The Parent Company is obligated to contribute to the IHC substantially all the net proceeds received from securities issuances (including issuances of senior and subordinated debt securities and of preferred and common stock).


JPM deposits held by JPMorgan Chase and other financial institutions

The ability of JPMorgan Chase Bank, N.A. and the IHC to make payments to the Parent Company is also


limited. JPMorgan Chase Bank, N.A. is subject to regulatory restrictions on its dividend distributions, as well as capital adequacy requirements, such as the Supplementary Leverage Ratio (“SLR”), and liquidity requirements and other regulatory restrictions on its ability to make payments to the Parent Company. The IHC is prohibited from paying dividends or extending credit to the Parent Company if certain capital or liquidity thresholds are breached, or if limits are otherwise imposed by the Parent Company’s management or Board of Directors.


As a result of these arrangements, the ability of the Parent Company to make various payments is dependent on its receiving dividends from JPMorgan Chase Bank, N.A. and dividends and borrowings from the IHC. These limitations could affect the Parent Company’s ability to: •pay interest on its debt securities •pay dividends on its equity securities •redeem or repurchase outstanding securities, and •fulfill its other payment obligations.


These arrangements could also result in the Parent Company seeking protection under bankruptcy laws or otherwise entering into resolution proceedings at a time earlier than would have been the case absent the existence of the capital and liquidity thresholds to which JPMorgan Chase Bank, N.A. and the IHC are subject.


Reductions in JPMorgan Chase’s credit ratings may adversely affect its liquidity and cost of funding.


JPMorgan Chase & Co. and certain of its principal subsidiaries are rated by credit rating agencies. Rating agencies evaluate general, firm-specific and industry-specific factors when determining credit ratings for a particular financial institution, including: •expected future profitability •risk management practices •legal expenses •ratings differentials between bank holding companies and their bank and non-bank subsidiaries •regulatory developments •assumptions about government support, and •economic and geopolitical developments.


JPMorgan Chase closely monitors and manages, to the extent that it is able, factors that could influence its credit ratings. However, there is no assurance that JPMorgan Chase’s credit ratings will not be downgraded in the future. Furthermore, any such downgrade could occur at times of broader market instability when JPMorgan Chase’s options for responding to events may be more limited and general investor confidence is low.


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A reduction in JPMorgan Chase’s credit ratings could curtail JPMorgan Chase’s business activities and reduce its profitability in a number of ways, including: •reducing its access to capital markets •materially increasing its cost of issuing and servicing securities •triggering additional collateral or funding requirements, and •decreasing the number of investors and counterparties that are willing or permitted to do business with or lend to JPMorgan Chase.


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Any rating reduction could also increase the credit spreads charged by the market for taking credit risk on JPMorgan Chase & Co. and its subsidiaries. This could, in turn, adversely affect the value of debt and other obligations of JPMorgan Chase & Co. and its subsidiaries.


JPM Capital

Maintaining the required level and composition of capital may impact JPMorgan Chase’s ability to support business activities, meet evolving regulatory requirements and distribute capital to shareholders.


JPM Capital

JPMorgan Chase is subject to various regulatory capital requirements, including leverage- and risk-based capital requirements. In addition, as a Global Systemically Important Bank (“GSIB”), JPMorgan Chase is required to hold additional capital buffers, including a GSIB surcharge, a Stress Capital Buffer (“SCB”), and a countercyclical buffer, each of which is reassessed at least annually. The amount of capital that JPMorgan Chase is required to hold in order to satisfy these leverage- and risk-based requirements could increase at any given time due to factors such as: •actions by banking regulators, including changes in laws, rules, and regulations •changes in the composition of JPMorgan Chase’s balance sheet or developments that could increase RWA, such as increased market risk, customer delinquencies, client credit rating downgrades or other factors, and •increases in estimated stress losses as determined by the Federal Reserve under the Comprehensive Capital Analysis and Review, which could increase JPMorgan Chase’s SCB.


JPM Capital

Any failure by or inability of JPMorgan Chase to maintain the required level and composition of capital, or unfavorable changes in applicable capital requirements, could have an adverse impact on JPMorgan Chase’s shareholders, such as: •reducing the amount of common stock that JPMorgan Chase is permitted to repurchase •requiring the issuance of, or prohibiting the redemption of, capital instruments in a manner inconsistent with JPMorgan Chase’s capital management strategy •constraining the amount of dividends that may be paid on common stock, or •curtailing JPMorgan Chase’s business activities or operations.


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Banking regulators have released a proposal to amend the Basel III risk-based capital framework which could significantly revise the risk-based capital requirements for banks with assets of $100 billion or more, including JPMorgan Chase. Uncertainty remains as to the manner in which these requirements will ultimately apply to JPMorgan Chase, however it is possible that these requirements could impact JPMorgan Chase’s decisions concerning the business activities in which it will engage and its levels of capital distributions to its shareholders.


JPM Operational

JPMorgan Chase’s businesses are dependent on the effectiveness of internal and external operational systems.


JPM Operational

JPMorgan Chase’s businesses rely on the ability of JPMorgan Chase’s financial, accounting, transaction execution, data processing and other operational systems to process, record, monitor and report a large number of transactions on a continuous basis, and to do so accurately, quickly and securely. In addition to proper design, installation, maintenance and training, the effective functioning of JPMorgan Chase’s operational systems depends on: •the quality of the information contained in those systems, as inaccurate, outdated, incomplete or corrupted data can significantly compromise the functionality or reliability of a particular system and other systems to which it transmits or from which it receives information, and •JPMorgan Chase’s ability to continue to maintain and upgrade its systems on a regular basis in line with technological advancements and evolving security requirements, carefully manage any changes introduced to its systems to maintain security and operational continuity, and adhere to all applicable legal and regulatory requirements, particularly in regions where JPMorgan Chase may face a heightened risk of malicious activity.


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JPMorgan Chase has experienced and expects that it will continue to experience failures and disruptions in the stability of its operational systems, including degraded performance of data processing systems, data quality issues, disruptions of network connectivity and malfunctioning software, as well as disruptions in its ability to access and use the operational systems of third parties. These incidents have resulted in various negative effects for customers, including the inability to access account information or to make transactions through ATM, internet or mobile channels, the exfiltration of customer personal data, the recording of duplicative transactions and extended delays for customers requiring services from call


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centers. There can be no assurance that these and other types of operational failures or disruptions will not occur in the future.


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JPMorgan Chase’s ability to effectively manage the stability of its operational systems and infrastructure could be hindered by many factors, any of which could have a negative impact on JPMorgan Chase and its clients, customers and counterparties, including: •JPMorgan Chase’s ability to effectively maintain and upgrade systems and infrastructure can become more challenging as the speed, frequency, volume, interconnectivity and complexity of transactions continue to increase •attempts by third parties to defraud JPMorgan Chase or its clients and customers are increasing, evolving and becoming more complex, and during periods of market disruption or economic uncertainty, these attempts can be expected to increase in volume •errors made by JPMorgan Chase or another market participant, whether inadvertent or malicious, could cause widespread system disruption •failure to detect weaknesses or shortcomings in operational systems in a timely manner •isolated or seemingly insignificant errors in operational systems could compound, or migrate to other systems over time, to become larger issues •disruptions in operational systems or in the ability of systems to communicate with each other could be caused by failures in synchronization or encryption software, or degraded performance of microprocessors, and •attempts by third parties to block the use of key technology solutions by claiming that the use infringes on their intellectual property rights.


