JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (A Wholly-Owned Subsidiary of Jpmorgan Chase & Co.)
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (a wholly-owned subsidiary of JPMorgan Chase & Co.) CONSOLIDATED FINANCIAL STATEMENTS For the quarterly period ended June 30, 2011 TABLE OF CONTENTS For the quarterly period ended June 30, 2011 Page(s) Consolidated Financial Statements - JPMorgan Chase Bank, National Association Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2011 and 2010 4 Consolidated Balance Sheets (unaudited) at June 30, 2011, and December 31, 2010 5 Consolidated Statements of Changes in Stockholder’s Equity and Comprehensive Income (unaudited) for the six months ended June 30, 2011 and 2010 6 Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2011 and 2010 7 Notes to Consolidated Financial Statements (unaudited) 8–90 Report of Independent Registered Public Accounting Firm 91 Supplementary Information Selected Quarterly Financial Data (unaudited) 92 Selected Annual Financial Data (unaudited) 93 Glossary of Terms 94–95 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (a wholly-owned subsidiary of JPMorgan Chase & Co.) CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended June 30, Six months ended June 30, (in millions) 2011 2010 2011 2010 Revenue Investment banking fees $ 900 $ 717 $ 1,857 $ 1,379 Principal transactions 1,724 2,341 4,512 5,586 Lending- and deposit-related fees 1,646 1,583 3,185 3,224 Asset management, administration and commissions 2,546 2,383 4,990 4,638 Securities gains(a) 835 951 924 1,650 Mortgage fees and related income 1,102 833 562 1,434 Credit card income 1,034 827 1,973 1,584 Other income 851 696 1,542 1,041 Noninterest revenue 10,638 10,331 19,545 20,536 Interest income 11,261 10,602 21,844 21,863 Interest expense 2,294 1,715 4,260 3,552 Net interest income 8,967 8,887 17,584 18,311 Total net revenue 19,605 19,218 37,129 38,847 Provision for credit losses 1,167 1,292 2,206 4,723 Noninterest expense Compensation expense 5,722 5,863 12,071 11,241 Occupancy expense 825 755 1,681 1,522 Technology, communications and equipment expense 1,090 1,027 2,159 2,029 Professional and outside services 1,363 1,172 2,618 2,263 Marketing 222 194 398 368 Other expense 4,813 3,007 7,769 7,142 Amortization of intangibles 120 132 240 264 Total noninterest expense 14,155 12,150 26,936 24,829 Income before income tax expense 4,283 5,776 7,987 9,295 Income tax expense 1,400 1,825 2,403 2,610 Net income $ 2,883 $ 3,951 $ 5,584 $ 6,685 (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, 2011 2010 2011 2010 Total other-than-temporary impairment losses $ — $ — $ (27) $ — Losses recorded in/(reclassified from) other comprehensive income (13) — (16) (6) Total credit losses recognized in income $ (13) $ — $ (43) $ (6) The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements. 4 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (a wholly-owned subsidiary of JPMorgan Chase & Co.) CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, December 31, (in millions, except share data) 2011 2010 Assets Cash and due from banks $ 29,250 $ 26,604 Deposits with banks 169,666 20,451 Federal funds sold and securities purchased under resale agreements (included $20,079 and $19,876 at fair value) 164,552 175,166 Securities borrowed (included $14,833 and $13,961 at fair value) 57,137 57,370 Trading assets (included assets pledged of $39,274 and $25,690) 342,228 358,150 Securities (included $317,249 and $310,745 at fair value and assets pledged of $99,796 and $87,107) 317,264 310,762 Loans (included $813 and $973 at fair value) 568,745 553,004 Allowance for loan losses (21,446) (22,435) Loans, net of allowance for loan losses 547,299 530,569 Accrued interest and accounts receivable 49,577 35,985 Premises and equipment 11,556 10,987 Goodwill 27,401 27,348 Mortgage servicing rights 12,243 13,440 Other intangible assets 1,746 1,967 Other assets (included $5,676 and $8,139 at fair value and assets pledged of $1,255 and $1,305) 61,141 62,822 Total assets(a) $ 1,791,060 $ 1,631,621 Liabilities Deposits (included $4,753 and $4,327 at fair value) $ 1,144,158 $ 1,019,993 Federal funds purchased and securities loaned or sold under repurchase agreements (included $4,762 and $2,555 at fair value) 180,125 178,552 Other borrowed funds (included $8,355 and $7,125 at fair value) 21,492 23,119 Trading liabilities 127,822 124,438 Accounts payable and other liabilities (included the allowance for lending-related commitments of $599 and $691; and $73 and $127 at fair value) 78,220 68,619 Beneficial interests issued by consolidated variable interest entities (included $177 and $354 at fair value) 26,659 26,099 Long-term debt (included $20,662 and $20,819 at fair value) 87,210 67,584 Total liabilities(a) 1,665,686 1,508,404 Commitments and contingencies (see Note 23 and 25 of these Consolidated Financial Statements) Stockholder’s