Annual financial and audit reports – JPMORGAN CHASE & CO.
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SECURITIES AND EXCHANGE COMMISSION |
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FORM 10-K |
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Annual report pursuant to Section 13 or 15(d) of |
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the Securities Exchange Act of 1934 |
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For the fiscal year ended |
Commission file |
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number 1-5805 |
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(Exact name of registrant as specified in its charter) |
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13-2624428 |
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(State or other jurisdiction of |
(I.R.S. employer |
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incorporation or organization) |
identification no.) |
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10179 |
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(Address of principal executive offices) |
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Registrant's telephone number, including area code: (212) 270-6000 |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Trading Symbol(s) |
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Common stock |
JPM |
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Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, |
JPM PR D |
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Series DD |
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Depositary Shares, each representing a one-four hundredth interest in a share of 6.00% Non-Cumulative Preferred Stock, |
JPM PR C |
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Series EE |
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Depositary Shares, each representing a one-four hundredth interest in a share of 4.75% Non-Cumulative Preferred Stock, |
JPM PR J |
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Series GG |
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Depositary Shares, each representing a one-four hundredth interest in a share of 4.55% Non-Cumulative Preferred Stock, |
JPM PR K |
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Series JJ |
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Depositary Shares, each representing a one-four hundredth interest in a share of 4.625% Non-Cumulative Preferred Stock, |
JPM PR L |
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Series LL |
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Depositary Shares, each representing a one-four hundredth interest in a share of 4.20% Non-Cumulative Preferred Stock, |
JPM PR M |
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Series MM |
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Guarantee of Callable Fixed Rate Notes due |
JPM/32 |
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Guarantee of Alerian MLP Index ETNs due |
AMJB |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
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. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ Large accelerated filer |
☐ Accelerated filer |
☐ Non-accelerated filer |
☐ Smaller reporting company ☐ Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Yes ☐ No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1 (b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of
Number of shares of common stock outstanding as of
Documents incorporated by reference: Portions of the registrant's Proxy Statement for the annual meeting of stockholders to be held on
Form 10-K Index
Part I |
Page |
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Item 1. |
Business. |
1 |
Overview |
1 |
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Business segments & Corporate |
1 |
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Competition |
1 |
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Supervision and regulation |
2-7 |
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Human capital |
8-9 |
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Distribution of assets, liabilities and stockholders' equity; interest rates and interest differentials |
322-326 |
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Item 1A. |
Risk Factors. |
10-37 |
Item 1B. |
Unresolved Staff Comments. |
38 |
Item 2. |
Properties. |
38 |
Item 3. |
Legal Proceedings. |
38 |
Item 4. |
Mine Safety Disclosures. |
38 |
Part II |
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Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of |
39 |
Item 6. |
Reserved |
39 |
Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
39 |
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
39 |
Item 8. |
Financial Statements and Supplementary Data. |
40 |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
40 |
Item 9A. |
Controls and Procedures. |
40 |
Item 9B. |
Other Information. |
41 |
Item 9C. |
Disclosure regarding Foreign Jurisdictions that Prevent Inspections. |
41 |
Part III |
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Item 10. |
Directors, Executive Officers and Corporate Governance. |
42 |
Item 11. |
Executive Compensation. |
43 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
43 |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
43 |
Item 14. |
Principal Accounting Fees and Services. |
43 |
Part IV |
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Item 15. |
Exhibits, Financial Statement Schedules. |
44-47 |
Part I
Item 1. Business.
Overview
JPMorganChase's principal bank subsidiary is
The Firm's website is www.jpmorganchase.com. JPMorganChase makes available on its website, free of charge, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files or furnishes such material to the
Business segments & Corporate
Effective in the second quarter of 2024, JPMorganChase reorganized its reportable business segments by combining the former Corporate & Investment Bank and Commercial Banking business segments to form one reportable segment, the
reorganization, the Firm has three reportable business segments - Consumer & Community Banking ("CCB"),
A description of the Firm's reportable business segments and the products and services that they provide to their respective client bases, as well as a description of Corporate activities, is provided in the Management's discussion and analysis of financial condition and results of operations section of this Form 10-K ("Management's discussion and analysis" or "MD&A") under the heading "Business Segment & Corporate Results," which begins on page 52, and in Note 32.
Competition
JPMorganChase and its subsidiaries and affiliates operate in highly competitive environments. Competitors include other banks, brokerage firms, investment banking companies, merchant banks, hedge funds, commodity trading companies, private equity firms, insurance companies, mutual fund companies, investment managers, credit card companies, mortgage banking companies, trust companies, securities processing companies, automobile financing companies, leasing companies, e- commerce and other internet-based companies, financial technology companies, and other companies engaged in providing similar and new products and services. The Firm's businesses generally compete on the basis of the quality and variety of the Firm's products and services, transaction execution, innovation, reputation and price. Competition also varies based on the types of clients, customers, industries and geographies served. With respect to some of its geographies and products, JPMorganChase competes globally; with respect to others, the Firm competes on a national or regional basis. New competitors in the financial services industry continue to emerge, including firms that offer products and services solely through the internet and non-financial companies that offer products and services that disintermediate traditional banking products and services offered by financial services firms such as JPMorganChase.
