMER LENDING
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except ratio) 2010 2009 Change 2010 2009 Change
 
Noninterest revenue(a)
 $1,076  $1,201   (10)% $3,350  $4,256   (21)%
Net interest income
  809   834   (3)  2,494   2,363   6 
           
Total net revenue
  1,885   2,035   (7)  5,844   6,619   (12)
Provision for credit losses
  176   222   (21)  568   993   (43)
Noninterest expense
  1,348   1,139   18   3,837   3,381   13 
           
Income before income tax expense
  361   674   (46)  1,439   2,245   (36)
           
Net income(a)
 $207  $412   (50) $828  $1,377   (40)
           
Overhead ratio
  72%  56%      66%  51%    
 
(a) Losses related to the repurchase of previously-sold loans are recorded as a reduction of production revenue. These losses totaled $1.5 billion and $465 million for the quarters ended September 30, 2010 and 2009, respectively, and $2.6 billion and $940 million for the nine months ended September 30, 2010 and 2009, respectively. The losses resulted in a negative impact on net income of $853 million and $286 million for the quarters ended September 30, 2010 and 2009, respectively, and $1.5 billion and $578 million for the nine months ended September 30, 2010 and 2009, respectively. For further discussion, see Repurchase liability on pages 58—61 and Note 22 on pages 174—178 of this Form 10-Q, and Note 31 on pages 230—234 of JPMorgan Chase’s 2009 Annual Report.

29


Table of Contents

Quarterly results
Mortgage Banking & Other Consumer Lending reported net income of $207 million, a decrease of $205 million, or 50%, from the prior year.
Net revenue was $1.9 billion, down by $150 million, or 7%, from the prior year. Mortgage Banking net revenue was $1.1 billion, down by $219 million. Other Consumer Lending net revenue, comprising Auto and Student Lending, was $832 million, up by $69 million, predominantly as a result of higher auto loan and lease balances.
Mortgage Banking net revenue included $232 million of net interest income and $821 million of noninterest revenue, comprising production, servicing and other noninterest revenue. Total production revenue was a net loss of $231 million, a decrease of $161 million compared with the prior year. Production revenue, excluding repurchase losses, was $1.2 billion, an increase of $838 million, reflecting higher mortgage origination volumes and wider margins. Total production revenue was reduced by $1.5 billion of repurchase losses, compared with $465 million in the prior year, and included a $1.0 billion increase in the repurchase reserve during the current quarter, reflecting higher estimated future repurchase demands. Net mortgage servicing revenue, which comprises operating revenue and MSR risk management, was $936 million, a decrease of $7 million. Operating revenue was $549 million, an increase of $41 million, reflecting an improvement in other changes in MSR asset fair value driven by lower runoff of the MSR asset due to time decay, largely offset by lower loan servicing revenue as a result of lower third-party loans serviced. MSR risk management revenue was $387 million, a decrease of $48 million.
The provision for credit losses, predominantly related to the student and auto loan portfolios, was $176 million, compared with $222 million in the prior year. Student loan and other net charge-offs were $82 million (2.21% net charge-off rate), compared with $60 million (1.66% net charge-off rate) in the prior year. Auto loan net charge-offs were $67 million (0.56% net charge-off rate), compared with $159 million (1.46% net charge-off rate) in the prior year.
Noninterest expense was $1.3 billion, up by $209 million, or 18%, from the prior year, driven by an increase in default-related expense for the serviced portfolio.
Year-to-date results
Mortgage Banking & Other Consumer Lending reported net income of $828 million, a decrease of $549 million, or 40%, from the prior year.
Net revenue was $5.8 billion, down by $775 million, or 12%, from the prior year. Mortgage Banking net revenue was $3.2 billion, down by $1.2 billion. Other Consumer Lending net revenue, comprising Auto and Student Lending, was $2.6 billion, up by $400 million, predominantly as a result of higher auto loan and lease balances.
Mortgage Banking net revenue included $660 million of net interest income and $2.6 billion of noninterest revenue, comprising production, servicing and other noninterest revenue. Total production revenue was a net loss of $221 million, compared with income of $695 million in the prior year. Production revenue, excluding repurchase losses, was $2.3 billion, an increase of $707 million, reflecting wider mortgage margins. Total production revenue was reduced by $2.6 billion of repurchase losses, compared with $940 million in the prior year, and included a $1.6 billion increase in the repurchase reserve during the current year, reflecting higher estimated future repurchase demands. Net mortgage servicing revenue, which comprises operating revenue and MSR risk management, was $2.5 billion, a decrease of $151 million. Operating revenue was $1.6 billion, an increase of $518 million, reflecting an improvement in other changes in MSR asset fair value driven by lower runoff of the MSR asset due to time decay, partially offset by lower loan servicing revenue as a result of lower third-party loans serviced. MSR risk management revenue was $850 million, a decrease of $669 million.
The provision for credit losses, predominantly related to the student and auto loan portfolios, was $568 million, compared with $993 million in the prior year. Student loan and other net charge-offs were $296 million (2.62% net charge-off rate), compared with $195 million (1.80% net charge-off rate) in the prior year. Auto loan net charge-offs were $227 million (0.64% net charge-off rate), compared with $479 million (1.49% net charge-off rate) in the prior year.
Noninterest expense was $3.8 billion, up by $456 million, or 13%, from the prior year, driven by an increase in default-related expense for the serviced portfolio.

30


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in billions, except ratios and where otherwise noted) 2010 2009 Change 2010 2009 Change
 
Business metrics
                        
End-of-period loans owned:
                        
Auto loans
 $48.2  $44.3   9% $48.2  $44.3   9%
Mortgage(a)
  13.8   10.1   37   13.8   10.1   37 
Student loans and other
  14.6   15.6   (6)  14.6   15.6   (6)
           
Total end-of-period loans owned
  76.6   70.0   9   76.6   70.0   9 
           
Average loans owned:
                        
Auto loans
 $47.7  $43.3   10  $47.4  $43.0   10 
Mortgage(a)
  13.6   8.9   53   13.3   8.3   60 
Student loans and other
  14.8   15.3   (3)  16.6   16.5   1 
           
Total average loans owned(b)
  76.1   67.5   13   77.3   67.8   14 
           
Credit data and quality statistics (in millions, except ratios)
                        
Net charge-offs:
                        
Auto loans
 $67  $159   (58) $227  $479   (53)
Mortgage
  10   7   43   29   14   107 
Student loans and other
  82   60   37   296   195   52 
           
Total net charge-offs
  159   226   (30)  552   688   (20)
           
Net charge-off rate:
                        
Auto loans
  0.56%  1.46%      0.64%  1.49%    
Mortgage
  0.30   0.32       0.30   0.24     
Student loans and other
  2.21   1.66       2.62   1.80     
           
Total net charge-off rate(b)
  0.83   1.35       0.98   1.41     
           
 
                        
30+ day delinquency rate(c)(d)
  1.54%  1.76%      1.54%  1.76%    
Nonperforming assets (in millions)(e)
 $1,052  $872   21  $1,052  $872   21 
           
 
                        
Origination volume:
                        
Mortgage origination volume by channel
                        
Retail
 $19.2  $13.3   44  $45.9  $41.6   10 
Wholesale(f)
  0.2   0.7   (71)  1.0   3.0   (67)
Correspondent(f)
  19.1   21.1   (9)  49.8   61.0   (18)
CNT (negotiated transactions)
  2.4   2.0   20   8.1   10.3   (21)
           
Total mortgage origination volume
  40.9   37.1   10   104.8   115.9   (10)
           
Student loans
 $0.2  $1.5   (87) $1.9  $3.6   (47)
Auto
  6.1   6.9   (12)  18.2   17.8   2 
 

31


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in billions, except ratios and where otherwise noted) 2010 2009 Change 2010 2009 Change
 
Application volume:
                        
Mortgage application volume by channel
                        
Retail
 $34.6  $17.8   94% $82.7  $73.5   13%
Wholesale(f)
  0.6   1.1   (45)  2.0   4.2   (52)
Correspondent(f)
  30.7   26.6   15   72.4   85.5   (15)
           
Total mortgage application volume
 $65.9  $45.5   45  $157.1  $163.2   (4)
           
Average mortgage loans held-for-sale and loans at fair value(g)
 $15.6  $18.0   (13) $14.2  $16.2   (12)
Average assets
  125.8   115.2   9   124.6   113.4   10 
Repurchase reserve (ending)
  3.0   0.9   233   3.0   0.9   233 
Third-party mortgage loans serviced (ending)
  1,012.7   1,098.9   (8)  1,012.7   1,098.9   (8)
Third-party mortgage loans serviced (average)
  1,028.6   1,104.4   (7)  1,056.3   1,129.2   (6)
MSR net carrying value (ending)
  10.3   13.6   (24)  10.3   13.6   (24)
Ratio of MSR net carrying value (ending) to third-party mortgage loans serviced (ending)
  1.02%  1.24%      1.02%  1.24%    
Ratio of annualized loan servicing revenue to third-party mortgage loans serviced (average)
  0.44   0.44       0.44   0.44     
MSR revenue multiple(h)
  2.32x   2.82x       2.32x   2.82x     
           
 
                        
Supplemental mortgage fees and related income details
                        
(in millions)
                        
           
Net production revenue:
                        
Production revenue
 $1,233  $395   212  $2,342  $1,635   43 
Repurchase losses
  (1,464)  (465)  (215)  (2,563)  (940)  (173)
           
Net production revenue
  (231)  (70)  (230)  (221)  695  NM
           
Net mortgage servicing revenue:
                        
Operating revenue:
                        
Loan servicing revenue
  1,153   1,220   (5)  3,446   3,721   (7)
Other changes in MSR asset fair value
  (604)  (712)  15   (1,829)  (2,622)  30 
           
Total operating revenue
  549   508   8   1,617   1,099   47 
Risk management:
                        
Changes in MSR asset fair value due to inputs or assumptions in model
  (1,497)  (1,099)  (36)  (5,177)  4,042  NM
Derivative valuation adjustments and other
  1,884   1,534   23   6,027   (2,523) NM
           
Total risk management
  387   435   (11)  850   1,519   (44)
           
Total net mortgage servicing revenue
  936   943   (1)  2,467   2,618   (6)
           
Mortgage fees and related income
 $705  $873   (19) $2,246  $3,313   (32)
 
(a) Predominantly represents prime loans repurchased from Government National Mortgage Association (“Ginnie Mae”) pools, which are insured by U.S. government agencies. See further discussion of loans repurchased from Ginnie Mae pools in Repurchase liability on pages 58—61 of this Form 10-Q.
 
(b) Total average loans owned includes loans held-for-sale of $338 million and $1.3 billion for the quarters ended September 30, 2010 and 2009, respectively, and $1.7 billion and $2.4 billion for the nine months ended September 30, 2010 and 2009, respectively. These amounts are excluded when calculating the net charge-off rate.
 
(c) Excludes mortgage loans that are insured by U.S. government agencies of $11.1 billion and $7.7 billion at September 30, 2010 and 2009, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally.
 
(d) Excludes loans that are 30 days past due and still accruing, which are insured by U.S. government agencies under the FFELP, of $1.0 billion and $903 million at September 30, 2010 and 2009, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally.
 
(e) At September 30, 2010 and 2009, nonperforming loans and assets exclude: (1) mortgage loans insured by U.S. government agencies of $10.2 billion and $7.0 billion, respectively, that are 90 days past due and accruing at the guaranteed reimbursement rate; (2) real estate owned insured by U.S. government agencies of $1.7 billion and $579 million, respectively; and (3) student loans that are 90 days past due and still accruing, which are insured by U.S. government agencies under the FFELP, of $572 million and $511 million, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally.
 
(f) Includes rural housing loans sourced through brokers and correspondents, which are underwritten under U.S. Department of Agriculture guidelines. Prior period amounts have been revised to conform with the current period presentation.
 
(g) Loans at fair value consist of prime mortgages originated with the intent to sell that are accounted for at fair value and classified as trading assets on the Consolidated Balance Sheets. Average balances of these loans totaled $15.3 billion and $17.7 billion for the quarters ended September 30, 2010 and 2009, respectively, and $14.0 billion and $15.8 billion for the nine months ended September 30, 2010 and 2009, respectively.
 
(h) Represents the ratio of MSR net carrying value (ending) to third-party mortgage loans serviced (ending) divided by the ratio of annualized loan servicing revenue to third-party mortgage loans serviced (average).

32


Table of Contents

REAL ESTATE PORTFOLIOS
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Noninterest revenue
 $21  $19   11% $105  $(20) NM
Net interest income
  1,304   1,588   (18)  4,113   4,994   (18)%
           
Total net revenue
  1,325   1,607   (18)  4,218   4,974   (15)
           
Provision for credit losses
  1,197   3,558   (66)  5,894   9,824   (40)
Noninterest expense
  390   411   (5)  1,214   1,282   (5)
Income/(loss) before income tax expense/(benefit)
  (262)  (2,362)  89   (2,890)  (6,132)  53 
           
Net income/(loss)
 $(148) $(1,448)  90  $(1,670) $(3,757)  56 
           
Overhead ratio
  29%  26%      29%  26%    
 
Quarterly results
Real Estate Portfolios reported a net loss of $148 million, compared with a net loss of $1.4 billion in the prior year. The improvement was driven by a lower provision for credit losses, partially offset by lower net interest income.
Net revenue was $1.3 billion, down by $282 million, or 18%, from the prior year. The decrease was driven by a decline in net interest income as a result of lower loan balances, reflecting net portfolio runoff, and a decline in mortgage loan yields.
The provision for credit losses was $1.2 billion, compared with $3.6 billion in the prior year. The current-quarter provision reflected improved delinquency trends and a $902 million reduction in net charge-offs. Additionally, the prior-year provision included an addition to the allowance for loan losses of $1.4 billion in the home equity and mortgage loan portfolios. (For further detail, see RFS discussion of the provision for credit losses.)
Noninterest expense was $390 million, down by $21 million, or 5%, from the prior year.
Year-to-date results
Real Estate Portfolios reported a net loss of $1.7 billion, compared with a net loss of $3.8 billion in the prior year. The improvement was driven by a lower provision for credit losses, partially offset by lower net interest income.
Net revenue was $4.2 billion, down by $756 million, or 15%, from the prior year. The decrease was driven by a decline in net interest income as a result of lower loan balances, reflecting net portfolio runoff.
The provision for credit losses was $5.9 billion, compared with $9.8 billion in the prior year. The current-year provision reflected improved delinquency trends and a $1.4 billion reduction in net charge-offs. Additionally, the current-year provision reflects an addition to the allowance for loan losses of $1.2 billion for the purchased credit-impaired portfolio, compared with prior year additions of $2.6 billion for the home equity and mortgage portfolios and $1.1 billion for the purchased credit-impaired portfolio. (For further detail, see RFS discussion of the provision for credit losses.)
Noninterest expense was $1.2 billion, down by $68 million, or 5%, from the prior year.

33


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in billions) 2010 2009 Change 2010 2009 Change
 
Loans excluding purchased credit-impaired loans(a)
                        
End-of-period loans owned:
                        
Home equity
 $91.7  $104.8   (13)% $91.7  $104.8   (13)%
Prime mortgage
  42.9   50.0   (14)  42.9   50.0   (14)
Subprime mortgage
  12.0   13.3   (10)  12.0   13.3   (10)
Option ARMs
  8.4   8.9   (6)  8.4   8.9   (6)
Other
  0.9   0.7   29   0.9   0.7   29 
           
Total end-of-period loans owned
 $155.9  $177.7   (12) $155.9  $177.7   (12)
           
 
                        
Average loans owned:
                        
Home equity
 $93.3  $106.6   (12) $96.4  $110.0   (12)
Prime mortgage
  43.8   51.7   (15)  45.8   54.8   (16)
Subprime mortgage
  12.3   13.6   (10)  13.0   14.3   (9)
Option ARMs
  8.4   8.9   (6)  8.5   8.9   (4)
Other
  1.0   0.8   25   1.0   0.9   11 
           
Total average loans owned
 $158.8  $181.6   (13) $164.7  $188.9   (13)
           
 
                        
Purchased credit-impaired loans(a)
                        
End-of-period loans owned:
                        
Home equity
 $25.0  $27.1   (8) $25.0  $27.1   (8)
Prime mortgage
  17.9   20.2   (11)  17.9   20.2   (11)
Subprime mortgage
  5.5   6.1   (10)  5.5   6.1   (10)
Option ARMs
  26.4   29.8   (11)  26.4   29.8   (11)
           
Total end-of-period loans owned
 $74.8  $83.2   (10) $74.8  $83.2   (10)
           
 
                        
Average loans owned:
                        
Home equity
 $25.2  $27.4   (8) $25.7  $27.9   (8)
Prime mortgage
  18.2   20.5   (11)  18.8   21.1   (11)
Subprime mortgage
  5.6   6.2   (10)  5.8   6.5   (11)
Option ARMs
  26.7   30.2   (12)  27.7   30.8   (10)
           
Total average loans owned
 $75.7  $84.3   (10) $78.0  $86.3   (10)
           
 
                        
Total Real Estate Portfolios
                        
End-of-period loans owned:
                        
Home equity
 $116.7  $131.9   (12) $116.7  $131.9   (12)
Prime mortgage
  60.8   70.2   (13)  60.8   70.2   (13)
Subprime mortgage
  17.5   19.4   (10)  17.5   19.4   (10)
Option ARMs
  34.8   38.7   (10)  34.8   38.7   (10)
Other
  0.9   0.7   29   0.9   0.7   29 
           
Total end-of-period loans owned
 $230.7  $260.9   (12) $230.7  $260.9   (12)
           
Average loans owned:
                        
Home equity
 $118.5  $134.0   (12) $122.1  $137.9   (11)
Prime mortgage
  62.0   72.2   (14)  64.6   75.9   (15)
Subprime mortgage
  17.9   19.8   (10)  18.8   20.8   (10)
Option ARMs
  35.1   39.1   (10)  36.2   39.7   (9)
Other
  1.0   0.8   25   1.0   0.9   11 
           
Total average loans owned
 $234.5  $265.9   (12) $242.7  $275.2   (12)
           
Average assets
 $222.5  $258.3   (14) $230.9  $269.2   (14)
Home equity origination volume
  0.3   0.5   (40)  0.9   2.0   (55)
 
(a) PCI loans represent loans acquired in the Washington Mutual transaction for which a deterioration in credit quality occurred between the origination date and JPMorgan Chase’s acquisition date. These loans were initially recorded at fair value and accrete interest income over the estimated lives of the underlying loans as long as cash flows are reasonably estimable, even if the underlying loans are contractually past due.
Included within Real Estate Portfolios are PCI loans that the Firm acquired in the Washington Mutual transaction. For PCI loans, the excess of the undiscounted gross cash flows initially expected to be collected over the fair value of the loans at the acquisition date is accreted into interest income at a level rate of return over the expected life of the loans. This is commonly referred to as the “accretable yield.” The estimate of gross cash flows expected to be collected is updated each reporting period based on updated assumptions. Probable decreases in expected loan principal cash flows would trigger the recognition of impairment through the provision for loan losses; probable and significant increases in expected cash flows (e.g., decreased principal credit losses, the net benefit of modifications) would first reverse any previously recorded allowance for loan losses with any remaining increases recognized prospectively in interest income over the remaining estimated lives of the underlying loans.

34


Table of Contents

The net spread between the PCI loans and the related liabilities should be relatively constant over time, except for any basis risk or other residual interest rate risk that remains and changes in the accretable yield percentage (e.g., extended loan liquidation periods). As of September 30, 2010, the remaining weighted-average life of the PCI loan portfolio is expected to be 7.2 years. For further information, see Note 13, PCI loans, on pages 153-154 of this Form 10-Q. The loan balances are expected to decline more rapidly in the earlier years as the most troubled loans are liquidated, and more slowly thereafter as the remaining troubled borrowers have limited refinancing opportunities. Similarly, default and servicing expense are expected to be higher in the earlier years and decline over time as liquidations slow down.
To date the impact of the PCI loans on Real Estate Portfolios net income has been modestly negative. This is due to the current net spread of the portfolio, the provision for loan losses recognized subsequent to its acquisition, and the higher level of default and servicing expense associated with the portfolio. Over time, the Firm expects that this portfolio will contribute positively to net income.
                         
Credit data and quality statistics Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Net charge-offs excluding purchased credit-impaired loans(a):
                        
Home equity
 $730  $1,142   (36)% $2,652  $3,505   (24)%
Prime mortgage
  255   518   (51)  959   1,304   (26)
Subprime mortgage
  206   422   (51)  945   1,196   (21)
Option ARMs
  11   15   (27)  56   34   65 
Other
  12   19   (37)  49   54   (9)
           
Total net charge-offs
 $1,214  $2,116   (43) $4,661  $6,093   (24)
           
Net charge-off rate excluding purchased credit-impaired loans(a):
                        
Home equity
  3.10%  4.25%      3.68%  4.26%    
Prime mortgage
  2.31   3.98       2.80   3.18     
Subprime mortgage
  6.64   12.31       9.72   11.18     
Option ARMs
  0.52   0.67       0.88   0.51     
Other
  4.76   9.42       6.55   8.02     
Total net charge-off rate excluding purchased credit-impaired loans
  3.03   4.62       3.78   4.31     
           
Net charge-off rate — reported:
                        
Home equity
  2.44%  3.38%      2.90%  3.40%    
Prime mortgage
  1.63   2.85       1.98   2.30     
Subprime mortgage
  4.57   8.46       6.72   7.69     
Option ARMs
  0.12   0.15       0.21   0.11     
Other
  4.76   9.42       6.55   8.02     
Total net charge-off rate — reported
  2.05   3.16       2.57   2.96     
           
30+ day delinquency rate excluding purchased credit-impaired loans(b)
  6.77%  7.46%      6.77%  7.46%    
Allowance for loan losses
 $14,111  $11,261   25  $14,111  $11,261   25 
Nonperforming assets(c)
  9,456   10,196   (7)  9,456   10,196   (7)
Allowance for loan losses to ending loans retained
  6.12%  4.32%      6.12%  4.32%    
Allowance for loan losses to ending loans retained excluding purchased credit-impaired loans(a)
  7.25   5.72       7.25   5.72     
 
(a) Excludes the impact of PCI loans that were acquired as part of the Washington Mutual transaction. These loans were accounted for at fair value on the acquisition date, which incorporated management’s estimate, as of that date, of credit losses over the remaining life of the portfolio. An allowance for loan losses of $2.8 billion and $1.1 billion was recorded for these loans at September 30, 2010 and 2009, respectively, which has also been excluded from the applicable ratios. To date, no charge-offs have been recorded for these loans.
 
(b) The delinquency rate for PCI loans was 28.07% and 25.56% at September 30, 2010 and 2009, respectively.
 
(c) Excludes PCI loans that were acquired as part of the Washington Mutual transaction. These loans are accounted for on a pool basis, and the pools are considered to be performing.

35


Table of Contents

CARD SERVICES
For a discussion of the business profile of CS, see pages 64-66 of JPMorgan Chase’s 2009 Annual Report and Introduction on page 6 of this Form 10-Q.
Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs. Prior to the adoption of the new guidance, JPMorgan Chase used the concept of “managed basis” to evaluate the credit performance of its credit card loans, both loans on the balance sheet and loans that had been securitized. Managed results excluded the impact of credit card securitizations on total net revenue, the provision for credit losses, net charge-offs and loan receivables. Securitization did not change reported net income; however, it did affect the classification of items on the Consolidated Statements of Income and Consolidated Balance Sheets. As a result of the consolidation of the securitization trusts, reported and managed basis are equivalent for periods beginning after January 1, 2010. For further information, see Explanation and Reconciliation of the Firm’s Use of Non-GAAP Financial Measures on pages 15-19 of this Form 10-Q.
                         
Selected income statement data -    
managed basis(a) Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Revenue
                        
Credit card income
 $864  $916   (6)% $2,585  $2,681   (4)%
All other income(b)
  (58)  (85)  32   (160)  (646)  75 
           
Noninterest revenue
  806   831   (3)  2,425   2,035   19 
Net interest income
  3,447   4,328   (20)  10,492   13,121   (20)
           
Total net revenue
  4,253   5,159   (18)  12,917   15,156   (15)
 
                        
Provision for credit losses
  1,633   4,967   (67)  7,366   14,223   (48)
 
                        
Noninterest expense
                        
Compensation expense
  316   354   (11)  973   1,040   (6)
Noncompensation expense
  1,023   829   23   2,958   2,552   16 
Amortization of intangibles
  106   123   (14)  352   393   (10)
           
Total noninterest expense
  1,445   1,306   11   4,283   3,985   7 
           
Income/(loss) before income tax expense/(benefit)
  1,175   (1,114) NM  1,268   (3,052) NM
Income tax expense/(benefit)
  440   (414) NM  493   (1,133) NM
           
Net income/(loss)
 $735  $(700) NM $775  $(1,919) NM
           
 
                        
Memo: Net securitization income/(loss)
 NA $(43) NM NA $(491) NM
Financial ratios
                        
Return on common equity
  19%  (19)%      7%  (17)%    
Overhead ratio
  34   25       33   26     
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. For further details regarding the Firm’s application and impact of the new guidance, see Note 15 on pages 155-167 of this Form 10-Q.
 
(b) Includes the impact of revenue sharing agreements with other JPMorgan Chase business segments. For periods prior to January 1, 2010, net securitization income/(loss) is also included.
NA: Not applicable
Quarterly results
Net income was $735 million, compared with a net loss of $700 million in the prior year. The improved results were driven by a lower provision for credit losses, partially offset by lower net revenue.
End-of-period loans were $136.4 billion, a decrease of $28.8 billion, or 17%, from the prior year. Average loans were $140.1 billion, a decrease of $29.1 billion, or 17%, from the prior year. The declines in both end-of-period and average loans were consistent with expected portfolio runoff.
Net revenue was $4.3 billion, a decrease of $906 million, or 18%, from the prior year. Net interest income was $3.4 billion, down by $881 million, or 20%. The decrease was driven by lower average loan balances, the impact of legislative changes and a decreased level of fees. These decreases were offset partially by lower revenue reversals associated with lower charge-offs. Noninterest revenue was $806 million, a decrease of $25 million, or 3%, due to lower revenue from fee-based products.

36


Table of Contents

The provision for credit losses was $1.6 billion, compared with $5.0 billion in the prior year. The current-quarter provision reflected lower net charge-offs and a reduction of $1.5 billion to the allowance for loan losses due to lower estimated losses. The prior year provision included an addition of $575 million to the allowance for loan losses. The net charge-off rate was 8.87%, down from 10.30% in the prior year. The 30-day delinquency rate was 4.57%, down from 5.99% in the prior year. Excluding the Washington Mutual portfolio, the net charge-off rate was 8.06%, down from 9.41% in the prior year; and the 30-day delinquency rate was 4.13%, down from 5.38% in the prior year.
Noninterest expense was $1.4 billion, an increase of $139 million, or 11%, due to higher marketing expense.
Year-to-date results
Net income was $775 million, compared with a net loss of $1.9 billion in the prior year. The improved results were driven by a lower provision for credit losses, partially offset by lower net revenue.
Average loans were $147.3 billion, a decrease of $28.2 billion, or 16%, from the prior year, consistent with expected portfolio runoff.
Net revenue was $12.9 billion, a decrease of $2.2 billion, or 15%, from the prior year. Net interest income was $10.5 billion, down by $2.6 billion, or 20%. The decrease was driven by lower average loan balances, a decreased level of fees, and the impact of legislative changes. These decreases were offset partially by lower revenue reversals associated with lower charge-offs. Noninterest revenue was $2.4 billion, an increase of $390 million, or 19%, driven by a prior-year write-down of securitization interests, offset partially by lower revenue from fee-based products.
The provision for credit losses was $7.4 billion, compared with $14.2 billion in the prior year. The current-year provision reflected lower net charge-offs and a reduction of $4.0 billion to the allowance for loan losses due to lower estimated losses. The prior-year provision included an addition of $2.0 billion to the allowance for loan losses. The net charge-off rate was 10.31%, up from 9.32% in the prior year. Excluding the Washington Mutual portfolio, the net charge-off rate was 9.24%, up from 8.39% in the prior year.
Noninterest expense was $4.3 billion, an increase of $298 million, or 7%, due to higher marketing expense.
Credit Card Legislation
In May 2009, the CARD Act was enacted. Management estimates that the total annualized reduction in net income from the CARD Act, including regulatory guidance that defines reasonable and proportional fees, is approximately $750 million. Results in the third quarter of 2010 reflect approximately 65% of the estimated quarterly impact of this reduction in net income, with expectations of full run-rate impact in the fourth quarter of 2010.
The most significant effects of the CARD Act include: (a) the inability to change the pricing of existing balances; (b) the allocation of customer payments above the minimum payment to the existing balance with the highest annual percentage rate (“APR”); (c) the requirement that customers opt-in in order to receive, for a fee, overlimit protection that permits an authorized transaction over their credit limit; (d) the requirement that statements must be mailed or delivered not later than 21 days before the payment due date; (e) the limiting of the amount of penalty fees that can be assessed; and (f) the requirement to review customer accounts for potential interest rate reductions in certain circumstances.
As a result of the CARD Act, CS has implemented certain changes to its business practices to manage its inability to price loans to customers at rates that are commensurate with their risk over time. These changes include: (a) selectively increasing pricing; (b) reducing the volume and duration of low-rate promotional pricing offered to customers; and (c) reducing the amount of credit that is granted to certain new and existing customers.

37


Table of Contents

                         
Selected metrics          
(in millions, except headcount, ratios and where Three months ended September 30, Nine months ended September 30,
otherwise noted) 2010 2009 Change 2010 2009 Change
 
Financial ratios(a)
                        
Percentage of average outstandings:
                        
Net interest income
  9.76%  10.15%      9.52%  10.00%    
Provision for credit losses
  4.63   11.65       6.68   10.84     
Noninterest revenue
  2.28   1.95       2.20   1.55     
Risk adjusted margin(b)
  7.42   0.45       5.04   0.71     
Noninterest expense
  4.09   3.06       3.89   3.04     
Pretax income/(loss) (ROO)(c)
  3.33   (2.61)      1.15   (2.32)    
Net income/(loss)
  2.08   (1.64)      0.70   (1.46)    
 
                        
Business metrics
                        
Sales volume (in billions)
 $79.6  $74.7   7% $227.1  $215.3   5%
New accounts opened (in millions)
  2.7   2.4   13   7.9   7.0   13 
Open accounts (in millions)
  89.0   93.6   (5)  89.0   93.6   (5)
 
                        
Merchant acquiring business
                        
Bank card volume (in billions)
 $117.0  $103.5   13  $342.1  $299.3   14 
Total transactions (in billions)
  5.2   4.5   16   14.9   13.1   14 
 
                        
Selected balance sheet data (period-end)
                        
Loans:
                        
Loans on balance sheets
 $136,436  $78,215   74  $136,436  $78,215   74 
Securitized loans(a)
 NA  87,028  NM NA  87,028  NM
           
Total loans
 $136,436  $165,243   (17) $136,436  $165,243   (17)
           
Equity
 $15,000  $15,000     $15,000  $15,000    
 
                        
Selected balance sheet data (average)
                        
Managed assets
 $141,029  $192,141   (27) $148,212  $195,517   (24)
Loans:
                        
Loans on balance sheets
 $140,059  $83,146   68  $147,326  $90,154   63 
Securitized loans(a)
 NA  86,017  NM NA  85,352  NM
           
Total average loans
 $140,059  $169,163   (17) $147,326  $175,506   (16)
           
Equity
 $15,000  $15,000     $15,000  $15,000    
 
                        
Headcount
  21,398   22,850   (6)  21,398   22,850   (6)
 

38


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Credit quality statistics(a)
                        
Net charge-offs
 $3,133  $4,392   (29)% $11,366  $12,238   (7)%
Net charge-off rate(d)
  8.87%  10.30%      10.31%  9.32%    
Delinquency rates(a)(d)
                        
30+ day
  4.57%  5.99%      4.57%  5.99%    
90+ day
  2.41   2.76       2.41   2.76     
 
                        
Allowance for loan losses(a)(e)
 $13,029  $9,297   40  $13,029  $9,297   40 
Allowance for loan losses to period-end loans(a)(e)(f)
  9.55%  11.89%      9.55%  11.89%    
 
                        
Key stats — Washington Mutual only
                        
Loans
 $14,504  $21,163   (31) $14,504  $21,163   (31)
Average loans
  15,126   22,287   (32)  16,716   24,742   (32)
Net interest income(g)
  16.27%  17.04%      15.40%  17.11%    
Risk adjusted margin(b)(g)
  12.90   (4.45)      9.91   (1.01)    
Net charge-off rate(h)
  15.58   21.94       20.02   18.32     
30+ day delinquency rate(h)
  8.29   12.44       8.29   12.44     
90+ day delinquency rate(h)
  4.54   6.21       4.54   6.21     
 
                        
Key stats — excluding Washington Mutual
                        
Loans
 $121,932  $144,080   (15) $121,932  $144,080   (15)
Average loans
  124,933   146,876   (15)  130,610   150,764   (13)
Net interest income(g)
  8.98%  9.10%      8.77%  8.83%    
Risk adjusted margin(b)(g)
  6.76   1.19       4.41   0.99     
Net charge-off rate
  8.06   9.41       9.24   8.39     
30+ day delinquency rate
  4.13   5.38       4.13   5.38     
90+ day delinquency rate
  2.16   2.48       2.16   2.48     
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. As a result of the consolidation of the credit card securitization trusts, reported and managed basis relating to credit card securitizations are equivalent for periods beginning after January 1, 2010. For further details regarding the Firm’s application and impact of the new guidance, see Note 15 on pages 155-167 of this Form 10-Q.
 
(b) Represents total net revenue less provision for credit losses.
 
(c) Pretax return on average managed outstandings.
 
(d) Results reflect the impact of purchase accounting adjustments related to the Washington Mutual transaction and the consolidation of the WMMT in the second quarter of 2009. The net charge-off rate for the three months ended September 30, 2010, and delinquency rates as of September 30, 2010, were not affected.
 
(e) Based on loans on the Consolidated Balance Sheets.
 
(f) Includes $3.0 billion of loans at September 30, 2009, held by the WMMT, which were consolidated onto the CS balance sheet at fair value during the second quarter of 2009. No allowance for loan losses was recorded for these loans as of September 30, 2009. Excluding these loans, the allowance for loan losses to period-end loans would have been 12.36%.
 
(g) As a percentage of average managed outstandings.
 
(h) Excludes the impact of purchase accounting adjustments related to the Washington Mutual transaction and the consolidation of the WMMT in the second quarter of 2009.
NA: Not applicable

39


Table of Contents

Reconciliation from reported basis to managed basis
The financial information presented below reconciles reported basis and managed basis to disclose the effect of securitizations reported in 2009. Effective January 1, 2010, the Firm adopted new accounting guidance that amended the accounting for the transfer of financial assets and the consolidation of VIEs. As a result of the consolidation of the credit card securitization trusts, reported and managed basis relating to credit card securitizations are equivalent for periods beginning after January 1, 2010. For further details regarding the Firm’s application and impact of the new guidance, see Note 15 on pages 155-167 of this Form 10-Q.
                         
  Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Income statement data
                        
Credit card income
                        
Reported
 $864  $1,201   (28)% $2,585  $3,800   (32)%
Securitization adjustments
 NA  (285) NM NA  (1,119) NM
           
Managed credit card income
 $864  $916   (6) $2,585  $2,681   (4)
           
 
                        
Net interest income
                        
Reported
 $3,447  $2,345   47  $10,492  $7,176   46 
Securitization adjustments
 NA  1,983  NM NA  5,945  NM
           
Managed net interest income
 $3,447  $4,328   (20) $10,492  $13,121   (20)
           
Total net revenue
                        
Reported
 $4,253  $3,461   23  $12,917  $10,330   25 
Securitization adjustments
 NA  1,698  NM NA  4,826  NM
           
Managed total net revenue
 $4,253  $5,159   (18) $12,917  $15,156   (15)
           
 
                        
Provision for credit losses
                        
Reported
 $1,633  $3,269   (50) $7,366  $9,397   (22)
Securitization adjustments
 NA  1,698  NM NA  4,826  NM
           
Managed provision for credit losses
 $1,633  $4,967   (67) $7,366  $14,223   (48)
           
 
                        
Balance sheets — average balances
                        
Total average assets
                        
Reported
 $141,029  $109,362   29  $148,212  $113,134   31 
Securitization adjustments
 NA  82,779  NM NA  82,383  NM
           
Managed average assets
 $141,029  $192,141   (27) $148,212  $195,517   (24)
           
 
                        
Credit quality statistics
                        
Net charge-offs
                        
Reported
 $3,133  $2,694   16  $11,366  $7,412   53 
Securitization adjustments
 NA  1,698  NM NA  4,826  NM
           
Managed net charge-offs
 $3,133  $4,392   (29) $11,366  $12,238   (7)
           
 
                        
Net charge-off rates
                        
Reported
  8.87%  12.85%      10.31%  10.99%    
Securitized
 NA  7.83      NA  7.56     
Managed net charge-off rate
  8.87   10.30       10.31   9.32     
 
NA: Not applicable

40


Table of Contents

COMMERCIAL BANKING
For a discussion of the business profile of CB, see pages 67-68 of JPMorgan Chase’s 2009 Annual Report and Introduction on page 6 of this Form 10-Q.
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Revenue
                        
Lending- and deposit-related fees
 $269  $269   % $826  $802   3%
Asset management, administration and commissions
  36   35   3   109   105   4 
All other income(a)
  242   170   42   658   447   47 
           
Noninterest revenue
  547   474   15   1,593   1,354   18 
Net interest income
  980   985   (1)  2,836   2,960   (4)
           
Total net revenue(b)
  1,527   1,459   5   4,429   4,314   3 
 
                        
Provision for credit losses
  166   355   (53)  145   960   (85)
 
                        
Noninterest expense
                        
Compensation expense
  210   196   7   612   593   3 
Noncompensation expense
  341   339   1   1,002   1,008   (1)
Amortization of intangibles
  9   10   (10)  27   32   (16)
           
Total noninterest expense
  560   545   3   1,641   1,633    
           
Income before income tax expense
  801   559   43   2,643   1,721   54 
Income tax expense
  330   218   51   1,089   674   62 
           
Net income
 $471  $341   38  $1,554  $1,047   48 
           
 
                        
Revenue by product
                        
Lending
 $693  $675   3  $2,000  $2,024   (1)
Treasury services
  670   672      1,973   1,997   (1)
Investment banking
  120   99   21   340   286   19 
Other
  44   13   238   116   7  NM
           
Total Commercial Banking revenue
 $1,527  $1,459   5  $4,429  $4,314   3 
 
                        
IB revenue, gross
 $344  $301   14  $988  $835   18 
 
                        
Revenue by client segment
                        
Middle Market Banking
 $766  $771   (1) $2,279  $2,295   (1)
Commercial Term Lending
  256   232   10   722   684   6 
Mid-Corporate Banking
  304   278   9   852   825   3 
Real Estate Banking
  118   121   (2)  343   361   (5)
Other(c)
  83   57   46   233   149   56 
           
Total Commercial Banking revenue
 $1,527  $1,459   5  $4,429  $4,314   3 
           
 
                        
Financial ratios
                        
Return on common equity
  23%   17%      26%  17%    
Overhead ratio
  37   37       37   38     
 
(a) Revenue from investment banking products sold to CB clients and commercial card fee revenue is included in all other income.
 
(b) Total net revenue included tax-equivalent adjustments from income tax credits related to equity investments in designated community development entities that provide loans to qualified businesses in low-income communities as well as tax-exempt income from municipal bond activity of $59 million and $43 million for the quarters ended September 30, 2010 and 2009, respectively, and $153 million and $117 million for year-to-date 2010 and 2009, respectively.
 
(c) Other primarily includes revenue related to the Community Development and Chase Capital segments.

41


Table of Contents

Quarterly results
Net income was $471 million, an increase of $130 million, or 38%, from the prior year. The increase was driven by a reduction in the provision for credit losses. Results included the impact of the purchase of a $3.5 billion loan portfolio during the current quarter.
Net revenue was a record $1.5 billion, up by $68 million, or 5%, compared with the prior year. Net interest income was $980 million, down by $5 million, or 1%, driven by spread compression on liability products and lower loan balances, offset by growth in liability balances and wider loan spreads. Noninterest revenue was $547 million, an increase of $73 million, or 15%, driven by changes in the valuation of investments held at fair value, higher investment banking fees, higher lending-related fees, gains on sales of loans, and higher other fees.
Revenue from Middle Market Banking was $766 million, a decrease of $5 million, or 1%, from the prior year. Revenue from Commercial Term Lending was $256 million, an increase of $24 million, or 10%, and included the impact of the loan portfolio purchased during the quarter. Revenue from Mid-Corporate Banking was $304 million, an increase of $26 million, or 9%. Revenue from Real Estate Banking was $118 million, a decrease of $3 million, or 2%.
The provision for credit losses was $166 million, compared with $355 million in the prior year. Net charge-offs were $218 million (0.89% net charge-off rate) and were largely related to commercial real estate, compared with $291 million (1.11% net charge-off rate) in the prior year. The allowance for loan losses to end-of-period loans retained was 2.72%, down from 3.01% in the prior year. Nonperforming loans were $2.9 billion, up by $644 million from the prior year, reflecting increases in commercial real estate.
Noninterest expense was $560 million, an increase of $15 million, or 3%, compared with the prior year, reflecting higher headcount-related expense.
Year-to-date results
Net income was $1.6 billion, an increase of $507 million, or 48%, from the prior year. The increase was driven by a reduction in the provision for credit losses.
Net revenue was $4.4 billion, up by $115 million, or 3%, compared with the prior year. Net interest income was $2.8 billion, down by $124 million, or 4%, driven by spread compression on liability products and lower loan balances, largely offset by growth in liability balances and wider loan spreads. Noninterest revenue was $1.6 billion, an increase of $239 million, or 18%, from the prior year, reflecting higher lending- related fees, changes in the valuation of investments held at fair value, and higher investment banking fees.
Revenue from Middle Market Banking was $2.3 billion, relatively flat compared with the prior year. Revenue from Commercial Term Lending was $722 million, an increase of $38 million, or 6%, and included the impact of the loan portfolio purchased during the third quarter. Mid-Corporate Banking revenue was $852 million, an increase of $27 million, or 3%. Real Estate Banking revenue was $343 million, a decrease of $18 million, or 5%.
The provision for credit losses was $145 million, compared with $960 million in the prior year, and reflected a reduction in the allowance for credit losses, primarily due to refinements to credit loss estimates and improvements in the credit quality of the commercial and industrial portfolio. Net charge-offs were $623 million (0.87% net charge-off rate), compared with $606 million (0.75% net charge-off rate) in the prior year.
Noninterest expense was $1.6 billion, flat compared with the prior year.

42


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in millions, except headcount and ratios) 2010 2009 Change 2010 2009 Change
 
Selected balance sheet data (period-end):
                        
Loans:
                        
Loans retained
 $97,738  $101,608   (4)% $97,738  $101,608   (4)%
Loans held-for-sale and loans at fair value
  399   288   39   399   288   39 
           
Total loans
  98,137   101,896   (4)  98,137   101,896   (4)
Equity
  8,000   8,000      8,000   8,000    
Selected balance sheet data (average):
                        
Total assets
 $130,237  $130,316     $132,176  $137,248   (4)
Loans:
                        
Loans retained
  96,657   103,752   (7)  96,166   108,654   (11)
Loans held-for-sale and loans at fair value
  384   297   29   358   294   22 
           
Total loans
  97,041   104,049   (7)  96,524   108,948   (11)
Liability balances
  137,853   109,293   26   135,939   110,012   24 
Equity
  8,000   8,000      8,000   8,000    
Average loans by client segment:
                        
Middle Market Banking
 $35,299  $36,200   (2) $34,552  $38,357   (10)
Commercial Term Lending
  37,509   36,943   2   36,513   36,907   (1)
Mid-Corporate Banking
  11,807   14,933   (21)  11,978   16,774   (29)
Real Estate Banking
  8,983   11,547   (22)  9,740   12,380   (21)
Other(a)
  3,443   4,426   (22)  3,741   4,530   (17)
           
Total Commercial Banking loans
 $97,041  $104,049   (7) $96,524  $108,948   (11)
 
                        
Headcount
  4,805   4,177   15   4,805   4,177   15 
 
                        
Credit data and quality statistics:
                        
Net charge-offs
 $218  $291   (25) $623  $606   3 
Nonperforming loans:
                        
Nonperforming loans retained(b)
  2,898   2,284   27   2,898   2,284   27 
Nonperforming loans held-for-sale and loans at fair value
  48   18   167   48   18   167 
           
Total nonperforming loans
  2,946   2,302   28   2,946   2,302   28 
Nonperforming assets
  3,227   2,461   31   3,227   2,461   31 
Allowance for credit losses:
                        
Allowance for loan losses
  2,661   3,063   (13)  2,661   3,063   (13)
Allowance for lending-related commitments
  241   300   (20)  241   300   (20)
           
Total allowance for credit losses
  2,902   3,363   (14)  2,902   3,363   (14)
Net charge-off rate
  0.89%  1.11%      0.87%  0.75%    
Allowance for loan losses to period-end loans retained
  2.72   3.01       2.72   3.01     
Allowance for loan losses to average loans retained
  2.75   2.95       2.77   2.82     
Allowance for loan losses to nonperforming loans retained
  92   134       92   134     
Nonperforming loans to total period-end loans
  3.00   2.26       3.00   2.26     
Nonperforming loans to total average loans
  3.04   2.21       3.05   2.11     
 
(a) Other primarily includes loans related to the Community Development and Chase Capital segments.
 
(b) Allowance for loan losses of $535 million and $496 million were held against nonperforming loans retained at September 30, 2010 and 2009, respectively.

43


Table of Contents

TREASURY & SECURITIES SERVICES
For a discussion of the business profile of TSS, see pages 56–57 of JPMorgan Chase’s 2009 Annual Report and Introduction on page 6 of this Form 10-Q.
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except headcount and ratios) 2010 2009 Change 2010 2009 Change
 
Revenue
                        
Lending- and deposit-related fees
 $318  $316   1% $942  $955   (1)%
Asset management, administration and commissions
  644   620   4   2,008   1,956   3 
All other income
  210   201   4   595   619   (4)
           
Noninterest revenue
  1,172   1,137   3   3,545   3,530    
Net interest income
  659   651   1   1,923   1,979   (3)
           
Total net revenue
  1,831   1,788   2   5,468   5,509   (1)
 
                        
Provision for credit losses
  (2)  13  NM   (57)  2  NM 
Credit reimbursement to IB(a)
  (31)  (31)     (91)  (91)   
 
                        
Noninterest expense
                        
Compensation expense
  701   629   11   2,055   1,876   10 
Noncompensation expense
  693   633   9   2,027   1,954   4 
Amortization of intangibles
  16   18   (11)  52   57   (9)
           
Total noninterest expense
  1,410   1,280   10   4,134   3,887   6 
           
Income before income tax expense
  392   464   (16)  1,300   1,529   (15)
Income tax expense
  141   162   (13)  478   540   (11)
           
Net income
 $251  $302   (17) $822  $989   (17)
           
 
                        
Revenue by business
                        
Treasury Services
 $937  $919   2  $2,745  $2,784   (1)
Worldwide Securities Services
  894   869   3   2,723   2,725    
           
Total net revenue
 $1,831  $1,788   2  $5,468  $5,509   (1)
 
                        
Financial ratios
                        
Return on common equity
  15%  24%      17%  26%    
Overhead ratio
  77   72       76   71     
Pretax margin ratio
  21   26       24   28     
 
                        
Selected balance sheet data (period-end)
                        
Loans(b)
 $26,899  $19,693   37  $26,899  $19,693   37 
Equity
  6,500   5,000   30   6,500   5,000   30 
 
                        
Selected balance sheet data (average)
                        
Total assets
 $42,445  $33,117   28  $41,211  $35,753   15 
Loans(b)
  24,337   17,062   43   22,035   18,231   21 
Liability balances
  242,517   231,502   5   245,684   247,219   (1)
Equity
  6,500   5,000   30   6,500   5,000   30 
 
                        
Headcount
  28,544   26,389   8   28,544   26,389   8 
 
(a) IB credit portfolio group manages certain exposures on behalf of clients shared with TSS. TSS reimburses IB for a portion of the total cost of managing the credit portfolio. IB recognizes this credit reimbursement as a component of noninterest revenue.
 
(b) Loan balances include wholesale overdrafts, commercial card and trade finance loans.

44


Table of Contents

Quarterly results
Net income was $251 million, a decrease of $51 million, or 17%, from the prior year. These results reflected higher noninterest expense, partially offset by higher net revenue.
Net revenue was $1.8 billion, an increase of $43 million, or 2%, from the prior year. Treasury Services net revenue was $937 million, an increase of $18 million, or 2%. The increase was driven by higher trade loan and card product volumes, partially offset by lower spreads on liability products. Worldwide Securities Services net revenue was $894 million, an increase of $25 million, or 3%. The increase was driven by higher market levels and net inflows of assets under custody, partially offset by lower spreads on liability products and securities lending.
TSS generated firmwide net revenue of $2.6 billion, including $1.7 billion by Treasury Services; of that amount, $937 million was recorded in Treasury Services, $670 million in Commercial Banking and $64 million in other lines of business. The remaining $894 million of firmwide net revenue was recorded in Worldwide Securities Services.
Noninterest expense was $1.4 billion, an increase of $130 million, or 10%, from the prior year. The increase was driven by continued investment in new product platforms, primarily related to international expansion, and higher performance-based compensation.
Year-to-date results
Net income was $822 million, a decrease of $167 million, or 17%, from the prior year. These results reflected higher noninterest expense and lower net revenue.
Net revenue was $5.5 billion, a decrease of $41 million, or 1%, from the prior year. Treasury Services net revenue was $2.7 billion, relatively flat compared with the prior year as lower spreads on liability products were offset by higher trade loan and card product volumes. Similarly, Worldwide Securities Services net revenue was $2.7 billion, relatively flat compared with the prior year as lower spreads in securities lending, lower volatility on foreign exchange, and lower balances on liability products were offset by higher market levels and net inflows of assets under custody.
TSS generated firmwide net revenue of $7.6 billion, including $4.9 billion by Treasury Services; of that amount, $2.7 billion was recorded in Treasury Services, $2.0 billion in Commercial Banking and $182 million in other lines of business. The remaining $2.7 billion of firmwide net revenue was recorded in Worldwide Securities Services.
Noninterest expense was $4.1 billion, up $247 million, or 6%, from the prior year. The increase was driven by continued investment in new product platforms, primarily related to international expansion, and higher performance-based compensation.

45


Table of Contents

                         
Selected metrics Three months ended September 30, Nine months ended September 30,
(in millions, except ratios and where otherwise noted) 2010 2009 Change 2010 2009 Change
 
TSS firmwide disclosures
                        
Treasury Services revenue – reported
 $937  $919   2% $2,745  $2,784   (1)%
Treasury Services revenue reported in CB
  670   672      1,973   1,997   (1)
Treasury Services revenue reported in other lines of business
  64   63   2   182   188   (3)
           
Treasury Services firmwide revenue(a)
  1,671   1,654   1   4,900   4,969   (1)
Worldwide Securities Services revenue
  894   869   3   2,723   2,725    
           
Treasury & Securities Services firmwide revenue(a)
 $2,565  $2,523   2  $7,623  $7,694   (1)
 
                        
Treasury Services firmwide liability balances (average)(b)
 $302,921  $261,059   16  $303,742  $269,568   13 
Treasury & Securities Services firmwide liability balances (average)(b)
  380,370   340,795   12   381,623   357,231   7 
 
                        
TSS firmwide financial ratios
                        
Treasury Services firmwide overhead ratio(c)
  55%  52%      55%  52%    
Treasury & Securities Services firmwide overhead ratio(c)
  65   62       65   61     
 
                        
Firmwide business metrics
                        
Assets under custody (in billions)
 $15,863  $14,887   7  $15,863  $14,887   7 
 
                        
Number of:
                        
U.S.$ ACH transactions originated (in millions)
  978   965   1   2,897   2,921   (1)
Total U.S.$ clearing volume (in thousands)
  30,779   28,604   8   89,979   83,983   7 
International electronic funds transfer volume (in thousands)(d)
  57,333   48,533   18   171,571   139,994   23 
Wholesale check volume (in millions)
  531   530      1,535   1,670   (8)
Wholesale cards issued (in thousands)(e)
  28,404   26,977   5   28,404   26,977   5 
           
 
                        
Credit data and quality statistics
                        
Net charge-offs
 $1  $  NM  $1  $19   (95)
Nonperforming loans
  14   14      14   14    
Allowance for credit losses:
                        
Allowance for loan losses
  54   15   260   54   15   260 
Allowance for lending-related commitments
  52   104   (50)  52   104   (50)
           
Total allowance for credit losses
  106   119   (11)  106   119   (11)
 
                        
Net charge-off rate
  0.02%  %      0.01%  0.14%    
Allowance for loan losses to period-end loans
  0.20   0.08       0.20   0.08     
Allowance for loan losses to average loans
  0.22   0.09       0.25   0.08     
Allowance for loan losses to nonperforming loans
  386   107       386   107     
Nonperforming loans to period-end loans
  0.05   0.07       0.05   0.07     
Nonperforming loans to average loans
  0.06   0.08       0.06   0.08     
 
(a) TSS firmwide revenue includes foreign exchange (“FX”) revenue recorded in TSS and FX revenue associated with TSS customers who are FX customers of IB. However, some of the FX revenue associated with TSS customers who are FX customers of IB is not included in TS and TSS firmwide revenue. The total FX revenue generated was $143 million and $154 million for the three months ended September 30, 2010 and 2009, respectively, and $455 million and $499 million for the nine months ended September 30, 2010 and 2009, respectively.
 
(b) Firmwide liability balances include liability balances recorded in CB.
 
(c) Overhead ratios have been calculated based on firmwide revenue and TSS and TS expense, respectively, including those allocated to certain other lines of business. FX revenue and expense recorded in IB for TSS-related FX activity are not included in this ratio.
 
(d) International electronic funds transfer includes non-U.S. dollar Automated Clearing House (“ACH”) and clearing volume.
 
(e) Wholesale cards issued and outstanding include U.S. domestic commercial, stored value, prepaid and government electronic benefit card products.

46


Table of Contents

ASSET MANAGEMENT
For a discussion of the business profile of AM, see pages 71–73 of JPMorgan Chase’s 2009 Annual Report and Introduction on page 6 of this Form 10-Q.
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except ratios) 2010 2009 Change 2010 2009 Change
 
Revenue:
                        
Asset management, administration and commissions
 $1,498  $1,443   4% $4,528  $3,989   14%
All other income
  282   238   18   725   560   29 
           
Noninterest revenue
  1,780   1,681   6   5,253   4,549   15 
Net interest income
  392   404   (3)  1,118   1,221   (8)
           
Total net revenue
  2,172   2,085   4   6,371   5,770   10 
 
                        
Provision for credit losses
  23   38   (39)  63   130   (52)
 
                        
Noninterest expense:
                        
Compensation expense
  914   858   7   2,685   2,468   9 
Noncompensation expense
  557   474   18   1,598   1,478   8 
Amortization of intangibles
  17   19   (11)  52   57   (9)
           
Total noninterest expense
  1,488   1,351   10   4,335   4,003   8 
           
Income before income tax expense
  661   696   (5)  1,973   1,637   21 
Income tax expense
  241   266   (9)  770   631   22 
           
Net income
 $420  $430   (2) $1,203  $1,006   20 
           
 
                        
Revenue by client segment
                        
Private Banking(a)
 $1,181  $1,080   9  $3,484  $3,154   10 
Institutional
  506   534   (5)  1,505   1,481   2 
Retail
  485   471   3   1,382   1,135   22 
           
Total net revenue
 $2,172  $2,085   4  $6,371  $5,770   10 
           
Financial ratios
                        
Return on common equity
  26%  24%      25%  19%    
Overhead ratio
  69   65       68   69     
Pretax margin ratio
  30   33       31   28     
 
(a) Private Banking is a combination of the previously disclosed client segments: Private Bank, Private Wealth Management and JPMorgan Securities.

47


Table of Contents

Quarterly results
Net income was $420 million, a decrease of $10 million, or 2%, from the prior year. These results reflected higher noninterest expense, largely offset by higher net revenue and a lower provision for credit losses.
Net revenue was $2.2 billion, an increase of $87 million, or 4%, from the prior year. Noninterest revenue was $1.8 billion, up by $99 million, or 6%, due to higher loan originations, the effect of higher market levels and net inflows to products with higher margins, partially offset by lower brokerage revenue and lower quarterly valuations of seed capital investments. Net interest income was $392 million, down by $12 million, or 3%, due to narrower deposit and loan spreads, offset by higher deposit and loan balances.
Revenue from Private Banking was $1.2 billion, up 9% from the prior year. Revenue from Institutional was $506 million, down 5%. Revenue from Retail was $485 million, up 3%.
The provision for credit losses was $23 million, compared with $38 million in the prior year.
Noninterest expense was $1.5 billion, an increase of $137 million, or 10%, from the prior year, resulting from an increase in headcount.
Year-to-date results
Net income was $1.2 billion, an increase of $197 million, or 20%, from the prior year, due to higher net revenue and a lower provision for credit losses, partially offset by higher noninterest expense.
Net revenue was $6.4 billion, an increase of $601 million, or 10%, from the prior year. Noninterest revenue was $5.3 billion, an increase of $704 million, or 15%, due to the effect of higher market levels, net inflows to products with higher margins, higher loan originations and higher performance fees, partially offset by lower valuations of seed capital investments. Net interest income was $1.1 billion, down by $103 million, or 8%, from the prior year, due to narrower deposit spreads, partially offset by higher deposit balances.
Revenue from Private Banking was $3.5 billion, up 10% from the prior year. Revenue from Institutional was $1.5 billion, up 2%. Revenue from Retail was $1.4 billion, up 22%.
The provision for credit losses was $63 million, compared with $130 million in the prior year.
Noninterest expense was $4.3 billion, an increase of $332 million, or 8%, from the prior year due to higher headcount and higher performance-based compensation.

48


Table of Contents

                         
Business metrics Three months ended September 30, Nine months ended September 30,
(in millions, except headcount, ratios,      
ranking data, and where otherwise noted) 2010 2009 Change 2010 2009 Change
 
Number of:
                        
Client advisors
  2,209   1,891   17%  2,209   1,891   17%
Retirement planning services participants (in thousands)
  1,665   1,620   3   1,665   1,620   3 
JPMorgan Securities brokers(a)
  419   365   15   419   365   15 
 
                        
% of customer assets in 4 & 5 Star Funds(b)
  42%  39%  8   42%  39%  8 
% of AUM in 1st and 2nd quartiles:(c)
                        
1 year
  67%  60%  12   67%  60%  12 
3 years
  65%  70%  (7)  65%  70%  (7)
5 years
  74%  74%     74%  74%   
 
                        
Selected balance sheet data (period-end)
                        
Loans
 $41,408  $35,925   15  $41,408  $35,925   15 
Equity
  6,500   7,000   (7)  6,500   7,000   (7)
 
                        
Selected balance sheet data (average)
                        
Total assets
 $64,911  $60,345   8  $63,629  $59,309   7 
Loans
  39,417   34,822   13   37,819   34,567   9 
Deposits
  87,841   73,649   19   85,012   76,888   11 
Equity
  6,500   7,000   (7)  6,500   7,000   (7)
 
                        
Headcount
  16,510   14,919   11   16,510   14,919   11 
 
                        
Credit data and quality statistics
                        
Net charge-offs
 $13  $17   (24) $68  $82   (17)
Nonperforming loans
  294   409   (28)  294   409   (28)
Allowance for credit losses:
                        
Allowance for loan losses
  257   251   2   257   251   2 
Allowance for lending-related commitments
  3   5   (40)  3   5   (40)
           
Total allowance for credit losses
  260   256   2   260   256   2 
 
                        
Net charge-off rate
  0.13%  0.19%      0.24%  0.32%    
Allowance for loan losses to period-end loans
  0.62   0.70       0.62   0.70     
Allowance for loan losses to average loans
  0.65   0.72       0.68   0.73     
Allowance for loan losses to nonperforming loans
  87   61       87   61     
Nonperforming loans to period-end loans
  0.71   1.14       0.71   1.14     
Nonperforming loans to average loans
  0.75   1.17       0.78   1.18     
 
(a) JPMorgan Securities was formerly known as Bear Stearns Private Client Services prior to January 1, 2010.
 
(b) Derived from Morningstar for the U.S., the U.K., Luxembourg, France, Hong Kong and Taiwan; and Nomura for Japan.
 
(c) Quartile rankings sourced from Lipper for the U.S. and Taiwan; Morningstar for the U.K., Luxembourg, France and Hong Kong; and Nomura for Japan.

49


Table of Contents

Assets under supervision
Assets under supervision were $1.8 trillion, an increase of $100 billion, or 6%, from the prior year. Assets under management were $1.3 trillion, flat from the prior year, due to net outflows in liquidity products, offset by net inflows of long-term products and the effect of higher market levels. Custody, brokerage, administration and deposit balances were $513 billion, up by $102 billion, or 25%, due to custody and brokerage inflows and the effect of higher market levels.
         
ASSETS UNDER SUPERVISION(a) (in billions)    
As of September 30, 2010 2009
 
Assets by asset class
        
Liquidity
 $521  $634 
Fixed income
  277   215 
Equities and multi-asset
  362   316 
Alternatives
  97   94 
 
Total assets under management
  1,257   1,259 
Custody/brokerage/administration/deposits
  513   411 
 
Total assets under supervision
 $1,770  $1,670 
 
 
        
Assets by client segment
        
 
        
Private Banking(b)
 $276  $266 
Institutional
  677   737 
Retail
  304   256 
 
Total assets under management
 $1,257  $1,259 
 
 
        
Private Banking(b)
 $698  $594 
Institutional
  678   737 
Retail
  394   339 
 
Total assets under supervision
 $1,770  $1,670 
 
 
        
Assets by geographic region
        
U.S./Canada
 $852  $862 
International
  405   397 
 
Total assets under management
 $1,257  $1,259 
 
U.S./Canada
 $1,237  $1,179 
International
  533   491 
 
Total assets under supervision
 $1,770  $1,670 
 
 
        
Mutual fund assets by asset class
        
Liquidity
 $466  $576 
Fixed income
  88   57 
Equities and multi-asset
  151   133 
Alternatives
  7   10 
 
Total mutual fund assets
 $712  $776 
 
(a) Excludes assets under management of American Century Companies, Inc., in which the Firm had a 41% and 42% ownership at September 30, 2010 and 2009, respectively.
 
(b) Private Banking is a combination of the previously disclosed client segments: Private Bank, Private Wealth Management and JPMorgan Securities.

50


Table of Contents

                 
Assets under management rollforward Three months ended September 30, Nine months ended September 30,
(in billions) 2010 2009 2010 2009
 
Beginning balance
 $1,161  $1,171  $1,249  $1,133 
Net asset flows:
                
Liquidity
  27   9   (64)  21 
Fixed income
  12   13   40   22 
Equities, multi-asset and alternatives
  (1)  12   6   9 
Market/performance/other impacts
  58   54   26   74 
 
Total assets under management
 $1,257  $1,259  $1,257  $1,259 
 
 
                
Assets under supervision rollforward
                
 
Beginning balance
 $1,640  $1,543  $1,701  $1,496 
Net asset flows
  41   45   27   61 
Market/performance/other impacts
  89   82   42   113 
 
Total assets under supervision
 $1,770  $1,670  $1,770  $1,670 
 
CORPORATE / PRIVATE EQUITY
For a discussion of the business profile of Corporate/Private Equity, see pages 74–75 of JPMorgan Chase’s 2009 Annual Report.
                         
Selected income statement data Three months ended September 30, Nine months ended September 30,
(in millions, except headcount) 2010 2009 Change 2010 2009 Change
 
Revenue
                        
Principal transactions
 $1,143  $1,109   3% $1,621  $859   89%
Securities gains
  99   181   (45)  1,699   761   123 
All other income
  (29)  273  NM   277   45  NM 
           
Noninterest revenue
  1,213   1,563   (22)  3,597   1,665   116 
Net interest income
  371   1,031   (64)  2,194   2,885   (24)
           
Total net revenue(a)
  1,584   2,594   (39)  5,791   4,550   27 
 
                        
Provision for credit losses
  (3)  62  NM   12   71   (83)
 
                        
Noninterest expense
                        
Compensation expense
  574   768   (25)  1,819   2,064   (12)
Noncompensation expense(b)
  1,927   875   120   6,436   2,539   153 
Merger costs
     103  NM      451  NM 
           
Subtotal
  2,501   1,746   43   8,255   5,054   63 
Net expense allocated to other businesses
  (1,227)  (1,243)  1   (3,599)  (3,775)  5 
           
Total noninterest expense
  1,274   503   153   4,656   1,279   264 
           
Income before income tax expense/ (benefit) and extraordinary gain
  313   2,029   (85)  1,123   3,200   (65)
Income tax expense/(benefit)(c)
  (35)  818  NM   (106)  1,443  NM 
           
Income before extraordinary gain
  348   1,211   (71)  1,229   1,757   (30)
Extraordinary gain(d)
     76  NM      76  NM 
           
Net income
 $348  $1,287   (73) $1,229  $1,833   (33)
           
 
                        
Total net revenue
                        
Private equity
 $721  $172   319  $884  $(278) NM
Corporate
  863   2,422   (64)  4,907   4,828   2 
           
Total net revenue
 $1,584  $2,594   (39) $5,791  $4,550   27 
           
 
                        
Net income/(loss)
                        
Private equity
 $344  $88   291  $410  $(219) NM
Corporate(e)
  4   1,199   (100)  819   2,052   (60)
           
Total net income
 $348  $1,287   (73) $1,229  $1,833   (33)
           
Headcount
  19,756   20,747   (5)  19,756   20,747   (5)
 
(a) Total net revenue included tax-equivalent adjustments, predominantly due to tax-exempt income from municipal bond investments of $58 million and $40 million for the quarters ended September 30, 2010 and 2009, respectively, and $163 million and $110 million for the nine months ended September 30, 2010 and 2009, respectively.
 
(b) Includes litigation expense of $1.3 billion and $4.3 billion for the three and nine months ended September 30, 2010, respectively, compared with $154 million and a net benefit of $274 million for the three and nine months ended September 30, 2009, respectively. The nine months ended September 30, 2009, included a $675 million FDIC special assessment.
 
(c) Income tax expense in the first and third quarters of 2010 includes tax benefits recognized upon the resolution of tax audits.

51


Table of Contents

(d) On September 25, 2008, JPMorgan Chase acquired the banking operations of Washington Mutual Bank. The acquisition resulted in negative goodwill, and accordingly, the Firm recognized an extraordinary gain. A preliminary gain of $1.9 billion was recognized at December 31, 2008. The final total extraordinary gain that resulted from the Washington Mutual transaction was $2.0 billion.
 
(e) The 2009 periods included merger costs and the extraordinary gain related to the Washington Mutual transaction, as well as items related to the Bear Stearns merger, including merger costs, asset management liquidation costs and JPMorgan Securities broker retention expense.
Quarterly results
Net income was $348 million, compared with net income of $1.3 billion in the prior year.
Private Equity net income was $344 million, compared with $88 million in the prior year. Net revenue was $721 million, an increase of $549 million, and noninterest expense was $184 million, an increase of $150 million, both driven by higher private equity gains on investments in the portfolio.
Corporate net income was $4 million, compared with $1.2 billion in the prior year. Net revenue was $863 million, including $400 million of net interest income and $399 million of trading and securities gains. Noninterest expense reflected an increase of $1.3 billion for litigation reserves, including those for mortgage-related matters.
Year-to-date results
Net income was $1.2 billion, compared with net income of $1.8 billion in the prior year.
Private Equity net income was $410 million, compared with a net loss of $219 million in the prior year. Net revenue was $884 million, an increase of $1.2 billion, and noninterest expense was $246 million, an increase of $181 million, both driven by higher private equity gains on investments in the portfolio.
Corporate net income was $819 million, compared with $2.1 billion in the prior year. Net revenue was $4.9 billion, compared with $4.8 billion. Noninterest expense was $4.4 billion compared with $1.2 billion, reflecting an increase for litigation reserves offset by the absence of a $675 million FDIC special assessment in the prior year.
                         
Treasury and Chief Investment Office (“CIO”)      
Selected income statement and Three months ended September 30, Nine months ended September 30,
balance sheet data            
(in millions) 2010 2009 Change 2010 2009 Change
 
Securities gains(a)
 $99  $181   (45)% $1,698  $769   121%
Investment securities portfolio (average)
  321,428   339,745   (5)  324,163   314,202   3 
Investment securities portfolio (ending)
  334,140   351,823   (5)  334,140   351,823   (5)
Mortgage loans (average)
  9,174   7,469   23   8,629   7,303   18 
Mortgage loans (ending)
  9,550   7,665   25   9,550   7,665   25 
 
(a) Reflects repositioning of the Corporate investment securities portfolio.
For further information on the investment portfolio, see Note 3 and Note 11 on pages 114–128 and 143–148, respectively, of this Form 10-Q. For further information on CIO VaR and the Firm’s earnings-at-risk, see the Market Risk Management section on pages 99–102 of this Form 10-Q.
                         
Selected income statement and balance sheet data Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 Change 2010 2009 Change
 
Private equity gains/(losses)
                        
Realized gains
 $179  $57   214% $370  $97   281%
Unrealized gains/(losses)(a)
  561   88  NM   479   (305) NM 
           
Total direct investments
  740   145   410   849   (208) NM 
Third-party fund investments
  10   10      112   (119) NM 
           
Total private equity gains/(losses)(b)
 $750  $155   384  $961  $(327) NM 
 

52


Table of Contents

             
Private equity portfolio information(c)      
Direct investments      
(in millions) September 30, 2010 December 31, 2009 Change
 
Publicly held securities
            
Carrying value
 $1,152  $762   51%
Cost
  985   743   33 
Quoted public value
  1,249   791   58 
 
            
Privately held direct securities
            
Carrying value
  6,388   5,104   25 
Cost
  6,646   5,959   12 
 
            
Third-party fund investments(d)
            
Carrying value
  1,814   1,459   24 
Cost
  2,356   2,079   13 
     
Total private equity portfolio — Carrying value
 $9,354  $7,325   28 
Total private equity portfolio — Cost
 $9,987  $8,781   14 
 
(a) Unrealized gains/(losses) contain reversals of unrealized gains and losses that were recognized in prior periods and have now been realized.
 
(b) Included in principal transactions revenue in the Consolidated Statements of Income.
 
(c) For more information on the Firm’s policies regarding the valuation of the private equity portfolio, see Note 3 on pages 148-165 of JPMorgan Chase’s 2009 Annual Report.
 
(d) Unfunded commitments to third-party private equity funds were $1.1 billion and $1.5 billion at September 30, 2010, and December 31, 2009, respectively.
The carrying value of the private equity portfolio at September 30, 2010, and December 31, 2009, was $9.4 billion and $7.3 billion, respectively. The increase in the portfolio during the nine months ended September 30, 2010, is primarily due to gains on investments in the portfolio and incremental follow-on investment. The portfolio represented 7.5% and 6.3% of the Firm’s stockholders’ equity less goodwill at September 30, 2010, and December 31, 2009, respectively.
BALANCE SHEET ANALYSIS
         
Selected Consolidated Balance Sheets data (in millions) September 30, 2010 December 31, 2009
 
Assets
        
Cash and due from banks
 $23,960  $26,206 
Deposits with banks
  31,077   63,230 
Federal funds sold and securities purchased under resale agreements
  235,390   195,404 
Securities borrowed
  127,365   119,630 
Trading assets:
        
Debt and equity instruments
  378,222   330,918 
Derivative receivables
  97,293   80,210 
Securities
  340,168   360,390 
Loans
  690,531   633,458 
Allowance for loan losses
  (34,161)  (31,602)
 
Loans, net of allowance for loan losses
  656,370   601,856 
Accrued interest and accounts receivable
  63,224   67,427 
Premises and equipment
  11,316   11,118 
Goodwill
  48,736   48,357 
Mortgage servicing rights
  10,305   15,531 
Other intangible assets
  3,982   4,621 
Other assets
  114,187   107,091 
 
Total assets
 $2,141,595  $2,031,989 
 
 
        
Liabilities
        
Deposits
 $903,138  $938,367 
Federal funds purchased and securities loaned or sold under repurchase agreements
  314,161   261,413 
Commercial paper
  38,611   41,794 
Other borrowed funds
  51,642   55,740 
Trading liabilities:
        
Debt and equity instruments
  82,919   64,946 
Derivative payables
  74,902   60,125 
Accounts payable and other liabilities
  169,365   162,696 
Beneficial interests issued by consolidated VIEs
  77,438   15,225 
Long-term debt
  255,589   266,318 
 
Total liabilities
  1,967,765   1,866,624 
Stockholders’ equity
  173,830   165,365 
 
Total liabilities and stockholders’ equity
 $2,141,595  $2,031,989 
 

53


Table of Contents

Consolidated Balance Sheets overview
Total assets were $2.1 trillion, up by $109.6 billion from December 31, 2009. Total assets increased, primarily as a result of higher loans, largely due to the January 1, 2010, adoption of new consolidation guidance related to VIEs; higher trading assets – debt and equity instruments, largely due to improved market activity, reduced levels of volatility, and rising global indices; and an increase in federal funds sold and securities purchased under resale agreements, predominantly due to higher financing volume in IB. These increases were partially offset by a reduction in deposits with banks, as market stress has eased since the end of 2009.
Total liabilities were $2.0 trillion, up by $101.1 billion. The increase in liabilities was a result of an increase in beneficial interests issued by consolidated VIEs, due to the adoption of the new consolidation guidance related to VIEs; also contributing were higher federal funds purchased and securities loaned or sold under repurchase agreements, largely as a result of an increase in securities purchased under resale agreement activity levels in IB. Partially offsetting these liability increases was a decline in wholesale deposits associated with the Firm’s lower funding needs, and the normalization of TSS deposit levels from year-end inflows.
Stockholders’ equity was $173.8 billion, up by $8.5 billion. The increase was driven predominantly by the Firm’s net income and a net increase in accumulated other comprehensive income (“AOCI”); these were partially offset by the cumulative effect of changes in accounting principles as a result of the adoption of the new accounting guidance related to the consolidation of VIEs.
The following is a discussion of the significant changes in the specific line captions of the Consolidated Balance Sheets from December 31, 2009. For a description of the specific line captions discussed below, see pages 76–78 of JPMorgan Chase’s 2009 Annual Report.
Deposits with banks; federal funds sold and securities purchased under resale agreements; securities borrowed
Deposits with banks decreased, largely due to lower deposits with the Federal Reserve Bank and lower interbank lending, as market stress has eased since the end of 2009. Securities purchased under resale agreements increased, predominantly due to higher financing volume in IB. For additional information on the Firm’s Liquidity Risk Management, see pages 66–70 of this Form 10-Q.
Trading assets and liabilities – debt and equity instruments
Trading assets — debt and equity instruments increased, largely due to improved market activity, reduced levels of volatility and rising global indices. Trading liabilities — debt and equity instruments increased, largely due a higher level of short positions compared with the prior year-end to facilitate customer trading. For additional information, refer to Note 3 on pages 114–128 of this Form 10-Q.
Trading assets and liabilities – derivative receivables and payables
Trading assets and liabilities – derivative receivables and payables increased, as a result of the continued decline in interest rates, the weakening of the U.S. dollar and the influence of rising base and precious metal prices on commodity valuations. For additional information, refer to Derivative contracts on pages 78–80, and Note 3 and Note 5 on pages 114–128 and 132–140, respectively, of this Form 10-Q.
Securities
Securities decreased, largely due to repositioning of the Firm’s securities portfolio, in response to changes in the interest rate environment and to rebalance issuer exposures. The repositioning reduced U.S. government agency securities and increased non-U.S. mortgage-backed securities. The adoption of the new consolidation guidance related to VIEs, which resulted in the elimination of retained available-for-sale (“AFS”) securities issued by Firm-sponsored credit card securitization trusts, also contributed to the decrease. For additional information related to securities, refer to the Corporate/Private Equity segment on pages 51–53, and Note 3 and Note 11 on pages 114–128 and 143–148, respectively, of this Form 10-Q.
Loans and allowance for loan losses
Loans increased as a result of the new consolidation guidance related to VIEs that required the Firm to consolidate the assets and liabilities of its Firm-sponsored credit card securitization trusts, Firm-administered multi-seller conduits and certain other consumer securitization entities, primarily mortgage-related. Excluding the impact of the adoption of the new accounting guidance, loans decreased due to the Washington Mutual credit card portfolio runoff; the decline in lower-yielding promotional credit card balances; continued runoff of the residential real estate portfolios; net repayments and loan sales in IB; and net charge-offs.
The allowance for loan losses increased, largely due to the impact of new consolidation guidance related to VIEs that required the Firm to consolidate the assets and liabilities of its Firm-sponsored credit card securitization trusts. Excluding the effect of the new consolidation guidance, the allowance decreased, as a result of reductions of $2.7

54


Table of Contents

billion and $2.2 billion in the consumer and wholesale allowances, respectively. The consumer allowance decreased, largely as a result of lower estimated losses, primarily related to improved delinquency trends, as well as lower levels of loans. The wholesale allowance decreased due primarily to repayments and loan sales. For a more detailed discussion of the adoption of the new consolidation guidance, see Notes 1, 14 and 15 on pages 112–113, 154–155 and 155–167, respectively, of this Form 10-Q. For a more detailed discussion of the loan portfolio and the allowance for loan losses, refer to Credit Portfolio on pages 70–98 and Notes 3, 4, 13 and 14 on pages 114–128, 129–131, 149–154 and 154–155, respectively, of this Form 10-Q.
Accrued interest and accounts receivable
Accrued interest and accounts receivable decreased, due to the elimination of retained securitization interests upon the adoption of the new consolidation guidance that resulted in the consolidation of Firm-sponsored credit card securitization trusts. This decrease was offset partially by higher customer receivables in IB’s Prime Services business due to increased client activity. For a more detailed discussion of the adoption of the new consolidated guidance, see Notes 1 and 15 on pages 112–113 and 155–167, respectively, of this Form 10-Q.
Goodwill
Goodwill increased, largely due to the July 1, 2010, acquisition of RBS Sempra Commodities’ global oil, global metals and European power and gas businesses by IB. For additional information on goodwill, see Note 16 on pages 167–170 of this Form 10-Q.
Mortgage servicing rights
MSRs decreased, predominantly due to a significant decline in market interest rates during the first nine months of 2010, as well as servicing portfolio runoff. The decrease was partially offset by an increase related to sales in RFS of originated loans for which servicing rights were retained. For additional information on MSRs, see Note 16 on pages 167–170 of this Form 10-Q.
Other intangible assets
Other intangible assets decreased, primarily as a result of amortization expense. For additional information on other intangible assets, see Note 16 on pages 167–170 of this Form 10-Q.
Deposits
Deposits decreased, reflecting a decline associated with wholesale funding activities due to the Firm’s lower funding needs, and the normalization of TSS deposit levels from year-end inflows. These factors were offset partially by net inflows from existing customers and new business in CB, RFS and AM. For more information on deposits, refer to the RFS and AM segment discussions on pages 25–35 and 47–51, respectively; the Liquidity Risk Management discussion on pages 66–70; and Note 17 on page 171 of this Form 10-Q. For more information on wholesale liability balances, including deposits, refer to the CB and TSS segment discussions on pages 41–43 and 44–46, respectively, of this Form 10-Q.
Federal funds purchased and securities loaned or sold under repurchase agreements
Securities sold under repurchase agreements increased, largely associated with an increase in securities purchased under resale agreement activity levels in IB. For additional information on the Firm’s Liquidity Risk Management, see pages 66–70 of this Form 10-Q.
Commercial paper and other borrowed funds
Commercial paper and other borrowed funds, which includes advances from Federal Home Loan Banks (“FHLBs”), decreased due to lower funding requirements. For additional information on the Firm’s Liquidity Risk Management and other borrowed funds, see pages 66–70, and Note 18 on page 171 of this Form 10-Q.
Beneficial interests issued by consolidated VIEs
Beneficial interests issued by consolidated VIEs increased, predominantly due to the adoption of the new consolidation guidance related to VIEs, partially offset by maturities of $21.8 billion related to Firm-sponsored credit card securitization trusts. For additional information on Firm-administered VIEs and loan securitization trusts, see Note 15 on pages 155–167 of this Form 10-Q.
Long-term debt
Long-term debt decreased, predominantly due to maturities and redemptions, partially offset by new issuances. For additional information on the Firm’s long-term debt activities, see the Liquidity Risk Management discussion on pages 66–70 of this Form 10-Q.

