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 ~~June~~September 30, 2011			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)

(212) 270-6000

(Registrant’s telephone number, including area code)

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.

T 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).

T 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 T Accelerated filer o .

Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company o .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes T No

Number of shares of common stock outstanding as of ~~July~~October 31, 2011: ~~3,899,050,011~~3,799,765,675

FORM 10-Q

TABLE OF CONTENTS



		Page
Part I - Financial information
Item 1	Consolidated Financial Statements – JPMorgan Chase & Co.:
	Consolidated Statements of Income (unaudited) for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010	98100
	Consolidated Balance Sheets (unaudited) at ~~June~~September 30, 2011, and December 31, 2010	99101
	Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (unaudited) for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010	~~100~~102
	Consolidated Statements of Cash Flows (unaudited) for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010	~~101~~103
	Notes to Consolidated Financial Statements (unaudited)	~~102~~104
	Report of Independent Registered Public Accounting Firm	~~183~~193
	Consolidated Average Balance Sheets, Interest and Rates (unaudited) for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010	~~184~~194
	Glossary of Terms and Line of Business Metrics	~~186~~196
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations:
	Consolidated Financial Highlights	3
	Introduction	4
	Executive Overview	6
	Consolidated Results of Operations	11
	Explanation and Reconciliation of the ~~Firm's~~Firms Use of Non-GAAP Financial Measures	14
	Business Segment Results	1716
	International Operations	48
	Balance Sheet Analysis	49
	Off-Balance Sheet Arrangements	52
	Capital Management	57
	Risk Management	61
	Supervision and Regulation	9294
	Critical Accounting Estimates Used by the Firm	9295
	Accounting and Reporting Developments	9698
	Forward-Looking Statements	9799
Item 3	Quantitative and Qualitative Disclosures About Market Risk	~~191~~201
Item 4	Controls and Procedures	~~191~~202
Part II - Other information
Item 1	Legal Proceedings	~~192~~202
Item 1A	Risk Factors	~~192~~202
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	~~193~~204
Item 3	Defaults Upon Senior Securities	~~195~~206
Item 5	Other Information	~~195~~206
Item 6	Exhibits	~~195~~206

JPMORGAN CHASE & CO.

CONSOLIDATED FINANCIAL HIGHLIGHTS


(unaudited) (in millions, except per share, headcount and ratio data)																Six months ended June 30,																					Nine months ended September 30,
As of or for the period ended,	2Q11			1Q11			4Q10			3Q10			2Q10			2011			2010			3Q11			2Q11			1Q11			4Q10			3Q10			2011			2010
Selected income statement data
Total net revenue	$	26,779		$	25,221		$	26,098		$	23,824		$	25,101		$	52,000		$	52,772		$	23,763		$	26,779		$	25,221		$	26,098		$	23,824		$	75,763		$	76,596
Total noninterest expense	16,842			15,995			16,043			14,398			14,631			32,837			30,755			15,534			16,842			15,995			16,043			14,398			48,371			45,153
Pre-provision profit^(a)	9,937			9,226			10,055			9,426			10,470			19,163			22,017			8,229			9,937			9,226			10,055			9,426			27,392			31,443
Provision for credit losses	1,810			1,169			3,043			3,223			3,363			2,979			10,373			2,411			1,810			1,169			3,043			3,223			5,390			13,596
Income before income tax expense	8,127			8,057			7,012			6,203			7,107			16,184			11,644			5,818			8,127			8,057			7,012			6,203			22,002			17,847
Income tax expense	2,696			2,502			2,181			1,785			2,312			5,198			3,523			1,556			2,696			2,502			2,181			1,785			6,754			5,308
Net income	$	5,431		$	5,555		$	4,831		$	4,418		$	4,795		$	10,986		$	8,121		$	4,262		$	5,431		$	5,555		$	4,831		$	4,418		$	15,248		$	12,539
Per common share data
Net income per share: Basic	$	1.28		$	1.29		$	1.13		$	1.02		$	1.10		$	2.57		$	1.84		$	1.02		$	1.28		$	1.29		$	1.13		$	1.02		$	3.60		$	2.86
Diluted	1.27			1.28			1.12			1.01			1.09			2.55			1.83			1.02			1.27			1.28			1.12			1.01			3.57			2.84
Cash dividends declared per share^(b)	0.25			0.25			0.05			0.05			0.05			0.50			0.10			0.25			0.25			0.25			0.05			0.05			0.75			0.15
Book value per share	44.77			43.34			43.04			42.29			40.99			44.77			40.99			45.93			44.77			43.34			43.04			42.29			45.93			42.29
Common shares outstanding
Average: Basic	3,958.4			3,981.6			3,917.0			3,954.3			3,983.5			3,970.0			3,977.0			3,859.6			3,958.4			3,981.6			3,917.0			3,954.3			3,933.2			3,969.4
Diluted	3,983.2			4,014.1			3,935.2			3,971.9			4,005.6			3,998.6			4,000.2			3,872.2			3,983.2			4,014.1			3,935.2			3,971.9			3,956.5			3,990.7
Common shares at period-end	3,910.2			3,986.6			3,910.3			3,925.8			3,975.8			3,910.2			3,975.8			3,798.9			3,910.2			3,986.6			3,910.3			3,925.8			3,798.9			3,925.8
Share price^(c)
High	$	47.80		$	48.36		$	43.12		$	41.70		$	48.20		$	48.36		$	48.20		$	42.55		$	47.80		$	48.36		$	43.12		$	41.70		$	48.36		$	48.20
Low	39.24			42.65			36.21			35.16			36.51			39.24			36.51			28.53			39.24			42.65			36.21			35.16			28.53			35.16
Close	40.94			46.10			42.42			38.06			36.61			40.94			36.61			30.12			40.94			46.10			42.42			38.06			30.12			38.06
Market capitalization	160,083			183,783			165,875			149,418			145,554			160,083			145,554			114,422			160,083			183,783			165,875			149,418			114,422			149,418
Selected ratios
Return on common equity (“ROE”)	12		%	13		%	11		%	10		%	12		%	13		%	10		%	9		%	12		%	13		%	11		%	10		%	11		%	10		%
Return on tangible common equity (“ROTCE”)	17			18			16			15			17			18			15			13			17			18			16			15			16			15
Return on assets (“ROA”)	0.99			1.07			0.92			0.86			0.94			1.03			0.80			0.76			0.99			1.07			0.92			0.86			0.94			0.82
Overhead ratio	63			63			61			60			58			63			58			65			63			63			61			60			64			59
Deposits-to-loans ratio	152			145			134			131			127			152			127			157			152			145			134			131			157			131
Tier 1 capital ratio	12.4			12.3			12.1			11.9			12.1									12.1			12.4			12.3			12.1			11.9
Total capital ratio	15.7			15.6			15.5			15.4			15.8									15.3			15.7			15.6			15.5			15.4
Tier 1 leverage ratio	7.0			7.2			7.0			7.1			6.9									6.8			7.0			7.2			7.0			7.1
Tier 1 common capital ratio^(d)	10.1			10.0			9.8			9.5			9.6									9.9			10.1			10.0			9.8			9.5
Selected balance sheet data (period-end)^(e)
Trading assets	$	458,722		$	501,148		$	489,892		$	475,515		$	397,508		$	458,722		$	397,508		$	461,531		$	458,722		$	501,148		$	489,892		$	475,515		$	461,531		$	475,515
Securities	324,741			334,800			316,336			340,168			312,013			324,741			312,013			339,349			324,741			334,800			316,336			340,168			339,349			340,168
Loans	689,736			685,996			692,927			690,531			699,483			689,736			699,483			696,853			689,736			685,996			692,927			690,531			696,853			690,531
Total assets	2,246,764			2,198,161			2,117,605			2,141,595			2,014,019			2,246,764			2,014,019			2,289,240			2,246,764			2,198,161			2,117,605			2,141,595			2,289,240			2,141,595
Deposits	1,048,685			995,829			930,369			903,138			887,805			1,048,685			887,805			1,092,708			1,048,685			995,829			930,369			903,138			1,092,708			903,138
Long-term debt^(e)	279,228			269,616			270,653			271,495			260,442			279,228			260,442			273,688			279,228			269,616			270,653			271,495			273,688			271,495
Common stockholders’ equity	175,079			172,798			168,306			166,030			162,968			175,079			162,968			174,487			175,079			172,798			168,306			166,030			174,487			166,030
Total stockholders' equity	182,879			180,598			176,106			173,830			171,120			182,879			171,120
Total stockholders’ equity																						182,287			182,879			180,598			176,106			173,830			182,287			173,830
Headcount	250,095			242,929			239,831			236,810			232,939			250,095			232,939			256,663			250,095			242,929			239,831			236,810			256,663			236,810
Credit quality metrics
Allowance for credit losses	$	29,146		$	30,438		$	32,983		$	35,034		$	36,748		$	29,146		$	36,748		$	29,036		$	29,146		$	30,438		$	32,983		$	35,034		$	29,036		$	35,034
Allowance for loan losses to total retained loans	4.16		%	4.40		%	4.71		%	4.97		%	5.15		%	4.16		%	5.15		%	4.09		%	4.16		%	4.40		%	4.71		%	4.97		%	4.09		%	4.97		%
Allowance for loan losses to retained loans excluding purchased credit-impaired loans^(f)	3.83			4.10			4.46			5.12			5.34			3.83			5.34			3.74			3.83			4.10			4.46			5.12			3.74			5.12
Nonperforming assets	$	13,240		$	14,986		$	16,557		$	17,656		$	18,156		$	13,240		$	18,156		$	12,194		$	13,240		$	14,986		$	16,557		$	17,656		$	12,194		$	17,656
Net charge-offs^(g)	3,103			3,720			5,104			4,945			5,714			6,823			13,624			2,507			3,103			3,720			5,104			4,945			9,330			18,569
Net charge-off rate^(g)	1.83		%	2.22		%	2.95		%	2.84		%	3.28		%	2.02		%	3.88		%	1.44		%	1.83		%	2.22		%	2.95		%	2.84		%	1.83		%	3.53		%
Wholesale net charge-off rate	0.14			0.30			0.49			0.49			0.44			0.21			1.14
Wholesale net charge-off/(recovery) rate																						(0.24		)	0.14			0.30			0.49			0.49			0.05			0.92
Consumer net charge-off rate^(g)	2.74			3.18			4.12			3.90			4.49			2.96			5.03			2.40			2.74			3.18			4.12			3.90			2.78			4.66

(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.


(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 March 18, 2011, the Board of Directors increased the ~~Firm's~~Firm’s quarterly common stock dividend from ~~$0.05~~$0.05 to ~~$0.25~~$0.25 per share.


(c)	Share prices shown for JPMorgan Chase’s common stock are from the New York Stock Exchange. JPMorgan ~~Chase's~~Chase’s common stock is also listed and traded on the London Stock Exchange and the Tokyo Stock Exchange.


(d)	Tier 1 common capital ratio (“Tier 1 common ratio”) is Tier 1 common capital divided by risk-weighted assets. The Firm uses Tier 1 common capital (“Tier 1 common”) along with the other capital measures to assess and monitor its capital position. For further discussion of Tier 1 common capital ratio, see Regulatory capital on pages 57–60 of this Form 10-Q.


(e)	Effective January 1, 2011, the long-term portion of advances from Federal Home Loan Banks (“FHLBs”) was reclassified from other borrowed funds to long-term debt. Prior periods have been revised to conform with the current presentation.


(f)	Excludes the impact of home lending purchased credit-impaired (“PCI”) loans. For further discussion, see Allowance for credit losses on pages ~~86–88~~87–89 of this Form 10-Q.


(g)	Net charge-offs and net charge-off rates for the fourth quarter of 2010 include the effect of $632 million of charge-offs related to the estimated net realizable value of the collateral underlying delinquent residential home loans. Because these losses were previously recognized in the provision and allowance for loan losses, this adjustment had no impact on the Firm's net income.

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 & Co. (“JPMorgan Chase” or the “Firm”). See the Glossary of terms on pages ~~186–189~~196–199 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. For a discussion of such risks and uncertainties, see Forward-looking Statements on page 9799 and Part II, Item 1A: Risk Factors, on pages 202–204 of this Form 10-Q, Part II, Item 1A, Risk Factors on pages ~~192~~–~~193~~181 and 192-193 of ~~this~~JPMorgan Chase's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, and June 30, 2011, respectively, and Part I, Item ~~1A,~~1A: Risk Factors on pages 5–12 of JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the U.S. Securities and Exchange Commission (“2010 Annual Report” or “2010 Form 10-K”), to which reference is hereby made.

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 $~~2.2~~2.3 trillion in assets, $~~182.9~~182.3 billion in stockholders’ equity and operations in more than 60 countries as of ~~June~~September 30, 2011. The Firm is a leader in investment banking, financial services for consumers and small business, commercial banking, financial transaction processing, asset management and private equity. 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”), 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~~’sFirm’s consumer businesses comprise the Retail Financial Services and Card Services & Auto 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.~~banking. Customers can use ~~more than~~nearly ~~5,300~~5,400 bank branches (third-largest nationally) and more than ~~16,400~~16,700 ATMs (second-largest nationally), as well as online and mobile banking around the clock. ~~More than~~Nearly ~~30,900~~32,100 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~~ ~~16,500~~ ~~auto dealerships and can get student loans certified by more than~~ ~~1,900~~ ~~schools and universities nationwide.~~

~~Card Services~~

Card Services & Auto

Card Services & Auto(“~~CS”~~Card”) is one of the nation’s largest credit card issuers, with over $~~125~~127 billion in credit card loans and over 6564 million ~~million~~ open ~~accounts.~~credit card accounts (excluding the commercial card portfolio). In the ~~six~~nine months ended ~~June~~September 30, 2011, customers used Chase credit cards (excluding the commercial card portfolio) to meet over $~~163~~250 billion of their spending needs. Through its merchant acquiring business, Chase Paymentech Solutions, CSCard is a global leader in payment processing and merchant acquiring. Consumers also can obtain loans through more than 16,900 auto dealerships and 1,900 schools and universities nationwide.

Commercial Banking

Commercial Banking (“CB”) delivers extensive industry knowledge, local expertise and dedicated service to ~~nearly~~more than ~~25,000~~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 nearly 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 IB, CB, RFS and Asset Management businesses to serve clients firmwide. 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 $~~1.9~~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.

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.

Economic environment

The U.S. ~~economic recovery continued~~economy strengthened in the ~~second~~third quarter, of ~~2011, though the pace seemed~~led by a pickup in consumer and business spending. Overall labor market indicators continued to ~~have slowed, due, in part, to the major disruptions in the global supply chain for the auto industry as a result of the earthquake and tsunami in Japan~~be weak, and the ~~sharp rise in oil prices during the first half of the year. Labor market indicators were weaker than anticipated in the second quarter and the struggling~~unemployment rate remained elevated. The housing ~~and construction sectors~~sector remained ~~depressed. However, household spending and~~depressed; however, business investment in equipment and software continued to ~~expand.~~increase. Also, inflation moderated since earlier in the year as energy prices declined from their peaks.

~~To promote~~Concerns about sovereign debt in Greece and other euro-zone countries, as well as the sovereign debt exposures of the European banking system, were a ~~faster pace~~source of stress in the global financial markets during the quarter. The impact of these strains on U.S. economic ~~recovery,~~activity is difficult to judge, but the resulting volatility in the debt and capital markets has likely affected household and business confidence.

The Board of Governors of the Federal Reserve ~~maintained~~System (the "Federal Reserve") took several actions during the third quarter and in earlier periods to support a stronger economic recovery and to help support conditions in mortgage markets. These actions included extending the average maturity of its ~~existing policy~~holdings of securities, reinvesting principal payments from its holdings of agency debt and U.S. government agency mortgage-backed securities ~~holdings~~into other agency mortgage-backed securities and ~~completed the purchase~~maintaining its existing policy of ~~$600 billion of longer-term~~rolling over maturing U.S. Treasury securities ~~in the second quarter.~~at auction. The Federal Reserve ~~also held~~maintained the target range for the federal funds rate at zero to one-quarter percent and ~~continued to indicate~~provided specific guidance regarding its prediction about policy rates, saying that economic conditions were likely to warrant aexceptionally low levels for the federal funds rate ~~for an extended period.~~at least through mid-2013.

Financial performance of JPMorgan Chase


	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except per share data and ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Selected income statement data
Total net revenue	$	26,779		$	25,101		7	%	$	52,000		$	52,772		(1	)%	$	23,763		$	23,824		—	%	$	75,763		$	76,596		(1	)%
Total noninterest expense	16,842			14,631			15		32,837			30,755			7		15,534			14,398			8		48,371			45,153			7
Pre-provision profit	9,937			10,470			(5	)	19,163			22,017			(13	)	8,229			9,426			(13	)	27,392			31,443			(13	)
Provision for credit losses	1,810			3,363			(46	)	2,979			10,373			(71	)	2,411			3,223			(25	)	5,390			13,596			(60	)
Net income	5,431			4,795			13		10,986			8,121			35		4,262			4,418			(4	)	15,248			12,539			22
Diluted earnings per share	1.27			1.09			17		2.55			1.83			39		1.02			1.01			1		3.57			2.84			26
Return on common equity	12		%	12		%			13		%	10		%			9		%	10		%			11		%	10		%
Capital ratios
Tier 1 capital	12.4			12.1													12.1			11.9
Tier 1 common	10.1			9.6													9.9			9.5

Business overview

JPMorgan Chase reported ~~second-quarter~~third-quarter 2011 net income of $~~5.4~~4.3 billion, or $~~1.27~~1.02 per share, on net revenue of $~~26.8~~23.8 billion. Net income was updown ~~13%~~4% compared with net income of $~~4.8~~4.4 billion, or $~~1.09~~1.01 per share, in the ~~second~~third quarter of 2010. ROE for the third quarter of 2011 was ~~12%~~9%, ~~unchanged from~~compared with 10% in the prior year. Current-quarter results included several significant items, including a ~~$1.0 billion~~$542 million pretax (~~$0.15~~($0.09 per share after-tax) ~~benefit from a reduction~~loss in ~~the allowance for loan losses in Card Services; an~~ ~~$837 million~~Private Equity; $1.0 billion pretax (~~$0.12~~ ~~per share after-tax) benefit from securities gains in Corporate; a~~ ~~$1.0 billion~~ ~~pretax (~~$($0.15 ~~per share after-tax) expense for estimated costs of foreclosure-related matters in Retail Financial Services; and~~ ~~$1.3 billion~~ ~~pretax ($0.19~~ per share after-tax) of additional litigation ~~reserves,~~expense, predominantly for mortgage-related matters, in ~~Corporate.~~Corporate; and a $1.9 billion pretax ($0.29 per share after-tax) benefit from debit valuation adjustment (“DVA”) gains in the Investment Bank, resulting from widening of the Firm’s credit spreads. In the Investment Bank, Credit Portfolio also recognized a $691 million pretax ($0.11 per share after-tax) net loss, including hedges, from credit valuation adjustments (“CVA”) on derivative assets, due to the widening of credit spreads for the Firm’s counterparties.

The ~~increase~~decrease in net income for the ~~second~~third quarter of 2011 was driven by higher ~~net revenue and~~noninterest expense, largely offset by a ~~significantly~~ lower provision for credit ~~losses, largely offset by higher noninterest expense.~~losses. Net revenue ~~growth resulted from higher levels of~~was flat compared with the prior-year quarter, as lower principal transactions revenue, ~~investment banking fees and asset management, administration and commissions revenue, partially offset by~~ lower net interest income, and lower investment banking fees were largely offset by higher mortgage fees and related income, and higher securities gains. The increase in mortgage fees and related income was driven by lower repurchase losses compared with the prior year which included a $1.5 billion increase in the mortgage repurchase reserve. The decline in net interest income was driven predominantly by runoff of higher-yielding loans and spread compression. The decrease in the provision for credit losses reflected ~~improvement in~~improved delinquency trends across most consumer portfolios compared with the ~~credit environment.~~prior year. The increase in noninterest expense was driven by higher noncompensation ~~expense due to additional litigation reserves, predominantly for mortgage-related matters, and expense for the estimated costs of foreclosure-related matters.~~expense.

The Firm’s ~~second-quarter~~third-quarter results reflected ~~strong earnings~~a challenging investment banking and ~~solid client flows~~capital markets environment which contributed to lower revenue in the Investment Bank ~~record~~(excluding the DVA gain). However, the Investment Bank maintained its #1 ranking in Global Investment Banking Fees for the first nine months of 2011. Retail Financial Services demonstrated good underlying performance, with solid revenue and increased deposits in Consumer & Business Banking and strong retail mortgage origination volumes in the Mortgage Banking business. In the Card business, credit card sales volume, excluding Commercial Card, was up 10% compared with the prior year. Commercial Banking reported continued loan growth and record liability balances. In Treasury & Securities Services, trade finance loans increased 69% and liability balances increased 41%. Corporate/Private Equity results included private equity losses, compared with gains in ~~Commercial Banking,~~the third quarter of 2010, reflecting economic conditions. Corporate/Private Equity results were also negatively affected by the Firm’s decision to take certain positions in its securities portfolio in anticipation of an eventual increase in interest rates, and ~~solid performance across most other businesses. Retail Banking within~~by additional litigation expense.

Wholesale credit trends in the third quarter remained stable. Delinquency trends in Retail Financial Services ~~continued to demonstrate good underlying performance, but RFS overall continued to be negatively affected by high expenses for mortgage-related issues, including a~~ ~~$1.0 billion~~ expense for estimated litigation and other costs of foreclosure-related matters. Results for the second quarter also reflected continued improvement in credit trends across the consumer and wholesale portfolios. With respect to the credit card portfolio, delinquencies and net charge-offs improved, and the Firm reduced loan loss reserves by ~~$1.0 billion~~ ~~as estimated losses declined. With respect to the mortgage portfolio, delinquency and net charge-off trends~~ improved modestly compared with the prior year and were flat compared with the prior quarter; ~~however, net charge-offs~~while losses in the mortgage and home equity portfolios remained high and ~~credit losses~~ are expected to ~~remain~~stay elevated. Net charge-offs improved in the Chase credit card portfolio, and lower estimated losses resulted in a reduction in the allowance for loan losses for the portfolio in the third quarter of 2011.

JPMorgan ~~Chase’s balance sheet remained strong, ending~~Chase ended the ~~second~~third quarter with a Basel I Tier 1 Common ratio of ~~10.1%~~9.9%. This strong ~~and growing~~ capital ~~base~~position enabled the Firm to repurchase ~~$3.5~~$4.4 billion of common stock and warrants during the third quarter. The Firm estimated that its Basel III Tier 1 Common ratio was approximately 7.7% at September 30, 2011. Total firmwide credit reserves ~~at quarter-end were~~of $~~29.1~~29.0 billion, were flat compared with the level at June 30, 2011, resulting in a firmwide loan loss coverage ratio of ~~3.83%~~3.74%, excluding purchased credit-impaired loans. Total deposits increased to $1.1 trillion, up 21% from the prior year. Total stockholders’ equity at ~~June~~September 30, 2011, was $~~182.9~~182.3 billion.

Net income for the first ~~six~~nine months of 2011 was $~~11.0~~15.2 billion, or $~~2.55~~3.57 per share, compared with $~~8.1~~12.5 billion, or $~~1.83~~2.84 per share, in the first ~~half~~nine months of 2010. The increase was driven by a significantly lower provision for credit losses, partially offset by higher noninterest expense and lower net revenue. The lower provision for credit losses reflected an improved credit ~~environment.~~environment compared with the prior year. The modest decline in net revenue for the first ~~six~~nine months of ~~the year~~2011 was driven by lower net interest income, ~~mortgage fees and related income and securities gains, largely~~predominantly offset by higher ~~levels of principal transactions revenue, investment banking fees and~~ asset management, administration and commissions ~~revenue.~~revenue, higher credit card income and higher investment banking fees. The increase in noninterest expense compared with the first ~~six~~nine months of 2010 was driven by ~~expenses taken for the estimated costs of foreclosure-related matters in RFS and~~ higher compensation expense.

During the first ~~six~~nine months of 2011, JPMorgan Chase provided credit to and raised capital of over ~~$990 billion~~$1.3 trillion for its ~~clients.~~clients, up 22% compared with the same period last year; this included $12.6 billion lent to small businesses, up 71%. The Firm originated ~~mortgages to~~ more than ~~360,000~~560,000 ~~people;~~mortgages; provided credit cards to approximately ~~4.6~~6.6 million people; and lent or increased credit to more than ~~16,800~~ ~~small businesses; lent to more than~~ ~~800~~1,100 not-for-profit and government entities, including states, municipalities, hospitals and ~~universities; extended or increased loan limits to approximately~~ ~~3,000~~ ~~middle-market companies; and lent to or raised capital for~~universities. In addition, the Firm has been very successful in hiring more than ~~5,000~~ ~~other corporations. JPMorgan Chase is the #1 Small Business Administration lender~~2,200 U.S. military veterans so far this year and has increased its net employee headcount in the U.S. ~~with more loans made than any other lender. In 2009 and 2010, the Firm lent~~by more than $7 billion and $10 billion, respectively, to small businesses, and has committed to lend at least $12 billion in 2011. The Firm remains committed to helping homeowners and preventing foreclosures; since the beginning of 2009, JPMorgan Chase has offered ~~1,177,000~~ ~~trial modifications to struggling homeowners.~~13,200.

The discussion that follows highlights the performance of each business segment compared with the prior-year quarter and presents results on a managed basis. 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 14–1615 of this Form 10-Q.

Investment Bank net income increased from the prior year ~~reflecting~~as higher net revenue was partially offset by an increased provision for credit losses and ~~lower~~higher noninterest ~~expense,~~expense. Net revenue included a $1.9 billion gain from DVA on certain structured and derivative liabilities, resulting from the widening of the Firm's credit spreads. This was partially offset by a ~~lower benefit~~$691 million net loss, including hedges, from CVA on derivative assets within Credit Portfolio, due to the ~~provision~~widening of credit spreads for ~~credit losses. The increase in net revenue was largely driven by higher investment banking fees and solid client revenue in~~the Firm’s counterparties. Fixed Income and Equity ~~Markets. Credit Portfolio~~Markets revenue ~~was a loss, primarily reflecting~~increased compared with the ~~negative net~~third quarter of 2010 due to the DVA gain. In addition, results in Fixed Income Markets reflected solid revenue from rates and currency-related products, partially offset by lower results in credit-related products. Equity Markets revenue reflected solid client revenue, partially offset by the impact of ~~credit-related valuation adjustments, largely offset by net interest income and fees on retained loans.~~challenging market conditions. The provision for credit losses was ~~a smaller benefit~~an expense in the ~~second~~third quarter of 2011, compared with a benefit in the ~~second~~third quarter of ~~2010 and reflected a reduction~~2010. The third quarter of 2011 included an increase in the allowance ~~for loan losses, largely due to net repayments. Noninterest~~that reflected a more cautious credit outlook. The increase in noninterest expense ~~decreased,~~was driven by ~~lower compensation~~higher noncompensation expense. ~~The prior-year results included the impact of the U.K. Bank Payroll Tax.~~

Retail Financial Services net income ~~decreased~~increased compared with the prior year driven by higher net revenue and a lower provision for credit losses, partially offset by higher noninterest expense. The increase in net revenue was driven by higher mortgage fees and related income, and higher debit card income and deposit-related fees, partially offset by lower net interest income resulting from lower loan balances due to the runoff of the mortgage loan portfolio. The provision for credit losses decreased, reflecting a reduction in net charge-offs, driven by a modest improvement in delinquency trends. The increase in noninterest expense from the prior year was driven by investments in branch and mortgage production sales and support staff, as well as elevated default-related costs.

Card Services & Autonet income decreased compared with the third quarter of 2010 driven by higher noninterest expense and lower net revenue, predominantly offset by a lower provision for credit losses. The decrease in net revenue was ~~largely~~driven by a decline in net interest income, reflecting lower average loan balances, narrower loan spreads and a decreased level of fees. These decreases were predominantly offset by lower revenue reversals associated with lower net charge-offs, and higher net interchange income. Credit card sales volume, excluding the Washington Mutual and Commercial Card portfolios, was up 10% from the prior year. The lower provision for credit losses reflected lower net charge-offs and a reduction of $370 million to the allowance for loan losses due to lower estimated losses. The increase in noninterest expense was due to higher marketing expense and the inclusion of the Commercial Card business.

Commercial Banking net income increased, driven by a lower provision for credit losses and higher net revenue. The increase in net revenue was driven by ~~higher mortgage fees~~growth in liability and ~~related income, deposit~~loan balances, ~~debit card income, deposit-related fees and investment sales revenue, partially~~predominantly offset by ~~lower~~spread compression on liability products and changes in the valuation of investments held at fair value. Average liability balances reached a record level in the third quarter of 2011, up 31% from the third quarter of 2010. End-of-period loan balances due to portfolio runoff. The provision for credit losses decreased, as delinquency trends and net charge-offs modestly improved compared with the prior year. However, the current-quarter provision continued to reflect elevated losses in the mortgage and home equity portfolios. Noninterest expense increased, driven by elevated foreclosure and default-related costs, including ~~$1.0 billion~~ ~~for estimated litigation and other costs of foreclosure-related matters.~~

~~Card Services~~ net income increased compared with the second quarter of 2010 driven by a lower provision for credit losses, 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 (including the impact of the Kohl’s portfolio sale), the impact of legislative changes and a decreased level of fees. These decreases were ~~largely offset by lower revenue reversals associated with lower net charge-offs. The provision for credit losses decreased~~up 9% from the prior year ~~reflecting lower net charge-offs~~ and a ~~$1.0 billion~~ ~~reduction in the allowance~~have increased for loan losses due to lower estimated losses. Noninterest expense increased, due to higher marketing expense and the inclusion of the Commercial Card business. Sales volume, excluding the Washington Mutual and Commercial Card portfolios, was ~~$83.1 billion, an increase of~~ ~~10%~~ ~~from the prior year.~~

~~Commercial Banking~~ ~~net income decreased, driven by an increase~~five consecutive quarters. The decrease in the provision for credit losses partially offset by record net revenue. Record net revenue was driven by growth in liability balances, wider loan spreads, higher investment banking revenue and growth in loan balances, partially offset by spread compression on liability products. The provision for credit losses was an expense compared with ~~a benefit in~~ the ~~prior-year.~~prior year reflected lower net charge-offs, mainly related to commercial real estate. Noninterest expense increased from the third quarter of 2010, primarily reflecting higher headcount-related expense. End-of-period loans of $102.7 billion, up 7% compared with the second quarter 2010, have increased for four consecutive quarters. Average liability balances of $162.8 billion have increased 19% from the second quarter 2010.

Treasury & Securities Services net income increased from the prior year, driven by higher net revenue and an increased benefit from the provision for credit ~~allocation benefit related to the Global Corporate Bank (“GCB”), partially~~losses, largely offset by higher noninterest expense. Worldwide Securities Services net revenue increased, driven by higher ~~market levels, higher~~ net interest income ~~and net inflows of assets under custody.~~due to higher deposit balances. Assets

under custody ~~were a record~~of $~~16.9~~16.3 trillion~~, an increase of~~ were up ~~14%~~2% from the prior year. Treasury Services net revenue ~~was relatively flat as higher trade loan volumes and~~increased, driven by higher deposit balances, ~~were largely~~predominantly offset by the effect of the transfer of the Commercial Card business to ~~CS and lower spreads on deposits.~~Card in the first quarter of 2011. The increased benefit in the provision for credit losses reflected a reduction in the allowance for loan losses resulting primarily from repayments. Higher noninterest expense was mainly driven by continued ~~investment in~~expansion into new ~~product platforms, primarily related to international expansion,~~markets and higher other noncompensation expense, partially offset by the transfer of the Commercial Card business to ~~CS.~~Card.

Asset Management net income ~~increased~~decreased from the prior year, reflecting higher ~~net revenue, predominantly~~noninterest expense, partially offset by higher ~~noninterest expense.~~net revenue. The growth in net revenue was ~~driven by~~due to higher deposit and loan balances, a gain on the ~~effect~~sale of ~~higher market levels,~~an investment, net inflows to products with higher margins, and the effect of higher market levels. This growth was partially offset by lower valuations of seed capital investments ~~higher deposit~~ and ~~loan balances, and higher performance fees. The increase in revenue was partially offset by~~ narrower deposit spreads. Assets under supervision of ~~$1.9~~$1.8 trillion increased ~~17%~~2% from the prior year due to deposit and custody inflows. Assets under management decreased slightly from the prior year due to net outflows from liquidity products and the effect of ~~higher market levels and~~lower markets, offset by net inflows to long-term ~~products, partially offset by net outflows~~products. The increase in noninterest expense largely resulted from ~~liquidity products. Noninterest~~non-client-related litigation expense ~~increased, largely resulting from~~and an increase in ~~headcount and higher performance-based compensation.~~compensation expense due to increased headcount.

Corporate/Private Equity reported a net loss for the third quarter of 2011, compared with net income ~~decreased compared with~~in the ~~second~~third quarter of 2010. Both Private ~~equity revenue increased, primarily~~Equity and Corporate reported net losses. In Private Equity the net loss was driven by ~~gains~~a significant decline in net revenue, driven primarily by net write-downs on ~~sales~~privately-held investments and ~~net increases~~lower valuations of public securities held at fair value in ~~investment valuations. Net~~the portfolio. In Corporate, net interest income was lower as a result of portfolio repositioning in anticipation of an eventual increase in market interest rates and a reduced benefit from financing the securities ~~gains decreased from the prior year.~~portfolio. Noninterest expense ~~was higher and~~ included ~~$1.3~~$1.0 billion of additional litigation ~~reserves,~~expense, predominantly for mortgage-related matters. Noninterest expense in the prior year included ~~$694 million~~$1.3 billion of additional litigation ~~reserves.~~expense, predominantly for mortgage-related matters.

2011 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. 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 page 9799 and Risk Factors on pages ~~192–193~~202–204 of this Form 10-Q.

JPMorgan Chase’s outlook for the ~~second half~~fourth quarter of 2011 and full-year 2012 should be viewed against the backdrop of the global and U.S. economies, financial markets activity, the geopolitical environment, the competitive environment, client activity levels, and regulatory and legislative developments in the U.S. and other countries where the Firm does business. Each of these linked factors will affect the performance of the Firm and its lines of business.

In the ~~Mortgage~~Consumer & Business Banking ~~Auto & Other Consumer Lending~~ business within RFS, ~~if mortgage interest rates remain at current levels or rise~~the Firm estimates that fourth-quarter 2011 revenue will be reduced by approximately $300 million as a result of the effect of the Durbin Amendment. Furthermore, as the full impact of the elimination of certain debit card rewards programs is reflected in the ~~future, management anticipates that loan production and margins~~run rate, the Durbin Amendment is expected to reduce revenue by approximately $1.0 billion on an annualized basis. Also, given the current low interest rate environment, spread compression will ~~be negatively affected, resulting in lower revenue~~likely reduce net income for this business ~~for full-year 2011 when compared with 2010.~~ in 2012 on an annualized basis by approximately $400 million.

In ~~addition,~~the Mortgage Production and Servicing business within RFS, revenue ~~in 2011~~ will continue to be negatively affected by continued elevated levels of repurchases of mortgages previously ~~sold, predominantly to U.S. government-sponsored entities (“GSEs”).~~sold. Management estimates that realized mortgage repurchase losses could be approximately ~~$1.2 billion~~ ~~on an annualized basis~~$350 million, or slightly higher, for the ~~remainder~~fourth quarter of 2011. Also for Mortgage Production and Servicing, management expects the business to continue to incur elevated default management and foreclosure-related costs including

The Firm expects noninterest expense in Mortgage Banking, Auto & Other Consumer Lending to remain, for the remainder of the year, at elevated levels similar to those incurred in the first half of 2011 (excluding the ~~$1.7 billion~~ ~~expense incurred during the first half of 2011 for various estimated~~

additional costs ~~related to foreclosure delays and potential settlements~~associated with ~~federal and state officials). These higher levels of noninterest expense are expected in light of increased servicing costs to enhance~~ the Firm’s mortgage servicing processes, particularly its loan modification and foreclosure procedures, and costs to comply with the Consent Orders entered into with the banking regulators. (See Enhancements to Mortgage Servicing on pages ~~84–85~~85–86 and Note 2316 on pages ~~172–179~~168–172 of this Form 10-Q for further information about the Consent Orders.) It is also possible that the Firm will incur additional fees and assessments related to foreclosure delays as well as other costs in connection with the potential settlement of the governmental investigations related to the Firm’s mortgage servicing procedures.

InFor the ~~Real Estate~~Mortgage Banking Portfolios ~~business~~ within RFS, management believes that ~~based on the current outlook for delinquencies and loss severity,~~ total quarterly net charge-offs could be approximately ~~$1.2~~$1.2 billion,. and it is possible that they could be modestly better. 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 annual reduction in the residential real estate portfolio is expected to reduce net interest income in each ~~period, including a reduction of approximately~~ ~~$700 million~~ ~~for full-year 2011 from the 2010 level, assuming no changes in interest rates during the year.~~period. However, over time, the reduction in net interest income is expected to be more than offset by an improvement in credit costs and lower expenses. AsIn addition, as the portfolio continues to run off, management anticipates that approximately ~~$1.0~~$1.0 billion of capital may become available for redeployment each year, subject to the capital requirements associated with the remaining portfolio.

In ~~CS,~~Card, given current high repayment rates, management expects end-of-period outstandings for the Chase credit card portfolio (excluding the Washington Mutual and Commercial Card portfolios) could be between $115 billion and $120 billion by the end of 2011. ~~Management estimates that the Washington Mutual portfolio could decline to~~ ~~$10 billion~~ ~~by the end of 2011.~~

~~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, management anticipates the~~The net charge-off rate for the Chase credit card portfolio, ~~(excluding the~~excluding Washington Mutual and Commercial Card, ~~portfolios)~~ could ~~be approximately~~ ~~4.5%~~ ~~for~~improve over the next quarter or so from the 4.34% reported in the third ~~quarter of 2011. Recent reserve~~

releases from the credit card allowance for loan losses reflect the continued improvement in the credit cycle. Management anticipates that as credit card net charge-offs begin to stabilize towards a normal through-the-cycle level, releases from the allowance will decline and eventually abate.quarter.

~~Economic data for the first half of 2011 seemed to imply that U.S. economic growth has slowed, and high unemployment rates and the difficult housing market have been persistent.~~ Ongoing weak economic conditions, combined with elevated delinquencies and ongoing discussions regarding mortgage foreclosure-related matters with federal and state officials, continue to result in a high level of uncertainty in the residential real estate portfolio. Further declines in U.S. housing prices and increases in the unemployment rate remain possible; were this to occur, currently anticipated results for both RFS and CSCard could be adversely affected.

In IB, TSS, CB and AM, revenue will be affected by market levels, volumes and volatility, which will influence client flows and assets under management, supervision and custody. For AM, management expects revenue to decline from the third-quarter 2011 run-rate as a result of the decline in asset values. CB and TSS will continue to experience lower net interest margins as long as market interest rates remain low. In addition, the wholesale credit environment will influence levels of charge-offs, repayments and provision for credit losses for IB, CB, TSS and ~~TSS.~~AM.

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 will generally trend with the size and duration of the investment securities portfolio. Corporate quarterly net income, excluding Private Equity, significant nonrecurring items and litigation expense, is anticipated to be approximately zero in the fourth quarter of 2011 due to spread compression and the Firm’s continued repositioning of the investment securities portfolio. In 2012, Corporate quarterly net income, excluding Private Equity, and excluding significant nonrecurring items and litigation expense, ~~and significant nonrecurring items, is anticipated~~could be approximately $200 million, though these results will depend on the decisions that the Firm makes over the course of the year with respect to ~~trend toward approximately~~ ~~$300 million~~ ~~per quarter. Furthermore, continued~~ repositioning of the investment securities portfolio in Corporate, changes in the mix of loans within the consumer loan portfolio and other factors, including continued low interest rates, could result in further downward pressure on the Firm’s net interest margin in the third quarter of 2011.portfolio.

The Firm faces litigation in its various roles as issuer and/or underwriter in mortgage-backed securities (“MBS”) offerings, primarily related to offerings involving third parties other than the ~~GSEs.~~U.S. government- sponsored entities (commonly referred to as the "GSEs"). It is possible that these matters will take a number of years to resolve; their ultimate resolution is inherently uncertain and reserves for such litigation matters may need to be increased in the future.

Management and the Firm’s Board of Directors continually evaluate ways to deploy the Firm’s strong capital base in order to enhance shareholder value. Such alternatives could include the repurchase of common stock and warrants, increasing the common stock dividend and pursuing alternative investment opportunities. ~~The~~In the first nine months of 2011, the Firm ~~expects to utilize the authorized~~ ~~$15.0~~repurchased $8.0 billion~~, multi-year~~ in common ~~equity repurchase program, of which up to~~ ~~$8.0 billion~~ isstock and warrants that had been approved by the Federal Reserve for 2011, to, at a minimum, repurchase the same amount of shares that it issues for employee stock-based incentive awards. Beyond this, the Firm intends to repurchase its common equity only when the Firm is generating capital in excess of that which is needed to fund its organic growth and when, in management’s judgment, such repurchases provide excellent value to the Firm’s existing shareholders. Management and the Board will continue to assess and make decisions regarding alternatives for deploying capital, as appropriate, over the course of the year. Any planned future dividend increases over the current level, or planned use of the repurchase program over the repurchases approved for 2011, will be reviewed by the Firm with its banking regulators before taking action.2011.

Regulatory developments

JPMorgan Chase is subject to regulation under state and federal laws in the U.S., as well as the applicable laws of each of the various other jurisdictions outside the U.S. in which the Firm does business. The Firm is currently experiencing a period of unprecedented change in regulation and such changes could have a significant impact on how the Firm conducts business. The Firm continues to work diligently in assessing and understanding the implications of the regulatory changes it is facing, and is devoting substantial resources to implementing all the new rules and regulations while meeting the needs and expectations of its clients. While the Firm has made a preliminary assessment of the likely impact of certain of the anticipated changes, as more fully described below, the Firm cannot, given the current status of the regulatory developments, quantify the possible effects on its business and operations of all of the significant changes that are currently underway. ~~See Risk Factors on pages 192–193~~

In September 2011, the Federal Deposit Insurance Corporation (“FDIC”) issued, and in October 2011, the Board of ~~this Form 10-Q for additional information.~~

~~In February 2011,~~Governors of the Federal Reserve System (the “Federal Reserve”) issued, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), ~~the FDIC issued~~ a final rule ~~changing its methodology for calculating~~that will require bank holding companies with assets of $50 billion or more and companies designated as systemically important by the ~~deposit insurance assessment rate for large banks. The new rule changes the assessment base from insured deposits~~Financial Stability Oversight Council (“FSOC”) to average consolidated total assets less average tangible equity, and changes the assessment rate calculation. These changes became effective on April 1, 2011, and, based on the Firm’s understanding of the final rule, are expectedreport periodically to ~~result in an aggregate annualized increase of approximately $500 million in the assessments that the Firm’s bank subsidiaries pay to the FDIC.~~

~~In June 2011, the Board of Governors of~~ the Federal Reserve, ~~System (the “Federal Reserve”~~the FDIC and the FSOC on a resolution plan under the Bankruptcy Code in the event of material financial distress or failure (a “resolution plan”) ~~adopted~~. In September 2011, the FDIC also issued an interim final rule that will require insured depository institutions with greater than $50 billion in assets to submit periodic contingency plans to the FDIC for resolution under the Federal Deposit Insurance Act in the event of failure. The timing of initial, annual and interim resolution plan submissions under both the rules is the same. The Firm’s initial resolution plan submissions are due on July 1, 2012, with annual updates thereafter, and the Firm is in the process of developing its resolution plans.

On October 1, 2011, the final rules implementing the Durbin Amendment provisions of the Dodd-Frank Act ~~which limits~~became effective. These rules limit the amount the Firm may charge for each debit card transaction it processes. ~~Based on~~The Firm currently anticipates that the ~~Firm’s current understanding~~effect of these rules will reduce fourth quarter 2011 revenue by approximately $300 million. Furthermore, as the full impact of the ~~final rules, which become effective on October 1, 2011, it~~elimination of certain debit card rewards programs is ~~anticipated that such rules will result, absent mitigation,~~reflected in ~~a decline in aggregate annualized gross~~the run rate, the Durbin Amendment is expected to reduce revenue ~~for Retail Banking of~~by approximately $1.0 billion ~~beginning in~~on an annualized basis.

Under the ~~fourth quarter~~Dodd-Frank Act, the Firm will be subject to comprehensive regulation of ~~2011.~~its derivatives business, including strict capital and margin requirements, central clearing of standardized over-the-counter derivatives, and heightened supervision. The ~~Firm is considering various actions it~~Dodd-Frank Act also requires banking entities, such as JPMorgan Chase, to significantly restructure their derivatives businesses, including changing the legal entities through which such businesses are conducted. The proposed margin rules for uncleared swaps may ~~take~~apply extraterritorially to ~~mitigate some~~U.S. firms doing business with foreign clients outside of the ~~anticipated decline~~United States. European and Asian firms doing business outside the United States would not be subject to requiring clients to post margin in ~~revenue over time, though any mitigating actions are not expected to wholly offset~~similar transactions. If the ~~loss of revenue. Accordingly, the~~rules become final as currently drafted, JPMorgan Chase could be at a significant competitive disadvantage, which could have a material adverse effect ~~of this regulation cannot be determined at this time.~~on its derivatives businesses.

The Firm will also be affected by the requirements of Section 619 of the Dodd-Frank Act, and specifically the provisions prohibiting proprietary trading and restricting the activities involving private equity and hedge funds (the “Volcker Rule”). ~~However,~~On October 11, 2011, regulators proposed the ~~revenue and net earnings generated~~remaining rules to implement the Volcker Rule. In order to begin planning for its implementation, the Firm is currently in the process of identifying the activities that it expects to be affected by the ~~Firm’s~~Volcker Rule. The Firm believes that proprietary trading activities ~~represent a de minimis portion~~are separable from client market making and other client driven businesses as well as risk management activities. Under the proposed rules, “proprietary trading” is defined as the trading of securities, derivatives, or futures (or options on any of the ~~revenue and net earnings~~foregoing) that is predominantly for the purpose of short-term resale, benefiting from short-term movements in prices or for realizing arbitrage profits for the ~~IB line~~Firm’s own account. The proposed rule’s definition of ~~business and of the Firm overall.~~proprietary trading does not include client market-making, or certain risk management activities. The Firm ceased some proprietary trading activities during 2010, and is planning to cease its remaining proprietary trading activities within the timeframe mandated by the Volcker Rule. ~~In addition, the application~~However, interpretation of the ~~Volcker Rule to~~proposed rules will occur over time and it is not clear under the proposed rules whether some portion of the Firm’s ~~private equity~~market-making and ~~hedge fund~~risk mitigation activities, ~~in its AM and IB lines of business,~~ as well as in the Corporate/Private Equity sector, is not expected to have a significant effect on the revenue or net earnings of the Firm or those lines of business. The Firm expects that certain private equity and hedge fund activities or investments expectedcurrently conducted, will be required to be ~~within the scope of the Volcker Rule will be redeemed~~curtailed or liquidated within the timeframe mandated by the Volcker Rule and the Firm is currently assessing alternative means by which either to exit any remaining activities and investments or conform them to the requirements of the Volcker Rule within the timeframe mandated.

While regulators have not yet proposed many of the rules to implement the Volcker Rule, in order to begin planning for its implementation, the Firm has attempted to identify the activities it expects to be affected by the Volcker Rule. In this regard, the Firm defines “proprietary trading” as the trading of securities, derivatives, or futures (or options on any of the foregoing) that is predominantly used to realize gains from short-term movements in prices for the Firm’s own account. The Firm’s proprietary trading activities are typically conducted separately from other business activities and segregated organizationally and physically from client market-making and other client-driven businesses as well as from risk management activities. The Firm’s definition of proprietary trading does not include client market-making, long term investment activities or risk management activities. However, until the remainder of the implementing rules are adopted, the Firm will not know the extent to which the Volcker Rule will affect its ability to engage in these activities.otherwise adversely affected.

In June 2011, the Basel Committee and the Financial Stability Board (“FSB”) announced that certain global systemically important banks (“GSIBs”) would be required to maintain additional capital, above the Basel III Tier 1 common equity minimum, in amounts ranging from 1% to 2.5%, depending upon the bank’s systemic importance. Furthermore, in order to provide a disincentive for banks facing the highest required level of Tier 1 common equity to “increase materially their global systemic importance in the future,” an additional 1% charge could be applied. JPMorgan Chase estimates that its Basel III Tier 1 common ratio was approximately ~~7.6%~~7.7% at the end of the ~~second~~third quarter of 2011. This level is well in excess of that which is required today under existing rules and is greater than the level the Firm expects will be required under the proposed rules for up to five years, including the additional buffer for GSIBs. The Firm expects that its strong capital position and significant earnings power will allow it to actively grow its business and rapidly meet any proposed Basel III requirements as they are phased in. ~~The Firm intends to keep its capital ratios approximately at current levels, subject to regulatory approval, as management does not see a need to manage to higher ratios ahead of time.~~

CONSOLIDATED RESULTS OF OPERATIONS

The following section provides a comparative discussion of JPMorgan Chase’s Consolidated Results of Operations on a reported basis for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010. 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 ~~92–95~~95–97 of this Form 10-Q and pages 149–154 of JPMorgan Chase’s 2010 Annual Report.


Revenue	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011		2010		Change
Investment banking fees	$	1,933	$	1,421	36	%	$	3,726	$	2,882	29	%	$	1,052	$	1,476	(29	)%	$	4,778	$	4,358	10	%
Principal transactions	3,140		2,090		50		7,885		6,638		19		1,370		2,341		(41	)	9,255		8,979		3
Lending- and deposit-related fees	1,649		1,586		4		3,195		3,232		(1	)	1,643		1,563		5		4,838		4,795		1
Asset management, administration and commissions	3,703		3,349		11		7,309		6,614		11		3,448		3,188		8		10,757		9,802		10
Securities gains	837		1,000		(16	)	939		1,610		(42	)	607		102		495		1,546		1,712		(10	)
Mortgage fees and related income	1,103		888		24		616		1,546		(60	)	1,380		707		95		1,996		2,253		(11	)
Credit card income	1,696		1,495		13		3,133		2,856		10		1,666		1,477		13		4,799		4,333		11
Other income	882		585		51		1,456		997		46		780		468		67		2,236		1,465		53
Noninterest revenue	14,943		12,414		20		28,259		26,375		7		11,946		11,322		6		40,205		37,697		7
Net interest income	11,836		12,687		(7	)	23,741		26,397		(10	)	11,817		12,502		(5	)	35,558		38,899		(9	)
Total net revenue	$	26,779	$	25,101	7	%	$	52,000	$	52,772	(1	)%	$	23,763	$	23,824	—	%	$	75,763	$	76,596	(1	)%

Total net revenue for the ~~second~~third quarter of 2011 was $~~26.8~~23.8 billion, ~~an increase of~~ ~~$1.7 billion, or~~ 7%~~, from~~relatively flat compared with the ~~second~~third quarter of 2010. ~~Revenue growth was driven by higher levels of~~Lower principal transactions revenue ~~investment banking fees,~~ and ~~asset management, administration and commissions revenue,~~net interest income were largely offset by ~~lower net interest income.~~higher mortgage fees and related income and securities gains. For the first ~~six~~nine months of 2011, total net revenue was $~~52.0~~75.8 billion, ~~a modest decline compared with~~down slightly from the first ~~six~~nine months of ~~2010, as lower~~2010. Lower net interest income ~~mortgage fees and related income, and securities gains more than~~was largely offset ~~revenue growth from~~by higher ~~levels of principal transactions revenue, investment banking fees, and~~ asset management, administration and commissions ~~revenue.~~revenue, credit card income and other income.

Investment banking fees ~~increased~~for the third quarter of 2011 decreased compared with ~~both~~ the ~~second quarter and first six months of 2010 and were a record~~prior year, in particular, for ~~the first six months of 2011. Debt underwriting fees were also a record for the first six months of 2011. Advisory fees,~~ debt underwriting ~~fees~~ and equity underwriting, due to lower industry-wide volumes. For the first nine months of 2011, investment banking fees were higher, driven predominantly by an increase in ~~both periods of comparison, as~~advisory fees, reflecting higher industry-wide completed M&A ~~and capital-raising~~ volumes ~~increased from their~~relative to the comparable 2010 ~~levels.~~level. For additional information on investment banking fees, which are primarily recorded in IB, see IB segment results on pages ~~19–22~~18–21 of this Form 10-Q.

Principal transactions revenue decreased compared with the third quarter of 2010, driven by private equity losses, partially offset by higher trading revenue. The private equity losses were primarily due to net write-downs on private investments and lower valuations of public securities held at fair value in the Corporate/Private Equity portfolio. Trading revenue included a $1.9 billion gain from DVA on certain structured and derivative liabilities, resulting from the widening of the Firm’s credit spreads, partially offset by a $691 million net loss, including hedges, from CVA on derivative assets within Credit Portfolio in IB, due to the widening of credit spreads for the Firm’s counterparties. Excluding the DVA and CVA results, trading revenue declined as a result of the challenging market conditions. For the first nine months of 2011, principal transactions revenue increased compared with the ~~second quarter and first six months~~prior year, driven largely by DVA gains of 2010, primarily driven by gains on sales and net increases in investment valuations in Corporate/Private Equity, as a result of continued improvement in market conditions related to certain portfolio investments. Trading revenue increased$2.0 billion compared with $494 million in the ~~second quarter of 2011 compared with~~prior year, as well as higher private equity gains relative to the ~~second quarter of 2010 but decreased~~comparable period in ~~the first half of 2011 compared with the first half of~~ 2010. ~~Client revenue~~These were offset by a $828 million net loss, including hedges, from CVA on derivative assets within Credit Portfolio in ~~IB remained solid in both periods of comparison, reflecting the strength and depth of the client franchise.~~IB. For additional information on principal transactions revenue, see IB and Corporate/Private Equity segment results on pages ~~19–22~~18–21 and ~~46–47,~~46-47, respectively, and Note 6 on pages ~~124–125~~126–127 of this Form 10-Q.

Lending- and deposit-related fees increased in the ~~second~~third quarter of 2011 compared with the prior year. The increase was primarily driven by the introduction in the first quarter of 2011 of a new checking account product offering in RFS, and the conversion of some existing checking accounts into the new product ~~offering; partially offset by the impact of nonsufficient fund/overdraft (“NSF/OD”) regulatory and policy changes.~~offering. For the ~~first six~~nine months ofended September 30, 2011, lending- and deposit-related fees ~~declined~~increased slightly compared with the prior year, reflecting ~~lower deposit-related fees~~the net-positive impact of the items in RFS ~~associated, in part, with~~that drove the quarterly comparison, predominantly offset by the impact of ~~the aforementioned~~ regulatory and policy ~~changes. These declines were partially offset by~~changes affecting nonsufficient fund/overdraft (“NSF/OD”) fees, and higher lending-related fees in IB. For additional information on lending- and deposit-related fees, which are mostly recorded in RFS, CB, TSS and IB, see RFS on pages ~~23–32,~~22–31, CB on pages 36–38, TSS on pages 39–41 and IB segment results on pages ~~19–22~~18–21 of this Form 10-Q.

Asset management, administration and commissions revenue increased from the ~~second~~third quarter and first ~~six~~nine months of 2010. The increases reflected higher asset management fees in AM and RFS, driven by net inflows to products with higher margins and the effect of higher market levels in both periods, and ~~net inflows to longer-term products with higher margins. To a lesser extent,~~ higher administration fees in TSS, reflecting ~~the effect of higher market levels and~~ net inflows of assets under ~~custody, also contributed to the increases in revenue.~~custody. For additional information on these fees and commissions, see the segment discussions for AM on pages 42–45 and TSS on pages 39–41 of this Form 10-Q.

Securities gains ~~decreased~~increased from the ~~second~~third quarter ~~and~~of 2010 but decreased compared with the first ~~six~~nine months of ~~2010, resulting~~2010. Results in both comparable periods were primarily ~~from~~due to the repositioning of the portfolio in response to changes in ~~the interest rate~~market environment and rebalancing exposures. For additional information on securities gains, which are mostly recorded in the ~~Firm's~~Firm’s Corporate segment, see the Corporate/Private Equity segment discussion on pages 46–47 of this Form 10-Q.

Mortgage fees and related income increased compared with the ~~second~~third quarter of 2010, driven by ~~an increase in production revenue, reflecting wider margins and~~significantly lower ~~levels of~~ repurchase ~~losses; this increase was largely~~losses, partially offset by ~~a decrease in net~~lower mortgage servicing ~~revenue due to lower MSR~~rights ("MSR") risk management ~~revenue.~~income. Mortgage fees and related income decreased compared with the first ~~six~~nine months of ~~2010;~~2010, reflecting a MSR risk management loss of $1.2 billion for the ~~decrease~~first nine months of 2011, compared with income of $850 million for the first nine months of 2010, predominantly offset by lower repurchase losses. The $1.2 billion loss was driven by a ~~$1.1~~$1.1 billion decline in ~~the~~ fair value of the MSR ~~asset that was recognized~~related to revised cost to service assumptions incorporated in the MSR valuation in the first quarter of 2011 related to a revised cost to service assumption incorporated into the valuation to reflect the estimated impact of higher servicing costs to enhance servicing processes – particularly loan modification and foreclosure procedures, and higher estimated costs to comply with Consent Orders entered into with banking regulators. The decline in the fair value of the MSR asset also resulted from a decrease in interest rates. Partially offsetting the decrease was an increase in production revenue, driven by the impact of higher mortgage origination volumes and wider margins, as well as lower levels of repurchase losses.2011. For additional information on mortgage fees and related income, which is recorded primarily in RFS, see ~~RFS's~~RFS’s Mortgage ~~Banking, Auto & Other Consumer Lending~~Production and Servicing discussion on pages ~~27-29~~26–29, and Note 16 on pages 168–172 of this Form 10-Q. For additional information on repurchase losses, see the Mortgage repurchase liability discussion on pages 53-56 and Note 21 on pages ~~167-171~~176–180 of this Form 10-Q.

Credit card income increased in both the ~~second~~third quarter and first ~~half~~nine months of 2011. The increase ~~in the quarter~~for both periods largely reflected higher net interchange income associated with higher customer ~~charge~~transaction volume on debit and credit cards, as well as lower partner revenue-sharing (a contra-revenue item) due to the impact of the ~~Kohl's~~Kohl’s portfolio sale. ~~The increase in the first six months of 2011 was driven by higher net interchange income,~~These increases were partially offset by lower revenue from fee-based products. For additional information on credit card income, see the CSCard and RFS segment results on pages ~~33–~~32–35, and pages ~~23–32,~~22–31, respectively, of this Form 10-Q.

Other income increased compared with the ~~second~~third quarter and first ~~six~~nine months of 2010, driven by valuation adjustments on certain assets and incremental income from recent acquisitions in IB, ~~as well as higher~~and a gain on the sale of an investment, which was partly offset by lower valuations of seed capital investments in AM. Higher auto operating lease income in ~~RFS,~~Card, resulting from growth in lease volume, also contributed to the ~~increase.~~increase in the first nine months of 2010.

Net interest income decreased in the ~~second~~third quarter and first ~~six~~nine months of 2011 compared with the prior year. The declines in both periods were driven by lower ~~yields on securities; lower~~ average loan balances and yields, primarily in CSCard and RFS, reflecting the expected runoff of credit card balances and residential real estate loans; lower yields on securities, reflecting portfolio repositioning in anticipation of an increasing interest rate environment; lower fees on credit card receivables, reflecting the impact of legislative changes; and ~~lower yields on deposits.~~higher average deposit balances and yields. The decrease was offset partially by lower revenue reversals associated with lower credit card charge-offs, and higher ~~average deposit~~trading asset balances. The ~~Firm's~~Firm’s average interest-earning assets were $1.8 trillion in the ~~second~~third quarter of 2011, and the net yield on those assets, on a fully taxable-equivalent (“FTE”) basis, was ~~2.72%~~2.66%, a decrease of 3435 basis points from the ~~second~~third quarter of 2010. For the first ~~six~~nine months of 2011, average interest-earning assets were $1.7 trillion, and the net yield on those assets, on an FTE basis, was ~~2.80%~~2.75%, a decrease of 3938 basis points from the first ~~six~~nine months of 2010. For further information on the impact of the legislative changes on the Consolidated Statements of Income, see CSCard discussion on credit card legislation on page 79 of JPMorgan Chase's 2010 Annual Report.


Provision for credit losses	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			Change		2011			2010			Change		2011		2010		Change		2011			2010			Change
Wholesale	$	(117	)	$	(572	)	80	%	$	(503	)	$	(808	)	38	%	$	127	$	44	189	%	$	(376	)	$	(764	)	51	%
Consumer, excluding credit card	1,117			1,714			(35	)	2,446			5,448			(55	)	1,285		1,546		(17	)	3,731			6,994			(47	)
Credit card	810			2,221			(64	)	1,036			5,733			(82	)	999		1,633		(39	)	2,035			7,366			(72	)
Total consumer	1,927			3,935			(51	)	3,482			11,181			(69	)	2,284		3,179		(28	)	5,766			14,360			(60	)
Total provision for credit losses	$	1,810		$	3,363		(46	)%	$	2,979		$	10,373		(71	)%	$	2,411	$	3,223	(25	)%	$	5,390		$	13,596		(60	)%

The provision for credit losses decreased ~~significantly~~ compared with the ~~second~~third quarter and first ~~six~~nine months of 2010. The credit card provision was down from both prior-year periods, driven primarily by improved delinquency ~~trends~~ and ~~a reduction in the allowance for loan losses as a result of lower estimated losses.~~net credit loss trends. The consumer, excluding credit card, provision was also down from both prior-year periods, reflecting ~~improving~~improved delinquency and charge-off trends in 2011 across most portfolios, and the absence of additions to the allowance for loan losses. The wholesale provision ~~reflected a lower benefit for both~~increased compared with the ~~second~~third quarter and first ~~six~~nine months ~~of 2011 compared with the prior-year periods.~~in 2010, primarily reflecting loan growth and other portfolio activity. For a more detailed discussion of the loan portfolio and the allowance for credit losses, see the segment discussions for RFS on pages ~~23–32, CS~~22–31, Card on pages ~~33–~~32–35, IB on pages ~~19–22~~18–21 and CB on pages 36–38, and the Allowance for credit losses section on pages ~~86–88~~87–89 of this Form 10-Q.


Noninterest expense	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011		2010		Change
Compensation expense^(a)	$	7,569	$	7,616	(1	)%	$	15,832	$	14,892	6	%	$	6,908	$	6,661	4	%	$	22,740	$	21,553	6	%
Noncompensation expense:
Occupancy	935		883		6		1,913		1,752		9		935		884		6		2,848		2,636		8
Technology, communications and equipment	1,217		1,165		4		2,417		2,302		5		1,248		1,184		5		3,665		3,486		5
Professional and outside services	1,866		1,685		11		3,601		3,260		10		1,860		1,718		8		5,461		4,978		10
Marketing	744		628		18		1,403		1,211		16		926		651		42		2,329		1,862		25
Other ^(b)(c)	4,299		2,419		78		7,242		6,860		6		3,445		3,082		12		10,687		9,942		7
Amortization of intangibles	212		235		(10	)	429		478		(10	)	212		218		(3	)	641		696		(8	)
Total noncompensation expense	9,273		7,015		32		17,005		15,863		7		8,626		7,737		11		25,631		23,600		9
Total noninterest expense	$	16,842	$	14,631	15	%	$	32,837	$	30,755	7	%	$	15,534	$	14,398	8	%	$	48,371	$	45,153	7	%


(a)	~~The three and six months ended June 30,~~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)	Included litigation expense of $~~1.9~~1.3 billion and $~~3.0~~4.3 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively, compared with $~~792 million~~1.5 billion and $~~3.7~~5.2 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively.


(c)	Included foreclosed property expense of $~~174~~151 million and $~~384~~535 million for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively, compared with $~~244~~251 million and $~~547~~798 million for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively.

Total noninterest expense for the ~~second~~third quarter of 2011 was $~~16.8~~15.5 billion, an increase of $~~2.2~~1.1 billion~~, or~~ ~~15%~~, compared with the ~~second~~third quarter of 2010. Total noninterest expense for the first ~~six~~nine months of 2011 was $~~32.8~~48.4 billion, up by $~~2.1~~3.2 billion~~, or~~ 7%, compared with the first ~~six~~nine months of 2010. The increases in both periods ~~of comparison~~compared with the prior year were largely due to higher noncompensation ~~expense, which included elevated levels of litigation expense related to mortgage-related matters~~ and ~~an increase in other expense for foreclosure-related matters. Higher~~ compensation ~~expense also contributed to the increase in noninterest expense for the first half of 2011.~~expense.

Compensation expense ~~decreased slightly~~increased from the ~~second~~third quarter and first nine months of ~~2010, as~~2010. The increase in both comparable periods was driven by investments in branch and mortgage production sales and support staff in RFS and increased headcount in AM, partially offset by lower performance-based compensation expense in IB. In addition, the ~~prior-year results included~~nine-month comparison reflects the ~~impact~~absence of the U.K. Bank Payroll Tax in IB. Compensation expense increased from the first six months of 2010, due to higher salary and benefits expense in IB, as well as additions to the sales force and employees engaged in default-related matters associated with the serviced portfolio in RFS, and front office staff in AM; these increases were partially offset by the aforementioned payroll taxthat was recorded in IB in the second quarter of 2010.

The increase in noncompensation expense in the ~~second~~third quarter of 2011 was due to higher marketing expense in Card and higher FDIC assessments across businesses. Effective April 1, 2011, the FDIC changed its methodology for calculating the deposit insurance assessment rate for large banks. The new rule changed the assessment base from insured deposits to average consolidated total assets less average tangible equity, and changed the assessment rate calculation. A non-client-related litigation expense ~~which included an addition~~in AM, higher professional services expense due to Consent Orders and foreclosure-related matters in RFS, and the impact of ~~$1.3 billion~~continued investments in the businesses, also contributed to ~~litigation reserves in Corporate predominantly~~the increase.

Noncompensation expense for ~~mortgage-related matters; and~~the first nine months of 2011 was also affected by the aforementioned items, together with a $~~1.0~~1.7 billion expense for estimated litigation and other costs of foreclosure-related matters in ~~RFS. Noncompensation~~RFS and higher operating expense ~~for the first six months of 2011 was also affected~~related to growth in business activities in IB. These were offset partially by ~~these items, together with an additional~~ ~~$650 million~~ ~~expense for estimated~~lower litigation ~~and other costs of foreclosure-related matters in RFS in the first quarter of 2011. Litigation~~ expense in the first ~~half~~nine months of 2011 ~~decreased from the prior year,~~in IB and Corporate, as ~~the aforementioned~~ charges for mortgage-related matters were lower than ~~those incurred~~ in 2010. For a further discussion of litigation expense, see ~~the Litigation reserve discussion in~~ Note 23 on pages ~~172–179~~181–189 of this Form 10-Q.

In addition to the items mentioned above, the following items in noncompensation expense were higher in the second quarter and first six months of 2011: professional services expense, due to Consent Orders and foreclosure-related matters in RFS and continued investments in new product platforms in the businesses; marketing expense in CS; and all other expense, reflecting higher FDIC assessments in 2011 and additional operating expense related to business activities in IB. For a discussion of amortization of intangibles, refer to the Balance Sheet Analysis on pages 49–51, and Note 16 on pages ~~159–163~~168–172 of this Form 10-Q.


Income tax expense	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions, except rate)	2011			2010			2011			2010			2011			2010			2011			2010
Income before income tax expense	$	8,127		$	7,107		$	16,184		$	11,644		$	5,818		$	6,203		$	22,002		$	17,847
Income tax expense	2,696			2,312			5,198			3,523			1,556			1,785			6,754			5,308
Effective tax rate	33.2		%	32.5		%	32.1		%	30.3		%	26.7		%	28.8		%	30.7		%	29.7		%

The decrease in the effective tax rate during the third quarter of 2011 was primarily the result of lower reported pretax income and changes in the proportion of income subject to U.S. federal and state and local taxes, as well as deferred tax benefits associated with state and local income taxes. In addition, the third quarter of 2011 included tax benefits associated with the disposition of certain investments; the prior year period included tax benefits associated with the resolution of tax audits. The increase in the effective tax rate during the ~~three and six~~nine months ended ~~June~~September 30, 2011, ~~compared with the prior-year periods~~ was primarily the result of higher reported pretax income and changes in the ~~mix~~proportion of income subject to U.S. federal and state and local ~~taxes, as well as lower~~taxes. In addition, the prior year period included tax benefits recognized upon the resolution of tax audits. These factors were partially offset by deferred tax benefits associated with state and local income taxes. For additional information on income taxes, see Critical Accounting Estimates Used by the Firm on pages ~~92–95~~95–97 of this Form 10-Q.

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 ~~98–101~~100–103 of this Form 10-Q. That presentation, which is referred to as ~~“reported"~~“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 tax-exempt 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.

Tangible common equity (“TCE”), a non-GAAP financial measure, represents common stockholders’ equity (i.e., total stockholders’ equity less preferred stock) less goodwill and identifiable intangible assets (other than MSRs), net of related deferred tax liabilities. ROTCE, a non-GAAP financial ratio, measures the Firm’s earnings as a percentage of TCE. Tier 1 common under Basel III rules, a non-GAAP financial measure, is used by management to assess the Firm's capital position in conjunction with its capital ratios under Basel I requirements. For additional information on Tier 1 common under Basel III, see Basel III on pages 59–60 of this Form 10-Q. In management’s view, these measures are meaningful to the Firm, as well as analysts and investors, in assessing the ~~Firm's~~Firm’s use of equity and in facilitating comparisons with competitors.

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. Non-GAAP financial measures used by the Firm may not be comparable to similarly named non-GAAP financial measures used by other companies.

The following summary table provides a reconciliation from the Firm’s reported U.S. GAAP results to managed basis.


	Three months ended June 30, 2011								Three months ended September 30, 2011								Three months ended September 30, 2010
(in millions, except per share and ratios)	Reported Results			Fully tax-equivalent adjustments		Managed basis			Reported Results			Fully tax-equivalent adjustments		Managed basis			Reported Results			Fully tax-equivalent adjustments		Managed basis
Revenue
Investment banking fees	$	1,933		$	—	$	1,933		$	1,052		$	—	$	1,052		$	1,476		$	—	$	1,476
Principal transactions	3,140			—		3,140			1,370			—		1,370			2,341			—		2,341
Lending- and deposit-related fees	1,649			—		1,649			1,643			—		1,643			1,563			—		1,563
Asset management, administration and commissions	3,703			—		3,703			3,448			—		3,448			3,188			—		3,188
Securities gains	837			—		837			607			—		607			102			—		102
Mortgage fees and related income	1,103			—		1,103			1,380			—		1,380			707			—		707
Credit card income	1,696			—		1,696			1,666			—		1,666			1,477			—		1,477
Other income	882			510		1,392			780			472		1,252			468			415		883
Noninterest revenue	14,943			510		15,453			11,946			472		12,418			11,322			415		11,737
Net interest income	11,836			121		11,957			11,817			133		11,950			12,502			96		12,598
Total net revenue	26,779			631		27,410			23,763			605		24,368			23,824			511		24,335
Noninterest expense	16,842			—		16,842			15,534			—		15,534			14,398			—		14,398
Pre-provision profit	9,937			631		10,568			8,229			605		8,834			9,426			511		9,937
Provision for credit losses	1,810			—		1,810			2,411			—		2,411			3,223			—		3,223
Income before income tax expense	8,127			631		8,758			5,818			605		6,423			6,203			511		6,714
Income tax expense	2,696			631		3,327			1,556			605		2,161			1,785			511		2,296
Net income	$	5,431		$	—	$	5,431		$	4,262		$	—	$	4,262		$	4,418		$	—	$	4,418
Diluted earnings per share	$	1.27		$	—	$	1.27		$	1.02		$	—	$	1.02		$	1.01		$	—	$	1.01
Return on assets	0.99		%	NM		0.99		%	0.76		%	NM		0.76		%	0.86		%	NM		0.86		%
Overhead ratio	63			NM		61			65			NM		64			60			NM		59

Three months ended June 30, 2010
(in millions, except per share and ratios)
Reported
Results
Fully tax-equivalent adjustments
Managed
basis
Revenue
Investment banking fees $ 1,421
$ —
$ 1,421
Principal transactions 2,090
—
2,090
Lending- and deposit-related fees 1,586
—
1,586
Asset management, administration and commissions 3,349
—
3,349
Securities gains 1,000
—
1,000
Mortgage fees and related income 888
—
888
Credit card income 1,495
—
1,495
Other income 585
416
1,001
Noninterest revenue 12,414
416
12,830
Net interest income 12,687
96
12,783
Total net revenue 25,101
512
25,613
Noninterest expense 14,631
—
14,631
Pre-provision profit 10,470
512
10,982
Provision for credit losses 3,363
—
3,363
Income before income tax expense 7,107
512
7,619
Income tax expense 2,312
512
2,824
Net income $ 4,795
$ —
$ 4,795
Diluted earnings per share $ 1.09
$ —
$ 1.09
Return on assets 0.94 % NM
0.94 %
Overhead ratio 58
NM
57


	Six months ended June 30, 2011								Nine months ended September 30, 2011								Nine months ended September 30, 2010
(in millions, except per share and ratios)	Reported Results			Fully tax-equivalent adjustments		Managed basis			Reported Results			Fully tax-equivalent adjustments		Managed basis			Reported Results			Fully tax-equivalent adjustments		Managed basis
Revenue
Investment banking fees	$	3,726		$	—	$	3,726		$	4,778		$	—	$	4,778		$	4,358		$	—	$	4,358
Principal transactions	7,885			—		7,885			9,255			—		9,255			8,979			—		8,979
Lending- and deposit-related fees	3,195			—		3,195			4,838			—		4,838			4,795			—		4,795
Asset management, administration and commissions	7,309			—		7,309			10,757			—		10,757			9,802			—		9,802
Securities gains	939			—		939			1,546			—		1,546			1,712			—		1,712
Mortgage fees and related income	616			—		616			1,996			—		1,996			2,253			—		2,253
Credit card income	3,133			—		3,133			4,799			—		4,799			4,333			—		4,333
Other income	1,456			961		2,417			2,236			1,433		3,669			1,465			1,242		2,707
Noninterest revenue	28,259			961		29,220			40,205			1,433		41,638			37,697			1,242		38,939
Net interest income	23,741			240		23,981			35,558			373		35,931			38,899			282		39,181
Total net revenue	52,000			1,201		53,201			75,763			1,806		77,569			76,596			1,524		78,120
Noninterest expense	32,837			—		32,837			48,371			—		48,371			45,153			—		45,153
Pre-provision profit	19,163			1,201		20,364			27,392			1,806		29,198			31,443			1,524		32,967
Provision for credit losses	2,979			—		2,979			5,390			—		5,390			13,596			—		13,596
Income before income tax expense	16,184			1,201		17,385			22,002			1,806		23,808			17,847			1,524		19,371
Income tax expense	5,198			1,201		6,399			6,754			1,806		8,560			5,308			1,524		6,832
Net income	$	10,986		$	—	$	10,986		$	15,248		$	—	$	15,248		$	12,539		$	—	$	12,539
Diluted earnings per share	$	2.55		$	—	$	2.55		$	3.57		$	—	$	3.57		$	2.84		$	—	$	2.84
Return on assets	1.03		%	NM		1.03		%	0.94		%	NM		0.94		%	0.82		%	NM		0.82		%
Overhead ratio	63			NM		62			64			NM		62			59			NM		58

Six months ended June 30, 2010
(in millions, except per share and ratios)
Reported
Results
Fully tax-equivalent adjustments
Managed
basis
Revenue
Investment banking fees $ 2,882
$ —
$ 2,882
Principal transactions 6,638
—
6,638
Lending- and deposit-related fees 3,232
—
3,232
Asset management, administration and commissions 6,614
—
6,614
Securities gains 1,610
—
1,610
Mortgage fees and related income 1,546
—
1,546
Credit card income 2,856
—
2,856
Other income 997
827
1,824
Noninterest revenue 26,375
827
27,202
Net interest income 26,397
186
26,583
Total net revenue 52,772
1,013
53,785
Noninterest expense 30,755
—
30,755
Pre-provision profit 22,017
1,013
23,030
Provision for credit losses 10,373
—
10,373
Income before income tax expense 11,644
1,013
12,657
Income tax expense 3,523
1,013
4,536
Net income $ 8,121
$ —
$ 8,121
Diluted earnings per share $ 1.83
$ —
$ 1.83
Return on assets 0.80 % NM
0.80 %
Overhead ratio 58
NM
57


Average tangible common equity	Average tangible common equity								Average tangible common equity
	Three months ended				Six months ended				Three months ended				Nine months ended
(in millions)	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010		September 30, 2011		September 30, 2010		September 30, 2011		September 30, 2010
Common stockholders’ equity	$	174,077	$	159,069	$	171,759	$	157,590	$	174,454	$	163,962	$	172,667	$	159,737
Less: Goodwill	48,834		48,348		48,840		48,445		48,631		48,745		48,770		48,546
Less: Certain identifiable intangible assets	3,738		4,265		3,833		4,285		3,545		4,094		3,736		4,221
Add: Deferred tax liabilities^(a)	2,618		2,564		2,607		2,553		2,639		2,620		2,617		2,575
Tangible common equity	$	124,123	$	109,020	$	121,693	$	107,413	$	124,917	$	113,743	$	122,778	$	109,545


(a)	Represents deferred tax liabilities related to tax-deductible goodwill and to identifiable intangibles created in nontaxable transactions, which are netted against goodwill and other intangibles when calculating TCE.

Other financial measures

The Firm also discloses the allowance for loan losses to total retained loans, excluding home lending PCI loans. For a further discussion of this credit metric, see Allowance for credit losses on pages ~~86–88~~87–89 of this Form 10-Q.

1615

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 & Auto, 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 67–68 of JPMorgan Chase’s 2010 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 changes

Commencing July 1, 2011, the Firm’s business segments have been reorganized as follows:

Auto and Student Lending transferred from the RFS segment and are reported with Card in a single segment. Retail Financial Services continues as a segment, organized in two components: Consumer & Business Banking (formerly Retail Banking) and Mortgage Banking (including Mortgage Production and Servicing, and Real Estate Portfolios).

The business segment information associated with RFS and Card has been revised to reflect the business reorganization retroactive to January 1, 2010.

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, 2011, capital allocated to CSCard was reduced and that of TSS was increased. For further information about these capital changes, see Line of business equity on pages 60–61 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 June 30,	Total net revenue						Noninterest expense						Pre-provision profit
Three months ended September 30,																			Total net revenue							Noninterest expense						Pre-provision profit^(c)
(in millions, except ratios)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011			2010		Change		2011		2010		Change		2011			2010		Change
Investment Bank^(b)	$	7,314	$	6,332	16	%	$	4,332	$	4,522	(4	)%	$	2,982	$	1,810	65	%	$	6,369		$	5,353	19	%	$	3,799	$	3,704	3	%	$	2,570		$	1,649	56	%
Retail Financial Services	7,976		7,809		2		5,637		4,281		32		2,339		3,528		(34	)	7,535			6,814		11		4,565		4,170		9		2,970			2,644		12
Card Services	3,927		4,217		(7	)	1,622		1,436		13		2,305		2,781		(17	)
Card Services & Auto																			4,775			5,085		(6	)	2,115		1,792		18		2,660			3,293		(19	)
Commercial Banking	1,627		1,486		9		563		542		4		1,064		944		13		1,588			1,527		4		573		560		2		1,015			967		5
Treasury & Securities Services	1,932		1,881		3		1,453		1,399		4		479		482		(1	)	1,908			1,831		4		1,470		1,410		4		438			421		4
Asset Management	2,537		2,068		23		1,794		1,405		28		743		663		12		2,316			2,172		7		1,796		1,488		21		520			684		(24	)
Corporate/Private Equity^(b)	2,097		1,820		15		1,441		1,046		38		656		774		(15	)	(123		)	1,553		NM		1,216		1,274		(5	)	(1,339		)	279		NM
Total	$	27,410	$	25,613	7	%	$	16,842	$	14,631	15	%	$	10,568	$	10,982	(4	)%	$	24,368		$	24,335	—	%	$	15,534	$	14,398	8	%	$	8,834		$	9,937	(11	)%

Three months ended June 30, Provision for credit losses Net income Return on equity
(in millions, except ratios) 2011
2010
Change
2011
2010
Change
2011
2010
Investment Bank^(b)
$ (183 ) $ (325 ) 44 % $ 2,057
$ 1,381
49 % 21 % 14 %
Retail Financial Services 1,128
1,715
(34 ) 582
1,042
(44 ) 8
15
Card Services 810
2,221
(64 ) 911
343
166
28
9
Commercial Banking 54
(235 ) NM
607
693
(12 ) 30
35
Treasury & Securities Services (2 ) (16 ) 88
333
292
14
19
18
Asset Management 12
5
140
439
391
12
27
24
Corporate/Private Equity^(b)
(9 ) (2 ) (350 ) 502
653
(23 ) NM
NM
Total $ 1,810
$ 3,363
(46 )% $ 5,431
$ 4,795
13 % 12 % 12 %


Six months ended June 30,	Total net revenue						Noninterest expense						Pre-provision profit
Three months ended September 30,																			Provision for credit losses								Net income/(loss)							Return on equity
(in millions, except ratios)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011			2010			Change		2011			2010		Change		2011		2010
Investment Bank^(b)	$	15,547	$	14,651	6	%	$	9,348	$	9,360	—	%	$	6,199	$	5,291	17	%	$	54		$	(142	)	NM		$	1,636		$	1,286	27	%	16	%	13	%
Retail Financial Services	14,251		15,585		(9	)	10,899		8,523		28		3,352		7,062		(53	)	1,027			1,397			(26	)%	1,161			716		62		18		12
Card Services	7,909		8,664		(9	)	3,177		2,838		12		4,732		5,826		(19	)
Card Services & Auto																			1,264			1,784			(29	)	849			926		(8	)	21		20
Commercial Banking	3,143		2,902		8		1,126		1,081		4		2,017		1,821		11		67			166			(60	)	571			471		21		28		23
Treasury & Securities Services	3,772		3,637		4		2,830		2,724		4		942		913		3		(20		)	(2		)	NM		305			251		22		17		15
Asset Management	4,943		4,199		18		3,454		2,847		21		1,489		1,352		10		26			23			13		385			420		(8	)	24		26
Corporate/Private Equity^(b)	3,636		4,147		(12	)	2,003		3,382		(41	)	1,633		765		113		(7		)	(3		)	(133	)	(645		)	348		NM		NM		NM
Total	$	53,201	$	53,785	(1	)%	$	32,837	$	30,755	7	%	$	20,364	$	23,030	(12	)%	$	2,411		$	3,223		(25	)%	$	4,262		$	4,418	(4	)%	9	%	10	%


Six months ended June 30,	Provision for credit losses								Net income						Return on equity
Nine months ended September 30,																			Total net revenue						Noninterest expense						Pre-provision profit^(c)
(in millions, except ratios)	2011			2010			Change		2011		2010		Change		2011		2010		2011		2010		Change		2011		2010		Change		2011		2010		Change
Investment Bank^(b)	$	(612	)	$	(787	)	22	%	$	4,427	$	3,852	15	%	22	%	19	%	$	21,916	$	20,004	10	%	$	13,147	$	13,064	1	%	$	8,769	$	6,940	26	%
Retail Financial Services	2,454			5,448			(55	)	374		911		(59	)	3		7		20,143		20,748		(3	)	14,736		12,012		23		5,407		8,736		(38	)
Card Services	1,036			5,733			(82	)	2,254		40		NM		35		1
Card Services & Auto																			14,327		15,400		(7	)	6,020		5,311		13		8,307		10,089		(18	)
Commercial Banking	101			(21		)	NM		1,153		1,083		6		29		27		4,731		4,429		7		1,699		1,641		4		3,032		2,788		9
Treasury & Securities Services	2			(55		)	NM		649		571		14		19		18		5,680		5,468		4		4,300		4,134		4		1,380		1,334		3
Asset Management	17			40			(58	)	905		783		16		28		24		7,259		6,371		14		5,250		4,335		21		2,009		2,036		(1	)
Corporate/Private Equity^(b)	(19		)	15			NM		1,224		881		39		NM		NM		3,513		5,700		(38	)	3,219		4,656		(31	)	294		1,044		(72	)
Total	$	2,979		$	10,373		(71	)%	$	10,986	$	8,121	35	%	13	%	10	%	$	77,569	$	78,120	(1	)%	$	48,371	$	45,153	7	%	$	29,198	$	32,967	(11	)%



Nine months ended September 30,	Provision for credit losses								Net income						Return on equity
(in millions, except ratios)	2011			2010			Change		2011		2010		Change		2011		2010
Investment Bank^(b)	$	(558	)	$	(929	)	40	%	$	6,063	$	5,138	18	%	20	%	17	%
Retail Financial Services	3,220			6,501			(50	)	1,145		1,269		(10	)	6		7
Card Services & Auto	2,561			7,861			(67	)	3,493		1,324		164		29		10
Commercial Banking	168			145			16		1,724		1,554		11		29		26
Treasury & Securities Services	(18		)	(57		)	68		954		822		16		18		17
Asset Management	43			63			(32	)	1,290		1,203		7		27		25
Corporate/Private Equity^(b)	(26		)	12			NM		579		1,229		(53	)	NM		NM
Total	$	5,390		$	13,596		(60	)%	$	15,248	$	12,539	22	%	11	%	10	%


(a)	Represents reported results on a tax-equivalent basis.


(b)	Corporate/Private Equity includes an adjustment to offset IB’s inclusion of a credit allocation income/(expense) to TSS in total net revenue; TSS reports the credit allocation as a separate line on its income statement (not within total net revenue).


(c)	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.

1817

INVESTMENT BANK

For a discussion of the business profile of IB, see pages 69–71 of JPMorgan Chase’s 2010 Annual Report and Introduction on page 4 of this Form 10-Q.


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Revenue
Investment banking fees	$	1,922		$	1,405		37	%	$	3,701		$	2,851		30	%	$	1,039		$	1,502		(31	)%	$	4,740		$	4,353		9	%
Principal transactions	2,309			2,105			10		5,707			6,036			(5	)	2,253			1,129			100		7,960			7,165			11
Lending- and deposit-related fees	218			203			7		432			405			7		210			205			2		642			610			5
Asset management, administration and commissions	548			633			(13	)	1,167			1,196			(2	)	563			565			—		1,730			1,761			(2	)
All other income^(a)	236			86			174		402			135			198		228			61			274		630			196			221
Noninterest revenue	5,233			4,432			18		11,409			10,623			7		4,293			3,462			24		15,702			14,085			11
Net interest income	2,081			1,900			10		4,138			4,028			3		2,076			1,891			10		6,214			5,919			5
Total net revenue^(b)	7,314			6,332			16		15,547			14,651			6		6,369			5,353			19		21,916			20,004			10

Provision for credit losses	(183		)	(325		)	44		(612		)	(787		)	22		54			(142		)	NM		(558		)	(929		)	40

Noninterest expense
Compensation expense	2,564			2,923			(12	)	5,858			5,851			—		1,850			2,031			(9	)	7,708			7,882			(2	)
Noncompensation expense	1,768			1,599			11		3,490			3,509			(1	)	1,949			1,673			16		5,439			5,182			5
Total noninterest expense	4,332			4,522			(4	)	9,348			9,360			—		3,799			3,704			3		13,147			13,064			1
Income before income tax expense	3,165			2,135			48		6,811			6,078			12		2,516			1,791			40		9,327			7,869			19
Income tax expense	1,108			754			47		2,384			2,226			7		880			505			74		3,264			2,731			20
Net income	$	2,057		$	1,381		49		$	4,427		$	3,852		15		$	1,636		$	1,286		27		$	6,063		$	5,138		18
Financial ratios
Return on common equity	21		%	14		%			22		%	19		%			16		%	13		%			20		%	17		%
Return on assets	0.98			0.78					1.08			1.12					0.81			0.68					0.99			0.97
Overhead ratio	59			71					60			64					60			69					60			65
Compensation expense as a percentage of total net revenue^(c)	35			46					38			40					29			38					35			39
Revenue by business
Investment banking fees:
Advisory	$	601		$	355		69		$	1,030		$	660		56		$	365		$	385		(5	)	$	1,395		$	1,045		33
Equity underwriting	455			354			29		834			767			9		178			333			(47	)	1,012			1,100			(8	)
Debt underwriting	866			696			24		1,837			1,424			29		496			784			(37	)	2,333			2,208			6
Total investment banking fees	1,922			1,405			37		3,701			2,851			30		1,039			1,502			(31	)	4,740			4,353			9
Fixed income markets^(d)	4,280			3,563			20		9,518			9,027			5		3,328			3,123			7		12,846			12,150			6
Equity markets^(e)	1,223			1,038			18		2,629			2,500			5		1,424			1,135			25		4,053			3,635			11
Credit portfolio^(a)(f)	(111		)	326			NM		(301		)	273			NM		578			(407		)	NM		277			(134		)	NM
Total net revenue	$	7,314		$	6,332		16		$	15,547		$	14,651		6		$	6,369		$	5,353		19		$	21,916		$	20,004		10

(a)

IB manages traditional credit exposures related to Global Corporate Bank (“GCB”) on behalf of IB and TSS. Effective January 1, 2011, IB and TSS share the economics related to the Firm’s GCB clients. IB recognizes this sharing agreement within all other income. The prior-year period reflected the reimbursement from TSS for a portion of the total costs of managing the credit portfolio on behalf of TSS.

(b)

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 $~~493~~440 million and $~~401~~390 million for the three months ended ~~June~~September 30, 2011 and 2010, and $~~931 million~~1.4 billion and $~~804 million~~1.2 billion for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.

(c)

The compensation expense as a percentage of total net revenue ratio for the ~~second quarter of 2010 and year-to-date of~~nine months ended September 30, 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% ~~and 36%, respectively.~~. IB excludes this tax from the ratio because it enables comparability between periods.


(d)	Fixed income markets primarily include revenue related to market-making across global fixed income markets, including foreign exchange, interest rate, credit and commodities markets.


(e)	~~Equities~~Equity markets primarily include revenue related to market-making across global equity products, including cash instruments, derivatives, convertibles and Prime Services.

(f)

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. See pages ~~67–88~~74–75 of the Credit Risk Management section of this Form 10-Q for further discussion.

1918

Quarterly results

Net income was ~~$2.1~~$1.6 billion, up ~~49%~~27% from the prior ~~year, reflecting higher~~year. Higher net revenue was partially offset by an increased provision for credit losses and ~~lower~~higher noninterest ~~expense,~~expense.

Net revenue included a $1.9 billion gain from DVA on certain structured and derivative liabilities, resulting from the widening of the Firm’s credit spreads. This was partially offset by a ~~lower benefit~~$691 million net loss, including hedges, from CVA on derivative assets within Credit Portfolio, due to the ~~provision~~widening of credit spreads for ~~credit losses.~~the Firm’s counterparties.

Net revenue was ~~$7.3~~$6.4 billion, compared with ~~$6.3~~$5.4 billion in the prior year. Investment banking fees were ~~up 37%~~down 31% to ~~$1.9~~$1.0 billion, consisting of debt underwriting fees of ~~$866~~$496 million ~~(up 24%~~(down 37%), equity underwriting fees of ~~$455~~$178 million ~~(up 29%~~(down 47%), and advisory fees of ~~$601~~$365 million ~~(up 69%~~(down 5%). Fixed Income Markets revenue was $3.3 billion, up 7% (down 14% excluding DVA gains of $529 million). These results reflected solid revenue from rates and currency-related products, partially offset by lower results in credit-related products. Equity Markets revenue was ~~$5.5~~$1.4 billion, ~~compared with $4.6 billion in the prior year, reflecting~~up 25% (down 15% excluding DVA gains of $377 million). These results reflected solid client ~~revenue.~~revenue, partially offset by the impact of challenging market conditions. Credit Portfolio revenue was ~~a loss~~$578 million, including DVA gains of ~~$111~~$979 million ~~primarily reflecting the negative net impact of credit-related valuation adjustments, largely offset by~~and net interest income and fees on retained ~~loans.~~loans, largely offset by a $691 million net loss, including hedges, from CVA.

The provision for credit losses was $54 million, driven by an increase in the allowance that reflected a ~~benefit of $183 million,~~more cautious credit outlook, offset by recoveries on restructured loans; this compared with a benefit of ~~$325~~$142 million in the prior year. The current-quarter ~~benefit primarily~~provision reflected ~~a reduction~~net recoveries of $168 million, compared with net charge-offs of $33 million in the ~~allowance for loan losses, largely due to net repayments.~~prior year. The ratio of the allowance for loan losses to end-of-period loans retained was ~~2.10%~~2.30%, compared with ~~3.98% in the prior year, driven by the improved quality of the loan portfolio. Net charge-offs were $7 million, compared with net charge-offs of $28 million~~3.85% in the prior year.

Noninterest expense was ~~$4.3~~$3.8 billion, ~~down 4%~~up 3% from the prior ~~year. The decrease was~~year, driven by ~~lower compensation~~higher noncompensation expense. ~~The prior-year results included the impact of the U.K. Bank Payroll Tax.~~

Return on equity was ~~21%~~16% on $40.0 billion of average allocated capital.

Year-to-date results

Net income was ~~$4.4~~$6.1 billion, ~~up 15% from~~compared with $5.1 billion for the prior year, ~~primarily reflecting~~driven by higher net revenue partially offset by a lower benefit from the provision for credit ~~losses.~~losses as well as slightly higher noninterest expense.

Net revenue included a $2.0 billion gain from DVA on certain structured and derivative liabilities, resulting from the widening of the Firm’s credit spreads. This was partially offset by a $828 million net loss, including hedges, from CVA on derivative assets within Credit Portfolio, due to the widening of credit spreads for the Firm's counterparties.

Net revenue was ~~$15.5~~$21.9 billion, up 10% compared with ~~$14.7~~$20.0 billion in the prior year. Investment banking fees of $4.7 billion were ~~a record,~~ up ~~30% to $3.7 billion,~~9% compared with the prior year, consisting of ~~record~~ debt underwriting fees of ~~$1.8~~$2.3 billion (up ~~29%~~6%), advisory fees of ~~$1.0~~$1.4 billion (up ~~56%~~33%), and equity underwriting fees of ~~$834 million (up 9%~~$1.0 billion (down 8%). Fixed Income ~~and~~Markets revenue was $12.8 billion, up 6% (up 3% excluding DVA gains of $688 million), reflecting stronger performance in rates-related products as well as commodities. Equity Markets revenue was ~~$12.1~~$4.1 billion, ~~compared with $11.5 billion in the prior year, reflecting~~up 11% (up 5% excluding DVA gains of $383 million), driven by solid client revenue. Credit Portfolio revenue was ~~a loss~~$277 million, driven by DVA gains of ~~$301~~$933 million ~~primarily reflecting the negative net impact of credit-related valuation adjustments, largely offset by~~and net interest income and fees on retained ~~loans.~~loans, largely offset by a $828 million net loss, including hedges, from CVA.

The provision for credit losses was a benefit of ~~$612~~$558 million, ~~compared with a benefit of $787 million in the prior year. The current-year benefit primarily reflected~~reflecting a reduction in the allowance for loan losses, largely as a result of net ~~repayments and loan sales.~~repayments. Net ~~charge-offs~~recoveries were ~~$130~~$38 million compared with net charge-offs of ~~$725~~$758 million in the prior year.

Noninterest expense was ~~$9.3~~$13.1 billion, ~~approximately~~relatively flat from the prior ~~year. Compensation~~year, driven by higher noncompensation expense ~~was flat to the prior year, as higher salaries & benefits and performance-based~~offset by lower incentive-based compensation expense ~~was predominantly offset by~~and the absence of the U.K. Bank Payroll Tax that was recorded in the ~~current period. Noncompensation expense was also approximately flat to the prior year.~~second quarter of 2010.

Return on equity was ~~22%~~20% on $40.0 billion of average allocated capital.

2019


Selected metrics	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount and ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Selected balance sheet data (period-end)
Loans:
Loans retained^(a)	$	56,107		$	54,049		4	%	$	56,107		$	54,049		4	%	$	58,163		$	51,299		13	%	$	58,163		$	51,299		13	%
Loans held-for-sale and loans at fair value	3,466			3,221			8		3,466			3,221			8		2,311			2,252			3		2,311			2,252			3
Total loans	59,573			57,270			4		59,573			57,270			4		60,474			53,551			13		60,474			53,551			13
Equity	40,000			40,000			—		40,000			40,000			—		40,000			40,000			—		40,000			40,000			—
Selected balance sheet data (average)
Total assets	$	841,355		$	710,005		18		$	828,662		$	693,157		20		$	803,667		$	746,926		8		$	820,239		$	711,277		15
Trading assets-debt and equity instruments	374,694			296,031			27		371,841			290,091			28		329,984			300,517			10		357,735			293,605			22
Trading assets-derivative receivables	69,346			65,847			5		68,409			65,998			4		79,044			76,530			3		71,993			69,547			4
Loans:
Loans retained^(a)	54,590			53,351			2		53,983			55,912			(3	)	57,265			53,331			7		55,089			55,042			—
Loans held-for-sale and loans at fair value	4,154			3,530			18		3,995			3,341			20		2,431			2,678			(9	)	3,468			3,118			11
Total loans	58,744			56,881			3		57,978			59,253			(2	)	59,696			56,009			7		58,557			58,160			1
Adjusted assets^(b)	628,475			527,520			19		619,805			517,135			20		597,513			539,459			11		612,292			524,658			17
Equity	40,000			40,000			—		40,000			40,000			—		40,000			40,000			—		40,000			40,000			—

Headcount	27,716			26,279			5		27,716			26,279			5		26,615			26,373			1		26,615			26,373			1

Credit data and quality statistics
Net charge-offs	$	7		$	28		(75	)	$	130		$	725		(82	)
Net charge-offs/(recoveries)																	$	(168	)	$	33		NM		$	(38	)	$	758		NM
Nonperforming assets:
Nonaccrual loans:
Nonaccrual loans retained^(a)(c)	1,494			1,926			(22	)	1,494			1,926			(22	)	1,274			2,025			(37	)	1,274			2,025			(37	)
Nonaccrual loansheld-for-sale and loans at fair value	193			334			(42	)	193			334			(42	)	150			361			(58	)	150			361			(58	)
Total nonperforming loans	1,687			2,260			(25	)	1,687			2,260			(25	)	1,424			2,386			(40	)	1,424			2,386			(40	)
Derivative receivables	18			315			(94	)	18			315			(94	)	7			255			(97	)	7			255			(97	)
Assets acquired in loan satisfactions	83			151			(45	)	83			151			(45	)	77			148			(48	)	77			148			(48	)
Total nonperforming assets	1,788			2,726			(34	)	1,788			2,726			(34	)	1,508			2,789			(46	)	1,508			2,789			(46	)
Allowance for credit losses:
Allowance for loan losses	1,178			2,149			(45	)	1,178			2,149			(45	)	1,337			1,976			(32	)	1,337			1,976			(32	)
Allowance for lending-related commitments	383			564			(32	)	383			564			(32	)	444			570			(22	)	444			570			(22	)
Total allowance for credit losses	1,561			2,713			(42	)	1,561			2,713			(42	)	1,781			2,546			(30	)	1,781			2,546			(30	)
Net charge-off rate^(a)(d)	0.05		%	0.21		%			0.49		%	2.61		%
Net charge-off/(recovery) rate^(a)(d)																	(1.16		)%	0.25		%			(0.09		)%	1.84		%
Allowance for loan losses to period-end loans retained^(a)(d)	2.10			3.98					2.10			3.98					2.30			3.85					2.30			3.85
Allowance for loan losses to nonaccrual loans retained^(a)(c)(d)	79			112					79			112					105			98					105			98
Nonaccrual loans to period-end loans	2.83			3.95					2.83			3.95					2.35			4.46					2.35			4.46
Market risk-average trading and credit portfolio VaR – 95% confidence level
Trading activities:
Fixed income	$	45		$	64		(30	)	$	47		$	66		(29	)	$	48		$	72		(33	)	$	47		$	68		(31	)
Foreign exchange	9			10			(10	)	10			12			(17	)	10			9			11		10			11			(9	)
Equities	25			20			25		27			22			23		19			21			(10	)	24			22			9
Commodities and other	16			20			(20	)	15			18			(17	)	15			13			15		15			16			(6	)
Diversification ^(e)	(37		)	(42		)	12		(38		)	(46		)	17		(39		)	(38		)	(3	)	(38		)	(43		)	12
Total trading VaR^(f)	58			72			(19	)	61			72			(15	)	53			77			(31	)	58			74			(22	)
Credit portfolio VaR^(g)	27			27			—		27			23			17		38			30			27		30			25			20
Diversification ^(e)	(8		)	(9		)	11		(8		)	(9		)	11		(21		)	(8		)	(163	)	(11		)	(9		)	(22	)
Total trading and credit portfolio VaR	$	77		$	90		(14	)	$	80		$	86		(7	)	$	70		$	99		(29	)	$	77		$	90		(14	)


(a)	Loans retained included credit portfolio loans, leveraged leases and other accrual loans, and excluded loans held-for-sale and loans at fair value.

(b)

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 variable interest entities (“VIEs”); (3) cash and securities segregated and on deposit for regulatory and other purposes; (4) goodwill and intangibles; and (5) securities received as collateral. 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.


(c)	Allowance for loan losses of $~~377~~320 million and $~~617~~603 million were held against these nonaccrual loans at ~~June~~September 30, 2011 and 2010, respectively.


(d)	Loans held-for-sale and loans at fair value were excluded when calculating the allowance coverage ratio and net charge-off rate.


(e)	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.

(f)

Trading VaR includes substantially all trading activities in IB, including the credit spread sensitivities of certain mortgage products and 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”)~~DVA taken on derivative and structured liabilities to reflect the credit quality of the Firm. See VaR discussion on pages ~~88-91~~90–92 and the DVA sensitivity table on page 9192 of this Form 10-Q for further details.


(g)	Credit portfolio VaR includes the derivative ~~credit valuation adjustments (“CVA”),~~CVA, hedges of the CVA and mark-to-market (“MTM”) hedges of the retained loan portfolio, which are all reported in principal transactions revenue. This VaR does not include the retained loan portfolio, which is not MTM.

According to Dealogic, for the first ~~six~~nine months of 2011, the Firm was ranked #1 in Global Investment Banking fees generated based on revenue, and #1 in Global Syndicated Loans; #1 in Global Debt, Equity and Equity-related; and #2 in Global Announced M&A; #2#1 in Global Long-Term Debt; and #3#4 in Global Equity and Equity-related, based on volume.


	Six months ended June 30, 2011			Full-year 2010			Nine months ended September 30, 2011			Full-year 2010
Market shares and rankings^(a)	Market Share		Rankings	Market Share		Rankings	Market Share		Rankings	Market Share		Rankings
Global investment banking fees^(b)	8.8	%	#1	7.6	%	#1	8.4	%	#1	7.6	%	#1
Debt, equity and equity-related
Global	6.9		1	7.2		1	6.8		1	7.2		1
U.S.	11.5		1	11.1		1	11.2		1	11.1		1
Syndicated loans
Global	12.4		1	8.5		2	11.3		1	8.5		2
U.S.	22.8		1	19.2		2	21.6		1	19.1		2
Long-term debt^(c)
Global	6.8		2	7.2		2	6.8		1	7.2		2
U.S.	11.5		1	10.9		2	11.2		1	10.9		2
Equity and equity-related
Global^(d)	7.2		3	7.3		3	7.0		4	7.3		3
U.S.	11.9		2	13.1		2	12.3		1	13.1		2
Announced M&A^(e)
Global	20.5		2	16.4		3	22.4		2	16.2		4
U.S.	33.9		1	23.1		3	34.0		1	22.2		3


(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 Investment Banking 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 (“ABS”) 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~~the nine months ended September 30, 2011, and full-year 2010 reflects the removal of any withdrawn transactions. U.S. announced M&A represents any U.S. involvement ranking.


International metrics	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011		2010		Change
Total net revenue^(a)
Europe/Middle East/Africa	$	2,478	$	1,544	60	%	$	5,070	$	4,419	15	%	$	1,995	$	1,538	30	%	$	7,065	$	5,957	19	%
Asia/Pacific	762		901		(15	)	1,884		1,889		—		948		993		(5	)	2,832		2,882		(2	)
Latin America/Caribbean	337		248		36		664		558		19		175		167		5		839		725		16
North America	3,737		3,639		3		7,929		7,785		2		3,251		2,655		22		11,180		10,440		7
Total net revenue	$	7,314	$	6,332	16		$	15,547	$	14,651	6		$	6,369	$	5,353	19		$	21,916	$	20,004	10
Loans retained (period-end)^(b)
Europe/Middle East/Africa	$	15,370	$	12,959	19		$	15,370	$	12,959	19		$	15,361	$	12,781	20		$	15,361	$	12,781	20
Asia/Pacific	6,211		5,697		9		6,211		5,697		9		6,892		5,595		23		6,892		5,595		23
Latin America/Caribbean	2,633		1,763		49		2,633		1,763		49		3,222		1,545		109		3,222		1,545		109
North America	31,893		33,630		(5	)	31,893		33,630		(5	)	32,688		31,378		4		32,688		31,378		4
Total loans	$	56,107	$	54,049	4		$	56,107	$	54,049	4		$	58,163	$	51,299	13		$	58,163	$	51,299	13


(a)	Regional ~~revenues are~~revenue is based primarily on the domicile of the client and/or location of the trading desk.


(b)	Includes retained loans based on the domicile of the customer. Excludes loans held-for-sale and loans at fair value.

2221

RETAIL FINANCIAL SERVICES

For a discussion of the business profile of RFS, see ~~pages 72–78 of JPMorgan Chase’s~~ ~~2010~~ ~~Annual Report and~~ Introduction on page 4 of this Form 10–Q.

Effective July 1, 2011, RFS is organized into two components: (1) Consumer & Business Banking (formerly Retail Banking) and (2) Mortgage Banking (including Mortgage Production and Servicing, and Real Estate Portfolios). Consumer & Business Banking includes branch banking and business banking activities. Mortgage Production and Servicing includes mortgage origination and servicing activities. Real Estate Portfolios comprises residential mortgages and home equity loans, including the purchased credit-impaired portfolio acquired in the Washington Mutual transaction. For a further discussion of the business segment reorganization, see Business segment changes on page 16, and Note 24 on pages 190–192 of this Form 10-Q.


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Revenue
Lending- and deposit-related fees	$	823		$	780		6	%	$	1,569		$	1,621		(3	)%	$	833		$	743		12	%	$	2,382		$	2,333		2	%
Asset management, administration and commissions	501			433			16		988			885			12		513			441			16		1,497			1,322			13
Mortgage fees and related income	1,100			886			24		611			1,541			(60	)	1,380			705			96		1,991			2,246			(11	)
Credit card income	572			480			19		1,109			930			19		611			502			22		1,720			1,431			20
Other income	409			413			(1	)	773			767			1		136			143			(5	)	378			452			(16	)
Noninterest revenue	3,405			2,992			14		5,050			5,744			(12	)	3,473			2,534			37		7,968			7,784			2
Net interest income	4,571			4,817			(5	)	9,201			9,841			(7	)	4,062			4,280			(5	)	12,175			12,964			(6	)
Total net revenue^(a)	7,976			7,809			2		14,251			15,585			(9	)	7,535			6,814			11		20,143			20,748			(3	)

Provision for credit losses	1,128			1,715			(34	)	2,454			5,448			(55	)	1,027			1,397			(26	)	3,220			6,501			(50	)

Noninterest expense
Compensation expense	2,030			1,842			10		4,001			3,612			11		2,101			1,825			15		5,914			5,256			13
Noncompensation expense	3,547			2,369			50		6,778			4,771			42		2,404			2,276			6		8,642			6,548			32
Amortization of intangibles	60			70			(14	)	120			140			(14	)	60			69			(13	)	180			208			(13	)
Total noninterest expense	5,637			4,281			32		10,899			8,523			28		4,565			4,170			9		14,736			12,012			23
Income before income tax expense	1,211			1,813			(33	)	898			1,614			(44	)	1,943			1,247			56		2,187			2,235			(2	)
Income tax expense	629			771			(18	)	524			703			(25	)	782			531			47		1,042			966			8
Net income	$	582		$	1,042		(44	)	$	374		$	911		(59	)	$	1,161		$	716		62		$	1,145		$	1,269		(10	)
Financial ratios
Return on common equity	8		%	15		%			3		%	7		%			18		%	12		%			6		%	7		%
Overhead ratio	71			55					76			55					61			61					73			58
Overhead ratio excluding core deposit intangibles^(b)	70			54					76			54					60			60					72			57


(a)	Total net revenue included tax-equivalent adjustments associated with tax-exempt loans to municipalities and other qualified entities of $2 million and $52 million for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $5 million and $108 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, 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 excluded ~~Retail Banking's~~Consumer & Business Banking's CDI amortization expense related to prior business combination transactions of $$60 million ~~million~~ and $$69 million ~~million~~ for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~120~~180 million and $~~139~~208 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.

Quarterly results

Retail Financial Services reported net income of $~~582 million~~1.2 billion, compared with $~~1.0 billion~~716 million in the prior year.

Net revenue was $~~8.0~~7.5 billion, an increase of $~~167~~721 million, or 2%11%, compared with the prior year. Net interest income was $~~4.6~~4.1 billion, down by $~~246~~218 million, or 5%, reflecting ~~the impact of~~ lower loan balances due to portfolio ~~runoff, largely offset by an increase in deposit balances.~~runoff. Noninterest revenue was $~~3.4~~3.5 billion, up by $~~413~~939 million, or ~~14%~~37%, driven by higher mortgage fees and related income, debit card income, and deposit-related ~~fees and investment sales revenue.~~fees.