1
Part I
Supervision and regulation
The Firm is subject to extensive and comprehensive regulation under
Financial holding company:
Consolidated supervision.
JPMorganChase's national bank subsidiary,
JPMorganChase's
JPMSE is a
Permissible business activities. The Bank Holding Company Act restricts BHCs from engaging in business activities other than the business of banking and certain closely-related activities. FHCs are permitted to engage in a broader range of financial activities. The
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depository institution controlled by an FHC fails to maintain a satisfactory rating under the Community Reinvestment Act, the
Capital and liquidity requirements. The
Banking supervisors globally continue to refine and enhance the Basel III capital framework for financial institutions. In
- capital framework. The proposal would significantly revise risk-based capital requirements for banks with assets of
$100 billion or more, including the Firm and otherU.S. global systemically important banks ("GSIBs"). Finalization of the proposal, including the required implementation date, is uncertain. The Firm continues to monitor developments and potential impacts.
In the EU and
Stress tests. As a large BHC, JPMorganChase is subject to supervisory stress testing administered by the
SCB requirement will become effective on
Refer to Capital Risk Management on pages 97-107 and Liquidity Risk Management on pages 108-115 for more information.
Enhanced prudential standards. As part of its mandate to identify and monitor risks to the financial stability of the
Holding company as a source of strength.
Regulation of acquisitions. Acquisitions by BHCs and their banks are subject to requirements, limitations and prohibitions established by law and by the
broader range of activities (including acquisitions) than BHCs, the
Ongoing obligations. The Firm is subject to a five-year cooperation obligation under an order issued by the CFTC on
Subsidiary banks:
The activities of
Prompt corrective action. The Federal Deposit Insurance Corporation Improvement Act of 1991 requires the relevant federal banking regulator to take "prompt corrective action" with respect to a depository institution if that institution does not meet certain
3
Part I
capital adequacy standards. The
Heightened Supervisory Standards. In the
The Firm's banking entities in the EU and the
Restrictions on transactions with affiliates.
- Co. and other affiliates from borrowing from
JPMorgan Chase Bank, N.A . and its subsidiaries unless the loans are secured in specified amounts and comply with certain other requirements.
Dividend restrictions. Federal law imposes limitations on the payment of dividends by national banks, such as
Depositor preference. Under federal law, the claims of a receiver of an insured depositary institution ("IDI") for administrative expense and the claims of holders of
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Consumer supervision and regulation.
In addition, in
Separately, in
In
statutes which are enforced by the Attorney General or empowered agency of each state.
In the
Securities and broker-dealer regulation:
The Firm conducts securities underwriting, dealing and brokerage activities in the
Investment management regulation:
The Firm's asset and wealth management businesses are subject to significant regulation in jurisdictions around the world relating to, among other things, the safeguarding and management of client assets, offerings of funds and marketing activities. Certain of the Firm's subsidiaries are registered with, and subject to oversight by, the
The Firm's asset and wealth management businesses continue to be subject to ongoing rule-making and implementation of new regulations and other guidance, including by the
Derivatives regulation:
The Firm is subject to comprehensive regulation of its derivatives businesses. In the
Data, privacy, cybersecurity and artificial intelligence regulation: The Firm and its subsidiaries are subject to laws, rules and regulations globally concerning data, including data protection, consumer protection, privacy, cybersecurity, artificial intelligence and related
5
Part I
matters. These laws, rules and regulations are constantly evolving, subject to interpretation, remain a focus of regulators globally, may be enforced by private parties or government bodies, and continue to have a significant impact on all of the Firm's businesses and operations.
For example, the Digital Operational Resilience Act (DORA) mandates that the Firm's financial services subsidiaries operating in the EU comply with requirements relating to information and communications technology ("ICT") risk management, reporting, security control testing and ICT third party risks beginning in
The Bank Secrecy Act and Economic Sanctions:
The Bank Secrecy Act ("BSA") requires all financial institutions, including banks and securities broker-dealers, to establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA includes a variety of record-keeping and reporting requirements, as well as due diligence/know-your-customer documentation requirements. The Firm is also subject to the regulations and economic sanctions programs administered and enforced by the
Anti-Corruption:
The Firm is subject to laws and regulations relating to corrupt and illegal payments to government officials and others in the jurisdictions in which it operates, including the
Compensation practices:
The Firm's compensation practices are subject to oversight by the
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practices are also subject to regulation and oversight by regulators in other jurisdictions, notably the Fifth Capital Requirements Directive ("CRD V"), as implemented in the EU and as largely adopted in the
Sustainability:
Policymakers in the
Litigation and regulatory challenges:
Trade organizations representing the financial services industry and others have filed lawsuits challenging various laws, rules and regulations that, if enacted, adopted or implemented, could have significant adverse impacts on the results of operations or compliance costs of financial institutions, including the Firm. These matters include:
- Stress tests:
The Bank Policy Institute ("BPI"), theU.S. Chamber of Commerce and other trade organizations filed an action against theFederal Reserve in theUnited States District Court for the SoutheDistrict of Ohio inDecember 2024 challenging the manner in which the annual stress testing process is administered.