55


Table of Contents

Stockholders’ equity
Total stockholders’ equity increased, due to net income; a net increase in AOCI, due primarily to the narrowing of spreads on commercial and non-agency mortgage-backed securities, as well as on collateralized loan obligations; and increased market value on pass-through mortgage-backed securities. The increase in stockholders’ equity was partially offset by the impact of the adoption of the new consolidation guidance related to VIEs, which resulted in a reduction of $4.5 billion, driven by the establishment of an allowance for loan losses of $7.5 billion (pretax) related to receivables predominantly held in credit card securitization trusts that were consolidated at the adoption date. Also partially offsetting the increase were stock repurchases; the purchase of the remaining interest in a consolidated subsidiary from noncontrolling shareholders; and the declaration of cash dividends on common and preferred stock. For a more detailed discussion of the adoption of new consolidated guidance related to VIEs, see Notes 1 and 15 on pages 112-113 and 155-167, respectively, of this Form 10-Q. For information about the impact of the adoption of new guidance related to embedded credit derivatives, see Note 5 on pages 132-140 of this Form 10-Q.
OFF-BALANCE SHEET ARRANGEMENTS
JPMorgan Chase is involved with several types of off-balance sheet arrangements, including through special-purpose entities (“SPEs”), which are a type of VIE, and through lending-related financial instruments (e.g., commitments and guarantees). For further discussion, see Off-Balance Sheet Arrangements and Contractual Cash Obligations on pages 78-81 of JPMorgan Chase’s 2009 Annual Report.
Special-purpose entities
SPEs are the most common type of VIE, used in securitization transactions in order to isolate certain assets and distribute the cash flows from those assets to investors. As a result of new accounting guidance, certain VIEs were consolidated on to the Firm’s Consolidated Balance Sheets effective January 1, 2010. Nevertheless, SPEs continue to be an important part of the financial markets, including the mortgage- and asset-backed securities and commercial paper markets, as they provide market liquidity by facilitating investors’ access to specific portfolios of assets and risks. The Firm holds capital, as deemed appropriate, against all SPE-related transactions and related exposures, such as derivative transactions and lending-related commitments and guarantees. For further information on the Firm’s involvement with SPEs, see Note 1 on pages 112-113 and Note 15 on pages 155-167 of this Form 10-Q; and Note 1 on pages 142-143, Note 15 on pages 198-205 and Note 16 on pages 206-214 of JPMorgan Chase’s 2009 Annual Report.
The Firm has no commitments to issue its own stock to support any SPE transaction, and its policies require that transactions with SPEs be conducted at arm’s length and reflect market pricing. Consistent with this policy, no JPMorgan Chase employee is permitted to invest in SPEs with which the Firm is involved where such investment would violate the Firm’s Code of Conduct. These rules prohibit employees from self-dealing and acting on behalf of the Firm in transactions with which they or their family have any significant financial interest.
Implications of a credit rating downgrade to JPMorgan Chase Bank, N.A.
For certain liquidity commitments to SPEs, the Firm could be required to provide funding if the short-term credit rating of JPMorgan Chase Bank, N.A. were downgraded below specific levels, primarily “P-1,” “A-1” and “F1” for Moody’s, Standard & Poor’s and Fitch, respectively. The aggregate amount of these liquidity commitments, to both consolidated and nonconsolidated SPEs, were $35.2 billion and $34.2 billion at September 30, 2010, and December 31, 2009, respectively. Alternatively, if JPMorgan Chase Bank, N.A. were downgraded, the Firm could be replaced by another liquidity provider in lieu of providing funding under the liquidity commitment or, in certain circumstances, the Firm could facilitate the sale or refinancing of the assets in the SPE in order to provide liquidity.
Special-purpose entities revenue
The following table summarizes certain revenue information related to consolidated and nonconsolidated VIEs with which the Firm has significant involvement. The revenue reported in the table below primarily represents contractual servicing and credit fee income (i.e., income from acting as administrator, structurer or liquidity provider). It does not include MTM gains and losses from changes in the fair value of trading positions (such as derivative transactions) entered into with VIEs. Those gains and losses are recorded in principal transactions revenue.
                                 
Revenue from VIEs and securitization entities Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Multi-seller conduits
 $44  $120  $171  $376 
Investor intermediation
  12   10   37   24 
Other securitization entities(a)
  478   631   1,566   1,885 
 
Total
 $534  $761  $1,774  $2,285 
 
(a) Excludes servicing revenue from loans sold to and securitized by third parties.

56


Table of Contents

Loan modifications
The Firm modifies loans that it services, including loans that were sold to off-balance sheet SPEs, pursuant to the U.S. Treasury’s Making Home Affordable (“MHA”) programs and the Firm’s other loss-mitigation programs. During the three and nine months ended September 30, 2010, for both the Firm’s on-balance sheet loans and loans serviced for others, mortgage modifications of approximately 95,000 and 378,000, respectively, were offered to borrowers; and permanent mortgage modifications of more than 47,000 and 171,000, respectively, were approved. See Consumer Credit Portfolio on pages 82-94 of this Form 10-Q for more details on these loan modifications.
Off-balance sheet lending-related financial instruments, guarantees and other commitments
JPMorgan Chase uses lending-related financial instruments (e.g., commitments and guarantees) to meet the financing needs of its customers. The contractual amount of these financial instruments represents the maximum possible credit risk should the counterparty draw upon the commitment or the Firm be required to fulfill its obligation under the guarantee, and the counterparty subsequently fail to perform according to the terms of the contract. These commitments and guarantees often expire without being drawn, and even higher proportions expire without a default. As a result, the total contractual amount of these instruments is not, in the Firm’s view, representative of its actual future credit exposure or funding requirements. For further discussion of lending-related commitments and guarantees and the Firm’s accounting for them, see Lending-related commitments on page 80 and Note 22 on pages 174-178 of this Form 10-Q; and Lending-related commitments on page 105 and Note 31 on pages 230-234 of JPMorgan Chase’s 2009 Annual Report.
The following table presents, as of September 30, 2010, the amounts by contractual maturity of off-balance sheet lending-related financial instruments, guarantees and other commitments. The amounts in the table for credit card and home equity lending-related commitments represent the total available credit for these products. The Firm has not experienced, and does not anticipate, that all available lines of credit for these products would be utilized at the same time. The Firm can reduce or cancel these lines of credit by providing the borrower prior notice or, in some cases, without notice as permitted by law. The table excludes certain guarantees that do not have a contractual maturity date (e.g., loan sale and securitization-related indemnifications). For further discussion, see discussion of repurchase liability below and Note 22 on pages 174-178 of this Form 10-Q, and Note 31 on pages 230-234 of JPMorgan Chase’s 2009 Annual Report.
Off—balance sheet lending-related financial instruments, guarantees and other commitments
                         
  September 30, 2010 Dec. 31, 2009
          Due after      
      Due after 3 years      
By remaining maturity Due in 1 year 1 year through through Due after    
(in millions) or less 3 years 5 years 5 years Total Total
 
Lending-related
                        
Consumer:
                        
Home equity — senior lien
 $527  $2,649  $6,116  $8,664  $17,956  $19,246 
Home equity — junior lien
  930   6,520   11,429   13,578   32,457   37,231 
Prime mortgage
  1,487            1,487   1,654 
Subprime mortgage
                  
Option ARMs
                  
Auto loans
  5,731   152   9      5,892   5,467 
Credit card
  547,195            547,195   569,113 
All other loans
  9,164   257   99   963   10,483   11,229 
 
Total consumer
 $565,034  $9,578  $17,653  $23,205  $615,470  $643,940 
 
Wholesale:
                        
Other unfunded commitments to extend credit(a)(b)
  64,711   104,357   25,193   4,326   198,587   192,145 
Asset purchase agreements(b)
                 22,685 
Standby letters of credit and other financial guarantees(a)(c)(d)
  26,121   47,561   14,637   4,736   93,055   91,485 
Unused advised lines of credit
  35,932   4,389   78   199   40,598   35,673 
Other letters of credit(a)(d)
  3,646   2,254   472      6,372   5,167 
 
Total wholesale
  130,410   158,561   40,380   9,261   338,612   347,155 
 
Total lending-related
 $695,444  $168,139  $58,033  $32,466  $954,082  $991,095 
 
Other guarantees and commitments
                        
Securities lending guarantees(e)
 $183,715  $  $  $  $183,715  $170,777 
Derivatives qualifying as guarantees(f)
  5,008   909   40,364   27,796   74,077   87,191 
Unsettled reverse repurchase and securities borrowing agreements(g)
  63,806            63,806   48,187 
Equity investment commitments(h)
  1,234   6   33   1,012   2,285   2,374 
Building purchase commitment(i)
  670            670   670 
 

57


Table of Contents

(a) At September 30, 2010, and December 31, 2009, represents the contractual amount net of risk participations totaling $546 million and $643 million, respectively, for other unfunded commitments to extend credit; $23.2 billion and $24.6 billion, respectively, for standby letters of credit and other financial guarantees; and $890 million and $690 million, respectively, for other letters of credit. In regulatory filings with the Federal Reserve these commitments are shown gross of risk participations.
 
(b) Upon the adoption of the new consolidation guidance related to VIEs, $24.2 billion of lending-related commitments between the Firm and Firm-administered multi-seller conduits were eliminated upon consolidation. The decrease in lending-related commitments was partially offset by the addition of $6.5 billion of unfunded commitments directly between the multi-seller conduits and clients; these unfunded commitments of the consolidated conduits are now included as off-balance sheet lending-related commitments of the Firm.
 
(c) At September 30, 2010, and December 31, 2009, includes unissued standby letters of credit commitments of $40.9 billion and $38.4 billion, respectively.
 
(d) At September 30, 2010, and December 31, 2009, JPMorgan Chase held collateral relating to $36.0 billion and $31.5 billion, respectively, of standby letters of credit; and $2.4 billion and $1.3 billion, respectively, of other letters of credit.
 
(e) At September 30, 2010, and December 31, 2009, collateral held by the Firm in support of securities lending indemnification agreements totaled $185.7 billion and $173.2 billion, respectively. Securities lending collateral comprises primarily cash and securities issued by governments that are members of the Organisation for Economic Co-operation and Development (“OECD”) and U.S. government agencies.
 
(f) Represents notional amounts of derivatives qualifying as guarantees.
 
(g) For further information, refer to Unsettled reverse repurchase and securities borrowing agreements in Note 22 on page 177 of this Form 10-Q.
 
(h) At September 30, 2010, and December 31, 2009, includes unfunded commitments of $1.1 billion and $1.5 billion, respectively, to third-party private equity funds; and $1.2 billion and $897 million, respectively, to other equity investments. These commitments include $1.0 billion and $1.5 billion, respectively, related to investments that are generally fair valued at net asset value as discussed in Note 3 on pages 114-128 of this Form 10-Q.
 
(i) For further information refer to Building purchase commitment in Note 22 on page 178 of this Form 10-Q.
Repurchase liability
In connection with the Firm’s loan sale and securitization activities with Fannie Mae and Freddie Mac (the “GSEs”) and other loan sale and private-label securitization transactions, the Firm has made representations and warranties that the loans sold meet certain requirements. For transactions with the GSEs, these representations include type of collateral, underwriting standards, validity of certain borrower representations in connection with the loan, that primary mortgage insurance is in force for any mortgage loan with a loan-to-value ratio (“LTV”) greater than 80%, and the use of the GSEs’ standard legal documentation. The Firm may be, and has been, required to repurchase loans and/or indemnify the GSEs and other investors for losses due to material breaches of these representations and warranties; however, predominantly all of the repurchase demands received by the Firm and the Firm’s losses realized to date are related to loans sold to the GSEs.
To date, the repurchase demands the Firm has received from the GSEs primarily relate to loans originated from 2005 to 2008. Demands against the pre-2005 and post-2008 vintages have not been significant; the Firm attributes this to the comparatively favorable credit performance of these vintages and to the enhanced underwriting and loan qualification standards implemented progressively during 2007 and 2008. From 2005 to 2008, excluding Washington Mutual, loans sold to the GSEs subject to representations and warranties for which the Firm may be liable were approximately $380 billion; this amount represents the principal amount of loans sold throughout 2005 to 2008 and has not been adjusted for subsequent activity, such as borrower repayments of principal or repurchases completed to date. See the discussion below for information concerning the process the Firm uses to evaluate repurchase demands for breaches of representations and warranties, and the Firm’s estimate of probable losses related to such exposure.
From 2005 to 2008, Washington Mutual sold approximately $150 billion of loans to the GSEs subject to certain representations and warranties. Subsequent to the Firm’s acquisition of certain assets and liabilities of Washington Mutual from the FDIC in September 2008, the Firm resolved and/or limited certain current and future repurchase demands for loans sold to the GSEs by Washington Mutual, although it remains the Firm’s position that such obligations remain with the FDIC receivership. Nevertheless, certain payments have been made with respect to certain of the then current and future repurchase demands, and the Firm will continue to evaluate and pay certain future repurchase demands related to individual loans. In addition to the payments already made, the Firm has a remaining repurchase liability of approximately $250 million as of September 30, 2010, relating to unresolved and future demands on the Washington Mutual portfolio. After consideration of this repurchase liability, the Firm believes that the remaining GSE repurchase exposure related to the Washington Mutual portfolio presents minimal future risk to the Firm’s financial results.
The Firm also sells loans in securitization transactions with Ginnie Mae; these loans are typically insured by the Federal Housing Administration (“FHA”) or the Rural Housing Administration (“RHA”) and/or guaranteed by the U.S. Department of Veterans Affairs (“VA”). The Firm, in its role as servicer, may elect to repurchase delinquent loans securitized by Ginnie Mae in accordance with guidelines prescribed by Ginnie Mae, FHA, RHA and VA. Amounts due under the terms of these loans continue to be insured and the reimbursement of insured amounts is proceeding normally. Accordingly, the Firm has not recorded any repurchase liability related to these loans.
From 2005 to 2008, the Firm and certain acquired entities sold or deposited approximately $450 billion of residential mortgage loans to securitization trusts in private-label securitizations they sponsored and, in connection therewith, made certain representations and warranties related to these loans. While the terms of the transactions vary, they generally differ from loan sales to GSEs in that, among other things: (i) in order to direct the trustee to investigate loan files, the security holders must make a formal request for the trustee to do so, and typically, this requires agreement of the holders of a specified percentage of the outstanding securities; (ii) generally, the mortgage loans are not required to meet all GSE eligibility criteria; and (iii) in many cases, the party demanding repurchase is required to demonstrate that a loan-level breach of a representation or warranty has materially and adversely affected the value of the loan. To date, loan-level repurchase demands in private-label securitizations have been limited. As a result, the Firm’s repurchase reserve primarily relates to loan sales to the GSEs and is predominantly derived from repurchase activity with the GSEs. While it is possible that the volume of repurchase demands in private-label securitizations will increase in the future, the Firm cannot offer a reasonable estimate of those future demands based on historical experience to date. In addition, with respect to private-label securitizations originated by Washington Mutual, it is the Firm’s position that such repurchase obligations remain with the FDIC receivership. Thus far, claims related to private-label securitizations (including from insurers that have guaranteed certain obligations of the securitization trusts) have generally manifested themselves through securities-related litigation. Reference is made to Part II, Item 1, Legal Proceedings, “Mortgage-Backed Securities Litigation and Regulatory Investigations.” The Firm separately evaluates its exposure to such litigation in establishing its litigation reserves.

58


Table of Contents

Repurchase Demand Process
The Firm first becomes aware that a GSE is evaluating a particular loan for repurchase when the Firm receives a request from the GSE to review the underlying loan file (“file request”). Upon completing its review, the GSE may submit a repurchase demand to the Firm; historically, most file requests have not resulted in repurchase demands.
The primary reasons for repurchase demands from the GSEs relate to alleged misrepresentations primarily driven by: (i) credit quality and/or undisclosed debt of the borrower; (ii) income level and/or employment status of the borrower; and (iii) appraised value of collateral. Ineligibility of the borrower for the particular product, mortgage insurance rescissions and missing documentation are other reasons for repurchase demands. Beginning in 2009, mortgage insurers more frequently rescinded mortgage insurance coverage. The successful rescission of mortgage insurance typically results in a violation of representations and warranties made to the GSEs and, therefore, has been a significant cause of repurchase demands from the GSEs. The Firm actively reviews all rescission notices from mortgage insurers and appeals them when appropriate.
As soon as practicable after receiving a repurchase demand from a GSE, the Firm evaluates the request and takes appropriate actions based on the nature of the repurchase demand. Loan-level appeals with the GSEs are typical and the Firm seeks to provide a final response to a repurchase demand within three to four months of the date of receipt. In many cases, the Firm ultimately is not required to repurchase a loan because it is able to resolve the purported defect. Although repurchase demands may be made for as long as the loan is outstanding, most repurchase demands from the GSEs historically have related to loans that became delinquent in the first 24 months following origination.
When the Firm accepts a repurchase demand from one of the GSEs, the Firm may either a) repurchase the loan or the underlying collateral from the GSE at the unpaid principal balance of the loan plus accrued interest, or b) reimburse the GSE for its realized loss on a liquidated property (a “make-whole” payment).
Estimated Repurchase Liability
To estimate the Firm’s repurchase liability arising from breaches of representations and warranties, the Firm considers:
(i) the level of current unresolved repurchase demands and mortgage insurance recission notices,
 
(ii) estimated probable future repurchase demands considering historical experience,
 
(iii) the ability of the Firm to cure the defects identified in the repurchase demands (“cure rate”),
 
(iv) the severity of loss upon repurchase of the loan or collateral, make-whole settlement, or indemnification,
 
(v) the Firm’s ability to recover its losses from third-party originators, and
 
(vi) the terms of agreements with certain mortgage insurers and other parties.
Based on these factors, the Firm has recognized a repurchase liability of $3.3 billion and $1.7 billion, including the Washington Mutual liability described above, as of September 30, 2010, and December 31, 2009, respectively.
The following table provides information about outstanding repurchase demands and mortgage insurance rescission notices, excluding those related to Washington Mutual, at each of the past five quarter-end dates.
Outstanding repurchase demands and mortgage insurance rescission notices by counterparty type
                     
  September 30,  June 30,  March 31,  December 31,  September 30, 
(in millions) 2010  2010  2010  2009  2009 
 
GSEs and other
 $1,063  $1,331  $1,358  $1,339  $1,132 
Mortgage insurers
  556   998   1,090   865   626 
Overlapping population (a)
  (69)  (220)  (232)  (169)  (99)
 
Total
 $1,550  $2,109  $2,216  $2,035  $1,659 
 
(a) Because the GSEs may make repurchase demands based on mortgage insurance rescission notices that remain unresolved, certain loans may be subject to both an unresolved mortgage insurance rescission notice and an unresolved repurchase demand.

59


Table of Contents

Probable future repurchase demands are generally estimated based upon loans that are or ever have been 90 days past due. The Firm estimates probable future repurchase demands by considering the unpaid principal balance of these delinquent loans, the Firm’s estimates of the typical lag time between delinquency and repurchase demand and the age of the loan when it first became delinquent. During the third quarter, the Firm experienced a sustained trend of increased file requests and repurchase demands from the GSEs across most vintages, including the 2005-2008 vintages, in spite of improved delinquency statistics and the aging of the 2005-2008 vintages. File requests from the GSEs, excluding those related to Washington Mutual, and other investors declined by 29% between the second and third quarters of 2009 and remained relatively stable through the fourth quarter of 2009. After this period of decline and relative stability, file requests from the GSEs and private investors then experienced quarterly increases of 5%, 18% and 15% in the first, second and third quarters of 2010, respectively.
The Firm expects that this change in GSE behavior will alter the historical relationship between delinquency and repurchase demands. To consider these changing trends, in the third quarter the Firm refined its estimate of probable future demands by separately forecasting near-term repurchase demands (using outstanding file requests) and longer-term repurchase demands (considering loans for which no file request has yet been received). The Firm believes that this refined estimation process produces a better estimate of probable future repurchase demands since it directly incorporates the Firm’s file request experience and will better reflect emerging trends in those requests, as well as the relationship between file requests and ultimate repurchase demands. This refinement resulted in a higher estimated amount of probable future demands from the GSEs, and this revised future demand assumption was the primary driver of the $1.0 billion increase in the Firm’s repurchase liability in the third quarter of 2010.
The following tables show the trend in repurchase demands and mortgage insurance rescission notices received by loan origination vintage, excluding those related to Washington Mutual, for the past five quarters.
Quarterly repurchase demands received by loan origination vintage
                     
  September 30,  June 30,  March 31,  December 31,  September 30, 
(in millions) 2010  2010  2010  2009  2009 
 
Pre-2005
 $31  $35  $16  $12  $26 
2005
  67   94   50   40   48 
2006
  185   234   189   166   159 
2007
  498   521   403   425   378 
2008
  191   186   98   157   102 
Post-2008
  46   53   20   26   12 
 
Total repurchase demands received
 $1,018  $1,123  $776  $826  $725 
 
Quarterly mortgage insurance rescission notices received by loan origination vintage
                     
  September 30,  June 30,  March 31,  December 31,  September 30, 
(in millions) 2010  2010  2010  2009  2009 
 
Pre-2005
 $4  $4  $2  $3  $1 
2005
  5   7   18   22   13 
2006
  39   39   57   50   39 
2007
  105   155   203   221   218 
2008
  44   52   60   69   62 
Post-2008
               
 
Total mortgage insurance rescissions received(a)
 $197  $257  $340  $365  $333 
 
(a) Mortgage insurance rescissions may ultimately result in a repurchase demand from the GSEs on a lagged basis. This table includes mortgage insurance rescissions where the GSEs have also issued a repurchase demand.
Because the Firm has demonstrated an ability to cure certain types of defects more frequently than others (e.g., missing documents), trends in the types of defects identified as well as the Firm’s historical data are considered in estimating the future cure rate. During 2010, the Firm’s overall cure rate, excluding Washington Mutual, has been approximately 50%. While the actual cure rate may vary from quarter to quarter, the Firm expects that the overall cure rate will remain in the 40-50% range for the foreseeable future.
The Firm has not observed a direct relationship between the type of defect that causes the breach of representations and warranties and the severity of the realized loss. Therefore, the loss severity assumption is estimated using the Firm’s historical experience and projections regarding home price appreciation. Actual loss severities on finalized repurchases and “make-whole” settlements, excluding any related to Washington Mutual, currently average approximately 50%, but may vary from quarter to quarter based on the characteristics of the underlying loans and changes in home prices.

60


Table of Contents

When a loan was originated by a third-party correspondent, the Firm typically has the right to seek a recovery of related repurchase losses from the correspondent originator. Correspondent-originated loans comprise approximately 40% of loans underlying outstanding repurchase demands, excluding those related to Washington Mutual. The Firm experienced a decrease in third-party recoveries from late 2009 into 2010. However, the actual third-party recovery rate may vary from quarter to quarter based upon the underlying mix of correspondents (e.g., active, inactive, out-of-business originators) from which recoveries are being sought.
The Firm is engaged in discussions with various mortgage insurers on their rights and practices related to rescinding mortgage insurance coverage. The Firm has entered into agreements with two mortgage insurers to make processes more efficient and reduce exposure on claims on certain portfolios for which the Firm is a servicer. The impact of these agreements is reflected in the repurchase liability and the disclosed outstanding mortgage insurance rescission notices as of September 30, 2010.
Substantially all of the estimates and assumptions underlying the Firm’s established methodology for computing its recorded repurchase liability-including the amount of probable future demands from purchasers (which is in part based on the historical experience), the ability of the Firm to cure identified defects, the severity of loss upon repurchase or foreclosure and recoveries from third parties-require application of a significant level of management judgment. Estimating the repurchase liability is further complicated by limited and rapidly changing historical data and uncertainty surrounding numerous external factors, including: (i) economic factors (e.g., further declines in home prices and changes in borrower behavior may lead to increases in the number of defaults, the severity of losses, or both), and (ii) the level of future demands, which is dependent, in part, on actions taken by third parties, such as the GSEs and mortgage insurers. While the Firm uses the best information available to it in estimating its repurchase liability, the estimation process is inherently uncertain, imprecise and potentially volatile as additional information is obtained and external factors continue to evolve. An assumed simultaneous 10% adverse change in the assumptions noted above would increase the repurchase liability as of September 30, 2010, by approximately $820 million. This estimate is based on a hypothetical scenario and is intended to provide an indication of the impact on the estimated repurchase liability of significant and simultaneous adverse changes in the key underlying assumptions. Actual changes in these assumptions may not occur at the same time or to the same degree, or improvement in one factor may offset deterioration in another.
The following table summarizes the change in the repurchase liability for each of the periods presented.
Summary of changes in repurchase liability
                 
  Three months ended September 30,  Nine months ended September 30,
(in millions) 2010  2009  2010  2009 
 
Repurchase liability at beginning of period
 $2,332  $756  $1,705  $1,093 
Realized losses(a)
  (489)  (224)  (1,052)  (1,111)(b)
Provision for repurchase losses
  1,464   570   2,654   1,120 
 
Repurchase liability at end of period
 $3,307(c) $1,102  $3,307(c) $1,102 
 
(a) Includes principal losses and accrued interest on repurchased loans, “make-whole” settlements, settlements with claimants, and certain related expenses. Make-whole settlements were $225 million and $81 million for the three months ended September 30, 2010 and 2009, and $480 million and $206 million for the nine months ended September 30, 2010 and 2009, respectively.
 
(b) Includes the Firm’s resolution of certain current and future repurchase demands for certain loans sold by Washington Mutual. The unpaid principal balance of loans related to this resolution is not included in the table below, which summarizes the unpaid principal balance of repurchased loans.
 
(c) Includes $250 million at September 30, 2010, related to future demands on loans sold by Washington Mutual to the GSEs.
The following table summarizes the total unpaid principal balance of repurchases during the periods indicated.
Unpaid principal balance of loan repurchases(a)
                 
  Three months ended September 30,  Nine months ended September 30,
(in millions) 2010  2009  2010  2009 
 
Ginnie Mae(b)
 $2,064  $2,441  $7,304  $4,555 
GSEs and other(c)
  452   255   1,289   753 
 
Total
 $2,516  $2,696  $8,593  $5,308 
 
(a) Excludes mortgage insurers. While the rescission of mortgage insurance may ultimately trigger a repurchase demand, the mortgage insurers themselves do not present repurchase demands to the Firm.
(b) In substantially all cases, these repurchases represent the Firm’s voluntary repurchase of certain delinquent loans from loan pools or packages as permitted by Ginnie Mae guidelines (i.e., they do not result from repurchase demands due to breaches of representations and warranties). In certain cases, the Firm repurchases these delinquent loans as it continues to service them and/or manage the foreclosure process in accordance with applicable requirements of Ginnie Mae, the FHA, RHA and/or the VA.
 
(c) Predominantly all of the repurchases related to GSEs.
Nonperforming loans held-for-investment included $317 million and $218 million at September 30, 2010, and December 31, 2009, respectively, of loans repurchased as a result of breaches of representations and warranties.

61


Table of Contents

CAPITAL MANAGEMENT
The following discussion of JPMorgan Chase’s capital management highlights developments since December 31, 2009, and should be read in conjunction with Capital Management on pages 82-85 of JPMorgan Chase’s 2009 Annual Report.
The Firm’s capital management objectives are to hold capital sufficient to:
 cover all material risks underlying the Firm’s business activities;
 
 maintain “well-capitalized” status under regulatory requirements;
 
 achieve debt rating targets;
 
 remain flexible to take advantage of future investment opportunities; and
 
 build and invest in businesses, even in a highly stressed environment.
Regulatory capital
The Federal Reserve establishes capital requirements, including well-capitalized standards for the consolidated financial holding company. The Office of the Comptroller of the Currency (“OCC”) establishes similar capital requirements and standards for the Firm’s national banks, including JPMorgan Chase Bank, N.A. and Chase Bank USA, N.A. As of September 30, 2010, and December 31, 2009, JPMorgan Chase and all of its banking subsidiaries were well-capitalized and met all capital requirements to which each was subject.
The following table presents the regulatory capital, assets and risk-based capital ratios for JPMorgan Chase and its significant banking subsidiaries at September 30, 2010, and December 31, 2009. These amounts are determined in accordance with regulations issued by the Federal Reserve and/or OCC.
                                 
  JPMorgan Chase & Co.(i) JPMorgan Chase Bank, N.A.(i) Chase Bank USA, N.A.(i)    
                          Well- Minimum
(in millions, Sept. 30, Dec. 31, Sept. 30, Dec. 31, Sept. 30, Dec. 31, capitalized capital
except ratios) 2010 2009 2010 2009 2010 2009 ratios(k) ratios(k)
 
Regulatory capital
                                
Tier 1(a)
 $139,381  $132,971  $98,740  $96,372  $12,513  $15,534         
Total
  180,740   177,073   137,745   136,646   16,244   19,198         
Tier 1 common(b)
  110,842   105,284   97,983   95,353   12,513   15,534         
Assets
                                
Risk-weighted(c)(d)
  1,170,158(j)  1,198,006   965,328(j)  1,011,995   118,146(j)  114,693         
Adjusted average(e)
  1,975,479(j)  1,933,767   1,577,343(j)  1,609,081   123,366(j)  74,087         
Capital ratios
                                
Tier 1(a)(f)
  11.9%(j)  11.1%  10.2%(j)  9.5%  10.6%(j)  13.5%  6.0%  4.0%
Total(g)
  15.4   14.8   14.3   13.5   13.7   16.7   10.0   8.0 
Tier 1 leverage(h)
  7.1   6.9   6.3   6.0   10.1   21.0   5.0(l)  3.0(m)
Tier 1 common(b)
  9.5   8.8   10.2   9.4   10.6   13.5  NA NA
 
(a) At September 30, 2010, for JPMorgan Chase and JPMorgan Chase Bank, N.A., trust preferred capital debt securities were $20.6 billion and $600 million, respectively. If these securities were excluded from the calculation at September 30, 2010, Tier 1 capital would be $118.8 billion and $98.1 billion, respectively, and the Tier 1 capital ratio would be 10.2% for both. At September 30, 2010, Chase Bank USA, N.A. had no trust preferred capital debt securities.
 
(b) Tier 1 common ratio is Tier 1 common divided by risk-weighted assets. Tier 1 common is defined as Tier 1 capital less elements of capital not in the form of common equity — such as perpetual preferred stock, noncontrolling interests in subsidiaries and trust preferred capital debt securities. Tier 1 common, a non-GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the quality and composition of the Firm’s capital with the capital of other financial services companies. The Firm uses Tier 1 common along with the other capital measures to assess and monitor its capital position.
 
(c) Risk-weighted assets consist of on- and off-balance sheet assets that are assigned to one of several broad risk categories and weighted by factors representing their risk and potential for default. On-balance sheet assets are risk-weighted based on the perceived credit risk associated with the obligor or counterparty, the nature of any collateral, and the guarantor, if any. Off-balance sheet assets such as lending-related commitments, guarantees, derivatives and other applicable off-balance sheet positions are risk-weighted by multiplying the contractual amount by the appropriate credit conversion factor to determine the on-balance sheet credit-equivalent amount, which is then risk-weighted based on the same factors used for on-balance sheet assets. Risk-weighted assets also incorporate a measure for the market risk related to applicable trading assets-debt and equity instruments, and foreign exchange and commodity derivatives. The resulting risk-weighted values for each of the risk categories are then aggregated to determine total risk-weighted assets.
 
(d) Includes off-balance sheet risk-weighted assets at September 30, 2010, of $287.2 billion, $273.7 billion and $39 million, respectively, for JPMorgan Chase, JPMorgan Chase Bank, N.A. and Chase Bank USA, N.A., and at December 31, 2009, of $367.4 billion, $312.3 billion and $49.9 billion, respectively.
 
(e) Adjusted average assets, for purposes of calculating the leverage ratio, include total quarterly average assets adjusted for unrealized gains/(losses) on securities, less deductions for disallowed goodwill and other intangible assets, investments in certain subsidiaries, and the total adjusted carrying value of nonfinancial equity investments that are subject to deductions from Tier 1 capital.
 
(f) Tier 1 capital ratio is Tier 1 capital divided by risk-weighted assets. Tier 1 capital consists of common stockholders’ equity, perpetual preferred stock, noncontrolling interests in subsidiaries and trust preferred capital debt securities, less goodwill and certain other adjustments.
 
(g) Total capital ratio is Total capital divided by risk-weighted assets. Total capital is Tier 1 capital plus Tier 2 capital. Tier 2 capital consists of preferred stock not qualifying as Tier 1, subordinated long-term debt and other instruments qualifying as Tier 2, and the aggregate allowance for credit losses up to a certain percentage of risk-weighted assets.
 
(h) Tier 1 leverage ratio is Tier 1 capital divided by adjusted quarterly average assets.

62


Table of Contents

(i) Asset and capital amounts for JPMorgan Chase’s banking subsidiaries reflect intercompany transactions; whereas the respective amounts for JPMorgan Chase reflect the elimination of intercompany transactions.
 
(j) Effective January 1, 2010, the Firm adopted new guidance that amended the accounting for the consolidation of VIEs, which resulted in a decrease in the Tier 1 capital ratio of 34 basis points. See Note 15 on pages 155-167 of this Form 10-Q for further information.
 
(k) As defined by the regulations issued by the Federal Reserve, OCC and FDIC.
 
(l) Represents requirements for banking subsidiaries pursuant to regulations issued under the FDIC Improvement Act. There is no Tier 1 leverage component in the definition of a well-capitalized bank holding company.
 
(m) The minimum Tier 1 leverage ratio for bank holding companies and banks is 3% or 4%, depending on factors specified in regulations issued by the Federal Reserve and OCC.
 
Note: Rating agencies allow measures of capital to be adjusted upward for deferred tax liabilities which have resulted from both nontaxable business combinations and from tax-deductible goodwill. The Firm had deferred tax liabilities resulting from nontaxable business combinations of $690 million and $812 million at September 30, 2010, and December 31, 2009, respectively; and deferred tax liabilities resulting from tax-deductible goodwill of $2.0 billion and $1.7 billion at September 30, 2010, and December 31, 2009, respectively.
A reconciliation of the Firm’s Total stockholders’ equity to Tier 1 common, Tier 1 capital and Total qualifying capital is presented in the table below:
         
Risk-based capital components and assets September 30, December 31,
(in millions) 2010 2009
 
Tier 1 capital
        
Tier 1 common:
        
Total stockholders’ equity
 $173,830  $165,365 
Less: Preferred stock
  7,800   8,152 
 
Common stockholders’ equity
  166,030   157,213 
Effect of certain items in accumulated other comprehensive income/(loss) excluded from Tier 1 common equity
  (2,916)  75 
Less: Goodwill(a)
  46,771   46,630 
Fair value DVA on derivative and structured note liabilities related to the Firm’s credit quality
  1,253   912 
Investments in certain subsidiaries and other
  1,168   802 
Other intangible assets
  3,080   3,660 
 
Tier 1 common
  110,842   105,284 
 
Preferred stock
  7,800   8,152 
Qualifying hybrid securities and noncontrolling interests(b)
  20,739   19,535 
 
Total Tier 1 capital
  139,381   132,971 
 
Tier 2 capital
        
Long-term debt and other instruments qualifying as Tier 2
  26,663   28,977 
Qualifying allowance for credit losses
  14,938   15,296 
Adjustment for investments in certain subsidiaries and other
  (242)  (171)
 
Total Tier 2 capital
  41,359   44,102 
 
Total qualifying capital
 $180,740  $177,073 
 
Risk-weighted assets
 $1,170,158  $1,198,006 
 
Total adjusted average assets
 $1,975,479  $1,933,767 
 
(a) Goodwill is net of any associated deferred tax liabilities.
 
(b) Primarily includes trust preferred capital debt securities of certain business trusts.
The Firm’s Tier 1 common capital was $110.8 billion at September 30, 2010, compared with $105.3 billion at December 31, 2009, an increase of $5.5 billion. The increase was predominantly due to net income (adjusted for DVA) of $12.2 billion and net issuances of common stock under the Firm’s employee stock-based compensation plans of $2.2 billion. The increase was partially offset by the $4.4 billion cumulative effect adjustment to retained earnings that resulted from the adoption of new consolidation guidance related to VIEs; $2.3 billion of repurchases of common stock; a $1.3 billion reduction in common stockholders’ equity related to the purchase of the remaining interest in a consolidated subsidiary from noncontrolling shareholders; and $1.1 billion of dividends on common and preferred stock. The Firm’s Tier 1 capital was $139.4 billion at September 30, 2010, compared with $133.0 billion at December 31, 2009, an increase of $6.4 billion. The increase in Tier 1 capital reflected the increase in Tier 1 common and an issuance of trust preferred capital debt securities, partially offset by the redemption of preferred stock. Additional information regarding the Firm’s capital ratios and the federal regulatory capital standards to which it is subject is presented in Note 29 on pages 228-229 of JPMorgan Chase’s 2009 Annual Report.

63


Table of Contents

Basel II
The minimum risk-based capital requirements adopted by the U.S. federal banking agencies follow the Capital Accord of the Basel Committee on Banking Supervision. In 2004, the Basel Committee published a revision to the Accord (“Basel II”). The goal of the Basel II Framework is to provide more risk-sensitive regulatory capital calculations and promote enhanced risk management practices among large, internationally active banking organizations. U.S. banking regulators published a final Basel II rule in December 2007, which requires JPMorgan Chase to implement Basel II at the holding company level, as well as at certain of its key U.S. bank subsidiaries.
Prior to full implementation of the Basel II Framework, JPMorgan Chase is required to complete a qualification period of four consecutive quarters during which it needs to demonstrate that it meets the requirements of the rule to the satisfaction of its primary U.S. banking regulators. The U.S. implementation timetable consists of the qualification period, starting no later than April 1, 2010, followed by a minimum transition period of three years. During the transition period, Basel II risk-based capital requirements cannot fall below certain floors based on current (“Basel l”) regulations. JPMorgan Chase is currently in the qualification period and expects to be in compliance with all relevant Basel II rules within the established timelines. In addition, the Firm has adopted, and will continue to adopt, based on various established timelines, Basel II rules in certain non-U.S. jurisdictions, as required.
Basel III
In addition to the Basel II Framework, the Basel Committee is developing further proposed revisions to the Capital Accord (Basel III), which include narrowing the definition of capital, increasing capital requirements for specific exposures, introducing short-term liquidity coverage and term funding standards, and establishing an international leverage ratio. In September 2010, the Basel Committee announced higher capital ratio requirements for banks under these proposed revisions which provide that the common equity requirement will be increased to 7%, comprised of a minimum of 4.5% plus a 2.5% capital conservation buffer. The Firm fully expects to be in compliance with the higher Basel III capital standards as announced by the Basel Committee when they become effective. If these revisions were adopted as currently proposed, the Firm currently estimates that they would, (when taken together with the changes for calculating capital on trading assets and securitizations and offsetting actions the Firm expects to occur) result in a reduction ranging from approximately 100 to 200 basis points in the Firm’s Basel I Tier 1 common ratio at September 30, 2010. As noted, this estimate includes the effect of actions which the Firm expects to occur before the proposed revisions become effective, such as anticipated reductions in certain types of investment and trading positions, and mortgage loan portfolio runoff. In addition, this estimate of the potential reduction in the Tier 1 common ratio reflects the Firm’s current understanding of the proposed revisions and their application to its businesses as currently conducted; accordingly, this estimate will evolve over time as the Firm’s businesses change and the requirements are finalized. If these revisions were adopted as currently proposed, the Firm also believes it would need to modify the current liquidity profile of its assets and liabilities to become more liquid in response to the proposed short-term liquidity coverage and term funding standards. The Firm will continue to monitor the ongoing rule-making process to assess both the timing and the impact of Basel III on its businesses and financial condition. The proposed revisions to the Capital Accord governing liquidity and capital requirements are subject to prolonged observation and transition periods. The observation period for the liquidity coverage ratio begins in 2011, with implementation in 2015. The transition period for banks to meet the revised common equity requirement will begin in 2013, with implementation in 2019.
Broker-dealer regulatory capital
JPMorgan Chase’s principal U.S. broker-dealer subsidiaries are J.P. Morgan Securities LLC (“JPMorgan Securities”), formerly J.P. Morgan Securities Inc., and J.P. Morgan Clearing Corp. J.P. Morgan Securities became a limited liability company on September 1, 2010. J.P. Morgan Clearing Corp. is a subsidiary of JPMorgan Securities and provides clearing and settlement services. JPMorgan Securities and J.P. Morgan Clearing Corp. are each subject to Rule 15c3-1 under the Securities Exchange Act of 1934 (the “Net Capital Rule”). JPMorgan Securities and J.P. Morgan Clearing Corp. are also registered as futures commission merchants and subject to Rule 1.17 under the Commodity Futures Trading Commission (“CFTC”).
JPMorgan Securities and J.P. Morgan Clearing Corp. have elected to compute their minimum net capital requirements in accordance with the “Alternative Net Capital Requirements” of the Net Capital Rule. At September 30, 2010, JPMorgan Securities’ net capital, as defined by the Net Capital Rule, was $7.1 billion, exceeding the minimum requirement by $6.5 billion. J.P. Morgan Clearing Corp’s net capital was $5.3 billion, exceeding the minimum requirement by $3.6 billion.
In addition to its net capital requirements, JPMorgan Securities is required to hold tentative net capital in excess of $1.0 billion and is also required to notify the Securities and Exchange Commission (“SEC”) in the event that tentative net capital is less than $5.0 billion, in accordance with the market and credit risk standards of Appendix E of the Net Capital

64


Table of Contents

Rule. As of September 30, 2010, JPMorgan Securities had tentative net capital in excess of the minimum and notification requirements.
Economic risk capital
JPMorgan Chase assesses its capital adequacy relative to the risks underlying its business activities, using internal risk-assessment methodologies. The Firm measures economic capital based primarily on four risk factors: credit, market, operational and private equity risk.
             
Economic risk capital Quarterly Averages
(in billions) 3Q10 4Q09 3Q09
 
Credit risk
 $50.6  $48.5  $49.9 
Market risk
  16.0   15.8   15.2 
Operational risk
  7.4   7.9   8.7 
Private equity risk
  6.6   4.9   4.7 
 
Economic risk capital
  80.6   77.1   78.5 
Goodwill
  48.7   48.3   48.3 
Other(a)
  34.7   31.1   22.7 
 
Total common stockholders’ equity
 $164.0  $156.5  $149.5 
 
 
(a) Reflects additional capital required, in the Firm’s view, to meet its regulatory and debt rating objectives.
Line-of-business equity
Equity for a line of business represents the amount the Firm believes the business would require if it were operating independently, incorporating sufficient capital to address economic risk measures, regulatory capital requirements and capital levels for similarly rated peers. Capital is also allocated to each line of business for, among other things, goodwill and other intangibles associated with acquisitions effected by the line of business. ROE is measured, and internal targets for expected returns are established as key measures of a business segment’s performance.
Effective January 1, 2010, the Firm enhanced its line-of-business equity framework to better align equity assigned to each line of business with the changes anticipated to occur in the lines of business, and to reflect the competitive and regulatory landscape. The lines of business are now capitalized based on the Tier 1 common standard, rather than the Tier 1 capital standard.
         
Line-of-business equity    
(in billions) September 30, 2010 December 31, 2009
 
Investment Bank
 $40.0  $33.0 
Retail Financial Services
  28.0   25.0 
Card Services
  15.0   15.0 
Commercial Banking
  8.0   8.0 
Treasury & Securities Services
  6.5   5.0 
Asset Management
  6.5   7.0 
Corporate/Private Equity
  62.0   64.2 
 
Total common stockholders’ equity
 $166.0  $157.2 
 
             
Line-of-business equity Quarterly Averages
(in billions) 3Q10 4Q09 3Q09
 
Investment Bank
 $40.0  $33.0  $33.0 
Retail Financial Services
  28.0   25.0   25.0 
Card Services
  15.0   15.0   15.0 
Commercial Banking
  8.0   8.0   8.0 
Treasury & Securities Services
  6.5   5.0   5.0 
Asset Management
  6.5   7.0   7.0 
Corporate/Private Equity
  60.0   63.5   56.5 
 
Total common stockholders’ equity
 $164.0  $156.5  $149.5 
 
Capital actions
Stock repurchases
Under the stock repurchase program authorized by the Firm’s Board of Directors, the Firm is authorized to repurchase up to $10.0 billion of the Firm’s common stock plus the 88 million warrants issued in 2008 under the U.S. Treasury’s Capital Purchase Program. In the second quarter of 2010, the Firm resumed common stock repurchases. During the three and nine months ended September 30, 2010, the Firm repurchased, respectively, 57 million shares and 60 million shares, for $2.2 billion and $2.3 billion, at an average price per share of $38.52 and $38.53. The Firm’s current share repurchase activity is intended to offset sharecount increases resulting from employee stock-based incentive awards and is consistent

65


Table of Contents

with the Firm’s goal of maintaining an appropriate sharecount. The Firm did not repurchase any of the warrants. As of September 30, 2010, $3.9 billion of authorized repurchase capacity remained with respect to the common stock, and all of the authorized repurchase capacity remained with respect to the warrants. For a further discussion of the Firm’s stock repurchase program, see Stock repurchases on page 85 of JPMorgan Chase’s 2009 Annual Report.
The Firm has determined that it may, from time to time, enter into written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate the repurchase of common stock and warrants in accordance with the repurchase program. A Rule 10b5-1 repurchase plan allows the Firm to repurchase its equity during periods when it would not otherwise be repurchasing common stock — for example, during internal trading “black-out periods.” All purchases under a Rule 10b5-1 plan must be made according to a predefined plan established when the Firm is not aware of material nonpublic information. For additional information regarding repurchases of the Firm’s equity securities, see Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, on pages 201—202 of this Form 10-Q.
RISK MANAGEMENT
Risk is an inherent part of JPMorgan Chase’s business activities. The Firm’s risk management framework and governance structure are intended to provide comprehensive controls and ongoing management of the major risks inherent in its business activities. In addition, this framework recognizes the diversity among the Firm’s core businesses, which helps reduce the impact of volatility in any particular area on the Firm’s operating results as a whole. There are eight major types of risk identified in the business activities of the Firm: liquidity, credit, market, interest rate, operational, legal and reputation, fiduciary, and private equity risk.
For further discussion of these risks, see Risk Management on pages 86—126 of JPMorgan Chase’s 2009 Annual Report and the information below.
LIQUIDITY RISK MANAGEMENT
The following discussion of JPMorgan Chase’s liquidity risk management framework highlights developments since December 31, 2009, and should be read in conjunction with pages 88—92 of JPMorgan Chase’s 2009 Annual Report.
The ability to maintain surplus levels of liquidity through economic cycles is crucial to financial services companies, particularly during periods of adverse conditions. The Firm’s funding strategy is intended to ensure liquidity and diversity of funding sources to meet actual and contingent liabilities through both normal and stress periods.
JPMorgan Chase’s primary sources of liquidity include a diversified $903.1 billion deposit base at September 30, 2010, and access to the equity capital markets and long-term unsecured and secured funding sources, including asset securitizations and borrowings from FHLBs. Additionally, JPMorgan Chase maintains large pools of highly liquid, unencumbered assets. The Firm actively monitors its available capacity in the wholesale funding markets across various geographic regions and in various currencies. The Firm’s ability to generate funding from a broad range of sources in a variety of geographic locations and in a range of tenors is intended to enhance financial flexibility and limit funding concentration risk.
Management considers the Firm’s liquidity position to be strong, based on its liquidity metrics as of September 30, 2010, and believes that the Firm’s unsecured and secured funding capacity is sufficient to meet its on— and off—balance sheet obligations at that date.
Liquidity monitoring
The Firm centralizes the management of global funding and liquidity risk within Corporate Treasury to maximize liquidity access, minimize funding costs and enhance global identification and coordination of liquidity risk. The Firm employs a variety of metrics to monitor and manage liquidity. One set of analyses used by the Firm relates to the timing of liquidity sources versus liquidity uses (e.g., funding gap analysis and parent holding company funding, which is discussed below). A second set of analyses focuses on ratios of funding and liquid collateral (e.g., measurements of the Firm’s reliance on short-term unsecured funding as a percentage of total liabilities, as well as analyses of the relationship of short-term unsecured funding to highly liquid assets, the deposits-to-loans ratio and other balance sheet measures). The Firm also conducts a variety of stress tests intended to ensure that ample liquidity is available through stressed as well as normal market conditions.
Parent holding company
In addition to monitoring liquidity on a firmwide basis, the Firm also monitors liquidity for the parent holding company. This monitoring takes into consideration regulatory restrictions that limit the extent to which bank subsidiaries may extend credit to the parent holding company and other nonbank subsidiaries. Excess cash generated by parent holding-

66


Table of Contents

company issuance activity is placed with both bank and nonbank subsidiaries in the form of deposits and advances. As discussed below, the Firm’s liquidity management is also intended to ensure that its subsidiaries have the ability to generate replacement funding in the event the parent holding company requires repayment.
The Firm closely monitors the ability of the parent holding company to meet all of its obligations with liquid sources of cash or cash equivalents for an extended period of time without access to the unsecured funding markets. The Firm targets pre-funding of parent holding company obligations for at least 12 months; however, due to conservative liquidity management actions taken by the Firm in the current environment, the current pre-funding of such obligations is significantly greater than target.
Global Liquidity Reserve
In addition to the parent holding company, the Firm maintains a significant amount of liquidity — primarily at its bank subsidiaries, but also at its nonbank subsidiaries. The Global Liquidity Reserve represents consolidated sources of available liquidity to the Firm, including cash on deposit at central banks, and cash proceeds reasonably expected to be received in secured financings of highly liquid, unencumbered securities — such as government-issued debt, government- and FDIC-guaranteed corporate debt, agency debt and agency mortgage-backed securities (“MBS”). The liquidity amount anticipated to be realized from secured financings is based on management’s current judgment and assessment of the Firm’s ability to quickly raise secured financings. The Global Liquidity Reserve also includes the Firm’s borrowing capacity at various FHLBs, the Federal Reserve Bank discount window and various other central banks from collateral pledged by the Firm to such banks. Although considered as a source of available liquidity, the Firm does not view borrowing capacity at the Federal Reserve Bank discount window and various other central banks as a primary source of funding. As of September 30, 2010, the Global Liquidity Reserve was as follows:
Global Liquidity Reserve
     
As of September 30, 2010 (in billions)    
 
Central bank cash, government-issued debt, government- and FDIC-guaranteed corporate debt, agency debt and agency MBS
 $171 
Other borrowing capacity at various FHLBs, the Federal Reserve Bank discount window and various other central banks
  102 
 
Total Global Liquidity Reserve
 $273 
 
In addition to the Global Liquidity Reserve, the Firm has significant amounts of other high-quality, marketable securities available to raise liquidity, such as corporate debt and equity securities.
Sources of funds
A key strength of the Firm is its diversified deposit franchise, through the RFS, CB, TSS and AM lines of business, which provides a stable source of funding and decreases reliance on the wholesale markets. As of September 30, 2010, total deposits for the Firm were $903.1 billion, compared with $938.4 billion at December 31, 2009. A significant portion of the Firm’s deposits are retail deposits (40% and 38% at September 30, 2010, and December 31, 2009, respectively), which are considered particularly stable as they are less sensitive to interest rate changes or market volatility. A significant portion of the Firm’s wholesale deposits are also considered stable sources of funding due to the nature of the relationships from which they are generated, particularly customers’ operating service relationships with the Firm. As of September 30, 2010, the Firm’s deposits-to-loans ratio was 131%, compared with 148% at December 31, 2009. The decline in the Firm’s deposits-to-loans ratio was partly due to an increase in loans resulting from the January 1, 2010, implementation of new consolidation accounting guidance related to VIEs. For further discussions of deposit and liability balance trends, see the discussion of the results for the Firm’s business segments and the Balance Sheet Analysis on pages 21—51 and 53—56, respectively, of this Form 10-Q. For a more detailed discussion of the adoption of the new consolidation guidance, see Note 1 on pages 112—113 of this Form 10-Q.
The Firm’s reliance on short-term unsecured funding sources such as commercial paper, federal funds and Eurodollars purchased, certificates of deposit, time deposits and bank notes is limited. Total commercial paper liabilities for the Firm were $38.6 billion as of September 30, 2010, compared with $41.8 billion as of December 31, 2009. However, of those totals, $32.0 billion and $28.7 billion as of September 30, 2010, and December 31, 2009, respectively, originated from deposits that customers chose to sweep into commercial paper liabilities as a cash management product offered by the Firm. Therefore, commercial paper liabilities sourced from wholesale funding markets were $6.6 billion as of September 30, 2010, compared with $13.1 billion as of December 31, 2009. There were no material differences between the average and quarter-end balances of commercial paper outstanding as of and for the quarter ended September 30, 2010.
The Firm’s short-term secured sources of funding consist of securities loaned or sold under agreements to repurchase that are secured predominantly by high quality securities collateral, including government-issued debt, agency debt and agency MBS. Securities loaned or sold under agreements to repurchase was $305.1 billion as of September 30, 2010, compared with an average balance of $276.2 billion for the three months ended September 30, 2010. The balances associated with securities loaned or sold under agreements to repurchase fluctuate over time due to customers’

67


Table of Contents

investment and financing activities; the Firm’s demand for financing; the Firm’s matchbook activity; the ongoing management of the mix of the Firm’s liabilities, including its secured and unsecured financing (for both the investment and trading portfolios); and other market and portfolio factors. For additional information, see the Balance Sheet Analysis on pages 53—56, Note 12 on page 149 and Note 22 on pages 174—178 of this Form 10-Q.
Issuance
During the three months ended September 30, 2010, the Firm issued $9.0 billion of long-term debt, including $4.4 billion of senior notes issued in the U.S. market, $2.0 billion of senior notes issued in non-U.S. markets, and $2.6 billion of IB structured notes. During the nine months ended September 30, 2010, the Firm issued $27.0 billion of long-term debt, including $11.3 billion of senior notes issued in the U.S. market, $2.9 billion of senior notes issued in non-U.S. markets, $1.5 billion of trust preferred capital debt securities, and $11.3 billion of IB structured notes. In addition, in October 2010, the Firm issued $4.0 billion of senior notes in the U.S. market. During the three and nine months ended September 30, 2010, $9.3 billion and $39.6 billion of long-term debt matured or were redeemed, including $4.7 billion and $17.5 billion of IB structured notes. The maturities or redemptions in the first nine months of 2010 were partially offset by the issuances during the period.
Replacement capital covenants
In connection with the issuance of certain of its trust preferred capital debt securities and its noncumulative perpetual preferred stock, the Firm has entered into Replacement Capital Covenants (“RCCs”). These RCCs grant certain rights to the holders of “covered debt,” as defined in the RCCs, that prohibit the repayment, redemption or purchase of such trust preferred capital debt securities and noncumulative perpetual preferred stock except, with limited exceptions, to the extent that JPMorgan Chase has received, in each such case, specified amounts of proceeds from the sale of certain qualifying securities. Currently, the Firm’s covered debt is its 5.875% Junior Subordinated Deferrable Interest Debentures, Series O, due in 2035. In October 2010, the Firm amended its outstanding RCCs, in accordance with the provisions thereof, to remove certain restrictions relating to the selection of the next series of “covered debt” whose holders would have the benefit of all the RCCs at such time as the Series O Debentures are no longer outstanding (whether by reason of their redemption, maturity or otherwise). As a result of this amendment, if at any time the Series O Debentures are no longer outstanding, the Firm will be required to designate as the “covered debt” one of its then outstanding series of long term indebtedness for money borrowed that is “eligible debt”, as defined in the RCCs, but may do so without regard to the maturity date of any such long term indebtedness. For more information regarding these covenants, reference is made to the respective RCCs (including any amendments or supplements thereto) entered into by the Firm in relation to such trust preferred capital debt securities and noncumulative perpetual preferred stock, which are available in filings made by the Firm with the SEC.
Cash flows
Cash and due from banks was $24.0 billion and $21.1 billion at September 30, 2010 and 2009, respectively; these balances decreased by $2.2 billion and $5.8 billion from December 31, 2009 and 2008, respectively. The following discussion highlights the major activities and transactions that affected JPMorgan Chase’s cash flows during the first nine months of 2010 and 2009.
Cash flows from operating activities
JPMorgan Chase’s operating assets and liabilities support the Firm’s capital markets and lending activities, including the origination or purchase of loans initially designated as held-for-sale. Operating assets and liabilities can vary significantly in the normal course of business due to the amount and timing of cash flows, which are affected by client-driven activities, market conditions and trading strategies. Management believes cash flows from operations, available cash balances and the Firm’s ability to generate cash through short- and long-term borrowings are sufficient to fund the Firm’s operating liquidity needs.
For the nine months ended September 30, 2010, net cash used by operating activities was $5.6 billion, mainly driven by an increase primarily in trading assets—debt and equity instruments; this was largely due to improved market activity, reduced levels of volatility and rising global indices, partially offset by an increase in trading liabilities driven by short positions taken to facilitate customer trading. Net cash was provided by net income and from adjustments for non-cash items such as the provision for credit losses, depreciation and amortization and stock-based compensation. Additionally, proceeds from sales and paydowns of loans originated or purchased with an initial intent to sell were higher than cash used to acquire such loans.
For the nine months ended September 30, 2009, net cash provided by operating activities was $110.9 billion, primarily driven by a decline in trading assets. The net decline in trading assets and liabilities was affected by balance sheet management activities and the impact of the challenging capital markets environment that existed at December 31, 2008, and continued into the first half of 2009, partially offset by net increases resulting from stabilization in the capital

68


Table of Contents

markets during the third quarter of 2009. Also, net cash generated from operating activities was higher than net income, largely as a result of adjustments for non-cash items such as the provision for credit losses. In addition, proceeds from sales, securitizations and paydowns of loans originated or purchased with an initial intent to sell were higher than cash used to acquire such loans, but the cash flows from these loan activities remained at a reduced level as a result of the lower activity in the markets.
Cash flows from investing activities
The Firm’s investing activities predominantly include loans originated to be held for investment, the AFS securities portfolio and other short-term interest-earning assets. For the nine months ended September 30, 2010, net cash of $20.7 billion was provided by investing activities. This resulted from a decrease in deposits with banks largely due to a decline in deposits placed with the Federal Reserve Bank and lower interbank lending as market stress has gradually eased since the end of 2009; a net decrease in the loan portfolio, driven by a decline in credit card loans due to the runoff of the Washington Mutual portfolio and a decrease in lower-yielding promotional loans, continued runoff of the residential real estate portfolios, repayments and loan sales in IB; continued low client demand; and proceeds from sales and maturities of AFS securities used in the Firm’s interest rate risk management activities being higher than cash used to acquire such securities. Partially offsetting these cash proceeds was an increase in securities purchased under resale agreements, predominantly due to higher financing volume in IB.
For the nine months ended September 30, 2009, net cash of $37.6 billion was provided by investing activities. This derived primarily from a decrease in deposits with banks, as inter-bank lending and deposits with the Federal Reserve Bank declined relative to the elevated level at the end of 2008; a net decrease in the loan portfolio, reflecting declines across all businesses, driven by continued lower customer demand in the wholesale businesses, lower charge volume on credit cards, a higher level of credit card securitizations, and paydowns; a decrease in securities purchased under resale agreements; and the maturity of all asset-backed commercial paper issued by money market mutual funds in connection with the Federal Reserve Bank of Boston AML Facility. Largely offsetting these cash proceeds were net purchases of AFS securities to manage the Firm’s exposure to a declining interest rate environment.
Cash flows from financing activities
The Firm’s financing activities primarily reflect cash flows related to raising customer deposits, and issuing long-term debt (including trust preferred capital debt securities) as well as preferred and common stock. In the first nine months of 2010, net cash used in financing activities was $17.8 billion. This resulted from a decline in deposits associated with wholesale funding activities reflecting the Firm’s lower funding needs; a decline in TSS deposits reflecting the normalization of deposit levels, offset partially by net inflows from existing customers and new business in AM, CB and RFS; net repayment of long-term debt and trust preferred capital debt securities as new issuances were more than offset by repayments; payments of cash dividends; and repurchases of common stock. Cash was generated as a result of an increase in securities sold under repurchase agreements largely as a result of an increase in securities purchased under resale agreement activity levels in IB; a decline in beneficial interests issued by consolidated VIEs due to maturities related to Firm-sponsored credit card securitization trusts; and a decline in other borrowed funds due to maturities of advances from FHLBs.
In the first nine months of 2009, net cash used in financing activities was $154.6 billion; this reflected a decline in wholesale deposits in TSS, compared with the elevated level during the latter part of 2008 due to heightened volatility and credit concerns in the market at that time; a decline in other borrowings due to the absence of borrowings from the Federal Reserve under the Term Auction Facility program, net repayments of advances from FHLBs and the maturity of the nonrecourse advances under the Federal Reserve Bank of Boston AML Facility; the June 17, 2009, repayment in full of the $25.0 billion principal amount of the TARP preferred capital; and the payment of cash dividends. Cash proceeds resulted from an increase in securities loaned or sold under repurchase agreements, partly attributable to favorable pricing and to financing the Firm’s increased AFS securities portfolio; and the issuance of $5.8 billion of common stock. Long-term debt and trust preferred capital debt securities were relatively stable during the period, as issuances of FDIC-guaranteed debt and non-FDIC guaranteed debt in both the U.S. and European markets were offset by redemptions. There were no open-market stock repurchases during the first nine months of 2009.
Credit ratings
The cost and availability of financing are influenced by credit ratings. Reductions in credit ratings could have an adverse effect on the Firm’s access to liquidity sources, increase the cost of funds, trigger additional collateral or funding requirements, and decrease the number of investors and counterparties willing to lend to the Firm. Additionally, the Firm’s funding requirements for VIEs and other third-party commitments may be adversely affected by a decline in credit ratings. For additional information on the impact of a credit-rating downgrade on the funding requirements for

69


Table of Contents

VIEs, and on derivatives and collateral agreements, see Special-purpose entities on pages 56—57, Ratings profile of derivative receivables marked to market (“MTM”) on page 79, and Note 5 on pages 132—140 of this Form 10-Q.
Critical factors in maintaining high credit ratings include a stable and diverse earnings stream, strong capital ratios, strong credit quality and risk management controls, diverse funding sources, and disciplined liquidity monitoring procedures.
The senior unsecured ratings from Moody’s, S&P and Fitch on JPMorgan Chase and its principal bank subsidiaries remained unchanged at September 30, 2010, from December 31, 2009. At September 30, 2010, Moody’s and S&P’s outlook remained negative, while Fitch’s outlook remained stable.
Several rating agencies have recently announced that they will be evaluating the effects of the financial regulatory reform legislation in order to determine the extent, if any, to which financial institutions, including the Firm, may be negatively impacted. There is no assurance the Firm’s credit ratings will not be downgraded in the future as a result of any such reviews.
CREDIT PORTFOLIO
The following table presents JPMorgan Chase’s credit portfolio as of September 30, 2010, and December 31, 2009. Total managed credit exposure was $1.8 trillion at September 30, 2010, a decrease of $40.1 billion from December 31, 2009; this reflected a decrease of $72.4 billion in the consumer portfolio partly offset by an increase of $32.3 billion in the wholesale portfolio. During the first nine months of 2010, lending-related commitments decreased by $37.0 billion, loans decreased by $27.6 billion, derivative receivables increased by $17.1 billion and receivables from customers increased by $9.5 billion. The decrease in lending-related commitments was partially related to the January 1, 2010, adoption of the consolidation guidance related to VIEs, which resulted in the elimination of $24.2 billion of wholesale lending-related commitments between the Firm and its administrated multi-seller conduits upon consolidation. This decrease in lending-related commitments was partially offset by the addition of $6.5 billion of unfunded commitments between the consolidated multi-seller conduits and their clients. The decrease in loans was primarily related to repayments, low customer demand and loan sales, partially offset by the adoption of the new VIE consolidation guidance.
While overall portfolio exposure declined, the Firm provided and raised over $1.0 trillion in new and renewed credit and capital for consumers, corporations, small businesses, municipalities and not-for-profit organizations during the first nine months of the year.

70


Table of Contents

In the table below, reported loans include loans retained; loans held-for-sale (which are carried at the lower of cost or fair value, with changes in value recorded in noninterest revenue); and loans accounted for at fair value. Loans retained are presented net of unearned income, unamortized discounts and premiums, and net deferred loan costs. Nonperforming assets include nonaccrual loans and assets acquired in satisfaction of debt (primarily real estate owned). Nonaccrual loans are those for which the accrual of interest has been suspended in accordance with the Firm’s accounting policies. For additional information on these loans, including the Firm’s accounting policies, see Note 13 on pages 149-154 of this Form 10-Q, and Note 13 on pages 192-196 of JPMorgan Chase’s 2009 Annual Report.
                         
  Credit Nonperforming 90 days or more past due
  exposure assets(f)(g) and still accruing(g)
  Sept. 30, Dec. 31, Sept. 30, Dec. 31, Sept. 30, Dec. 31,
(in millions) 2010 2009 2010 2009 2010 2009
 
Total credit portfolio
                        
Loans — retained(a)
 $687,049  $627,218  $15,094  $17,219  $4,080  $4,355 
Loans held-for-sale
  1,768   4,876   261   234       
Loans at fair value
  1,714   1,364   148   111       
 
Loans — reported(a)
  690,531   633,458   15,503   17,564   4,080   4,355 
Loans — securitized(a)(b)
 NA  84,626  NA    NA  2,385 
 
Total managed loans(a)
  690,531   718,084   15,503   17,564   4,080   6,740 
Derivative receivables
  97,293   80,210   255   529       
Receivables from customers(c)
  25,274   15,745             
Interests in purchased receivables(a)
  751   2,927             
 
Total managed credit-related assets(a)
  813,849   816,966   15,758   18,093   4,080   6,740 
Lending-related commitments(a)
  954,082   991,095  NA NA NA NA
 
Assets acquired in loan satisfactions
                        
Real estate owned
 NA NA  1,830   1,548  NA NA
Other
 NA NA  68   100  NA NA
 
Total assets acquired in loan satisfactions
 NA NA  1,898   1,648  NA NA
 
Total credit portfolio
 $1,767,931  $1,808,061  $17,656  $19,741  $4,080  $6,740 
 
Net credit derivative hedges notional(d)
 $(34,624) $(48,376) $(112) $(139) NA NA
Liquid securities and other cash collateral held against derivatives(e)
  (20,780)  (15,519) NA NA NA NA
 
                                 
  Three months ended September 30, Nine months ended September 30,
          Average annual net         Average annual net
  Net charge-offs charge-off rate(h)(i) Net charge-offs charge-off rate(h)(i)
(in millions, except ratios) 2010 2009 2010 2009 2010 2009 2010 2009
 
Total credit portfolio
                                
Loans — reported
 $4,945  $6,373   2.84%  3.84% $18,569  $16,788   3.53%  3.28%
Loans — securitized(a)(b)
 NA  1,698  NA  7.83  NA  4,826  NA  7.56 
 
Total managed loans
 $4,945  $8,071   2.84%  4.30% $18,569  $21,614   3.53%  3.75%
 
(a) Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs. Upon the adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts, its Firm-administered multi-seller conduits and certain other consumer loan securitization entities, primarily mortgage-related. As a result, related assets are now primarily recorded in loans or other assets on the Consolidated Balance Sheet. As a result of the consolidation of the credit card securitization trusts, reported and managed basis are equivalent for periods beginning after January 1, 2010. For further discussion, see Note 15 on pages 155-167 of this Form 10-Q.
 
(b) Loans securitized are defined as loans that were sold to nonconsolidated securitization trusts and were not included in reported loans. For further discussion of credit card securitizations, see Note 15 on pages 155-167 of this Form 10-Q.
 
(c) Represents margin loans to prime and retail brokerage customers, which are included in accrued interest and accounts receivable on the Consolidated Balance Sheets.
 
(d) Represents the net notional amount of protection purchased and sold of single-name and portfolio credit derivatives used to manage both performing and nonperforming credit exposures; these derivatives do not qualify for hedge accounting under U.S. GAAP. For additional information, see Credit derivatives on pages 79-80 and Note 5 on pages 132-140 of this Form 10-Q.
 
(e) Represents other liquid securities collateral and other cash collateral held by the Firm.
 
(f) At September 30, 2010, and December 31, 2009, nonperforming loans and assets exclude: (1) mortgage loans insured by U.S. government agencies of $10.2 billion and $9.0 billion, respectively, that are 90 days past due and accruing at the guaranteed reimbursement rate; (2) real estate owned insured by U.S. government agencies of $1.7 billion and $579 million, respectively; and (3) student loans that are 90 days past due and still accruing, which are insured by U.S. government agencies under the FFELP, of $572 million and $542 million, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally. In addition, the Firm’s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance issued by the Federal Financial Institutions Examination Council (“FFIEC”), credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specified event (e.g., bankruptcy of the borrower), whichever is earlier.

71


Table of Contents

(g) Excludes consumer PCI loans acquired as part of the Washington Mutual transaction, which are accounted for on a pool basis. Since each pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, the past due status of the pools, or that of individual loans within the pools, is not meaningful. Because the Firm is recognizing interest income on each pool of loans, they are all considered to be performing.
 
(h) For the quarters ended September 30, 2010 and 2009, net charge-off ratios were calculated using: (1) average retained loans of $690.1 billion and $658.3 billion, respectively; (2) average securitized loans of zero and $86.0 billion, respectively; and (3) average managed loans of $690.1 billion and $744.3 billion, respectively. For the year-to-date periods ended September 30, 2010 and 2009, net charge-off ratios were calculated using: (1) average retained loans of $702.5 billion and $684.6 billion; (2) average securitized loans of zero and $85.4 billion; and (3) average managed loans of $702.5 billion and $769.9 billion.
 
(i) For the quarters ended September 30, 2010 and 2009, firmwide net charge-off ratios were calculated including average PCI loans of $75.8 billion and $84.5 billion, respectively, and excluding the impact of PCI loans, the total Firm’s managed net charge-off rate would have been 3.19% and 4.85% respectively. For the year-to-date periods ended September 30, 2010, and 2009, net charge-off rates were calculated including average PCI loans of $78.1 billion and $86.5 billion, respectively, and excluding the impact of PCI loans, the total Firm’s managed net charge-off rate would have been 3.98% and 4.23%, respectively.
WHOLESALE CREDIT PORTFOLIO
As of September 30, 2010, wholesale exposure (IB, CB, TSS and AM) increased by $32.3 billion from December 31, 2009. The overall increase was primarily driven by increases of $17.1 billion in derivative receivables, $16.4 billion in loans and $9.5 billion in receivables from customers, partly offset by decreases in lending-related commitments of $8.5 billion and interests in purchased receivables of $2.2 billion. The increase in derivative receivables reflects continued decline in interest rates, weakening of the U.S. dollar and the influence of rising base and precious metal prices on commodity valuations affecting interest rate, commodity and foreign exchange derivative contracts. The increase in loans and the decrease in lending-related commitments were primarily related to the January 1, 2010, adoption of new consolidation guidance related to VIEs which resulted in the elimination of $24.2 billion of lending-related commitments between the Firm and its administrated multi-seller conduits upon consolidation. This decrease in lending-related commitments was partially offset by the addition of $6.5 billion of unfunded commitments between the consolidated multi-seller conduits and their clients. Assets of the consolidated conduits included $15.1 billion of wholesale loans at January 1, 2010. Excluding the effect of the new consolidation guidance, lending-related commitments and loans would have increased by $9.2 billion and $1.3 billion, respectively. The increase in receivables from customers and loans was due to increased client activity in prime services and the impact of the purchase of a $3.5 billion loan portfolio during the current quarter, respectively.
                         