The provision for credit losses was $~~1.1~~1.0 billion, a decrease of $~~587~~370 million from the prior year. While delinquency trends ~~and net charge-offs~~ have modestly improved compared with the prior year, the current-quarter provision continued to reflect elevated losses in the mortgage and home equity portfolios. See Consumer ~~credit portfolio~~Credit Portfolio on ~~page 78~~pages 78–87 of this Form 10-Q for the net charge-off amounts and rates. To date, no charge-offs have been recorded on PCI loans.

Noninterest expense was $~~5.6~~4.6 billion, an increase of $~~1.4 billion~~395 million, or ~~32%~~9%, from the prior year, driven by investments in branch and mortgage production sales and support staff, as well as elevated ~~foreclosure and~~ default-related ~~costs including $1.0 billion for estimated litigation and other costs of foreclosure-related matters.~~costs.

Year-to-date results

Retail Financial Services reported net income of $~~374 million~~1.1 billion, compared with $~~911 million~~1.3 billion in the prior year.

Net revenue was $~~14.3~~20.1 billion, a decrease of $~~1.3 billion~~605 million, or 9%3%, compared with the prior year. Net interest income was $~~9.2~~12.2 billion, down by $~~640~~789 million, or 7%6%, reflecting the impact of lower loan balances, due to portfolio runoff, and narrower loan

spreads. Noninterest revenue was $~~5.1~~8.0 billion, ~~down~~up by $~~694~~184 million, or ~~12%~~2%, driven ~~by lower mortgage fees and related income, partially offset~~ by higher debit card income and investment sales ~~revenue.~~revenue largely offset by lower mortgage fees and related income.

The provision for credit losses was $~~2.5~~3.2 billion, a decrease of $~~3.0~~3.3 billion from the prior year. While delinquency trends and net charge-offs improved compared with the prior year, the current-year provision continued to reflect elevated losses in the mortgage and home equity portfolios. Additionally, the prior year provision included an addition to the allowance for loan losses of $1.2 billion for the purchased credit-impaired portfolio. See Consumer ~~credit portfolio~~Credit Portfolio on ~~page 78~~pages 78–87 of this Form 10-Q for the net charge-off amounts and rates. To date, no charge-offs have been recorded on PCI loans.

Noninterest expense was $~~10.9~~14.7 billion, an increase of $~~2.4~~2.7 billion, or ~~28%~~23%, from the prior year driven by elevated foreclosure and default-related costs including $1.7 billion for estimated litigation and other costs of foreclosure-related matters.


Selected metrics	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount and ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Selected balance sheet data (period-end)
Assets	$	349,182		$	375,329		(7	)%	$	349,182		$	375,329		(7	)%	$	276,799		$	300,913		(8	)%	$	276,799		$	300,913		(8	)%
Loans:
Loans retained	301,926			330,329			(9	)	301,926			330,329			(9	)	235,572			260,647			(10	)	235,572			260,647			(10	)
Loans held-for-sale and loans at fair value^(a)	13,558			12,599			8		13,558			12,599			8		13,153			13,032			1		13,153			13,032			1
Total loans	315,484			342,928			(8	)	315,484			342,928			(8	)	248,725			273,679			(9	)	248,725			273,679			(9	)
Deposits	379,376			359,974			5		379,376			359,974			5		388,735			363,295			7		388,735			363,295			7
Equity	28,000			28,000			—		28,000			28,000			—		25,000			24,600			2		25,000			24,600			2
Selected balance sheet data (average)
Assets	$	352,836		$	381,906		(8	)	$	358,520		$	387,854		(8	)	$	283,443		$	309,523		(8	)	$	289,486		$	316,407		(9	)
Loans:
Loans retained	305,131			335,308			(9	)	308,816			339,131			(9	)	238,273			264,467			(10	)	244,204			272,744			(10	)
Loans held-for-sale and loans at fair value^(a)	14,613			14,426			1		16,058			15,734			2		16,608			15,571			7		16,243			14,222			14
Total loans	319,744			349,734			(9	)	324,874			354,865			(8	)	254,881			280,038			(9	)	260,447			286,966			(9	)
Deposits	379,848			362,010			5		376,261			359,486			5		382,202			361,668			6		377,678			359,669			5
Equity	28,000			28,000			—		28,000			28,000			—		25,000			24,600			2		25,000			24,600			2

Headcount	127,837			116,879			9		127,837			116,879			9		128,992			114,440			13		128,992			114,440			13

Credit data and quality statistics
Net charge-offs	$	1,223		$	1,761		(31	)	$	2,549		$	4,199		(39	)	$	1,027		$	1,397		(26	)	$	3,295		$	5,251		(37	)
Nonaccrual loans:
Nonaccrual loans retained	8,273			10,457			(21	)	8,273			10,457			(21	)	7,579			9,601			(21	)	7,579			9,601			(21	)
Nonaccrual loans held-for-sale and loans at fair value	142			176			(19	)	142			176			(19	)	132			166			(20	)	132			166			(20	)
Total nonaccrual loans^(b)(c)(d)	8,415			10,633			(21	)	8,415			10,633			(21	)	7,711			9,767			(21	)	7,711			9,767			(21	)
Nonperforming assets^(b)(c)(d)	9,406			11,907			(21	)	9,406			11,907			(21	)	8,576			11,155			(23	)	8,576			11,155			(23	)
Allowance for loan losses	16,358			16,152			1		16,358			16,152			1		15,479			15,106			2		15,479			15,106			2
Net charge-off rate^(e)	1.61		%	2.11		%			1.66		%	2.50		%			1.71		%	2.10		%			1.80		%	2.57		%
Net charge-off rateexcluding PCI loans^(e)(f)	2.08			2.75					2.16			3.26					2.39			2.94					2.53			3.61
Allowance for loan losses to ending loans retained^(e)	5.42			4.89					5.42			4.89					6.57			5.80					6.57			5.80
Allowance for loan losses to ending loans retainedexcluding PCI loans^(e)(f)	4.90			5.26					4.90			5.26					6.26			6.61					6.26			6.61
Allowance for loan losses to nonaccrual loans retained^(b)(e)(f)	138			128					138			128					139			128					139			128
Nonaccrual loans to total loans	2.67			3.10					2.67			3.10					3.10			3.57					3.10			3.57
Nonaccrual loans to total loans excluding PCI loans^(b)	3.41			4.00					3.41			4.00					4.25			4.91					4.25			4.91

(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 $~~13.3~~13.0 billion and $~~12.2~~12.6 billion at ~~June~~September 30, 2011 and 2010, respectively. Average balances of these loans totaled $~~14.5~~16.5 billion and $~~12.5~~15.3 billion for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~16.0~~16.1 billion and $~~13.3~~14.0 billion for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.

(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 the 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.


(c)	Certain of these loans are classified as trading assets on the Consolidated Balance Sheets.

(d)

At ~~June~~September 30, 2011 and 2010, nonperforming assets excluded: (1) mortgage loans insured by U.S. government agencies of $~~9.1~~9.5 billion and $~~8.9~~9.2 billion, respectively, that are 90 or more days past due; and (2) real estate owned insured by U.S. government agencies of $2.4 billion and $~~1.4~~$1.7 billion, ~~respectively; and (3) student loans insured by U.S. government agencies under the Federal Family Education Loan Program (“FFELP”), of~~ ~~$558 million~~ ~~and~~ ~~$447 million, respectively, that are 90 or more days past due.~~respectively. These amounts were excluded as reimbursement of insured amounts is proceeding normally. For further discussion, see Note 13 on pages 136–157 of this

2423

~~discussion, see Note 13 on pages 134~~–~~148 of this~~ Form 10-Q which summarizes loan delinquency information.


(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 $4.9 billion and $$2.8 billion was recorded for these loans at ~~June~~September 30, 2011 and 2010, respectively, which was also excluded from the applicable ratios. To date, no charge-offs have been recorded for these loans.

~~RETAIL~~CONSUMER & BUSINESS BANKING


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Noninterest revenue	$	1,887		$	1,684		12	%	$	3,643		$	3,386		8	%	$	1,952		$	1,692		15	%	$	5,598		$	5,128		9	%
Net interest income	2,707			2,712			—		5,366			5,347			—		2,730			2,744			(1	)	8,095			8,191			(1	)
Total net revenue	4,594			4,396			5		9,009			8,733			3		4,682			4,436			6		13,693			13,319			3

Provision for credit losses	42			168			(75	)	161			359			(55	)	126			173			(27	)	287			561			(49	)

Noninterest expense	2,705			2,633			3		5,507			5,210			6		2,842			2,798			2		8,354			8,041			4
Income before income tax expense	1,847			1,595			16		3,341			3,164			6		1,714			1,465			17		5,052			4,717			7
Net income	$	1,102		$	914		21		$	1,993		$	1,812		10		$	1,023		$	839		22		$	3,014		$	2,700		12
Overhead ratio	59		%	60		%			61		%	60		%			61		%	63		%			61		%	60		%
Overhead ratio excluding core deposit intangibles^(a)	58			58					60			58					59			62					60			59

(a)

~~Retail~~Consumer & Business 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 excluded ~~Retail Banking’s~~Consumer & Business Banking’s CDI amortization expense related to prior business combination transactions of $60 million and $69 million for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~120~~180 million and $~~139~~208 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.

Quarterly results

~~Retail~~Consumer & Business Banking reported net income of $~~1.1~~1.0 billion, an increase of $~~188~~184 million, or ~~21%~~22%, compared with the prior year. Net revenue was $~~4.6~~4.7 billion, up 5%6% from the prior year. Net interest income was $2.7 billion, flat compared with the prior year, as the impact of lower deposit spreads was predominantly offset by the effect of higher deposit balances. Noninterest revenue was $2.0 billion, an increase of 15%, driven by higher debit card revenue, deposit-related fees and investment fee revenue. The provision for credit losses was $126 million, compared with $173 million in the prior year. Net charge-offs were $126 million, compared with $173 million in the prior year.Noninterest expense was $2.8 billion, up 2% from the prior year, due to sales force increases and new branch builds.

Year-to-date results

Consumer & Business Banking reported net income of $3.0 billion, an increase of $314 million, or 12%, compared with the prior year. Net revenue was $13.7 billion, up 3% from the prior year. Net interest income was $8.1 billion, flat to the prior year, as the impact from higher deposit balances was offset predominantly by the effect of lower deposit spreads. Noninterest revenue was $~~1.9 billion, an increase of 12%, driven by higher debit card revenue, deposit-related fees and investment sales revenue. The provision for credit losses was $42 million, compared with $168 million~~ ~~in the prior year. Net charge-offs were~~ ~~$117 million, compared with~~ ~~$168 million~~ ~~in the prior year.Noninterest expense was~~ ~~$2.7 billion, up~~ 3% ~~from the prior year, due to sales force increases and new branch builds.~~

~~Year-to-date results~~

~~Retail Banking~~ ~~reported net income of~~ ~~$2.0~~5.6 billion, an increase of ~~$181 million~~9%~~, or~~ ~~10%, compared with the prior year. Net revenue was~~ ~~$9.0 billion, up~~ 3% ~~from the prior year. Net interest income was $5.4 billion, flat to the prior year, as the impact from higher deposit balances was offset predominantly by the effect of lower deposit spreads. Noninterest revenue was $3.6 billion, an increase of 8%~~, driven by higher debit card and investment sales revenue. The provision for credit losses was $~~161~~287 million, compared with $~~359~~561 million in the prior year. Net charge-offs were $~~236~~362 million, compared with $~~359~~561 million in the prior year. Noninterest expense was $~~5.5~~8.4 billion, up 6%4% from the prior year, resulting from sales force increases and new branch builds.

2524


Selected metrics	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in billions, except ratios and where otherwise noted)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Business metrics
Business banking origination volume (in millions)	$	1,573		$	1,222		29	%	$	2,998		$	2,127		41	%	$	1,440		$	1,126		28	%	$	4,438		$	3,253		36	%
End-of-period loans owned	17.1			16.6			3		17.1			16.6			3
End-of-period loans																	17.3			16.6			4		17.3			16.6			4
End-of-period deposits:
Checking	136.3			123.5			10		136.3			123.5			10		142.1			124.2			14		142.1			124.2			14
Savings	178.1			161.8			10		178.1			161.8			10		186.7			166.4			12		186.7			166.4			12
Time and other	41.9			50.5			(17	)	41.9			50.5			(17	)	39.0			48.9			(20	)	39.0			48.9			(20	)
Total end-of-period deposits	356.3			335.8			6		356.3			335.8			6		367.8			339.5			8		367.8			339.5			8
Average loans owned	$	17.1		$	16.7		2		$	17.0		$	16.8		1
Average loans																	$	17.2		$	16.6		4		$	17.0		$	17.0		—
Average deposits:
Checking	$	136.5		$	123.6		10		$	134.3		$	121.7		10		137.0			123.5			11		135.2			122.4			10
Savings	176.8			162.8			9		174.0			160.7			8		184.6			166.2			11		180.2			165.3			9
Time and other	43.1			51.4			(16	)	44.0			53.5			(18	)	40.6			49.9			(19	)	42.9			52.4			(18	)
Total average deposits	356.4			337.8			6		352.3			335.9			5		362.2			339.6			7		358.3			340.1			5
Deposit margin	2.87		%	3.05		%			2.89		%	3.03		%			2.82		%	3.04		%			2.85		%	3.01		%
Average assets	$	28.3		$	28.4		—		$	28.5		$	28.7		(1	)	$	30.1		$	28.5		6		$	29.5		$	29.4		—
Credit data and quality statistics (in millions, except ratios)
Net charge-offs	$	117		$	168		(30	)	$	236		$	359		(34	)	$	126		$	173		(27	)	$	362		$	561		(35	)
Net charge-off rate	2.74		%	4.04		%			2.80		%	4.31		%			2.91		%	4.13		%			2.85		%	4.41		%
Nonperforming assets	$	784		$	920		(15	)	$	784		$	920		(15	)	$	773		$	913		(15	)	$	773		$	913		(15	)
Retail branch business metrics
Investment sales volume (in millions)	$	6,334		$	5,756		10		$	12,918		$	11,712		10
Retail branch business metrics (in millions, except ratios)
Investment sales volume																	$	5,102		$	5,798		(12	)	$	18,020		$	17,510		3
Client investment assets																	132,255			127,743			4		132,255			127,743			4
% managed accounts																	23		%	18		%			23		%	18		%
Number of:
Branches	5,340			5,159			4		5,340			5,159			4		5,396			5,192			4		5,396			5,192			4
Chase Private Client branch locations																	139			16			NM		139			16			NM
ATMs	16,443			15,654			5		16,443			15,654			5		16,708			15,815			6		16,708			15,815			6
Personal bankers	23,308			20,170			16		23,308			20,170			16		24,205			21,438			13		24,205			21,438			13
Sales specialists	7,630			6,785			12		7,630			6,785			12		7,891			7,123			11		7,891			7,123			11
Active online customers (in thousands)	18,085			16,584			9		18,085			16,584			9		18,372			17,167			7		18,372			17,167			7
Active mobile customers (in thousands)																	7,266			4,600			58		7,266			4,600			58
Chase Private Clients																	11,711			3,890			201		11,711			3,890			201
Checking accounts (in thousands)	26,266			26,351			—		26,266			26,351			—		26,541			27,014			(2	)	26,541			27,014			(2	)

2625

MORTGAGE ~~BANKING, AUTO & OTHER CONSUMER LENDING~~PRODUCTION AND SERVICING


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratio)	2011			2010			Change		2011			2010			Change
Noninterest revenue	$	1,498		$	1,256		19	%	$	1,379		$	2,274		(39	)%
(in millions, except ratios)																	2011			2010			Change		2011			2010			Change
Mortgage fees and related income																	$	1,380		$	705		96	%	$	1,991		$	2,246		(11	)%
Other noninterest revenue																	118			116			2		328			305			8
Net interest income	667			792			(16	)	1,482			1,685			(12	)	204			232			(12	)	599			660			(9	)
Total net revenue	2,165			2,048			6		2,861			3,959			(28	)	1,702			1,053			62		2,918			3,211			(9	)

Provision for credit losses	132			175			(25	)	263			392			(33	)	2			27			(93	)	4			46			(91	)

Noninterest expense	2,561			1,243			106		4,666			2,489			87		1,360			982			38		5,293			2,757			92
Income/(loss) before income tax expense/(benefit)	(528		)	630			NM		(2,068		)	1,078			NM		340			44			NM		(2,379		)	408			NM
Net income/(loss)	$	(454	)	$	364		NM		$	(1,391	)	$	621		NM		$	205		$	25		NM		$	(1,574	)	$	239		NM
Overhead ratio	118		%	61		%			163		%	63		%			80		%	93		%			181		%	86		%

Functional results
Production
Production revenue																	$	1,090		$	1,233		(12	)%	$	2,536		$	2,342		8	%
Production-related net interest & other income																	213			216			(1	)	630			629			—
Production-related revenue, excluding repurchase losses																	1,303			1,449			(10	)	3,166			2,971			7
Production expense																	496			435			14		1,377			1,177			17
Income, excluding repurchase losses																	807			1,014			(20	)	1,789			1,794			—
Repurchase losses																	(314		)	(1,464		)	79		(957		)	(2,563		)	63
Income/(loss) before income tax expense/(benefit)																	493			(450		)	NM		832			(769		)	NM
Servicing
Loan servicing revenue																	1,039			1,153			(10	)	3,102			3,446			(10	)
Servicing-related net interest & other income																	115			129			(11	)	300			325			(8	)
Servicing-related revenue																	1,154			1,282			(10	)	3,402			3,771			(10	)
MSR asset amortization																	(457		)	(604		)	24		(1,498		)	(1,829		)	18
Servicing expense^(a)																	866			574			51		3,920			1,626			141
Income/(loss), excluding MSR risk management																	(169		)	104			NM		(2,016		)	316			NM
MSR risk management, incl. related net interest income/(expense)^(b)																	16			390			(96	)	(1,195		)	861			NM
Income/(loss) before income tax expense/(benefit)																	(153		)	494			NM		(3,211		)	1,177			NM
Net income/(loss)																	$	205		$	25		NM		$	(1,574	)	$	239		NM


(a)	Servicing expense includes both core and default servicing expense for all periods presented as well as $1.7 billion estimated litigation and other costs of foreclosure-related matters for the nine months ended September 30, 2011.


(b)	MSR risk management predominantly includes (a) changes in the MSR asset fair value due to changes in market interest rates and other modeled inputs and assumptions, and (b) changes in the value of the derivatives used to hedge the MSR asset. See Note 16 on pages 168–172 of this Form 10-Q for further information regarding changes in value of the MSR asset and related hedges.

Quarterly results

Mortgage ~~Banking, Auto & Other Consumer Lending~~Production and Servicing reported net income of $205 million, compared with $25 million in the prior year.

Mortgage production pretax income was $493 million, compared with a pretax loss of $450 million in the prior year. Production-related revenue, excluding repurchase losses, was $1.3 billion, a decrease of 10% from the prior year. Current-quarter revenue reflected lower volumes and flat margins when compared with the prior year. Production expense was $496 million, an increase of $61 million, or 14%, reflecting a strategic shift to higher-cost retail originations both through the branch network and direct to the consumer. Repurchase losses were $314 million, compared with prior-year repurchase losses of $1.5 billion, which included a $1.0 billion increase in the repurchase reserve.

Mortgage servicing, including MSR risk management, resulted in a pretax loss of $153 million, compared with pretax income of $494 million in the prior year. Servicing-related revenue was $1.2 billion, a decline of 10% from the prior year, as a result of the decline in third-party loans serviced. MSR asset amortization was $457 million, compared with $604 million in the prior year; this reflected reduced amortization as a result of a lower MSR asset value, resulting from the adjustment recognized in the first quarter to reflect an increased cost to service. Offsetting the lower MSR asset amortization, servicing expense was $866 million, an increase of $292 million, reflecting higher core and default servicing costs. MSR risk management income was $16 million, a decline of $374 million from the prior year.

Year-to-date results

Mortgage Production and Servicing reported a net loss of $~~454 million, compared with net income of~~ ~~$364 million~~ ~~in the prior year.~~

~~Net revenue was~~ ~~$2.2 billion, an increase of~~ ~~$117 million, or~~ 6%~~, from the prior year. Mortgage Banking net revenue was~~ ~~$1.3 billion, compared with net revenue of $1.2~~ ~~billion in the prior year. Auto & Other Consumer Lending net revenue was~~ ~~$835 million, down by~~ ~~$15 million~~.

~~Mortgage Banking net revenue in the second quarter of 2011 included~~ ~~$1.1 billion~~ ~~for mortgage fees and related income,~~ ~~$124 million~~ ~~of net interest income and~~ ~~$106 million~~ ~~of other noninterest revenue. Mortgage fees and related income comprised~~ ~~$544 million~~ ~~of net production revenue,~~ ~~$533 million~~ ~~of servicing operating revenue and~~ ~~$23 million~~ ~~of MSR risk management revenue. Production revenue, excluding repurchase losses, was~~ ~~$767 million, an increase of~~ ~~$91 million, reflecting wider margins. Total production revenue was reduced by~~ ~~$223 million~~ ~~of repurchase losses, compared with repurchase losses of~~ ~~$667 million~~ ~~in the prior year. Servicing operating revenue declined~~ 6% ~~from the prior year, due to run-off of the servicing portfolio. MSR risk management revenue declined by~~ ~~$288 million~~ ~~from the prior year.~~

~~The provision for credit losses, predominantly related to the student and auto loan portfolios, was~~ ~~$132 million, compared with~~ ~~$175 million~~ ~~in the prior year. Auto loan net charge-offs were~~ ~~$19 million, compared with~~ ~~$58 million~~ ~~in the prior year. Student loan and other net charge-offs were~~ ~~$135 million, compared with~~ ~~$150 million~~ ~~in the prior year.~~

~~Noninterest expense was~~ ~~$2.6 billion, up by~~ ~~$1.3 billion~~ ~~from the prior year. The increase was driven by~~ ~~$1.0 billion~~ ~~for estimated litigation and other costs of foreclosure-related matters, as well as an increase in default-related expense for the serviced portfolio.~~

~~Year-to-date results~~

~~Mortgage Banking, Auto & Other Consumer Lending~~ ~~reported a net loss of~~ ~~$1.4~~1.6 billion, compared with net income of $~~621~~239 million in the prior year.

~~Net revenue~~Mortgage production pretax income was $~~2.9 billion, a decrease of~~ ~~$1.1 billion, or~~ ~~28%, from the prior year. Mortgage Banking net revenue was~~ ~~$1.3 billion~~832 million, compared with ~~net revenue~~a pretax loss of $~~2.2 billion~~769 million in the prior year. ~~Auto & Other Consumer Lending net revenue was~~ ~~$1.6 billion, down by~~ ~~$154 million, predominantly as a result of the discontinuation of tax refund anticipation lending.~~

~~Mortgage Banking net revenue in the first half of 2011 included~~ ~~$611 million~~ ~~of mortgage fees and related income,~~ ~~$395 million~~ ~~of net interest income and~~ ~~$210 million~~ ~~of other noninterest revenue. Mortgage fees and related income comprised~~ ~~$803 million~~ ~~of net production revenue,~~ ~~$1.0 billion~~ ~~of servicing operating revenue and a~~ ~~$1.2 billion~~ ~~MSR risk management loss. Production~~Production-related revenue, excluding repurchase losses, was $3.2 billion, an increase of 7% from the prior year reflecting higher volumes and wider margins when compared with the prior year. Production expense was $1.4 billion, an increase of $~~337~~200 million, or 17%, reflecting ~~higher mortgage origination volumes~~a strategic shift to higher-cost retail originations both through the branch network and ~~wider margins. Total production revenue was reduced by~~direct to the consumer. Repurchase losses were $~~643~~957 million ~~of repurchase losses,~~, compared with prior-year repurchase losses of $~~1.1~~2.6 billion, which included a $1.6 billion increase in the repurchase reserve.

Mortgage servicing, including MSR risk management, resulted in a pretax loss of $3.2 billion, compared with pretax income of $1.2 billion in the prior year. ~~Servicing operating~~Servicing-related revenue ~~declined~~was 4%$3.4 billion, a decline of 10% from the prior ~~year.~~year, as a result of the decline in third-party loans serviced. MSR ~~risk management revenue declined~~asset amortization was $1.5 billion, compared with $1.8 billion in the prior year; this reflected reduced amortization as a result of a lower MSR asset value, resulting from the adjustment recognized to reflect an increased cost to service as discussed below. Offsetting the lower MSR asset amortization, servicing expense was $3.9 billion, an increase of $2.3 billion, driven by $1.7 billion ~~from~~recorded for estimated litigation and other costs of foreclosures-related matters, as well as higher core and default servicing costs. MSR risk management was a loss of $1.2 billion, compared with income of $861 million in the prior year, ~~reflecting~~driven by a ~~$1.1 billion~~ ~~decline~~decrease in the fair value of the MSR asset that was recognized in the first quarter of 2011 related to a revised cost to service assumption incorporated into the valuation to reflect the estimated impact of higher servicing costs to enhance servicing processes – particularly loan ~~modification~~modifications and foreclosure procedures, and higher estimated costs to comply with Consent Orders entered into with banking regulators. The decline in the fair value of the MSR asset also resulted from a decrease in interest rates.procedures.

~~The provision for credit losses, predominantly related to the student and auto loan portfolios, was~~ ~~$263 million, compared with~~ ~~$392 million~~ ~~in the prior year. Auto loan net charge-offs were~~ ~~$66 million, compared with~~ ~~$160 million~~ ~~in the prior year. Student loan and other net charge-offs were~~ ~~$215 million, compared with~~ ~~$214 million~~ ~~in the prior year.~~

~~Noninterest expense was~~ ~~$4.7 billion, up by~~ ~~$2.2 billion, or~~ ~~87%, from the prior year, driven by~~ ~~$1.7 billion~~ ~~recorded for estimated litigation and other costs of foreclosure-related matters, as well as an increase in default-related expense for the serviced portfolio.~~

Selected metrics Three months ended June 30, Six months ended June 30,
(in billions, except ratios and where otherwise noted) 2011
2010
Change
2011
2010
Change
Business metrics
End-of-period loans owned:
Auto $ 46.8
$ 47.5
(1 )% $ 46.8
$ 47.5
(1 )%
Prime mortgage, including option ARMs^(a)
14.3
13.2
8
14.3
13.2
8
Student and other 14.0
15.1
(7 ) 14.0
15.1
(7 )
Total end-of-period loans owned 75.1
75.8
(1 ) 75.1
75.8
(1 )
Average loans owned:
Auto $ 47.0
$ 47.5
(1 ) $ 47.3
$ 47.2
—
Prime mortgage, including option ARMs^(a)
14.1
13.6
4
14.1
13.0
8
Student and other 14.1
16.7
(16 ) 14.3
17.6
(19 )
Total average loans owned^(b)
75.2
77.8
(3 ) 75.7
77.8
(3 )
Credit data and quality statistics (in millions, except ratios)

Net charge-offs/(recoveries):
Auto $ 19
$ 58
(67 ) $ 66
$ 160
(59 )
Prime mortgage, including option ARMs (2 ) 13
         NM 2
19
(89 )
Student and other 135
150
(10 ) 215
214
—
Total net charge-offs 152
221
(31 ) 283
393
(28 )
Net charge-off/(recovery) rate:
Auto 0.16 % 0.49 % 0.28 % 0.68 %
Prime mortgage, including option ARMs (0.06 ) 0.39
0.03
0.30

Student and other 3.84
4.04
3.03
2.80

Total net charge-off rate^(b)
0.81
1.17
0.75
1.05

30+ day delinquency rate^(c)(d)(e)
1.55
1.43
1.55
1.42

Nonperforming assets (in millions)^(f)
$ 893
$ 1,013
(12 ) $ 893
$ 1,013
(12 )
Origination volume:
Mortgage origination volume by channel
Retail $ 20.7
$ 15.3
35
$ 41.7
$ 26.7
56
Wholesale^(g)
0.1
0.4
(75 ) 0.3
0.8
(63 )
Correspondent ^(g)
10.3
14.7
(30 ) 23.8
30.7
(22 )
CNT (negotiated transactions) 2.9
1.8
61
4.4
5.7
(23 )
Total mortgage origination volume 34.0
32.2
6
70.2
63.9
10
Student $ —
$ 0.1
NM
$ 0.1
$ 1.7
(94 )
Auto 5.4
5.8
(7 ) 10.2
12.1
(16 )
Application volume:
Mortgage application volume by channel
        Retail $ 33.6
$ 27.8
21
$ 64.9
$ 48.1
35
        Wholesale^(g)
0.3
0.6
(50 ) 0.6
1.4
(57 )
       Correspondent^(g)
14.9
23.5
(37 ) 28.5
41.7
(32 )
Total mortgage application volume $ 48.8
$ 51.9
(6 ) $ 94.0
$ 91.2
3
Average mortgage loans held-for-sale and loans at fair value^(h)
$ 14.6
$ 12.6
16
$ 16.1
$ 13.5
19
Average assets 124.4
123.2
1
126.4
124.0
2
Repurchase reserve (ending) 3.2
2.0
60
3.2
2.0
60
Third-party mortgage loans serviced (ending) 940.8
1,055.2
(11 ) 940.8
1,055.2
(11 )
Third-party mortgage loans serviced (average) 947.0
1,063.7
(11 ) 952.9
1,070.1
(11 )
MSR net carrying value (ending) 12.2
11.8
3
12.2
11.8
3
Ratio of MSR net carrying value (ending) to third-party mortgage loans serviced (ending) 1.30 % 1.12 % 1.30 % 1.12 %
Ratio of annualized loan servicing revenue to third-party mortgage loans serviced (average) 0.43
0.45
0.44
0.43

MSR revenue multiple⁽ⁱ⁾
3.02x
2.49x
2.95x
2.60x

Three months ended June 30, Six months ended June 30,
Supplemental mortgage fees and related income details
(in millions)
2011
2010
Change
2011
2010
Change
Net production revenue:
Production revenue $ 767
$ 676
13 % $ 1,446
$ 1,109
30 %
Repurchase losses (223 ) (667 ) 67
(643 ) (1,099 ) 41
Net production revenue 544
9
NM
803
10
           NM
Net mortgage servicing revenue:
Operating revenue:
Loan servicing revenue 1,011
1,186
(15 ) 2,063
2,293
(10 )
Other changes in MSR asset fair value (478 ) (620 ) 23
(1,041 ) (1,225 ) 15
Total operating revenue 533
566
(6 ) 1,022
1,068
(4 )
Risk management:
Changes in MSR asset fair value due to inputs or
      assumptions in model^(j)
(960 ) (3,584 ) 73
(1,711 ) (3,680 ) 54
Derivative valuation adjustments and other 983
3,895
(75 ) 497
4,143
(88 )
Total risk management 23
311
(93 ) (1,214 ) 463
           NM
Total net mortgage servicing revenue 556
877
(37 ) (192 ) 1,531
           NM
Mortgage fees and related income $ 1,100
$ 886
24
$ 611
$ 1,541
(60 )



Selected metrics	Three months ended September 30,								Nine months ended September 30,
(in billions, except ratios and where otherwise noted)	2011			2010			Change		2011			2010			Change
Selected balance sheet data
End-of-period loans:
Prime mortgage, including option ARMs^(a)(b)	$	14.8		$	13.8		7	%	$	14.8		$	13.8		7	%
Loans held-for-sale and loans at fair value^(c)	13.2			13.0			2		13.2			13.0			2
Average loans:
Prime mortgage, including option ARMs^(a)(d)	14.4			13.6			6		14.2			13.3			7
Loans held-for-sale and loans at fair value^(c)	16.6			15.6			6		16.2			14.2			14
Average assets	59.7			58.5			2		59.7			56.1			6
Repurchase reserve (ending)	3.2			3.0			7		3.2			3.0			7
Credit data and quality statistics (in millions, except ratios)
Net charge-offs:
Prime mortgage, including option ARMs	2			10			(80	)	4			29			(86	)
Net charge-off rate:
Prime mortgage, including option ARMs^(d)	0.06		%	0.30		%			0.04		%	0.30		%
30+ day delinquency rate^(b)(e)	3.35			3.40					3.35			3.40
Nonperforming assets^(f)	$	691		$	786		(12	)	$	691		$	786		(12	)
Business metrics
Origination volume by channel
Retail	$	22.4		$	19.2		17		$	64.1		$	45.9		40
Wholesale^(g)	0.1			0.2			(50	)	0.4			1.0			(60	)
Correspondent^(g)	13.4			19.1			(30	)	37.2			49.8			(25	)
CNT (negotiated transactions)	0.9			2.4			(63	)	5.3			8.1			(35	)
Total origination volume	$	36.8		$	40.9		(10	)	$	107.0		$	104.8		2
Application volume by channel
Retail	$	37.7		$	34.6		9		$	102.6		$	82.7		24
Wholesale^(g)	0.2			0.6			(67	)	0.8			2.0			(60	)
Correspondent^(g)	20.2			30.7			(34	)	48.7			72.4			(33	)
Total application volume	$	58.1		$	65.9		(12	)	$	152.1		$	157.1		(3	)
Third-party mortgage loans serviced (ending)	$	924.5		$	1,012.7		(9	)	$	924.5		$	1,012.7		(9	)
Third-party mortgage loans serviced (average)	931.4			1,028.6			(9	)	945.7			1,056.3			(10	)
MSR net carrying value (ending)^(h)	7.8			10.3			(24	)	7.8			10.3			(24	)
Ratio of MSR net carrying value (ending) to third-party mortgage loans serviced (ending)	0.84		%	1.02		%			0.84		%	1.02		%
Ratio of annualized loan servicing revenue to third-party mortgage loans serviced (average)	0.44			0.44					0.44			0.44
MSR revenue multiple⁽ⁱ⁾	1.91x			2.32x					1.91x			2.32x


(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 Mortgage repurchase liability on pages 53–56 of this Form 10-Q.


(b)	~~Total average~~At September 30, 2011 and 2010, end-of-period loans owned included loans held-for-sale of $131 million and $76428 million, respectively. No allowance for loan losses was recorded for these loans. These amounts were excluded when calculating the 30+ day delinquency rate.

(c)

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 $13.0 billion and $~~1.9~~12.6 billion at September 30, 2011 and 2010, respectively. Average balances of these loans totaled $16.5 billion and $15.3 billion for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~104~~16.1 billion ~~million~~ and $~~2.4~~$14.0 billion ~~billion~~ for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.


(d)	Average loans owned included loans held-for-sale of $108 million and $226 million for the three months ended September 30, 2011 and 2010, respectively, and $105 million and $210 million for the nine months ended September 30, 2011 and 2010, respectively. These amounts were excluded when calculating the net charge-off rate.


~~(c)~~(e)	At ~~June~~September 30, 2011 and 2010, ~~total end-of-period loans owned included loans held-for-sale of~~ ~~$221 million~~ ~~and $434 million, respectively. These amounts were excluded when calculating the 30+ day delinquency rate.~~


~~(d)~~	At ~~June 30, 2011~~ ~~and~~ ~~2010, excluded~~excludes mortgage loans insured by U.S. government agencies of $~~10.1~~10.5 billion and $~~9.8~~10.2 billion, ~~respectively. These amounts were excluded as reimbursement of insured amounts is proceeding normally.~~


~~(e)~~	At ~~June 30, 2011~~ ~~and~~ ~~2010, excluded loans~~respectively, that are 30 ~~days~~ or more days past ~~due and still accruing, which are insured by U.S. government agencies under the FFELP, of~~ ~~$968 million~~ ~~and~~ ~~$988 million, respectively.~~due. These amounts were excluded as reimbursement of insured amounts is proceeding normally.

(f)

At ~~June~~September 30, 2011 and 2010, nonperforming assets excluded: (1) mortgage loans insured by U.S. government agencies of $~~9.1~~9.5 billion and $~~8.9~~9.2 billion, respectively, that are 90 or more days past due; and (2) real estate owned insured by U.S. government agencies of $2.4 billion and $~~1.4~~1.7 billion, ~~respectively; and (3) student loans insured by U.S. government agencies under the FFELP, of~~ ~~$558 million~~ ~~and~~ ~~$447 million, respectively, that are 90 days or more past due.~~respectively. These amounts were excluded as reimbursement of insured amounts is proceeding normally.


(g)	Includes rural housing loans sourced through brokers and correspondents, which are underwritten under Rural Housing ~~Authority guidelines.~~Services.

(h)

~~Loans at~~The 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~~MSR asset decreased $~~14.5~~5.8 billion ~~and~~ ~~$12.5 billion~~ ~~for the three months ended~~ ~~June 30, 2011~~ ~~and~~ ~~2010, respectively, and $16.0 billion~~ ~~and~~ ~~$13.3 billion~~ ~~for~~during the ~~six~~nine months ended ~~June~~September 30, 2011. See Note 16 on pages 168–172 of this Form 10-Q for further information regarding changes in value of the MSR asset and ~~2010, respectively.~~related hedges.


(i)	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).

~~(j)~~

~~Of the total decrease recognized in the six months ended June 30, 2011,~~ ~~$1.1 billion~~ related to a revised cost to service assumption incorporated into the valuation in the first quarter of 2011 to reflect the estimated impact of higher servicing costs to enhance servicing processes, particularly related to loan modification and foreclosure procedures, and higher estimated costs to comply with Consent Orders entered into with banking regulators. The ~~$1.7 billion~~ change due to changes in inputs and assumptions also included a decrease in the fair value of the MSR asset resulting from a decrease in interest rates. Declining interest rates have the effect of decreasing the fair value of the MSR asset and increasing the fair value of the derivatives used for risk management purposes. For additional information on MSRs, see Note 3 and Note 16 on pages 102–114 and 159–163, respectively, of this Form 10-Q.

2928

REAL ESTATE PORTFOLIOS


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Noninterest revenue	$	20		$	52		(62	)%	$	28		$	84		(67	)%	$	23		$	21		10	%	$	51		$	105		(51	)%
Net interest income	1,197			1,313			(9	)	2,353			2,809			(16	)	1,128			1,304			(13	)	3,481			4,113			(15	)
Total net revenue	1,217			1,365			(11	)	2,381			2,893			(18	)	1,151			1,325			(13	)	3,532			4,218			(16	)

Provision for credit losses	954			1,372			(30	)	2,030			4,697			(57	)	899			1,197			(25	)	2,929			5,894			(50	)

Noninterest expense	371			405			(8	)	726			824			(12	)	363			390			(7	)	1,089			1,214			(10	)
Income/(loss) before income tax expense/(benefit)	(108		)	(412		)	74		(375		)	(2,628		)	86		(111		)	(262		)	58		(486		)	(2,890		)	83
Net income/(loss)	$	(66	)	$	(236	)	72		$	(228	)	$	(1,522	)	85		$	(67	)	$	(148	)	55		$	(295	)	$	(1,670	)	82
Overhead ratio	30		%	30		%			30		%	28		%			32		%	29		%			31		%	29		%

Quarterly results

Real Estate Portfolios reported a net loss of $6667 million, compared with a net loss of $~~236~~148 million in the prior year. The improvement was driven by a lower provision for credit losses, ~~partially~~largely offset by lower net revenue.

Net revenue was $1.2 billion, down by $~~148~~174 million, or ~~11%~~13%, from the prior year. The decrease was driven by a decline in net interest income as a result of lower loan balances due to portfolio ~~runoff, partially offset by wider loan spreads.~~runoff.

The provision for credit losses was $~~954~~899 million, compared with $~~1.4~~1.2 billion in the prior year. The current-quarter provision reflected a ~~$418 million~~reduction in net charge-offs, driven by a modest improvement in delinquency trends. See Consumer Credit Portfolio on pages 78–87 of this Form 10-Q for the net charge-off amounts and rates. To date, no charge-offs have been recorded on PCI loans.

Noninterest expense was $~~371~~363 million, down by $3427 million, or 8%7%, from the prior year, reflecting a decrease in foreclosed asset ~~expense.~~expense due to temporary delays in foreclosure activity.

Year-to-date results

Real Estate Portfolios reported a net loss of $~~228~~295 million, compared with a net loss of $~~1.5~~1.7 billion in the prior year. The improvement was driven by a lower provision for credit losses, partially offset by lower net revenue.

Net revenue was $~~2.4~~3.5 billion, down by $~~512~~686 million, or ~~18%~~16%, from the prior year. The decrease was driven by a decline in net interest income as a result of lower loan balances due to portfolio runoff and narrower loan spreads.

The provision for credit losses was $~~2.0~~2.9 billion, compared with $~~4.7~~5.9 billion in the prior year. The current-year provision reflected a~~$1.4 billion~~ reduction in net charge-offs driven by improved delinquency trends. Also, the prior-year provision included an addition to the allowance for loan losses of $1.2 billion for the Washington Mutual PCI portfolios. See Consumer Credit Portfolio on pages 78–87 of this Form 10-Q for the net charge-off amounts and rates. To date, no charge-offs have been recorded on PCI loans.

Noninterest expense was $~~726 million~~1.1 billion, down by $98125 million, or ~~12%~~10%, from the prior year, reflecting a decrease in foreclosed asset ~~expense.~~expense due to temporary delays in foreclosure activity.

3029


Selected metrics	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in billions)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011		2010		Change
Loans excluding PCI^(a)
End-of-period loans owned:
Home equity	$	82.7	$	94.8	(13	)%	$	82.7	$	94.8	(13	)%	$	80.3	$	91.7	(12	)%	$	80.3	$	91.7	(12	)%
Prime mortgage, including option ARMs	47.0		53.1		(11	)	47.0		53.1		(11	)	45.5		51.3		(11	)	45.5		51.3		(11	)
Subprime mortgage	10.4		12.6		(17	)	10.4		12.6		(17	)	10.0		12.0		(17	)	10.0		12.0		(17	)
Other	0.8		1.0		(20	)	0.8		1.0		(20	)	0.7		0.9		(22	)	0.7		0.9		(22	)
Total end-of-period loans owned	$	140.9	$	161.5	(13	)	$	140.9	$	161.5	(13	)	$	136.5	$	155.9	(12	)	$	136.5	$	155.9	(12	)
Average loans owned:
Home equity	$	84.0	$	96.3	(13	)	$	85.5	$	97.9	(13	)	$	81.6	$	93.3	(13	)	$	84.1	$	96.4	(13	)
Prime mortgage, including option ARMs	47.6		54.3		(12	)	48.4		55.5		(13	)	46.2		52.2		(11	)	47.7		54.3		(12	)
Subprime mortgage	10.7		13.1		(18	)	10.9		13.4		(19	)	10.3		12.3		(16	)	10.7		13.0		(18	)
Other	0.8		1.0		(20	)	0.8		1.0		(20	)	0.7		1.0		(30	)	0.8		1.0		(20	)
Total average loans owned	$	143.1	$	164.7	(13	)	$	145.6	$	167.8	(13	)	$	138.8	$	158.8	(13	)	$	143.3	$	164.7	(13	)
PCI loans^(a)
End-of-period loans owned:
Home equity	$	23.5	$	25.5	(8	)	$	23.5	$	25.5	(8	)	$	23.1	$	25.0	(8	)	$	23.1	$	25.0	(8	)
Prime mortgage	16.2		18.5		(12	)	16.2		18.5		(12	)	15.6		17.9		(13	)	15.6		17.9		(13	)
Subprime mortgage	5.2		5.6		(7	)	5.2		5.6		(7	)	5.1		5.5		(7	)	5.1		5.5		(7	)
Option ARMs	24.1		27.3		(12	)	24.1		27.3		(12	)	23.3		26.4		(12	)	23.3		26.4		(12	)
Total end-of-period loans owned	$	69.0	$	76.9	(10	)	$	69.0	$	76.9	(10	)	$	67.1	$	74.8	(10	)	$	67.1	$	74.8	(10	)
Average loans owned:
Home equity	$	23.7	$	25.7	(8	)	$	23.9	$	26.0	(8	)	$	23.3	$	25.2	(8	)	$	23.7	$	25.7	(8	)
Prime mortgage	16.5		18.8		(12	)	16.7		19.1		(13	)	15.9		18.2		(13	)	16.5		18.8		(12	)
Subprime mortgage	5.2		5.8		(10	)	5.3		5.8		(9	)	5.1		5.6		(9	)	5.2		5.8		(10	)
Option ARMs	24.4		27.7		(12	)	24.8		28.2		(12	)	23.7		26.7		(11	)	24.4		27.7		(12	)
Total average loans owned	$	69.8	$	78.0	(11	)	$	70.7	$	79.1	(11	)	$	68.0	$	75.7	(10	)	$	69.8	$	78.0	(11	)
Total Real Estate Portfolios
End-of-period loans owned:
Home equity	$	106.2	$	120.3	(12	)	$	106.2	$	120.3	(12	)	$	103.4	$	116.7	(11	)	$	103.4	$	116.7	(11	)
Prime mortgage, including option ARMs	87.3		98.9		(12	)	87.3		98.9		(12	)	84.4		95.6		(12	)	84.4		95.6		(12	)
Subprime mortgage	15.6		18.2		(14	)	15.6		18.2		(14	)	15.1		17.5		(14	)	15.1		17.5		(14	)
Other	0.8		1.0		(20	)	0.8		1.0		(20	)	0.7		0.9		(22	)	0.7		0.9		(22	)
Total end-of-period loans owned	$	209.9	$	238.4	(12	)	$	209.9	$	238.4	(12	)	$	203.6	$	230.7	(12	)	$	203.6	$	230.7	(12	)
Average loans owned:
Home equity	$	107.7	$	122.0	(12	)	$	109.4	$	123.9	(12	)	$	104.9	$	118.5	(11	)	$	107.8	$	122.1	(12	)
Prime mortgage, including option ARMs	88.5		100.8		(12	)	89.9		102.8		(13	)	85.8		97.1		(12	)	88.6		100.8		(12	)
Subprime mortgage	15.9		18.9		(16	)	16.2		19.2		(16	)	15.4		17.9		(14	)	15.9		18.8		(15	)
Other	0.8		1.0		(20	)	0.8		1.0		(20	)	0.7		1.0		(30	)	0.8		1.0		(20	)
Total average loans owned	$	212.9	$	242.7	(12	)	$	216.3	$	246.9	(12	)	$	206.8	$	234.5	(12	)	$	213.1	$	242.7	(12	)
Average assets	$	200.1	$	230.3	(13	)	$	203.6	$	235.2	(13	)	$	193.7	$	222.5	(13	)	$	200.3	$	230.9	(13	)
Home equity origination volume	0.3		0.3		—		0.5		0.6		(17	)	0.3		0.3		—		0.8		0.9		(11	)

(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 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 expected to be collected over the carrying value of the loans (the “accretable yield”) is accreted into interest income at a level rate of return over the expected life of the loans.

The net spread between the PCI loans and the related liabilities are expected to be relatively constant over time, except for any basis risk or other residual interest rate risk that remains and for certain changes in the accretable yield percentage (e.g., from extended loan liquidation periods and from prepayments). As of ~~June~~September 30, 2011, the remaining weighted-average life of the PCI loan portfolio is expected to be ~~6.9~~7.1 years. For further information, see Note 13, PCI loans, on pages ~~145–146~~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.

3130


Credit data and quality statistics	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Net charge-offs excluding PCI loans^(a):
Home equity	$	592		$	796		(26	)%	$	1,312		$	1,922		(32	)%	$	581		$	730		(20	)%	$	1,893		$	2,652		(29	)%
Prime mortgage, including options ARMs	198			273			(27	)	359			749			(52	)	172			266			(35	)	531			1,015			(48	)
Subprime mortgage	156			282			(45	)	342			739			(54	)	141			206			(32	)	483			945			(49	)
Other	8			21			(62	)	17			37			(54	)	5			12			(58	)	22			49			(55	)
Total net charge-offs	$	954		$	1,372		(30	)	$	2,030		$	3,447		(41	)	$	899		$	1,214		(26	)	$	2,929		$	4,661		(37	)
Net charge-off rate excluding PCI loans^(a):
Home equity	2.83		%	3.32		%			3.09		%	3.96		%			2.82		%	3.10		%			3.01		%	3.68		%
Prime mortgage, including options ARMs	1.67			2.02					1.50			2.72					1.48			2.02					1.49			2.50
Subprime mortgage	5.85			8.63					6.33			11.12					5.43			6.64					6.04			9.72
Other	4.01			8.42					4.29			7.46					2.83			4.76					3.68			6.55
Total net charge-off rate excluding PCI loans	2.67			3.34					2.81			4.14					2.57			3.03					2.73			3.78
Net charge-off rate - reported:
Net charge-off rate – reported:
Home equity	2.20		%	2.62		%			2.42		%	3.13		%			2.20		%	2.44		%			2.35		%	2.90		%
Prime mortgage, including options ARMs	0.90			1.09					0.81			1.47					0.80			1.09					0.80			1.35
Subprime mortgage	3.94			5.98					4.26			7.76					3.63			4.57					4.06			6.72
Other	4.01			8.42					4.29			7.46					2.83			4.76					3.68			6.55
Total net charge-off rate - reported	1.80			2.27					1.89			2.82
Total net charge-off rate – reported																	1.72			2.05					1.84			2.57
30+ day delinquency rate excluding PCI loans^(b)	5.98		%	6.88		%			5.98		%	6.88		%			5.80		%	6.77		%			5.80		%	6.77		%
Allowance for loan losses	$	14,659		$	14,127		4		$	14,659		$	14,127		4		$	14,659		$	14,111		4		$	14,659		$	14,111		4
Nonperforming assets^(c)	7,729			9,974			(23	)	7,729			9,974			(23	)	7,112			9,456			(25	)	7,112			9,456			(25	)
Allowance for loan losses to ending loans retained	6.98		%	5.93		%			6.98		%	5.93		%			7.20		%	6.12		%			7.20		%	6.12		%
Allowance for loan losses to ending loans retained excluding PCI loans^(a)	6.90			7.01					6.90			7.01					7.12			7.25					7.12			7.25

(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 $4.9 billion and $2.8 billion was recorded for these loans at ~~June~~September 30, 2011 and 2010, respectively, which was also excluded from the applicable ratios. To date, no charge-offs have been recorded for these loans.


(b)	At ~~June~~September 30, 2011 and 2010, the delinquency rate for PCI loans was ~~26.20%~~24.44% and ~~27.91~~28.07%, respectively.

(c)

3231

CARD SERVICES & AUTO

For a discussion of the business profile of ~~CS,~~Card, see ~~pages 79–81 of JPMorgan Chase’s~~ ~~2010~~ ~~Annual Report and~~ Introduction on page 4 of this Form 10–Q.

Effective July 1, 2011, Card includes Auto and Student Lending. For a further discussion of the business segment reorganization, see Business segment changes on page 16, and Note 24 on pages 190-192 of this Form 10-Q.


Selected income statement data^(a)	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Revenue
Credit card income	$	1,123		$	908		24	%	$	2,021		$	1,721		17	%	$	1,053		$	864		22	%	$	3,074		$	2,586		19	%
All other income^(b)	(107		)	(47		)	(128	)	(223		)	(102		)	(119	)	201			196			3		533			587			(9	)
Noninterest revenue^(c)(b)	1,016			861			18		1,798			1,619			11		1,254			1,060			18		3,607			3,173			14
Net interest income	2,911			3,356			(13	)	6,111			7,045			(13	)	3,521			4,025			(13	)	10,720			12,227			(12	)
Total net revenue	3,927			4,217			(7	)	7,909			8,664			(9	)	4,775			5,085			(6	)	14,327			15,400			(7	)

Provision for credit losses	810			2,221			(64	)	1,036			5,733			(82	)	1,264			1,784			(29	)	2,561			7,861			(67	)

Noninterest expense
Compensation expense	355			327			9		719			657			9		459			406			13		1,366			1,244			10
Noncompensation expense	1,163			986			18		2,248			1,935			16		1,560			1,280			22		4,348			3,714			17
Amortization of intangibles	104			123			(15	)	210			246			(15	)	96			106			(9	)	306			353			(13	)
Total noninterest expense^(d)(c)	1,622			1,436			13		3,177			2,838			12		2,115			1,792			18		6,020			5,311			13
Income before income tax expense	1,495			560			167		3,696			93			NM		1,396			1,509			(7	)	5,746			2,228			158
Income tax expense	584			217			169		1,442			53			NM		547			583			(6	)	2,253			904			149
Net income	$	911		$	343		166		$	2,254		$	40		NM		$	849		$	926		(8	)	$	3,493		$	1,324		164
Financial ratios^(a)
Return on common equity	28		%	9		%			35		%	1		%			21		%	20		%			29		%	10		%
Overhead ratio	41			34					40			33					44			35					42			34


(a)	Effective January 1, 2011, the commercial card business that was previously in TSS was transferred to ~~CS.~~Card. There is no material impact on the financial data; prior-year periods were not revised.


(b)	Included Commercial Card noninterest revenue of $76 million and $223 million for the three and nine months ended September 30, 2011, respectively.


(c)	Included Commercial Card noninterest expense of $76 million and $220 million for the three and nine months ended September 30, 2011, respectively.

Quarterly results

Net income was $849 million, compared with $926 million in the prior year.

Net revenue was $4.8 billion, a decrease of $310 million, or 6%, from the prior year. Net interest income was $3.5 billion, down by $504 million, or 13%. The decrease was driven by lower average loan balances, narrower loan spreads, and a decreased level of fees. These decreases were partially offset by lower revenue reversals associated with lower charge-offs. Noninterest revenue was $1.3 billion, an increase of $194 million, or 18%, from the prior year. The increase was driven by higher net interchange income, lower partner revenue-sharing due to the impact of the Kohl’s portfolio sale, and the transfer of the Commercial Card business to Card from TSS in the first quarter of 2011. These increases were partially offset by lower revenue from fee-based products. Excluding the impact of the Commercial Card business, noninterest revenue increased 11%.

The provision for credit losses was $1.3 billion, compared with $1.8 billion in the prior year. The current-quarter provision reflected lower net charge-offs and a reduction of $370 million to the allowance for loan losses due to lower estimated losses. The prior-year provision included a reduction of $1.5 billion to the allowance for loan losses. The net charge-off rate was 3.47%, down from 6.43% in the prior year; the 30+ day delinquency rate was 2.36%, down from 3.49% in the prior year. Excluding the Washington Mutual and Commercial Card portfolios, the Credit Card net charge-off rate¹ was 4.34%, down from 8.06% in the prior year; and the 30+ day delinquency rate¹was 2.64%, down from 4.13% in the prior year. The Auto net charge-off rate was 0.36%, down from 0.56% in the prior year. The Student net charge-off rate was 2.66%, up from 2.27% in the prior year.

Noninterest expense was $2.1 billion, an increase of $323 million, or 18%, from the prior year, due to higher marketing expense and the inclusion of the Commercial Card business. Excluding the impact of the Commercial Card business, noninterest expense increased 14%.

Year-to-date results

Net income was $3.5 billion, compared with $1.3 billion in the prior year.

Net revenue was $14.3 billion, a decrease of $1.1 billion, or 7%, from the prior year. Net interest income was $10.7 billion, down by $1.5 billion, or 12%. The decrease was driven by 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. Noninterest revenue was $3.6 billion, an increase of $434 million, or 14%, from the prior year. The increase was driven by the transfer of the Commercial Card business to Card from TSS in the first quarter of 2011, higher net interchange income, and lower partner revenue-sharing due to the impact of the Kohl's portfolio sale. These increases were partially offset by lower revenue from fee-based products. Excluding the impact of the Commercial Card business, noninterest revenue increased 7%.

The provision for credit losses was $2.6 billion, compared with $7.9 billion in the prior year. The current-year provision reflected lower net charge-offs and a reduction of $3.4 billion to the allowance for loan losses due to lower estimated losses. The prior-year provision included a reduction of $4.0 billion to the allowance for loan losses. The net charge-off rate was 4.23%, down from 7.57% in the prior year. Excluding the Washington Mutual and Commercial Card portfolios, the Credit Card net charge-off rate¹ was 5.28%, down from 9.24% in the prior year. The Auto net charge-off rate was 0.31%, down from 0.64% in the prior year. The Student net charge-off rate was 2.91%, up from 2.41% in the prior year.

Noninterest expense was $6.0 billion, an increase of $709 million, or 13%, from the prior year, due to higher marketing expense and the inclusion of the Commercial Card business. Excluding the impact of the Commercial Card business, noninterest expense increased 9%.

For further information on legislative changes affecting the Credit Card business, see Card discussion on page 79 of JPMorgan Chase’s 2010 Annual Report.

¹ For Credit Card, includes loans held-for-sale, which are non-GAAP financial measures, to provide more meaningful measures that enable comparability with prior periods.



Selected metrics	Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount, ratios and where otherwise noted)	2011			2010			Change		2011			2010			Change
Selected balance sheet data (period-end)^(a)
Loans:
Credit Card	$	127,135		$	136,436		(7	)%	$	127,135		$	136,436		(7	)%
Auto	46,659			48,186			(3	)	46,659			48,186			(3	)
Student	13,751			14,687			(6	)	13,751			14,687			(6	)
Total loans^(b)	187,545			199,309			(6	)	187,545			199,309			(6	)
Equity	16,000			18,400			(13	)	16,000			18,400			(13	)
Selected balance sheet data (average)^(a)
Total assets	$	199,974		$	207,474		(4	)	$	200,803		$	215,653		(7	)
Loans:
Credit Card	126,536			140,059			(10	)	128,015			147,326			(13	)
Auto	46,549			47,726			(2	)	47,064			47,353			(1	)
Student	13,865			14,824			(6	)	14,135			16,410			(14	)
Total loans^(c)	186,950			202,609			(8	)	189,214			211,089			(10	)
Equity	16,000			18,400			(13	)	16,000			18,400			(13	)
Headcount^(d)	27,554			26,382			4		27,554			26,382			4
Credit data and quality statistics^(a)
Net charge-offs:
Credit Card	$	1,499		$	3,133		(52	)	$	5,535		$	11,366		(51	)
Auto	42			67			(37	)	108			227			(52	)
Student	93			84			11		308			269			14
Total net charge-offs	1,634			3,284			(50	)	5,951			11,862			(50	)
Net charge-off rate:
Credit Card^(e)	4.70		%	8.87		%			5.83		%	10.31		%
Auto	0.36			0.56					0.31			0.64
Student^(f)	2.66			2.27					2.91			2.41
Total net charge-off rate	3.47			6.43					4.23			7.57



Selected metrics	Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount, ratios and where otherwise noted)	2011			2010			Change		2011			2010			Change
Delinquency rates
30+ day delinquency rate:
Credit Card^(g)	2.90		%	4.57		%			2.90		%	4.57		%
Auto	1.01			0.97					1.01			0.97
Student^(h)(i)	1.93			1.77					1.93			1.77
Total 30+ day delinquency rate	2.36			3.49					2.36			3.49
90+ day delinquency rate - Credit Card^(g)	1.43			2.41					1.43			2.41
Nonperforming assets^(j)	$	232		$	268		(13	)%	$	232		$	268		(13	)%
Allowance for loan losses:
Credit Card	7,528			13,029			(42	)	7,528			13,029			(42	)
Auto and Student	1,009			1,048			(4	)	1,009			1,048			(4	)
Total allowance for loan losses	8,537			14,077			(39	)	8,537			14,077			(39	)
Allowance for loan losses to period-end loans:
Credit Card^(g)	5.93		%	9.55		%			5.93		%	9.55		%
Auto and Student^(h)	1.67			1.67					1.67			1.67
Total allowance for loan losses to period-end loans	4.55			7.06					4.55			7.06
Business metrics
Credit Card, excluding Commercial Card^(a)
Sales volume (in billions)	$	87.3		$	79.6		10		$	250.3		$	227.1		10
New accounts opened	2.0			2.7			(26	)	6.6			7.9			(16	)
Open accounts^(k)	64.3			89.0			(28	)	64.3			89.0			(28	)
Merchant Services
Bank card volume (in billions)	$	138.1		$	117.0		18		$	401.1		$	342.1		17
Total transactions (in billions)	6.1			5.2			17		17.6			14.9			18
Auto and Student
Origination volume (in billions)
Auto	$	5.9		$	6.1		(3	)	$	16.1		$	18.2		(12	)
Student	0.1			0.2			(50	)	0.2			1.9			(89	)
Supplemental information^(a)(l)(m)
Card Services, excluding Washington Mutual portfolio
Loans (period-end)	$	115,766		$	121,932		(5	)	$	115,766		$	121,932		(5	)
Average loans	114,940			124,933			(8	)	115,762			130,610			(11	)
Net interest income⁽ⁿ⁾	8.61		%	8.98		%			8.77		%	8.77		%
Net revenue⁽ⁿ⁾	11.73			11.33					11.77			11.04
Risk adjusted margin^(n)(o)	8.93			6.76					9.32			4.41
Net charge-offs	$	1,242		$	2,539		(51	)	$	4,519		$	9,025		(50	)
Net charge-off rate^(p)	4.29		%	8.06		%			5.22		%	9.24		%
30+ day delinquency rate^(q)	2.62			4.13					2.62			4.13
90+ day delinquency rate^(q)	1.28			2.16					1.28			2.16
Card Services, excluding Washington Mutual and Commercial Card portfolios
Loans (period-end)	$	114,207		$	121,932		(6	)	$	114,207		$	121,932		(6	)
Average loans	113,541			124,933			(9	)	114,425			130,610			(12	)
Net interest income⁽ⁿ⁾	8.79		%	8.98		%			8.94		%	8.77		%
Net revenue⁽ⁿ⁾	11.68			11.33					11.71			11.04
Risk adjusted margin^(n)(o)	8.84			6.76					9.23			4.41
Net charge-offs	$	1,242		$	2,539		(51	)	$	4,518		$	9,025		(50	)
Net charge-off rate^(p)	4.34		%	8.06		%			5.28		%	9.24		%
30+ day delinquency rate^(q)(r)	2.64			4.13					2.64			4.13
90+ day delinquency rate^(q)(s)	1.30			2.16					1.30			2.16


(a)	Effective January 1, 2011, the commercial card business that was previously in TSS was transferred to Card. There is no material impact on the financial data; prior-year periods were not revised. The commercial card portfolio is excluded from business metrics and supplemental information where noted.


(b)	~~Includes the impact~~ Total period-end loans included loans held-for-sale of ~~revenue sharing agreements with other JPMorgan Chase business segments.~~$94 million and $39 million at September 30, 2011 and 2010, respectively.


(c)	~~Includes Commercial Card noninterest revenue~~Total average loans included loans held-for-sale of $751 million and $~~147~~112 million for the three ~~and six~~ months ended ~~June~~September 30, 2011, and 2010, respectively, and $1.1 billion and $1.5 billion for the nine months ended September 30, 2011 and 2010, respectively.


(d)	~~Includes Commercial Card noninterest expense of~~ ~~$69 million~~ ~~and~~ ~~$144 million~~ ~~for the three and six months ended~~ ~~June 30, 2011, respectively.~~

~~Quarterly results~~

~~Net income was $911 million, compared with $343 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 $125.5 billion, a decrease of $17.5 billion, or 12%, from the prior year. Average loans were $125.0 billion, a decrease of $21.3 billion, or 15%, from the prior year. The declines in both end-of-period and average loans were consistent with expectations. The end-of-period and average loan totals also reflected the impact of the Firm’s sale of the $3.7 billion Kohl’s portfolio on April 1, 2011.

Net revenue was $3.9 billion, a decrease of $290 million, or 7%, from the prior year. Net interest income was $2.9 billion, down by $445 million, or 13%. The decrease in net interest income was driven by lower average loan balances (including the impact of the Kohl’s portfolio sale), the impact of legislative changes and a decreased level of fees. These decreases were largely offset by lower revenue reversals associated with lower charge-offs. Noninterest revenue was $1.0 billion, an increase of $155 million, or 18%, from the prior year. The increase was driven by lower partner revenue-sharing dueHeadcount included 1,274 employees related to ~~the impact of the Kohl’s portfolio sale, higher net interchange income and~~ the transfer of ~~the Commercial Card business to CS from TSS in the first quarter of 2011. Excluding the impact of the Commercial Card business, noninterest revenue increased 9%.~~

The provision for credit losses was $810 million, compared with $2.2 billion in the prior year. The current-quarter provision reflected lower net charge-offs and a reduction of $1.0 billion to the allowance for loan losses due to lower estimated losses. The prior-year provision included a reduction of $1.5 billion to the allowance for loan losses. The net charge-off rate was 5.82% (5.81% including loans held-for-sale), down from 10.20% in the prior year. The 30+ day delinquency rate~~was 2.98%, down from 4.96% in the prior year. Excluding the Washington Mutual and Commercial Card portfolios, the net charge-off rate~~¹~~was 5.28%, down from 9.02% in the prior year; and the 30+ day delinquency rate was 2.73%, down from 4.48% in the prior year.~~

Noninterest expense was $1.6 billion, an increase of $186 million, or 13%, from the prior year, due to higher marketing expense and the inclusion of the Commercial Card business. Excluding the impact of the Commercial Card business, noninterest expense increased 8%.

~~Year-to-date results~~

~~Net income was $2.3 billion, compared with $40 million 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 $128.8 billion, a decrease of $22.3 billion, or 15%, from the prior year. The decline in average loans was consistent with expectations and also reflected the impact of the Firm’s sale of the $3.7 billion Kohl’s portfolio on April 1, 2011.

Net revenue was $7.9 billion, a decrease of $755 million, or 9%, from the prior year. Net interest income was $6.1 billion, down by $934 million, or 13%. The decrease in net interest income was driven by lower average loan balances (including the impact of the Kohl’s portfolio sale), the impact of legislative changes and a decreased level of fees. These decreases were largely offset by lower revenue reversals associated with lower charge-offs. Noninterest revenue was $1.8 billion, an increase of $179 million, or 11%, from the prior year. The increase was driven by the transfer of the Commercial Card business to CS from TSS in the first quarter of 2011 and higher net interchange income, partially offset by lower revenue from fee-based products. Excluding the impact of the Commercial Card business, noninterest revenue increased 2%.

The provision for credit losses was $1.0 billion, compared with $5.7 billion in the prior year. The current-year provision reflected lower net charge-offs and a reduction of $3.0 billion to the allowance for loan losses due to lower estimated losses. The prior-year provision included a reduction of $2.5 billion to the allowance for loan losses. The net charge-off rate was 6.40% (6.32% including loans held-for-sale), down from 10.99% in the prior year. Excluding the Washington Mutual and Commercial Card portfolios, the net charge-off rate¹ ~~was 5.75%, down from 9.80% in the prior year.~~

Noninterest expense was $3.2 billion, an increase of $339 million, or 12%, from the prior year, due to the inclusion of the Commercial Card business and higher marketing expense. Excluding the impact of the Commercial Card business, noninterest expense increased 7%.

~~For further information on the credit card legislative changes, see CS discussion on page 79 of JPMorgan Chase’s 2010 Annual Report.~~

¹ ~~Includes loans held-for-sale, which are non-GAAP financial measures, to provide more meaningful measures that enable comparability with prior periods.~~

Selected metrics Three months ended June 30, Six months ended June 30,
(in millions, except headcount, ratios and where otherwise noted) 2011 2010 Change 2011 2010 Change
Financial ratios^(a)

Percentage of average loans:
Noninterest revenue 3.26 % 2.36 % 2.82 % 2.16 %
Net interest income 9.34
9.20
9.57
9.41

Net revenue 12.60
11.56
12.39
11.57

Provision for credit losses 2.60
6.09
1.62
7.66

Risk adjusted margin^(b)
10.00
5.47
10.76
3.91

Noninterest expense 5.20
3.94
4.98
3.79

Pretax income (“ROO”) 4.80
1.54
5.79
0.12

Net income 2.92
0.94
3.53
0.05

Business metrics, excluding Commercial Card^(a)

Sales volume (in billions) $ 85.5
$ 78.1
9 % $ 163.0
$ 147.5
11 %
New accounts opened 2.0
2.7
(26 ) 4.6
5.2
(12 )
Open accounts^(c)
65.4
88.9
(26 ) 65.4
88.9
(26 )
Merchant acquiring business
Bank card volume (in billions) $ 137.3
$ 117.1
17
$ 263.0
$ 225.1
17
Total transactions (in billions) 5.9
5.0
18
11.5
9.7
19
Selected balance sheet data (period-end)^(a)

Loans $ 125,523
$ 142,994
(12 ) $ 125,523
$ 142,994
(12 )
Equity 13,000
15,000
(13 ) 13,000
15,000
(13 )
Selected balance sheet data (average)^(a)

Total assets $ 132,443
$ 146,816
(10 ) $ 135,262
$ 151,864
(11 )
Loans^(d)
125,038
146,302
(15 ) 128,767
151,020
(15 )
Equity 13,000
15,000
(13 ) 13,000
15,000
(13 )
Headcount^(e)
21,765
21,529
1
21,765
21,529
1

Selected metrics Three months ended June 30, Six months ended June 30,
(in millions, except headcount, ratios and where otherwise noted) 2011 2010 Change 2011 2010 Change
Credit quality statistics – retained^(a)

Net charge-offs $ 1,810
$ 3,721
(51 )% $ 4,036
$ 8,233
(51 )%
Net charge-off rate^(d)
5.82 % 10.20 % 6.40 % 10.99 %
Delinquency rates
30+ day 2.98 % 4.96 % 2.98 % 4.96 %
90+ day 1.55
2.76
1.55
2.76

Allowance for loan losses $ 8,042
$ 14,524
(45 ) $ 8,042
$ 14,524
(45 )
Allowance for loan losses to period-end loans 6.41 % 10.16 % 6.41 % 10.16 %
Supplemental information^(a)(f)(g)

Chase, excluding Washington Mutual portfolio
Loans (period-end) $ 113,766
$ 127,379
(11 ) $ 113,766
$ 127,379
(11 )
Average loans 112,984
129,847
(13 ) 116,179
133,495
(13 )
Net interest income^(h)
8.60 % 8.47 % 8.85 % 8.67 %
Net revenue^(h)
12.01
10.91
11.79
10.91

Risk adjusted margin^(b)(h)
8.71
4.21
9.51
3.30

Net charge-offs $ 1,471
$ 2,920
(50 ) $ 3,277
$ 6,486
(49 )
Net charge-off rate⁽ⁱ⁾
5.22 % 9.02 % 5.69 % 9.80 %
30+ day delinquency rate 2.71
4.48
2.71
4.48

90+ day delinquency rate 1.41
2.47
1.41
2.47

Chase, excluding Washington Mutual and Commercial Card portfolios
Loans (period-end) $ 112,366
$ 127,379
(12 ) $ 112,366
$ 127,379
(12 )
Average loans 111,641
129,847
(14 ) 114,874
133,495
(14 )
Net interest income^(h)
8.77 % 8.47 % 9.02 % 8.67 %
Net revenue^(h)
11.95
10.91
11.73
10.91

Risk adjusted margin^(b)(h)
8.61
4.21
9.43
3.30

Net charge-offs $ 1,470
$ 2,920
(50 ) $ 3,276
$ 6,486
(49 )
Net charge-off rate⁽ⁱ⁾
5.28 % 9.02 % 5.75 % 9.80 %
30+ day delinquency rate^(j)
2.73
4.48
2.73
4.48

90+ day delinquency rate^(k)
1.42
2.47
1.42
2.47


~~(a)~~	~~Effective~~ ~~January 1, 2011~~, the commercial card business ~~that was previously~~from TSS to Card in ~~TSS was transferred to CS. There is no material impact on~~ the ~~financial data; prior-year periods were not revised. The commercial card portfolio is excluded from business metrics and supplemental information where noted.~~first quarter of 2011.


~~(b)~~(e)	~~Represents total~~ Average loans included loans held-for-sale of $1 million and $1.1 billion for the three and nine months ended September 30, 2011, respectively. These amounts are excluded when calculating the net ~~revenue less provision for credit losses.~~charge-off rate.


~~(c)~~(f)	Average loans included loans held-for-sale of $112 million and $1.5 billion for the three and nine months ended September 30, 2010, respectively. These amounts are excluded when calculating the net charge-off rate.


(g)	Period-end loans included loans held-for-sale of $94 million at September 30, 2011. No allowance for loan losses was recorded for these loans. Loans held-

for-sale are excluded when calculating the allowance for loan losses to period-end loans and delinquency rates.


(h)	Period-end loans included loans held-for-sale of $39 million at September 30, 2010. This amount is excluded when calculating the allowance for loan losses to period-end loans and the 30+ day delinquency rate.


(i)	Excluded student loans insured by U.S. government agencies under the Federal Family Education Loan Program (“FFELP”) of $995 million and $1.0 billion at September 30, 2011 and 2010, respectively, that are 30 or more days past due. These amounts are excluded as reimbursement of insured amounts is proceeding normally.


(j)	Nonperforming assets excluded student loans insured by U.S. government agencies under the FFELP of $567 million and $572 million at September 30, 2011 and 2010, respectively, that are 90 or more days past due. These amounts are excluded as reimbursement of insured amounts is proceeding normally.


(k)	Reflects the impact of portfolio sales in the second quarter of 2011.

~~(d)~~

~~Total average loans include loans held-for-sale of~~ ~~$276 million~~ ~~and~~ ~~$1.6 billion~~ ~~for the three and six months ended~~ ~~June 30, 2011, respectively. There were no loans held-for-sale for the three and six months ended~~ ~~June 30, 2010. These amounts are excluded when calculating the net charge-off rate. The net charge-off rate including loans held-for-sale, which is a non-GAAP financial measure, was~~ ~~5.81%~~ ~~and~~ ~~6.32%~~ ~~for the three and six months ended~~ ~~June 30, 2011, respectively.~~


~~(e)~~	~~Headcount includes 1,274 employees related to the transfer of the commercial card business from TSS to CS in the first quarter of~~ ~~2011~~.


~~(f)~~(l)	Supplemental information is provided for ~~Chase,~~Card Services, excluding Washington Mutual and Commercial Card portfolios and including loans held-for-sale, which are non-GAAP financial measures, to provide more meaningful measures that enable comparability with prior periods.


~~(g)~~(m)	For additional information on loan balances, delinquency rates, and net charge-off rates for the Washington Mutual portfolio, see Consumer credit portfolio, Credit Card, on ~~pages 77–~~page 86, and Note 13 on pages ~~134–148~~155–157 of this Form 10-Q.


~~(h)~~(n)	As a percentage of average loans.


~~(i)~~(o)	Represents total net revenue less provision for credit losses.


(p)	~~Total average~~Average loans ~~include~~included loans held-for-sale of $~~276~~1 million and $~~1.6~~1.1 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2011 ~~respectively, and~~, respectively. These amounts are included when calculating the net charge-off rate. ~~There were no loans held-for-sale for the three and six months ended June 30, 2010.~~


~~(j)~~(q)	Period-end loans included loans held-for-sale of $94 million at September 30, 2011. This amount is included when calculating the delinquency rates.


(r)	At ~~June~~September 30, 2011 and 2010, the 30+ day delinquent loans for ~~Chase,~~Card Services, excluding Washington Mutual and Commercial Card portfolios, were $~~3,070~~3,016 million and $~~5,703~~5,035 million, respectively.


~~(k)~~(s)	At ~~June~~September 30, 2011 and 2010, the 90+ day delinquent loans for ~~Chase,~~Card Services, excluding Washington Mutual and Commercial Card portfolios, were $~~1,600~~1,486 million and $~~3,144~~2,630 million, respectively.

COMMERCIAL BANKING

For a discussion of the business profile of CB, see pages 82–83 of JPMorgan Chase’s 2010 Annual Report and Introduction on page 4 of this Form 10-Q.


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Revenue
Lending- and deposit-related fees	$	281		$	280		—	%	$	545		$	557		(2	)%	$	269		$	269		—	%	$	814		$	826		(1	)%
Asset management, administration and commissions	34			36			(6	)	69			73			(5	)	35			36			(3	)	104			109			(5	)
All other income^(a)	283			230			23		486			416			17		220			242			(9	)	706			658			7
Noninterest revenue	598			546			10		1,100			1,046			5		524			547			(4	)	1,624			1,593			2
Net interest income	1,029			940			9		2,043			1,856			10		1,064			980			9		3,107			2,836			10
Total net revenue^(b)	1,627			1,486			9		3,143			2,902			8		1,588			1,527			4		4,731			4,429			7

Provision for credit losses	54			(235		)	NM		101			(21		)	NM		67			166			(60	)	168			145			16

Noninterest expense
Compensation expense	219			196			12		442			402			10		229			210			9		671			612			10
Noncompensation expense	336			337			—		668			661			1		337			341			(1	)	1,005			1,002			—
Amortization of intangibles	8			9			(11	)	16			18			(11	)	7			9			(22	)	23			27			(15	)
Total noninterest expense	563			542			4		1,126			1,081			4		573			560			2		1,699			1,641			4
Income before income tax expense	1,010			1,179			(14	)	1,916			1,842			4		948			801			18		2,864			2,643			8
Income tax expense	403			486			(17	)	763			759			1		377			330			14		1,140			1,089			5
Net income	$	607		$	693		(12	)	$	1,153		$	1,083		6		$	571		$	471		21		$	1,724		$	1,554		11
Revenue by product
Lending^(c)	$	880		$	649		36		$	1,717		$	1,307		31		$	857		$	693		24		$	2,574		$	2,000		29
Treasury services^(c)	556			665			(16	)	1,098			1,303			(16	)	572			670			(15	)	1,670			1,973			(15	)
Investment banking	152			115			32		262			220			19		116			120			(3	)	378			340			11
Other	39			57			(32	)	66			72			(8	)	43			44			(2	)	109			116			(6	)
Total Commercial Banking revenue	$	1,627		$	1,486		9		$	3,143		$	2,902		8		$	1,588		$	1,527		4		$	4,731		$	4,429		7

IB revenue, gross^(d)	442			333			33		751			644			17		320			344			(7	)	1,071			988			8

Revenue by client segment
Middle Market Banking	$	789		$	767		3		$	1,544		$	1,513		2		$	791		$	766		3		$	2,335		$	2,279		2
Commercial Term Lending	286			237			21		572			466			23		297			256			16		869			722			20
Corporate Client Banking^(e)	339			285			19		629			548			15		306			304			1		935			852			10
Real Estate Banking	109			125			(13	)	197			225			(12	)	104			118			(12	)	301			343			(12	)
Other	104			72			44		201			150			34		90			83			8		291			233			25
Total Commercial Banking revenue	$	1,627		$	1,486		9		$	3,143		$	2,902		8		$	1,588		$	1,527		4		$	4,731		$	4,429		7
Financial ratios
Return on common equity	30		%	35		%			29		%	27		%			28		%	23		%			29		%	26		%
Overhead ratio	35			36					36			37					36			37					36			37


(a)	CB client revenue from investment banking products and commercial card transactions 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, oftotaling $6790 million and $4959 million for the three months ended ~~June~~September 30, 2011 and 2010, ~~respectively,~~respectively; and $~~132~~222 million and $94153 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.


(c)	Effective January 1, 2011, product revenue from commercial card and standby letters of credit transactions iswas included in lending. For the three and ~~six~~nine months ended ~~June~~September 30, 2011, the impact of the change was $~~114~~109 million and $~~221~~330 million, respectively. In prior-year periods, it was reported in treasury services.


(d)	Represents the total revenue related to investment banking products sold to CB clients.


(e)	Corporate Client Banking was known as Mid-Corporate Banking prior to January 1, 2011.

Quarterly results

Net income was ~~$607~~$571 million, ~~a decrease~~an increase of ~~$86~~$100 million, or ~~12%~~21%, from the prior year. The ~~decrease~~improvement was driven by ~~an increase~~a decrease in the provision for credit losses ~~partially offset by~~and higher net revenue.

Net revenue was ~~a record~~ $1.6 billion, up by ~~$141~~$61 million, or 9%4%, from the prior year. Net interest income was ~~$1.0~~$1.1 billion, up by ~~$89~~$84 million, or 9%, driven by growth in liability ~~balances, wider loan spreads~~ and ~~higher~~ loan balances, ~~partially~~largely offset by spread compression on liability products. Noninterest revenue was ~~$598~~$524 million, ~~up $52~~down by $23 million, or ~~10%~~4%, compared with the prior year, driven by ~~higher investment banking revenue.~~changes in the valuation of investments held at fair value.

Revenue from Middle Market Banking was ~~$789~~$791 million, an increase of ~~$22~~$25 million, or 3%, from the prior year. Revenue from Commercial Term Lending was ~~$286~~$297 million, an increase of ~~$49~~$41 million, or ~~21%~~16%. Revenue from Corporate Client Banking was ~~$339~~$306 million, ~~an increase of $54 million, or 19%.~~flat compared with the prior year. Revenue from Real Estate Banking was ~~$109~~$104 million, a decrease of ~~$16~~$14 million, or ~~13%~~12%.

The provision for credit losses was ~~$54~~$67 million, compared with ~~a benefit of $235~~$166 million in the prior year. Net charge-offs were ~~$40~~$17 million ~~(0.16%~~(0.06% net charge-off rate) and were largely related to commercial real estate; this compared with net charge-offs of ~~$176~~$218 million ~~(0.74%~~(0.89% net charge-off rate) in the prior year. The allowance for loan losses to end-of-period loans retained was ~~2.56%~~2.50%, down from ~~2.82%~~2.72% in the prior year. Nonaccrual loans were ~~$1.6~~$1.4 billion, down by ~~$1.4~~$1.5 billion, or ~~47%~~51%, from the prior year, primarily ~~reflecting~~as a result of commercial real estate repayments and loan sales.

Noninterest expense was ~~$563~~$573 million, an increase of ~~$21~~$13 million, or 4%2%, from the prior year, primarily reflecting higher headcount-related expense.

Year-to-date results

Net income was ~~$1.2~~$1.7 billion, an increase of ~~$70~~$170 million, or 6%11%, from the prior year. The increase was driven by higher net revenue, ~~largely~~partially offset by an increase in ~~the provision for credit losses.~~noninterest expense.

Net revenue was ~~$3.1~~$4.7 billion, up by ~~$241~~$302 million, or 8%7%, compared with the prior year. Net interest income was ~~$2.0~~$3.1 billion, up by ~~$187~~$271 million, or 10%, driven by growth in liability and loan balances and wider loan spreads, ~~and higher loan balances,~~ partially offset by spread compression on liability products. Noninterest revenue was ~~$1.1~~$1.6 billion, an increase of ~~$54~~$31 million, or 5%2%, from the prior ~~year~~year; this was largely driven by increased community development investment-related revenue and higher investment banking ~~revenue.~~revenue, partially offset by changes in the valuation of investments held at fair value.

Revenue from Middle Market Banking was ~~$1.5~~$2.3 billion, an increase of ~~$31~~$56 million, or 2%, from the prior year. Revenue from Commercial Term Lending was ~~$572~~$869 million, an increase of ~~$106~~$147 million, or ~~23%~~20%. Revenue from Corporate Client Banking was ~~$629~~$935 million, an increase of ~~$81~~$83 million, or ~~15%~~10%. Revenue from Real Estate Banking was ~~$197~~$301 million, a decrease of ~~$28~~$42 million, or 12%.

The provision for credit losses was ~~$101~~$168 million, compared with ~~a benefit of $21~~$145 million in the prior year. Net charge-offs were ~~$71~~$88 million ~~(0.14%~~(0.12% net charge-off rate) and were largely related to commercial real estate, compared with ~~$405~~$623 million ~~(0.85%~~(0.87% net charge-off rate) in the prior year.

Noninterest expense was ~~$1.1~~$1.7 billion, an increase of ~~$45~~$58 million, or 4%, from the prior year ~~largely~~ reflecting higher headcount-related expense.


Selected metrics	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount and ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Selected balance sheet data (period-end):
Loans:
Loans retained	$	102,122		$	95,090		7	%	$	102,122		$	95,090		7	%	$	106,834		$	97,738		9	%	$	106,834		$	97,738		9	%
Loans held-for-sale and loans at fair value	557			446			25		557			446			25		584			399			46		584			399			46
Total loans	102,679			95,536			7		102,679			95,536			7		107,418			98,137			9		107,418			98,137			9
Equity	8,000			8,000			—		8,000			8,000			—		8,000			8,000			—		8,000			8,000			—
Selected balance sheet data (average):
Total assets	$	143,560		$	133,309		8		$	141,989		$	133,162		7		$	145,195		$	130,237		11		$	143,069		$	132,176		8
Loans:
Loans retained	100,857			95,521			6		99,849			95,917			4		104,705			96,657			8		101,485			96,166			6
Loans held-for-sale and loans at fair value	1,015			391			160		886			344			158		632			384			65		801			358			124
Total loans	101,872			95,912			6		100,735			96,261			5		105,337			97,041			9		102,286			96,524			6
Liability balances	162,769			136,770			19		159,503			134,966			18		180,275			137,853			31		166,503			135,939			22
Equity	8,000			8,000			—		8,000			8,000			—		8,000			8,000			—		8,000			8,000			—
Average loans by client segment:
Middle Market Banking	$	40,012		$	34,424		16		$	39,114		$	34,173		14		$	41,540		$	35,299		18		$	39,932		$	34,552		16
Commercial Term Lending	37,729			35,956			5		37,769			36,006			5		38,198			37,509			2		37,914			36,513			4
Corporate Client Banking^(a)	13,062			11,875			10		12,720			12,065			5		14,373			11,807			22		13,277			11,978			11
Real Estate Banking	7,467			9,814			(24	)	7,537			10,124			(26	)	7,465			8,983			(17	)	7,512			9,740			(23	)
Other	3,602			3,843			(6	)	3,595			3,893			(8	)	3,761			3,443			9		3,651			3,741			(2	)
Total Commercial Banking loans	$	101,872		$	95,912		6		$	100,735		$	96,261		5		$	105,337		$	97,041		9		$	102,286		$	96,524		6

Headcount	5,140			4,808			7		5,140			4,808			7		5,417			4,805			13		5,417			4,805			13

Credit data and quality statistics:
Net charge-offs	$	40		$	176		(77	)	$	71		$	405		(82	)	$	17		$	218		(92	)	$	88		$	623		(86	)
Nonperforming assets
Nonaccrual loans:
Nonaccrual loans retained^(b)	1,613			3,036			(47	)	1,613			3,036			(47	)	1,417			2,898			(51	)	1,417			2,898			(51	)
Nonaccrual loans held-for-sale and loans held at fair value	21			41			(49	)	21			41			(49	)	26			48			(46	)	26			48			(46	)
Total nonaccrual loans	1,634			3,077			(47	)	1,634			3,077			(47	)	1,443			2,946			(51	)	1,443			2,946			(51	)
Assets acquired in loan satisfactions	197			208			(5	)	197			208			(5	)	168			281			(40	)	168			281			(40	)
Total nonperforming assets	1,831			3,285			(44	)	1,831			3,285			(44	)	1,611			3,227			(50	)	1,611			3,227			(50	)
Allowance for credit losses:
Allowance for loan losses	2,614			2,686			(3	)	2,614			2,686			(3	)	2,671			2,661			—		2,671			2,661			—
Allowance for lending-related commitments	187			267			(30	)	187			267			(30	)	181			241			(25	)	181			241			(25	)
Total allowance for credit losses	2,801			2,953			(5	)	2,801			2,953			(5	)	2,852			2,902			(2	)	2,852			2,902			(2	)
Net charge-off rate(c)	0.16		%	0.74		%			0.14		%	0.85		%			0.06		%	0.89		%			0.12		%	0.87		%
Allowance for loan losses to period-end loansretained(c)	2.56			2.82					2.56			2.82					2.50			2.72					2.50			2.72
Allowance for loan losses to nonaccrual loans retained^(b)(c)	162			88					162			88					188			92					188			92
Nonaccrual loans to total period-end loans	1.59			3.22					1.59			3.22					1.34			3.00					1.34			3.00


(a)	Corporate Client Banking was known as Mid-Corporate Banking prior to January 1, 2011.


(b)	Allowance for loan losses of $~~289~~257 million and $~~586~~535 million was held against nonaccrual loans retained at ~~June~~September 30, 2011 and 2010, respectively.


(c)	Loans held-for-sale and loans at fair value were excluded when calculating the allowance coverage ratios and net charge-off rate.

TREASURY & SECURITIES SERVICES

For a discussion of the business profile of TSS, see pages 84–85 of JPMorgan Chase’s 2010 Annual Report and Introduction on page 5 of this Form 10-Q.


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount and ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Revenue
Lending- and deposit-related fees	$	314		$	313		—	%	$	617		$	624		(1	)%	$	310		$	318		(3	)%	$	927		$	942		(2	)%
Asset management, administration and commissions	726			705			3		1,421			1,364			4		656			644			2		2,077			2,008			3
All other income	143			209			(32	)	282			385			(27	)	141			210			(33	)	423			595			(29	)
Noninterest revenue	1,183			1,227			(4	)	2,320			2,373			(2	)	1,107			1,172			(6	)	3,427			3,545			(3	)
Net interest income	749			654			15		1,452			1,264			15		801			659			22		2,253			1,923			17
Total net revenue	1,932			1,881			3		3,772			3,637			4		1,908			1,831			4		5,680			5,468			4
Provision for credit losses	(2		)	(16		)	(88	)	2			(55		)	NM		(20		)	(2		)	NM		(18		)	(57		)	68

Credit allocation income/(expense)^(a)	32			(30		)	NM		59			(60		)	NM		9			(31		)	NM		68			(91		)	NM

Noninterest expense
Compensation expense	719			697			3		1,434			1,354			6		718			701			2		2,152			2,055			5
Noncompensation expense	719			684			5		1,366			1,334			2		728			693			5		2,094			2,027			3
Amortization of intangibles	15			18			(17	)	30			36			(17	)	24			16			50		54			52			4
Total noninterest expense	1,453			1,399			4		2,830			2,724			4		1,470			1,410			4		4,300			4,134			4
Income before income tax expense	513			468			10		999			908			10		467			392			19		1,466			1,300			13
Income tax expense	180			176			2		350			337			4		162			141			15		512			478			7
Net income	$	333		$	292		14		$	649		$	571		14		$	305		$	251		22		$	954		$	822		16
Revenue by business
Treasury Services	$	930		$	926		—		$	1,821		$	1,808		1		$	969		$	937		3		$	2,790		$	2,745		2
Worldwide Securities Services	1,002			955			5		1,951			1,829			7		939			894			5		2,890			2,723			6
Total net revenue	$	1,932		$	1,881		3		$	3,772		$	3,637		4		$	1,908		$	1,831		4		$	5,680		$	5,468		4
Revenue by geographic region^(b)
Europe/Middle East/Africa	691			617			12		1,321			1,186			11
Asia/Pacific	299			233			28		575			452			27		$	321		$	256		25		$	896		$	708		27
Latin America/Caribbean	80			71			13		156			116			34		61			50			22		217			166			31
Europe/Middle East/Africa																	648			579			12		1,969			1,765			12
North America	862			960			(10	)	1,720			1,883			(9	)	878			946			(7	)	2,598			2,829			(8	)
Total net revenue	$	1,932		$	1,881		3		$	3,772		$	3,637		4		$	1,908		$	1,831		4		$	5,680		$	5,468		4
Trade finance loans by geographic region (period-end)^(b)
Europe/Middle East/Africa	$	6,184		$	2,898		113		$	6,184		$	2,898		113
Asia/Pacific	15,736			9,802			61		15,736			9,802			61
Latin America/Caribbean	4,553			3,008			51		4,553			3,008			51
North America	1,000			693			44		1,000			693			44
Total finance loans	$	27,473		$	16,401		68		$	27,473		$	16,401		68
Financial ratios
Return on common equity	19		%	18		%			19		%	18		%			17		%	15		%			18		%	17		%
Overhead ratio	75			74					75			75					77			77					76			76
Pretax margin ratio	27			25					26			25					24			21					26			24
Selected balance sheet data (period-end)
Loans ^(c)	$	34,034		$	24,513		39		$	34,034		$	24,513		39		$	36,389		$	26,899		35		$	36,389		$	26,899		35
Equity	7,000			6,500			8		7,000			6,500			8		7,000			6,500			8		7,000			6,500			8
Trade finance loans by geographic region (period-end)^(b)
Asia/Pacific																	$	16,918		$	10,238		65		$	16,918		$	10,238		65
Latin America/Caribbean																	5,228			3,357			56		5,228			3,357			56
Europe/Middle East/Africa																	6,853			3,391			102		6,853			3,391			102
North America																	1,105			820			35		1,105			820			35
Total finance loans																	$	30,104		$	17,806		69		$	30,104		$	17,806		69
Selected balance sheet data (average)
Total assets	$	52,688		$	42,868		23		$	50,294		$	40,583		24		$	60,141		$	42,445		42		$	53,612		$	41,211		30
Loans ^(c)	33,069			22,137			49		31,190			20,865			49		35,303			24,337			45		32,576			22,035			48
Liability balances	302,858			246,690			23		284,392			247,294			15		341,107			242,517			41		303,504			245,684			24
Equity	7,000			6,500			8		7,000			6,500			8		7,000			6,500			8		7,000			6,500			8
Headcount	28,230			27,943			1		28,230			27,943			1		28,157			28,544			(1	)	28,157			28,544			(1	)

(a)

IB manages traditional credit exposures related to ~~the~~ GCB on behalf of IB and TSS. Effective January 1, 2011, IB and TSS share the economics related to the Firm’s GCB clients. Included within this allocation are net ~~revenues,~~revenue, provision for credit losses, as well as expenses. The prior-year period reflected a reimbursement to IB for a portion of the total costs of managing the credit portfolio. IB recognizes this credit allocation as a component of all other income.


(b)	Revenue and trade finance loans are based on TSS management’s view of the domicile of clients.


(c)	Loan balances include trade finance loans, wholesale overdrafts and commercial card. Effective January 1, 2011, the commercial card loan business (of approximately $1.2 billion) that was previously in TSS was transferred to ~~CS.~~Card. There is no material impact on the financial data; the prior-year period was not revised.

Quarterly results

Net income was ~~$333~~$305 million, an increase of ~~$41~~$54 million, or ~~14%~~22%, from the prior year.

Net revenue was $1.9 billion, an increase of ~~$51~~$77 million, or 3%4%, from the prior year. Excluding the Commercial Card business, net revenue was up 7%. Treasury Services net revenue was $969 million, an increase of $32 million, or 3%. The increase was driven by higher deposit balances, predominantly offset by the transfer of the Commercial Card business to Card in the first quarter of 2011. Excluding the impact of the Commercial Card business, Treasury Services net revenue ~~was up 6%~~increased 10%. Worldwide Securities Services net revenue was ~~$1.0 billion,~~$939 million, an increase of ~~$47~~$45 million, or 5%. The increase was driven by higher ~~market levels, higher~~ net interest income ~~and net inflows of assets under custody. Treasury Services net revenue was $930 million, relatively flat compared with the prior year, as higher trade loan volumes and~~due to higher deposit balances were largely offset by the transfer of Commercial Card business to Card Services in the first quarter of 2011 and lower spreads on deposits. Excluding the impact of the Commercial Card business, TS net revenue increased 7%.balances.

TSS generated firmwide net revenue of ~~$2.6~~$2.5 billion, including $1.6 billion by Treasury Services; of that amount, ~~$930~~$969 million was recorded in Treasury Services, ~~$556~~$572 million in Commercial Banking, and ~~$65~~$68 million in other lines of business. The remaining ~~$1.0 billion~~$939 million of firmwide net revenue was recorded in Worldwide Securities Services.

The provision for credit losses was a benefit of $20 million, reflecting a reduction in allowance for loan losses resulting primarily from repayments.

Noninterest expense was $1.5 billion, an increase of ~~$54~~$60 million, or 4%, from the prior year. The increase was mainly driven by continued ~~investment in~~expansion into new ~~product platforms, primarily related to international expansion,~~markets and higher other noncompensation expense, partially offset by the transfer of the Commercial Card business to ~~Card Services.~~Card. Excluding ~~the impact of~~ the Commercial Card business, TSS noninterest expense increased 9%.

Results for the quarter included a ~~$32~~$9 million pretax benefit related to the ~~allocation between~~traditional credit portfolio for GCB clients that are managed jointly by IB and ~~TSS associated with credit extended to Global Corporate Bank (GCB) clients. IB manages core credit exposures related to the GCB on behalf of IB and~~ TSS. ~~Effective January 1, 2011, IB and TSS share the economics related to the Firm's GCB clients. Included within this allocation are net revenues and provision for credit losses as well as expenses.~~

Year-to-date results

Net income was ~~$649~~$954 million, an increase of ~~$78~~$132 million, or ~~14%~~16%, from the prior year.

Net revenue was ~~$3.8~~$5.7 billion, an increase of ~~$135~~$212 million, or 4%, from the prior year. Excluding the impact of the Commercial Card business, net revenue was up 7%. Worldwide Securities Services net revenue was ~~$2.0~~$2.9 billion, an increase of ~~$122~~$167 million, or 7%6%. The increase was driven by higher ~~market levels,~~net interest income due to higher deposit balances and net inflows of assets under ~~custody, and higher net interest income.~~custody. Treasury Services net revenue was ~~$1.8~~$2.8 billion, ~~relatively flat compared with the prior year,~~an increase of $45 million, or 2%. The increase was driven by higher deposit balances as well as higher trade loan volumes, ~~and higher deposit balances were largely~~predominantly offset by the transfer of the Commercial Card business to Card ~~Services~~ in the first quarter of ~~2011 and lower spreads on deposits.~~2011. Excluding the impact of the Commercial Card business, TS net revenue increased 7%8%.

TSS generated firmwide net revenue of ~~$5.0~~$7.5 billion, including ~~$3.0~~$4.7 billion by Treasury Services; of that amount, ~~$1.8~~$2.8 billion was recorded in Treasury Services, ~~$1.1~~$1.7 billion in Commercial Banking and ~~$128~~$196 million in other lines of business. The remaining ~~$2.0~~$2.9 billion of firmwide net revenue was recorded in Worldwide Securities Services.

The provision for credit losses was a benefit of $18 million, reflecting a reduction in allowance for loan losses resulting primarily from repayments.

Noninterest expense was ~~$2.8~~$4.3 billion, an increase of ~~$106~~$166 million, or 4%, from the prior year. The increase was mainly driven by continued ~~investment in~~expansion into new ~~product platforms, primarily related to international expansion,~~markets, partially offset by the transfer of the Commercial Card business to ~~Card Services.~~Card. Excluding the impact of the Commercial Card business, TSS noninterest expense increased 9%.

Results for the ~~year-to-date~~first nine months of 2011 included a ~~$59~~$68 million pretax benefit related to the ~~allocation between IB and TSS associated with~~traditional credit ~~extended to~~portfolio for GCB clients.


Selected metrics	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios and where otherwise noted)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
TSS firmwide disclosures
Treasury Services revenue - reported	$	930		$	926		—	%	$	1,821		$	1,808		1	%
Treasury Services revenue – reported																	$	969		$	937		3	%	$	2,790		$	2,745		2	%
Treasury Services revenue reported in CB^(a)	556			665			(16	)	1,098			1,303			(16	)	572			670			(15	)	1,670			1,973			(15	)
Treasury Services revenue reported in other lines of business	65			62			5		128			118			8		68			64			6		196			182			8
Treasury Services firmwide revenue^(b)	1,551			1,653			(6	)	3,047			3,229			(6	)	1,609			1,671			(4	)	4,656			4,900			(5	)
Worldwide Securities Services revenue	1,002			955			5		1,951			1,829			7		939			894			5		2,890			2,723			6
Treasury & Securities Services firmwide revenue^(b)	$	2,553		$	2,608		(2	)	$	4,998		$	5,058		(1	)	$	2,548		$	2,565		(1	)	$	7,546		$	7,623		(1	)
Treasury Services firmwide liability balances (average)^(c)	375,432			303,224			24		357,436			304,159			18		414,485			302,921			37		376,661			303,742			24
Treasury & Securities Services firmwide liability balances (average)^(c)	465,627			383,460			21		443,894			382,260			16		521,383			380,370			37		470,008			381,623			23
TSS firmwide financial ratios
Treasury Services firmwide overhead ratio^(a)(d)	59		%	54		%			58		%	55		%			56		%	55		%			57		%	55		%
Treasury & Securities Services firmwide overhead ratio^(a)(d)	67			64					67			65					67			65					67			65
Firmwide business metrics
Assets under custody (in billions)	$	16,945		$	14,857		14		$	16,945		$	14,857		14		$	16,250		$	15,863		2		$	16,250		$	15,863		2
Number of:
U.S.$ ACH transactions originated	959			970			(1	)	1,951			1,919			2		972			978			(1	)	2,923			2,897			1
Total U.S.$ clearing volume (in thousands)	32,274			30,531			6		63,245			59,200			7		33,117			30,779			8		96,362			89,979			7
International electronic funds transfer volume (in thousands)^(e)	63,208			58,484			8		124,150			114,238			9		62,718			57,333			9		186,868			171,571			9
Wholesale check volume	608			526			16		1,140			1,004			14		601			531			13		1,741			1,535			13
Wholesale cards issued (in thousands)^(f)	23,746			28,066			(15	)	23,746			28,066			(15	)	24,288			28,404			(14	)	24,288			28,404			(14	)
Credit data and quality statistics
Net charge-offs	$	—		$	—		—		$	—		$	—		—		$	—		$	1		NM		$	—		$	1		NM
Nonaccrual loans	3			14			(79	)	3			14			(79	)	3			14			(79	)	3			14			(79	)
Allowance for credit losses:
Allowance for loan losses	74			48			54		74			48			54		49			54			(9	)	49			54			(9	)
Allowance for lending-related commitments	41			68			(40	)	41			68			(40	)	46			52			(12	)	46			52			(12	)
Total allowance for credit losses	115			116			(1	)	115			116			(1	)	95			106			(10	)	95			106			(10	)
Net charge-off rate	—		%	—		%			—		%	—		%			—		%	0.02		%			—		%	0.01		%
Allowance for loan losses to period-end loans	0.22			0.20					0.22			0.20					0.14			0.20					0.14			0.20
Allowance for loan losses to nonaccrual loans	NM			343					NM			343					NM			386					NM			386
Nonaccrual loans to period-end loans	0.01			0.06					0.01			0.06					0.01			0.05					0.01			0.05

(a)

Effective January 1, 2011, certain CB revenues were excluded in the TS firmwide metrics; they are instead directly captured within CB’s lending revenue by product. The impact of this change was $~~114~~109 million for the three months ended ~~June~~September 30, 2011, and $~~221~~330 million for the ~~six~~nine months ended ~~June~~September 30, 2011. In previous periods, these revenues were included in CB’s treasury services revenue by product.

(b)

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 $~~165~~179 million and $~~175~~143 million for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~325~~504 million and $~~312~~455 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.


(c)	Firmwide liability balances include liability balances recorded in CB.


(d)	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.


(e)	International electronic funds transfer includes non-U.S. dollar Automated Clearing House (“ACH”) and clearing volume.


(f)	Wholesale cards issued and outstanding include U.S. domestic commercial, stored value, prepaid and government electronic benefit card products. Effective January 1, 2011, the commercial card portfolio was transferred from TSS to ~~CS.~~Card.

ASSET MANAGEMENT

For a discussion of the business profile of AM, see pages 86–88 of JPMorgan Chase’s 2010 Annual Report and Introduction on page 5 of this Form 10-Q.


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except ratios)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Revenue
Asset management, administration and commissions	$	1,818		$	1,522		19	%	$	3,525		$	3,030		16	%	$	1,617		$	1,498		8	%	$	5,142		$	4,528		14	%
All other income	321			177			81		634			443			43		281			282			—		915			725			26
Noninterest revenue	2,139			1,699			26		4,159			3,473			20		1,898			1,780			7		6,057			5,253			15
Net interest income	398			369			8		784			726			8		418			392			7		1,202			1,118			8
Total net revenue	2,537			2,068			23		4,943			4,199			18		2,316			2,172			7		7,259			6,371			14

Provision for credit losses	12			5			140		17			40			(58	)	26			23			13		43			63			(32	)

Noninterest expense
Compensation expense	1,068			861			24		2,107			1,771			19		999			914			9		3,106			2,685			16
Noncompensation expense	704			527			34		1,303			1,041			25		775			557			39		2,078			1,598			30
Amortization of intangibles	22			17			29		44			35			26		22			17			29		66			52			27
Total noninterest expense	1,794			1,405			28		3,454			2,847			21		1,796			1,488			21		5,250			4,335			21
Income before income tax expense	731			658			11		1,472			1,312			12		494			661			(25	)	1,966			1,973			—
Income tax expense	292			267			9		567			529			7		109			241			(55	)	676			770			(12	)
Net income	$	439		$	391		12		$	905		$	783		16		$	385		$	420		(8	)	$	1,290		$	1,203		7
Revenue by client segment
Private Banking	$	1,289		$	1,153		12		$	2,606		$	2,303		13		$	1,298		$	1,181		10		$	3,904		$	3,484		12
Institutional	704			455			55		1,253			999			25		455			506			(10	)	1,708			1,505			13
Retail	544			460			18		1,084			897			21		563			485			16		1,647			1,382			19
Total net revenue	$	2,537		$	2,068		23		$	4,943		$	4,199		18		$	2,316		$	2,172		7		$	7,259		$	6,371		14
Financial ratios
Return on common equity	27		%	24		%			28		%	24		%			24		%	26		%			27		%	25		%
Overhead ratio	71			68					70			68					78			69					72			68
Pretax margin ratio	29			32					30			31					21			30					27			31

Quarterly results

Net income was ~~$439~~$385 million, a decrease of $35 million, or 8%, from the prior year. These results reflected higher noninterest expense, partially offset by higher net revenue.

Net revenue was $2.3 billion, an increase of ~~$48~~$144 million, or ~~12%~~7%, from the prior year. Noninterest revenue was $1.9 billion, up by $118 million, or 7%, due to a gain on the sale of an investment, net inflows to products with higher margins, and the effect of higher market levels. This was partially offset by lower valuations of seed capital investments. Net interest income was $418 million, up by $26 million, or 7%, due to higher deposit and loan balances, partially offset by narrower deposit spreads.

Revenue from Private Banking was $1.3 billion, up 10% from the prior year. Revenue from Retail was $563 million, up 16%. Revenue from Institutional was $455 million, down 10%.

The provision for credit losses was $26 million, compared with $23 million in the prior year.

Noninterest expense was $1.8 billion, an increase of $308 million, or 21%, from the prior year, largely resulting from non-client-related litigation expense and an increase in compensation expense due to increased headcount.

Year-to-date results

Net income was $1.3 billion, an increase of $87 million, or 7%, from the prior year. These results reflected higher net revenue ~~predominantly~~and a lower provision for credit losses, offset by higher noninterest expense.

Net revenue was ~~$2.5~~$7.3 billion, an increase of ~~$469~~$888 million, or ~~23%~~14%, from the prior year. Noninterest revenue was ~~$2.1~~$6.1 billion, up by ~~$440~~$804 million, or ~~26%~~15%, due to the effect of higher market levels, net inflows to products with higher margins, higher ~~valuations~~performance fees, and a gain on the sale of ~~seed capital investments and higher performance fees.~~an investment. Net interest income was ~~$398 million,~~$1.2 billion, up by ~~$29~~$84 million, or 8%, due to higher deposit and loan balances, partially offset by narrower deposit spreads.

Revenue from Private Banking was ~~$1.3~~$3.9 billion, up 12% from the prior year. Revenue from Institutional was ~~$704 million,~~$1.7 billion, up ~~55%~~13%. Revenue from Retail was ~~$544 million, up 18%.~~

~~The provision for credit losses was $12 million, compared with $5 million in the prior year.~~

~~Noninterest expense was $1.8 billion, an increase of $389 million, or 28%, from the prior year, largely resulting from an increase in headcount and higher performance-based compensation.~~

~~Year-to-date results~~

Net income was $905 million, an increase of $122 million, or 16%, from the prior year. These results reflected higher net revenue and a lower provision for credit losses, predominantly offset by higher noninterest expense.

~~Net revenue was $4.9 billion, an increase of $744 million, or 18%, from the prior year. Noninterest revenue was $4.2~~$1.6 billion, up by $686 million, or 20%, due to the effect of higher market levels, net inflows to products with higher margins, higher loan originations and higher valuations of seed capital investments. Net interest income was $784 million, up by $58 million, or 8%, due to higher deposit and loan balances, partially offset by narrower deposit spreads.

~~Revenue from Private Banking was $2.6 billion, up 13% from the prior year. Revenue from Institutional was $1.3 billion, up 25%. Revenue from Retail was $1.1 billion, up 21%~~19%.

The provision for credit losses was ~~$17~~$43 million, compared with ~~$40~~$63 million in the prior year.

Noninterest expense was ~~$3.5~~$5.3 billion, an increase of ~~$607~~$915 million, or 21%, from the prior year, largely resulting from an increase in compensation expense due to increased headcount and ~~higher performance-based compensation.~~non-client-related litigation expense.