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JPMorgan Chase also depends on its ability to access and use the operational systems of third parties, including its custodians, vendors (such as those that provide data and cloud computing services, and security and technology services) and other market participants (such as clearing and payment systems, CCPs and securities exchanges), and external operational systems with which JPMorgan is connected, whether directly or indirectly, can be sources of operational risk to JPMorgan Chase. JPMorgan Chase may be exposed not only to a systems failure or cyber attack that may be experienced by a vendor or market infrastructure with which JPMorgan Chase is directly connected, but also to a systems breakdown or cyber attack involving another party to which such a vendor or infrastructure is connected. Similarly, retailers, payment systems and processors, data aggregators and other external parties with which JPMorgan Chase’s customers do business can increase JPMorgan Chase’s operational risk. This is particularly the case where activities of customers or other parties are beyond JPMorgan Chase’s security and control systems, including through the use of the internet,


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cloud computing services, and personal smart phones and other mobile devices or services.


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If an external party obtains access to customer account data on JPMorgan Chase’s systems, whether authorized or unauthorized, and that party misappropriates that data, this could result in negative outcomes for JPMorgan Chase and its clients and customers, including a heightened risk of fraudulent transactions using JPMorgan Chase’s systems, losses from fraudulent transactions and reputational harm arising from the perception that JPMorgan Chase’s systems may not be secure.


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As JPMorgan Chase’s interconnectivity with clients, customers and other external parties continues to expand, JPMorgan Chase increasingly faces the risk of operational failure or cyber attacks with respect to the systems of those parties. Security breaches affecting JPMorgan Chase’s clients or customers, or systems breakdowns or failures, security breaches or human error or misconduct affecting other external parties, may require JPMorgan Chase to take steps to protect the integrity of its own operational systems or to safeguard confidential information, including restricting the access of customers to their accounts. These actions can increase JPMorgan Chase’s operational costs and potentially diminish customer satisfaction and confidence in JPMorgan Chase.


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Furthermore, the widespread and expanding interconnectivity among financial institutions, clearing banks, CCPs, payments processors, financial technology companies, securities exchanges, clearing houses and other financial market infrastructures increases the risk that the disruption of an operational system involving one institution or entity, including due to a cyber attack, may cause industry-wide operational disruptions that could materially affect JPMorgan Chase’s ability to conduct business. In addition, the risks associated with the disruption of an operational system of a third party could be exacerbated to the extent that the services provided by that system are used by a significant number or proportion of market participants.


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The ineffectiveness, failure or other disruption of operational systems upon which JPMorgan Chase depends, including due to a systems malfunction, cyber incident or other systems failure, could result in unfavorable ripple effects in the financial markets and for JPMorgan Chase and its clients and customers, including: •delays or other disruptions in providing services, including the provision of liquidity or information to clients and customers •impairment of JPMorgan Chase’s ability to execute transactions, including delays or failures in the confirmation or settlement of transactions or in obtaining access to funds or other assets required for settlement •the possibility that funds transfers, capital markets trades or other transactions are executed erroneously


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•financial losses, including due to loss-sharing requirements of CCPs, payment systems or other market infrastructures, or as possible restitution to clients and customers •higher operational costs associated with replacing services provided by a system that has experienced a failure or other disruption •limitations on JPMorgan Chase's ability to collect data needed for its business and operations •loss of confidence in the ability of JPMorgan Chase, or financial institutions generally, to protect against and withstand operational disruptions •dissatisfaction among JPMorgan Chase’s clients or customers •significant exposure to litigation and regulatory fines, penalties or other sanctions, and •harm to JPMorgan Chase’s reputation.


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If JPMorgan Chase’s operational systems, or those of acquired businesses or of external parties on which JPMorgan Chase’s businesses depend, are unable to meet the requirements of JPMorgan Chase’s businesses and operations or bank regulatory standards, or if they fail or have other significant shortcomings, JPMorgan Chase could be materially and adversely affected.


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A successful cyber attack affecting JPMorgan Chase could cause significant harm to JPMorgan Chase and its clients and customers.


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JPMorgan Chase experiences numerous cyber attacks on its computer systems, software, networks and other technology assets on a daily basis from various actors, including groups acting on behalf of hostile countries, cyber-criminals, “hacktivists” (i.e., individuals or groups that use technology to promote a political agenda or social change) and others. These cyber attacks can take many forms, including attempts to introduce computer viruses or malicious code, which are commonly referred to as “malware,” into JPMorgan Chase’s systems. These attacks are often designed to: •obtain unauthorized access to confidential information belonging to JPMorgan Chase or its clients, customers, counterparties or employees •manipulate data •destroy data or systems with the aim of rendering services unavailable •disrupt, sabotage or degrade service on JPMorgan Chase’s systems •steal money, or •extort money through the use of so-called “ransomware.”


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JPMorgan Chase also experiences: •distributed denial-of-service attacks intended to disrupt JPMorgan Chase’s websites, including those that provide online banking and other services, •a higher volume and complexity of cyber attacks against the backdrop of heightened geopolitical tensions, and •a high volume of disruptions to internet-based services used by JPMorgan Chase that are provided by third parties.


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JPMorgan Chase has experienced security breaches due to cyber attacks in the past, and it is inevitable that additional breaches will occur in the future. Any such breach could result in serious and harmful consequences for JPMorgan Chase or its clients and customers.


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A principal reason that JPMorgan Chase cannot provide absolute security against cyber attacks is that it may not always be possible to anticipate, detect or recognize threats to JPMorgan Chase’s systems, or to implement effective preventive measures against all breaches because: •the techniques used in cyber attacks evolve frequently and are increasingly sophisticated, and therefore may not be recognized until launched or may go undetected for extended periods •cyber attacks can originate from a wide variety of sources, including JPMorgan Chase’s own employees, cyber-criminals, hacktivists, well-resourced groups linked to terrorist organizations or hostile nation-states that can sustain malicious activities for extended periods, or third parties whose objective is to disrupt the operations of financial institutions more generally •JPMorgan Chase does not have control over the cybersecurity of the systems of the large number of clients, customers, counterparties and third-party service providers with which it does business, and •it is possible that a third party, after establishing a foothold on an internal network without being detected, may gain access to other networks and systems.


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The risk of a security breach due to a cyber attack could increase in the future due to factors such as: •JPMorgan Chase’s ongoing expansion of its mobile banking and other internet-based product offerings and its internal use of internet-based products and applications, including those that use cloud computing services •advances in artificial intelligence, such as the use of machine learning and generative artificial intelligence by malicious actors to develop more advanced social engineering attacks, including targeted phishing attacks •the inability to maintain the security of information transmitted by JPMorgan Chase due to advances in quantum computing that may counteract or nullify existing information protections, and •the acquisition and integration of new businesses.


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In addition, a third party could misappropriate confidential information obtained by intercepting signals or communications from mobile devices used by JPMorgan Chase’s employees.


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The dynamic nature of the cyber threat landscape necessitates continuous enhancement and adaptation of cybersecurity controls. Failure to discover or address known vulnerabilities or shortcomings in cybersecurity controls, or to prioritize or complete enhancements to address them, in each case in a timely manner, may leave JPMorgan Chase vulnerable to cyber attacks, potentially resulting in data breaches, financial losses, reputational damage and regulatory penalties, including the failure to prioritize or complete enhancements relating to: •preventing unauthorized access and protecting against the misuse of access, including the maintenance and enhancement of controls related to secure software development practices and identity and access management, such as those relating to the management of administrative access to systems •detecting, escalating and addressing effectively and in a timely manner any vulnerabilities that may be present either in internally-developed software or externally-provided software or services, including vulnerabilities that could allow attackers to exploit unknown security flaws in software and hardware (“zero-day vulnerabilities”) •enhancing early detection of attacks against third-party vendors, including attacks targeting vulnerabilities in third-party open-source software, in support of the secure development and maintenance of internal systems •maintaining and enhancing controls related to technology asset management and inventory systems to prevent the risk of undetected vulnerabilities that could undermine JPMorgan Chase’s ability to operate an effective control process •upgrading the coverage and capabilities of systems and controls to protect JPMorgan Chase and its clients and customers from the impact of distributed denial-of-service attacks, or to recover from outages that could be caused by a malware or ransomware attack •strengthening network security and management of outbound connections to reduce the risk of data loss •identifying, assessing and mitigating insider threat activities that could lead to the misuse of JPMorgan Chase’s systems or client and customer information, and •integrating acquired businesses where system integration may be complex or may require extensive and lengthy remediation or enhancement of controls.