  Credit Nonperforming 90 days past due
  exposure assets(d) and still accruing
  Sept. 30, Dec. 31, Sept. 30, Dec. 31, Sept. 30, Dec. 31,
(in millions) 2010 2009 2010 2009 2010 2009
 
Loans — retained
 $217,582  $200,077  $5,231  $6,559  $220  $332 
Loans held-for-sale
  1,301   2,734   261   234       
Loans at fair value
  1,714   1,364   148   111       
 
Loans — reported
  220,597   204,175   5,640   6,904   220   332 
Derivative receivables
  97,293   80,210   255   529       
Receivables from customers(a)
  25,274   15,745             
Interests in purchased receivables
  751   2,927             
 
Total wholesale credit-related assets
  343,915   303,057   5,895   7,433   220   332 
Lending-related commitments
  338,612   347,155  NA NA NA NA
 
Total wholesale credit exposure
 $682,527  $650,212  $5,895  $7,433  $220  $332 
 
Net credit derivative hedgesnotional(b)
 $(34,624) $(48,376) $(112) $(139) NA NA
Liquid securities and other cash collateral held against derivatives(c)
  (20,780)  (15,519) NA NA NA NA
 
(a) Represents margin loans to prime and retail brokerage customers, which are included in accrued interest and accounts receivable on the Consolidated Balance Sheets.
 
(b) Represents the net notional amount of protection purchased and sold of single-name and portfolio credit derivatives used to manage both performing and nonperforming credit exposures; these derivatives do not qualify for hedge accounting under U.S. GAAP. For additional information, see Credit derivatives on pages 79-80 and Note 5 on pages 132-140 of this Form 10-Q.
 
(c) Represents other liquid securities collateral and other cash collateral held by the Firm.
 
(d) Excludes assets acquired in loan satisfactions. For additional information, see the wholesale nonperforming assets by business segment table on page 76 of this Form 10-Q.

72


Table of Contents

The following table summarizes the maturity and ratings profiles of the wholesale portfolio as of September 30, 2010, and December 31, 2009. The ratings scale is based on the Firm’s internal risk ratings, which generally correspond to ratings as defined by S&P and Moody’s.
Wholesale credit exposure — maturity and ratings profile
                                 
  Maturity profile(c) Ratings profile
                  Investment- Noninvestment-      
                  grade (“IG”) grade      
At September 30, 2010 Due in 1 year Due after 1 year Due after 5     AAA/Aaa to BB+/Ba1     Total %
(in billions, except ratios) or less through 5 years years Total BBB-/Baa3 & below Total of IG
   
Loans
  35%  39%  26%  100% $141  $77  $218   65%
Derivative receivables
  20   38   42   100   77   20   97   79 
Lending-related commitments
  38   59   3   100   272   67   339   80 
   
Total excluding loans held-for-sale and loans at fair value
  35%  49%  16%  100% $490  $164  $654   75%
Loans held-for-sale and loans at fair value(a)
                          3     
Receivables from customers
                          25     
Interests in purchased receivables
                          1     
   
Total exposure
                         $683     
   
Net credit derivative hedges notional(b)
  29%  47%  24%  100% $(35) $  $(35)  100%
   
                                 
  Maturity profile(c) Ratings profile
                  Investment- Noninvestment-      
                  grade (“IG”) grade      
At December 31, 2009 Due in 1 year Due after 1 year Due after 5     AAA/Aaa to BB+/Ba1     Total %
(in billions, except ratios) or less through 5 years years Total BBB-/Baa3 & below Total of IG
   
Loans
  29%  40%  31%  100% $118  $82  $200   59%
Derivative receivables
  12   42   46   100   61   19   80   76 
Lending-related commitments
  41   57   2   100   281   66   347   81 
   
Total excluding loans held-for-sale and loans at fair value
  34%  50%  16%  100% $460  $167  $627   73%
Loans held-for-sale and loans at fair value(a)
                          4     
Receivables from customers
                          16     
Interests in purchased receivables
                          3     
   
Total exposure
                         $650     
   
Net credit derivative hedges notional(b)
  49%  42%  9%  100% $(48) $  $(48)  100%
   
(a) Loans held-for-sale and loans at fair value related primarily to syndicated loans and loans transferred from the retained portfolio.
 
(b) Represents the net notional amounts of protection purchased and sold of single-name and portfolio credit derivatives used to manage the credit exposures; these derivatives do not qualify for hedge accounting under U.S. GAAP.
 
(c) The maturity profile of loans and lending-related commitments is based on the remaining contractual maturity. The maturity profile of derivative receivables is based on the maturity profile of average exposure. For further discussion of average exposure, see Derivative receivables marked to market on pages 102-103 of JPMorgan Chase’s 2009 Annual Report.

73


Table of Contents

Wholesale credit exposure — selected industry concentrations
The Firm focuses on the management and diversification of its industry concentrations, with particular attention paid to industries with actual or potential credit concerns.
Exposures deemed criticized generally represent a ratings profile similar to a rating of “CCC+”/“Caa1” or lower, as defined by S&P and Moody’s, respectively. The total criticized component of the portfolio, excluding loans held-for-sale and loans at fair value, decreased to $25.6 billion at September 30, 2010, from $33.2 billion at year-end 2009. The decrease was primarily related to net repayments and loan sales.
                                     
                                  Collateral
          Noninvestment grade 90 days or Year-to-date Credit held against
September 30, 2010 Credit Investment     Criticized Criticized more past due net charge-offs/ derivative derivative(e)
(in millions) exposure(c) grade Noncriticized performing nonperforming and accruing (recoveries) hedges(d) receivables
 
Top 25 industries(a)
                                    
Banks and finance companies
 $66,036  $55,404  $9,830  $533  $269  $  $85  $(3,835) $(10,342)
Real estate
  65,249   34,483   20,655   7,623   2,488   80   705   (216)  (143)
Healthcare
  37,550   31,312   5,867   358   13         (1,225)  (310)
State and municipal governments
  36,744   35,442   1,118   155   29      3   (202)  (525)
Asset managers
  31,198   27,193   3,337   668      2         (3,150)
Utilities
  26,873   21,316   4,333   792   432      11   (1,436)  (328)
Consumer products
  26,554   17,389   8,596   531   38      (7)  (1,518)  (3)
Oil and gas
  24,348   17,060   7,104   183   1         (916)  (442)
Retail and consumer services
  22,750   13,047   8,954   523   226      2   (1,657)  (12)
Central government
  14,045   13,368   677               (8,096)  (43)
Technology
  13,270   9,276   3,478   405   111      50   (662)  (39)
Metals/mining
  13,224   7,015   5,704   425   80   1   17   (754)  (2)
Machinery and equipment manufacturing
  12,965   7,159   5,564   237   5         (435)  (2)
Business services
  12,389   7,174   5,000   160   55      15   (80)   
Telecom services
  12,304   8,817   2,648   812   27         (1,860)  (13)
Chemicals/plastics
  12,111   8,158   3,594   341   18      2   (395)   
Insurance
  11,509   8,301   2,758   450            (1,247)  (538)
Media
  10,695   5,285   3,863   976   571      70   (907)  (1)
Holding companies
  10,655   9,120   1,470   38   27   7   5   (117)  (369)
Building materials/construction
  10,556   4,492   4,901   1,089   74      9   (424)   
Securities firms and exchanges
  10,154   8,471   1,636   47         5   (37)  (3,132)
Automotive
  8,675   4,029   4,364   275   7      54   (1,060)   
Transportation
  8,504   5,510   2,622   354   18      (18)  (294)   
Agriculture/paper manufacturing
  7,481   4,476   2,762   235   8   2   3   (312)   
Leisure
  5,798   2,949   1,393   1,241   215      82   (253)  (29)
All other(b)
  141,850   123,448   15,919   1,709   774   128   363   (6,686)  (1,357)
 
Subtotal
 $653,487  $489,694  $138,147  $20,160  $5,486  $220  $1,456  $(34,624) $(20,780)
 
Loans held-for-sale and loans at fair value
  3,015                                 
Receivables from customers
  25,274                                 
Interest in purchased receivables
  751                                 
 
Total
 $682,527  $489,694  $138,147  $20,160  $5,486  $220  $1,456  $(34,624) $(20,780)
 

74


Table of Contents

                                     
                                  Collateral
          Noninvestment grade 90 days or Year-to-date Credit held against
December 31, 2009 Credit Investment     Criticized Criticized more past due net charge-offs/ derivative derivative
(in millions) exposure(c) grade Noncriticized performing nonperforming and accruing (recoveries) hedges(d) receivables(e)
 
Top 25 industries(a)
                                    
Banks and finance companies
 $54,053  $43,576  $8,424  $1,559  $494  $4  $719  $(3,718) $(8,353)
Real estate
  68,509   37,724   18,810   8,872   3,103   114   688   (1,168)  (35)
Healthcare
  35,605   29,576   5,700   310   19      10   (2,545)  (125)
State and municipal governments
  34,726   32,410   1,850   400   66         (204)  (193)
Asset managers
  24,920   20,498   3,742   442   238   2   7   (40)  (2,105)
Utilities
  27,178   22,063   3,877   1,236   2   ——   182   (3,486)  (360)
Consumer products
  27,004   17,384   9,105   479   36      35   (3,638)  (4)
Oil and gas
  23,322   17,082   5,854   378   8      16   (2,567)  (6)
Retail and consumer services
  20,673   12,024   7,867   687   95      35   (3,073)   
Central government
  9,557   9,480   77               (4,814)  (30)
Technology
  14,169   8,877   4,004   1,125   163      28   (1,730)  (130)
Metals/mining
  12,547   7,002   4,906   547   92      24   (1,963)   
Machinery and equipment manufacturing
  12,759   7,287   5,122   329   21      12   (1,327)  (1)
Business services
  10,667   6,464   3,859   241   103      8   (107)   
Telecom services
  11,265   7,741   3,273   191   60      31   (3,455)  (62)
Chemicals/plastics
  9,870   6,633   2,626   600   11      22   (1,357)   
Insurance
  13,421   9,221   3,601   581   18      7   (2,735)  (793)
Media
  12,379   6,789   3,898   1,056   636      464   (1,606)   
Holding companies
  16,018   13,801   2,107   42   68      275   (421)  (320)
Building materials/ construction
  10,448   4,512   4,537   1,309   90   5   98   (1,141)   
Securities firms and exchanges
  10,832   8,220   2,467   36   109         (289)  (2,139)
Automotive
  9,357   3,865   4,252   1,195   45      52   (1,541)   
Transportation
  9,749   6,416   2,745   553   35   23   61   (870)  (242)
Agriculture/paper manufacturing
  5,801   2,169   3,132   331   169      10   (897)   
Leisure
  6,822   2,750   2,274   1,063   735      151   (301)   
All other(b)
  135,791   117,138   15,448   2,533   672   184   197   (3,383)  (621)
 
Subtotal
 $627,442  $460,702  $133,557  $26,095  $7,088  $332  $3,132  $(48,376) $(15,519)
 
Loans held-for-sale and loans at fair value
  4,098                                 
Receivables from customers
  15,745                                 
Interest in purchased receivables
  2,927                                 
 
Total
 $650,212  $460,702  $133,557  $26,095  $7,088  $332  $3,132  $(48,376) $(15,519)
 
(a) All industry rankings are based on exposure at September 30, 2010. The industry rankings presented in the table as of December 31, 2009, are based on the industry rankings of the corresponding exposures at September 30, 2010, not the actual rankings of such exposure at December 31, 2009.
 
(b) For more information on exposures to SPEs included in all other, see Note 15 on pages 155-167 of this Form 10-Q.
 
(c) Credit exposure is net of risk participations and excludes the benefit of credit derivative hedges and collateral held against derivative receivables or loans.
 
(d) Represents the net notional amounts of protection purchased and sold of single-name and portfolio credit derivatives used to manage the credit exposures; these derivatives do not qualify for hedge accounting.
 
(e) Represents other liquid securities and other cash collateral held by the Firm.

75


Table of Contents

The following table presents additional information on the Firm’s exposure to the wholesale real estate industry at September 30, 2010, and December 31, 2009.
                             
                  % of     Average
As of the nine months ended                 nonperforming Net annual net
September 30, 2010 Credit % of credit Criticized Nonperforming loans to charge-offs/ charge-off
(in millions, except ratios) exposure portfolio exposure loans total loans(b) (recoveries)(c) rate(b)
 
Commercial real estate subcategories
                            
Multi-family
 $32,687   50%  $ 3,985   $ 1,329     4.18% $164   0.69%
Commercial lessors
  18,693   29      3,785      545   3.64   425   3.80 
Commercial construction and development
  5,449   8      983      322   8.29   47   1.62 
Other(a)
  8,420   13      1,358      292   6.77   69   2.14 
 
Total commercial real estate
 $65,249   100%    $10,111   $ 2,488    4.52% $705   1.71%
 
                             
                  % of   Average
As of the twelve months ended                 nonperforming Net  annual net
December 31, 2009 Credit % of credit Criticized Nonperforming loans to charge-offs/ charge-off
(in millions, except ratios) exposure portfolio exposure loans total loans(b) (recoveries)(d)(e) rate(b)(d)
 
Commercial real estate subcategories
                            
Multi-family
 $32,073   47% $3,986  $1,109   3.57% $287   0.92%
Commercial lessors(d)
  18,689   27   4,194   687   4.53   169   1.11 
Commercial construction and development
  6,593   10   1,518   313   6.81   101   2.20 
Other(a)(d)
  11,154   16   2,277   779   12.27   131   2.06 
 
Total commercial real estate
 $68,509   100% $11,975  $2,888   5.05% $688   1.20%
 
(a) Other includes lodging, real estate investment trusts (“REITs”), single-family, homebuilders and other real estate.
 
(b) Ratios were calculated using end-of-period retained loans of $55.0 billion and $57.2 billion for the periods ended September 30, 2010, and December 31, 2009, respectively.
 
(c) Net charge-offs are presented for the nine months ended September 30, 2010.
 
(d) Prior periods have been reclassed to conform to current presentation.
 
(e) Net charge-offs are presented for the twelve months ended December 31, 2009.
Loans
The following table presents wholesale loans and nonperforming assets by business segment as of September 30, 2010, and December 31, 2009.
                                 
  September 30, 2010
                      Assets acquired in  
      Loans     Nonperforming loan satisfactions  
      Held-for-sale             Real estate     Nonperforming
(in millions) Retained and fair value Total Loans Derivatives owned Other assets
 
Investment Bank
 $51,299  $2,252  $53,551  $2,386  $255  $148  $  $2,789 
Commercial Banking
  97,738   399   98,137   2,946      280   1   3,227 
Treasury & Securities Services
  26,789   110   26,899   14            14 
Asset Management
  41,408      41,408   294      2   3   299 
Corporate/Private Equity
  348   254   602                
 
Total
 $217,582  $3,015  $220,597  $5,640(a) $255(b) $430  $4  $6,329 
 
                                 
  December 31, 2009
                      Assets acquired in  
      Loans     Nonperforming loan satisfactions  
      Held-for-sale             Real estate     Nonperforming
(in millions) Retained and fair value Total Loans Derivatives owned Other assets
 
Investment Bank
 $45,544  $3,567  $49,111  $3,504  $529  $203  $  $4,236 
Commercial Banking
  97,108   324   97,432   2,801      187   1   2,989 
Treasury & Securities Services
  18,972      18,972   14            14 
Asset Management
  37,755      37,755   580      2      582 
Corporate/Private Equity
  698   207   905   5            5 
 
Total
 $200,077  $4,098  $204,175  $6,904(a) $529(b) $392  $1  $7,826 
 
(a) The Firm held allowance for loan losses of $1.2 billion and $2.0 billion related to nonperforming retained loans resulting in allowance coverage ratios of 24% and 31%, at September 30, 2010, and December 31, 2009, respectively. Wholesale nonperforming loans represent 2.56% and 3.38% of total wholesale loans at September 30, 2010, and December 31, 2009, respectively.
 
(b) Nonperforming derivatives represent less than 1.0% of the total derivative receivables net of cash collateral at both September 30, 2010, and December 31, 2009.

76


Table of Contents

In the normal course of business, the Firm provides loans to a variety of customers, from large corporate and institutional clients to high-net-worth individuals.
Retained wholesale loans were $217.6 billion at September 30, 2010, compared with $200.1 billion at December 31, 2009. The $17.5 billion increase was primarily related to the January 1, 2010, adoption of new consolidation guidance related to VIEs. Upon adoption of the new guidance, $15.1 billion of wholesale loans associated with Firm-administered multi-seller conduits were added to the Consolidated Balance Sheets. Excluding the effect of the adoption of the new consolidation guidance, loans increased by $2.4 billion, due to the impact of the $3.5 billion loan portfolio purchased in CB during the quarter. Loans held-for-sale and loans at fair value relate primarily to syndicated loans and loans transferred from the retained portfolio. At September 30, 2010, and December 31, 2009, held-for-sale loans and loans carried at fair value were $3.0 billion and $4.1 billion, respectively, in aggregate.
The Firm actively manages wholesale credit exposure through sales of loans and lending-related commitments. During the first nine months of 2010 the Firm sold $5.9 billion of loans and commitments, recognizing gains of $41 million. In the first nine months of 2009, the Firm sold $1.4 billion of loans and commitments, recognizing net losses of $29 million. These results include gains or losses on sales of nonperforming loans, if any, as discussed below. These activities are not related to the Firm’s securitization activities. For further discussion of securitization activity, see Liquidity Risk Management and Note 15 on pages 66-70 and 155-167 respectively, of this Form 10-Q.
Nonperforming wholesale loans were $5.6 billion at September 30, 2010, a decrease of $1.3 billion from December 31, 2009, primarily reflecting repayments and loan sales.
The following table presents the geographic distribution of wholesale loans and nonperforming loans as of September 30, 2010, and December 31, 2009. The geographic distribution of the wholesale portfolio is determined based predominantly on the domicile of the borrower.
Loans and nonperforming loans, U.S. and Non-U.S.
                 
Wholesale September 30, 2010 December 31, 2009
     Nonperforming     Nonperforming
(in millions) Loans loans Loans loans
 
U.S.
 $157,024  $4,762  $149,085  $5,844 
Non-U.S.
  63,573   878   55,090   1,060 
 
Ending balance
 $220,597  $5,640  $204,175  $6,904 
 
The following table presents the change in the nonperforming loan portfolio during the nine months ended September 30, 2010 and 2009.
Nonperforming loan activity
         
  Nine months ended September 30,
Wholesale  
(in millions) 2010 2009
 
Beginning balance
 $6,904  $2,382 
Additions
  5,494   10,889 
 
Reductions:
        
Paydowns and other
  3,294   3,554 
Gross charge-offs
  1,459   1,996 
Returned to performing
  237   78 
Sales
  1,768   3 
 
Total reductions
  6,758   5,631 
 
Net additions (reductions)
  (1,264)  5,258 
 
Ending balance
 $5,640  $7,640 
 

77


Table of Contents

The following table presents net charge-offs, which are defined as gross charge-offs less recoveries, for the three and nine months ended September 30, 2010 and 2009. A nonaccrual loan is charged off to the allowance for loan losses when it is highly certain that a loss has been realized; this determination considers many factors, including the prioritization of the Firm’s claim in bankruptcy, expectations of the workout/restructuring of the loan and valuation of the borrower’s equity. The amounts in the table below do not include gains from sales of nonperforming loans.
Net charge-offs
                 
  Three months ended September 30, Nine months ended September 30,
Wholesale  
(in millions, except ratios) 2010 2009 2010 2009
 
Loans — reported
                
Average loans retained
 $213,979  $217,952  $211,540  $228,506 
Net charge-offs
  266   1,058   1,456   1,928 
Average annual net charge-off rate
  0.49%  1.93%  0.92%  1.13%
 
Derivatives
Derivative contracts
In the normal course of business, the Firm uses derivative instruments to meet the needs of customers; to generate revenue through trading activities; to manage exposure to fluctuations in interest rates, currencies and other markets; and to manage the Firm’s credit exposure. For further discussion of these contracts, see Notes 5 and 22 on pages 132-140 and 174-178 of this Form 10-Q, and Notes 5 and 32 on pages 167-175 and 224-235 of JPMorgan Chase’s 2009 Annual Report.
The following table summarizes the net derivative receivables MTM for the periods presented.
         
  Derivative receivables MTM
Derivative receivables marked to market 
(in millions) September 30, 2010 December 31, 2009
 
Interest rate(a)
 $47,278  $33,733 
Credit derivatives(a)
  8,622   11,859 
Foreign exchange
  24,963   21,984 
Equity
  5,289   6,635 
Commodity
  11,141   5,999 
 
Total, net of cash collateral
  97,293   80,210 
Liquid securities and other cash collateral held against derivative receivables
  (20,780)  (15,519)
 
Total, net of all collateral
 $76,513  $64,691 
 
(a) In the first quarter of 2010, cash collateral netting reporting was enhanced. Prior periods have been revised to conform to the current presentation. The effect resulted in an increase to interest rate derivative receivables, and a corresponding decrease to credit derivative receivables, of $7.0 billion as of December 31, 2009.
The amounts of derivative receivables reported on the Consolidated Balance Sheets were $97.3 billion and $80.2 billion at September 30, 2010, and December 31, 2009, respectively. These are the amounts of the MTM or fair value of the derivative contracts after giving effect to legally enforceable master netting agreements, cash collateral held by the Firm and CVA. These amounts reported on the Consolidated Balance Sheets represent the cost to the Firm to replace the contracts at current market rates should the counterparty default. The increase in derivative receivables reflected continued declining interest rates, weakening of the U.S. dollar and the influence of rising base and precious metal prices on commodity valuations affecting interest rate, commodity and foreign exchange rate derivative contracts. However, in management’s view, the appropriate measure of current credit risk should also reflect additional liquid securities and other cash held as collateral by the Firm of $20.8 billion and $15.5 billion at September 30, 2010, and December 31, 2009, respectively, resulting in total exposure, net of all collateral, of $76.5 billion and $64.7 billion, respectively.
The Firm also holds additional collateral delivered by clients at the initiation of transactions, as well as collateral related to contracts that have a non-daily call frequency and collateral that the Firm has agreed to return but has not yet settled as of the reporting date. Though this collateral does not reduce the balances noted in the table above, it is available as security against potential exposure that could arise should the MTM of the client’s derivative transactions move in the Firm’s favor. As of September 30, 2010, and December 31, 2009, the Firm held $19.7 billion and $16.9 billion, respectively, of this additional collateral. The derivative receivables MTM, net of all collateral, also does not include other credit enhancements in the form of letters of credit. The following table summarizes the ratings profile of the Firm’s derivative receivables MTM, net of all collateral, for the dates indicated.

78


Table of Contents

Ratings profile of derivative receivables MTM
                 
  September 30, 2010 December 31, 2009
Rating equivalent Exposure net of % of exposure Exposure net of % of exposure
(in millions, except ratios) all collateral net of all collateral all collateral net of all collateral
 
AAA/Aaa to AA-/Aa3
 $32,955   43% $25,530   40%
A+/A1 to A-/A3
  16,267   21   12,432   19 
BBB+/Baa1 to BBB-/Baa3
  9,222   12   9,343   14 
BB+/Ba1 to B-/B3
  14,820   20   14,571   23 
CCC+/Caa1 and below
  3,249   4   2,815   4 
 
Total
 $76,513   100% $64,691   100%
 
The Firm actively pursues the use of collateral agreements to mitigate counterparty credit risk in derivatives. The percentage of the Firm’s derivatives transactions subject to collateral agreements - excluding foreign exchange spot trades, which are not typically covered by collateral agreements due to their short maturity - was 88% as of September 30, 2010, down from 89% at December 31, 2009. The Firm posted $84.5 billion and $56.7 billion of collateral at September 30, 2010, and December 31, 2009, respectively.
Certain derivative and collateral agreements include provisions that require the counterparty and/or the Firm, upon specified downgrades in the respective credit ratings of their legal entities, to post collateral for the benefit of the other party. At September 30, 2010, the impact of single-notch and six-notch ratings downgrade to JPMorgan Chase & Co. and its subsidiaries, primarily JPMorgan Chase Bank, N.A., would have required $1.9 billion and $5.0 billion, respectively, of additional collateral to be posted by the Firm. Certain derivative contracts also provide for termination of the contract, generally upon a downgrade to a specified rating of either the Firm or the counterparty, at the then-existing fair value of the derivative contracts.
Credit derivatives
For a more detailed discussion of credit derivatives, including types of derivatives, see Note 5, Credit derivatives, on pages 132-140 of this Form 10-Q, and Credit derivatives on pages 103-104 and Note 5, Credit derivatives, on pages 173-175 of JPMorgan Chase’s 2009 Annual Report. The following table presents the Firm’s notional amounts of credit derivatives protection purchased and sold as of September 30, 2010, and December 31, 2009.
Credit derivative positions
                     
  Notional amount  
  Dealer/client Credit portfolio  
  Protection Protection Protection Protection  
(in billions) purchased(a) sold purchased(a)(b) sold Total
 
September 30, 2010
 $2,781  $2,746  $35  $  $5,562 
December 31, 2009
  2,997   2,947   49   1   5,994 
 
(a) Included $2,738 billion and $2,987 billion at September 30, 2010, and December 31, 2009, respectively, of notional exposure where the Firm had protection sold with identical underlying reference instruments.
 
(b) Included $8.5 billion and $19.7 billion at September 30, 2010, and December 31, 2009, respectively, that represented the notional amount for structured portfolio protection; the Firm retains the first risk of loss on this portfolio.
Dealer/client
For a further discussion of the dealer/client business related to credit protection, see Dealer/client business on page 104 of JPMorgan Chase’s 2009 Annual Report. At September 30, 2010, the total notional amount of protection purchased and sold in the dealer/client business decreased by $417 billion from year-end 2009, primarily as a result of continuing industry efforts to reduce offsetting trade activity.
Credit portfolio activities
         
Use of single-name and portfolio credit derivatives Notional amount of protection purchased and sold
(in millions) September 30, 2010 December 31, 2009
 
Credit derivatives used to manage:
        
Loans and lending-related commitments
 $16,369  $36,873 
Derivative receivables
  18,753   11,958 
 
Total protection purchased(a)
  35,122   48,831 
Less: Total protection sold
  498   455 
 
Credit derivatives hedges notional
 $34,624  $48,376 
 
(a) Included $8.5 billion and $19.7 billion at September 30, 2010, and December 31, 2009, respectively, that represented the notional amount for structured portfolio protection; the Firm retains the first risk of loss on this portfolio.

79


Table of Contents

The credit derivatives used by JPMorgan Chase for credit portfolio management activities do not qualify for hedge accounting under U.S. GAAP; these derivatives are reported at fair value, with gains and losses recognized in principal transactions revenue. In contrast, the loans and lending-related commitments being risk-managed are accounted for on an accrual basis. This asymmetry in accounting treatment, between loans and lending-related commitments and the credit derivatives used in credit portfolio management activities, causes earnings volatility that is not representative, in the Firm’s view, of the true changes in value of the Firm’s overall credit exposure. The MTM value related to the Firm’s credit derivatives used for managing credit exposure, as well as the MTM value related to the CVA (which reflects the credit quality of derivatives counterparty exposure), are included in the gains and losses realized on credit derivatives disclosed in the table below. These results can vary from period to period due to market conditions that affect specific positions in the portfolio. For a discussion of CVA related to derivative contracts, see Derivative receivables MTM on pages 102—103 of JPMorgan Chase’s 2009 Annual Report.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Hedges of lending-related commitments(a)
 $(130) $(886) $(190) $(2,950)
CVA and hedges of CVA(a)
  (259)  687   (549)  2,006 
 
Net gains/(losses)
 $(389) $(199) $(739) $(944)
 
(a) These hedges do not qualify for hedge accounting under U.S. GAAP.
Lending-related commitments
JPMorgan Chase uses lending-related financial instruments, such as commitments and guarantees, to meet the financing needs of its customers. The contractual amount of these financial instruments represents the maximum possible credit risk should the counterparties draw down on these commitments or the Firm fulfills its obligation under these guarantees and the counterparties subsequently fail to perform according to the terms of these contracts.
Wholesale lending-related commitments were $338.6 billion at September 30, 2010, compared with $347.2 billion at December 31, 2009. The decrease reflected the January 1, 2010, adoption of new consolidation guidance related to VIEs. Upon adoption of the new consolidation guidance, $24.2 billion of lending-related commitments between the Firm and its administered multi-seller conduits were eliminated in consolidation. This decrease in lending-related commitments was partially offset by the addition of $6.5 billion of unfunded commitments between the consolidated multi-seller conduits and their clients. Excluding the effect of the new consolidation guidance, lending-related commitments would have increased by $9.2 billion.
In the Firm’s view, the total contractual amount of these wholesale lending-related commitments is not representative of the Firm’s actual credit risk exposure or funding requirements. In determining the amount of credit risk exposure the Firm has to wholesale lending-related commitments, which is used as the basis for allocating credit risk capital to these commitments, the Firm has established a “loan-equivalent” amount for each commitment; this amount represents the portion of the unused commitment or other contingent exposure that is expected, based on average portfolio historical experience, to become drawn upon in an event of a default by an obligor. The loan-equivalent amounts of the Firm’s lending-related commitments were $186.7 billion and $179.8 billion as of September 30, 2010, and December 31, 2009, respectively.
Country Exposure
The Firm’s wholesale portfolio includes country risk exposures to both developed and emerging markets. The Firm seeks to diversify its country exposures, including its credit-related lending, trading and investment activities, whether cross-border or locally funded.
Country exposure under the Firm’s internal risk management approach is reported based on the country where the assets of the obligor, counterparty or guarantor are located. Exposure amounts, including resale agreements, are adjusted for collateral and for credit enhancements (e.g., guarantees and letters of credit) provided by third parties; outstandings supported by a guarantor located outside the country or backed by collateral held outside the country are assigned to the country of the enhancement provider. In addition, the effect of credit derivative hedges and other short credit or equity trading positions are reflected. Total exposure measures include activity with both government and private-sector entities in a country.
The Firm also reports country exposure for regulatory purposes following FFIEC guidelines, which are different from the Firm’s internal risk management approach for measuring country exposure. For additional information on the FFIEC exposures, see Cross-border outstandings on page 264 of JPMorgan Chase’s 2009 Annual Report.

80


Table of Contents

Several European countries, including Greece, Portugal, Spain, Italy and Ireland, have been subject to credit deterioration due to weaknesses in their economic and fiscal situations. The Firm is closely monitoring its exposures to these five countries. Aggregate net exposure to these five countries as measured under the Firm’s internal approach was less than $20.0 billion at September 30, 2010, with no country representing a significant majority of the exposure. Sovereign exposure in all five countries represented less than half the aggregate net exposure. The Firm currently believes its exposure to these five countries is modest relative to the Firm’s overall risk exposures and is manageable given the size and types of exposures to each of the countries and the diversification of the aggregate exposure. The Firm continues to conduct business and support client activity in these countries and, therefore, the Firm’s aggregate net exposures may vary over time.
As part of its ongoing country risk management process, the Firm monitors exposure to emerging market countries, and utilizes country stress tests to measure and manage the risk of extreme loss associated with a sovereign crisis. There is no common definition of emerging markets, but the Firm generally includes in its definition those countries whose sovereign debt ratings are equivalent to “A+” or lower. The table below presents the Firm’s exposure to its top ten emerging markets countries based on its internal measurement approach. The selection of countries is based solely on the Firm’s largest total exposures by country and does not represent its view of any actual or potentially adverse credit conditions.
Top 10 emerging markets country exposure
                         
At September 30, 2010 Cross-border     Total
(in billions) Lending(a) Trading(b) Other(c) Total Local(d) exposure
 
South Korea
 $3.1  $1.6  $1.4  $6.1  $3.2  $9.3 
India
  2.7   3.2   1.4   7.3   1.6   8.9 
Brazil
  2.7   (1.0)  1.1   2.8   3.0   5.8 
China
  3.0   1.4   0.8   5.2   0.5   5.7 
Hong Kong
  2.3   1.2   1.2   4.7      4.7 
Mexico
  2.7   1.5   0.4   4.6      4.6 
Taiwan
  0.2   0.7   0.4   1.3   2.0   3.3 
Malaysia
  0.3   1.9   0.3   2.5   0.5   3.0 
Chile
  1.0   1.2   0.4   2.6      2.6 
Russia
  1.8   0.3   0.3   2.4   0.1   2.5 
 
                         
At December 31, 2009 Cross-border     Total
(in billions) Lending(a) Trading(b) Other(c) Total Local(d) exposure
 
South Korea
 $2.7  $1.7  $1.3  $5.7  $3.3  $9.0 
India
  1.5   2.7   1.1   5.3   0.3   5.6 
Brazil
  1.8   (0.5)  1.0   2.3   2.2   4.5 
China
  1.8   0.4   0.8   3.0      3.0 
Taiwan
  0.1   0.8   0.3   1.2   1.8   3.0 
Hong Kong
  1.1   0.2   1.3   2.6      2.6 
Mexico
  1.2   0.8   0.4   2.4      2.4 
Chile
  0.8   0.6   0.5   1.9      1.9 
Malaysia
  0.1   1.3   0.3   1.7   0.2   1.9 
South Africa
  0.4   0.8   0.5   1.7      1.7 
 
(a) Lending includes loans and accrued interest receivable, interest-bearing deposits with banks, acceptances, other monetary assets, issued letters of credit net of participations, and undrawn commitments to extend credit.
 
(b) Trading includes: (1) issuer exposure on cross-border debt and equity instruments, held both in trading and investment accounts and adjusted for the impact of issuer hedges, including credit derivatives; and (2) counterparty exposure on derivative and foreign exchange contracts, as well as security financing trades (resale agreements and securities borrowed).
 
(c) Other represents mainly local exposure funded cross-border, including capital investments in local entities.
 
(d) Local exposure is defined as exposure to a country denominated in local currency and booked locally. Any exposure not meeting these criteria is defined as cross-border exposure.

81


Table of Contents

CONSUMER CREDIT PORTFOLIO
JPMorgan Chase’s consumer portfolio consists primarily of residential mortgages, home equity loans, credit cards, auto loans, student loans and business banking loans. Included within the portfolio are home equity loans and lines of credit secured by junior liens, and mortgage loans with interest-only payment options to predominantly prime borrowers, as well as certain payment-option loans acquired from Washington Mutual that may result in negative amortization. The Firm’s primary focus is on serving the prime consumer credit market. The Firm has never originated option ARMs.
A substantial portion of the consumer loans acquired in the Washington Mutual transaction were identified as purchased credit-impaired based on an analysis of high-risk characteristics, including product type, LTV ratios, FICO scores and delinquency status. These PCI loans are accounted for on a pool basis, and the pools are considered to be performing. At the time of the acquisition, these loans were recorded at fair value, including an estimate of losses that were expected to be incurred over the estimated remaining lives of the loan pools. Therefore, no allowance for loan losses was recorded for these loans as of the transaction date. As part of its ongoing assessment of these loans, management evaluates whether higher expected future credit losses for certain pools of the PCI portfolio would result in a decrease in expected future principal cash flows for these pools. No allowance was added in the second and third quarters of 2010. The total allowance for loan losses on the PCI portfolio added since the beginning of the third quarter of 2009 is $2.8 billion.
The credit performance of the consumer portfolio across the entire product spectrum appears to have stabilized but remains under stress, as high unemployment and weak overall economic conditions continue to put pressure on the number of loans charged off, and weak housing prices continue to negatively affect the severity of loss recognized on real estate loans that default. Delinquencies and nonperforming loans remain elevated. The delinquency trend exhibited improvement in the first half of 2010, but early-stage delinquencies (30–89 days delinquent) flattened across most RFS products in the third quarter. Late-stage real estate delinquencies (150+ days delinquent) remain elevated. The elevated level of these credit quality metrics is due, in part, to loss-mitigation activities currently being undertaken and elongated foreclosure processing timelines. Losses related to these loans continued to be recognized in accordance with the Firm’s standard charge-off practices, but some delinquent loans that would have otherwise been foreclosed upon remain in the mortgage and home equity loan portfolios.
Since mid-2007, the Firm has taken actions to reduce risk exposure to consumer loans by tightening both underwriting and loan qualification standards, as well as eliminating certain products and channels for residential real estate lending. The tightening of underwriting criteria for auto loans has resulted in the reduction of both extended-term and high LTV financing. In addition, new originations of private student loans are limited to school-certified loans, the majority of which include a qualified co-borrower.
As a further action to reduce risk associated with lending-related commitments, the Firm has reduced or canceled certain lines of credit as permitted by law. For example, the Firm may reduce or close home equity lines of credit when there are significant decreases in the value of the underlying property or when there has been a demonstrable decline in the creditworthiness of the borrower. Also, the Firm typically closes credit card lines when the borrower is 60 days or more past due. Finally, certain inactive credit card lines have been closed, and a number of active credit card lines have been reduced for risk management purposes.
The following tables present managed consumer credit–related information (including RFS, CS and residential real estate loans reported in the Corporate/Private Equity segment) for the dates indicated. For further information about the Firm’s nonaccrual and charge-off accounting policies, see Note 13 on pages 149–154 of this Form 10-Q.

82


Table of Contents

Consumer credit-related information
                         
                  90 days or more past due and
  Credit exposure Nonperforming loans(j)(k) still accruing(k)
  Sept. 30, Dec. 31, Sept. 30, Dec. 31, Sept. 30, Dec. 31,
(in millions, except ratios) 2010 2009 2010 2009 2010 2009
 
Consumer loans — excluding purchased credit-impaired loans and loans held-for-sale
                        
Home equity — senior lien(a)
 $25,167  $27,376  $466  $477  $  $ 
Home equity — junior lien(b)
  66,561   74,049   785   1,188       
Prime mortgage(c)
  65,790   66,892   4,420   4,355       
Subprime mortgage(c)
  12,009   12,526   2,649   3,248       
Option ARMs(c)
  8,415   8,536   437   312       
Auto loans(c)(d)
  48,186   46,031   145   177       
Credit card — reported(c)(e)(f)
  136,436   78,786   2   3   3,288   3,481 
Other(c)
  32,151   31,700   959   900   572   542 
 
Total consumer loans
  394,715   345,896   9,863   10,660   3,860   4,023 
 
Consumer loans — purchased credit-impaired
                        
Home equity
  24,982   26,520  NA NA NA NA
Prime mortgage
  17,904   19,693  NA NA NA NA
Subprime mortgage
  5,496   5,993  NA NA NA NA
Option ARMs
  26,370   29,039  NA NA NA NA
 
Total consumer loans — purchased credit-impaired
  74,752   81,245  NA NA NA NA
 
Total consumer loans — retained
  469,467   427,141   9,863   10,660   3,860   4,023 
 
Loans held-for-sale
  467   2,142             
 
Total consumer loans — reported
  469,934   429,283   9,863   10,660   3,860   4,023 
 
Credit card — securitized (c)(g)
 NA  84,626  NA    NA  2,385 
 
Total consumer loans — managed(c)
  469,934   513,909   9,863   10,660   3,860   6,408 
 
Total consumer loans — managed – excluding purchased credit-impaired loans(c)
  395,182   432,664   9,863   10,660   3,860   6,408 
 
Consumer lending-related commitments:
                        
Home equity — senior lien(a)(h)
  17,956   19,246                 
Home equity — junior lien(b)(h)
  32,457   37,231                 
Prime mortgage
  1,487   1,654                 
Subprime mortgage
                      
Option ARMs
                      
Auto loans
  5,892   5,467                 
Credit card(h)
  547,195   569,113                 
Other
  10,483   11,229                 
                 
Total lending-related commitments
  615,470   643,940                 
                 
Total consumer credit portfolio
 $1,085,404  $1,157,849                 
                 
Memo: Credit card — managed(c)
 $136,436  $163,412  $2  $3  $3,288  $5,866 
 

83


Table of Contents

                                 
  Three months ended September 30, Nine months ended September 30,
          Average annual         Average annual
  Net charge-offs net charge-off rate(l) Net charge-offs net charge-off rate(l)
(in millions, except ratios) 2010 2009 2010 2009 2010 2009 2010 2009
 
Consumer loans — excluding purchased credit-impaired loans
                                
Home equity — senior lien(a)
 $58  $65   0.90%  0.93% $197  $164   0.99%  0.77%
Home equity — junior lien(b)
  672   1,077   3.94   5.41   2,455   3,341   4.70   5.49 
Prime mortgage(c)
  265   528   1.58   3.09   995   1,323   1.97   2.53 
Subprime mortgage(c)
  206   422   6.64   12.31   945   1,196   9.72   11.18 
Option ARMs(c)
  11   15   0.52   0.67   56   34   0.88   0.51 
Auto loans(c)
  67   159   0.56   1.46   227   479   0.64   1.49 
Credit card — reported(c)
  3,133   2,694   8.87   12.85   11,366   7,412   10.31   10.99 
Other(c)
  267   355   3.28   4.31   872   911   3.55   3.65 
 
Total consumer loans — excluding purchased credit-impaired loans(i)
  4,679   5,315   4.64   5.92   17,113   14,860   5.54   5.37 
 
Total consumer loans — reported
  4,679   5,315   3.90   4.79   17,113   14,860   4.66   4.36 
 
Credit card — securitized(c)(g)
 NA  1,698  NA  7.83  NA  4,826  NA  7.56 
 
Total consumer loans – managed(c)
  4,679   7,013   3.90   5.29   17,113   19,686   4.66   4.86 
 
Total consumer loans — managed — excluding purchased credit- impaired loans(c)(i)
  4,679   7,013   4.64   6.29   17,113   19,686   5.54   5.78 
 
Memo: Credit card — managed(c)
 $3,133  $4,392   8.87%  10.30% $11,366  $12,238   10.31%  9.32%
 
(a) Represents loans where JPMorgan Chase holds the first security interest on the property.
 
(b) Represents loans where JPMorgan Chase holds a security interest that is subordinate in rank to other liens.
 
(c) Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs. Upon the adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts and certain other consumer loan securitization entities, primarily mortgage-related. As a result, related receivables are now recorded as loans on the Consolidated Balance Sheet. As a result of the consolidation of the securitization trusts, reported and managed basis are equivalent for periods beginning after January 1, 2010. For further discussion, see Explanation and Reconciliation of the Firm’s Use of Non-GAAP Financial Measures on pages 15–19 of this Form 10-Q.
 
(d) Excluded operating lease–related assets of $3.5 billion and $2.9 billion at September 30, 2010, and December 31, 2009, respectively.
 
(e) Includes $1.0 billion of loans at December 31, 2009, held by the WMMT, which were consolidated onto the Firm’s Consolidated Balance Sheets at fair value during the second quarter of 2009. Such loans had been fully repaid or charged off as of September 30, 2010. See Note 15 on pages 198–205 of JPMorgan Chase’s 2009 Annual Report.
 
(f) Includes billed finance charges and fees net of an allowance for uncollectible amounts.
 
(g) Loans securitized are defined as loans that were sold to nonconsolidated securitization trusts and were not included in reported loans. For a further discussion of credit card securitizations, see CS on pages 36–40 of this Form 10-Q.
 
(h) The credit card and home equity lending-related commitments represent the total available lines of credit for these products. The Firm has not experienced, and does not anticipate, that all available lines of credit would be used at the same time. For credit card commitments and home equity commitments (if certain conditions are met), the Firm can reduce or cancel these lines of credit by providing the borrower prior notice or, in some cases, without notice as permitted by law.
 
(i) Charge-offs are not recorded on PCI loans until actual losses exceed estimated losses that were recorded as purchase accounting adjustments at the time of acquisition. To date, no charge-offs have been recorded for these loans.
 
(j) At September 30, 2010, and December 31, 2009, nonperforming loans exclude: (1) mortgage loans insured by U.S. government agencies of $10.2 billion and $9.0 billion, respectively, that are 90 days past due and accruing at the guaranteed reimbursement rate; and (2) student loans that are 90 days past due and still accruing, which are insured by U.S. government agencies under the FFELP, of $572 million and $542 million, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally. In addition, the Firm’s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance. Under guidance issued by the FFIEC, credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specified event (e.g., bankruptcy of the borrower), whichever is earlier.
 
(k) Excludes PCI loans that were acquired as part of the Washington Mutual transaction, which are accounted for on a pool basis. Since each pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, the past due status of the pools, or that of individual loans within the pools, is not meaningful. Because the Firm is recognizing interest income on each pool of loans, they are all considered to be performing.
 
(l) Average consumer loans held-for-sale and loans at fair value were $338 million and $1.3 billion for the quarters ended September 30, 2010 and 2009, respectively, and $1.7 billion and $2.4 billion for year-to-date 2010 and 2009, respectively. These amounts were excluded when calculating the net charge-off rates.

84


Table of Contents

The following table presents consumer nonperforming assets by business segment as of September 30, 2010, and December 31, 2009.
Consumer nonperforming assets
                                 
  September 30, 2010 December 31, 2009
      Assets acquired in         Assets acquired in  
      loan satisfactions         loan satisfactions  
  Nonperforming Real estate     Nonperforming Nonperforming Real estate     Nonperforming
(in millions) loans owned Other assets loans owned Other assets
 
Retail Financial Services(a)(b)
 $9,801  $1,390  $64  $11,255  $10,611  $1,154  $99  $11,864 
Card Services(a)
  2         2   3         3 
Corporate/Private Equity
  60   10      70   46   2      48 
 
Total
 $9,863  $1,400  $64  $11,327  $10,660  $1,156  $99  $11,915 
 
(a) At September 30, 2010, and December 31, 2009, nonperforming loans and assets excluded: (1) mortgage loans insured by U.S. government agencies of $10.2 billion and $9.0 billion, respectively, that are 90 days past due and accruing at the guaranteed reimbursement rate; (2) real estate owned insured by U.S. government agencies of $1.7 billion and $579 million, respectively; and (3) student loans that are 90 days past due and still accruing, which are insured by U.S. government agencies under the FFELP, of $572 million and $542 million, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally. In addition, the Firm’s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance. Under guidance issued by the FFIEC, credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specified event (e.g., bankruptcy of the borrower), whichever is earlier.
 
(b) Excludes PCI loans that were acquired as part of the Washington Mutual transaction, which are accounted for on a pool basis. Since each pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows, the past-due status of the pools, or that of individual loans within the pools, is not meaningful. Because the Firm is recognizing interest income on each pool of loans, they are all considered to be performing.
Effective January 1, 2010, the Firm adopted new guidance that amended the accounting for consolidation of VIEs. Upon adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts and certain other consumer loan securitization entities. The following table summarizes the impact on consumer loans at adoption.
Reported loans
     
(in millions) January 1, 2010
 
Prime mortgage
 $1,477 
Subprime mortgage
  1,758 
Option ARMs
  381 
Auto loans
  218 
Student loans
  1,008 
Credit card(a)
  84,663 
 
Total increase in consumer loans
 $89,505 
 
(a) Represents the impact of adoption of the new consolidation standard related to VIEs on reported loans for Firm-sponsored credit card securitization trusts. As a result of the consolidation of the securitization trusts, reported and managed basis are equivalent for periods beginning after January 1, 2010. For further discussion, see Explanation and Reconciliation of the Firm’s Use of Non-GAAP Financial Measures on pages 15–19 of this Form 10-Q.
Portfolio analysis
The following discussion relates to the specific loan and lending-related categories within the consumer portfolio. PCI loans are excluded from individual loan product discussions and are addressed separately below.
Home equity: Home equity loans at September 30, 2010, were $91.7 billion, compared with $101.4 billion at December 31, 2009. The decrease in this portfolio primarily reflected loan paydowns and charge-offs. Junior lien net charge-offs have declined from the prior year, but remain high. Both senior lien and junior lien nonperforming loans decreased from year-end as a result of improvement in early-stage delinquencies. Improvements in delinquencies slowed during the second quarter and have stabilized at these elevated levels during the third quarter. In addition to delinquent accounts, the Firm monitors current junior lien loans where the borrower has a first mortgage loan which is either delinquent or has been modified. The portfolio contained an estimated $4.1 billion of such junior lien loans which are considered to be at higher risk for delinquency and this risk has been considered in establishing the allowance for loan losses at September 30, 2010.
Mortgage: Mortgage loans at September 30, 2010, which include prime mortgages, subprime mortgages, option ARMs acquired in the Washington Mutual transaction and mortgage loans held-for-sale, were $86.6 billion, compared with $88.3 billion at December 31, 2009. The decrease in loans is due to portfolio runoff, partially offset by the addition of loans to the balance sheet as a result of the adoption of the new consolidation guidance related to VIEs. Net charge-offs have decreased from the prior year and prior quarter; however, losses continue to remain elevated.

85


Table of Contents

Prime mortgages were $66.2 billion, compared with $67.3 billion at December 31, 2009. The decrease in loans was due to paydowns and charge-offs on delinquent loans, partially offset by the addition of loans as a result of the adoption of the new consolidation guidance related to VIEs. Late-stage delinquencies showed improvement during the quarter, while early-stage delinquencies stabilized. Both early-stage and late-stage delinquencies remain at an elevated level. Nonperforming assets also remain high as a result of ongoing modification activity and foreclosure processing delays.
Subprime mortgages were $12.0 billion, compared with $12.5 billion at December 31, 2009. The decrease is due to paydowns and charge-offs on delinquent loans, partially offset by the addition of loans as a result of the adoption of the new consolidation guidance related to VIEs. Late-stage delinquencies, while remaining elevated, continued to improve during the third quarter, albeit at a slower rate. Early-stage delinquencies stabilized at an elevated level.
Option ARMs were $8.4 billion, relatively flat compared with December 31, 2009, due to the addition of loans as a result of the adoption of the new consolidation guidance related to VIEs, offset by paydowns in the portfolio. The option ARM portfolio represents less than 5% of the residential real estate portfolio, excluding PCI loans, and is primarily comprised of loans with low LTV ratios and high borrower FICOs. Accordingly, the Firm currently expects substantially lower losses on this portfolio when compared with the PCI option ARM pool. As of September 30, 2010, approximately 96% of option ARM borrowers were fully amortizing as a result of loan modification or payment recast, and 2% elected to make an interest-only or minimum payment. The cumulative amount of unpaid interest added to the unpaid principal balance due to negative amortization of option ARMs was $58 million and $78 million at September 30, 2010, and December 31, 2009, respectively. Assuming current market interest rates, the Firm would expect the following balance of current loans to experience a payment recast: $245 million in 2010, $368 million in 2011 and $599 million in 2012. New originations of option ARMs were discontinued by Washington Mutual prior to the date of JPMorgan Chase’s acquisition of the banking operations of Washington Mutual.
Auto loans: As of September 30, 2010, auto loans were $48.2 billion, compared with $46.0 billion at December 31, 2009. Delinquent loans were lower than in the prior year, while provision expense decreased due to favorable loss severities as a result of higher used-car prices nationwide. The auto loan portfolio reflects a high concentration of prime quality credits.
Credit card: Credit card receivables (which include receivables in its Firm-sponsored credit card securitization trusts that were not reported on the Consolidated Balance Sheets prior to January 1, 2010) were $136.4 billion at September 30, 2010, a decrease of $27.0 billion from year-end 2009, due to the decline in lower-yielding promotional balances and the Washington Mutual portfolio runoff.
The 30-day delinquency rate decreased to 4.57% at September 30, 2010, from 6.28% at December 31, 2009, while the net charge-off rate decreased to 8.87% for the third quarter of 2010, from 10.30% for the third quarter of 2009. The delinquency trend is showing improvement, especially within early stage delinquencies. Charge-offs remain elevated, but decreased from the prior-year quarter as a result of lower delinquent loans and higher repayment rates. Provision expense reflected a $1.5 billion decrease in the allowance for loan losses in the third quarter of 2010, reflecting lower estimated losses, primarily related to the improvement in the delinquent loan trend and lower levels of outstandings. The credit card portfolio continues to reflect a well-seasoned, largely rewards-based portfolio that has good U.S. geographic diversification.
Credit card receivables, excluding the Washington Mutual portfolio, were $121.9 billion at September 30, 2010, compared with $143.8 billion at December 31, 2009. The 30-day delinquency rate was 4.13% at September 30, 2010, down from 5.52% at December 31, 2009; the net charge-off rate, excluding the Washington Mutual portfolio, decreased to 8.06% for the third quarter of 2010 from 9.41% in the third quarter of 2009.
Credit card receivables in the Washington Mutual portfolio were $14.5 billion at September 30, 2010, compared with $19.7 billion at December 31, 2009. The Washington Mutual portfolio’s 30-day delinquency rate was 8.29% at September 30, 2010, compared with 12.72% at December 31, 2009; the year-end delinquency rate excludes the impact of the consolidation of the WMMT in the second quarter of 2009 as a result of certain actions taken at that time. The net charge-off rate in the third quarter of 2010 was 15.58%, compared with 21.94% in the third quarter of 2009, excluding the impact of the purchase accounting adjustments related to the consolidation of the WMMT in the second quarter of 2009.
Other: Other loans primarily include business banking loans (which are highly collateralized loans, often with personal loan guarantees), student loans, and other secured and unsecured consumer loans. As of September 30, 2010, other loans, including loans held-for-sale, were $32.2 billion, compared with $33.6 billion at December 31, 2009.
Purchased credit-impaired: PCI loans were $74.8 billion at September 30, 2010, compared with $81.2 billion at December 31, 2009. This portfolio represents loans acquired in the Washington Mutual transaction that were recorded at fair value at the time of acquisition. The fair value of these loans included an estimate of credit losses expected to be realized over the remaining lives of the loans, and therefore no allowance for loan losses was recorded for these loans as of the acquisition date.

86


Table of Contents

The Firm regularly updates the amount of expected principal and interest cash flows to be collected for these loans. Probable decreases in expected loan principal cash flows would trigger the recognition of impairment through the provision for loan losses. Probable and significant increases in expected cash flows (e.g., decreased principal credit losses, the net benefit of modifications) would first reverse any previously recorded allowance for loan losses with any remaining increase in the expected cash flows recognized prospectively in interest income over the remaining estimated lives of the underlying loans.
During the second and third quarters of 2010, the Firm did not recognize any impairment as a result of updating its assessment of expected cash flows for these PCI pools. As a result of impairment recognized in the first quarter of 2010, the Firm’s allowance for loan losses for the prime mortgage and option ARM PCI pools was $1.8 billion and $1.0 billion, respectively, at September 30, 2010, compared with $1.1 billion and $491 million, respectively, at December 31, 2009. The credit performance of the other pools has generally been consistent with the estimate of losses at the acquisition date. Accordingly, no impairment for these other pools has been recognized.
Concentrations of credit risk — consumer loans other than purchased credit-impaired loans
Following is tabular information and, where appropriate, supplemental discussions about certain concentrations of credit risk for the Firm’s consumer loans, other than PCI loans, including:
 Geographic distribution of loans, including certain residential real estate loans with high LTV ratios; and
 
 Loans that are 30+ days past due.
Consumer loans by geographic region
                                                 
                                      Total     Total
  Home Home             Total             consumer     consumer
September 30, 2010 equity- equity- Prime Subprime Option home loan     Card- All other loans- Card loans- loans-
(in billions) senior lien junior lien mortgage mortgage ARMs portfolio Auto reported loans reported securitized(b) managed
 
California
 $3.4  $15.1  $16.3  $1.8  $3.7  $40.3  $4.4  $18.3  $2.0  $65.0  NA $65.0 
New York
  3.2   11.6   8.3   1.5   0.9   25.5   3.8   10.6   4.2   44.1  NA  44.1 
Texas
  3.8   2.3   2.2   0.3   0.2   8.8   4.6   10.2   3.7   27.3  NA  27.3 
Florida
  1.1   3.6   4.6   1.7   0.8   11.8   1.9   7.9   1.1   22.7  NA  22.7 
Illinois
  1.7   4.4   3.2   0.5   0.4   10.2   2.5   7.6   2.2   22.5  NA  22.5 
Ohio
  2.2   1.6   0.4   0.3      4.5   3.0   5.5   2.6   15.6  NA  15.6 
New Jersey
  0.7   3.5   1.7   0.6   0.3   6.8   1.8   5.6   0.9   15.1  NA  15.1 
Michigan
  1.2   1.7   1.0   0.3   0.1   4.3   2.4   4.3   2.1   13.1  NA  13.1 
Arizona
  1.5   3.1   1.2   0.3   0.1   6.2   1.5   3.1   1.6   12.4  NA  12.4 
Pennsylvania
  0.2   1.1   0.4   0.4   0.1   2.2   2.1   5.0   0.6   9.9  NA  9.9 
Washington
  0.8   2.2   1.7   0.2   0.4   5.3   0.7   2.5   0.4   8.9  NA  8.9 
Colorado
  0.3   1.5   1.5   0.2   0.2   3.7   1.0   3.2   1.0   8.9  NA  8.9 
All other(a)
  5.1   14.9   23.7   3.9   1.2   48.8   18.5   52.6   9.8   129.7  NA  129.7 
 
Total
 $25.2  $66.6  $66.2  $12.0  $8.4  $178.4  $48.2  $136.4  $32.2  $395.2  NA $395.2 
 
                                                 
                                      Total     Total
  Home Home             Total             consumer     consumer
December 31, 2009 equity- equity- Prime Subprime Option home loan     Card- All other loans- Card loans- loans-
(in billions) senior lien junior lien mortgage mortgage ARMs portfolio Auto reported loans reported securitized(b) managed
 
California
 $3.6  $16.9  $18.7  $1.7  $3.8  $44.7  $4.4  $11.0  $1.8  $61.9  $11.4  $73.3 
New York
  3.4   12.4   8.7   1.5   0.9   26.9   3.8   6.0   4.2   40.9   6.7   47.6 
Texas
  4.2   2.7   1.4   0.4   0.2   8.9   4.3   5.6   3.8   22.6   6.5   29.1 
Florida
  1.2   4.1   4.9   1.9   0.7   12.8   1.8   5.2   0.9   20.7   4.8   25.5 
Illinois
  1.8   4.8   2.9   0.6   0.4   10.5   2.4   3.9   2.4   19.2   4.9   24.1 
Ohio
  2.3   1.9   0.4   0.3      4.9   3.2   3.1   2.9   14.1   3.4   17.5 
New Jersey
  0.8   3.8   1.9   0.6   0.3   7.4   1.8   3.0   0.9   13.1   3.6   16.7 
Michigan
  1.3   1.9   0.9   0.3      4.4   2.1   2.4   2.5   11.4   2.9   14.3 
Arizona
  1.6   3.6   1.3   0.3   0.1   6.9   1.5   1.7   1.6   11.7   2.1   13.8 
Pennsylvania
  0.2   1.2   0.5   0.4   0.1   2.4   2.0   2.8   0.8   8.0   3.2   11.2 
Washington
  0.9   2.4   1.7   0.3   0.4   5.7   0.6   1.5   0.4   8.2   1.5   9.7 
Colorado
  0.4   1.7   1.6   0.2   0.2   4.1   1.0   1.6   0.8   7.5   2.1   9.6 
All other(a)
  5.7   16.6   22.4   4.0   1.4   50.1   17.1   31.0   10.6   108.8   31.5   140.3 
 
Total
 $27.4  $74.0  $67.3  $12.5  $8.5  $189.7  $46.0  $78.8  $33.6  $348.1  $84.6  $432.7 
 
(a) Includes prime mortgage loans repurchased from Ginnie Mae pools, which are insured by U.S. government agencies, of $12.4 billion and $10.4 billion at September 30, 2010, and December 31, 2009, respectively. Prior period amounts have been revised to conform to the current period presentation. See further discussion of loans repurchased from Ginnie Mae pools in Repurchase liability on pages 58–61 of this Form 10-Q.
 
(b) Loans securitized are defined as loans that were sold to nonconsolidated securitization trusts and were not included in reported loans at December 31, 2009. For further discussion of credit card securitizations, see Note 15 on pages 155–167 of this Form 10-Q.

87


Table of Contents

The following table presents the geographic distribution of certain residential real estate loans with current estimated LTV ratios in excess of 100% as of September 30, 2010, and December 31, 2009, excluding PCI loans acquired in the Washington Mutual transaction. The estimated collateral values used to calculate the current estimated LTV ratios in the following table do not represent actual appraised loan-level collateral values; as such the resulting ratios are necessarily imprecise and should therefore be viewed as estimates.
Geographic distribution of residential real estate loans with current estimated LTVs > 100%(a)
                     
September 30, 2010 Home equity-     Subprime     % of total
(in billions, except ratios) junior lien(c) Prime mortgage(d) mortgage Total loans(e)
 
California
 $6.0  $5.0  $0.8  $11.8   36%
New York
  1.9   0.4   0.2   2.5   12 
Arizona
  2.2   0.6   0.2   3.0   65 
Florida
  2.2   2.3   0.9   5.4   55 
Michigan
  1.1   0.5   0.2   1.8   60 
All other
  6.7   1.9   1.2   9.8   16 
     
Total LTV >100%
 $20.1  $10.7  $3.5  $34.3   26%
 
                    
As a percentage of total loans
  30%  20%  29%  26%    
Total portfolio average LTV at origination
  73   70   78         
Total portfolio average current estimated LTV(b)
  91   82   92         
 
                     
December 31, 2009 Home equity-     Subprime     % of total
(in billions, except ratios) junior lien(c) Prime mortgage(d) mortgage Total loans(e)
 
California
 $6.7  $5.7  $1.0  $13.4   36%
New York
  1.7   0.3   0.2   2.2   10 
Arizona
  2.4   0.7   0.2   3.3   63 
Florida
  2.5   2.5   1.2   6.2   57 
Michigan
  1.3   0.4   0.2   1.9   61 
All other
  6.9   1.6   1.3   9.8   15 
     
Total LTV >100%
 $21.5  $11.2  $4.1  $36.8   26%
 
                    
As a percentage of total loans
  29%  20%  33%  26%    
Total portfolio average LTV at origination
  74   71   79         
Total portfolio average current estimated LTV(b)
  90   81   95         
 
(a) Home equity — junior lien, prime mortgage and subprime mortgage loans with current estimated LTVs greater than 80% up to and including 100% were $16.1 billion, $13.1 billion and $3.2 billion, respectively, at September 30, 2010, and $17.9 billion, $15.0 billion and $3.7 billion, respectively, at December 31, 2009.
 
(b) The average current estimated LTV ratio reflects the outstanding balance at the balance sheet date, divided by the estimated current property value. Current property values are estimated based on home valuation models utilizing nationally recognized home price index valuation estimates.
 
(c) Represents combined LTV, which considers all available lien positions related to the property. All other products are presented without consideration of subordinate liens on the property. Prior period amounts have been revised to conform to the current period presentation.
 
(d) Excludes mortgage loans insured by the U.S. government agencies of $7.5 billion and $5.0 billion at September 30, 2010, and December 31, 2009, respectively. Prior period amounts have been revised to conform to the current period presentation.
 
(e) Represents the percentage of total loans of the noted product types, excluding mortgage loans insured by U.S. government agencies.
The consumer credit portfolio is geographically diverse. The greatest concentration of loans is in California. Excluding mortgage loans insured by U.S. government agencies, California represents 17% of total managed consumer loans at both September 30, 2010, and December 31, 2009, and 24% and 25% of total residential real estate loans at September 30, 2010, and December 31, 2009, respectively. Of the total managed consumer loan portfolio, excluding mortgage loans insured by U.S. government agencies, $157.3 billion, or 41%, is concentrated in California, New York, Arizona, Florida and Michigan at September 30, 2010, compared with $174.5 billion, or 41%, at December 31, 2009.
Declining home prices have had a significant impact on the collateral value underlying the Firm’s residential real estate loan portfolio. In general, the delinquency rate for loans with high LTV ratios is greater than the delinquency rate for loans in which the borrower has equity in the collateral. While a large portion of the loans with estimated LTV ratios greater than 100% continue to pay and are current, the continued willingness and ability of these borrowers to pay remains uncertain. Nonperforming loans in the residential real estate portfolio totaled $8.8 billion at September 30, 2010, of which 71% were greater than 150 days past due; this compared with total residential real estate nonperforming loans of $9.6 billion at December 31, 2009, of which 64% were greater than 150 days past due. In the aggregate, the unpaid principal balance of these loans has been charged down by approximately 33% and 36% to estimated collateral value at September 30, 2010, and December 31, 2009, respectively.

88


Table of Contents

Consumer 30+ day delinquency information
                 
  30+ day delinquent loans 30+ day delinquency rate
  September 30, December 31, September 30, December 31,
(in millions, except ratios) 2010 2009 2010 2009
 
Consumer loans — excluding purchased credit-impaired loans(a)
                
Home equity — senior lien
 $771  $833   3.06%  3.04%
Home equity — junior lien
  1,845   2,515   2.77   3.40 
Prime mortgage
  4,842(d)  5,532(d)  7.31(f)  8.21(f)
Subprime mortgage
  3,052   4,232   25.41   33.79 
Option ARMs
  564   438   6.70   5.13 
Auto loans
  467   750   0.97   1.63 
Credit card — reported(b)
  6,237   6,093   4.57   7.73 
Other
  1,363(e)  1,306(e)  4.24   3.91 
 
Total consumer loans — excluding purchased credit-impaired loans — reported
 $19,141  $21,699   4.84%  6.23%
 
Credit card — securitized(b)(c)
 NA  4,174  NA  4.93 
 
Total consumer loans — excluding purchased credit-impaired loans – managed(b)
 $19,141  $25,873   4.84%  5.98%
 
Memo: Credit card — managed(b)
 $6,237  $10,267   4.57%  6.28%
 
(a) The delinquency rate for PCI loans, which is based on the unpaid principal balance, was 28.07% and 27.79% at September 30, 2010, and December 31, 2009, respectively.
 
(b) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. As a result of the consolidation of the credit card securitization trusts, reported and managed basis are equivalent for periods beginning after January 1, 2010. For further discussion, see Explanation and Reconciliation of the Firm’s Use of Non-GAAP Financial Measures on pages 15-19 of this Form 10-Q.
 
(c) Loans securitized are defined as loans that were sold to nonconsolidated securitization trusts and were not included in reported loans at December 31, 2009. For a further discussion of credit card securitizations, see CS on pages 36-40 of this Form 10-Q.
 
(d) Excludes 30+ day delinquent mortgage loans that are insured by U.S. government agencies of $11.1 billion and $9.7 billion at September 30, 2010, and December 31, 2009, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally.
 
(e) Excludes 30+ day delinquent loans that are 30 days or more past due and still accruing, which are insured by U.S. government agencies under the FFELP, of $1.0 billion and $942 million at September 30, 2010, and December 31, 2009, respectively. These amounts are excluded as reimbursement of insured amounts is proceeding normally.
 
(f) The denominator for the calculation of the 30+ day delinquency rate includes: (1) residential real estate loans reported in the Corporate/Private Equity segment; and (2) mortgage loans insured by U.S. government agencies. The 30+ day delinquency rate excluding these loan balances was 10.75% and 11.24% at September 30, 2010, and December 31, 2009, respectively.
Consumer 30+ day delinquencies have decreased to 4.84% of the consumer loan portfolio at September 30, 2010, compared with 5.98% at December 31, 2009, driven predominantly by a $4.0 billion decrease in CS delinquencies as well as a $2.5 billion decrease in residential real estate delinquencies. Early stage delinquencies (30–89 days delinquent) in the residential real estate portfolios have shown improvement since December 31, 2009, while late stage delinquencies (150+ days delinquent) have stabilized but remain elevated, due in part to loss-mitigation activities and elongated foreclosure processing timelines. Improvement in delinquencies has slowed during the quarter and have stabilized at an elevated level. Losses related to the residential real estate portfolio continue to be recognized in accordance with the Firm’s normal charge-off practices; as such, these loans are reflected at their estimated collateral value.

89


Table of Contents

Concentrations of credit risk — purchased credit-impaired loans
The following table presents the current estimated LTV ratio, as well as the ratio of the carrying value of the underlying loans to the current estimated collateral value, for PCI loans. Because such loans were initially measured at fair value, the ratio of the carrying value to the current estimated collateral value will be lower than the current estimated LTV ratio, which is based on the unpaid principal balance. The estimated collateral values used to calculate these ratios do not represent actual appraised loan-level collateral values; as such, the resulting ratios are necessarily imprecise and should therefore be viewed as estimates.
LTV ratios and ratios of carrying values to current estimated collateral values — purchased credit-impaired
                 
              Ratio of carrying value
September 30, 2010 Unpaid principal Current estimated Carrying to current estimated
(in billions, except ratios) balance(a) LTV ratio(b) value(d) collateral value
 
Option ARMs
 $32.1   110% $26.4   87%(e)
Home equity
  29.3   115(c)  25.0   98 
Prime mortgage
  19.7   107   17.9   88(e)
Subprime mortgage
  8.3   111   5.5   74 
 
                 
              Ratio of carrying value
December 31, 2009 Unpaid principal Current estimated Carrying to current estimated
(in billions, except ratios) balance(a) LTV ratio(b) value(d) collateral value
 
Option ARMs
 $37.4   113% $29.0   86%(e)
Home equity
  32.9   115(c)  26.5   93 
Prime mortgage
  22.0   106   19.7   90(e)
Subprime mortgage
  9.0   110   6.0   73 
 
(a) Represents the contractual amount of principal owed at September 30, 2010, and December 31, 2009.
 
(b) Represents the aggregate unpaid principal balance of loans divided by the estimated current property value. Current property values are estimated based on home valuation models utilizing nationally recognized home price index valuation estimates.
 
(c) Represents current estimated combined LTV, which considers all available lien positions related to the property. All other products are presented without consideration of subordinate liens on the property. Prior period amounts have been revised to conform to the current period presentation.
 
(d) Carrying values include the effect of fair value adjustments that were applied to the consumer PCI portfolio at the date of acquisition.
 
(e) As of September 30, 2010, and December 31, 2009, the ratios of the carrying value to current estimated collateral value are net of the allowance for loan losses of $1.8 billion and $1.1 billion for the prime mortgage pool, respectively, and $1.0 billion and $491 million for the option ARM pool, respectively.
PCI loans in the states of California and Florida represented 54% and 10%, respectively, of total PCI loans at September 30, 2010, compared with 54% and 11%, respectively, at December 31, 2009. The current estimated LTV ratios were 117% and 133% for California and Florida loans, respectively, at September 30, 2010, compared with 118% and 136%, respectively, at December 31, 2009. Loan concentrations in California and Florida, as well as the continued pressure on housing prices in those states, have contributed negatively to both the current estimated LTV ratio and the ratio of carrying value to current collateral value for loans in the PCI portfolio. While the carrying value of the PCI loans is below the current estimated collateral value of the loans, the ultimate performance of this portfolio is highly dependent on the borrowers’ behavior and ongoing ability and willingness to continue to make payments on homes with negative equity as well as the cost of alternative housing.
Option ARM and prime purchased credit-impaired pools: Approximately 61% of the option ARM PCI pool is fully amortizing as a result of loan modification or payment recast at September 30, 2010. Of the remaining 39%, or $12.4 billion, option ARM PCI loans totaling $5.7 billion were past due and $5.4 billion represented borrowers who elected to make an interest-only or minimum payment. The cumulative amount of unpaid interest added to the unpaid principal balance of the option ARM PCI pool was $1.5 billion and $1.9 billion at September 30, 2010, and December 31, 2009, respectively. Assuming current market interest rates, the Firm would expect the following balance of current option ARM PCI loans to experience a payment recast: $515 million in 2010, $1.9 billion in 2011 and $3.0 billion in 2012.
The option ARM and prime mortgage PCI pools continue to show some signs of stabilization and are performing within management’s revised expectations. Accordingly, no impairment was recognized for the PCI prime mortgage or option ARM pools during the second and third quarters of 2010. Previously, management concluded as part of the Firm’s regular assessment of these pools that it was probable that higher expected principal credit losses for the prime mortgage and option ARM PCI pools would result in a decrease in expected cash flows. As a result, an allowance for loan losses for impairment of the prime mortgage and option ARM pools has been recognized. As of September 30, 2010, the total allowance for loan losses for the prime mortgage and option ARM PCI pools was $1.8 billion and $1.0 billion, respectively, compared with $1.1 billion and $491 million, respectively, at December 31, 2009.

90


Table of Contents

Other purchased credit-impaired pools: The credit performance of the home equity and subprime PCI pools has generally been consistent with the estimate of losses at the acquisition date. Accordingly, no impairment for these pools has been recognized.
The following table provides a summary of lifetime loss estimates included in the nonaccretable difference and the allowance for loan losses. Principal charge-offs will not be recorded on these pools until the nonaccretable difference has been fully depleted.
                         
    Lifetime loss estimates(a)    LTD liquidation losses(b)
  September 30, December 31,   September 30, December 31,
(in millions) 2010 2009   2010 2009
 
Option ARMs
 $11,350  $10,650    $4,333  $1,744 
Home equity
  13,138   13,138     8,278   6,060 
Prime mortgage
  5,020   4,240     1,329   794 
Subprime mortgage
  3,842   3,842     1,165   796 
 
Total
 $33,350  $31,870    $15,105  $9,394 
 
(a) Includes the original nonaccretable difference established in purchase accounting of $30.5 billion for principal losses only. The remaining nonaccretable difference for principal losses and foregone interest on modified loans is $15.4 billion and $21.1 billion at September 30, 2010, and December 31, 2009, respectively. All probable increases in principal losses and foregone interest subsequent to the purchase date are reflected in the allowance for loan losses.
 
