SecProbe.io

July 23, 2010
 Douglas L. Braunstein Chief Financial Officer JPMorgan Chase & Co. 270 Park Avenue New York, NY  10017
Re: JPMorgan Chase & Co.  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 24, 2010 Form 10-Q for the Quarterly Period Ended March 31, 2010 Filed May 10, 2010 File No. 001-05805
 Dear Mr. Braunstein:
 We have reviewed your filing and your re sponse letter dated May 19, 2010 and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.             Form 10-K for the fiscal year ended December 31, 2009

 General

 1. It does not appear that you have filed “clean” opini ons of counsel in connection with your
ongoing sales of linked notes under your sh elf registration statement (File No. 333-
155535).  Please advise us why “clea n” opinions have not been f iled, or if they have been
filed, where they are located.

Douglas L. Braunstein JPMorgan Chase & Co.
July 23, 2010 Page 2

Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 30. Commitments and contingencies, page 230
 2. We note your response to prior comment 11 to  our letter dated April 30, 2010 and your
enhanced litigation-related disclosure s on pages 164-170 of your March 31, 2010 Form
10-Q.  It appears your threshold for disclosure is whether you can estimate “with confidence” what the eventual outcome of the pending matters will be.  We do not believe that this criterion is  consistent with the guidance in ASC 450.  We also note that
for the vast majority of litigation matters discussed you have not provided any discussion
of the possible loss or range of possible loss,  which appears unusual given the different
stages of each of the litigation matters discusse d below.  Please revise  your disclosure in
future filings to either provide a range of loss, which may be aggregated for all of the litigation matters for which you are able to estimate the amount of the loss or range of possible loss, or provide explicit disclosure for each of the litigation matters that you are unable to estimate the loss or range of po ssible loss and the reasons why you are unable
to provide an estimate.  Furthermore, if you cannot estimate the possible loss or range of possible loss, please consider pr oviding additional disclosure th at could allow a reader to
evaluate the potential magnitude of the claim.
Note 31. Off-Balance sheet lending-related fina ncial instruments, guarantees and other
commitments
Indemnifications for breaches of re presentations and warranties, page 233
 3. We note your disclosure on page 233 of your 2009 Form 10-K and pages 48 and 151 of your March 31, 2010 Form 10-Q.  Please address the following:
• Revise future filings to disclose whether there is a particular time period that you
have to respond to the repurchase request, and if so, what occurs if you do not timely
respond.

• Revise future filings to disclose the level of unresolved claims ex isting at the balance
sheet dates by claimant (GSE, monoline insure r, mortgage insurer, other).  If this
amount has grown over the periods for any cl aimant, please address any qualitative
factors that are considered in your  methodology to account for this fact.
 • Tell us whether you have experienced additi onal repurchase requests in more recent
periods from mortgage insurers, monoline insu rers or other invest ors.  If so, please
tell us how you have increased the reserve related to these claimants and discuss how
this additional reserve was established.  As  part of your response, please address the
success rates you are experien cing with these claims.

• Revise future filings to di sclose, by claimant, the unpaid principal balance related to
investor demands that were resolved eith er by repurchasing the loan or reimbursing