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A successful penetration or circumvention of the security of JPMorgan Chase’s systems or the systems of a vendor, governmental body or another market participant could cause serious negative consequences, including: •significant disruption of JPMorgan Chase’s operations and those of its clients, customers and counterparties, including losing access to operational systems •misappropriation of confidential information of JPMorgan Chase or that of its clients, customers, counterparties, employees or regulators •disruption of or damage to JPMorgan Chase’s systems and those of its clients, customers and counterparties •the inability, or extended delays in the ability, to fully recover and restore data that has been stolen, manipulated or destroyed, or the inability to prevent systems from processing fraudulent transactions •demands that JPMorgan Chase pay a ransom to a malicious actor that has perpetrated a cybersecurity breach •unintended violations by JPMorgan Chase of applicable privacy and other laws •financial loss to JPMorgan Chase or to its clients, customers, counterparties or employees •loss of confidence in JPMorgan Chase’s cybersecurity and business resiliency measures •dissatisfaction among JPMorgan Chase’s clients, customers or counterparties •significant exposure to litigation and regulatory fines, penalties or other sanctions, and •harm to JPMorgan Chase’s reputation.


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The extent of a particular cyber attack, the methods and tools used by various actors, and the steps that JPMorgan Chase may need to take to investigate the attack may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed. While such an investigation is ongoing, JPMorgan Chase may not necessarily know the full extent of the harm caused by the cyber attack, and that damage may continue to spread. These factors may inhibit JPMorgan Chase’s ability to provide rapid, full and reliable information about the cyber attack to its clients, customers, counterparties and regulators, as well as the public. Furthermore, it may not be clear how best to contain and remediate the harm caused by the cyber attack, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Any or all of these factors could further increase the costs and consequences of a cyber attack.


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JPMorgan Chase can be negatively affected if it fails to identify and address operational risks associated with the introduction of or changes to products, services and delivery platforms or the adoption of new technologies.


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When JPMorgan Chase launches a new product or service, introduces a new platform for the delivery or distribution of products or services (including mobile connectivity, electronic trading and cloud computing), acquires or invests in a business, makes changes to an existing product, service


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or delivery platform, or adopts a new technology, it may not fully appreciate or identify new operational risks that may arise from those changes, including increased reliance on third party providers, or may fail to implement adequate controls to mitigate the risks associated with those changes. Any significant failure in this regard could diminish JPMorgan Chase’s ability to operate one or more of its businesses or result in: •potential liability to clients, counterparties and customers •higher compliance and operational cost •higher litigation costs, including regulatory fines, penalties and other sanctions •damage to JPMorgan Chase’s reputation •impairment of JPMorgan Chase’s liquidity •regulatory intervention, or •weaker competitive standing.


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Any of the foregoing consequences could materially and adversely affect JPMorgan Chase’s businesses and results of operations.


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JPMorgan Chase’s business and operations rely on its ability, and the ability of key external parties, to maintain appropriately-staffed workforces, and on the competence, trustworthiness, health and safety of employees.


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JPMorgan Chase’s ability to operate its businesses efficiently and profitably, to offer products and services that meet the expectations of its clients and customers, and to maintain an effective risk management framework is highly dependent on its ability to staff its operations appropriately and on the competence, trustworthiness, health and safety of its employees. JPMorgan Chase's businesses and operations similarly rely on the workforces of third parties, including employees of vendors, custodians and financial markets infrastructures, and of businesses that it may seek to acquire. JPMorgan Chase’s businesses could be materially and adversely affected by: •the ineffective implementation of business decisions •any failure to institute controls that appropriately address risks associated with business activities, or to appropriately train employees with respect to those risks and controls •staffing shortages, particularly in tight labor markets •the possibility that significant portions of JPMorgan Chase’s workforce are unable to work effectively, including because of illness, quarantines, shelter-in-place arrangements, government actions or other restrictions in connection with health emergencies, the spread of infectious diseases, epidemics or pandemics, or due to extraordinary events beyond JPMorgan Chase’s control such as natural disasters or an outbreak or escalation of hostilities •a significant operational breakdown or failure, theft, fraud or other unlawful conduct, or •other negative outcomes caused by human error or misconduct by an employee of JPMorgan Chase or of another party on which JPMorgan Chase’s businesses or operations rely.


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JPMorgan Chase’s operations could also be impaired if the measures taken by it or by governmental authorities to protect the health and safety of its employees are ineffective, or if any external party on which JPMorgan Chase relies fails to take appropriate and effective actions to protect the health and safety of its employees.


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JPMorgan Chase faces substantial legal and operational risks in the processing and safeguarding of personal information.


JPM Part I

JPMorgan Chase’s businesses and operations are subject to complex and evolving laws, rules and regulations, both within and outside the U.S., governing the privacy and protection of personal information of individuals. Governmental authorities around the world have adopted and are considering the adoption of numerous legislative and regulatory initiatives concerning privacy, data protection and security. Litigation or enforcement actions relating to these laws, rules and regulations could result in


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fines or orders requiring that JPMorgan Chase change its data-related practices, which could have an adverse effect on JPMorgan Chase’s ability to provide products and otherwise harm its business operations.


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Implementing processes relating to JPMorgan Chase’s collection, use, sharing and storage of personal information to comply with all applicable laws, rules and regulations in all relevant jurisdictions, including where the laws of different jurisdictions are in conflict, can: •increase JPMorgan Chase’s compliance and operating costs •hinder the development of new products or services, curtail the offering of existing products or services, or affect how products and services are offered to clients and customers •demand significant oversight by JPMorgan Chase’s management, and •require JPMorgan Chase to structure its businesses, operations and systems in less efficient ways.


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Not all of JPMorgan Chase’s clients, customers, vendors, counterparties and other external parties may have appropriate controls in place to protect the confidentiality, integrity or availability of the information exchanged between them and JPMorgan Chase, particularly where information is transmitted by electronic means. JPMorgan Chase could be exposed to litigation or regulatory fines, penalties or other sanctions if personal information of clients, customers, employees or others were to be mishandled or misused, such as situations where such information is: •erroneously provided to parties who are not permitted to have the information, or •intercepted or otherwise compromised by unauthorized third parties.


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Concerns regarding the effectiveness of JPMorgan Chase’s measures to safeguard personal information, or the perception that those measures are inadequate, could cause JPMorgan Chase to lose existing or potential clients and customers or employees, and thereby reduce JPMorgan Chase’s revenues. Furthermore, any failure or perceived failure by JPMorgan Chase to comply with applicable privacy or data protection laws, rules and regulations, or any failure to appropriately calibrate, manage and monitor access by employees or third parties to personal information, could subject JPMorgan Chase to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices, significant liabilities or regulatory fines, penalties or other sanctions. Any of these could damage JPMorgan Chase’s reputation and otherwise adversely affect its businesses.