(b) Life-to-date (“LTD”) liquidation losses represent realization of loss upon loan resolution.
Loan modification activities
For additional information about consumer loan modification activities, including consumer loan modifications accounted for as troubled debt restructurings (“TDRs”), see Note 13 on pages 149-154 of this Form 10-Q, and Note 13 on pages 192-196 of JPMorgan Chase’s 2009 Annual Report.
Residential real estate loans: For both the Firm’s on-balance sheet loans and loans serviced for others, nearly 975,000 mortgage modifications have been offered to borrowers and nearly 292,000 have been approved since the beginning of 2009. Of these, approximately 252,000 have achieved permanent modification as of September 30, 2010. Of the remaining 683,000 modifications, 44% are in a trial period or still being reviewed for a modification, while 56% have dropped out of the modification program, or otherwise were not eligible for final modification.
The Firm is participating in the U.S. Treasury’s MHA programs while continuing to expand its other loss-mitigation efforts for financially distressed borrowers who do not qualify for the U.S. Treasury’s programs. The MHA programs include the Home Affordable Modification Program (“HAMP”) and the Second Lien Modification Program (“2MP”); these programs mandate standard modification terms across the industry and provide incentives to borrowers, servicers and investors who participate. The Firm completed its first permanent modifications under HAMP in September 2009. Under 2MP, which the Firm began to implement in May 2010, homeowners are offered a way to modify their second mortgages to make them more affordable when their first mortgage has been modified under HAMP.
The Firm’s other loss-mitigation programs for troubled borrowers who do not qualify for HAMP include the traditional modifications offered by the GSE’s and Ginnie Mae, as well as the Firm’s proprietary modification programs, which include similar concessions to those offered under HAMP but with expanded eligibility criteria. In addition, the Firm has offered modification programs targeted specifically to borrowers with higher-risk mortgage products.
MHA, as well as the Firm’s other loss-mitigation programs, generally provide various concessions to financially troubled borrowers, including, but not limited to, interest rate reductions, term or payment extensions, and deferral of principal payments that would have otherwise been required under the terms of the original agreement. For the 49,200 on—balance sheet loans modified under HAMP and the Firm’s other loss-mitigation programs since July 1, 2009, 54% of permanent loan modifications have included interest rate reductions, 46% have included term or payment extensions, 16% have included principal deferment and 22% have included principal forgiveness. Principal forgiveness has been limited to a specific modification program for option ARMs. The sum of the percentages of the types of loan modifications exceeds 100% because, in some cases, the modification of an individual loan includes more than one type of concession.
Generally, borrowers must make at least three payments under the revised contractual terms during a trial modification and be successfully re-underwritten with income verification before a mortgage or home equity loan can be permanently modified. When the Firm modifies home equity lines of credit, future lending commitments related to the modified loans are canceled as part of the terms of the modification.
The ultimate success of these modification programs and their impact on reducing credit losses remains uncertain given the short period of time since modification. The primary indicator used by management to monitor the success of these

91


Table of Contents

programs is the rate at which the modified loans redefault. Modification redefault rates are affected by a number of factors, including the type of loan modified, the borrower’s overall ability and willingness to repay the modified loan and other macroeconomic factors. Reduction in payment size for a borrower has shown to be the most significant driver in improving redefault rates. Modifications completed after July 1, 2009, whether under HAMP or under the Firm’s other modification programs, differ from modifications completed under prior programs in that they are generally fully underwritten after a successful trial payment period of at least three months. Approximately 85% of on-balance sheet modifications completed since July 1, 2009 were completed in 2010 with approximately 40% completed as recently as the third quarter. Performance metrics to date for modifications seasoned more than six months show weighted average redefault rates of 22% and 25% for HAMP and the Firm’s other modifications programs, respectively. While these rates compare favorably to equivalent metrics for modifications completed under prior programs, ultimate redefault rates will remain uncertain until modified loans have seasoned.
The following table presents information as of September 30, 2010, and December 31, 2009, relating to restructured on—balance sheet residential real estate loans for which concessions have been granted to borrowers experiencing financial difficulty. Modifications of PCI loans continue to be accounted for and reported as PCI loans, and the impact of the modification is incorporated into the Firm’s quarterly assessment of whether a probable and/or significant change in estimated future cash flows has occurred. Modifications of loans other than PCI loans are generally accounted for and reported as TDRs.
Restructured residential real estate loans
                 
  September 30, 2010 December 31, 2009
      Nonperforming     Nonperforming
  On-balance on-balance On-balance on-balance
(in millions) sheet loans sheet loans(d) sheet loans sheet loans(d)
 
Restructured residential real estate loans — excluding purchased credit-impaired loans(a)(b)
                
Home equity — senior lien
 $218  $31  $168  $30 
Home equity — junior lien
  269   53   222   43 
Prime mortgage
  1,811   657   634   243 
Subprime mortgage
  2,743   804   1,998   598 
Option ARMs
  75   22   8   6 
 
Total restructured residential real estate loans — excluding purchased credit-impaired loans
 $5,116  $1,567  $3,030  $920 
 
Restructured purchased credit-impaired loans(c)
                
Home equity
 $456  NA $453  NA
Prime mortgage
  2,722  NA  1,526  NA
Subprime mortgage
  3,224  NA  1,954  NA
Option ARMs
  8,933  NA  2,972  NA
 
Total restructured purchased credit-impaired loans
 $15,335  NA $6,905  NA
 
(a) Amounts represent the carrying value of restructured residential real estate loans.
 
(b) Excludes $2.3 billion and $296 million of loans at September 30, 2010, and December 31, 2009, respectively, that were repurchased from Ginnie Mae pools and modified subsequent to repurchase. When such loans reperform subsequent to modification they are generally sold back into Ginnie Mae loan pools. Modified loans that do not reperform will become subject to foreclosure.
 
(c) Amounts represent the unpaid principal balance of restructured PCI loans.
 
(d) Nonperforming loans modified in a TDR may be returned to accrual status when repayment is reasonably assured and the borrower has made a minimum of six payments under the new terms. As of September 30, 2010, and December 31, 2009, nonperforming loans of $933 million and $256 million, respectively, are TDRs that have not yet made six payments under their modified terms.
Excluding PCI loans, 20% of restructured residential real estate loans are greater than 30 days delinquent, which is within the Firm’s expectations.
Foreclosure prevention: Foreclosure is a last resort and the Firm makes significant efforts to help borrowers stay in their homes. Since the first quarter of 2009, the Firm has prevented over 429,000 foreclosures through loan modification, short sales, and other foreclosure prevention means.

92


Table of Contents

The Firm has a well-defined foreclosure prevention process when a borrower fails to pay on his or her loan. Customer contacts are attempted multiple times in multiple ways to pursue options other than foreclosure, including loan modification, short sales, and other foreclosure prevention means. In addition, if the Firm is unable to contact a customer, multiple reviews are completed of borrower’s facts and circumstances before a foreclosure sale is completed. By the time of a foreclosure sale, borrowers have not made a payment on average for approximately 14 months.
Foreclosure process issues
The foreclosure process is governed by laws and regulations established on a state-by-state basis. In some states, the foreclosure process involves a judicial process requiring filing documents with a court. In other states, the process is mostly non-judicial, involving various processes, some of which require filing documents with governmental agencies. The Firm has become aware that certain documents executed by Firm personnel in connection with the foreclosure process may not have complied with all applicable procedural requirements. For example, in certain instances, the underlying loan file review and verification of information for inclusion in an affidavit was performed by Firm personnel other than the affiant, or the affidavit may not have been properly notarized. The Firm instructed its outside foreclosure counsel to temporarily suspend foreclosures, foreclosure sales and evictions in 40 states and the District of Columbia so that it could review its processes. These matters are the subject of investigation by federal and state officials. Reference is made to Part II, Item 1, Legal Proceedings, “Mortgage Foreclosure Investigations and Litigation.”
The Firm is developing new processes to ensure that it satisfies all procedural requirements relating to mortgage foreclosures. The Firm expects to incur additional costs and expenses in connection with the implementation of its new foreclosure processes. The Firm intends to resume its foreclosure proceedings, foreclosure sales and evictions in some states expeditiously. It is possible that the temporary suspension will also result in additional costs and expenses, such as, for example, costs associated with the maintenance of properties while foreclosures are delayed, legal expenses associated with re-filing documents or, as necessary, re-filing foreclosure cases or costs associated with possible home price declines while foreclosures are delayed. These costs could increase depending on the length of the delay. Finally, the Firm may incur additional costs and expenses as a result of legislative, administrative or regulatory investigations relating to its former foreclosure procedures. However, the Firm cannot predict at this early stage the ultimate outcome of these matters or the impact that they could have on the Firm’s reported financial results including for example, servicing costs, legal costs and mortgage banking revenue.
Credit card loans: JPMorgan Chase has also modified the terms of credit card loan agreements with borrowers who have experienced financial difficulty. Such modifications typically include reducing the interest rate on the card and, in most cases, involve placing the customer on a fixed payment plan not exceeding 60 months; in substantially all cases, the Firm cancels the customer’s available line of credit on the credit card. If the cardholder does not comply with the modified payment terms, the credit card loan agreement generally reverts back to its original payment and interest rate terms, resulting in the loan being excluded from modified loans. Assuming that those borrowers do not begin to perform in accordance with those original payment terms, the loans continue to age and become subject to the Firm’s standard charge-off policies. Substantially all modifications of credit card loans performed under the Firm’s existing modification programs are considered to be TDRs. At September 30, 2010, and December 31, 2009, the Firm had $8.8 billion and $5.1 billion, respectively, of on—balance sheet credit card loans outstanding for borrowers enrolled in a credit card modification program. The increase in modified credit card loans outstanding from December 31, 2009, is primarily attributable to previously-modified loans held in Firm-sponsored credit card securitization trusts being consolidated as a result of adopting the new consolidation guidance. Consistent with the Firm’s policy, all credit card loans typically remain on accrual status. Based on the Firm’s historical experience, the Firm expects that a significant portion of the borrowers will not ultimately comply with the modified payment terms.

93


Table of Contents

Real estate owned (“REO”)
As part of the residential real estate foreclosure process, loans are written down to the fair value of the underlying real estate asset, less costs to sell, at acquisition. Typically, any further gains or losses on REO assets are recorded as part of other income. In those instances where the Firm gains ownership and possession of individual properties at the completion of the foreclosure process, these REO assets are managed for prompt sale and disposition at the best possible economic value. Operating expense, such as real estate taxes and maintenance, are charged to other expense. REO assets, excluding those insured by U.S. government agencies, increased $244 million from December 31, 2009, primarily related to foreclosures of non-PCI loans. It is anticipated that REO assets will continue to increase over the next several quarters, as loans moving through the foreclosure process are expected to increase.
Portfolio transfers
The Firm regularly evaluates market conditions and overall economic returns and makes an initial determination as to whether new originations will be held-for-investment or sold within the foreseeable future. The Firm also periodically evaluates the expected economic returns of previously originated loans under prevailing market conditions to determine whether their designation as held-for-sale or held-for-investment continues to be appropriate. When the Firm determines that a change in this designation is appropriate, the loans are transferred to the appropriate classification. Since the second half of 2007, all new prime mortgage originations that cannot be sold to U.S. government agencies and U.S. government-sponsored enterprises have been designated as held-for-investment. Prime mortgage loans originated with the intent to sell are accounted for at fair value and classified as trading assets on the Consolidated Balance Sheets.

94


Table of Contents

ALLOWANCE FOR CREDIT LOSSES
JPMorgan Chase’s allowance for loan losses covers the wholesale (risk-rated) and consumer (primarily scored) loan portfolios and represents management’s estimate of probable credit losses inherent in the Firm’s loan portfolio. Management also computes an allowance for wholesale lending-related commitments using a methodology similar to that used for the wholesale loans.
Determining the appropriateness of the allowance is complex and requires judgment about the effect of matters that are inherently uncertain. Assumptions about unemployment rates, housing prices and overall economic conditions could have a significant impact on the Firm’s assessment of loan quality. Subsequent evaluations of the loan portfolio, in light of then-prevailing factors, may result in significant changes in the allowances for loan losses and lending-related commitments in future periods. At least quarterly, the allowance for credit losses is reviewed by the Chief Risk Officer, the Chief Financial Officer and the Controller of the Firm, and discussed with the Risk Policy and Audit Committees of the Board of Directors of the Firm. As of September 30, 2010, JPMorgan Chase deemed the allowance for credit losses to be appropriate (i.e., sufficient to absorb losses inherent in the portfolio, including those not yet identifiable).
For a further discussion of the allowance for credit losses, see Critical Accounting Estimates Used by the Firm on page 104 and Note 14 on pages 154-155 of this Form 10-Q; and Allowance for Credit Losses on page 115, Critical Accounting Estimates Used by the Firm on pages 127-131 and Note 14 on pages 196-198 of JPMorgan Chase’s 2009 Annual Report.
The allowance for credit losses was $35.0 billion at September 30, 2010, an increase of $2.5 billion from $32.5 billion at year-end 2009. The increase was primarily due to the Firm’s adoption of new consolidation guidance related to VIEs. As a result of the consolidation of certain securitization entities, the Firm established an allowance for loan losses of $7.5 billion at January 1, 2010, primarily related to the receivables that had been held in credit card securitization trusts.
The consumer allowance for loan losses increased largely due to the aforementioned impact of new consolidation guidance. Excluding the effect of this adoption, the consumer allowance decreased by $2.7 billion from December 31, 2009. The decrease reflected a $4.0 billion reduction in the allowance in CS, reflecting lower estimated losses primarily related to improved delinquency trends as well as lower levels of outstandings. This decrease was partly offset by a $1.2 billion allowance increase in RFS during the first quarter, related to further estimated deterioration in the Washington Mutual prime and option ARM PCI pools. While RFS credit losses improved compared with the 2010 second quarter, delinquencies stabilized at elevated levels and a growing series of environmental, regulatory, and legislative challenges continue to present significant risk to credit performance, primarily in the Home Lending portfolio. After consideration of these factors, the RFS allowance for loan losses was essentially flat to the prior quarter.
The wholesale allowance for loan losses decreased by $2.2 billion from December 31, 2009. The decrease was due primarily to repayments and loan sales.
The allowance for lending-related commitments for both wholesale and consumer, which is reported in other liabilities, at September 30, 2010, and December 31, 2009, was $873 million and $939 million, respectively. The decrease primarily reflected lower wholesale commitment levels.
The credit ratios in the table below are based on retained loan balances, which exclude loans held-for-sale and loans accounted for at fair value. As of September 30, 2010 and 2009, wholesale retained loans were $217.6 billion and $213.7 billion, respectively; and consumer retained loans were $469.5 billion and $432.6 billion, respectively. For the nine months ended September 30, 2010 and 2009, average wholesale retained loans were $211.5 billion and $228.5 billion, respectively; and average consumer retained loans were $491.0 billion and $456.1 billion, respectively. Excluding held-for-sale loans, loans carried at fair value, and PCI consumer loans, the allowance for loan losses represented 5.12% of loans at September 30, 2010, compared with 5.28% at September 30, 2009.

95


Table of Contents

Summary of changes in the allowance for credit losses
                         
  2010 2009
Nine months ended September 30,            
(in millions) Wholesale Consumer Total Wholesale Consumer Total
 
Allowance for loan losses
                        
Beginning balance at January 1,
 $7,145  $24,457  $31,602  $6,545  $16,619  $23,164 
Cumulative effect of change in accounting principles(a)
  14   7,480   7,494          
Gross charge-offs(a)
  1,575   18,536   20,111   1,996   15,562   17,558 
Gross (recoveries)(a)
  (119)  (1,423)  (1,542)  (68)  (702)  (770)
 
Net charge-offs(a)
  1,456   17,113   18,569   1,928   14,860   16,788 
Provision for loan losses(a)
  (750)  14,365   13,615   3,380   21,189   24,569 
Other(b)
  10   9   19   44   (356)  (312)
 
Ending balance at September 30
 $4,963  $29,198  $34,161  $8,041  $22,592  $30,633 
 
Components:
                        
Asset-specific(c)(d)
 $1,246  $1,153  $2,399  $2,410  $1,009  $3,419 
Formula-based(a)(e)
  3,717   25,234   28,951   5,631   20,493   26,124 
Purchased credit-impaired
     2,811   2,811      1,090   1,090 
 
Total allowance for loan losses
 $4,963  $29,198  $34,161  $8,041  $22,592  $30,633 
 
Allowance for lending-related commitments
                        
Beginning balance at January 1,
 $927  $12  $939  $634  $25  $659 
Cumulative effect of change in accounting principles(a)
  (18)     (18)         
Provision for lending-related commitments(a)
  (14)  (5)  (19)  173   (11)  162 
Other
  (29)     (29)  3   (3)   
 
Ending balance at September 30
 $866  $7  $873  $810  $11  $821 
 
Components:
                        
Asset-specific
 $267  $  $267  $213  $  $213 
Formula-based
  599   7   606   597   11   608 
 
Total allowance for lending-related commitments
 $866  $7  $873  $810  $11  $821 
 
Total allowance for credit losses
 $5,829  $29,205  $35,034  $8,851  $22,603  $31,454 
 
 
                        
Credit ratios
                        
Allowance for loan losses to retained loans
  2.28%  6.22%  4.97%  3.76%  5.22%  4.74%
Allowance for loan losses to retained nonperforming loans(f)
  95   296   226   107   223   174 
Allowance for loan losses to retained nonperforming loans excluding credit card
  95   164   140   107   131   121 
Net charge-off rates(g)
  0.92   4.66   3.53   1.13   4.36   3.28 
Credit ratios excluding home lending purchased credit-impaired loans and loans held by the Washington Mutual Master Trust
                        
Allowance for loan losses to retained loans(h)
  2.28   6.69   5.12   3.77   6.21   5.28 
Allowance for loan losses to retained nonperforming loans(f)(h)
  95   268   208   107   212   168 
Allowance for loan losses to retained nonperforming loans excluding credit card(f)(h)
  95   135   121   107   121   115 
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. Upon the adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts, its Firm-administered multi-seller conduits and certain other consumer loan securitization entities, primarily mortgage-related. As a result $7.4 billion, $14 million and $127 million of allowance for loan losses were recorded on-balance sheet associated with the Firm-sponsored credit card securitization trusts, Firm-administered multi-seller conduits, and certain other consumer loan securitization entities, primarily mortgage-related, respectively. For further discussion, see Note 15 on pages 155-167 of this Form 10-Q.
 
(b) Other predominantly includes a reclassification in 2009 related to the issuance and retention of securities from the Chase Issuance Trust.
 
(c) Includes risk-rated loans that have been placed on nonaccrual status and loans that have been modified in a TDR.
 
(d) The asset-specific consumer allowance for loan losses includes TDR reserves of $980 million and $756 million at September 30, 2010 and 2009, respectively. Prior-period amounts have been reclassified from formula-based to conform with the current period presentation.
 
(e) Includes all of the Firm’s allowance for loan losses on credit card loans, including those for which the Firm has modified the terms of the loans for borrowers experiencing financial difficulty.
 
(f) The Firm’s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance issued by the FFIEC, credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specified event (e.g., bankruptcy of the borrower), whichever is earlier. The allowance for loan losses on credit card loans was $13.0 billion and $9.3 billion as of September 30, 2010 and 2009, respectively.
 
(g) Charge-offs are not recorded on PCI loans until actual losses exceed estimated losses recorded as purchase accounting adjustments at the time of acquisition. To date, no charge-offs have been recorded for any of these loans.

96


Table of Contents

(h) Excludes the impact of home lending PCI loans acquired as part of the Washington Mutual transaction. The allowance for loan losses on home lending PCI loans was $2.8 billion and $1.1 billion as of September 30, 2010 and 2009, respectively.
For more information on home lending PCI loans, see pages 90-91 and Note 13 on pages 149-154 of this Form 10-Q and pages 116-117 of JPMorgan Chase’s 2009 Annual Report.
The calculation of the allowance for loan losses to total retained loans, excluding PCI loans and loans held by the WMMT, is presented below.
         
September 30, (in millions, except ratios) 2010 2009
 
Allowance for loan losses
 $34,161  $30,633 
Less: Allowance for PCI loans
  2,811   1,090 
 
Adjusted allowance for loan losses
 $31,350  $29,543 
 
 
        
Total loans retained
 $687,049  $646,363 
Less: Firmwide PCI loans
  74,829   83,388 
Loans held by the WMMT
     3,008 
 
Adjusted loans
 $612,220  $559,967 
Allowance for loan losses to ending loans, excluding PCI loans and loans held by the WMMT
  5.12%  5.28%
 
The following table presents the allowance for credit losses by business segment at September 30, 2010, and December 31, 2009.
                         
  Allowance for credit losses
  September 30, 2010 December 31, 2009
      Lending-related         Lending-related  
(in millions) Loan losses commitments Total Loan losses commitments Total
 
Investment Bank(a)
 $1,976  $570  $2,546  $3,756  $485  $4,241 
Commercial Banking
  2,661   241   2,902   3,025   349   3,374 
Treasury & Securities Services
  54   52   106   88   84   172 
Asset Management
  257   3   260   269   9   278 
Corporate/Private Equity
  15      15   7      7 
 
Total Wholesale
  4,963   866   5,829   7,145   927   8,072 
 
Retail Financial Services(a)
  16,154   7   16,161   14,776   12   14,788 
Card Services(a)
  13,029      13,029   9,672      9,672 
Corporate/Private Equity
  15      15   9      9 
 
Total Consumer
  29,198   7   29,205   24,457   12   24,469 
 
Total
 $34,161  $873  $35,034  $31,602  $939  $32,541 
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. Upon the adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts, its Firm-administered multi-seller conduits and certain other consumer loan securitization entities, primarily mortgage-related. As a result, related receivables are now recorded in loans on the Consolidated Balance Sheet. As a result, $7.4 billion, $14 million and $127 million of allowance for loan losses were recorded on-balance sheet associated with the Firm-sponsored credit card securitization trusts, Firm-administered multi-seller conduits, and certain other consumer loan securitization entities, primarily mortgage-related, respectively. For further discussion, see Note 15 on pages 155—167 of this Form 10-Q.

97


Table of Contents

Provision for credit losses
The provision for credit losses was $3.2 billion for the three months ended September 30, 2010, down by $6.6 billion or 67% from the prior-year provision. The total consumer provision for credit losses was $3.2 billion, compared with $9.0 billion in the prior year, reflecting a reduction in the allowance for credit losses as a result of improved delinquency trends and reduced net charge-offs. The wholesale provision for credit losses was $44 million, compared with $779 million, reflecting a reduction in the allowance for credit losses predominantly as a result of continued improvement in the credit quality of the commercial and industrial portfolio, reduced net charge-offs and repayments.
                         
          Provision for lending- Total provision
  Provision for loan losses related commitments for credit losses
Three months ended September 30, (in millions) 2010 2009 2010 2009 2010 2009
 
Investment Bank(a)
 $(158) $330  $16  $49  $(142) $379 
Commercial Banking
  192   326   (26)  29   166   355 
Treasury & Securities Services
  6   1   (8)  12   (2)  13 
Asset Management
  23   37      1   23   38 
Corporate/Private Equity
  (1)  (6)        (1)  (6)
 
Total wholesale
  62   688   (18)  91   44   779 
Retail Financial Services(a)
  1,551   4,004   (3)  (16)  1,548   3,988 
Card Services — reported(a)
  1,633   3,269         1,633   3,269 
Corporate/Private Equity
  (2)  68         (2)  68 
 
Total consumer
  3,182   7,341   (3)  (16)  3,179   7,325 
 
Total provision for credit losses — reported
  3,244   8,029   (21)  75   3,223   8,104 
Credit card — securitized(a)(b)
 NA    1,698  NA      NA    1,698 
 
Total provision for credit losses — managed(a)
 $3,244  $9,727  $(21) $75  $3,223  $9,802 
 
                         
          Provision for lending- Total provision
  Provision for loan losses related commitments for credit losses
Nine months ended September 30, (in millions) 2010 2009 2010 2009 2010 2009
 
Investment Bank(a)
 $(1,053) $2,419  $124  $41  $(929) $2,460 
Commercial Banking
  253   869   (108)  91   145   960 
Treasury & Securities Services
  (33)  (39)  (24)  41   (57)  2 
Asset Management
  69   130   (6)     63   130 
Corporate/Private Equity
  14   1         14   1 
 
Total wholesale
  (750)  3,380   (14)  173   (764)  3,553 
Retail Financial Services(a)
  7,001   11,722   (5)  (11)  6,996   11,711 
Card Services — reported(a)
  7,366   9,397         7,366   9,397 
Corporate/Private Equity
  (2)  70         (2)  70 
 
Total consumer
  14,365   21,189   (5)  (11)  14,360   21,178 
 
Total provision for credit losses — reported
  13,615   24,569   (19)  162   13,596   24,731 
Credit card — securitized(a)(b)
 NA    4,826  NA      NA    4,826 
 
Total provision for credit losses — managed(a)
 $13,615  $29,395  $(19) $162  $13,596  $29,557 
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. As a result of the consolidation of the credit card securitizations trusts, reported and managed basis relating to credit card securitizations are equivalent for periods beginning after January 1, 2010. For further details regarding the Firm’s application and impact of the new guidance, see Explanation and Reconciliation of the Firm’s Use of Non-GAAP Financial Measures on pages 15-19 of this Form 10-Q.
 
(b) Loans securitized are defined as loans that were sold to unconsolidated securitization trusts and were not included in reported loans. For further discussion of credit card securitizations, see Note 15 on pages 155-167 of this Form 10-Q.

98


Table of Contents

MARKET RISK MANAGEMENT
For a discussion of the Firm’s market risk management organization, major market risk drivers and classification of risks, see pages 118—124 of JPMorgan Chase’s 2009 Annual Report.
Value-at-risk
JPMorgan Chase’s primary statistical risk measure, value-at-risk (“VaR”), estimates the potential loss from adverse market moves in a normal market environment and provides a consistent cross-business measure of risk profiles and levels of diversification. VaR is used for comparing risks across businesses, for monitoring limits and as an input to economic-capital calculations. Each business day, as part of its risk management activities, the Firm undertakes a comprehensive VaR calculation that includes the majority of its market risks. These VaR results are reported to senior management.
To calculate VaR, the Firm uses historical simulation, based on a one-day time horizon and an expected tail-loss methodology, which measures risk across instruments and portfolios in a consistent and comparable way. The simulation is based on data for the previous 12 months. This approach assumes that historical changes in market values are representative of future changes; this assumption may not always be accurate, particularly when there is volatility in the market environment. For certain products, such as syndicated lending facilities and some mortgage-related securities for which price-based time series are not readily available, market-based data are used in conjunction with sensitivity factors to estimate the risk. It is likely that using an actual price-based time series for these products, if available, would affect the VaR results presented. In addition, certain risk parameters, such as correlation risk among certain instruments, are not fully captured in VaR.
The following section describes JPMorgan Chase’s VaR measure using a 95% confidence level.
95% confidence level VaR
Total IB trading VaR by risk type, credit portfolio VaR and other VaR
                                         
                                  Nine months ended
  Three months ended September 30,         September 30,
  2010 2009 At September 30, Average
(in millions) Avg. Min Max Avg. Min Max 2010 2009 2010 2009
 
IB VaR by risk type:
                                        
Fixed income
 $72  $55  $92  $182  $163  $212  $59  $210  $68  $173 
Foreign exchange
  9   6   11   19   12   28   11   21   11   19 
Equities
  21   13   35   19   9   40   23   10   22   55 
Commodities and other
  13   11   15   23   14   32   14   18   16   22 
Diversification benefit to IB trading VaR
  (38)(a) NM(b) NM(b)  (97)(a) NM(b) NM(b)  (48)(a)  (92)(a)  (43)(a)  (101)(a)
 
IB trading VaR
 $77  $54  $100  $146  $116  $175  $59  $167  $74  $168 
Credit portfolio VaR
  30   22   40   29   20   39   31   22   25   61 
Diversification benefit to IB trading and credit portfolio VaR
  (8)(a) NM(b) NM(b)  (32)(a) NM(b) NM(b)  (10)(a)  (15)(a)  (9)(a)  (52)(a)
 
Total IB trading and credit portfolio VaR
 $99  $73  $128  $143  $116  $184  $80  $174  $90  $177 
 
Mortgage Banking VaR
  24   8   47   49   31   70   20   31   24   66 
Chief Investment Office (CIO) VaR
  53   44   61   99   85   103   52   90   65   111 
Diversification benefit to total other VaR
  (15)(a) NM(b) NM(b)  (31)(a) NM(b) NM(b)  (13)(a)  (25)(a)  (14)(a)  (41)(a)
 
Total other VaR
 $62  $50  $79  $117  $96  $132  $59  $96  $75  $136 
 
Diversification benefit to total IB and other VaR
  (52)(a) NM(b) NM(b)  (82)(a) NM(b) NM(b)  (41)(a)  (55)(a)  (66)(a)  (87)(a)
 
Total IB and other VaR
 $109  $82  $142  $178  $151  $219  $98  $215  $99  $226 
 
(a) Average VaR and period-end VaR were less than the sum of the VaR of the components described above, which is due to portfolio diversification. The diversification effect reflects the fact that the risks were not perfectly correlated. The risk of a portfolio of positions is therefore usually less than the sum of the risks of the positions themselves.
 
(b) Designated as not meaningful (“NM”), because the minimum and maximum may occur on different days for different risk components, and hence it is not meaningful to compute a portfolio-diversification effect.

99


Table of Contents

VaR Measurement
The Firm’s IB trading and other VaR measure above includes substantially all trading activities in IB, as well as syndicated lending facilities that the Firm intends to distribute. Credit portfolio VaR includes VaR on derivative CVA, hedges of the CVA, and MTM hedges of the retained loan portfolio, all of which are reported in principal transactions revenue. Credit portfolio VaR does not include the retained loan portfolio, which is not MTM. In addition, IB and other VaR measure include certain positions used as part of the Firm’s risk management function within the CIO and in the Mortgage Banking businesses. The CIO VaR measure includes positions, primarily in debt securities and credit products, used to manage the Firm’s risk concentrations, including interest rate and credit risks arising from the Firm’s ongoing business activities. The Mortgage Banking VaR measure includes the Firm’s mortgage pipeline and warehouse loans, MSRs and all related hedges.
The VaR measure excludes the DVA taken on certain structured liabilities and derivatives to reflect the credit quality of the Firm. It also excludes certain activities such as Private Equity and principal investing (e.g., mezzanine financing, tax-oriented investments, etc.), as well as structural interest rate risk-management positions, capital management positions, and longer-term investments managed by the CIO. These longer-term positions are managed through the Firm’s earnings at risk and other cash flow—monitoring processes rather than by using a VaR measure. Principal investing activities and Private Equity positions are managed using stress and scenario analyses.
2010 and 2009 third-quarter and year-to-date VaR results
As presented in the table on the previous page, average IB and other VaR totaled $109 million and $99 million, respectively, for the three and nine months ended September 30, 2010, compared with $178 million and $226 million for the three and nine months ended September 30, 2009. The decrease in average VaR for the three and nine month periods in 2010 was driven by a decline in the impact of market volatility in early 2009, as well as a reduction in exposures primarily driven by the CIO and IB. Average total IB trading and credit portfolio VaR for the third quarter of 2010 was $99 million, compared with $143 million for the same prior-year period. The decrease in IB trading VaR for both periods in 2010 was driven by a decline in market volatility, as well as a reduction in exposure, primarily in the fixed income risk component. The CIO VaR averaged $53 million for the third quarter of 2010, compared with $99 million for the same prior-year period. Mortgage Banking VaR averaged $24 million for the current quarter, compared with $49 million for the same prior-year period. Decreases for the three and nine months ended September 30, 2010 were again driven by a decline in market volatility.
The Firm’s average IB and other VaR diversification benefit was $52 million for the three months ended September 30, 2010, compared with $82 million in the prior-year period and remained unchanged at 32% of the sum. For the nine months ended September 30, 2010, the Firm’s average diversification benefit was $66 million or 40% of the sum, compared with $87 million or 28% of the sum in the prior-year period. The Firm experienced a gain in diversification benefit as the markets started to recover and positions changed such that correlations decreased. In general, over the course of the year, VaR exposures can vary significantly as positions change, market volatility fluctuates and diversification benefits change.
VaR back-testing
To evaluate the soundness of its VaR model the Firm conducts daily back-testing of VaR against the Firm’s market risk—related revenue, which is defined as: the change in value of principal transactions revenue for IB and the CIO; trading-related net interest income for IB, the CIO and Mortgage Banking; IB brokerage commissions, underwriting fees or other revenue; revenue from syndicated lending facilities that the Firm intends to distribute; and mortgage fees and related income for the Firm’s mortgage pipeline and warehouse loans, MSRs, and all related hedges. The daily firmwide market risk—related revenue excludes gains and losses from DVA and from longer-term corporate investments and Private Equity losses.
The following histogram illustrates the daily market risk—related gains and losses for IB, the CIO and Mortgage Banking positions for the first nine months of 2010. The chart shows that the Firm posted market risk—related gains on 187 out of 195 days in this period, with 12 days exceeding $200 million. The inset graph looks at those days on which the Firm experienced losses and depicts the amount by which the 95% confidence-level VaR exceeded the actual loss on each of those days. During the nine months ended September 30, 2010, losses were sustained on eight days, all within the second quarter of 2010, none of which exceeded the VaR measure.

100


Table of Contents

(BAR GRAPH)
The following table provides information about the gross sensitivity of DVA to a one-basis-point increase in JPMorgan Chase’s credit spreads. This sensitivity represents the impact from a one-basis-point parallel shift in JPMorgan Chase’s entire credit curve. As credit curves do not typically move in a parallel fashion, the sensitivity multiplied by the change in spreads at a single maturity point may not be representative of the actual revenue recognized.
Debit valuation adjustment sensitivity
     
  Change in revenue based upon a 1-basis-point increase
(in millions) in JPMorgan Chase credit spread
 
September 30, 2010
  $35 
December 31, 2009
  39 
 
Economic-value stress testing
While VaR reflects the risk of loss due to adverse changes in normal markets, stress testing captures the Firm’s exposure to unlikely but plausible events in abnormal markets. The Firm conducts economic-value stress tests using multiple scenarios that assume credit spreads widen significantly, equity prices decline and interest rates across the major currencies change significantly. Other scenarios focus on the risks predominant in individual business segments and include scenarios that focus on the potential for adverse movements in complex portfolios. Scenarios were updated more frequently in 2009 and, in some cases, redefined to reflect the significant market volatility which began in late 2008. Along with VaR, stress testing is important in measuring and controlling risk; it enhances understanding of the Firm’s risk profile and loss potential, as stress losses are monitored against limits. Stress testing is also employed in one-off approvals and cross-business risk measurement, as well as an input to economic capital allocation. Stress-test results, trends and explanations based on current market risk positions are reported to the Firm’s senior management and to the lines of business to help them better measure and manage risks and to understand event risk-sensitive positions.

101


Table of Contents

Earnings-at-risk stress testing
The VaR and stress-test measures described above illustrate the total economic sensitivity of the Firm’s Consolidated Balance Sheets to changes in market variables. The effect of interest-rate exposure on net income for the Firm’s core nontrading business activities is also important. For further discussion on the effect of interest rate exposure, see page 123 of JPMorgan Chase’s 2009 Annual Report.
The Firm conducts simulations of changes in net interest income from its nontrading activities under a variety of interest rate scenarios. Earnings-at-risk tests measure the potential change in the Firm’s net interest income, and the corresponding impact to the Firm’s pretax earnings, over the following 12 months. These tests highlight exposures to various rate-sensitive factors, such as the rates themselves (e.g., the prime lending rate), pricing strategies on deposits, optionality and changes in product mix. The tests include forecasted balance-sheet changes, such as asset sales and securitizations, as well as prepayment and reinvestment behavior.
Immediate changes in interest rates present a limited view of risk, and so a number of alternative scenarios are also reviewed. These scenarios include the implied forward curve, nonparallel rate shifts and severe interest rate shocks on selected key rates. These scenarios are intended to provide a comprehensive view of JPMorgan Chase’s earnings at risk over a wide range of outcomes. JPMorgan Chase’s 12-month pretax earnings sensitivity profiles as of September 30, 2010, and December 31, 2009, were as follows.
             
  Immediate change in rates
(in millions) +200bp +100bp -100bp -200bp
 
September 30, 2010
 $1,730  $1,260  NM(a) NM(a)
December 31, 2009
  (1,594)  (554) NM(a) NM(a)
 
(a) Downward 100- and 200-basis-point parallel shocks result in a Fed Funds target rate of zero and negative three- and six-month treasury rates. The earnings-at-risk results of such a low-probability scenario are not meaningful.
The change in earnings at risk from December 31, 2009, resulted from investment portfolio repositioning, assumed higher levels of deposit balances and reduced levels of fixed-rate loans. The Firm’s risk to rising rates was largely the result of widening deposit margins, which are currently compressed due to very low short-term interest rates.
Additionally, under another interest rate scenario used by the Firm – involving a steeper yield curve with long-term rates rising by 100 basis points and short-term rates staying at current levels – results in a 12-month pretax earnings benefit of $852 million. The increase in earnings under this scenario is due to reinvestment of maturing assets at the higher long-term rates, with funding costs remaining unchanged.
PRIVATE EQUITY RISK MANAGEMENT
For a discussion of Private Equity Risk Management, see page 124 of JPMorgan Chase’s 2009 Annual Report. At September 30, 2010, and December 31, 2009, the carrying value of the Private Equity portfolio was $9.4 billion and $7.3 billion, respectively, of which $1.2 billion and $762 million, respectively, represented securities with publicly available market quotations.
OPERATIONAL RISK MANAGEMENT
For a discussion of JPMorgan Chase’s Operational Risk Management, see page 125 of JPMorgan Chase’s 2009 Annual Report.
REPUTATION AND FIDUCIARY RISK MANAGEMENT
For a discussion of the Firm’s Reputation and Fiduciary Risk Management, see page 126 of JPMorgan Chase’s 2009 Annual Report.
SUPERVISION AND REGULATION
The following discussion should be read in conjunction with the Supervision and Regulation section on pages 1–4 of JPMorgan Chase’s 2009 Form 10-K. On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) which will make significant structural reforms to the financial services industry. For additional information regarding the Dodd-Frank Act, please see Part II Other Information, Item 1A Risk Factors on pages 200–201 of this Form 10-Q.
Dividends
At September 30, 2010, JPMorgan Chase’s bank subsidiaries could pay, in the aggregate, $8.3 billion in dividends to their respective bank holding companies without the prior approval of their relevant banking regulators.

102


Table of Contents

OTHER MATTERS
Carlson Wagonlit Travel Related-Party Transaction
In connection with the continued expansion of Card Services’ product offerings, the Firm plans to transfer to CS, in the 2011 first quarter, the commercial card business currently included in TSS. Also, in connection with such expansion, One Equity Partners’ (“OEP”) noncontrolling investment in Carlson Wagonlit, B.V., a company engaged in the travel services business (the “portfolio investment”), will be transferred from OEP to Card Services in the 2010 fourth quarter. Certain Executive Officers and other employees of the Firm have an interest in the portfolio company by reason of their participation in a co-invest plan (the “employees’ co-invest plan”) that invests alongside the private equity investments made by OEP and, in the case of the OEP investment professionals, because of their carried interests in OEP’s investment vehicles as well as their participation in another co-invest plan (the “professionals’ co-invest plan”) that also invests alongside the private equity investments made by OEP. It is anticipated that participants in the employees’ and professionals’ co-invest plans will receive cash distributions as a result of OEP’s relinquishment of its ownership interest in the portfolio investment, and that OEP investment professionals will have amounts allocated to their capital accounts in respect of their carried interests. Those distributions and allocated amounts are based on a valuation of the portfolio investment that is higher than the valuation of the portfolio investment recorded on the Firm’s balance sheet at September 30, 2010. That is because, while the Firm’s balance sheet valuation does not reflect internal estimates of synergies that Card Services expects to derive in the future by integrating the portfolio investment into the Firm’s commercial card business within CS, the valuation upon which the distributions and allocations are being made does reflect the internal estimates of such synergies, consistent with the methodology that would generally be employed by a third-party purchaser in such a situation.
Because the $24.2 million cash distribution to be made to the employees’ co-invest plan will include an aggregate amount of approximately $2.5 million to be paid to certain of the Firm’s Executive Officers, approval of the transfer of the portfolio investment from OEP to Card Services was effected pursuant to the Firm’s “Related Party Transactions Policy.” That policy applies to any Firm transaction in which a director, executive officer, 5% shareholder or immediate family member thereof has a direct or indirect material interest and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year. Accordingly, the terms of the transfer (including all of the cash distributions and allocations described above) were first reviewed by the Firm’s CEO, CFO, General Counsel, and the CEO of Card Services, none of whom participate in either co-invest plan or receive carried interest, and each of whom recommended approval of the transfer by the Audit Committee of the Firm’s Board of Directors. The Audit Committee also received a valuation letter from the Firm’s IB, indicating the reasonableness of the valuation of the portfolio company on which the distributions were determined. The Audit Committee has approved the transfer.

103


Table of Contents

CRITICAL ACCOUNTING ESTIMATES USED BY THE FIRM
JPMorgan Chase’s accounting policies and use of estimates are integral to understanding its reported results. The Firm’s most complex accounting estimates require management’s judgment to ascertain the value of assets and liabilities. The Firm has established detailed policies and control procedures intended to ensure that valuation methods, including any judgments made as part of such methods, are well-controlled, independently reviewed and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The Firm believes its estimates for determining the value of its assets and liabilities are appropriate. The following is a brief description of the Firm’s critical accounting estimates involving significant valuation judgments.
Allowance for credit losses
JPMorgan Chase’s allowance for credit losses covers the retained wholesale and consumer loan portfolios, as well as the Firm’s portfolio of lending-related commitments. The allowance for loan losses is intended to adjust the value of the Firm’s loan assets to reflect probable credit losses as of the balance sheet date. For a further discussion of the methodologies used in establishing the Firm’s allowance for credit losses, see Note 14 on pages 196–198 of JPMorgan Chase’s 2009 Annual Report. The methodology for calculating the allowance for loan losses and the allowance for lending-related commitments involves significant judgment. For a further description of these judgments, see Allowance for Credit Losses on pages 127–128 of JPMorgan Chase’s 2009 Annual Report; for amounts recorded as of September 30, 2010 and 2009, see Allowance for Credit Losses on pages 95–98 and Note 14 on pages 154–155 of this Form 10-Q.
As noted on page 127 of JPMorgan Chase’s 2009 Annual Report, many factors can affect estimates of loss, including volatility of loss given default, probability of default and rating migrations. The Firm uses a risk-rating system to determine the credit quality of its wholesale loans. The Firm’s wholesale allowance is sensitive to the risk rating assigned to a loan. As of September 30, 2010, assuming a one-notch downgrade in the Firm’s internal risk ratings for its entire wholesale portfolio, the allowance for loan losses for the wholesale portfolio would increase by approximately $1.2 billion. This sensitivity analysis is hypothetical and intended to provide an indication of the impact of risk ratings on the estimate of the allowance for loan losses for wholesale loans. In the Firm’s view, the likelihood of a one-notch downgrade for all wholesale loans within a short timeframe is remote, and it is not intended to imply management’s expectation of future deterioration in risk ratings. Given the process the Firm follows in determining the risk ratings of its loans, management believes the risk ratings currently assigned to wholesale loans are appropriate.
The allowance for credit losses for the consumer portfolio is sensitive to changes in the economic environment, delinquency status, the realizable value of collateral, FICO scores, borrower behavior and other risk factors. The credit performance of the consumer portfolio across the entire consumer credit product spectrum appears to have stabilized but remains under stress, as high unemployment and weak overall economic conditions continue to result in a high level of delinquencies, while continued weak housing prices continue to result in elevated loss severities. Significant judgment is required to estimate the ultimate duration and severity of the current economic downturn, as well as its impact on housing prices and the labor market. While the allowance for credit losses is highly sensitive to both home prices and unemployment rates, in the current market it is difficult to estimate how potential changes in one or both of these factors might impact the allowance for credit losses. For example, while both factors are important determinants of overall allowance levels, changes in one factor or the other may not occur at the same rate, or improvement in one factor may offset deterioration in the other. In addition, changes in these factors would not necessarily be consistent across geographies or product types. Finally, it is difficult to predict the extent to which changes in both or either of these factors would ultimately impact the frequency or severity of losses, and overall loss rates are a function of both the frequency and severity of individual loan losses.
Fair value of financial instruments, MSRs and commodities inventory
JPMorgan Chase carries a portion of its assets and liabilities at fair value. The majority of such assets and liabilities are measured at fair value on a recurring basis. Certain assets and liabilities are measured at fair value on a nonrecurring basis, including loans accounted for at the lower of cost or fair value that are only subject to fair value adjustments under certain circumstances.

104


Table of Contents

Assets measured at fair value
The following table includes the Firm’s assets measured at fair value and the portion of such assets that are classified within level 3 of the valuation hierarchy.
                 
  September 30, 2010 December 31, 2009
  Total at     Total at  
(in billions) fair value Level 3 total fair value Level 3 total
 
Trading debt and equity instruments(a)
 $378.2  $36.3  $330.9  $35.2 
Derivative receivables — gross
  1,990.7   43.8   1,565.5   46.7 
Netting adjustment
  (1,893.4)     (1,485.3)   
 
Derivative receivables — net
  97.3   43.8(d)  80.2   46.7(d)
AFS securities
  340.1   14.5   360.4   13.2 
Loans
  1.7   1.2   1.4   1.0 
MSRs
  10.3   10.3   15.5   15.5 
Private equity investments
  9.4   8.2   7.3   6.6 
Other(b)
  46.7   4.4   44.4   9.5 
 
Total assets measured at fair value on a recurring basis
  883.7   118.7   840.1   127.7 
Total assets measured at fair value on a nonrecurring basis(c)
  5.5   1.9   8.2   2.7 
 
Total assets measured at fair value
 $889.2  $120.6(e) $848.3  $130.4(e)
Total Firm assets
 $2,141.6      $2,032.0     
 
Level 3 assets as a percentage of total Firm assets
      6%      6%
Level 3 assets as a percentage of total Firm assets at fair value
      14       15 
 
(a) Includes physical commodities generally carried at the lower of cost or fair value.
 
(b) Includes certain securities purchased under resale agreements, securities borrowed, assets within accrued interest and other investments.
 
(c) Predominantly includes mortgage, home equity and other loans, where the carrying value is based on the fair value of the underlying collateral, and on leveraged lending loans carried on the Consolidated Balance Sheets at the lower of cost or fair value.
 
(d) Derivative receivable and derivative payable balances, and the related cash collateral received and paid, are presented net on the Consolidated Balance Sheets where there is a legally enforceable master netting agreement in place with counterparties. For purposes of the table above, the Firm does not reduce derivative receivable balances for netting adjustments, as such an adjustment is not relevant to a presentation that is based on the transparency of inputs to the valuation. Therefore, the derivative balances reported in the fair value hierarchy levels are gross of any counterparty netting adjustments. However, if the Firm were to net such balances within level 3, the reduction in the level 3 derivative receivable and payable balances would be $17.9 billion and $16.0 billion at September 30, 2010, and December 31, 2009, respectively, exclusive of the netting benefit associated with cash collateral, which would further reduce the level 3 balances.
 
(e) Included in the table above at September 30, 2010, and December 31, 2009, are $76.5 billion and $80.0 billion, respectively, of level 3 assets, consisting of recurring and nonrecurring assets carried by IB.
Valuation
For instruments classified within level 3 of the hierarchy, judgments used to estimate fair value may be significant. In arriving at an estimate of fair value for an instrument within level 3, management must first determine the appropriate model to use. Second, due to the lack of observability of significant inputs, management must assess all relevant empirical data in deriving valuation inputs – including, but not limited to, yield curves, interest rates, volatilities, equity or debt prices, foreign exchange rates and credit curves. In addition to market information, models also incorporate transaction details, such as maturity. Finally, management judgment must be applied to assess the appropriate level of valuation adjustments to reflect counterparty credit quality, the Firm’s creditworthiness, constraints on liquidity and unobservable parameters, where relevant. The judgments made are typically affected by the type of product and its specific contractual terms, as well as the level of liquidity for the product or within the market as a whole. For further discussion of changes in level 3 assets, see Note 3 on pages 114–128 of this Form 10-Q.
Imprecision in estimating unobservable market inputs can affect the amount of revenue or loss recorded for a particular position. Furthermore, while the Firm believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. For a detailed discussion of the determination of fair value for individual financial instruments, see Note 3 on pages 148–152 of JPMorgan Chase’s 2009 Annual Report. In addition, for a further discussion of the significant judgments and estimates involved in the determination of the Firm’s mortgage-related exposures, see “Mortgage-related exposures carried at fair value” in Note 3 on pages 161–162 of JPMorgan Chase’s 2009 Annual Report.
Purchased credit-impaired loans
In connection with the Washington Mutual transaction, JPMorgan Chase acquired certain loans with evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that the Firm would be unable to collect all contractually required payments receivable. These PCI loans are accounted for on a pool basis, and the pools are considered to be performing. At the time of the acquisition, these loans were recorded at fair value, including an estimate of losses that were expected to be incurred over the estimated remaining lives of the loan pools. Many of the

105


Table of Contents

assumptions and estimates underlying the estimation of the initial fair value and the ongoing updates to management’s expectation of future cash flows are both significant and subjective, particularly considering the current economic environment. The level of future home price declines, the duration and severity of the current economic downturn, the impact of various government programs and actions, uncertainties about borrower behavior, and the lack of market liquidity and transparency are factors that have influenced, and may continue to affect, these assumptions and estimates.
In accounting for these loans on an ongoing basis, probable decreases in expected loan principal cash flows would trigger the recognition of impairment through the provision for loan losses, while probable and significant increases in expected cash flows (e.g., decreased principal credit losses, the net benefit of modifications) would first reverse any previously recorded allowance for loan losses with any remaining increases recognized prospectively as a yield adjustment over the remaining estimated lives of the underlying loans. The impact of (i) prepayments, (ii) changes in variable interest rates and (iii) any other changes in the timing of expected cash flows would be recognized prospectively as yield adjustments. The process to determine which changes in cash flows trigger the recognition of impairment, and which changes in cash flows should be recognized as yield adjustments, requires the application of judgment. As of September 30, 2010, a 1% decrease in expected future principal cash payments for the entire portfolio of PCI loans would result in the recognition of an allowance for loan losses for these loans of approximately $710 million. For additional information on PCI loans, including the significant assumptions, estimates and judgment involved, see PCI loans on pages 129–130 of JPMorgan Chase’s 2009 Annual Report and Note 13 on pages 149–154 of this Form 10-Q.
Goodwill impairment
Management applies significant judgment when testing goodwill for impairment. For a description of the significant valuation judgments associated with goodwill impairment, see Goodwill impairment on page 130 of JPMorgan Chase’s 2009 Annual Report.
During the nine months ended September 30, 2010, the Firm updated the discounted cash flow valuations of certain consumer lending businesses in RFS and CS, which continue to have elevated risk for goodwill impairment due to their exposure to U.S. consumer credit risk and the effects of regulatory and legislative changes. The assumptions used in the valuation of these businesses include a) estimates of future cash flows for the business (which are dependent on portfolio outstanding balances, net interest margin, operating expense, credit losses and the amount of capital necessary given the risk of business activities and to meet regulatory capital requirements), and b) the cost of equity used to discount those cash flows to a present value. Each of these factors require significant judgment and the assumptions used are based on management’s best and most current projections, including the anticipated effects of regulatory and legislative changes, (including the CARD Act) derived from the Firm’s business forecasting process reviewed with senior management. These projections are consistent with the short-term assumptions discussed in the Business Outlook on pages 9–10 of this Form 10-Q, and, in the longer term, incorporate a set of macroeconomic assumptions (for example, allowing for relatively high but gradually declining unemployment rates for the next few years) and the Firm’s best estimates of long-term growth of its businesses. Where possible, the Firm uses third-party and peer data to benchmark its assumptions and estimates.
In addition, for its other businesses, the Firm reviewed current conditions (including the estimated effects of regulatory and legislative changes, such as the Dodd-Frank Act and limitations on non-sufficient funds and overdraft fees) and prior projections of business performance. Based upon the updated valuations for its consumer lending businesses and reviews of its other businesses, the Firm concluded that goodwill allocated to all of its reporting units was not impaired during 2010. However, the fair value of the credit card lending business within CS and a consumer lending business within RFS exceeded their carrying values by narrow margins at September 30, June 30, and March 31, 2010, ranging from 3–21%. Deterioration in economic market conditions, increased estimates of the effects of recent regulatory or legislative changes, or additional regulatory or legislative changes may result in declines in projected business performance beyond management’s current expectations. For example, in CS, such declines could result from deterioration in economic conditions such as increased unemployment claims or bankruptcy filings that result in increased credit losses, changes in customer behavior that cause decreased account activity or receivable balances, or unanticipated effects of regulatory or legislative changes. In RFS, such declines could result from deterioration in economic conditions that result in increased credit losses, including decreases in home prices beyond management expectations.
Such declines in business performance, or increases in the estimated cost of equity, could cause the estimated fair values of the Firm’s reporting units or their associated goodwill to decline, which may result in a material impairment charge to earnings in a future period related to some portion of the associated goodwill.
For additional information on goodwill, see Note 16 on pages 167–170 of this Form 10-Q.
Income taxes
For a description of the significant assumptions, judgments and interpretations associated with the accounting for income taxes, see Income taxes on page 131 of JPMorgan Chase’s 2009 Annual Report.

106


Table of Contents

ACCOUNTING AND REPORTING DEVELOPMENTS
Accounting for transfers of financial assets and consolidation of variable interest entities
Effective January 1, 2010, the Firm implemented new accounting guidance that amends the accounting for the transfers of financial assets and the consolidation of VIEs. Upon adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts, Firm-administered multi-seller conduits and certain mortgage and other consumer loan securitization entities. The Financial Accounting Standards Board (“FASB”) deferred the requirements of the new consolidation guidance for VIEs for certain investment funds, including mutual funds, private equity funds and hedge funds, until the FASB and the International Accounting Standards Board (“IASB”) complete a joint consolidation project that would provide consistent accounting guidance for these funds. For additional information about the impact of the adoption of the new consolidation guidance on January 1, 2010, see Note 15 on pages 155–167 of this Form 10-Q.
Fair value measurements and disclosures
In January 2010, the FASB issued guidance that requires new disclosures, and clarifies existing disclosure requirements, about fair value measurements. The clarifications and the requirement to separately disclose transfers of instruments between level 1 and level 2 of the fair value hierarchy are effective for interim reporting periods beginning after December 15, 2009; the Firm adopted this guidance in the first quarter of 2010. For additional information about the impact of the adoption of the new fair value measurements guidance, see Note 3 on pages 114–128 of this Form 10-Q. In addition, a new requirement to provide purchases, sales, issuances and settlements in the level 3 rollforward on a gross basis is effective for fiscal years beginning after December 15, 2010. Early adoption of the guidance is permitted.
Subsequent events
In May 2009, the FASB issued guidance that established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The guidance was effective for interim or annual financial periods ending after June 15, 2009. In February 2010, the FASB amended the guidance by eliminating the requirement for SEC filers to disclose the date through which it evaluated subsequent events. The Firm adopted the amended guidance in the first quarter of 2010. The application of the guidance had no effect on the Firm’s Consolidated Balance Sheets or results of operations.
Accounting for certain embedded credit derivatives
In March 2010, the FASB issued guidance clarifying the circumstances in which a credit derivative embedded in beneficial interests in securitized financial assets is required to be separately accounted for as a derivative instrument. The guidance is effective for the first fiscal quarter beginning after June 15, 2010, with early adoption permitted. Upon adoption, the new guidance permits the election of the fair value option for beneficial interests in securitized financial assets. The Firm adopted the new guidance prospectively, effective July 1, 2010. The adoption of the guidance did not have a material impact on the Firm’s Consolidated Balance Sheets or results of operations. For additional information about the impact of the adoption of the new guidance, see Note 5 on pages 132–140 on this Form 10-Q.
Accounting for modifications of purchased credit-impaired loans that are part of a pool
In April 2010, the FASB issued guidance that amends the accounting for modifications of PCI loans accounted for within a pool. The guidance clarifies that modified PCI loans should not be removed from a pool even if the modification would otherwise be considered a TDR. Additionally, the guidance clarifies that the impact of modifications should be included in evaluating whether a pool of loans is impaired. The guidance was effective for the Firm beginning in the third quarter of 2010, and is to be applied prospectively. The guidance is consistent with the Firm’s previously existing accounting practice and, therefore, had no impact on the Firm’s Consolidated Balance Sheets or results of operations.
Disclosures about the credit quality of financing receivables and the allowance for credit losses
In July 2010, the FASB issued guidance that will require enhanced disclosures surrounding the credit characteristics of the Firm’s loan portfolio. Under the new guidance, the Firm will be required to disclose its accounting policies, the methods it uses to determine the components of the allowance for credit losses, and qualitative and quantitative information about the credit risk inherent in the loan portfolio, including additional information on certain types of loan modifications. For the Firm, the new disclosures are effective for the 2010 Annual Report. The new disclosures on the rollforward of the allowance for credit losses and the new disclosures about troubled-debt modifications are effective for the first quarter 2011 Form 10-Q. The adoption of this guidance will only affect JPMorgan Chase’s disclosures of financing receivables and not its Consolidated Balance Sheets or results of operations.

107


Table of Contents

JPMORGAN CHASE & CO.
CONSOLIDATED STATEMENTS OF INCOME(UNAUDITED)
                 
  Three months ended September 30,   Nine months ended September 30, 
(in millions, except per share data) 2010  2009  2010  2009 
 
Revenue
                
Investment banking fees
 $1,476  $1,679  $4,358  $5,171 
Principal transactions
  2,341   3,860   8,979   8,958 
Lending-and deposit-related fees
  1,563   1,826   4,795   5,280 
Asset management, administration and commissions
  3,188   3,158   9,802   9,179 
Securities gains(a)
  102   184   1,712   729 
Mortgage fees and related income
  707   843   2,253   3,228 
Credit card income
  1,477   1,710   4,333   5,266 
Other income
  468   625   1,465   685 
 
Noninterest revenue
  11,322   13,885   37,697   38,496 
 
Interest income
  15,606   16,260   48,170   50,735 
Interest expense
  3,104   3,523   9,271   11,961 
 
Net interest income
  12,502   12,737   38,899   38,774 
 
Total net revenue
  23,824   26,622   76,596   77,270 
 
                
Provision for credit losses
  3,223   8,104   13,596   24,731 
 
                
Noninterest expense
                
Compensation expense
  6,661   7,311   21,553   21,816 
Occupancy expense
  884   923   2,636   2,722 
Technology, communications and equipment expense
  1,184   1,140   3,486   3,442 
Professional and outside services
  1,718   1,517   4,978   4,550 
Marketing
  651   440   1,862   1,241 
Other expense
  3,082   1,767   9,942   5,332 
Amortization of intangibles
  218   254   696   794 
Merger costs
     103      451 
 
Total noninterest expense
  14,398   13,455   45,153   40,348 
 
Income before income tax expense and extraordinary gain
  6,203   5,063   17,847   12,191 
Income tax expense
  1,785   1,551   5,308   3,817 
 
Income before extraordinary gain
  4,418   3,512   12,539   8,374 
Extraordinary gain
     76      76 
 
Net income
 $4,418  $3,588  $12,539  $8,450 
 
Net income applicable to common stockholders
 $4,019  $3,240  $11,353  $5,825 
 
  
Per common share data
                
Basic earnings per share
                
Income before extraordinary gain
 $1.02  $0.80  $2.86  $1.50 
Net income
  1.02   0.82   2.86   1.52 
Diluted earnings per share
                
Income before extraordinary gain
  1.01   0.80   2.84   1.50 
Net income
  1.01   0.82   2.84   1.51 
Weighted-average basic shares
  3,954.3   3,937.9   3,969.4   3,835.0
Weighted-average diluted shares
  3,971.9   3,962.0   3,990.7   3,848.3
Cash dividends declared per common share
 $0.05  $0.05  $0.15  $0.15 
 
 
(a)   The following other-than-temporary impairment losses are included in securities gains for the periods presented.
 
  Three months ended September 30,   Nine months ended September 30, 
  2010  2009  2010  2009 
 
Total losses
 $  $  $(94) $(880)
Losses recorded in/(reclassified from) other comprehensive income
     (18)  (6)  678 
 
Total credit losses recognized in income
 $  $(18) $(100) $(202)
 
                       
The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements.

108


Table of Contents

JPMORGAN CHASE & CO.
CONSOLIDATED BALANCE SHEETS(UNAUDITED)
         
  September 30,  December 31, 
(in millions, except share data) 2010  2009 
 
Assets
        
Cash and due from banks
 $23,960  $26,206 
Deposits with banks
  31,077   63,230 
Federal funds sold and securities purchased under resale agreements (included $23,784 and $20,536 at fair value at September 30, 2010, and December 31, 2009, respectively)
  235,390   195,404 
Securities borrowed (included $11,509 and $7,032 at fair value at September 30, 2010, and December 31, 2009, respectively)
  127,365   119,630 
Trading assets (included assets pledged of $60,774 and $38,315 at September 30, 2010, and December 31, 2009, respectively)
  475,515   411,128 
Securities (included $340,149 and $360,365 at fair value at September 30, 2010, and December 31, 2009, respectively, and assets pledged of $118,349 and $140,631 at September 30, 2010, and December 31, 2009, respectively)
  340,168   360,390 
Loans (included $1,714 and $1,364 at fair value at September 30, 2010, and December 31, 2009, respectively)
  690,531   633,458 
Allowance for loan losses
  (34,161)  (31,602)
 
Loans, net of allowance for loan losses
  656,370   601,856 
Accrued interest and accounts receivable (included zero and $5,012 at fair value at September 30, 2010, and December 31, 2009, respectively)
  63,224   67,427 
Premises and equipment
  11,316   11,118 
Goodwill
  48,736   48,357 
Mortgage servicing rights
  10,305   15,531 
Other intangible assets
  3,982   4,621 
Other assets (included $20,721 and $19,165 at fair value at September 30, 2010, and December 31, 2009, respectively, and assets pledged of $1,590 and $1,762 at September 30, 2010, and December 31, 2009, respectively)
  114,187   107,091 
 
Total assets(a)
 $2,141,595  $2,031,989 
 
Liabilities
        
Deposits (included $4,788 and $4,455 at fair value at September 30, 2010, and December 31, 2009, respectively)
 $903,138  $938,367 
Federal funds purchased and securities loaned or sold under repurchase agreements (included $6,200 and $3,396 at fair value at September 30, 2010, and December 31, 2009, respectively)
  314,161   261,413 
Commercial paper
  38,611   41,794 
Other borrowed funds (included $10,447 and $5,637 at fair value at September 30, 2010, and December 31, 2009, respectively)
  51,642   55,740 
Trading liabilities
  157,821   125,071 
Accounts payable and other liabilities (included the allowance for lending-related commitments of $873 and $939 at September 30, 2010, and December 31, 2009, respectively, and $341 and $357 at fair value at September 30, 2010, and December 31, 2009, respectively)
  169,365   162,696 
Beneficial interests issued by consolidated variable interest entities (included $2,383 and $1,410 at fair value at September 30, 2010, and December 31, 2009, respectively)
  77,438   15,225 
Long-term debt (included $41,854 and $48,972 at fair value at September 30, 2010, and December 31, 2009, respectively)
  255,589   266,318 
 
Total liabilities(a)
  1,967,765   1,866,624 
 
Commitments and contingencies (see Note 21 of this Form 10-Q)
        
Stockholders’ equity
        
Preferred stock ($1 par value; authorized 200,000,000 shares at September 30, 2010, and December 31, 2009; issued 780,000 and 2,538,107 shares at September 30, 2010, and December 31, 2009, respectively)
  7,800   8,152 
Common stock ($1 par value; authorized 9,000,000,000 shares at September 30, 2010, and December 31, 2009; issued 4,104,933,895 shares at September 30, 2010, and December 31, 2009)
  4,105   4,105 
Capital surplus
  96,938   97,982 
Retained earnings
  69,531   62,481 
Accumulated other comprehensive income/(loss)
  3,096   (91)
Shares held in RSU Trust, at cost (1,526,023 and 1,526,944 shares at September 30, 2010, and December 31, 2009, respectively)
  (68)  (68)
Treasury stock, at cost (179,085,651 and 162,974,783 shares at September 30, 2010, and December 31, 2009, respectively)
  (7,572)  (7,196)
 
Total stockholders’ equity
  173,830   165,365 
 
Total liabilities and stockholders’ equity
 $2,141,595  $2,031,989 
 
(a) The following table presents information on assets and liabilities related to VIEs that are consolidated by the Firm at September 30, 2010, and December 31, 2009. The difference between total VIE assets and liabilities represents the Firm’s interests in those entities, which were eliminated in consolidation.
         
 
Assets
        
Trading assets
 $8,038  $6,347 
Loans
  100,939   13,004 
All other assets
  3,910   5,043 
 
Total assets
 $112,887  $24,394 
 
Liabilities
        
Beneficial interests issued by consolidated variable interest entities
 $77,438  $15,225 
All other liabilities
  2,431   2,197 
 
Total liabilities
 $79,869  $17,422 
 
The assets of the consolidated VIEs are used to settle the liabilities of those entities. The holders of the beneficial interests do not have recourse to the general credit of JPMorgan Chase. At September 30, 2010, the Firm provided limited program-wide credit enhancement of $2.0 billion related to its Firm-administered multi-seller conduits. For further discussion, see Note 15 on pages 155–167 of this Form 10-Q.
Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements.

109


Table of Contents

JPMORGAN CHASE & CO.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME (UNAUDITED)
         
  Nine months ended September 30, 
(in millions, except per-share data) 2010  2009 
 
Preferred stock
        
Balance at January 1
 $8,152  $31,939 
Accretion of preferred stock discount on issuance to the U.S. Treasury
     1,213 
Redemption of preferred stock issued to the U.S. Treasury
     (25,000)
Redemption of other preferred stock
  (352)   
 
Balance at September 30
  7,800   8,152 
 
Common stock
        
Balance at January 1
  4,105   3,942 
Issuance of common stock
     163 
 
Balance at September 30
  4,105   4,105 
 
Capital surplus
        
Balance at January 1
  97,982   92,143 
Issuance of common stock
     5,593 
Shares issued and commitments to issue common stock for employee stock-based compensation awards, and related tax effects
  229   48 
Other
  (1,273)  (220)
 
Balance at September 30
  96,938   97,564 
 
Retained earnings
        
Balance at January 1
  62,481   54,013 
Cumulative effect of changes in accounting principles
  (4,376)   
Net income
  12,539   8,450 
Dividend declared:
        
Preferred stock
  (485)  (1,166)
Accelerated amortization from redemption of preferred stock issued to the U.S. Treasury
     (1,112)
Common stock ($0.15 per share in each period)
  (628)  (612)
 
Balance at September 30
  69,531   59,573 
 
Accumulated other comprehensive income/(loss)
        
Balance at January 1
  (91)  (5,687)
Cumulative effect of changes in accounting principles
  (144)   
Other comprehensive income
  3,331   5,970 
 
Balance at September 30
  3,096   283 
 
Shares held in RSU Trust
        
Balance at January 1
  (68)  (217)
Reissuance from RSU Trust
     131 
 
Balance at September 30
  (68)  (86)
 
Treasury stock, at cost
        
Balance at January 1
  (7,196)  (9,249)
Purchase of treasury stock
  (2,312)   
Reissuance from treasury stock
  1,936   1,930 
Share repurchases related to employee stock-based compensation awards
     (19)
 
Balance at September 30
  (7,572)  (7,338)
 
Total stockholders’ equity
 $173,830  $162,253 
 
Comprehensive income
        
Net income
 $12,539  $8,450 
Other comprehensive income
  3,331   5,970 
 
Comprehensive income
 $15,870  $14,420 
 
The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements.

110


Table of Contents

JPMORGAN CHASE & CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)
         
  Nine months ended September 30, 
(in millions) 2010  2009 
 
Operating activities
        
Net income
 $12,539  $8,450 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
        
Provision for credit losses
  13,596   24,731 
Depreciation and amortization
  2,981   1,952 
Amortization of intangibles
  696   794 
Deferred tax benefit
  (1,768)  (2,254)
Investment securities gains
  (1,712)  (729)
Stock-based compensation
  2,527   2,435 
Originations and purchases of loans held-for-sale
  (20,986)  (14,055)
Proceeds from sales, securitizations and paydowns of loans held-for-sale
  25,412   23,082 
Net change in:
        
Trading assets
  (70,546)  115,081 
Securities borrowed
  (7,691)  (3,978)
Accrued interest and accounts receivable
  7,350   1,141 
Other assets
  (28,915)  26,985 
Trading liabilities
  49,254   (59,431)
Accounts payable and other liabilities
  3,385   (20,521)
Other operating adjustments
  8,232   7,201 
 
Net cash (used in) provided by operating activities
  (5,646)  110,884 
 
Investing activities
        
Net change in:
        
Deposits with banks
  32,219   78,436 
Federal funds sold and securities purchased under resale agreements
  (39,427)  31,698 
Held-to-maturity securities:
        
Proceeds
  6   7 
Available-for-sale securities:
        
Proceeds from maturities
  71,848   64,985 
Proceeds from sales
  85,796   85,132 
Purchases
  (146,268)  (305,648)
Proceeds from sales and securitizations of loans held-for-investment
  7,421   28,620 
Other changes in loans, net
  12,513   43,744 
Net cash (used) received in business acquisitions or dispositions
  (4,646)  60 
Net maturities of asset-backed commercial paper guaranteed by the FRBB
     11,228 
All other investing activities, net
  1,259   (667)
 
Net cash provided by investing activities
  20,721   37,595 
 
Financing activities
        
Net change in:
        
Deposits
  (20,215)  (172,478)
Federal funds purchased and securities loaned or sold under repurchase agreements
  52,645   116,550 
Commercial paper and other borrowed funds
  (9,135)  (69,361)
Beneficial interests issued by consolidated variable interest entities
  (24,434)  (5,357)
Proceeds from long-term debt and trust preferred capital debt securities
  27,033   42,724 
Payments of long-term debt and trust preferred capital debt securities
  (39,557)  (43,749)
Excess tax benefits related to stock-based compensation
  23   8 
Redemption of preferred stock issued to the U.S. Treasury
     (25,000)
Redemption of other preferred stock
  (352)   
Proceeds from issuance of common stock
     5,756 
Treasury stock purchased
  (2,312)   
Dividends paid
  (1,002)  (2,933)
All other financing activities, net
  (484)  (718)
 
Net cash used in financing activities
  (17,790)  (154,558)
 
Effect of exchange rate changes on cash and due from banks
  469   252 
 
Net decrease in cash and due from banks
  (2,246)  (5,827)
Cash and due from banks at the beginning of the year
  26,206   26,895 
 
Cash and due from banks at the end of the period
 $23,960  $21,068 
 
Cash interest paid
 $8,973  $11,755 
Cash income taxes paid
  8,406   4,111 
 
Note: Effective January 1, 2010, the Firm adopted new guidance that amended the accounting for the transfer of financial assets and the consolidation of VIEs. Upon adoption of the new guidance, the Firm consolidated noncash assets and liabilities of $87.7 billion and $92.2 billion, respectively.
The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements.

111


Table of Contents

See Glossary of Terms on pages 185-188 of this Form 10-Q for definitions of terms used throughout the Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 — BASIS OF PRESENTATION
JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”), a financial holding company incorporated under Delaware law in 1968, is a leading global financial services firm and one of the largest banking institutions in the United States of America (“U.S.”), with operations worldwide. The Firm is a leader in investment banking, financial services for consumers and businesses, financial transaction processing and asset management. For a discussion of the Firm’s business-segment information, see Note 23 on pages 178-182 of this Form 10-Q.
The accounting and financial reporting policies of JPMorgan Chase and its subsidiaries conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The unaudited consolidated financial statements prepared in conformity with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expense, and the disclosures of contingent assets and liabilities. Actual results could be different from these estimates. In the opinion of management, all normal recurring adjustments have been included for a fair statement of this interim financial information. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements, and related notes thereto, included in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the U.S. Securities and Exchange Commission (the “2009 Annual Report”).
Certain amounts in prior periods have been reclassified to conform to the current presentation.
Consolidation
The Consolidated Financial Statements include the accounts of JPMorgan Chase and other entities in which the Firm has a controlling financial interest. All material intercompany balances and transactions have been eliminated. The Firm determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity (“VIE”).
Voting interest entities
Voting interest entities are entities that have sufficient equity and provide the equity investors voting rights that enable them to make significant decisions relating to the entity’s operations. For these types of entities, the Firm’s determination of whether it has a controlling interest is primarily based on the amount of voting equity interests held. Entities in which the Firm has a controlling financial interest, through ownership of the majority of the entities’ voting equity interests, or through other contractual rights that give the Firm control, are consolidated by the Firm.
Investments in companies that are considered to be voting interest entities in which the Firm has significant influence over operating and financing decisions (but does not own a majority of the voting equity interests) are accounted for (i) in accordance with the equity method of accounting (which requires the Firm to recognize its proportionate share of the entity’s net earnings), or (ii) at fair value, if the fair value option was elected at the inception of the Firm’s investment. These investments are generally included in other assets, with income or loss included in other income.
Firm-sponsored asset management funds are generally structured as limited partnerships or limited liability companies and are typically considered voting interest entities. For the significant majority of these entities, for which the Firm is the general partner or managing member of the limited partnership or limited liability company (“LLC”), the non-affiliated partners or members have the substantive ability to remove the Firm as the general partner or managing member without cause (i.e., kick-out rights), based on a simple unaffiliated majority vote, or the non-affiliated partners or members have substantive participating rights. Accordingly, the Firm does not consolidate these funds. In limited cases where the non-affiliated partners or members do not have substantive kick-out or participating rights, the Firm consolidates the underlying funds.
The Firm’s investment companies make investments in both public and private entities, including investments in buyouts, growth equity and venture opportunities. These investments are accounted for under investment company guidelines and accordingly, irrespective of the percentage of equity ownership interests held, are carried on the Consolidated Balance Sheets at fair value, and are recorded in Other Assets.

112


Table of Contents

Variable interest entities
VIEs are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.
The most common type of VIE is a special-purpose entity (“SPE”). SPEs are commonly used in securitization transactions in order to isolate certain assets and distribute the cash flows from those assets to investors. SPEs are an important part of the financial markets, including the mortgage- and asset-backed securities and commercial paper markets, as they provide market liquidity by facilitating investors’ access to specific portfolios of assets and risks. SPEs may be organized as trusts, partnerships or corporations and are typically established for a single, discrete purpose. SPEs are not typically operating entities and usually have a limited life and no employees. The basic SPE structure involves a company selling assets to the SPE; the SPE funds the purchase of those assets by issuing securities to investors. The legal documents that govern the transaction specify how the cash earned on the assets must be allocated to the SPE’s investors and other parties that have rights to those cash flows. SPEs are generally structured to insulate investors from claims on the SPE’s assets by creditors of other entities, including the creditors of the seller of the assets.
On January 1, 2010, the Firm implemented new consolidation accounting guidance related to VIEs. The new guidance eliminates the concept of qualified special purpose entities (“QSPEs”) that were previously exempt from consolidation and introduces a new framework for determining the primary beneficiary of a VIE. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. Under the new guidance, the primary beneficiary is the party that has both (1) the power to direct the activities of an entity that most significantly impact the VIE’s economic performance; and (2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
To assess whether the Firm has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Firm considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE (such as asset managers, collateral managers, servicers, or owners of call options or liquidation rights over the VIE’s assets) or have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.
To assess whether the Firm has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, the Firm considers all of its economic interests, including debt and equity investments, servicing fees, and derivative or other arrangements deemed to be variable interests in the VIE. This assessment requires that the Firm apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by the Firm.
The Firm performs on-going reassessments of: 1) whether any entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain events, and are therefore subject to the VIE consolidation framework; and 2) whether changes in the facts and circumstances regarding the Firm’s involvement with a VIE cause the Firm’s consolidation conclusion regarding the VIE to change.
For further details regarding the Firm’s application of the new accounting guidance effective January 1, 2010, see Note 15 on pages 155-167 of this Form 10-Q. For a description of the accounting guidance applied to periods ending prior to January 1, 2010, see Note 1 on page 142 of JPMorgan Chase’s 2009 Annual Report.
In February 2010, the Financial Accounting Standards Board (“FASB”) issued an amendment which defers the requirements of the new consolidation accounting guidance for certain investment funds, including mutual funds, private equity funds and hedge funds. For funds to which the amendment applies, the consolidation guidance will be deferred until the completion of the FASB and International Accounting Standards Board (“IASB”) joint consolidation project. For the funds to which the amendment applies, the Firm continues to apply other existing authoritative guidance to determine whether such funds should be consolidated.
Assets held for clients in an agency or fiduciary capacity by the Firm are not assets of JPMorgan Chase and are not included in the Consolidated Balance Sheets.

113


Table of Contents

NOTE 2 — BUSINESS CHANGES AND DEVELOPMENTS
Purchase of remaining interest in J.P. Morgan Cazenove
On January 4, 2010, JPMorgan Chase purchased the remaining interest in J.P. Morgan Cazenove, an investment banking business partnership formed in 2005, which resulted in an adjustment to the Firm’s capital surplus of approximately $1.3 billion.
RBS Sempra transaction
On July 1, 2010, JPMorgan Chase completed the acquisition of RBS Sempra Commodities’ global oil, global metals and European power and gas businesses. The Firm acquired approximately $1.7 billion of net assets which included $3.3 billion of debt which was immediately repaid. This acquisition almost doubled the number of clients the Firm’s commodities business can serve and will enable the Firm to offer them more products in more regions of the world.
Redemption of Series E, F and G cumulative preferred stock
On August 20, 2010, JPMorgan Chase redeemed, at stated redemption value, all outstanding shares of its 6.15% Cumulative Preferred Stock, Series E; 5.72% Cumulative Preferred Stock, Series F, and 5.49% Cumulative Preferred Stock, Series G. For a further discussion of preferred stock, see Note 23 on pages 222-223 of JPMorgan Chase’s 2009 Annual Report.
NOTE 3 — FAIR VALUE MEASUREMENT
For a further discussion of the Firm’s valuation methodologies for assets, liabilities and lending-related commitments measured at fair value and the fair value hierarchy, see Note 3 on pages 148-165 of JPMorgan Chase’s 2009 Annual Report.
During the first nine months of 2010, no changes were made to the Firm’s valuation models that had, or were expected to have, a material impact on the Firm’s Consolidated Balance Sheets or results of operations.