Business metrics	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount, ranking data, and where otherwise noted)	2011			2010			Change		2011			2010			Change
(in millions, except headcount, ranking data and where otherwise noted)																	2011			2010			Change		2011			2010			Change
Number of:
Client advisors^(a)	2,282			2,083			10	%	2,282			2,083			10	%	2,418			2,244			8	%	2,418			2,244			8	%
Retirement planning services participants (in thousands)	1,613			1,653			(2	)	1,613			1,653			(2	)	1,755			1,665			5		1,755			1,665			5
JPMorgan Securities brokers	437			403			8		437			403			8		446			419			6		446			419			6
% of customer assets in 4 & 5 Star Funds^(b)	50		%	43		%	16		50		%	43		%	16		47		%	42		%	12		47		%	42		%	12
% of AUM in 1^st and 2^nd quartiles:^(c)
1 year	56		%	58		%	(3	)	56		%	58		%	(3	)	49		%	67		%	(27	)	49		%	67		%	(27	)
3 years	71		%	67		%	6		71		%	67		%	6		73		%	65		%	12		73		%	65		%	12
5 years	76		%	78		%	(3	)	76		%	78		%	(3	)	77		%	74		%	4		77		%	74		%	4
Selected balance sheet data (period-end)
Loans	$	51,747		$	38,744		34		$	51,747		$	38,744		34		$	54,178		$	41,408		31		$	54,178		$	41,408		31
Equity	6,500			6,500			—		6,500			6,500			—		6,500			6,500			—		6,500			6,500			—
Selected balance sheet data (average)
Total assets	$	74,206		$	63,426		17		$	71,577		$	62,978		14		$	78,669		$	64,911		21		$	73,967		$	63,629		16
Loans	48,837			37,407			31		46,903			37,007			27		52,652			39,417			34		48,840			37,819			29
Deposits	97,509			86,453			13		96,386			83,573			15		111,090			87,841			26		101,341			85,012			19
Equity	6,500			6,500			—		6,500			6,500			—		6,500			6,500			—		6,500			6,500			—

Headcount	17,963			16,019			12		17,963			16,019			12		18,084			16,510			10		18,084			16,510			10

Credit data and quality statistics
Net charge-offs	$	33		$	27		22		$	44		$	55		(20	)	$	—		$	13		NM		$	44		$	68		(35	)
Nonaccrual loans	252			309			(18	)	252			309			(18	)	311			294			6		311			294			6
Allowance for credit losses:
Allowance for loan losses	222			250			(11	)	222			250			(11	)	240			257			(7	)	240			257			(7	)
Allowance for lending-related commitments	9			3			200		9			3			200		9			3			200		9			3			200
Total allowance for credit losses	231			253			(9	)	231			253			(9	)	249			260			(4	)	249			260			(4	)
Net charge-off rate	0.27		%	0.29		%			0.19		%	0.30		%			—		%	0.13		%			0.12		%	0.24		%
Allowance for loan losses to period-end loans	0.43			0.65					0.43			0.65					0.44			0.62					0.44			0.62
Allowance for loan losses to nonaccrual loans	88			81					88			81					77			87					77			87
Nonaccrual loans to period-end loans	0.49			0.80					0.49			0.80					0.57			0.71					0.57			0.71


(a)	Effective January 1, 2011, the methodology used to determine client advisors was revised. Prior periods have been revised.


(b)	Derived from Morningstar for the U.S., the U.K., Luxembourg, France, Hong Kong and Taiwan; and Nomura for Japan.


(c)	Quartile ranking sourced from: Lipper for the U.S. and Taiwan; Morningstar for the U.K., Luxembourg, France and Hong Kong; and Nomura for Japan.

Assets under supervision

Assets under supervision were ~~$1.9~~$1.8 trillion, an increase of ~~$284~~$36 billion, or ~~17%~~2%, from the prior year. Assets under management were $1.3 trillion, ~~an increase~~a decrease of ~~$181 billion, or 16%. Both increases were~~$3 billion. This decrease was due to net outflows from liquidity products and the effect of ~~higher~~lower market levels, ~~and~~offset by net inflows to long-term ~~products, partially offset by net outflows from liquidity~~ products. Custody, brokerage, administration and deposit balances were ~~$582~~$552 billion, up by ~~$103~~$39 billion, or ~~22%~~8%, due to ~~the effect of higher market levels~~deposit and custody ~~and brokerage~~ inflows.


ASSETS UNDER SUPERVISION^(a) (in billions)
As of the quarter ended June 30,	2011		2010
As of the quarter ended September 30,					2011		2010		Change
Assets by asset class
Liquidity	$	476	$	489	$	464	$	521	(11	)%
Fixed income	319		259		321		277		16
Equities and multi-asset	430		322
Equity and multi-asset					356		362		(2	)
Alternatives	117		91		113		97		16
Total assets under management	1,342		1,161		1,254		1,257		—
Custody/brokerage/administration/deposits	582		479		552		513		8
Total assets under supervision	$	1,924	$	1,640	$	1,806	$	1,770	2
Assets by client segment
Private Banking	$	291	$	258	$	276	$	276	—
Institutional^(b)	708		651		673		696		(3	)
Retail^(b)	343		252		305		285		7
Total assets under management	$	1,342	$	1,161	$	1,254	$	1,257	—
Private Banking	$	776	$	653	$	738	$	698	6
Institutional^(b)	709		652		674		697		(3	)
Retail^(b)	439		335		394		375		5
Total assets under supervision	$	1,924	$	1,640	$	1,806	$	1,770	2
Mutual fund assets by asset class
Liquidity	$	421	$	440	$	409	$	466	(12	)
Fixed income	105		79		101		88		15
Equities and multi-asset	176		133
Equity and multi-asset					139		151		(8	)
Alternatives	9		8		8		7		14
Total mutual fund assets	$	711	$	660	$	657	$	712	(8	)


(a)	Excludes assets under management of American Century Companies, Inc., in which the Firm sold its ownership interest on August 31, 2011. The Firm previously had aan ownership interest of ~~40%~~41% ~~and~~ ~~42%~~ ~~ownership~~ at ~~June~~September 30, ~~2011~~ ~~and~~ 2010~~, respectively.~~.


(b)	In the second quarter of 2011, the client hierarchy used to determine asset classification was revised, and the prior-year periods have been revised.


	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in billions)	2011			2010			2011			2010			2011			2010			2011			2010
Assets under management rollforward
Beginning balance	$	1,330		$	1,219		$	1,298		$	1,249		$	1,342		$	1,161		$	1,298		$	1,249
Net asset flows:
Liquidity	(16		)	(29		)	(25		)	(91		)	(10		)	27			(35		)	(64		)
Fixed income	12			12			28			28			3			12			31			40
Equities, multi-asset and alternatives	7			1			18			7
Equity, multi-asset and alternatives													(1		)	(1		)	17			6
Market/performance/other impacts	9			(42		)	23			(32		)	(80		)	58			(57		)	26
Ending balance, June 30	$	1,342		$	1,161		$	1,342		$	1,161
Ending balance, September 30													$	1,254		$	1,257		$	1,254		$	1,257
Assets under supervision rollforward
Beginning balance	$	1,908		$	1,707		$	1,840		$	1,701		$	1,924		$	1,640		$	1,840		$	1,701
Net asset flows	12			(4		)	43			(14		)	11			41			54			27
Market/performance/other impacts	4			(63		)	41			(47		)	(129		)	89			(88		)	42
Ending balance, June 30	$	1,924		$	1,640		$	1,924		$	1,640
Ending balance, September 30													$	1,806		$	1,770		$	1,806		$	1,770


International metrics	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in billions, except where otherwise noted)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011		2010		Change
Total net revenue (in millions)^(a)
Europe/Middle East/Africa	$	478	$	381	25	%	$	917	$	766	20	%	$	395	$	395	—	%	$	1,312	$	1,161	13	%
Asia/Pacific	257		214		20		503		436		15		248		226		10		751		662		13
Latin America/Caribbean	251		124		102		416		248		68		168		125		34		584		373		57
North America	1,551		1,349		15		3,107		2,749		13		1,505		1,426		6		4,612		4,175		10
Total net revenue	$	2,537	$	2,068	23		$	4,943	$	4,199	18		$	2,316	$	2,172	7		$	7,259	$	6,371	14
Assets under management
Europe/Middle East/Africa	$	298	$	239	25		$	298	$	239	25		$	255	$	258	(1	)	$	255	$	258	(1	)
Asia/Pacific	119		95		25		119		95		25		104		107		(3	)	104		107		(3	)
Latin America/Caribbean	37		24		54		37		24		54		32		27		19		32		27		19
North America	888		803		11		888		803		11		863		865		—		863		865		—
Total assets under management	$	1,342	$	1,161	16		$	1,342	$	1,161	16		$	1,254	$	1,257	—		$	1,254	$	1,257	—
Assets under supervision
Europe/Middle East/Africa	$	353	$	282	25		$	353	$	282	25		$	306	$	307	—		$	306	$	307	—
Asia/Pacific	161		127		27		161		127		27		140		139		1		140		139		1
Latin America/Caribbean	94		68		38		94		68		38		87		74		18		87		74		18
North America	1,316		1,163		13		1,316		1,163		13		1,273		1,250		2		1,273		1,250		2
Total assets under supervision	$	1,924	$	1,640	17		$	1,924	$	1,640	17		$	1,806	$	1,770	2		$	1,806	$	1,770	2


(a)	Regional revenue is based on the domicile of clients.

CORPORATE / PRIVATE EQUITY

For a discussion of the business profile of Corporate/Private Equity, see pages 89–90 of JPMorgan Chase’s 2010 Annual Report.


Selected income statement data	Three months ended June 30,								Six months ended June 30,								Three months ended September 30,								Nine months ended September 30,
(in millions, except headcount)	2011			2010			Change		2011			2010			Change		2011			2010			Change		2011			2010			Change
Revenue
Principal transactions	$	745		$	(69	)	NM		$	2,043		$	478		327	%	$	(933	)	$	1,143		NM%		$	1,110		$	1,621		(32	)%
Securities gains	837			990			(15	)%	939			1,600			(41	)	607			99			NM		1,546			1,699			(9	)
All other income	265			182			46		343			306			12		186			(29		)	NM		529			277			91
Noninterest revenue	1,847			1,103			67		3,325			2,384			39		(140		)	1,213			NM		3,185			3,597			(11	)
Net interest income ^(a)	218			747			(71	)	252			1,823			(86	)	8			371			(98	)	260			2,194			(88	)
Total net revenue^(b)(a)	2,065			1,850			12		3,577			4,207			(15	)	(132		)	1,584			NM		3,445			5,791			(41	)

Provision for credit losses	(9		)	(2		)	(350	)	(19		)	15			NM		(7		)	(3		)	(133	)	(26		)	12			NM

Noninterest expense
Compensation expense	614			770			(20	)	1,271			1,245			2		552			574			(4	)	1,823			1,819			—
Noncompensation expense^(c)(b)	2,097			1,468			43		3,240			4,509			(28	)	1,995			1,927			4		5,235			6,436			(19	)
Subtotal	2,711			2,238			21		4,511			5,754			(22	)	2,547			2,501			2		7,058			8,255			(15	)
Net expense allocated to other businesses	(1,270		)	(1,192		)	(7	)	(2,508		)	(2,372		)	(6	)	(1,331		)	(1,227		)	(8	)	(3,839		)	(3,599		)	(7	)
Total noninterest expense	1,441			1,046			38		2,003			3,382			(41	)	1,216			1,274			(5	)	3,219			4,656			(31	)
Income before income tax expense/(benefit)	633			806			(21	)	1,593			810			97
Income/(loss) before income tax expense/(benefit)																	(1,341		)	313			NM		252			1,123			(78	)
Income tax expense/(benefit)(c)	131			153			(14	)	369			(71		)	NM		(696		)	(35		)	NM		(327		)	(106		)	(208	)
Net income	$	502		$	653		(23	)	$	1,224		$	881		39
Net income/(loss)																	$	(645	)	$	348		NM		$	579		$	1,229		(53	)
Total net revenue
Private equity	$	796		$	48		NM		$	1,495		$	163		NM		$	(546	)	$	721		NM		$	949		$	884		7
Corporate	1,269			1,802			(30	)	2,082			4,044			(49	)	414			863			(52	)	2,496			4,907			(49	)
Total net revenue	$	2,065		$	1,850		12		$	3,577		$	4,207		(15	)	$	(132	)	$	1,584		NM		$	3,445		$	5,791		(41	)
Net income
Net income/(loss)
Private equity	$	444		$	11		NM		$	827		$	66		NM		$	(347	)	$	344		NM		$	480		$	410		17
Corporate	58			642			(91	)	397			815			(51	)	(298		)	4			NM		99			819			(88	)
Total net income	$	502		$	653		(23	)	$	1,224		$	881		39
Total net income/(loss)																	$	(645	)	$	348		NM		$	579		$	1,229		(53	)
Headcount	21,444			19,482			10		21,444			19,482			10		21,844			19,756			11		21,844			19,756			11


(a)	~~Net interest income in 2011 was lower compared with 2010, primarily driven by lower funding benefits on the securities portfolio.~~


~~(b)~~	Total net revenue included tax-equivalent adjustments, predominantly due to tax-exempt income from municipal bond investments of $6973 million and $5758 million for the three months ended ~~June~~September 30, 2011 and 2010, respectively; and $~~133~~206 million and $~~105~~163 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.


~~(c)~~(b)	Included litigation expense of $~~1.3~~1.0 billion and $~~1.6~~2.6 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively, compared with $~~694 million~~$1.3 billion and $~~3.0~~4.3 billion ~~billion~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively.


(c)	Income tax expense/(benefit) in the three and nine months ended September 30, 2010, includes tax benefits recognized upon the resolution of tax audits.

Quarterly results

Net ~~income~~loss was ~~$502~~$645 million, compared with net income of ~~$653~~$348 million in the prior year.

Private Equity reported a net loss of $347 million, compared with net income of $344 million in the prior year. Net revenue was negative $546 million, a decrease of $1.3 billion, driven primarily by net write-downs on private investments and lower valuations of public securities held at fair value in the portfolio. Noninterest expense was negative $5 million, a decrease of $189 million from the prior year.

Corporate reported a net loss of $298 million, compared with net income of $4 million in the prior year. Net revenue was $414 million, including $607 million of securities gains. Net interest income in 2011 was lower compared with 2010, primarily driven by repositioning of the securities portfolio and lower funding benefits from financing the portfolio. Noninterest expense included $1.0 billion of additional litigation expense, predominantly for mortgage-related matters. Noninterest expense in the prior year included $1.3 billion of additional litigation expense.

Year-to-date results

Net income was $579 million, compared with net income of $1.2 billion in the prior year.

Private Equity net income was ~~$444~~$480 million, compared with ~~$11~~$410 million in the prior year. Net revenue was ~~$796~~$949 million, an increase of ~~$748~~$65 million, driven primarily by gains on sales and net increases in investment valuations. Noninterest expense was ~~$102~~$210 million, ~~an increase~~a decrease of ~~$70~~$36 million from the prior year.

Corporate reported net income of ~~$58~~$99 million, compared with ~~$642~~$819 million in the prior year. Net revenue was ~~$1.3~~$2.5 billion, including ~~$837 million~~$1.5 billion of securities gains. ~~Noninterest expense included $1.3 billion of additional litigation reserves, predominantly for mortgage-related matters. Noninterest expense~~Net interest income in ~~the prior year included $694 million of additional litigation reserves.~~

~~Year-to-date results~~

~~Net income~~2011 was ~~$1.2 billion,~~lower compared with ~~net income~~2010, primarily driven by repositioning of ~~$881 million in~~ the ~~prior year.~~

~~Private Equity net income was $827 million, compared with $66 million in~~securities portfolio and lower funding benefits from financing the ~~prior year. Net revenue was $1.5 billion, an increase of $1.3 billion, driven primarily by gains on sales and net increases in investment valuations.~~portfolio. Noninterest expense was ~~$215 million, an increase of $153 million from the prior year.~~

~~Corporate reported net income of $397 million, compared with $815 million in the prior year. Net revenue was $2.1 billion, including $939 million of securities gains. Noninterest expense was $1.8~~$3.0 billion, which included ~~$1.6~~$2.6 billion of additional litigation reserves, predominantly for mortgage related matters. Noninterest expense in the prior year was ~~$3.3~~$4.4 billion which included ~~$3.0~~$4.3 billion of additional litigation reserves.


Treasury and Chief Investment Office (“CIO”)
Selected income statement and balance sheet data	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011		2010		Change		2011		2010		Change		2011		2010		Change		2011		2010		Change
Securities gains^(a)	$	837	$	989	(15	)%	$	939	$	1,599	(41	)%	$	459	$	99	364	%	$	1,398	$	1,698	(18	)%
Investment securities portfolio (average)	335,543		320,578		5		324,492		325,553		—		324,596		321,428		1		324,527		324,163		—
Investment securities portfolio (ending)	318,237		305,288		4		318,237		305,288		4		330,800		334,140		(1	)	330,800		334,140		(1	)
Mortgage loans (average)	12,731		8,539		49		12,078		8,352		45		13,748		9,174		50		12,641		8,629		46
Mortgage loans (ending)	13,243		8,900		49		13,243		8,900		49		14,226		9,550		49		14,226		9,550		49


(a)	Reflects repositioning of the Corporate investment securities portfolio.

For further information on the investment securities portfolio, see Note 3 and Note 11 on pages ~~102–114~~104–116 and ~~128–132,~~130–134, respectively, of this Form 10-Q. For further information on CIO VaR and the ~~Firm's~~Firm’s nontrading interest rate-sensitive revenue at risk, see the Market Risk Management section on pages ~~88–92~~90–93 of this Form 10-Q.


Private Equity Portfolio
Selected income statement and balance sheet data	Three months ended June 30,							Six months ended June 30,								Three months ended September 30,							Nine months ended September 30,
(in millions)	2011			2010			Change	2011			2010			Change		2011			2010		Change		2011			2010		Change
Private equity gains/(losses)
Realized gains	$	1,219		$	78		NM	$	1,390		$	191		NM		$	394		$	179	120	%	$	1,784		$	370	382	%
Unrealized gains/(losses)^(a)	(726		)	(7		)	NM	(356		)	(82		)	(334	)%	(827		)	561		NM		(1,183		)	479		NM
Total direct investments	493			71			NM	1,034			109			NM		(433		)	740		NM		601			849		(29	)
Third-party fund investments	323			4			NM	509			102			399		(7		)	10		NM		502			112		348
Total private equity gains/(losses)^(b)	$	816		$	75		NM	$	1,543		$	211		NM		$	(440	)	$	750	NM		$	1,103		$	961	15


Private equity portfolio information^(c)
Direct investments (in millions)	June 30, 2011		December 31, 2010		Change		September 30, 2011		December 31, 2010		Change
Publicly held securities
Carrying value	$	670	$	875	(23	)%	$	709	$	875	(19	)%
Cost	595		732		(19	)	779		732		6
Quoted public value	721		935		(23	)	778		935		(17	)
Privately held direct securities
Carrying value	5,680		5,882		(3	)	4,322		5,882		(27	)
Cost	6,891		6,887		—		6,556		6,887		(5	)
Third-party fund investments^(d)
Carrying value	2,481		1,980		25		2,399		1,980		21
Cost	2,464		2,404		2		2,454		2,404		2
Total private equity portfolio
Carrying value	$	8,831	$	8,737	1		$	7,430	$	8,737	(15	)
Cost	$	9,950	$	10,023	(1	)	$	9,789	$	10,023	(2	)


(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 170–187 of JPMorgan Chase's 2010 Annual Report.


(d)	Unfunded commitments to third-party private equity funds were $~~876~~853 million and $1.0 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively.

The carrying value of the private equity portfolio at ~~June~~September 30, 2011, and December 31, 2010, was $~~8.8~~7.4 billion and $8.7 billion, respectively. The ~~increase~~decrease in the portfolio during the ~~six~~nine months ended ~~June~~September 30, 2011, is ~~primarily due to~~predominantly driven by sales of investments, partially offset by follow-on investments and net increases in investment ~~valuations in the portfolio and incremental new investments, partially offset by sales.~~valuations. The portfolio represented ~~6.6%~~5.5% and 6.9% of the ~~Firm's stockholders'~~Firm’s stockholders’ equity less goodwill at ~~June~~September 30, 2011, and December 31, 2010, respectively.

INTERNATIONAL OPERATIONS

During the three and ~~six~~nine months ended ~~June~~September 30, 2011, the Firm ~~reported~~recorded approximately $~~6.8~~5.6 billion and $~~13.6~~19.2 billion, respectively, of revenue derived from clients, customers and counterparties domiciled outside of North America. Of those amounts, approximately ~~69%~~64% and ~~68%~~67%, respectively, ~~was~~were derived from Europe/Middle East/Africa (“EMEA”); approximately ~~21%~~28% and ~~23%~~24%, respectively, from Asia/Pacific; and approximately ~~10%~~8% and 9%, respectively, from Latin America/Caribbean. During the three and ~~six~~nine months ended ~~June~~September 30, 2010, the Firm ~~reported~~recorded approximately $~~4.9~~5.0 billion and $~~11.7~~16.7 billion, respectively, of revenue derived from clients, customers and counterparties domiciled outside of North America. Of those amounts, approximately ~~63%~~61% and ~~67%~~65%, respectively, was derived from EMEA; approximately ~~28%~~32% and ~~25%~~27%, respectively, from Asia/Pacific; and approximately 9%7% and 8%, respectively, from Latin America/Caribbean.

The Firm is committed to further expanding its wholesale business activities outside of the United States, and it intends to add additional client-serving bankers, as well as product and sales support personnel, to address the needs of the Firm's clients located in these regions. With a comprehensive and coordinated international business strategy and growth plan, efforts and investments for growth outside of the United States will be accelerated and prioritized.

Set forth below are certain key metrics related to the ~~Firm's~~Firm’s wholesale international operations, including, for each of EMEA, ~~Asia~~ Asia/Pacific and Latin America/Caribbean, the number of countries in each such region in which it operates, front-office headcount, number of clients, revenue and selected ~~balance sheet~~balance-sheet data. For additional information regarding international operations, see International Operations on page 91, and Note 33 on page 290 of JPMorgan ~~Chase's~~Chase’s 2010 Annual Report.


	EMEA								Asia/Pacific								Latin America/Caribbean								EMEA								Asia/Pacific								Latin America/Caribbean
(in millions, except where otherwise noted)	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
• Revenue	$	4,628	$	3,083	$	9,118	$	7,843	$	1,414	$	1,399	$	3,151	$	2,907	$	668	$	443	$	1,237	$	923	$	3,611	$	3,095	$	12,729	$	10,938	$	1,586	$	1,617	$	4,737	$	4,524	$	409	$	343	$	1,647	$	1,266
• Countries of operation	34		33		34		33		16		16		16		16		8		8		8		8		34		33		34		33		16		16		16		16		9		8		9		8
• Total headcount^(a)	16,547		15,661		16,547		15,661		20,259		18,065		20,259		18,065		1,260		964		1,260		964		16,463		16,045		16,463		16,045		20,408		18,725		20,408		18,725		1,351		1,047		1,351		1,047
• Front-office headcount	6,140		5,580		6,140		5,580		4,470		4,027		4,470		4,027		528		401		528		401		6,105		5,945		6,105		5,945		4,269		4,074		4,269		4,074		560		423		560		423
• Significant clients^(b)	951		915		951		915		475		408		475		408		163		146		163		146		923		886		923		886		475		420		475		420		158		128		158		128
• Deposits (average)^(c)	$	163,150	$	133,464	$	154,901	$	136,821	$	51,604	$	49,708	$	49,510	$	51,844	$	2,356	$	1,372	$	2,228	$	1,352	$	166,518	$	132,947	$	158,849	$	135,515	$	53,220	$	47,646	$	50,760	$	50,429	$	2,033	$	1,964	$	2,163	$	1,558
• Loans (period-end)^(d)	33,496		26,111		33,496		26,111		25,400		17,831		25,400		17,831		21,172		13,577		21,172		13,577		34,239		27,276		34,239		27,276		27,723		18,502		27,723		18,502		23,289		15,298		23,289		15,298
• Assets under management (in billions)	298		239		298		239		119		95		119		95		37		24		37		24		255		258		255		258		104		107		104		107		32		27		32		27
• Assets under supervision (in billions)	353		282		353		282		161		127		161		127		94		68		94		68		306		307		306		307		140		139		140		139		87		74		87		74

Note: Wholesale international operations comprises IB, AM, TSS, CB and CIO/Treasury.


(a)	Total headcount includes all employees, including those in service centers, located in the region.


(b)	Significant clients are defined as companies with over $1 million in revenue over a trailing ~~twelve month~~12-month period in the region (excludes private banking clients).


(c)	Deposits are based on booking location.


(d)	Loans outstanding are based predominantly on the domicile of the borrower and exclude loans held-for-sale and loans carried at fair value.

BALANCE SHEET ANALYSIS


Selected Consolidated Balance Sheets data
(in millions)	June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Assets
Cash and due from banks	$	30,466		$	27,567		$	56,766		$	27,567
Deposits with banks	169,880			21,673			128,877			21,673
Federal funds sold and securities purchased under resale agreements	213,362			222,554			248,042			222,554
Securities borrowed	121,493			123,587			131,561			123,587
Trading assets:
Debt and equity instruments	381,339			409,411			352,678			409,411
Derivative receivables	77,383			80,481			108,853			80,481
Securities	324,741			316,336			339,349			316,336
Loans	689,736			692,927			696,853			692,927
Allowance for loan losses	(28,520		)	(32,266		)	(28,350		)	(32,266		)
Loans, net of allowance for loan losses	661,216			660,661			668,503			660,661
Accrued interest and accounts receivable	80,292			70,147			72,080			70,147
Premises and equipment	13,679			13,355			13,812			13,355
Goodwill	48,882			48,854			48,180			48,854
Mortgage servicing rights	12,243			13,649			7,833			13,649
Other intangible assets	3,679			4,039			3,396			4,039
Other assets	108,109			105,291			109,310			105,291
Total assets	$	2,246,764		$	2,117,605		$	2,289,240		$	2,117,605
Liabilities
Deposits	$	1,048,685		$	930,369		$	1,092,708		$	930,369
Federal funds purchased and securities loaned or sold under repurchase agreements	254,124			276,644			238,585			276,644
Commercial paper	51,160			35,363			51,073			35,363
Other borrowed funds^(a)	30,208			34,325			29,318			34,325
Trading liabilities:
Debt and equity instruments	84,865			76,947			76,592			76,947
Derivative payables	63,668			69,219			79,249			69,219
Accounts payable and other liabilities	184,490			170,330			199,769			170,330
Beneficial interests issued by consolidated VIEs	67,457			77,649			65,971			77,649
Long-term debt^(a)	279,228			270,653			273,688			270,653
Total liabilities	2,063,885			1,941,499			2,106,953			1,941,499
Stockholders’ equity	182,879			176,106			182,287			176,106
Total liabilities and stockholders’ equity	$	2,246,764		$	2,117,605		$	2,289,240		$	2,117,605


(a)	Effective January 1, 2011, $23.0 billion of long-term advances from FHLBs were reclassified from other borrowed funds to long-term debt. The prior-year period has been revised to conform with the current presentation. For additional information, see Note 3 and Note 18 on pages ~~102–114~~104–116 and ~~164,~~173, respectively, of this Form 10-Q.

Consolidated Balance Sheets overview

JPMorgan Chase’s assets and liabilities increased from December 31, 2010, predominantly due to ~~an overall growth in~~a significant level of deposit inflows from wholesale ~~clients’ cash management activities in~~clients and, to a lesser extent, consumer clients. The higher level of inflows since the beginning of the year, which accelerated after the first ~~six months of 2011, as well as an increase in deposit inflows toward the end of the second~~ quarter, of ~~2011. The inflows~~ contributed to ~~higher~~increases in both cash and due from banks, and deposits with banks, ~~– in particular,~~particularly balances due from Federal Reserve ~~Banks.~~Banks and other banks. In addition, ~~to deposits with banks, other factors affecting~~ the increase in total assets ~~included~~was driven by higher ~~accrued interest~~securities purchased under resale agreements, and ~~accounts receivable~~an increase in securities. These increases were offset partially by lower trading ~~assets – debt and equity instruments. In addition to deposits, other factors affecting the~~assets. The increase in total liabilities ~~were~~was driven by the increase in deposits and, to a lesser extent, higher ~~commercial paper, and~~ accounts payable, ~~and other liabilities,~~partially offset by lower ~~federal funds purchased and~~ securities ~~loaned or~~ sold under repurchase ~~agreements, and lower beneficial interests issued by consolidated VIEs.~~agreements. The increase in stockholders’ equity primarily reflected net income for the ~~six~~nine months ended ~~June~~September 30, 2011, net of repurchases of common ~~stock and the declaration of dividends.~~

equity. The following is a discussion of the significant changes in the specific line captions ofon the Consolidated Balance Sheets from December 31, 2010. For a description of the specific line captions discussed below, see pages 92–94 of JPMorgan Chase’s 2010 Annual Report.

~~Deposits~~Cash and due from banks and deposits with ~~banks; federal~~banks

Cash and due from banks and deposits with banks increased significantly, reflecting the placement of funds with various central banks, including Federal Reserve Banks during the third quarter of 2011; the increase in these funds predominantly resulted from the overall growth in wholesale client deposits. For additional information, see the deposits discussion below.

Federal funds sold and securities purchased under resale agreements; and securities borrowed

Deposits with banks increased significantly, reflecting a higher level of balances due from Federal Reserve Banks; the increase was predominantly the result of an overall growth in wholesale clients’ cash management activities in the first six months of 2011, as well as an increase in inflows of short-term wholesale deposits from TSS clients toward the end of June 2011. For additional information, see the deposits discussion below. Securities purchased under resale agreements and securities borrowed ~~decreased~~increased, predominantly in IB, reflecting ~~lower~~higher client financing activity.

Trading assets and liabilities – debt and equity instruments

Trading assets – debt and equity instruments decreased, based ~~upon~~on lower client market-making activity in ~~IB. The decrease was primarily due to~~IB; this resulted in declines in equity securities and U.S. government agency mortgage-backed ~~securities and equity~~ securities, partially offset by an increase in ~~non-U.S. government debt~~U.S. treasury securities. For additional information, refer to Note 3 on pages ~~102–114~~104–116 of this Form 10-Q.

Trading assets and liabilities – derivative receivables and payables

Derivative receivables and payables ~~decreased, largely~~increased, predominantly due to ~~a reduction~~increases in ~~foreign exchange~~interest rate derivatives ~~offset partially~~driven by ~~an increase~~declining interest rates, and commodity derivative balances driven by price movements in ~~equity derivatives, from IB’s market-making activity.~~base metals and energy. For additional information, refer to Derivative contracts on pages 73–~~75,~~74, and Note 3 and Note 5 on pages ~~102–114~~104–116 and ~~117–124,~~119–126, respectively, of this Form 10-Q.

Securities

Securities increased, largely due to repositioning of the portfolio in Corporate in response to changes in the ~~interest rate~~market environment. This repositioning increased the levels of non-U.S. government debt and residential mortgage-backed securities, as well as collateralized loan obligations and reduced the levels of ~~corporate debt and~~ U.S. government agency securities. For additional information related to securities, refer to the discussion in the Corporate/Private Equity segment on pages 46–47, and Note 3 and Note 11 on pages ~~102–114~~104–116 and ~~128–132,~~130–134, respectively, of this Form ~~10-Q.~~10-Q .

Loans and allowance for loan losses

Loans ~~decreased modestly,~~increased, reflecting continued growth in client activity across all of the Firm’s wholesale businesses. This increase was offset by continued portfolio runoff in RFS as well as lower seasonal balances, higher repayment rates, continued runoff of the Washington Mutual portfolio and the sale of the Kohl’s ~~portfolio in CS. These decreases were offset partially by an increase in wholesale loans, reflecting growth in client activity in all of the Firm’s wholesale businesses.~~portfolio. The allowance for loan losses decreased ~~predominantly as a result of~~due to lower estimated losses in the credit card loan portfolio, reflecting improved delinquency trends and net credit losses, as well as loan sales and net repayments in the wholesale portfolio. For a more detailed discussion of the loan portfolio and the allowance for loan losses, refer to Credit Risk Management on pages 67–~~88,~~89, and Notes 3, 4, 13 and 14 on pages ~~102–114, 114–~~104–116, ~~134–148~~116–118, 136–157 and ~~149–150,~~158–159, respectively, of this Form 10-Q.

Accrued interest and accounts receivable and other assets

Accrued interest and accounts receivable ~~increased, largely from higher receivables from securities transactions pending settlement.~~and other assets remained relatively flat, with no significant changes.

Goodwill

The decrease in goodwill was predominantly due to AM’s sale of its investment in an asset manager. For additional information on goodwill, see Note 16 on pages 168–172 of this Form 10-Q.

Mortgage servicing rights

MSRs decreased, ~~primarily due to changes to inputs and assumptions~~predominantly as a result of a decline in the MSR valuation model. During the first quarter of 2011, the Firm revised its cost to service assumption to reflect the estimated impact of higher servicing costs to enhance servicing processes, particularly loan modification and foreclosure procedures, including costs to comply with Consent Orders entered into with banking regulators, which resulted in a ~~$1.1 billion~~ ~~decrease in the fair value of the MSR asset. Declining~~market interest rates also contributed to the decrease in the fair value of the MSR asset. Other than the increased cost to service assumption and the decrease in interest rates, predominately all of the changes in the fair value of the MSR asset resulted from the largely offsetting impacts of new capitalization and amortization.rates. For additional information on MSRs, see Note 3 and Note 16 on pages ~~102–114~~104–116 and ~~159–163,~~168–172, respectively, of this Form 10-Q.

Other intangible assets

The decrease in other intangible assets was ~~predominantly~~ due to amortization. For additional information on other intangible assets, see Note 16 on pages ~~159–163~~168–172 of this Form 10-Q.

Deposits

Deposits increased significantly, predominantly ~~as a result of~~due to an overall growth in wholesale ~~clients’ cash management activities during the first six months of 2011~~client balances and, ~~an increase in inflows toward the end of June 2011 of short-term wholesale deposits from TSS clients. Also contributing~~ to the increase in deposits was growth in the number of clients and higher balances in CB, AM and RFS (the RFS deposits were net of the attrition related to inactive and low-balance Washington Mutual accounts).a lesser extent, consumer deposit balances. For more information on deposits, refer to the RFS and AM segment discussions on pages ~~23–32~~22–31 and 42–45, respectively; the Liquidity Risk Management discussion on pages 62–66; and Notes 3 and 17 on pages ~~102–114~~104–116 and ~~164,~~173, respectively, of this Form 10-Q. For more information on wholesale liability balances, which includes deposits, refer to the CB and TSS segment discussions on pages 36–38 and 39–41, respectively, of this Form 10-Q.

Federal funds purchased and securities loaned or sold under repurchase agreements

Securities sold under repurchase agreements decreased, predominantly in IB, due to lower financing of the Firm’s trading ~~assets, as well as lower client financing balances.~~assets. For additional information on the Firm’s Liquidity Risk Management, see pages 62–66 of this Form 10-Q.

Commercial paper and other borrowed funds

Commercial paper ~~and other borrowed funds~~ increased, due to growth in the volume of liability balances in sweep accounts related to TSS’s cash management ~~product,~~product. Other borrowed funds decreased, predominantly driven by maturities of short-term unsecured bank notes and ~~a modest incremental increase in commercial paper issued in wholesale funding markets.~~ short-term FHLB advances.

For additional information on the Firm’s Liquidity Risk Management and other borrowed funds, see pages 62–66, and Note 18 on page ~~164~~173 of this Form 10-Q.

Accounts payable and other liabilities

Accounts payable and other liabilities increased largely due to higher IB ~~Prime Services~~ customer balances and additional litigation reserves, predominantly for mortgage-related matters.

Beneficial interests issued by consolidated VIEs

Beneficial interests decreased, predominantly due to maturities of Firm-sponsored credit card securitization transactions. For additional information on Firm-sponsored VIEs and loan securitization trusts, see Off–Balance Sheet Arrangements below, and Note 15 on pages ~~151–159~~160–168 of this Form 10-Q.

Long-term debt

Long-term debt increased, partially due to net issuances of long-term borrowings. For additional information on the Firm’s long-term debt activities, see the Liquidity Risk Management discussion on pages 62–66 of this Form 10-Q.

Stockholders’ equity

Total stockholders’ equity increased, predominantly due to net income in the first ~~half~~nine months of 2011; net issuances and commitments to issue under the Firm’s employee stock-based compensation plans; and a net increase in accumulated other comprehensive income, ~~reflecting net unrealized gains on AFS securities associated with~~due primarily to increased market ~~values~~value on agency MBS and municipal securities, partially offset by the widening of spreads on non-U.S. corporate debt and the realization of gains due to portfolio ~~repositioning, and the net change~~repositioning. The increase in ~~the fair values of derivatives used for cash flow-hedging purposes; and net issuances and commitments to issue under the Firm’s employee stock-based compensation plans. The increase~~stockholders’ equity was partially offset by repurchases of common ~~stock~~equity, and the declaration of cash dividends on common and preferred stock.

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 95–101 of JPMorgan Chase’s 2010 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 related cash flows to investors. 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 15 on pages ~~151–159~~160–168 of this Form 10-Q; and Note 1 on pages 164–165 and Note 15 on pages 244–259 of JPMorgan Chase’s 2010 Annual Report.

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 amounts of these liquidity commitments, to both consolidated and nonconsolidated SPEs, were $~~$35.7~~35.3 billion and $34.2 billion at ~~June~~September 30, 2011, and December 31, 2010, 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 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^(a)	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Multi-seller conduits	$	44	$	60	$	92	$	127	$	45	$	44	$	137	$	171
Investor intermediation	10		12		25		25		10		12		35		37
Other securitization entities^(b)(a)	361		544		773		1,088		322		478		1,095		1,566
Total	$	415	$	616	$	890	$	1,240	$	377	$	534	$	1,267	$	1,774


(a)	~~Includes revenue associated with both consolidated VIEs and significant nonconsolidated VIEs.~~


~~(b)~~	Excludes servicing revenue from loans sold to and securitized by third parties.

Off–balance sheet lending-related financial instruments, guarantees and other commitments

JPMorgan Chase provides 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 to the Firm should the counterparty draw upon the commitment or the Firm be required to fulfill its obligation under the guarantee, and should the counterparty subsequently fail to perform according to the terms of the contract. Most of these commitments and guarantees expire without being drawn or a default occurring. 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 75 and Note 21 on pages ~~167–171~~176–180 of this Form 10-Q; and Lending-related commitments on page 128 and Note 30 on pages 275–280 of JPMorgan Chase’s 2010 Annual Report.

The following table presents, as of ~~June~~September 30, 2011, 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 to borrowers for these products. The Firm has not experienced, and does not anticipate, that all available lines of credit for these products would be used by borrowers at the same time. The Firm can reduce or cancel credit card lines of credit by providing the borrower notice or, in some cases, without notice as permitted by law. 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. The accompanying table excludes certain guarantees that do not have a contractual maturity date (e.g., loan sale and securitization-related indemnification obligations). For further information, see discussion of Mortgage repurchase liability and Loan sale and securitization-related indemnifications on

pages 53–56 and in Note 21 on pages ~~167–171,~~176–180, respectively, of this Form 10-Q, and Repurchase liability and Loan sale and

securitization-related indemnifications on pages 98–101 and in Note 30 on pages 275–280, respectively, of JPMorgan Chase’s 2010 Annual Report.

																																Off–balance sheet lending-related financial instruments, guarantees and other commitments

	June 30, 2011													Dec 31, 2010			September 30, 2011													Dec 31, 2010
			Expires after 1 year through 3 years		Expires after 3 years through 5 years														Expires after 1 year through 3 years		Expires after 3 years through 5 years
By remaining maturity (in millions)	Expires in 1 year or less						Expires after 5 years			Total			Total			Expires in 1 year or less							Expires after 5 years			Total			Total
Lending-related
Consumer, excluding credit card:
Home equity – senior lien	$	778	$	4,182	$	5,342		$	6,963		$	17,265		$	17,662		$	839	$	4,562	$	5,123		$	6,378		$	16,902		$	17,662
Home equity – junior lien	1,615		8,384		9,364			9,223			28,586			30,948			1,822		8,922		8,734			8,098			27,576			30,948
Prime mortgage	1,117		—		—			—			1,117			1,266			1,512		—		—			—			1,512			1,266
Subprime mortgage	—		—		—			—			—			—			—		—		—			—			—			—
Auto	6,532		259		4			—			6,795			5,246			7,188		140		83			5			7,416			5,246
Business banking	9,279		378		73			316			10,046			9,702			9,485		417		66			316			10,284			9,702
Student and other	25		151		165			499			840			579			89		152		158			492			891			579
Total consumer, excluding credit card	19,346		13,354		14,948			17,001			64,649			65,403			20,935		14,193		14,164			15,289			64,581			65,403
Credit card	535,625		—		—			—			535,625			547,227			528,830		—		—			—			528,830			547,227
Total consumer	554,971		13,354		14,948			17,001			600,274			612,630			549,765		14,193		14,164			15,289			593,411			612,630
Wholesale:
Other unfunded commitments to extend credit^(a)(b)	62,760		80,905		59,138			7,220			210,023			199,859			66,518		71,491		72,809			6,933			217,751			199,859
Standby letters of credit and other financial guarantees^(a)(b)(c)(d)	27,369		39,083		26,546			4,052			97,050			94,837			29,023		36,784		30,669			3,039			99,515			94,837
Unused advised lines of credit	39,841		12,252		186			569			52,848			44,720			43,157		10,820		378			1,890			56,245			44,720
Other letters of credit^(a)(d)	3,973		1,669		126			—			5,768			6,663			4,579		1,468		124			—			6,171			6,663
Total wholesale	133,943		133,909		85,996			11,841			365,689			346,079			143,277		120,563		103,980			11,862			379,682			346,079
Total lending-related	$	688,914	$	147,263	$	100,944		$	28,842		$	965,963		$	958,709		$	693,042	$	134,756	$	118,144		$	27,151		$	973,093		$	958,709
Other guarantees and commitments
Securities lending guarantees^(e)	$	205,411	$	—	$	—		$	—		$	205,411		$	181,717		$	199,020	$	—	$	—		$	—		$	199,020		$	181,717
Derivatives qualifying as guarantees^(f)	3,410		723		43,763			36,193			84,089			87,768			3,318		5,059		36,944			35,922			81,243			87,768
Unsettled reverse repurchase and securities borrowing agreements	59,570		—		—			—			59,570			39,927			69,752		—		—			—			69,752			39,927
Other guarantees and commitments^(g)	1,113		232		308			4,524			6,177			6,492			963		232		303			4,615			6,113			6,492

(a)

At ~~June~~September 30, 2011, and December 31, 2010, represented the contractual amount net of risk participations totaling $~~608~~617 million and $542 million, respectively, for Other unfunded commitments to extend credit; $~~22.3~~21.2 billion and $22.4 billion, respectively, for Standby letters of credit and other financial guarantees; and $1.4 billion and $1.1 billion, respectively, for Other letters of credit. In regulatory filings with the Federal Reserve these commitments are shown gross of risk participations.

(b)

At ~~June~~September 30, 2011, and December 31, 2010, included credit enhancements and bond and commercial paper liquidity commitments to U.S. states and municipalities, hospitals and other not-for-profit entities of $~~46.4~~48.5 billion and $43.4 billion, respectively. These commitments also include liquidity facilities to nonconsolidated municipal bond VIEs; for further information, see Note 15 on pages ~~151–159~~160–168 of this Form 10-Q.


(c)	At ~~June~~September 30, 2011, and December 31, 2010, included unissued Standby letters of credit commitments of $~~41.9~~43.0 billion and $41.6 billion, respectively.


(d)	At ~~June~~September 30, 2011, and December 31, 2010, JPMorgan Chase held collateral relating to $~~39.3~~40.7 billion and $37.8 billion, respectively, of Standby letters of credit; and $~~1.7~~1.5 billion and $2.1 billion, respectively, of collateral related to Other letters of credit.

(e)

At ~~June~~September 30, 2011, and December 31, 2010, collateral held by the Firm in support of securities lending indemnification agreements totaled $~~207.9~~200.8 billion and $185.0 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 the notional amounts of derivative contracts qualifying as guarantees. For further discussion of guarantees, see Note 5 on pages ~~117–124~~119–126 and Note 21 on pages ~~167–171~~176–180 of this Form 10-Q.

(g)

At ~~June~~September 30, 2011, and December 31, 2010, included unfunded commitments of $~~876~~853 million and $1.0 billion, respectively, to third-party private equity funds; and $~~1.5~~1.4 billion and $1.4 billion, respectively, to other equity investments. These commitments included $~~815~~790 million and $1.0 billion, respectively, related to investments that are generally fair valued at net asset value as discussed in Note 3 on pages ~~102–114~~104–116 of this Form 10-Q. In addition, at ~~June~~September 30, 2011, and December 31, 2010, included letters of credit hedged by derivative transactions and managed on a market risk basis of $~~3.8~~3.9 billionand$3.8 billion, respectively .

Mortgage repurchase liability

In connection with the Firm’s mortgage loan sale and securitization activities with Fannie Mae and Freddie Mac (the “GSEs”) and other mortgage loan sale and private-label securitization transactions, the Firm has made representations and warranties that the loans sold meet certain requirements. 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~~warranties. Although there have been generalized

allegations that the Firm should repurchase loans sold or deposited into private-label securitizations, predominantly all of the repurchase demands received by the Firm and the Firm’s losses realized to date are related to ~~loans sold to~~transactions with the GSEs. The primary reasons for repurchase demands from the GSEs relate to alleged misrepresentations primarily arising from: (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. In substantially all instances where mortgage insurance has been rescinded, this resulted in a violation of representations and warranties made to the GSEs and, therefore, has also been a cause of repurchase demands from the GSEs.

From 2005 to 2008, excluding Washington Mutual, loans sold to the GSEs subject to certain representations and warranties for which the Firm may be liable were approximately $380 billion; this amount represents the principal amount sold and has not been adjusted for subsequent activity, such as borrower repayments of principal or repurchases completed to date. In addition, 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. For additional information regarding loans sold to the GSEs, see Repurchase liability on pages 98–101 of JPMorgan Chase’s 2010 Annual Report.

The Firm also sells loans in securitization transactions with Ginnie Mae; these loans are typically insured or guaranteed by a government agency. The Firm, in its role as servicer, may elect, but is not required, to repurchase delinquent loans securitized by Ginnie Mae, including those that have been sold back to Ginnie Mae subsequent to modification. Amounts due under the terms of these repurchased 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 made certain loan level representations and warranties in connection with approximately $450 billion of residential mortgage loans that were sold or deposited into private-label securitizations. Of the $450 billion originally sold or deposited (including $165 billion by Washington Mutual, as to which the Firm maintains that certain of the repurchase obligations remain with the FDIC receivership), approximately $~~185~~187 billion of principal has been repaid (including $6869 billion related to Washington Mutual). ~~Approximately~~In addition, approximately $9094 billion of the principal amount of loans has been liquidated (including $3234 billion related to Washington Mutual), with an average loss severity of 58%. The remaining outstanding principal balance of these loans (including Washington Mutual) was, as of ~~June~~September 30, 2011, approximately $~~175~~169 billion of which $6259 billion was 60 days or more past due. The remaining outstanding principal balance of loans related to Washington Mutual was approximately $6562 billion, of which $2322 billion were 60 days or more past due. For additional information regarding loans sold to private investors, see Repurchase liability on pages 98–101 of JPMorgan Chase’s 2010 Annual Report.

To date, although there have been generalized allegations that the Firm should repurchase loans sold or deposited into private-label securitizations, 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 calculated based on the Firm’s repurchase activity experience with the GSEs. While it is possible that the volume of repurchase demands from ~~other~~trustees or trustees directed by investors in private-label securitizations will increase in the future and that trustees or investors will pursue generalized allegations relating to a substantial portion of the Firm's private-label securitizations, the Firm cannot offer a reasonable estimate of those future demands based on historical experience to date. To the extent that repurchase demands are received related to loans that the Firm purchased from third parties that remain viable, the Firm typically will have the right to seek a recovery of related repurchase losses from the related third party. Claims related to private-label securitizations (including claims from insurers that have guaranteed certain obligations of the securitization trusts) have, thus far, generally manifested themselves through securities-related litigation. The Firm does not consider these claims in estimating its repurchase liability; rather, the Firm separately evaluates ~~its exposure to~~ such ~~litigation~~exposures in establishing its litigation reserves. For additional information regarding litigation, see Note 23 on pages ~~172–179~~181–189 of this Form 10-Q.

Estimated Mortgage Repurchase Liability

To estimate the Firm’s repurchase liability arising from breaches of representations and warranties, the Firm considers:


(i)	the level of outstanding unresolved repurchase demands,


(ii)	estimated probable future repurchase demands considering information about file requests, delinquent and liquidated loans, resolved and unresolved mortgage insurance rescission notices and the ~~Firm's~~Firm’s historical experience,


(iii)	the potential ability of the Firm to cure the defects identified in the repurchase demands (“cure rate”),


(iv)	the estimated severity of loss upon repurchase of the loan or collateral, make-whole settlement, or indemnification,


(v)	the Firm’s potential 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 $3.6 billion and $3.3 billion as of ~~June~~September 30, 2011, and December 31, 2010, respectively. For further discussion of the repurchase demand process and the approach used by the Firm to estimate the repurchase liability, see Repurchase liability on pages 98–101 of JPMorgan Chase’s 2010 Annual Report.

The following table provides information about outstanding repurchase demands and unresolved mortgage insurance rescission notices, excluding those related to Washington Mutual, at each of the past five quarter-end dates.

Outstanding repurchase demands and unresolved mortgage insurance rescission notices by counterparty type^(a)


(in millions)	June 30, 2011			March 31, 2011			December 31, 2010			September 30, 2010			June 30, 2010			September 30, 2011			June 30, 2011			March 31, 2011			December 31, 2010			September 30, 2010
GSEs and other	$	1,826		$	1,321		$	1,251		$	1,333		$	1,562		$	2,133		$	1,826		$	1,321		$	1,251		$	1,333
Mortgage insurers	1,093			1,240			1,121			1,007			1,319			1,112			1,093			1,240			1,121			1,007
Overlapping population^(b)	(145		)	(127		)	(104		)	(109		)	(239		)	(155		)	(145		)	(127		)	(104		)	(109		)
Total	$	2,774		$	2,434		$	2,268		$	2,231		$	2,642		$	3,090		$	2,774		$	2,434		$	2,268		$	2,231


(a)	~~Prior periods~~Periods prior to June 30, 2011, have been revised to include repurchase demands and mortgage insurance rescission notices related to certain loans sold or deposited into private-label securitizations. The Firm’s outstanding repurchase demands are predominantly from the GSEs.


(b)	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.

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. The Firm expects repurchase demands to remain at elevated ~~levels.~~levels or increase if there is a significant growth in private label repurchase demands.

Quarterly mortgage repurchase demands received by loan origination vintage^(a)


(in millions)	June 30, 2011		March 31, 2011		December 31, 2010		September 30, 2010		June 30, 2010		September 30, 2011		June 30, 2011		March 31, 2011		December 31, 2010		September 30, 2010
Pre-2005	$	32	$	15	$	39	$	31	$	37	$	34	$	32	$	15	$	39	$	31
2005	57		45		73		67		99		200		57		45		73		67
2006	363		158		198		213		300		232		363		158		198		213
2007	510		381		539		537		539		602		510		381		539		537
2008	301		249		254		191		186		323		301		249		254		191
Post-2008	89		94		65		46		53		153		89		94		65		46
Total repurchase demands received	$	1,352	$	942	$	1,168	$	1,085	$	1,214	$	1,544	$	1,352	$	942	$	1,168	$	1,085

(a) ~~Prior periods~~Periods prior to June 30, 2011, have been revised to include repurchase demands related to certain loans sold or deposited into private-label securitizations.

Quarterly mortgage insurance rescission notices received by loan origination vintage^(a)


(in millions)	June 30, 2011		March 31, 2011		December 31, 2010		September 30, 2010		June 30, 2010		September 30, 2011		June 30, 2011		March 31, 2011		December 31, 2010		September 30, 2010
Pre-2005	$	3	$	5	$	3	$	5	$	4	$	3	$	3	$	5	$	3	$	5
2005	24		32		9		7		9		15		24		32		9		7
2006	39		65		53		69		48		31		39		65		53		69
2007	72		144		142		134		182		63		72		144		142		134
2008	31		49		50		43		52		30		31		49		50		43
Post-2008	1		1		1		—		—		1		1		1		1		—
Total mortgage insurance rescissions received^(b)	$	170	$	296	$	258	$	258	$	295	$	143	$	170	$	296	$	258	$	258


(a)	~~Prior periods~~Periods prior to June 30, 2011, have been revised to include mortgage insurance rescission notices related to certain loans sold or deposited into private-label securitizations.


(b)	Mortgage insurance rescissions may ultimately result in a repurchase demand from the GSEs on a lagged basis. This table includes mortgage insurance rescission notices for which the GSEs may also have 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. Since the beginning of 2010, the Firm’s overall cure rate, excluding Washington Mutual, has been approximately 50%. Repurchases that have resulted from mortgage insurance rescissions are reflected in the Firm’s overall cure rate. 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%~~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 principal loss severities on finalized repurchases and “make-whole” settlements to date, 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.

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 ~~59%~~60% of loans underlying outstanding repurchase demands, excluding those related to Washington Mutual. 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.~~

which recoveries are being sought.

The Firm has entered into agreements with two mortgage insurers to resolve their claims on certain portfolios for which the Firm is a servicer. These two agreements cover and have resolved approximately one-third of the ~~Firm's~~Firm’s total mortgage insurance rescission risk exposure, both in terms of the unpaid principal balance of serviced loans covered by mortgage insurance and the amount of mortgage insurance coverage. The impact of these agreements is reflected in the repurchase liability and the disclosed outstanding mortgage insurance rescission notices as of ~~June~~September 30, 2011. The Firm has considered its remaining unresolved mortgage insurance rescission risk exposure in estimating the repurchase liability as of ~~June~~September 30, 2011.

Substantially all of the estimates and assumptions underlying the ~~Firm's~~Firm’s established methodology for computing its recorded repurchase liability – including the amount of probable future demands from purchasers, trustees or investors (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 that is not necessarily indicative of future expectations and uncertainty surrounding numerous external factors, including: (i) economic factors (for example, 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, mortgage insurers, trustees and ~~mortgage insurers.~~investors. 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.

The following table summarizes the change in the repurchase liability for each of the periods presented.

Summary of changes in mortgage repurchase liability


	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010
Repurchase liability at beginning of period	$	3,474		$	1,982		$	3,285		$	1,705		$	3,631		$	2,332		$	3,285		$	1,705
Realized losses^(a)	(241		)	(317		)	(472		)	(563		)	(329		)	(489		)	(801		)	(1,052		)
Provision for repurchase losses	398			667			818			1,190			314			1,464			1,132			2,654
Repurchase liability at end of period	$	3,631		$	2,332		$	3,631		$	2,332		$	3,616		$	3,307		$	3,616		$	3,307

(a)

Includes principal losses and accrued interest on repurchased loans, “make-whole” settlements, settlements with claimants, and certain related expenses. Make-whole settlements were $~~126~~162 million and $~~150~~225 million for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~241~~403 million and $~~255~~480 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.

The following table summarizes the total unpaid principal balance of repurchases during the periods indicated.

Unpaid principal balance of mortgage loan repurchases^(a)


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Ginnie Mae^(b)	$	1,228	$	3,230	$	2,713	$	5,240	$	1,558	$	2,064	$	4,271	$	7,304
GSEs and other^(c)(d)	247		494		463		815		385		452		848		1,267
Total	$	1,475	$	3,724	$	3,176	$	6,055	$	1,943	$	2,516	$	5,119	$	8,571

(a)

~~Excludes~~This table includes (i) repurchases of mortgage loans due to breaches of representations and warranties, and (ii) loans repurchased from Ginnie Mae loan pools or packages as described in (b) below. This table excludes transactions with 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). The Firm typically elects to repurchase these delinquent loans as it continues to service them and/or manage the foreclosure process in accordance with applicable requirements of Ginnie Mae, the Federal Housing Administration (“FHA”), Rural Housing ~~Administration~~Services (“~~RHA”~~RHS”) and/or the U.S. Department of Veterans Affairs (“VA”).


(c)	Predominantly all of the repurchases related to demands by GSEs.


(d)	Nonaccrual loans held-for-investment included $~~378~~415 million and $$354 million at ~~June~~September 30, 2011, and December 31, 2010, respectively, of loans repurchased as a result of breaches of representations and warranties.

CAPITAL MANAGEMENT

The following discussion of JPMorgan Chase’s capital management highlights developments since December 31, 2010, and should be read in conjunction with Capital Management on pages 102–106 of JPMorgan Chase’s 2010 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;

Retain flexibility 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 ~~June~~September 30, 2011, and December 31, 2010, 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 ~~June~~September 30, 2011, and December 31, 2010. 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.^(j)						Chase Bank USA, N.A.^(j)						Well-capitalized ratios^(j)		Minimum capital ratios^(j)		JPMorgan Chase & Co.⁽ⁱ⁾						JPMorgan Chase Bank, N.A.^(j)						Chase Bank USA, N.A.^(j)						Well-capitalized ratios^(j)		Minimum capital ratios^(j)
(in millions, except ratios)	June 30, 2011			Dec. 31, 2010			June 30, 2011			Dec. 31, 2010			June 30, 2011			Dec. 31, 2010							Sep. 30, 2011			Dec. 31, 2010			Sep. 30, 2011			Dec. 31, 2010			Sep. 30, 2011			Dec. 31, 2010
Regulatory capital
Tier 1^(a)	$	148,880		$	142,450		$	93,498		$	91,764		$	13,299		$	12,966						$	147,823		$	142,450		$	95,890		$	91,764		$	12,096		$	12,966
Total	187,899			182,216			131,537			130,444			16,789			16,659							186,510			182,216			133,405			130,444			15,596			16,659
Tier 1 common^(b)	121,209			114,763			92,715			90,981			13,299			12,966							120,234			114,763			95,113			90,981			12,096			12,966

Assets
Risk-weighted^(c)(d)	1,198,711			1,174,978			1,003,568			965,897			102,460			116,992							1,217,548			1,174,978			1,028,088			965,897			103,410			116,992
Adjusted average^(e)	2,129,510			2,024,515			1,701,794			1,611,486			104,073			117,368							2,168,678			2,024,515			1,750,868			1,611,486			103,789			117,368

Capital ratios
Tier 1^(a)(f)	12.4		%	12.1		%	9.3		%	9.5		%	13.0		%	11.1		%	6.0	%	4.0	%	12.1		%	12.1		%	9.3		%	9.5		%	11.7		%	11.1		%	6.0	%	4.0	%
Total^(g)	15.7			15.5			13.1			13.5			16.4			14.2			10.0		8.0		15.3			15.5			13.0			13.5			15.1			14.2			10.0		8.0
Tier 1 leverage^(h)	7.0			7.0			5.5			5.7			12.8			11.0			5.0	^(k)	3.0	^(l)	6.8			7.0			5.5			5.7			11.7			11.0			5.0	^(k)	3.0	^(l)
Tier 1 common^(b)	10.1			9.8			9.2			9.4			13.0			11.1			NA		NA		9.9			9.8			9.3			9.4			11.7			11.1			NA		NA

(a)

At ~~June~~September 30, 2011, for JPMorgan Chase and JPMorgan Chase Bank, N.A., trust preferred capital debt securities were $19.7 billion and $600 million, respectively. If these securities were excluded from the calculation at ~~June~~September 30, 2011, Tier 1 capital would be $~~129.1~~128.2 billion and $~~92.9~~95.3 billion, respectively, and corresponding Tier 1 capital ratios would be ~~10.8%~~10.5% and 9.3%, respectively. At ~~June~~September 30, 2011, Chase Bank USA, N.A. had no trust preferred capital debt securities.

(b)

The Tier 1 common ratio is Tier 1 common divided by RWA. Tier 1 common capital 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 capital, 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 (“RWA”) 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 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. RWA also incorporates a measure for the market risk related to applicable trading ~~assets~~ – ~~debt and equity instruments, and foreign exchange and commodity derivatives.~~assets. The resulting risk-weighted values for each of the risk categories are then aggregated to determine total RWA.


(d)	Included off–balance sheet RWA at ~~June~~September 30, 2011, of $~~300.8~~311.0 billion, $~~287.5~~299.7 billion and $3035 million, and at December 31, 2010, of $282.9 billion, $274.2 billion and $31 million, for JPMorgan Chase, JPMorgan Chase Bank, N.A. and Chase Bank USA, N.A., 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 RWA. Tier 1 capital consists of common stockholders’ equity, perpetual preferred stock, noncontrolling interests in subsidiaries and trust preferred capital debt securities, less goodwill, other intangible assets, the fair value of DVA on derivative and structured note liabilities related to the Firm's credit quality and certain other adjustments.


(g)	Total capital ratio is Total capital divided by RWA. 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 RWA.


(h)	Tier 1 leverage ratio is Tier 1 capital divided by adjusted quarterly average assets.


(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.~~

Chase reflect the elimination of intercompany transactions.


(j)	As defined by the regulations issued by the Federal Reserve, OCC and FDIC.


(k)	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.


(l)	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 their own measures of capital to be adjusted upward for deferred tax liabilities, which have resulted from both nontaxable business combinations and from tax-deductible goodwill. At ~~June~~September 30, 2011, and December 31, 2010, the Firm had deferred tax liabilities resulting from nontaxable business combinations totaling $~~576~~537 million and $647 million, respectively; and deferred tax liabilities resulting from tax-deductible goodwill of $2.1 billion and $1.9 billion, respectively.

A reconciliation of Total stockholders’ equity to Tier 1 common capital, Tier 1 capital and Total qualifying capital is presented in the table below.


Risk-based capital components and assets
(in millions)	June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Total stockholders’ equity	$	182,879		$	176,106		$	182,287		$	176,106
Less: Preferred stock	7,800			7,800			7,800			7,800
Common stockholders’ equity	175,079			168,306			174,487			168,306
Effect of certain items in accumulated other comprehensive income/(loss) excluded from Tier 1 common equity	(1,359		)	(748		)	(1,920		)	(748		)
Less: Goodwill^(a)	46,826			46,915			46,071			46,915
Fair value DVA on derivative and structured note liabilities related to the Firm’s credit quality	1,339			1,261			2,504			1,261
Investments in certain subsidiaries and other	995			1,032			846			1,032
Other intangible assets^(a)	3,351			3,587			2,912			3,587
Tier 1 common	121,209			114,763			120,234			114,763
Preferred stock	7,800			7,800			7,800			7,800
Qualifying hybrid securities and noncontrolling interests^(b)	19,871			19,887			19,789			19,887
Total Tier 1 capital	148,880			142,450			147,823			142,450
Long-term debt and other instruments qualifying as Tier 2	23,884			25,018			23,268			25,018
Qualifying allowance for credit losses	15,221			14,959			15,465			14,959
Adjustment for investments in certain subsidiaries and other	(86		)	(211		)	(46		)	(211		)
Total Tier 2 capital	39,019			39,766			38,687			39,766
Total qualifying capital	$	187,899		$	182,216		$	186,510		$	182,216
Risk-weighted assets	1,198,711			1,174,978			1,217,548			1,174,978
Total adjusted average assets	$	2,129,510		$	2,024,515		$	2,168,678		$	2,024,515


(a)	Goodwill and other intangible assets are 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 $~~121.2~~120.2 billion at ~~June~~September 30, 2011~~, compared with~~ ~~$114.8 billion~~ at ~~December 31, 2010~~, an increase of $~~6.4~~5.5 billion from December 31, 2010. The increase was predominantly due to net income (adjusted for DVA) of $~~10.9~~14.0 billion, lower deductions related to goodwill and other intangibles of $1.5 billion, and net issuances and commitments to issue common stock under the Firm’s employee stock-based compensation plans of $~~1.1~~1.5 billion. The increase was partially offset by $~~3.6~~8.0 billion of repurchases of common stock and warrants and $~~2.4~~3.5 billion of dividends on common and preferred stock. The Firm’s Tier 1 capital was $~~148.9~~147.8 billion at ~~June~~September 30, 2011~~, compared with~~ ~~$142.5 billion~~ at ~~December 31, 2010~~, an increase of $~~6.4~~5.4 billion from December 31, 2010. The increase in Tier 1 capital reflected the increase in Tier 1 common. Additional information regarding the Firm’s capital ratios and the federal regulatory capital standards to which it is subject is presented in Regulatory developments on pages 9–10 and Part II, Item 1A, Risk Factors on pages ~~192–193~~202–204 of this Form 10-Q, and Note 29 on pages 273–274 of JPMorgan Chase’s 2010 Annual Report.

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 (“Basel I”). 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 new 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. 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 2.5”

On January 11, 2011, the U.S. federal banking agencies issued a proposal for industry comment to revise the market risk capital rules of Basel II that would result in additional capital requirements for trading positions and securitizations. The Firm anticipates that these rules will be finalized by year-end 2011 and become effective in the first half of 2012. It is currently estimated that implementation of these rules could result in approximately a 100 basis point decrease in the Firm's Basel I Tier 1 common ratio, but the actual impact upon implementation on the Firm's capital ratios could differ depending upon the outcome of the final U.S. rules and regulatory approval of the Firm's internal models.

Basel III

In addition to the Basel II Framework, on December 16, 2010, the Basel Committee issued the final version of the Capital Accord, commonly referred to as “Basel III”, which revised Basel II by, among other things, 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. The Basel Committee also announced higher capital ratio requirements under Basel III, 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.

On June 25, 2011, the Basel Committee announced an agreement to require GSIBs to maintain ~~higher~~ Tier 1 common requirements above the 7% minimum in amounts ranging from an additional 1% to an additional 2.5%. ~~In addition, the~~The Basel Committee also stated it intended to require certain GSIBs to maintain ~~an additional~~a further Tier 1 common requirement of an additional 1% under certain circumstances, to act as a disincentive for the applicable GSIB from taking actions that would further increase its systemic importance. On July 19, 2011, the Basel Committee published a proposal on the GSIB assessment methodology, which reflects an approach based on five broad categories: size; interconnectedness; lack of substitutability; cross-jurisdictional activity; and complexity. In late September, the Basel Committee agreed to finalize the GSIB assessment methodology and Tier 1 common capital requirements.

In addition, the U.S. federal banking agencies have published, for public comment, proposed risk-based capital floors pursuant to the requirements of the Dodd-Frank Act to establish a permanent Basel I floor under Basel II and Basel III capital calculations.

Estimated Tier 1 common under Basel III rules

The Firm fully expects to be in compliance with the higher Basel III capital standards when they become effective on January 1, 2019, as well as any additional Dodd-Frank Act capital requirements when they are implemented. The Firm estimates that its Tier 1 common ratio under Basel III rules would be ~~7.6%~~7.7% as of ~~June~~September 30, 2011. Management considers this estimate, which is a non-GAAP financial measure, as a key measure to assess the Firm’s capital position in conjunction with its capital ratios under Basel I requirements, in order to enable management, investors and analysts to compare the Firm’s capital under the Basel III capital standards with similar estimates provided by other financial services companies.

~~Estimated Tier 1 common under Basel III rules~~

The following table presents a comparison of Tier 1 common under Basel I rules to an estimated Tier 1 common (a non-GAAP financial measure) under Basel III rules. Tier 1 common under Basel III includes additional adjustments and deductions not included in Basel I Tier 1 common, such as the inclusion of accumulated other comprehensive income (“AOCI”) related to available-for-sale (“AFS”) securities and defined benefit pension and other postretirement employee benefit plans, and the deduction of the Firm’s defined benefit pension fund assets.


(in millions, except ratios)	June 30, 2011
JPMorgan Chase & Co. (in millions, except ratios)				September 30, 2011
Tier 1 common under Basel I rules	$	121,209		$	120,234
Adjustments related to AFS securities and defined benefit pension and other postretirement employee benefit plans-related components of AOCI	1,362			1,867
Deduction for net defined benefit pension asset	(2,595		)	(2,631		)
All other adjustments	(26		)	(344		)
Estimated Tier 1 common under Basel III rules	$	119,950		$	119,126
Estimated risk-weighted assets under Basel III rules^(a)	$	1,569,410		$	1,549,246
Estimated Tier 1 common ratio under Basel III rules:^(b)	7.6		%
Estimated Tier 1 common ratio under Basel III rules^(b)				7.7		%

(a)

Key differences in the calculation of risk-weighted assets between Basel I and Basel III include: (a) Basel III credit risk RWA is based on risk-sensitive approaches which largely rely on the use of internal credit models and parameters, whereas Basel I RWA is based on fixed supervisory risk ~~weights~~weightings which vary only by counterparty type and asset class; (b) Basel III market risk RWA reflects the new capital requirements related to trading assets and securitizations (released by the Basel Committee in July 2009), which include incremental capital requirements for stress VaR, correlation trading, and re-securitization positions; and (c) Basel III includes RWA for operational risk, whereas Basel I does not.


(b)	The Tier 1 common ratio is Tier 1 common divided by RWA.

The Firm’s estimate of its Tier 1 common ratio under Basel III reflects its current understanding of the Basel III rules and the application of such rules to its businesses as currently conducted, and therefore excludes the impact of any changes the Firm may make in the future to its businesses as a result of implementing the Basel III rules. The Firm’s understanding of the Basel III rules are based on information currently published by the Basel Committee and U.S. federal banking agencies. The Firm intends to maintain its strong liquidity position in the future as the short-term liquidity coverage and term funding standards of the Basel III

rules are implemented, in 2015 and 2018, respectively. In order to do so the Firm believes it may need to modify the liquidity profile of certain of its assets and liabilities. Implementation of the Basel III rules may also cause the Firm to increase prices on, or alter the types of, products it offers to its customers and clients.

The Basel III revisions governing liquidity and capital requirements are subject to prolonged observation and transition periods. The observation periods for both the liquidity coverage ratio and term funding standards begin in 2011, with implementation in 2015 and 2018, respectively. The transition period for banks to meet the revised Tier 1 common equity requirement will begin in 2013, with implementation on January 1, 2019. The additional capital requirements for GSIBs will be phased-in starting January 1, 2016, with full implementation on January 1, 2019. 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.

Broker-dealer regulatory capital

JPMorgan Chase’s principal U.S. broker-dealer subsidiaries are J.P. Morgan Securities LLC (“JPMorgan Securities”) and J.P. Morgan Clearing Corp. (“JPMorgan Clearing”). JPMorgan Clearing is a subsidiary of JPMorgan Securities and provides clearing and settlement services. JPMorgan Securities and JPMorgan Clearing are each subject to Rule 15c3-1 under the Securities Exchange Act of 1934 (the “Net Capital Rule”). JPMorgan Securities and JPMorgan Clearing are also registered as futures commission merchants and subject to Rule 1.17 of the Commodity Futures Trading Commission (“CFTC”). Effective June 1, 2011, J.P. Morgan Futures Inc., a registered Futures Commission Merchant and a wholly owned subsidiary of JPMorgan Chase, merged with and into JPMorgan Securities. The merger created a combined Broker-Dealer / Futures Commission Merchant entity that provides capital and operational efficiencies.

JPMorgan Securities and JPMorgan Clearing have elected to compute their minimum net capital requirements in accordance with the “Alternative Net Capital Requirements” of the Net Capital Rule. At ~~June~~September 30, 2011, JPMorgan Securities’ net capital, as defined by the Net Capital Rule, was $~~11.3~~10.9 billion, exceeding the minimum requirement by $~~9.8~~9.3 billion, and JPMorgan Clearing’s net capital was $~~7.0~~6.6 billion, exceeding the minimum requirement by $~~5.0~~4.7 billion.

In addition to its minimum net capital requirement, JPMorgan Securities is required to hold tentative net capital in excess of ~~$1.0~~$1.0 billion and is also required to notify the U.S. Securities and Exchange Commission (“SEC”) in the event that tentative net capital is less than ~~$5.0~~$5.0 billion,, in accordance with the market and credit risk standards of Appendix E of the Net Capital Rule. As of ~~June~~September 30, 2011, 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 primarily based on four risk factors: credit, market, operational and private equity risk.


Economic risk capital	Quarterly Averages						Quarterly Averages
(in billions)	2Q11		4Q10		2Q10		3Q11		4Q10		3Q10
Credit risk	$	47.6	$	50.9	$	48.1	$	48.2	$	50.9	$	50.6
Market risk	15.4		14.9		15.6		14.0		14.9		16.0
Operational risk	8.5		7.3		7.5		8.6		7.3		7.4
Private equity risk	7.3		6.9		6.0		6.8		6.9		6.6
Economic risk capital	78.8		80.0		77.2		77.6		80.0		80.6
Goodwill	48.8		48.8		48.3		48.6		48.8		48.7
Other^(a)	46.5		38.0		33.6		48.3		38.0		34.7
Total common stockholders’ equity	$	174.1	$	166.8	$	159.1	$	174.5	$	166.8	$	164.0


(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 regulatory capital requirements (including Basel III Tier 1 common capital requirements), economic risk measures 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, 2011, capital allocated to CSCard was reduced by ~~$2.0~~$2.4 billion, to ~~$13.0~~$16.0 billion,, largely reflecting portfolio runoff and the improving risk profile of the business; capital allocated to TSS was increased by ~~$500~~$500 million,, to ~~$7.0~~$7.0 billion,, reflecting growth in the underlying business. The Firm continues to assess the level of capital required for each line of business, as well as the assumptions and methodologies used to allocate capital to the business segments, and further refinements may be implemented in future periods.

Line of business equity
(in billions) June 30, 2011 December 31, 2010
Investment Bank $ 40.0
$ 40.0

Retail Financial Services 28.0
28.0

Card Services 13.0
15.0

Commercial Banking 8.0
8.0

Treasury & Securities Services 7.0
6.5

Asset Management 6.5
6.5

Corporate/Private Equity 72.6
64.3

Total common stockholders’ equity $ 175.1
$ 168.3


Line of business equity	Quarterly Averages
(in billions)	2Q11		4Q10		2Q10		September 30, 2011			December 31, 2010
Investment Bank	$	40.0	$	40.0	$	40.0		$	40.0		$	40.0
Retail Financial Services	28.0		28.0		28.0			25.0			24.6
Card Services	13.0		15.0		15.0
Card Services & Auto								16.0			18.4
Commercial Banking	8.0		8.0		8.0			8.0			8.0
Treasury & Securities Services	7.0		6.5		6.5			7.0			6.5
Asset Management	6.5		6.5		6.5			6.5			6.5
Corporate/Private Equity	71.6		62.8		55.1			72.0			64.3
Total common stockholders’ equity	$	174.1	$	166.8	$	159.1		$	174.5		$	168.3



Line of business equity	Quarterly Averages
(in billions)	3Q11		4Q10		3Q10
Investment Bank	$	40.0	$	40.0	$	40.0
Retail Financial Services	25.0		24.6		24.6
Card Services & Auto	16.0		18.4		18.4
Commercial Banking	8.0		8.0		8.0
Treasury & Securities Services	7.0		6.5		6.5
Asset Management	6.5		6.5		6.5
Corporate/Private Equity	72.0		62.8		60.0
Total common stockholders’ equity	$	174.5	$	166.8	$	164.0

Capital actions

Dividends

On March 18, 2011, the Board of Directors increased the Firm’s quarterly common stock dividend from $0.05 to $0.25 per share, effective with the dividend paid on April 30, 2011, to shareholders of record on April 6, 2011. The Firm’s common stock dividend policy reflects JPMorgan Chase’s earnings outlook; desired dividend payout ratio; capital objectives; and alternative investment opportunities. The Firm’s current expectation is to return to a payout ratio of approximately 30% of normalized earnings over time. When management and the Board determine that it is appropriate to consider further increasing the common stock dividend, the Firm expects to review those plans with its regulators before taking action. For a further discussion of the Firm’s dividend payments, see Dividends on page 106 of JPMorgan Chase’s 2010 Annual Report.

~~Stock~~Common equity repurchases

On March 18, 2011, the Board of Directors approved a $15.0 billion common equity (i.e., common stock and warrants) repurchase program, of which $8.0 billion is authorized for repurchase in 2011. The $15.0 billion repurchase program supersedes a $10.0 billion repurchase program approved in 2007. During the three and ~~six~~nine months ended ~~June~~September 30, 2011, the Firm repurchased an aggregate of 80127 million and 82210 million shares of common stock and warrants, for $~~3.5~~4.4 billion and $~~3.6~~8.0 billion, at an aggregate average price per ~~share~~unit of $~~43.33~~34.72 and $~~43.39~~38.12, respectively. ~~As of~~ ~~June 30, 2011~~, ~~$11.4 billion~~ ~~of authorized repurchase capacity remained, of which~~ ~~$4.4 billion~~ ~~of approved capacity remains for use during~~ ~~2011. For the~~ ~~seven~~ ~~months ended~~ ~~July 31, 2011, the Firm has repurchased an aggregate of~~ ~~99 million~~ ~~shares for~~ ~~$4.3 billion~~ ~~at an average price per share of~~ ~~$42.91~~.

Management and the Board will continue to assess and make decisions regarding alternatives for deploying capital, as appropriate, over the course of the year. Any planned use of the repurchase program beyond the repurchases approved for 2011 will be reviewed by the Firm with banking regulators before taking action. For a further discussion of the Firm’s ~~stock~~common equity repurchase program, see Stock repurchases on page 106 of JPMorgan Chase’s 2010 Annual Report.

The Firm may, from time to time, enter into written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934 to facilitate repurchases 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~~equity – 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 ~~193–194~~204–205 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. The Firm employs a holistic approach to risk management to ensure the broad spectrum of risk types are considered in managing its business activities. The Firm’s risk management framework is intended to create a culture of risk awareness and personal responsibility throughout the Firm where collaboration, discussion, escalation and sharing of information is encouraged.

The Firm’s overall risk appetite is established in the context of the Firm’s capital, earnings power, and diversified business model. The Firm employs a formalized risk appetite framework to clearly link risk appetite and return targets, controls and capital management. 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, as well as how they are managed by the Firm, see Risk Management on pages 107–109 of JPMorgan Chase’s 2010 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, 2010, and should be read in conjunction with pages 110–115 of JPMorgan Chase’s 2010 Annual Report.

~~The~~Liquidity is essential to the ability to operate financial services businesses and therefore 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 relies on external sources to finance a significant portion of its operations, and the Firm’s funding strategy is intended to ensure that it will have sufficient liquidity and a diversity of funding sources necessary to enable it to meet actual and contingent liabilities ~~through~~during both normal and stress periods.

JPMorgan Chase’s primary sources of liquidity include a diversified deposit base, which was $~~1,048.7~~1,092.7 billion at ~~June~~September 30, 2011, and access to the equity capital markets and long-term unsecured and secured funding sources, including through asset securitizations and borrowings from Federal Home Loan Banks (“FHLBs”). Additionally, JPMorgan Chase maintains significant amounts of highly-liquid unencumbered assets. The Firm actively monitors the availability of funding in the wholesale 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 ~~June~~September 30, 2011, and believes that the Firm’s unsecured and secured funding capacity is sufficient to meet its on- and off-balance sheet obligations. The Firm was able to access the funding markets as needed during the ~~six~~nine months ended ~~June~~September 30, 2011., despite increased market volatility.

Governance

The Firm’s governance process is designed to ensure that its liquidity position remains strong. The Asset-Liability Committee reviews and approves the Firm’s liquidity policy and contingency funding plan. Corporate Treasury formulates and is responsible for executing the Firm’s liquidity policy and contingency funding plan as well as measuring, monitoring, reporting and managing the Firm’s liquidity risk profile. JPMorgan Chase 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. This centralized approach involves frequent communication with the business segments, disciplined management of liquidity at the parent holding company, comprehensive market-based pricing of all assets and liabilities, continuous balance sheet monitoring, frequent stress testing of liquidity sources, and frequent reporting to and communication with senior management and the Board of Directors regarding the Firm’s liquidity position.

Liquidity monitoring

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, as discussed below). A second set of analyses focuses on measurements of the Firm’s reliance on short-term unsecured funding as a percentage of total liabilities, as well as the relationship of short-term unsecured funding to highly-liquid assets, the deposits-to-loans ratio and other balance sheet measures.

The Firm performs regular liquidity stress tests as part of its liquidity monitoring activities. The purpose of the liquidity stress tests is intended to ensure sufficient liquidity for the Firm under both idiosyncratic and systemic market stress conditions. These scenarios measure the Firm’s liquidity position across a full-year horizon by analyzing the net funding gaps resulting from contractual and contingent cash and collateral outflows versus the Firm’s ability to generate additional liquidity by pledging or selling excess collateral and issuing unsecured debt. The scenarios are produced for the parent holding company and major bank subsidiaries as well as the Firm’s major U.S. broker-dealer subsidiaries.

The Firm currently has liquidity in excess of its projected full-year liquidity needs under both the idiosyncratic stress scenario (which evaluates the Firm’s net funding gap after a short-term ratings downgrade to A-2/P-2), as well as under the systemic market stress scenario (which evaluates the Firm’s net funding gap during a period of severe market stress similar to market conditions in 2008 and assumes that the Firm is not uniquely stressed versus its peers).

Parent holding company

Liquidity monitoring of the parent holding company 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 company issuance activity is used to purchase liquid collateral through reverse repurchase agreements or is placed with both bank and nonbank subsidiaries in the form of deposits and advances to satisfy a portion of subsidiary funding requirements. 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 of the aforementioned deposits and advances.

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, U.S. government agency debt, and agency ~~mortgage-backed securities (“MBS”).~~MBS. The liquidity amount estimated 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 ~~June~~September 30, 2011, the Global Liquidity Reserve was estimated to be approximately $404 billion, compared with approximately ~~$262~~$262 billion at December 31, 2010. The increase in the Global Liquidity Reserve reflected ~~a higher level~~the placement of ~~balances due from~~funds with various central banks, including Federal Reserve Banks, ~~predominantly~~during the third quarter of 2011, which was driven by ~~overall growth in wholesale clients’ cash management activities during the first six months of 2011 and~~ an increase in ~~inflows~~deposits. For further discussion see Sources of ~~short-term wholesale deposits from TSS clients toward the end of June 2011.~~funds below.

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.

Funding

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 ~~June~~September 30, 2011, total deposits for the Firm were $~~1,048.7~~1,092.7 billion, compared with $930.4 billion at December 31, 2010. The significant increase in deposits was predominantly due to an overall growth in wholesale client balances and, to a lesser extent, consumer deposit balances. The increase in wholesale client balances, particularly in TSS and CB, was primarily driven by lower returns on other available alternative investments and low interest rates during the first nine months of 2011. Also contributing to the increase in deposits was growth in the number of clients and level of deposits in AM and RFS (the RFS deposits were net of attrition related to Washington Mutual formerly free checking accounts). Average total deposits for the Firm were $~~979.9~~1,038.5 billion and ~~$878.6~~$872.7 billion for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and ~~were~~ $~~955.3~~983.3 billion and ~~$878.0~~$876.2 billion for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.

The Firm typically experiences higher customer deposit inflows at period-ends. A significant portion of the Firm’s deposits are retail deposits (36% and 40% at ~~June~~September 30, 2011, and December 31, 2010, 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 to be 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 ~~June~~September 30, 2011, the ~~Firm's~~Firm’s deposits-to-loans ratio was ~~152%~~157%, compared with 134% at December 31, 2010. For ~~further~~other 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 ~~17–~~16–48 and 49–51, respectively, of this Form 10-Q.

Additional sources of funding include a variety of unsecured and secured short-term and long-term instruments. Short-term unsecured funding sources include federal funds and Eurodollars purchased, certificates of deposit, time deposits, commercial paper and other borrowed funds. Long-term unsecured funding sources include long-term debt, preferred stock and common stock.

The Firm’s short-term secured sources of funding consist of securities loaned or sold under agreements to repurchase and borrowings from the Chicago, Pittsburgh and San Francisco FHLBs. Secured long-term funding sources include asset-backed securitizations, and borrowings from the Chicago, Pittsburgh and San Francisco FHLBs.

Funding markets are evaluated on an ongoing basis to achieve an appropriate global balance of unsecured and secured funding at favorable rates.

Short-term funding

The Firm’s reliance on short-term unsecured funding sources is limited. Short-term unsecured funding sources include federal funds and Eurodollars purchased, which represent overnight funds; certificates of deposit; time deposits; commercial paper, which is generally issued in amounts not less than $100,000 and with maturities of 270 days or less; and other borrowed funds, which consist of demand notes, term federal funds purchased, and various other borrowings that generally have maturities of one year or less.

Total commercial paper liabilities were $~~51.2~~51.1 billion as of ~~June~~September 30, 2011, compared with $35.4 billion as of December 31, 2010. However, of those totals, $~~43.5~~46.0 billion and $29.2 billion as of ~~June~~September 30, 2011, and December 31, 2010, 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 $~~7.7~~5.1 billion as of ~~June~~September 30, 2011, compared with $6.2 billion as of December 31, 2010; ~~in addition,~~ the average balance of commercial paper liabilities sourced from wholesale funding markets were $~~7.4~~5.5 billion and $~~7.9~~7.1 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively.

Securities loaned or sold under agreements to repurchase, which generally mature between one day and three months, are secured predominantly by high-quality securities collateral, including government-issued debt, agency debt and agency MBS. The balances of securities loaned or sold under agreements to repurchase, which constitute a significant portion of the federal funds purchased and securities loaned or sold under repurchase agreements, was $~~252.6~~237.4 billion as of ~~June~~September 30, 2011, compared with $273.3 billion

as of December 31, 2010; the average balance was ~~$277.4~~$233.5 billion and ~~$274.3~~$260.6 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively. At ~~June~~September 30, 2011, the decline in the balance, compared with the balance at December 31, 2010, and the average ~~balances~~balance for the ~~three and six~~nine months ended ~~June~~September 30, 2011, was driven largely by lower financing of the ~~Firm's~~Firm’s trading assets ~~as well as lower client financing balances.~~and agency MBS AFS Securities. The balances associated with securities loaned or sold under agreements to repurchase fluctuate over time due to customers’ investment and financing activities; the Firm’s demand for financing; the Firm’s matched book 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 49–51, Note 12 on page ~~133~~135 and Note 18 on page ~~164~~173 of this Form 10-Q.

Total other borrowed funds was $~~30.2~~29.3 billion as of ~~June~~September 30, 2011, compared with $34.3 billion as of December 31, 2010; the average balance of other borrowed funds was ~~$36.9~~$30.1 billion and ~~$35.2~~$33.5 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively. At ~~June~~September 30, 2011, the decline in the balance, compared with the balance at December 31, 2010, and the average balances for the three and ~~six~~nine months ended ~~June~~September 30, 2011, was predominantly driven by ~~lower financing of the Firm's trading assets, and~~ maturities of short-term unsecured bank notes and short-term FHLB advances.

Long-term funding and issuance

During the three months ended ~~June~~September 30, 2011, the Firm issued $~~18.8~~8.4 billion of long-term debt, including $~~12.9~~4.4 billion of senior notes issued in the U.S. market, $~~1.4 billion~~385 million of senior notes issued in non-U.S. markets, and $~~4.5~~3.6 billion of IB structured notes. In addition, in ~~July~~October 2011, the Firm issued ~~$2.3~~$1.8 billion of senior notes in the U.S. ~~market.~~market and $652 million of senior notes in non-U.S. markets. During the three months ended ~~June~~September 30, 2010, the Firm issued $~~7.1~~9.0 billion of long-term debt, including $~~1.3~~4.4 billion of senior notes issued in U.S. markets, $2.0 billion of senior notes issued in non-U.S. markets and $~~1.5~~2.6 billion of ~~trust preferred capital~~IB structured notes. During the three months ended September 30, 2011, $11.0 billion of long-term debt ~~securities, and~~matured or was redeemed, including $4.3 billion of IB structured notes. During the three months ended ~~June~~September 30, ~~2011~~2010, $~~11.4~~9.3 billion of long-term debt matured or was redeemed, including $~~4.5 billion~~ ~~of IB structured notes. During the three months ended~~ ~~June 30, 2010~~, ~~$16.2 billion~~ ~~of long-term debt matured or was redeemed, including~~ ~~$5.4~~4.7 billion of IB structured notes.

During the ~~six~~nine months ended ~~June~~September 30, 2011, the Firm issued $~~31.8~~40.2 billion of long-term debt, including $~~19.9~~24.3 billion of senior notes issued in the U.S. market, $~~4.1~~4.5 billion of senior notes issued in non-U.S. markets, and $~~7.8~~11.4 billion of IB structured notes. During the ~~six~~nine months ended ~~June~~September 30, 2010, the Firm issued ~~$18.0~~$27.0 billion of long-term debt, including ~~$6.9~~$11.3 billion of senior notes issued in U.S. markets, ~~$904 million~~$2.9 billion of senior notes issued in non-U.S. markets, $1.5 billion of trust preferred capital debt securities and ~~$8.7~~$11.3 billion of IB structured notes. During the ~~six~~nine months ended ~~June~~September 30, 2011, $~~29.5~~40.5 billion of long-term debt matured or was redeemed, including $~~10.1~~14.4 billion of IB structured notes. During the ~~six~~nine months ended ~~June~~September 30, 2010, ~~$30.3~~$39.6 billion of long-term debt matured or was redeemed, including ~~$12.8~~$17.5 billion of IB structured notes.

In addition to the unsecured long-term funding and issuances discussed above, the Firm securitizes consumer credit card loans, residential mortgages, auto loans and student loans for funding purposes. During the three months ended ~~June~~September 30, 2011, the Firm did not securitize any consumer loans for funding purposes, and $3.6 billion of loan securitizations matured or were redeemed, including $3.5 billion of credit card loan securitizations, $38 million of residential mortgage loan securitizations and $91 million of student loan securitizations. During the three months ended September 30, 2010, the Firm did not securitize any loans for funding purposes, and $8.8 billion of loan securitizations matured or were redeemed, including $8.6 billion of credit card loan securitizations, $50 million of residential mortgage loan securitizations, $89 million of student loan securitizations, and $32 million of auto loan securitizations.

During the nine months ended September 30, 2011, the Firm securitized $1.0 billion of credit card loans, and ~~$3.2~~$13.4 billion of loan securitizations matured or were redeemed, including ~~$3.0~~$13.1 billion of credit card loan securitizations, ~~$39~~$121 million of residential mortgage loan securitizations and ~~$77~~$244 million of student loan securitizations. During the ~~three~~nine months ended ~~June~~September 30, 2010, the Firm did not securitize any loans ~~through consolidated or nonconsolidated securitization trusts~~ for funding purposes, and ~~$6.8~~$22.2 billion of loan securitizations matured or were redeemed, including ~~$6.6~~$21.7 billion of credit card loan securitizations, ~~$47~~$140 million of residential mortgage loan securitizations, ~~$72~~$245 million of student loan securitizations, and ~~$36 million of auto loan securitizations.~~

~~During the six months ended~~ ~~June 30, 2011~~, the Firm securitized $1.0 billion of credit card loans, and $9.8 billion of loan securitizations matured or were redeemed, including $9.6 billion of credit card loan securitizations, $83 million of residential mortgage loan securitizations and $153 million of student loan securitizations. During the six months ended ~~June 30, 2010~~, the Firm did not securitize any loans through consolidated or nonconsolidated securitization trusts for funding purposes, and $13.5 billion of loan securitizations matured or were redeemed, including $13.2 billion of credit card loan securitizations, $90 million of residential mortgage loan securitizations, $156 million of student loan securitizations, and $75$107 million of auto loan securitizations.

In addition, the Firm’s wholesale businesses securitize loans for client-driven transactions and those client-driven loan securitizations are not considered to be a source of funding for the Firm. For the three months ended ~~June~~September 30, 2011 and 2010, ~~$265~~$107 million and ~~$352~~$179 million, respectively, of client-driven loan securitizations matured or were redeemed. For the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, ~~$277~~$384 million and ~~$1.1~~$1.3 billion, respectively, of client-driven loan securitizations

matured or were redeemed. For further discussion of loan securitizations, see Note 1615 on pages ~~159–163~~160–168 in this Form 10-Q.

During the three months ended ~~June~~September 30, 2011, the Firm did not borrow from FHLBs and there were $5$7 million of maturities. For the three months ended ~~June~~September 30, 2010, the Firm borrowed $~~1.0~~9.1 billion from FHLBs, which ~~were more than~~was partially offset by $5.0 billion of maturities. During the ~~six~~nine months ended ~~June~~September 30, 2011, the Firm borrowed $4.0 billion from FHLBs, which ~~were~~was partially offset by $2.5 billion of maturities. For the ~~six~~nine months ended ~~June~~September 30, 2010, the Firm borrowed $~~2.5~~11.6 billion from FHLBs, which were more than offset by $~~13.5~~18.5 billion of maturities.

Cash flows

Cash and due from banks was $~~30.5~~56.8 billion and $~~32.8~~24.0 billion at ~~June~~September 30, 2011 and 2010, respectively. These balances increased by $~~2.9~~29.2 billion from December 31, 2010, and decreased by $~~6.6~~2.2 billion from December 31, 2009, respectively. The following discussion highlights the major activities and transactions that affected JPMorgan Chase’s cash flows for the ~~six~~nine months ended ~~June~~September 30, 2011 and ~~June 30,~~ 2010, respectively.

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 and risk management activities, and market conditions. 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 ~~six~~nine months ended ~~June~~September 30, 2011, net cash provided by operating activities was $~~58.7~~66.5 billion. This resulted from a decrease in trading assets –- debt and equity instruments, driven by lower client market-making activity in IB, ~~primarily due to~~resulting in declines in equity securities and U.S. government agency mortgage-backed ~~securities and equity~~ securities, partially offset by an increase in ~~non-U.S. government debt~~U.S. treasury securities; a decrease in trading assets – derivative receivables largely due to a reduction in foreign exchange derivatives partially offset by an increase in equity derivatives from IB’s market-making activity; and an increase in accounts payable and other liabilities largely due to higher IB ~~Prime Services~~ customer ~~balances.~~balances; an increase in trading liabilities – derivative payables predominantly due to increases in interest rate derivative balances driven by declining interest rates and increases in commodity derivative balances driven by price movements in base metals and energy. Partially offsetting these cash proceeds ~~were a decrease~~was an increase in trading ~~liabilities~~assets – ~~derivatives payable largely~~derivative receivables predominantly due to the aforementioned ~~reduction of the foreign exchange derivatives partially offset by the increase~~declining interest rates and increases in ~~equity derivatives; and an increase in accrued interest and accounts receivable largely reflecting higher receivables from securities transactions pending settlement.~~commodity derivative balances. Net cash generated from operating activities was higher than net income largely as a result of adjustments for noncash items such as the provision for credit losses, depreciation and amortization, and stock-based compensation. Additionally, cash provided by proceeds from sales and paydowns of loans originated or purchased with an initial intent to sell was ~~slightly~~ higher than cash used to acquire such loans, and also reflected a higher level of activity over the prior-year period.

For the ~~six~~nine months ended ~~June~~September 30, 2010, net cash ~~provided~~used by operating activities was $~~45.7~~4.9 billion, mainly driven by an increase primarily ~~driven~~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 ~~reflecting an increase in business activity in markets outside of the U.S., mainly Asia/Pacific, in the first quarter of 2010, partially offset by a decrease in trading assets~~ driven by ~~lower client flows as a result of unfavorable financial markets in the second quarter of 2010. Also, net~~short positions taken to facilitate customer trading. Net cash was generated from ~~operating activities was higher than~~ net income ~~largely as a result of~~and from adjustments for non-cash items such as the provision for credit losses, ~~stock-based compensation, and~~ depreciation and ~~amortization. Proceeds~~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.

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 ~~six~~nine months ended ~~June~~September 30, 2011, net cash of $~~145.8~~169.7 billion was used in investing activities. This resulted from a significant increase in deposits with banks reflecting ~~a higher level~~the placement of ~~deposit balances at~~funds with various central banks, including Federal Reserve Banks during the third quarter of 2011, predominantly resulting from the ~~result of an~~ overall growth in wholesale ~~clients' cash management activities in the first six months of 2011, as well as~~client deposits; an increase in inflows of short-term wholesale deposits from TSS clients toward the end of June 2011, and an increase in wholesale loans reflecting growth in client activity in all of the Firm’s wholesale businesses. Partially offsetting these cash outflows were a decline in securities purchased under resale agreements, predominantly in IB, reflecting ~~lower~~higher client financing activity; an increase in loans reflecting continued growth in client activity across all of the Firm’s wholesale businesses; and net purchases of AFS securities, largely due to repositioning of the portfolio in Corporate in response to changes in the market environment. Partially offsetting these cash outflows were a ~~decrease~~decline in ~~credit card~~ loans from the continued portfolio runoff in ~~CS reflecting~~RFS, as well as lower seasonal balances, higher repayment rates, continued runoff of the Washington Mutual portfolio and the sale of the ~~Kohl’s portfolio; and a decrease in loans in RFS reflecting paydowns, portfolio runoff and repayments.~~Kohl's portfolio.

For the ~~six~~nine months ended ~~June~~September 30, 2010, net cash of $~~73.7~~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~~Banks and lower interbank lending as market stress had 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;~~loans, continued runoff of the residential real estate portfolios, ~~in RFS; and~~ repayments and loan sales in ~~IB and~~IB; continued low client ~~demand for wholesale loans;~~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.

Cash flows from financing activities

The Firm’s financing activities primarily reflect cash flows related to taking customer deposits, and issuing long-term debt as well as preferred and common stock. For the ~~six~~nine months ended ~~June~~September 30, 2011, net cash provided by financing activities was $~~89.3~~132.4 billion. This was largely driven by a significant increase in deposits, predominantly ~~as a result of~~due to an overall growth in wholesale ~~clients' cash management activities during the first six months of 2011,~~client balances and, to a lesser extent, consumer deposit balances; and an increase in inflows of short-term wholesale deposits from TSS clients toward the end of June 2011, and growth in the number of clients and higher balances in CB, AM and RFS (the RFS deposits were net of the attrition related to inactive and low-balance Washington Mutual accounts); an increase in commercial

paper ~~and other borrowed funds~~ due to growth in the volume of liability balances in sweep accounts related to TSS’s cash management ~~product; and a modest incremental increase in commercial paper issued in wholesale funding markets.~~product. Cash was used to reduce securities sold under repurchase agreements, predominantly in IB, due to lower ~~financings~~financing of the Firm’s trading ~~assets as well as lower client financing balances;~~assets; for net repayments of long-term borrowings, including a decline in long-term beneficial interests issued by consolidated VIEs due to maturities of Firm-sponsored credit card securitization transactions; to reduce other borrowed funds, predominantly driven by maturities of short-term unsecured bank notes and short-term FHLB advances; for repurchases of common stock and warrants, and payments of cash dividends on common and preferred stock.

In the first ~~six~~nine months of 2010, net cash used in financing activities was $~~112.3~~18.6 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 borrowings, including a decline in long-term beneficial interests issued by consolidated VIEs due to maturities ofrelated to Firm-sponsored credit card securitization transactions and a decline in long-term advances from FHLBs due to maturities; payments of cash dividends; and repurchases of common stock. ~~Additionally, cash~~Cash was ~~used~~generated as a result of ~~a decline~~an increase in securities ~~loaned or~~ sold under repurchase agreements largely ~~due to reduced funding requirements associated with lower AFS~~as a result of an increase in securities ~~in Corporate and reduced short-term funding requirements~~purchased under resale agreement activity levels in IB.

Credit ratings

The cost and availability of financing are influenced by credit ratings. Reductions in these 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 ratings downgrade on the funding requirements for VIEs, and on derivatives and collateral agreements, see Special-purpose entities on page 52, and Note 5 on pages ~~117–124,~~119–126, respectively, 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 credit ratings of the parent holding company and each of the Firm’s significant banking subsidiaries as of ~~June~~September 30, 2011, were as follows.



	Short-term debt			Senior long-term debt
	Moody’s	S&P	Fitch	Moody’s	S&P	Fitch
JPMorgan Chase & Co.	P-1	A-1	F1+	Aa3	A+	AA-
JPMorgan Chase Bank, N.A.	P-1	A-1+	F1+	Aa1	AA-	AA-
Chase Bank USA, N.A.	P-1	A-1+	F1+	Aa1	AA-	AA-

The senior unsecured ratings from Moody’s, S&P and Fitch on JPMorgan Chase and its principal bank subsidiaries remained unchanged at ~~June~~September 30, 2011, from December 31, 2010. At ~~June~~September 30, 2011, Moody’s outlook was negative, while S&P’s and Fitch’s outlook was stable.

On July 18, 2011, Moody’s placed the long-term debt ratings of the Firm and its subsidiaries under review for possible downgrade. The Firm’s current long-term debt ratings by Moody’s reflect “support uplift” above the Firm’s stand-alone financial strength due to Moody’s assessment of the likelihood of U.S. government support. Moody’s action was directly related to Moody’s placing the U.S. government’s Aaa rating on review for possible downgrade on July 13, 2011. Moody’s indicated that the action did not reflect a change to Moody’s opinion of the Firm’s stand-alone financial strength. The short-term debt ratings of the Firm and its subsidiaries were affirmed and were not affected by the action. Subsequently, on August 3, 2011, Moody’s confirmed the long-term debt ratings of the Firm and its subsidiaries at their current levels and assigned a negative outlook on the ratings. The rating confirmation was directly related to Moody’s confirmation on August 2, 2011, of the Aaa rating assigned to the U.S. government.

If the Firm’s senior long-term debt ratings were downgraded by one notch or two notches, the Firm believes its cost of funds would increase; however, the Firm’s ability to fund itself would not be materially adversely impacted. JPMorgan Chase’s unsecured debt does not contain requirements that would call for an acceleration of payments, maturities or changes in the structure of the existing debt, provide any limitations on future borrowings or require additional collateral, based on unfavorable changes in the Firm’s credit ratings, financial ratios, earnings, or stock price.

Several rating agencies have announced that they ~~will be~~are 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

For a further discussion onof the Firm’s credit risk management framework, see pages 116–118 of JP Morgan Chase’s 2010 Annual Report.

The following table presents JPMorgan Chase’s credit portfolio as of ~~June~~September 30, 2011, and December 31, 2010. Total credit exposure was $1.8 trillion at ~~June~~September 30, 2011, an increase of $~~711 million~~39.5 billion from December 31, 2010, reflecting increases in derivative receivables of $28.4 billion, lending related commitments of $14.4 billion, and loans of $3.9 billion. These increases were partially offset by a decrease in receivables from customers and interests in purchased receivables of $7.2 billion. The $39.5 billion net increase during the first nine months of 2011 in total credit exposure reflected an increase in the wholesale portfolio of $~~37.4~~86.5 billion partially offset by ~~decreases~~a decrease in the consumer portfolio of $~~36.7~~47.0 billion. ~~During the first~~ ~~six~~ ~~months of~~ ~~2011, increases in lending-related commitments of~~ ~~$7.3 billion~~ ~~were offset by decreases in loans and derivative receivables of~~ ~~$3.2 billion~~ ~~and~~ ~~$3.1 billion, respectively.~~

The Firm provided credit to and raised capital of more than $~~990 billion~~1.3 trillion for ~~it's~~its clients during the first ~~six~~nine months of ~~2011.~~2011, up 22% compared with the same period last year; this included $12.6 billion lent to small businesses, up 71%. The Firm also originated ~~mortgages to~~ more than ~~360,000~~560,000 ~~people;~~mortgages; provided credit cards to approximately ~~4.6~~6.6 million people; lent or increased credit to more than ~~16,800~~25,800 small businesses; lent to more than ~~800~~1,100 not-for-profit and government entities, including states, municipalities, hospitals and universities; extended or increased loan limits to approximately ~~3,000~~4,300 middle market companies; and lent to or raised capital for more than ~~5,000~~6,500 other corporations. The Firm is the #1 Small Business Administration lender in the U.S. with more loans made than any other lender. In 2009 and 2010, the Firm lent more than $7 billion and $10 billion, respectively, to small businesses, and has committed to lend at least $12 billion in 2011. The Firm remains committed to helping homeowners and preventing foreclosures. Since the beginning of 2009, the Firm has offered ~~1,177,000~~1,224,000 trial modifications to struggling homeowners.

In the table below, reported loans include loans retained (i.e., held-for-investment); 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. For additional information on the Firm’s loans and derivative receivables, including the Firm’s accounting policies, see Note 13 and Note 5 on pages ~~134–148~~136–157 and ~~117–124,~~119–126, respectively, of this Form 10-Q, and Note 14 and Note 6 on pages 220–238 and 191–199, respectively, of JPMorgan Chase’s 2010 Annual Report. Average retained loan balances are used for net charge-off rate calculations.


Total credit portfolio													Three months ended June 30,								Six months ended June 30,																				Three months ended September 30,								Nine months ended September 30,
	Credit exposure						Nonperforming^(d)(e)(f)						Net charge-offs				Average annual net charge-off rate^(g)				Net charge-offs				Average annual net charge-off rate^(h)				Credit exposure						Nonperforming^(d)(e)(f)						Net charge-offs				Average annual net charge-off rate^(g)				Net charge-offs					Average annual net charge-off rate^(h)
(in millions, except ratios)	June 30, 2011			Dec 31, 2010			June 30, 2011			Dec 31, 2010			2011		2010		2011		2010		2011		2010		2011		2010		Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			2011		2010		2011		2010		2011		2010			2011		2010
Loans retained	$	684,916		$	685,498		$	11,714		$	14,345		$	3,103	$	5,714	1.83	%	3.28	%	$	6,823	$	13,624	2.02	%	3.88	%	$	692,944		$	685,498		$	10,829		$	14,345		$	2,507	$	4,945	1.44	%	2.84	%	$	9,330	$	18,569		1.83	%	3.53	%
Loans held-for-sale	2,813			5,453			114			341			—		—		—		—		—		—		—		—		1,912			5,453			94			341			—		—		—		—		—		—			—		—
Loans at fair value	2,007			1,976			100			155			—		—		—		—		—		—		—		—		1,997			1,976			82			155			—		—		—		—		—		—			—		—
Total loans – reported	689,736			692,927			11,928			14,841			3,103		5,714		1.83		3.28		6,823		13,624		2.02		3.88		696,853			692,927			11,005			14,841			2,507		4,945		1.44		2.84		9,330		18,569			1.83		3.53
Derivative receivables	77,383			80,481			22			34			NA		NA		NA		NA		NA		NA		NA		NA		108,853			80,481			11			34			NA		NA		NA		NA		NA		NA			NA		NA
Receivables from customers and interests in purchased receivables^(a)	32,678			32,932			—			—			—		—		—		—		—		—		—		—		25,719			32,932			—			—			—		—		—		—		—		—			—		—
Total credit-related assets	799,797			806,340			11,950			14,875			3,103		5,714		1.83		3.28		6,823		13,624		2.02		3.88		831,425			806,340			11,016			14,875			2,507		4,945		1.44		2.84		9,330		18,569			1.83		3.53
Lending-related commitments^(b)	965,963			958,709			793			1,005			NA		NA		NA		NA		NA		NA		NA		NA		973,093			958,709			705			1,005			NA		NA		NA		NA		NA		NA			NA		NA
Assets acquired in loan satisfactions
Real estate owned	NA			NA			1,239			1,610			NA		NA		NA		NA		NA		NA		NA		NA		NA			NA			1,122			1,610			NA		NA		NA		NA		NA		NA			NA		NA
Other	NA			NA			51			72			NA		NA		NA		NA		NA		NA		NA		NA		NA			NA			56			72			NA		NA		NA		NA		NA		NA		��	NA		NA
Total assets acquired in loan satisfactions	—			NA			1,290			1,682			NA		NA		NA		NA		NA		NA		NA		NA		—			NA			1,178			1,682			NA		NA		NA		NA		NA		NA			NA		NA
Total credit portfolio	$	1,765,760		$	1,765,049		$	14,033		$	17,562		$	3,103	$	5,714	1.83	%	3.28	%	$	6,823	$	13,624	2.02	%	3.88	%	$	1,804,518		$	1,765,049		$	12,899		$	17,562		$	2,507	$	4,945	1.44	%	2.84	%	$	9,330	$	18,569		1.83	%	3.53	%
Net credit derivative hedges notional^(c)	$	(24,006	)	$	(23,108	)	$	(45	)	$	(55	)	NA		NA		NA		NA		NA		NA		NA		NA		$	(27,853	)	$	(23,108	)	$	(39	)	$	(55	)	NA		NA		NA		NA		NA		NA			NA		NA
Liquid securities and other cash collateral held against derivatives	(16,506		)	(16,486		)	NA			NA			NA		NA		NA		NA		NA		NA		NA		NA		(25,888		)	(16,486		)	NA			NA			NA		NA		NA		NA		NA		NA			NA		NA

(a)

Receivables from customers represents primarily margin loans to prime and retail brokerage customers, which are included in accrued interest and accounts receivable on the Consolidated Balance Sheets. Interests in purchased receivables represents an ownership interest in cash flows of a pool of receivables transferred by a third-party seller into a bankruptcy-remote entity, generally a trust, which are included in other assets on the Consolidated Balance Sheets.


(b)	The amounts in nonperforming represent commitments that are risk rated as nonaccrual.


(c)	Represents the net notional amount of protection purchased and sold of single-name and portfolio credit derivatives used to manage both performing and non-performing credit exposures; these derivatives do not qualify for hedge accounting under U.S. GAAP. For additional information, see Credit derivatives on pages 74–74–75 and Note 5 on pages ~~117~~119–~~124~~126 of this Form 10-Q.

(d)

At ~~June~~September 30, 2011, and December 31, 2010, nonperforming assets excluded: (1) mortgage loans insured by U.S. government agencies of $~~9.1~~9.5 billion and $9.4 billion, respectively, that are 90 or more days past due; (2) real estate owned insured by U.S. government agencies of $2.4 billion and $1.9 billion, respectively; and (3) student loans insured by U.S. government agencies under the FFELP of $~~558~~567 million and $625 million, respectively, that are 90 or more days past due. These amounts were 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.


(e)	Excludes 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

~~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.


(f)	At ~~June~~September 30, 2011, and December 31, 2010, total nonaccrual loans represented ~~1.73%~~1.58% and 2.14% of total loans .

(g)

For the three months ended ~~June~~September 30, 2011, and 2010, net charge-off rates were calculated using average retained loans of $~~680.1~~689.0 billion and $~~699.2~~690.1 billion, respectively. These average retained loans include average PCI loans of $~~69.9~~68.0 billion and $75.8 billion, respectively. Excluding these PCI loans, the Firm’s total charge-off rates would have been 1.60% and 3.19%, respectively.

