SEC Comment Letter for JPMORGAN CHASE & CO (JPM, AMJB, VYLD, JPM-PC, JPM-PD, JPM-PJ, JPM-PK, JPM-PL, JPM-PM) (CIK 0000019617) (JPM) — Oct 29, 2009
JPMORGAN CHASE & CO (JPM, AMJB, VYLD, JPM-PC, JPM-PD, JPM-PJ, JPM-PK, JPM-PL, JPM-PM) (CIK 0000019617)
Date: Oct. 29, 2009 · CIK: 0000019617 · Accession: 0000000000-09-061107
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-05805
Letter
DIVISION OF CORPORATION FINANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 October 9, 2009 By U.S. Mail and Facsimile to: (212) 270-1604 Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017
Re: JPMorgan Chase & Co. Form 10-Q for the Quarterly Period Ended June 30, 2009 File No. 001-05805
Dear Mr. Cavanagh: We have reviewed the above-referenced filing and have the following comment. We have limited our review of your filing to those issues we have addressed in our comment. Please be as detailed as necessary in your explanation. In our comment, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel fr ee to call us at the telephone numbers listed at th e end of this letter.
Form 10-Q for the quarterly period ended June 30, 2009 Consolidated Financial Statements Notes to Consolidated Financial Statements Note 15 – Loan Securitizations, page 139
1. We note your disclosure on page 141 surroundi ng the actions you took to mitigate any further deterioration in the pe rformance of the Chase Issuance Trust, including increasing the required credit enhancement level for each tranche of outstanding notes issued by the Trust by increasing the minimum required amount of subordinated not es and the funding
Mr. Michael J. Cavanagh JPMorgan Chase & Co. October 9, 2009 Page 2 requirements for the Trust’s cash escrow account s, the trust’s issuance of additional zero- coupon subordinated securities to you, and the decision for you to designate as “discount receivables” a percentage of ne w credit card receivables for incl usion in the Trust for a stated period of time, thereby requiring collections of such discounted receivables to be applied as finance charge collections in the Trust. Your disclosure states that these actions were permitted by the Trust agreements. Please tell us how you concluded that these actions did not invalidate qualifying SPE status of your credit card securitizati on trust, and in particular paragraph 35(b) and the requirement that the QSPE’s permitted activities be both significantly limited and be entirely specified in the legal documents that established the SPE or created the beneficial interests in the transferred assets that it holds. Closing Comments
Please respond to this comment within ten bus iness days or tell us when you will provide us with a response. Your re sponse letter should key your respons e to our comment and provide any requested information. We may have addi tional comments after re viewing your response. You may contact Benjamin Phi ppen, Staff Accountant, at (202) 551-3697 or me at (202) 551-3423 if you have questions. Sincerely,
Amit Pande Accounting Branch Chief
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DIVISION OF CORPORATION FINANCE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 October 9, 2009 By U.S. Mail and Facsimile to: (212) 270-1604 Mr. Michael J. Cavanagh Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY 10017 Re: JPMorgan Chase & Co. Form 10-Q for the Quarterly Period Ended June 30, 2009 File No. 001-05805 Dear Mr. Cavanagh: We have reviewed the above-referenced filing and have the following comment. We have limited our review of your filing to those issues we have addressed in our comment. Please be as detailed as necessary in your explanation. In our comment, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel fr ee to call us at the telephone numbers listed at th e end of this letter. Form 10-Q for the quarterly period ended June 30, 2009 Consolidated Financial Statements Notes to Consolidated Financial Statements Note 15 – Loan Securitizations, page 139 1. We note your disclosure on page 141 surroundi ng the actions you took to mitigate any further deterioration in the pe rformance of the Chase Issuance Trust, including increasing the required credit enhancement level for each tranche of outstanding notes issued by the Trust by increasing the minimum required amount of subordinated not es and the funding Mr. Michael J. Cavanagh JPMorgan Chase & Co. October 9, 2009 Page 2 requirements for the Trust’s cash escrow account s, the trust’s issuance of additional zero- coupon subordinated securities to you, and the decision for you to designate as “discount receivables” a percentage of ne w credit card receivables for incl usion in the Trust for a stated period of time, thereby requiring collections of such discounted receivables to be applied as finance charge collections in the Trust. Your disclosure states that these actions were permitted by the Trust agreements. Please tell us how you concluded that these actions did not invalidate qualifying SPE status of your credit card securitizati on trust, and in particular paragraph 35(b) and the requirement that the QSPE’s permitted activities be both significantly limited and be entirely specified in the legal documents that established the SPE or created the beneficial interests in the transferred assets that it holds. Closing Comments Please respond to this comment within ten bus iness days or tell us when you will provide us with a response. Your re sponse letter should key your respons e to our comment and provide any requested information. We may have addi tional comments after re viewing your response. You may contact Benjamin Phi ppen, Staff Accountant, at (202) 551-3697 or me at (202) 551-3423 if you have questions. Sincerely, Amit Pande Accounting Branch Chief