114


Table of Contents

The following table presents the assets and liabilities measured at fair value as of September 30, 2010, and December 31, 2009, by major product category and fair value hierarchy.
Assets and liabilities measured at fair value on a recurring basis
                     
  Fair value hierarchy       
              Netting  Total 
September 30, 2010 (in millions) Level 1(j)  Level 2(j)  Level 3(j)  adjustments  fair value 
 
Federal funds sold and securities purchased under resale agreements
 $  $23,784  $  $  $23,784 
Securities borrowed
     11,509         11,509 
 
                    
Trading assets:
                    
Debt instruments:
                    
Mortgage-backed securities:
                    
U.S. government agencies(a)
  23,311   8,833   179      32,323 
Residential — nonagency(b)
     2,733   660      3,393 
Commercial — nonagency(b)
     1,261   1,875      3,136 
 
Total mortgage-backed securities
  23,311   12,827   2,714      38,852 
U.S. Treasury and government agencies(a)
  21,689   14,740         36,429 
Obligations of U.S. states and municipalities
  1   7,033   2,050      9,084 
Certificates of deposit, bankers’ acceptances and commercial paper
     2,877         2,877 
Non-U.S. government debt securities
  33,813   43,931   732      78,476 
Corporate debt securities
  1   46,685   4,411      51,097 
Loans(c)
     18,674   16,045      34,719 
Asset-backed securities
     2,935   8,112      11,047 
 
Total debt instruments
  78,815   149,702   34,064      262,581 
Equity securities
  93,322   2,832   1,787      97,941 
Physical commodities(d)
  12,765   2,268         15,033 
Other
     2,239   428      2,667 
 
Total debt and equity instruments(e)
  184,902   157,041   36,279      378,222 
Derivative receivables:
                    
Interest rate
  922   1,551,795   6,051   (1,511,490)  47,278 
Credit(f)
     114,422   23,508   (129,308)  8,622 
Foreign exchange
  1,126   186,173   3,608   (165,944)  24,963 
Equity
  41   49,173   8,697   (52,622)  5,289 
Commodity
  891   42,381   1,897   (34,028)  11,141 
 
Total derivative receivables(g)
  2,980   1,943,944   43,761   (1,893,392)  97,293 
 
Total trading assets
  187,882   2,100,985   80,040   (1,893,392)  475,515 
 
Available-for-sale securities:
                    
Mortgage-backed securities:
                    
U.S. government agencies(a)
  125,942   15,864         141,806 
Residential — nonagency(b)
     46,752   4      46,756 
Commercial — nonagency(b)
     5,087   192      5,279 
 
Total mortgage-backed securities
  125,942   67,703   196      193,841 
U.S. Treasury and government agencies(a)
  3,380   14,435         17,815 
Obligations of U.S. states and municipalities
  33   10,003   256      10,292 
Certificates of deposit
     2,872         2,872 
Non-U.S. government debt securities
  14,394   6,376         20,770 
Corporate debt securities
  1   61,426         61,427 
Asset-backed securities:
                    
Credit card receivables
     8,060         8,060 
Collateralized loan obligations
     133   13,613      13,746 
Other
     8,575   359      8,934 
Equity securities
  2,330   8   54      2,392 
 
Total available-for-sale securities
  146,080   179,591   14,478      340,149 
 
Loans
     489   1,225      1,714 
Mortgage servicing rights
        10,305      10,305 
 
                    
Other assets:
                    
Private equity investments(h)
  120   1,032   8,202      9,354 
All other
  6,796   126   4,445      11,367 
 
Total other assets
  6,916   1,158   12,647      20,721 
 
Total assets measured at fair value on a recurring basis(i)
 $340,878  $2,317,516  $118,695  $(1,893,392) $883,697 
 

115


Table of Contents

                     
  Fair value hierarchy       
              Netting  Total 
September 30, 2010 (in millions) Level 1(j)  Level 2(j)  Level 3(j)  adjustments  fair value 
 
Deposits
 $  $3,906  $882  $  $4,788 
Federal funds purchased and securities loaned or sold under repurchase agreements
     6,200         6,200 
Other borrowed funds
     9,142   1,305      10,447 
 
                    
Trading liabilities:
                    
Debt and equity instruments(e)
  63,148   19,747   24      82,919 
Derivative payables:
                    
Interest rate
  816   1,509,177   2,754   (1,488,466)  24,281 
Credit(f)
     116,056   15,529   (126,822)  4,763 
Foreign exchange
  1,141   192,173   3,694   (168,662)  28,346 
Equity
  44   49,901   10,503   (49,958)  10,490 
Commodity
  556   40,630   2,617   (36,781)  7,022 
 
Total derivative payables(g)
  2,557   1,907,937   35,097   (1,870,689)  74,902 
 
Total trading liabilities
  65,705   1,927,684   35,121   (1,870,689)  157,821 
 
Accounts payable and other liabilities
     1   340      341 
Beneficial interests issued by consolidated VIEs
     1,055   1,328      2,383 
Long-term debt
     27,784   14,070      41,854 
 
Total liabilities measured at fair value on a recurring basis
 $65,705  $1,975,772  $53,046  $(1,870,689) $223,834 
 

116


Table of Contents

                     
  Fair value hierarchy       
              Netting  Total 
December 31, 2009 (in millions) Level 1  Level 2  Level 3  adjustments  fair value 
 
Federal funds sold and securities purchased under resale agreements
 $  $20,536  $  $  $20,536 
Securities borrowed
     7,032         7,032 
Trading assets:
                    
Debt instruments:
                    
Mortgage-backed securities:
                    
U.S. government agencies(a)
  33,092   8,373   260      41,725 
Residential — nonagency(b)
     2,284   1,115      3,399 
Commercial — nonagency(b)
     537   1,770      2,307 
 
Total mortgage-backed securities
  33,092   11,194   3,145      47,431 
U.S. Treasury and government agencies(a)
  13,701   9,559         23,260 
Obligations of U.S. states and municipalities
     5,681   1,971      7,652 
Certificates of deposit, bankers’ acceptances and commercial paper
     5,419         5,419 
Non-U.S. government debt securities
  25,684   32,487   734      58,905 
Corporate debt securities
     48,754   5,241      53,995 
Loans(c)
     18,330   13,218      31,548 
Asset-backed securities
     1,428   7,975      9,403 
 
Total debt instruments
  72,477   132,852   32,284      237,613 
Equity securities
  75,053   3,450   1,956      80,459 
Physical commodities(d)
  9,450   586         10,036 
Other
     1,884   926      2,810 
 
 
                    
Total debt and equity instruments(e)
  156,980   138,772   35,166      330,918 
 
Derivative receivables(f)(g)
  2,344   1,516,490   46,684   (1,485,308)  80,210 
 
Total trading assets
  159,324   1,655,262   81,850   (1,485,308)  411,128 
 
 
                    
Available-for-sale securities:
                    
Mortgage-backed securities:
                    
U.S. government agencies(a)
  158,957   8,941         167,898 
Residential — nonagency(b)
     14,773   25      14,798 
Commercial — nonagency(b)
     4,590         4,590 
 
Total mortgage-backed securities
  158,957   28,304   25      187,286 
U.S. Treasury and government agencies(a)
  405   29,592         29,997 
Obligations of U.S. states and municipalities
     6,188   349      6,537 
Certificates of deposit
     2,650         2,650 
Non-U.S. government debt securities
  5,506   18,997         24,503 
Corporate debt securities
  1   62,007         62,008 
Asset-backed securities:
                    
Credit card receivables
     25,742         25,742 
Collateralized loan obligations
     5   12,144      12,149 
Other
     6,206   588      6,794 
Equity securities
  2,466   146   87      2,699 
 
Total available-for-sale securities
  167,335   179,837   13,193      360,365 
 
 
                    
Loans
     374   990      1,364 
Mortgage servicing rights
        15,531      15,531 
Other assets:
                    
Private equity investments(h)
  165   597   6,563      7,325 
All other(k)
  7,241   90   9,521      16,852 
 
Total other assets
  7,406   687   16,084      24,177 
 
Total assets measured at fair value on a recurring basis(i)
 $334,065  $1,863,728  $127,648  $(1,485,308) $840,133 
 

117


Table of Contents

                     
  Fair value hierarchy       
              Netting  Total 
December 31, 2009 (in millions) Level 1  Level 2  Level 3  adjustments  fair value 
 
Deposits
 $  $3,979  $476  $  $4,455 
Federal funds purchased and securities loaned or sold under repurchase agreements
     3,396         3,396 
Other borrowed funds
     5,095   542      5,637 
Trading liabilities:
                    
Debt and equity instruments(e)
  50,577   14,359   10      64,946 
Derivative payables(f)(g)
  2,038   1,481,813   35,332   (1,459,058)  60,125 
 
Total trading liabilities
  52,615   1,496,172   35,342   (1,459,058)  125,071 
 
Accounts payable and other liabilities
     2   355      357 
Beneficial interests issued by consolidated VIEs
     785   625      1,410 
Long-term debt
     30,685   18,287      48,972 
 
Total liabilities measured at fair value on a recurring basis
 $52,615  $1,540,114  $55,627  $(1,459,058) $189,298 
 
 
(a) Includes total U.S. government-sponsored enterprise obligations of $148.3 billion and $195.8 billion at September 30, 2010, and December 31, 2009, respectively, which were predominantly mortgage-related.
 
(b) For further discussion of residential and commercial mortgage-backed securities (“MBS”), see the “Mortgage-related exposures carried at fair value” section of Note 3 on pages 161-162 of JPMorgan Chase’s 2009 Annual Report.
 
(c) Included within trading loans at September 30, 2010, and December 31, 2009, respectively, are $21.2 billion and $20.7 billion, of residential first-lien mortgages and $4.5 billion and $2.7 billion, of commercial first-lien mortgages. Residential mortgage loans include conforming mortgage loans originated with the intent to sell to U.S. government agencies of $11.0 billion and $11.1 billion, respectively, and reverse mortgages of $4.1 billion and $4.5 billion, respectively. For further discussion of residential and commercial loans carried at fair value or the lower of cost or fair value, see the “Mortgage-related exposures carried at fair value” section of Note 3 on pages 161-162 of JPMorgan Chase’s 2009 Annual Report.
 
(d) Physical commodities inventories are generally accounted for at the lower of cost or fair value.
 
(e) Balances reflect the reduction of securities owned (long positions) by the amount of securities sold but not yet purchased (short positions) when the long and short positions have identical Committee on Uniform Security Identification Procedures (“CUSIPs”).
 
(f) The level 3 amounts for derivative receivables and derivative payables related to credit primarily include structured credit derivative instruments. For further information on the classification of instruments within the valuation hierarchy, see Note 3 on pages 148-152 of JPMorgan Chase’s 2009 Annual Report.
 
(g) As permitted under U.S. GAAP, the Firm has elected to net derivative receivables and derivative payables and the related cash collateral received and paid when a legally enforceable master netting agreement exists. For purposes of the tables above, the Firm does not reduce derivative receivables and derivative payables balances for this netting adjustment, either within or across the levels of the fair value hierarchy, as such netting is not relevant to a presentation based on the transparency of inputs to the valuation of an asset or liability. Therefore, the balances reported in the fair value hierarchy table are gross of any counterparty netting adjustments. However, if the Firm were to net such balances within level 3, the reduction in the level 3 derivative receivable and payable balances would be $17.9 billion and $16.0 billion at September 30, 2010, and December 31, 2009, respectively; this is exclusive of the netting benefit associated with cash collateral, which would further reduce the level 3 balances.
 
(h) Private equity instruments represent investments within the Corporate/Private Equity line of business. The cost basis of the private equity investment portfolio totaled $10.0 billion and $8.8 billion at September 30, 2010, and December 31, 2009, respectively.
 
(i) At September 30, 2010, and December 31, 2009, balances included investments valued at net asset values of $14.0 billion and $16.8 billion, respectively, of which $7.8 billion and $9.0 billion, respectively, were classified in level 1, $2.0 billion and $3.2 billion, respectively, in level 2 and $4.2 billion and $4.6 billion, respectively, in level 3.
 
(j) In the three and nine months ended September 30, 2010, the transfers between levels 1, 2 and 3 were not significant.
 
(k) Includes certain assets that are classified within accrued interest receivable and other assets on the Consolidated Balance Sheet at December 31, 2009.
Changes in level 3 recurring fair value measurements
The following tables include a rollforward of the balance sheet amounts (including changes in fair value) for financial instruments classified by the Firm within level 3 of the fair value hierarchy for the three and nine months ended September 30, 2010 and 2009. When a determination is made to classify a financial instrument within level 3, the determination is based on the significance of the unobservable parameters to the overall fair value measurement. However, level 3 financial instruments typically include, in addition to the unobservable or level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources); accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology. Also, the Firm risk-manages the observable components of level 3 financial instruments using securities and derivative positions that are classified within level 1 or 2 of the fair value hierarchy; as these level 1 and level 2 risk management instruments are not included below, the gains or losses in the following tables do not reflect the effect of the Firm’s risk management activities related to such level 3 instruments.

118


Table of Contents

                         
  Fair value measurements using significant unobservable inputs    
                      Change in unrealized 
      Total  Purchases,  Transfers      gains/(losses) 
Three months ended Fair value  realized/  issuances  into and/or  Fair value at  related to financial 
September 30, 2010 at July 1,  unrealized  settlements,  out of  September 30,  instruments held 
(in millions) 2010  gains/(losses)  net  level 3(e)  2010  at September 30, 2010 
 
Assets:
                        
Trading assets:
                        
Debt instruments:
                        
Mortgage-backed securities:
                        
U.S. government agencies
 $176  $3  $  $  $179  $(9)
Residential — nonagency(a)
  804   89   (233)     660   17 
Commercial — nonagency(a)
  1,739   89   47      1,875   74 
 
Total mortgage-backed securities
  2,719   181   (186)     2,714   82 
Obligations of U.S. states and municipalities
  2,008   21   21      2,050   19 
Non-U.S. government debt securities
  608   (4)  131   (3)  732   (3)
Corporate debt securities
  4,551   16   73   (229)  4,411   42 
Loans
  14,889   537   754   (135)  16,045   424 
Asset-backed securities
  8,143   407   (439)  1   8,112   328 
 
Total debt instruments
  32,918   1,158   354   (366)  34,064   892 
Equity securities
  1,822   25   14   (74)  1,787   59 
Other
  411   37   (20)     428   44 
 
Total debt and equity instruments
  35,151   1,220(b)  348   (440)  36,279   995(b)
 
Derivative receivables:
                        
Interest rate
  3,047   1,444   (1,168)  (26)  3,297   595 
Credit
  9,786   (1,635)  (132)  (40)  7,979   (1,443)
Foreign exchange
  51   (596)  471   (12)  (86)  (445)
Equity
  (1,650)  (142)  (89)  75   (1,806)  (158)
Commodity
  (417)  (74)  (266)  37   (720)  (78)
 
Derivative receivables, net of derivative liabilities
  10,817   (1,003)(b)  (1,184)  34   8,664   (1,529)(b)
 
Available-for-sale securities:
                        
Asset-backed securities
  12,334   102   1,536      13,972   101 
Other
  410   20   76      506   20 
 
Total available-for-sale securities
  12,744   122(c)  1,612      14,478   121(c)
 
Loans
  1,065   104(b)  56      1,225   97(b)
Mortgage servicing rights
  11,853   (1,497)(d)  (51)     10,305   (1,497)(d)
Other assets:
                        
Private equity investments
  7,246   827(b)  236   (107)  8,202   685(b)
All other
  4,308   (71)(b)  210   (2)  4,445   7(b)
 
 
  Fair value measurements using significant unobservable inputs    
                      Change in unrealized 
      Total  Purchases,  Transfers      (gains)/losses 
Three months ended Fair value  realized/  issuances  into and/or  Fair value at  related to financial 
September 30, 2010 at July 1,  unrealized  settlements,  out of  September 30,  instruments held at 
(in millions) 2010  (gains)/losses  net  level 3(e)  2010  September 30, 2010 
 
Liabilities(f):
                        
Deposits
 $884  $62(b) $(84) $20  $882  $141(b)
Other borrowed funds
  291   72(b)  942      1,305   68(b)
Trading liabilities:
                        
Debt and equity instruments
  4      20      24   1(b)
Accounts payable and other liabilities
  449   (52)  (57)     340   47 
Beneficial interests issued by consolidated VIEs
  1,392   27(b)  (171)  80   1,328   27(b)
Long-term debt
  15,762   784(b)  (2,303)  (173)  14,070   1,056(b)
 

119


Table of Contents

                         
  Fair value measurements using significant unobservable inputs  
                      Change in unrealized
      Total Purchases, Transfers     gains/(losses) related
Three months ended Fair value at realized/ issuances into and/or Fair value at to financial
September 30, 2009 July 1, unrealized settlements, out of September 30, instruments held
(in millions)  2009 gains/(losses) net level 3(e) 2009 at September 30, 2009
 
Assets:
                        
Trading assets:
                        
Debt instruments:
                        
Mortgage-backed securities:
                        
U.S. government agencies
 $257  $3  $63  $(4) $319  $3 
Residential — nonagency(a)
  2,832   (140)  (69)  168   2,791   (153)
Commercial — nonagency (a)
  1,850   81   (81)  3   1,853   72 
 
Total mortgage-backed securities
  4,939   (56)  (87)  167   4,963   (78)
Obligations of U.S. states and municipalities
  2,416   18   (245)     2,189   4 
Non-U.S. government debt securities
  726   27   (18)  31   766   31 
Corporate debt securities
  5,482   200   (301)  (71)  5,310   132 
Loans
  15,208   299   (898)  17   14,626   194 
Asset-backed securities
  7,683   609   509   23   8,824   620 
 
Total debt instruments
  36,454   1,097   (1,040)  167   36,678   903 
Equity securities
  1,509   47   (143)  492   1,905   80 
Other
  1,269   26   (90)  (24)  1,181   22 
 
Total debt and equity instruments
  39,232   1,170(b)  (1,273)  635   39,764   1,005(b)
 
Derivative receivables, net of derivative liabilities
  18,348   (5,777)(b)  (688)  389   12,272   (6,298)(b)
 
Available-for-sale securities:
                        
Asset-backed securities
  11,934   168   654      12,756   165 
Other
  1,677   (18)  (5)  (1,044)  610   (18)
 
Total available-for-sale securities
  13,611   150(c)  649   (1,044)  13,366   147(c)
 
Loans
  1,756   7(b)  (198)  (153)  1,412   (44)(b)
Mortgage servicing rights
  14,600   (1,096)(d)  159      13,663   (1,096)(d)
Other assets:
                        
Private equity investments
  6,129   (103)(b)  136      6,162   (98)(b)
All other(g)
  8,928   (59)(b)  586      9,455   (52)(b)
 
                         
  Fair value measurements using significant unobservable inputs  
                      Change in unrealized
      Total Purchases, Transfers     (gains)/losses
Three months ended Fair value at realized/ issuances into and/or Fair value at related to financial
September 30, 2009 July 1, unrealized settlements, out of September 30, instruments held
(in millions)  2009 (gains)/losses net level 3(e) 2009 at September 30, 2009
 
Liabilities(f):
                        
Deposits
 $627  $28(b) $(117) $(5) $533  $22(b)
Other borrowed funds
  134   2(b)  (41)     95   1(b)
Trading liabilities:
                        
Debt and equity instruments
  53   6(b)  (47)     12   2(b)
Accounts payable and other liabilities
  437   (56)(b)  1      382   (57)(b)
Beneficial interests issued by consolidated VIEs
  1,060   246(b)  (52)     1,254   241(b)
Long-term debt
  17,473   1,274(b)  616   (304)  19,059   1,352(b)
 

120


Table of Contents

                         
  Fair value measurements using significant unobservable inputs  
                      Change in unrealized
      Total Purchases, Transfers     gains/(losses)
Nine months ended Fair value at realized/ issuances into and/or Fair value at related to financial
September 30, 2010 January 1, unrealized settlements, out of September 30, instruments held
(in millions) 2010 gains/(losses) net level 3(e) 2010 at September 30, 2010
 
Assets:
                        
Trading assets:
                        
Debt instruments:
                        
Mortgage-backed securities:
                        
U.S. government agencies
 $260  $27  $(105) $(3) $179  $(19)
Residential — nonagency(a)
  1,115   166   (573)  (48)  660   62 
Commercial — nonagency(a)
  1,770   205   (97)  (3)  1,875   104 
 
Total mortgage-backed securities
  3,145   398   (775)  (54)  2,714   147 
Obligations of U.S. states and municipalities
  1,971   (6)  (57)  142   2,050   (24)
Non-U.S. government debt securities
  734   (94)  95   (3)  732   (77)
Corporate debt securities
  5,241   (315)  (394)  (121)  4,411   (36)
Loans
  13,218   247   2,797   (217)  16,045   278 
Asset-backed securities
  7,975   318   (198)  17   8,112   197 
 
Total debt instruments
  32,284   548   1,468   (236)  34,064   485 
Equity securities
  1,956   106   (217)  (58)  1,787   263 
Other
  926   77   (653)  78   428   77 
 
Total debt and equity instruments
  35,166   731(b)  598   (216)  36,279   825(b)
 
Derivative receivables:
                        
Interest rate
  2,040   2,885   (1,743)  115   3,297   915 
Credit
  10,350   (236)  (2,093)  (42)  7,979   291 
Foreign exchange
  1,082   (1,489)  627   (306)  (86)  191 
Equity
  (1,791)  (212)  (107)  304   (1,806)  (82)
Commodity
  (329)  (726)  206   129   (720)  15 
 
Derivative receivables, net of derivative liabilities
  11,352   222(b)  (3,110)  200   8,664   1,330(b)
 
Available-for-sale securities:
                        
Asset-backed securities
  12,732   (3)  1,243      13,972   (21)
Other
  461   (47)  (13)  105   506   20 
 
 
                       
Total available-for-sale securities
  13,193   (50)(c)  1,230   105   14,478   (1)(c)
 
Loans
  990   93(b)  134   8   1,225   41(b)
Mortgage servicing rights
  15,531   (5,177)(d)  (49)     10,305   (5,177)(d)
Other assets:
                        
Private equity investments
  6,563   963(b)  1,167   (491)  8,202   697(b)
All other
  9,521   (129)(b)  (4,850)  (97)  4,445   (30)(b)
 
                         
  Fair value measurements using significant unobservable inputs  
                      Change in unrealized
      Total Purchases, Transfers     (gains)/losses
Nine months ended Fair value at realized/ issuances into and/or Fair value at related to financial
September 30, 2010 January 1, unrealized settlements, out of September 30, instruments held
(in millions) 2010 (gains)/losses Net level 3(e) 2010 at September 30, 2010
 
Liabilities(f):
                        
Deposits
 $476  $67(b) $10  $329  $882  $11(b)
Other borrowed funds
  542   (28)(b)  1,034   (243)  1,305   (7)(b)
Trading liabilities:
                        
Debt and equity instruments
  10   4(b)  (13)  23   24   (1)(b)
Accounts payable and other liabilities
  355   (92)  77      340   34
Beneficial interests issued by consolidated VIEs
  625   (6)(b)  629   80   1,328   (58)(b)
Long-term debt
  18,287   (251)(b)  (4,190)  224   14,070   386(b)
 

121


Table of Contents

                         
  Fair value measurements using significant unobservable inputs  
                      Change in unrealized
      Total Purchases, Transfers     gains/(losses)
Nine months ended Fair value at realized/ issuances into and/or Fair value at related to financial
September 30, 2009 January 1, unrealized settlements, out of September 30, instruments held
(in millions) 2009 gains/(losses) net level 3(e) 2009 at September 30, 2009
 
Assets:
                        
Trading assets:
                        
Debt instruments:
                        
Mortgage-backed securities:
                        
U.S. government agencies
 $163  $(32) $119  $69  $319  $(31)
Residential — nonagency(a)
  3,339   (688)  498   (358)  2,791   (743)
Commercial — nonagency(a)
  2,487   (160)  (326)  (148)  1,853   (206)
 
Total mortgage-backed securities
  5,989   (880)  291   (437)  4,963   (980)
Obligations of U.S. states and municipalities
  2,641   71   (523)     2,189   (7)
Non-U.S. government debt securities
  707   52   (58)  65   766   22 
Corporate debt securities
  5,280   36   (3,403)  3,397   5,310   (9)
Loans
  17,091   (889)  (1,852)  276   14,626   (989)
Asset-backed securities
  7,106   1,278   637   (197)  8,824   903 
 
Total debt instruments
  38,814   (332)  (4,908)  3,104   36,678   (1,060)
Equity securities
  1,380   (200)  (502)  1,227   1,905   (107)
Other
  1,226   (81)  4   32   1,181   96 
 
Total debt and equity instruments
  41,420   (613)(b)  (5,406)  4,363   39,764   (1,071)(b)
 
Derivative receivables, net of derivative liabilities
  9,507   (10,715)  (2,921)  16,401   12,272   (10,127)
 
Available-for-sale securities:
                        
Asset-backed securities
  11,447   30   1,104   175   12,756   168 
Other
  944   (78)  242   (498)  610   (82)
 
Total available-for-sale securities
  12,391   (48)(c)  1,346   (323)  13,366   86(c)
 
Loans
  2,667   (471)(b)  (1,507)  723   1,412   (469)(b)
Mortgage servicing rights
  9,403   4,045(d)  215      13,663   4,045(d)
Other assets:
                        
Private equity investments
  6,369   (576)(b)  299   70   6,162   (557)(b)
All other(g)
  8,114   (710)(b)  2,392   (341)  9,455   (707)(b)
 
 
  Fair value measurements using significant unobservable inputs  
                      Change in unrealized
      Total Purchases, Transfers     (gains)/losses
Nine months ended Fair value at realized/ issuances into and/or Fair value at related to financial
September 30, 2009 January 1, unrealized settlements, out of September 30, instruments held
(in millions) 2009 (gains)/losses net level 3(e) 2009 at September 30, 2009
 
Liabilities(f):
                        
Deposits
 $1,235  $51(b) $(810) $57  $533  $25(b)
Other borrowed funds
  101   (84)(b)  35   43   95   (2)(b)
Trading liabilities:
                        
Debt and equity instruments
  288   64(b)  (337)  (3)  12   1(b)
Accounts payable and other liabilities
     (60)(b)  442      382   (61)(b)
Beneficial interests issued by consolidated VIEs
     407(b)  (32)  879   1,254   390(b)
Long-term debt
  16,548   1,315(b)  (1,935)  3,131   19,059   1,015(b)
 
 
(a) For further discussion of residential and commercial MBS, see the “Mortgage-related exposures carried at fair value” section of Note 3 on pages 161-162 of JPMorgan Chase’s 2009 Annual Report.
 
(b) Predominantly reported in principal transactions revenue, except for changes in fair value for Retail Financial Services (“RFS”) mortgage loans originated with the intent to sell, which are reported in mortgage fees and related income.
 
(c) Realized gains and losses on available-for-sale (“AFS”) securities, as well as other-than-temporary impairment (“OTTI”) losses that are recorded in earnings, are reported in securities gains. Unrealized gains and losses are reported in other comprehensive income.

122


Table of Contents

(d) Changes in fair value for RFS mortgage servicing rights are reported in mortgage fees and related income.
 
(e) All transfers into and/or out of level 3 are assumed to have occurred at the beginning of the reporting period.
 
(f) Level 3 liabilities as a percentage of total Firm liabilities accounted for at fair value (including liabilities measured at fair value on a nonrecurring basis) were 24% and 29% at September 30, 2010, and December 31, 2009, respectively.
 
(g) Includes certain assets that are classified within accrued interest receivable and other assets on the Consolidated Balance Sheet at September 30, 2009.
Assets and liabilities measured at fair value on a nonrecurring basis
Certain assets, liabilities and unfunded lending-related commitments are measured at fair value on a nonrecurring basis; that is, they are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). The following tables present the assets and liabilities carried on the Consolidated Balance Sheets by caption and level within the valuation hierarchy as of the periods indicated for which a nonrecurring change in fair value has been recorded during the reporting period.
                 
  Fair value hierarchy  
September 30, 2010 (in millions) Level 1(d) Level 2(d) Level 3(d) Total fair value
 
Loans retained(a)
 $  $3,100  $938  $4,038 
Loans held-for-sale(b)
     434   570   1,004 
 
Total loans
     3,534   1,508   5,042 
Other real estate owned
     64   427   491 
Other assets
        1   1 
 
Total other assets
     64   428   492 
 
Total assets at fair value on a nonrecurring basis
 $  $3,598  $1,936  $5,534 
 
Accounts payable and other liabilities(c)
 $  $86  $17  $103 
 
Total liabilities at fair value on a nonrecurring basis
 $  $86  $17  $103 
 
                 
  Fair value hierarchy  
December 31, 2009 (in millions) Level 1 Level 2 Level 3 Total fair value
 
Loans retained(a)
 $  $4,544  $1,137  $5,681 
Loans held-for-sale(b)
     601   1,029   1,630 
 
Total loans
     5,145   2,166   7,311 
Other real estate owned
     307   387   694 
Other assets
        184   184 
 
Total other assets
     307   571   878 
 
Total assets at fair value on a nonrecurring basis
 $  $5,452  $2,737  $8,189 
 
Accounts payable and other liabilities(c)
 $  $87  $39  $126 
 
Total liabilities at fair value on a nonrecurring basis
 $  $87  $39  $126 
 
 
(a) Reflects mortgage, home equity and other loans where the carrying value is based on the fair value of the underlying collateral.
 
(b) Predominantly includes leveraged lending loans carried on the Consolidated Balance Sheets at the lower of cost or fair value.
 
(c) Represents, at September 30, 2010, and December 31, 2009, fair value adjustments associated with $555 million and $648 million, respectively, of unfunded held-for-sale lending-related commitments within the leveraged lending portfolio.
 
(d) In the three and nine months ended September 30, 2010, the transfers between levels 1, 2 and 3 were not significant.
The method used to estimate the fair value of impaired collateral-dependent loans, and other loans where the carrying value is based on the fair value of the underlying collateral (e.g., residential mortgage loans charged off in accordance with regulatory guidance), depends on the type of collateral (e.g., securities, real estate, nonfinancial assets). Fair value of the collateral is estimated based on quoted market prices, broker quotes or independent appraisals, or by using a DCF model. For further information, see Note 14 on pages 154—155 of this Form 10-Q.
Nonrecurring fair value changes
The following table presents the total change in value of assets and liabilities for which a fair value adjustment has been included in the Consolidated Statements of Income for the three- and nine-month periods ended September 30, 2010 and 2009, related to financial instruments held at those dates.
                       
  Three months ended September 30,   Nine months ended September 30,  
(in millions) 2010 2009   2010 2009
 
Loans retained
 $(804) $(1,272)   $(1,289) $(2,779)
Loans held-for-sale
  20   242     78   (315)
 
Total loans
  (784)  (1,030)    (1,211)  (3,094)
 
                  
Other assets
  (8)  (53)    17   (94)
Accounts payable and other liabilities
     29     5   12 
 
Total nonrecurring fair value gains/(losses)
 $(792) $(1,054)   $(1,189) $(3,176)
 

123


Table of Contents

Level 3 analysis
Level 3 assets at September 30, 2010, principally include derivative receivables, mortgage servicing rights (“MSRs”), trading loans, and collateralized loan obligations (“CLOs”) held within the available-for-sale securities portfolio. For further discussion of JPMorgan Chase’s valuation methodologies for assets and liabilities measured at fair value, see Note 3 on pages 148—165 of JPMorgan Chase’s 2009 Annual Report.
 Derivative receivables included $43.8 billion of interest rate, credit, foreign exchange, equity and commodity contracts classified within level 3 at September 30, 2010. Included within this balance was $16.7 billion of structured credit derivatives with corporate debt underlying. In assessing the Firm’s risk exposure to structured credit derivatives, the Firm believes consideration should also be given to derivative liabilities with similar, and therefore, offsetting risk profiles. At September 30, 2010, there was $8.2 billion of level 3 derivative liabilities with risk characteristics similar to those of the derivative receivable assets that were classified in level 3. Both derivative receivables and payables are modeled and valued the same way with the same parameters and inputs. In addition, the counterparty credit risk and market risk exposure of all level 3 derivatives is partially hedged with standard derivatives, for which the inputs are largely observable, that are largely liquid, and that are classified within level 2 of the valuation hierarchy.
 Mortgage servicing rights represent the fair value of future cash flows for performing specified mortgage servicing activities for others (predominantly with respect to residential mortgage loans). For a further description of the MSR asset, interest rate risk management and the valuation methodology used for MSRs, including valuation assumptions and sensitivities, see Note 16 on pages 167—170 of this Form 10-Q and Note 17 on pages 214—217 of JPMorgan Chase’s 2009 Annual Report.
 CLOs of $13.6 billion are securities backed by corporate loans, and they are held in the Firm’s AFS securities portfolio. For these securities, external pricing information is not available. They are therefore valued using market-standard models to model the specific collateral composition and cash flow structure of each deal; key inputs to the model are market spread data for each credit rating, collateral type and other relevant contractual features. Substantially all of these securities are rated “AAA,” “AA” and “A” and have an average credit enhancement of 30%. Credit enhancement in CLOs is primarily in the form of overcollateralization, which is the excess of the par amount of collateral over the par amount of the securities. For further discussion, see Note 11 on pages 143—148 of this Form 10-Q.
 Trading loans largely include $7.3 billion of commercial mortgage loans and nonagency residential mortgage whole loans held in the Investment Bank (“IB”) for which there is limited price transparency; and $4.1 billion of reverse mortgages for which the principal risk sensitivities are mortality risk and home prices. The fair value of the commercial and residential mortgage loans is estimated by projecting expected cash flows, considering relevant borrower-specific and market factors, and discounting those cash flows at a rate reflecting current market liquidity. Loans are partially hedged by level 2 instruments, including credit default swaps and interest rate derivatives, which are observable and liquid.
Consolidated Balance Sheets changes
Level 3 assets (including assets measured at fair value on a nonrecurring basis) were 6% of total Firm assets at September 30, 2010. The following describes significant changes to level 3 assets during the quarter.
For the three months ended September 30, 2010
Level 3 assets were $120.6 billion at September 30, 2010, reflecting an increase of $760 million from the second quarter. The increase is mainly due to:
 $1.6 billion increase in asset-backed AFS securities driven predominantly by purchases of CLOs in the Firm’s AFS securities portfolio. The securities are backed by corporate loans and are rated “AAA,” “AA” and “A”;
 $1.2 billion increase in trading loans driven by warehouse loan originations;
 $1.0 billion increase in private equity investments largely driven by gains on investments in the portfolio;
 $2.0 billion decrease in derivative receivables, predominantly due to tightening of credit spreads; and
 $1.5 billion decrease in MSRs. For a further discussion of the change, refer to Note 16 on pages 167-170 of this Form 10-Q.
For the nine months ended September 30, 2010
Level 3 assets decreased by $9.8 billion in the first nine months of 2010, due to the following:
 $5.2 billion decrease in MSRs. For a further discussion of the change, refer to Note 16 on pages 167-170 of this Form 10-Q;

124


Table of Contents

 A net decrease of $3.5 billion due to the adoption of new consolidation guidance related to VIEs. As a result of the adoption of the new guidance, there was a decrease of $5.0 billion in accrued interest and accounts receivable related to retained securitization interests in Firm-sponsored credit card securitization trusts that were eliminated upon consolidation, partially offset by an increase of $1.5 billion in trading debt and equity instruments;
 $2.9 billion decrease in derivative receivables, largely driven by changes in credit spreads;
 $1.6 billion increase in private equity investments largely driven by gains on investments in the portfolio; and
 $1.2 billion increase in asset-backed AFS securities predominantly driven by purchases of CLOs in the Firm’s AFS securities portfolio. The securities purchased are backed by corporate loans and are rated “AAA,” “AA” and “A”.
Gains and Losses
Included in the tables for the three months ended September 30, 2010
 $1.0 billion of net losses on derivatives, largely due to the tightening of credit spreads;
 $1.2 billion of net gains on trading assets—debt and equity securities largely due to asset-backed securities and trading loans;
 $784 million of losses related to long-term structured note liabilities, largely due to foreign exchange revaluation;
 $827 million of gains in private equity largely driven by gains in investments in the portfolio; and
 $1.5 billion of losses on MSRs.
Included in the tables for the three months ended September 30, 2009
 $1.1 billion of losses on MSRs;
 $1.2 billion in gains on trading—debt and equity assets, predominantly from other asset-backed securities and mortgage-related transactions;
 $5.8 billion of net losses on derivatives primarily related to credit spread tightening; and
 $1.3 billion of losses related to structured note liabilities, predominantly due to volatility in equity markets.
Included in the tables for the nine months ended September 30, 2010
 $5.2 billion of losses on MSRs; and
 $963 million gain in private equity largely driven by gains in investments in the portfolio.
Included in the tables for the nine months ended September 30, 2009
 $4.0 billion of gains on MSRs;
 $10.7 billion of net losses on derivatives primarily related to credit spread tightening;
 $1.9 billion of losses on trading—debt and equity assets primarily related to residential and commercial loans and mortgage-backed securities, principally driven by markdowns and sales; these losses were partially offset by gains of $1.3 billion on other asset-backed securities; and
 $1.3 billion of losses related to structured note liabilities, predominantly due to volatility in the equity markets.
Credit adjustments
When determining the fair value of an instrument, it may be necessary to record a valuation adjustment to arrive at an exit price under U.S. GAAP. Valuation adjustments include, but are not limited to, amounts to reflect counterparty credit quality and the Firm’s own creditworthiness. The market’s view of the Firm’s credit quality is reflected in credit spreads observed in the credit default swap market. For a detailed discussion of the valuation adjustments the Firm considers, see Note 3 on pages 148—165 of JPMorgan Chase’s 2009 Annual Report.
The following table provides the credit adjustments, excluding the effect of any hedging activity, reflected within the Consolidated Balance Sheets as of the dates indicated.
         
(in millions) September 30, 2010 December 31, 2009
 
Derivative receivables balance
 $97,293  $80,210 
Derivatives CVA(a)
  (5,138)  (3,697)
Derivative payables balance
  74,902   60,125 
Derivatives DVA
  (885)  (841)(d)
Structured notes balance(b)(c)
  57,089   59,064 
Structured notes DVA
  (1,135)  (685)(d)
 
 
(a) Derivatives credit valuation adjustments (“CVA”), gross of hedges, includes results managed by credit portfolio and other lines of business within IB.
 
(b) Structured notes are recorded within long-term debt, other borrowed funds or deposits on the Consolidated Balance Sheets, based on the tenor and legal form of the note.
 
(c) Structured notes are measured at fair value based on the Firm’s election under the fair value option. For further information on these elections, see Note 4 on pages 129-131 of this Form 10-Q.
 
(d) The prior period has been revised.

125


Table of Contents

The following table provides the impact of credit adjustments on earnings in the respective periods, excluding the effect of any hedging activity.
                         
  Three months ended September 30,   Nine months ended September 30,   
(in millions) 2010 2009   2010 2009
 
Credit adjustments:
                  
Derivative CVA(a)
 $(527) $1,439    $(1,441) $5,838 
Derivative DVA
  (247)  (202)    44   (581)
Structured note DVA(b)
  (246)  (840)    450   (1,301)
 
 
(a) Derivatives CVA, gross of hedges, includes results managed by credit portfolio and other lines of business within IB.
 
(b) Structured notes are measured at fair value based on the Firm’s election under the fair value option. For further information on these elections, see Note 4 on pages 129—131 of this Form 10-Q.
Additional disclosures about the fair value of financial instruments (including financial instruments not carried at fair value)
U.S. GAAP requires disclosure of the estimated fair value of certain financial instruments, and the methods and significant assumptions used to estimate their fair value. Financial instruments within the scope of these disclosure requirements are included in the following table. Additionally, certain financial instruments and all nonfinancial instruments are excluded from the scope. Accordingly, the fair value disclosures provided in the following table include only a partial estimate of the fair value of JPMorgan Chase. For example, the Firm has developed long-term relationships with its customers through its deposit base and credit card accounts, commonly referred to as core deposit intangibles and credit card relationships. In the opinion of management, these items, in the aggregate, add significant value to JPMorgan Chase, but their fair value is not disclosed in this Note.
Financial instruments for which carrying value approximates fair value
Certain financial instruments that are not carried at fair value on the Consolidated Balance Sheets are carried at amounts that approximate fair value, due to their short-term nature and generally negligible credit risk. These instruments include cash and due from banks; deposits with banks, federal funds sold; securities purchased under resale agreements and securities borrowed with short-dated maturities; short-term receivables and accrued interest receivable; commercial paper; federal funds purchased; securities loaned and sold under repurchase agreements with short-dated maturities; other borrowed funds (excluding advances from the Federal Home Loan Banks (“FHLBs”)); accounts payable; and accrued liabilities. In addition, U.S. GAAP requires that the fair value for deposit liabilities with no stated maturity (i.e., demand, savings and certain money market deposits) be equal to their carrying value; recognition of the inherent funding value of these instruments is not permitted.

126


Table of Contents

The following table presents the carrying values and estimated fair values of financial assets and liabilities.
                         
  September 30, 2010 December 31, 2009
  Carrying Estimated Appreciation/ Carrying Estimated Appreciation/
(in billions) value fair value (depreciation) value fair value (depreciation)
 
Financial assets
                        
Assets for which fair value approximates carrying value
 $55.0  $55.0  $  $89.4  $89.4  $ 
Accrued interest and accounts receivable (included zero and $5.0 at fair value at September 30, 2010, and December 31, 2009, respectively)
  63.2   63.2      67.4   67.4    
Federal funds sold and securities purchased under resale agreements (included $23.8 and $20.5 at fair value at September 30, 2010, and December 31, 2009, respectively)
  235.4   235.4      195.4   195.4    
Securities borrowed (included $11.5 and $7.0 at fair value at September 30, 2010, and December 31, 2009, respectively)
  127.4   127.4      119.6   119.6    
Trading assets
  475.5   475.5      411.1   411.1    
Securities (included $340.1 and $360.4 at fair value at September 30, 2010, and December 31, 2009, respectively)
  340.2   340.2      360.4   360.4    
Loans (included $1.7 and $1.4 at fair value at September 30, 2010, and December 31, 2009, respectively)(a)
  656.4   659.8   3.4   601.9   598.3   (3.6)
Mortgage servicing rights at fair value
  10.3   10.3      15.5   15.5    
Other (included $20.7 and $19.2 at fair value at September 30, 2010, and December 31, 2009, respectively)
  73.2   73.1   (0.1)  73.4   73.2   (0.2)
 
Total financial assets
 $2,036.6  $2,039.9  $3.3  $1,934.1  $1,930.3  $(3.8)
 
Financial liabilities
                        
Deposits (included $4.8 and $4.5 at fair value at September 30, 2010, and December 31, 2009, respectively)
 $903.1  $904.3  $(1.2) $938.4  $939.5  $(1.1)
Federal funds purchased and securities loaned or sold under repurchase agreements (included $6.2 and $3.4 at fair value at September 30, 2010, and December 31, 2009, respectively)
  314.2   314.2      261.4   261.4    
Commercial paper
  38.6   38.6      41.8   41.8    
Other borrowed funds (included $10.4 and $5.6 at fair value at September 30, 2010, and December 31, 2009, respectively)
  51.6   51.6      55.7   55.9   (0.2)
Trading liabilities
  157.8   157.8      125.1   125.1    
Accounts payable and other liabilities (included $0.3 and $0.4 at fair value at September 30, 2010, and December 31, 2009, respectively)
  141.2   141.2      136.8   136.8    
Beneficial interests issued by consolidated VIEs (included $2.4 and $1.4 at fair value at September 30, 2010, and December 31, 2009, respectively)
  77.4   78.2   (0.8)  15.2   15.2    
Long-term debt and junior subordinated deferrable interest debentures (included $41.9 and $49.0 at fair value at September 30, 2010, and December 31, 2009, respectively)
  255.6   256.9   (1.3)  266.3   268.4   (2.1)
 
Total financial liabilities
 $1,939.5  $1,942.8  $(3.3) $1,840.7  $1,844.1  $(3.4)
 
Net (depreciation)/appreciation
         $          $(7.2)
 
 
(a) Fair value is typically estimated using a discounted cash flow model that incorporates the characteristics of the underlying loans (including principal, customer rate and contractual fees) and key inputs including expected lifetime credit losses, interest rates, prepayment rates and primary origination or secondary market spreads. For a further discussion of the Firm’s methodologies for estimating the fair value of loans and lending-related commitments, see Note 3 on pages 148-152 of JPMorgan Chase’s 2009 Annual Report.

127


Table of Contents

The majority of the Firm’s unfunded lending-related commitments are not carried at fair value on a recurring basis on the Consolidated Balance Sheets, nor are they actively traded. The carrying value and estimated fair value of the Firm’s wholesale lending—related commitments were as follows for the periods indicated.
                 
  September 30, 2010 December 31, 2009
  Carrying Estimated Carrying Estimated
(in billions) value(a) fair value value(a) fair value
 
Wholesale lending—related commitments
 $0.9  $1.3  $0.9  $1.3 
 
 
(a) Represents the allowance for wholesale unfunded lending-related commitments. Excludes the current carrying values of the guarantee liability and the offsetting asset, each recognized at fair value at the inception of guarantees.
The Firm does not estimate the fair value of consumer lending—related commitments. In many cases, the Firm can reduce or cancel these commitments by providing the borrower prior notice or, in some cases, without notice as permitted by law. For a further discussion of the valuation of lending-related commitments, see Note 3 on pages 149—150 of JPMorgan Chase’s 2009 Annual Report.
Trading assets and liabilities — average balances
Average trading assets and liabilities were as follows for the periods indicated.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Trading assets — debt and equity instruments(a)
 $347,990  $316,938  $340,181  $313,586 
Trading assets — derivative receivables
  92,857   99,807   83,702   118,560 
Trading liabilities — debt and equity instruments(a)(b)
  79,838   59,843   76,104   56,451 
Trading liabilities — derivative payables
  69,350   75,458   63,688   82,781 
 
 
(a) Balances reflect the reduction of securities owned (long positions) by the amount of securities sold, but not yet purchased (short positions) when the long and short positions have identical CUSIPs.
 
(b) Primarily represent securities sold, not yet purchased.

128


Table of Contents

NOTE 4 — FAIR VALUE OPTION
For a discussion of the primary financial instruments for which fair value elections have been made, including the basis for those elections and the determination of instrument-specific credit risk, where relevant, see Note 4 on pages 165—167 of JPMorgan Chase’s 2009 Annual Report.
2010 Elections
The fair value option was elected in connection with the adoption of the new accounting guidance related to:
 The consolidation of VIEs effective January 1, 2010. The election was made for long-term beneficial interests related to securitization trusts within IB that were consolidated where the underlying assets are carried at fair value.
 
 Beneficial interests in securitized financial assets that contain embedded credit derivatives, which would otherwise be required to be separately accounted for as a derivative instrument, effective July 1, 2010.
Changes in fair value under the fair value option election
The following table presents the changes in fair value included in the Consolidated Statements of Income for the three and nine months ended September 30, 2010 and 2009, for items for which the fair value election was made. The profit and loss information presented below only includes the financial instruments that were elected to be measured at fair value; related risk management instruments, which are required to be measured at fair value, are not included in the table.
                         
  Three months ended September 30,
  2010 2009
          Total changes         Total changes
  Principal Other in fair value Principal Other in fair value
(in millions) transactions income recorded transactions income recorded
 
Federal funds sold and securities purchased under resale agreements
 $259  $  $259  $161  $  $161 
Securities borrowed
  5      5   100      100 
Trading assets:
                        
Debt and equity instruments, excluding loans
  235   (2)(c)  233   200   (4)(c)  196 
Loans reported as trading assets:
                        
Changes in instrument-specific credit risk
  359   (20)(c)  339   132   5(c)  137 
Other changes in fair value
  530   1,703(c)  2,233   397   965(c)  1,362 
Loans:
                        
Changes in instrument-specific credit risk
  10      10   29      29 
Other changes in fair value
  122      122   (53)     (53)
Other assets
     (133)(d)  (133)     (87)(d)  (87)
Deposits(a)
  (174)     (174)  (313)     (313)
Federal funds purchased and securities loaned or sold under repurchase agreements
  (38)     (38)  (19)     (19)
Other borrowed funds(a)
  (679)     (679)  (1,092)     (1,092)
Trading liabilities
  (16)     (16)  (8)     (8)
Beneficial interests issued by consolidated VIEs
  (64)     (64)  (277)     (277)
Other liabilities
  (30)  (4)(d)  (34)  (59)     (59)
Long-term debt:
                        
Changes in instrument-specific credit risk(a)
  (207)     (207)  (831)     (831)
Other changes in fair value(b)
  (455)     (455)  (1,002)     (1,002)
 

129


Table of Contents

                         
  Nine months ended September 30,
  2010 2009
          Total changes         Total changes
  Principal Other in fair value Principal Other in fair value
(in millions) transactions income recorded transactions income recorded
 
Federal funds sold and securities purchased under resale agreements
 $539  $  $539  $(334) $  $(334)
Securities borrowed
  44      44   81      81 
Trading assets:
                        
Debt and equity instruments, excluding loans
  431   (13)(c)  418   504   15(c)  519 
Loans reported as trading assets:
                        
Changes in instrument-specific credit risk
  1,157   2(c)  1,159   (340)  (160)(c)  (500)
Other changes in fair value
  (153)  3,675(c)  3,522   1,109   2,397(c)  3,506 
Loans:
                        
Changes in instrument-specific credit risk
  89      89   (300)     (300)
Other changes in fair value
  51      51   (179)     (179)
Other assets
     (235)(d)  (235)     (675)(d)  (675)
Deposits(a)
  (466)     (466)  (499)     (499)
Federal funds purchased and securities loaned or sold under repurchase agreements
  (103)     (103)  75      75 
Other borrowed funds(a)
  233      233   (1,238)     (1,238)
Trading liabilities
  (19)     (19)  (23)     (23)
Beneficial interests issued by consolidated VIEs
  (32)     (32)  (401)     (401)
Other liabilities
  (26)  10(d)  (16)  (55)     (55)
Long-term debt:
                        
Changes in instrument-specific credit risk(a)
  378      378   (1,225)     (1,225)
Other changes in fair value(b)
  1,103      1,103   (2,773)     (2,773)
 
(a) Total changes in instrument-specific credit risk related to structured notes were $(246) million and $(840) million for the three months ended September 30, 2010 and 2009, respectively, and $450 million and $(1.3) billion for the nine months ended September 30, 2010 and 2009, respectively. Those totals include adjustments for structured notes classified within deposits and other borrowed funds, as well as long-term debt.
 
(b) Structured notes are debt instruments with embedded derivatives that are tailored to meet a client’s need for derivative risk in funded form. The embedded derivative is the primary driver of risk. Although the risk associated with the structured notes is actively managed, the gains reported in this table do not include the income statement impact of such risk management instruments.
 
(c) Reported in mortgage fees and related income.
 
(d) Reported in other income.

130


Table of Contents

Difference between aggregate fair value and aggregate remaining contractual principal balance outstanding
The following table reflects the difference between the aggregate fair value and the aggregate remaining contractual principal balance outstanding as of September 30, 2010, and December 31, 2009, for loans, long-term debt and long-term beneficial interests for which the fair value option has been elected.
                         
  September 30, 2010 December 31, 2009
          Fair value         Fair value
          over/(under)         over/(under)
  Contractual     contractual Contractual     contractual
  principal     principal principal     principal
(in millions) outstanding Fair value outstanding outstanding Fair value outstanding
 
Loans
                        
Performing loans 90 days or more past due
                        
Loans reported as trading assets
 $  $  $  $  $  $ 
Loans
                  
Nonaccrual loans
                        
Loans reported as trading assets
  4,778   1,022   (3,756)  7,264   2,207   (5,057)
Loans
  959   102   (857)  1,126   151   (975)
 
Subtotal
  5,737   1,124   (4,613)  8,390   2,358   (6,032)
All other performing loans
                        
Loans reported as trading assets
  39,442   33,697   (5,745)  35,095   29,341   (5,754)
Loans
  2,364   1,317   (1,047)  2,147   1,000   (1,147)
 
Total loans
 $47,543  $36,138  $(11,405) $45,632  $32,699  $(12,933)
 
Long-term debt
                        
Principal—protected debt
 $21,829(b) $22,998  $1,169  $26,765(b) $26,378  $(387)
Nonprincipal—protected debt(a)
 NA   18,856  NA  NA   22,594  NA 
 
Total long-term debt
 NA  $41,854  NA  NA  $48,972  NA 
 
Long-term beneficial interests
                        
Principal—protected debt
 $51  $51  $  $90  $90  $ 
Nonprincipal—protected debt(a)
 NA   2,332  NA  NA   1,320  NA 
 
Total long-term beneficial interests
 NA  $2,383  NA  NA  $1,410  NA 
 
(a) Remaining contractual principal is not applicable to nonprincipal-protected notes. Unlike principal-protected notes, for which the Firm is obligated to return a stated amount of principal at the maturity of the note, nonprincipal-protected notes do not obligate the Firm to return a stated amount of principal at maturity, but to return an amount based on the performance of an underlying variable or derivative feature embedded in the note.
 
(b) Where the Firm issues principal-protected zero-coupon or discount notes, the balance reflected as the remaining contractual principal is the final principal payment at maturity.

131


Table of Contents

NOTE 5 — DERIVATIVE INSTRUMENTS
For a further discussion of the Firm’s use and accounting policies regarding derivative instruments, see Note 5 on pages 167—175 of JPMorgan Chase’s 2009 Annual Report.
Notional amount of derivative contracts
The following table summarizes the notional amount of derivative contracts outstanding as of September 30, 2010, and December 31, 2009.
         
  Notional amounts(b)
(in billions) September 30, 2010 December 31, 2009
 
Interest rate contracts
        
Swaps
 $44,411  $47,663 
Futures and forwards
  9,941   6,986 
Written options
  4,338   4,553 
Purchased options
  4,211   4,584 
 
Total interest rate contracts
  62,901   63,786 
 
Credit derivatives(a)
  5,562   5,994 
 
Foreign exchange contracts
        
Cross-currency swaps
  2,533   2,217 
Spot, futures and forwards
  4,335   3,578 
Written options
  720   685 
Purchased options
  706   699 
 
Total foreign exchange contracts
  8,294   7,179 
 
Equity contracts
        
Swaps
  108   81 
Futures and forwards
  42   45 
Written options
  577   502 
Purchased options
  556   449 
 
Total equity contracts
  1,283   1,077 
 
Commodity contracts
        
Swaps
  372   178 
Spot, futures and forwards
  160   113 
Written options
  258   201 
Purchased options
  257   205 
 
Total commodity contracts
  1,047   697 
 
Total derivative notional amounts
 $79,087  $78,733 
 
(a) Primarily consists of credit default swaps. For more information on volumes and types of credit derivative contracts, see the Credit derivatives discussion on pages 139—140 of this Note.
 
(b) Represents the sum of gross long and gross short third-party notional derivative contracts.
While the notional amounts disclosed above give an indication of the volume of the Firm’s derivative activity, the notional amounts significantly exceed, in the Firm’s view, the possible losses that could arise from such transactions. For most derivative transactions, the notional amount is not exchanged; it is used simply as a reference to calculate payments.

132


Table of Contents

Impact of derivatives on the Consolidated Balance Sheets
The following tables summarize information on derivative fair values that are reflected on the Firm’s Consolidated Balance Sheets as of September 30, 2010, and December 31, 2009, by accounting designation (e.g., whether the derivatives were designated as hedges or not) and contract type.
Free-standing derivatives(a)
                         
  Derivative receivables Derivative payables
              Not    
September 30, 2010 Not designated Designated Total derivative designated Designated Total derivative
(in millions) as hedges as hedges receivables as hedges as hedges payables
 
Trading assets and liabilities
                        
Interest rate
 $1,550,411  $8,357  $1,558,768  $1,511,586  $1,161  $1,512,747 
Credit
  137,930      137,930   131,585      131,585 
Foreign exchange(b)
  188,035   2,872   190,907   195,934   1,074   197,008 
Equity
  57,911      57,911   60,448      60,448 
Commodity
  45,097   72   45,169   42,431   1,372(d)  43,803 
 
Gross fair value of trading assets and liabilities
 $1,979,384  $11,301  $1,990,685  $1,941,984  $3,607  $1,945,591 
Netting adjustment(c)
          (1,893,392)          (1,870,689)
 
Carrying value of derivative trading assets and trading liabilities on the Consolidated Balance Sheets
         $97,293          $74,902 
 
                         
  Derivative receivables Derivative payables
              Not    
December 31, 2009 Not designated Designated Total derivative designated Designated Total derivative
(in millions) as hedges as hedges receivables as hedges as hedges payables
 
Trading assets and liabilities
                        
Interest rate
 $1,148,901  $6,568  $1,155,469  $1,121,978  $427  $1,122,405 
Credit
  170,864      170,864   164,790      164,790 
Foreign exchange(b)
  141,790   2,497   144,287   137,865   353   138,218 
Equity
  57,871      57,871   58,494      58,494 
Commodity
  36,988   39   37,027   35,082   194(d)  35,276 
 
Gross fair value of trading assets and liabilities
 $1,556,414  $9,104  $1,565,518  $1,518,209  $974  $1,519,183 
Netting adjustment(c)
          (1,485,308)          (1,459,058)
 
Carrying value of derivative trading assets and trading liabilities on the Consolidated Balance Sheets
         $80,210          $60,125 
 
(a) Excludes structured notes for which the fair value option has been elected. See Note 4 on pages 129—131 of this Form 10-Q and Note 4 on pages 165—167 of JPMorgan Chase’s 2009 Annual Report for further information.
 
(b) Excludes $36 million of foreign currency-denominated debt designated as a net investment hedge at September 30, 2010. The Firm did not use foreign currency-denominated debt as a hedging instrument in 2009, and therefore there was no impact as of December, 31, 2009.
 
(c) U.S. GAAP permits the netting of derivative receivables and payables, and the related cash collateral received and paid when a legally enforceable master netting agreement exists between the Firm and a derivative counterparty.
 
(d) Excludes $758 million and $1.3 billion related to separated commodity derivatives used as fair value hedging instruments that are recorded in the line item of the host contract (other borrowed funds) as of September 30, 2010, and December 31, 2009, respectively.
Derivative receivables and payables mark-to-market
The following table summarizes the fair values of derivative receivables and payables, including those designated as hedges by contract type after netting adjustments as of September 30, 2010, and December 31, 2009.
                 
  Trading assets-Derivative receivables Trading liabilities-Derivative payables
(in millions) September 30, 2010 December 31, 2009 September 30, 2010 December 31, 2009
 
Contract type:
                
Interest rate(a)
 $47,278  $33,733  $24,281  $19,688 
Credit(a)
  8,622   11,859   4,763   6,036 
Foreign exchange
  24,963   21,984   28,346   19,818 
Equity
  5,289   6,635   10,490   11,554 
Commodity
  11,141   5,999   7,022   3,029 
 
Total
 $97,293  $80,210  $74,902  $60,125 
 
(a) In the first quarter of 2010, the reporting of cash collateral netting was enhanced. Prior periods have been revised to conform to the current presentation. The revision resulted in an increase to interest rate derivative receivables and a corresponding decrease to credit derivative

133


Table of Contents

  receivables of $7.0 billion, and an increase to interest rate derivative payables and a corresponding decrease to credit derivative payables of $4.5 billion as of December 31, 2009.
Impact of derivatives and hedged items on the income statement and on other comprehensive income
The following tables summarize the total pretax impact of JPMorgan Chase’s derivative-related activities on the Firm’s Consolidated Statements of Income and Other Comprehensive Income for the three and nine months ended September 30, 2010 and 2009, respectively, by accounting designation.
Consolidated Statements of Income
                         
  Derivative-related gains/(losses)
          Net Risk    
Three months ended September 30, Fair value Cash flow investment management Trading  
(in millions) hedges(a) hedges hedges activities activities(a) Total
 
2010
 $107  $78  $(24) $2,433  $6,317  $8,911 
2009
  117   42   (40)  479   5,965   6,563 
 
Consolidated Statements of Income
                         
  Derivative-related gains/(losses)
          Net Risk    
Nine months ended September 30, Fair value Cash flow investment management Trading  
(in millions) hedges(a) hedges hedges activities activities(a) Total
 
2010
 $200  $93  $(97) $6,122  $6,873  $13,191 
2009
  587   184   (70)  (4,910)  16,090   11,881 
 
Other comprehensive income/(loss)
                         
  Derivative-related net changes in other comprehensive income
          Net Risk    
Three months ended September 30, Fair value Cash flow investment management Trading  
(in millions) hedges hedges hedges(b) activities activities Total
 
2010
 NA  $(35) $(741) NA  NA  $(776)
2009
 NA   351   (223) NA  NA   128 
 
Other comprehensive income/(loss)
                         
  Derivative-related net changes in other comprehensive income
          Net Risk    
Nine months ended September 30, Fair value Cash flow investment management Trading  
(in millions) hedges hedges hedges(b) activities activities Total
 
2010
 NA  $242  $16  NA  NA  $258 
2009
 NA   519   (250) NA  NA   269 
 
(a) Includes the hedge accounting impact of the hedged item for fair value hedges and includes cash instruments within trading activities.
 
(b) Includes $2 million of foreign currency translation loss and $41 million of foreign currency transaction gain related to foreign currency-denominated debt designated as a net investment hedge for the three and nine months ended September 30, 2010. The Firm did not use foreign currency-denominated debt as a hedging instrument in 2009 and, therefore, there was no impact for the three and nine months ended September 30, 2009.

134


Table of Contents

The tables that follow reflect more detailed information regarding the derivative-related income statement impact by accounting designation for the three and nine months ended September 30, 2010 and 2009, respectively.
Fair value hedge gains and losses
The following tables present derivative instruments, by contract type, used in fair value hedge accounting relationships, as well as pretax gains/(losses) recorded on such derivatives and the related hedged items for the three and nine months ended September 30, 2010 and 2009, respectively. The Firm includes gains/(losses) on the hedging derivative and the related hedged item in the same line item in the Consolidated Statements of Income.
                     
  Gains/(losses) recorded in income Income statement impact due to:
Three months ended         Total income    
September 30, 2010         statement Hedge Excluded
(in millions) Derivatives Hedged items impact(d) ineffectiveness(e) components(f)
 
Contract type
                    
Interest rate(a)
 $667  $(536) $131  $17  $114 
Foreign exchange(b)
  (5,312)  5,091   (221)     (221)
Commodity(c)
  (782)  979   197      197 
 
Total
 $(5,427) $5,534  $107  $17  $90 
 
                     
  Gains/(losses) recorded in income     Income statement impact due to:
Three months ended         Total income        
September 30, 2009         statement     Hedge Excluded
(in millions) Derivatives Hedged items impact(d)     ineffectiveness(e) components(f)
 
Contract type
                        
Interest rate(a)
 $1,308  $(1,071) $237      $32  $205 
Foreign exchange(b)
  (134)  37   (97)         (97)
Commodity(c)
  (84)  61   (23)         (23)
 
Total
 $1,090  $(973) $117      $32  $85 
 
                     
  Gains/(losses) recorded in income Income statement impact due to:
Nine months ended         Total income    
September 30, 2010         statement Hedge Excluded
(in millions) Derivatives Hedged items impact(d) ineffectiveness(e) components(f)
 
Contract type
                    
Interest rate(a)
 $2,644  $(2,134) $510  $141  $369 
Foreign exchange(b)
  176   (431)  (255)     (255)
Commodity(c)
  (1,098)  1,043   (55)     (55)
 
Total
 $1,722  $(1,522) $200  $141  $59 
 
                         
  Gains/(losses) recorded in income     Income statement impact due to:
Nine months ended         Total income        
September 30, 2009         statement     Hedge Excluded
(in millions) Derivatives Hedged items impact(d)     ineffectiveness(e) components(f)
 
Contract type
                        
Interest rate(a)
 $(2,315 $2,875  $560      $(452) $1,012 
Foreign exchange(b)
  (1,728)  1,791   63          63 
Commodity(c)
  (279)  243   (36)         (36)
 
Total
 $(4,322) $4,909  $587      $(452) $1,039 
 
(a) Primarily consists of hedges of the benchmark (e.g., London Interbank Offered Rate (“LIBOR”)) interest rate risk of fixed-rate long-term debt and AFS securities. Gains and losses were recorded in net interest income.
 
(b) Primarily consists of hedges of the foreign currency risk of long-term debt and AFS securities for changes in spot foreign currency rates. Gains and losses related to the derivatives and the hedged items, due to changes in spot foreign currency rates, were recorded in principal transactions revenue.
 
(c) Consists of overall fair value hedges of physical gold and base metal inventory. Gains and losses were recorded in principal transactions revenue.
 
(d) Total income statement impact for fair value hedges consists of hedge ineffectiveness and any components excluded from the assessment of hedge effectiveness.
 
(e) Hedge ineffectiveness is the amount by which the gain or loss on the designated derivative instrument does not exactly offset the gain or loss on the hedged item attributable to the hedged risk.
 
(f) Certain components of hedging derivatives are permitted to be excluded from the assessment of hedge effectiveness, such as forward points on a futures or forwards contract. Amounts related to excluded components are recorded in current-period income.

135


Table of Contents

Cash flow hedge gains and losses
The following tables present derivative instruments, by contract type, used in cash flow hedge accounting relationships, and the pretax gains/(losses) recorded on such derivatives, for the three and nine months ended September 30, 2010 and 2009, respectively. The Firm includes the gain/(loss) on the hedging derivative in the same line item as the offsetting change in cash flows on the hedged item in the Consolidated Statements of Income.
                     
  Gains/(losses) recorded in income and other comprehensive income/(loss)
      Hedge        
  Derivatives — ineffectiveness        
  effective portion recorded directly     Derivatives — Total change
Three months ended reclassified from in Total income effective portion in OCI
September 30, 2010 (in millions) AOCI to income income(d) statement impact recorded in OCI for period
 
Contract type
                    
Interest rate(a)
 $89(c) $5  $94  $59  $(30)
Foreign exchange(b)
  (16)     (16)  (21)  (5)
 
Total
 $73  $5  $78  $38  $(35)
 
                     
  Gains/(losses) recorded in income and other comprehensive income/(loss)
      Hedge        
  Derivatives — ineffectiveness        
  effective portion recorded directly     Derivatives —  
Three months ended reclassified from in Total income effective portion Total change in OCI
September 30, 2009 (in millions) AOCI to income income(d) statement impact recorded in OCI for period
 
Contract type
                    
Interest rate(a)
 $(5) $(13) $(18) $382  $387 
Foreign exchange(b)
  60      60   24   (36)
 
Total
 $55  $(13) $42  $406  $351 
 
                     
  Gains/(losses) recorded in income and other comprehensive income/(loss)
      Hedge        
  Derivatives — ineffectiveness        
  effective portion recorded directly     Derivatives — Total change
Nine months ended reclassified from in Total income effective portion in OCI
September 30, 2010 (in millions) AOCI to income income(d) statement impact recorded in OCI for period
 
Contract type
                    
Interest rate(a)
 $171(c) $16  $187  $408  $237 
Foreign exchange(b)
  (91)  (3)  (94)  (86)  5 
 
Total
 $80  $13  $93  $322  $242 
 
                     
  Gains/(losses) recorded in income and other comprehensive income/(loss)
      Hedge        
  Derivatives — ineffectiveness        
  effective portion recorded directly     Derivatives —  
Nine months ended reclassified from in Total income effective portion Total change in OCI
September 30, 2009 (in millions) AOCI to income income(d) statement impact recorded in OCI for period
 
Contract type
                    
Interest rate(a)
 $(74) $(11) $(85) $83  $157 
Foreign exchange(b)
  269      269   631   362 
 
Total
 $195  $(11) $184  $714  $519 
 
(a) Primarily consists of benchmark interest rate hedges of LIBOR-indexed floating-rate assets and floating-rate liabilities. Gains and losses were recorded in net interest income.
 
(b) Primarily consists of hedges of the foreign currency risk of non-U.S. dollar-denominated revenue and expense. The income statement classification of gains and losses follows the hedged item - primarily net interest income, compensation expense and other expense.
 
(c) In the second quarter of 2010, the Firm reclassified a $25 million loss from accumulated other comprehensive income (“AOCI”) to earnings because the Firm determined that it is probable that forecasted interest payment cash flows related to certain wholesale deposits will not occur. The Firm did not experience forecasted transactions that failed to occur during the first and third quarters of 2010, and during the three and nine months ended September 30, 2009, respectively.
 
(d) Hedge ineffectiveness is the amount by which the cumulative gain or loss on the designated derivative instrument exceeds the present value of the cumulative expected change in cash flows on the hedged item attributable to the hedged risk.
Over the next 12 months, the Firm expects that $327 million (after-tax) of net losses recorded in AOCI at September 30, 2010, related to cash flow hedges will be recognized in income. The maximum length of time over which forecasted transactions are hedged is 10 years, and such transactions primarily relate to core lending and borrowing activities.

136


Table of Contents

Net investment hedge gains and losses
The following tables present hedging instruments, by contract type, that were used in net investment hedge accounting relationships, and the pretax gains/(losses) recorded on such instruments for the three and nine months ended September 30, 2010 and 2009, respectively.
                 
  Gains/(losses) recorded in income and other comprehensive income/(loss)
  2010 2009
  Excluded components     Excluded components  
Three months ended September 30, recorded directly Effective portion recorded directly Effective portion
(in millions) in income(a) recorded in OCI in income(a) recorded in OCI
 
Contract type
                
Foreign exchange derivatives
 $(24) $(739) $(40) $(223)
Foreign currency denominated debt
     (2) NA  NA 
 
Total
 $(24) $(741) $(40) $(223)
 
                 
  Gains/(losses) recorded in income and other comprehensive income/(loss)
  2010 2009
  Excluded components     Excluded components  
Nine months ended September 30, recorded directly Effective portion recorded directly Effective portion
(in millions) in income(a) recorded in OCI in income(a) recorded in OCI
 
Contract type
                
Foreign exchange derivatives
 $(97) $(25) $(70) $(250)
Foreign currency denominated debt
     41  NA  NA 
 
Total
 $(97) $16  $(70) $(250)
 
(a) Certain components of derivatives used as hedging instruments are permitted to be excluded from the assessment of hedge effectiveness, such as forward points on a futures or forwards contract. Amounts related to excluded components are recorded in current-period income. There was no ineffectiveness for net investment hedge accounting relationships during the three and nine months ended September 30, 2010 and 2009.
Risk management derivatives gains and losses (not designated as hedging instruments)
The following table presents nontrading derivatives, by contract type, that were not designated in hedge relationships, and the pretax gains/(losses) recorded on such derivatives for the three and nine months ended September 30, 2010 and 2009, respectively. These derivatives are risk management instruments used to mitigate or transform the risk of market exposures arising from banking activities other than trading activities, which are discussed separately below.
                 
  Derivatives gains/(losses) recorded in income
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Contract type
                
Interest rate(a)
 $2,612  $1,422  $6,424  $(1,778)
Credit(b)
  (148)  (886)  (207)  (2,914)
Foreign exchange(c)
  (30)  (8)  (71)  (159)
Equity(b)
     (7)     (7)
 
Commodity(b)
  (1)  (42)  (24)  (52)
 
Total
 $2,433  $479  $6,122  $(4,910)
 
(a) Gains and losses were recorded in principal transactions revenue, mortgage fees and related income, and net interest income.
 
(b) Gains and losses were recorded in principal transactions revenue.
 
(c) Gains and losses were recorded in principal transactions revenue and net interest income.

137


Table of Contents

Trading derivative gains and losses
The following table presents trading derivatives gains and losses, by contract type, that are recorded in principal transactions revenue in the Consolidated Statements of Income for the three and nine months ended September 30, 2010 and 2009, respectively. The Firm has elected to present derivative gains and losses related to its trading activities together with the cash instruments with which they are risk managed.
                 
  Gains/(losses) recorded in principal transactions revenue
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Type of instrument
                
Interest rate
 $(429) $1,320  $(359) $5,078 
Credit
  773   2,321   4,185   4,004 
Foreign exchange
  5,457   1,734   1,178  4,860 
Equity
  500   264   1,407   1,062 
Commodity
  16   326   462   1,086 
 
Total
 $6,317 $5,965  $6,873  $16,090 
 
Credit risk, liquidity risk and credit-related contingent features
Derivative payables expose the Firm to liquidity risk, as the derivative contracts typically require the Firm to post cash or securities collateral with counterparties as the mark-to-market (“MTM”) moves in the counterparties’ favor, or upon specified downgrades in the Firm’s or its subsidiaries’ respective credit ratings. At September 30, 2010, the impact of a single-notch and six-notch ratings downgrade to JPMorgan Chase & Co. and its subsidiaries, primarily JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank, N.A.”) would have required $1.9 billion and $5.0 billion, respectively, of additional collateral to be posted by the Firm. Certain derivative contracts also provide for termination of the contract, generally upon a downgrade of either the Firm or the counterparty, at the fair value of the derivative contracts. At September 30, 2010, the impact of single-notch and six-notch ratings downgrades to JPMorgan Chase & Co. and its subsidiaries, primarily JPMorgan Chase Bank, N.A., related to contracts with termination triggers would have required the Firm to settle trades with a fair value of $156 million and $4.0 billion, respectively. The aggregate fair value of net derivative payables that contain contingent collateral or termination features triggered upon a downgrade was $37.2 billion at September 30, 2010, for which the Firm has posted collateral of $35.7 billion in the normal course of business.
The following tables show the current credit risk of derivative receivables after netting adjustments and collateral received, and the current liquidity risk of derivative payables after netting adjustments and collateral posted, as of September 30, 2010, and December 31, 2009, respectively.
         
September 30, 2010 (in millions) Derivative receivables Derivative payables
 
Gross derivative fair value
 $1,990,685  $1,945,591 
Netting adjustment — offsetting receivables/payables
  (1,812,538)  (1,812,538)
Netting adjustment — cash collateral received/paid
  (80,854)  (58,151)
 
Carrying value on Consolidated Balance Sheets
 $97,293  $74,902 
 
         
December 31, 2009 (in millions) Derivative receivables Derivative payables
 
Gross derivative fair value
 $1,565,518  $1,519,183 
Netting adjustment — offsetting receivables/payables
  (1,419,840)  (1,419,840)
Netting adjustment — cash collateral received/paid
  (65,468)  (39,218)
 
Carrying value on Consolidated Balance Sheets
 $80,210  $60,125 
 
In addition to the collateral amounts reflected in the tables above, at September 30, 2010, and December 31, 2009, the Firm had received liquid securities and other cash collateral in the amount of $20.8 billion and $15.5 billion, respectively, and posted $15.7 billion and $11.7 billion, respectively. The Firm also receives and delivers collateral at the initiation of derivative transactions, which is available as security against potential exposure that could arise should the fair value of the transactions move in the Firm’s or client’s favor, respectively. Furthermore, the Firm and its counterparties hold collateral related to contracts that have a non-daily call frequency for collateral to be posted, and collateral that the Firm or a counterparty has agreed to return but has not yet settled as of the reporting date. At September 30, 2010, and December 31, 2009, the Firm had received $19.7 billion and $16.9 billion, respectively, and delivered $10.7 billion and $5.8 billion, respectively, of such additional collateral. These amounts were not netted against the derivative receivables and payables in the tables above, because, at an individual counterparty level, the collateral exceeded the fair value exposure at both September 30, 2010, and December 31, 2009.