(h)

For the nine months ended September 30, 2011 and 2010, net charge-off rates were calculated using average retained loans of $683.1 billion and $702.5 billion, respectively. These average retained loans include average PCI loans of $69.8 billion and $78.1 billion, respectively. Excluding these PCI loans, the Firm’s total charge-off rates would have been ~~2.04%~~2.03% and ~~3.69%, respectively.~~

~~(h)~~

~~For the~~ ~~six~~ ~~months ended~~ ~~June 30, 2011, and~~ ~~2010, net charge-off rates were calculated using average retained loans of~~ ~~$680.1 billion~~ ~~and~~ ~~$708.8 billion, respectively. These average retained loans include average PCI loans of~~ ~~$70.7 billion~~ ~~and~~ ~~$79.2 billion, respectively. Excluding these PCI loans, the Firm’s total charge-off rates would have been~~ ~~2.26%~~ ~~and~~ ~~4.36%~~3.98%, respectively.

WHOLESALE CREDIT PORTFOLIO

As of ~~June~~September 30, 2011, wholesale exposure (IB, CB, TSS and AM) increased by $~~37.4~~86.5 billion from December 31, 2010. The overall increase was primarily driven by increases of $~~21.2~~33.6 billion in lending-related commitments, $31.9 billion in loans and $~~19.6 billion~~ ~~in lending-related commitments, partly offset by a decrease of~~ ~~$3.1~~28.4 billion in derivative receivables. These increases were partially offset by a decrease in receivables from customers and interests in purchased receivables of $7.3 billion. The growth in wholesale ~~credit exposure~~loans and lending related commitments represented increased client activity across all businesses and all regions. The increase in derivative receivables was predominantly due to increases in interest rate derivatives driven by declining interest rates, and commodity derivatives driven by price movements in base metals and energy. Effective January 1, 2011, the commercial card credit portfolio (composed of approximately $5.3 billion of lending-related commitments and $1.2 billion of loans) that was previously in TSS was transferred to ~~CS.~~Card.


Wholesale credit portfolio
	Credit exposure						Nonperforming ^(d)						Credit exposure						Nonperforming^(d)
(in millions)	June 30, 2011			December 31, 2010			June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Loans retained	$	244,224		$	222,510		$	3,362		$	5,510		$	255,799		$	222,510		$	3,011		$	5,510
Loans held-for-sale	2,592			3,147			114			341			1,687			3,147			94			341
Loans at fair value	2,007			1,976			100			155			1,997			1,976			82			155
Loans – reported	248,823			227,633			3,576			6,006			259,483			227,633			3,187			6,006
Derivative receivables	77,383			80,481			22			34			108,853			80,481			11			34
Receivables from customers and interests in purchased receivables^(a)	32,678			32,932			—			—			25,615			32,932			—			—
Total wholesale credit-related assets	358,884			341,046			3,598			6,040			393,951			341,046			3,198			6,040
Lending-related commitments^(b)	365,689			346,079			793			1,005			379,682			346,079			705			1,005
Total wholesale credit exposure	$	724,573		$	687,125		$	4,391		$	7,045		$	773,633		$	687,125		$	3,903		$	7,045
Net credit derivative hedges notional^(c)	$	(24,006	)	$	(23,108	)	$	(45	)	$	(55	)	$	(27,853	)	$	(23,108	)	$	(39	)	$	(55	)
Liquid securities and other cash collateral held against derivatives	(16,506		)	(16,486		)	NA			NA			(25,888		)	(16,486		)	NA			NA

(a)

Receivables from customers represents primarily margin loans to prime and retail brokerage customers, which are included in accrued interests and accounts receivable on the Consolidated Balance Sheets. Interests in purchased receivables ~~represent~~represents ownership interests in cash flows of a pool of receivables transferred by third-party sellers into bankruptcy-remote entities, generally trusts, which are included in other assets on the Consolidated Balance Sheets.


(b)	The amounts in nonperforming represent commitments that are risk rated as nonaccrual.


(c)	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 74–75, and Note 5 on pages ~~117–124~~119–126 of this Form 10-Q.


(d)	Excludes assets acquired in loan satisfactions.

The following table presents summaries of the maturity and ratings profiles of the wholesale portfolio as of ~~June~~September 30, 2011, and December 31, 2010. The increase in loans retained was predominately in loans to investment grade (“IG”) counterparties and was largely loans having a shorter maturity profile. The ratings scale is based on the Firm’s internal risk ratings, which generally correspond to the ratings as defined by S&P and Moody’s. Also included in this table is the notional value of net credit derivative hedges; the counterparties to these hedges are predominantly ~~investment-grade (“IG”)~~investment grade banks and finance companies.

Wholesale credit exposure – maturity and ratings profile


	Maturity profile^(e)												Ratings profile										Maturity profile^(e)												Ratings profile
June 30, 2011	Due in 1 year or less			Due after 1 year through 5 years			Due after 5 years			Total			Investment-grade			Noninvestment-grade		Total			Total % of IG
September 30, 2011																							Due in 1 year or less			Due after 1 year through 5 years			Due after 5 years			Total			Investment-grade			Noninvestment-grade		Total			Total % of IG
(in millions, except ratios)	Due in 1 year or less			Due after 1 year through 5 years			Due after 5 years			Total			AAA/Aaa to BBB-/Baa3			BB+/Ba1 & below		Total			Total % of IG														AAA/Aaa to BBB-/Baa3			BB+/Ba1 & below
Loans retained													$	166,513		$	77,711						$	100,383		$	93,798		$	61,618		$	255,799		$	175,855		$	79,944	$	255,799		69	%
Derivative receivables^(a)										77,383								77,383														108,853								108,853
Less: Liquid securities and other cash collateral held against derivatives										(16,506		)						(16,506		)												(25,888		)						(25,888		)
Total derivative receivables, net of all collateral	9,628			21,991			29,258			60,877			48,145			12,732		60,877			79		16,710			32,614			33,641			82,965			66,447			16,518		82,965			80
Lending-related commitments	133,942			219,906			11,841			365,689			294,258			71,431		365,689			80		143,278			224,543			11,861			379,682			307,985			71,697		379,682			81
Subtotal	239,848			331,127			99,815			670,790			508,916			161,874		670,790			76		260,371			350,955			107,120			718,446			550,287			168,159		718,446			77
Loans held-for-sale and loans at fair value^(b)(c)										4,599								4,599														3,684								3,684
Receivables from customers and interests in purchased receivables^(c)										32,678								32,678														25,615								25,615
Total exposure – net of liquid securities and other cash collateral held against derivatives										$	708,067							$	708,067													$	747,745							$	747,745
Net credit derivative hedges notional^(d)	$	(1,862	)	$	(15,525	)	$	(6,619	)	$	(24,006	)	$	(24,071	)	$	65	$	(24,006	)	100	%	$	(2,309	)	$	(14,016	)	$	(11,528	)	$	(27,853	)	$	(27,886	)	$	33	$	(27,853	)	100	%



	Maturity profile^(e)												Ratings profile
December 31, 2010	Due in 1 year or less			Due after 1 year through 5 years			Due after 5 years			Total			Investment-grade			Noninvestment-grade		Total			Total % of IG
(in millions, except ratios)													AAA/Aaa to BBB-/Baa3			BB+/Ba1 & below
Loans retained	$	78,017		$	85,987		$	58,506		$	222,510		$	146,047		$	76,463	$	222,510		66	%
Derivative receivables^(a)										80,481								80,481
Less: Liquid securities and other cash collateral held against derivatives										(16,486		)						(16,486		)
Total derivative receivables, net of all collateral	11,499			24,415			28,081			63,995			47,557			16,438		63,995			74
Lending-related commitments	126,389			209,299			10,391			346,079			276,298			69,781		346,079			80
Subtotal	215,905			319,701			96,978			632,584			469,902			162,682		632,584			74
Loans held-for-sale and loans at fair value^(b)(c)										5,123								5,123
Receivables from customers and interests in purchased receivables^(c)										32,932								32,932
Total exposure – net of liquid securities and other cash collateral held against derivatives										$	670,639							$	670,639
Net credit derivative hedges notional^(d)	$	(1,228	)	$	(16,415	)	$	(5,465	)	$	(23,108	)	$	(23,159	)	$	51	$	(23,108	)	100	%


(a)	Represents the fair value of derivative receivables as reported on the Consolidated Balance Sheets.


(b)	Loans held-for-sale and loans at fair value relate primarily to syndicated loans and loans transferred from the retained portfolio.


(c)	From a credit risk perspective, maturity and ratings profiles are not meaningful.


(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 under U.S. GAAP.


(e)	The maturity profiles of retained loans and lending-related commitments are based on the remaining contractual maturity. The maturity profiles of derivative receivables are based on the maturity profile of average exposure. For further discussion of average exposure, see Derivative receivables MTM on pages 73–74 of this Form 10-Q.

Receivables from customers of $25.5 billion and $32.5 billion at ~~both~~ ~~June~~September 30, 2011, and December 31, 2010, respectively, primarily ~~representing~~represent margin loans to prime and retail brokerage clients and are included in the previous tables. These margin loans are collateralized through a pledge of assets maintained in clients’ brokerage accounts and are subject to daily minimum collateral requirements. In the event that the collateral value decreases, a maintenance margin call is made to the client to provide additional collateral into the account. If additional collateral is not provided by the client, the client’s position may be liquidated by the Firm to meet the minimum collateral requirements.

Wholesale credit exposure – selected industry exposures

The Firm focuses on the management and diversification of its industry exposures, 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” and 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 $~~18.3~~17.2 billion at ~~June~~September 30, 2011, from $22.4 billion at December 31, 2010. The decrease was primarily related to net repayments and loan sales.

Below are summaries of the top 25 industry exposures as of ~~June~~September 30, 2011, and December 31, 2010.


											30 days or more past due and accruing loans		Year-to-date net charge-offs/ (recoveries)			Credit derivative hedges^(e)			Liquid securities and other cash collateral held against derivative receivables													30 days or more past due and accruing loans		Year-to-date net charge-offs/ (recoveries)			Credit derivative hedges^(e)			Liquid securities and other cash collateral held against derivative receivables
As of or for the six months ended					Non-investment grade
June 30, 2011	Credit exposure^(d)		Investment - grade		Noncriticized		Criticized performing		Criticized nonperforming
As of or for the nine months ended																										Noninvestment-grade
September 30, 2011																						Credit exposure^(d)		Investment- grade		Noncriticized		Criticized performing		Criticized nonperforming		30 days or more past due and accruing loans		Year-to-date net charge-offs/ (recoveries)			Credit derivative hedges^(e)			Liquid securities and other cash collateral held against derivative receivables
(in millions)	Credit exposure^(d)		Investment - grade		Noncriticized		Criticized performing		Criticized nonperforming		30 days or more past due and accruing loans		Year-to-date net charge-offs/ (recoveries)			Credit derivative hedges^(e)			Liquid securities and other cash collateral held against derivative receivables
Top 25 industries^(a)
Banks and finance companies	$	64,642	$	53,888	$	10,324	$	377	$	53												$	72,367	$	60,801	$	11,016	$	511	$	39
Real estate	63,252		35,594		21,039		5,181		1,438													64,651		37,437		21,261		4,774		1,179		195		219			(56		)	(358		)
Asset managers																						41,081		35,903		4,948		229		1		5		—			—			(6,529		)
State and municipal governments^(b)																						40,753		39,716		820		200		17		2		—			(187		)	(756		)
Healthcare	39,899		33,274		6,331		254		40		3		5			(659		)	(135		)	40,624		33,641		6,730		223		30		6		4			(357		)	(303		)
State and municipal governments^(b)	37,356		36,287		848		196		25		3		—			(191		)	(87		)
Asset managers	34,059		28,319		5,385		355		—		71		—			—			(3,355		)
Oil and gas	29,413		20,772		8,573		67		1		54		—			(106		)	(178		)	31,826		22,242		9,467		116		1		2		—			(106		)	(63		)
Consumer products																						29,945		19,764		9,655		507		19		2		3			(667		)	(29		)
Utilities	27,316		22,690		3,854		504		268		—		33			(295		)	(267		)	28,375		23,103		4,630		496		146		1		47			(136		)	(373		)
Consumer products	26,411		16,806		8,978		603		24		5		3			(789		)	(3		)
Retail and consumer services	21,517		13,527		7,446		476		68		13		—			(411		)	(2		)	23,422		15,180		7,723		459		60		7		(1		)	(361		)	(1		)
Central government																						17,941		17,377		450		114		—		—		—			(9,272		)	(1,046		)
Machinery and equipment manufacturing																						15,714		8,783		6,798		132		1		4		(1		)	(46		)	—
Technology	14,725		10,235		4,167		323		—		—		4			(183		)	(2		)	15,092		9,999		4,813		280		—		—		5			(161		)	—
Machinery and equipment manufacturing	14,116		8,201		5,751		163		1		2		(1		)	(16		)	(1		)
Metals/mining	13,767		7,311		6,077		371		8		10		(12		)	(466		)	—			15,051		8,453		6,194		397		7		1		(15		)	(554		)	—
Securities firms and exchanges																						14,294		11,589		2,688		17		—		—		—			(289		)	(3,739		)
Telecom services	13,049		10,058		2,224		765		2		—		3			(778		)	(16		)	12,766		9,899		2,053		812		2		1		5			(492		)	—
Central government	12,842		12,383		443		16		—		—		—			(7,811		)	(322		)
Business services																						12,480		7,204		5,150		98		28		6		15			(20		)	—
Insurance																						12,304		8,879		2,740		668		17		—		—			(693		)	(535		)
Transportation																						12,229		7,408		4,594		194		33		4		1			(188		)	—
Holding companies																						11,713		9,234		2,437		29		13		61		(2		)	—			(450		)
Chemicals/plastics																						11,677		7,526		4,021		129		1		—		—			(87		)	(28		)
Media	11,636		6,118		4,388		728		402		18		7			(215		)	(2		)	11,213		6,126		3,950		707		430		45		6			(198		)	—
Building materials/construction	11,466		5,742		4,728		988		8		6		(2		)	(317		)	—			10,742		4,701		5,177		856		8		23		(4		)	(296		)	—
Insurance	11,352		8,696		2,302		342		12		7		—			(711		)	(407		)
Holding companies	11,252		8,820		2,380		50		2		16		(2		)	—			(456		)
Chemicals/plastics	11,134		7,331		3,567		235		1		—		—			(38		)	—
Business services	11,132		6,026		4,967		97		42		4		2			—			(9		)
Transportation	10,606		7,247		3,147		171		41		9		1			(101		)	(6		)
Securities firms and exchanges	10,306		8,512		1,741		53		—		—		—			(88		)	(2,241		)
Automotive	9,659		4,775		4,708		175		1		—		(11		)	(829		)	—			9,863		4,933		4,857		71		2		2		(11		)	(874		)	—
Agriculture/paper manufacturing	7,307		4,826		2,285		196		—		4		—			(10		)	(3		)	8,002		5,052		2,848		95		7		—		—			(33		)	—
Aerospace	5,973		4,929		988		56		—		1		—			(162		)	—			6,147		5,090		1,002		55		—		—		—			(207		)	—
All other^(c)	163,109		141,251		18,725		2,186		947		618		37			(7,276		)	—			174,062		154,255		16,790		2,036		981		681		38			(9,740		)	(818		)
Subtotal	$	687,296	$	523,618	$	145,366	$	14,928	$	3,384	$	1,069	$	245		$	(24,006	)	$	(16,506	)	$	744,334	$	574,295	$	152,812	$	14,205	$	3,022	$	1,053	$	94		$	(27,853	)	$	(25,888	)
Loans held-for-sale and loans at fair value	4,599																					3,684
Receivables from customers and interests in purchased receivables	32,678																					25,615
Total	$	724,573																				$	773,633


											30 days or more past due and accruing loans		Year-to-date net charge-offs/ (recoveries)			Credit derivative hedges^(e)			Liquid securities and other cash collateral held against derivative receivables													30 days or more past due and accruing loans		Year-to-date net charge-offs/ (recoveries)			Credit derivative hedges^(e)			Liquid securities and other cash collateral held against derivative receivables
As of or for the year ended					Non-investment grade																					Noninvestment-grade
December 31, 2010	Credit exposure^(d)		Investment- grade		Noncriticized		Criticized performing		Criticized nonperforming													Credit exposure^(d)		Investment- grade		Noncriticized		Criticized performing		Criticized nonperforming
(in millions)
Top 25 industries^(a)
Banks and finance companies	$	65,867	$	54,839	$	10,428	$	467	$	133	$	26	$	69		$	(3,456	)	$	(9,216	)	$	65,867	$	54,839	$	10,428	$	467	$	133	$	26	$	69		$	(3,456	)	$	(9,216	)
Real estate	64,351		34,440		20,569		6,404		2,938		399		862			(76		)	(57		)	64,351		34,440		20,569		6,404		2,938		399		862			(76		)	(57		)
Asset managers																						29,364		25,533		3,401		427		3		7		—			—			(2,948		)
State and municipal governments^(b)																						35,808		34,641		912		231		24		34		3			(186		)	(233		)
Healthcare	41,093		33,752		7,019		291		31		85		4			(768		)	(161		)	41,093		33,752		7,019		291		31		85		4			(768		)	(161		)
State and municipal governments^(b)	35,808		34,641		912		231		24		34		3			(186		)	(233		)
Asset managers	29,364		25,533		3,401		427		3		7		—			—			(2,948		)
Oil and gas	26,459		18,465		7,850		143		1		24		—			(87		)	(50		)	26,459		18,465		7,850		143		1		24		—			(87		)	(50		)
Consumer products																						27,508		16,747		10,379		371		11		217		1			(752		)	(2		)
Utilities	25,911		20,951		4,101		498		361		3		49			(355		)	(230		)	25,911		20,951		4,101		498		361		3		49			(355		)	(230		)
Consumer products	27,508		16,747		10,379		371		11		217		1			(752		)	(2		)
Retail and consumer services	20,882		12,021		8,316		338		207		8		23			(623		)	(3		)	20,882		12,021		8,316		338		207		8		23			(623		)	(3		)
Central government																						11,173		10,677		496		—		—		—		—			(6,897		)	(42		)
Machinery and equipment manufacturing																						13,311		7,690		5,372		244		5		8		2			(74		)	(2		)
Technology	14,348		9,355		4,534		399		60		47		50			(158		)	—			14,348		9,355		4,534		399		60		47		50			(158		)	—
Machinery and equipment manufacturing	13,311		7,690		5,372		244		5		8		2			(74		)	(2		)
Metals/mining	11,426		5,260		5,748		362		56		7		35			(296		)	—			11,426		5,260		5,748		362		56		7		35			(296		)	—
Securities firms and exchanges																						9,415		7,678		1,700		37		—		—		5			(38		)	(2,358		)
Telecom services	10,709		7,582		2,295		821		11		3		(8		)	(820		)	—			10,709		7,582		2,295		821		11		3		(8		)	(820		)	—
Central government	11,173		10,677		496		—		—		—		—			(6,897		)	(42		)
Business services																						11,247		6,351		4,735		115		46		11		15			(5		)	—
Insurance																						10,918		7,908		2,690		320		—		—		(1		)	(805		)	(567		)
Transportation																						9,652		6,630		2,739		245		38		—		(16		)	(132		)	—
Holding companies																						10,504		8,375		2,091		38		—		33		5			—			(362		)
Chemicals/plastics																						12,312		8,375		3,656		274		7		—		2			(70		)	—
Media	10,967		5,808		3,945		672		542		2		92			(212		)	(3		)	10,967		5,808		3,945		672		542		2		92			(212		)	(3		)
Building materials/construction	12,808		6,557		5,065		1,129		57		9		6			(308		)	—			12,808		6,557		5,065		1,129		57		9		6			(308		)	—
Insurance	10,918		7,908		2,690		320		—		—		(1		)	(805		)	(567		)
Holding companies	10,504		8,375		2,091		38		—		33		5			—			(362		)
Chemicals/plastics	12,312		8,375		3,656		274		7		—		2			(70		)	—
Business services	11,247		6,351		4,735		115		46		11		15			(5		)	—
Transportation	9,652		6,630		2,739		245		38		—		(16		)	(132		)	—
Securities firms and exchanges	9,415		7,678		1,700		37		—		—		5			(38		)	(2,358		)
Automotive	9,011		3,915		4,822		269		5		—		52			(758		)	—			9,011		3,915		4,822		269		5		—		52			(758		)	—
Agriculture/paper manufacturing	7,368		4,510		2,614		242		2		8		7			(44		)	(2		)	7,368		4,510		2,614		242		2		8		7			(44		)	(2		)
Aerospace	5,732		4,903		732		97		—		—		—			(321		)	—			5,732		4,903		732		97		—		—		—			(321		)	—
All other^(c)	140,926		122,594		14,924		2,402		1,006		921		470			(5,867		)	(250		)	140,926		122,594		14,924		2,402		1,006		921		470			(5,867		)	(250		)
Subtotal	$	649,070	$	485,557	$	141,133	$	16,836	$	5,544	$	1,852	$	1,727		$	(23,108	)	$	(16,486	)	$	649,070	$	485,557	$	141,133	$	16,836	$	5,544	$	1,852	$	1,727		$	(23,108	)	$	(16,486	)
Loans held-for-sale and loans at fair value	5,123																					5,123
Receivables from customers and interests in purchased receivables	32,932																					32,932
Total	$	687,125																				$	687,125


(a)	All industry rankings are based on exposure at ~~June~~September 30, 2011. The industry rankings presented in the table as of December 31, 2010, are based on the industry rankings of the corresponding exposures at ~~June~~September 30, 2011, not actual rankings of such exposures at December 31, 2010 ...

(b)

In addition to the credit risk exposure to ~~States~~states and municipal governments at ~~June~~September 30, 2011, and December 31, 2010, noted above, the Firm ~~had~~held $~~8.6~~15.2 billion and $14.0 billion, respectively, of trading securities and $~~11.6~~15.3 billion and $11.6 billion, respectively, of available-for-sale securities issued by ~~State~~state and municipal governments. For further information, see Note 53 and Note 11 on pages ~~117–124~~104–116 and ~~128–132,~~130–134, respectively, of this Form 10-Q.


(c)	For more information on exposures to SPEs within ~~All~~all other, including liquidity facilities to nonconsolidated municipal bond VIEs, see Note 15 on pages ~~151–159~~160–168 of this Form 10-Q. All other for credit derivative hedges includes credit default swap (“CDS”) index hedges of CVA.


(d)	Credit exposure is net of risk participations and excludes the benefit of credit derivative hedges and collateral held against derivative receivables or loans.


(e)	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.

The following table presents the geographic distribution of wholesale credit exposure including nonperforming assets and past due loans as of ~~June~~September 30, 2011, and December 31, 2010. The geographic distribution of the wholesale portfolio is determined based predominantly on the domicile of the borrower.


	Credit exposure								Nonperforming												Credit exposure								Nonperforming
June 30, 2011 (in millions)	Loans		Lending-related commitments		Derivative receivables		Total credit exposure		Nonaccrual loans^(a)		Derivatives		Lending-related commitments		Total non- performing		Assets acquired in loan satisfactions		30 days or more past due and accruing loans
September 30, 2011 (in millions)																					Loans		Lending-related commitments		Derivative receivables		Total credit exposure		Nonaccrual loans^(a)		Derivatives		Lending-related commitments		Total non- performing credit exposure		Assets acquired in loan satisfactions		30 days or more past due and accruing loans
Europe/Middle East/Africa	$	33,496	$	61,922	$	35,218	$	130,636	$	44	$	—	$	18	$	62	$	—	$	14	$	34,239	$	61,527	$	49,712	$	145,478	$	35	$	—	$	23	$	58	$	—	$	61
Asia and Pacific	25,400		16,495		10,035		51,930		2		15		—		17		—		19
Asia/Pacific																					27,723		16,859		13,322		57,904		2		6		—		8		—		1
Latin America/Caribbean	21,172		17,191		5,240		43,603		413		—		17		430		1		178		23,289		18,395		6,875		48,559		461		—		16		477		3		196
Other	2,001		7,010		1,820		10,831		7		—		—		7		—		1		1,948		6,433		1,878		10,259		6		—		—		6		—		4
Total non-U.S.	82,069		102,618		52,313		237,000		466		15		35		516		1		212		87,199		103,214		71,787		262,200		504		6		39		549		3		262
Total U.S.	162,155		263,071		25,070		450,296		2,896		7		758		3,661		287		857		168,600		276,468		37,066		482,134		2,507		5		666		3,178		249		791
Loans held-for-sale and loans at fair value	4,599		—		—		4,599		214		NA		—		214		NA		—		3,684		—		—		3,684		176		—		—		176		—		—
Receivables from customers and interests in purchased receivables	—		—		—		32,678		NA		NA		NA		NA		NA		—		—		—		—		25,615		NA		NA		NA		NA		NA		—
Total	$	248,823	$	365,689	$	77,383	$	724,573	$	3,576	$	22	$	793	$	4,391	$	288	$	1,069	$	259,483	$	379,682	$	108,853	$	773,633	$	3,187	$	11	$	705	$	3,903	$	252	$	1,053


	Credit exposure								Nonperforming												Credit exposure								Nonperforming
December 31, 2010 (in millions)	Loans		Lending-related commitments		Derivative receivables		Total credit exposure		Nonaccrual loans^(a)		Derivatives		Lending-related commitments		Total non- performing		Assets acquired in loan satisfactions		30 days or more past due and accruing loans		Loans		Lending-related commitments		Derivative receivables		Total credit exposure		Nonaccrual loans^(a)		Derivatives		Lending-related commitments		Total non- performing credit exposure		Assets acquired in loan satisfactions		30 days or more past due and accruing loans
Europe/Middle East/Africa	$	27,934	$	58,418	$	35,196	$	121,548	$	153	$	1	$	23	$	177	$	—	$	127	$	27,934	$	58,418	$	35,196	$	121,548	$	153	$	1	$	23	$	177	$	—	$	127
Asia and Pacific	20,552		15,002		10,991		46,545		579		21		—		600		—		74
Asia/Pacific																					20,552		15,002		10,991		46,545		579		21		—		600		—		74
Latin America/Caribbean	16,480		12,170		5,634		34,284		649		—		13		662		1		131		16,480		12,170		5,634		34,284		649		—		13		662		1		131
Other	1,185		6,149		2,039		9,373		6		—		5		11		—		—		1,185		6,149		2,039		9,373		6		—		5		11		—		—
Total non-U.S.	66,151		91,739		53,860		211,750		1,387		22		41		1,450		1		332		66,151		91,739		53,860		211,750		1,387		22		41		1,450		1		332
Total U.S.	156,359		254,340		26,621		437,320		4,123		12		964		5,099		320		1,520		156,359		254,340		26,621		437,320		4,123		12		964		5,099		320		1,520
Loans held-for-sale and loans at fair value	5,123		—		—		5,123		496		NA		—		496		NA		—		5,123		—		—		5,123		496		NA		—		496		NA		—
Receivables from customers and interests in purchased receivables	—		—		—		32,932		NA		NA		NA		NA		NA		—		—		—		—		32,932		NA		NA		NA		NA		NA		—
Total	$	227,633	$	346,079	$	80,481	$	687,125	$	6,006	$	34	$	1,005	$	7,045	$	321	$	1,852	$	227,633	$	346,079	$	80,481	$	687,125	$	6,006	$	34	$	1,005	$	7,045	$	321	$	1,852

(a)

At ~~June~~September 30, 2011, and December 31, 2010, the Firm held an allowance for loan losses of $~~731~~644 million and $1.6 billion, respectively, related to nonaccrual retained loans resulting in allowance coverage ratios of ~~22%~~21% and 29%, respectively. Wholesale nonaccrual loans represented ~~1.44%~~1.23% and 2.64% of total wholesale loans at ~~June~~September 30, 2011, and December 31, 2010, respectively.

Loans

In the normal course of business, the Firm provides loans to a variety of wholesale customers, from large corporate and institutional clients to high-net-worth individuals. For further discussion on loans, including information on credit quality indicators, see Note 13 on pages ~~134–148~~136–157 of this Form 10-Q.

Retained wholesale loans were $~~244.2~~255.8 billion at ~~June~~September 30, 2011, compared with $222.5 billion at December 31, 2010. The $~~21.7~~33.3 billion increase was primarily related to increased client ~~activity.~~activity across all businesses and all regions.

The Firm actively manages wholesale credit ~~exposure~~exposure. One way of managing credit risk is through sales of loans and lending-related commitments. During the first ~~six~~nine months of 2011, the Firm sold $~~2.8~~3.9 billion of loans and commitments, recognizing net gains of $16 million. During the first ~~six~~nine months of 2010, the Firm sold $~~4.9~~6.3 billion of loans and commitments, recognizing net gains of $3141 million. These results included gains or losses on sales of nonaccrual loans, if any, as discussed below. These sale 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 62–66 and ~~151–159~~160–168 respectively, of this Form 10-Q.

The following table presents the change in the nonaccrual loan portfolio for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010.

Wholesale nonaccrual loan activity Six months ended June 30,
(in millions) 2011 2010
Beginning balance $ 6,006
$ 6,904
Additions 1,311
4,150
Reductions:
Paydowns and other 1,974
2,857
Gross charge-offs 377
1,162
Returned to performing status 489
113
Sales 901
1,262
Total reductions 3,741
5,394
Net additions/(reductions) (2,430 ) (1,244 )
Ending balance $ 3,576
$ 5,660

Nonaccrual wholesale loans decreased by $~~2.4~~2.8 billion from December 31, 2010, primarily reflecting net repayments and loan sales.



Wholesale nonaccrual loan activity	Nine months ended September 30,
(in millions)	2011			2010
Beginning balance	$	6,006		$	6,904
Additions	1,706			5,494
Reductions:
Paydowns and other	2,412			3,294
Gross charge-offs	477			1,459
Returned to performing status	641			237
Sales	995			1,768
Total reductions	4,525			6,758
Net additions/(reductions)	(2,819		)	(1,264		)
Ending balance	$	3,187		$	5,640

The following table presents net charge-offs, which are defined as gross charge-offs less recoveries, for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010. The amounts in the table below do not include gains or losses from sales of nonaccrual loans.


Wholesale net charge-offs	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions, except ratios)	2011			2010			2011			2010			2011			2010			2011			2010
Loans – reported
Average loans retained	$	237,511		$	209,016		$	232,058		$	210,300		$	250,145		$	213,979		$	238,153		$	211,540
Net charge-offs	80			231			245			1,190
Average annual net charge-off ratio	0.14		%	0.44		%	0.21		%	1.14		%
Net charge-offs/(recoveries)													(151		)	266			94			1,456
Net charge-off/(recovery) rate													(0.24		)%	0.49		%	0.05		%	0.92		%

Derivative contracts

In the normal course of business, the Firm uses derivative instruments predominantly for market-making activity. Derivatives enable customers and the Firm to manage exposures to fluctuations in interest rates, currencies and other markets. The Firm also uses derivative instruments to manage its credit exposure. For further discussion of derivative contracts, see Note 5 on page ~~117–124~~119–126 of this Form 10-Q.

The following tables summarize the net derivative receivables MTM for the periods presented.


Derivative receivables MTM
(in millions)	June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Interest rate	$	32,911		$	32,555		$	50,648		$	32,555
Credit derivatives	6,198			7,725			7,033			7,725
Foreign exchange	19,898			25,858			25,887			25,858
Equity	7,084			4,204			8,504			4,204
Commodity	11,292			10,139			16,781			10,139
Total, net of cash collateral	77,383			80,481			108,853			80,481
Liquid securities and other cash collateral held against derivative receivables	(16,506		)	(16,486		)	(25,888		)	(16,486		)
Total, net of all collateral	$	60,877		$	63,995		$	82,965		$	63,995

Derivative receivables reported on the Consolidated Balance Sheets were $~~77.4~~108.9 billion and $80.5 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively. These represent the fair value (i.e., MTM) of the derivative contracts after giving effect to legally enforceable master netting agreements, cash collateral held by the Firm and the CVA. However, in management’s view, the appropriate measure of current credit risk should ~~also reflect~~take into consideration additional liquid securities and other cash collateral held by the Firm of $25.9 billion and $16.5 billion at ~~both~~ ~~June~~September 30, 2011, and December 31, 2010, respectively, as shown in the table above.

Derivative receivables ~~decreased~~increased from December 31, 2010, ~~largely~~predominantly due to ~~a reduction~~increases in ~~foreign exchange derivative balances, partially offset~~interest rate derivatives driven by ~~an increase~~declining interest rates, and commodity derivatives driven by price movements in ~~equity derivatives, from IB’s market-making activity.~~base metals and energy.

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 ~~June~~September 30, 2011, and December 31, 2010, the Firm held $~~22.3~~17.5 billion and $18.0 billion, respectively, of this additional collateral. The derivative receivables MTM, net of all collateral, also do not include other credit enhancements, such as letters of credit. For additional information on the Firm’s use of collateral agreements, see Note 5 on pages ~~117–124~~119–126 of this ~~form~~Form 10-Q.

The following table summarizes the ratings profile of the Firm’s derivative receivables MTM, net of other liquid securities collateral, for the dates indicated.

Ratings profile of derivative receivables MTM


Rating equivalent	June 30, 2011				December 31, 2010				September 30, 2011				December 31, 2010
(in millions, except ratios)	Exposure net of all collateral		% of exposure net of all collateral		Exposure net of all collateral		% of exposure net of all collateral		Exposure net of all collateral		% of exposure net of all collateral		Exposure net of all collateral		% of exposure net of all collateral
AAA/Aaa to AA-/Aa3	$	25,067	41	%	$	23,342	36	%	$	36,852	45	%	$	23,342	36	%
A+/A1 to A-/A3	15,460		25		15,812		25		18,510		22		15,812		25
BBB+/Baa1 to BBB-/Baa3	7,618		13		8,403		13		11,085		13		8,403		13
BB+/Ba1 to B-/B3	10,151		17		13,716		22		13,716		17		13,716		22
CCC+/Caa1 and below	2,581		4		2,722		4		2,802		3		2,722		4
Total	$	60,877	100	%	$	63,995	100	%	$	82,965	100	%	$	63,995	100	%

As noted above, the Firm uses collateral agreements to mitigate counterparty credit risk. 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 – ~~remained at~~was 87% as of September 30, 2011, largely unchanged compared with 88% as of~~June 30, 2011, unchanged compared with~~ December 31, 2010. The Firm posted $~~57.9~~80.9 billion and $58.3 billion of collateral at ~~June~~September 30, 2011, and December 31, 2010, respectively.

Credit derivatives

Credit derivatives are financial instruments whose value is derived from the credit risk associated with the debt of a third party issuer (the reference entity) which allow one party (the protection purchaser) to transfer that risk to another party (the protection seller). Upon the occurrence of a credit event, which may include, among other events, the bankruptcy or failure to pay by, or certain restructurings of the debt of, the reference entity, neither party has recourse to the reference entity. The protection purchaser has recourse to the protection seller for the difference between the face value of the CDS contract and the fair value of the reference obligation at the time of settling the credit derivative contract. The determination as to whether a credit event has occurred is made by the relevant ISDA Determination Committee, comprised of 10 sell-side and five buy-side ISDA member firms. For a more detailed ~~discussion~~description of credit derivatives, including types of derivatives, see Credit derivatives in Note 5, ~~Credit derivatives,~~ on pages ~~117–124~~125–126 of this Form 10-Q, and Credit derivatives on pages 126–127 and Credit derivatives in Note 6, ~~Credit derivatives,~~ on pages 197–199 of JPMorgan Chase’s 2010 Annual Report.

The following table presents the Firm’s notional amounts of credit derivatives protection purchased and sold as of ~~June~~September 30, 2011, and December 31, 2010, distinguishing between dealer/client activity and credit portfolio activity.


Credit derivative notional amounts	Credit derivative notional amounts																				Credit derivative notional amounts
	June 30, 2011										December 31, 2010										September 30, 2011										December 31, 2010
	Dealer/client				Credit portfolio						Dealer/client				Credit portfolio						Dealer/client				Credit portfolio						Dealer/client				Credit portfolio
(in millions)	Protection purchased^(b)		Protection sold		Protection purchased		Protection sold		Total		Protection purchased^(b)		Protection sold		Protection purchased		Protection sold		Total		Protection purchased^(b)		Protection sold		Protection purchased		Protection sold		Total		Protection purchased^(b)		Protection sold		Protection purchased		Protection sold		Total
Credit default swaps	$	2,927,038	$	2,971,981	$	24,205	$	199	$	5,923,423	$	2,661,657	$	2,658,825	$	23,523	$	415	$	5,344,420	$	2,999,475	$	3,033,569	$	27,987	$	134	$	6,061,165	$	2,661,657	$	2,658,825	$	23,523	$	415	$	5,344,420
Other credit derivatives^(a)	61,280		120,733		—		—		182,013		34,250		93,776		—		—		128,026		42,234		94,442		—		—		136,676		34,250		93,776		—		—		128,026
Total	$	2,988,318	$	3,092,714	$	24,205	$	199	$	6,105,436	$	2,695,907	$	2,752,601	$	23,523	$	415	$	5,472,446	$	3,041,709	$	3,128,011	$	27,987	$	134	$	6,197,841	$	2,695,907	$	2,752,601	$	23,523	$	415	$	5,472,446


(a)	Primarily consists of total return swaps and credit default swap options.


(b)	At ~~June~~September 30, 2011, and December 31, 2010, included $~~2,949~~3,015 billion and $2,662 billion, respectively, of notional exposure where the Firm has sold protection on the identical underlying reference instruments.

Dealer/client business

Within the dealer/client business, the Firm actively manages credit derivatives by buying and selling credit protection, predominantly on corporate debt obligations, according to client demand. For further information, see Note 5 on pages ~~117–124~~119–126 of this Form 10-Q.

At ~~June~~September 30, 2011, the total notional amount of protection purchased and sold increased by $~~633~~721 billion from December 31, 2010, primarily due to increased activity, particularly in the EMEA region.

Credit portfolio activities


Use of single-name and portfolio credit derivatives	Notional amount of protection purchased and sold				Notional amount of protection purchased and sold
(in millions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Credit derivatives used to manage:
Loans and lending-related commitments	$	5,775	$	6,698	$	4,541	$	6,698
Derivative receivables	18,430		16,825		23,446		16,825
Total protection purchased	24,205		23,523		27,987		23,523
Total protection sold	199		415		134		415
Credit derivatives hedges notional, net	$	24,006	$	23,108	$	27,853	$	23,108

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. In addition, the effectiveness of the Firm's CDS protection as a hedge of the Firm's exposures may vary depending upon a number of factors, including the contractual terms of the CDS. 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.


Gains and losses on CVA and hedges of CVA and lending-related commitments	Three months ended June 30,						Six months ended June 30,
Net gains and losses on credit portfolio hedges													Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010
Hedges of lending-related commitments	$	(31	)	$	60		$	(75	)	$	(60	)
Hedges of loans and lending-related commitments													$	104		$	(130	)	$	29		$	(190	)
CVA and hedges of CVA	(98		)	(289		)	(137		)	(290		)	(691		)	(259		)	(828		)	(549		)
Net gains/(losses)	$	(129	)	$	(229	)	$	(212	)	$	(350	)	$	(587	)	$	(389	)	$	(799	)	$	(739	)

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 amounts of these financial instruments represent the maximum possible credit risk should the counterparties draw down on these commitments or the Firm fulfills its obligations under these guarantees, and the counterparties subsequently fails to perform according to the terms of these contracts.

Wholesale lending-related commitments were $~~365.7~~379.7 billion at ~~June~~September 30, 2011, compared with $346.1 billion at December 31, 2010, reflecting increased client activity.

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 $~~194.7~~202.4 billion and $178.9 billion as of ~~June~~September 30, 2011, and December 31, 2010, 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, derivative, 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 or where the majority of the revenue is derived, and includes activity with both government and private-sector entities in a country. Exposure amounts include the fair value of derivative receivables and consider credit derivative protection sold and bought, based on the country of the referenced obligation. Exposure amounts, including resale agreements, are adjusted for collateral received by the Firm, for credit enhancements (e.g., guarantees and letters of credit) provided by third parties and for credit derivative protection purchased (which can be either name-specific or sovereign-referenced). Exposures supported by a guarantor located outside the country are generally assigned to the country of the enhancement provider. For trading and investment activities, other short credit or equity trading positions are taken into consideration.

~~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 in these countries. As of~~ ~~June 30, 2011, aggregate net exposures to these five countries as measured under the~~ Firm’s internal risk management approach ~~was approximately $14 billion. Sovereign exposure~~differs from the reporting provided under bank regulatory requirements. There are significant reporting differences in ~~all five countries represented approximately~~ ~~26%~~methodology, including the treatment of ~~the aggregate net exposure, with the majority of the sovereign exposure in Spain. The Firm’s exposure to corporate clients in all five countries represented approximately~~ ~~62%~~ ~~of the aggregate net exposure. The Firm’s exposure to the banking sector represented approximately~~ ~~12%~~.

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 countriescollateral received and the ~~diversification~~benefit of ~~the aggregate exposure. Net exposure is adjusted for liquid collateral held, of which approximately~~ ~~90%~~ ~~consists of cash and non-sovereign collateral. In addition, predominately all of the~~ credit derivative ~~protection is purchased from investment-grade counterparties domiciled outside of these countries.~~

The Firm continues to conduct business and support client activity in these countries and, therefore, the Firm’s aggregate net exposures and sector distribution may vary over time. In addition, the net exposures may be affected by changes in market conditions, including the effects of interest rates and credit spreads on market valuations.protection.

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 in one or more countries. 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 10 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


June 30, 2011	Cross-border											Total exposure
September 30, 2011													Cross-border											Total exposure
(in billions)	Lending^(a)		Trading^(b)			Other^(c)		Total		Local^(d)		Total exposure	Lending^(a)		Trading^(b)			Other^(c)		Total		Local^(d)
Brazil	$	4.3	$	(0.7	)	$	1.2	$	4.8	$	8.8		$	4.3	$	(0.1	)	$	1.3	$	5.5	$	10.2	$	15.7
India	6.3		4.3			1.5		12.1		1.5		13.6	5.9		4.1			1.5		11.5		1.8		13.3
South Korea	2.8		1.5			1.6		5.9		5.8		11.7	3.1		2.1			1.6		6.8		4.7		11.5
China	5.1		1.3			1.5		7.9		2.3		10.2	6.1		2.0			1.1		9.2		1.9		11.1
Hong Kong	4.0		1.5			2.4		7.9		2.0		9.9	3.5		2.0			2.7		8.2		1.8		10.0
Taiwan	0.7		0.8			0.4		1.9		3.4		5.3
Malaysia	0.5		3.2			0.4		4.1		1.0		5.1	0.9		1.5			0.4		2.8		2.6		5.4
Mexico	1.8		2.3			0.5		4.6		0.1		4.7	1.9		2.6			0.4		4.9		—		4.9
United Arab Emirates	2.9		0.5			—		3.4		—		3.4
Taiwan													0.5		0.9			0.4		1.8		2.7		4.5
Chile	1.3		1.5			0.5		3.3		0.1		3.4	1.9		1.7			0.5		4.1		—		4.1
Russia													2.6		0.2			0.3		3.1		0.4		3.5


December 31, 2010	Cross-border										Total exposure		Cross-border										Total exposure
(in billions)	Lending^(a)		Trading^(b)		Other^(c)		Total		Local^(d)				Lending^(a)		Trading^(b)		Other^(c)		Total		Local^(d)
Brazil	$	3.0	$	1.8	$	1.1	$	5.9	$	3.9	$	9.8	$	3.0	$	1.8	$	1.1	$	5.9	$	3.9	$	9.8
South Korea	3.0		1.4		1.5		5.9		3.1		9.0		3.0		1.4		1.5		5.9		3.1		9.0
India	4.2		2.1		1.4		7.7		1.1		8.8		4.2		2.1		1.4		7.7		1.1		8.8
China	3.6		1.1		1.0		5.7		1.2		6.9		3.6		1.1		1.0		5.7		1.2		6.9
Hong Kong	2.5		1.5		1.2		5.2		—		5.2		2.5		1.5		1.2		5.2		—		5.2
Mexico	2.1		2.3		0.5		4.9		—		4.9		2.1		2.3		0.5		4.9		—		4.9
Malaysia	0.6		2.0		0.3		2.9		0.4		3.3		0.6		2.0		0.3		2.9		0.4		3.3
Taiwan	0.3		0.6		0.4		1.3		1.9		3.2		0.3		0.6		0.4		1.3		1.9		3.2
Thailand	0.3		1.1		0.4		1.8		0.9		2.7		0.3		1.1		0.4		1.8		0.9		2.7
Russia	1.2		1.0		0.3		2.5		—		2.5		1.2		1.0		0.3		2.5		—		2.5


(a)	Lending exposure includes both funded loans ~~and accrued interests receivable, interests-earning deposits with banks, acceptances, other monetary assets, issued letters of credit net of participations,~~ and undrawn commitments, ~~to extend credit.~~and is presented net of the allowance for credit losses and cash and marketable securities collateral received under the credit agreements.


(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 securities 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.

Selected European exposure

Several European countries, including Spain, Italy, Ireland, Portugal and Greece, have been subject to credit deterioration due to weaknesses in their economic and fiscal situations. The Firm is closely monitoring its exposures in these countries. The table below presents the Firm’s exposure to these five countries at September 30, 2011, as measured under the Firm’s internal risk management approach.



September 30, 2011 (in billions)	AFS securities^(a)		Trading^(b)(c)(d)		Derivative collateral^(e)			Portfolio hedging^(f)			Lending^(g)		Net exposure
Spain
Sovereign	$	2.3	$	0.1	$	—		$	(0.3	)	$	—	$	2.1
Non-sovereign	0.3		4.1		(2.1		)	(0.4		)	3.3		5.2
Total Spain exposure	2.6		4.2		(2.1		)	(0.7		)	3.3		7.3

Italy
Sovereign	—		6.1		(0.9		)	(2.8		)	—		2.4
Non-sovereign	0.2		2.1		(1.6		)	(0.5		)	2.9		3.1
Total Italy exposure	0.2		8.2		(2.5		)	(3.3		)	2.9		5.5

Other (Ireland, Portugal and Greece)
Sovereign	1.0		—		—			(1.0		)	—		—
Non-sovereign	—		3.5		(2.3		)	(0.2		)	1.4		2.4
Total other exposure	1.0		3.5		(2.3		)	(1.2		)	1.4		2.4

Total
Sovereign	3.3		6.2		(0.9		)	(4.1		)	—		4.5
Non-sovereign	0.5		9.7		(6.0		)	(1.1		)	7.6		10.7
Total exposure	$	3.8	$	15.9	$	(6.9	)	$	(5.2	)	$	7.6	$	15.2


(a)	Represents the par value of available-for-sale securities.


(b)	Includes: (1) $1.5 billion of issuer exposure on debt and equity securities held in trading, as well as market-making CDS exposure and (2) $14.4 billion of derivative and securities financing counterparty exposure.

(c)

CDS exposure is presented on a net basis as such activities often result in selling and purchasing protection on the identical reference entity. As of September 30, 2011, the gross notional amount of CDS sold by the Firm across these five countries was more than 98% offset by the notional of CDS purchased on the identical reference entity. The Firm purchases CDS protection from counterparties that are domiciled outside of these countries and that are either investment-grade or well-supported by collateral arrangements. For further information about credit derivatives, see Credit derivatives on page 74 of this Form 10-Q.


(d)	Securities financing exposures are presented net of collateral received. As of September 30, 2011, there were approximately $18.3 billion of securities financings, which were collateralized with approximately $20.6 billion of marketable securities.


(e)	Includes cash and marketable securities pledged to the Firm. As of September 30, 2011, approximately 98% was cash.

(f)

Reflects net CDS protection purchased through the Firm's credit portfolio management activities, which are managed separately from its market-making activities. Predominately all of the CDS protection is purchased from investment-grade counterparties domiciled outside of these countries. The effectiveness of the Firm's CDS protection as a hedge of the Firm's exposures may vary depending upon a number of factors, including the contractual terms of the CDS. For further information about credit derivatives see Credit derivatives on page 74 of this Form 10-Q.


(g)	Lending exposure includes both funded loans and undrawn commitments, and is presented net of the allowance for credit losses and cash and marketable securities collateral received under the credit agreements. Corporate clients represent 75% of lending exposure.

Corporate clients represent 77% of the Firm’s non-sovereign net exposure in these countries, and the remaining 23% represent exposure to the banking sector.

The Firm 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.

CONSUMER CREDIT PORTFOLIO

JPMorgan Chase’s consumer portfolio consists primarily of residential mortgages, home equity loans and lines of credit, credit cards, auto loans, ~~student~~business banking loans, and ~~business banking~~student loans. The Firm’s primary focus is on serving the prime consumer credit market. For further information on the consumer loans, see Note 13 on pages ~~134–148~~136–157 of this Form 10-Q.

A substantial portion of the consumer loans acquired in the September 2008 Washington Mutual transaction were identified as purchased credit-impaired based on an analysis of high-risk characteristics, including product type, loan-to-value (“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. For further information on PCI loans see Note 13 on pages ~~134–148~~136–157 of this Form 10-Q and Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.

The credit performance of the consumer portfolio across the entire product spectrum has improved, particularly in credit card, but high unemployment and weak overall economic conditions continued to result in an elevated number of residential real estate loans that ~~charge-off,~~were charged-off, while weak housing prices continued to negatively affect the severity of loss recognized on residential real estate loans that default. ~~Both early-stage~~Early-stage residential real estate delinquencies (30–89 days delinquent) ~~and~~declined during the first half of the year, but flattened during the third quarter, while late-stage delinquencies (150+ days delinquent) have steadily declined in ~~2011 but~~2011. In spite of the declines, real estate delinquencies remained elevated. The elevated level of the late-stage delinquent loans is due, in part, to loss-mitigation activities currently being undertaken and to 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 otherwise have been foreclosed upon remain in the mortgage and home equity loan portfolios. ~~Ongoing~~In addition to these elevated delinquencies, ongoing weak economic conditions ~~combined with elevated delinquencies~~ and ~~ongoing~~housing prices, continuing discussions regarding mortgage foreclosure-related matters with federal and state officials, uncertainties regarding the ultimate success of loan modifications, and the risk attributes of certain loans within the portfolio (e.g. loans with high LTV ratios, junior lien loans behind a delinquent or modified senior lien) continue to result in a high level of uncertainty regarding credit risk in the residential real estate portfolio.

The Firm has taken actions since the onset of the economic downturn in 2007 to tighten underwriting and loan qualification standards and to eliminate certain products and loan origination channels, which have resulted in the reduction of credit risk and improved credit performance for recent loan vintages.

7778

The following table presents managed consumer credit-related information (including RFS, CSCard Services & Auto, 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 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.


Consumer credit portfolio									Three months ended June 30,								Six months ended June 30,																Three months ended September 30,								Nine months ended September 30,
	Credit exposure				Nonaccrual loans ^(h)(i)				Net charge-offs				Average annual net charge-off rate^(j)				Net charge-offs				Average annual net charge-off rate^(j)				Credit exposure				Nonaccrual loans^(g)(h)				Net charge-offs				Average annual net charge-off rate⁽ⁱ⁾				Net charge-offs				Average annual net charge-off rate⁽ⁱ⁾
(in millions, except ratios)	June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010		2011		2010		2011		2010		2011		2010		2011		2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		2011		2010		2011		2010		2011		2010		2011		2010
Consumer, excluding credit card
Loans, excluding PCI loans and loans held-for-sale
Home equity – senior lien^(a)	$	22,969	$	24,376	$	481	$	479	$	74	$	70	1.27	%	1.06	%	$	139	$	139	1.18	%	1.05	%	$	22,364	$	24,376	$	479	$	479	$	67	$	58	1.17	%	0.90	%	$	206	$	197	1.17	%	0.99	%
Home equity – junior lien^(b)	59,782		64,009		827		784		518		726		3.42		4.16		1,173		1,783		3.83		5.05		57,914		64,009		811		784		514		672		3.46		3.94		1,687		2,455		3.72		4.70
Prime mortgage, including option ARMs	74,276		74,539		4,024		4,320		199		290		1.07		1.52		370		775		1.00		2.04		74,230		74,539		3,656		4,320		182		276		0.97		1.46		552		1,051		0.99		1.85
Subprime mortgage	10,441		11,287		2,058		2,210		156		282		5.85		8.63		342		739		6.33		11.12		10,045		11,287		1,932		2,210		141		206		5.43		6.64		483		945		6.04		9.72
Auto^(c)(a)	46,796		48,367		111		141		19		58		0.16		0.49		66		160		0.28		0.68		46,659		48,367		114		141		42		67		0.36		0.56		108		227		0.31		0.64
Business banking	17,141		16,812		770		832		117		168		2.74		4.04		236		359		2.80		4.31		17,272		16,812		756		832		126		175		2.91		4.18		362		534		2.85		4.28
Student and other	14,770		15,311		79		67		130		168		3.50		4.24		216		246		2.88		3.02		14,492		15,311		68		67		87		92		2.36		2.32		303		338		2.72		2.79
Total loans, excluding PCI loans and loans held-for-sale	246,175		254,701		8,350		8,833		1,213		1,762		1.96		2.66		2,542		4,201		2.05		3.16		242,976		254,701		7,816		8,833		1,159		1,546		1.88		2.36		3,701		5,747		1.99		2.89
Loans – PCI^(d)(b)
Home equity	23,535		24,459		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		23,105		24,459		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA
Prime mortgage	16,200		17,322		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		15,626		17,322		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA
Subprime mortgage	5,187		5,398		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		5,072		5,398		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA
Option ARMs	24,072		25,584		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		23,325		25,584		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA
Total loans – PCI	68,994		72,763		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA		67,128		72,763		NA		NA		NA		NA		NA		NA		NA		NA		NA		NA
Total loans – retained	315,169		327,464		8,350		8,833		1,213		1,762		1.53		2.06		2,542		4,201		1.60		2.44		310,104		327,464		7,816		8,833		1,159		1,546		1.47		1.83		3,701		5,747		1.56		2.24
Loans held-for-sale^(e)(c)	221		154		—		—		—		—		—		—		—		—		—		—		131		154		—		—		—		—		—		—		—		—		—		—
Total consumer, excluding credit card loans	315,390		327,618		8,350		8,833		1,213		1,762		1.53		2.06		2,542		4,201		1.60		2.44		310,235		327,618		7,816		8,833		1,159		1,546		1.47		1.83		3,701		5,747		1.56		2.24
Lending-related commitments
Home equity – senior lien^(f)(d)	17,265		17,662																						16,902		17,662
Home equity – junior lien^(f)(d)	28,586		30,948																						27,576		30,948
Prime mortgage	1,117		1,266																						1,512		1,266
Subprime mortgage	—		—																						—		—
Auto	6,795		5,246																						7,416		5,246
Business banking	10,046		9,702																						10,284		9,702
Student and other	840		579																						891		579
Total lending-related commitments	64,649		65,403																						64,581		65,403
Receivables from customers^(e)																									104		—
Total consumer exposure, excluding credit card	380,039		393,021																						374,920		393,021
Credit Card
Loans retained^(g)	125,523		135,524		2		2		1,810		3,721		5.82		10.20		4,036		8,233		6.40		10.99
Loans retained^(f)																									127,041		135,524		2		2		1,499		3,133		4.70		8.87		5,535		11,366		5.83		10.31
Loans held-for-sale	—		2,152		—		—		—		—		—		—		—		—		—		—		94		2,152		—		—		—		—		—		—		—		—		—		—
Total credit card loans	125,523		137,676		2		2		1,810		3,721		5.82		10.20		4,036		8,233		6.40		10.99		127,135		137,676		2		2		1,499		3,133		4.70		8.87		5,535		11,366		5.83		10.31
Lending-related commitments^(f)	535,625		547,227
Lending-related commitments^(d)																									528,830		547,227
Total credit card exposure	661,148		684,903																						655,965		684,903
Total consumer credit portfolio	$	1,041,187	$	1,077,924	$	8,352	$	8,835	$	3,023	$	5,483	2.74	%	4.49	%	$	6,578	$	12,434	2.96	%	5.03	%	$	1,030,885	$	1,077,924	$	7,818	$	8,835	$	2,658	$	4,679	2.40	%	3.90	%	$	9,236	$	17,113	2.78	%	4.66	%
Memo: Total consumer credit portfolio, excluding PCI	$	972,193	$	1,005,161	$	8,352	$	8,835	$	3,023	$	5,483	3.25	%	5.34	%	$	6,578	$	12,434	3.52	%	5.98	%	$	963,757	$	1,005,161	$	7,818	$	8,835	$	2,658	$	4,679	2.84	%	4.64	%	$	9,236	$	17,113	3.29	%	5.54	%


(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)~~	At ~~June~~September 30, 2011, and December 31, 2010, excluded operating lease–related assets of $~~4.2~~4.3 billion and $3.7 billion, respectively.


~~(d)~~(b)	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.


~~(e)~~(c)	Represents prime mortgage loans held-for-sale.

~~(f)~~(d)

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 notice or, in some cases, without notice as permitted by law.


~~(g)~~(e)	Receivables from customers represents primarily margin loans and retail brokerage customers, which are included in accrued interests and accounts receivable on the Consolidated Balance Sheets.


(f)	Includes billed finance charges and fees net of an allowance for uncollectible amounts.


~~(h)~~(g)	At ~~June~~September 30, 2011, and December 31, 2010, nonaccrual loans excluded: (1) mortgage loans insured by U.S. government agencies of $~~9.1~~9.5 billion and $9.4 ~~billion~~,

7879

billion, respectively, that are 90 or more days past due; and (2) student loans insured by U.S. government agencies under the FFELP of $~~558~~567 million and $625 million, respectively, that are 90 or more days past due. These amounts were 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.

~~(i)~~(h)

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.


~~(j)~~(i)	Average consumer loans held-for-sale were $~~352~~109 million and $~~1.9 billion~~338 million, respectively, for the three months ended ~~June~~September 30, 2011 and 2010, and $~~1.7~~1.2 billion and $~~2.4~~1.7 billion, respectively, for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010. These amounts were excluded when calculating net charge-off rates.

Consumer, excluding credit card

~~Loan~~Consumer loan balances declined during the ~~six~~nine months ended ~~June~~September 30, 2011, due to paydowns, portfolio run-off and charge-offs. Credit performance has improved across most portfolios but remains under stress. The following discussion relates to the specific loan and lending-related categories. PCI loans are generally excluded from individual loan product discussions and are addressed separately below.

Home equity: Home equity loans at ~~June~~September 30, 2011, were $~~82.8~~80.3 billion, compared with $88.4 billion at December 31, 2010. The decrease in this portfolio primarily reflected loan paydowns and charge-offs. Senior lien nonaccrual loans remained ~~relatively~~ flat compared with December 31, 2010, while junior lien nonaccrual loans increased slightly. Early-stage delinquencies modestly improved from December 31, 2010 ~~while~~; net charge-offs improved from the same period of the prior year.

Approximately 20% of the ~~Firm's~~Firm’s owned home equity portfolio consists of home equity loans (“HELOANs”) and the remainder consists of home equity lines of credit (“HELOCs”). HELOANs are generally fixed-rate, closed-end, amortizing loans, with terms ranging from 3–30 years. Approximately half of the HELOANs are senior liens and the remainder are junior liens. In general, HELOCs are open-ended, revolving loans for a 10-year period, after which time the HELOC converts to a loan with a 20-year amortization period. At the time of origination, the borrower typically selects one of two minimum payment options that will generally remain in effect during the revolving period: a monthly payment of 1% of the outstanding balance, or interest-only payments based on a variable index (typically Prime).

The Firm manages the risk of HELOCs during their revolving period by closing or reducing the undrawn line to the extent permitted by law when borrowers are experiencing financial difficulty or ~~where~~when the collateral does not support the loan amount. Because the majority of the HELOCs were funded in 2005 or later, a fully-amortizing payment is not required until 2015 or later for the most significant portion of the HELOC ~~portfolio until 2015 or after.~~portfolio. The Firm regularly evaluates both the near-term and longer-term repricing risks inherent in its HELOC portfolio to ensure that the allowance for credit losses and its account management practices are appropriate given the portfolio risk profile.

At ~~June~~September 30, 2011, the Firm estimates that its home equity portfolio contained approximately $4 billion of junior lien loans where the borrower has a first mortgage loan that is either delinquent or has been ~~modified.~~modified ("high-risk seconds"). Such loans are considered to pose a higher risk of default than that of junior lien loans for which the senior lien is neither delinquent nor modified. Of this estimated $4$4 billion balance, the Firm owns ~~less than~~ approximately 5% and services approximately 30% of the related senior lien loans to these same ~~borrowers; in these cases, the Firm knows whether the senior lien loan is either delinquent or modified. In the other cases where the Firm neither owns nor services the senior lien loan, the~~borrowers. The Firm estimates the ~~amount~~balance of ~~higher-risk~~its total exposure to high-risk seconds on a quarterly basis using summary-level output from a database of information about senior and junior lien ~~loans.~~mortgage and home equity loans maintained by one of the bank regulatory agencies. This database comprises loan-level data provided by a number of servicers across the industry (including JPMorgan Chase). The performance of the Firm's junior lien loans is ~~otherwise materially~~generally consistent regardless of whether the Firm owns, services or does not service the senior lien. The increased probability of default associated with these higher-risk junior lien loans was considered in estimating the allowance for loan losses.

Mortgage: Mortgage loans at ~~June~~September 30, 2011, including prime, subprime and loans held-for-sale, were $~~84.9~~84.4 billion, compared with $86.0 billion at December 31, 2010. The decrease was primarily due to paydowns, portfolio run-off and charge-offs onor liquidation of delinquent loans, partially offset by prime mortgage originations. Net charge-offs decreased from the ~~same period in the prior year~~third quarter of 2010, but remained elevated.

Prime mortgages, including option adjustable-rate mortgages (“ARMs”) and loans held-for-sale at ~~June~~September 30, 2011, were $~~74.5~~74.4 billion, compared with $74.7 billion at December 31, 2010. ~~Such loans were relatively unchanged from December 31, 2010, as~~The decrease was due to charge-offs onor liquidation of delinquent loans, paydowns, and portfolio run-off of option ARM loans, ~~were~~mostly offset by prime mortgage originations. Excluding loans insured by U.S. government agencies, both early-stage and late-stage delinquencies showed modest improvement during ~~the first half of~~ the year but remained elevated. Nonaccrual loans showed improvement, but also remained elevated as a result of ongoing foreclosure processing delays. Net charge-offs declined ~~year over year~~year-over-year but remained high.

Option ARM loans, which are included in the prime mortgage portfolio, were $~~7.9~~7.7 billion and $8.1 billion atand represented ~~June 30, 2011~~10%, and ~~December 31, 2010, respectively, and represented~~ 11% of the prime mortgage portfolio ~~in both periods.~~at September 30, 2011, and December 31, 2010, respectively. The decrease in option ARM loans resulted from portfolio run-off, partially offset by the repurchase of loans previously securitized as the securitization entities were terminated. The Firm’s option ARM loans, other than those held in the PCI portfolio, are primarily loans with lower LTV ratios and higher borrower FICOs. Accordingly, the Firm expects substantially lower losses on this portfolio when compared

with the PCI option ARM pool. As of ~~June~~September 30, 2011, approximately 6% of option ARM borrowers were delinquent, 4% were making interest-only or negatively amortizing payments, and 90% were making amortizing payments. Approximately ~~84%~~83% of borrowers within the portfolio are subject to risk of payment shock due to future payment recast, as only a limited number of these loans have been modified. The cumulative amount of unpaid interest added to the unpaid principal balance due to negative

amortization of option ARMs was not material at either ~~June~~September 30, 2011, or December 31, 2010. The Firm estimates the following balances of option ARM loans will experience a recast that results in a payment increase: $2924 million in 2011, $~~297~~107 million in 2012 and $~~981~~350 million in 2013. The Firm did not originate option ARMs and new originations of option ARMs were discontinued by Washington Mutual prior to the date of JPMorgan Chase’s acquisition of its banking operations.

Subprime mortgages at ~~June~~September 30, 2011, were $~~10.4~~10.0 billion, compared with $11.3 billion at December 31, 2010. The decrease was due to portfolio run-off and charge-offs onor liquidation of delinquent loans. Both early-stage and late-stage delinquencies improved from December ~~2010.~~31, 2010. However, delinquencies and nonaccrual loans remained at elevated levels. Net charge-offs improved ~~significantly~~ from the same period in the prior year.

Auto: Auto loans at ~~June~~September 30, 2011, were $~~46.8~~46.7 billion, compared with $48.4 billion at December 31, 2010. Loan balances declined due to paydowns and payoffs, which were only partially offset by new originations reflecting the impact of increased competition. Delinquent and nonaccrual loans have ~~decreased.~~decreased from December 31, 2010. Net charge-offs declined from the prior year as a result of ~~lower delinquencies and~~ a decline in loss severity due to a strong used-car market nationwide. The auto loan portfolio reflected a high concentration of prime-quality credits.

Business banking: Business banking loans at ~~June~~September 30, 2011, were $~~17.1~~17.3 billion, compared with $16.8 billion at December 31, 2010. The increase was due to growth in new loan origination volumes. These loans primarily include loans that are collateralized, often with personal loan guarantees, and may also include Small Business Administration guarantees. Delinquent loans and nonaccrual loans showed some improvement from December 31, 2010, but remain elevated. Net charge-offs declined from the prior year.

Student and other: Student and other loans at ~~June~~September 30, 2011, were $~~14.8~~14.5 billion, compared with $15.3 billion at December 31, 2010. The decrease was due to paydowns and charge-offs on delinquent loans in student loans. Other loans primarily include other secured and unsecured consumer loans. Delinquencies and nonaccrual loans remained elevated, while charge-offs decreased from the prior-year quarter.

Purchased credit-impaired loans: PCI loans at ~~June~~September 30, 2011, were $~~69.0~~67.1 billion, compared with $72.8 billion at December 31, 2010. This portfolio represents loans acquired in the Washington Mutual transaction that were recorded at fair value at the time of acquisition.

The Firm regularly updates the amount of principal and interest cash flows expected 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.

At both ~~June~~September 30, 2011, and December 31, 2010, the Firm’s allowance for loan losses for the home equity, prime mortgage, subprime mortgage and option ARM PCI pools was $1.6 billion, $1.8 billion, $98 million and $1.5 billion, respectively.

Approximately ~~36%~~33% of the option ARM PCI loans were delinquent, 4%3% were making interest-only or negatively amortizing payments, and ~~60%~~64% were making amortizing payments. Approximately ~~34%~~65% of current borrowers have been modified into fixed-rate, fully amortizing loans; substantially all of the remaining loans are subject to risk of payment shock due to future payment ~~recast; substantially all of the remaining loans have been modified into fixed-rate, fully amortizing loans.~~recast. The cumulative amount of unpaid interest added to the unpaid principal balance of the option ARM PCI pool was $1.2 billion and $1.4 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively. The Firm estimates the following balances of option ARM PCI loans will experience a recast that results in a payment increase: $~~547~~281 million in 2011, $~~2.4~~2.0 billion in 2012 and $~~501~~300 million in 2013.

The following table provides a summary of lifetime principal loss estimates included in both the nonaccretable difference and the allowance for loan losses. During the third quarter of 2011, the Firm’s estimate of principal losses was reduced as a result of loan modifications; however, estimated cash flows of the PCI loan pools did not increase due to foregone interest resulting from these modifications. 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)				Lifetime loss estimates^(a)				LTD liquidation losses^(b)
(in billions)	June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Home equity	$	14.7	$	14.7	$	9.7	$	8.8	$	14.6	$	14.7	$	10.1	$	8.8
Prime mortgage	4.9		4.9		1.9		1.5		4.7		4.9		2.1		1.5
Subprime mortgage	3.7		3.7		1.4		1.2		3.5		3.7		1.6		1.2
Option ARMs	11.6		11.6		5.7		4.9		11.6		11.6		6.2		4.9
Total	$	34.9	$	34.9	$	18.7	$	16.4	$	34.4	$	34.9	$	20.0	$	16.4

(a)

Includes the original nonaccretable difference established in purchase accounting of $30.5 billion for principal losses only plus additional principal losses recognized subsequent to acquisition through the provision and allowance for loan losses. The remaining nonaccretable difference for principal losses only was $~~11.8~~10.5 billion and $14.1 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively.


(b)	Life-to-date (“LTD”) liquidation losses represent realization of loss upon loan resolution.

Geographic composition and current LTVs of residential real estate loans

The consumer credit portfolio is geographically diverse. At both September 30, 2011, and December 31, 2010, California ~~has~~had the greatest concentration of residential real estate loans with 24% of the total retained residential real estate loan portfolio, excluding mortgage loans insured by U.S. government agencies and PCI ~~loans at both~~ ~~June 30, 2011, and~~ ~~December 31, 2010~~.loans. Of the total retained residential real estate loan portfolio, excluding mortgage loans insured by U.S. government agencies and PCI loans, $~~82.7~~80.8 billion, or 54%, were concentrated in California, New York, Arizona, Florida and Michigan at ~~June~~September 30, 2011, compared with $86.4 billion, or 54%, at December 31, 2010.

The current estimated average LTV ratio for residential real estate loans retained, excluding mortgage loans insured by U.S. government agencies and PCI loans, was 82% at September 30, 2011, compared with 83% at ~~both~~ ~~June 30, 2011~~ ~~and~~ December 31, 2010. Excluding mortgage loans insured by U.S. government agencies and PCI loans, ~~24%~~23% of the retained portfolio had a current estimated LTV ratio greater than 100%, and 10% of the retained portfolio had a current estimated LTV ratio greater than 125% at ~~both~~ ~~June~~September 30, 2011, compared with 24% and10%, respectively, at December 31, 2010. The decline in home prices since 2007 has had a significant impact on the collateral ~~value~~values 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 current estimated LTV ratios greater than 100% continue to pay and are current, the continued willingness and ability of these borrowers to pay remains uncertain.

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 – PCI loans

June 30, 2011 December 31, 2010
(in millions, except ratios)
Unpaid principal balance^(a)
Current estimated
LTV ratio^(b)
Net carrying value^(d)
Ratio of net
carrying value
to current estimated
collateral value^(d)

Unpaid principal
balance^(a)
Current estimated
LTV ratio^(b)
Net carrying value^(d)
Ratio of net
carrying value
to current estimated
collateral value^(d)

Home equity $ 26,611
117 %
^(c)
$ 21,952
97 % $ 28,312
117 %
^(c)
$ 22,876
95 %
Prime mortgage 17,473
110
14,434
91
18,928
109
15,556
90
Subprime mortgage 7,677
115
5,089
76
8,042
113
5,300
74
Option ARMs 28,445
110
22,578
87
30,791
111
24,090
87



	September 30, 2011									December 31, 2010
(in millions, except ratios)	Unpaid principal balance^(a)		Current estimated LTV ratio^(b)			Net carrying value^(d)		Ratio of net carrying value to current estimated collateral value^(d)		Unpaid principal balance^(a)		Current estimated LTV ratio^(b)			Net carrying value^(d)		Ratio of net carrying value to current estimated collateral value^(d)
(in millions, except ratios)	Unpaid principal balance^(a)		Current estimated LTV ratio^(b)			Net carrying value^(d)				Unpaid principal balance^(a)		Current estimated LTV ratio^(b)			Net carrying value^(d)
Home equity	$	25,800	115	%	^(c)	$	21,522	96	%	$	28,312	117	%	^(c)	$	22,876	95	%
Prime mortgage	16,682		108			13,860		90		18,928		109			15,556		90
Subprime mortgage	7,437		114			4,974		76		8,042		113			5,300		74
Option ARMs	27,163		108			21,831		86		30,791		111			24,090		87


(a)	Represents the contractual amount of principal owed at ~~June~~September 30, 2011, and December 31, 2010.


(b)	Represents the aggregate unpaid principal balance of loans divided by the estimated current property value. Current property values are estimated at least quarterly based on home valuation models that utilize nationally recognized home price index valuation estimates; such models incorporate actual data to the extent available and forecasted data where actual data is not available.


(c)	Represents current estimated combined LTV for junior home equity liens, which considers all available lien positions related to the property. All other products are presented without consideration of subordinate liens on the property.

(d)

Net carrying value includes the effect of fair value adjustments that were applied to the consumer PCI portfolio at the date of acquisition and is also net of the allowance for loan losses, which was $1.6 billion for home equity, $1.8 billion for prime mortgage, $98 million for subprime mortgage and $1.5 billion for option ARMs at both ~~June~~September 30, 2011, and December 31, 2010. Prior-period amounts have been revised to conform to the current-period presentation.

PCI loans in the states of California and Florida represented 53% and 10%, respectively, of total PCI loans at both ~~June~~September 30, 2011, and December 31, 2010. The current estimated average LTV ratios were ~~118%~~114% and ~~140%~~137% for California and Florida loans, respectively, at ~~June~~September 30, 2011, compared with 118% and 135%, respectively, at December 31, 2010. Continued pressure on housing prices in California and Florida have contributed negatively to both the current estimated average LTV ratio and the ratio of net carrying value to current estimated collateral value for loans in the PCI portfolio. Of the PCI portfolio, ~~at both~~ ~~June 30, 2011~~ ~~and~~ ~~December 31, 2010~~, ~~63%~~61% had a current estimated LTV ratio greater than 100%, and ~~31%~~29% had a current estimated LTV ratio greater than 125% at September 30, 2011, compared with 63% and 31%, respectively, at December 31, 2010.

While the current estimated collateral value is greater than the net carrying value of PCI loans, the ultimate performance of this portfolio is highly dependent on borrowers’ behavior and ongoing ability and willingness to continue to make payments on homes with negative equity, as well as on the cost of alternative housing. For further information on the geographic composition and current estimated LTVs of residential real estate – non-PCI and PCI loans, see Note 13 on pages ~~134–148~~142–154 of this Form 10-Q.

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 ~~134–148~~142–154 of this Form 10-Q and Note 14 on pages ~~139–140~~220–238 of JPMorgan Chase’s 2010 Annual Report.

Residential real estate loans: For both the Firm’s on–balance sheet loans and loans serviced for others, more than ~~1,177,000~~1,224,000 mortgage modifications have been offered to borrowers and approximately ~~375,000~~428,000 have been approved since the beginning of 2009. Of these, approximately ~~355,000~~405,000 have achieved permanent modification as of ~~June~~September 30, 2011. Of the remaining ~~802,000~~796,000 offered modifications, ~~27%~~26% are in a trial period or still being reviewed for a modification, while ~~73%~~74% 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 Making Home Affordable (“MHA”) programs and is 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”). The Firm’s other loss-mitigation programs for troubled borrowers who do not qualify for HAMP include the traditional modification programs offered by the GSEs and Ginnie Mae, as well as the Firm’s proprietary modification programs, which include concessions similar to those offered under HAMP and 2MP but with expanded eligibility criteria. In addition, the Firm has offered specific targeted modification programs ~~targeted specifically~~ to higher risk borrowers, ~~with higher-risk mortgage products.~~many of whom were current on their mortgages prior to modification.

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 or forgiveness of principal payments that would have otherwise been required under the terms of the original agreement. For ~~the~~ ~~81,300~~ ~~on–balance sheet~~further information about how loans are modified, ~~under HAMP~~see Note 13, Nature and ~~the Firm’s other loss-mitigation programs since July 1, 2009,~~ ~~53%~~extent of ~~permanent loan~~ modifications, ~~have included interest rate reductions,~~ ~~57%~~ ~~have included term or payment extensions,~~ ~~12%~~ ~~have included principal deferment and~~ ~~22%~~ ~~have included principal forgiveness. Principal forgiveness has been limited to specific modification programs to higher-risk borrowers. The sum~~on pages 148–149 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.~~this Form 10-Q.

Generally, modifications for borrowers ~~must make~~who are in actual or imminent default require at least three payments to be made under the new terms during a trial modification period and must be successfully re-underwritten with income verification before ~~a mortgage or home equity~~the loan can be permanently modified. In the case of specific targeted modification programs, re-underwriting the loan or a trial modification period is generally not required. 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 relatively short period of time since ~~modification.~~the introduction of these modification programs. The primary indicator used by management to monitor the success of these 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~~similar 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. Performance metrics to date for modifications seasoned more than six months show weighted average redefault rates of ~~20%~~22% and~~28%~~29% for HAMP and the Firm’s ~~other~~similar modification programs, respectively. These redefault rates exclude certain recent modifications that were offered to borrowers who were current on their loans prior to modification, but who were subject to future payment recast ~~risk.~~risk, as well as other recent targeted modification programs. The weighted average default rate for such modifications that have seasoned more than six months was 5%. While the redefault rates for HAMP and the Firm’s other modification programs compare favorably to equivalent metrics for modifications completed under programs in effect prior to July 1, 2009, ultimate redefault rates remain uncertain until modified loans have seasoned.

The following table presents information as of ~~June~~September 30, 2011, and December 31, 2010, 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 estimated future cash flows. Modifications of consumer loans other than PCI loans are generally accounted for and reported as TDRs. For further information on TDRs for the three months and nine months ended September 30, 2011, see Note 13 on pages 146-152 on this Form 10-Q.

Restructured residential real estate loans


	June 30, 2011				December 31, 2010				September 30, 2011				December 31, 2010
(in millions)	On–balance sheet loans		Nonaccrual on–balance sheet loans^(d)		On–balance sheet loans		Nonaccrual on–balance sheet loans^(d)		On–balance sheet loans		Nonaccrual on–balance sheet loans^(d)		On–balance sheet loans		Nonaccrual on–balance sheet loans^(d)
Restructured residential real estate loans – excluding PCI loans^(a)(b)
Home equity – senior lien	$	261	$	53	$	226	$	38	$	275	$	48	$	226	$	38
Home equity – junior lien	517		232		283		63		606		201		283		63
Prime mortgage, including option ARMs	3,390		698		2,084		534		4,376		738		2,084		534
Subprime mortgage	2,843		695		2,751		632		3,007		752		2,751		632
Total restructured residential real estate loans – excluding PCI loans	$	7,011	$	1,678	$	5,344	$	1,267	$	8,264	$	1,739	$	5,344	$	1,267
Restructured PCI loans^(c)
Home equity	$	749	NA		$	492	NA		$	883	NA		$	492	NA
Prime mortgage	3,663		NA		3,018		NA		4,762		NA		3,018		NA
Subprime mortgage	3,560		NA		3,329		NA		3,757		NA		3,329		NA
Option ARMs	12,574		NA		9,396		NA		12,907		NA		9,396		NA
Total restructured PCI loans	$	20,546	NA		$	16,235	NA		$	22,309	NA		$	16,235	NA


(a)	Amounts represent the carrying value of restructured residential real estate loans.

(b)

At ~~June~~September 30, 2011, and December 31, 2010, $~~3.5~~3.8 billion and $3.0 billion, respectively, of loans modified subsequent to repurchase from Ginnie Mae in accordance with the standards of the appropriate government agency (i.e., FHA, VA, ~~RHA)~~RHS) were excluded from loans accounted for as TDRs. When such loans perform subsequent to modification in accordance with Ginnie Mae guidelines, they are generally sold back into Ginnie Mae loan pools. Modified loans that do not re-perform become subject to foreclosure. For additional information about sales of loans in securitization transactions with Ginnie Mae, see Note 15 on pages ~~151–159~~160–168 of this Form 10-Q.


(c)	Amounts represent the unpaid principal balance of restructured PCI loans.

(d)

Nonaccrual 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 or three payments subsequent to permanent modification if trial modification payments were made. As of ~~June~~September 30, 2011, and December 31, 2010, nonaccrual loans included $~~938~~997 million and $580 million, respectively, of TDRs for which the borrowers had not yet made six payments under the modified terms.

Foreclosure prevention: Foreclosure is a last resort, and the Firm makes significant efforts to help borrowers stay in their homes. Since the ~~second~~third quarter of 2009, the Firm has prevented two foreclosures (through loan modification, short sales, and other foreclosure prevention means) for every foreclosure completed.

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 various ways to pursue options other than foreclosure. In addition, if the Firm is unable to contact a customer, various reviews are completed of a 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 more than 14 months.

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. During the third quarter of 2010, the Firm became aware that certain documents executed by Firm personnel in connection with the foreclosure process may not have complied with all applicable procedural requirements. As a result, the Firm instructed its outside foreclosure counsel to temporarily suspend foreclosures, foreclosure sales and evictions in 43 states so that it could review its processes. These matters are the subject of investigation by federal and state officials. For further discussion, see “Mortgage Foreclosure Investigations and Litigation” in Note 23 on ~~pages 172–179~~page 186 of this Form 10-Q.

As of ~~June 30,~~January 2011,, the Firm ~~has~~had resumed initiation of new foreclosure proceedings in nearly all states in which it had previously suspended such proceedings.

8384

Nonperforming assets

The following table presents information as of ~~June~~September 30, 2011, and December 31, 2010, about consumer, excluding credit card, nonperforming assets.

Nonperforming assets^(a)


(in millions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Nonaccrual loans^(b)(c)
Home equity – senior lien	$	481	$	479	$	479	$	479
Home equity – junior lien	827		784		811		784
Prime mortgage, including option ARMs	4,024		4,320		3,656		4,320
Subprime mortgage	2,058		2,210		1,932		2,210
Auto	111		141		114		141
Business banking	770		832		756		832
Student and other	79		67		68		67
Total nonaccrual loans	8,350		8,833		7,816		8,833
Assets acquired in loan satisfactions
Real estate owned	956		1,294		874		1,294
Other	46		67		52		67
Total assets acquired in loan satisfactions	1,002		1,361		926		1,361
Total nonperforming assets	$	9,352	$	10,194	$	8,742	$	10,194

(a)

(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.


(c)	At ~~June~~September 30, 2011, and December 31, 2010, consumer, excluding credit card nonaccrual loans represented ~~2.65%~~2.52% and 2.70%, respectively, of total consumer, excluding credit card ~~loans ..~~loans.

Nonaccrual loans: Total consumer, excluding credit card, nonaccrual loans were $~~8.4~~7.8 billion at ~~June~~September 30, 2011, compared with $8.8 billion at December 31, 2010. Nonaccrual loans have ~~stabilized,~~declined, but ~~remained~~remain at elevated levels. The ~~increase in loan modification activities~~elongated foreclosure processing timelines is expected to continue to result in elevated levels of nonaccrual loans in the residential real estate ~~portfolios as a result of both redefault of modified loans as well as~~portfolios. In addition, the Firm’s policy that modified loans remain in nonaccrual status until repayment is reasonably assured and the borrower has made a minimum of six payments under the new terms or three payments subsequent to permanent modification if trial modification payments were ~~made.~~made has also contributed to the elevated levels of nonaccrual loans. Nonaccrual loans in the residential real estate portfolio totaled $~~7.4~~6.9 billion at ~~June~~September 30, 2011, of which ~~71%~~69% were greater than 150 days past due; this compared with nonaccrual residential real estate loans of $7.8 billion at December 31, 2010, of which 71% were greater than 150 days past due. Modified residential real estate loans of $1.7 billion and $1.3 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively, were classified as nonaccrual loans. Of these modified residential real estate loans, $~~938~~997 million and $580 million had yet to make six payments under their modified terms at ~~June~~September 30, 2011, and December 31, 2010, respectively, with the remaining nonaccrual modified loans having redefaulted. In the aggregate, the unpaid principal balance of residential real estate loans greater than 150 days past due was charged down by approximately ~~48%~~49% and 46% to estimated collateral value at ~~June~~September 30, 2011, and December 31, 2010, respectively.

Real estate owned (“REO”): REO assets, excluding those insured by U.S. government agencies, decreased by $~~338~~420 million from$1.3 billion at December 31, 2010, to $~~956~~874 million at ~~June~~September 30, 2011.

Enhancements to ~~Mortgage Servicing~~mortgage servicing

During the second quarter of 2011, the Firm entered into Consent Orders with banking regulators relating to its residential mortgage servicing, foreclosure and loss-mitigation activities. In their Orders, the regulators have mandated significant changes to the Firm’s servicing and default business and outlined requirements to implement these changes. In accordance with the requirements of the Consent Orders, the Firm submitted a comprehensive action plan ~~setting~~in September 2011 and has commenced implementation. The plan sets forth the steps necessary to ensure the Firm’s residential mortgage servicing, foreclosure and loss-mitigation activities are conducted in accordance with the requirements of the Orders. In addition, the Firm has undertaken remedial actions to ensure that it satisfies all requirements relating to mortgage servicing, foreclosures and loss-mitigation activities outlined in the Consent Orders. ~~These~~

To date, the Firm has implemented a number of corrective actions including the following:

Established an independent Compliance Committee which meets regularly and monitors progress against the ~~Firm intends to implement over the course of this year, include:~~Consent Orders.

~~Strengthening its compliance program so as to ensure mortgage-servicing and foreclosure operations, including loss-mitigation and loan modification, comply with all applicable legal requirements.~~

~~Establishing~~Launched a single point of contact for borrowers to ensure effective coordination and communication related to foreclosure,

8485

loss-mitigation and loan modification.

~~Ensuring appropriate~~Enhanced its approach to oversight over third-party vendors for foreclosure or other related functions.

~~Ensuring~~Standardized the processes for maintaining appropriate controls and oversight of the Firm’s activities with respect to the Mortgage Electronic Registration system (“MERS”) and compliance with MERSCORP’s membership rules, terms and conditions.

~~Enhancing~~Strengthened its compliance program so as to ensure mortgage-servicing and foreclosure operations, including loss-mitigation and loan modification, comply with all applicable legal requirements.

Enhanced management information systems for loan modification, loss-mitigation and foreclosure activities.

~~Developing~~Developed a comprehensive assessment of risks in servicing operations including, but not limited to, operational, transaction, legal and reputational risks.

In addition, pursuant to the Consent Orders, the Firm is required to enhance oversight of its mortgage servicing activities, including compliance, management and audit and, accordingly, is making changes in its organization structure, control oversight and customer service ~~practices, which include:~~

~~Establishing an independent Compliance Committee which meets regularly and monitors progress against the Consent Orders.~~

~~Submission of a MERS plan which will ensure the Firm has the appropriate controls in place and is in compliance with MERSCORP’s membership rules, terms, and conditions.~~

Completion of a draft comprehensive risk assessment which has been submitted to senior management for review; a risk management plan is under development and it is intended to be completed within 120 days of the Consent Order.

~~Adding and upgrading compliance resources to support their expanded role with regard to ongoing activities as well as the expanded testing plan.~~

Defining the single point of contact role, including the roles of supervisors and managers, and the subsequent initiation of a pilot with the rollout of the single point of contact scheduled for later this year.practices.

Additionally, pursuant to the Consent Orders, the Firm has retained an independent consultant to conduct a review of its residential foreclosure actions during the period from January 1, 2009, through December 31, 2010 (including foreclosure actions brought in respect toof loans being serviced), and to remediate any errors or deficiencies identified by the independent consultant, including, if required, by reimbursing borrowers for any identified financial injury they may have incurred. The identification of residential mortgage loans serviced by the Firm in which a foreclosure action was initiated ~~is in process and will be~~has been provided to the Independent Consultant. The borrower outreach process is being ~~developed.~~finalized and is expected to begin in the fourth quarter of 2011. For additional information, see Note 23 on pages ~~172–179~~181–189 of this Form 10-Q.

Credit Card

Total credit card loans were $~~125.5~~127.1 billion at ~~June~~September 30, 2011, a decrease of $~~12.2~~10.5 billion from December 31, 2010, due to ~~seasonality,~~lower seasonal balances, higher repayment rates, runoff of the Washington Mutual portfolio and the Firm's sale of the $3.7 billion Kohl's portfolio on April 1, 2011.

For the retained credit card portfolio, the ~~30 plus~~30+ day delinquency rate decreased to ~~2.98%~~2.90% at ~~June~~September 30, 2011, from 4.14% at December 31, 2010; and the net charge-off rate decreased to ~~5.82%~~4.70% for the three months ended ~~June~~September 30, 2011, from ~~10.20%~~8.87% for the three months ended ~~June~~September 30, 2010. For the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, the respective net charge-off rates were ~~6.40%~~5.83% and ~~10.99%~~10.31%. The delinquency trend is showing improvement, ~~especially within early-stage delinquencies.~~but the improvement slowed toward the end of the third quarter. Charge-offs have improved as a result of lower delinquent loans. The credit card portfolio continues to reflect a well-seasoned, largely rewards-based portfolio that has good U.S. geographic diversification. The greatest geographic concentration of credit card retained loans is in California, which represented 13% of total retained loans at both ~~June~~September 30, 2011, and December 31, 2010. Loan concentration for the top five states of California, New York, Texas, Florida and Illinois consisted of $~~50.5~~51.4 billion in receivables, or 40% of the retained loan portfolio, at ~~June~~September 30, 2011, compared with $54.4 billion, or 40%, at December 31, 2010.

Total retained credit card loans, excluding the Washington Mutual portfolio, were $~~113.8~~115.7 billion at ~~June~~September 30, 2011, compared with $121.8 billion at December 31, 2010. The ~~30 plus~~30+ day delinquency rate was ~~2.71%~~2.62% at ~~June~~September 30, 2011, down from 3.73% at December 31, 2010, and the net charge-off rate decreased to ~~5.23%~~4.29% for the three months ended ~~June~~September 30, 2011, from ~~9.02%~~8.06% for the three months ended ~~June~~September 30, 2010. For the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, the respective net charge-off rates were ~~5.77%~~5.27% and ~~9.80%~~9.24%.

Retained credit card loans in the Washington Mutual portfolio were $~~11.8~~11.4 billion at ~~June~~September 30, 2011, compared with $13.7 billion at December 31, 2010. The Washington Mutual portfolio’s ~~30 plus~~30+ day delinquency rate was ~~5.53%~~5.68% at ~~June~~September 30, 2011, down from 7.74% at December 31, 2010. The respective net charge-off rates for the three months ended ~~June~~September 30, 2011 and 2010, were ~~11.28%~~8.79% and ~~19.53%~~15.58%, and for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, the ~~respectively~~respective net charge-off ~~rate was~~rates were ~~12.16%~~11.09% and ~~20.10%~~18.72%.

Modifications of credit card loans

For additional information about loan modification programs to borrowers, see Modifications of credit card loans on pages 137–138 of JPMorgan Chase’s 2010 Annual Report.

At ~~June~~September 30, 2011, and December 31, 2010, the Firm had $~~8.5~~7.8 billion and $10.0 billion, respectively, of on–balance sheet credit card loans outstanding that have been modified in TDRs. These balances included both credit card loans with modified payment terms and credit card loans that reverted back to their pre-modification payment terms. The decrease in modified credit card loans outstanding from December 31, 2010~~, to~~ ~~June 30, 2011~~, was primarily attributable to a reduction in new modifications, with ongoing payments or charge-offs on previously modified credit card loans also contributing to the decrease. The Firm expects that a significant portion of the borrowers whose loans have been modified will not ultimately comply with the modified payment terms. Based on historical experience, the estimated weighted-average ultimate default rates for modified credit card loans were ~~37.40%~~36.22% at ~~June~~September 30, 2011, and 36.45% at December 31, 2010.

Consistent with the Firm’s policy, all credit card loans typically remain on accrual status. However, the Firm establishes an allowance for the estimated uncollectible portion of billed and accrued interest and fee income on credit card loans, which is reflected as a charge to interest income.

COMMUNITY REINVESTMENT ACT EXPOSURE

The Community Reinvestment Act (“CRA”) encourages banks to meet the credit needs of borrowers in all segments of their communities, including neighborhoods with low or moderate incomes. JPMorgan Chase is a national leader in community development by providing loans, investments and community development services in communities across the United States.

At ~~June~~September 30, 2011, and December 31, 2010, the Firm’s CRA loan portfolio was approximately $15 billion and $16 billion, respectively. At ~~June~~September 30, 2011, and December 31, 2010,64% and 65%, respectively, of the CRA portfolio were residential mortgage ~~loans at both periods;~~loans; 16% and 15%, respectively, were business banking loans; ~~13%~~ ~~and~~ 14%, ~~respectively,~~for both periods, were commercial real estate loans; and 6%, respectively, were other loans atfor both periods. CRA nonaccrual loans were 6% of the Firm’s nonaccrual loans at both ~~June~~September 30, 2011, and December 31, 2010, respectively. Net charge-offs in the CRA portfolio were 3% ~~and~~ 2%, ~~respectively,~~ of the Firm’s net charge-offs for each of the three months ended ~~June~~September 30, 2011 and 2010. For the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, the net charge-offs in the CRA portfolio were 3% and 2%, respectively, of the Firm's net charge-offs.

ALLOWANCE FOR CREDIT LOSSES

JPMorgan Chase’s allowance for loan losses covers the wholesale (risk-rated), and consumer (primarily scored) portfolios. The allowance represents management’s estimate of probable credit losses inherent in the Firm’s loan portfolio. Management also determines an allowance for wholesale and consumer (excluding credit card) lending-related commitments using a methodology similar to that used for ~~the~~ wholesale loans.

For a further discussion of the components of the allowance for credit losses, see Critical Accounting Estimates Used by the Firm on pages ~~92–95~~95–97 and Note 14 on pages ~~149–150~~158–159 of this Form 10-Q.

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 ~~June~~September 30, 2011, JPMorgan Chase deemed the allowance for credit losses to be appropriate (i.e., sufficient to absorb losses inherent in the portfolio).

The allowance for credit losses was $~~29.1~~29.0 billion at ~~June~~September 30, 2011, a decrease of $~~3.8~~3.9 billion from $33.0 billion at December 31, 2010. The credit card allowance for loan losses decreased by $~~3.0~~3.5 billion from December 31, 2010, primarily as a result of lower estimated losses. The wholesale allowance for loan losses decreased by $~~670~~459 million from December 31, 2010, primarily related to the impact of loan sales and net repayments.

The allowance for lending-related commitments for both the wholesale and consumer, excluding credit card portfolios, which is reported in other liabilities, totaled $~~626~~686 million and $717 million at ~~June~~September 30, 2011, and December 31, 2010, respectively.

8687

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.

Summary of changes in the allowance for credit losses


	2011												2010												2011												2010
Six months ended June 30,	Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total
Nine months ended September 30,	Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total
(in millions, except ratios)	Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total
Allowance for loan losses	Wholesale			Consumer, excluding credit card			Credit card			Total			Wholesale			Consumer, excluding credit card			Credit card			Total
Beginning balance at January 1,	$	4,761		$	16,471		$	11,034		$	32,266		$	7,145		$	14,785		$	9,672		$	31,602		$	4,761		$	16,471		$	11,034		$	32,266		$	7,145		$	14,785		$	9,672		$	31,602
Cumulative effect of change in accounting principles^(a)	—			—			—			—			14			127			7,353			7,494			—			—			—			—			14			127			7,353			7,494
Gross charge-offs	387			2,817			4,762			7,966			1,278			4,429			8,945			14,652			485			4,109			6,527			11,121			1,575			6,106			12,430			20,111
Gross recoveries	(142		)	(275		)	(726		)	(1,143		)	(88		)	(228		)	(712		)	(1,028		)	(391		)	(408		)	(992		)	(1,791		)	(119		)	(359		)	(1,064		)	(1,542		)
Net charge-offs	245			2,542			4,036			6,823			1,190			4,201			8,233			13,624			94			3,701			5,535			9,330			1,456			5,747			11,366			18,569
Provision for loan losses	(414		)	2,446			1,036			3,068			(812		)	5,450			5,733			10,371			(347		)	3,731			2,035			5,419			(750		)	6,999			7,366			13,615
Other	(11		)	12			8			9			(9		)	3			(1		)	(7		)	(18		)	19			(6		)	(5		)	10			5			4			19
Ending balance	$	4,091		$	16,387		$	8,042		$	28,520		$	5,148		$	16,164		$	14,524		$	35,836		$	4,302		$	16,520		$	7,528		$	28,350		$	4,963		$	16,169		$	13,029		$	34,161
Impairment methodology
Asset-specific^(b)(c)(d)	$	749		$	1,049		$	3,451		$	5,249		$	1,324		$	1,091		$	4,846		$	7,261		$	670		$	1,016		$	3,052		$	4,738		$	1,246		$	1,088		$	4,573		$	6,907
Formula-based^(c)	3,342			10,397			4,591			18,330			3,824			12,262			9,678			25,764			3,632			10,563			4,476			18,671			3,717			12,270			8,456			24,443
PCI	—			4,941			—			4,941			—			2,811			—			2,811			—			4,941			—			4,941			—			2,811			—			2,811
Total allowance for loan losses	$	4,091		$	16,387		$	8,042		$	28,520		$	5,148		$	16,164		$	14,524		$	35,836		$	4,302		$	16,520		$	7,528		$	28,350		$	4,963		$	16,169		$	13,029		$	34,161
Allowance for lending-related commitments
Beginning balance at January 1,	$	711		$	6		$	—		$	717		$	927		$	12		$	—		$	939		$	711		$	6		$	—		$	717		$	927		$	12		$	—		$	939
Cumulative effect of change in accounting principles^(a)	—			—			—			—			(18		)	—			—			(18		)	—			—			—			—			(18		)	—			—			(18		)
Provision for lending-related commitments	(89		)	—			—			(89		)	4			(2		)	—			2			(29		)	—			—			(29		)	(14		)	(5		)	—			(19		)
Other	(2		)	—			—			(2		)	(11		)	—			—			(11		)	(2		)	—			—			(2		)	(29		)	—			—			(29		)
Ending balance	$	620		$	6		$	—		$	626		$	902		$	10		$	—		$	912		$	680		$	6		$	—		$	686		$	866		$	7		$	—		$	873
Impairment methodology
Asset-specific	$	144		$	—		$	—		$	144		$	248		$	—		$	—		$	248		$	156		$	—		$	—		$	156		$	267		$	—		$	—		$	267
Formula-based	476			6			—			482			654			10			—			664			524			6			—			530			599			7			—			606
Total allowance for lending-related commitments	$	620		$	6		$	—		$	626		$	902		$	10		$	—		$	912		$	680		$	6		$	—		$	686		$	866		$	7		$	—		$	873
Total allowance for credit losses	$	4,711		$	16,393		$	8,042		$	29,146		$	6,050		$	16,174		$	14,524		$	36,748		$	4,982		$	16,526		$	7,528		$	29,036		$	5,829		$	16,176		$	13,029		$	35,034
Memo:
Retained loans, end of period	$	244,224		$	315,169		$	125,523		$	684,916		$	212,987		$	339,229		$	142,994		$	695,210		$	255,799		$	310,104		$	127,041		$	692,944		$	217,582		$	333,031		$	136,436		$	687,049
Retained loans, average	232,058			320,894			127,136			680,088			210,300			347,483			151,020			708,803			238,153			318,012			126,933			683,098			211,540			343,639			147,326			702,505
PCI loans, end of period	54			68,994			—			69,048			94			76,901			—			76,995			33			67,128			—			67,161			77			74,752			—			74,829
Credit ratios
Allowance for loan losses to retained loans	1.68		%	5.20		%	6.41		%	4.16		%	2.42		%	4.76		%	10.16		%	5.15		%	1.68		%	5.33		%	5.93		%	4.09		%	2.28		%	4.86		%	9.55		%	4.97		%
Allowance for loan losses to retained nonaccrual loans^(d)	122			196			NM			243			97			154			NM			227			143			211			NM			262			95			164			NM			226
Allowance for loan losses to retained nonaccrual loans excluding credit card	122			196			NM			175			97			154			NM			135			143			211			NM			192			95			164			NM			140
Net charge-off rates^(e)	0.21			1.60			6.40			2.02			1.14			2.44			10.99			3.88			0.05			1.56			5.83			1.83			0.92			2.24			10.31			3.53
Credit ratios excluding home lending PCI loans
Allowance for loan losses to retained loans^(f)	1.68			4.65			6.41			3.83			2.42			5.09			10.16			5.34			1.68			4.77			5.93			3.74			2.28			5.17			9.55			5.12
Allowance for loan losses to retained nonaccrual loans^(d)(f)	122			137			NM			201			97			127			NM			209			143			148			NM			216			95			135			NM			208
Allowance for loan losses to retained nonaccrual loans excluding credit card^(d)(f)	122			137			NM			133			97			127			NM			117			143			148			NM			147			95			135			NM			121

(a)

Effective January 1, 2010, the Firm adopted accounting guidance related to VIEs. Upon adoption of the guidance, the Firm consolidated its sponsored credit card securitization trusts, its 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, respectively, of allowance for loan losses were recorded on–balance sheet with the consolidation of these entities. For further discussion, see Note 16 on pages 244–259 of JPMorgan Chase’s 2010 Annual Report.


(b)	Includes risk-rated loans that have been placed on nonaccrual status and loans that have been modified in a TDR.


(c)	The asset-specific consumer, excluding credit card allowance for loan losses included TDR reserves of $~~962~~930 million and $~~946~~980 million at ~~June~~September 30, 2011, and 2010, respectively.

(d)

The Firm’s policy is generally to exempt credit card loans from being placed on nonaccrual status as permitted by regulatory guidance. Under the 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.

8788


(e)	Charge-offs are not recorded on PCI loans until actual losses exceed estimated losses recorded as purchase accounting adjustments at the time of acquisition.


(f)	Excludes the impact of PCI loans acquired as part of the Washington Mutual transaction.

Provision for credit losses

For the three and ~~six~~nine months ended ~~June~~September 30, 2011, the provision for credit losses was $~~1.8~~2.4 billion and ~~$3.0~~$5.4 billion, respectively, down ~~46%~~25% and ~~71%~~60%, respectively from the prior year periods. ~~The~~For the three and nine months ended September 30, 2011, the consumer, excluding credit card, provision for credit losses was $~~1.1~~1.3 billion and ~~$2.4~~$3.7 billion, down ~~35%~~17% and ~~55%~~47%, respectively, from the prior year periods, reflecting ~~improving~~improved delinquency and charge-off trends in 2011 across most portfolios. The credit card provision for credit losses was $~~810~~999 million and ~~$1.0~~$2.0 billion, down ~~64%~~39% and ~~82%~~72%, respectively, from the prior year periods, driven primarily by improved ~~delinquency and~~ net credit loss ~~trends. The credit card three and six months provision also benefited from~~trends as well as a reduction in the allowance for loan losses for both the prior and current year ~~periods. The~~periods as a result of improved delinquency trends. For the three and nine months ended September 30, 2011, the wholesale provision for credit losses ~~had lower benefits~~was $127 million and a benefit of $~~117~~376 million, compared with $44 million and ~~$503 million, compared with benefits~~a benefit of $~~572~~764 million ~~and $808 million~~ in the prior-year periods. The change in the wholesale provision when compared to the prior year periods primarily ~~reflecting continued improvement in~~reflect loan growth and other portfolio activity including the ~~credit environment from the year-ago period. The current-quarter benefit reflected a reduction in~~effect on the allowance ~~for loan losses, primarily~~ due to lower net ~~repayments.~~charge-offs.


Three months ended June 30,	Provision for loan losses						Provision for lending-related commitments						Total provision for credit losses
Three months ended September 30,																			Provision for loan losses				Provision for lending-related commitments					Total provision for credit losses
(in millions)	2011			2010			2011			2010			2011			2010			2011		2010		2011		2010			2011		2010
Wholesale	$	(55	)	$	(555	)	$	(62	)	$	(17	)	$	(117	)	$	(572	)	$	67	$	62	$	60	$	(18	)	$	127	$	44
Consumer, excluding credit card	1,117			1,714			—			—			1,117			1,714			1,285		1,549		—		(3		)	1,285		1,546
Credit card	810			2,221			—			—			810			2,221			999		1,633		—		—			999		1,633
Total provision for credit losses	$	1,872		$	3,380		$	(62	)	$	(17	)	$	1,810		$	3,363		$	2,351	$	3,244	$	60	$	(21	)	$	2,411	$	3,223


Six months ended June 30,	Provision for loan losses						Provision for lending-related commitments						Total provision for credit losses
Nine months ended September 30,																			Provision for loan losses						Provision for lending-related commitments						Total provision for credit losses
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010			2011			2010			2011			2010
Wholesale	$	(414	)	$	(812	)	$	(89	)	$	4		$	(503	)	$	(808	)	$	(347	)	$	(750	)	$	(29	)	$	(14	)	$	(376	)	$	(764	)
Consumer, excluding credit card	2,446			5,450			—			(2		)	2,446			5,448			3,731			6,999			—			(5		)	3,731			6,994
Credit card	1,036			5,733			—			—			1,036			5,733			2,035			7,366			—			—			2,035			7,366
Total provision for credit losses	$	3,068		$	10,371		$	(89	)	$	2		$	2,979		$	10,373		$	5,419		$	13,615		$	(29	)	$	(19	)	$	5,390		$	13,596

MARKET RISK MANAGEMENT

For a discussion of the Firm’s market risk management organization, major market risk drivers and classification of risks, see pages 142–146 of JPMorgan Chase’s 2010 Annual Report.

Value-at-risk

JPMorgan Chase utilizes VaR, a statistical risk measure, to estimate the potential loss from adverse market moves. Each business day, as part of its risk management activities, the Firm undertakes a comprehensive VaR calculation that includes the majority of its material market risks. VaR provides a consistent cross-business measure of risk profiles and levels of diversification and is used for comparing risks across businesses and monitoring limits. These VaR results are reported to senior management and regulators, and they are utilized in regulatory capital calculations.

The Firm calculates VaR to estimate possible economic outcomes for its current positions using historical simulation, which measures risk across instruments and portfolios in a consistent, 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 the distribution of potential outcomes in the immediate future. VaR is calculated using a one day time horizon and an expected tail-loss methodology, and approximates a 95% confidence level. This means that, assuming current changes in market values are consistent with the historical changes used in the simulation, the Firm would expect to incur losses greater than that predicted by VaR estimates five times in every 100 trading days, or about 12 to 13 times a year. However, differences between current and historical market price volatility may result in fewer or greater VaR exceptions than the number indicated by the historical simulation. The Firm’s VaR calculation is highly granular and incorporates numerous risk factors, which are selected based on the risk profile of each portfolio.

The table below shows the results of the Firm’s VaR measure using a 95% confidence level.

Total IB trading VaR by risk type, credit portfolio VaR and other VaR


	Three months ended June 30,																												Six months ended June 30,								Three months ended September 30,																												Nine months ended September 30,
	2011										2010										At June 30,								Average								2011										2010										At September 30,								Average
(in millions)	Avg.				Min			Max			Avg.				Min			Max			2011				2010				2011				2010				Avg.				Min			Max			Avg.				Min			Max			2011				2010				2011				2010
IB VaR by risk type:
Fixed income	$	45			$	36		$	57		$	64			$	33		$	95		$	37			$	87			$	47			$	66			$	48			$	31		$	68		$	72			$	55		$	92		$	62			$	59			$	47			$	68
Foreign exchange	9				6			13			10				7			18			10				11				10				12				10				7			15			9				6			11			11				11				10				11
Equities	25				17			36			20				12			32			18				23				27				22				19				15			37			21				13			35			18				23				24				22
Commodities and other	16				11			24			20				12			32			13				12				15				18				15				12			21			13				11			15			17				14				15				16
Diversification benefit to IB trading VaR	(37		)	^(a)	NM		^(b)	NM		^(b)	(42		)	^(a)	NM		^(b)	NM		^(b)	(39		)	^(a)	(42		)	^(a)	(38		)	^(a)	(46		)	^(a)	(39		)	^(a)	NM		^(b)	NM		^(b)	(38		)	^(a)	NM		^(b)	NM		^(b)	(45		)	^(a)	(48		)	^(a)	(38		)	^(a)	(43		)	^(a)
IB trading VaR	$	58			$	38		$	75		$	72			$	40		$	107		$	39			$	91			$	61			$	72			$	53			$	34		$	72		$	77			$	54		$	100		$	63			$	59			$	58			$	74
Credit portfolio VaR	27				22			33			27				18			40			22				29				27				23				38				19			55			30				22			40			41				31				30				25
Diversification benefit to IB trading and credit portfolio VaR	(8		)	^(a)	NM		^(b)	NM		^(b)	(9		)	^(a)	NM		^(b)	NM		^(b)	(10		)	^(a)	(9		)	^(a)	(8		)	^(a)	(9		)	^(a)	(21		)	^(a)	NM		^(b)	NM		^(b)	(8		)	^(a)	NM		^(b)	NM		^(b)	(25		)	^(a)	(10		)	^(a)	(11		)	^(a)	(9		)	^(a)
Total IB trading and credit portfolio VaR	$	77			$	51		$	98		$	90			$	50		$	128		$	51			$	111			$	80			$	86			$	70			$	42		$	101		$	99			$	73		$	128		$	79			$	80			$	77			$	90
Other VaR by risk type:
Mortgage Banking VaR	20				6			30			24				12			42			19				19				18				25
Other VaR :
Mortgage Production and Servicing VaR																																					40				15			72			24				8			47			46				20				25				24
Chief Investment Office (“CIO”) VaR	51				43			57			72				55			79			46				55				56				71				48				30			59			53				44			61			58				52				53				65
Diversification benefit to total other VaR	(10		)	^(a)	NM		^(b)	NM		^(b)	(14		)	^(a)	NM		^(b)	NM		^(b)	(5		)	^(a)	(12		)	^(a)	(12		)	^(a)	(14		)	^(a)	(15		)	^(a)	NM		^(b)	NM		^(b)	(15		)	^(a)	NM		^(b)	NM		^(b)	(26		)	^(a)	(13		)	^(a)	(13		)	^(a)	(14		)	^(a)
Total other VaR	$	61			$	55		$	68		$	82			$	55		$	97		$	60			$	62			$	62			$	82			$	73			$	46		$	102		$	62			$	50		$	79		$	78			$	59			$	65			$	75
Diversification benefit to total IB and other VaR	(44		)	^(a)	NM		^(b)	NM		^(b)	(79		)	^(a)	NM		^(b)	NM		^(b)	(29		)	^(a)	(59		)	^(a)	(51		)	^(a)	(73		)	^(a)	(35		)	^(a)	NM		^(b)	NM		^(b)	(52		)	^(a)	NM		^(b)	NM		^(b)	(31		)	^(a)	(41		)	^(a)	(45		)	^(a)	(66		)	^(a)
Total IB and other VaR	$	94			$	82		$	107		$	93			$	66		$	133		$	82			$	114			$	91			$	95			$	108			$	72		$	147		$	109			$	82		$	142		$	126			$	98			$	97			$	99


(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.

