SecProbe.io

May 31,  2013

Via E -mail
Marianne Lake
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

Re: JPMorgan Chase & Co .
 Form 10 -K for Fiscal Year Ended December 31, 2012
 Filed  February 28, 2013
 Form 10 -Q for Quarter Ended March 31, 2013
 Filed May 8, 2013
File No. 001 -05805

Dear Ms. Lake :

We have reviewed your filing s 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 ten business days by amending your filing, by
providing the requested information, 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 any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2012

Business – Supervision and regulation, page 1

Powers of the FDIC upon insolvency of an insured depository institution of the Firm, page 6

1. We note yo ur statement that the FSA has recently issued a proposal that may require the
Firm to either obtain equal treatment for U.K depositors or “subsidiarize” in the U.K.    It
is not clear whether the equal treatment refers to U.K depositors being treated the sa me as
U.S depositors; U.K depositors having priority over public noteholders; or equal
treatment in some other sense.   Please explain.   Additionally, explain the meaning of
“subsidiarize” in the U.K.

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 2

 Management’s Discussion and Analysis

Capital Manageme nt, page 116

Regulatory capital, page 117

2. We note that you attribute the increase in risk -weighted assets (“RWA) during 2012 to
growth in the Firm’s assets as well as an adjustment to reflect regulatory guidance
regarding a limited number of market risk models used for certain positions held during
the first half of 2012, including the synthetic credit portfolio.  We further note that the
adjustment to RWA decreased substantially in the fourth quarter of 2012 as a result of
regulatory approval of certain market risk models and a reduction in related positions.
Please provide us with a more thorough explanation of the referenced regulatory
adjustments.  Please also consider providing a RWA rollforward in your future filings
that separately quantifies chang es in book size, book quality, and model changes by risk -
weighted asset type, if possible.

Notes to Consolidated Financial Statements

Note 3 – Fair Value Measurement, page 196

Credit adjustments, page 212

3. We note that you record credit valuation adjustments (“CVA”) to reflect counterparty
credit risk in the valuation of derivative assets as well as debit valuation adjustments
(“DVA”) to reflect your own credit risk in the valuation of derivative and other liabilities
measured at fair value (e.g., structured notes).  We also note your disclosure that the
methodology to determine your DVA adjustment is generally consistent with CVA and
incorporates your own credit spread as observed through the credit default swap (“CDS”)
market.  Given the volatilit y of these adjustments due to the tightening/widening of your
own credit spreads and changes in counterparty credit quality, we believe that the models
and significant assumptions used to determine these adjustments should be disclosed.
Accordingly, pleas e revise your future filings to describe the models and significant
assumptions used to determine both your CVA and DVA.  Please also clarify whether
there are any differences in how DVA is calculated for your derivatives as compared to
your structured not e liabilities.

Note 4 – Fair Value Option, page 214

4. We note that you have elected the fair value option for your structured notes and that
such notes are classified within Deposits, Other borrowed funds, or Long -term debt. We
further note that the deriva tives embedded within these notes are the primary driver of
risk and may have a significant impact on the fair value of such notes.  Please revise your
future filings to include a tabular presentation of your structured note products segregated

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 3

 by both bal ance sheet classification (e.g., Deposits, Other borrowed funds, or Long -term
debt) and by the specific risk components to which the value of such notes are linked
(e.g., equity, foreign currency exchange rates, interest rates, credit).

Note 17 – Goodwi ll and other intangible assets, page 291

Mortgage servicing rights, page 292

5. Please address the following with respect to your tabular disclosure of your mortgage
servicing rights (“MSR”) activity on page 293 as well as your related discussions on
pages 84-85:

 Your discussions on pages 84 -85 appear to be separating the components of
mortgage servicing revenue between operating revenue and risk management
revenue.  Consider revising this section in future filings to more transparently
identify your purpos e and how you delineate between these two types of mortgage
servicing revenues.  As part of this discussion, clearly identify how you compute
the amounts labeled as “Changes in MSR asset fair value due to modeled
amortization,” including the assumptions us ed.
 On a related note, i t appears that you began using the term “modeled
amortization” to refer to your modeled servicing portfolio runoff (or time decay)
beginning in 2011.  Please confirm that this line item represents the
collection/realization of servicing cash flows over time and clarify whether a
prepayment assumption is built into this number or quantified separately.  Please
also revise your future filings to clarify your use of the term “modeled
amortization” as we note this term  may be confusing to readers given that you
have elected to account for your MSRs using the fair value measurement method
as opposed to the amortization method pursuant to ASC 860 -50-35-1.
 We note that the line item “Other changes in valuation due to inpu ts and
assumptions” represents the aggregate impact of changes in model inputs and
assumptions (including costs to service, home prices, mortgage spreads, ancillary
income, and assumptions used to derive prepayment speeds) as well as changes to
the valuati on models themselves.  To the extent that there are multiple factors
affecting the valuation, and particularly when potentially offsetting changes in the
valuation occur, the amounts due to the various factors should be separately
discussed and quantified.   Please revise your future filings accordingly.
 Please revise your future filings to clarify where prepayment assumptions are
presented in your table.  For example, it would appear that the line item “Changes
due to market interest rates” would include th e impact of interest rate changes on
estimated prepayment speeds; however, it also appears that the “Other changes in
valuation due to inputs and assumptions” line item includes a component related
prepayment speed assumptions.  Clearly identify how the im pact of prepayment
speed assumptions is split between these two line items.

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 4

 Form 10 -Q for Quarterly Period Ended March 31, 2013

Notes to Consolidated Financial Statements

Note 5 – Derivative instruments, page 109

6. We note that you have separately pres ented $18.8 billion of derivative receivables and
$16.5 billion of derivative payables in your tabular disclosure on pages 112 -113 and have
excluded such derivatives from your table on page 114.   Your basis for excluding these
derivatives from your gross d erivatives balances is somewhat unclear given that you refer
to these as “derivative receivables/payables not nettable under U.S. GAAP”.   Your
disclosure preceding the tables on pages 112 -113 indicates that these derivatives have
been separately presented due to the fact that legal opinions have not been either sought
or obtained.   Please clarify whether the lack of a legal opinion means that the master
netting agreements are not “enforceable” and therefore such derivatives are not within the
scope of the g uidance of ASC 210 -20-50-1(d).   If so, please revise your disclosure in
future filings to clarify this fact and describe any common features or counterparties to
these types of derivative contracts where you do not have “enforceable” master netting
arrange ments.   If the master netting agreements have been determined to be legally
enforceable but the amounts have not been netted in the financial statements because
other GAAP requirements have not been met, please tell us  why these amounts have not
been inclu ded in the amounts required to be disclosed by ASC 210 -20-50-3(a) and
(c).   As a related matter, please tell us how you considered the guidance in paragraphs
15-16 of ASC 210 -20-55 which requires the information in ASC 210 -20-50-3(c) – (e) to
be grouped b y type of instrument or by counterparty since your disclosure on page 114
appears to provide this disclosure on an aggregate basis.

Note 12 – Securities financing activities, page 127

7. Consistent with comment 6 above, it appears that you have excluded cer tain amounts that
were not netted in your financial statements from the beginning “net asset/liability
balance” in the tables on the bottom of pages 127 -128.  Your disclosure indicates that
$11.0 billion in resale agreements and $9.9 billion in repurchase agreements were
excluded from these disclosures as such agreements were “not nettable under U.S.
GAAP”.   Again it is not clear whether you have determined that these instruments are not
within the scope of the guidance in ASC 210 -20-50-1(d) since they are not subject to
legally enforceable master netting arrangements, or whether they have been excluded
simply because they do not meet other GAAP offsetting requirements.    Please clarify
your basis for us, and to the extent that the exclusion is due to the fa ct that you have not
determined they are subject to legally enforceable master netting arrangements, please
tell us whether there are any common features or counterparties to these types of
contracts which are not subject to “enforceable” master netting ar rangements.

Marianne Lake
JPMorgan Chase & Co.
May 31, 2013
Page 5

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from  taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Angela Connell at (202) 551 -3426  or Kevin W. Vaughn, Accounting
Branch Chief, at (202) 551 -3494 if you have questions regarding comments on the financial
statements and related matters.  Please contact Celia Soehner at (202) 551 -3463 or me at (202)
551-3675 with any othe r questions.

Sincerely,

 /s/ Suzanne Hayes
Suzanne Hayes
Assistant Director