138


Table of Contents

Credit derivatives
For a more detailed discussion of credit derivatives, including a description of the different types used by the Firm, see Note 5 on pages 167—175, of JPMorgan Chase’s 2009 Annual Report.
Effective July 1, 2010, the Firm adopted new accounting guidance prospectively related to credit derivatives embedded in beneficial interests in securitized financial assets, which resulted in the election of the fair value option for certain instruments in the AFS securities portfolio. The related cumulative effect adjustment increased retained earnings and decreased accumulated other comprehensive income by $15 million, respectively, as of July 1, 2010.
The following tables present a summary of the notional amounts of credit derivatives and credit-related notes the Firm sold and purchased as of September 30, 2010, and December 31, 2009. Upon a credit event, the Firm as a seller of protection would typically pay out only a percentage of the full notional amount of net protection sold, as the amount actually required to be paid on the contracts takes into account the recovery value of the reference obligation at the time of settlement. The Firm manages the credit risk on contracts to sell protection by purchasing protection with identical or similar underlying reference entities. Other purchased protection referenced in the following tables include credit derivatives bought on related, but not identical, reference positions (including indices, portfolio coverage and other reference points) as well as protection purchased through credit-related notes.
The Firm does not use notional amounts as the primary measure of risk management for credit derivatives, because the notional amount does not take into account the probability of the occurrence of a credit event, the recovery value of the reference obligation, or related cash instruments and economic hedges.
Total credit derivatives and credit-related notes
                 
  Maximum payout/Notional amount
September 30, 2010     Protection purchased with Net protection Other protection
(in millions) Protection sold identical underlyings(b) (sold)/purchased(c) purchased(d)
 
Credit derivatives
                
Credit default swaps
 $(2,727,701) $2,720,270  $(7,431) $39,897 
Other credit derivatives(a)
  (18,537)  17,632   (905)  37,496 
 
Total credit derivatives
  (2,746,238)  2,737,902   (8,336)  77,393 
Credit-related notes(e)
  (2,338)     (2,338)  2,772 
 
Total
 $(2,748,576) $2,737,902  $(10,674) $80,165 
 
                 
  Maximum payout/Notional amount
December 31, 2009     Protection purchased with Net protection Other protection
(in millions) Protection sold identical underlyings(b) (sold)/purchased(c) purchased(d)
 
Credit derivatives
                
Credit default swaps
 $(2,937,442) $2,978,044  $40,602  $28,064 
Other credit derivatives(a)
  (10,575)  9,290   (1,285)  30,473 
 
Total credit derivatives
  (2,948,017)  2,987,334   39,317   58,537 
Credit-related notes
  (4,031)     (4,031)  1,728 
 
Total
 $(2,952,048) $2,987,334  $35,286  $60,265 
 
(a) Primarily consists of total return swaps and credit default swap options.
 
(b) Represents the total notional amount of protection purchased where the underlying reference instrument is identical to the reference instrument on protection sold; the notional amount of protection purchased for each individual identical underlying reference instrument may be greater or lower than the notional amount of protection sold.
 
(c) Does not take into account the fair value of the reference obligation at the time of settlement, which would generally reduce the amount the seller of protection pays to the buyer of protection in determining settlement value.
 
(d) Represents protection purchased by the Firm through single-name and index credit default swap or credit-related notes.
 
(e) As a result of the adoption of new accounting guidance, effective July 1, 2010, includes beneficial interests in securitized financial assets that contain embedded credit derivatives.
The following tables summarize the notional and fair value amounts of credit derivatives and credit-related notes as of September 30, 2010, and December 31, 2009, where JPMorgan Chase is the seller of protection. The maturity profile is based on the remaining contractual maturity of the credit derivative contracts. The ratings profile is based on the rating of the reference entity on which the credit derivative contract is based. The ratings and maturity profile of protection purchased are comparable to the profile reflected below.

139


Table of Contents

Protection sold — credit derivatives and credit-related notes ratings(a)/maturity profile
                     
              Total  
September 30, 2010 (in millions) <1 year 1 - 5 years >5 years notional amount Fair value(b)
 
Risk rating of reference entity
                    
Investment-grade
 $(182,467) $(1,140,833) $(356,406) $(1,679,706) $(22,380)
Noninvestment-grade
  (146,053)  (696,620)  (226,197)  (1,068,870)  (67,897)
 
Total
 $(328,520) $(1,837,453) $(582,603) $(2,748,576) $(90,277)
 
                     
              Total  
December 31, 2009 (in millions) <1 year 1 - 5 years >5 years notional amount Fair value(b)
 
Risk rating of reference entity
                    
Investment-grade
 $(215,580) $(1,140,133) $(367,015) $(1,722,728) $(16,607)
Noninvestment-grade
  (150,122)  (806,139)  (273,059)  (1,229,320)  (90,410)
 
Total
 $(365,702) $(1,946,272) $(640,074) $(2,952,048) $(107,017)
 
(a) The ratings scale is based on the Firm’s internal ratings, which generally correspond to ratings as defined by S&P and Moody’s.
 
(b) Amounts are shown on a gross basis, before the benefit of legally enforceable master netting agreements and cash collateral held by the Firm.
NOTE 6 — OTHER NONINTEREST REVENUE
For a discussion of the components of and accounting policies for the Firm’s other noninterest revenue, see Note 6 on pages 175—176 of JPMorgan Chase’s 2009 Annual Report.
The following table presents the components of investment banking fees.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Underwriting:
                
Equity
 $333  $681  $1,100  $1,938 
Debt
  777   616   2,239   1,985 
 
Total underwriting
  1,110   1,297   3,339   3,923 
Advisory(a)
  366   382   1,019   1,248 
 
Total investment banking fees
 $1,476  $1,679  $4,358  $5,171 
 
(a) Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs. Upon the adoption of the guidance, the Firm consolidated its Firm-administered multi-seller conduits. The consolidation of the conduits did not significantly change the Firm’s net income as a whole; however, it did affect the classification of items on the Firm’s Consolidated Statements of Income. As a result, certain advisory fees were eliminated, which were offset by an increase in lending- and deposit-related fees.
The following table presents principal transactions revenue.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Trading revenue
 $1,544  $3,700  $7,940  $9,344 
Private equity gains/(losses)(a)
  797   160   1,039   (386)
 
Principal transactions
 $2,341  $3,860  $8,979  $8,958 
 
(a) Includes revenue on private equity investments held in the Private Equity business within Corporate/Private Equity, and those held in other business segments.
The following table presents components of asset management, administration and commissions.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Asset management:
                
Investment management fees
 $1,334  $1,283  $3,978  $3,538 
All other asset management fees
  123   93   348   252 
 
Total asset management fees
  1,457   1,376   4,326   3,790 
Total administration fees(a)
  497   477   1,519   1,430 
Commission and other fees:
                
Brokerage commissions
  630   726   2,086   2,175 
All other commissions and fees
  604   579   1,871   1,784 
 
Total commissions and fees
  1,234   1,305   3,957   3,959 
 
Total asset management, administration and commissions
 $3,188  $3,158  $9,802  $9,179 
 
(a) Includes fees for custody, securities lending, funds services and securities clearance.

140


Table of Contents

NOTE 7 — INTEREST INCOME AND INTEREST EXPENSE
Details of interest income and interest expense were as follows.
                   
  Three months ended September 30,    Nine months ended September 30,  
(in millions) 2010 2009   2010 2009
 
Interest income(a)
                  
Loans
 $9,955  $9,442    $30,481  $29,775 
Securities
  2,157   3,242     7,578   9,280 
Trading assets
  2,752   2,975     8,086   9,143 
Federal funds sold and securities purchased under resale agreements
  448   368     1,253   1,386 
Securities borrowed
  66   (30)    127   (40)
Deposits with banks
  82   130     269   819 
Other assets(b)
  146   133     376   372 
 
Total interest income(c)
  15,606   16,260     48,170   50,735 
 
Interest expense(a)
                  
Interest-bearing deposits
  846   1,086     2,573   3,937 
Short-term and other liabilities(d)
  482   941     1,766   2,908 
Long-term debt
  1,489   1,426     4,009   4,951 
Beneficial interests issued by consolidated VIEs
  287   70     923   165 
 
Total interest expense(c)
  3,104   3,523     9,271   11,961 
 
Net interest income
  12,502   12,737     38,899   38,774 
Provision for credit losses
  3,223   8,104     13,596   24,731 
 
Net interest income after provision for credit losses
 $9,279  $4,633    $25,303  $14,043 
 
(a) Interest income and expense include the current-period interest accruals for financial instruments measured at fair value, except for financial instruments containing embedded derivatives that would be separately accounted for in accordance with U.S. GAAP absent the fair value option election; for those instruments, all changes in fair value, including any interest elements, are reported in principal transactions revenue.
 
(b) Predominantly margin loans.
 
(c) Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs. Upon the adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts, its Firm-administered multi-seller conduits and certain other consumer loan securitization entities, primarily mortgage-related. The consolidation of these VIEs did not significantly change the Firm’s total net income. However, it did affect the classification of items on the Firm’s Consolidated Statements of Income; as a result of the adoption of the new guidance, certain noninterest revenue was eliminated, offset by the recognition of interest income, interest expense, and provision for credit losses.
 
(d) Includes brokerage customer payables.
NOTE 8 — PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFIT PLANS
For a discussion of JPMorgan Chase’s pension and other postretirement employee benefit (“OPEB”) plans, see Note 8 on pages 176—183 of JPMorgan Chase’s 2009 Annual Report.
The following table presents the components of net periodic benefit cost reported in the Consolidated Statements of Income for the Firm’s U.S. and non-U.S. defined benefit pension and OPEB plans.
                         
  Defined benefit pension plans  
  U.S. Non-U.S. OPEB plans
Three months ended September 30, (in millions) 2010 2009 2010 2009 2010 2009
 
Components of net periodic benefit cost
                        
Benefits earned during the period
 $57  $81  $8  $7  $  $1 
Interest cost on benefit obligations
  117   128   33   29   14   17 
Expected return on plan assets
  (186)  (146)  (33)  (27)  (25)  (25)
Amortization:
                        
Net loss
  56   76   15   11       
Prior service cost (credit)
  (10)  1   (1)     (3)  (3)
Settlement loss
        2          
 
Net periodic defined benefit cost for material plans
  34   140   24   20   (14)  (10)
Net periodic defined benefit cost for individually immaterial plans
  4   3   3   1  NA NA
 
Total net periodic defined benefit cost for all plans
  38   143   27   21   (14)  (10)
Total cost for defined contribution plans
  102   77   70   47  NA NA
 
Total pension and OPEB cost included in compensation expense
 $140  $220  $97  $68  $(14) $(10)
 

141


Table of Contents

                         
  Defined benefit pension plans  
  U.S. Non-U.S. OPEB plans
Nine months ended September 30, (in millions) 2010 2009 2010 2009 2010 2009
 
Components of net periodic benefit cost
                        
Benefits earned during the period
 $173  $238  $21  $21  $1  $3 
Interest cost on benefit obligations
  351   384   96   85   42   48 
Expected return on plan assets
  (557)  (438)  (95)  (79)  (73)  (73)
Amortization:
                        
Net loss
  168   229   42   32       
Prior service cost (credit)
  (32)  3   (1)     (10)  (10)
Settlement loss
        2          
 
Net periodic defined benefit cost for material plans
  103   416   65   59   (40)  (32)
Net periodic defined benefit cost for individually immaterial plans
  11   10   8   9  NA NA
 
Total net periodic defined benefit cost for all plans
  114   426   73   68   (40)  (32)
Total cost for defined contribution plans
  249   231   202   169  NA NA
 
Total pension and OPEB cost included in compensation expense
 $363  $657  $275  $237  $(40) $(32)
 
The fair value of plan assets for the U.S. defined benefit pension and OPEB plans and for the material non-U.S. defined benefit pension plans were $11.7 billion and $2.7 billion, respectively, as of September 30, 2010, and $11.5 billion and $2.4 billion, respectively, as of December 31, 2009. See Note 20 on pages 172—173 of this Form 10-Q for further information on unrecognized amounts (i.e., net loss and prior service costs/(credit)) reflected in AOCI for the nine months ended September 30, 2010 and 2009.
The amount, if any, of 2010 potential contributions for the U.S. qualified defined benefit pension plans is not determinable at this time. The 2010 potential contributions for the Firm’s U.S. non-qualified defined benefit pension plans are estimated to be $42 million and for the non-U.S. defined benefit pension and OPEB plans are estimated to be $171 million and $2 million, respectively.
NOTE 9 — EMPLOYEE STOCK-BASED INCENTIVES
For a discussion of the accounting policies and other information relating to employee stock-based incentives, see Note 9 on pages 184—186 of JPMorgan Chase’s 2009 Annual Report.
The Firm recognized the following noncash compensation expense related to its various employee stock-based incentive plans in its Consolidated Statements of Income.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Cost of prior grants of restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) that are amortized over their applicable vesting periods
 $589  $571  $1,922  $1,911 
Accrual of estimated costs of RSUs and SARs to be granted in future periods to full-career eligible employees
  165   192   605   524 
 
Total noncash compensation expense related to employee stock-based incentive plans
 $754  $763  $2,527  $2,435 
 
In the first quarter of 2010, the Firm granted 71 million RSUs, with a weighted average grant date fair value of $43.12 per RSU, in connection with its annual incentive grant.

142


Table of Contents

NOTE 10 — NONINTEREST EXPENSE
The following table presents the components of noninterest expense.
                   
    Three months ended September 30,    Nine months ended September 30,  
(in millions) 2010 2009   2010 2009
 
Compensation expense(a)
 $6,661  $7,311    $21,553  $21,816 
Noncompensation expense:
                  
Occupancy expense
  884   923     2,636   2,722 
Technology, communications and equipment expense
  1,184   1,140     3,486   3,442 
Professional and outside services
  1,718   1,517     4,978   4,550 
Marketing
  651   440     1,862   1,241 
Other expense(b)(c)(d)
  3,082   1,767     9,942   5,332 
Amortization of intangibles
  218   254     696   794 
 
Total noncompensation expense
  7,737   6,041     23,600   18,081 
Merger costs
     103(e)       451(e)
 
Total noninterest expense
 $14,398  $13,455    $45,153  $40,348 
 
(a) Year-to-date 2010 included a payroll tax expense related to the United Kingdom (“U.K.”) Bank Payroll Tax on certain compensation awarded from December 9, 2009, to April 5, 2010, to relevant banking employees.
 
(b) Includes litigation expense of $1.5 billion and $5.2 billion for the three and nine months ended September 30, 2010, compared with $246 million and a net benefit of $10 million for the three and nine months ended September 30, 2009, respectively.
 
(c) Includes foreclosed property expense of $251 million and $798 million for the three and nine months ended September 30, 2010, respectively, compared with $346 million and $965 million for the three and nine months ended September 30, 2009, respectively. For additional information regarding foreclosed property, see Note 13 on page 196 of JPMorgan Chase’s 2009 Annual Report.
 
(d) Year-to-date 2009 included a $675 million Federal Deposit Insurance Corporation (“FDIC”) special assessment.
 
(e) Includes $28 million and $231 million for compensation expense, $(6) million and $14 million for occupancy expense and $81 million and $206 million for technology and communications and other expense for the three and nine months ended September 30, 2009, respectively. With the exception of occupancy- and technology-related write-offs, all of the costs required the expenditure of cash.
NOTE 11 — SECURITIES
Securities are classified as AFS, held-to-maturity (“HTM”) or trading. For additional information regarding AFS and HTM securities, see Note 11 on pages 187—191 of JPMorgan Chase’s 2009 Annual Report. Trading securities are discussed in Note 3 on pages 114—128 of this Form 10-Q.
Securities gains and losses
The following table presents realized gains and losses and credit losses that were recognized in income from AFS securities.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Realized gains
 $162  $283  $2,044  $1,436 
Realized losses
  (60)  (81)  (232)  (505)
 
Net realized gains(a)
  102   202   1,812   931 
Credit losses included in securities gains(b)
     (18)  (100)  (202)
 
Net securities gains
 $102  $184  $1,712  $729 
 
(a) Proceeds from securities sold were within approximately 3% of amortized cost.
 
(b) Includes OTTI losses recognized in income on certain prime mortgage-backed securities and obligations of U.S. states and municipalities for the nine months ended September 30, 2010, and for the three and nine months ended September 30, 2009, respectively.

143


Table of Contents

The amortized costs and estimated fair values of AFS and HTM securities were as follows for the dates indicated.
                                 
  September 30, 2010 December 31, 2009
      Gross Gross         Gross Gross  
  Amortized unrealized unrealized Fair Amortized unrealized unrealized Fair
(in millions) cost gains losses value cost gains losses value
 
Available-for-sale debt securities
                                
Mortgage-backed securities:
                                
U.S. government agencies(a)
 $136,817  $4,993  $4  $141,806  $166,094  $2,412  $608  $167,898 
Residential:
                                
Prime and Alt-A
  2,760   98   328(d)  2,530   5,234   96   807(d)  4,523 
Subprime
              17         17 
Non-U.S.
  44,259   310   343   44,226   10,003   320   65   10,258 
Commercial
  4,725   578   24   5,279   4,521   132   63   4,590 
 
Total mortgage-backed securities
  188,561   5,979   699   193,841   185,869   2,960   1,543   187,286 
U.S. Treasury and government agencies(a)
  17,544   271      17,815   30,044   88   135   29,997 
Obligations of U.S. states and municipalities
  9,640   660   8   10,292   6,270   292   25   6,537 
Certificates of deposit
  2,873   1   2   2,872   2,649   1      2,650 
Non-U.S. government debt securities
  20,547   274   51   20,770   24,320   234   51   24,503 
Corporate debt securities(b)
  61,110   622   305   61,427   61,226   812   30   62,008 
Asset-backed securities:
                                
Credit card receivables
  7,671   395   6   8,060   25,266   502   26   25,742 
Collateralized loan obligations
  13,447   496   197   13,746   12,172   413   436   12,149 
Other
  8,813   135   14   8,934   6,719   129   54   6,794 
 
Total available-for-sale debt securities
  330,206   8,833   1,282(d)  337,757   354,535   5,431   2,300(d)  357,666 
Available-for-sale equity securities
  2,232   166   6   2,392   2,518   185   4   2,699 
 
Total available-for-sale securities
 $332,438  $8,999  $1,288(d) $340,149  $357,053  $5,616  $2,304(d) $360,365 
 
Total held-to-maturity securities(c)
 $19  $2  $  $21  $25  $2  $  $27 
 
(a) Includes total U.S. government-sponsored enterprise obligations with fair values of $115.6 billion and $153.0 billion at September 30, 2010, and December 31, 2009, respectively, which were predominantly mortgage-related.
 
(b) Consists primarily of bank debt including sovereign government guaranteed bank debt.
 
(c) Consists primarily of mortgage-backed securities issued by U.S. government-sponsored enterprises.
 
(d) Includes a total of $158 million and $368 million (before tax) of unrealized losses not related to credit reported in AOCI on prime mortgage-backed securities for which credit losses have been recognized in income at September 30, 2010, and December 31, 2009, respectively.

144


Table of Contents

Securities impairment
The following tables present the fair value and gross unrealized losses for AFS securities by aging category at September 30, 2010, and December 31, 2009.
                         
  Securities with gross unrealized losses
  Less than 12 months 12 months or more     Total
      Gross     Gross Total gross
  Fair unrealized Fair unrealized fair unrealized
September 30, 2010 (in millions) value losses value losses value losses
 
Available-for-sale debt securities
                        
Mortgage-backed securities:
                        
U.S. government agencies
 $790  $3  $97  $1  $887  $4 
Residential:
                        
Prime and Alt-A
        1,543   328   1,543   328 
Subprime
                  
Non-U.S.
  32,658   319   697   24   33,355   343 
Commercial
  119   23   12   1   131   24 
 
Total mortgage-backed securities
  33,567   345   2,349   354   35,916   699 
U.S. Treasury and government agencies
                  
Obligations of U.S. states and municipalities
  190   8         190   8 
Certificates of deposit
  1,178   2         1,178   2 
Non-U.S. government debt securities
  5,338   51         5,338   51 
Corporate debt securities
  21,670   303   328   2   21,998   305 
Asset-backed securities:
                        
Credit card receivables
        344   6   344   6 
Collateralized loan obligations
  171   10   7,372   187   7,543   197 
Other
  1,772   5   54   9   1,826   14 
 
Total available-for-sale debt securities
  63,886   724   10,447   558   74,333   1,282 
Available-for-sale equity securities
  12   1   2   5   14   6 
 
Total securities with gross unrealized losses
 $63,898  $725  $10,449  $563  $74,347  $1,288 
 
                         
  Securities with gross unrealized losses
  Less than 12 months 12 months or more     Total
      Gross     Gross Total gross
  Fair unrealized Fair unrealized fair unrealized
December 31, 2009 (in millions) value losses value losses value losses
 
Available-for-sale debt securities
                        
Mortgage-backed securities:
                        
U.S. government agencies
 $43,235  $603  $644  $5  $43,879  $608 
Residential:
                        
Prime and Alt-A
  183   27   3,032   780   3,215   807 
Subprime
                  
Non-U.S.
  391   1   1,773   64   2,164   65 
Commercial
  679   34   229   29   908   63 
 
Total mortgage-backed securities
  44,488   665   5,678   878   50,166   1,543 
U.S. Treasury and government agencies
  8,433   135         8,433   135 
Obligations of U.S. states and municipalities
  472   11   389   14   861   25 
Certificates of deposit
                  
Non-U.S. government debt securities
  2,471   46   835   5   3,306   51 
Corporate debt securities
  1,831   12   4,634   18   6,465   30 
Asset-backed securities:
                        
Credit card receivables
        745   26   745   26 
Collateralized loan obligations
  42   1   7,883   435   7,925   436 
Other
  767   8   1,767   46   2,534   54 
 
Total available-for-sale debt securities
  58,504   878   21,931   1,422   80,435   2,300 
Available-for-sale equity securities
  1   1   3   3   4   4 
 
Total securities with gross unrealized losses
 $58,505  $879  $21,934  $1,425  $80,439  $2,304 
 

145


Table of Contents

Other-than-temporary impairment (“OTTI”)
The following table presents credit losses that are included in the securities gains and losses table above.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Debt securities the Firm does not intend to sell that have credit losses
                
Total losses(a)
 $  $  $(94) $(880)
Losses recorded in/(reclassified from) other comprehensive income
     (18)  (6)  678 
 
Credit losses recognized in income on debt securities the Firm does not intend to sell(b)
     (18)  (100)  (202)
 
Credit losses recognized in income on debt securities the Firm intends to sell
     (c)     (c)
 
Total credit losses recognized in income
 $  $(18) $(100) $(202)
 
(a) For initial OTTI, represents the excess of the amortized cost over the fair value of AFS debt securities. For subsequent impairments of the same security, represents additional declines in fair value subsequent to previously recorded OTTI, if applicable.
 
(b) Represents the credit loss component of certain prime mortgage-backed securities and obligations of U.S. states and municipalities that the Firm does not intend to sell. Subsequent credit losses may be recorded on securities without a corresponding further decline in fair value if there has been a decline in expected cash flows.
 
(c) Excludes OTTI losses of $7 million that were recognized in income on certain subprime mortgage-backed securities during the six months ended June 30, 2009. These securities were sold during the third quarter of 2009, resulting in the recognition of a recovery of $1 million.
Changes in the credit loss component of credit-impaired debt securities
The following table presents a rollforward for the three and nine months ended September 30, 2010 and 2009, of the credit loss component of OTTI losses that have been recognized in income, related to debt securities that the Firm does not intend to sell.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Balance, beginning of period
 $640  $184  $578  $ 
Additions:
                
Newly credit-impaired securities
           202 
Increase in losses on previously credit-impaired securities
        94    
Losses reclassified from other comprehensive income on previously credit-impaired securities
     18   6    
Reductions:
                
Sales of credit-impaired securities
  (8)     (31)   
Impact of new consolidation guidance related to VIEs
        (15)   
 
Balance, end of period
 $632  $202  $632  $202 
 
Unrealized losses have generally decreased since December 31, 2009, due primarily to market spread improvement and increased liquidity, driving asset prices higher. Unrealized losses on certain securities have increased, including on corporate debt securities which included government-guaranteed positions that experienced credit spread widening. As of September 30, 2010, the Firm does not intend to sell the securities with a loss position in AOCI, and it is not likely that the Firm will be required to sell these securities before recovery of their amortized cost basis. Except for the securities reported in the table above for which credit losses have been recognized in income, the Firm believes that the securities with an unrealized loss in AOCI are not other-than-temporarily impaired as of September 30, 2010.
Following is a description of the Firm’s principal security investments with the most significant unrealized losses as of September 30, 2010, and the key assumptions used in its estimate of the present value of the cash flows most likely to be collected from these investments.
Mortgage-backed securities — Prime and Alt-A nonagency
As of September 30, 2010, gross unrealized losses related to prime and Alt-A residential mortgage-backed securities issued by private issuers were $328 million, all of which related to securities that have been in an unrealized loss position for 12 months or more. Overall losses have decreased since December 31, 2009, due to increased market stabilization, resulting from increased demand for higher-yielding asset classes and U.S. government programs. Approximately 19% of these positions (by amortized cost) are currently rated “AAA.” The remaining 81% have experienced downgrades since purchase, and approximately 80% of the downgraded positions are currently rated below investment-grade. Approximately 35% of the portfolio remains investment-grade. The remaining 65% is below investment-grade; the Firm recorded other-than-temporary impairment losses on 46% of the below investment-grade positions in prior periods. The Firm expects to recover the current amortized cost basis of its below investment-grade securities based on the current and projected performance of the underlying loans and credit enhancements. The credit enhancements associated with the below investment-grade and investment-grade portfolios are 10.1% and 28.2%, respectively. In analyzing prime and Alt-

146


Table of Contents

A residential mortgage-backed securities for potential credit losses, the Firm utilizes a methodology that focuses on loan- level detail to estimate future cash flows, which are then applied to the various tranches of issued securities based on their respective contractual provisions of the securitization trust. The loan-level analysis considers prepayment, home price, default rate and loss severity assumptions. Given this level of granularity, the underlying assumptions vary significantly taking into consideration such factors as loan-to-value (“LTV”) ratio, loan type and geographical location of the underlying property. The weighted average underlying default rate on the positions was 19% and the related weighted average loss severity was 49%. Based on this analysis, the Firm has not recognized any additional OTTI losses in earnings during the third quarter of 2010; however, an OTTI loss of $6 million was recognized in the first quarter of 2010 related to securities that experienced increased delinquency rates associated with specific collateral types and origination dates. The unrealized loss of $328 million is considered temporary, based on management’s assessment that the credit enhancement levels for those securities remain sufficient to support the Firm’s investment.
Asset-backed securities — Collateralized loan obligations
As of September 30, 2010, gross unrealized losses related to CLOs were $197 million, of which $187 million related to securities that were in an unrealized loss position for 12 months or more. Overall losses have decreased since December 31, 2009, mainly as a result of lower default forecasts and spread tightening across various asset classes. Substantially all of these securities are rated “AAA,” “AA” and “A” and have an average credit enhancement of 30%. Credit enhancement in CLOs is primarily in the form of overcollateralization, which is the excess of the par amount of collateral over the par amount of securities. The key assumptions considered in analyzing potential credit losses were underlying loan and debt security defaults and loss severity. Based on current default trends, the Firm assumed collateral default rates of 5% for the third quarter 2010 and thereafter. Further, loss severities were assumed to be 50% for loans and 80% for debt securities. Losses on collateral were estimated to occur approximately 24 months after default.

147


Table of Contents

Contractual maturities and yields
The following table presents the amortized cost and estimated fair value at September 30, 2010, of JPMorgan Chase’s AFS and HTM securities by contractual maturity.
                     
  September 30, 2010
          Due after five    
By remaining maturity Due in one Due after one year years through 10 Due after  
(in millions) year or less through five years years 10 years(c) Total
 
Available-for-sale debt securities
                    
Mortgage-backed securities(a)
                    
Amortized cost
 $95  $2,441  $4,178  $181,847  $188,561 
Fair value
  94   2,739   4,524   186,484   193,841 
Average yield(b)
  5.83%  5.18%  4.61%  3.94%  3.97%
U.S. Treasury and government agencies(a)
                    
Amortized cost
 $1,869  $6,418  $9,257  $  $17,544 
Fair value
  1,882   6,565   9,368      17,815 
Average yield(b)
  1.67%  2.71%  3.28%  %  2.90%
Obligations of U.S. states and municipalities
                    
Amortized cost
 $31  $139  $272  $9,198  $9,640 
Fair value
  31   149   298   9,814   10,292 
Average yield(b)
  2.72%  4.80%  5.43%  5.12%  5.12%
Certificates of deposit
                    
Amortized cost
 $2,873  $  $  $  $2,873 
Fair value
  2,872            2,872 
Average yield(b)
  4.69%  %  %  %  4.69%
Non-U.S. government debt securities
                    
Amortized cost
 $5,742  $13,620  $1,181  $4  $20,547 
Fair value
  5,750   13,815   1,201   4   20,770 
Average yield(b)
  1.17%  2.38%  3.49%  5.19%  2.11%
Corporate debt securities
                    
Amortized cost
 $9,307  $46,701  $5,101  $1  $61,110 
Fair value
  9,315   47,015   5,096   1   61,427 
Average yield(b)
  1.89%  2.21%  4.29%  1.03%  2.34%
Asset-backed securities
                    
Amortized cost
 $954  $10,778  $7,335  $10,864  $29,931 
Fair value
  967   11,067   7,634   11,072   30,740 
Average yield(b)
  1.64%  1.83%  1.62%  1.98%  1.83%
 
Total available-for-sale debt securities
                    
Amortized cost
 $20,871  $80,097  $27,324  $201,914  $330,206 
Fair value
  20,911   81,350   28,121   207,375   337,757 
Average yield(b)
  2.07%  2.32%  3.26%  3.89%  3.34%
 
Available-for-sale equity securities
                    
Amortized cost
 $  $  $  $2,232  $2,232 
Fair value
           2,392   2,392 
Average yield(b)
  %  %  %  0.28%  0.28%
 
Total available-for-sale securities
                    
Amortized cost
 $20,871  $80,097  $27,324  $204,146  $332,438 
Fair value
  20,911   81,350   28,121   209,767   340,149 
Average yield(b)
  2.07%  2.32%  3.26%  3.85%  3.32%
 
 
                    
Total held-to-maturity securities
                    
Amortized cost
 $  $5  $12  $2  $19 
Fair value
     6   13   2   21 
Average yield(b)
  %  6.98%  6.84%  6.49%  6.85%
 
(a) U.S. government agencies and U.S. government-sponsored enterprises were the only issuers whose securities exceeded 10% of JPMorgan Chase’s total stockholders’ equity at September 30, 2010.
 
(b) Average yield was based on amortized cost balances at the end of the period and did not give effect to changes in fair value reflected in accumulated other comprehensive income/(loss). Yields are derived by dividing interest/dividend income (including the effect of related derivatives on AFS securities and the amortization of premiums and accretion of discounts) by total amortized cost. Taxable-equivalent yields are used where applicable.
 
(c) Includes securities with no stated maturity. Substantially all of the Firm’s residential mortgage-backed securities and collateralized mortgage obligations are due in 10 years or more, based on contractual maturity. The estimated duration, which reflects anticipated future prepayments based on a consensus of dealers in the market, is approximately three years for agency residential mortgage-backed securities, three years for agency residential collateralized mortgage obligations and five years for nonagency residential collateralized mortgage obligations.

148


Table of Contents

NOTE 12 — SECURITIES FINANCING ACTIVITIES
For a discussion of accounting policies relating to securities financing activities, see Note 12 on page 192 of JPMorgan Chase’s 2009 Annual Report. For further information regarding securities borrowed and securities lending agreements for which the fair value option has been elected, see Note 4 on pages 129–131 of this Form 10-Q.
The following table details the Firm’s repurchase agreements, resale agreements, securities borrowed transactions and securities loaned transactions, all of which are accounted for as collateralized financings during the periods presented.
         
(in millions) September 30, 2010 December 31, 2009
 
Securities purchased under resale agreements(a)
 $235,178  $195,328 
Securities borrowed(b)
  127,365   119,630 
 
Securities sold under repurchase agreements(c)
 $294,287  $245,692 
Securities loaned
  10,852   7,835 
 
(a) Includes resale agreements of $23.8 billion and $20.5 billion accounted for at fair value at September 30, 2010, and December 31, 2009, respectively.
 
(b) Includes securities borrowed of $11.5 billion and $7.0 billion accounted for at fair value at September 30, 2010, and December 31, 2009, respectively.
 
(c) Includes repurchase agreements of $6.2 billion and $3.4 billion accounted for at fair value at September 30, 2010, and December 31, 2009, respectively.
The amounts reported in the table above have been reduced by $144.3 billion and $121.2 billion at September 30, 2010, and December 31, 2009, respectively, as a result of agreements in effect that meet the specified conditions for net presentation under applicable accounting guidance.
JPMorgan Chase pledges certain financial instruments it owns to collateralize repurchase agreements, and other securities financings. Pledged assets that can be sold or repledged by the secured party are identified as financial instruments owned (pledged to various parties) on the Consolidated Balance Sheets. In addition, at September 30, 2010, and December 31, 2009, the Firm had pledged $293.2 billion and $344.6 billion, respectively, of financial instruments it owns that may not be sold or repledged by the secured parties. The above amounts of assets pledged do not include assets of consolidated VIEs; these assets are used to settle the liabilities of those entities. See Note 15 on pages 155–167 of this Form 10-Q for additional information on assets and liabilities of consolidated VIEs.
At September 30, 2010, and December 31, 2009, the Firm accepted assets as collateral that it could repledge, deliver or otherwise use with a fair value of approximately $691.7 billion and $635.6 billion. This collateral was generally obtained under resale agreements, securities borrowing agreements, customer margin loans and derivative agreements. Of these securities, approximately $566.9 billion and $472.7 billion were repledged, delivered or otherwise used, generally as collateral under repurchase agreements, securities lending agreements, derivative agreements, to collateralize deposits, or to cover short sales. The reporting of collateral pledged was revised in the third quarter of 2010 to include certain securities used to cover short sales and to collateralize deposits and derivative agreements. Prior period amounts have been revised to conform to the current presentation. This revision has no impact on the Firm’s Consolidated Balance Sheets or its results of operations.
NOTE 13 — LOANS
The accounting for a loan may differ based on whether it is originated or purchased and whether the loan is used in an investing or trading strategy. The measurement framework for loans in the Consolidated Financial Statements is one of the following:
 At the principal amount outstanding, net of the allowance for loan losses, unearned income, unamortized discounts and premiums, and any net deferred loan fees or costs, for loans held-for-investment (other than purchased credit-impaired (“PCI”) loans);
 At the lower of cost or fair value, with valuation changes recorded in noninterest revenue, for loans that are classified as held-for-sale;
 At fair value, with changes in fair value recorded in noninterest revenue, for loans classified as trading assets or risk managed on a fair value basis; or
 PCI loans held-for-investment are initially measured at fair value, which includes estimated future credit losses. Accordingly, an allowance for loan losses related to these loans is not recorded at the acquisition date.

149


Table of Contents

For a detailed discussion of the accounting policies relating to loans, see Note 13 on pages 192–196 of JPMorgan Chase’s 2009 Annual Report. See Note 4 on pages 129–131 of this Form 10-Q for further information on the Firm’s elections of fair value accounting under the fair value option. See Note 3 on pages 114–128 of this Form 10-Q for further information on loans carried at fair value and classified as trading assets.
The composition of the Firm’s aggregate loan portfolio at each of the dates indicated was as follows.
         
(in millions) September 30, 2010 December 31, 2009
 
U.S. wholesale loans:
        
Commercial and industrial
 $46,970  $49,103 
Real estate
  52,970   54,968 
Financial institutions(a)
  12,847   13,372 
Government agencies
  6,189   5,634 
Other(a)
  36,307   23,383 
Loans held-for-sale and at fair value
  1,741   2,625 
 
Total U.S. wholesale loans
  157,024   149,085 
 
Non-U.S. wholesale loans:
        
Commercial and industrial
  17,500   19,138 
Real estate
  2,028   2,227 
Financial institutions(a)
  18,256   11,755 
Government agencies
  491   1,707 
Other(a)
  24,024   18,790 
Loans held-for-sale and at fair value
  1,274   1,473 
 
Total non-U.S. wholesale loans
  63,573   55,090 
 
Total wholesale loans:(b)
        
Commercial and industrial
  64,470   68,241 
Real estate(c)
  54,998   57,195 
Financial institutions(a)
  31,103   25,127 
Government agencies
  6,680   7,341 
Other(a)
  60,331   42,173 
Loans held-for-sale and at fair value(d)
  3,015   4,098 
 
Total wholesale loans
  220,597   204,175 
 
Consumer loans:(e)
        
Home equity — senior lien(f)
  25,167   27,376 
Home equity — junior lien(g)
  66,561   74,049 
Prime mortgage(a)
  65,790   66,892 
Subprime mortgage(a)
  12,009   12,526 
Option ARMs(a)
  8,415   8,536 
Auto loans(a)
  48,186   46,031 
Credit card(a)(h)(i)
  136,436   78,786 
Other
  32,151   31,700 
Loans held-for-sale(j)
  467   2,142 
 
Total consumer loans — excluding purchased credit-impaired loans
  395,182   348,038 
 
Consumer loans — purchased credit-impaired loans
  74,752   81,245 
 
Total consumer loans
  469,934   429,283 
 
Total loans(a)(k)
 $690,531  $633,458 
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. Upon adoption of the new guidance, the Firm consolidated $84.7 billion of loans associated with Firm-sponsored credit card securitization trusts; $15.1 billion of wholesale loans; and $4.8 billion of loans associated with certain other consumer securitization entities, primarily mortgage-related. For further information, see Note 15 on pages 155–167 of this Form 10-Q.
 
(b) Includes IB, Commercial Banking (“CB”), Treasury & Securities Services (“TSS”), Asset Management (“AM”) and Corporate/Private Equity.
 
(c) Represents credit extended for real estate–related purposes to borrowers who are primarily in the real estate development or investment businesses, and for which the repayment is predominantly from the sale, lease, management, operations or refinancing of the property.
 
(d) Includes loans for commercial and industrial, real estate, financial institutions and other of $1.4 billion, $274 million, $368 million and $927 million, respectively, at September 30, 2010, and $3.1 billion, $44 million, $278 million and $715 million, respectively, at December 31, 2009.
 
(e) Includes RFS, Card Services (“CS”) and the Corporate/Private Equity.
 
(f) Represents loans where JPMorgan Chase holds the first security interest placed upon the property.
 
(g) Represents loans where JPMorgan Chase holds a security interest that is subordinate in rank to other liens.
 
(h) Includes billed finance charges and fees net of an allowance for uncollectible amounts.
 
(i) Includes $1.0 billion of loans at December 31, 2009, held by the Washington Mutual Master Trust, which were consolidated onto the Firm’s balance sheet at fair value during the second quarter of 2009. Such loans had been fully repaid or charged off as of September 30, 2010. See Note 15 on pages 198–205 of JPMorgan Chase’s 2009 Annual Report.
 
(j) Includes loans for prime mortgages and other (largely student loans) of $428 million and $39 million, respectively, at September 30, 2010, and $450 million and $1.7 billion, respectively, at December 31, 2009.

150


Table of Contents

(k) Loans (other than PCI loans and those for which the fair value option has been elected) are presented net of unearned income, unamortized discounts and premiums, and net deferred loan costs of $2.1 billion and $1.4 billion at September 30, 2010, and December 31, 2009, respectively.
The following table reflects information about the Firm’s loan sales.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
         
Net gains/(losses) on sales of loans (including lower of cost or fair value adjustments)(a)
 $131  $347  $389  $360 
         
(a) Excludes sales related to loans accounted for at fair value.
Impaired loans
For further discussion of impaired loans, including the nature of such loans and the related accounting policies, and certain troubled debt restructurings (“TDRs”), see Note 13 on pages 192–196 of JPMorgan Chase’s 2009 Annual Report.
The tables below set forth information about the Firm’s impaired loans, excluding both PCI loans and modified credit card loans, which are discussed separately below.
         
(in millions) September 30, 2010 December 31, 2009
 
Impaired loans with an allowance:
        
Wholesale
 $5,022  $6,216 
Consumer(a)
  5,449   3,840 
 
Total impaired loans with an allowance
  10,471   10,056 
 
Impaired loans without an allowance:(b)
        
Wholesale
  667   760 
Consumer(a)
  762   138 
 
Total impaired loans without an allowance
  1,429   898 
 
Total impaired loans
 $11,900  $10,954 
 
Allowance for impaired loans:
        
Wholesale
 $1,246  $2,046 
Consumer
  1,153   996 
 
Total allowance for impaired loans(c)
 $2,399  $3,042 
 
                 
  Three months ended September 30, Nine months ended September 30,
(in millions)  2010 2009 2010 2009
 
Average balance of impaired loans:
                
Wholesale
 $4,768  $5,771  $5,083  $4,357 
Consumer
  6,010   3,796   5,340   3,193 
 
Total impaired loans
 $10,778  $9,567  $10,423  $7,550 
 
Interest income recognized on impaired loans:
                
Wholesale
 $6  $  $12  $ 
Consumer
  51   27   139   94 
 
Total interest income recognized on impaired loans during the period
 $57  $27  $151  $94 
 
(a) Consumer impaired loans without an allowance includes collateral-dependent loans that are charged off to the fair value of the underlying collateral. These loans are considered collateral-dependent under regulatory guidance because they involve modifications where an interest-only period is provided. The interest-only period provided through the modification is viewed as an indication that the borrower does not have the capacity to repay the principal balance of the loan, and that repayment of the principal balance will only occur to the extent that the collateral is sufficient to pay down the principal. Prior-period amounts have been reclassified from impaired loans with an allowance.
 
(b) When the discounted cash flows, collateral value or market price equals or exceeds the recorded investment in the loan, then the loan does not require an allowance.
 
(c) The allowance for impaired loans is included in JPMorgan Chase’s asset-specific allowance for loan losses.
Loan modifications
Certain loan modifications are made in conjunction with the Firm’s loss mitigation activities. Through the modification, JPMorgan Chase grants one or more concessions to a borrower who is experiencing financial difficulty in order to minimize the Firm’s economic loss, avoid foreclosure or repossession of the collateral and to ultimately maximize payments received by the Firm from the borrower. The concessions granted vary by program and by borrower-specific characteristics, and may include interest rate reductions, payment deferrals, or the acceptance of equity or other assets in lieu of payments. In certain limited circumstances, loan modifications include principal forgiveness. All such modifications are accounted for and reported as TDRs.

151


Table of Contents

A loan that has been modified in a TDR is generally considered to be impaired until it matures, is repaid, or otherwise liquidated, regardless of whether the borrower performs under the modified terms. In certain limited cases, the concession granted relates solely to principal adjustments or other noninterest-rate concessions, and the effective interest rate applicable to the modified loan is at or above the current market rate at that time. In such circumstances, the loan is disclosed as impaired and as a TDR only during the year of the modification; in subsequent years, the loan is not disclosed as impaired or as a TDR if repayment of the restructured loan on its modified terms is reasonably assured.
It is the Firm’s general policy to place loans, other than credit card loans, on nonaccrual status when the loan is modified in a TDR. In most cases, residential real estate and commercial loans modified in a TDR were considered nonperforming prior to their modification. These loans may be returned to performing status (resuming the accrual of interest) if the criteria set forth in the Firm’s accounting policy are met. These criteria generally include (a) performance under the modified terms for a minimum of six months and/or six payments, and (b) an expectation that repayment of the modified loan is reasonably assured based on, for example, the borrower’s debt capacity and level of future earnings, collateral values, LTV ratios, and other current market considerations. The Firm’s policy exempts credit card loans, including modified credit card loans, from being placed on nonaccrual status as permitted by regulatory guidance. However, the Firm has separately established an allowance for loan losses for the portion of earned interest and fees on such modified credit card loans that it estimates to be uncollectible.
The allowance for loan losses for loans modified in TDRs considers the expected redefault rates for modified loans and is generally determined based on the same methodology used to estimate the Firm’s asset-specific allowance component regardless of whether the loan has returned to performing status. For further discussion of the methodology used to estimate the Firm’s asset-specific allowance, see Note 14 on pages 196–198 of JPMorgan Chase’s 2009 Annual Report.
Wholesale
As of September 30, 2010, and December 31, 2009, wholesale loans modified in TDRs were $1.2 billion and $1.1 billion, respectively. These modifications generally provided interest rate concessions to the borrower or deferral of principal repayments. Of these loans, $618 million and $491 million were classified as nonperforming at September 30, 2010, and December 31, 2009, respectively.
Consumer
For detailed discussions on the U.S. Treasury Making Home Affordable (“MHA”) programs and the Firm’s other loss-mitigation programs, see Note 13, Impaired loans, on pages 194–195 of JPMorgan Chase’s 2009 Annual Report. Substantially all of the modifications made under these programs are accounted for and reported as TDRs.
Consumer loans, other than credit card loans and certain home loans repurchased from the Government National Mortgage Association (“Ginnie Mae”), with balances of approximately $5.6 billion and $3.1 billion have been permanently modified and accounted for as TDRs as of September 30, 2010, and December 31, 2009, respectively. Of these loans, $1.9 billion and $966 million were classified as nonperforming at September 30, 2010, and December 31, 2009, respectively.
At September 30, 2010, and December 31, 2009, $2.3 billion and $296 million, respectively, of loans modified subsequent to repurchase from Ginnie Mae were excluded from loans accounted for as TDRs. When such loans perform subsequent to modification they are generally sold back into Ginnie Mae loan pools. Modified loans that do not re-perform become subject to foreclosure. Substantially all amounts due under the terms of these loans continue to be insured and, where applicable, reimbursement of insured amounts is proceeding normally.
Credit Card
For a detailed discussion of the modification of the terms of credit card loan agreements, see Note 13 on pages 192–196 of JPMorgan Chase’s 2009 Annual Report. Substantially all modifications of credit card loans performed under the Firm’s existing modification programs are considered to be TDRs. At September 30, 2010, and December 31, 2009, the Firm had $8.8 billion and $5.1 billion, respectively, of on-balance sheet credit card loans outstanding for borrowers who are experiencing financial difficulty and who were then enrolled in a credit card modification program. The increase in modified credit card loans outstanding from December 31, 2009 to September 30, 2010, is primarily attributable to previously-modified loans held in Firm-sponsored credit card securitization trusts being consolidated as a result of adopting the new consolidation guidance related to VIEs. These modified loan amounts exclude loans to borrowers who have not complied with the modified payment terms, thereby causing the loan agreement to revert back to its original payment terms. Assuming that those borrowers do not begin to perform in accordance with the original payment terms, those loans will continue to age and will ultimately be charged-off in accordance with the Firm’s accounting policies.
Consistent with the Firm’s policy, all credit card loans typically remain on accrual status.

152


Table of Contents

The consumer formula-based allowance for loan losses includes $3.2 billion and $2.2 billion at September 30, 2010, and December 31, 2009, specifically attributable to credit card loans in loan modification programs. This component of the allowance for loan losses has been determined based on the present value of cash flows expected to be received over the estimated lives of the underlying loans.
Purchased credit-impaired loans
In connection with the Washington Mutual transaction, JPMorgan Chase acquired certain loans that it deemed to be credit-impaired. For a detailed discussion of PCI loans, including the related accounting policies, see Note 13 on pages 192–196 of JPMorgan Chase’s 2009 Annual Report.
The table below sets forth the accretable yield activity for PCI consumer loans for the three and nine months ended September 30, 2010 and 2009.
                       
Accretable yield activity Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Beginning balance
 $19,621  $26,963  $25,544  $32,619 
Accretion into interest income
  (772)  (1,037)  (2,445)  (3,402)
Changes in interest rates on variable-rate loans
  (57)  (1,467)  (784)  (4,758)
Other changes in expected cash flows(a)
  2,864      (659)   
 
Ending balance
 $21,656  $24,459  $21,656  $24,459 
Accretable yield percentage
  4.20%  4.88%  4.33%  5.27%
 
(a) Other changes in expected cash flows may vary from period to period as the Firm continues to refine its cash flow model and periodically updates model assumptions. For the three months ended September 30, 2010, other changes in expected cash flows are principally driven by changes in prepayment assumptions and modeling refinements related to modified loans. For the nine months ended September 30, 2010, other changes in expected cash flows are principally driven by changes in prepayment assumptions, as well as reclassifications to the nonaccretable difference. Such changes are expected to have an insignificant impact on the accretable yield percentage.
The factors that most significantly affect estimates of gross cash flows expected to be collected, and accordingly the accretable yield balance, include: (i) changes in the benchmark interest rate indices upon which customer rates are based for products such as option ARM and home equity loans; and (ii) changes in prepayment assumptions.
To date, the decrease in the accretable yield percentage has been primarily related to a decrease in interest rates on variable rate loans and, to a lesser extent, extended loan liquidation periods. Certain events, such as extended loan liquidation periods, affect the timing of expected cash flows but not the amount of cash expected to be received (i.e., the accretable yield balance). Extended loan liquidation periods reduce the accretable yield percentage because the same accretable yield balance is recognized against a higher than expected loan balance over a longer than expected period of time.
The PCI portfolio primarily impacts the Firm’s results of operations through: (i) contribution to net interest margin; and (ii) expense related to defaults and servicing resulting from the liquidation of the loans; and (iii) any provision for loan losses. The PCI loans acquired in the Washington Mutual transaction were funded based on the interest rate characteristics of the loans. For example, variable-rate loans were funded with variable-rate liabilities and fixed-rate loans were funded with fixed-rate liabilities with a similar maturity profile. As a result, the net spread between the PCI loans and the related liabilities should be relatively constant over time, except for any basis risk or other residual interest rate risk that remains and changes in the accretable yield percentage (e.g., from extended loan liquidation periods). The net spread will be earned on a declining loan balance over the estimated remaining weighted-average life of the portfolio, which is 7.2 years as of September 30, 2010.
The Firm continues to modify certain PCI loans. The impact of these modifications is incorporated into the Firm’s quarterly assessment of whether a probable and significant change in expected cash flows has occurred. The impact of modifications on expected cash flows is estimated using the Firm’s experience with previously modified loans and other relevant data. Additionally, the Firm monitors the performance of modifications and updates and/or refines assumptions as experience and changes in circumstances or data warrant.

153


Table of Contents

As of September 30, 2010, and December 31, 2009, an allowance for loan losses of $2.8 billion and $1.6 billion, respectively, was recorded for the prime mortgage and option ARM pools. This allowance for loan losses is reported as a reduction of the carrying amount of the loans in the table below. The net aggregate carrying amount of the pools that have an allowance for loan losses was $41.5 billion and $47.2 billion, respectively, at September 30, 2010, and December 31, 2009.
The table below provides additional information about PCI consumer loans.
         
(in millions) September 30, 2010 December 31, 2009
 
Outstanding balance(a)
 $91,516  $103,369 
Carrying amount
  71,941   79,664 
 
(a) Represents the sum of contractual principal, interest and fees earned at the reporting date.
NOTE 14 — ALLOWANCE FOR CREDIT LOSSES
For further discussion of the allowance for credit losses and the related accounting policies, see Note 14 on pages 196–198 of JPMorgan Chase’s 2009 Annual Report.
The table below summarizes the changes in the allowance for loan losses.
         
  Nine months ended September 30,
(in millions) 2010 2009
 
Allowance for loan losses at January 1
 $31,602  $23,164 
Cumulative effect of change in accounting principles(a)
  7,494    
Gross charge-offs(a)
  20,111   17,558 
Gross (recoveries)(a)
  (1,542)  (770)
 
Net charge-offs(a)
  18,569   16,788 
Provision for loan losses(a)
  13,615   24,569 
Other(b)
  19   (312)
 
Allowance for loan losses at September 30
 $34,161  $30,633 
 
Components:
        
Asset-specific(c)(d)
 $2,399  $3,419 
Formula-based(a)(e)
  28,951   26,124 
Purchased credit-impaired
  2,811   1,090 
 
Total allowance for loan losses
 $34,161  $30,633 
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. Upon adoption of the new guidance, the Firm consolidated its Firm-sponsored credit card securitization trusts, its Firm-administered multi-seller conduits and certain other consumer loan securitization entities, primarily mortgage-related. As a result, $7.4 billion, $14 million and $127 million of allowance for loan losses were recorded on-balance sheet associated with the Firm-sponsored credit card securitization trusts, Firm-administered multi-seller conduits, and certain other consumer loan securitization entities, primarily mortgage-related, respectively. For further discussion, see Note 15 on pages 155–167 of this Form 10-Q.
 
(b) The 2009 amount predominantly represents a reclassification related to the issuance and retention of securities from the Chase Issuance Trust. See Note 15 on pages 198–205 of JPMorgan Chase’s 2009 Annual Report.
 
(c) Relates to risk-rated loans that have been placed on nonaccrual status and loans that have been modified in a TDR.
 
(d) The asset-specific consumer allowance for loan losses includes TDRs reserves of $980 million and $756 million at September 30, 2010 and 2009, respectively. Prior period amounts have been reclassified from formula-based to conform with the current period presentation.
 
(e) Includes all of the Firm’s allowance for loan losses on credit card loans, including those for which the Firm has modified the terms of the loans for borrowers who are experiencing financial difficulty.
The table below summarizes the changes in the allowance for lending-related commitments.
         
  Nine months ended September 30,
(in millions) 2010 2009
 
Allowance for lending-related commitments at January 1
 $939  $659 
Cumulative effect of change in accounting principles(a)
  (18)   
Provision for lending-related commitments(a)
  (19)  162 
Other
  (29)   
 
Allowance for lending-related commitments at September 30
 $873  $821 
 
Components:
        
Asset-specific
 $267  $213 
Formula-based
  606   608 
 
Total allowance for lending-related commitments
 $873  $821 
 
(a) Effective January 1, 2010, the Firm adopted new accounting guidance related to VIEs. Upon adoption of the new guidance, the Firm consolidated its Firm-administered multi-seller conduits. As a result, related assets are now primarily recorded in loans and other assets on the Consolidated Balance Sheets.

154


Table of Contents

Charge-offs for Collateral-dependent loans
Included in gross charge-offs in the table above are $529 million and $822 million of charge-offs related to impaired collateral-dependent loans for the nine months ended September 30, 2010 and 2009, respectively. The remaining balance of impaired collateral-dependent loans, measured at the fair value of collateral less costs to sell, was $2.4 billion and $2.3 billion as of September 30, 2010 and 2009, respectively.
A loan is collateral-dependent when repayment of the loan is expected to be provided solely by the underlying collateral, rather than by cash flows from the borrower’s operations, income or other resources. A collateral-dependent loan is deemed to be impaired when the borrower is unable to repay the loan and the collateral is insufficient to cover principal and interest. Certain impaired collateral-dependent loans (including those to wholesale customers and those modified in TDRs) are charged-off to the fair value of the collateral less costs to sell.
The determination of the fair value of the collateral depends on the type of collateral (e.g., securities, real estate, and nonfinancial assets). In cases where the collateral is in the form of liquid securities, the fair value is based on quoted market prices or broker quotes. For illiquid securities or other financial assets, the fair value of the collateral is estimated using a discounted cash flow model.
For residential real estate loans, collateral value is determined using both internal and external valuation sources. Broker opinions of fair value are used to estimate the fair value of the collateral for all properties being evaluated for charge-off. These estimated fair values are reviewed and compared with prior valuations for reasonableness in light of current, geographic-specific economic conditions and adjusted, as appropriate, for estimated selling costs. When foreclosure is determined to be probable, a third-party appraisal is obtained as soon as practicable.
For commercial real-estate loans, the collateral value is generally based on appraisals from internal and external valuation services. Appraisals are typically obtained and updated every six to twelve months. The Firm also considers both borrower- and market-specific factors, which may result in obtaining appraisal updates or broker price opinions at more frequent intervals.
See Note 3 on pages 114–128 of this Form 10-Q for further information on the fair value hierarchy for impaired collateral-dependent loans.
NOTE 15 — VARIABLE INTEREST ENTITIES
For a further description of JPMorgan Chase’s accounting policies regarding consolidation of VIEs, see Note 1 on pages 112–113 of this Form 10-Q. For a more detailed discussion of the Firm’s principal involvement with VIEs, see Note 16 on page 206 of JPMorgan Chase’s 2009 Annual Report.
The following summarizes the most significant types of Firm-sponsored VIEs by business segment.
         
 
      Form 10-Q
Line of Business Transaction Type Activity page reference
       
Card Services
 Credit card securitization trusts Securitization of both originated and purchased credit card receivables  156-157 
 
        
RFS
 Mortgage and other securitization trusts Securitization of originated and purchased residential mortgages, automobile and student loans  157-159 
 
        
IB
 Mortgage and other securitization trusts Securitization of both originated and purchased residential and commercial mortgages, automobile and student loans  158-159 
 
        
 
 Multi-seller conduits

Investor intermediation activities:
 Assisting clients in accessing the financial markets in a cost-efficient manner and structures transactions to meet investor needs  160 
 
 
      Municipal bond vehicles    160-161 
 
      Credit-linked note vehicles    161 
 
      Asset swap vehicles    162 
 
The Firm also invests in and provides financing and other services to VIEs sponsored by third parties, as described on page 162 of this Note.

155


Table of Contents

New Consolidation Accounting Guidance for VIEs
On January 1, 2010, the Firm implemented new consolidation accounting guidance related to VIEs. The following table summarizes the incremental impact at adoption.
                 
          Stockholders’  
(in millions) GAAP assets GAAP liabilities equity Tier 1 capital
 
As of December 31, 2009
 $2,031,989  $1,866,624  $165,365   11.10%
Impact of new accounting guidance for consolidation of VIEs
                
Credit card(a)
  60,901   65,353   (4,452)  (0.30)%
Multi-seller conduits(b)
  17,724   17,744   (20)   
Mortgage & other(c)(d)
  9,059   9,107   (48)  (0.04)%
 
Total impact of new guidance
  87,684   92,204   (4,520)  (0.34)%(e)
 
Beginning balance as of January 1, 2010
 $2,119,673  $1,958,828  $160,845   10.76%
 
(a) The assets and liabilities of the Firm-sponsored credit card securitization trusts that were consolidated were initially measured at their carrying values, primarily amortized cost, as this method is consistent with the approach that CS utilizes to manage its other assets. These assets are primarily recorded in loans on the Firm’s Consolidated Balance Sheet. In addition, CS established an allowance for loan losses of $7.4 billion (pretax), which was reported as a transition adjustment in stockholders’ equity. The impact to stockholders’ equity also includes a decrease to AOCI of $116 million, as a result of the reversal of the fair value adjustments taken on retained AFS securities that were eliminated in consolidation.
 
(b) The assets and liabilities of the Firm-administered multi-seller conduits that were consolidated were initially measured at their carrying values, primarily amortized cost, as this method is consistent with the business’s intent to hold the assets for the longer-term. The assets are primarily recorded in loans and in other assets on the Firm’s Consolidated Balance Sheets.
 
(c) RFS consolidated certain mortgage and other consumer securitizations, which resulted in a net increase in both assets and liabilities of $4.7 billion ($3.5 billion related to residential mortgage securitizations and $1.2 billion related to other consumer securitizations). These assets were initially measured at their unpaid principal balance and primarily recorded in loans on the Firm’s Consolidated Balance Sheets. This method was elected as a practical expedient.
 
(d) IB consolidated certain mortgage and other consumer securitizations, which resulted in a net increase in both assets and liabilities of $4.3 billion ($3.7 billion related to residential mortgage securitizations and $0.6 billion related to other consumer securitizations). These assets were initially measured at their fair value, as this method is consistent with the approach that IB utilizes to manage similar assets. These assets were primarily recorded in trading assets on the Firm’s Consolidated Balance Sheets.
 
(e) The U.S. GAAP consolidation of these VIEs did not have a significant impact on risk-weighted assets on the adoption date; this was due to the consolidation, for regulatory capital purposes, of the Chase Issuance Trust (the Firm’s primary credit card securitization trust) in the second quarter of 2009, which added approximately $40.0 billion of risk-weighted assets for regulatory capital purposes. For further discussion of the Firm’s actions taken in the second quarter of 2009, see Note 15 on pages 198–205 of JPMorgan Chase’s 2009 Annual Report. In addition, the banking regulatory agencies issued regulatory capital rules relating to the adoption of the new consolidation guidance related to VIEs that permitted an optional two-quarter deferral of the effect of this accounting guidance on risk-weighted assets and risk-based capital requirements for certain VIEs. The Firm elected this regulatory implementation delay for its Firm-administered multi-seller conduits and certain mortgage-related and other securitization entities. This two-quarter deferral period ended July 1, 2010, and the Firm consolidated, for regulatory capital purposes, the deferred amounts, which had a negligible impact on risk-weighted assets and risk-based capital ratios.
Firm-sponsored variable interest entities
Credit card securitizations
Effective January 1, 2010, the Firm was deemed to be the primary beneficiary of the Firm-sponsored credit card securitization trusts and consolidated the assets and liabilities of these trusts, including its primary card securitization trust, Chase Issuance Trust. The primary beneficiary determination was based on the Firm’s ability to direct the activities of these VIEs through its servicing responsibilities and duties, including making decisions as to the receivables that get transferred into those trusts as well as any related modifications and workouts. Additionally, the nature and extent of the Firm’s other involvement with the trusts including the retention of an undivided seller’s interest in the receivables, retaining certain securities issued by the trusts and the maintenance of escrow accounts, obligates the Firm to absorb losses and gives the Firm the right to receive certain benefits from these VIEs that could potentially be significant. For a more detailed description of JPMorgan Chase’s principal involvement with credit card securitizations, as well as the accounting treatment applicable under prior accounting rules, see Note 15 on pages 198–205 of JPMorgan Chase’s 2009 Annual Report.
Upon consolidation at January 1, 2010, the Firm recorded a net increase in GAAP assets of $60.9 billion on the Consolidated Balance Sheet, which comprised: $84.7 billion of loans; $7.4 billion of allowance for loan losses; $4.4 billion of other assets, partially offset by $20.8 billion of previously recognized assets, consisting primarily of retained AFS securities that were eliminated upon consolidation. In addition, the Firm recognized $65.4 billion of liabilities representing the trusts’ beneficial interests issued to third parties.

156


Table of Contents

The following table summarizes the assets and liabilities of the Firm-sponsored credit card securitization trusts at September 30, 2010.
                 
          Total assets held by Beneficial
          Firm–sponsored interests issued to
(in billions) Loans Other assets credit card securitization trusts third parties
 
September 30, 2010
 $72.5  $1.6  $74.1  $47.5 
 
The underlying securitized credit card receivables and other assets are available only for payment of the beneficial interests issued by the securitization trusts; they are not available to pay the Firm’s other obligations or the claims of the Firm’s other creditors.
The agreements with the credit card securitization trusts require the Firm to maintain a minimum undivided interest in the credit card trusts (which generally ranges from 4% to 12%). These undivided interests represent the Firm’s undivided interests in the receivables transferred to the credit card trusts that have not been securitized. As of September 30, 2010, the Firm held undivided interests in Firm-sponsored credit card securitization trusts of $18.6 billion. The Firm maintained an average undivided interest in principal receivables owned by those trusts of approximately 21% and 18% for the three and nine months ended September 30, 2010. The Firm also retained $1.3 billion of senior securities and $3.5 billion of subordinated securities in certain of its credit card securitization trusts as of September 30, 2010. As of January 1, 2010, the Firm’s undivided interests in the credit card trusts and securities retained were eliminated in consolidation. The credit card receivables of the trusts underlying the Firm’s undivided interests and securities retained are classified within loans.
Firm-sponsored mortgage and other securitization trusts
Effective January 1, 2010, the Firm was deemed to be the primary beneficiary of certain mortgage securitization trusts and the Firm-sponsored automobile and student loan trusts because the Firm has the power to direct the activities of these VIEs through its servicing responsibilities and duties, including making decisions related to loan modifications and workouts. Additionally, the nature and extent of the Firm’s continuing economic involvement with the trusts obligates the Firm to absorb losses and gives the Firm the right to receive benefits from the VIEs which could potentially be significant. For a more detailed description of JPMorgan Chase’s principal involvement with mortgage and other securitization trusts, as well as the accounting treatment applicable under prior accounting rules, see Note 15 on pages 198–205 of JPMorgan Chase’s 2009 Annual Report.
The following table presents the total unpaid principal amount of assets held in JPMorgan Chase–sponsored securitization entities at September 30, 2010, and December 31, 2009, including those that are consolidated by the Firm and those that are not consolidated by the Firm but for which the Firm has continuing involvement. Continuing involvement includes servicing the loans; holding senior interests or subordinated interests; recourse or guarantee arrangements; and derivative transactions. In certain instances, the Firm’s only continuing involvement is servicing the loans. In the table below, the amount of beneficial interests held by JPMorgan Chase will not equal the assets held in nonconsolidated VIEs, because the beneficial interests held by third parties are reflected at their current outstanding par amounts, and a portion of the Firm’s retained interests (trading assets and AFS securities) are reflected at their fair values. See Securitization activity on pages 164–165 of this Note for further information regarding the Firm’s cash flows with and interests retained in nonconsolidated VIEs.

157


Table of Contents

Firm-sponsored mortgage and other consumer securitization trusts
                             
              JPMorgan Chase interest in securitized assets
  Principal amount outstanding in nonconsolidated VIEs(d)(e)(f)(g)(h)
          Assets held in              
          nonconsolidated              
  Total assets Assets held in securitization VIEs             Total interests
September 30, 2010(a) held by consolidated with continuing Trading AFS Other held by
(in billions) securitization VIEs securitization VIEs involvement assets securities assets JPMorgan Chase
 
Securitization-related:
                            
Residential mortgage:
                            
Prime(b)
 $163.1  $2.2  $154.3  $0.6  $  $  $0.6 
Subprime
  45.3   1.7   41.3             
Option ARMs
  37.4   0.3   37.1      0.1      0.1 
Commercial and other(c)
  159.3   0.7   99.4   2.0   0.8      2.8 
Student
  4.6   4.6                
Auto
  0.1   0.1                
 
Total
 $409.8  $9.6  $332.1  $2.6  $0.9  $  $3.5 
 
                             
              JPMorgan Chase interest in securitized assets
  Principal amount outstanding in nonconsolidated VIEs(d)(e)(f)(g)(h)
          Assets held in              
          nonconsolidated              
  Total assets Assets held in securitization VIEs             Total interests
December 31, 2009(a) held by consolidated with continuing Trading AFS Other held by
(in billions) securitization VIEs securitization VIEs involvement assets securities assets JPMorgan Chase
 
Securitization-related:
                            
Residential mortgage:
                            
Prime(b)
 $183.3  $  $171.5  $0.9  $0.2  $  $1.1 
Subprime
  50.0      47.3             
Option ARMs
  42.0      42.0      0.1      0.1 
Commercial and other(c)
  155.3      24.8   1.6   0.8      2.4 
Student
  4.8   3.8   1.0         0.1   0.1 
Auto
  0.2      0.2             
 
Total
 $435.6  $3.8  $286.8  $2.5  $1.1  $0.1  $3.7 
 
(a) Excludes loan sales to government sponsored entities (“GSEs”). See Securitization activity on pages 164–165 of this Note for information on the Firm’s loan sales to GSEs.
 
(b) Includes Alt-A loans.
 
(c) Consists of securities backed by commercial loans (predominantly real estate) and non-mortgage-related consumer receivables purchased from third parties. The Firm generally does not retain a residual interest in its sponsored commercial mortgage securitization transactions. Includes co-sponsored commercial securitizations and, therefore, includes non–JPMorgan Chase–originated commercial mortgage loans.
 
(d) Excludes retained servicing (for a discussion of MSRs, see Note 16 on pages 167–170 of this Form 10-Q) and securities retained from loan sales to Ginnie Mae, Fannie Mae and Freddie Mac.
 
(e) Excludes senior and subordinated securities of $313 million and $65 million, respectively, at September 30, 2010, and $729 million and $146 million, respectively, at December 31, 2009, which the Firm purchased in connection with IB’s secondary market-making activities.
 
(f) Includes investments acquired in the secondary market that are predominantly for held-for-investment purposes, of $199 million and $139 million as of September 30, 2010, and December 31, 2009, respectively. This is comprised of $159 million and $91 million of AFS securities, related to commercial and other; and $40 million and $48 million of investments classified as trading assets-debt and equity instruments, including $40 million and $47 million of residential mortgages, and zero and $1 million of commercial and other, all respectively, at September 30, 2010, and December 31, 2009.
 
(g) Excludes interest rate and foreign exchange derivatives primarily used to manage the interest rate and foreign exchange risks of the securitization entities. See Note 5 on pages 132–140 of this Form 10-Q for further information on derivatives.
 
(h) Includes interests held in re-securitization transactions.
Residential mortgage
The Firm securitizes residential mortgage loans originated by RFS, as well as residential mortgage loans that may be purchased by either RFS or IB. RFS generally retains servicing for all its originated and purchased residential mortgage loans. Additionally, RFS may retain servicing for certain mortgage loans purchased by IB. As servicer, the Firm receives servicing fees based on the securitized loan balance plus ancillary fees.
For Firm-sponsored securitizations serviced by RFS, the Firm is deemed to have the power to direct the significant activities of the VIE, as it is the servicer of the loans and is responsible for decisions related to loan modifications and workouts. For the loans serviced by unrelated third parties, the Firm is not the primary beneficiary, as the power to direct the significant activities resides with the third-party servicer. In a limited number of securitizations, RFS, in addition to

158


Table of Contents

having servicing rights, may retain an interest in the VIE that could potentially be significant to the VIE. In these instances, the Firm is deemed to be the primary beneficiary. As of September 30, 2010, due to RFS’s servicing arrangements and retained interests, the Firm consolidated approximately $3.1 billion of assets and $3.3 billion of liabilities of Firm-sponsored residential mortgage securitization trusts. As of December 31, 2009, RFS did not consolidate any VIEs in accordance with the accounting treatment under prior accounting rules. Additionally, RFS held retained interests of approximately $264 million and $537 million as of September 30, 2010, and December 31, 2009, respectively, in nonconsolidated securitization entities. See pages 165–167 of this Note for further information on retained interests held in nonconsolidated VIEs; these retained interests are classified as trading assets or AFS securities.
IB may engage in underwriting and trading activities of the securities issued by Firm-sponsored securitization trusts. As a result, IB at times retains senior and/or subordinated interests (including residual interests) in residential mortgage securitizations upon securitization, and/or reacquires positions in the secondary market in the normal course of business. In certain instances as a result of the size of the positions retained or reacquired by IB, when considered together with the servicing arrangements entered into by RFS, the Firm is deemed to be the primary beneficiary of certain trusts. As of September 30, 2010, the Firm consolidated approximately $1.2 billion of VIE assets and $631 million of liabilities due to IB’s involvement with such trusts. These entities were not consolidated at December 31, 2009, in accordance with the accounting treatment under prior accounting rules. Additionally, IB held approximately $448 million, and $699 million of senior and subordinated interests as of September 30, 2010, and December 31, 2009, respectively, in nonconsolidated securitization entities. This includes approximately $1 million and $2 million of residual interests as of September 30, 2010, and December 31, 2009, respectively. See pages 165–167 of this Note for further information on interests held in nonconsolidated securitizations. These retained interests are accounted for at fair value and classified as trading assets.
The Firm’s mortgage loan sales are primarily nonrecourse, thereby effectively transferring the risk of future credit losses to the purchaser of the mortgage-backed securities issued by the trust. However, for a limited number of loan sales, the Firm is obligated to share a portion of the credit risk associated with the sold loans with the purchaser. See Note 22 on pages 174–178 of this Form 10-Q for additional information on loans sold with recourse, as well as information on indemnifications for breaches of representations and warranties. See page 165 of this Note for further information on loans sold to the GSEs.
Commercial mortgages and other consumer securitizations
IB securitizes commercial mortgage loans that it originates. Additionally, IB may also engage in underwriting and trading of securities issued by the securitization trusts. IB may retain unsold senior and/or subordinated interests in commercial mortgage securitizations at the time of securitization but generally does not service commercial loan securitizations. For commercial mortgage securitizations the power to direct the significant activities of the VIE generally is with the controlling class investor and or the servicer. Therefore, for loans serviced by unrelated third parties, and those transactions in which the Firm is not the controlling class investor, the Firm does not have the power to direct the significant activities of the VIE and, therefore, does not consolidate the VIEs. As of September 30, 2010, the Firm consolidated approximately $631 million of VIE assets and $618 million of liabilities of commercial mortgage securitization trusts due to the Firm holding certain subordinated interests that give the Firm the power to direct the activities of these entities. These entities were not consolidated at December 31, 2009, in accordance with the accounting treatment under prior accounting rules. At September 30, 2010, and December 31, 2009, the Firm held $2.0 billion and $1.6 billion, respectively, of retained interests in nonconsolidated commercial mortgage securitizations. This includes approximately zero and $22 million of residual interests as of September 30, 2010, and December 31, 2009, respectively.
The Firm also securitizes automobile and student loans originated by RFS, and consumer loans (including automobile and student loans) purchased by IB. The Firm retains servicing responsibilities for all originated and certain purchased student and automobile loans. The Firm also holds a retained interest in these securitizations. As such, for those transactions in which the Firm is both the servicer and holds a retained interest, the Firm is the primary beneficiary of and consolidates these VIEs as of September 30, 2010. As of September 30, 2010, the Firm consolidated $5.1 billion of assets and $3.8 billion of liabilities of automobile and student loan securitizations. As of December 31, 2009, the Firm held $9 million and $49 million of retained interests in nonconsolidated securitized automobile and student loan securitizations, respectively. These entities were not consolidated at December 31, 2009, in accordance with the accounting treatment under prior accounting rules. In addition, at December 31, 2009, the Firm consolidated $3.8 billion of other student loans.

159


Table of Contents

Re-securitizations
The Firm also engages in certain re-securitization transactions in which debt securities are transferred to a VIE in exchange for new beneficial interests. These transfers occur to both agency (Fannie Mae, Freddie Mac and Ginnie Mae) and nonagency (private-label) sponsored VIEs, which may be backed by either residential or commercial mortgages and are often structured on behalf of clients. As of September 30, 2010, the Firm did not consolidate any agency re-securitizations, as it did not have the power to direct the significant activities of the trust. As of September 30, 2010, the Firm consolidated $574 million of assets and $224 million of liabilities of private-label re-securitizations, as the Firm had both the power to direct the significant activities of, and retained an interest that is deemed to be significant in, the trust. For other nonconsolidated private-label re-securitizations, the Firm shares control over the resecuritization VIEs (i.e., established the VIE jointly with the investors) and therefore did not have unilateral ability to direct the significant activities of the entity. During the three months and nine months ended September 30, 2010, respectively, the Firm transferred $13.5 billion and $138 million, respectively, and $27.8 billion and $1.2 billion, respectively, of securities to agency and private-label VIEs. At September 30, 2010, the Firm held approximately $1.5 billion of senior and subordinated interests in nonconsolidated agency re-securitization entities and $11 million of senior and subordinated interests in nonconsolidated private-label re-securitization entities. See pages 165–167 of this Note for further information on interests held in nonconsolidated securitization VIEs.
Multi-seller conduits
Effective January 1, 2010, the Firm consolidated its Firm-administered multi-seller conduits, as the Firm had both the power to direct the significant activities of the conduits and a potentially significant economic interest. The Firm directs the economic performance of the conduits as administrative agent and in its role in structuring transactions for the conduits. In these roles, the Firm makes decisions regarding concentration of asset types and credit quality of transactions, and is responsible for managing the commercial paper funding needs of the conduits. The Firm’s interests that could potentially be significant to the VIEs include the fees received as administrative agent, liquidity provider and provider of program-wide credit enhancement, as well as the Firm’s potential exposure as a result of the liquidity and credit enhancement facilities provided to the conduits.
For a more detailed description of JPMorgan Chase’s principal involvement with Firm-administered multi-seller conduits, as well as the accounting treatment applicable under prior accounting rules, see Note 16 on pages 206–209 of JPMorgan Chase’s 2009 Annual Report.
Consolidated Firm-administered multi-seller conduits
                 
          Total assets held by  
          Firm-administered Commercial paper
          multi-seller issued to third
(in billions) Loans Other assets conduits parties
 
September 30, 2010
 $19.7  $0.8  $20.5  $20.5 
 
The Firm provides both deal-specific and program-wide liquidity facilities. Because the majority of the deal-specific liquidity facilities will only fund nondefaulted assets, program-wide credit enhancement is required to absorb losses on defaulted receivables in excess of losses absorbed by any deal-specific credit enhancement. Program-wide credit enhancement may be provided by JPMorgan Chase in the form of standby letters of credit or by third-party surety bond providers. The amount of program-wide credit enhancement required varies by conduit and ranges between 5% and 10% of applicable commercial paper outstanding. The Firm provided $2.0 billion of program-wide credit enhancement at September 30, 2010.
VIEs associated with investor intermediation activities
For a more detailed description of JPMorgan Chase’s principal involvement with investor intermediation activities, see Note 16 on pages 209–212 of JPMorgan Chase’s 2009 Annual Report.
Municipal bond vehicles
The Firm consolidates municipal bond vehicles if it owns the residual interest of the vehicle. The residual interest generally allows the owner to make decisions that significantly impact the economic performance of the municipal bond vehicle, primarily by directing the sale of the municipal bonds owned by the vehicle. In addition, the residual interest owners have the right to receive benefits and bear losses that could potentially be significant to the municipal bond vehicle. The Firm does not consolidate municipal bond vehicles if it does not own the residual interests, since the Firm does not have the power to make decisions that significantly impact the economic performance of the municipal bond vehicle.