Douglas L. Braunstein JPMorgan Chase & Co.
July 23, 2010 Page 3

the investor for losses during the periods, and the fair valu e of the loans subject to
these claims;
• Revise future filings to disclose which particular representations and warranty
provisions are resulting in the most repurch ases/reimbursements.  As part of your
revised disclosure, please addr ess any trends in terms of losses associated with the
various types of defects;
• Tell us whether the claims resulting are aris ing in greater part due to loans sourced
from brokers or other mortgage companies.  If  so, tell us how this is factored into the
estimation of your accrued liability.
• Revise future filings to address any tre nds or differences in your exposure to
repurchase requests relative to  others in your industry.
 4. We note your response to comment 10 to our letter dated April 30, 2010 and your
enhanced disclosure on page 151 of your March 31, 2010 Form 10-Q in which you state
that the Firm does not believe a “meaningf ul” range of reasonably possible loss (as
defined by the relevant accounting literature) related to its repurchase liability can be
determined for asserted and probable unasserted  claims as of March 31, 2010.  We do not
believe this disclosure is c onsistent with the guidance in ASC 450 and continue to believe
that, where a range of reasonabl y possible loss is estim able and the top of the range is in
excess of the amount accrued, the range shoul d be disclosed pursuant to ASC 450-20-50-
3.  Please revise your disclosure in future filings to provide su ch disclosure or tell us in
greater detail why you believe it is not a ppropriate. In your response, consider your
disclosure on page 48 of your March 31, 2010 Form 10-Q about the approximate $1.7 billion impact on your repurchas e liability assuming a simult aneous 10% adverse change
in each of the variables noted, and tell us how this relates to th e range of reasonably
possible loss.
 Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis
General
 5. We note your discussion of risk with respec t to your compensation programs throughout
the proxy statement and it does not appear th at you have included any disclosure in
response to Item 402(s) of Regulation S-K.  Please advise us of the basis for your
conclusion that disclosure is not necessary  and describe the process you undertook to
reach that conclusion.
 6. We are aware of the Federal Reserve’s “horiz ontal review” of compensation practices at
large, complex banking organizations.  Taki ng into consideration any discussions you
have had with other regulators, please confir m that you continue to believe that risks

Douglas L. Braunstein JPMorgan Chase & Co.
July 23, 2010 Page 4

arising from your compensation policies and practices for employees are not reasonably
likely to have a material adverse effect on you.
 Relevant Marketplace, page 20

 7. In this section, you reference your market-based evaluation of compensation levels for
the named executives.  In future filings, pl ease revise this sect ion to identify your
benchmarks and any components, including the companies in your comparison group.  Please provide us with a draft of your proposed fu ture disclosure as if it were included in
this year’s proxy statement.
 Form 10-Q for the Quarterly Period Ended March 31, 2010

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Country Exposure, page 65
 8. We note your disclosure that the Firm’s aggregate exposure to Greece, Portugal, Spain, Italy and Ireland is modest relative to the Fi rm’s overall risk exposur es, that a substantial
portion of this exposure is secured by cash and securities collateral or is hedged, and that
as a result you currently  believe your exposure to these fi ve countries in manageable.
Please tell us the amount of sovereign and non- sovereign exposures in  these countries as
of March 31, 2010 and consider providing this aggregated data in all future filings beginning with your June 30, 2010 Form 10-Q.  In addition, please provide us with an
enhanced description of your process for measuring, managing and monitoring the risk of
loss associated with these exposures, describe in more detail how you were able to categorize the overall exposure to these count ries as “modest” and “manageable” and
consider the need to include  similarly enhanced disclosu res in all future filings.

Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 16 - Goodwill and Other In tangible Assets, page 143
 9. We note your disclosure surrounding your goodwill impairment analysis and more specifically, the elevated risk for goodwill impa irment associated with the RFS and Card
Services reporting units.  We also note your disclosure on page 31 that the management
estimates that, as a result of continuing its phased impl ementation of the CARD Act
during 2010, Card Services’ annual net in come may be adversely affected by
approximately $500 million to $750 million. Please  tell us the percentage by which the
fair value of these reporting units exceeded  the carrying value as  of March 31, 2010 and
provide similarly enhanced disclosure either here or in management’s discussion and analysis in all future filings beginning w ith your June 30, 2010 Form 10-Q.  Furthermore,
in the interest of providing readers with better insight into management’s judgment in estimating fair values of these reporting un its and accounting for goodwill, and to enable
readers to assess the probability of a future  material goodwill impairment charge, please

Douglas L. Braunstein JPMorgan Chase & Co. July 23, 2010 Page 5

tell us and revise future filings to provide enhanced disclosure surrounding your
impairment analysis for these reporting units similar to and complementing that provided
on page 130 of your December 31, 2009 Form 10-K. This could include but not be
limited to a robust discussion of the degree of uncertainty  associated with the key
assumptions, providing specifics to the extent  possible (e.g., the valu ation model assumes
recovery from a business downturn within a defined period of time) and an enhanced
description of potential events and / or changes in circumstan ces that could reasonably be
expected to negatively a ffect the key assumptions.
 You may contact Benjamin Ph ippen, Staff Accountant, at (202) 551-3697 or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding comments on the financial statements and related matters.  Plea se contact Michael Seam an at (202) 551-3366 or
me at (202) 551-3418 with any other questions.
Sincerely,

William Friar
Senior Financial Analyst