VaR Measurement

IB trading VaR includes substantially all trading activities in IB, including the credit spread sensitivities of certain mortgage products and syndicated lending facilities that the Firm intends to distribute. The Firm uses proxies to estimate the VaR for these products since daily time series are largely not available. It is likely that using an actual price-based time series for these products, if available, would affect the VaR results presented. In addition, for certain products included in IB trading and credit portfolio VaR particular risk parameters are not fully captured – for example, correlation risk.

Credit portfolio VaR includes the derivative CVA, hedges of the CVA and ~~mark-to-market (“MTM”)~~MTM hedges of the retained loan portfolio, which are reported in principal transactions revenue. However, Credit portfolio VaR does not include the retained portfolio, which is not MTM.

Other VaR includes certain positions employed as part of the Firm’s risk management function within the Chief Investment Office (“CIO”) and in the Mortgage ~~Banking~~Production and Servicing business. CIO VaR includes positions, primarily in debt securities and credit products, used to manage structural and other risks including interest rate, credit and mortgage risks arising from the Firm’s ongoing business activities. Mortgage ~~Banking~~Production and Servicing VaR includes the Firm’s mortgage pipeline and warehouse loans, MSRs and all related hedges.

As noted above, IB, Credit portfolio and other VaR does not include the retained credit portfolio, which is not marked to market; however, it does include hedges of those positions. It also does not include ~~debit valuation adjustments (“DVA”) taken~~DVA on derivative and structured liabilities to reflect the credit quality of the ~~Firm,~~Firm; principal investments (mezzanine financing, tax-oriented investments, etc.),; and certain securities and investments held by the Corporate/Private Equity line of business, including private equity investments, capital management positions and longer-term investments managed by CIO. These longer-term positions are managed through the Firm’s ~~earnings at risk~~earnings-at-risk and other cash ~~flow monitoring~~flow-monitoring processes, rather than by using a VaR measure. Principal investing activities and Private Equity positions are managed using stress and scenario analyses. See the DVA Sensitivity table on page 9192 of this Form 10-Q for further details. For a discussion of Corporate/Private Equity, see pages 46–47 of this Form 10-Q.

~~Second~~Third-quarter and year-to-date 2011 VaR results

As presented in the table, average total IB and other VaR ~~increased~~decreased slightly for the three and nine months ended ~~June~~September 30, 2011, when compared with the respective 2010 ~~period. This increase was~~periods. The decreases were driven by a reduction in the Firm’s average IB ~~and other~~ VaR, ~~diversification benefit. For the six months ended June 30, 2011, average total IB and other VaR decreased for the comparable 2010 period. This decrease was driven by~~mainly from reduced market volatility ~~as well as position changes.~~and reduced exposure in IB, partially offset by increases in Other VaR.

Average total IB trading and credit portfolio VaR for the three and ~~six~~nine months ended ~~June~~September 30, 2011, decreased compared with the respective 2010 periods. These decreases were driven primarily by reduced market volatility ~~as well as position changes.~~and a reduction in exposure primarily in the fixed income risk component.

CIO ~~VaR and Mortgage Banking~~ VaR for the three months and ~~six~~nine months ended ~~June~~September 30, 2011, decreased ~~for~~from the comparable 2010 periods. The decreases ~~in CIO and Mortgage Banking VaR also~~ were driven by reduced market volatility as well as position changes.

The Firm’s average IB and other VaR diversification benefit was ~~$44~~$35 million or 24% of the sum for the three months ended September 30, 2011, compared with $52 million or 32% of the sum for the three months ended ~~June~~September 30, ~~2011, compared with $79 million or 46% of the sum for the three months ended June 30, 2010.~~2010. The Firm’s average IB and other VaR diversification benefit was ~~$51~~$45 million or ~~36%~~32% of the sum for the ~~six~~nine months ended ~~June~~September 30, 2011, compared with ~~$73~~$66 million or ~~43%~~40% of the sum for the ~~six~~nine months ended ~~June~~September 30, ~~2010.~~2010. In general, over the course of the year, VaR exposure can vary significantly as positions change, market volatility fluctuates and diversification benefits change.

VaR back-testing

The Firm conducts daily back-testing of VaR against its market ~~risk-related~~risk related revenue, which is defined as the change in value of: principal transactions revenue for IB and CIO (less Private Equity gains/losses and revenue from longer-term CIO investments); trading-related net interest income for IB, CIO and Mortgage ~~Banking;~~Production and Servicing; 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. Daily firmwide market ~~risk-related~~risk related revenue excludes gains and losses from DVA.

The following histogram illustrates the daily market ~~risk-related~~risk related gains and losses for IB, CIO and Mortgage ~~Banking~~Production and Servicing positions for the first ~~six~~nine months of 2011. The chart shows that the Firm posted market ~~risk-related~~risk related gains on ~~127~~177 of the ~~129~~195 days in this period, with ~~four~~five days exceeding $200 million. The inset graph looks at those days on which the Firm experienced losses and depicts the amount by which the VaR exceeded the actual loss on each of those days. Losses were sustained on ~~two~~18 days during the ~~six~~nine months ended ~~June~~September 30, 2011, ~~none~~ of which three days exceeded the VaR measure.

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


(in millions)	One basis-point increase in JPMorgan Chase’s credit spread			One basis-point increase in JPMorgan Chase’s credit spread
June 30, 2011		$	36
September 30, 2011					$	37
December 31, 2010		35			35

Economic-value stress testing

While VaR reflects the risk of loss due to adverse changes in markets using recent historical market behavior as an indicator of losses, stress testing captures the Firm’s exposure to unlikely but plausible events in abnormal markets using multiple scenarios that assume significant changes in credit spreads, equity prices, interest rates, currency rates or commodity prices. Scenarios are updated dynamically and may be redefined on an ongoing basis to reflect current market conditions. 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 cross-business risk management. 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 allow them to better understand event risk-sensitive positions and manage risks with more transparency.

Nontrading interest rate-sensitive revenue-at-risk (i.e., “earnings-at-risk”)

Interest rate risk represents one of the ~~Firm's~~Firm’s significant market risk exposures. This risk arises not only from trading activities but also from the ~~Firm's~~Firm’s traditional banking activities which include extension of loans and credit facilities, taking deposits and issuing debt. The Firm manages this interest rate risk generally through its investment securities portfolio and related derivatives. The Firm evaluates its nontrading interest rate risk exposure through the stress testing of earnings-at-risk, which measures the extent to which changes in interest rates will affect the ~~Firm's~~Firm’s net interest income and interest rate-sensitive fees (“nontrading interest rate-sensitive revenue”). Earnings-at-risk excludes the impact of trading activities and MSRs as these sensitivities are captured under VaR. For further discussion on interest rate exposure, see Earnings-at-risk stress testing on pages 145–146 of JPMorgan Chase’s 2010 Annual Report.

The Firm conducts simulations of changes in nontrading interest rate-sensitive revenue under a variety of interest rate scenarios. Earnings-at-risk tests measure the potential change in this revenue, and the corresponding impact to the ~~Firm's~~Firm’s pretax earnings, over the following 12 months. These tests highlight exposures to various interest 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. Mortgage prepayment assumptions are based on current interest rates compared with underlying contractual rates, the time since origination, and other factors which are updated periodically based on historical experience and forward market expectations. The ~~balance~~amount and pricing assumptions of deposits that have no stated maturity are based on historical performance, the competitive environment, customer behavior, and product mix.

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~~Chase’s earnings at risk over a wide range of outcomes.

JPMorgan Chase’s 12-month pretax earnings sensitivity profiles.

(Excludes the impact of trading activities and MSRs)

Immediate change in rates

(in millions)

+200bp

+100bp

-100bp

-200bp

+200bp

+100bp

-100bp

-200bp

June 30, 2011

3,595

2,062

^(a)

September 30, 2011

4,460

2,513

^(a)

December 31, 2010

2,465

1,483

^(a)

2,465

1,483

^(a)


(a)	Downward 100- and 200-basis-point parallel shocks result in a ~~Fed~~Federal 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, 2010, resulted from investment portfolio repositioning and an assumed higher level of deposit balances. 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 ~~$980 million~~.$576 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 147 of JPMorgan Chase’s 2010 Annual Report. At ~~June~~September 30, 2011, and December 31, 2010, the carrying value of the Private Equity portfolio was $~~8.8~~7.4 billion and $8.7 billion, respectively, of which $~~670~~709 million and $875 million, respectively, represented securities with publicly available market quotations.

OPERATIONAL RISK MANAGEMENT

For a discussion of JPMorgan Chase’s Operational Risk Management, see pages 147–148 of JPMorgan Chase’s 2010 Annual Report.

REPUTATION AND FIDUCIARY RISK MANAGEMENT

For a discussion of the Firm’s Reputation and Fiduciary Risk Management, see page 148 of JPMorgan Chase’s 2010 Annual Report.

SUPERVISION AND REGULATION

The following discussion should be read in conjunction with Regulatory developments on pages 9–10 of this Form 10-Q, and Supervision and Regulation section on pages 1–5 of JPMorgan Chase’s 2010 Form 10-K.

Dividends

At ~~June~~September 30, 2011, JPMorgan Chase’s banking subsidiaries could pay, in the aggregate, $~~4.1~~6.2 billion in dividends to their respective bank holding companies without the prior approval of their relevant banking regulators.

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 wholesale and consumer 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 inherent in the portfolio as of the balance sheet date. The allowance for lending-related commitments is established to cover probable losses in the lending-related commitments portfolio. For a further discussion of the methodologies used in establishing the Firm’s allowance for credit losses, see Allowance for Credit Losses on pages 149–150 and Note 15 on pages 239–243 of JPMorgan Chase’s 2010 Annual Report; for amounts recorded as of ~~June~~September 30, 2011 and 2010, see Allowance for Credit Losses on pages ~~86–88~~87–89 and Note 14 on pages ~~149–150~~158–159 of this Form 10-Q.

As noted in the discussion on page 149 of JPMorgan Chase’s 2010 Annual Report, the Firm’s allowance for credit losses is sensitive to several factors, depending on the portfolio. The Firm’s consumer loan portfolio is sensitive to changes in the economic environment, delinquency status, the realizable value of collateral, FICO scores, borrower behavior and other risk factors, while the Firm’s wholesale loan portfolio is sensitive to the estimated credit quality of individual loans, as expressed in the assigned risk ratings. Significant judgment is required to estimate the allowance for credit losses for each portfolio segment, considering all relevant factors. For example, the credit performance of the consumer portfolio across the entire consumer credit product spectrum has improved, particularly in credit card, but high unemployment and weak overall economic conditions continued to result in an elevated number of residential real estate loans that charge-off, and weak housing prices continued to negatively affect the severity of losses recognized on residential real estate loans that default. Significant judgment is required to estimate the duration and

severity of the recent economic downturn, as well as its potential impact on housing prices and the labor market. Ongoing weak economic conditions, combined with elevated delinquencies and ongoing discussions regarding mortgage foreclosure-related matters with federal and state officials, continue to result in a high level of uncertainty in the residential real estate portfolio.

Changes in economic conditions or in the Firm’s assumptions could affect the Firm’s estimate of probable losses inherent in the portfolio at the balance sheet date. For example, deterioration in the following inputs would have the following effects on the Firm’s modeled loss estimates as of ~~June~~September 30, 2011, without consideration of any offsetting or correlated effects of other inputs in the Firm’s allowance for loan losses:

A one-notch downgrade in the Firm’s internal risk ratings for its entire wholesale loan portfolio could imply an increase in the Firm's modeled loss estimates of approximately $~~1.9~~2.0 billion.

A ~~further 5%~~10% decline in home prices beyond current ~~assumptions, derived from a nationally recognized home price index~~levels could imply an increase to modeled annual loss estimates for the residential real estate portfolio, excluding PCI loans, of approximately ~~$0.5 billion.~~$0.7 billion.

A 50 basis point deterioration in forecasted credit card loss rates could imply an increase to modeled annualized credit card loan loss estimates of approximately ~~$0.6 billion.~~$0.6 billion.

The purpose of these sensitivity ~~analyses~~analyzes is to provide an indication of the isolated impacts of hypothetical alternative assumptions on credit loss estimates. The changes in the inputs presented above are not intended to imply management’s expectation of future deterioration of those risk factors.

It is difficult to estimate how potential changes in specific factors might affect the allowance for credit losses because management considers a variety of factors and inputs in estimating the allowance for credit losses. Changes in these factors and inputs may not occur at the same rate and may not be consistent across all geographies or product types, and changes in factors may be directionally inconsistent, such that improvement in one factor may offset deterioration in other factors. In addition, it is difficult to predict how changes in specific economic conditions or assumptions could affect borrower behavior or other factors considered by management in estimating the allowance for credit losses. Given the process the Firm follows in evaluating the risk factors related to its loans, including risk ratings, home price assumptions, and credit card loss estimates, management believes that its current estimate of the allowance for credit loss is appropriate.

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.

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.


	June 30, 2011							December 31, 2010							September 30, 2011							December 31, 2010
(in billions)	Total assets at fair value			Total level 3 assets				Total assets at fair value			Total level 3 assets				Total assets at fair value			Total level 3 assets				Total assets at fair value			Total level 3 assets
Trading debt and equity instruments^(a)	$	381.3		$	32.8			$	409.4		$	34.6			$	352.7		$	31.8			$	409.4		$	34.6
Derivative receivables – gross	1,392.4			34.2				1,529.4			34.6				2,039.3			39.7				1,529.4			34.6
Netting adjustment	(1,315.0		)	—				(1,448.9		)	—				(1,930.4		)	—				(1,448.9		)	—
Derivative receivables – net	77.4			34.2			^(d)	80.5			34.6			^(d)	108.9			39.7			^(d)	80.5			34.6			^(d)
AFS securities	324.7			15.9				316.3			14.3				339.3			22.1				316.3			14.3
Loans	2.0			1.5				2.0			1.5				2.0			1.6				2.0			1.5
MSRs	12.2			12.2				13.6			13.6				7.8			7.8				13.6			13.6
Private equity investments	8.7			8.0				8.7			7.9				7.3			6.6				8.7			7.9
Other^(b)	46.0			4.5				43.8			4.1				45.7			4.5				43.8			4.1
Total assets measured at fair value on a recurring basis	852.3			109.1				874.3			110.6				863.7			114.1				874.3			110.6
Total assets measured at fair value on a nonrecurring basis^(c)	3.9			0.7				9.9			4.0				4.8			0.9				9.9			4.0
Total assets measured at fair value	$	856.2		$	109.8		^(e)	$	884.2		$	114.6		^(e)	$	868.5		$	115.0		^(e)	$	884.2		$	114.6		^(e)
Total Firm assets	$	2,246.8						$	2,117.6						$	2,289.2						$	2,117.6
Level 3 assets as a percentage of total Firm assets				5		%					5		%					5		%					5		%
Level 3 assets as a percentage of total Firm assets at fair value				13		%					13		%					13		%					13		%


(a)	Includes physical commodities generally carried at the lower of cost or fair value.


(b)	Includes certain securities purchased under resale agreements, securities borrowed, accrued interest receivable and other investments.

(c)

~~Predominantly includes~~

Includes mortgage, home equity and other loans, where the carrying value is based on the fair value of the underlying collateral ~~carried on the Consolidated Balance Sheets~~ at ~~the lower of cost or fair value at June~~September 30, 2011, and December 31, ~~2010;~~2010; and includes credit card loans carried on the Consolidated Balance Sheet at the lower of cost or fair value at December 31, ~~2010.~~2010.

(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 level 3 derivative receivable balances for netting adjustments, as such an adjustment is not relevant to a presentation 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 $~~13.5~~15.2 billion and $12.7 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively, exclusive of the netting benefit associated with cash collateral, which would further reduce the level 3 balances.


(e)	At ~~June~~September 30, 2011, and December 31, 2010, included $~~63.1~~66.2 billion and $66.0 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, and 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 ~~102–114~~104–116 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 170–187 of JPMorgan Chase’s 2010 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 loans are considered to be PCI loans and are accounted for as described in Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report. The application of the accounting guidance for PCI loans requires a number of significant estimates and judgments, such as determining: (i) which loans are within the scope of PCI accounting guidance, (ii) the fair value of the PCI loans at acquisition, (iii) how loans are aggregated to apply the guidance on accounting for pools of loans, and (iv) estimates of cash flows to be collected over the term of the loans. For additional information on PCI loans, including the significant assumptions, estimates and judgment involved, see PCI loans on pages 152–153 of JPMorgan Chase’s 2010 Annual

Report and Note 14 on pages ~~149–150~~158–159 of this Form 10-Q.

As of ~~June~~September 30, 2011, the carrying value of the aggregate portfolio of PCI loans incorporates assumptions about home prices derived from a nationally recognized home price index; this index reflects a further 5%4% decline in housing prices based on the geographic distribution of the PCI portfolio. An adverse home price scenario (reflecting an additional 5%6% decline in housing prices beyond that already assumed) could imply an increase in credit loss estimates for these loans of approximately $1.5 billion.

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 153 of JPMorgan Chase’s 2010 Annual Report.

During the ~~six~~nine months ended ~~June~~September 30, 2011, the Firm updated the discounted cash flow valuations of certain consumer lending businesses in RFS and ~~CS,~~Card, 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 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 requires significant judgment and the assumptions used are based on ~~management's~~management’s best estimate and most current projections, including the anticipated effects of regulatory and legislative changes, derived from the ~~Firm's~~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 8–9 of this Form 10-Q, and, in the longer term, incorporate a set of macroeconomic assumptions and the ~~Firm's~~Firm’s best estimates of long-term growth and returns 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) 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 at ~~June~~September 30, 2011. However, the fair value of the ~~Firm's~~Firm’s consumer lending businesses in RFS and CSCard each exceeded their carrying values by less than ~~15%~~10% and the associated goodwill of such lines of business remains at an elevated risk of impairment due to each ~~businesses'~~businesses’ exposure to U.S. consumer credit risk and the effects of economic, regulatory and legislative changes.

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 RFS, such declines could result from increases in costs to resolve foreclosure-related matters or from deterioration in economic conditions that result in increased credit losses, including decreases in home prices beyond ~~management's~~management’s current expectations. In ~~CS,~~Card, declines in business performance could result from deterioration in economic conditions such as increased unemployment claims or bankruptcy filings that result in increased credit losses or changes in customer behavior that cause decreased account activity or receivable balances. Such declines in business performance, increases in equity capital requirements, or increases in the estimated cost of equity, could cause the estimated fair values of the ~~Firm's~~Firm’s reporting units or their associated goodwill to decline, which could 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 ~~159–163~~168–172 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 154 of JPMorgan Chase’s 2010 Annual Report.

Litigation reserves

For a description of the significant estimates and judgments associated with establishing litigation reserves, see Note 23 on pages ~~172–179~~181–189 of this Form 10-Q, and Note 32 on pages 282–289 of JPMorgan Chase’s 2010 Annual Report.

9597

ACCOUNTING AND REPORTING DEVELOPMENTS

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~~was 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 ~~102–114~~104–116 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 iswas effective for fiscal years beginning after December 15, 2010. The Firm adopted the new guidance, effective January 1, 2011.

In May 2011, the FASB issued guidance that amends the requirements for fair value measurement and disclosure. The guidance changes and clarifies certain existing requirements related to portfolios of financial instruments and valuation adjustments and requires additional disclosures for fair value measurements categorized in level 3 of the fair value hierarchy (including disclosure of the range of inputs used in certain valuations) and for financial instruments that are not carried at fair value but for which fair value is required to be disclosed. The guidance is effective in the first quarter of 2012. The Firm is currently assessing the impact of this guidance.

Disclosures about the credit quality of financing receivables and the allowance for credit losses

In July 2010, the FASB issued guidance that requires enhanced disclosures surrounding the credit characteristics of the Firm’s loan portfolio. Under the new guidance, the Firm is 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.~~loans modified in troubled debt restructurings (“TDRs”). For the Firm, the new disclosures, other than those related to ~~loan modifications,~~TDRs, became effective for the 2010 Annual Report. New disclosures related to TDRs became effective for the 2011 third quarter. For additional information, see Notes 13 and 14 on pages ~~134–148~~136–157 and ~~149–150~~158–159 of this Form 10-Q. The adoption of this guidance only affected JPMorgan Chase’s disclosures of financing receivables and not its Consolidated Balance Sheets or results of operations. ~~New disclosures regarding TDRs will become effective for the 2011 third quarter.~~

Determining whether a restructuring is a troubled debt restructuring

In April 2011, the FASB issued guidance to clarify existing standards for determining whether a ~~restructuring~~modification represents a TDR from the perspective of the creditor. The guidance isbecame effective in the third quarter of 2011 and must be applied retrospectively to January 1, 2011. ~~The Firm does not expect that~~For information regarding the ~~implementation~~Firm's TDRs, see Note 13 on pages 136-157 of this ~~new~~Form 10-Q. The application of this guidance ~~will have a significant impact on~~did not affect the Firm’s Consolidated Balance Sheets or results of operations.

Accounting for repurchase and similar agreements

In April 2011, the FASB issued guidance that amends the criteria used to assess whether repurchase and similar agreements should be accounted for as financings or sales (purchases) with forward agreements to repurchase (resell). Specifically, the guidance eliminates circumstances in which the lack of adequate collateral maintenance requirements could result in a repurchase agreement being accounted for as a sale. The guidance is effective for new transactions or existing transactions that are modified beginning January 1, 2012. The Firm has accounted for its repurchase and similar agreements as secured financings, and therefore, the Firm does not expect the application of this guidance will have an impact on the Firm’s Consolidated Balance Sheets or results of operations.

Presentation of other comprehensive income

In June 2011, the FASB issued guidance that modifies the presentation of other comprehensive income in the Consolidated Financial Statements. The guidance requires that items of net income, items of other comprehensive income, and total comprehensive income be presented in one continuous statement or in two separate but consecutive statements. For public companies the guidance is effective for interim and annual reporting periods beginning after December 15, 2011. The application of this guidance will only affect the presentation of the Consolidated Financial Statements and will have no impact on the Firm’s Consolidated Balance Sheets or results of operations.

9698

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;

Changes in credit ratings assigned to the Firm or its subsidiaries;

Damage to 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 (including but not limited to mortgages and asset-backed securities) require the Firm to incur liabilities or absorb losses not contemplated at their initiation or origination;

Ability of the Firm to address enhanced regulatory requirements affecting its mortgage business;

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;

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 II, Item 1A: Risk Factors, on pages ~~192–193~~202–204 of this Form 10-Q, Part II, Item 1A, Risk Factors on pages 181 and in192-193 of JPMorgan Chase's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, and June 30, 2011, respectively, and Part I, Item 1A: Risk Factors, on pages 5–12 of JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2010 ~~Form 10-K.~~.

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.

9799

~~JPMORGAN CHASE & CO.~~

~~CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)~~


JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)									JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,					Nine months ended September 30,
(in millions, except per share data)	2011		2010		2011		2010		2011			2010		2011		2010
Revenue
Investment banking fees	$	1,933	$	1,421	$	3,726	$	2,882	$	1,052		$	1,476	$	4,778	$	4,358
Principal transactions	3,140		2,090		7,885		6,638		1,370			2,341		9,255		8,979
Lending- and deposit-related fees	1,649		1,586		3,195		3,232		1,643			1,563		4,838		4,795
Asset management, administration and commissions	3,703		3,349		7,309		6,614		3,448			3,188		10,757		9,802
Securities gains^(a)	837		1,000		939		1,610		607			102		1,546		1,712
Mortgage fees and related income	1,103		888		616		1,546		1,380			707		1,996		2,253
Credit card income	1,696		1,495		3,133		2,856		1,666			1,477		4,799		4,333
Other income	882		585		1,456		997		780			468		2,236		1,465
Noninterest revenue	14,943		12,414		28,259		26,375		11,946			11,322		40,205		37,697
Interest income	15,632		15,719		31,079		32,564		15,160			15,606		46,239		48,170
Interest expense	3,796		3,032		7,338		6,167		3,343		��	3,104		10,681		9,271
Net interest income	11,836		12,687		23,741		26,397		11,817			12,502		35,558		38,899
Total net revenue	26,779		25,101		52,000		52,772		23,763			23,824		75,763		76,596
Provision for credit losses	1,810		3,363		2,979		10,373		2,411			3,223		5,390		13,596
Noninterest expense
Compensation expense	7,569		7,616		15,832		14,892		6,908			6,661		22,740		21,553
Occupancy expense	935		883		1,913		1,752		935			884		2,848		2,636
Technology, communications and equipment expense	1,217		1,165		2,417		2,302		1,248			1,184		3,665		3,486
Professional and outside services	1,866		1,685		3,601		3,260		1,860			1,718		5,461		4,978
Marketing	744		628		1,403		1,211		926			651		2,329		1,862
Other expense	4,299		2,419		7,242		6,860		3,445			3,082		10,687		9,942
Amortization of intangibles	212		235		429		478		212			218		641		696
Total noninterest expense	16,842		14,631		32,837		30,755		15,534			14,398		48,371		45,153
Income before income tax expense	8,127		7,107		16,184		11,644		5,818			6,203		22,002		17,847
Income tax expense	2,696		2,312		5,198		3,523		1,556			1,785		6,754		5,308
Net income	$	5,431	$	4,795	$	10,986	$	8,121	$	4,262		$	4,418	$	15,248	$	12,539
Net income applicable to common stockholders	$	5,067	$	4,363	$	10,203	$	7,335	$	3,936		$	4,019	$	14,141	$	11,353
Net income per common share data
Basic earnings per share	$	1.28	$	1.10	$	2.57	$	1.84	$	1.02		$	1.02	$	3.60	$	2.86
Diluted earnings per share	1.27		1.09		2.55		1.83		1.02			1.01		3.57		2.84
Weighted-average basic shares	3,958.4		3,983.5		3,970.0		3,977.0		3,859.6			3,954.3		3,933.2		3,969.4
Weighted-average diluted shares	3,983.2		4,005.6		3,998.6		4,000.2		3,872.2			3,971.9		3,956.5		3,990.7
Cash dividends declared per common share	$	0.25	$	0.05	$	0.50	$	0.10	$	0.25		$	0.05	$	0.75	$	0.15


(a)	The following other-than-temporary impairment losses are included in securities gains for the periods presented.


	Three months ended June 30,					Six months ended June 30,						Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010			2011			2010		2011			2010
Total other-than-temporary impairment losses	$	—		$	—	$	(27	)	$	(94	)	$	—		$	—	$	(27	)	$	(94	)
Losses recorded in/(reclassified from) other comprehensive income	(13		)	—		(16		)	(6		)	(15		)	—		(31		)	(6		)
Total credit losses recognized in income	$	(13	)	$	—	$	(43	)	$	(100	)	$	(15	)	$	—	$	(58	)	$	(100	)

The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements.

98100


JPMORGAN CHASE & CO. CONSOLIDATED BALANCE SHEETS (UNAUDITED)	JPMORGAN CHASE & CO. CONSOLIDATED BALANCE SHEETS (UNAUDITED)						JPMORGAN CHASE & CO. CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except share data)	June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Assets
Cash and due from banks	$	30,466		$	27,567		$	56,766		$	27,567
Deposits with banks	169,880			21,673			128,877			21,673
Federal funds sold and securities purchased under resale agreements (included $21,297 and $20,299 at fair value)	213,362			222,554
Securities borrowed (included $14,833 and $13,961 at fair value)	121,493			123,587
Trading assets (included assets pledged of $99,140 and $73,056)	458,722			489,892
Securities (included $324,726 and $316,318 at fair value and assets pledged of $96,167 and $86,891)	324,741			316,336
Loans (included $2,007 and $1,976 at fair value)	689,736			692,927
Federal funds sold and securities purchased under resale agreements (included $22,192 and $20,299 at fair value)							248,042			222,554
Securities borrowed (included $14,648 and $13,961 at fair value)							131,561			123,587
Trading assets (included assets pledged of $84,965 and $73,056)							461,531			489,892
Securities (included $339,336 and $316,318 at fair value and assets pledged of $89,558 and $86,891)							339,349			316,336
Loans (included $1,997 and $1,976 at fair value)							696,853			692,927
Allowance for loan losses	(28,520		)	(32,266		)	(28,350		)	(32,266		)
Loans, net of allowance for loan losses	661,216			660,661			668,503			660,661
Accrued interest and accounts receivable	80,292			70,147			72,080			70,147
Premises and equipment	13,679			13,355			13,812			13,355
Goodwill	48,882			48,854			48,180			48,854
Mortgage servicing rights	12,243			13,649			7,833			13,649
Other intangible assets	3,679			4,039			3,396			4,039
Other assets (included $18,423 and $18,201 at fair value and assets pledged of $1,597 and $1,485)	108,109			105,291
Other assets (included $16,131 and $18,201 at fair value and assets pledged of $1,483 and $1,485)							109,310			105,291
Total assets^(a)	$	2,246,764		$	2,117,605		$	2,289,240		$	2,117,605
Liabilities
Deposits (included $4,788 and $4,369 at fair value)	$	1,048,685		$	930,369
Federal funds purchased and securities loaned or sold under repurchase agreements (included $6,588 and $4,060 at fair value)	254,124			276,644
Deposits (included $4,816 and $4,369 at fair value)							$	1,092,708		$	930,369
Federal funds purchased and securities loaned or sold under repurchase agreements (included $7,011 and $4,060 at fair value)							238,585			276,644
Commercial paper	51,160			35,363			51,073			35,363
Other borrowed funds (included $11,701 and $9,931 at fair value)	30,208			34,325
Other borrowed funds (included $9,381 and $9,931 at fair value)							29,318			34,325
Trading liabilities	148,533			146,166			155,841			146,166
Accounts payable and other liabilities (included the allowance for lending-related commitments of $626 and $717; and $73 and $236 at fair value)	184,490			170,330
Beneficial interests issued by consolidated variable interest entities (included $911 and $1,495 at fair value)	67,457			77,649
Long-term debt (included $38,516 and $38,839 at fair value)	279,228			270,653
Accounts payable and other liabilities (included the allowance for lending-related commitments of $686 and $717; and $68 and $236 at fair value)							199,769			170,330
Beneficial interests issued by consolidated variable interest entities (included $905 and $1,495 at fair value)							65,971			77,649
Long-term debt (included $35,865 and $38,839 at fair value)							273,688			270,653
Total liabilities^(a)	2,063,885			1,941,499			2,106,953			1,941,499
Commitments and contingencies (see Note 21 and 23 of this Form 10-Q)
Commitments and contingencies (see Notes 21 and 23 of this Form 10-Q)
Stockholders’ equity
Preferred stock ($1 par value; authorized 200,000,000 shares: issued 780,000 shares)	7,800			7,800			7,800			7,800
Common stock ($1 par value; authorized 9,000,000,000 shares; issued 4,104,933,895 shares)	4,105			4,105			4,105			4,105
Capital surplus	95,061			97,415			95,078			97,415
Retained earnings	82,612			73,998			85,726			73,998
Accumulated other comprehensive income/(loss)	1,638			1,001			1,964			1,001
Shares held in RSU Trust, at cost (1,191,384 and 1,192,712 shares)	(53		)	(53		)
Treasury stock, at cost (194,737,517 and 194,639,785 shares)	(8,284		)	(8,160		)
Shares held in RSU Trust, at cost (1,191,314 and 1,192,712 shares)							(53		)	(53		)
Treasury stock, at cost (306,053,359 and 194,639,785 shares)							(12,333		)	(8,160		)
Total stockholders’ equity	182,879			176,106			182,287			176,106
Total liabilities and stockholders’ equity	$	2,246,764		$	2,117,605		$	2,289,240		$	2,117,605


(a)	The following table presents information on assets and liabilities related to VIEs that are consolidated by the Firm at ~~June~~September 30, 2011, and December 31, 2010. The difference between total VIE assets and liabilities represents the Firm’s interests in those entities, which were eliminated in consolidation.


	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Assets
Trading assets	$	7,124	$	9,837	$	11,614	$	9,837
Loans	80,387		95,587		77,815		95,587
All other assets	2,675		3,494		2,494		3,494
Total assets	$	90,186	$	108,918	$	91,923	$	108,918
Liabilities
Beneficial interests issued by consolidated variable interest entities	$	67,457	$	77,649	$	65,972	$	77,649
All other liabilities	1,587		1,922		1,534		1,922
Total liabilities	$	69,044	$	79,571	$	67,506	$	79,571

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 ~~both~~ ~~June~~September 30, 2011, and December 31, 2010, the Firm provided limited program-wide credit enhancement of $3.0 billion and $2.0 billion, respectively, related to its Firm-administered multi-seller ~~conduits.~~conduits, which are eliminated in consolidation. For further discussion, see Note 15 on pages ~~151~~160–~~159~~168 of this Form 10-Q.

The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements.

99101


JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (UNAUDITED)	JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (UNAUDITED)							JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (UNAUDITED)

		Six months ended June 30,							Nine months ended September 30,
(in millions, except per share data)		2011			2010				2011			2010
Preferred stock
Balance at January 1 and June 30		$	7,800		$	8,152
Balance at January 1									$	7,800		$	8,152
Redemption of preferred stock									—			(352		)
Balance at September 30									7,800			7,800
Common stock
Balance at January 1 and June 30		4,105			4,105
Balance at January 1 and September 30									4,105			4,105
Capital surplus
Balance at January 1		97,415			97,982				97,415			97,982
Shares issued and commitments to issue common stock for employee stock-based compensation awards, and related tax effects		(2,351		)	36				(2,212		)	229
Other		(3		)	(1,273		)		(125		)	(1,273		)
Balance at June 30		95,061			96,745
Balance at September 30									95,078			96,938
Retained earnings
Balance at January 1		73,998			62,481				73,998			62,481
Cumulative effect of change in accounting principle		—			(4,391		)
Cumulative effect of changes in accounting principles									—			(4,376		)
Net income		10,986			8,121				15,248			12,539
Dividends declared:
Preferred stock		(315		)	(325		)		(472		)	(485		)
Common stock ($0.50 and $0.10 per share)		(2,057		)	(421		)
Balance at June 30		82,612			65,465
Common stock ($0.75 and $0.15 per share)									(3,048		)	(628		)
Balance at September 30									85,726			69,531
Accumulated other comprehensive income/(loss)
Balance at January 1		1,001			(91		)		1,001			(91		)
Cumulative effect of change in accounting principle		—			(129		)
Cumulative effect of changes in accounting principles									—			(144		)
Other comprehensive income		637			2,624				963			3,331
Balance at June 30		1,638			2,404
Balance at September 30									1,964			3,096
Shares held in RSU Trust, at cost
Balance at January 1 and June 30		(53		)	(68		)
Balance at January 1 and September 30									(53		)	(68		)
Treasury stock, at cost
Balance at January 1		(8,160		)	(7,196		)		(8,160		)	(7,196		)
Purchase of treasury stock		(3,575		)	(135		)		(7,877		)	(2,312		)
Reissuance from treasury stock		3,451			1,648				3,704			1,936
Balance at June 30		(8,284		)	(5,683		)
Balance at September 30									(12,333		)	(7,572		)
Total stockholders’ equity		$	182,879		$	171,120			$	182,287		$	173,830
Comprehensive income
Net income		$	10,986		$	8,121			$	15,248		$	12,539
Other comprehensive income		637			2,624				963			3,331
Comprehensive income		$	11,623		$	10,745			$	16,211		$	15,870

The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements.

~~100~~102


JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)						JPMORGAN CHASE & CO. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Six months ended June 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010
Operating activities
Net income	$	10,986		$	8,121		$	15,248		$	12,539
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Provision for credit losses	2,979			10,373			5,390			13,596
Depreciation and amortization	2,123			1,934			3,176			2,989
Amortization of intangibles	429			478			641			696
Deferred tax expense/(benefit)	679			(567		)
Deferred tax benefit							(483		)	(1,768		)
Investment securities gains	(939		)	(1,610		)	(1,546		)	(1,712		)
Stock-based compensation	1,557			1,774			2,095			2,527
Originations and purchases of loans held-for-sale	(41,637		)	(14,259		)	(48,785		)	(20,986		)
Proceeds from sales, securitizations and paydowns of loans held-for-sale	42,444			18,374			50,719			25,412
Net change in:
Trading assets	34,934			17,953			8,197			(69,777		)
Securities borrowed	2,095			(2,620		)	(7,987		)	(7,691		)
Accrued interest and accounts receivable	(10,151		)	9,270			(1,949		)	7,359
Other assets	1,172			(18,675		)	(18,798		)	(28,878		)
Trading liabilities	(7,627		)	19,396			23,013			49,216
Accounts payable and other liabilities	12,993			(1,066		)	32,386			3,383
Other operating adjustments	6,688			(3,149		)	5,201			8,232
Net cash provided by operating activities	58,725			45,727
Net cash provided by/(used in) operating activities							66,518			(4,863		)
Investing activities
Net change in:
Deposits with banks	(148,193		)	23,866			(107,190		)	32,219
Federal funds sold and securities purchased under resale agreements	9,195			(3,343		)	(25,174		)	(39,427		)
Held-to-maturity securities:
Proceeds	3			4			5			6
Available-for-sale securities:
Proceeds from maturities	39,902			57,012			58,740			71,848
Proceeds from sales	42,994			77,754			60,916			85,796
Purchases	(83,322		)	(102,291		)	(138,473		)	(146,268		)
Proceeds from sales and securitizations of loans held-for-investment	7,755			5,850			9,078			7,834
Other changes in loans, net	(14,133		)	13,138			(27,805		)	12,100
Net cash used in business acquisitions or dispositions	(14		)	(6		)
Net cash received from/(used in) business acquisitions or dispositions							37			(4,646		)
All other investing activities, net	6			1,690			199			1,259
Net cash (used in)/provided by investing activities	(145,807		)	73,674			(169,667		)	20,721
Financing activities
Net change in:
Deposits	110,896			(46,179		)	178,063			(20,215		)
Federal funds purchased and securities loaned or sold under repurchase agreements	(22,499		)	(24,023		)	(38,094		)	52,645
Commercial paper and other borrowed funds	12,669			(963		)	13,845			(2,194		)
Beneficial interests issued by consolidated variable interest entities	(566		)	(2,273		)	1,702			(2,111		)
Proceeds from long-term borrowings and trust preferred capital debt securities	36,855			20,894			45,253			39,086
Payments of long-term borrowings and trust preferred capital debt securities	(42,132		)	(58,424		)	(56,819		)	(81,657		)
Excess tax benefits related to stock-based compensation	776			21			778			23
Treasury stock purchased	(3,575		)	(135		)
Redemption of preferred stock							—			(352		)
Treasury stock and warrants repurchased							(8,000		)	(2,312		)
Dividends paid	(1,565		)	(745		)	(2,626		)	(1,002		)
All other financing activities, net	(1,534		)	(497		)	(1,737		)	(484		)
Net cash provided by/(used in) financing activities	89,325			(112,324		)	132,365			(18,573		)
Effect of exchange rate changes on cash and due from banks	656			(477		)	(17		)	469
Net increase in cash and due from banks	2,899			6,600
Net increase/(decrease) in cash and due from banks							29,199			(2,246		)
Cash and due from banks at the beginning of the period	27,567			26,206			27,567			26,206
Cash and due from banks at the end of the period	$	30,466		$	32,806		$	56,766		$	23,960
Cash interest paid	$	7,544		$	6,363		$	10,745		$	8,973
Cash income taxes paid, net	4,753			5,361			5,770			8,406


Note:	~~Note:~~ Effective January 1, 2010, the Firm adopted accounting guidance related to VIEs. Upon adoption of the 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.

~~101~~103

See Glossary of Terms on pages ~~186–189~~196–199 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 in more than 60 countries. The Firm is a leader in investment banking, financial services for consumers and small business, commercial banking, financial transaction processing, asset management and private equity. For a discussion of the ~~Firm's~~Firm’s business-segment information, see Note 24 on pages ~~180–182~~190–192 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 U.S. (“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, 2010, as filed with the U.S. Securities and Exchange Commission (the “2010 Annual Report”).

Certain amounts reported in prior periods have been reclassified to conform to the current presentation.

NOTE 2 – BUSINESS CHANGES AND DEVELOPMENTS

Increase in common stock dividend

On March 18, 2011, the Board of Directors raised the Firm’s quarterly common stock dividend from $0.05 to $0.25 per share, effective with the dividend paid on April 30, 2011, to shareholders of record on April 6, 2011.

Stock repurchases

On March 18, 2011, the Board of Directors approved a $15.0 billion common equity repurchase program, of which $8.0 billion is authorized for repurchase in 2011. The $15.0 billion repurchase program supersedes a $10.0 billion repurchase program approved in 2007. The $15.0 billion authorization includes shares to be repurchased to offset issuances under the Firm’s employee stock-based incentive plans.

The authorization to repurchase common equity will be utilized at management’s discretion, and the timing of purchases and the exact amount of common equity that may be repurchased is subject to various factors, including market conditions; legal considerations affecting the amount and timing of repurchase activity; the Firm’s capital position (taking into account goodwill and intangibles); internal capital generation; and alternative investment opportunities. The repurchase program does not include specific price targets or timetables; may be executed through open market purchases or privately negotiated transactions, or utilizing Rule 10b5-1 programs; and may be suspended at any time.

For additional information on repurchases see Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, on pages ~~193–194~~204–205 of this Form 10-Q.

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 170–187 of JPMorgan Chase’s 2010 Annual Report.

During the first ~~six~~nine months of 2011, 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.

The following table presents the assets and liabilities measured at fair value as of ~~June~~September 30, 2011, and December 31, 2010, by major product category and fair value hierarchy.

~~102~~104

Assets and liabilities measured at fair value on a recurring basis


	Fair value hierarchy											Fair value hierarchy
June 30, 2011 (in millions)	Level 1^(h)		Level 2^(h)		Level 3^(h)		Netting adjustments			Total fair value
September 30, 2011 (in millions)												Level 1^(h)		Level 2^(h)		Level 3^(h)		Netting adjustments			Total fair value
Federal funds sold and securities purchased under resale agreements	$	—	$	21,297	$	—	$	—		$	21,297	$	—	$	22,192	$	—	$	—		$	22,192
Securities borrowed	—		14,833		—		—			14,833		—		14,648		—		—			14,648
Trading assets:
Debt instruments:
Mortgage-backed securities:
U.S. government agencies^(a)	22,990		7,747		165		—			30,902		23,919		8,084		95		—			32,098
Residential – nonagency	—		2,609		863		—			3,472		—		2,981		807		—			3,788
Commercial – nonagency	—		881		1,843		—			2,724		—		897		1,835		—			2,732
Total mortgage-backed securities	22,990		11,237		2,871		—			37,098		23,919		11,962		2,737		—			38,618
U.S. Treasury and government agencies^(a)	14,212		9,477		—		—			23,689		14,892		10,316		—		—			25,208
Obligations of U.S. states and municipalities	1		6,764		1,855		—			8,620		—		13,632		1,565		—			15,197
Certificates of deposit, bankers’ acceptances and commercial paper	—		2,983		—		—			2,983		—		2,292		—		—			2,292
Non-U.S. government debt securities	23,786		51,652		82		—			75,520		26,137		44,388		98		—			70,623
Corporate debt securities	—		41,405		5,606		—			47,011		—		38,039		5,260		—			43,299
Loans ^(b)	—		24,613		11,742		—			36,355		—		22,152		11,584		—			33,736
Asset-backed securities	—		3,547		8,319		—			11,866		—		3,373		8,441		—			11,814
Total debt instruments	60,989		151,678		30,475		—			243,142		64,948		146,154		29,685		—			240,787
Equity securities	109,389		3,124		1,408		—			113,921		83,696		2,586		1,206		—			87,488
Physical commodities^(c)	18,559		2,496		—		—			21,055		18,135		3,193		—		—			21,328
Other	—		2,313		908		—			3,221		—		2,187		888		—			3,075
Total debt and equity instruments^(d)	188,937		159,611		32,791		—			381,339		166,779		154,120		31,779		—			352,678
Derivative receivables:
Interest rate	1,021		992,982		5,901		(966,993		)	32,911		1,318		1,479,047		6,791		(1,436,508		)	50,648
Credit	—		113,891		15,131		(122,824		)	6,198		—		176,346		20,173		(189,486		)	7,033
Foreign exchange	1,581		152,155		4,624		(138,462		)	19,898		2,348		217,414		4,542		(198,417		)	25,887
Equity	45		41,858		5,151		(39,970		)	7,084		97		60,235		4,155		(55,983		)	8,504
Commodity	2,403		52,260		3,369		(46,740		)	11,292		9,359		53,457		4,027		(50,062		)	16,781
Total derivative receivables^(e)	5,050		1,353,146		34,176		(1,314,989		)	77,383		13,122		1,986,499		39,688		(1,930,456		)	108,853
Total trading assets	193,987		1,512,757		66,967		(1,314,989		)	458,722		179,901		2,140,619		71,467		(1,930,456		)	461,531
Available-for-sale securities:
Mortgage-backed securities:
U.S. government agencies^(a)	101,787		17,114		—		—			118,901		93,991		16,011		—		—			110,002
Residential – nonagency	1		58,928		4		—			58,933		—		59,405		3		—			59,408
Commercial – nonagency	—		4,932		240		—			5,172		—		6,997		278		—			7,275
Total mortgage-backed securities	101,788		80,974		244		—			183,006		93,991		82,413		281		—			176,685
U.S. Treasury and government agencies^(a)	570		4,717		—		—			5,287		3,159		4,531		—		—			7,690
Obligations of U.S. states and municipalities	27		11,294		257		—			11,578		36		15,028		258		—			15,322
Certificates of deposit	—		4,861		—		—			4,861		—		4,973		—		—			4,973
Non-U.S. government debt securities	19,062		11,754		—		—			30,816		21,335		14,487		—		—			35,822
Corporate debt securities	—		55,806		—		—			55,806		—		60,422		—		—			60,422
Asset-backed securities:
Credit card receivables	—		5,401		—		—			5,401		—		4,989		—		—			4,989
Collateralized loan obligations	—		118		15,133		—			15,251		—		116		21,317		—			21,433
Other	—		9,216		269		—			9,485		—		9,168		213		—			9,381
Equity securities	3,197		38		—		—			3,235		2,581		38		—		—			2,619
Total available-for-sale securities	124,644		184,179		15,903		—			324,726		121,102		196,165		22,069		—			339,336
Loans	—		535		1,472		—			2,007		—		383		1,614		—			1,997
Mortgage servicing rights	—		—		12,243		—			12,243		—		—		7,833		—			7,833
Other assets:
Private equity investments^(f)	81		589		8,022		—			8,692		130		579		6,589		—			7,298
All other	5,100		182		4,449		—			9,731		4,191		155		4,487		—			8,833
Total other assets	5,181		771		12,471		—			18,423		4,321		734		11,076		—			16,131
Total assets measured at fair value on a recurring basis^(g)	$	323,812	$	1,734,372	$	109,056	$	(1,314,989	)	$	852,251	$	305,324	$	2,374,741	$	114,059	$	(1,930,456	)	$	863,668
Deposits	$	—	$	3,925	$	863	$	—		$	4,788	$	—	$	4,166	$	650	$	—		$	4,816
Federal funds purchased and securities loaned or sold under repurchase agreements	—		6,588		—		—			6,588		—		7,011		—		—			7,011
Other borrowed funds	—		9,623		2,078		—			11,701		—		7,532		1,849		—			9,381
Trading liabilities:
Debt and equity instruments^(d)	66,374		18,294		197		—			84,865		54,948		21,334		310		—			76,592
Derivative payables:
Interest rate	983		959,804		2,784		(946,265		)	17,306		1,320		1,437,986		3,324		(1,417,263		)	25,367
Credit	—		115,076		10,398		(120,596		)	4,878		—		179,964		11,336		(185,085		)	6,215
Foreign exchange	1,537		146,578		5,160		(134,260		)	19,015		2,553		204,699		6,130		(191,165		)	22,217
Equity	51		38,237		8,354		(35,212		)	11,430		75		49,074		7,543		(47,506		)	9,186
Commodity	2,318		51,353		4,643		(47,275		)	11,039		8,267		55,283		4,794		(52,080		)	16,264
Total derivative payables^(e)	4,889		1,311,048		31,339		(1,283,608		)	63,668		12,215		1,927,006		33,127		(1,893,099		)	79,249
Total trading liabilities	71,263		1,329,342		31,536		(1,283,608		)	148,533		67,163		1,948,340		33,437		(1,893,099		)	155,841
Accounts payable and other liabilities	—		—		73		—			73		—		—		68		—			68
Beneficial interests issued by consolidated VIEs	—		481		430		—			911		—		541		364		—			905
Long-term debt	—		24,982		13,534		—			38,516		—		22,724		13,141		—			35,865
Total liabilities measured at fair value on a recurring basis	$	71,263	$	1,374,941	$	48,514	$	(1,283,608	)	$	211,110	$	67,163	$	1,990,314	$	49,509	$	(1,893,099	)	$	213,887

~~103~~105


	Fair value hierarchy											Fair value hierarchy
December 31, 2010 (in millions)	Level 1^(h)		Level 2^(h)		Level 3^(h)		Netting adjustments			Total fair value		Level 1		Level 2		Level 3		Netting adjustments			Total fair value
Federal funds sold and securities purchased under resale agreements	$	—	$	20,299	$	—	$	—		$	20,299	$	—	$	20,299	$	—	$	—		$	20,299
Securities borrowed	—		13,961		—		—			13,961		—		13,961		—		—			13,961
Trading assets:
Debt instruments:
Mortgage-backed securities:
U.S. government agencies^(a)	36,813		10,738		174		—			47,725		36,813		10,738		174		—			47,725
Residential – nonagency	—		2,807		687		—			3,494		—		2,807		687		—			3,494
Commercial – nonagency	—		1,093		2,069		—			3,162		—		1,093		2,069		—			3,162
Total mortgage-backed securities	36,813		14,638		2,930		—			54,381		36,813		14,638		2,930		—			54,381
U.S. Treasury and government agencies^(a)	12,863		9,026		—		—			21,889		12,863		9,026		—		—			21,889
Obligations of U.S. states and municipalities	—		11,715		2,257		—			13,972		—		11,715		2,257		—			13,972
Certificates of deposit, bankers’ acceptances and commercial paper	—		3,248		—		—			3,248		—		3,248		—		—			3,248
Non-U.S. government debt securities	31,127		38,482		202		—			69,811		31,127		38,482		202		—			69,811
Corporate debt securities	—		42,280		4,946		—			47,226		—		42,280		4,946		—			47,226
Loans ^(b)	—		21,736		13,144		—			34,880		—		21,736		13,144		—			34,880
Asset-backed securities	—		2,743		8,460		—			11,203		—		2,743		8,460		—			11,203
Total debt instruments	80,803		143,868		31,939		—			256,610		80,803		143,868		31,939		—			256,610
Equity securities	124,400		3,153		1,685		—			129,238		124,400		3,153		1,685		—			129,238
Physical commodities^(c)	18,327		2,708		—		—			21,035		18,327		2,708		—		—			21,035
Other	—		1,598		930		—			2,528		—		1,598		930		—			2,528
Total debt and equity instruments^(d)	223,530		151,327		34,554		—			409,411		223,530		151,327		34,554		—			409,411
Derivative receivables:
Interest rate	2,278		1,120,282		5,422		(1,095,427		)	32,555		2,278		1,120,282		5,422		(1,095,427		)	32,555
Credit	—		111,827		17,902		(122,004		)	7,725		—		111,827		17,902		(122,004		)	7,725
Foreign exchange	1,121		163,114		4,236		(142,613		)	25,858		1,121		163,114		4,236		(142,613		)	25,858
Equity	30		38,718		4,885		(39,429		)	4,204		30		38,718		4,885		(39,429		)	4,204
Commodity	1,324		56,076		2,197		(49,458		)	10,139		1,324		56,076		2,197		(49,458		)	10,139
Total derivative receivables^(e)	4,753		1,490,017		34,642		(1,448,931		)	80,481		4,753		1,490,017		34,642		(1,448,931		)	80,481
Total trading assets	228,283		1,641,344		69,196		(1,448,931		)	489,892		228,283		1,641,344		69,196		(1,448,931		)	489,892
Available-for-sale securities:
Mortgage-backed securities:
U.S. government agencies^(a)	104,736		15,490		—		—			120,226		104,736		15,490		—		—			120,226
Residential – nonagency	1		48,969		5		—			48,975		1		48,969		5		—			48,975
Commercial – nonagency	—		5,403		251		—			5,654		—		5,403		251		—			5,654
Total mortgage-backed securities	104,737		69,862		256		—			174,855		104,737		69,862		256		—			174,855
U.S. Treasury and government agencies^(a)	522		10,826		—		—			11,348		522		10,826		—		—			11,348
Obligations of U.S. states and municipalities	31		11,272		256		—			11,559		31		11,272		256		—			11,559
Certificates of deposit	6		3,641		—		—			3,647		6		3,641		—		—			3,647
Non-U.S. government debt securities	13,107		7,670		—		—			20,777		13,107		7,670		—		—			20,777
Corporate debt securities	—		61,793		—		—			61,793		—		61,793		—		—			61,793
Asset-backed securities:
Credit card receivables	—		7,608		—		—			7,608		—		7,608		—		—			7,608
Collateralized loan obligations	—		128		13,470		—			13,598		—		128		13,470		—			13,598
Other	—		8,777		305		—			9,082		—		8,777		305		—			9,082
Equity securities	1,998		53		—		—			2,051		1,998		53		—		—			2,051
Total available-for-sale securities	120,401		181,630		14,287		—			316,318		120,401		181,630		14,287		—			316,318
Loans	—		510		1,466		—			1,976		—		510		1,466		—			1,976
Mortgage servicing rights	—		—		13,649		—			13,649		—		—		13,649		—			13,649
Other assets:
Private equity investments^(f)	49		826		7,862		—			8,737		49		826		7,862		—			8,737
All other	5,093		192		4,179		—			9,464		5,093		192		4,179		—			9,464
Total other assets	5,142		1,018		12,041		—			18,201		5,142		1,018		12,041		—			18,201
Total assets measured at fair value on a recurring basis^(g)	$	353,826	$	1,858,762	$	110,639	$	(1,448,931	)	$	874,296	$	353,826	$	1,858,762	$	110,639	$	(1,448,931	)	$	874,296
Deposits	$	—	$	3,596	$	773	$	—		$	4,369	$	—	$	3,596	$	773	$	—		$	4,369
Federal funds purchased and securities loaned or sold under repurchase agreements	—		4,060		—		—			4,060		—		4,060		—		—			4,060
Other borrowed funds	—		8,547		1,384		—			9,931		—		8,547		1,384		—			9,931
Trading liabilities:
Debt and equity instruments^(d)	58,468		18,425		54		—			76,947		58,468		18,425		54		—			76,947
Derivative payables:
Interest rate	2,625		1,085,233		2,586		(1,070,057		)	20,387		2,625		1,085,233		2,586		(1,070,057		)	20,387
Credit	—		112,545		12,516		(119,923		)	5,138		—		112,545		12,516		(119,923		)	5,138
Foreign exchange	972		158,908		4,850		(139,715		)	25,015		972		158,908		4,850		(139,715		)	25,015
Equity	22		39,046		7,331		(35,949		)	10,450		22		39,046		7,331		(35,949		)	10,450
Commodity	862		54,611		3,002		(50,246		)	8,229		862		54,611		3,002		(50,246		)	8,229
Total derivative payables^(e)	4,481		1,450,343		30,285		(1,415,890		)	69,219		4,481		1,450,343		30,285		(1,415,890		)	69,219
Total trading liabilities	62,949		1,468,768		30,339		(1,415,890		)	146,166		62,949		1,468,768		30,339		(1,415,890		)	146,166
Accounts payable and other liabilities	—		—		236		—			236		—		—		236		—			236
Beneficial interests issued by consolidated VIEs	—		622		873		—			1,495		—		622		873		—			1,495
Long-term debt	—		25,795		13,044		—			38,839		—		25,795		13,044		—			38,839
Total liabilities measured at fair value on a recurring basis	$	62,949	$	1,511,388	$	46,649	$	(1,415,890	)	$	205,096	$	62,949	$	1,511,388	$	46,649	$	(1,415,890	)	$	205,096


(a)	At ~~June~~September 30, 2011, and December 31, 2010, included total U.S. government-sponsored enterprise obligations of $~~124.0~~123.0 billion and $137.3 billion respectively, which were predominantly mortgage-related.

~~104~~106

(b)

At ~~June~~September 30, 2011, and December 31, 2010, included within trading loans were $~~20.1~~19.9 billion and $22.7 billion, respectively, of residential first-lien mortgages, and $~~2.4~~1.8 billion and $2.6 billion, respectively, of commercial first-lien mortgages. Residential mortgage loans include conforming mortgage loans originated with the intent to sell to U.S. government agencies of $~~11.9~~11.3 billion and $13.1 billion, respectively, and reverse mortgages of $~~3.9~~4.0 billion and $4.0 billion, respectively.


(c)	Physical commodities inventories are generally accounted for at the lower of cost or fair value.


(d)	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 numbers (“CUSIPs”).

(e)

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 $~~13.5~~15.2 billion and $12.7 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively; this is exclusive of the netting benefit associated with cash collateral, which would further reduce the level 3 balances.


(f)	Private equity instruments represent investments within the Corporate/Private Equity line of business. The cost basis of the private equity investment portfolio totaled $~~9.6~~9.5 billion and $10.0 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively.


(g)	At ~~June~~September 30, 2011, and December 31, 2010, balances included investments valued at net asset values of $~~12.2~~11.0 billion and $12.1 billion, respectively, of which $~~6.0~~5.0 billion and $5.9 billion, respectively, were classified in level 1, $~~1.7~~1.5 billion and $2.0 billion, respectively, in level 2, and $4.5 billion and $4.2 billion, respectively, in level 3.


(h)	For the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, the transfers between levels 1, 2 and 3, were not significant. All transfers are assumed to occur at the beginning of the reporting period.

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 ~~six~~nine months ended ~~June~~September 30, 2011and 2010. 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.

~~105~~107


	Fair value measurements using significant unobservable inputs																												Fair value measurements using significant unobservable inputs
Three months ended June 30, 2011	Fair value at April 1, 2011			Total realized/unrealized gains/(losses)															Transfers into and/or out of level 3^(g)			Fair value at June 30, 2011			Change in unrealized gains/(losses) related to financial instruments held at June 30, 2011
Three months ended September 30, 2011																													Fair value at June 30, 2011			Total realized/unrealized gains/(losses)															Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2011			Change in unrealized gains/(losses) related to financial instruments held at Sept. 30, 2011
(in millions)	Fair value at April 1, 2011			Total realized/unrealized gains/(losses)				Purchases^(f)			Sales			Issuances		Settlements			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2011			Change in unrealized gains/(losses) related to financial instruments held at June 30, 2011											Purchases^(f)			Sales			Issuances		Settlements
Assets:
Trading assets:
Debt instruments:
Mortgage-backed securities:
U.S. government agencies	$	191		$	12			$	7		$	(18	)	$	—	$	(27	)	$	—		$	165		$	(11	)		$	165		$	3			$	—		$	—		$	—	$	(15	)	$	(58	)	$	95		$	(6	)
Residential – nonagency	782			56				246			(103		)	—		(57		)	(61		)	863			10				863			(13		)		104			(98		)	—		(51		)	2			807			(41		)
Commercial – nonagency	1,885			31				219			(262		)	—		(30		)	—			1,843			21				1,843			12				121			(82		)	—		(59		)	—			1,835			2
Total mortgage-backed securities	2,858			99				472			(383		)	—		(114		)	(61		)	2,871			20				2,871			2				225			(180		)	—		(125		)	(56		)	2,737			(45		)
Obligations of U.S. states and municipalities	1,971			14				272			(414		)	—		—			12			1,855			18				1,855			11				68			(369		)	—		—			—			1,565			10
Non-U.S. government debt securities	113			1				113			(111		)	—		(34		)	—			82			1				82			5				201			(166		)	—		(24		)	—			98			5
Corporate debt securities	5,623			23				1,800			(1,820		)	—		(111		)	91			5,606			39				5,606			(60		)		1,388			(1,570		)	—		(175		)	71			5,260			(35		)
Loans	12,490			190				1,726			(1,753		)	—		(424		)	(487		)	11,742			145				11,742			14				1,547			(988		)	—		(880		)	149			11,584			(81		)
Asset-backed securities	8,883			228				855			(1,404		)	—		(243		)	—			8,319			67				8,319			(453		)		1,698			(1,065		)	—		(61		)	3			8,441			(458		)
Total debt instruments	31,938			555				5,238			(5,885		)	—		(926		)	(445		)	30,475			290				30,475			(481		)		5,127			(4,338		)	—		(1,265		)	167			29,685			(604		)
Equity securities	1,367			170				61			(125		)	—		(46		)	(19		)	1,408			158				1,408			75				40			(272		)	—		(22		)	(23		)	1,206			51
Other	943			(4		)		14			(11		)	—		(34		)	—			908			(5		)		908			(2		)		9			(2		)	—		(25		)	—			888			(12		)
Total debt and equity instruments	34,248			721			^(b)	5,313			(6,021		)	—		(1,006		)	(464		)	32,791			443			^(b)	32,791			(408		)	^(b)	5,176			(4,612		)	—		(1,312		)	144			31,779			(565		)	^(b)
Net derivative receivables:
Interest rate	2,470			1,407				217			(36		)	—		(988		)	47			3,117			720				3,117			1,943				97			(52		)	—		(1,432		)	(206		)	3,467			931
Credit	4,373			301				1			(3		)	—		65			(4		)	4,733			622				4,733			3,909				19			(7		)	—		183			—			8,837			3,712
Foreign exchange	2			(543		)		91			(3		)	—		(20		)	(63		)	(536		)	(563		)		(536		)	(1,236		)		51			(15		)	—		179			(31		)	(1,588		)	(1,250		)
Equity	(2,843		)	(157		)		140			(242		)	—		(110		)	9			(3,203		)	(13		)		(3,203		)	(85		)		117			(309		)	—		91			1			(3,388		)	(177		)
Commodity	(865		)	(306		)		49			(30		)	—		(117		)	(5		)	(1,274		)	(353		)		(1,274		)	380				64			(5		)	—		(22		)	90			(767		)	287
Total net derivative receivables	3,137			702			^(b)	498			(314		)	—		(1,170		)	(16		)	2,837			413			^(b)	2,837			4,911			^(b)	348			(388		)	—		(1,001		)	(146		)	6,561			3,503			^(b)
Available-for-sale securities:
Asset-backed securities	15,016			103				851			(22		)	—		(546		)	—			15,402			103				15,402			(453		)		9,349			(1,392		)	—		(1,376		)	—			21,530			(457		)
Other	509			(8		)		—			—			—		—			—			501			2				501			(2		)		57			—			—		(17		)	—			539			(2		)
Total available-for-sale securities	15,525			95			^(c)	851			(22		)	—		(546		)	—			15,903			105			^(c)	15,903			(455		)	^(c)	9,406			(1,392		)	—		(1,393		)	—			22,069			(459		)	^(c)
Loans	1,371			140			^(b)	41			—			—		(80		)	—			1,472			126			^(b)	1,472			167			^(b)	120			(9		)	—		(151		)	15			1,614			163			^(b)
Mortgage servicing rights	13,093			(960		)	^(d)	591			—			—		(481		)	—			12,243			(960		)	^(d)	12,243			(4,575		)	^(d)	624			—			—		(459		)	—			7,833			(4,575		)	^(d)
Other assets:
Private equity investments	8,853			777			^(b)	469			(1,906		)	—		(171		)	—			8,022			380			^(b)	8,022			(469		)	^(b)	49			(691		)	—		(156		)	(166		)	6,589			(372		)	^(b)
All other	4,560			(29		)	^(e)	300			—			—		(352		)	(30		)	4,449			(29		)	^(e)	4,449			(50		)	^(e)	154			(19		)	—		(47		)	—			4,487			(56		)	^(e)

	Fair value measurements using significant unobservable inputs																												Fair value measurements using significant unobservable inputs
Three months ended June 30, 2011	Fair value at April 1, 2011			Total realized/unrealized (gains)/losses															Transfers into and/or out of level 3^(g)			Fair value at June 30, 2011			Change in unrealized (gains)/losses related to financial instruments held at June 30, 2011
Three months ended September 30, 2011																													Fair value at June 30, 2011			Total realized/unrealized (gains)/losses															Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2011			Change in unrealized (gains)/losses related to financial instruments held at Sept. 30, 2011
(in millions)	Fair value at April 1, 2011			Total realized/unrealized (gains)/losses				Purchases^(f)			Sales			Issuances		Settlements			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2011			Change in unrealized (gains)/losses related to financial instruments held at June 30, 2011											Purchases^(f)			Sales			Issuances		Settlements
Liabilities ^(a):
Deposits	$	754		$	3		^(b)	$	—		$	—		$	157	$	(51	)	$	—		$	863		$	4		^(b)	$	863		$	(1	)	^(b)	$	—		$	—		$	29	$	(241	)	$	—		$	650		$	(11	)	^(b)
Other borrowed funds	1,844			5			^(b)	—			—			326		(97		)	—			2,078			5			^(b)	2,078			(241		)	^(b)	—			—			157		(145		)	—			1,849			(7		)	^(b)
Trading liabilities – Debt and equity instruments	173			(5		)	^(b)	(133		)	158			—		—			4			197			(1		)	^(b)
Trading liabilities – debt and equity instruments																													197			7			^(b)	(111		)	296			—		(79		)	—			310			—			^(b)
Accounts payable and other liabilities	146			(26		)	^(e)	—			—			—		(47		)	—			73			1			^(e)	73			1			^(e)	—			—			—		(6		)	—			68			1			^(e)
Beneficial interests issued by consolidated VIEs	588			31			^(b)	—			—			103		(292		)	—			430			6			^(b)	430			10			^(b)	—			—			2		(78		)	—			364			(4		)	^(b)
Long-term debt	13,027			395			^(b)	—			—			603		(491		)	—			13,534			332			^(b)	13,534			(131		)	^(b)	—			—			394		(865		)	209			13,141			98			^(b)

~~106~~108


	Fair value measurements using significant unobservable inputs																				Fair value measurements using significant unobservable inputs
Three months ended June 30, 2010	Fair value at April 1, 2010			Total realized/ unrealized gains/(losses)				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized gains/(losses) related to financial instruments held June 30, 2010
Three months ended September 30, 2010																					Fair value at June 30, 2010			Total realized/ unrealized gains/(losses)				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2010			Change in unrealized gains/(losses) related to financial instruments held Sept. 30, 2010
(in millions)	Fair value at April 1, 2010			Total realized/ unrealized gains/(losses)				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized gains/(losses) related to financial instruments held June 30, 2010
Assets:
Trading assets:
Debt instruments:
Mortgage-backed securities:
U.S. government agencies	$	215		$	19			$	(55	)	$	(3	)	$	176		$	—			$	176		$	3			$	—		$	—		$	179		$	(9	)
Residential – nonagency	841			61				(36		)	(62		)	804			56				804			89				(233		)	—			660			17
Commercial – nonagency	1,673			80				(11		)	(3		)	1,739			66				1,739			89				47			—			1,875			74
Total mortgage-backed securities	2,729			160				(102		)	(68		)	2,719			122				2,719			181				(186		)	—			2,714			82
Obligations of U.S. states and municipalities	1,975			15				18			—			2,008			1				2,008			21				21			—			2,050			19
Non-U.S. government debt securities	118			(18		)		14			—			114			(18		)		114			(6		)		88			(3		)	193			(5		)
Corporate debt securities	4,947			(53		)		(177		)	(166		)	4,551			(34		)		4,551			16				73			(229		)	4,411			42
Loans	15,776			41				(943		)	15			14,889			49				14,889			537				754			(135		)	16,045			424
Asset-backed securities	8,673			(210		)		234			(60		)	8,637			(202		)		8,637			409				(396		)	1			8,651			330
Total debt instruments	34,218			(65		)		(956		)	(279		)	32,918			(82		)		32,918			1,158				354			(366		)	34,064			892
Equity securities	1,716			101				1			4			1,822			154				1,822			25				14			(74		)	1,787			59
Other	1,001			(30		)		(51		)	—			920			(20		)		920			163				(19		)	—			1,064			170
Total debt and equity instruments	36,935			6			^(b)	(1,006		)	(275		)	35,660			52			^(b)	35,660			1,346			^(b)	349			(440		)	36,915			1,121			^(b)
Net of derivative receivables:
Interest rate	2,464			1,021				(534		)	96			3,047			911				3,047			1,444				(1,168		)	(26		)	3,297			595
Credit	9,186			2,003				(1,410		)	7			9,786			2,349				9,786			(1,635		)		(132		)	(40		)	7,979			(1,443		)
Foreign exchange	329			(513		)		236			(1		)	51			(452		)		51			(596		)		471			(12		)	(86		)	(445		)
Equity	(1,867		)	(284		)		64			(72		)	(2,159		)	(123		)		(2,159		)	(268		)		(90		)	75			(2,442		)	(284		)
Commodity	(281		)	(241		)		70			35			(417		)	(288		)		(417		)	(74		)		(266		)	37			(720		)	(78		)
Total net derivative receivables	9,831			1,986			^(b)	(1,574		)	65			10,308			2,397			^(b)	10,308			(1,129		)	^(b)	(1,185		)	34			8,028			(1,655		)	^(b)
Available-for-sale securities:
Asset-backed securities	12,571			(39		)		(198		)	—			12,334			(51		)		12,334			102				1,536			—			13,972			101
Other	363			10				(67		)	104			410			(2		)		410			20				76			—			506			20
Total available-for-sale securities	12,934			(29		)	^(c)	(265		)	104			12,744			(53		)	^(c)	12,744			122			^(c)	1,612			—			14,478			121			^(c)
Loans	1,140			(12		)	^(b)	(79		)	16			1,065			(32		)	^(b)	1,065			104			^(b)	56			—			1,225			97			^(b)
Mortgage servicing rights	15,531			(3,584		)	^(d)	(94		)	—			11,853			(3,584		)	^(d)	11,853			(1,497		)	^(d)	(51		)	—			10,305			(1,497		)	^(d)
Other assets:
Private equity investments	6,385			(12		)	^(b)	992			(119		)	7,246			(19		)	^(b)	7,246			827			^(b)	236			(107		)	8,202			685			^(b)
All other	4,352			(40		)	^(e)	80			(84		)	4,308			(20		)	^(e)	4,308			(71		)	^(b)	210			(2		)	4,445			7			^(b)

	Fair value measurements using significant unobservable inputs																				Fair value measurements using significant unobservable inputs
Three months ended June 30, 2010	Fair value at April 1, 2010			Total realized/ unrealized (gains)/losses				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized (gains)/losses related to financial instruments held June 30, 2010
Three months ended September 30, 2010																					Fair value at June 30, 2010			Total realized/ unrealized (gains)/losses				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2010			Change in unrealized (gains)/losses related to financial instruments held Sept. 30, 2010
(in millions)	Fair value at April 1, 2010			Total realized/ unrealized (gains)/losses				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized (gains)/losses related to financial instruments held June 30, 2010
Liabilities ^(a):
Deposits	$	440		$	15		^(b)	$	95		$	334		$	884		$	10		^(b)	$	884		$	62		^(b)	$	(84	)	$	20		$	882		$	141		^(b)
Other borrowed funds	452			(48		)	^(b)	(103		)	(10		)	291			(37		)	^(b)	291			72			^(b)	942			—			1,305			68			^(b)
Trading liabilities – Debt and equity instruments	32			2			^(b)	(30		)	—			4			—			^(b)
Trading liabilities – debt and equity instruments																					4			—			^(b)	20			—			24			1			^(b)
Accounts payable and other liabilities	328			(17		)	^(b)	138			—			449			(5		)	^(b)	449			(52		)	^(e)	(57		)	—			340			47			^(e)
Beneficial interests issued by consolidated VIEs	1,817			(26		)	^(b)	(399		)	—			1,392			(68		)	^(b)	1,392			27			^(b)	(171		)	80			1,328			27			^(b)
Long-term debt	17,518			(632		)	^(b)	(1,219		)	95			15,762			(365		)	^(b)	15,762			784			^(b)	(2,303		)	(173		)	14,070			1,056			^(b)

~~107~~109



	Fair value measurements using significant unobservable inputs
Nine months ended September 30, 2011	Fair value at January 1, 2011			Total realized/unrealized gains/(losses)															Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2011				Change in unrealized gains/(losses) related to financial instruments held at Sept. 30, 2011
(in millions)								Purchases^(f)			Sales			Issuances		Settlements
Assets:
Trading assets:
Debt instruments:
Mortgage-backed securities:
U.S. government agencies	$	174		$	32			$	28		$	(39	)	$	—	$	(42	)	$	(58	)		$	95		$	(17	)
Residential – nonagency	687			114				609			(369		)	—		(175		)	(59		)		807			12
Commercial – nonagency	2,069			59				686			(826		)	—		(153		)	—				1,835			34
Total mortgage-backed securities	2,930			205				1,323			(1,234		)	—		(370		)	(117		)		2,737			29
Obligations of U.S. states and municipalities	2,257			11				624			(1,338		)	—		(1		)	12				1,565			(3		)
Non-U.S. government debt securities	202			9				444			(420		)	—		(63		)	(74		)		98			11
Corporate debt securities	4,946			(5		)		4,817			(4,465		)	—		(292		)	259				5,260			(46		)
Loans	13,144			335				4,161			(3,765		)	—		(2,033		)	(258		)		11,584			155
Asset-backed securities	8,460			175				3,671			(3,526		)	—		(361		)	22				8,441			(306		)
Total debt instruments	31,939			730				15,040			(14,748		)	—		(3,120		)	(156		)		29,685			(160		)
Equity securities	1,685			315				138			(471		)	—		(398		)	(63		)		1,206			294
Other	930			29				28			(14		)	—		(85		)	—				888			32
Total debt and equity instruments	34,554			1,074			^(b)	15,206			(15,233		)	—		(3,603		)	(219		)		31,779			166			^(b)
Net derivative receivables:
Interest rate	2,836			3,869				442			(171		)	—		(3,335		)	(174		)		3,467			945
Credit	5,386			3,357				21			(10		)	—		102			(19		)		8,837			3,570
Foreign exchange	(614		)	(1,718		)		167			(18		)	—		641			(46		)		(1,588		)	(300		)
Equity	(2,446		)	(63		)		352			(881		)	—		(448		)	98				(3,388		)	343
Commodity	(805		)	669				199			(102		)	—		(563		)	(165		)		(767		)	162
Total net derivative receivables	4,357			6,114			^(b)	1,181			(1,182		)	—		(3,603		)	(306		)		6,561			4,720			^(b)
Available-for-sale securities:
Asset-backed securities	13,775			128				11,309			(1,418		)	—		(2,264		)	—				21,530			(459		)
Other	512			(1		)		57			(3		)	—		(26		)	—				539			—
Total available-for-sale securities	14,287			127			^(c)	11,366			(1,421		)	—		(2,290		)	—				22,069			(459		)	^(c)
Loans	1,466			427			^(b)	245			(9		)	—		(514		)	(1		)		1,614			397			^(b)
Mortgage servicing rights	13,649			(6,286		)	^(d)	1,973			—			—		(1,503		)	—				7,833			(6,286		)	^(d)
Other assets:
Private equity investments	7,862			1,213			^(b)	846			(2,736		)	—		(430		)	(166		)		6,589			(461		)	^(b)
All other	4,179			(19		)	^(e)	863			(22		)	—		(485		)	(29		)		4,487			(23		)	^(e)

	Fair value measurements using significant unobservable inputs
Nine months ended September 30, 2011	Fair value at January 1, 2011			Total realized/unrealized (gains)/losses															Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2011				Change in unrealized (gains)/losses related to financial instruments held at Sept. 30, 2011
(in millions)								Purchases^(f)			Sales			Issuances		Settlements
Liabilities^(a):
Deposits	$	773		$	(9	)	^(b)	$	—		$	—		$	245	$	(358	)	$	(1	)		$	650		$	(16	)	^(b)
Other borrowed funds	1,384			(267		)	^(b)	—			—			1,060		(330		)	2				1,849			(152		)	^(b)
Trading liabilities – debt and equity instruments	54			2			^(b)	(244		)	573			—		(79		)	4				310			(12		)	^(b)
Accounts payable and other liabilities	236			(62		)	^(e)	—			—			—		(106		)	—				68			4			^(e)
Beneficial interests issued by consolidated VIEs	873			35			^(b)	—			—			116		(660		)	—				364			(36		)	^(b)
Long-term debt	13,044			326			^(b)	—			—			1,650		(2,327		)	448				13,141			209			^(b)

110

Fair value measurements using significant unobservable inputs
Six months ended
June 30, 2011
Fair value at January 1, 2011
Total realized/unrealized
gains/(losses)

Transfers into and/or
out of
level 3^(g)
Fair value at
June 30, 2011
Change in unrealized
gains/(losses) related to financial instruments held at June 30, 2011
(in millions)
Purchases ^(f)
Sales Issuances Settlements
Assets:
Trading assets:
Debt instruments:
Mortgage-backed securities:
U.S. government agencies $ 174
$ 29
$ 28
$ (39 ) $ —
$ (27 ) $ —
$ 165
$ (12 )
Residential – nonagency 687
127
505
(271 ) —
(124 ) (61 ) 863
39

Commercial – nonagency 2,069
47
565
(744 ) —
(94 ) —
1,843
6

Total mortgage-backed securities 2,930
203
1,098
(1,054 ) —
(245 ) (61 ) 2,871
33

Obligations of U.S. states and municipalities 2,257
—
556
(969 ) —
(1 ) 12
1,855
(8 )
Non-U.S. government debt securities 202
4
243
(254 ) —
(39 ) (74 ) 82
6

Corporate debt securities 4,946
55
3,429
(2,895 ) —
(117 ) 188
5,606
58

Loans 13,144
321
2,614
(2,777 ) —
(1,153 ) (407 ) 11,742
79

Asset-backed securities 8,460
628
1,973
(2,461 ) —
(300 ) 19
8,319
347

Total debt instruments 31,939
1,211
9,913
(10,410 ) —
(1,855 ) (323 ) 30,475
515

Equity securities 1,685
240
98
(199 ) —
(376 ) (40 ) 1,408
380

Other 930
31
19
(12 ) —
(60 ) —
908
36

Total debt and equity instruments 34,554
1,482
^(b)
10,030
(10,621 ) —
(2,291 ) (363 ) 32,791
931
^(b)
Net derivative receivables:
Interest rate 2,836
1,926
345
(119 ) —
(1,903 ) 32
3,117
729

Credit 5,386
(552 ) 2
(3 ) —
(81 ) (19 ) 4,733
(367 )
Foreign exchange (614 ) (482 ) 116
(3 ) —
462
(15 ) (536 ) (530 )
Equity (2,446 ) 22
235
(572 ) —
(539 ) 97
(3,203 ) 49

Commodity (805 ) 289
135
(97 ) —
(541 ) (255 ) (1,274 ) (80 )
Total net derivative receivables 4,357
1,203
^(b)
833
(794 ) —
(2,602 ) (160 ) 2,837
(199 )
^(b)
Available-for-sale securities:
Asset-backed securities 13,775
581
1,960
(26 ) —
(888 ) —
15,402
579

Other 512
1
—
(3 ) —
(9 ) —
501
9

Total available-for-sale securities 14,287
582
^(c)
1,960
(29 ) —
(897 ) —
15,903
588
^(c)
Loans 1,466
260
^(b)
125
—
—
(363 ) (16 ) 1,472
234
^(b)
Mortgage servicing rights 13,649
(1,711 )
^(d)
1,349
—
—
(1,044 ) —
12,243
(1,711 )
^(d)
Other assets:
Private equity investments 7,862
1,682
^(b)
797
(2,045 ) —
(274 ) —
8,022
722
^(b)
All other 4,179
31
^(e)
709
(3 ) —
(438 ) (29 ) 4,449
31
^(e)

Fair value measurements using significant unobservable inputs
Six months ended
June 30, 2011
Fair value at January 1, 2011
Total realized/unrealized
(gains)/losses

Transfers into and/or
out of
level 3^(g)
Fair value at
June 30, 2011
Change in unrealized
(gains)/losses related to financial instruments held at June 30, 2011
(in millions)
Purchases ^(f)
Sales Issuances Settlements
Liabilities ^(a):

Deposits $ 773
$ (8 )
^(b)
$ —
$ —
$ 216
$ (117 ) $ (1 ) $ 863
$ —
^(b)
Other borrowed funds 1,384
(26 )
^(b)
—
—
903
(185 ) 2
2,078
(4 )
^(b)
Trading liabilities – Debt and equity instruments 54
(5 )
^(b)
(133 ) 277
—
—
4
197
1
^(b)
Accounts payable and other liabilities 236
(63 )
^(e)
—
—
—
(100 ) —
73
3
^(e)
Beneficial interests issued by consolidated VIEs 873
25
^(b)
—
—
114
(582 ) —
430
(34 )
^(b)
Long-term debt 13,044
457
^(b)
—
—
1,256
(1,462 ) 239
13,534
238
^(b)

~~108~~


	Fair value measurements using significant unobservable inputs																				Fair value measurements using significant unobservable inputs
Six months ended June 30, 2010	Fair value at January 1, 2010			Total realized/ unrealized gains/(losses)				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized gains/(losses) related to financial instruments held at June 30, 2010
Nine months ended September 30, 2010																					Fair value at January 1, 2010			Total realized/ unrealized gains/(losses)				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2010			Change in unrealized gains/(losses) related to financial instruments held at Sept. 30, 2010
(in millions)	Fair value at January 1, 2010			Total realized/ unrealized gains/(losses)				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized gains/(losses) related to financial instruments held at June 30, 2010
Assets:
Trading assets:
Debt instruments:
Mortgage-backed securities:
U.S. government agencies	$	260		$	24			$	(105	)	$	(3	)	$	176		$	(10	)		$	260		$	27			$	(105	)	$	(3	)	$	179		$	(19	)
Residential – nonagency	1,115			77				(340		)	(48		)	804			44				1,115			166				(573		)	(48		)	660			62
Commercial – nonagency	1,770			116				(144		)	(3		)	1,739			30				1,770			205				(97		)	(3		)	1,875			104
Total mortgage-backed securities	3,145			217				(589		)	(54		)	2,719			64				3,145			398				(775		)	(54		)	2,714			147
Obligations of U.S. states and municipalities	1,971			(27		)		(78		)	142			2,008			(42		)		1,971			(6		)		(57		)	142			2,050			(24		)
Non-U.S. government debt securities	89			(22		)		47			—			114			51				89			(28		)		135			(3		)	193			(10		)
Corporate debt securities	5,241			(331		)		(467		)	108			4,551			(5		)		5,241			(315		)		(394		)	(121		)	4,411			(36		)
Loans	13,218			(290		)		2,043			(82		)	14,889			(358		)		13,218			247				2,797			(217		)	16,045			278
Asset-backed securities	8,620			(157		)		158			16			8,637			(302		)		8,620			252				(238		)	17			8,651			130
Total debt instruments	32,284			(610		)		1,114			130			32,918			(592		)		32,284			548				1,468			(236		)	34,064			485
Equity securities	1,956			81				(231		)	16			1,822			213				1,956			106				(217		)	(58		)	1,787			263
Other	1,441			56				(655		)	78			920			51				1,441			219				(674		)	78			1,064			219
Total debt and equity instruments	35,681			(473		)	^(b)	228			224			35,660			(328		)	^(b)	35,681			873			^(b)	577			(216		)	36,915			967			^(b)
Net of derivative receivables:
Interest rate	2,040			1,441				(575		)	141			3,047			671				2,040			2,885				(1,743		)	115			3,297			915
Credit	10,350			1,399				(1,961		)	(2		)	9,786			1,669				10,350			(236		)		(2,093		)	(42		)	7,979			291
Foreign exchange	1,082			(893		)		156			(294		)	51			(861		)		1,082			(1,489		)		627			(306		)	(86		)	191
Equity	(2,306		)	(86		)		4			229			(2,159		)	60				(2,306		)	(354		)		(86		)	304			(2,442		)	(224		)
Commodity	(329		)	(652		)		472			92			(417		)	(267		)		(329		)	(726		)		206			129			(720		)	15
Total net derivative receivables	10,837			1,209			^(b)	(1,904		)	166			10,308			1,272			^(b)	10,837			80			^(b)	(3,089		)	200			8,028			1,188			^(b)
Available-for-sale securities:
Asset-backed securities	12,732			(105		)		(293		)	—			12,334			(96		)		12,732			(3		)		1,243			—			13,972			(21		)
Other	461			(67		)		(89		)	105			410			(95		)		461			(47		)		(13		)	105			506			20
Total available-for-sale securities	13,193			(172		)	^(c)	(382		)	105			12,744			(191		)	^(c)	13,193			(50		)	^(c)	1,230			105			14,478			(1		)	^(c)
Loans	990			(11		)	^(b)	78			8			1,065			(48		)	^(b)	990			93			^(b)	134			8			1,225			41			^(b)
Mortgage servicing rights	15,531			(3,680		)	^(d)	2			—			11,853			(3,680		)	^(d)	15,531			(5,177		)	^(d)	(49		)	—			10,305			(5,177		)	^(d)
Other assets:
Private equity investments	6,563			136			^(b)	931			(384		)	7,246			11			^(b)	6,563			963			^(b)	1,167			(491		)	8,202			697			^(b)
All other	9,521			(58		)	^(e)	(5,060		)	(95		)	4,308			(111		)	^(e)	9,521			(129		)	^(b)	(4,850		)	(97		)	4,445			(30		)	^(b)

	Fair value measurements using significant unobservable inputs																				Fair value measurements using significant unobservable inputs
Six months ended June 30, 2010	Fair value at January 1, 2010			Total realized/ unrealized (gains)/losses				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized (gains)/losses related to financial instruments held at June 30, 2010
Nine months ended September 30, 2010																					Fair value at January 1, 2010			Total realized/ unrealized (gains)/losses				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at Sept. 30, 2010			Change in unrealized (gains)/losses related to financial instruments held at Sept. 30, 2010
(in millions)	Fair value at January 1, 2010			Total realized/ unrealized (gains)/losses				Purchases, issuances, settlements, net			Transfers into and/or out of level 3^(g)			Fair value at June 30, 2010			Change in unrealized (gains)/losses related to financial instruments held at June 30, 2010
Liabilities ^(a):
Deposits	$	476		$	5		^(b)	$	94		$	309		$	884		$	(32	)	^(b)	$	476		$	67		^(b)	$	10		$	329		$	882		$	11		^(b)
Other borrowed funds	542			(100		)	^(b)	92			(243		)	291			(110		)	^(b)	542			(28		)	^(b)	1,034			(243		)	1,305			(7		)	^(b)
Trading liabilities – Debt and equity instruments	10			4			^(b)	(33		)	23			4			1			^(b)
Trading liabilities – debt and equity instruments																					10			4			^(b)	(13		)	23			24			(1		)	^(b)
Accounts payable and other liabilities	355			(40		)	^(b)	134			—			449			(13		)	^(b)	355			(92		)	^(e)	77			—			340			34			^(e)
Beneficial interests issued by consolidated VIEs	625			(33		)	^(b)	800			—			1,392			(105		)	^(b)	625			(6		)	^(b)	629			80			1,328			(58		)	^(b)
Long-term debt	18,287			(1,035		)	^(b)	(1,887		)	397			15,762			(513		)	^(b)	18,287			(251		)	^(b)	(4,190		)	224			14,070			386			^(b)


(a)	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 23% and 23% at ~~June~~September 30, 2011, and December 31, 2010, respectively.


(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/(losses) on available-for-sale (“AFS”) securities, as well as other-than-temporary impairment losses that are recorded in earnings, are reported in securities gains. Unrealized ~~gains /~~ gains/(losses) are reported in other comprehensive income (“OCI”). Realized ~~gains /~~ gains/(losses) and foreign exchange remeasurement adjustments recorded in income on AFS securities were $~~103~~(426) million and ~~$13 million~~zero for the three months ended ~~June~~September 30, 2011 and 2010,

~~109~~111

and ~~2010, and~~ were $~~434~~8 million and $(65) million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively. Unrealized ~~gains /~~ gains/(losses) reported on AFS securities in OCI were $~~(8)~~(29) million and $~~(42)~~122 million for the three months ended ~~June~~September 30, 2011 and 2010, and were $~~148~~119 million and $~~(107)~~15 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.


(d)	Changes in fair value for RFS mortgage servicing rights are reported in mortgage fees and related income.


(e)	Largely reported in other income.


(f)	Loan originations are included in purchases.


(g)	All transfers into and/or out of level 3 are assumed to occur at the beginning of the reporting period.

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 ~~June~~September 30, 2011, and December 31, 2010, for which a nonrecurring change in fair value has been recorded during the reporting period.


	Fair value hierarchy									Fair value hierarchy
June 30, 2011 (in millions)	Level 1^(d)		Level 2^(d)		Level 3^(d)			Total fair value
September 30, 2011 (in millions)										Level 1^(e)		Level 2^(e)		Level 3^(e)			Total fair value
Loans retained^(a)	$	—	$	2,634	$	231		$	2,865	$	—	$	3,191	$	213		$	3,404
Loans held-for-sale(b)	—		480		203			683		—		604		482			1,086
Total loans	—		3,114		434			3,548		—		3,795		695			4,490
Other real estate owned	—		61		281			342		—		60		246			306
Other assets	—		—		7			7		—		15		16			31
Total other assets	—		61		288			349		—		75		262			337
Total assets at fair value on a nonrecurring basis	$	—	$	3,175	$	722		$	3,897	$	—	$	3,870	$	957		$	4,827
Accounts payable and other liabilities^(b)	$	—	$	11	$	14		$	25
Accounts payable and other liabilities^(c)										$	—	$	43	$	23		$	66
Total liabilities at fair value on a nonrecurring basis	$	—	$	11	$	14		$	25	$	—	$	43	$	23		$	66

	Fair value hierarchy									Fair value hierarchy
December 31, 2010 (in millions)	Level 1^(d)		Level 2^(d)		Level 3^(d)			Total fair value		Level 1		Level 2		Level 3			Total fair value
Loans retained^(a)	$	—	$	5,484	$	513	^(e)	$	5,997	$	—	$	5,484	$	513	^(f)	$	5,997
Loans held-for-sale^(c)	—		312		3,200			3,512
Loans held-for-sale^(b)^(d)										—		312		3,200			3,512
Total loans	—		5,796		3,713			9,509		—		5,796		3,713			9,509
Other real estate owned	—		78		311			389		—		78		311			389
Other assets	—		—		2			2		—		—		2			2
Total other assets	—		78		313			391		—		78		313			391
Total assets at fair value on a nonrecurring basis	$	—	$	5,874	$	4,026		$	9,900	$	—	$	5,874	$	4,026		$	9,900
Accounts payable and other liabilities^(b)	$	—	$	53	$	18		$	71
Accounts payable and other liabilities^(c)										$	—	$	53	$	18		$	71
Total liabilities at fair value on a nonrecurring basis	$	—	$	53	$	18		$	71	$	—	$	53	$	18		$	71


(a)	Reflects mortgage, home equity and other loans where the carrying value is based on the fair value of the underlying collateral.


(b)	Loans held-for-sale are carried on the Consolidated Balance Sheets at the lower of cost or fair value.


(c)	Represents, at ~~June~~September 30, 2011, and December 31, 2010, fair value adjustments associated with $~~529~~437 million and $517 million, respectively, of unfunded held-for-sale lending-related commitments within the leveraged lending portfolio.


~~(c)~~(d)	Predominantly includes credit card loans at December 31, 2010. ~~Loans held-for-sale are carried on the Consolidated Balance Sheets at the lower of cost or fair value.~~


~~(d)~~(e)	For the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, the transfers between levels 1, 2 and 3 were not significant. All transfers are assumed to occur at the beginning of the reporting period.


~~(e)~~(f)	The prior period has been revised to conform with the current presentation.

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) underlying the loan. Fair value of the collateral is typically estimated based on quoted market prices, broker quotes or independent appraisals. For further information, see Note 14 on pages ~~149–150~~158–159 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 ~~six-month~~nine-month periods ended ~~June~~September 30, 2011 and 2010, related to financial instruments held at those dates.

~~110~~112


	Three months ended June 30,							Six months ended June 30,							Three months ended September 30,							Nine months ended September 30,
(in millions)	2011			2010				2011			2010				2011			2010				2011			2010
Loans retained	$	(709	)	$	(1,109	)	^(a)	$	(1,272	)	$	(2,142	)	^(a)	$	(541	)	$	(951	)	^(a)	$	(1,710	)	$	(1,559	)	^(a)
Loans held-for-sale	13			(3		)		38			65				(38		)	20				(11		)	78
Total loans	(696		)	(1,112		)		(1,234		)	(2,077		)		(579		)	(931		)		(1,721		)	(1,481		)
Other assets	(48		)	11				(47		)	29				(31		)	(8		)		(71		)	17
Accounts payable and other liabilities	(4		)	—				1			5				(13		)	—				(14		)	5
Total nonrecurring fair value gains/(losses)	$	(748	)	$	(1,101	)		$	(1,280	)	$	(2,043	)		$	(623	)	$	(939	)		$	(1,806	)	$	(1,459	)

(a) Prior periods have been revised to conform with the current presentation.

Level 3 analysis

Level 3 assets at ~~June~~September 30, 2011, predominantly ~~include~~included derivative receivables, mortgage servicing rights (“MSRs”), collateralized loan obligations (“CLOs”) held within the AFS ~~securities portfolio,~~and trading portfolios, loans ~~and asset-backed securities in~~within the trading portfolio and private equity investments.

Derivative receivables included $~~34.2~~39.7 billion of interest rate, credit, foreign exchange, equity and commodity contracts ~~classified within level 3 at~~ ~~June 30, 2011~~. Credit derivative receivables of $~~15.1~~20.2 billion ~~include~~included $~~9.9~~14.9 billion of structured credit derivatives with corporate debt underlying and $~~3.3~~3.5 billion of credit default swaps largely on commercial mortgages where the risks are partially mitigated by similar and offsetting derivative payables. Interest rate derivative receivables of $~~5.9~~6.8 billion include long-dated structured interest rate derivatives which are dependent on correlation. ~~Equity derivative receivables of~~ ~~$5.2 billion~~ ~~principally include long-dated contracts where the volatility levels are unobservable.~~ Foreign exchange derivative receivables of $~~4.6~~4.5 billion ~~include~~included long-dated foreign exchange derivatives which are dependent on the correlation between foreign exchange and interest rates. Equity derivative receivables of $4.2 billion principally included long-dated contracts where the volatility levels are unobservable. Commodity derivative receivables of 4.0 billion largely included long-dated oil contracts.

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, the interest rate risk management and valuation methodology used for MSRs, including valuation assumptions and sensitivities, see Note 17 on pages 260–263 of JPMorgan Chase’s 2010 Annual Report and Note 16 on pages ~~159–163~~168–172 of this Form 10-Q.

CLOs totaling $~~15.1~~27.9 billion are securities backed by corporate ~~loans~~loans. At September 30, 2011, $21.3 billion of CLOs were held in the AFS securities portfolio and $6.6 billion were included in Asset Backed Securities held in the trading portfolio. Substantially all of ~~these~~the securities are rated “AAA,” “AA” and “A” and had an average credit enhancement of 30%. Credit enhancement in CLOs is primarily in the form of subordination, which is a form of structural credit enhancement where realized losses associated with assets held by the issuing vehicle are allocated to the various tranches of securities issued by the vehicle considering their relative seniority. For a further discussion of CLOs held in the AFS securities portfolio, see Note 11 on pages ~~128–132~~130–134 of this Form 10-Q.

Trading loans totaling $~~11.7~~11.6 billion included $~~5.7~~5.5 billion of residential mortgage whole loans and commercial mortgage loans for which there is limited price transparency; and $~~3.9~~4.0 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, for which valuation inputs are observable and liquid.

Consolidated Balance Sheets changes

Level 3 assets (including assets measured at fair value on a nonrecurring basis) were 5% of total Firm assets at ~~June~~September 30, 2011. The following describes significant changes to level 3 assets since December 31, 2010.

For the three months ended ~~June~~September 30, 2011

Level 3 assets were $~~109.8~~115.0 billion at ~~June~~September 30, 2011, reflecting aan ~~decrease~~increase of $~~6.3~~5.2 billion from the ~~first~~second quarter largely related to a:

$~~4.4~~6.2 billion~~decrease~~ increase in ~~nonrecurring loans held-for-sale~~asset-backed AFS securities, predominantly driven by ~~sales in the loan portfolios;~~

~~For the~~ ~~six~~ ~~months ended~~ ~~June 30, 2011~~

~~Level 3 assets decreased by~~ ~~$4.9 billion~~ ~~in the first six months~~purchases of ~~2011, due to the following:~~

~~$3.0 billion~~ ~~net decrease in nonrecurring loans held-for-sale driven by sales in the loan portfolios;~~CLOs;

$~~1.4~~5.5 billion~~decrease~~ increase in ~~trading loans primarily~~derivative receivables due to ~~asset sales~~
widening of credit spreads;

$~~1.4~~4.4 billion decrease in MSRs. For further discussion of the change, refer to Note 16 on pages ~~159–163~~168–172 of this Form ~~10-Q.~~10-Q; and

$~~1.6~~1.4 billion decrease in private equity investments, predominantly driven by net write-downs on private investments and sales.

For the nine months ended September 30, 2011

Level 3 assets increased by $351 million in the first nine months of 2011, due to the following:

$7.8 billionincrease in asset-backed AFS securities, predominantly driven by purchases of ~~new issuance CLOs~~;CLOs;

$5.0 billion increase in derivative receivables due to widening of credit spreads, changes in interest rates and price movements in energy;

$5.8 billion decrease in MSRs. For further discussion of the change, refer to Note 16 on pages 168–172 of this Form 10-Q;

$2.8 billion decrease in trading assets – debt and equity instruments, largely driven by sales of trading loans;

~~111~~113

$2.7 billion decrease in nonrecurring loans held-for-sale, predominantly driven by sales in the loan portfolios; and

$1.3 billion decrease in private equity investments, predominantly driven by sales of investments, partially offset by net increases in investment valuations and follow-on investments.

Gains and Losses

Included in the tables for the three months ended ~~June~~September 30, 2011

$~~960 million~~4.9 billion of net gains on derivatives, predominantly driven by widening of credit spreads; and

$4.6 billion of losses on MSRs. For further discussion of the change, refer to Note 16 on pages ~~159–163~~168–172 of this Form 10-Q.

Included in the tables for the three months ended ~~June~~September 30, 2010

$~~2.0~~1.1 billion of net losses on derivatives, largely due to the tightening of credit spreads;

$1.3 billion of net gains on ~~derivatives,~~trading assets-debt and equity securities largely ~~driven by the widening of credit spreads~~due to asset-backed securities and trading loans;

$~~632~~784 million in gains related to long-term structured note liabilities, largely ~~driven by the volatility in the equity markets~~due to foreign exchange revaluation;

$~~3.6~~827 million of gains in private equity largely driven by gains in investments in the portfolio; and

$1.5 billion of losses on ~~MSRs predominantly due to declines in interest rates~~MSRs.

Included in the tables for the ~~six~~nine months ended ~~June~~September 30, 2011

$~~1.7 billion~~ ~~gain in private equity, predominately driven by net increases in investment valuations and sales in the portfolio.~~

~~$1.2 billion~~ ~~of net gains on derivatives, largely driven by increase in interest rate derivatives;~~

~~$1.7~~6.3 billion of losses on MSRs. For further discussion of the change, refer to Note 16 on pages ~~159–163~~168–172 of this Form ~~10-Q~~10-Q;

$6.1 billion of net gains on derivatives, related to widening of credit spreads and changes in interest rates, partially offset by losses due to fluctuation in foreign exchange rates; and

$1.2 billion gain in private equity, primarily driven by gains on sales and net increases in investment valuations.

Included in the tables for the ~~six~~nine months ended ~~June~~September 30, 2010

$~~3.7~~5.2 billion of losses on ~~MSRs predominantly due to declines in interest rates~~MSRs; and

$~~1.2 billion~~963 million ofgain in private equity largely driven by gains in ~~net derivatives receivables~~

~~$1.0 billion~~ ~~of gains related to long-term structured note liabilities, primarily due to volatility~~investments in the ~~equities markets.~~portfolio.

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 170–187 of JPMorgan Chase’s 2010 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)	June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Derivative receivables balance (net of derivatives CVA)	$	77,383		$	80,481		$	108,853		$	80,481
Derivatives CVA^(a)	(4,075		)	(4,362		)	(7,345		)	(4,362		)
Derivative payables balance (net of derivatives DVA)	63,668			69,219			79,249			69,219
Derivatives DVA	(836		)	(882		)	(1,820		)	(882		)
Structured notes balance(net of structured notes DVA)^(b)(c)	55,005			53,139			50,062			53,139
Structured notes DVA	(1,318		)	(1,153		)	(2,219		)	(1,153		)


(a)	Derivatives credit valuation adjustments (“CVA”), gross of hedges, includes results managed by the Credit Portfolio and other lines of business within the Investment Bank (“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 ~~114~~–~~116~~116–118 of this Form 10-Q.

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 June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010
Credit adjustments:
Derivative CVA^(a)	$	(248	)	$	(1,070	)	$	287		$	(914	)	$	(3,270	)	$	(527	)	$	(2,983	)	$	(1,441	)
Derivative DVA	23			397			(46		)	291			984			(247		)	938			44
Structured note DVA^(b)	142			588			165			696			901			(246		)	1,066			450


(a)	Derivatives CVA, gross of hedges, includes results managed by the 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 ~~114–116~~116–118 of this Form 10-Q.

~~112~~ 114

Additional disclosures about the fair value of financial instruments (including financial instruments not carried at fair value)

The following table presents the carrying values and estimated fair values of financial assets and liabilities. For additional information regarding the financial instruments within the scope of this disclosure, and the methods and significant assumptions used to estimate their fair value, see Note 3 on pages 170–187 of JPMorgan Chase’s 2010 Annual Report.

The following table presents the carrying values and estimated fair values of financial assets and liabilities.


	June 30, 2011							December 31, 2010							September 30, 2011							December 31, 2010
(in billions)	Carrying value		Estimated fair value		Appreciation/ (depreciation)			Carrying value		Estimated fair value		Appreciation/ (depreciation)			Carrying value		Estimated fair value		Appreciation/ (depreciation)			Carrying value		Estimated fair value		Appreciation/ (depreciation)
Financial assets
Assets for which fair value approximates carrying value	$	200.3	$	200.3	$	—		$	49.2	$	49.2	$	—		$	185.6	$	185.6	$	—		$	49.2	$	49.2	$	—
Accrued interest and accounts receivable	80.3		80.3		—			70.1		70.1		—			72.1		72.1		—			70.1		70.1		—
Federal funds sold and securities purchased under resale agreements (included $21.3 and $20.3 at fair value)	213.4		213.4		—			222.6		222.6		—
Securities borrowed (included $14.8 and $14.0 at fair value)	121.5		121.5		—			123.6		123.6		—
Federal funds sold and securities purchased under resale agreements (included $22.2 and $20.3 at fair value)															248.0		248.0		—			222.6		222.6		—
Securities borrowed (included $14.6 and $14.0 at fair value)															131.6		131.6		—			123.6		123.6		—
Trading assets	458.7		458.7		—			489.9		489.9		—			461.5		461.5		—			489.9		489.9		—
Securities (included $324.7 and $316.3 at fair value)	324.7		324.7		—			316.3		316.3		—
Securities (included $339.3 and $316.3 at fair value)															339.3		339.3		—			316.3		316.3		—
Loans (included $2.0 and $2.0 at fair value)^(a)	661.2		661.3		0.1			660.7		663.5		2.8			668.5		669.3		0.8			660.7		663.5		2.8
Mortgage servicing rights at fair value	12.2		12.2		—			13.6		13.6		—			7.8		7.8		—			13.6		13.6		—
Other (included $18.4 and $18.2 at fair value)	69.1		69.4		0.3			64.9		65.0		0.1
Other (included $16.1 and $18.2 at fair value)															68.1		68.6		0.5			64.9		65.0		0.1
Total financial assets	$	2,141.4	$	2,141.8	$	0.4		$	2,010.9	$	2,013.8	$	2.9		$	2,182.5	$	2,183.8	$	1.3		$	2,010.9	$	2,013.8	$	2.9
Financial liabilities
Deposits (included $4.8 and $4.4 at fair value)	$	1,048.7	$	1,049.5	$	(0.8	)	$	930.4	$	931.5	$	(1.1	)	$	1,092.7	$	1,093.4	$	(0.7	)	$	930.4	$	931.5	$	(1.1	)
Federal funds purchased and securities loaned or sold under repurchase agreements (included $6.6 and $4.1 at fair value)	254.1		254.1		—			276.6		276.6		—
Federal funds purchased and securities loaned or sold under repurchase agreements (included $7.0 and $4.1 at fair value)															238.6		238.6		—			276.6		276.6		—
Commercial paper	51.2		51.2		—			35.4		35.4		—			51.1		51.1		—			35.4		35.4		—
Other borrowed funds (included $11.7 and $9.9 at fair value)^(b)	30.2		30.2		—			34.3		34.3		—
Other borrowed funds (included $9.4 and $9.9 at fair value)^(b)															29.3		29.3		—			34.3		34.3		—
Trading liabilities	148.5		148.5		—			146.2		146.2		—			155.8		155.8		—			146.2		146.2		—
Accounts payable and other liabilities (included $0.1 and $0.2 at fair value)	151.6		151.5		0.1			138.2		138.2		—			164.9		164.8		0.1			138.2		138.2		—
Beneficial interests issued by consolidated VIEs (included $0.9 and $1.5 at fair value)	67.5		67.9		(0.4		)	77.6		77.9		(0.3		)	66.0		66.3		(0.3		)	77.6		77.9		(0.3		)
Long-term debt and junior subordinated deferrable interest debentures (included $38.5 and $38.8 at fair value)^(b)	279.2		280.7		(1.5		)	270.7		271.9		(1.2		)
Long-term debt and junior subordinated deferrable interest debentures (included $35.9 and $38.8 at fair value)^(b)															273.7		271.1		2.6			270.7		271.9		(1.2		)
Total financial liabilities	$	2,031.0	$	2,033.6	$	(2.6	)	$	1,909.4	$	1,912.0	$	(2.6	)	$	2,072.1	$	2,070.4	$	1.7		$	1,909.4	$	1,912.0	$	(2.6	)
Net (depreciation)/appreciation					$	(2.2	)					$	0.3
Net appreciation																			$	3.0						$	0.3

(a)

Fair value is typically estimated using a discounted cash flow model that incorporates the characteristics of the underlying loans (including principal, contractual interest rate and contractual fees) and other key inputs, including expected lifetime credit losses, interest rates, prepayment rates, and primary origination or secondary market spreads. For certain loans, the fair value is measured based ~~upon~~on the value of the underlying collateral. The difference between the estimated fair value and carrying value of a financial asset or liability is the result of the different methodologies used to determine fair value as compared with carrying value. For example, credit losses are estimated for a financial asset’s remaining life in a fair value calculation but are estimated for a loss emergence period in a loan loss reserve calculation; future loan income (interest and fees) is incorporated in a fair value calculation but is generally not considered in a loan loss reserve calculation. For a further discussion of the Firm’s methodologies for estimating the fair value of loans and lending-related commitments, see Note 3 pages 171–173 of JPMorgan Chase’s 2010 Annual Report.


(b)	Effective January 1, 2011, $23.0 billion of long-term advances from Federal Home Loan Banks (“FHLBs”) were reclassified from other borrowed funds to long-term debt. The prior-year period has been revised to conform with the current presentation.

~~113~~115

The majority of the Firm’s 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.


	June 30, 2011				December 31, 2010				September 30, 2011		December 31, 2010
(in billions)	Carrying value^(a)		Estimated fair value		Carrying value^(a)		Estimated fair value		Carrying value^(a)	Estimated fair value	Carrying value^(a)	Estimated fair value
Wholesale lending-related commitments	$	0.6	$	1.5	$	0.7	$	0.9	$0.7	$3.3	$0.7	$0.9


(a)	Represents the allowance for wholesale lending-related commitments. Excludes the current carrying values of the guarantee liability and the offsetting asset, each of which are 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 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 171–173 of JPMorgan Chase’s 2010 Annual Report.

Trading assets and liabilities - average balances

Average trading assets and liabilities were as follows for the periods indicated.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Trading assets – debt and equity instruments^(a)	$	422,715	$	340,612	$	420,103	$	336,212	$	377,840	$	347,990	$	405,861	$	340,181
Trading assets – derivative receivables	82,860		79,409		84,141		79,048		96,612		92,857		88,344		83,702
Trading liabilities – debt and equity instruments^(a)(b)	84,250		77,492		83,588		74,205		85,541		79,838		84,246		76,104
Trading liabilities – derivative payables	66,009		62,547		68,634		60,809		75,828		69,350		71,058		63,688


(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 CUSIP numbers.


(b)	Primarily represent securities sold, not yet purchased.

NOTE 4 – FAIR VALUE OPTION

For a discussion of the primary financial instruments for which the fair value option was previously elected, including the basis for those elections and the determination of instrument-specific credit risk, where relevant, see Note 4 on pages 187–189 of JPMorgan Chase’s 2010 Annual Report.

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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, for items for which the fair value option was elected. 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.