160


Table of Contents

The Firm’s exposure to nonconsolidated municipal bond VIEs at September 30, 2010, and December 31, 2009, including the ratings profile of the VIEs’ assets, was as follows.
                 
  Fair value of assets          Maximum
(in billions) held by VIEs Liquidity facilities(b) Excess/(deficit)(c) exposure
 
Nonconsolidated municipal bond vehicles(a)
                
September 30, 2010
 $14.8  $8.9  $5.9  $8.9 
December 31, 2009
  13.2   8.4   4.8   8.4 
 
                             
  Ratings profile of VIE assets(d)    
  Investment-grade Noninvestment-grade Fair value of Wt. avg.
(in billions, except                     assets held expected life
where otherwise noted) AAA to AAA- AA+ to AA- A+ to A- BBB to BBB- BB+ and below by VIEs of assets (years)
 
Nonconsolidated municipal bond vehicles(a)
September 30, 2010
 $2.0  $12.3  $0.5  $  $  $14.8   7.1 
December 31, 2009
  1.6   11.4   0.2         13.2   10.1 
 
(a) Excluded $2.0 billion and $2.8 billion, as of September 30, 2010, and December 31, 2009, respectively, which were consolidated due to the Firm owning the residual interests.
 
(b) The Firm may serve as credit enhancement provider to municipal bond vehicles in which it serves as liquidity provider. The Firm provided insurance on underlying municipal bonds, in the form of letters of credit, of $10 million at both September 30, 2010, and December 31, 2009.
 
(c) Represents the excess/(deficit) of the fair values of municipal bond assets available to repay the liquidity facilities, if drawn.
 
(d) The ratings scale is based on the Firm’s internal risk ratings and is presented on an S&P-equivalent basis.
Credit-linked note vehicles
The Firm structures transactions with credit-linked note vehicles on behalf of investors in which a VIE purchases highly rated assets, such as asset-backed securities, or enters into a credit derivative contract with the Firm to obtain exposure to a referenced credit which the VIE otherwise does not hold. The VIE then issues CLNs with maturities predominantly ranging from one to ten years in order to transfer the risk of the referenced credit to the VIE’s investors. The Firm does not generally consolidate these credit-linked note entities, since the Firm does not have the power to direct the significant activities of these entities and does not have a variable interest that could potentially be significant.
Exposure to nonconsolidated credit-linked note VIEs at September 30, 2010, and December 31, 2009, was as follows.
                 
              Par value
  Net derivative Trading Total of collateral
September 30, 2010 (in billions) receivables assets(b) exposure(c) held by VIEs(d)
 
Credit-linked notes(a)
                
Static structure
 $1.3  $  $1.3  $10.2 
Managed structure
  3.7   0.1   3.8   12.5 
 
Total
 $5.0  $0.1  $5.1  $22.7 
 
                 
              Par value
  Net derivative Trading Total of collateral
December 31, 2009 (in billions) receivables assets(b) exposure(c) held by VIEs(d)
 
Credit-linked notes(a)
                
Static structure
 $1.9  $0.7  $2.6  $10.8 
Managed structure
  5.0   0.6   5.6   15.2 
 
Total
 $6.9  $1.3  $8.2  $26.0 
 
(a) Excluded collateral with a fair value of $137 million and $855 million at September 30, 2010, and December 31, 2009, respectively, which was consolidated, as the Firm, in its role as secondary market-maker, held a majority of the issued credit-linked notes of certain vehicles.
 
(b) Trading assets principally comprise notes issued by VIEs, which from time to time are held as part of the termination of a deal or to support limited market-making.
 
(c) On–balance sheet exposure that includes net derivative receivables and trading assets debt and equity instruments.
 
(d) The Firm’s maximum exposure arises through the derivatives executed with the VIEs; the exposure varies over time with changes in the fair value of the derivatives. The Firm relies on the collateral held by the VIEs to pay any amounts due under the derivatives; the vehicles are structured at inception so that the par value of the collateral is expected to be sufficient to pay amounts due under the derivative contracts.

161


Table of Contents

Asset swap vehicles
The Firm structures and executes transactions with asset swap vehicles on behalf of investors. In such transactions, a VIE purchases a specific asset or assets and then enters into a derivative with the Firm in order to tailor the interest rate or currency risk, or both, according to investors’ requirements. The Firm does not generally consolidate these asset swap vehicles, since the Firm does not have the power to direct the significant activities of these entities and does not have a variable interest that could potentially be significant.
Exposure to nonconsolidated asset swap VIEs at September 30, 2010, and December 31, 2009, was as follows.
                 
  Net derivative Trading Total Par value of collateral
(in billions) receivables assets(b) exposure(c) held by VIEs(d)
 
September 30, 2010(a)
 $0.3  $  $0.3  $7.8 
December 31, 2009(a)
  0.1      0.1   10.2 
 
(a) Excluded the fair value of collateral of zero and $623 million at September 30, 2010, and December 31, 2009, respectively, which was consolidated as the Firm, in its role as secondary market-maker, held a majority of the issued notes of certain vehicles.
 
(b) Trading assets principally comprise notes issued by VIEs, which from time to time are held as part of the termination of a deal or to support limited market-making.
 
(c) On-balance sheet exposure that includes net derivative receivables and trading assets debt and equity instruments.
 
(d) The Firm’s maximum exposure arises through the derivatives executed with the VIEs; the exposure varies over time with changes in the fair value of the derivatives. The Firm relies upon the collateral held by the VIEs to pay any amounts due under the derivatives; the vehicles are structured at inception so that the par value of the collateral is expected to be sufficient to pay amounts due under the derivative contracts.
VIEs sponsored by third parties
Investment in a third-party credit card securitization trust
The Firm holds two interests in a third-party-sponsored VIE, which is a credit card securitization trust that owns credit card receivables issued by a national retailer. The Firm is not the primary beneficiary of the trust, as the Firm does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. The first note is structured so that the principal amount can float up to 47% of the principal amount of the receivables held by the trust, not to exceed $4.2 billion. The Firm accounts for its investment at fair value within AFS securities. At September 30, 2010, and December 31, 2009, the amortized cost of the note was $3.0 billion and $3.5 billion, respectively, and the fair value was $3.2 billion and $3.5 billion, respectively. The Firm accounts for its other interest, which is not subject to limits, as a loan at amortized cost. This senior loan had an amortized cost and fair value of approximately $1.0 billion at both September 30, 2010, and December 31, 2009. For more information on AFS securities and loans, see Notes 11 and 13 on pages 143–148 and 149–154, respectively, of this Form 10-Q.
VIE used in FRBNY transaction
In conjunction with the Bear Stearns merger, in June 2008, the Federal Reserve Bank of New York (“FRBNY”) took control, through an LLC formed for this purpose, of a portfolio of $30.0 billion in assets, based on the value of the portfolio as of March 14, 2008. The assets of the LLC were funded by a $28.85 billion term loan from the FRBNY and a $1.15 billion subordinated loan from JPMorgan Chase. The JPMorgan Chase loan is subordinated to the FRBNY loan and will bear the first $1.15 billion of any losses of the portfolio. Any remaining assets in the portfolio after repayment of the FRBNY loan, repayment of the JPMorgan Chase loan and the expense of the LLC will be for the account of the FRBNY. The extent to which the FRBNY and JPMorgan Chase loans will be repaid will depend on the value of the assets in the portfolio and the liquidation strategy directed by the FRBNY. The Firm does not consolidate the LLC, as it does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance.
Other VIEs sponsored by third parties
The Firm enters into transactions with VIEs structured by other parties. These include, for example, acting as a derivative counterparty, liquidity provider, investor, underwriter, placement agent, trustee or custodian. These transactions are conducted at arm’s length, and individual credit decisions are based on the analysis of the specific VIE, taking into consideration the quality of the underlying assets. Where the Firm does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, or a variable interest that could potentially be significant, the Firm records and reports these positions on its Consolidated Balance Sheets similarly to the way it would record and report positions from any other third-party transaction.

162


Table of Contents

Consolidated VIE assets and liabilities
The following table presents information on assets and liabilities related to VIEs that are consolidated by the Firm as of September 30, 2010, and December 31, 2009.
                 
  Assets
  Trading assets-      
September 30, 2010 debt and equity      
(in billions) instruments Loans Other(a) Total assets(b)
         
VIE program type
                
Firm-sponsored credit card trusts
 $  $72.5  $1.6  $74.1 
Firm-administered multi-seller conduits
     19.7   0.8   20.5 
Mortgage securitization entities
  2.4   3.1      5.5 
Other
  5.7   5.6   1.5   12.8 
         
Total
 $8.1  $100.9  $3.9  $112.9 
 
             
  Liabilities
September 30, 2010 Beneficial interests    
(in billions) in VIE assets(c) Other(d) Total liabilities
       
VIE program type
            
Firm-sponsored credit card trusts
 $47.5  $  $47.5 
Firm-administered multi-seller conduits
  20.5      20.5 
Mortgage securitization entities
  3.1   1.7   4.8 
Other
  6.3   0.8   7.1 
       
Total
 $77.4  $2.5  $79.9 
 
                 
  Assets
  Trading assets-      
December 31, 2009 debt and equity      
(in billions) instruments Loans Other(a) Total assets(b)
         
VIE program type
                
Firm-sponsored credit card trusts(e)
 $  $6.1  $0.8  $6.9 
Firm-administered multi-seller conduits
     2.2   2.9   5.1 
Mortgage securitization entities
            
Other
  6.4   4.7   1.3   12.4 
         
Total
 $6.4  $13.0  $5.0  $24.4 
 
             
  Liabilities
December 31, 2009 Beneficial interests    
(in billions) in VIE assets(c) Other(d) Total liabilities
       
VIE program type
            
Firm-sponsored credit card trusts(e)
 $3.9  $  $3.9 
Firm-administered multi-seller conduits
  4.8      4.8 
Mortgage securitization entities
         
Other
  6.5   2.2   8.7 
       
Total
 $15.2  $2.2  $17.4 
 
(a) Included assets classified as cash, resale agreements, derivative receivables, available-for-sale, and other assets within the Consolidated Balance Sheets.
 
(b) The assets of the consolidated VIEs included in the program types above are used to settle the liabilities of those entities. The difference between total assets and total liabilities recognized for consolidated VIEs represents the Firm’s interest in the consolidated VIEs for each program type.
 
(c) The interest-bearing beneficial interest liabilities issued by consolidated VIEs are classified in the line item on the Consolidated Balance Sheets titled, “Beneficial interests issued by consolidated variable interest entities.” The holders of these beneficial interests do not have recourse to the general credit of JPMorgan Chase. Included in beneficial interests in VIE assets are long-term beneficial interests of $56.6 billion and $10.4 billion at September 30, 2010, and December 31, 2009, respectively. The maturities of the long-term beneficial interests as of September 30, 2010, were as follows: $16.9 billion under one year, $29.7 billion between one and five years, and $10.0 billion over 5 years.
 
(d) Included liabilities classified as other borrowed funds and accounts payable and other liabilities in the Consolidated Balance Sheets.
 
(e) Includes the receivables and related liabilities of the WMM Trust. For further discussion, see Note 15 on pages 198–205 respectively, of JPMorgan Chase’s 2009 Annual Report.

163


Table of Contents

Supplemental information on loan securitizations
The Firm securitizes and sells a variety of loans, including residential mortgage, credit card, automobile, student and commercial (primarily related to real estate) loans, as well as debt securities. The primary purposes of these securitization transactions are to satisfy investor demand and to generate liquidity for the Firm.
For a discussion of the accounting treatment under prior accounting rules relating to loan securitizations, see Note 1 on pages 142–143 and Note 15 on pages 198–205 of JPMorgan Chase’s 2009 Annual Report.
Securitization activity
The following tables provide information related to the Firm’s securitization activities for the three and nine months ended September 30, 2010 and 2009, related to assets held in JPMorgan Chase–sponsored securitization entities that were not consolidated by the Firm, as sale accounting was achieved based on the accounting rules in effect at the time of the securitization. For the three- and nine-month periods ended September 30, 2009, there were no mortgage loans that were securitized, and there were no cash flows from the Firm to the SPEs related to recourse or guarantee arrangements. Effective January 1, 2010, all of the Firm-sponsored credit card, student loan and auto securitization trusts were consolidated as a result of the new consolidation guidance related to VIEs and, accordingly, are not included in the securitization activity tables below for the three and nine months ended September 30, 2010 and 2009.
                 
  Three months ended September 30, 2010
  Residential mortgage  
            Commercial
(in millions) Prime(f) Subprime Option ARMs and other
 
Principal securitized
 $  $  $  $574 
Pretax gains
           (g)
All cash flows during the period(a):
                
Proceeds from new securitizations(b)
 $  $  $  $601 
Servicing fees collected
  77   55   109   1 
Other cash flows received(c)
            
Purchases of previously transferred financial assets (or the underlying collateral)(d)
  46          
Cash flows received on the interests that continue to be held by the Firm(e)
  64   6   8   38 
 
                 
  Three months ended September 30, 2009
  Residential mortgage  
            Commercial
(in millions) Prime(f) Subprime Option ARMs and other
 
All cash flows during the period(a):
                
Servicing fees collected
 $105  $45  $118  $2 
Other cash flows received(c)
  2   1       
Purchases of previously transferred financial assets (or the underlying collateral)(d)
  36      7    
Cash flows received on the interests that continue to be held by the Firm(e)
  148   6   11   31 
 
                 
  Nine months ended September 30, 2010
  Residential mortgage  
            Commercial
(in millions) Prime(f) Subprime Option ARMs and other
 
Principal securitized
 $  $  $  $1,136 
Pretax gains
           (g)
All cash flows during the period(a):
                
Proceeds from new securitizations(b)
 $  $  $  $1,193 
Servicing fees collected
  241   154   344   3 
Other cash flows received(c)
            
Purchases of previously transferred financial assets (or the underlying collateral)(d)
  146   6       
Cash flows received on the interests that continue to be held by the Firm(e)
  216   18   19   106 
 

164


Table of Contents

                 
  Nine months ended September 30, 2009
  Residential mortgage  
              Commercial
(in millions) Prime(f) Subprime Option ARMs and other
 
All cash flows during the period(a):
                
Servicing fees collected
 $337  $130  $364  $10 
Other cash flows received(c)
  8   3       
Purchases of previously transferred financial assets (or the underlying collateral)(d)
  112      20    
Cash flows received on the interests that continue to be held by the Firm(e)
  512   19   75   189 
 
(a) Excludes sales for which the Firm did not securitize the loan (including loans sold to Ginnie Mae, Fannie Mae and Freddie Mac).
 
(b) Includes $601 million and $1.2 billion of proceeds from new securitizations received as securities for the three and nine months ended September 30, 2010, respectively. These securities were classified as level 2 of the fair value measurement hierarchy.
 
(c) Includes excess servicing fees and other ancillary fees received.
 
(d) Includes cash paid by the Firm to reacquire assets from the off–balance sheet, nonconsolidated entities — for example, servicer clean-up calls.
 
(e) Includes cash flows received on retained interests — including, for example, principal repayments and interest payments.
 
(f) Includes Alt-A loans and re-securitization transactions.
 
(g) As of January 1, 2007, the Firm elected the fair value option for IB warehouse. The carrying value of these loans accounted for at fair value approximated the proceeds received from securitization.
Loans sold to agencies and other third-party sponsored securitization entities
In addition to the amounts reported in the securitization activity tables above, the Firm, in the normal course of business, sells originated and purchased mortgage loans, predominantly to Ginnie Mae, Fannie Mae, and Freddie Mac, (the “Agencies”). These loans are sold primarily for the purpose of securitization by the Agencies, which also provide credit enhancement of the loans through certain guarantee provisions. The Firm does not consolidate these securitization vehicles as it is not the primary beneficiary. In connection with these loan sales, the Firm makes certain representations and warranties. For additional information about the Firm’s loan sale- and securitization-related indemnifications, see Note 22 on pages 174–178 of this Form 10-Q.
The Firm generally retains the right to service the mortgage loans in accordance with the respective servicing guidelines and standards, which is a form of continuing involvement, and records this right as a servicing asset at the time of sale.
The following table summarizes these loan sale activities.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Carrying value of loans sold(a)(b)
 $42,543  $37,066  $108,090  $118,674 
 
Proceeds received from loan sales:
                
Cash
  2,786   432   3,386   1,252 
Securities(c)
  39,045   35,779   102,861   114,635 
 
Total proceeds received from loan sales
  41,831   36,211   106,247   115,887 
 
Gains on loan sales
  91   18   182   64 
 
(a) Predominantly to the Agencies.
 
(b) See Note 16 on pages 167–170 of this Form 10-Q for further information on originated MSRs.
 
(c) Predominantly includes securities from the Agencies that are generally sold shortly after receipt.
JPMorgan Chase’s interest in securitized assets held at fair value
The following table summarizes the Firm’s nonconsolidated securitization interests which are carried at fair value on the Firm’s Consolidated Balance Sheets at September 30, 2010, and December 31, 2009. The risk ratings are periodically reassessed as information becomes available. As of September 30, 2010, and December 31, 2009, 69% and 76%, respectively, of the Firm’s retained securitization interests, which are carried at fair value, were risk-rated “A” or better.

165


Table of Contents

                         
  Ratings profile of interests held (b)(c)(d)
  September 30, 2010 December 31, 2009
  Investment- Noninvestment- Retained Investment- Noninvestment- Retained
(in billions) grade grade interests grade grade interests(e)
 
Asset types:
                        
Residential mortgage:
                        
Prime(a)
 $0.1  $0.5  $0.6  $0.7  $0.4  $1.1 
Subprime
                  
Option ARMs
  0.1      0.1   0.1      0.1 
Commercial and other
  2.5   0.3   2.8   2.2   0.2   2.4 
 
Total
 $2.7  $0.8  $3.5  $3.0  $0.6  $3.6 
 
(a) Includes retained interests in Alt-A loans and re-securitization transactions.
 
(b) The ratings scale is presented on an S&P-equivalent basis.
 
(c) Includes $199 million and $139 million of investments acquired in the secondary market, but predominantly held for investment purposes, as of September 30, 2010, and December 31, 2009, respectively. Of this amount, $159 million and $108 million is classified as investment-grade as of September 30, 2010, and December 31, 2009, respectively.
 
(d) Excludes senior and subordinated securities of $378 million and $875 million at September 30, 2010, and December 31, 2009, respectively, which the Firm purchased in connection with IB’s secondary market-making activities.
 
(e) Excludes $49 million of retained interests in student loans at December 31, 2009.
The table below outlines the key economic assumptions used to determine the fair value as of September 30, 2010, and December 31, 2009, of certain of the Firm’s retained interests in nonconsolidated VIEs, other than MSRs, that are valued using modeling techniques. The table below also outlines the sensitivities of those fair values to immediate 10% and 20% adverse changes in assumptions used to determine fair value. For a discussion of MSRs, see Note 16 on pages 164–170 of this Form 10-Q.
                 
  Residential mortgage    
September 30, 2010            Commercial 
(in millions, except rates and where otherwise noted) Prime(a)  Subprime  Option ARMs  and other 
 
JPMorgan Chase interests in securitized assets
 $646  $9  $108  $2,783 
 
Weighted-average life (in years)
  5.5   7.5   4.7   3.1 
 
Weighted-average constant prepayment rate
  11.7%  2.7%  16.7%  %
 
 CPR CPR CPR CPR
Impact of 10% adverse change
 $(12) $  $(1) $ 
Impact of 20% adverse change
  (24)     (3)   
 
Weighted-average loss assumption
  3.9%  8.9%  12.7%  1.9%
Impact of 10% adverse change
 $(10) $  $  $(75)
Impact of 20% adverse change
  (17)  (1)     (152)
Weighted-average discount rate
  10.6%  13.1%  5.5%  15.1%
Impact of 10% adverse change
 $(22) $  $(2) $(74)
Impact of 20% adverse change
  (43)  (1)  (4)  (140)
 
                 
  Residential mortgage    
December 31, 2009            Commercial 
(in millions, except rates and where otherwise noted) Prime(a)  Subprime  Option ARMs  and other 
 
JPMorgan Chase interests in securitized assets
 $1,143  $27  $113  $2,361 
 
Weighted-average life (in years)
  8.3   4.3   5.1   3.5 
 
Weighted-average constant prepayment rate
  4.9%  21.8%  15.7%  %
 
 CPR CPR CPR CPR
Impact of 10% adverse change
 $(15) $(2) $  $ 
Impact of 20% adverse change
  (31)  (3)  (1)   
 
Weighted-average loss assumption
  3.2%  2.7%  0.7%  1.4%
Impact of 10% adverse change
 $(15) $(4) $  $(41)
Impact of 20% adverse change
  (29)  (7)     (100)
Weighted-average discount rate
  11.4%  23.2%  5.4%  12.5%
Impact of 10% adverse change
 $(41) $(2) $(1) $(72)
Impact of 20% adverse change
  (82)  (4)  (3)  (139)
 
(a) Includes retained interests in Alt-A loans and re-securitization transactions.

166


Table of Contents

The sensitivity analysis in the preceding table is hypothetical. Changes in fair value based on a 10% or 20% variation in assumptions generally cannot be extrapolated easily, because the relationship of the change in the assumptions to the change in fair value may not be linear. Also, in the table, the effect that a change in a particular assumption may have on the fair value is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might counteract or magnify the sensitivities. The above sensitivities also do not reflect risk management practices the Firm may undertake to mitigate such risks.
Loan delinquencies and net charge-offs
The table below includes information about delinquencies, net charge-offs and components of off–balance sheet securitized financial assets as of September 30, 2010, and December 31, 2009.
                                         
          90 days past due    
  Credit exposure and still accruing Nonperforming loans Net loan charge-offs(d)
              Three months ended Nine months ended
  Sept. 30, Dec. 31, Sept. 30, Dec. 31, Sept. 30, Dec. 31, September 30, September 30,
(in millions) 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
 
Securitized loans:
                                        
Residential mortgage:
                                        
Prime mortgage(a)(b)
 $154,313  $171,547  $  $  $36,230  $33,838  $1,490  $2,728  $4,875  $7,319 
Subprime mortgage(b)
  41,255   47,261         16,192   19,505   749   1,684   2,865   5,962 
Option ARMs(b)
  37,106   41,983         11,016   10,973   479   566   1,705   1,420 
Commercial and other(b)
  99,415   24,799   236      4,911   1,244   159   2   331   12 
 
Total loans securitized(c)
 $332,089  $285,590  $236  $  $68,349  $65,560  $2,877  $4,980  $9,776  $14,713 
 
(a) Includes Alt-A loans.
 
(b) Total assets held in securitization-related SPEs were $409.8 billion and $435.6 billion at September 30, 2010, and December 31, 2009, respectively. The $332.1 billion and $285.6 billion of loans securitized at September 30, 2010, and December 31, 2009, respectively, excludes: $68.1 billion and $145.0 billion of securitized loans in which the Firm has no continuing involvement, zero and $1.2 billion of nonconsolidated auto and student loan securitizations, and $9.6 billion and $3.8 billion of loan securitizations (including automobile and student loans) consolidated on the Firm’s Consolidated Balance Sheets at September 30, 2010, and December 31, 2009, respectively.
 
(c) Includes securitized loans that were previously recorded at fair value and classified as trading assets.
 
(d) Net charge-offs represent losses realized upon liquidation of the assets held by off–balance sheet securitization entities.
NOTE 16 — GOODWILL AND OTHER INTANGIBLE ASSETS
For a discussion of accounting policies related to goodwill and other intangible assets, see Note 17 on pages 214–217 of JPMorgan Chase’s 2009 Annual Report.
Goodwill and other intangible assets consist of the following.
         
(in millions) September 30, 2010 December 31, 2009
 
Goodwill
 $48,736  $48,357 
Mortgage servicing rights
  10,305   15,531 
 
Other intangible assets:
        
Purchased credit card relationships
 $974  $1,246 
Other credit card–related intangibles
  617   691 
Core deposit intangibles
  959   1,207 
Other intangibles
  1,432   1,477 
 
Total other intangible assets
 $3,982  $4,621 
 
Goodwill
The following table presents goodwill attributed to the business segments.
         
(in millions) September 30, 2010 December 31, 2009
 
Investment Bank
 $5,334  $4,959 
Retail Financial Services
  16,815   16,831 
Card Services
  14,170   14,134 
Commercial Banking
  2,866   2,868 
Treasury & Securities Services
  1,678   1,667 
Asset Management
  7,496   7,521 
Corporate/Private Equity
  377   377 
 
Total goodwill
 $48,736  $48,357 
 

167


Table of Contents

The following table presents changes in the carrying amount of goodwill.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010  2009  2010  2009 
 
Balance at beginning of period(a)
 $48,320  $48,288  $48,357  $48,027 
Changes during the period from:
                
Business combinations
  381   2   400   247 
Dispositions
        (19)   
Other(b)
  35   44   (2)  60 
 
Balance at September 30,(a)
 $48,736  $48,334  $48,736  $48,334 
 
(a) Reflects gross goodwill balances as the Firm has not recognized any impairment losses to date.
 
(b) Includes foreign currency translation adjustments and other tax-related adjustments.
The $379 million increase in goodwill from December 31, 2009, was largely due to the acquisition of RBS Sempra Commodities businesses, and foreign currency translation adjustments related to the Firm’s credit card and merchant businesses, partially offset by the divestiture of certain non-strategic businesses, as well as tax-related purchase accounting adjustments associated with the Bank One merger.
Goodwill was not impaired at September 30, 2010, or December 31, 2009, nor was any goodwill written off due to impairment during the nine month periods ended September 30, 2010 or 2009. During the nine months ended September 30, 2010, the firm reviewed current conditions (including the estimated effects of regulatory and legislative changes, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and limitations on non-sufficient funds and overdraft fees), and prior projections for all of its reporting units. In addition, the Firm updated the discounted cash flow valuations of its consumer lending businesses in RFS and CS, as these businesses continue to have elevated risk for goodwill impairment due to their exposure to U.S. consumer credit risk and the effects of recent regulatory and legislative changes. As a result of these reviews, the Firm concluded that goodwill for these businesses and the Firm’s other reporting units were not impaired at September 30, 2010.
Mortgage servicing rights
For a further description of the MSR asset, interest rate risk management, and the valuation methodology of MSRs, see Notes 3 and 17 on pages 151–152 and 214–217, respectively, of JPMorgan Chase’s 2009 Annual Report.
The following table summarizes MSR activity for the three and nine months ended September 30, 2010 and 2009.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions, except where otherwise noted) 2010  2009  2010  2009 
 
Fair value at the beginning of the period
 $11,853  $14,600  $15,531  $9,403 
MSR activity
                
Originations of MSRs
  803   873   2,025   2,851 
Purchase of MSRs
  9      23   2 
Disposition of MSRs
  (257)     (262)  (10)
 
Total net additions
  555   873   1,786   2,843 
Change in valuation due to inputs and assumptions(a)
  (1,497)  (1,096)  (5,177)  4,045 
Other changes in fair value(b)
  (606)  (714)  (1,835)  (2,628)
 
Total change in fair value of MSRs(c)
  (2,103)  (1,810)  (7,012)  1,417 
 
Fair value at September 30(d)
 $10,305  $13,663  $10,305  $13,663 
 
Change in unrealized gains/(losses) included in income related to MSRs held at September 30
 $(1,497) $(1,096) $(5,177) $4,045 
 
Contractual service fees, late fees and other ancillary fees included in income
 $1,113  $1,187  $3,393  $3,615 
 
Third-party mortgage loans serviced at September 30 (in billions)
 $1,021.2  $1,107.7  $1,021.2  $1,107.7 
 
Servicer advances, net at September 30 (in billions)(e)
 $9.3  $7.4  $9.3  $7.4 
 
(a) Represents MSR asset fair value adjustments due to changes in inputs, such as interest rates and volatility, as well as updates to assumptions used in the valuation model. “Total realized/unrealized gains/(losses)” columns in the Changes in level 3 recurring fair value measurements tables in Note 3 on pages 119–123 of this Form 10-Q include these amounts.
 
(b) Includes changes in MSR value due to modeled servicing portfolio runoff (or time decay). “Purchases, issuances, settlements, net” columns in the Changes in level 3 recurring fair value measurements tables in Note 3 on pages 119–123 of this Form 10-Q include these amounts.
 
(c) Includes changes related to commercial real estate of $(2) million and $1 million for the three months ended September 30, 2010 and 2009, respectively, and $(6) million and $(3) million for the nine months ended September 30, 2010 and 2009, respectively.
 
(d) Includes $35 million and $42 million related to commercial real estate at September 30, 2010 and 2009, respectively.

168


Table of Contents

(e) Represents amounts the Firm pays as the servicer (e.g., scheduled principal and interest to a trust, taxes and insurance), which will generally be reimbursed within a short period of time after the advance via future cash flows from the trust or the underlying loans. The Firm’s credit risk associated with these advances is minimal because reimbursement of the advances is senior to all cash payments to investors in the underlying loans. In addition, the Firm maintains the right to stop payment if the collateral is insufficient to cover the advance.
The following table presents the components of mortgage fees and related income (including the impact of MSR risk management activities) for the three and nine months ended September 30, 2010 and 2009.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010  2009  2010  2009 
 
RFS mortgage fees and related income
                
Net production revenue:
                
Production revenue
 $1,233  $395  $2,342  $1,635 
Repurchase losses
  (1,464)  (465)  (2,563)  (940)
 
Net production revenue
  (231)  (70)  (221)  695 
 
Net mortgage servicing revenue
                
Operating revenue:
                
Loan servicing revenue
  1,153   1,220   3,446   3,721 
Other changes in MSR asset fair value(a)
  (604)  (712)  (1,829)  (2,622)
 
Total operating revenue
  549   508   1,617   1,099 
 
Risk management:
                
Changes in MSR asset fair value due to inputs or assumptions in model(b)
  (1,497)  (1,099)  (5,177)  4,042 
Derivative valuation adjustments and other
  1,884   1,534   6,027   (2,523)
 
Total risk management
  387   435   850   1,519 
 
Total RFS net mortgage servicing revenue
  936   943   2,467   2,618 
 
All other(c)
  2   (30)  7   (85)
 
Mortgage fees and related income
 $707  $843  $2,253  $3,228 
 
(a) Includes changes in the MSR value due to modeled servicing portfolio runoff (or time decay). “Purchases, issuances, settlements, net” columns in the Changes in level 3 recurring fair value measurements tables in Note 3 on pages 119–123 of this Form 10-Q include these amounts.
 
(b) Represents MSR asset fair value adjustments due to changes in inputs, such as interest rates and volatility, as well as updates to assumptions used in the valuation model. “Total realized/unrealized gains/(losses)” columns in the Changes in level 3 recurring fair value measurements tables in Note 3 on pages 119–123 of this Form 10-Q include these amounts.
 
(c) Primarily represents risk management activities performed by the Chief Investment Office (“CIO”) in the Corporate sector.
The table below outlines the key economic assumptions used to determine the fair value of the Firm’s MSRs at September 30, 2010, and December 31, 2009; and it outlines the sensitivities of those fair values to immediate adverse changes in those assumptions, as defined below.
         
(in millions, except rates) September 30, 2010 December 31, 2009
 
Weighted-average prepayment speed assumption (CPR)
  18.32%  11.37%
Impact on fair value of 10% adverse change
 $(905) $(896)
Impact on fair value of 20% adverse change
  (1,744)  (1,731)
 
Weighted-average option adjusted spread
  4.18%  4.63%
Impact on fair value of 100 basis points adverse change
 $(390) $(641)
Impact on fair value of 200 basis points adverse change
  (749)  (1,232)
 
CPR: Constant prepayment rate.
The sensitivity analysis in the preceding table is hypothetical and should be used with caution. Changes in fair value based on changes in assumptions generally cannot be easily extrapolated, because the relationship of the change in the assumptions to the change in fair value may not be linear. Also, in this table, the effect that a change in a particular assumption may have on the fair value is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which might magnify or counteract the sensitivities.

169


Table of Contents

Other intangible assets
For the nine months ended September 30, 2010, purchased credit card relationships, other credit card–related intangibles, core deposit intangibles and other intangible assets decreased $639 million, primarily reflecting amortization expense.
The components of credit card relationships, core deposits and other intangible assets were as follows.
                         
  September 30, 2010 December 31, 2009
          Net         Net
  Gross Accumulated carrying Gross Accumulated carrying
(in millions) amount amortization value amount amortization value
 
Purchased credit card relationships
 $5,785  $4,811  $974  $5,783  $4,537  $1,246 
Other credit card–related intangibles
  898   281   617   894   203   691 
Core deposit intangibles
  4,280   3,321   959   4,280   3,073   1,207 
Other intangibles
  2,231   799   1,432(a)  2,200   723   1,477 
 
(a) The decrease from December 31, 2009 includes the elimination of servicing assets for auto and student loans as a result of the adoption of the new consolidation guidance related to VIEs.
Amortization expense
The Firm’s intangible assets with finite lives are amortized over their useful lives in a manner that best reflects the economic benefits of the intangible asset. Intangible assets of approximately $600 million consisting primarily of asset management advisory contracts, were determined to have an indefinite life and are not amortized.
The following table presents amortization expense related to credit card relationships, core deposits and other intangible assets.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Purchased credit card relationships
 $80  $99  $274  $323 
All other intangibles:
                
Other credit card–related intangibles
  26   24   78   70 
Core deposit intangibles
  82   96   248   294 
Other intangibles(a)
  30   35   96   107 
 
Total amortization expense
 $218  $254  $696  $794 
 
(a) Excludes amortization expense related to servicing assets on securitized automobile loans, which is recorded in lending- and deposit-related fees, of $1 million for the nine months ended September 30, 2009. Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs, which resulted in the elimination of those servicing assets.
Future amortization expense
The following table presents estimated future amortization expense related to credit card relationships, core deposits and other intangible assets.
                     
      Other credit      
  Purchased credit card–related Core deposit Other  
For the year: (in millions) card relationships intangibles intangibles intangibles Total
 
2010(a)
 $354  $105  $328  $129  $916 
2011
  291   103   284   118   796 
2012
  252   106   240   115   713 
2013
  213   103   195   111   622 
2014
  109   101   103   98   411 
 
(a) Includes $274 million, $78 million, $248 million and $96 million of amortization expense related to purchased credit card relationships, other credit card–related intangibles, core deposit intangibles and other intangibles, respectively, recognized during the first nine months of 2010.

170


Table of Contents

NOTE 17 — DEPOSITS
For further discussion of deposits, see Note 19 on page 218 in JPMorgan Chase’s 2009 Annual Report.
At September 30, 2010, and December 31, 2009, noninterest-bearing and interest-bearing deposits were as follows.
         
(in millions) September 30, 2010 December 31, 2009
 
U.S. offices:
        
Noninterest-bearing
 $219,302  $204,003 
Interest-bearing
        
Demand(a)
  15,983   15,964 
Savings(b)
  318,997   297,949 
Time (included $2,740 and $1,463 at fair value at September 30, 2010, and December 31, 2009, respectively)
  100,425   125,191 
 
Total interest-bearing deposits
  435,405   439,104 
 
Total deposits in U.S. offices
  654,707   643,107 
 
Non-U.S. offices:
        
Noninterest-bearing
  10,646   8,082 
Interest-bearing
        
Demand
  174,668   186,885 
Savings
  585   661 
Time (included $2,048 and $2,992 at fair value at September 30, 2010, and December 31, 2009, respectively)
  62,532   99,632 
 
Total interest-bearing deposits
  237,785   287,178 
 
Total deposits in non-U.S. offices
  248,431   295,260 
 
Total deposits
 $903,138  $938,367 
 
(a) Represents Negotiable Order of Withdrawal (“NOW”) accounts.
 
(b) Includes Money Market Deposit Accounts (“MMDAs”).
NOTE 18 — OTHER BORROWED FUNDS
The following table details the components of other borrowed funds.
         
(in millions) September 30, 2010 December 31, 2009
 
Advances from Federal Home Loan Banks(a)
 $15,906  $27,847 
Other
  35,736   27,893 
 
Total other borrowed funds(b)
 $51,642  $55,740 
 
(a) Maturities of advances from the FHLBs are $2.6 billion, $1.0 billion, $6.3 billion, $1.0 billion, and $4.0 billion in each of the 12-month periods ending September 30, 2011, 2012, 2013, 2014, and 2015, respectively, and $932 million maturing after September 30, 2015.
 
(b) Includes other borrowed funds of $10.4 billion and $5.6 billion accounted for at fair value at September 30, 2010, and December 31, 2009, respectively.

171


Table of Contents

NOTE 19 — EARNINGS PER SHARE
For a discussion of the computation of basic and diluted earnings per share (“EPS”), see Note 25 on page 224 of JPMorgan Chase’s 2009 Annual Report. The following table presents the calculation of basic and diluted EPS for the three and nine months ended September 30, 2010 and 2009.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions, except per share amounts) 2010  2009  2010  2009 
 
Basic earnings per share
                
Income before extraordinary gain
 $4,418  $3,512  $12,539  $8,374 
Extraordinary gain
     76      76 
 
Net income
  4,418   3,588   12,539   8,450 
Less: Preferred stock dividends
  160   163   485   1,165 
Less: Accelerated amortization from redemption of preferred stock issued to the U.S. Treasury
           1,112(c)
 
Net income applicable to common equity
  4,258   3,425   12,054   6,173(c)
Less: Dividends and undistributed earnings allocated to participating securities
  239   185   701   348 
 
Net income applicable to common stockholders
 $4,019  $3,240  $11,353  $5,825 
Total weighted-average basic shares outstanding
  3,954.3   3,937.9   3,969.4   3,835.0 
 
Per share
                
Income before extraordinary gain
 $1.02  $0.80  $2.86  $1.50(c)
Extraordinary gain
     0.02      0.02 
 
Net income
 $1.02  $0.82  $2.86  $1.52(c)
 
                 
  Three months ended September 30, Nine months ended September 30,
(in millions, except per share amounts) 2010  2009  2010  2009 
 
Diluted earnings per share
                
Net income applicable to common stockholders
 $4,019  $3,240  $11,353  $5,825 
Total weighted-average basic shares outstanding
  3,954.3   3,937.9   3,969.4   3,835.0 
Add: Employee stock options and SARs(a)
  17.6   24.1   21.3   13.3 
 
Total weighted-average diluted shares outstanding(b)
  3,971.9   3,962.0   3,990.7   3,848.3 
 
Per share
                
Income before extraordinary gain
 $1.01  $0.80  $2.84  $1.50(c)
Extraordinary gain
     0.02      0.01 
 
Net income
 $1.01  $0.82  $2.84  $1.51(c)
 
(a) Excluded from the computation of diluted EPS (due to the antidilutive effect) were options issued under employee benefit plans and the warrants originally issued in 2008 under the U.S. Treasury’s Capital Purchase Program to purchase shares of the Firm’s common stock aggregating 236 million and 241 million shares for the three months ended September 30, 2010 and 2009, respectively, and 233 million and 306 million shares for the nine months ended September 30, 2010 and 2009, respectively.
 
(b) Participating securities were included in the calculation of diluted EPS using the two-class method, as this computation was more dilutive than the calculation using the treasury stock method.
 
(c) The calculation of basic and diluted EPS and net income applicable to common equity for the nine months ended September 30, 2009, includes a one-time, noncash reduction of $1.1 billion, or $0.27 per share, resulting from repayment of U.S. Troubled Asset Relief Program (“TARP”) preferred capital.
NOTE 20 — ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)
Accumulated other comprehensive income/(loss) includes the after-tax change in unrealized gains and losses on AFS securities, foreign currency translation adjustments (including the impact of related derivatives), cash flow hedging activities and net loss and prior service cost/(credit) related to the Firm’s defined benefit pension and OPEB plans.
                     
              Net loss and prior  
              service costs/(credit) Accumulated
Nine months ended Unrealized Translation     of defined benefit other
September 30, 2010 gains/(losses) on adjustments,     pension and comprehensive
(in millions) AFS securities(b) net of hedges Cash flow hedges OPEB plans income/(loss)
 
Balance at January 1, 2010
 $2,032(c) $(16) $181  $(2,288) $(91)
Cumulative effect of changes in accounting principles(a)
  (144)           (144)
Net change
  2,839(d)  196(e)  142(f)  154(g)  3,331 
 
Balance at September 30, 2010
 $4,727(c) $180  $323  $(2,134) $3,096 
 

172


Table of Contents

                     
              Net loss and prior  
              service costs/(credit) Accumulated
Nine months ended Unrealized Translation     of defined benefit other
September 30, 2009 gains/(losses) on adjustments,     pension and comprehensive
(in millions) AFS securities(b) net of hedges Cash flow hedges OPEB plans income/(loss)
 
Balance at January 1, 2009
 $(2,101) $(598) $(202) $(2,786) $(5,687)
Net change
  4,983(d)  549(e)  293(f)  145(g)  5,970 
 
Balance at September 30, 2009
 $2,882  $(49) $91  $(2,641) $283 
 
(a) Reflects the effect of adoption of new accounting guidance related to the consolidation of VIEs, and to embedded credit derivatives in beneficial interests in securitized financial assets. AOCI decreased by $129 million due to the adoption of the new consolidation guidance related to VIEs as a result of the reversal of the fair value adjustments taken on retained AFS securities that were eliminated in consolidation; for further discussion see Note 15 on pages 155–167 of this Form 10-Q. AOCI decreased by $15 million due to the adoption of the new guidance related to credit derivatives embedded in certain of the Firm’s AFS securities; for further discussion, see Note 5 on pages 132–140 of this Form 10-Q.
 
(b) Represents the after-tax difference between the fair value and amortized cost of the AFS securities portfolio and retained interests in securitizations recorded in other assets.
 
(c) Includes after-tax unrealized losses of $(97) million and $(226) million not related to credit on debt securities for which credit losses have been recognized in income at September 30, 2010, and December 31, 2009, respectively.
 
(d) The net change for the nine months ended September 30, 2010, was due primarily to the narrowing of spreads on commercial and non-agency MBS as well as on collateralized loan obligations; also reflects increased market value on pass through MBS. The net change for the nine months ended September 30, 2009, was due primarily to the overall market spread and market liquidity improvement.
 
(e) Includes $187 million and $702 million at September 30, 2010 and 2009, respectively, of after-tax gains/(losses) on foreign currency translation from operations for which the functional currency is other than the U.S. dollar, and $9 million and $(153) million, respectively, of after-tax gains/(losses) on hedges. The Firm may not hedge its entire exposure to foreign currency translation on net investments in foreign operations.
 
(f) The net change for the nine months ended September 30, 2010, included $53 million of after-tax gains recognized in income, and $195 million of after-tax gains, representing the net change in derivative fair value that was reported in comprehensive income. The net change for the nine months ended September 30, 2009, included $117 million of after-tax gains recognized in income and $410 million of after-tax gains, representing the net change in derivative fair value that was reported in comprehensive income.
 
(g) The net changes for the nine months ended September 30, 2010 and 2009, were primarily due to after-tax adjustments based on the final year-end actuarial valuations for the U.S. and non-U.S. defined benefit pension and OPEB plans (for 2009 and 2008, respectively); and the amortization of net loss and prior service credit into net periodic benefit cost. The net change for 2009 also included an offset for a change in income tax rates.
NOTE 21 — COMMITMENTS AND CONTINGENCIES
For a discussion of the Firm’s commitments and contingencies, see Note 30 on page 230 of JPMorgan Chase’s 2009 Annual Report.
Litigation reserve
The Firm maintains litigation reserves for certain of its outstanding litigation. At September 30, 2010, the Firm and its subsidiaries were named as a defendant or were otherwise involved in several thousand legal proceedings, investigations and litigations in various jurisdictions around the world. The Firm’s material legal proceedings are described in Item 1: Legal Proceedings on pages 192–200 of this Form 10-Q (the “Legal Proceedings section”), to which reference is hereby made.
The Firm has established reserves for several hundred of its cases. The Firm accrues for a litigation-related liability when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. The Firm evaluates its litigations, proceedings and investigations each quarter to assess its litigation reserves, and makes adjustments in such reserves, upwards or downwards as appropriate, based on management’s best judgment after consultation with counsel. During the three and nine months ended September 30, 2010, the Firm incurred $1.5 billion and $5.2 billion, respectively, of litigation expense. There is no assurance that the Firm’s litigation reserves will not need to be adjusted in the future.

173


Table of Contents

The Firm’s legal proceedings range from cases involving a single plaintiff to class action lawsuits with classes involving thousands of plaintiffs. These cases involve each of the various lines of business of the Firm and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which are at preliminary stages of adjudication and/or present novel factual claims or legal theories. While some cases pending against the Firm specify the damages claimed by the plaintiff, many seek an indeterminate amount of damages or are at very early stages; and even where damages are specified by the plaintiff, such claimed amount may not correlate to reasonably possible losses or those that might be judicially determined to be payable by the Firm.
For those legal matters where damages have been specified by the plaintiff, such claimed damages may, in some instances, provide the upper end of the range of reasonably possible losses as previously defined. Accordingly, to assist the reader’s understanding of the potential magnitude of the matters at issue, the Firm has included in its current description of the status of each matter set forth in the Legal Proceedings section, for each particular matter where the information is available, the amount of damages claimed or publicly available information that pertains to the damages claimed where not so specified. The Firm does not believe that a range of reasonably possible losses (defined by the relevant accounting literature to include all potential losses other than those deemed “remote”) can be determined for the other asserted and probable unasserted claims as of September 30, 2010. This would require the Firm to make assessments regarding claims, or portion of claims, where actual damages have not been specified by the plaintiffs, or to assess novel claims or claims that are at preliminary stages of adjudication.
The Firm believes it has meritorious defenses to the claims asserted against it in its currently outstanding litigations, and it intends to defend itself vigorously in all its cases.
Based upon its current knowledge, after consultation with counsel and after taking into consideration its current litigation reserves, the Firm believes that the legal actions, proceedings and investigations currently pending against it should not have a material adverse effect on the Firm’s consolidated financial condition. However, in light of the uncertainties involved in such proceedings, actions and investigations, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves currently accrued by the Firm; as a result, the outcome of a particular matter may be material to JPMorgan Chase’s operating results for a particular period depending on, among other factors, the size of the loss or liability imposed and the level of JPMorgan Chase’s income for that period.
NOTE 22 — OFF–BALANCE SHEET LENDING-RELATED FINANCIAL INSTRUMENTS, GUARANTEES AND OTHER COMMITMENTS
JPMorgan Chase utilizes lending-related financial instruments (e.g., commitments and guarantees) to meet the financing needs of its customers. The contractual amount of these financial instruments represents the maximum possible credit risk should the counterparty draw upon the commitment or the Firm be required to fulfill its obligation under the guarantee, and the counterparty subsequently fail to perform according to the terms of the contract. These commitments and guarantees often expire without being drawn, and even higher proportions expire without a default. As a result, the total contractual amount of these instruments is not, in the Firm’s view, representative of its actual future credit exposure or funding requirements. For a discussion of off–balance sheet lending-related financial instruments and guarantees, and the Firm’s related accounting policies, see Note 31 on pages 230–234 of JPMorgan Chase’s 2009 Annual Report.
To provide for the risk of loss inherent in wholesale-related contracts, an allowance for credit losses on lending-related commitments is maintained. See Note 14 on pages 154–155 of this Form 10-Q for further discussion regarding the allowance for credit losses on lending-related commitments.
The following table summarizes the contractual amounts and carrying values of off–balance sheet lending-related financial instruments, guarantees and other commitments at September 30, 2010, and December 31, 2009. The amounts in the table below for credit card and home equity lending-related commitments represent the total available credit for these products. The Firm has not experienced, and does not anticipate, that all available lines of credit for these products will be utilized at the same time. The Firm can reduce or cancel these lines of credit by providing the borrower prior notice or, in some cases, without notice as permitted by law.

174


Table of Contents

Off–balance sheet lending-related financial instruments, guarantees and other commitments
                 
  Contractual amount Carrying value(i)
  September 30, December 31, September 30, December 31,
(in millions) 2010 2009 2010 2009
 
Lending-related
                
Consumer:
                
Home equity – senior lien
 $17,956  $19,246  $  $ 
Home equity – junior lien
  32,457   37,231       
Prime mortgage
  1,487   1,654       
Subprime mortgage
            
Option ARMs
            
Auto loans
  5,892   5,467   2   7 
Credit card
  547,195   569,113       
All other loans
  10,483   11,229   5   5 
 
Total consumer
  615,470   643,940   7   12 
 
Wholesale:
                
Other unfunded commitments to extend credit(a)(b)
  198,587   192,145   410   356 
Asset purchase agreements(b)
     22,685      126 
Standby letters of credit and other financial guarantees(a)(c)(d)
  93,055   91,485   816   919 
Unused advised lines of credit
  40,598   35,673       
Other letters of credit(a)(d)
  6,372   5,167   1   1 
 
Total wholesale
  338,612   347,155   1,227   1,402 
 
Total lending-related
 $954,082  $991,095  $1,234  $1,414 
 
Other guarantees and commitments
                
Securities lending guarantees(e)
 $183,715  $170,777  NA NA
Derivatives qualifying as guarantees(f)
  74,077   87,191  $678  $762 
Unsettled reverse repurchase and securities borrowing agreements
  63,806   48,187       
Equity investment commitments(g)
  2,285   2,374       
Building purchase commitment
  670   670       
Loan sale and securitization-related indemnifications:
                
Repurchase liability(h)
 NA NA  3,307   1,705 
Loans sold with recourse
  11,191   13,544   152   271 
 
(a) At September 30, 2010, and December 31, 2009, represents the contractual amount net of risk participations totaling $546 million and $643 million, respectively, for other unfunded commitments to extend credit; $23.2 billion and $24.6 billion, respectively, for standby letters of credit and other financial guarantees; and $890 million and $690 million, respectively, for other letters of credit. In regulatory filings with the Federal Reserve these commitments are shown gross of risk participations.
 
(b) Upon the adoption of the new consolidation guidance related to VIEs, $24.2 billion of lending-related commitments between the Firm and Firm-administered multi-seller conduits were eliminated upon consolidation. The decrease in lending-related commitments was partially offset by the addition of $6.5 billion of unfunded commitments directly between the multi-seller conduits and clients; these unfunded commitments of the consolidated conduits are now included as off–balance sheet lending-related commitments of the Firm.
 
(c) At September 30, 2010, and December 31, 2009, includes unissued standby letters of credit commitments of $40.9 billion and $38.4 billion, respectively.
 
(d) At September 30, 2010, and December 31, 2009, JPMorgan Chase held collateral relating to $36.0 billion and $31.5 billion, respectively, of standby letters of credit; and $2.4 billion and $1.3 billion, respectively, of other letters of credit.
 
(e) At September 30, 2010, and December 31, 2009, collateral held by the Firm in support of securities lending indemnification agreements totaled $185.7 billion and $173.2 billion, respectively. Securities lending collateral comprises primarily cash and securities issued by governments that are members of the Organisation for Economic Co-operation and Development (“OECD”) and U.S. government agencies.
 
(f) Represents notional amounts of derivatives qualifying as guarantees. The carrying value at September 30, 2010, and December 31, 2009, reflects derivative payables of $902 million and $981 million, respectively, less derivative receivables of $224 million and $219 million, respectively.
 
(g) At September 30, 2010, and December 31, 2009, includes unfunded commitments of $1.1 billion and $1.5 billion, respectively, to third-party private equity funds; and $1.2 billion and $897 million, respectively, to other equity investments. These commitments include $1.0 billion and $1.5 billion, respectively, related to investments that are generally fair valued at net asset value as discussed in Note 3 on pages 114–128 of this Form 10-Q.
 
(h) Represents estimated repurchase liability related to indemnifications for breaches of representations and warranties in loan sale and securitization agreements. For additional information, see Loan sale and securitization-related indemnifications on pages 177–178 of this Note.
 
(i) For lending-related products, the carrying value represents the allowance for lending-related commitments and the guarantee liability. For derivative-related products, the carrying value represents the fair value. For all other products the carrying value represents the valuation reserve.

175


Table of Contents

Other unfunded commitments to extend credit
Other unfunded commitments to extend credit include commitments to U.S. states and municipalities, hospitals and other not-for-profit entities to provide funding for periodic tenders of their variable-rate demand bond obligations or commercial paper. Performance by the Firm is required in the event that the variable-rate demand bonds or commercial paper cannot be remarketed to new investors. The amount of commitments related to variable-rate demand bonds and commercial paper of U.S. states and municipalities, hospitals and not-for-profit entities was $19.5 billion and $23.3 billion at September 30, 2010, and December 31, 2009, respectively. Similar commitments exist to extend credit in the form of liquidity facility agreements with nonconsolidated municipal bond VIEs. For further information, see Note 15 on pages 155–167 of this Form 10-Q.
Also included in other unfunded commitments to extend credit are commitments to noninvestment-grade counterparties in connection with leveraged and acquisition finance activities. The acquisition-related commitments are dependent on whether the acquisition by the borrower is successful, tend to be short-term in nature and, in most cases, are subject to certain conditions based on the borrower’s financial condition or other factors. The amounts of commitments related to leveraged and acquisition finance activities were $5.6 billion and $7.0 billion at September 30, 2010, and December 31, 2009, respectively. For further information, see Note 3 and Note 4 on pages 114–128 and 129–131 respectively, of this Form 10-Q.
Guarantees
The Firm considers the following off–balance sheet lending-related arrangements to be guarantees under U.S. GAAP: standby letters of credit and financial guarantees, securities lending indemnifications, certain indemnification agreements included within third-party contractual arrangements and certain derivative contracts. For a further discussion of the off–balance sheet lending-related arrangements the Firm considers to be guarantees, and the related accounting policies, see Note 31 on pages 230–234 of JPMorgan Chase’s 2009 Annual Report. The amount of the liability, and corresponding asset, related to guarantees recorded at September 30, 2010, and December 31, 2009, excluding the allowance for credit losses on lending-related commitments and derivative contracts discussed below, was $361 million and $475 million, respectively.
Standby letters of credit
Standby letters of credit (“SBLC”) and other financial guarantees are conditional lending commitments issued by the Firm to guarantee the performance of a customer to a third party under certain arrangements, such as commercial paper facilities, bond financings, acquisition financings, trade and similar transactions. The carrying values of standby and other letters of credit were $817 million and $920 million at September 30, 2010, and December 31, 2009, respectively, which was classified in accounts payable and other liabilities on the Consolidated Balance Sheets; these carrying values include $456 million and $553 million, respectively, for the allowance for lending-related commitments, and $361 million and $367 million, respectively, for the guarantee liability.
The following table summarizes the types of facilities under which standby letters of credit and other letters of credit arrangements are outstanding by the ratings profiles of the Firm’s customers, as of September 30, 2010, and December 31, 2009.
Standby letters of credit and other financial guarantees and other letters of credit
                 
  September 30, 2010 December 31, 2009
  Standby letters of     Standby letters of  
  credit and other Other letters credit and other Other letters
(in millions) financial guarantees of credit financial guarantees of credit
 
Investment-grade(a)
 $69,170  $5,302  $66,786  $3,861 
Noninvestment-grade(a)
  23,885   1,070   24,699   1,306 
 
Total contractual amount(b)
 $93,055(c) $6,372  $91,485(c) $5,167 
 
Allowance for lending-related commitments
 $455  $1  $552  $1 
Commitments with collateral
  35,991   2,381   31,454   1,315 
 
(a) The ratings scale is based on the Firm’s internal ratings which generally correspond to ratings as defined by S&P and Moody’s.
 
(b) At September 30, 2010, and December 31, 2009, represents contractual amount net of risk participations totaling $23.2 billion and $24.6 billion, respectively, for standby letters of credit and other financial guarantees; and $890 million and $690 million, respectively, for other letters of credit. In regulatory filings with the Federal Reserve these commitments are shown gross of risk participations.
 
(c) At September 30, 2010, and December 31, 2009, includes unissued standby letters of credit commitments of $40.9 billion and $38.4 billion, respectively.

176


Table of Contents

Derivatives qualifying as guarantees
In addition to the contracts described above, the Firm transacts certain derivative contracts that meet the characteristics of a guarantee under U.S. GAAP. The total notional value of the derivatives that the Firm deems to be guarantees was $74.1 billion and $87.2 billion at September 30, 2010, and December 31, 2009, respectively. The notional value generally represents the Firm’s maximum exposure to derivatives qualifying as guarantees, although exposure to certain stable value derivatives is contractually limited to a substantially lower percentage of the notional value. The fair value of the contracts reflects the probability of whether the Firm will be required to perform under the contract. The fair value related to derivative guarantees were derivative payables of $902 million and $981 million and derivative receivables of $224 million and $219 million at September 30, 2010, and December 31, 2009, respectively. The Firm reduces exposures to these contracts by entering into offsetting transactions, or by entering into contracts that hedge the market risk related to the derivative guarantees.
In addition to derivative contracts that meet the characteristics of a guarantee, the Firm is both a purchaser and seller of credit protection in the credit derivatives market. For a further discussion of credit derivatives, see Note 5 on pages 132–140 of this Form 10-Q, and Note 5 on pages 167–175 of JPMorgan Chase’s 2009 Annual Report.
Unsettled reverse repurchase and securities borrowing agreements
In the normal course of business, the Firm enters into reverse repurchase agreements and securities borrowing agreements that settle at a future date. These agreements generally do not meet the definition of a derivative, and therefore, are not recorded on the Consolidated Balance Sheets until settlement date. At September 30, 2010, and December 31, 2009, the amount of commitments related to forward starting reverse repurchase agreements and securities borrowing agreements were $17.6 billion and $23.4 billion, respectively. Commitments related to unsettled reverse repurchase agreements and securities borrowing agreements with regular way settlement periods were $46.2 billion and $24.8 billion at September 30, 2010, and December 31, 2009, respectively.
Loan sale- and securitization-related indemnifications
Indemnifications for breaches of representations and warranties
As part of the Firm’s loan sale and securitization activities, the Firm generally makes representations and warranties in its loan sale and securitization agreements that the loans sold meet certain requirements. These agreements may require the Firm (including in its roles as a servicer) to repurchase the loan, purchase the property if the loan has already been foreclosed upon, and/or reimburse the purchaser for losses if the foreclosed property has been liquidated (commonly referred to as a “make-whole payment”) if the Firm is deemed to have breached such representations or warranties. Generally, the maximum amount of future payments the Firm would be required to make for breaches under these representations and warranties would be equal to the unpaid principal balance of such loans that are deemed to have defects sold to purchasers (including securitization-related SPEs) plus, in certain circumstances, accrued and unpaid interest on such loans and certain expense. At September 30, 2010, and December 31, 2009, the Firm had recorded repurchase liabilities of $3.3 billion and $1.7 billion, respectively, which are reported in accounts payable and other liabilities net of probable recoveries from third parties. The Firm does not believe a range of reasonably possible loss (as defined by the relevant accounting literature) related to its repurchase liability can be determined for asserted and probable unasserted claims as of September 30, 2010.
For additional information, see Note 13 and Note 15 on pages 149–154 and 155–167, respectively, of this Form 10-Q, and Note 13 and Note 15 on pages 192–196 and 198–205, respectively, of JPMorgan Chase’s 2009 Annual Report.

177


Table of Contents

Loans sold with recourse
The Firm provides servicing for mortgages and certain commercial lending products on both a recourse and nonrecourse basis. In nonrecourse servicing, the principal credit risk to the Firm is the cost of temporary servicing advances of funds (i.e., normal servicing advances). In recourse servicing, the servicer agrees to share credit risk with the owner of the mortgage loans, such as Fannie Mae or Freddie Mac or a private investor, insurer or guarantor. Losses on recourse servicing predominantly occur when foreclosure sales proceeds of the property underlying a defaulted loan are less than the sum of the outstanding principal balance, plus accrued interest on the loan and the cost of holding and disposing of the underlying property. The Firm’s securitizations are predominantly nonrecourse, thereby effectively transferring the risk of future credit losses to the purchaser of the mortgage-backed securities issued by the trust. At September 30, 2010, and December 31, 2009, the unpaid principal balance of loans sold with recourse totaled $11.2 billion and $13.5 billion, respectively. The carrying value of the related liability that the Firm has recorded, which is representative of the Firm’s view of the likelihood it will have to perform under this guarantee, was $152 million and $271 million at September 30, 2010, and December 31, 2009, respectively.
Building purchase commitment
In connection with the Bear Stearns merger, the Firm succeeded to an operating lease arrangement for the building located at 383 Madison Avenue in New York City (the “Synthetic Lease”). Under the terms of the Synthetic Lease, the Firm was obligated to a maximum residual value guarantee of approximately $670 million if the building were sold and the proceeds of the sale were insufficient to satisfy the lessor’s debt obligation. The Firm subsequently served notice to purchase the property upon expiration of the lease on November 1, 2010. Accordingly, the residual value guarantee was reclassified as a building purchase commitment. On November 1, 2010, the Firm purchased the 383 Madison Avenue building.
NOTE 23 – BUSINESS SEGMENTS
The Firm is managed on a line of business basis. There are six major reportable business segments — Investment Bank, Retail Financial Services, Card Services, Commercial Banking, Treasury & Securities Services and Asset Management, as well as a Corporate/Private Equity segment. The business segments are determined based on the products and services provided, or the type of customer served, and they reflect the manner in which financial information is currently evaluated by management. Results of these lines of business are presented on a managed basis. For a definition of managed basis, see the footnotes to the table below. For a further discussion concerning JPMorgan Chase’s business segments, see Business Segment Results on page 20 of this Form 10-Q, and pages 53–54 and Note 34 on pages 237–239 of JPMorgan Chase’s 2009 Annual Report.
Segment results
The following tables provide a summary of the Firm’s segment results for the three and nine months ended September 30, 2010, and 2009, on a managed basis. Prior to the January 1, 2010, adoption of the new consolidation guidance related to VIEs, the impact of credit card securitization adjustments had been included in reconciling items so that the total Firm results are on a reported basis. Finally, total net revenue (noninterest revenue and net interest income) for each of the segments is presented on a tax-equivalent basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits are presented in the managed results on a basis comparable to taxable securities and investments. This approach allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The corresponding income tax impact related to these items is recorded within income tax expense/(benefit).

178


Table of Contents

Effective January 1, 2010, the Firm enhanced its line of business equity framework to better align equity assigned to each line of business with the changes anticipated to occur in the business, and the competitive and regulatory landscape. The lines of business are now capitalized based on the Tier 1 common standard rather than the Tier 1 capital standard.
Segment results and reconciliation(a)
                 
Three months ended September 30, 2010 Investment Retail Financial Card Commercial
(in millions, except ratios) Bank Services Services(d) Banking
 
Noninterest revenue
 $3,462  $2,788  $806  $547 
Net interest income
  1,891   4,858   3,447   980 
 
Total net revenue
  5,353   7,646   4,253   1,527 
Provision for credit losses
  (142)  1,548   1,633   166 
Credit reimbursement (to)/from TSS(b)
            
Noninterest expense(c)
  3,704   4,517   1,445   560 
 
Income before income tax expense
  1,791   1,581   1,175   801 
Income tax expense
  505   674   440   330 
 
Net income
 $1,286  $907  $735  $471 
 
Average common equity
 $40,000  $28,000  $15,000  $8,000 
Average assets
  746,926   375,968   141,029   130,237 
Return on average common equity
  13%  13%  19%  23%
Overhead ratio
  69   59   34   37 
 
                     
Three months ended September 30, 2010 Treasury & Asset Corporate/ Reconciling  
(in millions, except ratios) Securities Services Management Private Equity  Items(d)(e) Total
 
Noninterest revenue
 $1,172  $1,780  $1,213  $(446) $11,322 
Net interest income/(loss)
  659   392   371   (96)  12,502 
 
Total net revenue
  1,831   2,172   1,584   (542)  23,824 
Provision for credit losses
  (2)  23   (3)     3,223 
Credit reimbursement (to)/from TSS(b)
  (31)        31    
Noninterest expense(c)
  1,410   1,488   1,274      14,398 
 
Income before income tax expense/ (benefit)
  392   661   313   (511)  6,203 
Income tax expense/(benefit)
  141   241   (35)  (511)  1,785 
 
Net income
 $251  $420  $348  $  $4,418 
 
Average common equity
 $6,500  $6,500  $59,962  $  $163,962 
Average assets
  42,445   64,911   539,597  NA  2,041,113 
Return on average common equity
  15%  26% NM NM  10%
Overhead ratio
  77   69  NM NM  60 
 
                 
Three months ended September 30, 2009 Investment Retail Financial Card Commercial
(in millions, except ratios) Bank Services Services(d) Banking
 
Noninterest revenue
 $5,253  $3,064  $831  $474 
Net interest income
  2,255   5,154   4,328   985 
 
Total net revenue
  7,508   8,218   5,159   1,459 
Provision for credit losses
  379   3,988   4,967   355 
Credit reimbursement (to)/from TSS(b)
            
Noninterest expense(c)
  4,274   4,196   1,306   545 
 
Income/(loss) before income tax expense/(benefit) and extraordinary gain
  2,855   34   (1,114)  559 
Income tax expense/(benefit)
  934   27   (414)  218 
 
Income/(loss) before extraordinary gain
  1,921   7   (700)  341 
Extraordinary gain
            
 
Net income/(loss)
 $1,921  $7  $(700) $341 
 
Average common equity
 $33,000  $25,000  $15,000  $8,000 
Average assets
  678,796   401,620   192,141   130,316 
Return on average common equity
  23%  %  (19)%  17%
Overhead ratio
  57   51   25   37 
 

179


Table of Contents

                     
Three months ended September 30, 2009 Treasury & Asset Corporate/ Reconciling  
(in millions, except ratios) Securities Services Management Private Equity  Items(d)(e) Total
 
Noninterest revenue
 $1,137  $1,681  $1,563  $(118) $13,885 
Net interest income/(loss)
  651   404   1,031   (2,071)  12,737 
 
Total net revenue
  1,788   2,085   2,594   (2,189)  26,622 
Provision for credit losses
  13   38   62   (1,698)  8,104 
Credit reimbursement (to)/from TSS(b)
  (31)        31    
Noninterest expense(c)
  1,280   1,351   503      13,455 
 
Income before income tax expense/(benefit) and extraordinary gain
  464   696   2,029   (460)  5,063 
Income tax expense/(benefit)
  162   266   818   (460)  1,551 
 
Income before extraordinary gain
  302   430   1,211      3,512 
Extraordinary gain
        76      76 
 
Net income
 $302  $430  $1,287  $  $3,588 
 
Average common equity
 $5,000  $7,000  $56,468  $  $149,468 
Average assets
  33,117   60,345   585,620   (82,779)  1,999,176 
Return on average common equity(f)
  24%  24%  NM   NM   9%
Overhead ratio
  72   65   NM   NM   51 
 
                 
Nine months ended September 30, 2010 Investment Retail Financial Card Commercial
(in millions, except ratios) Bank Services Services(d) Banking
 
Noninterest revenue
 $14,085  $8,532  $2,425  $1,593 
Net interest income
  5,919   14,699   10,492   2,836 
 
Total net revenue
  20,004   23,231   12,917   4,429 
Provision for credit losses
  (929)  6,996   7,366   145 
Credit reimbursement (to)/from TSS(b)
            
Noninterest expense(c)
  13,064   13,040   4,283   1,641 
 
Income before income tax expense
  7,869   3,195   1,268   2,643 
Income tax expense
  2,731   1,377   493   1,089 
 
Net income
 $5,138  $1,818  $775  $1,554 
 
Average common equity
 $40,000  $28,000  $15,000  $8,000 
Average assets
  711,277   383,848   148,212   132,176 
Return on average common equity
  17%  9%  7%  26%
Overhead ratio
  65   56   33   37 
 
                     
Nine months ended September 30, 2010 Treasury & Asset Corporate/ Reconciling  
(in millions, except ratios) Securities Services Management Private Equity  Items(d)(e) Total
 
Noninterest revenue
 $3,545  $5,253  $3,597  $(1,333) $37,697 
Net interest income/(loss)
  1,923   1,118   2,194   (282)  38,899 
 
Total net revenue
  5,468   6,371   5,791   (1,615)  76,596 
Provision for credit losses
  (57)  63   12      13,596 
Credit reimbursement (to)/from TSS(b)
  (91)        91    
Noninterest expense(c)
  4,134   4,335   4,656      45,153 
 
Income before income tax expense/(benefit)
  1,300   1,973   1,123   (1,524)  17,847 
Income tax expense/(benefit)
  478   770   (106)  (1,524)  5,308 
 
Net income
 $822  $1,203  $1,229  $  $12,539 
 
Average common equity
 $6,500  $6,500  $55,737  $  $159,737 
Average assets
  41,211   63,629   560,803  NA  2,041,156 
Return on average common equity
  17%  25%  NM   NM   10%
Overhead ratio
  76   68   NM   NM   59 
 

180


Table of Contents

                 
Nine months ended September 30, 2009 Investment Retail Financial Card Commercial
(in millions, except ratios) Bank Services Services(d) Banking
 
Noninterest revenue
 $15,778  $9,601  $2,035  $1,354 
Net interest income
  7,402   15,422   13,121   2,960 
 
Total net revenue
  23,180   25,023   15,156   4,314 
Provision for credit losses
  2,460   11,711   14,223   960 
Credit reimbursement (to)/from TSS(b)
            
Noninterest expense(c)
  13,115   12,446   3,985   1,633 
 
Income/(loss) before income tax expense/(benefit) and extraordinary gain
  7,605   866   (3,052)  1,721 
Income tax expense/(benefit)
  2,607   370   (1,133)  674 
 
Income/(loss) before extraordinary gain
  4,998   496   (1,919)  1,047 
Extraordinary gain
            
 
Net income/(loss)
 $4,998  $496  $(1,919) $1,047 
 
Average common equity
 $33,000  $25,000  $15,000  $8,000 
Average assets
  707,396   411,693   195,517   137,248 
Return on average common equity
  20%  3%  (17)%  17%
Overhead ratio
  57   50   26   38 
 
                     
              
Nine months ended September 30, 2009 Treasury & Asset Corporate/ Reconciling  
(in millions, except ratios) Securities Services Management Private Equity Items(d)(e) Total
 
Noninterest revenue
 $3,530  $4,549  $1,665  $(16) $38,496 
Net interest income
  1,979   1,221   2,885   (6,216)  38,774 
 
Total net revenue
  5,509   5,770   4,550   (6,232)  77,270 
Provision for credit losses
  2   130   71   (4,826)  24,731 
Credit reimbursement (to)/from TSS(b)
  (91)        91    
Noninterest expense(c)
  3,887   4,003   1,279      40,348 
 
Income before income tax expense and extraordinary gain
  1,529   1,637   3,200   (1,315)  12,191 
Income tax expense
  540   631   1,443   (1,315)  3,817 
 
Income before extraordinary gain
  989   1,006   1,757      8,374 
Extraordinary gain
        76      76 
 
Net income
 $989  $1,006  $1,833  $  $8,450 
 
Average common equity
 $5,000  $7,000  $49,322  $  $142,322 
Average assets
  35,753   59,309   570,107   (82,383)  2,034,640 
Return on average common equity(f)
  26%  19% NM NM  6%
Overhead ratio
  71   69  NM NM  52 
 
(a) In addition to analyzing the Firm’s results on a reported basis, management reviews the Firm’s lines of business results on a “managed basis,” which is a non-GAAP financial measure. The Firm’s definition of managed basis starts with the reported U.S. GAAP results and includes certain reclassifications that do not have any impact on net income as reported by the lines of business or by the Firm as a whole.
 
(b) In the second quarter of 2009, IB began reporting a credit reimbursement from TSS as a component of total net revenue, whereas TSS reports the credit reimbursement as a separate line item on its income statement (not part of net revenue). Reconciling items include an adjustment to offset IB’s inclusion of the credit reimbursement in total net revenue.
(c) Includes merger costs, which are reported in the Corporate/Private Equity segment. Merger costs attributed to the business segments for the three and nine months ended September 30, 2010 and 2009, were as follows.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Investment Bank
 $  $5  $  $21 
Retail Financial Services
     54      238 
Card Services
     3      39 
Commercial Banking
     1      6 
Treasury & Securities Services
     3      10 
Asset Management
     1      4 
Corporate/Private Equity
     36      133 
 
(d) Effective January 1, 2010, the Firm adopted new consolidation guidance related to VIEs. Prior to the adoption of the new guidance, managed results for credit card excluded the impact of credit card securitizations on total net revenue, provision for credit losses and average assets, as JPMorgan Chase treated the sold receivables as if they were still on the balance sheet in evaluating the credit performance of the entire managed credit card portfolio, as operations are funded, and decisions are made about allocating resources, such as employees and capital, based on managed information. These adjustments are eliminated in reconciling items to arrive at the Firm’s reported U.S. GAAP results. The related securitization adjustments were as follows.

181


Table of Contents

                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Noninterest revenue
 NA $(285) NA $(1,119)
Net interest income
 NA  1,983  NA  5,945 
Provision for credit losses
 NA  1,698  NA  4,826 
Average assets
 NA  82,779  NA  82,383 
 
(e) Segment managed results reflect revenue on a tax-equivalent basis, with the corresponding income tax impact recorded within income tax expense. These adjustments are eliminated in reconciling items to arrive at the Firm’s reported U.S. GAAP results. Tax-equivalent adjustments for the three and nine months ended September 30, 2010 and 2009, were as follows.
                 
  Three months ended September 30, Nine months ended September 30,
(in millions) 2010 2009 2010 2009
 
Noninterest revenue
 $415  $371  $1,242  $1,043 
Net interest income
  96   89   282   272 
Income tax expense
  511   460   1,524   1,315 
 
(f) Ratio is based on income/(loss) before extraordinary gain.