- CFPB Late
Fee Rule : This rule has been stayed pending resolution of an action challenging the rule filed against theCFPB in theUnited States District Court for the NortheDistrict of Texas inMarch 2024 by trade organizations including theAmerican Bankers Association and theConsumer Bankers Association . - CFPB Data Sharing Rule: The BPI, the
Kentucky Bankers Association and other organizations filed an action against theCFPB in theUnited States District Court for the EasteDistrict of Kentucky inOctober 2024 challenging key aspects of this rule. - CFPB Overdraft Rule: An action filed by trade organizations led by the
Mississippi Bankers Association against theCFPB in theUnited States District Court for the SoutheDistrict of Mississippi inDecember 2024 seeks a preliminary injunction to stay theOctober 1, 2025 effective date of this rule. TheCFPB has consented in part to stay the effective date of the rule by 90 days and to temporarily stay the litigation. The preliminary injunction and the stay of litigation are pending court approval. - Fiduciary Rule: Trade organizations including the
Federation of Americans for Consumer Choice and the American Council of Life Insurers filed actions against the DOL seeking to enjoin this rule, and inJuly 2024 , the effective date of the rule was stayed by two United States District Courts.
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Part I
Human capital
JPMorganChase believes that its long-term growth and success depend on its ability to attract, develop and retain talented employees and foster an inclusive work environment. The information provided below relates to JPMorganChase's full-time and part-time employees and does not include the Firm's contractors.
Global workforce
As of
Employee Breakdown by Region
Region |
Employees |
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187,179 |
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93,941 |
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30,729 |
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5,384 |
Total Firm |
317,233 |
Employee Breakdown by LOB and Corporate |
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LOB |
Employees |
CCB |
144,989 |
CIB |
93,231 |
AWM |
29,403 |
Corporate |
49,610 |
Total Firm |
317,233 |
Workforce composition
The following table presents information based on voluntary self-identifications by the Firm's employees, including members of the Firm's Operating Committee and other senior level employees, as well as members of the Board of Directors, as of
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Total |
Senior level |
Operating |
Board of |
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employees |
employees(e) |
Committee |
Directors(f) |
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Race/Ethnicity(a): |
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White |
43 |
% |
74 |
% |
86 |
% |
80 |
% |
Hispanic |
21 |
% |
6 |
% |
7 |
% |
- |
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Asian |
20 |
% |
14 |
% |
7 |
% |
- |
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Black |
13 |
% |
5 |
% |
- |
20 |
% |
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Other(b) |
3 |
% |
1 |
% |
- |
- |
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Gender(c): |
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Men |
51 |
% |
71 |
% |
53 |
% |
50 |
% |
Women |
49 |
% |
29 |
% |
47 |
% |
50 |
% |
LGBTQ+(d) |
4 |
% |
2 |
% |
7 |
% |
- |
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Military veterans(d) |
3 |
% |
2 |
% |
- |
10 |
% |
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People with disabilities(d) |
5 |
% |
3 |
% |
- |
- |
(g) |
- Based on EEO metrics. Presented as a percentage of the respective populations who self-identified race/ethnicity, which was 97% and 95% of the Firm's total
U.S. -based employees andU.S. -based senior level employees, respectively, and all members of the Operating Committee and the Board of Directors. Information for the Operating Committee includes one member who is based outside of theU.S. - Other includes American Indian or
Alaskan Native , Native Hawaiian or Other Pacific Islander, and two or more races/ethnicities. - Presented as a percentage of the respective populations who self-identified gender, which was 99% of each of the Firm's total global employees and senior level employees, and all members of the Operating Committee and the Board of Directors.
- Presented as a percentage of total
U.S. -based employees, totalU.S. -based senior level employees, all members of the Operating Committee, and all members of the Board of Directors, respectively. - Senior level employees represents employees with the titles of Managing Director and above.
- Excludes
Brad D. Smith andMichele G. Buck , who were elected to the Firm's Board of Directors, effectiveJanuary 21, 2025 andMarch 17, 2025 , respectively. - The Firm has not asked members of the Board of Directors to self-identify disability status.
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