~~114~~116


	Three months ended June 30,																				Three months ended September 30,
	2011										2010										2011										2010
(in millions)	Principal transactions			Other income				Total changes in fair value recorded			Principal transactions			Other income				Total changes in fair value recorded			Principal transactions			Other income				Total changes in fair value recorded			Principal transactions			Other income				Total changes in fair value recorded
Federal funds sold and securities purchased under resale agreements	$	121		$	—			$	121		$	261		$	—			$	261		$	311		$	—			$	311		$	259		$	—			$	259
Securities borrowed	(8		)	—				(8		)	27			—				27			(14		)	—				(14		)	5			—				5
Trading assets:
Debt and equity instruments, excluding loans	107			(4		)	^(c)	103			40			(12		)	^(c)	28			(130		)	(6		)	^(c)	(136		)	235			(2		)	^(c)	233
Loans reported as trading assets:
Changes in instrument-specific credit risk	429			4			^(c)	433			389			28			^(c)	417			(161		)	(31		)	^(c)	(192		)	359			(20		)	^(c)	339
Other changes in fair value	13			1,371			^(c)	1,384			(299		)	1,217			^(c)	918			(130		)	1,830			^(c)	1,700			530			1,703			^(c)	2,233
Loans:
Changes in instrument-specific credit risk	(7		)	—				(7		)	32			—				32			16			—				16			10			—				10
Other changes in fair value	139			—				139			(44		)	—				(44		)	160			—				160			122			—				122
Other assets	—			(42		)	^(d)	(42		)	—			(49		)	^(d)	(49		)	—			47			^(d)	47			—			(133		)	^(d)	(133		)
Deposits^(a)	(93		)	—				(93		)	(103		)	—				(103		)	(97		)	—				(97		)	(174		)	—				(174		)
Federal funds purchased and securities loaned or sold under repurchase agreements	(14		)	—				(14		)	(56		)	—				(56		)	(56		)	—				(56		)	(38		)	—				(38		)
Other borrowed funds^(a)	739			—				739			838			—				838			2,103			—				2,103			(679		)	—				(679		)
Trading liabilities	(3		)	—				(3		)	—			—				—			(20		)	—				(20		)	(16		)	—				(16		)
Beneficial interests issued by consolidated VIEs	(55		)	—				(55		)	(14		)	—				(14		)	14			—				14			(64		)	—				(64		)
Other liabilities	(1		)	(1		)	^(d)	(2		)	(19		)	14			^(d)	(5		)	—			(1		)	^(d)	(1		)	(30		)	(4		)	^(d)	(34		)
Long-term debt:
Changes in instrument-specific credit risk^(a)	145			—				145			534			—				534			874			—				874			(207		)	—				(207		)
Other changes in fair value^(b)	(93		)	—				(93		)	1,332			—				1,332			662			—				662			(455		)	—				(455		)


	Six months ended June 30,																				Nine months ended September 30,
	2011										2010										2011										2010
(in millions)	Principal transactions			Other income				Total changes in fair value recorded			Principal transactions			Other income				Total changes in fair value recorded			Principal transactions			Other income				Total changes in fair value recorded			Principal transactions			Other income				Total changes in fair value recorded
Federal funds sold and securities purchased under resale agreements	$	3		$	—			$	3		$	280		$	—			$	280		$	314		$	—			$	314		$	539		$	—			$	539
Securities borrowed	1			—				1			39			—				39			(13		)	—				(13		)	44			—				44
Trading assets:
Debt and equity instruments, excluding loans	271			(1		)	^(c)	270			196			(11		)	^(c)	185			141			(7		)	^(c)	134			431			(13		)	^(c)	418
Loans reported as trading assets:
Changes in instrument-specific credit risk	909			4			^(c)	913			798			22			^(c)	820			748			(27		)	^(c)	721			1,157			2			^(c)	1,159
Other changes in fair value	138			2,094			^(c)	2,232			(683		)	1,972			^(c)	1,289			8			3,924			^(c)	3,932			(153		)	3,675			^(c)	3,522
Loans:
Changes in instrument-specific credit risk	(13		)	—				(13		)	79			—				79			3			—				3			89			—				89
Other changes in fair value	282			—				282			(71		)	—				(71		)	442			—				442			51			—				51
Other assets	—			(42		)	^(d)	(42		)	—			(102		)	^(d)	(102		)	—			5			^(d)	5			—			(235		)	^(d)	(235		)
Deposits^(a)	(110		)	—				(110		)	(292		)	—				(292		)	(207		)	—				(207		)	(466		)	—				(466		)
Federal funds purchased and securities loaned or sold under repurchase agreements	21			—				21			(65		)	—				(65		)	(35		)	—				(35		)	(103		)	—				(103		)
Other borrowed funds^(a)	956			—				956			912			—				912			3,059			—				3,059			233			—				233
Trading liabilities	(6		)	—				(6		)	(3		)	—				(3		)	(26		)	—				(26		)	(19		)	—				(19		)
Beneficial interests issued by consolidated VIEs	(89		)	—				(89		)	32			—				32			(75		)	—				(75		)	(32		)	—				(32		)
Other liabilities	(4		)	(3		)	^(d)	(7		)	4			14			^(d)	18			(4		)	(4		)	^(d)	(8		)	(26		)	10			^(d)	(16		)
Long-term debt:
Changes in instrument-specific credit risk^(a)	199			—				199			585			—				585			1,073			—				1,073			378			—				378
Other changes in fair value^(b)	(117		)	—				(117		)	1,558			—				1,558			545			—				545			1,103			—				1,103

(a)

Total changes in instrument-specific credit risk related to structured notes were $~~142~~901 million and $~~588~~(246) million for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~165 million~~1.1 billion and $~~696~~450 million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively. ~~Those~~These totals include adjustments for structured notes classified within deposits and other borrowed funds, as well as long-term debt.

~~115~~117


(b)	Structured notes are debt instruments with embedded derivatives that are tailored to meet a client’s need. 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.

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 ~~June~~September 30, 2011, and December 31, 2010, for loans, long-term debt and long-term beneficial interests for which the fair value option has been elected.


	June 30, 2011								December 31, 2010								September 30, 2011								December 31, 2010
(in millions)	Contractual principal outstanding			Fair value		Fair value over/(under) contractual principal outstanding			Contractual principal outstanding			Fair value		Fair value over/(under) contractual principal outstanding			Contractual principal outstanding			Fair value		Fair value over/(under) contractual principal outstanding			Contractual principal outstanding			Fair value		Fair value over/(under) contractual principal outstanding
Loans
Performing loans 90 days or more past due
Loans reported as trading assets	$	—		$	—	$	—		$	—		$	—	$	—		$	—		$	—	$	—		$	—		$	—	$	—
Loans	—			—		—			—			—		—			—			—		—			—			—		—
Nonaccrual loans
Loans reported as trading assets	5,342			1,410		(3,932		)	5,246			1,239		(4,007		)	5,124			1,275		(3,849		)	5,246			1,239		(4,007		)
Loans	889			72		(817		)	927			132		(795		)	863			56		(807		)	927			132		(795		)
Subtotal	6,231			1,482		(4,749		)	6,173			1,371		(4,802		)	5,987			1,331		(4,656		)	6,173			1,371		(4,802		)
All other performing loans
Loans reported as trading assets	40,255			34,945		(5,310		)	39,490			33,641		(5,849		)	37,529			32,461		(5,068		)	39,490			33,641		(5,849		)
Loans	2,239			1,488		(751		)	2,496			1,434		(1,062		)	2,020			1,443		(577		)	2,496			1,434		(1,062		)
Total loans	$	48,725		$	37,915	$	(10,810	)	$	48,159		$	36,446	$	(11,713	)	$	45,536		$	35,235	$	(10,301	)	$	48,159		$	36,446	$	(11,713	)
Long-term debt
Principal-protected debt	$	20,620	^(b)	$	21,157	$	537		$	20,761	^(b)	$	21,315	$	554		$	18,787	^(b)	$	19,954	$	1,167		$	20,761	^(b)	$	21,315	$	554
Nonprincipal-protected debt^(a)	NA			17,359		NA			NA			17,524		NA			NA			15,911		NA			NA			17,524		NA
Total long-term debt	NA			$	38,516	NA			NA			$	38,839	NA			NA			$	35,865	NA			NA			$	38,839	NA
Long-term beneficial interests
Principal-protected debt	$	—		$	—	$	—		$	49		$	49	$	—		$	—		$	—	$	—		$	49		$	49	$	—
Nonprincipal-protected debt^(a)	NA			911		NA			NA			1,446		NA			NA			905		NA			NA			1,446		NA
Total long-term beneficial interests	NA			$	911	NA			NA			$	1,495	NA			NA			$	905	NA			NA			$	1,495	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.

At ~~both~~ ~~June~~September 30, 2011, and December 31, 2010, the contractual amount of letters of credit for which the fair value option was elected was $3.9 billion and $3.8 billion, respectively, with a corresponding fair value of $(6) million. and $(6) million, respectively. For further information regarding off-balance sheet lending-related financial instruments, see Note 30 on pages 275–280 of JPMorgan Chase’s 2010 Annual Report.

~~116~~118

NOTE 5 – DERIVATIVE INSTRUMENTS

For a further discussion of the Firm’s use and accounting policies regarding derivative instruments, see Note 6 on pages 191–199 of JPMorgan Chase’s 2010 Annual Report.

Notional amount of derivative contracts

The following table summarizes the notional amount of derivative contracts outstanding as of ~~June~~September 30, 2011, and December 31, 2010.


	Notional amounts^(b)				Notional amounts^(b)
(in billions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Interest rate contracts
Swaps	$	44,191	$	46,299	$	41,857	$	46,299
Futures and forwards	8,871		9,298		8,573		9,298
Written options	4,361		4,075		4,115		4,075
Purchased options	4,623		3,968		4,285		3,968
Total interest rate contracts	62,046		63,640		58,830		63,640
Credit derivatives^(a)	6,105		5,472		6,198		5,472
Foreign exchange contracts
Cross-currency swaps	2,875		2,568		2,891		2,568
Spot, futures and forwards	4,624		3,893		5,137		3,893
Written options	718		674		736		674
Purchased options	711		649		723		649
Total foreign exchange contracts	8,928		7,784		9,487		7,784
Equity contracts
Swaps	130		116		128		116
Futures and forwards	51		49		38		49
Written options	519		430		573		430
Purchased options	473		377		524		377
Total equity contracts	1,173		972		1,263		972
Commodity contracts
Swaps	401		349		378		349
Spot, futures and forwards	189		170		213		170
Written options	307		264		323		264
Purchased options	297		254		316		254
Total commodity contracts	1,194		1,037		1,230		1,037
Total derivative notional amounts	$	79,446	$	78,905	$	77,008	$	78,905


(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 ~~123–124~~125–126 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 derivatives 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.

~~117~~119

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 ~~June~~September 30, 2011, and December 31, 2010, 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								Derivative receivables							Derivative payables
June 30, 2011 (in millions)	Not designated as hedges		Designated as hedges		Total derivative receivables			Not designated as hedges		Designated as hedges			Total derivative payables
September 30, 2011 (in millions)																Not designated as hedges		Designated as hedges		Total derivative receivables			Not designated as hedges		Designated as hedges			Total derivative payables
Trading assets and liabilities
Interest rate	$	994,157	$	5,747	$	999,904		$	962,219	$	1,352		$	963,571		$	1,479,497	$	7,659	$	1,487,156		$	1,440,415	$	2,215		$	1,442,630
Credit	129,022		—		129,022			125,474		—			125,474			196,519		—		196,519			191,300		—			191,300
Foreign exchange^(b)	154,697		3,663		158,360			151,498		1,777			153,275			217,407		6,897		224,304			213,080		302			213,382
Equity	47,054		—		47,054			46,642		—			46,642			64,487		—		64,487			56,692		—			56,692
Commodity	57,717		315		58,032			56,582		1,732			58,314			63,567		3,276		66,843			67,101		1,243			68,344
Gross fair value of trading assets and liabilities	$	1,382,647	$	9,725	$	1,392,372		$	1,342,415	$	4,861		$	1,347,276		$	2,021,477	$	17,832	$	2,039,309		$	1,968,588	$	3,760		$	1,972,348
Netting adjustment^(c)					(1,314,989		)						(1,283,608		)					(1,930,456		)						(1,893,099		)
Carrying value of derivative trading assets and trading liabilities on the Consolidated Balance Sheets					$	77,383							$	63,668						$	108,853							$	79,249

	Derivative receivables							Derivative payables								Derivative receivables							Derivative payables
December 31, 2010 (in millions)	Not designated as hedges		Designated as hedges		Total derivative receivables			Not designated as hedges		Designated as hedges			Total derivative payables			Not designated as hedges		Designated as hedges		Total derivative receivables			Not designated as hedges		Designated as hedges			Total derivative payables
Trading assets and liabilities
Interest rate	$	1,121,703	$	6,279	$	1,127,982		$	1,089,604	$	840		$	1,090,444		$	1,121,703	$	6,279	$	1,127,982		$	1,089,604	$	840		$	1,090,444
Credit	129,729		—		129,729			125,061		—			125,061			129,729		—		129,729			125,061		—			125,061
Foreign exchange^(b)	165,240		3,231		168,471			163,671		1,059			164,730			165,240		3,231		168,471			163,671		1,059			164,730
Equity	43,633		—		43,633			46,399		—			46,399			43,633		—		43,633			46,399		—			46,399
Commodity	59,573		24		59,597			56,397		2,078		^(d)	58,475			59,573		24		59,597			56,397		2,078		^(d)	58,475
Gross fair value of trading assets and liabilities	$	1,519,878	$	9,534	$	1,529,412		$	1,481,132	$	3,977		$	1,485,109		$	1,519,878	$	9,534	$	1,529,412		$	1,481,132	$	3,977		$	1,485,109
Netting adjustment^(c)					(1,448,931		)						(1,415,890		)					(1,448,931		)						(1,415,890		)
Carrying value of derivative trading assets and trading liabilities on the Consolidated Balance Sheets					$	80,481							$	69,219						$	80,481							$	69,219


(a)	Excludes structured notes for which the fair value option has been elected. See Note 4 on pages ~~114–116~~116–118 of this Form 10-Q and Note 4 on pages 187–189 of JPMorgan Chase’s 2010 Annual Report for further information.


(b)	Excludes $1513 million and $21 million of foreign currency-denominated debt designated as a net investment hedge at ~~June~~September 30, 2011, and December 31, 2010, respectively.


(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 $1.0 billion related to commodity derivatives that are embedded in a debt instrument and used as fair value hedging instruments that are recorded in the line item of the host contract (other borrowed funds) for December 31, 2010.

Derivative receivables and payables fair value

The following table summarizes the fair values of derivative receivables and payables, including those designated as hedges, by contract type and after netting adjustments as of ~~June~~September 30, 2011, and December 31, 2010.


	Trading assets – Derivative receivables				Trading liabilities – Derivative payables				Trading assets – Derivative receivables				Trading liabilities – Derivative payables
(in millions)	June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Contract type
Interest rate	$	32,911	$	32,555	$	17,306	$	20,387	$	50,648	$	32,555	$	25,367	$	20,387
Credit	6,198		7,725		4,878		5,138		7,033		7,725		6,215		5,138
Foreign exchange	19,898		25,858		19,015		25,015		25,887		25,858		22,217		25,015
Equity	7,084		4,204		11,430		10,450		8,504		4,204		9,186		10,450
Commodity	11,292		10,139		11,039		8,229		16,781		10,139		16,264		8,229
Total	$	77,383	$	80,481	$	63,668	$	69,219	$	108,853	$	80,481	$	79,249	$	69,219

~~118~~120

Impact of derivatives on the Consolidated Statements of Income

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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, 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:						Gains/(losses) recorded in income										Income statement impact due to:
Three months ended June 30, 2011 (in millions)	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)			Excluded components^(e)
Three months ended September 30, 2011 (in millions)																	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)		Excluded components^(e)
Contract type
Interest rate^(a)	$	166			$	(102	)	$	64		$	(17	)	$	81		$	1,094			$	(928	)	$	166		$	2	$	164
Foreign exchange^(b)	(1,239		)	^(f)	1,401			162			—			162			6,226			^(f)	(5,707		)	519			—		519
Commodity^(c)	(401		)		(97		)	(498		)	3			(501		)	1,962				(2,529		)	(567		)	2		(569		)
Total	$	(1,474	)		$	1,202		$	(272	)	$	(14	)	$	(258	)	$	9,282			$	(9,164	)	$	118		$	4	$	114

	Gains/(losses) recorded in income										Income statement impact due to:						Gains/(losses) recorded in income										Income statement impact due to:
Three months ended June 30, 2010 (in millions)	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)			Excluded components^(e)
Three months ended September 30, 2010 (in millions)																	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)		Excluded components^(e)
Contract type
Interest rate^(a)	$	1,345			$	(1,100	)	$	245		$	96		$	149		$	667			$	(536	)	$	131		$	17	$	114
Foreign exchange^(b)	3,841			^(f)	(3,865		)	(24		)	—			(24		)	(5,312		)	^(f)	5,091			(221		)	—		(221		)
Commodity^(c)	139				(332		)	(193		)	—			(193		)	(782		)		979			197			—		197
Total	$	5,325			$	(5,297	)	$	28		$	96		$	(68	)	$	(5,427	)		$	5,534		$	107		$	17	$	90


	Gains/(losses) recorded in income										Income statement impact due to:						Gains/(losses) recorded in income										Income statement impact due to:
Six months ended June 30, 2011 (in millions)	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)			Excluded components^(e)
Nine months ended September 30, 2011 (in millions)																	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)			Excluded components^(e)
Contract type
Interest rate^(a)	$	(552	)		$	698		$	146		$	(26	)	$	172		$	542			$	(230	)	$	312		$	(24	)	$	336
Foreign exchange^(b)	(4,445		)	^(f)	4,525			80			—			80			1,781			^(f)	(1,182		)	599			—			599
Commodity^(c)	(474		)		336			(138		)	2			(140		)	1,488				(2,193		)	(705		)	4			(709		)
Total	$	(5,471	)		$	5,559		$	88		$	(24	)	$	112		$	3,811			$	(3,605	)	$	206		$	(20	)	$	226

	Gains/(losses) recorded in income										Income statement impact due to:						Gains/(losses) recorded in income										Income statement impact due to:
Six months ended June 30, 2010 (in millions)	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)			Excluded components^(e)
Nine months ended September 30, 2010 (in millions)																	Derivatives				Hedged items			Total income statement impact			Hedge ineffectiveness^(d)			Excluded components^(e)
Contract type
Interest rate^(a)	$	1,977			$	(1,598	)	$	379		$	124		$	255		$	2,644			$	(2,134	)	$	510		$	141		$	369
Foreign exchange^(b)	5,488			^(f)	(5,522		)	(34		)	—			(34		)	176			^(f)	(431		)	(255		)	—			(255		)
Commodity^(c)	(316		)		64			(252		)	—			(252		)	(1,098		)		1,043			(55		)	—			(55		)
Total	$	7,149			$	(7,056	)	$	93		$	124		$	(31	)	$	1,722			$	(1,522	)	$	200		$	141		$	59


(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 certain commodities inventories. Gains and losses were recorded in principal transactions revenue.


(d)	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.


(e)	Certain components of hedging derivatives are permitted to be excluded from the assessment of hedge effectiveness, such as forward points on foreign exchange forward contracts. Amounts related to excluded components are recorded in current-period income.


(f)	Included $~~(1.8)~~6.4 billion and $~~3.8~~(6.2) billion for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~(5.0)~~1.4 billion and $~~5.6 billion~~(629) million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively, of revenue related to certain foreign exchange trading derivatives designated as fair value hedging instruments.

~~119~~121

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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, 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 (“OCI”)/(loss)^(c)														Gains/(losses) recorded in income and other comprehensive income (“OCI”)/(loss)^(c)
Three months ended June 30, 2011 (in millions)	Derivatives – effective portion reclassified from AOCI to income			Hedge ineffectiveness recorded directly in income^(d)		Total income statement impact			Derivatives – effective portion recorded in OCI			Total change in OCI for period
Three months ended September 30, 2011 (in millions)															Derivatives – effective portion reclassified from AOCI to income			Hedge ineffectiveness recorded directly in income^(d)		Total income statement impact			Derivatives – effective portion recorded in OCI			Total change in OCI for period
Contract type
Interest rate^(a)	$	75		$	6	$	81		$	(103	)	$	(178	)	$	67		$	5	$	72		$	163		$	96
Foreign exchange^(b)	(7		)	—		(7		)	(40		)	(33		)	(17		)	—		(17		)	(18		)	(1		)
Total	$	68		$	6	$	74		$	(143	)	$	(211	)	$	50		$	5	$	55		$	145		$	95


	Gains/(losses) recorded in income and other comprehensive income/(loss)^(c)													Gains/(losses) recorded in income and other comprehensive income/(loss)^(c)
Three months ended June 30, 2010 (in millions)	Derivatives – effective portion reclassified from AOCI to income			Hedge ineffectiveness recorded directly in income^(d)			Total income statement impact			Derivatives – effective portion recorded in OCI		Total change in OCI for period
Three months ended September 30, 2010 (in millions)														Derivatives – effective portion reclassified from AOCI to income			Hedge ineffectiveness recorded directly in income^(d)		Total income statement impact			Derivatives – effective portion recorded in OCI			Total change in OCI for period
Contract type
Interest rate^(a)	$	33		$	8		$	41		$	98	$	65	$	89		$	5	$	94		$	59		$	(30	)
Foreign exchange^(b)	(23		)	(3		)	(26		)	47		70		(16		)	—		(16		)	(21		)	(5		)
Total	$	10		$	5		$	15		$	145	$	135	$	73		$	5	$	78		$	38		$	(35	)


	Gains/(losses) recorded in income and other comprehensive income/(loss)^(c)												Gains/(losses) recorded in income and other comprehensive income/(loss)^(c)
Six months ended June 30, 2011 (in millions)	Derivatives – effective portion reclassified from AOCI to income		Hedge ineffectiveness recorded directly in income^(d)		Total income statement impact		Derivatives - effective portion recorded in OCI			Total change in OCI for period
Nine months ended September 30, 2011 (in millions)													Derivatives – effective portion reclassified from AOCI to income			Hedge ineffectiveness recorded directly in income^(d)		Total income statement impact			Derivatives - effective portion recorded in OCI			Total change in OCI for period
Contract type
Interest rate^(a)	$	169	$	9	$	178	$	(134	)	$	(303	)	$	237		$	14	$	251		$	29		$	(208	)
Foreign exchange^(b)	15		—		15		(22		)	(37		)	(2		)	—		(2		)	(40		)	(38		)
Total	$	184	$	9	$	193	$	(156	)	$	(340	)	$	235		$	14	$	249		$	(11	)	$	(246	)


	Gains/(losses) recorded in income and other comprehensive income/(loss)^(c)														Gains/(losses) recorded in income and other comprehensive income/(loss)^(c)
Six months ended June 30, 2010 (in millions)	Derivatives – effective portion reclassified from AOCI to income			Hedge ineffectiveness recorded directly in income^(d)			Total income statement impact			Derivatives – effective portion recorded in OCI			Total change in OCI for period
Nine months ended September 30, 2010 (in millions)															Derivatives – effective portion reclassified from AOCI to income			Hedge ineffectiveness recorded directly in income^(d)			Total income statement impact			Derivatives – effective portion recorded in OCI			Total change in OCI for period
Contract type
Interest rate^(a)	$	82		$	11		$	93		$	349		$	267	$	171		$	16		$	187		$	408		$	237
Foreign exchange^(b)	(75		)	(3		)	(78		)	(65		)	10		(91		)	(3		)	(94		)	(86		)	5
Total	$	7		$	8		$	15		$	284		$	277	$	80		$	13		$	93		$	322		$	242


(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)

The Firm did not experience any forecasted transactions that failed to occur for the three months ended September 30, 2011and ~~six~~2010, respectively, and nine months ended ~~June~~September 30, 2011~~, respectively.~~. During the ~~three and six~~nine months ended ~~June~~September 30, 2010, the Firm reclassified a $25 million loss from accumulated other comprehensive income (“AOCI”) to earnings because the Firm determined that it was probable that forecasted interest payment cash flows related to certain wholesale deposits would not occur.


(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.

~~120~~122

Over the next 12 months, the Firm expects that $9682 million (after-tax) of net gains recorded in AOCI at ~~June~~September 30, 2011, 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.

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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010.


	Gains/(losses) recorded in income and other comprehensive income/(loss)											Gains/(losses) recorded in income and other comprehensive income/(loss)
	2011						2010					2011					2010
Three months ended June 30, (in millions)	Excluded components recorded directly in income^(a)			Effective portion recorded in OCI			Excluded components recorded directly in income^(a)			Effective portion recorded in OCI
Three months ended September 30 (in millions)												Excluded components recorded directly in income^(a)			Effective portion recorded in OCI		Excluded components recorded directly in income^(a)			Effective portion recorded in OCI
Contract type
Foreign exchange derivatives	$	(74	)	$	(383	)	$	(32	)	$	429	$	(54	)	$	853	$	(24	)	$	(739	)
Foreign currency denominated debt	—			—			—			2		—			—		—			(2		)
Total	$	(74	)	$	(383	)	$	(32	)	$	431	$	(54	)	$	853	$	(24	)	$	(741	)


	Gains/(losses) recorded in income and other comprehensive income/(loss)											Gains/(losses) recorded in income and other comprehensive income/(loss)
	2011						2010					2011					2010
Six months ended June 30, (in millions)	Excluded components recorded directly in income^(a)			Effective portion recorded in OCI			Excluded components recorded directly in income^(a)			Effective portion recorded in OCI
Nine months ended September 30, (in millions)												Excluded components recorded directly in income^(a)			Effective portion recorded in OCI		Excluded components recorded directly in income^(a)			Effective portion recorded in OCI
Contract type
Foreign exchange derivatives	$	(145	)	$	(773	)	$	(73	)	$	714	$	(199	)	$	80	$	(97	)	$	(25	)
Foreign currency denominated debt	—			—			—			43		—			—		—			41
Total	$	(145	)	$	(773	)	$	(73	)	$	757	$	(199	)	$	80	$	(97	)	$	16

(a)

Certain components of hedging derivatives are permitted to be excluded from the assessment of hedge effectiveness, such as forward points on foreign exchange forward contracts. 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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010.

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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010. These derivatives are risk management instruments used to mitigate or transform market risk exposures arising from banking activities other than trading activities, which are discussed separately below.


	Derivatives gains/(losses) recorded in income												Derivatives gains/(losses) recorded in income
	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010
Contract type
Interest rate^(a)	$	1,486		$	3,662		$	1,562		$	3,802		$	5,244		$	2,612		$	6,806		$	6,414
Credit^(b)	(5		)	60			(63		)	(59		)	99			(148		)	36			(207		)
Foreign exchange^(c)	(78		)	1			(98		)	(20		)	(110		)	(30		)	(208		)	(50		)
Commodity ^(b)	11			(24		)	—			(47		)	13			(1		)	13			(48		)
Total	$	1,414		$	3,699		$	1,401		$	3,676		$	5,246		$	2,433		$	6,647		$	6,109


(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.

~~121~~123

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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010. 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										Gains/(losses) recorded in principal transactions revenue
	Three months ended June 30,						Six months ended June 30,				Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011		2010		2011			2010			2011			2010
Type of instrument
Interest rate	$	(353	)	$	(37	)	$	13	$	70	$	(918	)	$	(429	)	$	(905	)	$	(359	)
Credit	745			1,287			1,954		3,412		840			773			2,794			4,185
Foreign exchange^(a)	229			424			831		1,051		228			428			1,059			1,479
Equity	743			85			1,571		907		269			500			1,840			1,407
Commodity	1,219			20			1,393		433		1,311			16			2,704			449
Total	$	2,583		$	1,779		$	5,762	$	5,873	$	1,730		$	1,288		$	7,492		$	7,161


(a)	In 2010, the reporting of trading gains and losses was enhanced to include trading gains and losses related to certain trading derivatives designated as fair value hedging instruments. Prior-period amounts have been revised to conform to the current presentation.

Credit risk, liquidity risk and credit-related contingent features

For a more detailed discussion of credit risk, liquidity risk and credit-related contingent features, see Note 6 on pages 191-199 of JPMorgan Chase's 2010 Annual Report.

The aggregate fair value of net derivative payables that contain contingent collateral or termination features triggered upon a downgrade was $~~15.4~~15.1 billion at ~~June~~September 30, 2011, for which the Firm has posted collateral of $~~11.2~~12.6 billion in the normal course of business. At ~~June~~September 30, 2011, the impact of a single-notch and two-notch ratings downgrade to JPMorgan Chase & Co. and its subsidiaries, primarily JPMorgan Chase Bank, National Association (“JPMorgan Chase Bank, N.A.”), would have required $~~1.4~~1.5 billion and $~~2.8~~3.3 billion, respectively, of additional collateral to be posted by the Firm. In addition, at ~~June~~September 30, 2011, the impact of single-notch and two-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 $~~430~~560 million and $~~930~~919 million, respectively.

The following tables show the carrying value of derivative receivables and payables after netting adjustments and adjustments for collateral held and transferred as of ~~June~~September 30, 2011, and December 31, 2010.


	Derivative receivables						Derivative payables						Derivative receivables						Derivative payables
(in millions)	June 30, 2011			December 31, 2010			June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Gross derivative fair value	$	1,392,372		$	1,529,412		$	1,347,276		$	1,485,109		$	2,039,309		$	1,529,412		$	1,972,348		$	1,485,109
Netting adjustment – offsetting receivables/payables^(a)	(1,248,243		)	(1,376,969		)	(1,248,243		)	(1,376,969		)	(1,840,000		)	(1,376,969		)	(1,840,000		)	(1,376,969		)
Netting adjustment – cash collateral received/paid^(a)	(66,746		)	(71,962		)	(35,365		)	(38,921		)	(90,456		)	(71,962		)	(53,099		)	(38,921		)
Carrying value on Consolidated Balance Sheets	$	77,383		$	80,481		$	63,668		$	69,219		$	108,853		$	80,481		$	79,249		$	69,219


	Collateral held				Collateral transferred				Collateral held				Collateral transferred
(in billions)	June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Netting adjustment for cash collateral^(a)	$	66.7	$	72.0	$	35.4	$	38.9	$	90.5	$	72.0	$	53.1	$	38.9
Liquid securities and other cash collateral^(b)	16.5		16.5		12.5		10.9		25.9		16.5		15.4		10.9
Additional liquid securities and cash collateral^(c)	22.3		18.0		10.0		8.5		17.5		18.0		12.4		8.5
Total collateral for derivative transactions	$	105.5	$	106.5	$	57.9	$	58.3	$	133.9	$	106.5	$	80.9	$	58.3


(a)	As permitted under U.S. GAAP, the Firm has elected to net cash collateral received and paid together with the related derivative receivables and derivative payables when a legally enforceable master netting agreement exists.


(b)	Represents cash collateral received and paid that is not subject to a legally enforceable master netting agreement, and liquid securities collateral held and transferred.

(c)

Represents liquid securities and cash collateral held and transferred 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, as well as collateral held and transferred related to contracts that have 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. 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 ~~June~~September 30, 2011, and December 31, ~~2010.~~2010.

~~122~~124

Credit derivatives

For a more detailed discussion of credit derivatives, including a description of the different types used by the Firm, see Note 6 on pages 191–199 of JPMorgan Chase’s 2010 Annual Report.

The following tables present a summary of the notional amounts of credit derivatives and credit-related notes the Firm sold and purchased as of ~~June~~September 30, 2011, and December 31, 2010. 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 includes 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 of credit derivatives as the primary measure of risk management for such 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, each of which reduces, in the Firm’s view, the risks associated with such derivatives.

Total credit derivatives and credit-related notes


	Maximum payout/Notional amount										Maximum payout/Notional amount
June 30, 2011	Protection sold			Protection purchased with identical underlyings^(b)		Net protection (sold)/purchased^(c)			Other protection purchased^(d)
(in millions)
											Protection sold			Protection purchased with identical underlyings^(b)		Net protection (sold)/purchased^(c)			Other protection purchased^(d)
September 30, 2011 (in millions)
Credit derivatives
Credit default swaps	$	(2,972,180	)	$	2,912,446	$	(59,734	)	$	38,797	$	(3,033,703	)	$	2,997,157	$	(36,546	)	$	30,305
Other credit derivatives^(a)	(120,733		)	36,278		(84,455		)	25,002		(94,442		)	17,704		(76,738		)	24,530
Total credit derivatives	(3,092,913		)	2,948,724		(144,189		)	63,799		(3,128,145		)	3,014,861		(113,284		)	54,835
Credit-related notes	(1,544		)	—		(1,544		)	4,009		(1,196		)	—		(1,196		)	3,726
Total	$	(3,094,457	)	$	2,948,724	$	(145,733	)	$	67,808	$	(3,129,341	)	$	3,014,861	$	(114,480	)	$	58,561

	Maximum payout/Notional amount										Maximum payout/Notional amount
December 31, 2010	Protection sold			Protection purchased with identical underlyings^(b)		Net protection (sold)/purchased^(c)			Other protection purchased^(d)
(in millions)
											Protection sold			Protection purchased with identical underlyings^(b)		Net protection (sold)/purchased^(c)			Other protection purchased^(d)
December 31, 2010 (in millions)
Credit derivatives
Credit default swaps	$	(2,659,240	)	$	2,652,313	$	(6,927	)	$	32,867	$	(2,659,240	)	$	2,652,313	$	(6,927	)	$	32,867
Other credit derivatives^(a)	(93,776		)	10,016		(83,760		)	24,234		(93,776		)	10,016		(83,760		)	24,234
Total credit derivatives	(2,753,016		)	2,662,329		(90,687		)	57,101		(2,753,016		)	2,662,329		(90,687		)	57,101
Credit-related notes	(2,008		)	—		(2,008		)	3,327		(2,008		)	—		(2,008		)	3,327
Total	$	(2,755,024	)	$	2,662,329	$	(92,695	)	$	60,428	$	(2,755,024	)	$	2,662,329	$	(92,695	)	$	60,428


(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.

The following tables summarize the notional and fair value amounts of credit derivatives and credit-related notes as of ~~June~~September 30, 2011, and December 31, 2010, 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 credit derivatives and credit-related notes where JPMorgan Chase is the purchaser of protection are comparable to the profile reflected below.

~~123~~125

Protection sold – credit derivatives and credit-related notes ratings^(a)/maturity profile


June 30, 2011 (in millions)	<1 year			1–5 years			>5 years			Total notional amount			Fair value^(b)
September 30, 2011 (in millions)																<1 year			1–5 years			>5 years			Total notional amount			Fair value^(b)
Risk rating of reference entity
Investment-grade	$	(218,669	)	$	(1,450,354	)	$	(418,820	)	$	(2,087,843	)	$	(25,284	)	$	(245,530	)	$	(1,413,575	)	$	(452,377	)	$	(2,111,482	)	$	(59,703	)
Noninvestment-grade	(190,728		)	(658,364		)	(157,522		)	(1,006,614		)	(52,238		)	(201,554		)	(635,299		)	(181,006		)	(1,017,859		)	(109,916		)
Total	$	(409,397	)	$	(2,108,718	)	$	(576,342	)	$	(3,094,457	)	$	(77,522	)	$	(447,084	)	$	(2,048,874	)	$	(633,383	)	$	(3,129,341	)	$	(169,619	)



December 31, 2010 (in millions)	<1 year			1–5 years			>5 years			Total notional amount			Fair value^(b)
Risk rating of reference entity
Investment-grade	$	(175,618	)	$	(1,194,695	)	$	(336,309	)	$	(1,706,622	)	$	(17,261	)
Noninvestment-grade	(148,434		)	(702,638		)	(197,330		)	(1,048,402		)	(59,939		)
Total	$	(324,052	)	$	(1,897,333	)	$	(533,639	)	$	(2,755,024	)	$	(77,200	)


(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 received by the Firm.

NOTE 6 – NONINTEREST REVENUE

For a discussion of the components of and accounting policies for the Firm’s ~~other~~ noninterest revenue, see Note 7 on pages 199–200 of JPMorgan Chase’s 2010 Annual Report.

The following table presents the components of investment banking fees.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Underwriting:
Equity	$	455	$	354	$	834	$	767	$	178	$	333	$	1,012	$	1,100
Debt	876		711		1,858		1,462		508		777		2,366		2,239
Total underwriting	1,331		1,065		2,692		2,229		686		1,110		3,378		3,339
Advisory	602		356		1,034		653		366		366		1,400		1,019
Total investment banking fees	$	1,933	$	1,421	$	3,726	$	2,882	$	1,052	$	1,476	$	4,778	$	4,358

Principal transactions revenue consists of trading revenue as well as realized and unrealized gains and losses on private equity investments. Trading revenue is driven by the ~~Firm's~~Firm’s client market-making and client driven activities as well as certain risk management activities.

The spread between the price at which the Firm buys from, and the price at which the Firm sells financial instruments ~~with~~to, clients and other ~~market makers~~market-makers is recognized as trading revenue. Trading revenue also includes unrealized gains and losses on financial instruments that the Firm holds in inventory as a ~~market maker~~market-maker to meet client needs, or for risk management purposes.

The following table presents principal transactions revenue by major underlying type of risk exposures. This table does not include other types of revenue, such as net interest income on trading assets, which are an integral part of the overall performance of the ~~Firm's~~Firm’s client-driven trading activities.


	Three months ended June 30,						Six months ended June 30,				Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011		2010		2011			2010			2011			2010
Trading revenue by risk exposure:
Interest rate	$	(325	)	$	288		$	190	$	572	$	(477	)	$	(278	)	$	(255	)	$	41
Credit	919			1,371			2,198		3,418		901			646			2,968			4,104
Foreign exchange	225			474			785		1,172		172			346			957			1,520
Equity	754			37			1,778		1,029		288			618			2,158			1,814
Commodity^(a)	729			(160		)	1,291		205		911			212			2,209			461
Total trading revenue	$	2,302		$	2,010		$	6,242	$	6,396	$	1,795		$	1,544		$	8,037		$	7,940
Private equity gains/(losses)^(b)	838			80			1,643		242		(425		)	797			1,218			1,039
Principal transactions	$	3,140		$	2,090		$	7,885	$	6,638	$	1,370		$	2,341		$	9,255		$	8,979


(a)	Includes realized gains and ~~realized~~losses and unrealized losses on physical commodities inventory that is carried at the lower of cost or market, and gains and losses on commodity derivatives and other financial instruments that are carried at fair value through income. Commodity derivatives are frequently used to manage the Firm's risk exposure to its physical commodity inventory.


(b)	Includes revenue on private equity investments held in the Private Equity business within Corporate/Private Equity, as well as those held in other business segments.

~~124~~126

The following table presents components of asset management, administration and commissions.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Asset management:
Investment management fees	$	1,655	$	1,317	$	3,149	$	2,644	$	1,463	$	1,334	$	4,612	$	3,978
All other asset management fees	148		116		292		225		159		123		451		348
Total asset management fees	1,803		1,433		3,441		2,869		1,622		1,457		5,063		4,326
Total administration fees^(a)	579		531		1,130		1,022		523		497		1,653		1,519
Commission and other fees:
Brokerage commissions	699		753		1,462		1,456		705		630		2,167		2,086
All other commissions and fees	622		632		1,276		1,267		598		604		1,874		1,871
Total commissions and fees	1,321		1,385		2,738		2,723		1,303		1,234		4,041		3,957
Total asset management, administration and commissions	$	3,703	$	3,349	$	7,309	$	6,614	$	3,448	$	3,188	$	10,757	$	9,802


(a)	Includes fees for custody, securities lending, funds services and securities clearance.

NOTE 7 – INTEREST INCOME AND INTEREST EXPENSE

For a description of JPMorgan Chase’s accounting policies regarding interest income and interest expense, see Note 8 on page 200 of JPMorgan Chase’s 2010 Annual Report.

Details of interest income and interest expense were as follows.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Interest income
Loans	$	9,140	$	9,969	$	18,647	$	20,526	$	9,193	$	9,955	$	27,840	$	30,481
Securities	2,590		2,517		4,806		5,421		2,156		2,157		6,962		7,578
Trading assets	2,966		2,574		5,851		5,334		2,768		2,752		8,619		8,086
Federal funds sold and securities purchased under resale agreements	604		398		1,147		805		683		448		1,830		1,253
Securities borrowed	30		32		77		61		18		66		95		127
Deposits with banks	144		92		245		187		184		82		429		269
Other assets^(a)	158		137		306		230		158		146		464		376
Total interest income	15,632		15,719		31,079		32,564		15,160		15,606		46,239		48,170
Interest expense
Interest-bearing deposits	1,123		883		2,045		1,727		993		846		3,038		2,573
Short-term and other liabilities^(b)(c)	890		496		1,708		1,058		697		420		2,405		1,478
Long-term debt^(c)	1,581		1,347		3,169		2,746		1,477		1,551		4,646		4,297
Beneficial interests issued by consolidated VIEs	202		306		416		636		176		287		592		923
Total interest expense	3,796		3,032		7,338		6,167		3,343		3,104		10,681		9,271
Net interest income	11,836		12,687		23,741		26,397		11,817		12,502		35,558		38,899
Provision for credit losses	1,810		3,363		2,979		10,373		2,411		3,223		5,390		13,596
Net interest income after provision for credit losses	$	10,026	$	9,324	$	20,762	$	16,024	$	9,406	$	9,279	$	30,168	$	25,303


(a)	Predominantly margin loans.


(b)	Includes brokerage customer payables.


(c)	Effective January 1, 2011, the long-term portion of advances from FHLBs was reclassified from other borrowed funds to long-term debt. The related interest expense for the prior-year period has also been reclassified to conform with the current presentation.

~~125~~127

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 9 on pages 201–210 of JPMorgan Chase’s 2010 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, defined contribution and OPEB plans.


	Pension plans																		Pension plans
	U.S.						Non-U.S.						OPEB plans						U.S.						Non-U.S.						OPEB plans
Three months ended June 30, (in millions)	2011			2010			2011			2010			2011			2010
Three months ended September 30, (in millions)																			2011			2010			2011			2010			2011			2010
Components of net periodic benefit cost
Benefits earned during the period	$	62		$	58		$	9		$	6		$	—		$	1		$	62		$	57		$	9		$	8		$	1		$	—
Interest cost on benefit obligations	113			117			35			77			13			13			113			117			33			33			13			14
Expected return on plan assets	(197		)	(185		)	(36		)	(75		)	(22		)	(24		)	(197		)	(186		)	(35		)	(33		)	(22		)	(25		)
Amortization:
Net loss	41			56			12			13			—			—			41			56			12			15			—			—
Prior service cost/(credit)	(11		)	(11		)	(1		)	—			(2		)	(4		)	(11		)	(10		)	—			(1		)	(2		)	(3		)
Settlement loss																			—			—			—			2			—			—
Net periodic defined benefit cost	8			35			19			21			(11		)	(14		)	8			34			19			24			(10		)	(14		)
Other defined benefit pension plans^(a)	4			3			5			1			NA			NA			3			4			3			3			NA			NA
Total defined benefit plans	12			38			24			22			(11		)	(14		)	11			38			22			27			(10		)	(14		)
Total defined contribution plans	89			84			65			67			NA			NA			122			102			69			70			NA			NA
Total pension and OPEB cost included in compensation expense	$	101		$	122		$	89		$	89		$	(11	)	$	(14	)	$	133		$	140		$	91		$	97		$	(10	)	$	(14	)


	Pension plans																		Pension plans
	U.S.						Non-U.S.						OPEB plans						U.S.						Non-U.S.						OPEB plans
Six months ended June 30, (in millions)	2011			2010			2011			2010			2011			2010
Nine months ended September 30, (in millions)																			2011			2010			2011			2010			2011			2010
Components of net periodic benefit cost
Benefits earned during the period	$	124		$	116		$	18		$	13		$	—		$	1		$	186		$	173		$	27		$	21		$	1		$	1
Interest cost on benefit obligations	226			234			68			63			26			28			339			351			101			96			39			42
Expected return on plan assets	(395		)	(371		)	(72		)	(62		)	(44		)	(48		)	(592		)	(557		)	(107		)	(95		)	(66		)	(73		)
Amortization:
Net loss	82			112			24			27			—			—			123			168			36			42			—			—
Prior service cost/(credit)	(21		)	(22		)	(1		)	—			(4		)	(7		)	(32		)	(32		)	(1		)	(1		)	(6		)	(10		)
Settlement loss																			—			—			—			2			—			—
Net periodic defined benefit cost	16			69			37			41			(22		)	(26		)	24			103			56			65			(32		)	(40		)
Other defined benefit pension plans^(a)	11			7			9			5			NA			NA			14			11			12			8			NA			NA
Total defined benefit plans	27			76			46			46			(22		)	(26		)	38			114			68			73			(32		)	(40		)
Total defined contribution plans	167			147			143			132			NA			NA			289			249			212			202			NA			NA
Total pension and OPEB cost included in compensation expense	$	194		$	223		$	189		$	178		$	(22	)	$	(26	)	$	327		$	363		$	280		$	275		$	(32	)	$	(40	)


(a)	Includes various defined benefit pension plans which are individually immaterial.

The fair values 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 $~~12.5~~11.5 billion and $~~2.9~~2.8 billion, respectively, as of ~~June~~September 30, 2011, and $12.2 billion and $2.6 billion, respectively, as of December 31, 2010. See Note 20 on page ~~166~~175 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 ~~six~~nine-month periods ended ~~June~~September 30, 2011 and 2010.

The amount of potential 2011 contributions to the U.S. qualified defined benefit pension plans, if any, is not determinable at this time. For ~~the full year~~ 2011, the cost ofassociated with funding benefits under the Firm’s U.S. non-qualified defined benefit pension plans is expected to total $42 million. The 2011 contributions to the non-U.S. defined benefit pension and OPEB plans are expected to be $166 million and $2 million, respectively.

~~126~~128

NOTE 9 – EMPLOYEE STOCK-BASED INCENTIVES

For a discussion of the accounting policies and other information relating to employee stock-based incentives, see Note 10 on pages 210–212 of JPMorgan Chase’s 2010 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 June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Cost of prior grants of restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) that are amortized over their applicable vesting periods	$	520	$	646	$	1,081	$	1,334	$	458	$	588	$	1,539	$	1,922
Accrual of estimated costs of RSUs and SARs to be granted in future periods including those to full-career eligible employees	207		187		476		440		80		165		556		605
Total noncash compensation expense related to employee stock-based incentive plans	$	727	$	833	$	1,557	$	1,774	$	538	$	753	$	2,095	$	2,527

In the first quarter of 2011, in connection with its annual incentive grant, the Firm granted 55 million RSUs and 14 million SARs with weighted-average grant date fair values of $44.31 per RSU and $13.12 per SAR.

NOTE 10 – NONINTEREST EXPENSE

The following table presents the components of noninterest expense.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Compensation expense^(a)	$	7,569	$	7,616	$	15,832	$	14,892	$	6,908	$	6,661	$	22,740	$	21,553
Noncompensation expense:
Occupancy expense	935		883		1,913		1,752		935		884		2,848		2,636
Technology, communications and equipment expense	1,217		1,165		2,417		2,302		1,248		1,184		3,665		3,486
Professional and outside services	1,866		1,685		3,601		3,260		1,860		1,718		5,461		4,978
Marketing	744		628		1,403		1,211		926		651		2,329		1,862
Other expense^(b)(c)	4,299		2,419		7,242		6,860		3,445		3,082		10,687		9,942
Amortization of intangibles	212		235		429		478		212		218		641		696
Total noncompensation expense	9,273		7,015		17,005		15,863		8,626		7,737		25,631		23,600
Total noninterest expense	$	16,842	$	14,631	$	32,837	$	30,755	$	15,534	$	14,398	$	48,371	$	45,153


(a)	The ~~three and six~~nine months ended ~~June~~September 30, 2010, includes 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)	Included litigation expense of $~~1.9~~$1.3 billion and $~~3.0~~4.3 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively, compared with $~~792 million~~1.5 billion and $~~3.7~~5.2 billion for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively.


(c)	Included foreclosed property expense of $~~174~~151 million and $~~384~~535 million for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively, compared with $~~244~~251 million and $~~547~~798 million for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively.

~~127~~129

NOTE 11 – SECURITIES

Securities are classified as AFS, held-to-maturity (“HTM”) or trading. For additional information regarding AFS and HTM securities, see Note 12 on pages 214–218 of JPMorgan Chase’s 2010 Annual Report. Trading securities are discussed in Note 3 on pages ~~102–114~~104–116 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 June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010
Realized gains	$	881		$	1,130		$	1,033		$	1,882		$	629		$	162		$	1,662		$	2,044
Realized losses	(31		)	(130		)	(51		)	(172		)	(7		)	(60		)	(58		)	(232		)
Net realized gains^(a)	850			1,000			982			1,710			622			102			1,604			1,812
Credit losses included in securities gains^(b)	(13		)	—			(43		)	(100		)	(15		)	—			(58		)	(100		)
Net securities gains	$	837		$	1,000		$	939		$	1,610		$	607		$	102		$	1,546		$	1,712


(a)	Proceeds from securities sold were within approximately 4% of amortized cost.


(b)	Includes other-than-temporary impairment losses recognized in income on certain prime mortgage-backed securities for the three and ~~six~~nine months ended ~~June~~September 30, 2011, and on certain prime mortgage-backed securities and obligations of U.S. states and municipalities for the ~~six~~nine months ended ~~June~~September 30, 2010.

The amortized costs and estimated fair values of AFS and HTM securities were as follows for the dates indicated.


	June 30, 2011									December 31, 2010									September 30, 2011									December 31, 2010
(in millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Available-for-sale debt securities
Mortgage-backed securities:
U.S. government agencies^(a)	$	115,271	$	3,838	$	208		$	118,901	$	117,364	$	3,159	$	297		$	120,226	$	104,941	$	5,063	$	2		$	110,002	$	117,364	$	3,159	$	297		$	120,226
Residential:
Prime and Alt-A	2,201		72		180		^(d)	2,093		2,173		81		250		^(d)	2,004		2,300		66		176		^(d)	2,190		2,173		81		250		^(d)	2,004
Subprime	1		—		—			1		1		—		—			1		1		—		—			1		1		—		—			1
Non-U.S.	56,824		332		317			56,839		47,089		290		409			46,970		57,498		249		530			57,217		47,089		290		409			46,970
Commercial	4,755		430		13			5,172		5,169		502		17			5,654		6,934		418		77			7,275		5,169		502		17			5,654
Total mortgage-backed securities	179,052		4,672		718			183,006		171,796		4,032		973			174,855		171,674		5,796		785			176,685		171,796		4,032		973			174,855
U.S. Treasury and government agencies^(a)	5,197		112		22			5,287		11,258		118		28			11,348		7,512		178		—			7,690		11,258		118		28			11,348
Obligations of U.S. states and municipalities	11,353		340		115			11,578		11,732		165		338			11,559		14,223		1,132		33			15,322		11,732		165		338			11,559
Certificates of deposit	4,859		2		—			4,861		3,648		1		2			3,647		4,972		1		—			4,973		3,648		1		2			3,647
Non-U.S. government debt securities	30,662		217		63			30,816		20,614		191		28			20,777		35,536		338		52			35,822		20,614		191		28			20,777
Corporate debt securities^(b)	55,927		393		514			55,806		61,717		495		419			61,793		61,599		285		1,462			60,422		61,717		495		419			61,793
Asset-backed securities:
Credit card receivables	5,124		277		—			5,401		7,278		335		5			7,608		4,810		179		—			4,989		7,278		335		5			7,608
Collateralized loan obligations	14,859		509		117			15,251		13,336		472		210			13,598		21,070		527		164			21,433		13,336		472		210			13,598
Other	9,318		177		10			9,485		8,968		130		16			9,082		9,266		140		25			9,381		8,968		130		16			9,082
Total available-for-sale debt securities	316,351		6,699		1,559		^(d)	321,491		310,347		5,939		2,019		^(d)	314,267		330,662		8,576		2,521		^(d)	336,717		310,347		5,939		2,019		^(d)	314,267
Available-for-sale equity securities	3,032		206		3			3,235		1,894		163		6			2,051		2,556		64		1			2,619		1,894		163		6			2,051
Total available-for-sale securities	$	319,383	$	6,905	$	1,562	^(d)	$	324,726	$	312,241	$	6,102	$	2,025	^(d)	$	316,318	$	333,218	$	8,640	$	2,522	^(d)	$	339,336	$	312,241	$	6,102	$	2,025	^(d)	$	316,318
Total held-to-maturity securities^(c)	$	15	$	1	$	—		$	16	$	18	$	2	$	—		$	20	$	13	$	1	$	—		$	14	$	18	$	2	$	—		$	20


(a)	Includes total U.S. government-sponsored enterprise obligations with fair values of $~~95.2~~91.9 billion and $94.2 billion at ~~June~~September 30, 2011, and December 31, 2010, 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 $~~102~~93 million and $133 million (pretax) of unrealized losses related to prime mortgage-backed securities for which credit losses have been recognized in income at ~~June~~September 30, 2011, and December 31, 2010, respectively. These unrealized losses are not credit-related and remain reported in AOCI.

~~128~~130

Securities impairment

The following tables present the fair value and gross unrealized losses for AFS securities by aging category at ~~June~~September 30, 2011, and December 31, 2010.


	Securities with gross unrealized losses												Securities with gross unrealized losses
	Less than 12 months				12 months or more								Less than 12 months				12 months or more
June 30, 2011 (in millions)	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Total fair value		Total gross unrealized losses
September 30, 2011 (in millions)													Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Total fair value		Total gross unrealized losses
Available-for-sale debt securities
Mortgage-backed securities:
U.S. government agencies	$	13,774	$	207	$	11	$	1	$	13,785	$	208	$	2,769	$	1	$	11	$	1	$	2,780	$	2
Residential:
Prime and Alt-A	325		1		1,119		179		1,444		180		591		2		1,061		174		1,652		176
Subprime	—		—		—		—		—		—		—		—		—		—		—		—
Non-U.S.	18,163		87		19,385		230		37,548		317		18,998		156		22,563		374		41,561		530
Commercial	790		13		—		—		790		13		2,118		77		—		—		2,118		77
Total mortgage-backed securities	33,052		308		20,515		410		53,567		718		24,476		236		23,635		549		48,111		785
U.S. Treasury and government agencies	479		22		—		—		479		22		—		—		—		—		—		—
Obligations of U.S. states and municipalities	3,905		107		27		8		3,932		115		712		28		25		5		737		33
Certificates of deposit	—		—		—		—		—		—		—		—		—		—		—		—
Non-U.S. government debt securities	10,713		63		—		—		10,713		63		7,945		35		298		17		8,243		52
Corporate debt securities	18,864		514		—		—		18,864		514		21,146		887		7,845		575		28,991		1,462
Asset-backed securities:
Credit card receivables	—		—		—		—		—		—		—		—		—		—		—		—
Collateralized loan obligations	988		4		5,750		113		6,738		117		5,335		58		3,726		106		9,061		164
Other	2,577		8		96		2		2,673		10		2,406		23		229		2		2,635		25
Total available-for-sale debt securities	70,578		1,026		26,388		533		96,966		1,559		62,020		1,267		35,758		1,254		97,778		2,521
Available-for-sale equity securities	4		3		—		—		4		3		355		1		—		—		355		1
Total securities with gross unrealized losses	$	70,582	$	1,029	$	26,388	$	533	$	96,970	$	1,562	$	62,375	$	1,268	$	35,758	$	1,254	$	98,133	$	2,522



	Securities with gross unrealized losses
	Less than 12 months				12 months or more
December 31, 2010 (in millions)	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Total fair value		Total gross unrealized losses
Available-for-sale debt securities
Mortgage-backed securities:
U.S. government agencies	$	14,039	$	297	$	—	$	—	$	14,039	$	297
Residential:
Prime and Alt-A	—		—		1,193		250		1,193		250
Subprime	—		—		—		—		—		—
Non-U.S.	35,166		379		1,080		30		36,246		409
Commercial	548		14		11		3		559		17
Total mortgage-backed securities	49,753		690		2,284		283		52,037		973
U.S. Treasury and government agencies	921		28		—		—		921		28
Obligations of U.S. states and municipalities	6,890		330		20		8		6,910		338
Certificates of deposit	1,771		2		—		—		1,771		2
Non-U.S. government debt securities	6,960		28		—		—		6,960		28
Corporate debt securities	18,783		418		90		1		18,873		419
Asset-backed securities:
Credit card receivables	—		—		345		5		345		5
Collateralized loan obligations	460		10		6,321		200		6,781		210
Other	2,615		9		32		7		2,647		16
Total available-for-sale debt securities	88,153		1,515		9,092		504		97,245		2,019
Available-for-sale equity securities	—		—		2		6		2		6
Total securities with gross unrealized losses	$	88,153	$	1,515	$	9,094	$	510	$	97,247	$	2,025

~~129~~131

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 June 30,					Six months ended June 30,						Three months ended September 30,					Nine months ended September 30,
(in millions)	2011			2010		2011			2010			2011			2010		2011			2010
Debt securities the Firm does not intend to sell that have credit losses
Total other-than-temporary impairment losses^(a)	$	—		$	—	$	(27	)	$	(94	)	$	—		$	—	$	(27	)	$	(94	)
Losses recorded in/(reclassified from) other comprehensive income	(13		)	—		(16		)	(6		)	(15		)	—		(31		)	(6		)
Total credit losses recognized in income^(b)	$	(13	)	$	—	$	(43	)	$	(100	)	$	(15	)	$	—	$	(58	)	$	(100	)


(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 for the three and ~~six~~nine months ended ~~June~~September 30, 2011, and certain prime mortgage-backed securities and obligations of U.S. states and municipalities for the ~~six~~nine months ended ~~June~~September 30, 2010, 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.

Changes in the credit loss component of credit-impaired debt securities

The following table presents a rollforward for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, 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 June 30,					Six months ended June 30,					Three months ended September 30,					Nine months ended September 30,
(in millions)	2011		2010			2011		2010			2011		2010			2011		2010
Balance, beginning of period	$	662	$	660		$	632	$	578		$	675	$	640		$	632	$	578
Additions:
Newly credit-impaired securities	—		—			4		—			—		—			4		—
Increase in losses on previously credit-impaired securities	—		—			—		94			—		—			—		94
Losses reclassified from other comprehensive income on previously credit-impaired securities	13		—			39		6			15		—			54		6
Reductions:
Sales of credit-impaired securities	—		(20		)	—		(23		)	—		(8		)	—		(31		)
Impact of new accounting guidance related to VIEs	—		—			—		(15		)	—		—			—		(15		)
Balance, end of period	$	675	$	640		$	675	$	640		$	690	$	632		$	690	$	632

Gross unrealized losses

Gross unrealized losses have generally ~~decreased~~increased since December 31, 2010, ~~but~~including those that have been in an unrealized loss position for 12 months or ~~more have increased slightly.~~more. As of ~~June~~September 30, 2011, 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 ~~June~~September 30, 2011.

Following is a description of the Firm’s principal investment securities with the most significant unrealized losses that have been existing for 12 months or more as of ~~June~~September 30, 2011, and the key assumptions used in the Firm’s 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 ~~June~~September 30, 2011, gross unrealized losses related to prime and Alt-A residential mortgage-backed securities issued by private issuers were $~~180~~176 million, of which $~~179~~174 million related to securities that have been in an unrealized loss position for 12 months or more. Approximately ~~58%~~55% of the total portfolio (by amortized cost) are currently rated below investment-grade; the Firm has recorded OTTI losses on ~~66%~~65% of the below investment-grade positions. The majority of OTTI has been attributed to securities that are primarily backed by mortgages with higher credit risk characteristics based on collateral type, vintage and geographic concentration. The remaining securities that are below investment-grade that have not experienced OTTI generally either do not possess all of these characteristics or have sufficient credit enhancements to protect the investment. The average credit enhancements associated with the below investment-grade and investment-grade positions are 8% and ~~44%~~49%, respectively. In analyzing prime and Alt-A residential mortgage-backed securities for potential credit losses, the Firm uses a methodology that focuses on loan-level detail to estimate future cash flows, which are then allocated to the various tranches of the securities. The loan-level analysis primarily considers current home value, loan-to-value (“LTV”) ratio, loan type and geographical location of the underlying property to forecast prepayment, home price, default rate and loss severity. The forecasted weighted average underlying default rate on the positions was ~~24%~~23%, and the related weighted average loss severity was ~~47%~~50%. Based on this analysis, an OTTI loss of $1315 million and $~~$43~~58 million was recognized for the three months and ~~six~~nine months ended ~~June~~September 30, 2011, respectively, on certain securities ~~related~~due to their higher loss assumptions. Overall unrealized losses have decreased since December 31, 2010, with the recovery in security prices resulting from increased demand for higher-yielding asset classes and a deceleration in the pace of home price declines due in part to the U.S. government programs to facilitate financing and to spur home purchases.

132

The unrealized loss of $~~180~~176 million is considered temporary, based on management’s assessment that the estimated future cash flows together with the credit enhancement levels for those securities remain sufficient to support the Firm’s investment.

~~130~~

Mortgage-backed securities – Non-U.S.

As of ~~June~~September 30, 2011, gross unrealized losses related to non-U.S. residential mortgage-backed securities were $~~317~~530 million, of which $~~230~~374 million related to securities that have been in an unrealized loss position for 12 months or more. Substantially all of these securities are rated “AAA,” “AA” or “A” and represent mortgage exposures to the United Kingdom and the Netherlands. The key assumptions used in analyzing non-U.S. residential mortgage-backed securities for potential credit losses include credit enhancements, recovery rates, default rates, and constant prepayment rates. Credit enhancement is primarily in the form of subordination, which is a form of structural credit enhancement where realized losses associated with assets held in an issuing vehicle are allocated to the various tranches of securities issued by the vehicle considering their relative seniority. Credit enhancement in the form of subordination was approximately 10% of the outstanding principal balance of securitized mortgage loans, compared with expected lifetime losses of 1.5% of the outstanding principal. In determining potential credit losses, assumptions included recovery rates of 60%, default rates of 0.25% to 0.5% and constant prepayment rates of 15% to 20%. The unrealized loss is considered temporary, based on ~~management's~~management’s assessment that the estimated future cash flows together with the credit enhancement levels for those securities remain sufficient to support the ~~Firm's~~Firm’s investment.

Corporate debt securities

As of September 30, 2011, gross unrealized losses related to corporate debt securities were $1.5 billion, of which $575 million related to securities that have been in an unrealized loss position for 12 months or more. Substantially all of the corporate debt securities are rated investment-grade, including those in an unrealized loss position. Various factors were considered in assessing whether the Firm expects to recover the amortized cost of corporate debt securities including, but not limited to, the strength of issuer credit ratings, the financial condition of guarantors and the length of time and the extent to which a security’s fair value has been less than its amortized cost. The fair values of securities in an unrealized loss position were on average within approximately 5% of amortized cost. Based on management’s assessment, the Firm expects to recover the entire amortized cost basis of all corporate debt securities that were in an unrealized loss position as of September 30, 2011.

Asset-backed securities – Collateralized loan obligations

As of ~~June~~September 30, 2011, gross unrealized losses related to CLOs were $~~117~~164 million, of which $~~113~~106 million related to securities that were in an unrealized loss position for 12 months or more. Overall losses have decreased since December 31, 2010, mainly as a result of lower default forecasts and spread tightening across various asset classes. Substantially all of these securities are rated “AAA,” “AA” or “A” and have an average credit enhancement of 30%. The key assumptions considered in analyzing potential credit losses were underlying loan and debt security defaults and loss severity. Based on current default trends for the collateral underlying the securities, the Firm assumed collateral default rates of 2% for the ~~second~~third quarter of 2011, and 4% thereafter. Further, loss severities were assumed to be 48% for loans and 82% for debt securities. Losses on collateral were estimated to occur approximately 18 months after default. The unrealized loss is considered temporary, based on ~~management's~~management’s assessment that the estimated future cash flows together with the credit enhancement levels for those securities remain sufficient to support the Firm's investment.

~~131~~133

Contractual maturities and yields

The following table presents the amortized cost and estimated fair value at ~~June~~September 30, 2011, of JPMorgan Chase’s AFS and HTM securities by contractual maturity.


	June 30, 2011															September 30, 2011
By remaining maturity (in millions)	Due in one year or less			Due after one year through five years			Due after five years through 10 years			Due after 10 years^(c)			Total			Due in one year or less			Due after one year through five years			Due after five years through 10 years			Due after 10 years^(c)			Total
Available-for-sale debt securities
Mortgage-backed securities^(a)
Amortized cost	$	9		$	692		$	3,165		$	175,186		$	179,052		$	27		$	908		$	2,943		$	167,796		$	171,674
Fair value	9			726			3,194			179,077			183,006			27			916			3,008			172,734			176,685
Average yield^(b)	5.02		%	4.22		%	2.20		%	3.72		%	3.69		%	4.86		%	3.66		%	2.44		%	3.70		%	3.68		%
U.S. Treasury and government agencies^(a)
Amortized cost	$	1,655		$	3,289		$	1		$	252		$	5,197		$	4,276		$	2,985		$	—		$	251		$	7,512
Fair value	1,667			3,390			1			229			5,287			4,286			3,106			—			298			7,690
Average yield^(b)	1.64		%	2.20		%	4.87		%	3.85		%	2.10		%	0.68		%	2.20		%	—		%	3.89		%	1.39		%
Obligations of U.S. states and municipalities
Amortized cost	$	22		$	261		$	242		$	10,828		$	11,353		$	83		$	283		$	1,067		$	12,790		$	14,223
Fair value	22			278			263			11,015			11,578			85			303			1,100			13,834			15,322
Average yield^(b)	1.06		%	4.05		%	4.35		%	4.92		%	4.88		%	2.55		%	3.84		%	3.72		%	4.83		%	4.72		%
Certificates of deposit
Amortized cost	$	4,795		$	64		$	—		$	—		$	4,859		$	4,972		$	—		$	—		$	—		$	4,972
Fair value	4,797			64			—			—			4,861			4,973			—			—			—			4,973
Average yield^(b)	4.54		%	0.96		%	—		%	—		%	4.50		%	4.67		%	—		%	—		%	—		%	4.67		%
Non-U.S. government debt securities
Amortized cost	$	10,410		$	17,601		$	2,647		$	4		$	30,662		$	14,922		$	15,716		$	4,659		$	239		$	35,536
Fair value	10,435			17,725			2,652			4			30,816			14,923			15,918			4,747			234			35,822
Average yield^(b)	1.85		%	1.97		%	3.27		%	4.73		%	2.04		%	1.24		%	2.01		%	2.51		%	6.74		%	1.79		%
Corporate debt securities
Amortized cost	$	23,705		$	25,920		$	6,302		$	—		$	55,927		$	23,473		$	29,319		$	8,807		$	—		$	61,599
Fair value	23,935			25,646			6,225			—			55,806			23,628			28,588			8,206			—			60,422
Average yield^(b)	2.07		%	2.73		%	4.80		%	—		%	2.68		%	2.12		%	2.71		%	4.42		%	—		%	2.73		%
Asset-backed securities
Amortized cost	$	19		$	5,430		$	10,781		$	13,071		$	29,301		$	61		$	5,007		$	16,547		$	13,531		$	35,146
Fair value	21			5,681			11,130			13,305			30,137			61			5,711			16,348			13,683			35,803
Average yield^(b)	0.03		%	2.87		%	2.28		%	2.23		%	2.36		%	0.45		%	2.47		%	2.04		%	2.35		%	2.22		%
Total available-for-sale debt securities
Amortized cost	$	40,615		$	53,257		$	23,138		$	199,341		$	316,351		$	47,814		$	54,218		$	34,023		$	194,607		$	330,662
Fair value	40,886			53,510			23,465			203,630			321,491			47,983			54,542			33,409			200,783			336,717
Average yield^(b)	2.28		%	2.49		%	3.09		%	3.68		%	3.26		%	1.98		%	2.48		%	2.81		%	3.68		%	3.15		%
Available-for-sale equity securities
Amortized cost	$	—		$	—		$	—		$	3,032		$	3,032		$	—		$	—		$	—		$	2,556		$	2,556
Fair value	—			—			—			3,235			3,235			—			—			—			2,619			2,619
Average yield^(b)	—		%	—		%	—		%	0.32		%	0.32		%	—		%	—		%	—		%	0.38		%	0.38		%
Total available-for-sale securities
Amortized cost	$	40,615		$	53,257		$	23,138		$	202,373		$	319,383		$	47,814		$	54,218		$	34,023		$	197,163		$	333,218
Fair value	40,886			53,510			23,465			206,865			324,726			47,983			54,542			33,409			203,402			339,336
Average yield^(b)	2.28		%	2.49		%	3.09		%	3.63		%	3.23		%	1.98		%	2.48		%	2.81		%	3.64		%	3.13		%
Total held-to-maturity securities
Amortized cost	$	—		$	7		$	7		$	1		$	15		$	—		$	8		$	4		$	1		$	13
Fair value	—			7			8			1			16			—			9			4			1			14
Average yield^(b)	—		%	6.96		%	6.82		%	6.48		%	6.86		%	—		%	6.91		%	6.82		%	6.47		%	6.86		%


(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 ~~June~~September 30, 2011.


(b)	Average yield is computed using the effective yield of each security owned at the end of the period, weighted based on the amortized cost of each security. The effective yield considers the contractual coupon, amortization of premiums and accretion of discounts, and the effect of related hedging derivatives. Taxable-equivalent amounts 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 ~~five~~three years for agency residential mortgage-backed securities, ~~three~~two years for agency residential collateralized mortgage obligations and five years for nonagency residential collateralized mortgage obligations.

~~132~~134

NOTE 12 – SECURITIES FINANCING ACTIVITIES

For a discussion of accounting policies relating to securities financing activities, see Note 13 on page 219 of JPMorgan Chase’s 2010 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 ~~114–116~~116–118 of this Form 10-Q.

The following table details the Firm’s securities financing agreements, all of which are accounted for as collateralized financings during the periods presented.


(in millions)	June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Securities purchased under resale agreements^(a)		$	213,074		$	222,302		$	247,200		$	222,302
Securities borrowed^(b)		121,493			123,587			131,561			123,587
Securities sold under repurchase agreements^(c)		$	229,666		$	262,722		$	219,982		$	262,722
Securities loaned		22,939			10,592			17,454			10,592


(a)	At ~~June~~September 30, 2011, and December 31, 2010, included resale agreements of $~~21.3~~22.2 billion and $20.3 billion, respectively, accounted for at fair value.


(b)	At ~~June~~September 30, 2011, and December 31, 2010, included securities borrowed of $~~14.8~~14.6 billion and $14.0 billion, respectively, accounted for at fair value.


(c)	At ~~June~~September 30, 2011, and December 31, 2010, included repurchase agreements of $~~6.6~~7.0 billion and $4.1 billion, respectively, accounted for at fair value.

The amounts reported in the table above were reduced by $~~109.4~~121.9 billion and $112.7 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively, as a result of agreements in effect that meet the specified conditions for net presentation under applicable accounting guidance.

For further information regarding assets pledged and collateral received in securities financing agreements, see Note 22 on page ~~171~~180 of this Form 10-Q.

~~133~~135

NOTE 13 – LOANS

Loan accounting framework

The accounting for a loan depends on management’s strategy for the loan, and on whether the loan was credit-impaired at the date of acquisition. The Firm accounts for loans based on the following categories:

Originated or purchased loans held-for-investment (i.e., “retained”), other than purchased credit-impaired (“PCI”) loans

Loans held-for-sale

Loans at fair value

PCI loans held-for-investment

For a detailed discussion of loans, including accounting policies, see Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report. See Note 4 on pages ~~114–116~~116–118 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 ~~102–114~~104–116 of this Form 10-Q for further information on loans carried at fair value and classified as trading assets.

Loan portfolio

The Firm’s loan portfolio is divided into three portfolio segments, which are the same segments used by the Firm to determine the allowance for loan losses: Wholesale; Consumer, excluding credit card; and Credit card. Within each portfolio segment, the Firm monitors and assesses the credit risk in the following classes of loans, based on the risk characteristics of each loan class:



Wholesale^(a)	Consumer, excluding credit card^(b)	Credit card
• Commercial and industrial • Real estate • Financial institutions • Government agencies • Other	Residential real estate – excluding PCI • Home equity – senior lien • Home equity – junior lien • Prime mortgage, including option adjustable-rate mortgages (“ARMs”) • Subprime mortgage Other consumer loans • Auto^(c) • Business banking^(c) • Student and other Residential real estate – PCI • Home equity • Prime mortgage • Subprime mortgage • Option ARMs	• Chase, excluding accounts originated by Washington Mutual • Accounts originated by Washington Mutual


(a)	Includes loans reported in IB, Commercial Banking (“CB”), Treasury & Securities Services (“TSS”), Asset Management (“AM”)

and Corporate/Private Equity segments.


(b)	Includes loans reported in RFS, auto and student loans reported in Card Services & Auto (“Card”) and residential real estate loans reported in the Corporate/Private Equity segment.


(c)	Includes auto and business banking risk-rated loans that apply the wholesale methodology for determining the allowance for loan losses; these loans are managed by Card and RFS, respectively, and therefore, for consistency in presentation, are included with the other consumer loan classes.

~~134~~136

The following table summarizes the Firm’s loan balances by portfolio segment:


June 30, 2011 (in millions)	Wholesale		Consumer, excluding credit card		Credit card		Total
September 30, 2011 (in millions)										Wholesale		Consumer, excluding credit card		Credit card		Total
Retained	$	244,224	$	315,169	$	125,523	$	684,916	^(a)	$	255,799	$	310,104	$	127,041	$	692,944	^(a)
Held-for-sale	2,592		221		—		2,813			1,687		131		94		1,912
At fair value	2,007		—		—		2,007			1,997		—		—		1,997
Total	$	248,823	$	315,390	$	125,523	$	689,736		$	259,483	$	310,235	$	127,135	$	696,853

December 31, 2010 (in millions)	Wholesale		Consumer, excluding credit card		Credit card		Total			Wholesale		Consumer, excluding credit card		Credit card		Total
Retained	$	222,510	$	327,464	$	135,524	$	685,498	^(a)	$	222,510	$	327,464	$	135,524	$	685,498	^(a)
Held-for-sale	3,147		154		2,152		5,453			3,147		154		2,152		5,453
At fair value	1,976		—		—		1,976			1,976		—		—		1,976
Total	$	227,633	$	327,618	$	137,676	$	692,927		$	227,633	$	327,618	$	137,676	$	692,927


(a)	Loans (other than PCI loans and those for which the fair value option has been selected) are presented net of unearned income, unamortized discounts and premiums and net deferred loan costs of $~~2.4~~2.5 billion and $1.9 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively.

The following tables provide information about the carrying value of retained loans purchased, retained loans sold and retained loans reclassified to held-for-sale during the periods indicated. These tables exclude loans recorded at fair value. On an ~~on-going~~ongoing basis, the Firm manages its exposure to credit risk. Selling loans is one way that the Firm reduces its credit exposures.


Three months ended June 30, 2011, (in millions)	Wholesale		Consumer, excluding credit card		Credit card		Total
Three months ended September 30, 2011 (in millions)									Wholesale		Consumer, excluding credit card		Credit card		Total
Purchases	$	218	$	1,668	$	—	$	1,886	$	210	$	1,843	$	—	$	2,053
Sales	805		401		—		1,206		590		421		—		1,011
Retained loans reclassified to held-for-sale	123		—		—		123		57		—		94		151


Six months ended June 30, 2011, (in millions)	Wholesale		Consumer, excluding credit card		Credit card		Total
Nine months ended September 30, 2011 (in millions)									Wholesale		Consumer, excluding credit card		Credit card		Total
Purchases	$	341	$	3,660	$	—	$	4,001	$	551	$	5,503	$	—	$	6,054
Sales	1,682		658		—		2,340		2,272		1,079		—		3,351
Retained loans reclassified to held-for-sale	300		—		1,912		2,212		357		—		2,006		2,363

The following table provides information about gains/(losses) on loan sales by portfolio segment.


	Three months ended June 30,					Six months ended June 30,					Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010		2011			2010		2011			2010			2011			2010
Net gains/(losses) on sales of loans (including lower of cost or fair value adjustments)^(a)
Wholesale	$	80		$	51	$	141		$	130	$	(9	)	$	36		$	132		$	166
Consumer, excluding credit card	28			98		53			128		42			96			95			224
Credit card	(4		)	—		(24		)	—		—			(1		)	(24		)	(1		)
Total net gains/(losses) on sales of loans (including lower of cost or fair value adjustments)^(a)	$	104		$	149	$	170		$	258	$	33		$	131		$	203		$	389


(a)	Excludes sales related to loans accounted for at fair value.

~~135~~137

Wholesale loan portfolio

Wholesale loans include loans made to a variety of customers ~~from~~including large corporate and institutional clients to certain high-net worth individuals. The primary credit quality indicator for wholesale loans is the risk rating assigned each loan. For further information on ~~the~~these risk ratings, see Notes 14 and 15 on pages 220–243 of JPMorgan Chase’s 2010 Annual Report.

The table below provides information by class of receivable for the retained loans in the Wholesale portfolio segment.


	Commercial and industrial						Real estate						Commercial and industrial						Real estate
(in millions, except ratios)	June 30, 2011			December 31, 2010			June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Loans by risk ratings
Investment grade	$	36,752		$	31,697		$	29,425		$	28,504		$	41,735		$	31,697		$	31,236		$	28,504
Noninvestment grade:
Noncriticized	33,205			30,874			16,725			16,425			37,087			30,874			16,792			16,425
Criticized performing	2,389			2,371			4,805			5,769			2,332			2,371			4,389			5,769
Criticized nonaccrual	1,207			1,634			1,437			2,937			1,070			1,634			1,179			2,937
Total noninvestment grade	36,801			34,879			22,967			25,131			40,489			34,879			22,360			25,131
Total retained loans	$	73,553		$	66,576		$	52,392		$	53,635		$	82,224		$	66,576		$	53,596		$	53,635
% of total criticized to total retained loans	4.89		%	6.02		%	11.91		%	16.23		%	4.14		%	6.02		%	10.39		%	16.23		%
% of nonaccrual loans to total retained loans	1.64			2.45			2.74			5.48			1.30			2.45			2.20			5.48
Loans by geographic distribution^(a)
Total non-U.S.	$	22,025		$	17,731		$	1,625		$	1,963		$	24,987		$	17,731		$	1,670		$	1,963
Total U.S.	51,528			48,845			50,767			51,672			57,237			48,845			51,926			51,672
Total retained loans	$	73,553		$	66,576		$	52,392		$	53,635		$	82,224		$	66,576		$	53,596		$	53,635

Loan delinquency^(b)
Current and less than 30 days past due and still accruing	$	72,203		$	64,501		$	50,752		$	50,299		$	81,049		$	64,501		$	52,222		$	50,299
30-89 days past due and still accruing	140			434			155			290
30–89 days past due and still accruing													104			434			123			290
90 or more days past due and still accruing^(c)	3			7			48			109			1			7			72			109
Criticized nonaccrual	1,207			1,634			1,437			2,937			1,070			1,634			1,179			2,937
Total retained loans	$	73,553		$	66,576		$	52,392		$	53,635		$	82,224		$	66,576		$	53,596		$	53,635


(a)	U.S. and non-U.S. distribution is determined based predominantly on the domicile of the borrower.

(b)

~~For~~Credit quality of wholesale loans ~~the past due status of a loan~~ is ~~generally not a significant indicator of credit quality due to the~~assessed primarily through ongoing review and monitoring of an ~~obligor’s~~obligor's ability to meet contractual ~~obligations.~~obligations rather than relying on the past due status, which is generally a lagging indicator of credit quality. For a discussion of more significant risk factors, see Note 14 on page 223 of JPMorgan Chase’s 2010 Annual Report.


(c)	Represents loans that are 90 days or more past due as to principal and/or interest, but that are still accruing interest; these loans are considered well-collateralized.


(d)	Other primarily includes loans to special purpose entities and loans to private banking clients. See Note 1 on pages 164–165 of the Firm’s 2010 Annual Report for additional information on ~~SPEs.~~special-purpose entities (“SPEs”).

The following table presents additional information on the real estate class of loans within the wholesale portfolio segment for the periods indicated. For further information on real estate loans, see Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.


	Multi-family						Commercial lessors						Multi-family						Commercial lessors
(in millions, except ratios)	June 30, 2011			December 31, 2010			June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Real estate retained loans	$	31,226		$	30,604		$	14,161		$	15,796		$	32,042		$	30,604		$	14,363		$	15,796
Criticized exposure	3,236			3,798			1,902			3,593			2,926			3,798			1,849			3,593
% of criticized exposure to total real estate retained loans	10.36		%	12.41		%	13.43		%	22.75		%	9.13		%	12.41		%	12.87		%	22.75		%
Criticized nonaccrual	$	764		$	1,016		$	348		$	1,549		$	598		$	1,016		$	333		$	1,549
% of criticized nonaccrual to total real estate retained loans	2.45		%	3.32		%	2.46		%	9.81		%	1.87		%	3.32		%	2.32		%	9.81		%

~~136~~138

(table continued from previous page)

Financial
institutions
Government agencies
Other^(d)

Total
retained loans
June 30,
2011 December 31,
2010 June 30,
2011 December 31,
2010 June 30,
2011 December 31,
2010 June 30,
2011 December 31,
2010

$ 26,848
$ 22,525
$ 6,797
$ 6,871
$ 66,691
$ 56,450
$ 166,513
$ 146,047

9,317
8,480
360
382
6,694
6,012
66,301
62,173
198
317
4
3
652
320
8,048
8,780
65
136
23
22
630
781
3,362
5,510
9,580
8,933
387
407
7,976
7,113
77,711
76,463
$ 36,428
$ 31,458
$ 7,184
$ 7,278
$ 74,667
$ 63,563
$ 244,224
$ 222,510
0.72 % 1.44 % 0.38 % 0.34 % 1.72 % 1.73 % 4.67 % 6.42 %
0.18
0.43
0.32
0.30
0.84
1.23
1.38
2.48

$ 25,893
$ 19,756
$ 1,175
$ 870
$ 31,351
$ 25,831
$ 82,069
$ 66,151
10,535
11,702
6,009
6,408
43,316
37,732
162,155
156,359
$ 36,428
$ 31,458
$ 7,184
$ 7,278
$ 74,667
$ 63,563
$ 244,224
$ 222,510

$ 36,261
$ 31,289
$ 7,158
$ 7,222
$ 73,419
$ 61,837
$ 239,793
$ 215,148
100
31
3
34
599
704
997
1,493
2
2
—
—
19
241
72
359
65
136
23
22
630
781
3,362
5,510
$ 36,428
$ 31,458
$ 7,184
$ 7,278
$ 74,667
$ 63,563
$ 244,224
$ 222,510



Financial institutions						Government agencies						Other^(d)						Total retained loans
September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010

$	26,674		$	22,525		$	7,245		$	6,871		$	68,965		$	56,450		$	175,855		$	146,047

8,571			8,480			285			382			6,643			6,012			69,378			62,173
203			317			4			3			627			320			7,555			8,780
57			136			17			22			688			781			3,011			5,510
8,831			8,933			306			407			7,958			7,113			79,944			76,463
$	35,505		$	31,458		$	7,551		$	7,278		$	76,923		$	63,563		$	255,799		$	222,510
0.73		%	1.44		%	0.28		%	0.34		%	1.71		%	1.73		%	4.13		%	6.42		%
0.16			0.43			0.23			0.30			0.89			1.23			1.18			2.48

$	27,266		$	19,756		$	903		$	870		$	32,373		$	25,831		$	87,199		$	66,151
8,239			11,702			6,648			6,408			44,550			37,732			168,600			156,359
$	35,505		$	31,458		$	7,551		$	7,278		$	76,923		$	63,563		$	255,799		$	222,510


$	35,438		$	31,289		$	7,532		$	7,222		$	75,494		$	61,837		$	251,735		$	215,148
10			31			2			34			676			704			915			1,493
—			2			—			—			65			241			138			359
57			136			17			22			688			781			3,011			5,510
$	35,505		$	31,458		$	7,551		$	7,278		$	76,923		$	63,563		$	255,799		$	222,510

(table continued from previous page)

Commercial construction and development Other Total real estate loans
June 30,
2011 December 31,
2010 June 30,
2011 December 31,
2010 June 30,
2011 December 31,
2010
$ 3,078
$ 3,395
$ 3,927
$ 3,840
$ 52,392
$ 53,635
445
619
659
696
6,242
8,706
14.46 % 18.23 % 16.78 % 18.13 % 11.91 % 16.23 %
$ 127
$ 174
$ 198
$ 198
$ 1,437
$ 2,937
4.13 % 5.13 % 5.04 % 5.16 % 2.74 % 5.48 %



Commercial construction and development						Other						Total real estate loans
September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
$	3,073		$	3,395		$	4,118		$	3,840		$	53,596		$	53,635
365			619			428			696			5,568			8,706
11.88		%	18.23		%	10.39		%	18.13		%	10.39		%	16.23		%
$	134		$	174		$	114		$	198		$	1,179		$	2,937
4.36		%	5.13		%	2.77		%	5.16		%	2.20		%	5.48		%

~~137~~139

Wholesale impaired loans and loan modifications

Wholesale impaired loans include loans that have been placed on nonaccrual status and/or that have been modified in a ~~TDR.~~troubled debt restructuring (“TDR”). All impaired loans are evaluated for an asset-specific allowance as described in Note 14 on pages ~~149–150~~158–159 of this Form 10-Q.

The table below set forth information about the Firm’s wholesale impaired loans.


	Commercial and industrial				Real estate				Financial institutions				Government agencies				Other				Total retained loans				Commercial and industrial				Real estate				Financial institutions				Government agencies				Other				Total retained loans
(in millions)	June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010
Impaired loans
With an allowance	$	1,143	$	1,512	$	1,077	$	2,510	$	44	$	127	$	23	$	22	$	565	$	697	$	2,852	$	4,868	$	1,018	$	1,512	$	850	$	2,510	$	37	$	127	$	17	$	22	$	645	$	697	$	2,567	$	4,868
Without an allowance^(a)	119		157		323		445		21		8		—		—		65		8		528		618		103		157		314		445		23		8		—		—		46		8		486		618
Total impaired loans	$	1,262	$	1,669	$	1,400	$	2,955	$	65	$	135	$	23	$	22	$	630	$	705	$	3,380	$	5,486	$	1,121	$	1,669	$	1,164	$	2,955	$	60	$	135	$	17	$	22	$	691	$	705	$	3,053	$	5,486
Allowance for loan losses related to impaired loans^(b)	$	331	$	435	$	251	$	825	$	14	$	61	$	14	$	14	$	139	$	239	$	749	$	1,574	$	256	$	435	$	209	$	825	$	7	$	61	$	12	$	14	$	186	$	239	$	670	$	1,574
Unpaid principal balance of impaired loans^(c)(b)	1,979		2,453		1,384		3,487		132		244		23		30		1,396		1,046		4,914		7,260		1,798		2,453		1,538		3,487		115		244		18		30		1,017		1,046		4,486		7,260


(a)	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. This typically occurs when the impaired loans have been partially charged-off and/or there have been interest payments received and applied to the loan balance.


(b)	~~The allowance for impaired loans is included in~~ ~~JPMorgan Chase’s asset-specific allowance for loan losses.~~


~~(c)~~	Represents the contractual amount of principal owed at ~~June~~September 30, 2011, and December 31, 2010. The unpaid principal balance differs from the impaired loan balances due to various factors, including charge-offs; interest payments received and applied to the carrying value; net deferred loan fees or costs; and unamortized discount or premiums on purchased loans.

The following table presents the Firm’s average impaired loans for the periods indicated.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,					Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010			2011		2010
Commercial and industrial	$	1,426	$	1,574	$	1,486	$	1,739	$	1,205	$	1,544		$	1,395	$	1,674
Real estate	2,101		3,399		2,421		3,220		1,258		3,251			2,034		3,231
Financial institutions	67		270		81		391		62		224			76		335
Government agencies	23		4		22		4		18		—		��	21		3
Other	635		872		635		934		634		725			634		864
Total^(a)	$	4,252	$	6,119	$	4,645	$	6,288	$	3,177	$	5,744		$	4,160	$	6,107


(a)	The related interest income on accruing impaired loans and interest income recognized on a cash basis were not material for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010.

Loan modifications

The Firm may modify certain loans in TDR transactions, which provide various concessions to borrowers who are experiencing financial difficulty. All TDRs are reported as impaired loans in the tables above. For further information, see Note 14 on pages 221–222 and 226 of JPMorgan Chase's 2010 Annual Report. The following table provides information about the ~~Firm’s~~Firm's wholesale loans that have been modified in TDRs as of the dates presented.



	Commercial and industrial				Real estate				Financial institutions				Government agencies				Other				Total retained loans
(in millions)	Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010
Loans modified in troubled debt restructurings	$	625	$	212	$	261	$	907	$	2	$	1	$	17	$	22	$	23	$	1	$	928	$	1,143
TDRs on nonaccrual status	574		163		243		831		—		1		17		22		19		1		853		1,018
Additional commitments to lend to borrowers whose loans have been modified in TDRs	220		1		—		—		—		—		—		—		—		—		220		1

140

TDR activity rollforward

The following table reconciles the beginning and ending balances of wholesale loans modified in ~~troubled debt restructurings (“TDRs”). These TDR loans are included as impaired loans in~~TDRs for the ~~above tables.~~periods presented and provides information regarding the nature and extent of modifications during those periods.

Commercial
and industrial
Real estate
Financial
institutions

Government
agencies
Other
Total
retained loans
(in millions) June 30, 2011 Dec 31, 2010 June 30, 2011 Dec 31, 2010 June 30, 2011 Dec 31, 2010 June 30, 2011 Dec 31, 2010 June 30, 2011 Dec 31, 2010 June 30, 2011 Dec 31, 2010
Loans modified in troubled debt restructurings^(a)
$ 683
$ 212
$ 289
$ 907
$ —
$ 1
$ 22
$ 22
$ 6
$ 1
$ 1,000
$ 1,143
TDRs on nonaccrual status 628
163
273
831
—
1
22
22
6
1
929
1,018
Additional commitments to lend to borrowers whose loans have been modified in TDRs 186
1
—
—
—
—
—
—
—
—
186
1



	Three months ended September 30, 2011												Nine months ended September 30, 2011
(in millions)	Commercial and industrial			Real estate			Other^(c)			Total			Commercial and industrial			Real estate			Other^(c)			Total
Beginning balance of TDRs	$	683		$	289		$	28		$	1,000		$	212		$	907		$	24		$	1,143
New TDRs^(a)	60			43			20			123			642			103			26			771
Increases to existing TDRs	—			—			—			—			19			4			—			23
Charge-offs post-modification	(13		)	(1		)	—			(14		)	(19		)	(143		)	—			(162		)
Sales and other^(b)	(105		)	(70		)	(6		)	(181		)	(229		)	(610		)	(8		)	(847		)
Ending balance of TDRs	$	625		$	261		$	42		$	928		$	625		$	261		$	42		$	928


(a)	~~These modifications generally provided~~New TDRs are predominantly term or payment extensions but also may include interest rate ~~concessions to the borrower or deferral~~reductions and deferrals of principal ~~repayments.~~and/or interest payments.


(b)	Sales and other are predominantly sales and paydowns, but may include performing loans restructured at market rates that are no longer reported as TDRs.


(c)	Includes loans to Financial institutions, Government agencies and Other.

Financial effects of modifications and redefaults

New TDRs during the three months and nine months ended September 30, 2011, are predominantly term or payment extensions on commercial and industrial and real estate loans. The average term extension granted on these new TDRs was 1.5 years and 3.4 years for the three months and nine months ended September 30, 2011, respectively. The weighted-average remaining term for all loans modified during these periods was 0.7 years and 2.1 years for the three months and nine months ended September 30, 2011, respectively. Wholesale TDR loans that redefaulted within one year of the modification were $5 million and $88 million during the three months and nine months ended September 30, 2011, respectively. A payment default is deemed to occur when the borrower has not made a loan payment by its scheduled due date after giving effect to any contractual grace period.

~~138~~141

Consumer, excluding credit card loan portfolio

Consumer loans, excluding credit card loans, consist primarily of residential mortgages, home equity loans and lines of credit, auto loans, business banking loans, and student and other loans, with a primary focus on serving the prime consumer credit market. The portfolio also includes home equity loans secured by junior liens and mortgage loans with interest-only payment options to predominantly prime borrowers, as well as certain payment-option loans originated by Washington Mutual that may result in negative amortization.

Consumer loans, other than PCI loans and the risk-rated loans within the business banking and auto portfolios, are generally charged off to the allowance for loan losses upon reaching specified stages of delinquency, in accordance with the Federal Financial Institutions Examination Council (“FFIEC”) policy.

The table below provides information about consumer retained loans by class, excluding the credit card loan portfolio segment.


(in millions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Residential real estate – excluding PCI
Home equity:
Senior lien^(a)	$	22,969	$	24,376	$	22,364	$	24,376
Junior lien^(b)	59,782		64,009		57,914		64,009
Mortgages:
Prime, including option ARMs	74,276		74,539		74,230		74,539
Subprime	10,441		11,287		10,045		11,287
Other consumer loans
Auto	46,796		48,367		46,659		48,367
Business banking	17,141		16,812		17,272		16,812
Student and other	14,770		15,311		14,492		15,311
Residential real estate – PCI
Home equity	23,535		24,459		23,105		24,459
Prime mortgage	16,200		17,322		15,626		17,322
Subprime mortgage	5,187		5,398		5,072		5,398
Option ARMs	24,072		25,584		23,325		25,584
Total retained loans	$	315,169	$	327,464	$	310,104	$	327,464


~~(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.~~

142

Delinquency rates are a primary credit quality indicator for consumer loans, excluding credit card. Other indicators that are taken into consideration for consumer loans, excluding credit card, include:

For residential real estate loans, including both non-PCI and PCI portfolios: The current estimated ~~loan-to-value (“LTV”)~~LTV ratio, or the combined LTV ratio in the case of loans with a junior lien, the geographic distribution of the loan collateral, and the borrowers’ current or “refreshed” FICO score.

For scored auto and business banking loans and student loans: Geographic distribution of the loans.

For risk-rated auto and business banking ~~and auto~~ loans: Risk rating of the loan, geographic considerations relevant to the loan and whether the loan is considered to be criticized and/or nonaccrual.

For further information on consumer credit quality indicators, see Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.

Residential real estate – excluding PCI loans

The following tables provide information by class for residential real estate – excluding PCI retained loans in the consumer, excluding credit card, portfolio segment. The following factors should be considered in analyzing certain credit statistics applicable to the Firm’s residential real estate – excluding PCI loans portfolio: (i) junior lien home equity loans may be fully charged off when the loan becomes 180 days past due, the borrower is either unable or unwilling to repay the loan, and the value of the collateral does not support the repayment of the loan, resulting in relatively high charge-off rates for this product class; and (ii) the lengthening of loss-mitigation timelines may result in higher delinquency rates for loans carried at estimated collateral value that remain on the Firm’s Consolidated Balance Sheets.

~~139~~143


Residential real estate – excluding PCI loans
	Home equity												Home equity
	Senior lien						Junior lien						Senior lien						Junior lien
(in millions, except ratios)	June 30, 2011			December 31, 2010			June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Loan delinquency^(a)
Current and less than 30 days past due	$	22,252		$	23,615		$	58,345		$	62,315		$	21,621		$	23,615		$	56,379		$	62,315
30–149 days past due	361			414			1,215			1,508			387			414			1,321			1,508
150 or more days past due	356			347			222			186			356			347			214			186
Total retained loans	$	22,969		$	24,376		$	59,782		$	64,009		$	22,364		$	24,376		$	57,914		$	64,009
% of 30+ days past due to total retained loans	3.12		%	3.12		%	2.40		%	2.65		%	3.32		%	3.12		%	2.65		%	2.65		%
90 or more days past due and still accruing	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
90 or more days past due and government guaranteed^(b)	—			—			—			—			—			—			—			—
Nonaccrual loans	481			479			827			784			479			479			811			784
Current estimated LTV ratios^(c)(d)(e)(f)
Greater than 125% and refreshed FICO scores:
Equal to or greater than 660	$	350		$	363		$	6,699		$	6,928		$	319		$	363		$	6,248		$	6,928
Less than 660	176			196			2,251			2,495			162			196			2,109			2,495
101% to 125% and refreshed FICO scores:
Equal to or greater than 660	690			619			9,389			9,403			654			619			9,014			9,403
Less than 660	268			249			2,745			2,873			253			249			2,665			2,873
80% to 100% and refreshed FICO scores:
Equal to or greater than 660	1,955			1,900			12,423			13,333			1,867			1,900			11,869			13,333
Less than 660	653			657			2,832			3,155			635			657			2,770			3,155
Less than 80% and refreshed FICO scores:
Equal to or greater than 660	16,199			17,474			20,459			22,527			15,819			17,474			20,223			22,527
Less than 660	2,678			2,918			2,984			3,295			2,655			2,918			3,016			3,295
U.S. government-guaranteed	—			—			—			—			—			—			—			—
Total retained loans	$	22,969		$	24,376		$	59,782		$	64,009		$	22,364		$	24,376		$	57,914		$	64,009
Geographic region
California	$	3,201		$	3,348		$	13,699		$	14,656		$	3,135		$	3,348		$	13,276		$	14,656
New York	3,162			3,272			11,658			12,278			3,060			3,272			11,251			12,278
Texas	3,290			3,594			2,036			2,239
Florida	1,033			1,088			3,215			3,470			1,011			1,088			3,111			3,470
Illinois	1,553			1,635			3,987			4,248			1,530			1,635			3,900			4,248
Ohio	1,871			2,010			1,438			1,568
Texas													3,160			3,594			1,950			2,239
New Jersey	708			732			3,397			3,617			701			732			3,324			3,617
Michigan	1,101			1,176			1,501			1,618
Arizona	1,393			1,481			2,738			2,979			1,367			1,481			2,648			2,979
Washington	737			776			2,017			2,142			728			776			1,964			2,142
Ohio													1,814			2,010			1,385			1,568
Michigan													1,075			1,176			1,454			1,618
All other ^(g)	4,920			5,264			14,096			15,194			4,783			5,264			13,651			15,194
Total retained loans	$	22,969		$	24,376		$	59,782		$	64,009		$	22,364		$	24,376		$	57,914		$	64,009

(a) Individual delinquency classifications included mortgage loans insured by U.S. government agencies as follows: current and less than 30 days past due includes $~~3.0~~3.1 billion and $2.5 billion; 30–149 days past due includes $~~1.9~~2.1 billion and $2.5 billion; and 150 or more days past due includes $~~8.2~~8.4 billion and $7.9 billion at ~~June 30, 2011 and December 31, 2010, respectively.~~

(b) These balances, which are 90 days or more past due but insured by U.S. government agencies, are excluded from nonaccrual loans. In predominately all cases, 100% of the principal balance of the loans is insured and interest is guaranteed at a specified reimbursement rate subject to meeting agreed servicing guidelines. These amounts are excluded from nonaccrual loans because reimbursement of insured and guaranteed amounts is proceeding normally and is expected to occur. At June 30, 2011, and December 31, 2010, these balances included ~~$5.7 billion~~ ~~and~~ ~~$2.8 billion~~, respectively, of loans that are no longer accruing interest because interest has been curtailed by the U.S. government agencies although, in predominantly all cases, 100% of the principal is still insured. For the remaining balance, interest is being accrued at the guaranteed reimbursement rate.

(c) Represents the aggregate unpaid principal balance of loans divided by the estimated current property value. Current property values are estimated, at a minimum, quarterly, based on home valuation models utilizing nationally recognized home price index valuation estimates incorporating actual data to the extent available and forecasted data where actual data is not available. These property values do not represent actual appraised loan level collateral values; as such, the resulting ratios are necessarily imprecise and should be viewed as estimates.

(d) Junior lien 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.

~~(e) Refreshed FICO scores represent each borrower’s most recent credit score, which is obtained by the Firm at least on a quarterly basis.~~

~~(f) For senior lien home equity loans, prior-period amounts have been restated to the current-period presentation.~~

~~(g) At~~ ~~June~~September 30, 2011, and December 31, 2010, ~~included mortgage loans insured by U.S. government agencies of~~ ~~$13.1 billion~~ ~~and~~ ~~$12.9 billion~~, respectively.

~~(h)~~

(b)

These balances, which are 90 days or more past due but insured by U.S. government agencies, are excluded from nonaccrual loans. In predominately all cases, 100% of the principal balance of the loans is insured and interest is guaranteed at a specified reimbursement rate subject to meeting agreed servicing guidelines. These amounts are excluded from nonaccrual loans because reimbursement of insured and guaranteed amounts is proceeding normally. At September 30, 2011, and December 31, 2010, these balances included $5.9 billion and $2.8 billion, respectively, of loans that are no longer accruing interest because interest has been curtailed by the U.S. government agencies although, in predominantly all cases, 100% of the principal is still insured. For the remaining balance, interest is being accrued at the guaranteed reimbursement rate.~~June 30, 2011, and~~ ~~December 31, 2010, excluded mortgage loans insured by U.S. government agencies of~~ ~~$10.1 billion~~ ~~and~~ ~~$10.3 billion, respectively. These amounts were excluded as reimbursement of insured amounts is proceeding normally.~~

(c)

Represents the aggregate unpaid principal balance of loans divided by the estimated current property value. Current property values are estimated, at a minimum, quarterly, based on home valuation models utilizing nationally recognized home price index valuation estimates incorporating actual data to the extent available and forecasted data where actual data is not available. These property values do not represent actual appraised loan level collateral values; as such, the resulting ratios are necessarily imprecise and should be viewed as estimates.


(d)	Junior lien 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.


(e)	Refreshed FICO scores represent each borrower’s most recent credit score, which is obtained by the Firm at least on a quarterly basis.


(f)	For senior lien home equity loans, prior-period amounts have been revised to conform with the current-period presentation.


(g)	At September 30, 2011, and December 31, 2010, included mortgage loans insured by U.S. government agencies of $13.6 billion and $12.9 billion, respectively.


(h)	At September 30, 2011, and December 31, 2010, excluded mortgage loans insured by U.S. government agencies of $10.5 billion and $10.3 billion, respectively. These amounts were excluded as reimbursement of insured amounts is proceeding normally.

~~140~~144

(table continued from previous page)

Mortgages
Prime, including option ARMs Subprime Total residential real estate – excluding PCI
June 30,
2011 December 31,
2010 June 30,
2011 December 31,
2010 June 30,
2011 December 31,
2010

$ 59,841
$ 59,223
$ 8,015
$ 8,477
$ 148,453
$ 153,630

3,130
4,052
896
1,184
5,602
7,158

11,305
11,264
1,530
1,626
13,413
13,423

$ 74,276
$ 74,539
$ 10,441
$ 11,287
$ 167,468
$ 174,211

5.90 %
^(h)
6.68 %
^(h)
23.24 % 24.90 % 5.35 %
^(h)
5.88 %
^(h)
$ —
$ —
$ —
$ —
$ —
$ —

9,129
9,417
—
—
9,129
9,417

4,024
4,320
2,058
2,210
7,390
7,793

$ 3,005
$ 3,039
$ 360
$ 338
$ 10,414
$ 10,668

1,477
1,595
1,120
1,153
5,024
5,439

4,683
4,733
528
506
15,290
15,261

1,793
1,775
1,446
1,486
6,252
6,383

10,251
10,720
881
925
25,510
26,878

2,674
2,786
1,761
1,955
7,920
8,553

32,669
32,385
1,989
2,252
71,316
74,638

4,625
4,557
2,356
2,672
12,643
13,442

13,099
12,949
—
—
13,099
12,949

$ 74,276
$ 74,539
$ 10,441
$ 11,287
$ 167,468
$ 174,211

$ 18,580
$ 19,278
$ 1,601
$ 1,730
$ 37,081
$ 39,012

9,817
9,587
1,288
1,381
25,925
26,518

2,731
2,569
323
345
8,380
8,747

4,688
4,840
1,309
1,422
10,245
10,820

3,892
3,765
424
468
9,856
10,116

452
462
254
275
4,015
4,315

2,016
2,026
491
534
6,612
6,909

943
963
266
294
3,811
4,051

1,248
1,320
221
244
5,600
6,024

1,979
2,056
230
247
4,963
5,221

27,930
27,673
4,034
4,347
50,980
52,478

$ 74,276
$ 74,539
$ 10,441
$ 11,287
$ 167,468
$ 174,211



Mortgages
Prime, including option ARMs								Subprime						Total residential real estate – excluding PCI
September 30, 2011				December 31, 2010				September 30, 2011			December 31, 2010			September 30, 2011				December 31, 2010

$	59,772			$	59,223			$	7,848		$	8,477		$	145,620			$	153,630
3,304				4,052				844			1,184			5,856				7,158
11,154				11,264				1,353			1,626			13,077				13,423
$	74,230			$	74,539			$	10,045		$	11,287		$	164,553			$	174,211
5.39		%	^(h)	6.68		%	^(h)	21.87		%	24.90		%	5.15		%	^(h)	5.88		%	^(h)
$	—			$	—			$	—		$	—		$	—			$	—
9,505				9,417				—			—			9,505				9,417
3,656				4,320				1,932			2,210			6,878				7,793


$	2,901			$	3,039			$	349		$	338		$	9,817			$	10,668
1,321				1,595				1,072			1,153			4,664				5,439

4,708				4,733				504			506			14,880				15,261
1,735				1,775				1,349			1,486			6,002				6,383

9,767				10,720				835			925			24,338				26,878
2,432				2,786				1,656			1,955			7,493				8,553

33,382				32,385				2,003			2,252			71,427				74,638
4,373				4,557				2,277			2,672			12,321				13,442
13,611				12,949				—			—			13,611				12,949
$	74,230			$	74,539			$	10,045		$	11,287		$	164,553			$	174,211

$	18,141			$	19,278			$	1,527		$	1,730		$	36,079			$	39,012
9,966				9,587				1,258			1,381			25,535				26,518
4,617				4,840				1,257			1,422			9,996				10,820
3,894				3,765				407			468			9,731				10,116
2,795				2,569				310			345			8,215				8,747
2,027				2,026				473			534			6,525				6,909
1,218				1,320				208			244			5,441				6,024
1,918				2,056				219			247			4,829				5,221
453				462				242			275			3,894				4,315
926				963				256			294			3,711				4,051
28,275				27,673				3,888			4,347			50,597				52,478
$	74,230			$	74,539			$	10,045		$	11,287		$	164,553			$	174,211

145

The following table represents the Firm’s delinquency statistics for junior lien home equity loans as of September 30, 2011, and December 31, 2010.



	Delinquencies
September 30, 2011 (in millions, except ratios)	30–89 days past due		90–149 days past due		150+ days past due		Total loans		Total 30+ day delinquency rate
HELOCs:^(a)
Within the revolving period^(b)	$	660	$	285	$	160	$	49,312	2.24	%
Within the required amortization period	46		17		13		1,541		4.93
HELOANs	203		110		41		7,061		5.01
Total	$	909	$	412	$	214	$	57,914	2.65	%



	Delinquencies
December 31, 2010 (in millions, except ratios)	30–89 days past due		90–149 days past due		150+ days past due		Total loans		Total 30+ day delinquency rate
HELOCs:^(a)
Within the revolving period^(b)	$	665	$	384	$	145	$	54,434	2.19	%
Within the required amortization period	41		19		10		1,177		5.95
HELOANs	250		149		31		8,398		5.12
Total	$	956	$	552	$	186	$	64,009	2.65	%

(a) In general, HELOCs are open-ended, revolving loans for a 10-year period, after which time the HELOC converts to a loan with a 20-year amortization period.

(b) The Firm manages the risk of HELOCs during their revolving period by closing or reducing the undrawn line to the extent permitted by law when borrowers are experiencing financial difficulty or when the collateral does not support the loan amount.

Home equity lines of credit (“HELOCs”) within the required amortization period and home equity loans (“HELOANs”) have higher delinquency rates than do HELOCs within the revolving period. That is primarily because the fully-amortizing payment required for those products is higher than the minimum payment options available for HELOCs within the revolving period. The higher delinquency rates associated with amortizing HELOCs and HELOANs are factored into the loss estimates produced by the Firm’s delinquency roll-rate methodology, which estimates defaults based on the current delinquency status of a portfolio.

Residential real estate impaired loans and loan modifications – excluding PCI loans

The Firm is participating in the U.S. Treasury’s Making Home Affordable (“MHA”) programs and is continuing to expand its other loss-mitigation efforts for financially distressed borrowers who do not qualify for the MHA programs. For further information, see Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.

Trial modifications

~~141~~In order to be offered a permanent modification under Home Affordable Modification Program (“HAMP”), a borrower must successfully make three payments under the new terms during a trial modification period. The Firm also offers one proprietary modification program with a trial period similar to that required under HAMP. At
September 30, 2011, approximately $900 million of loans were in a trial modification period.

In mid 2010, the Firm began requiring the completion of substantially all underwriting procedures prior to trial modification initiation. Based on the Firm's recent experience with respect to owned residential real estate loans, excluding PCI, under this revised program, approximately 74% of borrowers who have initiated a trial modification have successfully completed the trial period, and substantially all of those borrowers have had their mortgages permanently modified. Of the remaining borrowers, 22% did not successfully complete the trial period and 4% are still in the trial period. Permanent modifications under these programs are accounted for as TDRs, as discussed below. While the Firm does not characterize loans in the trial modification period as TDRs, the Firm considers the risk characteristics of loans in trial modification in determining its formula-based allowance for loan losses; as a result, loans that were in trial periods as of September 30, 2011, are not expected to have an incremental impact on the Firm's allowance for loans losses if and when they are permanently modified.

Impaired loans

The ~~tables~~table below ~~set~~sets forth information about the Firm’s residential real estate impaired loans, excluding PCI. These loans are considered to be impaired as they have been modified in a TDR. All impaired loans are evaluated for an asset-specific allowance as described in Note 14 on pages ~~149–150~~158–159 of this Form 10-Q.