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In recent years, well-publicized incidents involving the inappropriate collection, use, sharing or storage of personal information have led to expanded governmental scrutiny of practices relating to the processing or safeguarding of personal information by companies in the U.S. and other countries. That scrutiny has in some cases resulted in, and could in the future lead to, the adoption of stricter laws, rules and regulations relating to the collection, use, sharing and storage of personal information. These types of laws, rules and regulations can prohibit or significantly restrict financial services firms such as JPMorgan Chase from transferring information across national borders or sharing information among affiliates or with third parties such as vendors, thereby increase compliance costs and operational risk, or restrict JPMorgan Chase’s use of personal information when developing or offering products or services to customers. Some countries are considering or have adopted legislation implementing data protection requirements or requiring local storage and processing of data which could increase the cost and complexity of JPMorgan Chase’s delivery of products and services. These restrictions could also inhibit JPMorgan Chase’s development or marketing of certain products or services, or increase the costs of offering them to customers.


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JPMorgan Chase’s operations, results and reputation could be harmed by occurrences of extraordinary events beyond its control.


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JPMorgan Chase’s business and operational systems could be seriously disrupted, and its reputation could be harmed, by events or contributing factors that are wholly or partially beyond its control, including material instances of: •cyber attacks •security breaches of its physical premises, including threats to health and safety •power, telecommunications or internet outages, or shutdowns of mass transit •failure of, or loss of access to, technology or operational systems, including any resulting loss of critical data •damage to or loss of property or assets of JPMorgan Chase or third parties, and any consequent injuries, including in connection with any construction projects undertaken by JPMorgan Chase •effects of climate change •natural disasters or severe weather conditions •accidents such as explosions or structural failures •health emergencies, the spread of infectious diseases, epidemics or pandemics, or •events arising from local or larger-scale civil or political unrest, any outbreak or escalation of hostilities, or terrorist acts.


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JPMorgan Chase maintains a Firmwide resiliency program that is designed to enable it to prepare for, adapt to, withstand and recover from business disruptions that may impact critical business functions and supporting assets, including staff, technology, third party service providers and facilities, in the event of a business disruption, including due to the occurrence of an extraordinary event beyond its control. There can be no assurance that JPMorgan Chase’s resiliency plans will fully mitigate all potential business resiliency risks to JPMorgan Chase, its clients, and customers and third parties with which it does business, or that its resiliency plans will be adequate to address the effects of simultaneous occurrences of multiple business disruption events. In addition, JPMorgan Chase’s ability to respond effectively to a business disruption event could be hampered to the extent that the members of its workforce, physical assets or systems and other support infrastructure needed to address the event are geographically dispersed, or conversely, if such an event were to occur in an area in which they are concentrated. Further, should extraordinary events or the factors that cause or contribute to those events become more chronic, the disruptive effects of those events on JPMorgan Chase’s business and operations, and on its clients, customers, counterparties and employees, could become more significant and long-lasting.


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Any significant failure or disruption of JPMorgan Chase’s operations or operational systems, or the occurrence of one or more extraordinary events that are beyond its control, could: •hinder JPMorgan Chase’s ability to provide services to its clients and customers or to transact with its counterparties •require it to expend significant resources to correct the failure or disruption or to address the event •cause it to incur losses or liabilities, including from loss of revenue, damage to or loss of property, or injuries


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•disrupt market infrastructure systems on which JPMorgan Chase’s businesses rely •expose it to litigation or regulatory fines, penalties or other sanctions, and •harm its reputation.


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The occurrence of one or more extraordinary events could also negatively impact the financial condition or creditworthiness of JPMorgan Chase’s clients and customers, and could lead to an increase in delinquencies, additions to the allowance for credit losses and higher net charge-offs, which can reduce JPMorgan Chase’s earnings.


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JPMorgan Chase’s acquisition of certain assets and liabilities of First Republic Bank may not result in all of the benefits anticipated.


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On May 1, 2023, JPMorgan Chase Bank, N.A. acquired certain assets and assumed certain liabilities of First Republic Bank from the FDIC (the “First Republic acquisition”). Actual results associated with the First Republic acquisition may differ from the anticipated positive results, including with respect to: •the settlement of the final purchase price •the total cost of integration •the time required to complete the integration •the overall performance of the assets and liabilities acquired in the First Republic acquisition, or •an improved price for JPMorgan Chase’s common stock.


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Integration of an acquired business can be complex and costly, and involves the combination of relevant accounting and data processing systems and management controls, as well as managing relevant relationships with employees, clients, suppliers and other business partners. The integration process could result in the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect JPMorgan Chase’s ability to maintain relationships with clients and customers. In addition, the loss of key employees in connection with the First Republic acquisition could adversely affect JPMorgan Chase’s ability to successfully conduct its business.


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JPMorgan Chase could also incur unanticipated costs or losses in connection with the First Republic acquisition, including if JPMorgan Chase fails to comply with the conditions of the shared-loss agreements with the FDIC related to certain loans and lending-related commitments, which could diminish the coverage of the credit losses these agreements are designed to provide.


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Enhanced regulatory and other standards for the oversight of vendors and other service providers can result in higher costs and other potential exposures.


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JPMorgan Chase must comply with enhanced regulatory and other standards associated with doing business with vendors and other service providers, including standards


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relating to the outsourcing of functions as well as the performance of significant banking and other functions by subsidiaries. JPMorgan Chase incurs significant costs and expenses in connection with its initiatives to address the risks associated with oversight of its internal and external service providers. JPMorgan Chase’s failure to appropriately assess and manage these relationships, especially those involving significant banking functions, shared services or other critical activities, could materially adversely affect JPMorgan Chase. Specifically, any such failure could result in: •potential harm to clients and customers, and any liability associated with that harm •regulatory fines, penalties or other sanctions •lower revenues, and the opportunity cost from lost revenues •increased operational costs, or •harm to JPMorgan Chase’s reputation.


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JPMorgan Chase’s risk management framework and control environment may not be effective in identifying and mitigating every risk to JPMorgan Chase.


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Any inadequacy or lapse in JPMorgan Chase’s risk management framework, governance structure, practices, models or reporting systems, or in its control environment could expose it to unexpected losses, and its financial condition or results of operations could be materially and adversely affected. Any such inadequacy or lapse could: •hinder the timely escalation of material risk issues to JPMorgan Chase’s senior management and Board of Directors •lead to business decisions that have negative outcomes for JPMorgan Chase •require significant resources and time to remediate •lead to non-compliance with laws, rules and regulations •attract heightened regulatory scrutiny •expose JPMorgan Chase to litigation, regulatory investigations or regulatory fines, penalties or other sanctions •lead to potential harm to customers and clients, and any liability associated with that harm •harm its reputation, or •otherwise diminish confidence in JPMorgan Chase.


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JPMorgan Chase relies on data to assess its various risk exposures. Any deficiencies in the accuracy, timeliness or completeness of data, or the effectiveness of JPMorgan Chase’s data gathering, analysis and validation processes could result in ineffective risk management practices. These deficiencies could also result in inaccurate or untimely risk reporting.


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Many of JPMorgan Chase’s risk management strategies and techniques consider historical market behavior and to some degree are based on management’s subjective judgment or assumptions. For example, many models used by JPMorgan Chase are based on assumptions regarding historical correlations among prices of various asset classes or other market indicators. In times of market stress, including difficult or less liquid market environments, or in the event of other unforeseen circumstances, previously uncorrelated indicators may become correlated. Conversely, previously-correlated indicators may become uncorrelated at those times. Sudden market movements and unanticipated market or economic movements could, in some circumstances, limit the effectiveness of JPMorgan Chase’s risk management strategies, causing it to incur losses.