equity Preferred stock ($1 par value; authorized 15,000,000 shares; issued zero shares) — — Common stock ($12 par value; authorized 150,000,000 shares; issued 148,761,243 shares) 1,785 1,785 Capital surplus 76,777 76,771 Retained earnings 43,369 41,785 Accumulated other comprehensive income/(loss) 3,443 2,876 Total stockholder’s equity 125,374 123,217 Total liabilities and stockholder’s equity $ 1,791,060 $ 1,631,621 (a) The following table presents information on assets and liabilities related to VIEs that are consolidated by JPMorgan Chase Bank, N.A. at June 30, 2011, and December 31, 2010. The difference between total VIE assets and liabilities represents JPMorgan Chase Bank, N.A.’s interests in those entities, which were eliminated in consolidation. June 30, December 31, 2011 2010 Assets Trading assets $ 2,728 $ 2,947 Loans 27,980 27,467 All other assets 1,295 1,520 Total assets $ 32,003 $ 31,934 Liabilities Beneficial interests issued by consolidated variable interest entities $ 26,659 $ 26,099 All other liabilities 1,507 1,661 Total liabilities $ 28,166 $ 27,760 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 Bank, N.A. At both June 30, 2011, and December 31, 2010, JPMorgan Chase Bank, N.A. provided limited program-wide credit enhancement of $2.0 billion related to its JPMorgan Chase Bank, N.A.-administered multi-seller conduits. For further discussion, see Note 16 on pages 61–69 of these Consolidated Financial Statements. The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements. 5 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (a wholly-owned subsidiary of JPMorgan Chase & Co.) CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY AND COMPREHENSIVE INCOME (UNAUDITED) Six months ended June 30, (in millions) 2011 2010 Common stock Balance at January 1 and June 30 $ 1,785 $ 1,785 Capital surplus Balance at January 1 76,771 78,377 Cash capital contribution from JPMorgan Chase & Co. 15 520 Adjustments to capital due to transactions with JPMorgan Chase & Co. (13) (985) Other 4 (1,273) Balance at June 30 76,777 76,639 Retained earnings Balance at January 1 41,785 45,494 Cumulative effect of change in accounting principle — 4 Net income 5,584 6,685 Cash dividends paid to JPMorgan Chase & Co. (4,000) (4,000) Net internal legal entity mergers — (53) Balance at June 30 43,369 48,130 Accumulated other comprehensive income/(loss) Balance at January 1 2,876 1,638 Cumulative effect of change in accounting principle — (23) Other comprehensive income 567 2,736 Balance at June 30 3,443 4,351 Total stockholder’s equity $ 125,374 $ 130,905 Comprehensive income Net income $ 5,584 $ 6,685 Other comprehensive income 567 2,736 Comprehensive income $ 6,151 $ 9,421 The Notes to Consolidated Financial Statements (unaudited) are an integral part of these statements. 6 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (a wholly-owned subsidiary of JPMorgan Chase & Co.) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, (in millions) 2011 2010 Operating activities Net income $ 5,584 $ 6,685 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 2,206 4,723 Depreciation and amortization 1,644 1,523 Amortization of intangibles 240 264 Deferred tax benefit (486) (1,015) Investment securities gains (924) (1,650) Originations and purchases of loans held-for-sale (40,196) (14,259) Proceeds from sales, securitizations and paydowns of loans held-for-sale 41,599 18,277 Net change in: Trading assets 19,656 9,872 Securities borrowed 234 (10,805) Accrued interest and accounts receivable (13,592) 4,901 Other assets 1,275 (16,266) Trading liabilities (6,555) 10,253 Accounts payable and other liabilities 10,928 11,119 Other operating adjustments 2,950 2,505 Net cash provided by operating activities 24,563 26,127 Investing activities Net change in: Deposits with banks (149,404) 23,491 Federal funds sold and securities purchased under resale agreements 10,608 3,354 Held-to-maturity securities: Proceeds 2 4 Available-for-sale securities: Proceeds from maturities 39,966 64,164 Proceeds from sales 41,871 76,365 Purchases (80,383) (100,237) Proceeds from sales and securitizations of loans held-for-investment 3,762 5,210 Other changes in loans, net (21,392) 3,496 Net cash used in business acquisitions or dispositions — (26) All other investing activities, net (715) (22) Net cash (used in)/provided by investing activities (155,685) 75,799 Financing activities Net change in: Deposits 117,106 (50,910) Federal funds purchased and securities loaned or sold under repurchase agreements 1,590 (22,408) Other borrowed funds (480) 286 Beneficial interests issued by consolidated variable interest entities 807 (2,274) Proceeds from long-term borrowings and trust preferred capital debt securities 27,891 8,602 Payments of long-term borrowings and trust preferred capital debt securities (9,680) (24,744) Cash capital contribution from JPMorgan Chase & Co.