146


	Home equity								Mortgages												Home equity								Mortgages
	Senior lien				Junior lien				Prime, including option ARMs				Subprime				Total residential real estate – excluding PCI				Senior lien				Junior lien				Prime, including option ARMs				Subprime				Total residential real estate – excluding PCI
(in millions)	June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		June 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010
Impaired loans^(b)
With an allowance	$	244	$	211	$	489	$	258	$	2,812	$	1,525	$	2,666	$	2,563	$	6,211	$	4,557	$	258	$	211	$	574	$	258	$	3,814	$	1,525	$	2,833	$	2,563	$	7,479	$	4,557
Without an allowance^(c)(a)	17		15		28		25		578		559		177		188		800		787		17		15		32		25		562		559		174		188		785		787
Total impaired loans^(d)(b)	$	261	$	226	$	517	$	283	$	3,390	$	2,084	$	2,843	$	2,751	$	7,011	$	5,344	$	275	$	226	$	606	$	283	$	4,376	$	2,084	$	3,007	$	2,751	$	8,264	$	5,344
Allowance for loan losses related to impaired loans	$	82	$	77	$	148	$	82	$	78	$	97	$	512	$	555	$	820	$	811	$	93	$	77	$	177	$	82	$	77	$	97	$	452	$	555	$	799	$	811
Unpaid principal balance of impaired loans^(e)(c)	320		265		715		402		4,308		2,751		4,079		3,777		9,422		7,195		343		265		871		402		5,479		2,751		4,409		3,777		11,102		7,195
Impaired loans on nonaccrual status	53		38		232		63		698		534		695		632		1,678		1,267		48		38		201		63		738		534		752		632		1,739		1,267


(a)	~~Represents loans modified in a TDR. These modifications generally provided interest rate concessions to the borrower or deferral of principal repayments.~~


~~(b)~~	~~There were no additional commitments to lend to borrowers whose loans have been modified in TDRs as of~~ ~~June 30, 2011, and~~ ~~December 31, 2010~~.


~~(c)~~	When discounted cash flows or collateral value equals or exceeds the recorded investment in the loan, the loan does not require an allowance. This ~~result~~ typically occurs when an impaired loan has been partially charged off.

~~(d)~~(b)

At ~~June~~September 30, 2011, and December 31, 2010, $~~3.5~~3.8 billion and $3.0 billion, respectively, of loans modified subsequent to repurchase from Ginnie Mae in accordance with the standards of the appropriate government agency (i.e., Federal Housing Administration (“FHA”), U.S. Department of Veterans Affairs (“VA”), Rural Housing ~~Administration~~Services (“~~RHA”~~RHS”)) were excluded from loans accounted for as TDRs. When such loans perform subsequent to modification in accordance with Ginnie Mae guidelines, they are generally sold back into Ginnie Mae loan pools. Modified loans that do not re-perform become subject to foreclosure.


~~(e)~~(c)	Represents the contractual amount of principal owed at ~~June~~September 30, 2011, and December 31, 2010. The unpaid principal balance differs from the impaired loan balances due to various factors, including charge-offs; net deferred loan fees or costs; and unamortized discounts or premiums on purchased loans.

The following table presents average impaired loans and the related interest income reported by the Firm.


Three months ended June 30,	Average impaired loans				Interest income on impaired loans^(a)				Interest income on impaired loans on a cash basis^(a)
Three months ended September 30,													Average impaired loans				Interest income on impaired loans^(a)				Interest income on impaired loans on a cash basis^(a)
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
Home equity
Senior lien	$	245	$	221	$	2	$	3	$	1	$	1	$	268	$	219	$	3	$	5	$	—	$	—
Junior lien	469		255		4		5		1		1		568		261		4		1		1		—
Mortgages
Prime, including option ARMs	3,216		1,365		33		12		3		4		4,089		1,741		42		19		4		5
Subprime	2,787		2,475		37		29		3		6		2,931		2,685		39		31		5		5
Total residential real estate – excluding PCI	$	6,717	$	4,316	$	76	$	49	$	8	$	12	$	7,856	$	4,906	$	88	$	56	$	10	$	10


Six months ended June 30,	Average impaired loans				Interest income on impaired loans^(a)				Interest income on impaired loans on a cash basis^(a)
Nine months ended September 30,													Average impaired loans				Interest income on impaired loans^(a)				Interest income on impaired loans on a cash basis^(a)
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
Home equity
Senior lien	$	238	$	193	$	5	$	5	$	1	$	1	$	248	$	202	$	8	$	10	$	1	$	1
Junior lien	411		262		8		8		1		1		464		262		12		9		2		1
Mortgages
Prime, including option ARMs	2,848		1,171		59		29		6		5		3,267		1,363		101		48		10		10
Subprime	2,769		2,340		71		56		6		10		2,823		2,457		110		87		11		15
Total residential real estate – excluding PCI	$	6,266	$	3,966	$	143	$	98	$	14	$	17	$	6,802	$	4,284	$	231	$	154	$	24	$	27

(a) Generally, interest income on loans modified in a TDR is recognized on a cash basis until such time as the borrower has made a minimum of six payments under the new terms. As of ~~June~~September 30, 2011 and 2010, ~~loans of~~ $~~938~~997 million and $~~1.0 billion~~933 million, respectively, of loans were TDRs for which the borrowers had not yet made six payments under their modified terms.

~~142~~147

Loan modifications

Permanent modifications of residential real estate loans, excluding PCI loans, are generally accounted for and reported as TDRs. There were no additional commitments to lend to borrowers whose residential real estate loans, excluding PCI loans, have been modified in TDRs. For further information, see Note 14 on pages 221–222 and 230 of JPMorgan Chase’s 2010 Annual Report.

TDR activity rollforward

The following tables reconcile the beginning and ending balances of residential real estate loans, excluding PCI loans, modified in TDRs for the periods presented.



	Three months ended September 30, 2011
	Home equity						Mortgages						Total residential real estate – (excluding PCI)
(in millions)	Senior lien			Junior lien			Prime, including option ARMs			Subprime			Total residential real estate – (excluding PCI)
Beginning balance of TDRs	$	261		$	517		$	3,390		$	2,843		$	7,011
New TDRs	21			117			1,116			271			1,525
Charge-offs post-modification	(2		)	(13		)	(24		)	(54		)	(93		)
Foreclosures and other liquidations (e.g., short sales)	—			(1		)	(28		)	(25		)	(54		)
Principal payments and other	(5		)	(14		)	(78		)	(28		)	(125		)
Ending balance of TDRs	$	275		$	606		$	4,376		$	3,007		$	8,264



	Nine months ended September 30, 2011
	Home equity						Mortgages						Total residential real estate – (excluding PCI)
(in millions)	Senior lien			Junior lien			Prime, including option ARMs			Subprime			Total residential real estate – (excluding PCI)
Beginning balance of TDRs	$	226		$	283		$	2,084		$	2,751		$	5,344
New TDRs	67			410			2,614			559			3,650
Charge-offs post-modification	(8		)	(48		)	(77		)	(168		)	(301		)
Foreclosures and other liquidations (e.g., short sales)	—			(6		)	(67		)	(60		)	(133		)
Principal payments and other	(10		)	(33		)	(178		)	(75		)	(296		)
Ending balance of TDRs	$	275		$	606		$	4,376		$	3,007		$	8,264

Nature and extent of modifications

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 and/or interest payments that would otherwise have been required under the terms of the original agreement. The following tables provide information about how residential real estate loans, excluding PCI loans, were modified in TDRs during the periods presented.



	Three months ended September 30, 2011
	Home equity				Mortgages
	Senior lien		Junior lien		Prime, including option ARMs		Subprime		Total residential real estate – (excluding PCI)
Number of loans modified	262		2,555		2,772		1,963		7,552
Concession granted^(a)(b):
Interest rate reduction	77	%	94	%	89	%	77	%	87	%
Term or payment extension	98		85		94		83		88
Principal and/or interest deferred	15		22		19		19		20
Principal forgiveness	10		17		2		11		10
Other^(c)	29		8		67		26		35



	Nine months ended September 30, 2011
	Home equity				Mortgages
	Senior lien		Junior lien		Prime, including option ARMs		Subprime		Total residential real estate – (excluding PCI)
Number of loans modified	789		7,811		8,470		4,048		21,118
Concession granted^(a)(b):
Interest rate reduction	80	%	95	%	48	%	80	%	73	%
Term or payment extension	88		83		71		75		77
Principal and/or interest deferred	8		21		13		19		17
Principal forgiveness	8		22		1		9		11
Other^(c)	37		8		74		28		40

148

(a) As a percentage of the number of loans modified.

(b) The sum of the percentages exceeds 100% because predominantly all of the loan modifications include more than one type of concession.

Financial effects of modifications and redefaults

The following tables provide information about the financial effects of the various concessions granted on residential real estate loans, excluding PCI loans, that were modified in TDRs and of redefaults during the periods presented.



Three months ended September 30, 2011 (in millions, except weighted-average data and number of loans)	Home equity						Mortgages						Total residential real estate – (excluding PCI)
	Senior lien			Junior lien			Prime, including option ARMs			Subprime			Total residential real estate – (excluding PCI)
Weighted-average interest rate of loans with interest rate reductions – before TDR	7.39		%	5.49		%	5.86		%	8.25		%	6.32		%
Weighted-average interest rate of loans with interest rate reductions – after TDR	3.88			1.55			3.88			3.41			3.56
Weighted-average remaining contractual term (in years) of loans with term or payment extensions – before TDR	19			21			25			23			24
Weighted-average remaining contractual term (in years) of loans with term or payment extensions – after TDR	31			34			36			33			35
Charge-offs recognized upon modification	$	1		$	32		$	10		$	5		$	48
Principal deferred	1			10			55			26			92
Principal forgiven	—			14			4			15			33
Number of loans that redefaulted within one year of modification^(a)	56			407			292			419			1,174
Loans that redefaulted within one year of modification^(a)	$	4		$	18		$	94		$	52		$	168



Nine months ended September 30, 2011 (in millions, except weighted-average data and number of loans)	Home equity						Mortgages						Total residential real estate – (excluding PCI)
	Senior lien			Junior lien			Prime, including option ARMs			Subprime			Total residential real estate – (excluding PCI)
Weighted-average interest rate of loans with interest rate reductions – before TDR	7.35		%	5.48		%	5.99		%	8.25		%	6.44		%
Weighted-average interest rate of loans with interest rate reductions – after TDR	3.67			1.48			3.51			3.49			3.20
Weighted-average remaining contractual term (in years) of loans with term or payment extensions – before TDR	18			21			25			23			24
Weighted-average remaining contractual term (in years) of loans with term or payment extensions – after TDR	31			35			35			34			35
Charge-offs recognized upon modification	$	1		$	106		$	44		$	13		$	164
Principal deferred	2			30			109			48			189
Principal forgiven	1			58			7			25			91
Number of loans that redefaulted within one year of modification^(a)	144			801			890			1,601			3,436
Loans that redefaulted within one year of modification^(a)	$	12		$	36		$	262		$	234		$	544

(a) Represents loans modified in TDRs that experienced a payment default in the period presented, and for which the payment default occurred within one year of the modification. The dollar amounts presented represent the balance of such loans at the end of the reporting period in which they defaulted. For residential real estate loans modified in TDRs, payment default is deemed to occur when the loan becomes two contractual payments past due. In the event that a modified loan redefaults, it is probable that the loan will ultimately be liquidated through foreclosure or another similar type of liquidation transaction. Redefaults of loans modified within the last 12 months may not be representative of ultimate redefault levels.

At September 30, 2011, the weighted-average estimated remaining lives of residential real estate loans, excluding PCI loans, modified in TDRs were 6.6 years, 6.1 years, 8.7 years and 6.3 years for senior lien home equity, junior lien home equity, prime mortgage, including option ARMs, and subprime, respectively. The estimated remaining lives of these loans reflect estimated prepayments, both voluntary and involuntary (i.e., foreclosures and other forced liquidations).

149

Other consumer loans

The tables below provide information for other consumer retained loan classes, including auto, business banking and student loans.


	Auto						Business banking						Student and other								Total other consumer								Auto						Business banking						Student and other								Total other consumer
(in millions, except ratios)	Jun 30, 2011			Dec 31, 2010			Jun 30, 2011			Dec 31, 2010			Jun 30, 2011				Dec 31, 2010				Jun 30, 2011				Dec 31, 2010				Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			Sep 30, 2011				Dec 31, 2010				Sep 30, 2011				Dec 31, 2010
Loan delinquency^(a)
Current and less than 30 days past due	$	46,339		$	47,778		$	16,658		$	16,240		$	13,554			$	13,998			$	76,551			$	78,016			$	46,188		$	47,778		$	16,798		$	16,240		$	13,222			$	13,998			$	76,208			$	78,016
30–119 days past due	450			579			299			351			742				795				1,491				1,725				465			579			303			351			804				795				1,572				1,725
120 or more days past due	7			10			184			221			474				518				665				749				6			10			171			221			466				518				643				749
Total retained loans	$	46,796		$	48,367		$	17,141		$	16,812		$	14,770			$	15,311			$	78,707			$	80,490			$	46,659		$	48,367		$	17,272		$	16,812		$	14,492			$	15,311			$	78,423			$	80,490
% of 30+ days past due to total retained loans	0.98		%	1.22		%	2.82		%	3.40		%	1.68		%	^(d)	1.61		%	^(d)	1.51		%	^(d)	1.75		%	^(d)	1.01		%	1.22		%	2.74		%	3.40		%	1.90		%	^(d)	1.61		%	^(d)	1.56		%	^(d)	1.75		%	^(d)
90 or more days past due and still accruing^(b)	$	—		$	—		$	—		$	—		$	558			$	625			$	558			$	625			$	—		$	—		$	—		$	—		$	567			$	625			$	567			$	625
Nonaccrual loans	111			141			770			832			79				67				960				1,040				114			141			756			832			68				67				938				1,040
Geographic region
California	$	4,260		$	4,307		$	1,114		$	851		$	1,286			$	1,330			$	6,660			$	6,488			$	4,335		$	4,307		$	1,211		$	851		$	1,253			$	1,330			$	6,799			$	6,488
New York	3,616			3,875			2,865			2,877			1,267				1,305				7,748				8,057				3,579			3,875			2,745			2,877			1,456				1,305				7,780				8,057
Texas	4,423			4,505			2,612			2,550			1,219				1,273				8,254				8,328
Florida	1,833			1,923			248			220			696				722				2,777				2,865				1,826			1,923			269			220			667				722				2,762				2,865
Illinois	2,413			2,608			1,331			1,320			915				940				4,659				4,868				2,398			2,608			1,340			1,320			871				940				4,609				4,868
Ohio	2,738			2,961			1,602			1,647			970				1,010				5,310				5,618
Texas																													4,397			4,505			2,635			2,550			1,096				1,273				8,128				8,328
New Jersey	1,804			1,842			233			422			488				502				2,525				2,766				1,819			1,842			419			422			472				502				2,710				2,766
Michigan	2,308			2,434			1,387			1,401			699				729				4,394				4,564
Arizona	1,526			1,499			1,190			1,218			366				387				3,082				3,104				1,497			1,499			1,171			1,218			328				387				2,996				3,104
Washington	731			716			142			115			270				279				1,143				1,110				737			716			151			115			255				279				1,143				1,110
Ohio																													2,674			2,961			1,555			1,647			912				1,010				5,141				5,618
Michigan																													2,272			2,434			1,369			1,401			653				729				4,294				4,564
All other	21,144			21,697			4,417			4,191			6,594				6,834				32,155				32,722				21,125			21,697			4,407			4,191			6,529				6,834				32,061				32,722
Total retained loans	$	46,796		$	48,367		$	17,141		$	16,812		$	14,770			$	15,311			$	78,707			$	80,490			$	46,659		$	48,367		$	17,272		$	16,812		$	14,492			$	15,311			$	78,423			$	80,490
Loans by risk ratings^(c)
Noncriticized	$	5,702		$	5,803		$	11,114		$	10,351		NA				NA				$	16,816			$	16,154			$	5,537		$	5,803		$	11,402		$	10,351		NA				NA				$	16,939			$	16,154
Criticized performing	191			265			827			982			NA				NA				1,018				1,247				174			265			780			982			NA				NA				954				1,247
Criticized nonaccrual	1			12			557			574			NA				NA				558				586				1			12			556			574			NA				NA				557				586


(a)	Loans insured by U.S. government agencies under the Federal Family Education Loan Program (“FFELP”) are included in the delinquency classifications presented based on their payment status. Prior-period amounts have been revised to conform to the current-period presentation.


(b)	These amounts represent student loans, which are insured by U.S. government agencies under the FFELP. These amounts were accruing as reimbursement of insured amounts is proceeding normally.


(c)	For risk-rated business banking and auto loans, the primary credit quality indicator is the risk rating of the loan, including whether the loans are considered to be criticized and/or nonaccrual.


(d)	~~June~~September 30, 2011, and December 31, 2010, excluded loans 30 days or more past due and still accruing, which are insured by U.S. government agencies under the FFELP, of $~~968~~995 million and $1.1 billion, respectively. These amounts were excluded as reimbursement of insured amounts is proceeding normally.

~~143~~150

Other consumer impaired loans and loan modifications

The tables below set forth information about the Firm’s other consumer impaired loans, including risk-rated business banking and auto loans that have been placed on nonaccrual status, and ~~any loan~~loans that ~~has~~have been modified in ~~a TDR.~~TDRs.


	Auto				Business banking				Total other consumer^(c)				Auto				Business banking				Total other consumer^(c)
(in millions)	Jun 30, 2011		Dec 31, 2010		Jun 30, 2011		Dec 31, 2010		Jun 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010
Impaired loans
With an allowance	$	88	$	102	$	758	$	774	$	846	$	876	$	86	$	102	$	745	$	774	$	831	$	876
Without an allowance^(a)	1		—		—		—		1		—		1		—		—		—		1		—
Total impaired loans	$	89	$	102	$	758	$	774	$	847	$	876	$	87	$	102	$	745	$	774	$	832	$	876
Allowance for loan losses related to impaired loans	$	12	$	16	$	217	$	248	$	229	$	264	$	12	$	16	$	205	$	248	$	217	$	264
Unpaid principal balance of impaired loans^(b)	122		132		872		899		994		1,031		122		132		858		899		980		1,031
Impaired loans on nonaccrual status	39		50		598		647		637		697		38		50		589		647		627		697


(a)	When 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. This typically occurs when the impaired loans have been partially charged off and/or there have been interest payments received and applied to the loan balance.


(b)	Represents the contractual amount of principal owed at ~~June~~September 30, 2011, and December 31, 2010. The unpaid principal balance differs from the impaired loan balances due to various factors, including charge-offs; interest payments received and applied to the principal balance; net deferred loan fees or costs; and unamortized discounts or premiums on purchased loans.


(c)	There were no impaired student and other loans at ~~June~~September 30, 2011, and December 31, 2010.

The following table presents average impaired ~~loans.~~loans for the periods presented.


	Average impaired loans^(b)								Average impaired loans^(b)
	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Auto	$	92	$	130	$	95	$	128	$	88	$	117	$	93	$	125
Business banking	764		646		768		578		751		786		762		647
Total other consumer^(a)	$	856	$	776	$	863	$	706	$	839	$	903	$	855	$	772

~~(a) There were no student and other loans modified in TDRs at~~ ~~June 30, 2011~~ ~~and 2010.~~

~~(b) The related interest income on impaired loans, including those on cash basis, was not material for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June~~


(a)	There were no impaired student and other loans at September 30, 2011 and 2010.


(b)	The related interest income on impaired loans, including those on a cash basis, was not material for the three and nine months ended September 30, 2011 and 2010.

Loan modifications

The following table provides information about the Firm’s other consumer loans modified in TDRs. ~~These TDR loans~~All of these TDRs are ~~included~~reported as impaired loans in the tables above.


	Auto				Business banking				Total other consumer^(c)				Auto				Business banking				Total other consumer^(c)
(in millions)	June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Loans modified in troubled debt restructurings^(a)(b)	$	88	$	91	$	429	$	395	$	517	$	486	$	86	$	91	$	430	$	395	$	516	$	486
TDRs on nonaccrual status	38		39		269		268		307		307		37		39		274		268		311		307


(a)	These modifications generally provided interest rate concessions to the borrower or deferral of principal repayments.


(b)	Additional commitments to lend to borrowers whose loans have been modified in TDRs as of ~~June~~September 30, 2011, and December 31, 2010, were immaterial.


(c)	There were no student and other loans modified in TDRs at ~~June~~September 30, 2011, and December 31, 2010.

For a detailed discussion on how loans are modified in TDRs, see Note 14 on pages 221–222 of the Firm’s 2010 Annual Report.

~~144~~151

TDR activity rollforward

The following table reconciles the beginning and ending balances of other consumer loans modified in TDRs for the periods presented.



	Three months ended September 30, 2011									Nine months ended September 30, 2011
(in millions)	Auto			Business banking			Total other consumer			Auto			Business banking			Total other consumer
Beginning balance of TDRs	$	88		$	429		$	517		$	91		$	395		$	486
New TDRs	13			48			61			38			166			204
Charge-offs	(1		)	(5		)	(6		)	(4		)	(7		)	(11		)
Foreclosures and other liquidations	—			(1		)	(1		)	—			(3		)	(3		)
Principal payments and other	(14		)	(41		)	(55		)	(39		)	(121		)	(160		)
Ending balance of TDRs	$	86		$	430		$	516		$	86		$	430		$	516

Financial effects of modifications and redefaults

For auto loans, TDRs typically occur in connection with the bankruptcy of the borrower. In these cases, the loan is modified with a revised repayment plan that typically incorporates interest rate reductions and, to a lesser extent, principal forgiveness.

For business banking loans, concessions are dependent on individual borrower circumstances and can be of a short-term nature for borrowers who need temporary relief or longer term for borrowers experiencing more fundamental financial difficulties. Concessions are predominantly term or payment extensions, but also may include interest rate reductions.

For the three months and nine months ended September 30, 2011, the interest rates on auto loans modified in TDRs during the periods were reduced on average from 12.5% to 5.1% and from 11.9% to 5.5%, respectively, and the interest rates on business banking loans modified in TDRs during the periods were reduced on average from 7.5% to 5.3% and from 7.5% to 5.5%, respectively. For business banking loans, the weighted-average remaining term of all loans modified in TDRs during the three months and nine months ended September 30, 2011, increased from 0.8 years to 2.0 years and from 1.4 years to 2.5 years, respectively. For all periods presented, principal forgiveness related to auto loans was immaterial.

The balances of business banking loans modified in TDRs that experienced a payment default in the three months and nine months ended September 30, 2011, and for which the payment default occurred within one year of the modification, were $19 million and $64 million, respectively; the corresponding balances of redefaulted auto loans modified in TDRs were insignificant. A payment default is deemed to occur as follows: (1) for scored auto and business banking loans, when the loan is two payments past due; and (2) for risk-rated business banking loans and auto loans, when the borrower has not made a loan payment by its scheduled due date after giving effect to any contractual grace period.

152

Purchased credit-impaired (“PCI”) loans

For a detailed discussion of PCI loans, including the related accounting policies, see Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.

Residential real estate – PCI loans

The table below sets forth information about the Firm’s consumer, excluding credit card PCI loans.


	Home equity						Prime mortgage						Subprime mortgage						Option ARMs						Total PCI						Home equity						Prime mortgage						Subprime mortgage						Option ARMs						Total PCI
(in millions, except ratios)	Jun 30, 2011			Dec 31, 2010			Jun 30, 2011			Dec 31, 2010			Jun 30, 2011			Dec 31, 2010			Jun 30, 2011			Dec 31, 2010			Jun 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010
Carrying value^(a)	$	23,535		$	24,459		$	16,200		$	17,322		$	5,187		$	5,398		$	24,072		$	25,584		$	68,994		$	72,763		$	23,105		$	24,459		$	15,626		$	17,322		$	5,072		$	5,398		$	23,325		$	25,584		$	67,128		$	72,763
Related allowance for loan losses^(b)	1,583			1,583			1,766			1,766			98			98			1,494			1,494			4,941			4,941			1,583			1,583			1,766			1,766			98			98			1,494			1,494			4,941			4,941
Loan delinquency (based on unpaid principal balance)
Current and less than 30 days past due	$	24,223		$	25,783		$	12,396		$	13,035		$	4,364		$	4,312		$	18,208		$	18,672		$	59,191		$	61,802		$	23,450		$	25,783		$	12,250		$	13,035		$	4,431		$	4,312		$	18,116		$	18,672		$	58,247		$	61,802
30–149 days past due	1,114			1,348			1,129			1,468			793			1,020			1,636			2,215			4,672			6,051			1,141			1,348			1,056			1,468			780			1,020			1,551			2,215			4,528			6,051
150 or more days past due	1,274			1,181			3,948			4,425			2,520			2,710			8,601			9,904			16,343			18,220			1,209			1,181			3,376			4,425			2,226			2,710			7,496			9,904			14,307			18,220
Total loans	$	26,611		$	28,312		$	17,473		$	18,928		$	7,677		$	8,042		$	28,445		$	30,791		$	80,206		$	86,073		$	25,800		$	28,312		$	16,682		$	18,928		$	7,437		$	8,042		$	27,163		$	30,791		$	77,082		$	86,073
% of 30+ days past due to total loans	8.97		%	8.93		%	29.06		%	31.13		%	43.15		%	46.38		%	35.99		%	39.36		%	26.20		%	28.20		%	9.11		%	8.93		%	26.57		%	31.13		%	40.42		%	46.38		%	33.31		%	39.36		%	24.44		%	28.20		%
Current estimated LTV ratios (based on unpaid principal balance)^(c)(d)(e)
Greater than 125% and refreshed FICO scores:
Equal to or greater than 660	$	6,066		$	6,289		$	2,168		$	2,400		$	450		$	432		$	2,377		$	2,681		$	11,061		$	11,802		$	5,463		$	6,289		$	1,996		$	2,400		$	451		$	432		$	2,211		$	2,681		$	10,121		$	11,802
Less than 660	3,635			4,043			2,604			2,744			2,072			2,129			5,595			6,330			13,906			15,246			3,329			4,043			2,215			2,744			1,940			2,129			4,630			6,330			12,114			15,246
101% to 125% and refreshed FICO scores:
Equal to or greater than 660	5,733			6,053			3,466			3,815			424			424			4,016			4,292			13,639			14,584			5,569			6,053			3,516			3,815			429			424			4,002			4,292			13,516			14,584
Less than 660	2,546			2,696			2,814			3,011			1,661			1,663			4,695			5,005			11,716			12,375			2,480			2,696			2,620			3,011			1,585			1,663			4,260			5,005			10,945			12,375
80% to 100% and refreshed FICO scores:
Equal to or greater than 660	3,704			3,995			1,870			1,970			341			374			3,849			4,152			9,764			10,491			3,839			3,995			1,852			1,970			385			374			4,015			4,152			10,091			10,491
Less than 660	1,383			1,482			1,690			1,857			1,365			1,477			3,418			3,551			7,856			8,367			1,414			1,482			1,620			1,857			1,302			1,477			3,344			3,551			7,680			8,367
Lower than 80% and refreshed FICO scores:
Equal to or greater than 660	2,503			2,641			1,306			1,443			178			186			2,163			2,281			6,150			6,551			2,618			2,641			1,347			1,443			200			186			2,357			2,281			6,522			6,551
Less than 660	1,041			1,113			1,555			1,688			1,186			1,357			2,332			2,499			6,114			6,657			1,088			1,113			1,516			1,688			1,145			1,357			2,344			2,499			6,093			6,657
Total unpaid principal balance	$	26,611		$	28,312		$	17,473		$	18,928		$	7,677		$	8,042		$	28,445		$	30,791		$	80,206		$	86,073		$	25,800		$	28,312		$	16,682		$	18,928		$	7,437		$	8,042		$	27,163		$	30,791		$	77,082		$	86,073
Geographic region (based on unpaid principal balance)
California	$	16,002		$	17,012		$	9,981		$	10,891		$	1,824		$	1,971		$	14,811		$	16,130		$	42,618		$	46,004		$	15,522		$	17,012		$	9,486		$	10,891		$	1,729		$	1,971		$	14,111		$	16,130		$	40,848		$	46,004
New York	1,245			1,316			1,064			1,111			721			736			1,623			1,703			4,653			4,866			1,208			1,316			1,037			1,111			716			736			1,592			1,703			4,553			4,866
Texas	487			525			176			194			420			435			147			155			1,230			1,309
Florida	2,449			2,595			1,407			1,519			880			906			3,581			3,916			8,317			8,936			2,374			2,595			1,332			1,519			845			906			3,375			3,916			7,926			8,936
Illinois	591			627			535			562			427			438			741			760			2,294			2,387			575			627			526			562			421			438			719			760			2,241			2,387
Ohio	34			38			86			91			119			122			119			131			358			382
Texas																															472			525			173			194			414			435			144			155			1,203			1,309
New Jersey	506			540			467			486			308			316			1,020			1,064			2,301			2,406			489			540			458			486			302			316			987			1,064			2,236			2,406
Michigan	88			95			255			279			199			214			297			345			839			933
Arizona	504			539			299			359			145			165			441			528			1,389			1,591			485			539			271			359			133			165			387			528			1,276			1,591
Washington	1,445			1,535			422			451			174			178			704			745			2,745			2,909			1,406			1,535			402			451			167			178			673			745			2,648			2,909
Ohio																															33			38			83			91			116			122			115			131			347			382
Michigan																															84			95			246			279			192			214			285			345			807			933
All other	3,260			3,490			2,781			2,985			2,460			2,561			4,961			5,314			13,462			14,350			3,152			3,490			2,668			2,985			2,402			2,561			4,775			5,314			12,997			14,350
Total unpaid principal balance	$	26,611		$	28,312		$	17,473		$	18,928		$	7,677		$	8,042		$	28,445		$	30,791		$	80,206		$	86,073		$	25,800		$	28,312		$	16,682		$	18,928		$	7,437		$	8,042		$	27,163		$	30,791		$	77,082		$	86,073


(a)	Carrying value includes the effect of fair value adjustments that were applied to the consumer PCI portfolio at the date of acquisition.


(b)	Management concluded as part of the Firm’s regular assessment of the PCI loan pools that it was probable that higher expected principal credit losses would result in a decrease in expected cash flows. As a result, an allowance for loan losses for impairment of these pools has been recognized.

(c)


(d)	Refreshed FICO scores represent each borrower’s most recent credit score obtained by the Firm. The Firm obtains refreshed FICO scores at least quarterly.


(e)	For home equity loans, prior-period amounts have been ~~restated~~revised to conform towith the current-period presentation.

~~145~~153

Approximately 20% of the PCI home equity portfolio are senior lien loans; the remaining balance are junior lien HELOANs or HELOCs. The following table represents delinquency statistics for junior lien home equity loans based on unpaid principal balance as of September 30, 2011, and December 31, 2010.



	Delinquencies
September 30, 2011 (in millions, except ratios)	30–89 days past due		90–149 days past due		150+ days past due		Total loans		Total 30+ day delinquency rate
HELOCs:^(a)
Within the revolving period^(b)	$	525	$	293	$	506	$	18,885	7.01	%
Within the required amortization period^(c)	14		6		2		337		6.53
HELOANs	56		33		47		1,389		9.79
Total	$	595	$	332	$	555	$	20,611	7.19	%



	Delinquencies
December 31, 2010 (in millions, except ratios)	30–89 days past due		90–149 days past due		150+ days past due		Total loans		Total 30+ day delinquency rate
HELOCs:^(a)
Within the revolving period^(b)	$	601	$	404	$	428	$	21,172	6.77	%
Within the required amortization period^(c)	1		—		1		37		5.41
HELOANs	79		49		46		1,573		11.06
Total	$	681	$	453	$	475	$	22,782	7.06	%


(a)	In general, HELOCs are open-ended, revolving loans for a 10-year period, after which time the HELOC converts to a loan with a 20-year amortization period.


(b)	Substantially all undrawn HELOCs within the revolving period have been closed.


(c)	Predominantly all of these loans have been modified to provide a more affordable payment to the borrower.

The table below sets forth the accretable yield activity for the Firm’s PCI consumer loans for the ~~six~~three and nine months ended ~~June~~September 30, 2011 and 2010, and represents the Firm’s estimate of gross interest income expected to be earned over the remaining life of the PCI loan portfolios. This table excludes the cost to fund the PCI portfolios, and therefore does not represent net interest income expected to be earned on these portfolios.


	Total PCI												Total PCI
	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions, except ratios)	2011			2010			2011			2010
(in millions, except rates)													2011			2010			2011			2010
Beginning balance	$	18,816		$	20,571		$	19,097		$	25,544		$	18,083		$	19,621		$	19,097		$	25,544
Accretion into interest income	(706		)	(787		)	(1,410		)	(1,673		)	(685		)	(772		)	(2,095		)	(2,445		)
Changes in interest rates on variable-rate loans	(181		)	(333		)	(213		)	(727		)	(159		)	(57		)	(372		)	(784		)
Other changes in expected cash flows^(a)	154			170			609			(3,523		)	1,213			2,864			1,822			(659		)
Balance at June 30	$	18,083		$	19,621		$	18,083		$	19,621
Balance at September 30													$	18,452		$	21,656		$	18,452		$	21,656
Accretable yield percentage	4.36		%	4.20		%	4.32		%	4.39		%	4.31		%	4.20		%	4.32		%	4.33		%

(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 ~~six~~three months ended ~~June~~September 30, 2011,, other changes in expected cash flows were predominately driven by the impact of modifications. For the nine months ended September 30, 2011, other changes in expected cash flows were largely driven by the impact of modifications, but also related to changes in prepayment assumptions. For the three months ended September 30, 2010, other changes in expected cash flows were principally driven by changes in prepayment ~~assumptions.~~assumptions and modeling refinements related to modified loans. For the ~~six~~nine months ended ~~June~~September 30, 2010,, other changes in expected cash flows were principally driven by changes in prepayment assumptions, as well as reclassification to the nonaccretable difference.Changes to prepayment assumptions change the expected remaining life of the portfolio, which drives changes in expected future interest cash collections. Such changes do not have a significant 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 for variable-rate products such as option ARM and home equity loans; and (ii) changes in prepayment assumptions.

Since the date of acquisition, 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.

~~146~~154

Credit card loan portfolio

The credit card portfolio segment includes credit card loans originated and purchased by the Firm, including those acquired in the Washington Mutual transaction. Delinquency rates are the primary credit quality indicator for credit card loans. ~~In addition to delinquency rates, the~~The geographic distribution of the loans provides insight as to the credit quality of the portfolio based on the regional economy.

~~The~~ While the borrower’s credit score is ~~another~~a further general indicator of credit ~~quality. Because~~quality, because the credit score tends to be a lagging indicator, ~~of credit quality,~~ the Firm does not use credit scores as a primary indicator of credit quality. For more information on credit quality indicators, see Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report. The Firm generally originates new card accounts to prime consumer borrowers. However, certain cardholders’ ~~refreshed~~ FICO scores may change over time, depending on the performance of the cardholder and changes in credit score technology.

The table below sets forth information about the Firm’s Credit Card loans.


	Chase, excluding Washington Mutual portfolio^(c)						Washington Mutual portfolio^(c)						Total credit card						Chase, excluding Washington Mutual portfolio^(c)						Washington Mutual portfolio^(c)						Total credit card^(c)
(in millions, except ratios)	Jun 30, 2011			Dec 31, 2010			Jun 30, 2011			Dec 31, 2010			Jun 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010			Sep 30, 2011			Dec 31, 2010
Loan delinquency^(a)
Current and less than 30 days past due and still accruing	$	110,676		$	117,248		$	11,107		$	12,670		$	121,783		$	129,918		$	112,636		$	117,248		$	10,723		$	12,670		$	123,359		$	129,918
30 - 89 days past due and still accruing	1,487			2,092			301			459			1,788			2,551
30–89 days past due and still accruing																			1,547			2,092			315			459			1,862			2,551
90 or more days past due and still accruing	1,601			2,449			349			604			1,950			3,053			1,487			2,449			331			604			1,818			3,053
Nonaccrual loans	2			2			—			—			2			2			2			2			—			—			2			2
Total retained loans	$	113,766		$	121,791		$	11,757		$	13,733		$	125,523		$	135,524		$	115,672		$	121,791		$	11,369		$	13,733		$	127,041		$	135,524
Loan delinquency ratios
% of 30 plus days past due to total retained loans	2.71		%	3.73		%	5.53		%	7.74		%	2.98		%	4.14		%
% of 90 plus days past due to total retained loans	1.41			2.01			2.97			4.40			1.55			2.25
% of 30+ days past due to total retained loans																			2.62		%	3.73		%	5.68		%	7.74		%	2.90		%	4.14		%
% of 90+ days past due to total retained loans																			1.29			2.01			2.91			4.40			1.43			2.25
Credit card loans by geographic region
California	$	14,421		$	15,454		$	2,256		$	2,650		$	16,677		$	18,104		$	14,695		$	15,454		$	2,181		$	2,650		$	16,876		$	18,104
New York	9,000			9,540			885			1,032			9,885			10,572			9,300			9,540			861			1,032			10,161			10,572
Texas	8,812			9,217			868			1,006			9,680			10,223			8,985			9,217			841			1,006			9,826			10,223
Florida	6,192			6,724			987			1,165			7,179			7,889			6,310			6,724			951			1,165			7,261			7,889
Illinois	6,648			7,077			466			542			7,114			7,619			6,802			7,077			453			542			7,255			7,619
New Jersey	4,743			5,070			422			494			5,165			5,564			4,913			5,070			409			494			5,322			5,564
Ohio	4,622			5,035			343			401			4,965			5,436			4,684			5,035			330			401			5,014			5,436
Pennsylvania	4,123			4,521			364			424			4,487			4,945			4,194			4,521			354			424			4,548			4,945
Michigan	3,595			3,956			233			273			3,828			4,229			3,669			3,956			226			273			3,895			4,229
Virginia	2,841			3,020			254			295			3,095			3,315			2,882			3,020			245			295			3,127			3,315
Georgia	2,596			2,834			339			398			2,935			3,232			2,625			2,834			325			398			2,950			3,232
Washington	1,959			2,053			380			438			2,339			2,491			2,006			2,053			369			438			2,375			2,491
All other	44,214			47,290			3,960			4,615			48,174			51,905			44,607			47,290			3,824			4,615			48,431			51,905
Total retained loans	$	113,766		$	121,791		$	11,757		$	13,733		$	125,523		$	135,524		$	115,672		$	121,791		$	11,369		$	13,733		$	127,041		$	135,524
Percentage of portfolio based on carrying value with estimated refreshed FICO scores^(b)
Equal to or greater than 660	82.7		%	80.6		%	60.4		%	56.4		%	80.4		%	77.9		%	83.6		%	80.6		%	61.6		%	56.4		%	81.5		%	77.9		%
Less than 660	17.3			19.4			39.6			43.6			19.6			22.1			16.4			19.4			38.4			43.6			18.5			22.1

(a)

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 ~~Federal Financial Institutions Examination Council (“FFIEC"),~~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)	Refreshed FICO scores are estimated based on a statistically significant random sample of credit card accounts in the credit card portfolio for the period shown. The Firm obtains refreshed FICO scores at least quarterly.


(c)	Includes billed finance charges and fees net of an allowance for uncollectible amounts.

~~147~~155

Credit card impaired loans and loan modifications

For a detailed discussion of impaired credit card loans, including credit card loan modifications, see Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.

The tables below set forth information about the Firm’s impaired credit card loans. All of these loans are considered to be impaired as they have been modified in TDRs. ~~Based on historical experience, the estimated weighted-average ultimate default rate for modified credit card loans was~~ ~~37.40%~~ ~~at June 30, 2011 and~~ ~~36.45%~~ ~~at December 31, 2010.~~


	Chase, excluding Washington Mutual portfolio				Washington Mutual portfolio				Total credit card				Chase, excluding Washington Mutual portfolio				Washington Mutual portfolio				Total credit card
(in millions)	Jun 30, 2011		Dec 31, 2010		Jun 30, 2011		Dec 31, 2010		Jun 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010
Impaired loans with an allowance^(a)(b)
Credit card loans with modified payment terms^(c)	$	5,820	$	6,685	$	1,345	$	1,570	$	7,165	$	8,255	$	5,373	$	6,685	$	1,225	$	1,570	$	6,598	$	8,255
Modified credit card loans that have reverted to pre-modification payment terms^(d)	1,083		1,439		236		311		1,319		1,750		998		1,439		224		311		1,222		1,750
Total impaired loans	$	6,903	$	8,124	$	1,581	$	1,881	$	8,484	$	10,005	$	6,371	$	8,124	$	1,449	$	1,881	$	7,820	$	10,005
Allowance for loan losses related to impaired loans	$	2,765	$	3,175	$	686	$	894	$	3,451	$	4,069	$	2,447	$	3,175	$	605	$	894	$	3,052	$	4,069


(a)	The carrying value and the unpaid principal balance are the same for credit card impaired loans.


(b)	There were no impaired loans without an allowance.


(c)	Represents credit card loans outstanding to borrowers enrolled in a credit card modification program as of the date presented.

(d)

Represents credit card loans that were modified in TDRs but that have subsequently reverted back to the loans’ pre-modification payment terms. At ~~June~~September 30, 2011, and December 31, 2010, approximately $~~850~~804 million and $1.2 billion, respectively, of loans have reverted back to the pre-modification payment terms of the loans due to noncompliance with the terms of the modified loans. ABased on the Firm’s historical experience a substantial portion of these loans is expected to be charged-off in accordance with the Firm’s standard charge-off policy. The remaining $~~469~~418 million and $590 million at ~~June~~September 30, 2011, and December 31, 2010, respectively, of these loans are to borrowers who have successfully completed a short-term modification program. The Firm continues to report these loans as TDRs since the borrowers’ credit lines remain closed.

The following table presents average balances of impaired credit card loans and interest income recognized on those loans.


	Average impaired loans								Interest income on impaired loans^(a)								Average impaired loans								Interest income on impaired loans^(a)
	Three months ended June 30,				Six months ended June 30,				Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010		2011		2010
Chase, excluding Washington Mutual portfolio	$	7,205	$	8,965	$	7,456	$	8,938	$	94	$	121	$	195	$	240	$	6,629	$	8,743	$	7,178	$	8,872	$	87	$	123	$	282	$	363
Washington Mutual portfolio	1,659		2,022		1,721		1,997		27		31		56		62		1,513		2,002		1,651		1,998		24		32		80		94
Total credit card	$	8,864	$	10,987	$	9,177	$	10,935	$	121	$	152	$	251	$	302	$	8,142	$	10,745	$	8,829	$	10,870	$	111	$	155	$	362	$	457

(a)

As permitted by regulatory guidance, credit card loans are generally exempt from being placed on nonaccrual status; accordingly, interest and fees related to credit card loans continue to accrue until the loan is charged off or paid in full. However, the Firm separately establishes an allowance for the estimated uncollectible portion of billed and accrued interest and fee income on credit card loans.

Loan modifications

JPMorgan Chase may offer one of a number of loan modification programs to credit card borrowers who are experiencing financial difficulty. The Firm has short-term programs for borrowers who may be in need of temporary relief, and long-term programs for borrowers who are experiencing a more fundamental level of financial difficulties. Most of the credit card loans have been modified under long-term programs. Modifications under long-term programs involve placing the customer on a fixed payment plan, generally for 60 months. Modifications under all short- and long-term programs typically include reducing the interest rate on the credit card. Certain borrowers enrolled in a short-term modification program may be given the option to re-enroll in a long-term program. Substantially all modifications are considered to be TDRs.

~~148~~156

The following tables provide information regarding the nature and extent of modifications of credit card loans for the periods presented.

New enrollments



	September 30, 2011
	Chase, excluding Washington Mutual portfolio				Washington Mutual portfolio				Total credit card
(in millions)	Short-term programs		Long-term programs		Short-term programs		Long-term programs		Short-term programs		Long-term programs
Three months ended	$	30	$	470	$	6	$	98	$	36	$	568
Nine months ended	104		1,652		20		361		124		2,013

Financial effects of modifications and redefaults

The following tables provide information about the financial effects of the concessions granted on credit card loans modified in TDRs and redefaults for the periods presented.



	Three months ended September 30, 2011
(in millions, except weighted-average data)	Chase, excluding Washington Mutual portfolio			Washington Mutual portfolio			Total credit card
Weighted-average interest rate of loans – before TDR	14.79		%	21.20		%	15.89		%
Weighted-average interest rate of loans – after TDR	5.00			6.36			5.23
Loans that redefaulted within one year of modification ^(a)	$	125		$	29		$	154



	Nine months ended September 30, 2011
(in millions, except weighted-average data)	Chase, excluding Washington Mutual portfolio			Washington Mutual portfolio			Total credit card
Weighted-average interest rate of loans – before TDR	14.98		%	21.51		%	16.15		%
Weighted-average interest rate of loans – after TDR	4.98			6.33			5.22
Loans that redefaulted within one year of modification^(a)	$	454		$	104		$	558


(a)	Represents loans modified in TDRs that experienced a payment default in the period presented, and for which the payment default occurred within one year of the modification. The amounts presented represent the balance of such loans as of the end of the quarter in which they defaulted.

For credit card loans modified in TDRs, payment default is deemed to have occurred when the loans become two payments past due. At the time of default, a loan is removed from the modification program and reverts back to its pre-modification terms. Based on historical experience, a substantial portion of these loans are expected to be charged-off in accordance with the Firm’s standard charge-off policy. Also based on historical experience, the estimated weighted-average ultimate default rate for modified credit card loans was 36.22% at September 30, 2011, and 36.45% at December 31, 2010.

157

NOTE 14 – ALLOWANCE FOR CREDIT LOSSES

For a detailed discussion of the allowance for credit losses and the related accounting policies, see Note 15 on pages 239–243 of JPMorgan Chase’s 2010 Annual Report.

Allowance for credit losses and loans and lending-related commitments by impairment methodology

The table below summarizes information about the allowance for loan losses and the loans by impairment methodology.


	2011													2010													2011													2010
Six months ended June 30, (in millions)	Wholesale			Consumer, excluding credit card				Credit card			Total			Wholesale			Consumer, excluding credit card				Credit card			Total
Nine months ended September 30, (in millions)																											Wholesale			Consumer, excluding credit card				Credit card			Total			Wholesale			Consumer, excluding credit card				Credit card			Total
Allowance for loan losses
Beginning balance at January 1,	$	4,761		$	16,471			$	11,034		$	32,266		$	7,145		$	14,785			$	9,672		$	31,602		$	4,761		$	16,471			$	11,034		$	32,266		$	7,145		$	14,785			$	9,672		$	31,602
Cumulative effect of change in accounting principles^(a)	—			—				—			—			14			127				7,353			7,494			—			—				—			—			14			127				7,353			7,494
Gross charge-offs	387			2,817				4,762			7,966			1,278			4,429				8,945			14,652			485			4,109				6,527			11,121			1,575			6,106				12,430			20,111
Gross recoveries	(142		)	(275		)		(726		)	(1,143		)	(88		)	(228		)		(712		)	(1,028		)	(391		)	(408		)		(992		)	(1,791		)	(119		)	(359		)		(1,064		)	(1,542		)
Net charge-offs	245			2,542				4,036			6,823			1,190			4,201				8,233			13,624			94			3,701				5,535			9,330			1,456			5,747				11,366			18,569
Provision for loan losses	(414		)	2,446				1,036			3,068			(812		)	5,450				5,733			10,371			(347		)	3,731				2,035			5,419			(750		)	6,999				7,366			13,615
Other	(11		)	12				8			9			(9		)	3				(1		)	(7		)	(18		)	19				(6		)	(5		)	10			5				4			19
Ending balance at June 30,	$	4,091		$	16,387			$	8,042		$	28,520		$	5,148		$	16,164			$	14,524		$	35,836
Ending balance at September 30,																											$	4,302		$	16,520			$	7,528		$	28,350		$	4,963		$	16,169			$	13,029		$	34,161
Allowance for loan losses by impairment methodology
Asset-specific^(b)(c)(d)	$	749		$	1,049			$	3,451		$	5,249		$	1,324		$	1,091			$	4,846		$	7,261		$	670		$	1,016			$	3,052		$	4,738		$	1,246		$	1,088			$	4,573		$	6,907
Formula-based^(d)	3,342			10,397				4,591			18,330			3,824			12,262				9,678			25,764			3,632			10,563				4,476			18,671			3,717			12,270				8,456			24,443
PCI	—			4,941				—			4,941			—			2,811				—			2,811			—			4,941				—			4,941			—			2,811				—			2,811
Total allowance for loan losses	$	4,091		$	16,387			$	8,042		$	28,520		$	5,148		$	16,164			$	14,524		$	35,836		$	4,302		$	16,520			$	7,528		$	28,350		$	4,963		$	16,169			$	13,029		$	34,161
Loans by impairment methodology
Asset-specific	$	3,380		$	7,858			$	8,484		$	19,722		$	5,661		$	5,428			$	10,887		$	21,976		$	3,053		$	9,096			$	7,820		$	19,969		$	5,689		$	6,025			$	10,562		$	22,276
Formula-based	240,790			238,317				117,039			596,146			207,232			256,900				132,107			596,239			252,713			233,880				119,221			605,814			211,816			252,254				125,874			589,944
PCI	54			68,994				—			69,048			94			76,901				—			76,995			33			67,128				—			67,161			77			74,752				—			74,829
Total retained loans	$	244,224		$	315,169			$	125,523		$	684,916		$	212,987		$	339,229			$	142,994		$	695,210		$	255,799		$	310,104			$	127,041		$	692,944		$	217,582		$	333,031			$	136,436		$	687,049

Impaired collateral-dependent loans
Net charge-offs^(e)	$	59		$	53			$	—		$	112		$	297		$	227			$	—		$	524		$	73		$	79			$	—		$	152		$	473		$	274			$	—		$	747
Loans measured at fair value of collateral less cost to sell^(e)	1,144			863			^(f)	—			2,007			2,064			801			^(f)	—			2,865			997			847			^(f)	—			1,844			1,798			833			^(f)	—			2,631

(a)

Effective January 1, 2010, the Firm adopted accounting guidance related to ~~VIEs.~~variable interest entities (“VIEs”). Upon adoption of the 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, respectively, of allowance for loan losses were recorded on-balance sheet with the consolidation of these entities. For further discussion, see Note 16 on pages 244–259 of JPMorgan Chase’s 2010 Annual Report.


(b)	Relates to risk-rated loans that have been placed on nonaccrual status and loans that have been modified in a troubled debt restructuring.


(c)	At ~~June~~September 30, 2011 and 2010, the asset-specific consumer excluding credit card allowance for loan losses included ~~troubled debt restructuring~~TDR reserves of $~~962~~930 million and $~~946~~980 million, respectively. The asset-specific credit card allowance for loan losses is related to loans modified in TDRs.


(d)	At ~~June~~September 30, 2011 and 2010, the Firm’s allowance for loan losses on all impaired credit card loans was reclassified to the asset-specific allowance. This reclassification has no incremental impact on the Firm’s allowance for loan losses. Prior periods have been revised to reflect the current presentation.


(e)	Prior periods have been revised to conform with the current presentation.


(f)	Includes collateral-dependent residential mortgage loans that are charged off to the fair value of the underlying collateral less cost to sell. These loans are considered collateral-dependent under regulatory guidance because they involve modifications where an interest-only period is provided or a significant portion of principal is deferred.

~~149~~158

The table below summarizes information about the allowance for lending-related commitments and lending-related commitments by impairment methodology.


	2011										2010											2011										2010
Six months ended June 30, (in millions)	Wholesale			Consumer, excluding credit card		Credit Card		Total			Wholesale			Consumer, excluding credit card			Credit Card		Total
Nine months ended September 30, (in millions)																						Wholesale			Consumer, excluding credit card		Credit Card		Total			Wholesale			Consumer, excluding credit card			Credit Card		Total
Allowance for lending-related commitments
Beginning balance at January 1,	$	711		$	6	$	—	$	717		$	927		$	12		$	—	$	939		$	711		$	6	$	—	$	717		$	927		$	12		$	—	$	939
Cumulative effect of change in accounting principles^(a)	—			—		—		—			(18		)	—			—		(18		)	—			—		—		—			(18		)	—			—		(18		)
Provision for lending-related commitments	(89		)	—		—		(89		)	4			(2		)	—		2			(29		)	—		—		(29		)	(14		)	(5		)	—		(19		)
Other	(2		)	—		—		(2		)	(11		)	—			—		(11		)	(2		)	—		—		(2		)	(29		)	—			—		(29		)
Ending balance at June 30,	$	620		$	6	$	—	$	626		$	902		$	10		$	—	$	912
Ending balance at September 30,																						$	680		$	6	$	—	$	686		$	866		$	7		$	—	$	873
Allowance for lending-related commitments by impairment methodology
Asset-specific	$	144		$	—	$	—	$	144		$	248		$	—		$	—	$	248		$	156		$	—	$	—	$	156		$	267		$	—		$	—	$	267
Formula-based	476			6		—		482			654			10			—		664			524			6		—		530			599			7			—		606
Total allowance for lending-related commitments	$	620		$	6	$	—	$	626		$	902		$	10		$	—	$	912		$	680		$	6	$	—	$	686		$	866		$	7		$	—	$	873
Lending-related commitments by impairment methodology
Asset-specific	$	793		$	—	$	—	$	793		$	1,195		$	—		$	—	$	1,195		$	705		$	—	$	—	$	705		$	1,344		$	—		$	—	$	1,344
Formula-based	364,896			64,649		535,625		965,170			323,357			69,499			550,442		943,298			378,977			64,581		528,830		972,388			337,268			68,275			547,195		952,738
Total lending-related commitments	$	365,689		$	64,649	$	535,625	$	965,963		$	324,552		$	69,499		$	550,442	$	944,493		$	379,682		$	64,581	$	528,830	$	973,093		$	338,612		$	68,275		$	547,195	$	954,082


(a)	Effective January 1, 2010, the Firm adopted accounting guidance related to VIEs. Upon adoption of the guidance, the Firm consolidated its administered multi-seller conduits. As a result, related assets are now primarily recorded in loans and other assets on the Consolidated Balance Sheets.

~~150~~159

NOTE 15 – VARIABLE INTEREST ENTITIES

For a further description of JPMorgan Chase’s accounting policies regarding consolidation of VIEs, and a detailed discussion of the Firm’s principal involvement with VIEs, see Note 1 on pages 164–165, and Note 16 on pages 244–259, respectively, of JPMorgan Chase’s 2010 Annual Report.

The following table summarizes the most significant types of Firm-sponsored VIEs by business segment.



Line-of-Business	Transaction Type	Activity	Form 10-Q page reference
Card ~~Services~~	Credit card securitization trusts	Securitization of both originated and purchased credit card receivables	~~151~~160
	Other securitization trusts	Securitization of originated automobile and student loans	160–161
RFS	Mortgage ~~and other~~ securitization trusts	Securitization of originated and purchased residential mortgages ~~automobile and student loans~~	~~151–153~~160–161
IB	Mortgage and other securitization trusts	Securitization of both originated and purchased residential and commercial mortgages, automobile and student loans	~~151–153~~160–161
	Multi-seller conduits Investor intermediation activities:	Assist clients in accessing the financial markets in a cost-efficient manner and structures transactions to meet investor needs	~~153~~162
	Municipal bond vehicles		~~153–154~~162–163
	Credit-related note and asset swap vehicles		~~154~~163

The Firm also invests in and provides financing and other services to VIEs sponsored by third parties, as described on ~~page 154~~pages 163–164 of this Note and on page 253 of JPMorgan Chase’s 2010 Annual Report.

Significant Firm-sponsored variable interest entities

Credit card securitizations

For a more detailed discussion of JPMorgan Chase’s involvement with credit card securitizations, see pages 245–246 of JPMorgan Chase’s 2010 Annual Report.

As a result of the Firm’s continuing involvement, the Firm is considered to be the primary beneficiary of its Firm-sponsored credit card securitization trusts. This includes the Firm’s primary card securitization trust, Chase Issuance Trust. The Firm consolidated $~~52.7~~50.1 billion and $68.5 billion of assets held by Firm-sponsored credit-card securitization trusts and $~~35.7~~32.2 billion and $44.3 billion of beneficial interests issued to third parties at ~~June~~September 30, 2011, and December 31, 2010.

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.

Firm-sponsored mortgage and other securitization trusts

For a detailed description of the Firm’s involvement with Firm-sponsored mortgage and other securitization trusts, as well as the accounting treatment related to such trusts, see Note 16 on page 246 of JPMorgan Chase’s 2010 Annual Report.

The following table presents the total unpaid principal amount of assets held in Firm-sponsored securitization entities in which the Firm has continuing involvement, including those that are consolidated or not consolidated by the Firm. 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 does not equal the assets held in nonconsolidated VIEs because of the existence of beneficial interests held by third parties, which are reflected at their current outstanding par ~~amounts;~~amounts, and because a portion of the Firm’s retained interests (trading assets and AFS securities) are reflected at their fair values. See Securitization activity on ~~pages 156–158~~page 165 of this Note for further information regarding the Firm’s cash flows with and interests retained in nonconsolidated VIEs.

~~151~~160


	Principal amount outstanding							JPMorgan Chase interest in securitized assets in nonconsolidated VIEs^{(d)(e)(f)(g)(h)}						Principal amount outstanding							JPMorgan Chase interest in securitized assets in nonconsolidated VIEs^{(d)(e)(f)(g)(h)}
June 30, 2011^(a)(in billions)	Total assets held by securitization VIEs		Assets held in consolidated securitization VIEs		Assets held in nonconsolidated securitization VIEs with continuing involvement			Trading assets		AFS securities		Total interests held by JPMorgan Chase
September 30, 2011^(a)(in billions)														Total assets held by securitization VIEs		Assets held in consolidated securitization VIEs		Assets held in nonconsolidated securitization VIEs with continuing involvement			Trading assets		AFS securities		Total interests held by JPMorgan Chase
Securitization-related
Residential mortgage:
Prime^(b)	$	140.3	$	2.2	$	132.0		$	0.7	$	—	$	0.7	$	132.6	$	2.1	$	123.2		$	0.6	$	—	$	0.6
Subprime	41.6		1.4		38.5			—		—		—		40.4		1.4		37.4			—		—		—
Option ARMs	33.7		0.3		33.4			—		—		—		32.5		0.3		32.2			—		—		—
Commercial and other^(c)	144.3		—		96.4			1.6		0.7		2.3		142.1		—		91.7			1.7		1.1		2.8
Student	4.3		4.3		—			—		—		—		4.2		4.2		—			—		—		—
Total	$	364.2	$	8.2	$	300.3	⁽ⁱ⁾	$	2.3	$	0.7	$	3.0	$	351.8	$	8.0	$	284.5	⁽ⁱ⁾	$	2.3	$	1.1	$	3.4



	Principal amount outstanding							JPMorgan Chase interest in securitized assets in nonconsolidated VIEs^{(d)(e)(f)(g)(h)}
December 31, 2010^(a)(in billions)	Total assets held by securitization VIEs		Assets held in consolidated securitization VIEs		Assets held in nonconsolidated securitization VIEs with continuing involvement			Trading assets		AFS securities		Total interests held by JPMorgan Chase
Securitization-related
Residential mortgage:
Prime^(b)	$	153.1	$	2.2	$	143.8		$	0.7	$	—	$	0.7
Subprime	44.0		1.6		40.7			—		—		—
Option ARMs	36.1		0.3		35.8			—		—		—
Commercial and other^(c)	153.4		—		106.2			2.0		0.9		2.9
Student	4.5		4.5		—			—		—		—
Total	$	391.1	$	8.6	$	326.5	⁽ⁱ⁾	$	2.7	$	0.9	$	3.6


(a)	Excludes loan sales to U.S. government agencies. See page ~~157~~166 of this Note for information on the Firm’s loan sales to U.S. government agencies.


(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-~~non–JPMorgan Chase~~-originated~~–originated commercial mortgage loans.


(d)	Excludes retained servicing (for a discussion of MSRs, see Note 16 on pages ~~159–163~~169–171 of this Form 10-Q) and securities retained from loan sales to U.S. government agencies.


(e)	Excludes senior and subordinated securities of $~~165~~229 million and $28 million, respectively, at ~~June~~September 30, 2011, and $182 million and $18 million, respectively, at December 31, 2010, which the Firm purchased in connection with IB’s secondary market-making activities.


(f)	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 ~~117–124~~119–126 of this Form 10-Q for further information on derivatives.


(g)	Includes interests held in re-securitization transactions.

(h)

As of ~~June~~September 30, 2011, and December 31, 2010, ~~66%~~63% and 66%, respectively of the Firm’s retained securitization interests, which are carried at fair value, were risk-rated “A” or better, on an S&P-equivalent basis. ~~This includes~~The retained interests in prime residential mortgages consisted of $~~175~~168 million and $157 million of investment-grade and $~~480~~477 million and $552 million of noninvestment-grade retained interests ~~in prime residential mortgages~~ at ~~June~~September 30, 2011, and December 31, 2010, ~~respectively,~~respectively. The retained interests in commercial and other securitizations trusts consisted of $~~2.0~~2.4 billion and $2.6 billion of investment-grade and $~~282~~316 million and $250 million of noninvestment-grade retained interests ~~in commercial~~at September 30, 2011 and ~~other securitization trusts.~~December 31, 2010, respectively.

(i)

The Firm does not consolidate a mortgage securitization when it is not the servicer (and therefore does not have the power to direct the most significant activities of the trust) or does not hold a beneficial interest in the trust that could potentially be significant to the trust. At ~~June~~September 30, 2011, and December 31, 2010, the Firm did not consolidate ~~any of~~ the assets of ~~the~~certain Firm-sponsored ~~nonconsolidated~~ residential mortgage securitization VIEs, in which the Firm has continuing involvement, primarily due to the fact that the Firm did not hold an interest in these trusts that could potentially be significant to the trusts. Additionally, for the commercial mortgage securitization-related VIEs, the Firm does not service the loans and thus does not consolidate the VIEs.

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. The Firm’s consolidation analysis is largely dependent on the Firm’s role and interest in the re-securitization trusts.

~~152~~161

Most re-securitizations with which the Firm is involved are client-driven transactions in which a specific client or group of clients are seeking a specific return or risk profile. For these transactions, the Firm has concluded that the decision-making power of the entity is shared between the Firm and its client(s), considering the joint effort and decisions in establishing the re-securitization trust and its assets, as well as the significant economic interest the client holds in the re-securitization trust; therefore the Firm does not consolidate the re-securitization VIE.

In more limited circumstances, the Firm creates a re-securitization trust independently and not in conjunction with specific clients. In these circumstances, the Firm is deemed to have the unilateral ability to direct the most significant activities of the re-securitization trust because of the decisions made during the establishment and design of the trust; therefore, the Firm consolidates the re-securitization VIE if the Firm holds an interest that could potentially be significant.

Additionally, the Firm may invest in beneficial interests of third-party securitizations and generally purchases these interests in the secondary market. In these circumstances, the Firm does not have the unilateral ability to direct the most significant activities of the re-securitization trust, either because it wasn’t involved in the initial design of the trust, or the Firm is involved with an independent third party sponsor and demonstrates shared power over the creation of the trust; therefore, the Firm does not consolidate the re-securitization VIE.

As of ~~June~~September 30, 2011, and December 31, 2010, the Firm did not consolidate any agency re-securitizations. As of ~~June~~September 30, 2011, and December 31, 2010, ~~respectively,~~ the Firm consolidated $~~357~~435 million and $477 million, respectively, of assets, and $~~155~~190 million and $230 million, respectively, of liabilities of private-label re-securitizations. As of ~~June~~September 30, 2011, and December 31, 2010, total assets of nonconsolidated Firm-sponsored private-label re-securitizations were $~~4.5~~3.3 billion and $3.6 billion, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2011, ~~respectively,~~ the Firm transferred $~~8.5~~2.8 billion and $~~17.3~~20.1 billion, respectively, of securities to agency VIEs, and ~~zero~~$189 million and $~~192~~381 million, respectively, of securities to private-label VIEs. During the three and ~~six~~nine months ended ~~June~~September 30, 2010, ~~respectively,~~ the Firm transferred $~~7.8~~13.5 billion and $~~14.3~~27.8 billion, respectively, of securities to agency VIEs, and $~~663~~138 million and $~~1.0~~1.2 billion, respectively, of securities to private-label VIEs. At ~~June~~September 30, 2011, and December 31, 2010, ~~respectively,~~ the Firm held approximately $~~2.8~~3.6 billion and $3.5 billion, respectively, of interests in nonconsolidated agency re-securitization entities, and $1015 million and $46 million, respectively, of senior and subordinated interests in nonconsolidated private-label re-securitization entities. See ~~pages 158~~page 167 of this Note for further information on interests held in nonconsolidated securitization VIEs.

Multi-seller conduits

For a more detailed description of JPMorgan Chase’s principal involvement with Firm-administered, multi-seller conduits, see Note 16 on pages 249–250 of JPMorgan Chase’s 2010 Annual Report.

As a result of the Firm’s continuing involvement, the Firm consolidates its Firm-administered multi-seller conduits, as the Firm has both the power to direct the significant activities of the conduits and a potentially significant economic interest. The Firm consolidated $~~22.2~~22.3 billion and $21.7 billion, respectively, of assets held by Firm-administered multi-seller conduits and $~~22.2~~19.9 billion and $21.6 billion, respectively, of beneficial interests in commercial paper issued to third parties at ~~June~~September 30, 2011, and December 31, 2010~~, respectively.~~.

The Firm provides deal-specific liquidity as well as program-wide liquidity and credit enhancement to the Firm-administered multi-seller conduits, which have been eliminated in consolidation. The Firm-administered multi-seller conduits ~~then~~ provide certain of their clients with lending-related commitments. The unfunded portion of these commitments was $~~11.3~~11.2 billion and $10.0 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively, and are ~~included~~reported as ~~off-balance~~off–balance sheet lending-related commitments. For more information on ~~off-balance~~off–balance sheet lending-related commitments, see Note 21 on pages ~~167–171~~176–180 of this Form 10-Q.

VIEs associated with investor intermediation activities

Municipal bond vehicles

For a more detailed description of JPMorgan Chase’s principal involvement with municipal bond vehicles, see Note 16 on pages 250–251 of JPMorgan Chases 2010 Annual Report.

The Firm’s exposure to nonconsolidated municipal bond VIEs at ~~June~~September 30, 2011, and December 31, 2010, including the ratings profile of the VIEs’ assets, was as follows.


(in billions)	Fair value of assets held by VIEs		Liquidity facilities^(a)		Excess/(deficit) ^(b)		Maximum exposure		Fair value of assets held by VIEs		Liquidity facilities^(a)		Excess/(deficit)^(b)		Maximum exposure
Nonconsolidated municipal bond vehicles
June 30, 2011	$	12.9	$	7.9	$	5.0	$	7.9
September 30, 2011									$	13.3	$	7.8	$	5.5	$	7.8
December 31, 2010	13.7		8.8		4.9		8.8		13.7		8.8		4.9		8.8

~~153~~162


	Ratings profile of VIE assets^(c)										Fair value of assets held by VIEs		Wt. avg. expected life of assets (years)	Ratings profile of VIE assets^(c)										Fair value of assets held by VIEs		Wt. avg. expected life of assets (years)
	Investment-grade								Noninvestment grade					Investment-grade								Noninvestment- grade
(in billions, except where otherwise noted)	AAA to AAA-		AA+ to AA-		A+ to A-		BBB to BB-		BB+ and below					AAA to AAA-		AA+ to AA-		A+ to A-		BBB+ to BBB-		BB+ and below
June 30, 2011	$	1.7	$	10.5	$	0.7	$	—	$	—	$	12.9	9.8
September 30, 2011														$	1.7	$	10.9	$	0.7	$	—	$	—	$	13.3	6.6
December 31, 2010	1.9		11.2		0.6		—		—		13.7		15.5	1.9		11.2		0.6		—		—		13.7		15.5


(a)	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 ~~June~~September 30, 2011, and December 31, 2010.


(b)	Represents the excess/(deficit) of the fair values of municipal bond assets available to repay the liquidity facilities, if drawn.


(c)	The ratings scale is based on the Firm’s internal risk ratings and is presented on an S&P-equivalent basis.

The Firm consolidated $~~3.3~~8.5 billion and $4.6 billion of municipal bond vehicles as of ~~June~~September 30, 2011, and December 31, 2010, respectively, due to the Firm owning the residual interests.

Credit-related note and asset swap vehicles

For a more detailed description of JPMorgan Chase’s principal involvement with credit-related note and asset swap vehicles, see Note 16 on pages 244–259 of JPMorgan Chase’s 2010 Annual Report.

Exposure to nonconsolidated credit-related note and asset swap VIEs at ~~June~~September 30, 2011, and December 31, 2010, was as follows.


June 30, 2011 (in billions)	Net derivative receivables		Trading assets^(a)		Total exposure^(b)		Par value of collateral held by VIEs^(c)
September 30, 2011 (in billions)									Net derivative receivables		Trading assets^(a)		Total exposure^(b)		Par value of collateral held by VIEs^(c)
Credit-related notes
Static structure	$	0.7	$	—	$	0.7	$	10.9	$	1.2	$	—	$	1.2	$	10.9
Managed structure	2.1		0.1		2.2		9.5		2.8		0.1		2.9		8.6
Total credit-related notes	2.8		0.1		2.9		20.4		4.0		0.1		4.1		19.5
Asset swaps	0.4		—		0.4		7.5		0.3		—		0.3		7.5
Total	$	3.2	$	0.1	$	3.3	$	27.9	$	4.3	$	0.1	$	4.4	$	27.0
December 31, 2010 (in billions)	Net derivative receivables		Trading assets^(a)		Total exposure^(b)		Par value of collateral held by VIEs^(c)		Net derivative receivables		Trading assets^(a)		Total exposure^(b)		Par value of collateral held by VIEs^(c)
Credit-related notes
Static structure	$	1.0	$	—	$	1.0	$	9.5	$	1.0	$	—	$	1.0	$	9.5
Managed structure	2.8		—		2.8		10.7		2.8		—		2.8		10.7
Total credit-related notes	3.8		—		3.8		20.2		3.8		—		3.8		20.2
Asset swaps	0.3		—		0.3		7.6		0.3		—		0.3		7.6
Total	$	4.1	$	—	$	4.1	$	27.8	$	4.1	$	—	$	4.1	$	27.8


(a)	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.


(b)	~~On-balance~~On–balance sheet exposure that includes net derivative receivables and trading assets – debt and equity instruments.

(c)

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.

The Firm consolidated credit-related note vehicles with collateral fair values of $~~122~~239 million and $142 million, at ~~June 30, 2011~~ ~~and~~ ~~December 31, 2010, respectively. The Firm did not consolidate any asset swap vehicles at~~ ~~June~~September 30, 2011, and December 31, 2010., respectively. The Firm consolidated these vehicles, because in its role as secondary market-maker, it held positions in these entities that provided the Firm with control of certain vehicles. The Firm did not consolidate any asset swap vehicles at September 30, 2011, and December 31, 2010.

VIEs sponsored by third parties

The Firm also invests in and provides financing and other services to VIEs sponsored by third parties, as described on page 253 of JPMorgan Chase’s 2010 Annual Report.

~~154~~163

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 Firm’s interests in the VIEs include investments classified as AFS securities that had a fair ~~value~~values of $2.9 billion and $3.1 billion, at ~~June~~September 30, 2011, and December 31, 2010, respectively, and other interests which are classified as loans and have a fair value of approximately $1.0 billion at both ~~June~~September 30, 2011, and December 31, 2010. For more information on AFS securities and loans, see Notes 11 and 13 on pages ~~128–132~~130–134 and ~~134–148,~~136–157, respectively, of this Form 10-Q.

Consolidated VIE assets and liabilities

The following table presents information on assets and liabilities related to VIEs consolidated by the Firm as of ~~June~~September 30, 2011, and December 31, 2010.


	Assets								Liabilities						Assets								Liabilities
June 30, 2011 (in billions)	Trading assets – debt and equity instruments		Loans		Other^(c)		Total assets^(d)		Beneficial interests in VIE assets^(e)		Other^(f)		Total liabilities
September 30, 2011 (in billions)															Trading assets – debt and equity instruments		Loans		Other^(c)		Total assets^(d)		Beneficial interests in VIE assets^(e)		Other^(f)		Total liabilities
VIE program type
Firm-sponsored credit card trusts	$	—	$	51.7	$	1.0	$	52.7	$	35.7	$	—	$	35.7	$	—	$	49.3	$	0.8	$	50.1	$	32.2	$	—	$	32.2
Firm-administered multi-seller conduits	—		21.9		0.3		22.2		22.2		—		22.2		—		22.0		0.3		22.3		19.9		—		19.9
Mortgage securitization entities^(a)	1.0		2.6		—		3.6		2.0		1.5		3.5		1.1		2.4		—		3.5		2.0		1.4		3.4
Other^(b)	6.1		4.2		1.4		11.7		7.6		0.1		7.7		10.5		4.1		1.4		16.0		11.9		0.1		12.0
Total	$	7.1	$	80.4	$	2.7	$	90.2	$	67.5	$	1.6	$	69.1	$	11.6	$	77.8	$	2.5	$	91.9	$	66.0	$	1.5	$	67.5

	Assets								Liabilities						Assets								Liabilities
December 31, 2010 (in billions)	Trading assets – debt and equity instruments		Loans		Other^(c)		Total assets^(d)		Beneficial interests in VIE assets^(e)		Other^(f)		Total liabilities		Trading assets – debt and equity instruments		Loans		Other^(c)		Total assets^(d)		Beneficial interests in VIE assets^(e)		Other^(f)		Total liabilities
VIE program type
Firm-sponsored credit card trusts	$	—	$	67.2	$	1.3	$	68.5	$	44.3	$	—	$	44.3	$	—	$	67.2	$	1.3	$	68.5	$	44.3	$	—	$	44.3
Firm-administered multi-seller conduits	—		21.1		0.6		21.7		21.6		0.1		21.7		—		21.1		0.6		21.7		21.6		0.1		21.7
Mortgage securitization entities^(a)	1.8		2.9		—		4.7		2.4		1.6		4.0		1.8		2.9		—		4.7		2.4		1.6		4.0
Other ^(b)	8.0		4.4		1.6		14.0		9.3		0.3		9.6		8.0		4.4		1.6		14.0		9.3		0.3		9.6
Total	$	9.8	$	95.6	$	3.5	$	108.9	$	77.6	$	2.0	$	79.6	$	9.8	$	95.6	$	3.5	$	108.9	$	77.6	$	2.0	$	79.6


(a)	Includes residential and commercial mortgage securitizations as well as re-securitizations.


(b)	Primarily ~~comprised of~~comprises student loans and municipal bonds.


(c)	Includes assets classified as cash, derivative receivables, AFS securities, and other assets within the Consolidated Balance Sheets.


(d)	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.

(e)

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 $~~42.9~~39.2 billion and $52.6 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively. The maturities of the long-term beneficial interests as of ~~June~~September 30, 2011, and December 31, 2010, were as follows: $~~13.0~~11.6 billion and $13.9 billion under one year, $~~21.4~~19.2 billion and $29.0 billion between one and five years, and $~~8.5~~8.4 billion and $9.7 billion over five ~~years.~~years, all respectively.


(f)	Includes liabilities classified as accounts payable and other liabilities in the Consolidated Balance Sheets.

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.

~~155~~164

Securitization activity

The following tables provide information related to the Firm’s securitization activities for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, 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 ~~six-month~~nine-month periods ended ~~June~~September 30, 2011 and 2010, there were no mortgage loans that were securitized, except for commercial and other, and there were no cash flows from the Firm to the SPEs related to recourse ~~or guarantee~~ arrangements.


	Three months ended June 30, 2011								Three months ended September 30, 2011
	Residential mortgage								Residential mortgage
(in millions)	Prime^(e)		Subprime		Option ARMs		Commercial and other		Prime^(e)		Subprime		Option ARMs		Commercial and other
Principal securitized	$	—	$	—	$	—	$	1,447	$	—	$	—	$	—	$	1,862
All cash flows during the period^(a):
Proceeds from new securitizations^(b)	—		—		—		1,530		—		—		—		1,878
Servicing fees collected	50		36		100		1		109		22		33		1
Purchases of previously transferred financial assets (or the underlying collateral)^(c)	297		4		4		—		36		1		—		—
Cash flows received on the interests that continue to be held by the Firm^(d)	58		4		1		37		51		4		1		55


	Three months ended June 30, 2010								Three months ended September 30, 2010
	Residential mortgage								Residential mortgage
(in millions)	Prime^(e)		Subprime		Option ARMs		Commercial and other		Prime^(e)		Subprime		Option ARMs		Commercial and other
Principal securitized	$	—	$	—	$	—	$	562	$	—	$	—	$	—	$	574
All cash flows during the period^(a):
Proceeds from new securitizations^(b)							592		—		—		—		601
Servicing fees collected	89		53		118		1		77		55		109		1
Purchases of previously transferred financial assets (or the underlying collateral)^(c)	52		6		—		—		46		—		—		—
Cash flows received on the interests that continue to be held by the Firm^(d)	73		9		6		30		64		6		8		38


	Six months ended June 30, 2011								Nine months ended September 30, 2011
	Residential mortgage								Residential mortgage
(in millions)	Prime^(e)		Subprime		Option ARMs		Commercial and other		Prime^(e)		Subprime		Option ARMs		Commercial and other
Principal securitized	$	—	$	—	$	—	$	2,940	$	—	$	—	$	—	$	4,802
All cash flows during the period^(a):
Proceeds from new securitizations^(b)	—		—		—		3,088		—		—		—		4,966
Servicing fees collected	114		95		203		2		223		117		236		3
Purchases of previously transferred financial assets (or the underlying collateral)^(c)	676		10		10		—		712		11		10		—
Cash flows received on the interests that continue to be held by the Firm^(d)	122		8		2		81		163		12		3		135


	Six months ended June 30, 2010								Nine months ended September 30, 2010
	Residential mortgage								Residential mortgage
(in millions)	Prime^(e)		Subprime		Option ARMs		Commercial and other		Prime^(e)		Subprime		Option ARMs		Commercial and other
Principal securitized	$	—	$	—	$	—	$	562	$	—	$	—	$	—	$	1,136
All cash flows during the period^(a):
Proceeds from new securitizations^(b)							592		—		—		—		1,193
Servicing fees collected	164		99		235		2		241		154		344		3
Purchases of previously transferred financial assets (or the underlying collateral)^(c)	100		6		—		—		146		6		—		—
Cash flows received on the interests that continue to be held by the Firm^(d)	153		19		12		68		216		18		19		106


(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~~Included $~~1.5~~1.9 billion and $~~592 million~~5.0 billion, respectively, and $~~3.1 billion~~601 million and $~~592 million~~1.2 billion, respectively, of proceeds from new securitizations received as securities for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010. These securities were ~~predominantly~~largely classified as level 2 of the fair value measurement hierarchy.


(c)	Includes cash paid by the Firm to reacquire assets from the ~~off-balance~~off–balance sheet, nonconsolidated entities -– for example, loan repurchases due to representation and warranties and servicer clean-up calls.


(d)	Includes cash flows received on retained interests -– including, for example, principal repayments and interest payments.


(e)	Includes Alt-A loans and re-securitization transactions.

~~156~~165

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 21 on pages ~~167–171~~176–180 of this Form 10-Q.

For a more detailed description of JPMorgan Chase’s principal involvement with loans sold to government sponsored agencies and other third-party sponsored securitization entities, see Note 16 on page 257 of JPMorgan Chase’s 2010 Annual Report.

The following table summarizes the activities related to loans sold to U.S. government sponsored agencies and third-party sponsored securitization entities.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Carrying value of loans sold^(a)(b)	$	32,609	$	30,173	$	71,856	$	65,547	$	39,130	$	42,543	$	110,986	$	108,090
Proceeds received from loan sales as cash	565		262		905		598		1,298		2,786		2,203		3,386
Proceeds from loans sales as securities^(c)	31,511		29,448		69,683		63,818		37,252		39,045		106,935		102,861
Total proceeds received from loan sales	$	32,076	$	29,710	$	70,588	$	64,416	$	38,550	$	41,831	$	109,138	$	106,247
Gains on loan sales	30		70		52		91		43		91		95		182


(a)	Predominantly to U.S. government agencies.


(b)	MSRs were excluded from the above table. See Note 16 on pages ~~159–163~~169–171 of this Form 10-Q for further information on originated MSRs.


(c)	Predominantly includes securities from U.S. government agencies that are generally sold shortly after receipt.

~~Repurchased loans and loans subject to an option~~Options to repurchase delinquent loans

~~When~~In addition to the Firm’s obligation to repurchase certain loans due to material breaches of representations and warranties as discussed in Note 21 on pages 176-180 of this Form 10-Q, the Firm ~~services loans for Ginnie Mae, it typically~~also has the option to repurchase ~~certain~~ delinquent ~~loans. The Firm also has similar rights in certain arrangements with~~loans that it services for Ginnie Mae, as well as for other U.S. government ~~agencies.~~agencies in certain arrangements. The Firm typically elects to repurchase delinquent loans from Ginnie Mae as it continues to service them and/or manage the foreclosure process in accordance with the applicable requirements, and such loans continue to be insured or guaranteed. When the Firm’s repurchase option becomes exercisable, such loans must be reported on the balance sheet as a loan with an offsetting liability. As of ~~June~~September 30, 2011, and December 31, 2010, the Firm had recorded on its Consolidated Balance Sheets $~~13.2~~13.7 billion and $13.0 billion, respectively, of loans that either ~~have~~had been repurchased or for which the Firm ~~has~~had an option to ~~repurchase from the Agencies.~~repurchase. Predominately all of the amounts presented above relate to loans that have been repurchased from Ginnie Mae. Additionally, real estate owned resulting from voluntary repurchases of loans ~~sold to the Agencies~~ was $2.4 billion and $1.9 billion as of ~~June~~September 30, 2011, and December 31, 2010, respectively. Substantially all of these loans and real estate owned are insured or guaranteed by U.S. government agencies, and where applicable, reimbursement is proceeding normally. For additional information, refer to Note 13 on pages ~~134–148~~136–157 of this Form 10-Q and Note 14 on pages 220–238 of JPMorgan Chase’s 2010 Annual Report.

~~157~~166

JPMorgan Chase’s interest in securitized assets held at fair value

The following table outlines the key economic assumptions used to determine the fair value, as of ~~June~~September 30, 2011, and December 31, 2010, of certain of the Firm’s retained interests in nonconsolidated VIEs (other than MSRs), that are valued using modeling techniques. The table 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 ~~159–163~~169–171 of this Form 10-Q.


June 30, 2011	Residential mortgage			Commercial and other
September 30, 2011							Residential mortgage			Commercial and other
(in millions, except rates and where otherwise noted)	Prime^(d)			Commercial and other			Prime^(d)
JPMorgan Chase interests in securitized assets^(a)(b)	$	656					$	645		$	2,756
Weighted-average life (in years)	6.7			2.7			6.3			1.4
Weighted-average constant prepayment rate^(c)	7.1		%	—		%	8		%	—		%
	CPR			CPR			CPR			CPR
Impact of 10% adverse change	$	(11	)	$	—		$	(11	)	$	—
Impact of 20% adverse change	(21		)	—			(22		)	—
Weighted-average loss assumption	5.5		%	0.4		%	5.7		%	0.5		%
Impact of 10% adverse change	$	(9	)	$	(83	)	$	(7	)	$	(83	)
Impact of 20% adverse change	(17		)	(170		)	(15		)	(160		)
Weighted-average discount rate	14.0		%	20.6		%	14.5		%	23.5		%
Impact of 10% adverse change	$	(26	)	$	(59	)	$	(23	)	$	(71	)
Impact of 20% adverse change	(49		)	(107		)	(44		)	(127		)

December 31, 2010	Residential mortgage			Commercial and other			Residential mortgage			Commercial and other
(in millions, except rates and where otherwise noted)	Prime ^(d)						Prime^(d)
JPMorgan Chase interests in securitized assets^(a)(b)	$	708		$	2,906		$	708		$	2,906
Weighted-average life (in years)	5.5			3.3			5.5			3.3
Weighted-average constant prepayment rate^(c)	7.9		%	—		%	7.9		%	—		%
	CPR			CPR			CPR			CPR
Impact of 10% adverse change	$	(15	)	$	—		$	(15	)	$	—
Impact of 20% adverse change	(27		)	—			(27		)	—
Weighted-average loss assumption	5.2		%	2.1		%	5.2		%	2.1		%
Impact of 10% adverse change	$	(12	)	$	(76	)	$	(12	)	$	(76	)
Impact of 20% adverse change	(21		)	(151		)	(21		)	(151		)
Weighted-average discount rate	11.6		%	16.4		%	11.6		%	16.4		%
Impact of 10% adverse change	$	(26	)	$	(69	)	$	(26	)	$	(69	)
Impact of 20% adverse change	(47		)	(134		)	(47		)	(134		)


(a)	The Firm’s interests in subprime securitizations were $21 million and $14 million, as of ~~June~~September 30, 2011, and December 31, 2010, respectively. Additionally, the Firm had interests in option ARM securitizations of $2725 million and $29 million at ~~June~~September 30, 2011, and December 31, 2010, respectively.


(b)	Includes certain investments acquired in the secondary market but predominantly held for investment purposes.


(c)	CPR: constant prepayment rate.


(d)	Includes retained interests in Alt-A loans and re-securitization transactions.

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.

~~158~~167

Loan delinquencies and liquidation losses

The table below includes information about delinquencies, liquidation losses and components of off-balance sheet securitized financial assets as of ~~June~~September 30, 2011, and December 31, 2010.


					90 days past due					Liquidation losses														90 days past due					Liquidation losses
	Credit exposure								Three months ended June 30,					Six months ended June 30,					Credit exposure									Three months ended September 30,					Nine months ended September 30,
(in millions)	June 30, 2011		Dec 31, 2010			June 30, 2011		Dec 31, 2010			2011		2010			2011		2010			Sep 30, 2011		Dec 31, 2010		Sep 30, 2011		Dec 31, 2010			2011		2010			2011		2010
Securitized loans^(a)
Residential mortgage:
Prime mortgage^(b)	$	132,042	$	143,764	$	31,444	$	33,093		$	1,244	$	1,696		$	2,734	$	3,385		$	123,215	$	143,764	$	30,029	$	33,093		$	1,567	$	1,490		$	4,301	$	4,875
Subprime mortgage	38,497		40,721		15,186		15,456			616		951			1,616		2,116			37,454		40,721		14,706		15,456			718		749			2,334		2,865
Option ARMs	33,412		35,786		10,358		10,788			465		637			908		1,226			32,212		35,786		9,851		10,788			481		479			1,389		1,705
Commercial and other	96,368		106,245		5,064		5,791			250		116			454		143			91,667		106,245		5,028		5,791			288		159			742		331
Total loans securitized^(c)	$	300,319	$	326,516	$	62,052	$	65,128		$	2,575	$	3,400		$	5,712	$	6,870		$	284,548	$	326,516	$	59,614	$	65,128		$	3,054	$	2,877		$	8,766	$	9,776

(a)

Total assets held in securitization-related SPEs were $~~364.2~~351.8 billion and $391.1 billion, respectively, at ~~June~~September 30, 2011, and December 31, 2010~~, respectively.~~. The $~~300.3~~284.5 billion and $326.5 billion, respectively, of loans securitized at ~~June~~September 30, 2011, and December 31, 2010~~, respectively,~~ excludes: $~~55.7~~59.3 billion and $56.0 billion, respectively, of securitized loans in which the Firm has no continuing involvement and $~~8.2~~8.0 billion and $8.6 billion, respectively, of loan securitizations consolidated on the Firm’s Consolidated Balance Sheets at ~~June~~September 30, 2011, and December 31, 2010~~, respectively ..~~.


(b)	Includes Alt-A loans.


(c)	Includes securitized loans that were previously recorded at fair value and classified as trading assets.

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 260–263 of JPMorgan Chase’s 2010 Annual Report.

Goodwill and other intangible assets consist of the following.


(in millions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Goodwill	$	48,882	$	48,854	$	48,180	$	48,854
Mortgage servicing rights	12,243		13,649		7,833		13,649
Other intangible assets:
Purchased credit card relationships	$	744	$	897	$	668	$	897
Other credit card-related intangibles	558		593		508		593
Core deposit intangibles	734		879		662		879
Other intangibles	1,643		1,670		1,558		1,670
Total other intangible assets	$	3,679	$	4,039	$	3,396	$	4,039

Goodwill

The following table presents goodwill attributed to the business segments.


(in millions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Investment Bank	$	5,250	$	5,278	$	5,283	$	5,278
Retail Financial Services	16,807		16,813		16,489		16,496
Card Services	14,264		14,205
Card Services & Auto					14,514		14,522
Commercial Banking	2,864		2,866		2,864		2,866
Treasury & Securities Services	1,670		1,680		1,667		1,680
Asset Management	7,650		7,635		6,986		7,635
Corporate/Private Equity	377		377		377		377
Total goodwill	$	48,882	$	48,854	$	48,180	$	48,854

~~159~~168

The following table presents changes in the carrying amount of goodwill.


	Three months ended June 30,					Six months ended June 30,					Three months ended September 30,					Nine months ended September 30,
(in millions)	2011		2010			2011		2010			2011			2010		2011			2010
Balance at beginning of period^(a)	$	48,856	$	48,359		$	48,854	$	48,357		$	48,882		$	48,320	$	48,854		$	48,357
Changes during the period from:
Business combinations	11		10			6		19			60			381		66			400
Dispositions	—		—			—		(19		)	(645		)	—		(645		)	(19		)
Other^(b)	15		(49		)	22		(37		)	(117		)	35		(95		)	(2		)
Balance at June 30^(a)	$	48,882	$	48,320		$	48,882	$	48,320
Balance at September 30^(a)											$	48,180		$	48,736	$	48,180		$	48,736


(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 net reduction in goodwill was predominantly due to AM’s sale of its investment in an asset manager.

Goodwill was not impaired at ~~June~~September 30, 2011, or December 31, 2010, nor was any goodwill written off due to impairment during the ~~six~~nine month periods ended ~~June~~September 30, 2011 or 2010. During the ~~six~~nine months ended ~~June~~September 30, 2011, the Firm reviewed current conditions 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 Card ~~Services (“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 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 was not impaired at ~~June~~September 30, 2011.

The Firm’s consumer lending businesses in RFS and CSCard remain at an elevated risk of goodwill impairment due to their exposure to U.S. consumer credit risk and the effects of economic, regulatory and legislative changes. The valuation of these businesses is particularly dependent upon economic conditions (including new unemployment claims and home prices), regulatory and legislative changes (for example, those related to residential mortgage servicing, foreclosure and loss mitigation activities, and those that may affect consumer credit card use), and the amount of equity capital required. The assumptions used in the discounted cash flow valuation models were determined using management’s best estimates. The cost of equity reflected the related risks and uncertainties, and was evaluated in comparison to relevant market peers. Deterioration in these assumptions could cause the estimated fair values of these reporting units and 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.

Mortgage servicing rights

Mortgage servicing rights represent the fair value of expected future cash flows for performing servicing activities for others. The fair value considers estimated future fees and ancillary ~~revenues,~~revenue, offset by estimated costs to service the loans. The fair value of mortgage servicing rights naturally declines over time as net servicing cash flows are received, effectively amortizing the MSR asset against contractual and ancillary fee income. For a further description of the MSR asset, interest rate risk management, and the valuation of MSRs, see Notes 17 on pages 260–263, respectively of JPMorgan Chase’s 2010 Annual Report and Note 3 on pages ~~102–114~~104–116 of this Form 10-Q.

~~In the first half of 2011, the~~The fair value of the MSR ~~declined, primarily due~~decreased $4.4 billion and $5.8 billion during the three and nine months ended September 30, 2011, respectively. This decrease was predominately the result of a decline in market interest rates (which generally increase prepayments and therefore reduce the expected life of the net servicing cash flows that comprise the MSR asset), which resulted in a loss of $4.6 billion and $5.1 billion for the three and nine months ended September 30, 2011, respectively. These losses were offset by gains of $4.6 billion and $5.1 billion for the three and nine months ended September 30, 2011, respectively, on derivatives used to ~~changes~~hedge the MSR asset; these derivatives are recognized on the balance sheet separately from the MSR asset. Also contributing to ~~inputs and~~the decline in fair value of the MSR was a $1.1 billion decrease related to revised cost to service assumptions incorporated in the MSR valuation ~~model. During~~in the first quarter of 2011 ~~the Firm revised its cost to service assumption~~ to reflect the estimated impact of higher servicing costs to enhance servicing processes, particularly loan modification and foreclosure procedures, including costs to comply with Consent Orders entered into with banking ~~regulators, which resulted in a~~ ~~$1.1 billion~~ ~~decrease in the fair value of the MSR asset.~~regulators. The increase in the cost to service assumption contemplates significant and prolonged increases in staffing levels in the core and default servicing functions, and specifically considers the higher cost to service certain high-risk vintages. ~~In addition,~~Other than the ~~MSR decreased~~decrease in ~~value due to a decline in~~market interest rates ~~(which tend to increase prepayments~~ and ~~therefore reduce the expected life of the net servicing cash flows that comprise the MSR asset). Other than~~ the increased cost to service assumption, ~~and the decrease in interest rates,~~ predominantly all of the changes in the fair value of the MSR asset resulted from the ~~largely offsetting impacts~~effect of new ~~capitalization~~MSR originations and amortization.

169

The decrease in the fair value of the MSR results in a lower asset value that will amortize in future periods against contractual and ancillary fee income received in future periods. While there is expected to be higher levels of noninterest expense associated with higher servicing costs in those future periods, there will also be less MSR amortization, which will have the effect of increasing mortgage fees and related income. The amortization of the MSR is reflected in the tables below ~~in the row “Other changes~~under “Changes in fair ~~value.”~~value due to modeled servicing portfolio runoff”.

~~160~~

The following table summarizes MSR activity for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010.


	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions, except where otherwise noted)	2011			2010			2011			2010			2011			2010			2011			2010
Fair value at beginning of period	$	13,093		$	15,531		$	13,649		$	15,531		$	12,243		$	11,853		$	13,649		$	15,531
MSR activity
Originations of MSRs	562			533			1,319			1,222			623			803			1,942			2,025
Purchase of MSRs	29			—			30			14			1			9			31			23
Disposition of MSRs	—			(5		)	—			(5		)	—			(257		)	—			(262		)
Total net additions	591			528			1,349			1,231			624			555			1,973			1,786
Change in valuation due to inputs and assumptions^(a)	(960		)	(3,584		)	(1,711		)	(3,680		)
Other changes in fair value^(b)	(481		)	(622		)	(1,044		)	(1,229		)
Changes in fair value due to market interest rates													(4,575		)	(1,398		)	(5,129		)	(4,997		)
Changes in fair value due to modeled servicing portfolio runoff^(a)													(459		)	(606		)	(1,503		)	(1,835		)
Other changes in valuation due to inputs and assumptions^(b)													—			(99		)	(1,157		)	(180		)
Total change in fair value of MSRs^(c)	(1,441		)	(4,206		)	(2,755		)	(4,909		)	(5,034		)	(2,103		)	(7,789		)	(7,012		)
Fair value at June 30^(d)	$	12,243		$	11,853		$	12,243		$	11,853
Change in unrealized gains/(losses) included in income related to MSRs held at June 30	$	(960	)	$	(3,584	)	$	(1,711	)	$	(3,680	)
Fair value at September 30^(d)													$	7,833		$	10,305		$	7,833		$	10,305
Change in unrealized gains/(losses) included in income related to MSRs held at September 30													$	(4,575	)	$	(1,497	)	$	(6,286	)	$	(5,177	)
Contractual service fees, late fees and other ancillary fees included in income	$	983		$	1,148		$	2,008		$	2,280		$	986		$	1,113		$	2,994		$	3,393
Third-party mortgage loans serviced at June 30 (in billions)	$	949		$	1,064		$	949		$	1,064
Servicer advances, net at June 30 (in billions)^(e)	$	10.9		$	9.3		$	10.9		$	9.3
Third-party mortgage loans serviced at September 30 (in billions)													$	932.6		$	1,021.2		$	932.6		$	1,021.2
Servicer advances, net at September 30 (in billions)^(e)													$	11.0		$	9.3		$	11.0		$	9.3


(a)	~~Represents~~Predominantly represents modeled 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.~~amortization.


(b)	~~Includes~~Represents the aggregate impact of changes in ~~MSR value due~~model inputs and assumptions such as costs to ~~modeled servicing portfolio runoff (i.e., amortization or time decay).~~service, home prices, mortgage spreads, ancillary income, and assumptions used to derive prepayment speeds, as well as changes to the valuation models themselves.


(c)	Includes changes related to commercial real estate of $~~(2)~~(3) million and $(2) million for the three months ended ~~June~~September 30, 2011 and 2010, respectively, and $~~(4)~~(7) million and $~~(4)~~(6) million for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively.


(d)	Includes $3633 million and $3735 million related to commercial real estate at ~~June~~September 30, 2011 and 2010, respectively.

(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 from 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 addition, the Firm maintains the right to stop payment if the collateral is insufficient to cover the advance.

170

The following table presents the components of mortgage fees and related income (including the impact of MSR risk management activities) for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010.


	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010
RFS mortgage fees and related income
Net production revenue:
Production revenue	$	767		$	676		$	1,446		$	1,109		$	1,090		$	1,233		$	2,536		$	2,342
Repurchase losses	(223		)	(667		)	(643		)	(1,099		)	(314		)	(1,464		)	(957		)	(2,563		)
Net production revenue	544			9			803			10			776			(231		)	1,579			(221		)
Net mortgage servicing revenue
Operating revenue:
Loan servicing revenue	1,011			1,186			2,063			2,293			1,039			1,153			3,102			3,446
Other changes in MSR asset fair value^(a)	(478		)	(620		)	(1,041		)	(1,225		)
Changes in MSR asset fair value due to modeled servicing portfolio runoff^(a)													(457		)	(604		)	(1,498		)	(1,829		)
Total operating revenue	533			566			1,022			1,068			582			549			1,604			1,617
Risk management:
Changes in MSR asset fair value due to inputs or assumptions in model^(b)	(960		)	(3,584		)	(1,711		)	(3,680		)
Changes in MSR asset fair value due to market interest rates													(4,574		)	(1,398		)	(5,127		)	(4,997		)
Other changes in MSR asset fair value due to inputs or assumptions in model^(b)													—			(99		)	(1,158		)	(180		)
Derivative valuation adjustments and other	983			3,895			497			4,143			4,596			1,884			5,093			6,027
Total risk management	23			311			(1,214		)	463			22			387			(1,192		)	850
Total RFS net mortgage servicing revenue	556			877			(192		)	1,531			604			936			412			2,467
All other	3			2			5			5			—			2			5			7
Mortgage fees and related income	$	1,103		$	888		$	616		$	1,546		$	1,380		$	707		$	1,996		$	2,253


(a)	~~Includes changes in the~~Predominantly represents modeled MSR ~~value due to modeled servicing portfolio runoff (i.e., amortization or time decay).~~asset amortization.


(b)	Represents ~~MSR asset fair value adjustments due to~~the aggregate impact of changes in model inputs and assumptions such as ~~interest rates~~costs to service, home prices, mortgage spreads, ancillary income, and ~~volatility,~~assumptions used to derive prepayment speeds, as well as ~~updates~~changes to ~~assumptions used in~~ the ~~MSR~~ valuation ~~model.~~models themselves.

~~161~~

The table below outlines the key economic assumptions used to determine the fair value of the Firm’s MSRs at ~~June~~September 30, 2011, and December 31, 2010; and it outlines the sensitivities of those fair values to immediate adverse changes in those assumptions, as defined below.


(in millions, except rates)	June 30, 2011			December 31, 2010			September 30, 2011			December 31, 2010
Weighted-average prepayment speed assumption (“CPR”)	10.63		%	11.29		%	19.81		%	11.29		%
Impact on fair value of 10% adverse change	$	(775	)	$	(809	)	$	(822	)	$	(809	)
Impact on fair value of 20% adverse change	(1,500		)	(1,568		)	(1,584		)	(1,568		)
Weighted-average option adjusted spread	3.85		%	3.94		%	4.13		%	3.94		%
Impact on fair value of 100 basis points adverse change	$	(587	)	$	(578	)	$	(336	)	$	(578	)
Impact on fair value of 200 basis points adverse change	(1,125		)	(1,109		)	(645		)	(1,109		)

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 variation 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.

171

Other intangible assets

The $~~360~~643 million decrease in other intangible assets during the ~~six~~nine months ended ~~June~~September 30, 2011, was ~~predominantly~~ due to $~~429~~641 million in amortization.

The components of credit card relationships, core deposits and other intangible assets were as follows.


	June 30, 2011						December 31, 2010						September 30, 2011						December 31, 2010
	Gross amount^(a)		Accumulated amortization^(a)		Net carrying value		Gross amount		Accumulated amortization		Net carrying value		Gross amount^(a)		Accumulated amortization^(a)		Net carrying value		Gross amount		Accumulated amortization		Net carrying value
(in millions)
Purchased credit card relationships	$	3,830	$	3,086	$	744	$	5,789	$	4,892	$	897	$	3,823	$	3,155	$	668	$	5,789	$	4,892	$	897
Other credit card-related intangibles	861		303		558		907		314		593		838		330		508		907		314		593
Core deposit intangibles	4,132		3,398		734		4,280		3,401		879		4,132		3,470		662		4,280		3,401		879
Other intangibles	2,498		855		1,643		2,515		845		1,670		2,457		899		1,558		2,515		845		1,670


(a)	The decrease in the gross amount and accumulated amortization from December 31, 2010, was due to the removal of fully amortized assets.

~~Intangible~~In addition to the finite lived intangible assets in the previous table, the Firm has intangible assets of approximately $600 million consisting primarily of asset management advisory contracts, which were determined to have an indefinite life and are not amortized.

~~162~~

Amortization expense

The following table presents amortization expense related to credit card relationships, core deposits and other intangible assets.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Purchased credit card relationships	$	77	$	97	$	157	$	194	$	69	$	80	$	226	$	274
All other intangibles:
Other credit card-related intangibles	27		26		53		52		27		26		80		78
Core deposit intangibles	72		83		144		166		72		82		216		248
Other intangibles	36		29		75		66		44		30		119		96
Total amortization expense	$	212	$	235	$	429	$	478	$	212	$	218	$	641	$	696

Future amortization expense

The following table presents estimated future amortization expense related to credit card relationships, core deposits and other intangible assets.


For the year: (in millions)	Purchased credit card relationships		Other credit card-related intangibles		Core deposit intangibles		Other intangibles		Total		Purchased credit card relationships		Other credit card-related intangibles		Core deposit intangibles		Other intangibles		Total
2011^(a)	$	294	$	107	$	284	$	143	$	828	$	294	$	105	$	284	$	153	$	836
2012	254		110		240		137		741		252		105		240		136		733
2013	213		107		195		130		645		212		102		195		129		638
2014	110		105		100		114		429		108		100		100		112		420
2015	24		98		25		96		243		22		92		25		94		233


(a)	Includes $~~157~~226 million, $5380 million, $~~144~~216 million, and $75119 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 ~~six~~nine months ended ~~June~~September 30, ~~2011.~~2011.

~~163~~172

NOTE 17 – DEPOSITS

For further discussion of deposits, see Note 19 on pages 263–264 in JPMorgan Chase’s 2010 Annual Report.

At ~~June~~September 30, 2011, and December 31, 2010, noninterest-bearing and interest-bearing deposits were as follows.


(in millions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
U.S. offices
Noninterest-bearing	$	287,654	$	228,555	$	323,058	$	228,555
Interest-bearing
Demand^(a)	34,889		33,368		50,418		33,368
Savings ^(b)	350,216		334,632		356,567		334,632
Time (included $3,555 and $2,733 at fair value)^(c)	84,513		87,237
Time (included $3,669 and $2,733 at fair value)^(c)					77,655		87,237
Total interest-bearing deposits	469,618		455,237		484,640		455,237
Total deposits in U.S. offices	757,272		683,792		807,698		683,792
Non-U.S. offices
Noninterest-bearing	13,422		10,917		14,724		10,917
Interest-bearing
Demand	204,351		174,417		194,754		174,417
Savings	721		607		891		607
Time (included $1,233 and $1,636 at fair value)^(c)	72,919		60,636
Time (included $1,147 and $1,636 at fair value)^(c)					74,641		60,636
Total interest-bearing deposits	277,991		235,660		270,286		235,660
Total deposits in non-U.S. offices	291,413		246,577		285,010		246,577
Total deposits	$	1,048,685	$	930,369	$	1,092,708	$	930,369


(a)	Includes Negotiable Order of Withdrawal (“NOW”) accounts, and certain trust accounts.


(b)	Includes Money Market Deposit Accounts (“MMDAs”).


(c)	Includes structured notes classified as deposits for which the fair value option has been elected. For further discussion, see Note 4 on pages 187–189 of JPMorgan Chase’s 2010 Annual Report.

NOTE 18 – OTHER BORROWED FUNDS

The following table details the components of other borrowed funds.


(in millions)	June 30, 2011		December 31, 2010		September 30, 2011		December 31, 2010
Advances from Federal Home Loan Banks^(a)	$	500	$	2,250	$	—	$	2,250
Other	29,708		32,075		29,318		32,075
Total other borrowed funds^(b)(c)	$	30,208	$	34,325	$	29,318	$	34,325


(a)	Effective January 1, 2011, $23.0 billion of long-term advances from FHLBs were reclassified from other borrowed funds to long-term debt. The prior-year period has been revised to conform with the current presentation.


(b)	Includes other borrowed funds of $~~11.7~~9.4 billion and $9.9 billion accounted for at fair value at ~~June~~September 30, 2011, and December 31, 2010, respectively.


(c)	Includes other borrowed funds of $~~9.5~~10.0 billion and $14.8 billion secured by assets totaling $~~9.6~~9.9 billion and $15.0 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively.

As of ~~June~~September 30, 2011, and December 31, 2010, JPMorgan Chase had no significant lines of credit for general corporate purposes.

~~164~~173

NOTE 19 – EARNINGS PER SHARE

For a discussion of the computation of basic and diluted earnings per share (“EPS”), see Note 25 on page 269 of JPMorgan Chase’s 2010 Annual Report. The following table presents the calculation of basic and diluted EPS for the three- and ~~six~~nine- month periods ended ~~June~~September 30, 2011 and 2010.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions, except per share amounts)	2011		2010		2011		2010		2011		2010		2011		2010
Basic earnings per share
Net income	$	5,431	$	4,795	$	10,986	$	8,121	$	4,262	$	4,418	$	15,248	$	12,539
Less: Preferred stock dividends	158		163		315		325		157		160		472		485
Net income applicable to common equity	5,273		4,632		10,671		7,796		4,105		4,258		14,776		12,054
Less: Dividends and undistributed earnings allocated to participating securities	206		269		468		461		169		239		635		701
Net income applicable to common stockholders	$	5,067	$	4,363	$	10,203	$	7,335	$	3,936	$	4,019	$	14,141	$	11,353
Total weighted-average basic shares outstanding	3,958.4		3,983.5		3,970.0		3,977.0		3,859.6		3,954.3		3,933.2		3,969.4
Net income per share	$	1.28	$	1.10	$	2.57	$	1.84	$	1.02	$	1.02	$	3.60	$	2.86

	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions, except per share amounts)	2011		2010		2011		2010		2011		2010		2011		2010
Diluted earnings per share
Net income applicable to common stockholders	$	5,067	$	4,363	$	10,203	$	7,335	$	3,936	$	4,019	$	14,141	$	11,353
Total weighted-average basic shares outstanding	3,958.4		3,983.5		3,970.0		3,977.0		3,859.6		3,954.3		3,933.2		3,969.4
Add: Employee stock options, SARs and warrants^(a)	24.8		22.1		28.6		23.2		12.6		17.6		23.3		21.3
Total weighted-average diluted shares outstanding^(b)	3,983.2		4,005.6		3,998.6		4,000.2		3,872.2		3,971.9		3,956.5		3,990.7
Net income per share	$	1.27	$	1.09	$	2.55	$	1.83	$	1.02	$	1.01	$	3.57	$	2.84

(a)

Excluded from the computation of diluted EPS (due to the antidilutive effect) were options issued under employee benefit plans and ~~during 2010,~~ the warrants originally issued in 2008 under the U.S. Treasury’s Capital Purchase Program to purchase shares of the Firm’s common stock. ~~For the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2011, the aggregate number of shares issuable upon the exercise of such options were~~ ~~53 million~~ ~~and~~ ~~69 million, respectively. For the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2010, the~~The aggregate number of shares issuable upon the exercise of such options and warrants ~~were~~was ~~224~~197 million and ~~232~~236 million for the three months ended September 30, 2011 and 2010, respectively, and 112 million and 233 million for the nine months ended September 30, 2011 and 2010, 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.

~~165~~174

NOTE 20 – ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

AOCI 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 costs/(credit) related to the ~~Firm's~~Firm’s defined benefit pension and OPEB plans.