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JPMorgan Chase could recognize unexpected losses, its capital levels could be reduced and it could face greater regulatory scrutiny if its models, estimations or judgments, including those used in its financial statements, are inadequate or incorrect.


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JPMorgan Chase has developed and uses a variety of models and other analytical and judgment-based estimations to measure, monitor and implement controls over its market, credit, capital, liquidity, operational and other risks. JPMorgan Chase also uses internal models and estimations as a basis for its stress testing and in connection with the preparation of its financial statements under U.S. generally accepted accounting principles (“U.S. GAAP”).


JPM Part I

These models and estimations are based on a variety of assumptions and historical trends, and are periodically reviewed and modified as necessary. The models and estimations that JPMorgan Chase uses, including those that use machine learning, artificial intelligence or quantum computing, may not be effective in all cases to identify, observe and mitigate risk due to a variety of factors, such as: •reliance on historical trends that may not persist in the future, including assumptions underlying the models and estimations such as correlations among certain market indicators or asset prices •inherent limitations associated with forecasting uncertain economic and financial outcomes •historical trend information may be incomplete, or may not be indicative of severely negative market conditions such as extreme volatility, dislocation or lack of liquidity •sudden illiquidity in markets or declines in prices of certain loans and securities may make it more difficult to value certain financial instruments •technology that is introduced to run models or estimations may not perform as expected, or may not be well understood by the personnel using the technology •models and estimations may contain erroneous data, valuations, formulas or algorithms, and •review processes may fail to detect flaws in models and estimations.


JPM Part I

JPMorgan Chase may experience unexpected losses if models, estimates or judgments used or applied in connection with its risk management activities or the preparation of its financial statements are inadequate or incorrect. For example, where quoted market prices are not available for certain financial instruments that require a determination of their fair value, JPMorgan Chase may make fair value determinations based on internally developed models or other means which ultimately rely to some degree on management estimates and judgment. In addition, JPMorgan Chase may experience increased uncertainty in its estimates if assets acquired differ from those used to develop those models, which may lead to unexpected losses.


JPM Part I

Similarly, JPMorgan Chase establishes an allowance for expected credit losses related to its credit exposures which requires significant judgments, including forecasts of how macroeconomic conditions might impair the ability of JPMorgan Chase’s clients and customers to repay their loans or other obligations. These types of estimates and judgments may not prove to be accurate due to a variety of factors, including when the current and forecasted environments are significantly different from the historical environments upon which the models were developed. The increased uncertainty may necessitate a greater degree of judgment and analytics to inform any adjustments that JPMorgan Chase may make to model outputs than would otherwise be the case.


JPM Part I

Some of the models and other analytical and judgment-based estimations used by JPMorgan Chase in managing risks are subject to review by, and require the approval of, JPMorgan Chase’s regulators. These reviews are required before JPMorgan Chase may use those models and estimations for calculating market risk RWA, credit risk RWA and operational risk RWA under Basel III. If JPMorgan Chase’s models or estimations are not approved by its regulators, it may be subject to higher capital charges, which could adversely affect its financial results or limit the ability to expand its businesses.


JPM Part I

Lapses in controls over disclosure or financial reporting could materially affect JPMorgan Chase’s profitability or reputation.


JPM Part I

JPMorgan Chase’s businesses and operations are subject to complex and evolving laws, rules and regulations, both within and outside the U.S., requiring continuous enhancements to various disclosures in its financial statements and regulatory reports.


JPM Part I

There can be no assurance that JPMorgan Chase’s disclosure controls and procedures will be effective in every circumstance, or that a material weakness or significant deficiency in internal control over financial reporting will not occur. Any such lapses or deficiencies could result in inaccurate financial reporting which, in turn, could: Part I •materially and adversely affect JPMorgan Chase’s business and results of operations or financial condition •restrict its ability to access the capital markets •require it to expend significant resources to correct the lapses or deficiencies •expose it to litigation or regulatory fines, penalties or other sanctions •harm its reputation, or •otherwise diminish investor confidence in JPMorgan Chase.


JPM Strategic

If JPMorgan Chase’s management fails to develop and execute effective business strategies, and to anticipate changes affecting those strategies, JPMorgan Chase’s competitive standing and results could suffer.


JPM Strategic

JPMorgan Chase’s business strategies significantly affect its competitive standing and operations. These strategies relate to: •the products and services that JPMorgan Chase offers •the geographies in which it operates •the types of clients and customers that it serves •the businesses that it acquires or in which it invests •the counterparties with which it does business, and •the methods, distribution channels and third party service providers by or through which it offers products and services.


JPM Strategic

If management makes choices about these strategies and goals that prove to be incorrect, are based on incomplete, inaccurate or fraudulent information, do not accurately assess the competitive landscape and industry trends, or fail to address changing regulatory and market environments or the expectations of clients, customers, investors, employees and other stakeholders, then the franchise values and growth prospects of JPMorgan Chase’s businesses may suffer and its earnings could decline.


JPM Strategic

JPMorgan Chase’s growth prospects also depend on management’s ability to develop and execute effective business plans to address these strategic priorities, both in the near term and over longer time horizons. Management’s effectiveness in this regard will affect JPMorgan Chase’s ability to develop and enhance its resources, control expenses and return capital to shareholders. Each of these objectives could be adversely affected by any failure on the part of management to: •devise effective business plans and strategies •offer products and services that meet changing expectations of clients and customers •allocate capital in a manner that promotes long-term stability to enable JPMorgan Chase to build and invest in


JPM market-leading businesses, even in a highly stressed environment

•allocate capital appropriately due to imprecise modeling or subjective judgments made in connection with those allocations •appropriately assess and monitor principal investments made to enhance or accelerate JPMorgan Chase's business strategies •conduct appropriate due diligence on prospective business acquisitions or investments, or effectively integrate newly-acquired businesses •appropriately address concerns of clients, customers, investors, employees and other stakeholders, including with respect to climate and other ESG matters •react quickly to changes in market conditions or market structures, or •develop and enhance the operational, technology, risk, financial and managerial resources necessary to grow and manage JPMorgan Chase’s businesses.


Furthermore, JPMorgan Chase may incur costs in connection with disposing of excess properties, premises and facilities, and those costs could be material to its results of operations.


JPMorgan Chase faces significant and increasing competition in the rapidly evolving financial services industry.


JPMorgan Chase operates in a highly competitive environment in which it must evolve and adapt to changes in financial regulation, technological advances, increased public scrutiny and changes in economic conditions. JPMorgan Chase expects that competition in the U.S. and global financial services industry will continue to be intense. Competitors include: •other banks and financial institutions •trading, advisory and investment management firms •finance companies •technology companies, and •other non-bank firms that are engaged in providing similar as well as new products and services.


JPMorgan Chase cannot provide assurance that the significant competition in the financial services industry will not materially and adversely affect its future results of operations. For example, aggressive or less disciplined lending practices by non-bank competitors could lead to a loss of market share for traditional banks, and in an economic downturn could result in instability in the financial services industry and adversely impact other market participants, including JPMorgan Chase.