182


Table of Contents

JPMORGAN CHASE & CO.
CONSOLIDATED AVERAGE BALANCE SHEETS, INTEREST AND RATES(a)
(Taxable-Equivalent Interest and Rates; in millions, except rates)
                         
  Three months ended September 30, 2010 Three months ended September 30, 2009
  Average     Rate Average     Rate
(in millions, except rates) balance Interest (annualized) balance Interest (annualized)
 
Assets
                        
Deposits with banks
 $38,747  $82   0.85% $62,248  $130   0.83%
Federal funds sold and securities purchased under resale agreements
  192,099   448   0.92   151,705   368   0.96 
Securities borrowed
  121,302   66   0.22   129,301   (30)  (0.09)
Trading assets — debt instruments
  251,790   2,775   4.37   250,148   3,017   4.78 
Securities
  327,798   2,207   2.67(e)  359,451   3,281   3.62(e)
Loans
  693,791   9,978   5.71   665,386   9,450   5.64 
Other assets(b)
  36,912   146   1.57   24,155   133   2.18 
 
Total interest-earning assets
 $1,662,439   15,702   3.75   1,642,394   16,349   3.95 
Allowance for loan losses
  (35,562)          (29,319)        
Cash and due from banks
  29,963           21,256         
Trading assets — equity instruments
  96,200           66,790         
Trading assets — derivative receivables
  92,857           99,807         
Goodwill
  48,745           48,328         
Other intangible assets:
                        
Mortgage servicing rights
  10,807           14,384         
Purchased credit card relationships
  1,013           1,389         
Other intangibles
  3,081           3,595         
Other assets
  131,570           130,552         
 
Total assets
 $2,041,113          $1,999,176         
 
 
                        
Liabilities
                        
Interest-bearing deposits
 $659,027  $846   0.51% $660,998  $1,086   0.65%
Federal funds purchased and securities loaned or sold under repurchase agreements
  281,171   (199)(d)  (0.28)(d)  303,175   150   0.20 
Commercial paper
  34,523   18   0.20   42,728   24   0.23 
Trading liabilities — debt instruments
  73,278   487   2.64   47,467   539   4.50 
Other borrowings and liabilities(c)
  130,191   176   0.54   131,518   228   0.69 
Beneficial interests issued by consolidated VIEs
  83,928   287   1.36   19,351   70   1.43 
Long-term debt
  252,097   1,489   2.34   271,281   1,426   2.09 
 
Total interest-bearing liabilities
  1,514,215   3,104   0.81   1,476,518   3,523   0.95 
Noninterest-bearing deposits
  213,700           191,821         
Trading liabilities — equity instruments
  6,560           12,376         
Trading liabilities — derivative payables
  69,350           75,458         
All other liabilities, including the allowance for lending-related commitments
  65,335           85,383         
 
Total liabilities
  1,869,160           1,841,556         
 
Stockholders’ equity
                        
Preferred stock
  7,991           8,152         
Common stockholders’ equity
  163,962           149,468         
 
Total stockholders’ equity
  171,953           157,620         
 
Total liabilities and stockholders’ equity
 $2,041,113          $1,999,176         
 
Interest rate spread
          2.94%          3.00%
Net interest income and net yield on interest-earning assets
     $12,598   3.01%     $12,826   3.10%
 
(a) Effective January 1, 2010, the Firm adopted new guidance that amended the accounting for the transfer of financial assets and the consolidation of VIEs. For further details regarding the Firm’s application and impact of the new guidance, see Note 15 on pages 155–167 of this Form 10-Q.
 
(b) Includes margin loans.
 
(c) Includes brokerage customer payables and advances from Federal Home Loan Banks.
 
(d) Reflects a benefit from the favorable market environments for dollar-roll financings in the third quarter of 2010.
 
(e) For the quarters ended September 30, 2010 and 2009, the annualized rates for AFS securities, based on amortized cost, were 2.74% and 3.64%, respectively.

183


Table of Contents

JPMORGAN CHASE & CO.
CONSOLIDATED AVERAGE BALANCE SHEETS, INTEREST AND RATES(a)
(Taxable-Equivalent Interest and Rates; in millions, except rates)
                         
  Nine months ended September 30, 2010 Nine months ended September 30, 2009
  Average     Rate Average     Rate
(in millions, except rates) balance Interest (annualized) balance Interest (annualized)
 
Assets
                        
Deposits with banks
 $53,811  $269   0.67% $72,849  $819   1.50%
Federal funds sold and securities purchased under resale agreements
  183,983   1,253   0.91   151,606   1,386   1.22 
Securities borrowed
  116,554   127   0.15   124,127   (40)  (0.04)
Trading assets — debt instruments
  248,484   8,167   4.39   249,223   9,294   4.99 
Securities
  330,853   7,715   3.12(e)  331,981   9,377   3.78(e)
Loans
  707,924   30,545   5.77   696,526   29,799   5.72 
Other assets(b)
  33,108   376   1.52   29,389   372   1.69 
 
Total interest-earning assets
 $1,674,717   48,452   3.87   1,655,701   51,007   4.12 
Allowance for loan losses
  (37,464)          (26,725)        
Cash and due from banks
  31,173           23,740         
Trading assets — equity instruments
  91,697           64,363         
Trading assets — derivative receivables
  83,702           118,560         
Goodwill
  48,546           48,225         
Other intangible assets:
                        
Mortgage servicing rights
  13,475           12,605         
Purchased credit card relationships
  1,103           1,485         
Other intangibles
  3,118           3,729         
Other assets
  131,089           132,957         
 
Total assets
 $2,041,156          $2,034,640         
 
 
                        
Liabilities
                        
Interest-bearing deposits
 $668,403  $2,573   0.51% $689,660  $3,937   0.76%
Federal funds purchased and securities loaned or sold under repurchase agreements
  275,607   (279)(d)  (0.14)(d)  273,368   519   0.25 
Commercial paper
  36,503   53   0.19   37,964   86   0.30 
Trading liabilities — debt instruments
  70,266   1,479   2.81   43,637   1,306   4.00 
Other borrowings and liabilities(c)
  128,377   513   0.53   163,867   997   0.81 
Beneficial interests issued by consolidated VIEs
  90,654   923   1.36   14,569   165   1.52 
Long-term debt
  256,858   4,009   2.09   268,158   4,951   2.47 
 
Total interest-bearing liabilities
  1,526,668   9,271   0.81   1,491,223   11,961   1.07 
Noninterest-bearing deposits
  207,846           196,270         
Trading liabilities — equity instruments
  5,838           12,814         
Trading liabilities — derivative payables
  63,688           82,781         
All other liabilities, including the allowance for lending-related commitments
  69,281           86,501         
 
Total liabilities
  1,873,321           1,869,589         
 
Stockholders’ equity
                        
Preferred stock
  8,098           22,729         
Common stockholders’ equity
  159,737           142,322         
 
Total stockholders’ equity
  167,835           165,051         
 
Total liabilities and stockholders’ equity
 $2,041,156          $2,034,640         
 
Interest rate spread
          3.06%          3.05%
Net interest income and net yield on interest-earning assets
     $39,181   3.13%     $39,046   3.15%
 
(a) Effective January 1, 2010, the Firm adopted new guidance that amended the accounting for the transfer of financial assets and the consolidation of VIEs. For further details regarding the Firm’s application and impact of the new guidance, see Note 15 on pages 155–167 of this Form 10-Q.
 
(b) Includes margin loans.
 
(c) Includes brokerage customer payables and advances from Federal Home Loan Banks.
 
(d) Reflects a benefit from the favorable market environments for dollar-roll financings during the nine months ended September 30, 2010.
 
(e) For the nine months ended September 30, 2010 and 2009, the annualized rates for AFS securities, based on amortized cost, were 3.18% and 3.77%, respectively.

184


Table of Contents

GLOSSARY OF TERMS
ACH: Automated Clearing House.
Advised lines of credit: An authorization which specifies the maximum amount of a credit facility the Firm has made available to an obligor on a revolving but non-binding basis. The borrower receives written or oral advice of this facility. The Firm may cancel this facility at any time.
Allowance for loan losses to total loans: Represents period-end Allowance for loan losses divided by retained loans.
Assets under management: Represent assets actively managed by AM on behalf of Private Banking, Institutional, and Retail clients. Includes “Committed Capital notCalled”, on which AM earns fees. Excludes assets managed by American Century Companies, Inc. in which the Firm has a 41% ownership interest as of September 30, 2010.
Assets under supervision: Represent assets under management, as well as custody, brokerage, administration and deposit accounts.
Average managed assets: Refers to total assets on the Firm’s Consolidated Balance Sheets plus credit card receivables that have been securitized and removed from the Firm’s Consolidated Balance Sheets, for periods ended prior to the January 1, 2010, adoption of new FASB guidance requiring the consolidation of the Firm-sponsored credit card securitization trusts.
Bear Stearns merger: Effective May 30, 2008, JPMorgan Chase merged with The Bear Stearns Companies Inc. (“Bear Stearns”), and Bear Stearns became a wholly-owned subsidiary of JPMorgan Chase. The final total purchase price to complete the merger was $1.5 billion. For additional information, see Note 2 on pages 143–148 of JPMorgan Chase’s 2009 Annual Report.
Beneficial interest issued by consolidated VIEs: Represents the interest of third-party holders of debt/equity securities, or other obligations, issued by VIEs that JPMorgan Chase consolidates. The underlying obligations of the VIEs consist of short-term borrowings, commercial paper and long-term debt. The related assets consist of trading assets, available-for-sale securities, loans and other assets.
Benefit obligation: Refers to the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for OPEB plans.
Contractual credit card charge-off: In accordance with the Federal Financial Institutions Examination Council policy, credit card loans are charged off by the end of the month in which the account becomes 180 days past due or within 60 days from receiving notification about a specific event (e.g., bankruptcy of the borrower), whichever is earlier.
Credit card securitizations: For periods ended prior to the January 1, 2010, adoption of new guidance relating to the accounting for the transfer of financial assets and the consolidation of VIEs, CS’ results were presented on a “managed” basis that assumed that credit card loans that had been securitized and sold in accordance with U.S. GAAP remained on the Consolidated Balance Sheets and that earnings on the securitized loans were classified in the same manner as the earnings on retained loans recorded on the Consolidated Balance Sheets. “Managed” results excluded the impact of credit card securitizations on total net revenue, the provision for credit losses, net charge-offs and loan receivables. Securitization did not change reported net income; however, it did affect the classification of items on the Consolidated Statements of Income and Consolidated Balance Sheets.
Credit derivatives: Contractual agreements that provide protection against a credit event on one or more referenced credits. The nature of a credit event is established by the protection buyer and protection seller at the inception of a transaction, and such events include bankruptcy, insolvency or failure to meet payment obligations when due. The buyer of the credit derivative pays a periodic fee in return for a payment by the protection seller upon the occurrence, if any, of a credit event.
Deposit margin: Represents net interest income expressed as a percentage of average deposits.
FASB: Financial Accounting Standards Board.
FICO: Fair Isaac Corporation.
Forward points: Represents the interest rate differential between two currencies, which is either added to or subtracted from the current exchange rate (i.e., “spot rate”) to determine the forward exchange rate.

185


Table of Contents

FRBB: Federal Reserve Bank of Boston.
Headcount-related expense: Includes salary and benefits (excluding performance-based incentives), and other noncompensation costs related to employees.
IASB: International Accounting Standards Board.
Interests in purchased receivables: Represents an ownership interest in cash flows of an underlying pool of receivables transferred by a third-party seller into a bankruptcy-remote entity, generally a trust.
Investment-grade: An indication of credit quality based on JPMorgan Chase’s internal risk assessment system. “Investment-grade” generally represents a risk profile similar to a rating of a “BBB-”/“Baa3” or better, as defined by independent rating agencies.
Loan-to-value (“LTV”) ratio: For residential real estate loans, the relationship expressed as a percent, between the principal amount of a loan and the appraised value of the collateral (i.e., residential real estate) securing the loan.
Origination date LTV ratio
The LTV ratio at the origination date of the loan. Origination date LTV ratios are calculated based on the actual appraised values of collateral (i.e., loan-level data) at the origination date.
Current estimated LTV ratio
An estimate of the LTV as of a certain date. The current estimated LTV ratios are calculated using estimated collateral values derived from a nationally recognized home price index measured at the MSA level. These MSA-level home price indices are comprised of actual data to the extent available and forecasted data where actual data is not available. As a result, the estimated collateral values used to calculate these ratios do not represent actual appraised loan-level collateral values; as such, the resulting LTV ratios are necessarily imprecise and should therefore be viewed as estimates.
Combined LTV ratio
The LTV ratio considering all lien positions related to the property. Combined LTV ratios are used for junior lien home equity products.
Managed basis: A non-GAAP presentation of financial results that includes reclassifications to present revenue on a fully taxable-equivalent basis, and for periods ended prior to the January 1, 2010, adoption of new accounting guidance relating to the accounting for the transfer of financial assets and the consolidation of VIEs related to credit card securitizations. Management uses this non-GAAP financial measure at the segment level, because it believes this provides information to enable investors to understand the underlying operational performance and trends of the particular business segment and facilitates a comparison of the business segment with the performance of competitors.
Managed credit card receivables: Refers to credit card receivables on the Firm’s Consolidated Balance Sheets plus credit card receivables that have been securitized and removed from the Firm’s Consolidated Balance Sheets, for periods ended prior to the January 1, 2010, adoption of new guidance requiring the consolidation of the Firm-sponsored credit card securitization trusts.
Mark-to-market exposure: A measure, at a point in time, of the value of a derivative or foreign exchange contract in the open market. When the MTM value is positive, it indicates the counterparty owes JPMorgan Chase and, therefore, creates credit risk for the Firm. When the MTM value is negative, JPMorgan Chase owes the counterparty; in this situation, the Firm has liquidity risk.
Master netting agreement: An agreement between two counterparties who have multiple derivative contracts with each other that provides for the net settlement of all contracts, as well as cash collateral, through a single payment, in a single currency, in the event of default on or termination of any one contract.
Mortgage product types:
Alt-A
Alt-A loans are generally higher in credit quality than subprime loans but have characteristics that would disqualify the borrower from a traditional prime loan. Alt-A lending characteristics may include one or more of the following: (i) limited documentation; (ii) high combined-loan-to-value (“CLTV”) ratio; (iii) loans secured by non-owner occupied properties; or (iv) debt-to-income ratio above normal limits. Perhaps the most important characteristic is limited documentation. A substantial proportion of traditional Alt-A loans are those where a borrower does not provide complete documentation of his or her assets or the amount or source of his or her income.

186


Table of Contents

Option ARMs
The option ARM real estate loan product is an adjustable-rate mortgage loan that provides the borrower with the option each month to make a fully amortizing, interest-only or minimum payment. The minimum payment on an option ARM loan is based on the interest rate charged during the introductory period. This introductory rate is usually significantly below the fully indexed rate. The fully indexed rate is calculated using an index rate plus a margin. Once the introductory period ends, the contractual interest rate charged on the loan increases to the fully indexed rate and adjusts monthly to reflect movements in the index. The minimum payment is typically insufficient to cover interest accrued in the prior month, and any unpaid interest is deferred and added to the principal balance of the loan. Option ARM loans are subject to payment recast, which converts the loan to a variable-rate fully amortizing loan upon meeting specified loan balance and anniversary date triggers.
Prime
Prime mortgage loans generally have low default risk and are made to borrowers with good credit records and a monthly income that is at least three to four times greater than their monthly housing expense (mortgage payments plus taxes and other debt payments). These borrowers provide full documentation and generally have reliable payment histories.
Subprime
Subprime loans are designed for customers with one or more high risk characteristics, including but not limited to: (i) unreliable or poor payment histories; (ii) a high LTV ratio of greater than 80% (without borrower-paid mortgage insurance); (iii) a high debt-to-income ratio; (iv) an occupancy type for the loan is other than the borrower’s primary residence; or (v) a history of delinquencies or late payments on the loan.
NA: Data is not applicable or available for the period presented.
Net charge-off ratio: Represents net charge-offs (annualized) divided by average retained loans for the reporting period.
Net yield on interest-earning assets: The average rate for interest-earning assets less the average rate paid for all sources of funds.
NM: Not meaningful.
Nonconforming mortgage loans: Mortgage loans that do not meet the requirements for sale to U.S. government agencies and U.S. government-sponsored enterprises. These requirements include limits on loan-to-value ratios, loan terms, loan amounts, down payments, borrower creditworthiness and other requirements.
OPEB: Other postretirement employee benefits.
Overhead ratio: Noninterest expense as a percentage of total net revenue.
Personal bankers: Retail branch office personnel who acquire, retain and expand new and existing customer relationships by assessing customer needs and recommending and selling appropriate banking products and services.
Portfolio activity: Describes changes to the risk profile of existing lending-related exposures and their impact on the allowance for credit losses from changes in customer profiles and inputs used to estimate the allowances.
Preprovision profit: The Firm believes that this financial measure is useful in assessing the ability of a lending institution to generate income in excess of its provision for credit losses.
Pretax margin: Represents income before income tax expense divided by total net revenue, which is, in management’s view, a comprehensive measure of pretax performance derived by measuring earnings after all costs are taken into consideration. It is, therefore, another basis that management uses to evaluate the performance of TSS and AM against the performance of their respective competitors.
Principal transactions: Realized and unrealized gains and losses from trading activities (including physical commodities inventories that are accounted for at the lower of cost or fair value) and changes in fair value associated with financial instruments held predominantly by IB for which the fair value option was elected. Principal transactions revenue also includes private equity gains and losses.
Purchased credit-impaired (“PCI”) loans: Acquired loans deemed to be credit-impaired under the FASB guidance for PCI loans. The guidance allows purchasers to aggregate credit-impaired loans acquired in the same fiscal quarter into one or more pools, provided that the loans have common risk characteristics (e.g., FICO score, geographic location). A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Wholesale loans are determined to be credit-impaired if they meet the definition of an impaired loan under U.S.

187


Table of Contents

GAAP at the acquisition date. Consumer loans are determined to be credit-impaired based on specific risk characteristics of the loan, including product type, LTV ratios, FICO scores, and past due status.
Real estate investment trust (“REIT”): A special purpose investment vehicle that provides investors with the ability to participate directly in the ownership or financing of real-estate related assets by pooling their capital to purchase and manage income property (i.e., equity REIT) and/or mortgage loans (i.e., mortgage REIT). REITs can be publicly- or privately-held and they also qualify for certain favorable tax considerations.
Receivables from customers: Primarily represents margin loans to prime and retail brokerage customers which are included in accrued interest and accounts receivable on the Consolidated Balance Sheets for the wholesale lines of business.
Reported basis: Financial statements prepared under U.S. GAAP, which excludes the impact of taxable-equivalent adjustments. For periods ended prior to the January 1, 2010, adoption of new guidance requiring the consolidation of the Firm-sponsored credit card securitization trusts, the reported basis included the impact of credit card securitizations.
Retained Loans: Loans that are held for investment excluding loans held-for-sale and loans at fair value.
Risk-layered loans: Loans with multiple high-risk elements.
Sales specialists: Retail branch office personnel who specialize in the marketing of a single product, including mortgages, investments and business banking, by partnering with the personal bankers.
Stress testing: A scenario that measures market risk under unlikely but plausible events in abnormal markets.
Troubled debt restructuring (“TDR”): Occurs when the Firm modifies the original terms of a loan agreement by granting a concession to a borrower that is experiencing financial difficulty.
Unaudited: Financial statements and information that have not been subjected to auditing procedures sufficient to permit an independent certified public accountant to express an opinion.
U.S. GAAP: Accounting principles generally accepted in the United States of America.
U.S. government and federal agency obligations: Obligations of the U.S. government or an instrumentality of the U.S. government whose obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government.
U.S. government-sponsored enterprise obligations: Obligations of agencies originally established or chartered by the U.S. government to serve public purposes as specified by the U.S. Congress; these obligations are not explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government.
Value-at-risk (“VaR”): A measure of the dollar amount of potential loss from adverse market moves in an ordinary market environment.
Washington Mutual transaction: On September 25, 2008, JPMorgan Chase acquired the banking operations of Washington Mutual Bank (“Washington Mutual”) from the FDIC for $1.9 billion. The final allocation of the purchase price resulted in the recognition of negative goodwill and an extraordinary gain of $2.0 billion. For additional information, see Note 2 on pages 143–148 of JPMorgan Chase’s 2009 Annual Report.

188


Table of Contents

LINE OF BUSINESS METRICS
Investment Banking
IB’s revenue comprises the following:
Investment banking fees include advisory, equity underwriting, bond underwriting and loan syndication fees.
Fixed income markets primarily include revenue related to market-making across global fixed income markets, including foreign exchange, interest rate, credit and commodities markets.
Equity markets primarily include revenue related to market-making across global equity products, including cash instruments, derivatives and convertibles.
Credit portfolio revenue includes net interest income, fees and loan sale activity, as well as gains or losses on securities received as part of a loan restructuring, for IB’s credit portfolio. Credit portfolio revenue also includes the results of risk management related to the Firm’s lending and derivative activities.
Retail Financial Services
Description of selected business metrics within Retail Banking:
Personal bankers — Retail branch office personnel who acquire, retain and expand new and existing customer relationships by assessing customer needs and recommending and selling appropriate banking products and services.
Sales specialists — Retail branch office personnel who specialize in the marketing of a single product, including mortgages, investments and business banking, by partnering with the personal bankers.
Mortgage banking revenue comprises the following:
Net production revenue includes net gains or losses on originations and sales of prime and subprime mortgage loans, other production-related fees and losses related to the repurchase of previously-sold loans.
Net mortgage servicing revenue includes the following components:
(a) Operating revenue comprises:
  – all gross income earned from servicing third-party mortgage loans, including stated service fees, excess service fees, late fees and other ancillary fees; and
 
  – modeled servicing portfolio runoff (or time decay).
(b) Risk management comprises:
  – changes in MSR asset fair value due to market-based inputs, such as interest rates and volatility, as well as updates to assumptions used in the MSR valuation model; and
  – derivative valuation adjustments and other, which represents changes in the fair value of derivative instruments used to offset the impact of changes in the market-based inputs to the MSR valuation model.
Mortgage origination channels comprise the following:
Retail — Borrowers who are buying or refinancing a home through direct contact with a mortgage banker employed by the Firm using a branch office, the Internet or by phone. Borrowers are frequently referred to a mortgage banker by a banker in a Chase branch, real estate brokers, home builders or other third parties.
Wholesale — A third-party mortgage broker refers loan applications to a mortgage banker at the Firm. Brokers are independent loan originators that specialize in finding and counseling borrowers but do not provide funding for loans. The Firm exited the broker channel during 2008.
Correspondent — Banks, thrifts, other mortgage banks and other financial institutions that sell closed loans to the Firm.
Correspondent negotiated transactions (“CNTs”) — These transactions occur when mid-to large-sized mortgage lenders, banks and bank-owned mortgage companies sell servicing to the Firm, on an as-originated basis, and exclude purchased bulk servicing transactions. These transactions supplement traditional production channels and provide growth opportunities in the servicing portfolio in stable and periods of rising interest rates.

189


Table of Contents

Card Services
Description of selected business metrics within CS:
Sales volume — Dollar amount of cardmember purchases, net of returns.
Open accounts — Cardmember accounts with charging privileges.
Merchant acquiring business — A business that processes bank card transactions for merchants.
     Bank card volume — Dollar amount of transactions processed for merchants.
     Total transactions — Number of transactions and authorizations processed for merchants.
Commercial Banking
CB Client Segments:
Middle Market Banking covers corporate, municipal, financial institution and not-for-profit clients, with annual revenue generally ranging between $10 million and $500 million.
Mid-Corporate Banking covers clients with annual revenue generally ranging between $500 million and $2 billion and focuses on clients that have broader investment banking needs.
Commercial Term Lending primarily provides term financing to real estate investors/owners for multi-family properties as well as financing office, retail and industrial properties.
Real Estate Banking provides full-service banking to investors and developers of institutional-grade real estate properties.
CB revenue:
Lending includes a variety of financing alternatives, which are primarily provided on a basis secured by receivables, inventory, equipment, real estate or other assets. Products include term loans, revolving lines of credit, bridge financing, asset-based structures and leases.
Treasury services includes a broad range of products and services enabling clients to transfer, invest and manage the receipt and disbursement of funds, while providing the related information reporting. These products and services include U.S. dollar and multi-currency clearing, ACH, lockbox, disbursement and reconciliation services, check deposits, other check and currency–related services, trade finance and logistics solutions, commercial card and deposit products, sweeps and money market mutual funds.
Investment banking products provide clients with sophisticated capital-raising alternatives, as well as balance sheet and risk management tools through loan syndications, investment-grade debt, asset-backed securities, private placements, high-yield bonds, equity underwriting, advisory, interest rate derivatives, foreign exchange hedges and securities sales.
CB selected business metrics:
Liability balances include deposits, as well as deposits that are swept to on–balance sheet liabilities (e.g., commercial paper, federal funds purchased, time deposits and securities loaned or sold under repurchase agreements) as part of customer cash management programs.
IB revenue, gross represents total revenue related to investment banking products sold to CB clients.
Treasury & Securities Services
Treasury & Securities Services firmwide metrics include certain TSS product revenue and liability balances reported in other lines of business related to customers who are also customers of those other lines of business. In order to capture the firmwide impact of Treasury Services and TSS products and revenue, management reviews firmwide metrics such as liability balances, revenue and overhead ratios in assessing financial performance for TSS. Firmwide metrics are necessary, in management’s view, in order to understand the aggregate TSS business.
Description of selected business metrics within TSS:
Liability balances include deposits, as well as deposits that are swept to on–balance sheet liabilities (e.g., commercial paper, federal funds purchased, time deposits and securities loaned or sold under repurchase agreements) as part of customer cash management programs.
Asset Management
Assets under management — Represent assets actively managed by AM on behalf of Private Banking, Institutional, and Retail clients. Includes “committed capital not called”, on which AM earns fees. Excludes assets managed by American Century Companies, Inc., in which the Firm has a 41% ownership interest as of September 30, 2010.

190


Table of Contents

Assets under supervision — Represents assets under management as well as custody, brokerage, administration and deposit accounts.
Multi-asset — Any fund or account that allocates assets under management to more than one asset class (e.g., long term fixed income, equity, cash, real assets, private equity, or hedge funds).
Alternative assets — The following types of assets constitute alternative investments – hedge funds, currency, real estate and private equity.
AM’s client segments comprise the following:
Institutional brings comprehensive global investment services – including asset management, pension analytics, asset/liability management and active risk budgeting strategies — to corporate and public institutions, endowments, foundations, not-for-profit organizations and governments worldwide.
Retail provides worldwide investment management services and retirement planning and administration through third-party and direct distribution of a full range of investment vehicles.
Private Banking offers investment advice and wealth management services to high- and ultra-high-net-worth individuals, families, money managers, business owners and small corporations worldwide, including investment management, capital markets and risk management, tax and estate planning, banking, capital raising and specialty-wealth advisory services.
FORWARD-LOOKING STATEMENTS
From time to time, the Firm has made and will make forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” or other words of similar meaning. Forward-looking statements provide JPMorgan Chase’s current expectations or forecasts of future events, circumstances, results or aspirations. JPMorgan Chase’s disclosures in this Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Firm also may make forward-looking statements in its other documents filed or furnished with the Securities and Exchange Commission. In addition, the Firm’s senior management may make forward-looking statements orally to analysts, investors, representatives of the media and others.
All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond the Firm’s control. JPMorgan Chase’s actual future results may differ materially from those set forth in its forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ from those in the forward-looking statements:
 local, regional and international business, economic and political conditions and geopolitical events;
 changes in laws and regulatory requirements, including as a result of the newly-enacted financial services legislation;
 changes in trade, monetary and fiscal policies and laws;
 securities and capital markets behavior, including changes in market liquidity and volatility;
 changes in investor sentiment or consumer spending or savings behavior;
 ability of the Firm to manage effectively its liquidity;
 credit ratings assigned to the Firm or its subsidiaries;
 the Firm’s reputation;
 ability of the Firm to deal effectively with an economic slowdown or other economic or market disruption;
 technology changes instituted by the Firm, its counterparties or competitors;
 mergers and acquisitions, including the Firm’s ability to integrate acquisitions;
 ability of the Firm to develop new products and services, and the extent to which products or services previously sold by the Firm require the Firm to incur liabilities or absorb losses not contemplated at their initiation or origination;
 acceptance of the Firm’s new and existing products and services by the marketplace and the ability of the Firm to increase market share;
 ability of the Firm to attract and retain employees;
 ability of the Firm to control expense;

191


Table of Contents

 competitive pressures;
 changes in the credit quality of the Firm’s customers and counterparties;
 adequacy of the Firm’s risk management framework;
 adverse judicial or regulatory proceedings;
 changes in applicable accounting policies;
 ability of the Firm to determine accurate values of certain assets and liabilities;
 occurrence of natural or man-made disasters or calamities or conflicts, including any effect of any such disasters, calamities or conflicts on the Firm’s power generation facilities and the Firm’s other commodity-related activities;
 the other risks and uncertainties detailed in Part 1, Item 1A: Risk Factors in the Firm’s Annual Report on Form 10-K for the year ended December 31, 2009, Part II, Item 1A: Risk Factors in the Firm’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2010, and Part II, Item 1A: Risk Factors in this Form 10-Q on pages 200–201.
Any forward-looking statements made by or on behalf of the Firm speak only as of the date they are made, and JPMorgan Chase does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. The reader should, however, consult any further disclosures of a forward-looking nature the Firm may make in any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, or Current Reports on Form 8-K.
Item 3 Quantitative and Qualitative Disclosures about Market Risk
For a discussion of the quantitative and qualitative disclosures about market risk, see the Market Risk Management section of the Management’s discussion and analysis on pages 99–102 of this Form 10-Q.
Item 4 Controls and Procedures
As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Firm’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chairman and Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective. See Exhibits 31.1 and 31.2 for the Certification statements issued by the Chairman and Chief Executive Officer, and Chief Financial Officer.
The Firm is committed to maintaining high standards of internal control over financial reporting. Nevertheless, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Part II Other Information
Item 1 Legal Proceedings
The following information updates and restates the disclosures set forth under Part 1, Item 3 “Legal Proceedings” in the Firm’s 2009 Annual Report on Form 10-K.
Mortgage Foreclosure Investigations and Litigation. State and federal officials have announced investigations into the procedures followed by mortgage servicing companies and banks, including JPMorgan Chase & Co. and its affiliates, relating to foreclosures. The Firm is cooperating with these investigations. Two purported class action lawsuits have also been filed against Washington Mutual Bank and JPMorgan Chase & Co. in the United States District Court for the Northern District of Illinois, and against Chase Home Finance, LLC in California state court alleging common law fraud and misrepresentation, as well as violations of state consumer fraud statutes.
These investigations and actions follow the Firm’s decision in late September 2010 to commence a temporary suspension of obtaining mortgage foreclosure judgments in the states and territories that require a judicial foreclosure process. Subsequently, the Firm extended this temporary suspension to foreclosure sales in those states and territories that require a judicial foreclosure process, and to foreclosures and foreclosure sales in the majority of remaining states where a judicial process is not required, but where affidavits signed by Firm personnel may have been used as part of the foreclosure process. In mid-October, the Firm also temporarily suspended evictions in the states and territories in which it had suspended foreclosures and foreclosure sales, as well as in certain additional states in which an affidavit signed by Firm personnel may have been used in connection with eviction proceedings.
The Firm’s temporary suspension arose out of certain questions about affidavits of indebtedness prepared by local foreclosure counsel, signed by Firm employees, and filed or used in mortgage foreclosure proceedings in certain states. While, based on the Firm’s work to date, the Firm believes that the information in those affidavits of indebtedness about the fact of default and amount of indebtedness was materially accurate, in certain instances, the underlying review and verification of this

192


Table of Contents

information was performed by Firm personnel other than the affiants, or the affidavits may not have been properly notarized.
Bear Stearns Shareholder Litigation and Related Matters. Various shareholders of Bear Stearns have commenced purported class actions against Bear Stearns and certain of its former officers and/or directors on behalf of all persons who purchased or otherwise acquired common stock of Bear Stearns between December 14, 2006 and March 14, 2008 (the “Class Period”). During the Class Period, Bear Stearns had between 115 and 120 million common shares outstanding, and the price of those securities declined from a high of $172.61 to a low of $30 at the end of the period. The actions, originally commenced in several federal courts, allege that the defendants issued materially false and misleading statements regarding Bear Stearns’ business and financial results and that, as a result of those false statements, Bear Stearns’ common stock traded at artificially inflated prices during the Class Period. In connection with these allegations, the complaints assert claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Separately, several individual shareholders of Bear Stearns have commenced or threatened to commence arbitration proceedings and lawsuits asserting claims similar to those in the putative class actions. In addition, Bear Stearns and certain of its former officers and/or directors have also been named as defendants in a number of purported class actions commenced in the United States District Court for the Southern District of New York seeking to represent the interests of participants in the Bear Stearns Employee Stock Ownership Plan (“ESOP”) during the time period of December 2006 to March 2008. These actions allege that defendants breached their fiduciary duties to plaintiffs and to the other participants and beneficiaries of the ESOP by (a) failing to manage prudently the ESOP’s investment in Bear Stearns securities; (b) failing to communicate fully and accurately about the risks of the ESOP’s investment in Bear Stearns stock; (c) failing to avoid or address alleged conflicts of interest; and (d) failing to monitor those who managed and administered the ESOP. In connection with these allegations, each plaintiff asserts claims for violations under various sections of the Employee Retirement Income Security Act (“ERISA”) and seeks reimbursement to the ESOP for all losses, an unspecified amount of monetary damages and imposition of a constructive trust.
Bear Stearns, former members of Bear Stearns’ Board of Directors and certain of Bear Stearns’ former executive officers have also been named as defendants in two purported shareholder derivative suits, subsequently consolidated into one action, pending in the United States District Court for the Southern District of New York. Plaintiffs are asserting claims for breach of fiduciary duty, violations of federal securities laws, waste of corporate assets and gross mismanagement, unjust enrichment, abuse of control and indemnification and contribution in connection with the losses sustained by Bear Stearns as a result of its purchases of subprime loans and certain repurchases of its own common stock. Certain individual defendants are also alleged to have sold their holdings of Bear Stearns common stock while in possession of material nonpublic information. Plaintiffs seek compensatory damages in an unspecified amount and an order directing Bear Stearns to improve its corporate governance procedures. Plaintiffs later filed a second amended complaint asserting, for the first time, purported class action claims for violation of Section 10(b) of the Securities Exchange Act of 1934, as well as new allegations concerning events that took place in March 2008.
All of the above-described actions filed in federal courts were ordered transferred and joined for pre-trial purposes before the United States District Court for the Southern District of New York. Motions to dismiss have been filed in the purported securities class action, the shareholders’ derivative action and the ERISA action.
Bear Stearns Hedge Fund Matters. Bear Stearns, certain current or former subsidiaries of Bear Stearns, including Bear Stearns Asset Management, Inc. (“BSAM”) and Bear, Stearns & Co. Inc., and certain current or former Bear Stearns employees are named defendants (collectively the “Bear Stearns defendants”) in multiple civil actions and arbitrations relating to alleged losses of more than $1 billion resulting from the failure of the Bear Stearns High Grade Structured Credit Strategies Master Fund, Ltd. (the “High Grade Fund”) and the Bear Stearns High Grade Structured Credit Strategies Enhanced Leverage Master Fund, Ltd. (the “Enhanced Leverage Fund”) (collectively, the “Funds”). BSAM served as investment manager for both of the Funds, which were organized such that there were U.S. and Cayman Islands “feeder funds” that invested substantially all their assets, directly or indirectly, in the Funds. The Funds are in liquidation.
There are currently four civil actions pending in the United States District Court for the Southern District of New York relating to the Funds. Two of these actions involve derivative lawsuits brought on behalf of purchasers of partnership interests in the two U.S. feeder funds, alleging that the Bear Stearns defendants mismanaged the Funds and made material misrepresentations to and/or withheld information from investors in the funds. These actions seek, among other things, unspecified compensatory damages based on alleged investor losses. The third action, brought by the Joint Voluntary Liquidators of the Cayman Islands feeder funds, makes allegations similar to those asserted in the derivative lawsuits related to the U.S. feeder funds, and seeks compensatory and punitive damages. Motions to dismiss in these three cases have been granted in part and denied in part, and discovery is ongoing. The fourth action was brought by

193


Table of Contents

Bank of America and Banc of America Securities LLC (together “BofA”) alleging breach of contract and fraud in connection with a May 2007 $4 billion securitization, known as a “CDO-squared,” for which BSAM served as collateral manager. This securitization was composed of certain collateralized debt obligation (“CDO”) holdings that were purchased by BofA from the High Grade Fund and the Enhanced Leverage Fund. Bank of America apparently seeks in excess of $3 billion in damages. Defendants’ motion to dismiss in this action was largely denied; an amended complaint was filed; and discovery is ongoing in this case as well.
Ralph Cioffi and Matthew Tannin, the portfolio managers for the Funds, were tried on, and acquitted of, criminal charges of securities fraud and conspiracy to commit securities and wire fraud brought by the United States Attorney’s Office for the Eastern District of New York. The United States Securities and Exchange Commission (“SEC”) is proceeding with a civil action against Cioffi and Tannin.
Municipal Derivatives Investigations and Litigation. The Department of Justice (in conjunction with the Internal Revenue Service) and the SEC have been investigating JPMorgan Chase and Bear Stearns for possible antitrust, securities and tax-related violations in connection with the bidding or sale of guaranteed investment contracts and derivatives to municipal issuers. A group of state attorneys general and the Office of the Comptroller of the Currency (“OCC”) have opened investigations into the same underlying conduct. The Firm has been cooperating with all of these investigations. The Philadelphia Office of the SEC provided notice to J.P. Morgan Securities LLC (“JPMorgan Securities”), formerly J.P. Morgan Securities Inc., that it intends to recommend that the SEC bring civil charges in connection with its investigations. JPMorgan Securities has responded to that notice, as well as to a separate notice that that Philadelphia Office of the SEC provided to Bear, Stearns & Co. Inc.
Purported class action lawsuits and individual actions (the “Municipal Derivatives Actions”) have been filed against JPMorgan Chase and Bear Stearns, as well as numerous other providers and brokers, alleging antitrust violations in the reportedly $100 billion to $300 billion annual market for financial instruments related to municipal bond offerings referred to collectively as “municipal derivatives.” The Municipal Derivatives Actions have been consolidated in the United States District Court for the Southern District of New York. The Court denied in part and granted in part defendants’ motions to dismiss the purported class and individual actions, permitting certain claims to proceed against the Firm and others under federal and California state antitrust laws and under the California false claims act. Subsequently, a number of additional individual actions asserting substantially similar claims, including claims under New York and West Virginia state antitrust laws, have been filed against JPMorgan Chase, Bear Stearns and numerous other defendants. Most of these cases have been consolidated in the United States District Court for the Southern District of New York. The Firm is seeking to have the balance of these cases consolidated before the same court. Discovery is ongoing.
As previously reported, following JPMorgan Securities’ settlement with the SEC in connection with certain Jefferson County, Alabama (the “County”) warrant underwritings and related swap transactions, the County filed a complaint against the Firm and several other defendants in the Circuit Court of Jefferson County, Alabama. The suit alleges that the Firm made payments to certain third parties in exchange for being chosen to underwrite more than $3 billion in warrants issued by the County and chosen as the counterparty for certain swaps executed by the County. In its complaint, Jefferson County alleges that the Firm concealed these third party payments and that, but for this concealment, the County would not have entered into the transactions. The County further alleges that the transactions increased the risks of its capital structure and that, following the downgrade of certain insurers that insured the warrants, the County’s interest obligations increased and the principal due on a portion of its outstanding warrants was accelerated. The Court denied the Firm’s motion to dismiss the complaint in May 2010. The Firm filed a mandamus petition with the Alabama Supreme Court, seeking immediate appellate review of this decision. The petition is now fully briefed and all proceedings have been stayed pending adjudication of the petition.
A putative class action was filed on behalf of sewer ratepayers against JPMorgan Chase and Bear Stearns and numerous other defendants, based on substantially the same conduct described above (the “Wilson Action”). The plaintiff in the Wilson Action has filed a sixth amended complaint. The Firm has moved to dismiss the complaint for lack of standing.
Two insurance companies that guaranteed the payment of principal and interest on warrants issued by Jefferson County have filed separate actions against JPMorgan Chase (and one of the insurers has also named Jefferson County) in New York state court asserting that defendants fraudulently misled them into issuing the insurance coverage, based upon substantially the same alleged conduct described above and other alleged non-disclosures. One insurer claims that it insured an aggregate principal amount of nearly $1.2 billion in warrants, and seeks unspecified damages in excess of $400 million, as well as unspecified punitive damages. The other insurer claims that it insured an aggregate principal amount of more than $378 million and seeks recovery of $4 million that it alleges it paid under the policies to date as well as

194


Table of Contents

any payments it will make in the future and unspecified punitive damages. JPMorgan Chase has filed motions to dismiss each of these complaints, and is awaiting decisions.
The Alabama Public Schools and College Authority (“APSCA”) brought a declaratory judgment action in the United States District Court for the Northern District of Alabama claiming that certain interest rate swaption transactions entered into with JPMorgan Chase Bank, N.A. are void on the grounds that the APSCA purportedly did not have the authority to enter into the transactions or, alternatively, are voidable at the APSCA’s option because of its alleged inability to issue refunding bonds in relation to the swaption. Following the denial of its motion to dismiss the action, JPMorgan Chase Bank, N.A. answered the complaint and filed a counterclaim seeking the amounts due under the swaption transactions. Trial is scheduled to commence in February 2011.
Interchange Litigation. A group of merchants have filed a series of putative class action complaints in several federal courts. The complaints allege that VISA and MasterCard, as well as certain other banks and their respective bank holding companies, conspired to set the price of credit card interchange fees, enacted respective association rules in violation of Section 1 of the Sherman Act, and engaged in tying/bundling and exclusive dealing. The complaint seeks unspecified damages and injunctive relief based on the theory that interchange would be lower or eliminated but for the challenged conduct. Based on publicly available estimates, Visa and MasterCard branded payment cards generated approximately $40 billion of interchange fees industry-wide in 2009. All cases have been consolidated in the United States District Court for the Eastern District of New York for pretrial proceedings. The amended consolidated class action complaint extended the claims beyond credit to debit cards. Defendants filed a motion to dismiss all claims that predated January 2004. The Court granted the motion to dismiss those claims. Plaintiffs then filed a second amended consolidated class action complaint. The basic theories of the complaint remain the same, and defendants again filed motions to dismiss. The Court has not yet ruled on the motions. Fact discovery has closed, and expert discovery in the case is ongoing. The plaintiffs have filed a motion seeking class certification, and the defendants have opposed that motion. The Court has not yet ruled on the class certification motion.
In addition to the consolidated class action complaint, plaintiffs filed supplemental complaints challenging the initial public offerings (“IPOs”) of MasterCard and Visa (the “IPO Complaints”). With respect to the MasterCard IPO, plaintiffs allege that the offering violated Section 7 of the Clayton Act and Section 1 of the Sherman Act and that the offering was a fraudulent conveyance. With respect to the Visa IPO, plaintiffs are challenging the Visa IPO on antitrust theories parallel to those articulated in the MasterCard IPO pleading. Defendants have filed motions to dismiss the IPO Complaints. The Court has not yet ruled on those motions.
Mortgage-Backed Securities Litigation and Regulatory Investigations. JPMorgan Chase and affiliates, Bear Stearns and affiliates and Washington Mutual and affiliates have been named as defendants in a number of cases in their various roles as issuer, sponsor and/or underwriter in mortgage-backed securities (“MBS”) offerings. These cases include purported class action suits, actions by individual purchasers of securities and actions by insurance companies that guaranteed payments of principal and interest for particular tranches. Although the allegations vary by lawsuit, these cases generally allege that the offering documents for more than $150 billion of securities issued by dozens of securitization trusts contained material misrepresentations and omissions, including statements regarding the underwriting standards pursuant to which the underlying mortgage loans were issued.
In the actions against the Firm as an MBS issuer (and, in some cases, also as an underwriter of its own MBS offerings), three purported class actions are pending against JPMorgan Chase and Bear Stearns, and/or certain of their affiliates and current and former employees, in the United States District Courts for the Eastern and Southern Districts of New York. Defendants have moved to dismiss two of these actions and expect to do so for the remaining one. In addition, Washington Mutual affiliates, Washington Mutual Asset Acceptance Corp. and Washington Mutual Capital Corp., are defendants, along with certain former officers or directors of Washington Mutual Asset Acceptance Corp., in two now-consolidated purported class action cases pending in the Western District of Washington. Defendants’ motion to dismiss was granted in part to dismiss all claims relating to MBS offerings in which a named plaintiff was not a purchaser. Discovery is ongoing.
In other actions brought against the Firm as an MBS issuer (and, in some cases, also as an underwriter): certain JPMorgan Chase entities, several Bear Stearns entities, and certain Washington Mutual affiliates are defendants in nine separate individual actions filed by the Federal Home Loan Banks of Pittsburgh, Seattle, San Francisco, Chicago and Indianapolis in various state courts around the country; and certain JPMorgan Chase, Bear Stearns and Washington Mutual entities are also among the defendants named in separate individual actions commenced by Cambridge Place Investment Management Inc. in Massachusetts state court and by The Charles Schwab Corporation (“Schwab”) in state court in California.

195


Table of Contents

EMC Mortgage Corporation (“EMC”), a subsidiary of JPMorgan Chase, is a defendant in four pending actions commenced by bond insurers that guaranteed payments of principal and interest on approximately $3.6 billion of certain classes of seven different MBS offerings sponsored by EMC. Three of those actions, commenced by Assured Guaranty Corp., Ambac Assurance Corporation and Syncora Guarantee, Inc., respectively, are pending in the United States District Court for the Southern District of New York. The fourth action, commenced by CIFG Assurance North America, Inc., is pending in state court in Texas. In each action, plaintiff claims that the underlying mortgage loans had origination defects that purportedly violate certain representations and warranties given by EMC to plaintiffs and that EMC has breached the relevant agreements between the parties by failing to repurchase allegedly defective mortgage loans. Each action seeks unspecified damages and an order compelling EMC to repurchase those loans.
In the actions against the Firm solely as an underwriter of other issuers’ MBS offerings, the Firm generally has contractual rights to indemnification from the issuers. However, some of these issuers are now defunct, including affiliates of IndyMac Bancorp (“IndyMac Trusts”) and Thornburg Mortgage (“Thornburg”). With respect to the IndyMac Trusts, JPMorgan Securities, along with numerous other underwriters and individuals, is named as a defendant, both in its own capacity and as successor to Bear, Stearns & Co. Inc. in a purported class action pending in the United States District Court for the Southern District of New York brought on behalf of purchasers of securities in various IndyMac Trust MBS offerings. The Court in that action has dismissed claims as to certain such securitizations, including all offerings in which no named plaintiff purchased securities, and allowed claims as to other offerings to proceed. Separately, JPMorgan Securities, as successor to Bear, Stearns & Co. Inc., and other underwriters, along with certain individuals, are defendants in an action pending in state court in California brought by MBIA Insurance Corp. (“MBIA”). The action relates to certain securities issued by IndyMac trusts in offerings in which Bear Stearns was an underwriter, and as to which MBIA provided guaranty insurance policies. MBIA purports to be subrogated to the rights of the MBS holders, and seeks recovery of sums it has paid and will pay pursuant to those policies. Defendants’ motion for judgment on the pleadings was denied. With respect to Thornburg, a Bear Stearns subsidiary is a named defendant in a purported class action pending in the United States District Court for the District of New Mexico along with a number of other financial institutions that served as depositors and/or underwriters for ten Thornburg MBS offerings.
In addition to the above-described litigation, the Firm has also received a number of subpoenas and informal requests for information from federal authorities concerning mortgage-related matters, including inquiries concerning the Firm’s underwriting and issuance of MBS and its participation in offerings of certain collateralized debt obligations.
In addition to the above mortgage-related matters, the Firm is now a defendant in an action commenced by Deutsche Bank, described in more detail below with respect to the Washington Mutual Litigations.
Auction-Rate Securities Investigations and Litigation. Beginning in March 2008, several regulatory authorities initiated investigations of a number of industry participants, including the Firm, concerning possible state and federal securities law violations in connection with the sale of auction-rate securities. The market for many such securities had frozen and a significant number of auctions for those securities began to fail in February 2008.
The Firm, on behalf of itself and affiliates, agreed to a settlement in principle with the New York Attorney General’s Office which provided, among other things, that the Firm would offer to purchase at par certain auction-rate securities purchased from JPMorgan Securities, Chase Investment Services Corp. and Bear, Stearns & Co. Inc. by individual investors, charities, and small- to medium-sized businesses. The Firm also agreed to a substantively similar settlement in principle with the Office of Financial Regulation for the State of Florida and the North American Securities Administrator Association (“NASAA”) Task Force, which agreed to recommend approval of the settlement to all remaining states, Puerto Rico and the U.S. Virgin Islands. The Firm has finalized the settlement agreements with the New York Attorney General’s Office and the Office of Financial Regulation for the State of Florida. The settlement agreements provide for the payment of penalties totaling $25 million to all states. The Firm is currently in the process of finalizing consent agreements with NASAA’s member states; 39 of these consent agreements have been finalized to date.
The Firm also faces a number of civil actions relating to the Firm’s sales of auction-rate securities, including a putative securities class action in the United States District Court for the Southern District of New York that seeks unspecified damages, and individual arbitrations and lawsuits in various forums brought by institutional and individual investors that, together, seek damages totaling more than $200 million relating to the Firm’s sales of auction-rate securities. One action is brought by an issuer of auction-rate securities. The actions generally allege that the Firm and other firms manipulated the market for auction-rate securities by placing bids at auctions that affected these securities’ clearing rates or otherwise supported the auctions without properly disclosing these activities. Some actions also allege that the Firm misrepresented that auction-rate securities were short-term instruments. The Firm’s motion to transfer and coordinate before the Southern District all of the active federal auction-rate securities cases was granted by the multi-district panel on June 9, 2010.

196


Table of Contents

Additionally, the Firm was named in two putative antitrust class actions in the United States District Court for the Southern District of New York, which actions allege that the Firm, in collusion with numerous other financial institution defendants, entered into an unlawful conspiracy in violation of Section 1 of the Sherman Act. Specifically, the complaints allege that defendants acted collusively to maintain and stabilize the auction-rate securities market and similarly acted collusively in withdrawing their support for the auction-rate securities market in February 2008. On January 26, 2010, the District Court dismissed both actions. The Second Circuit Court of Appeals consolidated the two appeals. That appeal is currently pending.
City of Milan Litigation and Criminal Investigation. In January 2009, the City of Milan, Italy (the “City”) issued civil proceedings against (among others) JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank, N.A.”) and J.P. Morgan Securities Ltd. (together, “JPMorgan Chase”) in the District Court of Milan. The proceedings relate to (a) a bond issue by the City in June 2005 (the “Bond”) and (b) an associated swap transaction, which was subsequently restructured on a number of occasions between 2005 and 2007 (the “Swap”). The City seeks damages and/or other remedies against JPMorgan Chase (among others) on the grounds of alleged “fraudulent and deceitful acts” and alleged breach of advisory obligations by JPMorgan Chase (among others) in connection with the Swap and the Bond, together with related swap transactions with other counterparties. The civil proceedings continue and there will be an initial hearing on March 9, 2011. JPMorgan Chase Bank, N.A. intends to ask for an adjournment on the grounds that it has filed a challenge to the Italian Supreme Court’s jurisdiction over JPMorgan Chase Bank, N.A. which has yet to be decided. In January 2009, JPMorgan Chase Bank, N.A. also received a notice from the Prosecutor at the Court of Milan placing it and certain current and former JPMorgan Chase personnel under investigation in connection with the transactions described above. Since April 2009, JPMorgan Chase Bank, N.A. has been contesting an attachment order obtained by the Prosecutor, purportedly to freeze assets potentially subject to confiscation in the event of a conviction. The original Euro 92 million attachment has been reduced to Euro 45 million, and JPMorgan Chase Bank, N.A.’s application for a further reduction remains pending. The judge has directed four current and former JPMorgan Chase personnel and JPMorgan Chase Bank, N.A. (as well as other individuals and three other banks) to go forward to a full trial that started in May 2010. Although the Firm is not charged with any crime and does not face criminal liability, if one or more of its employees were found guilty, the Firm could be subject to administrative sanctions, including restrictions on its ability to conduct business in Italy and monetary penalties. In the initial hearings, the City successfully applied to join some of the claims in the civil proceedings against the individuals and JPMorgan Chase Bank, N.A. to the criminal proceedings. In addition, a consumer association has also been given leave to join the criminal proceedings to seek damages from the defendant banks. The trial has resumed and continues with a weekly hearing.
Washington Mutual Litigations. Subsequent to JPMorgan Chase’s acquisition from the Federal Deposit Insurance Corporation (“FDIC”) of substantially all of the assets and certain specified liabilities of Washington Mutual Bank, Henderson Nevada (“Washington Mutual Bank”), in September 2008, Washington Mutual Bank’s parent holding company, Washington Mutual, Inc. (“WMI”) and its wholly-owned subsidiary, WMI Investment Corp. (together, the “Debtors”), both commenced voluntary cases under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Case”). In the Bankruptcy Case, the Debtors have asserted rights and interests in certain assets. The assets in dispute include principally the following: (a) approximately $4 billion in trust securities contributed by WMI to Washington Mutual Bank (the “Trust Securities”); (b) the right to tax refunds arising from overpayments attributable to operations of Washington Mutual Bank and its subsidiaries; (c) ownership of and other rights in approximately $4 billion that WMI contends are deposit accounts at Washington Mutual Bank and one of its subsidiaries; and (d) ownership of and rights in various other contracts and other assets (collectively, the “Disputed Assets”).
JPMorgan Chase commenced an adversary proceeding in the Bankruptcy Case against the Debtors and (for interpleader purposes only) the FDIC seeking a declaratory judgment and other relief determining JPMorgan Chase’s legal title to and beneficial interest in the Disputed Assets. The Debtors commenced a separate adversary proceeding in the Bankruptcy Case against JPMorgan Chase, seeking turnover of the $4 billion in purported deposit funds and recovery for alleged unjust enrichment for failure to turn over the funds. The Debtors have moved for summary judgment in the turnover proceeding.
In both JPMorgan Chase’s adversary proceeding and the Debtors’ turnover proceeding, JPMorgan Chase and the FDIC argued that the Bankruptcy Court lacks jurisdiction to adjudicate certain claims. JPMorgan Chase moved to have the adversary proceedings transferred to United States District Court for the District of Columbia and to withdraw jurisdiction from the Bankruptcy Court to the District Court. That motion is fully briefed. In addition, JPMorgan Chase and the FDIC have pending with the United States District Court for the District of Delaware an appeal of the Bankruptcy Court’s rulings rejecting the jurisdictional arguments, and that appeal is fully briefed. JPMorgan Chase is

197


Table of Contents

also appealing a separate Bankruptcy Court decision that held, in part, that the Bankruptcy Court could proceed with certain matters while the first appeal is pending.
The Debtors submitted claims substantially similar to those submitted in the Bankruptcy Court in the FDIC receivership for, among other things, ownership of certain of the Disputed Assets, as well as claims challenging the terms of the agreement pursuant to which substantially all of the assets of Washington Mutual Bank were sold by the FDIC to JPMorgan Chase. The FDIC, as receiver, disallowed the Debtors’ claims and the Debtors filed an action against the FDIC in the United States District Court for the District of Columbia challenging the FDIC’s disallowance of the Debtors’ claims, claiming ownership of the Disputed Assets, and seeking money damages from the FDIC. JPMorgan Chase has intervened in the action. In January 2010, the District Court stayed the action pending developments in the Bankruptcy Case. In connection with the stay, the District Court denied WMI’s and the FDIC’s motions to dismiss without prejudice.
In addition, JPMorgan Chase has been sued in an action originally filed in the 122nd State District Court of Galveston County, Texas (the “Texas Action”) by certain holders of WMI common stock and debt of WMI and Washington Mutual Bank who seek unspecified damages alleging that JPMorgan Chase acquired substantially all of the assets of Washington Mutual Bank from the FDIC at an allegedly too low price. The FDIC intervened in the Texas Action and, upon motion by the FDIC and JPMorgan Chase, the District Court transferred the Texas Action to the United States District Court for the District of Columbia. Plaintiffs moved to have the FDIC dismissed as a party and to remand the action to the state court or, in the alternative, dismissed for lack of subject matter jurisdiction. JPMorgan Chase and the FDIC moved to have the entire action dismissed. On April 13, 2010, the United States District Court for the District of Columbia granted JPMorgan Chase’s motion to dismiss the complaint, granted the FDIC’s parallel motion to dismiss the complaint and denied plaintiffs’ motion to dismiss the FDIC as a party and to remand the case to Texas state court. On July 19, 2010, the Court denied plaintiffs’ motion to reconsider its prior ruling, to vacate the judgment in the Texas Action and to permit them to file an amended complaint. On July 20, 2010, the plaintiffs in the Texas Action appealed these decisions to the United States Court of Appeals for the District of Columbia.
Other proceedings related to Washington Mutual’s failure also pending before the United States District Court for the District of Columbia include a lawsuit brought by Deutsche Bank National Trust Company, initially against the FDIC, asserting an estimated $6 billion to $10 billion in damages based upon alleged breach of various mortgage securitization agreements and alleged violation of certain representations and warranties given by certain WMI subsidiaries in connection with those securitization agreements. Deutsche Bank filed an amended complaint on August 30, 2010, adding JPMorgan Chase Bank, N.A. as a party. The amended complaint includes assertions that JPMorgan Chase may have assumed liabilities relating to the mortgage securitization agreements. A response to the complaint is due on November 22, 2010.
On May 19, 2010, WMI, JPMorgan Chase and the FDIC announced a global settlement agreement among themselves and significant creditor groups (the “Global Settlement Agreement”). The Global Settlement Agreement is incorporated into WMI’s proposed Chapter 11 plan (“the Plan”) that has been submitted to the Bankruptcy Court. If approved by the Bankruptcy Court, the Global Settlement would resolve numerous disputes among WMI, JPMorgan Chase, the FDIC in its capacity as receiver for Washington Mutual Bank and the FDIC in its corporate capacity, as well as those of significant creditor groups, including disputes relating to the Disputed Assets. While the Plan confirmation process is ongoing, the appeals and proceedings before the United States District Courts for the Districts of Delaware and the District of Columbia are stayed.
Other proceedings related to Washington Mutual’s failure are also pending before the Bankruptcy Court. On May 4, 2010, certain WMI creditors who have not agreed to the Global Settlement Agreement filed a motion to convert the Debtors’ cases to a Chapter 7 liquidation or, in the alternative, for an order to appoint a trustee to administer the Debtors’ estates. Also, on July 6, 2010, certain holders of the Trust Securities commenced an adversary proceeding in the Bankruptcy Court against JPMorgan Chase, WMI, and other entities seeking, among other relief, a declaratory judgment that WMI and JPMorgan Chase do not have any right, title or interest in the Trust Securities.
In a July 20, 2010 hearing in the Bankruptcy Case, the Bankruptcy Court appointed an examiner to investigate, among other things, the claims and assets that may be property of the Debtors’ estates that are proposed to be conveyed, released or otherwise compromised and settled under the Plan and Global Settlement Agreement. The examiner submitted a preliminary report for the Bankruptcy Court on September 7, 2010, and submitted a final report on November 1, 2010. The Bankruptcy Court is scheduled to consider confirmation of the Plan, including the Global Settlement Agreement, beginning on December 1, 2010.
Securities Lending Litigation. JPMorgan Chase Bank N.A. has been named as a defendant in four putative class actions asserting ERISA and non-ERISA claims pending in the United States District Court for the Southern District of New

198


Table of Contents

York brought by participants in the Firm’s securities lending business. A fifth lawsuit was filed in New York state court by an individual participant in the program. Three of the purported class actions, which have been consolidated, relate to losses of plaintiffs’ money in medium-term notes of Sigma Finance Inc. (“Sigma”). Plaintiffs assert claims under both ERISA and state law. Fact discovery is complete and expert discovery is ongoing. In August 2010, the Court certified a plaintiff class consisting of all securities lending participants that held Sigma medium-term notes on September 30, 2008, including those that held the notes by virtue of participation in the investment of cash collateral through a collective fund, as well as those that held the notes by virtue of the investment of cash collateral through individual accounts.
The fourth putative class action, as originally filed, concerned losses of money invested in Lehman Brothers medium-term notes and in asset-backed securities offered by nine other issuers. Plaintiff filed an amended complaint including additional factual allegations regarding Lehman Brothers and eliminating claims regarding the other asset-backed securities. The Firm has moved to dismiss the amended complaint. The New York state court action, which is not a class action, concerns the plaintiff’s loss of money in both Sigma and Lehman Brothers medium-term notes. The Firm has answered the complaint. The Court denied the Firm’s motion to stay this action pending resolution of the proceedings in federal court.
Investment Management Litigation. Four cases have been filed claiming that investment portfolios managed by JPMorgan Investment Management Inc. (“JPMorgan Investment Management”) were inappropriately invested in securities backed by subprime residential real estate collateral. Plaintiffs claim that JPMorgan Investment Management and related defendants are liable for the loss of more than $1 billion in market value of these securities. The first case was filed by NM Homes One, Inc. in federal court in New York. The United States District Court for the Southern District of New York granted JPMorgan Investment Management’s motion to dismiss nine of plaintiff’s ten causes of action. The Court granted JPMorgan Investment Management’s request for permission to move to dismiss the remaining cause of action. Plaintiff has moved for reconsideration. The second case, filed by Assured Guaranty (U.K.) in New York state court, was dismissed and Assured has appealed the Court’s decision. In the third case, filed by Ambac Assurance UK Limited in New York state court, the Court granted JPMorgan Investment Management’s motion to dismiss in March 2010, and plaintiff has filed a notice of appeal. The fourth case was filed by CMMF LLP in New York state court in December 2009; the Court granted JPMorgan Investment Management’s motion to dismiss the claims, other than claims for breach of contract and misrepresentation. Both CMMF and JPMorgan Investment Management have filed notices of appeal. On May 26, 2010, the New York Appellate Division heard arguments on the case.
Lehman Brothers Bankruptcy Proceedings. In March 2010, the Examiner appointed by the Bankruptcy Court presiding over the Chapter 11 bankruptcy proceedings of Lehman Brothers Holdings Inc (“LBHI”) and several of its subsidiaries (collectively, “Lehman”) released a report as to his investigation into Lehman’s failure and related matters. The Examiner concluded that one common law claim potentially could be asserted against the Firm for contributing to Lehman’s failure, though he characterized the claim as “not strong.” The Examiner also opined that certain cash and securities collateral provided by LBHI to the Firm in the weeks and days preceding LBHI’s demise potentially could be challenged under the Bankruptcy Code’s fraudulent conveyance or preference provisions, though the Firm is of the view that its right to such collateral is protected by the Bankruptcy Code’s safe harbor provisions. On May 26, 2010, LBHI and its Official Committee of Unsecured Creditors filed an adversary proceeding against JPMorgan Chase Bank, N.A. in the United States Bankruptcy Court for the Southern District of New York. The complaint asserts both federal bankruptcy law and state common law claims, and seeks, among other relief, to recover $8.6 billion in collateral that was transferred to JPMorgan Chase Bank, N.A. in the week preceding LBHI’s bankruptcy. The complaint also seeks unspecified damages on the grounds that JPMorgan Chase Bank, N.A.’s collateral requests hastened LBHI’s demise. On August 25, 2010, the Firm moved to dismiss the complaint in its entirety. On September 15, 2010, the plaintiffs filed an amended complaint, and on October 19, 2010, the Firm moved to dismiss the amended complaint in its entirety. The case is in the early stages, with a trial scheduled for 2012. In addition, the Firm may also face claims in the liquidation proceeding pending before the same Bankruptcy Court under the Securities Investor Protection Act (“SIPA”) for LBHI’s U.S. broker-dealer subsidiary, Lehman Brothers Inc. (“LBI”). The SIPA Trustee has advised the Firm that certain of the securities and cash pledged as collateral for the Firm’s claims against LBI may be customer property free from any security interest in favor of the Firm.
Enron Litigation. JPMorgan Chase and certain of its officers and directors are involved in several lawsuits that together seek substantial damages arising out of the Firm’s banking relationships with Enron Corp. and its subsidiaries (“Enron”). A number of actions and other proceedings against the Firm previously were resolved, including a class action lawsuit captioned Newby v. Enron Corp.and adversary proceedings brought by Enron’s bankruptcy estate. The remaining Enron-related actions include individual actions by Enron investors, an action by an Enron counterparty, and a purported class action filed on behalf of JPMorgan Chase employees who participated in the Firm’s 401(k) plan asserting claims

199


Table of Contents

under the ERISA for alleged breaches of fiduciary duties by JPMorgan Chase, its directors and named officers. That action has been dismissed, and is on appeal to the United States Court of Appeals for the Second Circuit.
IPO Allocation Litigation. JPMorgan Chase and certain of its securities subsidiaries, including Bear Stearns, were named, along with numerous other firms in the securities industry, as defendants in a large number of putative class action lawsuits filed in the United States District Court for the Southern District of New York alleging improprieties in connection with the allocation of securities in various public offerings, including some offerings for which a JPMorgan Chase entity served as an underwriter. They also claim violations of securities laws arising from alleged material misstatements and omissions in registration statements and prospectuses for the initial public offerings and alleged market manipulation with respect to aftermarket transactions in the offered securities. Antitrust lawsuits based on similar allegations have been dismissed with prejudice. A settlement was reached in the securities cases, which the District Court approved; the Firm’s share of the settlement is approximately $62 million. Appeals have been filed in the United States Court of Appeals for the Second Circuit seeking reversal of the decision approving the settlement.
In addition to the various cases, proceedings and investigations discussed above, JPMorgan Chase and its subsidiaries are named as defendants or otherwise involved in a number of other legal actions, proceedings and investigations by governmental agencies arising in connection with their businesses. The Firm believes it has meritorious defenses to the claims asserted against it in its currently outstanding litigations, investigations and proceedings and it intends to defend itself vigorously in all such matters. Additional actions, proceedings or investigations may be initiated from time to time in the future.
In view of the inherent difficulty of predicting the outcome of legal matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in early stages of discovery, the Firm cannot state with confidence what the eventual outcome of these pending matters will be, what the timing of the ultimate resolution of these matters will be or what the eventual loss, fines, penalties or impact related to each pending matter may be. JPMorgan Chase believes, based upon its current knowledge, after consultation with counsel and after taking into account its current litigation reserves, that the legal actions, proceedings and investigations currently pending against it should not have a material adverse effect on the Firm’s consolidated financial condition. The Firm notes, however, that in light of the uncertainties involved in such proceedings, actions and investigations, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves currently accrued by the Firm; as a result, the outcome of a particular matter may be material to JPMorgan Chase’s operating results for a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of JPMorgan Chase’s income for that period.
Item 1A Risk Factors
For a discussion of certain risk factors affecting the Firm, see Part I, Item 1A: Risk Factors, on pages 4–10 of JPMorgan Chase’s 2009 Annual Report on Form 10-K; Part II, Item 1A: Risk Factors, on pages 196-197 of JPMorgan Chase’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2010; and Forward-Looking Statements on pages 191–192 of this Form 10-Q.
We may incur additional costs and expenses in ensuring that we satisfy requirements relating to mortgage foreclosures and repurchases.
In late September 2010, the Firm commenced implementation of a temporary suspension of obtaining mortgage foreclosure judgments in the states and territories that require a judicial foreclosure process. Subsequently, the Firm extended this temporary suspension to foreclosure sales in those states and territories that require a judicial foreclosure process, and to foreclosures and foreclosure sales in the majority of remaining states where a judicial process is not required, but where an affidavit signed by Firm personnel may have been used as part of the foreclosure process. In mid-October, the Firm also temporarily suspended evictions in the states and territories in which it had suspended foreclosures and foreclosure sales, as well as in certain additional states in which an affidavit signed by Firm personnel may have been used in connection with eviction proceedings.
The Firm’s temporary suspension arose out of certain questions about affidavits of indebtedness prepared by local foreclosure counsel, signed by Firm employees, and filed or used in mortgage foreclosure proceedings in certain states. While, based on the Firm’s work to date, we believe that the information in those affidavits of indebtedness about the fact of default and amount of indebtedness was materially accurate, in certain instances, the underlying review and verification of this information was performed by Firm personnel other than the affiants, or the affidavits may not have been properly notarized.
State and federal officials have announced investigations into the procedures followed by mortgage servicing companies and banks, including the Firm and its affiliates, in completing affidavits relating to foreclosures. The Firm is cooperating with these investigations.

200


Table of Contents

The Firm is developing new processes to ensure that it satisfies all procedural requirements relating to mortgage foreclosures. The Firm expects to incur additional costs and expenses in connection with the implementation of its new foreclosure processes. The Firm intends to resume its foreclosure proceedings, foreclosure sales and evictions in some states expeditiously. It is possible that the temporary suspension will also result in additional costs and expenses, such as, for example, costs associated with the maintenance of properties while foreclosures are delayed, legal expenses associated with re-filing documents or, as necessary, re-filing foreclosure cases or costs associated with the possible fluctuation in home prices while foreclosures are delayed. These costs could increase depending on the length of the delay. Finally, the Firm may incur additional costs and expenses as a result of legislative, administrative or regulatory investigations relating to its former foreclosure procedures. However, the Firm cannot predict at this early stage the ultimate outcome of these matters or the impact that they could have on the Firm’s reported financial results, including, for example, servicing costs, legal costs and mortgage banking revenue.
In addition, in connection with the Firm’s loan sale and securitization activities with Fannie Mae and Freddie Mac (the “GSEs”) and loan sale and private-label securitization transactions, the Firm has made representations and warranties that the loans sold meet certain requirements. For transactions with the GSEs, these representations include type of collateral, underwriting standards, validity of certain borrower representations in connection with the loan, that primary mortgage insurance is in force for any mortgage loan with a loan-to-value ratio (“LTV”) greater than 80%, and the use of the GSEs’ standard legal documentation. The Firm may be, and has been, required to repurchase loans and/or indemnify the GSEs and other private investors for losses due to material breaches of these representations and warranties; however, predominantly all of the repurchase demands received by the Firm and the Firm’s losses realized to date are related to loans sold to the GSEs. (For additional information about the Firm’s loan sale and securitization-related indemnifications, including a description of how the Firm estimates its repurchase liability, see Repurchase liability, on pages 58–61, and Note 22 on pages 174–178 of this Form 10-Q, and Note 31 on pages 230–234 of JPMorgan Chase’s 2009 Annual Report).
The repurchase liability recorded by the Firm is estimated based on several factors, including the level of current and estimated probable future repurchase demands made by purchasers, the ability of the Firm to cure the defects identified in the repurchases demands, and the severity of loss upon repurchase or foreclosure. While the Firm believes that its current repurchase liability reserves are adequate, the factors referred to above, upon which the Firm estimates its repurchase liability, are subject to change in light of market developments, the economic environment and other circumstances, some of which are beyond the Firm’s control and, accordingly, there can be no assurance that such reserves will not need to be increased in the future.
The Firm also faces litigation related to securitizations, primarily related to securitizations not sold to the GSEs. (For additional information concerning these litigation matters, see pages 195–196 of this Form 10-Q.) The Firm separately evaluates its exposure to such litigation in establishing its litigation reserves. While the Firm believes that its current reserves in respect of such litigation matters are adequate, there can be no assurance that such reserves will not need to be increased in the future.
Financial services legislative and regulatory reforms may have a significant impact on our businesses and results of operations.
Enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations that may be issued by U.S. regulators implementing such legislation (as well as actions that may be taken by legislatures and regulatory bodies in other countries) could limit our ability to pursue business opportunities we might otherwise consider engaging in, impose additional costs on us, result in significant loss of revenue, impact the value of assets we hold, establish more stringent capital, liquidity and leverage requirements, or otherwise significantly adversely affect our businesses.
In addition, increased regulatory focus on consumer protection practices and new and evolving mortgage-modification programs have resulted in changes in certain of the Firm’s practices, have increased costs of compliance and, for certain businesses, reduced net income. The Firm is also reviewing various of its operating models, business practices, legal entity structures and reporting procedures both in the U.S. and in various foreign jurisdictions in which it does business to enhance, and be responsive to, various new legislative and regulatory requirements. There is no assurance that as a result of these reviews, the Firm will not be required to make changes in its practices and procedures, and incur additional costs and expenses in order to do so.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
During the third quarter of 2010, there were no shares of common stock of JPMorgan Chase & Co. issued in transactions exempt from registration under the Securities Act of 1933, pursuant to Section 4(2) thereof.
Under the stock repurchase program authorized by the Firm’s Board of Directors, the Firm is authorized to repurchase up to $10.0 billion of the Firm’s common stock plus the 88 million warrants issued in 2008 under the U.S. Treasury’s Capital Purchase Program. In the second quarter of 2010, the Firm resumed common stock repurchases. During the three and nine months ended September 30, 2010, the Firm repurchased, respectively, 57 million shares and 60 million shares, for $2.2 billion and $2.3 billion, at an average price per share of $38.52 and $38.53. The Firm’s current share repurchase activity is intended to offset sharecount increases resulting from employee stock-based incentive awards and is consistent with the Firm’s goal of maintaining an appropriate sharecount. The Firm did not repurchase any of the warrants. As of September 30, 2010, $3.9 billion of authorized repurchase capacity remained with respect to the common stock, and all of the authorized repurchase capacity remained with respect to the warrants.
The Firm has determined that it may, from time to time, enter into written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate the repurchase of common stock and warrants in accordance with the repurchase program. A Rule 10b5-1 repurchase plan allows the Firm to repurchase its equity during periods when it would not otherwise be repurchasing common stock – for example during internal trading “black-out periods.” All purchases under a Rule 10b5-1 plan must be made according to a predefined plan established when the Firm is not aware of material nonpublic information.
             
          Dollar value of remaining 
For the nine months ended Total shares  Average price paid  authorized repurchase 
September 30, 2010 repurchased  per share(a)  (in millions)(b) 
 
First quarter
    $  $6,221 
 
Second quarter
  3,491,900   38.73   6,085 
 
July
  16,297,562   38.05   5,465 
August
  32,204,621   38.62   4,222 
September
  8,015,650   39.07   3,908 
 
Third quarter
  56,517,833   38.52   3,908 
 
Year-to-date
  60,009,733  $38.53  $3,908 
 
(a) Excludes commission costs.
 
(b) The amount authorized by the Board of Directors excludes commissions cost.

201


Table of Contents

Participants in the Firm’s stock-based incentive plans may have shares withheld to cover income taxes. Shares withheld to pay income taxes are repurchased pursuant to the terms of the applicable plan and not under the Firm’s share repurchase program. Shares repurchased pursuant to these plans during the third quarter of 2010 were as follows:
         
For the nine months ended Total shares  Average price paid 
September 30, 2010 repurchased  per share 
 
First quarter
  2,444  $41.88 
 
Second quarter
  393   30.01 
 
July
  173   36.45 
August
  36   37.09 
September
  84   39.79 
 
Third quarter
  293   37.49 
 
Year-to-date
  3,130  $39.98 
 
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5 Other Information
Steven D. Black, Vice Chairman, has advised the Firm that he plans to leave the Firm early in 2011 and has stepped down from the Firm’s Operating Committee and Executive Committee.
Item 6 Exhibits
31.1 — Certification
31.2 — Certification
32 — Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document(a)(b)
101.SCH XBRL Taxonomy Extension Schema Document(b)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document(b)
101.LAB XBRL Taxonomy Extension Label Linkbase Document(b)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document(b)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document(b)
 
(a) Pursuant to Rule 405 of Regulation S-T, includes the following financial information included in the Firm’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, formatted in XBRL (eXtensible Business Reporting Language) interactive data files: (i) the Consolidated Statements of Income for the three and nine months ended September 30, 2010 and 2009, (ii) the Consolidated Balance Sheets as of September 30, 2010, and December 31, 2009, (iii) the Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for the nine months ended September 30, 2010 and 2009, (iv) the Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009, and (v) the Notes to Consolidated Financial Statements.
 
(b) Filed herewith.

202


Table of Contents

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 thereunto duly authorized.
       
 
   JPMORGAN CHASE & CO.  
 
   (Registrant)  
 
      
 
      
Date: November 8, 2010
 By /s/ Louis Rauchenberger  
 
   
 
Louis Rauchenberger
  
 
      
 
   Managing Director and Controller  
 
   [Principal Accounting Officer]  

203


Table of Contents

INDEX TO EXHIBITS
   
EXHIBIT NO. EXHIBITS
 
  
31.1
 Certification
 
  
31.2
 Certification
 
  
32
 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
 
  
101.INS
 XBRL Instance Document††
 
  
101.SCH
 XBRL Taxonomy Extension Schema Document††
 
  
101.CAL
 XBRL Taxonomy Extension Calculation Linkbase Document††
 
  
101.LAB
 XBRL Taxonomy Extension Label Linkbase Document††
 
  
101.PRE
 XBRL Taxonomy Extension Presentation Linkbase Document††
 
  
101.DEF
 XBRL Taxonomy Extension Definition Linkbase Document††
 
 This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
 
†† As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

204