As of or for the six months ended
Unrealized gains/(losses) on
AFS securities^(b)

Translation adjustments,
net of hedges
Cash flow hedges
Net loss and prior service costs/(credit)
of defined benefit pension and
OPEB plans

Accumulated other comprehensive
income/(loss)

June 30, 2011 (in millions)
Balance at January 1, 2011 $ 2,498
^(c)
$ 253
$ 206
$ (1,956 ) $ 1,001

Net change 770
^(d)
27
^(e)
(211 )
^(f)
51
^(g)
637

Balance at June 30, 2011 $ 3,268
^(c)
$ 280
$ (5 ) $ (1,905 ) $ 1,638

As of or for the six months ended
Unrealized gains/(losses) on
AFS securities^(b)

Translation adjustments,
net of hedges
Cash flow hedges
Net loss and prior service costs/(credit)
of defined benefit pension and
OPEB plans

Accumulated other comprehensive
income/(loss)

June 30, 2010 (in millions)
Balance at January 1, 2010 $ 2,032
^(c)
$ (16 ) $ 181
$ (2,288 ) $ (91 )
Cumulative effect of change in accounting principle^(a)
(129 ) —
—
—
(129 )
Net change 2,339
^(d)
(25 )
^(e)
165
^(f)
145
^(g)
2,624

Balance at June 30, 2010 $ 4,242
^(c)
$ (41 ) $ 346
$ (2,143 ) $ 2,404



Nine months ended September 30, 2011	Unrealized gains/(losses) on AFS securities^(b)					Translation adjustments, net of hedges					Cash flow hedges					Net loss and prior service costs/(credit) of defined benefit pension and OPEB plans					Accumulated other comprehensive income/(loss)
(in millions)	Unrealized gains/(losses) on AFS securities^(b)					Translation adjustments, net of hedges					Cash flow hedges										Accumulated other comprehensive income/(loss)
Balance at January 1, 2011		$	2,498		^(c)		$	253				$	206				$	(1,956	)			$	1,001
Net change		1,239			^(d)		(210		)	^(e)		(152		)	^(f)		86			^(g)		963
Balance at September 30, 2011		$	3,737		^(c)		$	43				$	54				$	(1,870	)			$	1,964

Nine months ended September 30, 2010	Unrealized gains/(losses) on AFS securities^(b)					Translation adjustments, net of hedges					Cash flow hedges					Net loss and prior service costs/(credit) of defined benefit pension and OPEB plans					Accumulated other comprehensive income/(loss)
(in millions)	Unrealized gains/(losses) on AFS securities^(b)					Translation adjustments, net of hedges					Cash flow hedges										Accumulated other comprehensive income/(loss)
Balance at January 1, 2010		$	2,032		^(c)		$	(16	)			$	181				$	(2,288	)			$	(91	)
Cumulative effect of change in accounting principle^(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

(a)

Reflects the effect of adoption of accounting guidance related to the consolidation of ~~VIEs.~~VIEs, and to embedded credit derivatives in beneficial interests in securitized financial assets. AOCI decreased by $129 million due to the adoption of the accounting 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 16 on pages 244–259 of JPMorgan Chase’s 2010 Annual Report. 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 6 on pages 191-199 of JPMorgan Chase ’s 2010Annual Report.


(b)	Represents the after-tax difference between the fair value and amortized cost of securities accounted for as AFS.


(c)	At ~~June~~September 30, 2011, January 1, 2011, ~~June~~September 30, 2010 and January 1, 2010, included after-tax unrealized losses not related to credit on debt securities for which credit losses have been recognized in income of $~~(62)~~(57) million, $(81) ~~million~~, ~~$(126)~~million$(97) million and $(226) million, respectively.

(d)

The net change for the ~~six~~nine months ended ~~June~~September 30, 2011, was due primarily to increased market value on agency ~~MBS~~ mortgage-backed securities (“MBS”)and municipal securities, partially offset by the widening of spreads on non-U.S. corporate debt and realization of gains due to portfolio repositioning. The net change for the ~~six~~nine months ended ~~June~~September 30, 2010, was due primarily to the narrowing of spreads on commercial and non-agency MBS ~~and CLOs partially offset by declines in non-U.S. government debt and realization of gains due to portfolio repositioning.~~as well as on collateralized loan obligations; also reflects increased market value on pass through MBS.

(e)

The net change for the ~~six~~nine months ended ~~June~~September 30, 2011, and 2010, included after-tax gains/(losses) on foreign currency translation from operations for which the functional currency is other than the U.S. dollar of $~~498~~(258) million and $~~(489)~~187 million, respectively, partially offset by after-tax gains/(losses) on hedges of $~~(471)~~48 million and $~~464~~9 million, respectively. The Firm may not hedge its entire exposure to foreign currency translation on net investments in foreign operations.

(f)

The net change for the ~~six~~nine months ended ~~June~~September 30, 2011, included $~~112~~145 million of after-tax gains/(losses) recognized in income, and $~~(99)~~(7) million of after-tax gains/(losses), representing the net change in derivative fair value that was reported in comprehensive income. The net change for the ~~six~~nine months ended ~~June~~Sept 30, 2010, included $653 million of after-tax gains recognized in income and $~~171~~195 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 ~~six~~nine month periods ended ~~June~~September 30, 2011 and 2010, were 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 2010 and 2009, respectively); and the amortization of net loss and prior service credit into net periodic benefit cost.

~~166~~175

NOTE 21 – OFF–BALANCE SHEET LENDING-RELATED FINANCIAL INSTRUMENTS, GUARANTEES AND OTHER COMMITMENTS

JPMorgan Chase provides 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 to the Firm should the counterparty draw upon the commitment or the Firm be required to fulfill its obligation under the guarantee, and should the counterparty subsequently fail to perform according to the terms of the contract. Most of these commitments and guarantees expire without being drawn or a default occurring. 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 30 on pages 275–280 of JPMorgan Chase’s 2010 Annual Report.

To provide for the risk of loss inherent in wholesale and consumer (excluding credit card) contracts, an allowance for credit losses on lending-related commitments is maintained. See Note 14 on pages ~~149–150~~158–159 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 ~~June~~September 30, 2011, and December 31, 2010. 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 credit card lines of credit by providing the borrower notice or, in some cases, without notice as permitted by law. 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.

~~167~~176

Off–balance sheet lending-related financial instruments, guarantees and other commitments


	Contractual amount				Carrying value^(j)						Contractual amount				Carrying value^(j)
(in millions)	June 30, 2011		December 31, 2010		June 30, 2011			December 31, 2010			September 30, 2011		December 31, 2010		September 30, 2011			December 31, 2010
Lending-related
Consumer, excluding credit card:
Home equity – senior lien	$	17,265	$	17,662	$	—		$	—		$	16,902	$	17,662	$	—		$	—
Home equity – junior lien	28,586		30,948		—			—			27,576		30,948		—			—
Prime mortgage	1,117		1,266		—			—			1,512		1,266		—			—
Subprime mortgage	—		—		—			—			—		—		—			—
Auto	6,795		5,246		1			2			7,416		5,246		1			2
Business banking	10,046		9,702		5			4			10,284		9,702		5			4
Student and other	840		579		—			—			891		579		—			—
Total consumer, excluding credit card	64,649		65,403		6			6			64,581		65,403		6			6
Credit card	535,625		547,227		—			—			528,830		547,227		—			—
Total consumer	600,274		612,630		6			6			593,411		612,630		6			6
Wholesale:
Other unfunded commitments to extend credit^(a)(b)	210,023		199,859		304			364			217,751		199,859		366			364
Standby letters of credit and other financial guarantees^(a)(b)(c)(d)	97,050		94,837		686			705			99,515		94,837		691			705
Unused advised lines of credit	52,848		44,720		—			—			56,245		44,720		—			—
Other letters of credit^(a)(d)	5,768		6,663		2			2			6,171		6,663		2			2
Total wholesale	365,689		346,079		992			1,071			379,682		346,079		1,059			1,071
Total lending-related	$	965,963	$	958,709	$	998		$	1,077		$	973,093	$	958,709	$	1,065		$	1,077
Other guarantees and commitments
Securities lending guarantees^(e)	$	205,411	$	181,717	NA			NA			$	199,020	$	181,717	NA			NA
Derivatives qualifying as guarantees^(f)	84,089		87,768		$	321		$	294		81,243		87,768		$	718		$	294
Unsettled reverse repurchase and securities borrowing agreements^(g)	59,570		39,927		—			—			69,752		39,927		—			—
Other guarantees and commitments^(h)	6,177		6,492		(6		)	(6		)	6,113		6,492		(6		)	(6		)
Loan sale and securitization-related indemnifications:
Repurchase liability⁽ⁱ⁾	NA		NA		3,631			3,285			NA		NA		3,616			3,285
Loans sold with recourse	10,624		10,982		141			153			10,615		10,982		155			153

(a)

At ~~June~~September 30, 2011, and December 31, 2010, represented the contractual amount net of risk participations totaling $~~608~~617 million and $542 million, respectively, for Other unfunded commitments to extend credit; $~~22.3~~21.2 billion and $22.4 billion, respectively, for Standby letters of credit and other financial guarantees; and $1.4 billion and $1.1 billion, respectively, for Other letters of credit. In regulatory filings with the Federal Reserve Board these commitments are shown gross of risk participations.

(b)


(c)	At ~~June~~September 30, 2011, and December 31, 2010, included unissued Standby letters of credit commitments of $~~41.9~~43.0 billion and $41.6 billion, respectively.


(d)	At ~~June~~September 30, 2011, and December 31, 2010, JPMorgan Chase held collateral relating to $~~39.3~~40.7 billion and $37.8 billion, respectively, of Standby letters of credit; and $~~1.7~~1.5 billion and $2.1 billion, respectively, of Other letters of credit.

(e)

At ~~June~~September 30, 2011, and December 31, 2010, collateral held by the Firm in support of securities lending indemnification agreements was $~~207.9~~200.8 billion and $185.0 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 ~~June~~September 30, 2011, and December 31, 2010, reflected derivative payables of $~~420~~823 million and $390 million, respectively, less derivative receivables of $99105 million and $96 million, respectively.

(g)

At ~~June~~September 30, 2011, and December 31, 2010, the amount of commitments related to forward starting reverse repurchase agreements and securities borrowing agreements were $~~14.0~~20.4 billion and $14.4 billion, respectively. Commitments related to unsettled reverse repurchase agreements and securities borrowing agreements with regular way settlement periods were $~~45.6~~49.3 billion and $25.5 billion, at ~~June~~September 30, 2011, and December 31, 2010, respectively.

(h)


(i)	Represents the 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 170–171~~page 179 of this Note.


(j)	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.

~~168~~177

Other unfunded commitments to extend credit

Other unfunded commitments to extend credit generally comprise commitments for working capital and general corporate purposes, as well as extensions of credit to support commercial paper facilities and bond financings in the event that those obligations cannot be remarketed to new investors.

Also included in other unfunded commitments to extend credit are commitments to noninvestment-grade counterparties in connection with leveraged and acquisition finance activities, which were $7.1 billion and $5.9 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively. For further information, see Note 3 and Note 4 on pages ~~102–114~~104–116 and ~~114–116~~116–118 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 30 on pages 275–280 of JPMorgan Chase’s 2010 Annual Report. The recorded amounts of the related to guarantees and indemnifications at ~~June~~September 30, 2011, and December 31, 2010, excluding the allowance for credit losses on lending-related commitments are discussed ~~on pages 170–171 of this Note.~~below.

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 $~~688~~693 million and $707 million at ~~June~~September 30, 2011, and December 31, 2010, respectively, which were classified in accounts payable and other liabilities on the Consolidated Balance Sheets; these carrying values included $~~316~~314 million and $347 million, respectively, for the allowance for lending-related commitments, and $~~372~~379 million and $360 million, respectively, for the guarantee liability and corresponding asset.

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 ~~June~~September 30, 2011, and December 31, 2010.

Standby letters of credit and other financial guarantees and other letters of credit


	June 30, 2011						December 31, 2010						September 30, 2011						December 31, 2010
(in millions)	Standby letters of credit and other financial guarantees				Other letters of credit		Standby letters of credit and other financial guarantees				Other letters of credit		Standby letters of credit and other financial guarantees				Other letters of credit		Standby letters of credit and other financial guarantees				Other letters of credit
Investment-grade^(a)		$	74,222		$	4,399		$	70,236		$	5,289		$	76,321		$	4,971		$	70,236		$	5,289
Noninvestment-grade ^(a)		22,828			1,369			24,601			1,374			23,194			1,200			24,601			1,374
Total contractual amount^(b)		$	97,050	^(c)	$	5,768		$	94,837	^(c)	$	6,663		$	99,515	^(c)	$	6,171		$	94,837	^(c)	$	6,663
Allowance for lending-related commitments		$	314		$	2		$	345		$	2		$	312		$	2		$	345		$	2
Commitments with collateral		39,335			1,748			37,815			2,127			40,715			1,468			37,815			2,127


(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 ~~June~~September 30, 2011, and December 31, 2010, represented contractual amount net of risk participations totaling $~~22.3~~21.2 billion and $22.4 billion, respectively, for Standby letters of credit and other financial guarantees; and $1.4 billion and $1.1 billion, respectively, for Other letters of credit. In regulatory filings with the Federal Reserve these commitments are shown gross of risk participations.


(c)	At ~~June~~September 30, 2011, and December 31, 2010, included unissued Standby letters of credit commitments of $~~41.9~~43.0 billion and $41.6 billion, respectively.

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. For further information on these derivatives, see Note 30 on pages 275-280 of JPMorgan Chase’s 2010 Annual Report. The total notional value of the derivatives that the Firm deems to be guarantees was $~~84.1~~81.2 billion and $87.8 billion at ~~June~~September 30, 2011, and December 31, 2010, respectively. The notional amount generally represents the Firm’s maximum exposure to derivatives qualifying as guarantees. However, exposure to certain stable value contracts is contractually limited to a substantially lower percentage of the notional amount; the notional amount on these stable value contracts was $~~26.2~~25.9 billion and $25.9 billion and the maximum exposure to loss was $2.8 billion and $2.7 billion, at ~~June~~September 30, 2011, and December 31, 2010, respectively. The fair values of the contracts reflects the probability of whether the Firm will be required to perform under the contract. The fair value related to derivatives that the Firm deems to be guarantees were derivative payables of $~~420~~823 million and $390 million and derivative receivables of $99105 million and $96 million at ~~June~~September 30, 2011, and December 31, 2010, 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.

~~169~~178

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 ~~117–124~~119–126 of this Form 10-Q, and Note 6 on pages 191–199 of JPMorgan Chase’s 2010 Annual Report.

Loan sale- and securitization-related indemnifications

Indemnifications for breaches of representations and warranties

In connection with the Firm’s loan sale and securitization activities with the GSEs and other loan sale and private-label securitization transactions, as described in Notes 13 and 15 on pages ~~134–148~~136–157 and ~~151–159,~~160–168, respectively, of this Form 10-Q, and Notes 14 and 16 on pages 220–238 and 244–259, respectively of JPMorgan Chase’s 2010 Annual Report, the Firm has made representations and warranties that the loans sold meet certain requirements. 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,~~although there have been generalized allegations that the Firm should repurchase loans sold or deposited into private-label securitizations, predominantly all of the loan-level repurchase demands received by the Firm and the Firm’s losses realized to date are related to loans sold to the GSEs.

The Firm has recognized a repurchase liability of $3.6 billion and $3.3 billion, as of ~~June~~September 30, 2011, and December 31, 2010, respectively, which is reported in accounts payable and other liabilities net of probable recoveries from ~~third parties.~~third-party correspondents of $575 million and $517 million at September 30, 2011, and December 31, 2010, respectively.

Substantially all of the estimates and assumptions underlying the Firm’s established methodology for computing its recorded repurchase liability – including factors such as the amount of probable future demands from purchasers, trustees or investors, 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) macro-economic factors and (ii) the level of future demands, which is dependent, in part, on actions taken by third parties such as the GSEs, mortgage insurers, trustees and ~~mortgage insurers.~~investors.

While the Firm uses the best information available to it in estimating its repurchase liability, the estimation process is inherently uncertain and imprecise and, accordingly, losses in excess of the amounts accrued as of ~~June~~September 30, 2011, are reasonably possible. The Firm believes the estimate of the range of reasonably possible losses, in excess of its established repurchase liability, is from $0 to approximately $~~2.2~~2 billion at ~~June~~September 30, 2011. This estimated range of reasonably possible loss considers the Firm's GSE-related exposure based on an assumed peak to trough decline in home prices of 45%, which is an additional 1110 percentage point decline in home prices beyond the Firm’s current assumptions, which were derived from a nationally recognized home price index. Although the Firm does not consider such further decline in home prices to be likely to occur, such a decline could increase the level of loan delinquencies, thereby potentially increasing the repurchase demand rate from the GSEs and increasing loss severity on repurchased loans, each of which could affect the Firm’s repurchase liability. Claims related to private-label securitizations have, thus far, generally manifested themselves through securities-related litigation, which the Firm has considered with other litigation matters as discussed in Note 23 on pages ~~172–179~~181–189 of this Form 10-Q. Actual repurchase losses could vary significantly from the Firm’s recorded repurchase liability or this estimate of reasonably possible additional losses, depending on the outcome of various factors, including those considered above.

The following table summarizes the change in the repurchase liability for each of the periods presented.

Summary of changes in mortgage repurchase liability


	Three months ended June 30,						Six months ended June 30,						Three months ended September 30,						Nine months ended September 30,
(in millions)	2011			2010			2011			2010			2011			2010			2011			2010
Repurchase liability at beginning of period	$	3,474		$	1,982		$	3,285		$	1,705		$	3,631		$	2,332		$	3,285		$	1,705
Realized losses^(a)	(241		)	(317		)	(472		)	(563		)	(329		)	(489		)	(801		)	(1,052		)
Provision for repurchase losses	398			667			818			1,190			314			1,464			1,132			2,654
Repurchase liability at end of period	$	3,631		$	2,332		$	3,631		$	2,332		$	3,616		$	3,307		$	3,616		$	3,307

(a)

~~170~~179

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 ~~June~~September 30, 2011, and December 31, 2010, the unpaid principal balance of loans sold with recourse totaled $10.6 billion and $11.0 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 its recourse obligations was $~~141~~155 million and $153 million at ~~June~~September 30, 2011, and December 31, 2010, respectively.

NOTE 22 – PLEDGED ASSETS AND COLLATERAL

For a discussion of the Firm’s pledged assets and collateral, see Note 31 on pages 280–281 of JPMorgan Chase’s 2010 Annual Report.

Pledged assets

At ~~June~~September 30, 2011, assets were pledged to collateralize repurchase agreements, other securities financing agreements, derivative transactions and for other purposes, including to secure borrowings and public deposits. Certain of these pledged assets may be sold or repledged by the secured parties and are identified as financial instruments owned (pledged to various parties) on the Consolidated Balance Sheets. In addition, at ~~June~~September 30, 2011, and December 31, 2010, the Firm had pledged $~~281.4~~273.8 billion and $288.7 billion, respectively, of financial instruments it owns that may not be sold or repledged by the secured parties. Total 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 ~~151–159~~160–168 of this Form 10-Q, and Note 16 on pages 244–259 of JPMorgan Chase’s 2010 Annual Report, for additional information on assets and liabilities of consolidated VIEs. For further information regarding pledged assets, see Note 31 on page 281 of JPMorgan Chase’s 2010 Annual Report.

Collateral

At ~~June~~September 30, 2011, and December 31, 2010, the Firm had accepted assets as collateral that it could sell or repledge, deliver or otherwise use with a fair value of approximately $~~705.2~~749.1 billion and $655.0 billion, respectively. This collateral was generally obtained under resale agreements, securities borrowing agreements, customer margin loans and derivative agreements. Of the collateral received, approximately $~~509.3~~546.2 billion and $521.3 billion, respectively, were sold or repledged, generally as collateral under repurchase agreements, securities lending agreements or to cover short sales and to collateralize deposits and derivative agreements. For further information regarding collateral, see Note 31 on page 281 of JPMorgan Chase’s 2010 Annual Report.

~~171~~180

NOTE 23 – LITIGATION

Contingencies

As of ~~June~~September 30, 2011, the Firm and its subsidiaries are defendants or putative defendants in more than 10,000 legal proceedings, ~~in the form of~~including private, civil litigations and regulatory/government ~~investigations as well as private, civil litigations.~~investigations. The litigations range from individual actions involving a single plaintiff to class action lawsuits with potentially millions of class members. Investigations involve both formal and informal proceedings, by both governmental agencies and self-regulatory organizations. These legal proceedings are at varying stages of adjudication, arbitration or investigation, and involve each of the Firm’s lines of business and geographies and a wide variety of claims (including common law tort and contract claims and statutory antitrust, securities and consumer protection claims), some of which present novel legal theories.

The Firm believes the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for its legal proceedings is from $0 to approximately $~~5.1~~5.0 billion at ~~June~~September 30, 2011. This estimated aggregate range of reasonably possible losses is based upon currently available information for those proceedings in which the Firm is involved, taking into account the Firm’s best estimate of such losses for those cases for which such estimate can be made. For certain cases, the Firm does not believe that an estimate can currently be made. The Firm’s estimate involves significant judgment, given the varying stages of the proceedings (including the fact that many ~~of them~~ are currently in preliminary stages), the existence in many such proceedings of multiple defendants (including the Firm) ~~in many of such proceedings~~ whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the proceedings (including issues regarding class certification and the scope of many of the claims), and the attendant uncertainty of the various potential outcomes of such proceedings. Accordingly, the Firm’s estimate will change from time to time, and actual losses may be more than the current estimate.

Set forth below are descriptions of the Firm’s material legal proceedings.

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 J.P. Morgan Securities LLC (“JPMorgan Securities”; formerly J.P. Morgan Securities Inc.), 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 Administrators 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; more than 45 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 has filed motions to dismiss each of the actions pending in federal court, which are being coordinated before the federal District Court in New York. These motions are currently pending. Claims brought by one issuer of auction-rate securities were recently dismissed by an arbitration panel after the evidentiary hearing.

Additionally, the Firm was named in two putative antitrust class actions also pending in the federal District Court in New York. The actions allege that the Firm, along with numerous other financial institution defendants, colluded to maintain and stabilize the auction-rate securities market and then to withdraw their support for the auction-rate securities market. In January 2010, the District Court dismissed both actions. An appeal is pending in the United States Court of Appeals for the Second Circuit.

Bear Stearns Hedge Fund Matters. The Bear Stearns Companies LLC (formerly The Bear Stearns Companies Inc. (“Bear Stearns”), certain current or former subsidiaries of Bear Stearns, including Bear Stearns Asset Management, Inc. (“BSAM”) and Bear, Stearns & Co. Inc., and certain individuals formerly employed by Bear Stearns are named defendants (collectively the “Bear Stearns defendants”) in multiple civil actions and arbitrations relating to alleged losses 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.

~~172~~181

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 feeder funds.~~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.~~ An agreement ~~in principle~~ has been reached, pursuant to which BSAM would pay a maximum of approximately $19 million to settle the ~~one~~ derivative action relating to the U.S. feeder fund to the High Grade Fund. BSAM has reserved the right not to proceed with this settlement if plaintiff is unable to secure the participation of investors whose net contributions meet a prescribed percentage of the aggregate net contributions to that feeder fund. That settlement has been preliminarily approved by the ~~High Grade~~Court, and the parties are currently seeking final approval. An agreement in principle also has been reached, pursuant to which BSAM would pay a maximum of approximately $18 million to settle the derivative action relating to the U.S. feeder fund to the Enhanced Leverage Fund. ~~The~~As with the other settlement, BSAM has reserved the right not to proceed with this settlement if plaintiff is unable to secure the participation of investors whose net contributions meet a prescribed percentage of the aggregate net contributions to that feeder fund. That agreement in principle remains subject to documentation and approval by the Court. In the ~~other two actions,~~third action, purportedly involving net losses of approximately $700 million, the parties are ~~engaging~~engaged in ~~Court-ordered settlement discussions. Discovery has been limited for the duration of that process. Total alleged losses in these three actions exceed~~ ~~$1 billion~~.discovery.

The fourth action was brought by 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,” issued in May 2007 for which BSAM served as collateral manager. This securitization was composed of certain collateralized debt obligation holdings that were purchased by BofA from the Funds. ~~Bank of America~~BofA 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.

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 million and 120 million common shares outstanding, and the price per share 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. 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. Certain of these matters have been dismissed or settled. 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, brought under the Employee Retirement Income Security Act (“ERISA”), 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.

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 a shareholder derivative and class action suit which is pending in the United States District Court for the Southern District of New York. Plaintiffs assert 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.

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. Defendants moved to dismiss the purported securities class action, the shareholders’ derivative action and the ERISA action. In January 2011, the District Court granted the motions to dismiss the derivative and ERISA actions, and denied the motion as to the securities action. Plaintiffs in the derivative action have ~~filed a motion for reconsideration of~~appealed the dismissal ~~as well as an appeal.~~to the United States Court of Appeals for the Second Circuit. Plaintiffs in the ESOP action ~~have~~ filed a motion ~~to alter the judgment and~~ for leave to amend their amended consolidated ~~complaint.~~complaint, which was granted. Discovery is ongoing in the securities action.

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, 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 in connection with the Swap and the Bond, together with related swap transactions

182

with other counterparties. The civil proceedings have been stayed pending the determination of an application by JPMorgan Chase to the Supreme Court in Rome challenging jurisdiction, which will be heard in November 2011.

In March 2010, a criminal judge ~~has~~ directed four current and former JPMorgan Chase personnel and JPMorgan Chase Bank,

~~173~~

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. Hearings have continued on a weekly basis since May 2010.

Enron Litigation. JPMorgan Chase and certain of its officers and directors are involved in several lawsuits seeking 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 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.

Interchange Litigation. A group of merchants has 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 and debit card interchange fees, enacted respective association rules in violation of antitrust laws, and engaged in tying/bundling and exclusive dealing. The complaint seeks unspecified damages and injunctive relief based on the theory that interchange fees 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.~~2010. All cases have been consolidated in the United States District Court for the Eastern District of New York for pretrial proceedings. The Court has dismissed all claims relating to periods prior to January 2004. The Court has not yet ruled on motions relating to the remainder of the case or plaintiffs’ class certification motion. Fact and expert discovery have closed.

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.

The parties also have filed motions seeking summary judgment as to various claims in the complaints. Oral argument on these summary judgment motions is scheduled to be heard in November 2011.

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 losses of more than $1 billion in market value of these securities. The first case was filed by NM Homes One, Inc. in federal District Court in New York. Following rulings on motions addressed to the pleadings, plaintiff’s claims for breach of contract, breach of fiduciary duty, negligence and gross negligence survive, and discovery is proceeding. In the second case, which was filed by Assured Guaranty (U.K.) in New York state court, the New York State Appellate Division allowed plaintiff to proceed with its claims for breach of fiduciary duty and gross negligence, and for breach of contract based on alleged violations of the Delaware Insurance Code. JPMorgan Investment Management’s appeal is pending in the New York State Court of Appeals. Discovery is also proceeding. In the third case, filed by Ambac Assurance UK Limited in New York state court, the lower court granted JPMorgan Investment Management’s motion to dismiss. The New York State Appellate Division reversed the lower court’s decision and is allowing plaintiff to proceed with its claims. The fourth case was filed by CMMF LLP in New York state court. The amended complaint asserts claims under New York law for breach of fiduciary duty, gross negligence, breach of contract and negligent misrepresentation. The lower court denied in part defendants’ motion to dismiss and discovery is proceeding.

Lehman Brothers Bankruptcy Proceedings. In May 2010, Lehman Brothers Holdings Inc. (“LBHI”) and its Official Committee of Unsecured Creditors filed a complaint (and later an amended complaint) against JPMorgan Chase Bank, N.A. in the United States Bankruptcy Court for the Southern District of New York that 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 weeks preceding LBHI’s bankruptcy. The amended complaint also seeks unspecified damages on the grounds that JPMorgan Chase Bank, N.A.’s collateral requests hastened LBHI’s demise. The Firm has moved to dismiss ~~plaintiffs’~~plaintiffs' amended complaint in its ~~entirety. That~~entirety, and has also moved to transfer the litigation from the Bankruptcy Court to the United States District Court for the Southern District of New York. Neither motion has ~~not~~ yet been decided. The Firm also filed counterclaims against LBHI alleging that LBHI fraudulently induced the Firm to make large clearing advances to Lehman against inappropriate collateral, which left the Firm with more than $25 billion in claims against the estate of Lehman’s broker-dealer, which could be unpaid if the Firm is

183

required to return any collateral to Lehman. Discovery is underway with a trial scheduled for 2012. In addition, in April 2011, the Firm and the SIPA Trustee for LBHI’s U.S. broker-dealer subsidiary, Lehman Brothers Inc. (“LBI”) ~~announced that they had~~, reached an agreement to return more than $800 million in alleged LBI customer assets to the LBI Estate for distribution to its customer claimants. ~~In late June 2011, the~~The Bankruptcy Court approved the ~~agreement.~~agreement in June 2011, and the asset transfer was completed in July 2011. The Firm has received and is in various stages of responding to regulatory investigations regarding Lehman.

LIBOR Investigations and Litigation. JPMorgan Chase has received various subpoenas and requests for documents and, in some cases, interviews, from the United States Department of Justice, United States Commodity Futures Trading Commission, United States Securities and Exchange Commission, European Commission, United Kingdom Financial Services Authority and Canadian Competition Bureau. The documents and information sought all relate to the process by which rates were submitted to the British Bankers Association (“BBA”) in connection with the setting of the BBA’s London Interbank Offered Rate (“LIBOR”), principally in 2007 and 2008. The inquiries from some of the regulators also ~~responded~~relate to a similar process by which rates are submitted to the European Banking Federation in connection with the setting of Euribor rates during similar time periods. The Firm is cooperating with these inquiries.

In addition, the Firm has been named as defendant along with other banks in a series of individual and class actions filed in various ~~regulatory inquiries regarding~~U.S. federal courts alleging that since 2006 the ~~Lehman matter.~~defendants either individually suppressed the LIBOR rate artificially or colluded in submitting rates for LIBOR that were artificially low. Plaintiffs allege that they transacted in U.S. Dollar Libor-based derivatives or other financial instruments whose values are impacted by changes in U.S. Dollar Libor, and assert a variety of claims including antitrust claims seeking treble damages. All cases have been consolidated for pre-trial purposes in the United States District Court for the Southern District of New York.

~~174~~

Madoff Litigation.JPMorgan Chase & Co., JPMorgan Chase Bank, N.A., JPMorgan Securities, ~~LLC,~~ and ~~JPMorgan~~J.P. Morgan Securities Ltd. ("JPMSL") have been named as defendants in a lawsuit brought by the trustee (the "Trustee") for the liquidation of Bernard L. Madoff Investment Securities LLC ~~(the “Trustee”~~("Madoff"). The Trustee ~~recently~~has served an amended complaint in which he has asserted 28 causes of action against JPMorgan Chase, 20 of which seek to avoid certain transfers (direct or indirect) made to JPMorgan Chase that are alleged to have been preferential or fraudulent under the federal Bankruptcy Code and the New York Debtor and Creditor Law. The remaining causes of action ~~are~~involve claims for, among other things, aiding and abetting fraud, aiding and abetting breach of fiduciary duty, conversion, contribution and unjust enrichment. The complaint generally alleges that JPMorgan Chase, as Madoff’s long-time bank, facilitated the maintenance of Madoff’s Ponzi scheme and overlooked signs of wrongdoing in order to obtain profits and fees. The complaint ~~purports~~asserts common law claims that purport to seek approximately $19 billion in damages, ~~from JPMorgan Chase, and~~together with bankruptcy law claims to recover approximately $425 million in transfers that JPMorgan Chase allegedly received directly or indirectly from Bernard ~~Madoff’s~~Madoff's brokerage firm. By order dated October 31, 2011, the United States District Court for the Southern District of New York granted JPMorgan ~~Chase’s~~Chase's motion to ~~return~~dismiss the ~~case from~~common law claims asserted by the Trustee, and returned the remaining claims to the Bankruptcy Court ~~to the District Court was granted in May 2011 and JPMorgan Chase has moved to dismiss most of the Trustee’s claims.~~for further proceedings.

Separately, J.P. Morgan Trust Company (Cayman) Limited, JPMorgan (Suisse) SA, ~~J.P. Morgan Securities Ltd., and~~JPMSL, Bear Stearns Alternative Assets International Ltd. and J.P. Morgan Clearing Corp. have been named as defendants in ~~several suits~~lawsuits presently pending in Bankruptcy Court ~~and state and federal courts~~ in New York arising out of the liquidation proceedings of Fairfield Sentry Limited and Fairfield Sigma Limited (together, “Fairfield”), so-called Madoff feeder funds. These actions ~~advanced~~are based on theories of mistake and restitution and ~~sought~~seek to recover payments ~~previously~~ made to defendants by the funds totaling approximately $~~140~~150 million. ~~Fairfield and the Madoff Trustee reached~~Pursuant to an agreement ~~pursuant~~with the Trustee, the liquidators of Fairfield have voluntarily dismissed their action against JPMSL without prejudice to ~~which the complaints against Cayman, Suisse, and JP Morgan Securities Ltd. will be dismissed and that agreement has been approved by the court.~~

refiling. The other actions remain outstanding. In addition, a purported class action is pending against JPMorgan Chase in the United States District Court for the Southern District of New York, as is a motion by separate potential class plaintiffs to add claims against JPMorgan Chase, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and J.P. Morgan Securities Ltd. to an already-pending purported class action in the same court. The allegations in these complaints largely track those raised by the Trustee. The JPMorgan Chase entities have moved to dismiss these actions.

Finally, JPMorgan Chase is a defendant in five actions pending in the New York state court and one individual action in federal court in New York. The allegations in all of these actions are essentially identical, and involve claims against the Firm for aiding and abetting fraud, aiding and abetting breach of fiduciary duty, conversion and unjust enrichment. In the state court actions, the Firm's motion to dismiss is pending. In the federal action, the Firm prevailed on its motion to dismiss before the District Court, and that decision was recently affirmed on appeal. ~~In the state court actions, the Firm’s motion to dismiss has been fully briefed and the parties are awaiting the court’s decision.~~

The Firm is also responding to various governmental inquiries concerning the Madoff matter.

Mortgage-Backed Securities Litigation and Regulatory Investigations. JPMorgan Chase and affiliates, Bear Stearns and affiliates and Washington Mutual affiliates have been named as defendants in a number of cases in their various roles as issuer or underwriter in ~~mortgage-backed securities (“MBS”)~~MBS offerings. These cases include purported class action suits, actions by individual purchasers of securities or by trustees for the benefit of purchasers of securities, and actions by insurance companies that guaranteed payments of principal and interest for particular tranches ~~and an action by a trustee.~~of securities offerings. Although the allegations vary by lawsuit, these cases generally allege that the offering documents for ~~more than~~approximately $~~160~~180 billion of securities issued by dozens of securitization trusts contained material misrepresentations and omissions, including ~~statements regarding~~with regard to the underwriting standards pursuant to which the underlying mortgage

184

loans were issued, or assert that various representations or warranties relating to the loans were breached at the time of origination.

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 moved to dismiss these actions. One of those motions has been granted in part to dismiss claims relating to all but one of the offerings. The other two motions remain pending. In addition, Washington Mutual affiliates, WaMu Asset Acceptance Corp. and WaMu Capital Corp., along with certain former officers or directors of WaMu Asset Acceptance Corp., have been named as defendants in three now-consolidated purported class action cases pending in the Western District of Washington. ~~Defendants’~~The Court denied plaintiffs' motion ~~to dismiss was granted in part to dismiss all claims relating to MBS offerings in which a named plaintiff was not a purchaser. Defendants have since moved~~ for ~~judgment on the pleadings as to all claims relating to all MBS Certificates of which a named plaintiff was not a purchaser. Plaintiffs have sought~~ leave to amend their complaint to add JPMorgan Chase Bank, N.A., as a defendant on the theory that it is a successor to Washington Mutual Bank. ~~The Firm has opposed this request. Plaintiffs have filed~~In October 2011, the District Court certified a ~~motion for~~ class ~~certification,~~of plaintiff investors to pursue the claims asserted, but limited those claims to the 13 tranches of MBS in which ~~defendants have opposed. Discovery is ongoing.~~a named plaintiff purchased.

In other actions brought against the Firm as an MBS issuer (and, in some cases, also as an underwriter) certain JPMorgan Chase entities, ~~several~~certain Bear Stearns entities, and certain Washington Mutual affiliates are defendants in ten separate individual actions commenced by the Federal Home Loan Banks of Pittsburgh, Seattle, San Francisco, Chicago, Indianapolis, Atlanta and Boston in various ~~state~~ courts ~~around~~across the ~~country;~~country.

The National Credit Union Administration has filed suit against various JPMorgan Chase entities, in their roles as issuers and/or underwriters, with respect to 16 offerings. The case is pending in federal court in Kansas. Various JPMorgan Chase entities and individuals, Bear Stearns entities and individuals, and Washington Mutual entities and individuals, in their roles as issuers and/or underwriters have been named as defendants in a suit brought by the Federal Housing Finance Administration (“FHFA”), as conservator for Fannie Mae and Freddie Mac. FHFA has also filed three separate suits in which JPMorgan Securities is sued, either for its own capacity as underwriter or as successor to Bear Stearns as underwriter. All four actions filed by FHFA are pending in the United States District Court for the Southern District of New York.

In addition to the foregoing, certain JPMorgan Chase, Bear Stearns and Washington Mutual entities are ~~also among the defendants~~ named in a number of separate individual actions commenced by, or to benefit, various institutional investors that are pending in federal and state ~~courts.~~courts across the country.

~~175~~

EMC Mortgage ~~Corporation~~LLC (formerly EMC Mortgage Corporation) (“EMC”), aan indirect subsidiary of JPMorgan Chase & Co., and certain other JPMorgan Chase entities currently are defendants in ~~six~~four pending actions commenced by bond insurers that guaranteed payments of principal and interest on approximately $~~3.6~~3.2 billion of certain classes of ~~seven~~six different MBS offerings sponsored by EMC. Two of those actions, commenced by Assured Guaranty Corp. and Syncora Guarantee, Inc., respectively, are pending in the United States District Court for the Southern District of New York. Syncora has also filed an action in New York state court alleging tort claims ~~against~~ arising out of the same transaction as its original federal complaint. ~~The fourth~~An action filed by Ambac Assurance Corporation was dismissed on jurisdictional grounds by the United States District Court for the Southern District of New York. ~~The dismissal is on appeal to the United States Court of Appeals for the Second Circuit.~~ Ambac has ~~also~~since filed a nearly identical complaint in New York state ~~court.~~court, which is pending. The ~~sixth~~Ambac and Syncora state court complaints allege fraudulent inducement and tortious interference. Both actions seek unspecified damages and the Ambac action also seeks an order compelling EMC to repurchase those loans. An action commenced by CIFG Assurance North America, Inc.~~, is pending in state court in Texas, but Defendants have filed a motion arguing that New York is the superior forum. In most~~ has been dismissed by agreement of the actions, the 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. In addition, the Ambac, CIFG and Syncora complaints allege fraudulent inducement and tortious interference, though tortious interference was dismissed from the Ambac federal action immediately before the jurisdictional dismissal. Each action seeks unspecified damages and, except in the Syncora state complaint, an order compelling EMC to repurchase those loans. The CIFG complaint also seeks punitive damages.parties.

In the actions against the Firm solely as an underwriter of other ~~issuers��~~issuers’ MBS offerings, the Firm has contractual rights to indemnification from the issuers, but those indemnity rights may prove effectively unenforceable where the issuers are now defunct, such as 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, 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. Plaintiffs’ motion to certify a class of investors in certain offerings is pending, and discovery is ongoing. In addition, JPMorgan Securities and JPMorgan Chase are named as defendants in an individual action filed by the Federal Home Loan Bank of Pittsburgh in connection with a single offering by an affiliate of IndyMac Bancorp. Discovery in that action is ongoing. Separately, JPMorgan Securities, as successor to Bear, Stearns & Co. Inc., along with other underwriters and 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. Discovery is ongoing. With respect to Thornburg, a Bear Stearns subsidiary is also 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 three Thornburg MBS offerings. ~~Defendants have moved~~The Court granted in part defendants' motion to dismiss ~~this action.~~but has indicated that plaintiffs could replead.

Wells Fargo, as trustee for an MBS trust, has filed a breach of contract action against EMC Mortgage in Delaware state court. Plaintiff

185

alleges that EMC breached various representations and warranties and seeks the repurchase of more than 800 mortgage loans by EMC as sponsor and indemnification for the trustee attorneys' fees and costs. The Firm is a defendant in an action commenced by Deutsche Bank National Trust Co., acting as trustee for various MBS trusts. That case is described in more detail below with respect to the Washington Mutual Litigations.

There is no assurance that the Firm will not be named as a defendant in additional MBS-related litigation, and the Firm has entered into agreements with a number of entities that purchased in excess of $8 billion of such securities which toll the statute of limitations with respect to their claims.

A shareholder complaint has been filed in New York state court against the Firm and two affiliates, members of the boards of directors thereof and certain employees, asserting claims based on alleged wrongful actions and inactions relating to residential mortgage originations and securitizations. The action seeks an accounting and damages.

In addition to the above-described litigation, the Firm has also received, and responded to, a number of subpoenas and informal requests for information from federal and state authorities concerning mortgage-related matters, including inquiries concerning a number of transactions involving the Firm’s origination and purchase of whole loans, underwriting and issuance of MBS, treatment of early payment defaults and potential breaches of securitization representations and warranties, and due diligence in connection with ~~securitizations and the Firm’s participation in offerings of certain collateralized debt obligations.~~

~~JPMorgan Securities has resolved the investigation by the SEC’s Division of Enforcement regarding certain collateralized debt obligations.~~

~~In addition to the above mortgage-related matters, the Firm is a defendant in an action commenced by Deutsche Bank, described in more detail below with respect to the Washington Mutual Litigations.~~securitizations.

Mortgage Foreclosure Investigations and Litigation. Multiple 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 servicing, foreclosure and loss mitigation processes. The Firm is cooperating with these investigations, and these investigations could result in material fines, penalties, equitable remedies (including requiring default servicing or other process changes), or other enforcement actions, as well as significant legal costs in responding to governmental investigations and additional litigation. The Office of the Comptroller of the Currency and the Federal Reserve have issued Consent Orders as to JPMorgan Chase Bank, N.A., and JPMorgan Chase & Co., respectively. In their Orders, the regulators have mandated significant changes to the Firm’s servicing and default business and outlined requirements to implement these changes. Included in these requirements is the retention of an independent consultant to conduct an independent review of (and reimbursement of borrowers who sustained economic harm from) residential foreclosure actions or proceedings for loans serviced by the Firm that have been pending at any time from January 1, 2009, to December 31, 2010, as well as residential foreclosure sales that occurred during this time period. These

~~176~~

regulators have reserved the right to impose civil monetary penalties at a later date. Investigations by other state and federal authorities remain pending. Though the Firm has been in discussions with state and federal authorities about a potential global settlement of claims, there can be no assurance that any resolution will be reached.

Four purported class action lawsuits have ~~also~~ been filed against the Firm relating to its mortgage foreclosure ~~procedures.~~procedures, of which two have been dismissed with prejudice. Additionally, the Firm is defending a purported class action brought against Bank of America involving an EMC loan. One of the cases has been voluntarily dismissed with prejudice by the plaintiff. The Firm has moved to dismiss two of the remaining cases. In the fourth case, plaintiffs filed an amended complaint, which the Firm will move to dismiss.

A shareholder derivative action has been filed in New York state court against the Firm’s board of directors alleging that the board failed to exercise adequate oversight as to wrongful conduct by the Firm regarding mortgage servicing. The action seeks a declaratory judgment and damages.

As of January 2011, the Firm had resumed initiation of new foreclosure proceedings in nearly all states in which it had previously suspended such proceedings, utilizing revised procedures in connection with the execution of affidavits and other documents used by Firm employees in the foreclosure process. The Firm is also in the process of reviewing pending foreclosure matters to determine whether remediation of specific documentation is necessary, and is resuming pending foreclosures as the review, and if necessary, remediation, of each pending matter is completed.

Municipal Derivatives Investigations and Litigation. The Department of Justice (“DOJ”) (in conjunction with the Internal Revenue Service), the Securities and Exchange Commission, a group of state attorneys general, the Office of the Comptroller of the Currency and the Federal Reserve Bank of New York investigated the Firm for possible antitrust, securities and tax-related violations in connection with the bidding or sale of guaranteed investment contracts and derivatives to municipal issuers. In July 2011, the Firm reached settlements with all of the government agencies to resolve these investigations. The settlements cover conduct in or prior to 2006. Under the terms of the settlements, the Firm entered into a non-prosecution agreement with the DOJ, and will pay a net amount of ~~$211 million~~ ~~to the other government agencies. The Firm also agreed to implement measures to strengthen board oversight and compliance risk management programs relating to certain types of transactions.~~

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.” In July 2011, the Firm settled with federal and state governmental agencies to resolve their investigations into similar alleged conduct. The Municipal Derivatives Actions have been consolidated and/or coordinated 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 statutes, were filed against JPMorgan Chase, Bear Stearns and numerous other defendants. ~~All of these~~These cases ~~have been~~are also being coordinated for pretrial purposes in the United States District Court for the Southern District of New York. Discovery is ongoing.

~~Following J.P. Morgan Securities’ November 4, 2009, settlement with~~In addition, two civil actions have been commenced against the ~~SEC in connection with~~Firm relating to certain Jefferson County, Alabama (the “County”) warrant underwritings and swap ~~transactions, various parties have brought civil litigation against~~transactions. In November 2009, JPMorgan Securities settled with the ~~Firm. The~~SEC to resolve its investigation into those transactions. Following that settlement, the County and a putative class of sewer rate payers ~~have~~ filed complaints against the Firm and several other defendants in Alabama state court. The suits allege 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~~to act as the counterparty for certain swaps executed by the County. The complaints also allege that the Firm concealed these third-party payments and that, but for this concealment, the County would not have entered into the transactions. The Court denied the Firm’s motions to dismiss the complaints in both proceedings. The Firm filed a mandamus ~~petition~~petitions with the Alabama Supreme Court, seeking immediate appellate review of ~~this decision.~~these decisions. The mandamus petition in the County’s lawsuit was denied in April ~~2011. The mandamus~~2011, and the other petition ~~in the lawsuit brought by sewer ratepayers~~ remains pending.

~~Separately, two~~186

Two insurance companies that guaranteed the payment of principal and interest on warrants issued by Jefferson County have filed separate actions against the Firm in New York state court. Their complaints assert that the Firm fraudulently misled them into issuing insurance 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 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 allegedly paid under the policies to date as well as any future payments and unspecified punitive damages. In December 2010, the court denied the Firm’s motions to dismiss each of the complaints. ~~Discovery is proceeding.~~

Overdraft Fee/Debit Posting Order Litigation. JPMorgan Chase Bank, N.A. has been named as a defendant in several purported class actions relating to its practices in posting debit card transactions to customers’ deposit accounts. Plaintiffs allege that the Firm improperly re-ordered debit card transactions from the highest amount to the lowest amount before processing these transactions in order to generate unwarranted overdraft fees. Plaintiffs contend that the Firm should have processed such transactions in the

~~177~~

chronological order they were authorized. Plaintiffs seek the disgorgement of all overdraft fees paid to the Firm by plaintiffs since approximately 2003 as a result of the re-ordering of debit card transactions. The claims against the Firm have been consolidated with numerous complaints against other national banks in Multi-District Litigation pending in the United States District Court for the Southern District of Florida. The Firm’s motion to compel arbitration of certain plaintiffs’ claims was initially denied by the District Court. ~~That ruling is currently on appeal. Discovery is proceeding in~~On appeal, the United States Court of Appeals for the Eleventh Circuit vacated the District ~~Court.~~Court's order and remanded the case for reconsideration in light of a recent ruling by the United States Supreme Court in an unrelated case addressing the enforcement of an arbitration provision in a consumer product agreement.

Petters Bankruptcy and Related Matters. JPMorgan Chase and certain of its affiliates, including One Equity Partners (“OEP”), have been named as defendants in several actions filed in connection with the receivership and bankruptcy proceedings pertaining to Thomas J. Petters and certain ~~entities~~ affiliated ~~with Petters~~entities (collectively, “Petters”) and the Polaroid Corporation. The principal actions against JPMorgan Chase and its affiliates have been brought by ~~the court appointed~~a court-appointed receiver ~~in the civil action filed by the federal government against~~for Petters and the trustees in ~~the~~ bankruptcy proceedings for three Petters ~~entities, and~~entities. These actions generally seek to avoid, on fraudulent transfer and preference grounds, certain purported transfers in connection with (i) the 2005 acquisition by Petters of Polaroid, ~~by Petters,~~ which at the time was majority-owned by OEP; (ii) two credit facilities that JPMorgan Chase and other financial institutions entered into with Polaroid; and (iii) a credit line and investment accounts held by Petters. The actions collectively seek recovery of approximately $450 million. Defendants have moved to dismiss the complaints in the actions filed by the Petters bankruptcy ~~trustees and have also sought~~trustees. Defendants' motion to transfer ~~those~~the actions from the Bankruptcy Court to the United States District Court for the District of Minnesota, where the ~~receiver’s~~receiver's action is ~~pending.~~pending, was denied in September 2011.

Securities Lending Litigation. JPMorgan Chase Bank, N.A. has been named as a defendant in four putative class actions asserting ERISA and other claims pending in the United States District Court for the Southern District of New 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 investments of approximately $500 million in medium-term notes of Sigma Finance Inc. (“Sigma”). 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. ~~All discovery has been completed.~~The Court granted JPMorgan ~~Chase has moved~~Chase's motion for partial summary judgment as to ~~plaintiffs’~~plaintiffs' duty of loyalty claim, ~~in which it is alleged~~finding that the Firm ~~created an impermissible~~did not have a conflict of interest when it by ~~providing~~provided repurchase financing to Sigma while also holding Sigma medium-term notes in securities lending accounts. Trial on the remaining duty of prudence claim is scheduled to begin in February 2012.

The fourth putative class action concerns investments of approximately $500 million in Lehman Brothers medium-term notes. The Firm has moved to dismiss the amended complaint and is awaiting a decision. Discovery is proceeding while the motion is pending. The New York state court action, which is not a class action, concerns the plaintiff’s alleged loss of money in both Sigma and Lehman Brothers medium-term notes. The Firm has answered the complaint. Discovery is proceeding.

Service Members Civil Relief Act and Housing and Economic Recovery Act Investigations and Litigation. Multiple government officials have ~~announced~~conducted inquiries into the Firm’s procedures related to the Service Members Civil Relief Act (“SCRA”) and the Housing and Economic Recovery Act of 2008 (“HERA”). These inquiries ~~have been~~were prompted by the Firm’s public statements about its SCRA and HERA compliance and actions to remedy certain instances in which the Firm mistakenly charged active or recently-active military personnel mortgage interest and fees in excess of that permitted by SCRA and HERA, and in a number of instances, foreclosed on borrowers protected by SCRA and HERA. The Firm has implemented a number of procedural enhancements and controls to strengthen its SCRA and HERA compliance. In addition, an individual borrower filed a nationwide class action in United States District Court for South Carolina against the Firm alleging violations of the SCRA related to home loans. The Firm agreed to pay $27 million plus attorneys’ fees, in addition to reimbursements previously paid by the Firm, to settle the class action. Additional borrowers were subsequently added to the class, and the Firm agreed to pay an additional $8 million into the settlement fund. The settlement ~~has received preliminary approval by the court and~~ is subject to final court ~~approval.~~approval; a motion seeking their approval is scheduled to be heard in November 2011.

187

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 (“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”).

WMI, JPMorgan Chase and the FDIC have since been involved in litigations over these and other claims pending in the Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") and the United States District Court for the District of Columbia.

~~178~~

In May 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.

The Bankruptcy Court ~~considered~~has been considering confirmation of the Plan, including the Global Settlement Agreement ~~in hearings in early~~since December 2010. ~~In early January 2011,~~Although the Bankruptcy Court ~~issued an opinion in which it~~has twice concluded that the Global Settlement Agreement is fair and reasonable, ~~but that~~the Court has thus far refused to confirm the Plan ~~cannot~~due to unrelated deficiencies. A further revised Plan is expected to be ~~confirmed until~~filed that addresses the ~~parties correct certain deficiencies, which include~~remaining impediments to confirmation identified by the ~~scope of releases. None of these deficiencies relates to the Disputed Assets.~~Bankruptcy Court. The Equity Committee, which represents shareholders of WMI, has ~~filed a~~sought to appeal to the United States District Court for the District of Delaware from so much of the Bankruptcy Court's ruling that found the settlement to be fair and reasonable, but the Committee's petition seeking a direct appeal to the United States Court of Appeals for the Third Circuit ~~from so much of~~was denied. If the Bankruptcy Court’s ruling that found the settlement to be fair and reasonable. A revised Plan was filed with the Bankruptcy Court in February 2011. The Bankruptcy Court concluded the evidentiary portion of the confirmation hearings for the revised Plan in July 2011. Oral argument is scheduled for August 24, 2011. If the Court ultimately confirms the Plan and the Global Settlement Agreement becomes effective, then the Firm currently estimates it will not incur net additional liabilities beyond those already reflected in its ~~balance sheet~~Consolidated Balance Sheet for the numerous disputes covered by the Global ~~Settlement.~~Settlement Agreement.

Other proceedings related to Washington Mutual’s failure are also pending before the Bankruptcy Court. Among other actions, in July 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 early January 2011, the Bankruptcy Court granted summary judgment to JPMorgan Chase and denied summary judgment to the plaintiffs in the Trust Securities adversary proceeding. The plaintiffs have appealed that decision to the United States District Court for the District of Delaware.

Other proceedings related to Washington Mutual’s failure are pending before the United States District Court for the District of Columbia and 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. The case includes assertions that JPMorgan Chase may have assumed liabilities ~~relating to~~for the alleged breaches of representations and warranties in the mortgage securitization agreements. ~~In April 2011, the~~The District Court denied as premature motions by the Firm and the FDIC that sought a ruling on whether the FDIC retained liability for Deutsche ~~Bank’s~~Bank's claims. Discovery is underway.

In addition, JPMorgan Chase was sued in an action originally filed in ~~State Court~~state court in 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 ana price that was allegedly ~~too-low price.~~too low. The Texas Action was transferred to the United States District Court for the District of Columbia, which ultimately granted JPMorgan Chase’s and the FDIC’s motions to dismiss the ~~complaint. Plaintiffs appealed this dismissal and on June 24, 2011,~~complaint, but the United States Court of Appeals for the ~~D.C.~~District of Columbia Circuit reversed the trial ~~court’s~~court's dismissal and remanded the case for further proceedings. Plaintiffs have filed an amended complaint alleging that JPMorgan Chase caused the closure of Washington Mutual Bank and damaged them by causing their bonds issued by Washington Mutual Bank to lose substantially all of their value.

* * *

In addition to the various legal proceedings discussed above, JPMorgan Chase and its subsidiaries are named as defendants or are otherwise involved in a substantial number of other legal proceedings. The Firm believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and it intends to defend itself vigorously in all such matters. Additional legal proceedings may be initiated from time to time in the future.

188

The Firm has established reserves for several hundred of its currently outstanding legal proceedings. The Firm accrues for potential liability arising from such proceedings when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. The Firm evaluates its outstanding legal proceedings 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. The Firm incurred litigation expense of $~~1.9~~1.3 billion and $~~792 million~~1.5 billion, respectively, during the three months ended ~~June~~September 30, 2011, and 2010, and $~~3.0~~4.3 billion and $~~3.7~~5.2 billion, respectively, during the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010. There is no assurance that the Firm’s litigation reserves will not need to be adjusted in the future.

In view of the inherent difficulty of predicting the outcome of legal proceedings, particularly where the claimants seek very large or indeterminate damages, or where the matters present novel legal theories, involve a large number of parties or are in early stages of discovery, the Firm cannot state with confidence what will be the eventual outcomes of the currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or impact related to those matters. JPMorgan Chase believes, based upon its current knowledge, after consultation with counsel and after taking into account its current litigation reserves, that the legal proceedings 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, there is no assurance the ultimate resolution of these matters will not significantly exceed the reserves it has currently accrued; 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.

~~179~~189

NOTE 24 – 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 & Auto, 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 pages ~~17–18~~16–17 of this Form 10-Q, and pages 67–68 and Note 34 on pages 290–293 of JPMorgan Chase’s 2010 Annual Report, except for RFS and Card, which are described below.

Business segment changes

Commencing July 1, 2011, the Firm’s business segments have been reorganized as follows:

The business segment information associated with RFS and Card has been revised to reflect the business reorganization retroactive to January 1, 2010.

Retail Financial Services

RFS serves consumers and businesses through personal service at bank branches and through ATMs, online banking and telephone banking. Customers can use nearly 5,400 bank branches (third-largest nationally) and more than 16,700 ATMs (second-largest nationally), as well as online and mobile banking around the clock. Nearly 32,100 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.

Card Services & Auto

Card Services & Auto (“Card”) is one of the nation’s largest credit card issuers, with over $127 billion in credit card loans and over 64 million open credit card accounts (excluding the commercial card portfolio). In the nine months ended September 30, 2011, customers used Chase credit cards (excluding the commercial card portfolio) to meet over $250 billion of their spending needs. Through its merchant acquiring business, Chase Paymentech Solutions, Card is a global leader in payment processing and merchant acquiring. Consumers also can obtain loans through more than 16,900 auto dealerships and 1,900 schools and universities nationwide.

Segment results

The following tables provide a summary of the Firm’s segment results for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, on a managed basis. 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).

Effective January 1, 2011, capital allocated to CSCard was reduced, largely reflecting portfolio runoff and the improving risk profile of the business; capital allocated to TSS was increased, reflecting growth in the underlying business. The Firm continues to assess the level of capital required for each line of business, as well as the assumptions and methodologies used to allocate capital to the business segments, and further refinements may be implemented in future periods.

190

Segment results and reconciliation^(a)


Three months ended June 30, 2011 (in millions, except ratios)	Investment Bank			Retail Financial Services			Card Services			Commercial Banking			Treasury & Securities Services			Asset Management			Corporate/ Private Equity			Reconciling Items^(c)			Total
Three months ended September 30, 2011 (in millions, except ratios)																												Investment Bank			Retail Financial Services			Card Services & Auto			Commercial Banking			Treasury & Securities Services			Asset Management			Corporate/ Private Equity			Reconciling Items^(c)			Total
Noninterest revenue	$	5,233		$	3,405		$	1,016		$	598		$	1,183		$	2,139		$	1,847		$	(478	)	$	14,943		$	4,293		$	3,473		$	1,254		$	524		$	1,107		$	1,898		$	(140	)	$	(463	)	$	11,946
Net interest income	2,081			4,571			2,911			1,029			749			398			218			(121		)	11,836			2,076			4,062			3,521			1,064			801			418			8			(133		)	11,817
Total net revenue	7,314			7,976			3,927			1,627			1,932			2,537			2,065			(599		)	26,779			6,369			7,535			4,775			1,588			1,908			2,316			(132		)	(596		)	23,763
Provision for credit losses	(183		)	1,128			810			54			(2		)	12			(9		)	—			1,810			54			1,027			1,264			67			(20		)	26			(7		)	—			2,411
Credit allocation income/(expense)^(b)	—			—			—			—			32			—			—			(32		)	—			—			—			—			—			9			—			—			(9		)	—
Noninterest expense	4,332			5,637			1,622			563			1,453			1,794			1,441			—			16,842			3,799			4,565			2,115			573			1,470			1,796			1,216			—			15,534
Income/(loss) before income tax expense/(benefit)	3,165			1,211			1,495			1,010			513			731			633			(631		)	8,127			2,516			1,943			1,396			948			467			494			(1,341		)	(605		)	5,818
Income tax expense/(benefit)	1,108			629			584			403			180			292			131			(631		)	2,696			880			782			547			377			162			109			(696		)	(605		)	1,556
Net income	$	2,057		$	582		$	911		$	607		$	333		$	439		$	502		$	—		$	5,431		$	1,636		$	1,161		$	849		$	571		$	305		$	385		$	(645	)	$	—		$	4,262
Average common equity	$	40,000		$	28,000		$	13,000		$	8,000		$	7,000		$	6,500		$	71,577		$	—		$	174,077		$	40,000		$	25,000		$	16,000		$	8,000		$	7,000		$	6,500		$	71,954		$	—		$	174,454
Average assets	841,355			352,836			132,443			143,560			52,688			74,206			595,455			NA			2,192,543			803,667			283,443			199,974			145,195			60,141			78,669			659,458			NA			2,230,547
Return on average common equity	21		%	8		%	28		%	30		%	19		%	27		%	NM			NM			12		%	16		%	18		%	21		%	28		%	17		%	24		%	NM			NM			9		%
Overhead ratio	59			71			41			35			75			71			NM			NM			63			60			61			44			36			77			78			NM			NM			65



Three months ended September 30, 2010 (in millions, except ratios)	Investment Bank			Retail Financial Services			Card Services & Auto			Commercial Banking			Treasury & Securities Services			Asset Management			Corporate/ Private Equity			Reconciling Items^(c)			Total
Noninterest revenue	$	3,462		$	2,534		$	1,060		$	547		$	1,172		$	1,780		$	1,213		$	(446	)	$	11,322
Net interest income	1,891			4,280			4,025			980			659			392			371			(96		)	12,502
Total net revenue	5,353			6,814			5,085			1,527			1,831			2,172			1,584			(542		)	23,824
Provision for credit losses	(142		)	1,397			1,784			166			(2		)	23			(3		)	—			3,223
Credit allocation income/(expense)^(b)	—			—			—			—			(31		)	—			—			31			—
Noninterest expense	3,704			4,170			1,792			560			1,410			1,488			1,274			—			14,398
Income/(loss) before income tax expense/(benefit)	1,791			1,247			1,509			801			392			661			313			(511		)	6,203
Income tax expense/(benefit)	505			531			583			330			141			241			(35		)	(511		)	1,785
Net income	$	1,286		$	716		$	926		$	471		$	251		$	420		$	348		$	—		$	4,418
Average common equity	$	40,000		$	24,600		$	18,400		$	8,000		$	6,500		$	6,500		$	59,962		$	—		$	163,962
Average assets	746,926			309,523			207,474			130,237			42,445			64,911			539,597			NA			2,041,113
Return on average common equity	13		%	12		%	20		%	23		%	15		%	26		%	NM			NM			10		%
Overhead ratio	69			61			35			37			77			69			NM			NM			60

~~180~~191


Three months ended June 30, 2010 (in millions, except ratios)	Investment Bank			Retail Financial Services			Card Services			Commercial Banking			Treasury & Securities Services			Asset Management			Corporate/ Private Equity			Reconciling Items^(c)			Total
Nine months ended September 30, 2011 (in millions, except ratios)																												Investment Bank			Retail Financial Services			Card Services & Auto			Commercial Banking			Treasury & Securities Services			Asset Management			Corporate/ Private Equity			Reconciling Items^(c)			Total
Noninterest revenue	$	4,432		$	2,992		$	861		$	546		$	1,227		$	1,699		$	1,103		$	(446	)	$	12,414		$	15,702		$	7,968		$	3,607		$	1,624		$	3,427		$	6,057		$	3,185		$	(1,365	)	$	40,205
Net interest income	1,900			4,817			3,356			940			654			369			747			(96		)	12,687			6,214			12,175			10,720			3,107			2,253			1,202			260			(373		)	35,558
Total net revenue	6,332			7,809			4,217			1,486			1,881			2,068			1,850			(542		)	25,101			21,916			20,143			14,327			4,731			5,680			7,259			3,445			(1,738		)	75,763
Provision for credit losses	(325		)	1,715			2,221			(235		)	(16		)	5			(2		)	—			3,363			(558		)	3,220			2,561			168			(18		)	43			(26		)	—			5,390
Credit allocation income/(expense)^(b)	—			—			—			—			(30		)	—			—			30			—			—			—			—			—			68			—			—			(68		)	—
Noninterest expense	4,522			4,281			1,436			542			1,399			1,405			1,046			—			14,631			13,147			14,736			6,020			1,699			4,300			5,250			3,219			—			48,371
Income/(loss) before income tax expense/(benefit)	2,135			1,813			560			1,179			468			658			806			(512		)	7,107			9,327			2,187			5,746			2,864			1,466			1,966			252			(1,806		)	22,002
Income tax expense/(benefit)	754			771			217			486			176			267			153			(512		)	2,312			3,264			1,042			2,253			1,140			512			676			(327		)	(1,806		)	6,754
Net income	$	1,381		$	1,042		$	343		$	693		$	292		$	391		$	653		$	—		$	4,795		$	6,063		$	1,145		$	3,493		$	1,724		$	954		$	1,290		$	579		$	—		$	15,248
Average common equity	$	40,000		$	28,000		$	15,000		$	8,000		$	6,500		$	6,500		$	55,069		$	—		$	159,069		$	40,000		$	25,000		$	16,000		$	8,000		$	7,000		$	6,500		$	70,167		$	—		$	172,667
Average assets	710,005			381,906			146,816			133,309			42,868			63,426			565,317			NA			2,043,647			820,239			289,486			200,803			143,069			53,612			73,967			595,133			NA			2,176,309
Return on average common equity	14		%	15		%	9		%	35		%	18		%	24		%	NM			NM			12		%	20		%	6		%	29		%	29		%	18		%	27		%	NM			NM			11		%
Overhead ratio	71			55			34			36			74			68			NM			NM			58			60			73			42			36			76			72			NM			NM			64

Six months ended June 30, 2011
(in millions, except ratios)
Investment
Bank
Retail Financial
Services
Card
Services
Commercial
Banking
Treasury &
Securities Services
Asset Management
Corporate/
Private Equity
Reconciling Items^(c)
Total
Noninterest revenue $ 11,409
$ 5,050
$ 1,798
$ 1,100
$ 2,320
$ 4,159
$ 3,325
$ (902 ) $ 28,259
Net interest income 4,138
9,201
6,111
2,043
1,452
784
252
(240 ) 23,741
Total net revenue 15,547
14,251
7,909
3,143
3,772
4,943
3,577
(1,142 ) 52,000
Provision for credit losses (612 ) 2,454
1,036
101
2
17
(19 ) —
2,979
Credit allocation income/(expense)^(b)
—
—
—
—
59
—
—
(59 ) —
Noninterest expense 9,348
10,899
3,177
1,126
2,830
3,454
2,003
—
32,837
Income/(loss) before income tax expense/(benefit) 6,811
898
3,696
1,916
999
1,472
1,593
(1,201 ) 16,184
Income tax expense/(benefit) 2,384
524
1,442
763
350
567
369
(1,201 ) 5,198
Net income $ 4,427
$ 374
$ 2,254
$ 1,153
$ 649
$ 905
$ 1,224
$ —
$ 10,986
Average common equity $ 40,000
$ 28,000
$ 13,000
$ 8,000
$ 7,000
$ 6,500
$ 69,259
$ —
$ 171,759
Average assets 828,662
358,520
135,262
141,989
50,294
71,577
562,437
NA
2,148,741
Return on average common equity 22 % 3 % 35 % 29 % 19 % 28 % NM
NM
13 %
Overhead ratio 60
76
40
36
75
70
NM
NM
63

~~181~~


Six months ended June 30, 2010 (in millions, except ratios)	Investment Bank			Retail Financial Services			Card Services			Commercial Banking			Treasury & Securities Services			Asset Management			Corporate/ Private Equity			Reconciling Items^(c)			Total
Nine months ended September 30, 2010 (in millions, except ratios)																												Investment Bank			Retail Financial Services			Card Services & Auto			Commercial Banking			Treasury & Securities Services			Asset Management			Corporate/ Private Equity			Reconciling Items^(c)			Total
Noninterest revenue	$	10,623		$	5,744		$	1,619		$	1,046		$	2,373		$	3,473		$	2,384		$	(887	)	$	26,375		$	14,085		$	7,784		$	3,173		$	1,593		$	3,545		$	5,253		$	3,597		$	(1,333	)	$	37,697
Net interest income	4,028			9,841			7,045			1,856			1,264			726			1,823			(186		)	26,397			5,919			12,964			12,227			2,836			1,923			1,118			2,194			(282		)	38,899
Total net revenue	14,651			15,585			8,664			2,902			3,637			4,199			4,207			(1,073		)	52,772			20,004			20,748			15,400			4,429			5,468			6,371			5,791			(1,615		)	76,596
Provision for credit losses	(787		)	5,448			5,733			(21		)	(55		)	40			15			—			10,373			(929		)	6,501			7,861			145			(57		)	63			12			—			13,596
Credit allocation income/(expense)^(b)	—			—			—			—			(60		)	—			—			60			—			—			—			—			—			(91		)	—			—			91			—
Noninterest expense	9,360			8,523			2,838			1,081			2,724			2,847			3,382			—			30,755			13,064			12,012			5,311			1,641			4,134			4,335			4,656			—			45,153
Income/(loss) before income tax expense/(benefit)	6,078			1,614			93			1,842			908			1,312			810			(1,013		)	11,644			7,869			2,235			2,228			2,643			1,300			1,973			1,123			(1,524		)	17,847
Income tax expense/(benefit)	2,226			703			53			759			337			529			(71		)	(1,013		)	3,523			2,731			966			904			1,089			478			770			(106		)	(1,524		)	5,308
Net income	$	3,852		$	911		$	40		$	1,083		$	571		$	783		$	881		$	—		$	8,121		$	5,138		$	1,269		$	1,324		$	1,554		$	822		$	1,203		$	1,229		$	—		$	12,539
Average common equity	$	40,000		$	28,000		$	15,000		$	8,000		$	6,500		$	6,500		$	53,590		$	—		$	157,590		$	40,000		$	24,600		$	18,400		$	8,000		$	6,500		$	6,500		$	55,737		$	—		$	159,737
Average assets	693,157			387,854			151,864			133,162			40,583			62,978			571,579			NA			2,041,177			711,277			316,407			215,653			132,176			41,211			63,629			560,803			NA			2,041,156
Return on average common equity	19		%	7		%	1		%	27		%	18		%	24		%	NM			NM			10		%	17		%	7		%	10		%	26		%	17		%	25		%	NM			NM			10		%
Overhead ratio	64			55			33			37			75			68			NM			NM			58			65			58			34			37			76			68			NM			NM			59

(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 as discussed below that do not have any impact on net income as reported by the lines of business or by the Firm as a whole.

(b)

IB manages traditional credit exposures related to the Global Corporate Bank (“GCB”) on behalf of IB and TSS. Effective January 1, 2011, IB and TSS share the economics related to the Firm’s GCB clients. Included within this allocation are net ~~revenues,~~revenue, provision for credit losses, as well as expenses. Prior-year period reflected a reimbursement to IB for a portion of the total costs of managing the credit portfolio. IB recognizes this credit allocation as a component of all other income.


(c)	Segment managed results reflect revenue on a fully tax-equivalent basis, with the corresponding income tax impact recorded within income tax expense/(benefit). 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 ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, were as follows.


	Three months ended June 30,				Six months ended June 30,				Three months ended September 30,				Nine months ended September 30,
(in millions)	2011		2010		2011		2010		2011		2010		2011		2010
Noninterest revenue	$	510	$	416	$	961	$	827	$	472	$	415	$	1,433	$	1,242
Net interest income	121		96		240		186		133		96		373		282
Income tax expense	631		512		1,201		1,013		605		511		1,806		1,524

~~182~~192

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

JPMorgan Chase & Co.:

We have reviewed the consolidated balance sheet of JPMorgan Chase & Co. and its subsidiaries (the “Firm”) as of ~~June~~September 30, 2011, and the related consolidated statements of income for the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2011 and ~~June~~September 30, 2010, and the consolidated statements of cash flows and consolidated statements of changes in stockholders’ equity and comprehensive income for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2011 and ~~June~~September 30, 2010, included in the Firm’s Quarterly Report on Form 10-Q for the period ended ~~June~~September 30, 2011. These interim financial statements are the responsibility of the Firm’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2010, and the related consolidated statements of income, changes in stockholders’ equity and comprehensive income, and cash flows for the year then ended (not presented herein), and in our report dated February 28, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2010, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

~~August 5,~~November 4, 2011

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

~~183~~193

JPMORGAN CHASE & CO.

CONSOLIDATED AVERAGE BALANCE SHEETS, INTEREST AND RATES

(Taxable-Equivalent Interest and Rates; in millions, except rates)


	Three months ended June 30, 2011								Three months ended June 30, 2010										Three months ended September 30, 2011								Three months ended September 30, 2010
	Average balance			Interest		Rate (annualized)			Average balance			Interest				Rate (annualized)			Average balance			Interest		Rate (annualized)			Average balance			Interest				Rate (annualized)

Assets
Deposits with banks	$	75,801		$	144	0.76	%		$	58,737		$	92			0.63	%		$	116,062		$	184	0.63	%		$	38,747		$	82			0.85	%
Federal funds sold and securities purchased under resale agreements	202,036			604		1.20			189,573			398				0.84			211,884			683		1.28			192,099			448				0.92
Securities borrowed	124,806			30		0.10			113,650			32				0.11			131,615			18		0.05			121,302			66				0.22
Trading assets – debt instruments	285,104			3,007		4.23			245,532			2,601				4.25			257,950			2,805		4.32			251,790			2,775				4.37
Securities	342,248			2,647		3.10		^(d)	327,425			2,564				3.14		^(d)	331,330			2,218		2.66		^(d)	327,798			2,207				2.67		^(d)
Loans	686,111			9,163		5.36			705,189			9,991				5.68			692,794			9,227		5.28			693,791			9,978				5.71
Other assets^(a)	48,716			158		1.30			34,429			137				1.60			42,760			158		1.47			36,912			146				1.57
Total interest-earning assets	1,764,822			15,753		3.58			1,674,535			15,815				3.79			1,784,395			15,293		3.40			1,662,439			15,702				3.75
Allowance for loan losses	(29,548		)						(37,929		)								(28,388		)						(35,562		)
Cash and due from banks	27,226								33,535										45,018								29,963
Trading assets – equity instruments	137,611								95,080										119,890								96,200
Trading assets – derivative receivables	82,860								79,409										96,612								92,857
Goodwill	48,834								48,348										48,631								48,745
Other intangible assets:
Mortgage servicing rights	12,618								14,510										10,166								10,807
Purchased credit card relationships	781								1,102										707								1,013
Other intangibles	2,957								3,163										2,838								3,081
Other assets	144,382								131,894										150,678								131,570
Total assets	$	2,192,543							$	2,043,647									$	2,230,547							$	2,041,113
Liabilities
Interest-bearing deposits	$	732,766		$	1,123	0.61	%		$	668,953		$	883			0.53	%		$	740,901		$	993	0.53	%		$	659,027		$	846			0.51	%
Federal funds purchased and securities loaned or sold under repurchase agreements	281,843			202		0.29			273,614			(49		)	^(e)	(0.07	)	^(e)	235,438			108		0.18			281,171			(199		)	^(e)	(0.28	)	^(e)
Commercial paper	41,682			20		0.19			37,557			18				0.19			47,027			19		0.16			34,523			18				0.20
Trading liabilities – debt, short-term and other liabilities^(b)(c)	212,878			668		1.26			189,826			527				1.11			215,064			570		1.05			188,010			601				1.27
Beneficial interests issued by consolidated VIEs	69,399			202		1.17			90,085			306				1.36			66,545			176		1.05			83,928			287				1.36
Long-term debt^(c)	273,934			1,581		2.31			270,085			1,347				2.00			279,235			1,477		2.10			267,556			1,551				2.30
Total interest-bearing liabilities	1,612,502			3,796		0.94			1,530,120			3,032				0.79			1,584,210			3,343		0.84			1,514,215			3,104				0.81
Noninterest-bearing deposits	247,137								209,615										297,610								213,700
Trading liabilities – equity instruments	3,289								5,216										1,948								6,560
Trading liabilities – derivative payables	66,009								62,547										75,828								69,350
All other liabilities, including the allowance for lending-related commitments	81,729								68,928										88,697								65,335
Total liabilities	2,010,666								1,876,426										2,048,293								1,869,160
Stockholders’ equity
Preferred stock	7,800								8,152										7,800								7,991
Common stockholders’ equity	174,077								159,069										174,454								163,962
Total stockholders’ equity	181,877								167,221										182,254								171,953
Total liabilities and stockholders’ equity	$	2,192,543							$	2,043,647									$	2,230,547							$	2,041,113
Interest rate spread						2.64										3.00								2.56										2.94
Net interest income and net yield on interest-earning assets				$	11,957	2.72	%					$	12,783			3.06	%					$	11,950	2.66	%					$	12,598			3.01	%


(a)	Includes margin loans.


(b)	Includes brokerage customer payables.


(c)	Effective January 1, 2011, long-term advances from FHLBs were reclassified from other borrowed funds to long-term debt. The prior-year period has been revised to conform with the current presentation; average long-term FHLBs advances for the three months ended ~~June~~September 30, 2010, were $~~14.0~~15.5 billion.


(d)	For the three months ended ~~June~~September 30, 2011 and 2010, the annualized rates for AFS securities, based on amortized cost, were ~~3.15%~~2.71% and ~~3.19%~~2.74%, respectively.


(e)	Reflects a benefit from the favorable market environments for dollar-roll financings in the ~~second~~third quarter of 2010.

~~184~~194

JPMORGAN CHASE & CO.

CONSOLIDATED AVERAGE BALANCE SHEETS, INTEREST AND RATES

(Taxable-Equivalent Interest and Rates; in millions, except rates)


	Six months ended June 30, 2011								Six months ended June 30, 2010										Nine months ended September 30, 2011								Nine months ended September 30, 2010
	Average balance			Interest		Rate (annualized)			Average balance			Interest				Rate (annualized)			Average balance			Interest		Rate (annualized)			Average balance			Interest				Rate (annualized)

Assets
Deposits with banks	$	56,584		$	245	0.87	%		$	61,468		$	187			0.61	%		$	76,628		$	429	0.75	%		$	53,811		$	269			0.67	%
Federal funds sold and securities purchased under resale agreements	202,256			1,147		1.14			179,858			805				0.90			205,501			1,830		1.19			183,983			1,253				0.91
Securities borrowed	119,726			77		0.13			114,140			61				0.11			123,732			95		0.10			116,554			127				0.15
Trading assets – debt instruments	280,334			5,932		4.27			246,804			5,392				4.41			272,791			8,737		4.28			248,484			8,167				4.39
Securities	330,657			4,918		3.00		^(d)	332,405			5,508				3.34		^(d)	330,884			7,136		2.88		^(d)	330,853			7,715				3.12		^(d)
Loans	687,117			18,694		5.49			715,108			20,567				5.80			689,030			27,921		5.42			707,924			30,545				5.77
Other assets^(a)	49,299			306		1.25			31,175			230				1.49			47,095			464		1.32			33,108			376				1.52
Total interest-earning assets	1,725,973			31,319		3.66			1,680,958			32,750				3.93			1,745,661			46,612		3.57			1,674,717			48,452				3.87
Allowance for loan losses	(30,669		)						(38,430		)								(29,900		)						(37,464		)
Cash and due from banks	28,274								31,789										33,917								31,173
Trading assets – equity instruments	139,769								89,408										133,070								91,697
Trading assets – derivative receivables	84,141								79,048										88,344								83,702
Goodwill	48,840								48,445										48,770								48,546
Other intangible assets:
Mortgage servicing rights	13,317								14,831										12,255								13,475
Purchased credit card relationships	819								1,149										781								1,103
Other intangibles	3,014								3,136										2,954								3,118
Other assets	135,263								130,843										140,457								131,089
Total assets	$	2,148,741							$	2,041,177									$	2,176,309							$	2,041,156
Liabilities
Interest-bearing deposits	$	716,932		$	2,045	0.58	%		$	673,169		$	1,727			0.52	%		$	725,009		$	3,038	0.56	%		$	668,403		$	2,573			0.51	%
Federal funds purchased and securities loaned or sold under repurchase agreements	280,056			319		0.23			272,779			(80		)	^(e)	(0.06	)	^(e)	265,020			427		0.22			275,607			(279		)	^(e)	(0.14	)	^(e)
Commercial paper	39,273			39		0.20			37,509			35				0.19			41,886			58		0.19			36,503			53				0.19
Trading liabilities – debt, short-term and other liabilities^(b)(c)	203,398			1,350		1.34			179,586			1,103				1.24			207,330			1,920		1.24			182,424			1,704				1.25
Beneficial interests issued by consolidated VIEs	71,156			416		1.18			94,072			636				1.36			69,602			592		1.14			90,654			923				1.36
Long-term debt^(c)	271,559			3,169		2.35			275,883			2,746				2.01			274,145			4,646		2.27			273,077			4,297				2.10
Total interest-bearing liabilities	1,582,374			7,338		0.94			1,532,998			6,167				0.81			1,582,992			10,681		0.90			1,526,668			9,271				0.81
Noninterest-bearing deposits	238,347								204,871										258,319								207,846
Trading liabilities – equity instruments	5,568								5,470										4,348								5,838
Trading liabilities – derivative payables	68,634								60,809										71,058								63,688
All other liabilities, including the allowance for lending-related commitments	74,259								71,287										79,125								69,281
Total liabilities	1,969,182								1,875,435										1,995,842								1,873,321
Stockholders’ equity
Preferred stock	7,800								8,152										7,800								8,098
Common stockholders’ equity	171,759								157,590										172,667								159,737
Total stockholders’ equity	179,559								165,742										180,467								167,835
Total liabilities and stockholders’ equity	$	2,148,741							$	2,041,177									$	2,176,309							$	2,041,156
Interest rate spread						2.72										3.12								2.67										3.06
Net interest income and net yield on interest-earning assets				$	23,981	2.80	%					$	26,583			3.19	%					$	35,931	2.75	%					$	39,181			3.13	%


(a)	Includes margin loans.


(b)	Includes brokerage customer payables.


(c)	Effective January 1, 2011, long-term advances from FHLBs were reclassified from other borrowed funds to long-term debt. The prior-year period has been revised to conform with the current presentation; average long-term FHLBs advances for the ~~six~~nine months ended ~~June~~September 30, 2010, were $~~16.6~~16.2 billion.


(d)	For the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, the annualized rates for AFS securities, based on amortized cost, were ~~3.04%~~2.93% and ~~3.39%~~3.18%, respectively.


(e)	Reflects a benefit from the favorable market environments for dollar-roll financings during the ~~six~~nine months ended ~~June~~September 30, 2010.

~~185~~195

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 nonbinding 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 not Called,” on which AM earns fees. Excludes assets managed by American Century Companies, Inc., in which the Firm ~~has a~~ ~~40%~~sold its ownership interest ~~as of~~ ~~June 30, 2011~~.on August 31, 2011.

Assets under supervision: Represent assets under management as well as custody, brokerage, administration and deposit accounts.

Beneficial interests 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.

Contractual credit card ~~charge-off~~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.

Corporate/Private Equity: Includes Private Equity, Treasury and Chief Investment Office, and Corporate Other, which includes other centrally managed expense and discontinued operations.

Credit derivatives: ~~Contractual agreements~~Financial instruments whose value is derived from the credit risk associated with the debt of a third party issuer (the reference entity) which allow one party (the protection purchaser) to transfer that ~~provide~~risk to another party (the protection ~~against a credit event on one or more referenced credits. The nature~~seller). Upon the occurrence of a credit event, ~~is established by~~which may include, among other events, 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.~~pay by, or certain restructurings of the debt of, the reference entity, neither party has recourse to the reference entity. The ~~buyer~~protection purchaser has recourse to the protection seller for the difference between the face value of the credit default swap contract and the fair value of the reference obligation at the time of settling the credit derivative ~~pays~~contract. The determination as to whether a ~~periodic fee in return for a payment~~credit event has occurred is made by the ~~protection seller upon the occurrence, if any,~~relevant ISDA Determination Committee, comprised of ~~a credit event.~~10 sell-side and five buy-side ISDA member firms.

CUSIP number: A CUSIP (i.e., Committee on Uniform Securities Identification Procedures) number identifies most securities, including: stocks of all registered U.S. and Canadian companies, and U.S. government and municipal bonds. The CUSIP system – owned by the American Bankers Association and operated by Standard & Poor’s – facilitates the clearing and settlement process of securities. The number consists of nine characters (including letters and numbers) that uniquely identify a company or issuer and the type of security. A similar system is used to identify foreign securities (CUSIP International Numbering System).

Deposit margin: Represents net interest income expressed as a percentage of average deposits.

FASB: Financial Accounting Standards Board.

FDIC: Federal Deposit Insurance Corporation.

FICO score: A measure of consumer credit risk provided by credit bureaus, typically produced from statistical models by Fair Isaac Corporation utilizing data collected by the credit bureaus.

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.

Global Corporate ~~Bank~~Bank:: TSS and IB formed a joint venture to create the Firm’s Global Corporate Bank. With a team of bankers, the Global Corporate Bank serves multinational clients by providing them access to TSS products and services and certain IB products, including derivatives, foreign exchange and debt. The cost of this effort and the credit that the Firm extends to these clients is shared between TSS and IB.

Headcount-related expense: Includes salary and benefits (excluding performance-based incentives), and other noncompensation costs related to employees.

Home equity - senior lien: Represents loans where JP Morgan Chase holds the first security interest on the property.

Home equity - junior lien: Represents loans where JP Morgan Chase holds a security interest that is subordinate in rank to other liens.

IASB: International Accounting Standards Board.

196

Interchange income: A fee paid to a credit card issuer in the clearing and settlement of a sales or cash advance transaction.

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”~~“Baa3” or better, as defined by independent rating agencies.

~~186~~ISDA
: International Swaps and Derivatives Association.

LLC: Limited Liability Company.

Loan-to-value (“LTV”) ratio: For residential real estate loans, the relationship, expressed as a percentage, 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~~metropolitan statistical area ("MSA") level. These MSA-level home price indices comprise 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. 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.

Mark-to-market ~~exposure~~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) a high combined-loan-to-value (“CLTV”) ratio; (iii) loans secured by non-owner occupied properties; or (iv) a 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.

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 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.

197

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.

~~187~~

MSR risk management revenue: Includes changes in the fair value of the MSR asset 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.

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).

NA: Data is not applicable or available for the period presented.

Net charge-off rate: 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.

OPEB: Other postretirement employee benefits.

Overhead ratio: Noninterest expense as a percentage of total net revenue.

Participating securities: Represents unvested stock-based compensation awards containing nonforfeitable rights to dividends or dividend equivalents (collectively, “dividends”), which are included in the ~~earnings per share~~earnings-per-share calculation using the two-class method. JPMorgan Chase grants restricted stock and RSUs to certain employees under its stock-based compensation programs, which entitle the recipients to receive nonforfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities. Under the two-class method, all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities, based on their respective rights to receive dividends.

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.

Pre-provision profit: ~~Pre-provision profit is total~~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.

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 generally 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. 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.

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 and consumer lines of business.

Reported basis: Financial statements prepared under U.S. GAAP, which excludes the impact of taxable-equivalent adjustments.

Retained loans: Loans that are held-for-investment excluding loans held-for-sale and loans at fair value.

Risk-weighted assets (“RWA”):: Risk-weighted assets consist of ~~on-and off-balance~~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~~On–balance sheet assets are

198

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~~Off–balance sheet assets such as lending-related commitments, guarantees, derivatives and other applicable ~~off-balance~~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-~~

~~188~~

on–balance sheet assets. RWA 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 RWA.

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.

Taxable-equivalent basis: Total net revenue for each of the business segments and the Firm is presented on a tax-equivalent basis. Accordingly, revenue from tax-exempt securities and investments that receive tax credits is presented in the managed results on a basis comparable to fully 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.

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-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.

U.S. Treasury: U.S. Department of the Treasury.

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 additional information, see Note 2 on pages 166–170 of JPMorgan Chase’s 2010 Annual Report.

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, convertibles and Prime Services.

Retail Financial Services

Description of selected business metrics within Consumer & Business Banking:

Client investment managed accounts – Assets actively managed by Chase Wealth Management on behalf of clients. The percentage of managed accounts is calculated by dividing managed account assets by total client investment assets.

Active mobile customers – Retail ~~Banking:~~banking users of all mobile platforms, which include: SMS text, Mobile Browser, iPhone, iPad and Android, who have been active in the past 90 days.

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.

199

Mortgage ~~banking~~Production and Servicing 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:

~~189~~

– 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 the 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.

Card Services & Auto

Description of selected business metrics within ~~CS:~~Card:

Sales volume – Dollar amount of cardmember purchases, net of returns.

Open accounts – Cardmember accounts with charging privileges.

Merchant ~~acquiring~~Services 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.

Auto origination volume – Dollar amount of loans and leases originated.

Commercial Card provides a wide range of payment services to corporate and public sector clients worldwide through the commercial card products. Services include procurement, corporate travel and entertainment, expense management services and Business-to-Business payment solutions.

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.

Corporate Client 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.

Other primarily includes lending and investment activity within the Community Development Banking and Chase Capital segments.

200

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, , leases, commercial card products and standby letters of credit.

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, deposit products, sweeps and money market mutual funds.

~~190~~

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.

Other product revenue primarily includes tax-equivalent adjustments generated from Community Development Banking segment activity and certain income derived from principal transactions.

CB selected business metrics:

Liability balances include deposits, as well as deposits that are swept to ~~on-balance~~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 a business metric within TSS:

Liability balances include deposits, as well as deposits that are swept to ~~on-balance~~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”,~~called,” on which AM earns fees. Excludes assets managed by American Century Companies, Inc., in which the Firm ~~has a~~ ~~40%~~sold its ownership interest ~~as of~~ ~~June 30, 2011~~.on August 31, 2011.

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 –~~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~~capital-raising and specialty-wealth advisory services.

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 ~~88–92~~90–93 of this Form 10-Q.

201

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. In addition, in a firm as

~~191~~

large and complex as JPMorgan Chase, lapses or deficiencies in internal controls may occur from time to time, and there can be no assurance that any such deficiencies will not result in significant deficiencies – or even material weaknesses – in internal controls in the future. For further information, see Management’s report on internal control over financial reporting on page 158 of JPMorgan Chase’s 2010 Annual Report. There was no change in the Firm’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the three months ended ~~June~~September 30, 2011, that has materially affected, or is reasonably likely to materially affect, the Firm’s internal control over financial reporting.

~~192~~202

Part II Other Information

Item 1 Legal Proceedings

For information that updates the disclosures set forth under Part 1, Item 3: Legal Proceedings, in the Firm’s 2010 Annual Report on Form 10-K, see the discussion of the Firm’s material litigation in Note 23 on pages ~~172–179~~181–189 of this Form 10-Q.

Item 1A1A: Risk Factors

The following discussion supplements the discussion of risk factors affecting the Firm as set forth in Part II, Item 1A, Risk Factors on pages 181 and 192-193 of JPMorgan Chase's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011, and June 30, 2011, respectively, and Part I, Item 1A: Risk Factors on pages 5–12 of JPMorgan Chase’s ~~2010~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2010. The discussion of Risk Factors, as so supplemented, sets forth the material risk factors that could affect JPMorgan Chase’s financial condition and operations. Readers should not consider any descriptions of such factors to be a complete set of all potential risks that could affect the Firm.

JPMorgan Chase’s international growth strategy may be hindered by local political, social and economic factors, and will be subject to additional compliance costs and risks.

JPMorgan Chase ~~operates within~~has expanded, and plans to continue to grow, its international wholesale businesses in Europe/Middle East/Africa (“EMEA”), Asia/Pacific (“APAC”), and Latin America/Caribbean. As part of its international growth strategy, the Firm seeks to provide a ~~highly regulated industry,~~wider range of financial services, including cash management, lending, trade finance and corporate advisory services, to its clients that conduct business in those regions. In furtherance of these initiatives, the Firm intends to selectively expand its existing international operations, including through the addition of client-serving bankers and product and sales support personnel.

Many of the countries in which JPMorgan Chase intends to grow its wholesale businesses have economies or markets that are less developed and more volatile, and may have legal and regulatory regimes that are less established or predictable, than the United States and other developed markets in which the Firm operates. Some of these countries have in the past experienced severe economic disruptions, including extreme currency fluctuations, high inflation, or low or negative growth, among other negative conditions, or have imposed restrictive monetary policies such as currency exchange controls and other laws and restrictions that adversely affect the local and regional business environment. In addition, these countries have historically been more susceptible to unfavorable political, social or economic developments which have in the past resulted in, and may in the future lead to, social unrest, general strikes and demonstrations, outbreaks of hostilities, overthrow of incumbent governments, terrorist attacks or other forms of internal discord, all of which can adversely affect the Firm’s operations or investments in such countries. Political, social or economic disruption or dislocation in countries or regions in which the Firm seeks to expand its wholesale businesses can hinder the growth and profitability of those operations, and there can be no assurance that the Firm will be able to successfully execute its international growth initiatives.

Less developed legal and regulatory systems in certain countries can also have adverse consequences on the Firm’s operations in those countries, including, among others, the absence of a statutory or regulatory basis or guidance for engaging in specific types of business or transactions, or the inconsistent application or interpretation of existing laws and regulations; uncertainty as to the enforceability of contractual obligations; difficulty in competing in economies in which the government controls or protects all or a portion of the local economy or specific businesses, or where graft or corruption may be pervasive; and the ~~Firm~~’sthreat of arbitrary regulatory investigations, civil litigations or criminal prosecutions.

Conducting business in countries with less developed legal and ~~results are significantly affected by~~regulatory regimes often requires the Firm to devote significant additional resources to understanding, and monitoring changes in, local laws and regulations, ~~to which it is subject, including recently adopted legislation and regulations.~~

~~JPMorgan Chase is subject to regulation under state and federal laws in the United States,~~ as well as structuring its operations to comply with local laws and regulations and implementing and administering related internal policies and procedures. There can be no assurance that JPMorgan Chase will always be successful in its efforts to conduct its business in compliance with laws

203

and regulations in countries with less predictable legal and regulatory systems. In addition, the ~~applicable laws of each of the jurisdictions~~Firm can also incur higher costs, and face greater compliance risks, in structuring its operations outside the United States ~~in which~~to comply with U.S. anti-corruption and anti-money laundering laws and regulations.

Expanded regulatory oversight of JPMorgan Chase’s consumer businesses will increase the ~~Firm does business. These~~Firm’s compliance costs and risks and may negatively affect the profitability of such businesses.

JPMorgan Chase’s consumer businesses are subject to increasing regulatory oversight and scrutiny, both with respect to its compliance under current laws and regulations ~~affect~~and with respect to the ~~way~~actions it plans to take in response to recently-enacted financial services legislation and implementing regulations. As a result, the Firm ~~does business, may restrict~~is and will be devoting significantly more resources to identifying, mitigating, monitoring and controlling risks associated with its compliance with applicable consumer protection provisions. The Firm has established a Consumer Reputational Risk committee, comprised of senior management from the ~~scope~~Firm’s Operating Committee, including the heads of its ~~existing~~primary consumer-facing businesses, ~~limit its ability~~ to ~~expand its product offerings or pursue acquisitions, or make offering~~help ensure that the Firm has a consistent, disciplined focus on the impact that the Firm’s products and practices may have on consumers of its products, including any that could raise reputational issues.

The Firm has entered into Consent Orders with banking regulators relating to its residential mortgage servicing, foreclosure and ~~services more expensive.~~loss-mitigation activities. The Consent Orders require significant changes to the Firm’s servicing and default business; the submission and implementation of a comprehensive action plan setting forth the steps necessary to ensure the Firm’s residential mortgage servicing, foreclosure and loss-mitigation activities are conducted in accordance with the requirements of the Orders; and other remedial actions that the Firm has undertaken to ensure that it satisfies all requirements relating to mortgage servicing, foreclosures and loss-mitigation activities outlined in the Consent Orders. In addition, the Firm is currently in discussions with multiple state and federal officials relating to the procedures followed by it in connection with its servicing, foreclosure and loss-mitigation processes for home mortgages, and there is no assurance that any settlement of claims by such officials would not result in the Firm incurring material fines and penalties, as well as additional costs to make required changes to default servicing or other processing changes.

The Dodd-Frank Wall Street Reform and Consumer Protection Act ~~enacted in 2010, will significantly increase the regulation~~(the “Dodd-Frank Act”) established a Bureau of ~~the financial services industry. This legislation, among other things: establishes a~~ Consumer Financial Protection ~~Bureau~~ (“CFPB”), which ~~will have~~has broad authority to regulate ~~the~~providers of credit, ~~savings,~~ payment and other consumer financial products and ~~services~~services. Although the Firm is unable to predict what specific measures this new agency may take in applying its regulatory mandate, any new regulatory requirements or changes to existing requirements that the ~~Firm offers; establishes a Financial Stability Oversight Council (“FSOC”) to oversee systemic risk,~~CFPB may promulgate could require changes in JPMorgan Chase’s consumer businesses, result in increased compliance costs and provides regulators with the power to require such companies deemed “systemically important” to sell or transfer assets and terminate activities if the regulators determine that the size or scope of activities of the company pose a threat to the safety and soundness of the company or the financial stability of the United States; increases regulation of the over-the-counter derivatives market by requiring central clearing of standardized over-the-counter derivatives, and imposing heightened supervision of over-the-counter derivatives dealers and major market participants; imposes margin requirements on derivative transactions that could significantly reduce customer appetite for such products and, if applied abroad, could significantly reduce our ability to compete against foreign bank competitors in this and associated businesses; through so-called “push out” provisions, requires the Firm to significantly restructure its derivatives businesses or limit the Firm’s ability to manage collateral, margin and other risks; prohibits the Firm from engaging in certain proprietary trading activities and restricts its ownership of, investment in or sponsorship of, hedge funds and private equity funds (commonly referred to as the “Volcker Rule”); restricts the interchange fees that the Firm earns on debit card transactions (commonly referred to as the “Durbin Amendment”); requires bank regulators to phase out the treatment of trust preferred capital debt securities as Tier 1 capital for regulatory capital purposes; requires loan originators and sponsors retain at least a certain percentage of the credit risk of certain securitized exposures (referred to as “risk retention” or “skin in the game”); and requires the Firm to provide a credible plan for resolution under the Bankruptcy Code, and provides sanctions that include divestiture of assets or restructuring in the event the Firm’s plan is deemed insufficient.

The Basel Committee on Banking Supervision (the “Basel Committee”) announced in December 2010 revisions to its Capital Accord (commonly referred to as “Basel III”), which will require higher capital ratio requirements for banks, narrow the definition of capital, expand the definition of risk-weighted assets, and introduce short term liquidity and term funding standards, among other things.

The European Union (“EU”) has created a European Systemic Risk Board to monitor financial stability. In addition, the Group of Twenty Finance Ministers and Central Bank Governors (“G-20”) broadened the membership and scope of the Financial Stability Forum in 2008 to form the Financial Stability Board (“FSB”). These institutions, charged with developing ways to promote cross-border financial stability, are considering various proposals to address risks associated with global financial institutions. Some of these proposals include increased capital requirements for certain trading instruments or exposures; compensation limits on certain employees located in affected countries; and capital surcharges on, and resolution of, globally systemically important firms.

In June 2011, the Basel Committee and the FSB proposed that banks that are systemically important on a global basis be required to maintain additional capital above the Basel III Tier 1 common equity minimum, in amounts raging from 1% to 2.5%, depending upon the bank’s “systemic importance.” The announcement also noted that a possible additional 1% capital charge would be applied to banks that “increase materially their global systemic importance in the future.” This is designed to provide a disincentive for banks to increase their systemic importance.

~~193~~

Based on the Firm’s current understanding of these new capital requirements, the Firm expects it will be in compliance with all of the standards to which it will be subject as they become effective. However, compliance with these capital standards, as well as compliance with the liquidity coverage standards that may be implemented in the future, may adversely affect the ~~Firm’s operational or funding costs, reduce its return on equity, or cause the Firm to increase prices on, or alter the types~~profitability of products it offers to its customers and clients, thereby causing the Firm’s products to become less attractive or placing the Firm at a competitive disadvantage to financial institutions that are not subject to the same capital and liquidity requirements.

such businesses. In ~~June 2011, the Federal Reserve Board adopted rules implementing the “Durbin Amendment”~~addition, provisions of the Dodd-Frank Act ~~which limits~~may also narrow the ~~amount~~scope of federal preemption of state consumer laws and expand the ~~Firm can charge for each debit card transaction it processes.~~ authority of state attorneys general to bring actions to enforce federal consumer protection legislation.

As a result of increased, and increasing, federal and state official scrutiny of its consumer practices, the Firm ~~currently believes aggregate annualized gross revenue for Retail Banking~~ may be reduced by approximately $1 billion per year. Although the Firm is currently considering various actions it may take to mitigate such anticipated declines in revenue, it is unlikely that any such actions would wholly offset the loss of revenue.

In the United States, the Department of the Treasury, FSOC, SEC, CFTC, Federal Reserve Board, OCC, CFPB and FDIC are engaged in extensive rule-making mandated by the Dodd-Frank Act. While certain regulations under Dodd-Frank have been adopted, much of the significant rule-making remains to be done. Asface a ~~result, the complete~~greater number or wider scope of the Dodd-Frank Act remains uncertain. For example, until further implementing regulations under the Volcker Rule are adopted, the precise definition of prohibited “proprietary trading”, the scope of any exceptions for market makinginvestigations, enforcement actions and hedging, and the scope of permitted hedge fund and private equity fund activities remains unknown. Based on the Firm’s current understanding and interpretation of the Volcker Rule, the Firm does not believe the application of the Volcker Rulelitigation, thereby increasing its costs associated with responding to ~~the Firm’s activities will have a significant material effect on the Firm’s results of operations~~ or result in a material disruption to the Firm’s businesses or opportunities. However, it is possible that the scope of the final regulations implementing the Volcker Rule will be broader or more stringent than currently anticipated. The Firm is also unable at this time to quantify the possible effects on its business and operations of many of the other significant provisions of the Dodd-Frank Act, including, but not limited to those provisions related to the trading and settlement of derivatives and the extent to which the CFPB will mandate changes in consumer products and practices. Accordingly, the complete impact of the Dodd-Frank Act and its precise implications to the Firm’s activities and businesses remains indeterminate.

defending such actions. In addition, ~~the impact of the Dodd-Frank Act cannot be fully assessed without taking into consideration how non-U.S. policymakers~~increased regulatory inquiries and regulators will respond to such legislation, and how the cumulative effects of both U.S. and non-U.S laws and regulations will affect the businesses and operations of the Firm. There is no assurance thatinvestigations, as well as any additional legislative or regulatory ~~actions in~~developments affecting the ~~United States,~~Firm’s consumer businesses, and any required changes to the ~~EU or in other countries, would not~~Firm’s business operations resulting from these developments, could result in a significant loss of revenue, limit the ~~Firm’s ability to pursue business opportunities in which it might otherwise consider engaging, affect the value of assets that~~products or services the Firm ~~holds,~~offers, require the Firm to increase its prices and therefore reduce demand for its products, impose additional compliance costs on the Firm, cause harm to the Firm’s reputation or otherwise adversely affect the Firm’s consumer businesses. Accordingly, the Firm cannot provide assurance that any such new or additional legislation or regulations would not have an adverse effect on its business, results of operations or financial condition in the future.

~~Further,~~In addition, if the Firm does not appropriately comply with current or future legislation and regulations that apply to its consumer operations, the Firm may be subject to fines, penalties or judgments, or material regulatory restrictions on its businesses.

A breach in the security of JPMorgan Chase’s systems could disrupt its businesses, result in the disclosure of confidential information, damage its reputation and create significant financial and legal exposure for the Firm.

JPMorgan Chase’s businesses are dependent on the Firm’s ability to process, record and monitor a large number of complex transactions. If the Firm’s financial, accounting, data processing or other operating systems and facilities fail to operate properly, become disabled, experience security breaches or have other significant shortcomings, the Firm could be materially adversely affected.

Although JPMorgan Chase devotes significant resources to maintain and regularly upgrade its systems and processes that are designed to protect the security of the Firm’s computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the Firm and its customers, there is no assurance that all of the Firm’s security measures will provide absolute security. JPMorgan Chase and other financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyberattacks and other means. Despite the Firm’s efforts to ensure the integrity of its systems, it is possible that the Firm may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources,

204

including third parties outside the Firm such as ~~well as associated reputational damage. In recent years, regulatory oversight and enforcement have increased substantially, imposing additional costs and increasing the potential risks~~persons involved with organized crime or associated with external service providers. Those parties may also attempt to fraudulently induce employees, customers or other users of the Firm’s ~~operations. As this regulatory trend~~systems to disclose sensitive information in order to gain access to the Firm’s data or that of its customers or clients. These risks may increase in the future as the Firm continues itto increase its mobile payments offerings, and other internet or web-based product offerings.

A successful penetration or circumvention of the security of the Firm’s systems could ~~adversely affect~~cause serious negative consequences for the Firm, including significant disruption of the Firm’s operations, misappropriation of confidential information of the Firm or that of its customers, or damage to computers or operating systems of the Firm and those of its customers and counterparties, and could result in ~~turn,~~violations of applicable privacy and other laws, financial loss to the Firm or to its ~~financial results.~~customers, loss of confidence in the Firm’s security measures, customer dissatisfaction, significant litigation exposure, and harm to the Firm’s reputation, all of which could have a material adverse effect on the Firm.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

During the ~~second~~third quarter of 2011, 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.

~~Stock repurchases~~Repurchases under the ~~stock~~common equity repurchase program

~~194~~205


Six months ended June 30, 2011	Total shares repurchased		Average price paid per share^(a)			Dollar value of remaining authorized repurchase (in millions)^(b)
										Common stock					Warrants
September 30, 2011										Total shares of common stock repurchased		Average price paid per share of common stock^(a)				Total warrants repurchased	Average price paid per warrant^(a)		Dollar value of remaining authorized repurchase (in millions)^(b)
Repurchases under the $10.0 billion program		—		$	—		$	3,222	^(c)		—		$	—		—	$	—		$	3,222	^(c)
Repurchases under the $15.0 billion program		2,081,440		45.66			14,905				2,081,440		45.66			—	—			14,905
First quarter		2,081,440		45.66			14,905				2,081,440		45.66			—	—			14,905
April		16,100,365		45.04			14,180
May		36,483,013		43.95			12,576
June		27,726,054		41.52			11,425
Second quarter		80,309,432		43.33			11,425				80,309,432		43.33			—	—			11,425
July											16,842,480		40.59			—	—			10,742
August											82,777,077		36.54			10,167,698	12.03			7,594
September											17,660,599		33.64			—	—			7,000
Third quarter											117,280,156		36.69			10,167,698	12.03			7,000
Year-to-date		82,390,872		$	43.39		$	11,425	^(d)		199,671,028		$	39.45		10,167,698	$	12.03		$	7,000	^(d)


(a)	Excludes commissions cost.


(b)	The amount authorized by the Board of Directors excludes commissions cost.


(c)	The unused portion of the $10.0 billion program was canceled when the $15.0 billion program was authorized.


(d)	Dollar value remaining under the new $15.0 billion program.

Stock repurchases under the stock-based incentive plans

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 repurchase program. Shares repurchased pursuant to these plans during the first ~~six~~nine months of 2011 were as follows.

Six months ended
June 30, 2011 Total shares repurchased Average price paid per share

First quarter 442
$ 45.89

April —
—

May —
—

June —
—

Second quarter —
—

Year-to-date 442
$ 45.89



September 30, 2011	Total shares repurchased		Average price paid per share
September 30, 2011	Total shares repurchased		Average price paid per share
First quarter		442		$	45.89
Second quarter		—		—
July		29		41.25
August		6		37.62
September		—		—
Third quarter		35		40.63
Year-to-date		477		$	45.51

~~195~~206

Item 3 Defaults Upon Senior Securities

None.

Item 5 Other Information

None.

Item 6 Exhibits

15 – Letter re: Unaudited Interim Financial Information^(a)

31.1 – Certification^(a)

31.2 – Certification^(a)

32 – Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002^(b)

101.INS XBRL Instance Document^(a)(c)(d)

101.SCH XBRL Taxonomy Extension Schema Document^(d)(a)

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document^(d)(a)

101.LAB XBRL Taxonomy Extension Label Linkbase Document^(d)(a)

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document^(d)(a)

101.DEF XBRL Taxonomy Extension Definition Linkbase Document^(d)(a)


(a)	Filed herewith.


(b)	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.

(c)

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 ~~June~~September 30, 2011, formatted in XBRL (eXtensible Business Reporting Language) interactive data files: (i) the Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, (ii) the Consolidated Balance Sheets as of ~~June~~September 30, 2011, and December 31, 2010, (iii) the Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, (iv) the Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, and (v) the Notes to Consolidated Financial Statements.


~~(d)~~	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.

~~196~~207

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:	~~August 5,~~November 4, 2011



By	/s/ ~~Louis Rauchenberger~~Shannon S. Warren
	~~Louis Rauchenberger~~Shannon S. Warren

	Managing Director and Corporate Controller
	[(Principal Accounting ~~Officer]~~Officer)

~~197~~208

INDEX TO EXHIBITS



EXHIBIT NO.		EXHIBITS

15		Letter re: Unaudited Interim Financial ~~Information.~~Information

31.1		Certification

31.2		Certification

32		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†

101.INS		XBRL Instance ~~Document††~~Document
101.SCH		XBRL Taxonomy Extension Schema ~~Document††~~Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase ~~Document††~~Document
101.LAB		XBRL Taxonomy Extension Label Linkbase ~~Document††~~Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase ~~Document††~~Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase ~~Document††~~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.

~~198~~209



	Three months ended June 30,								Six months ended June 30,
Supplemental mortgage fees and related income details (in millions)	2011			2010			Change		2011			2010			Change
Net production revenue:
Production revenue	$	767		$	676		13	%	$	1,446		$	1,109		30	%
Repurchase losses	(223		)	(667		)	67		(643		)	(1,099		)	41
Net production revenue	544			9			NM		803			10			NM
Net mortgage servicing revenue:
Operating revenue:
Loan servicing revenue	1,011			1,186			(15	)	2,063			2,293			(10	)
Other changes in MSR asset fair value	(478		)	(620		)	23		(1,041		)	(1,225		)	15
Total operating revenue	533			566			(6	)	1,022			1,068			(4	)
Risk management:
Changes in MSR asset fair value due to inputs or assumptions in model^(j)	(960		)	(3,584		)	73		(1,711		)	(3,680		)	54
Derivative valuation adjustments and other	983			3,895			(75	)	497			4,143			(88	)
Total risk management	23			311			(93	)	(1,214		)	463			NM
Total net mortgage servicing revenue	556			877			(37	)	(192		)	1,531			NM
Mortgage fees and related income	$	1,100		$	886		24		$	611		$	1,541		(60	)