New competitors in the financial services industry continue to emerge. For example, technological advances and the growth of e-commerce have made it possible for non-


depository institutions to offer products and services that traditionally were banking products. These advances have also allowed financial institutions and other companies to provide electronic and internet-based financial solutions, including electronic securities and cryptocurrency trading, lending and other extensions of credit to consumers, payments processing and online automated algorithmic-based investment advice. Furthermore, both financial institutions and their non-banking competitors face the risk that payments processing and other products and services, including deposits and other traditional banking products, could be significantly disrupted by the use of new technologies, such as cryptocurrencies and other applications using secure distributed ledgers, that may not require intermediation. New technologies have required and could require JPMorgan Chase to spend more to modify or adapt its products to attract and retain clients and customers or to match products and services offered by its competitors, including technology companies. In addition, new technologies may be used by customers, or breached or infiltrated by third parties, in unexpected ways, which can increase JPMorgan Chase’s costs for complying with laws, rules and regulations that apply to the offering of products and services through those technologies and reduce the income that JPMorgan Chase earns from providing products and services through those technologies.


Ongoing or increased competition may put pressure on the pricing for JPMorgan Chase’s products and services or may cause JPMorgan Chase to lose market share, particularly with respect to traditional banking products. This competition may be based on quality and variety of products and services offered, transaction execution, innovation, reputation and price. The failure of any of JPMorgan Chase’s businesses to meet the expectations of clients and customers, whether due to general market conditions, under-performance, a decision not to offer a particular product or service, changes in client and customer expectations or other factors, could affect JPMorgan Chase’s ability to attract or retain clients and customers. Any such impact could, in turn, reduce JPMorgan Chase’s revenues. Increased competition also may require JPMorgan Chase to make additional capital investments in its businesses, or to extend more of its capital on behalf of its clients to remain competitive.


The effects of climate change could adversely affect JPMorgan Chase’s business and operations, both directly and as a result of impacts on its clients and customers.


JPMorgan Chase operates in many regions, countries and communities around the world where its business, and the activities of its clients and customers, could be adversely affected by climate change. Climate change could manifest as a financial risk to JPMorgan Chase either through changes in the physical climate or from the process of transitioning to a low-carbon economy. Both physical risks and transition risks associated with climate change could have negative impacts on the financial condition or


creditworthiness of JPMorgan’s clients and customers, and on its exposure to those clients and customers.


Physical risks include the increased frequency or severity of acute weather events, such as floods, wildfires and tropical cyclones, and chronic shifts in the climate, such as persistent changes in precipitation levels, rising sea levels, or increases in average ambient temperature. Potential adverse impacts of climate-related physical risks include: •declines in asset values, including due to the destruction or degradation of property •reduced availability or increased cost of insurance for clients of JPMorgan Chase •interruptions to business operations, including supply chain disruption, and •population migration or unemployment in affected regions.


Transition risks arise from societal adjustment to a low-carbon economy, such as changes in public policy, adoption of new technologies or changes in consumer preferences towards low-carbon goods and services. These risks could also be influenced by changes in the physical climate. Potential adverse impacts of transition risks include: •sudden devaluation of assets, including unanticipated write-downs (“stranded assets”) •increased operational and compliance costs driven by changes in climate policy •increased energy costs driven by governmental actions and initiatives such as emission pricing and accelerated decarbonization policies •negative consequences to business models, and the need to make changes in response to those consequences, and •damage to JPMorgan Chase’s reputation, including due to any perception that its business practices are contrary to public policy or the preferences of different stakeholders.


Climate risks can also arise from inconsistencies and conflicts in the manner in which climate policy and financial regulations are implemented in the many regions where JPMorgan Chase operates, including initiatives to apply and enforce policy and regulation with extraterritorial effect. Additionally, internal models and estimations used in climate risk assessments have an increased level of uncertainty due to limited historical trend information and the absence of standardized, reliable and comprehensive greenhouse gas emissions data, which could lead to inaccurate disclosures or financial reporting.


JPM Conduct

Conduct failure by JPMorgan Chase employees can harm clients and customers, impact market integrity, damage JPMorgan Chase’s reputation and trigger litigation and regulatory action.


JPM Part I

JPMorgan Chase’s employees interact with clients, customers, counterparties and other market and industry participants, and with each other, every day. All employees are expected to demonstrate values and exhibit the behaviors that are an integral part of JPMorgan Chase’s Code of Conduct and Business Principles, including JPMorgan Chase’s commitment to “do first class business in a first class way.” JPMorgan Chase endeavors to embed conduct risk management throughout an employee’s life cycle, including recruiting, onboarding, training and development, and performance management. Conduct risk management is also an integral component of JPMorgan Chase’s promotion and compensation processes.


JPM Part I

Notwithstanding these expectations, policies and practices, certain employees have engaged in improper or illegal conduct in the past. These instances of misconduct have resulted in litigation, and resolutions of governmental investigations or enforcement actions involving consent orders, deferred prosecution agreements, non-prosecution agreements and other civil or criminal sanctions. There is no assurance that further inappropriate or unlawful actions by employees have not occurred or will not occur, lead to a violation of the terms of these resolutions (and associated consequences), or that any such actions will always be detected, deterred or prevented.


JPM Part I

JPMorgan Chase’s reputation could be harmed, and collateral consequences could result, from a failure by one or more employees to conduct themselves in accordance with JPMorgan Chase’s expectations, policies and practices, including by acting in ways that harm clients, customers, other market participants, employees or others. Some examples of this include: •improperly selling and marketing JPMorgan Chase’s products or services •engaging in insider trading, market manipulation or unauthorized trading •engaging in improper or fraudulent behavior in connection with government relief programs •facilitating a transaction where a material objective is to achieve a particular tax, accounting or financial disclosure treatment that may be subject to scrutiny by governmental or regulatory authorities, or where the proposed treatment is unclear or may not reflect the economic substance of the transaction •failing to fulfill fiduciary obligations or other duties owed to clients or customers •violating antitrust or anti-competition laws by colluding with other market participants •using electronic communications channels that have not been approved by JPMorgan Chase •engaging in discriminatory behavior or harassment with respect to clients, customers or employees, or acting contrary to JPMorgan Chase’s goal of fostering a diverse and inclusive workplace •managing or reporting risks in ways that subordinate JPMorgan Chase’s risk appetite to business performance goals or employee compensation objectives, and •misappropriating property, confidential or proprietary information, or technology assets belonging to JPMorgan Chase, its clients and customers or third parties.


JPM Part I

The consequences of any failure by one or more employees to conduct themselves in accordance with JPMorgan Chase’s expectations, policies or practices could include litigation, or regulatory or other governmental investigations or enforcement actions. Any of these proceedings or actions could result in judgments, settlements, fines, penalties or other sanctions, or lead to: •financial losses •increased operational and compliance costs •greater scrutiny by regulators and other parties •regulatory actions that require JPMorgan Chase to restructure, curtail or cease certain of its activities •the need for significant oversight by JPMorgan Chase’s management •loss of clients or customers, and •harm to JPMorgan Chase’s reputation.


JPM Part I

The foregoing risks could be heightened with respect to newly-acquired businesses if JPMorgan Chase fails to successfully integrate employees of those businesses or any of those employees do not conduct themselves in accordance with JPMorgan Chase's expectations, policies and practices.


JPM Reputation

Damage to JPMorgan Chase’s reputation could harm its businesses.


JPM Reputation

Maintaining trust in JPMorgan Chase is critical to its ability to attract and retain clients, customers, investors and employees. Damage to JPMorgan Chase’s reputation can therefore cause significant harm to JPMorgan Chase’s business and prospects, and can arise from numerous sources, including: •employee misconduct, including discriminatory behavior or harassment with respect to clients, customers or employees, or actions that are contrary to JPMorgan Chase’s goal of fostering a diverse and inclusive workplace •security breaches, including as a result of cyber attacks •failure to safeguard client, customer or employee information •failure to manage risks associated with its client relationships, or with transactions or business activities in which JPMorgan Chase or its clients engage, including transactions or activities that may be unpopular among one or more constituencies •failure to meet publicly-announced commitments to support ESG initiatives •non-compliance with laws, rules, and regulations •operational failures •litigation or regulatory fines, penalties or other sanctions •actions taken in executing regulatory and governmental requirements during a global or regional health emergency, spread of infectious disease, epidemic or pandemic •regulatory investigations or enforcement actions, or resolutions of these matters, and •failure or perceived failure to comply with laws, rules or regulations by JPMorgan Chase or its clients, customers, counterparties or other parties, including newly-acquired businesses, companies in which JPMorgan Chase has made principal investments, parties to joint ventures with JPMorgan Chase, and vendors with which JPMorgan Chase does business.


JPM Reputation

JPMorgan Chase’s reputation may be significantly damaged by adverse publicity or negative information regarding JPMorgan Chase, whether or not true, that may be published or broadcast by the media or posted on social media, non-mainstream news services or other parts of the internet, or that may be disseminated through disinformation campaigns targeted at JPMorgan Chase. This latter risk can be magnified by the speed and pervasiveness with which information is disseminated through those channels.


JPM Reputation

Social and environmental activists have been increasingly targeting JPMorgan Chase and other financial services firms with public criticism concerning their business practices, including business relationships with clients that are engaged in certain sensitive industries, such as companies: •whose products are or are perceived to be harmful to human health, or •whose activities negatively affect or are perceived to negatively affect the environment, workers’ rights or communities.


JPM Reputation

Activists have also taken actions intended to change or influence JPMorgan Chase’s business practices with respect to ESG matters, including public protests at JPMorgan Chase’s headquarters and other properties, and submitting specific ESG-related proposals for a vote by JPMorgan Chase’s shareholders.


JPM Reputation

In addition, JPMorgan Chase and other companies have been and continue to be criticized by activists, politicians and other members of the public concerning positions taken with respect to matters of public policy. These criticisms can be more widespread during election years in various jurisdictions, and could have the effect of focusing attention on a company such as JPMorgan Chase as part of a wider public debate on public policy matters.


JPM Reputation

These and other types of criticism and actions directed at JPMorgan Chase could potentially engender dissatisfaction among clients, customers, investors, employees, government officials and other stakeholders. In all of these cases, JPMorgan Chase’s reputation and its business and results of operations could be harmed by: •greater scrutiny from governmental or regulatory bodies, or further criticism from politicians and other members of the public •unfavorable coverage or commentary in the media, including through social media campaigns •certain clients and customers ceasing doing business with JPMorgan Chase, and encouraging others to do so •impairment of JPMorgan Chase’s ability to attract new clients and customers, to expand its relationships with existing clients and customers, or to hire or retain employees, or •certain investors opting to divest from investments in securities of JPMorgan Chase.


JPM Reputation

Actions by the financial services industry generally or individuals in the industry can also affect JPMorgan Chase’s reputation. For example, the reputation of the industry as a whole can be damaged by concerns that: •consumers have been treated unfairly by a financial institution, or •a financial institution has acted inappropriately with respect to the methods used to offer products to customers.


JPM Reputation

If JPMorgan Chase is perceived to have engaged in these types of behaviors, this could weaken its reputation among clients or customers, employees or other stakeholders.


JPM Reputation

Failure to effectively manage potential conflicts of interest or to satisfy fiduciary obligations can result in litigation and enforcement actions, as well as damage JPMorgan Chase’s reputation.


JPM Reputation

JPMorgan Chase’s ability to manage potential conflicts of interest is highly complex due to the broad range of its business activities which encompass a variety of transactions, obligations and interests with and among JPMorgan Chase’s clients and customers. JPMorgan Chase can become subject to litigation, enforcement actions, and heightened regulatory scrutiny, and its reputation can be damaged, by the failure or perceived failure to: •adequately address or appropriately disclose conflicts of interest, including potential conflicts of interest that may arise in connection with providing multiple products and services in, or having one or more investments related to, the same transaction •identify and address any conflict of interest that a third party with which it is does business may have with respect to a transaction involving JPMorgan Chase •deliver appropriate standards of service and quality


JPM Part I

•treat clients and customers fairly and with the appropriate standard of care •use client and customer data responsibly and in a manner that meets legal requirements and regulatory expectations •provide fiduciary products or services in accordance with the applicable legal and regulatory standards, or •handle or use confidential information of customers or clients appropriately and in compliance with applicable data protection and privacy laws, rules and regulations.


JPM Part I

A failure or perceived failure to appropriately address conflicts of interest or fiduciary obligations could result in customer dissatisfaction, litigation and regulatory fines, penalties or other sanctions, and heightened regulatory scrutiny and enforcement actions, all of which can lead to lost revenue and higher operating costs and cause serious harm to JPMorgan Chase’s reputation.


JPM Country

An outbreak or escalation of hostilities between countries or within a country or region could have a material adverse effect on the global economy and on JPMorgan Chase’s businesses within the affected region or globally.


JPM Country

Aggressive actions by hostile governments or groups, including armed conflict or intensified cyber attacks, could expand in unpredictable ways by drawing in other countries or escalating into full-scale war with potentially catastrophic consequences, particularly if one or more of the combatants possess nuclear weapons. Depending on the scope of the conflict, the hostilities could result in: •worldwide economic disruption •heightened volatility in financial markets •severe declines in asset values, accompanied by widespread sell-offs of investments •sudden increases in prices in the energy and commodity markets or for certain safe haven currencies •substantial depreciation of local currencies, potentially leading to defaults by borrowers and counterparties in the affected region •disruption of global trade, and •diminished consumer, business and investor confidence.


JPM Country

Any of the above consequences could have significant negative effects on JPMorgan Chase’s operations and earnings, both in the countries or regions directly affected by the hostilities or globally. Further, if the U.S. were to become directly involved in such a conflict, this could lead to a curtailment of any operations that JPMorgan Chase may have in the affected countries or region, as well as in any nation that is aligned against the U.S. in the hostilities. JPMorgan Chase could also experience more numerous and aggressive cyber attacks launched by or under the


JPM Country

sponsorship of one or more of the adversaries in such a conflict.


JPM Country

JPMorgan Chase’s business and operations in certain countries can be adversely affected by local economic, political, regulatory and social factors.


JPM Country

Some of the countries in which JPMorgan Chase conducts business have economies or markets that are less developed and more volatile or may have political, legal and regulatory regimes that are less established or predictable than other countries in which JPMorgan Chase operates. In addition, in some jurisdictions in which JPMorgan Chase conducts business, the local economy and business activities are subject to substantial government influence or control. Some of these countries have in the past experienced economic disruptions, including: •extreme currency fluctuations •high inflation •low or negative growth •defaults or reduced ability to service sovereign debt and •increased fraud or other misrepresentation of value.


JPM Country

The governments in these countries have sometimes reacted to these developments by imposing restrictive policies that adversely affect the local and regional business environment, such as: •price, capital or exchange controls, including imposition of punitive transfer and convertibility restrictions or forced currency exchange •expropriation or nationalization of assets or confiscation of property, including intellectual property, and •changes in laws, rules and regulations.


JPM Country

The impact of these actions could be accentuated in trading markets that are smaller, less liquid and more volatile than more-developed markets. These types of government actions can negatively affect JPMorgan Chase’s operations in the relevant country, either directly or by suppressing the business activities of local clients or multi-national clients that conduct business in the jurisdiction.


JPM Country

In addition, emerging markets countries, as well as more developed countries, have been susceptible to unfavorable social developments arising from poor economic conditions or governmental actions, including: •widespread demonstrations, civil unrest or general strikes •crime and corruption •security and personal safety issues •an outbreak or escalation of hostilities, or other geopolitical instabilities •overthrow of incumbent governments •terrorist attacks, and •other forms of internal discord.


JPM Country

These economic, political, regulatory and social developments have in the past resulted in, and in the future could lead to, conditions that can adversely affect JPMorgan Chase’s operations in those countries and impair the revenues, growth and profitability of those operations. In addition, any of these events or circumstances in one country can affect JPMorgan Chase’s operations and investments in another country or countries, including in the U.S.


JPM People

JPMorgan Chase’s ability to attract and retain qualified and diverse employees is critical to its success.


JPM People

JPMorgan Chase’s employees are its most important resource, and in many areas of the financial services industry, competition for qualified personnel is intense. JPMorgan Chase endeavors to attract talented and diverse new employees and retain, develop and motivate its existing employees. JPMorgan Chase's efforts to hire and retain talented and diverse employees could be hindered by factors such as: •the emerging need for more-skilled workers in an evolving labor and workplace environment, including due to changes in technology, and •targeted recruitment of JPMorgan Chase employees by competitors.


JPM People

If JPMorgan Chase were unable to continue to attract or retain qualified and diverse employees, including successors to the Chief Executive Officer, members of the Operating Committee and other senior leaders, JPMorgan Chase’s performance, including its competitive position, could be materially and adversely affected.


JPM People

JPMorgan Chase’s use of hybrid work models could result in deterioration in employee performance or degradation of JPMorgan Chase's control environment which may have a material and adverse effect on its business and operations. Alternatively, discontinuing hybrid work models could harm JPMorgan Chase’s ability to attract and retain employees.


JPM People

Unfavorable changes in immigration or travel policies could adversely affect JPMorgan Chase’s businesses and operations.


JPM People

JPMorgan Chase relies on the skills, knowledge and expertise of employees located throughout the world. Changes in immigration or travel policies in the U.S. and other countries that unduly restrict or otherwise make it more difficult for employees or their family members to work in, or travel to or transfer between, jurisdictions in which JPMorgan Chase has operations or conducts its business could inhibit JPMorgan Chase’s ability to attract and retain qualified employees, and thereby dilute the quality of its workforce, or could prompt JPMorgan Chase to make structural changes to its worldwide or regional operating models that cause its operations to be less efficient or more costly.


JPM Legal

JPMorgan Chase faces significant legal risks from litigation and formal and informal regulatory and government investigations.


JPM Legal

JPMorgan Chase is named as a defendant or is otherwise involved in many legal proceedings, including class actions, derivative actions and other litigation or disputes with third parties, as well as criminal proceedings. Actions currently pending against JPMorgan Chase may result in judgments, settlements, fines, penalties or other sanctions adverse to JPMorgan Chase. Any of these matters could materially and adversely affect JPMorgan Chase’s business, financial condition or results of operations, or cause serious reputational harm. As a participant in the financial services industry, it is likely that JPMorgan Chase will continue to experience a high level of litigation and regulatory and government investigations related to its businesses and operations.


JPM Legal

Regulators and other government agencies conduct examinations of JPMorgan Chase and its subsidiaries both on a routine basis and in targeted exams, and JPMorgan Chase’s businesses and operations are subject to heightened regulatory oversight. This heightened regulatory scrutiny, or the results of such an investigation or examination, may lead to additional regulatory investigations or enforcement actions. There is no assurance that those actions will not result in resolutions or other enforcement actions against JPMorgan Chase. Furthermore, a single event involving a potential violation of law or regulation may give rise to numerous and overlapping investigations and proceedings, either by multiple federal, state or local agencies and officials in the U.S. or, in some instances, regulators and other governmental officials in non-U.S. jurisdictions.


JPM Legal

If another financial institution violates a law or regulation relating to a particular business activity or practice, this will often give rise to an investigation by regulators and other governmental agencies of the same or similar activity or practice by JPMorgan Chase.


JPM Legal

These and other initiatives by U.S. and non-U.S. governmental authorities may subject JPMorgan Chase to judgments, settlements, fines, penalties or other sanctions, and may require JPMorgan Chase to restructure its operations and activities or to cease offering certain products or services. All of these potential outcomes could harm JPMorgan Chase’s reputation or lead to higher operational costs, thereby reducing JPMorgan Chase’s profitability, or result in collateral consequences. In addition, the extent of JPMorgan Chase’s exposure to legal and regulatory matters can be unpredictable and could, in some cases, exceed the amount of reserves that JPMorgan Chase has established for those matters.


JPM Unresolved Staff Comments

None.


JPM Cybersecurity

Refer to the Operational Risk Management section of Management’s discussion and analysis on pages 147–150 for a discussion of cybersecurity risk.


JPM Properties

JPMorgan Chase’s headquarters is located in New York City at 383 Madison Avenue, a 47-story office building that it owns. The demolition of the Firm's former headquarters at 270 Park Avenue in New York City was completed in 2021, and construction of a new headquarters on the same site continues.


JPM Properties

The Firm owned or leased facilities in the following locations at December 31, 2023. December 31, 2023 (in millions)##Approximate square footage United States(a)## New York City, New York## 383 Madison Avenue, New York, New York##1.1 All other New York City locations##5.9 Total New York City, New York##7.0 Other U.S. locations## Columbus/Westerville, Ohio##3.5 Chicago, Illinois##2.7 Dallas/Plano/Fort Worth, Texas##2.5 Wilmington/Newark, Delaware##2.2 Houston, Texas##1.6 Jersey City, New Jersey##1.4 Phoenix/Tempe, Arizona##1.3 All other U.S. locations##34.5 Total United States##56.7 Europe, the Middle East and Africa (“EMEA”)## 25 Bank Street, London, U.K.##1.4 All other U.K. locations##2.4 All other EMEA locations##1.5 Total EMEA##5.3 Asia-Pacific, Latin America and Canada## India##5.8 Philippines##1.7 All other locations##2.8 Total Asia-Pacific, Latin America and Canada##10.3 Total##72.3


JPM Properties

(a)At December 31, 2023, the Firm owned or leased 4,897 retail branches in 48 states and Washington D.C.


JPM Properties

The premises and facilities occupied by JPMorgan Chase are collectively used across all of the Firm’s business segments and for corporate purposes. JPMorgan Chase continues to evaluate its current and projected space requirements and may determine from time to time that certain of its properties (including the premises and facilities noted


JPM Properties

above) are no longer necessary for its operations. There is no assurance that the Firm will be able to dispose of any such excess properties, premises or facilities, or that it will not incur costs in connection with such dispositions. Such disposition costs may be material to the Firm’s results of operations in a given period. Refer to the Consolidated Results of Operations on pages 54–57 for information on occupancy expense.


JPM Legal Proceedings

Refer to Note 30 for a description of the Firm’s material legal proceedings.


JPM Mine Safety Disclosures

Not applicable.


JPM Mine Safety Disclosures

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


JPM Market for registrant’s common equity

JPMorgan Chase’s common stock is listed and traded on the New York Stock Exchange. Refer to “Five-year stock performance,” on page 47 for a comparison of the cumulative total return for JPMorgan Chase common stock with the comparable total return of the S&P 500 Index, the KBW Bank Index and the S&P Financials Index over the five-year period ended December 31, 2023.


Refer to Capital actions in the Capital Risk Management section of Management’s discussion and analysis on page 99 for information on the common dividend payout ratio. Refer to Note 21 and Note 26 for a discussion of restrictions on dividend payments. On January 31, 2024, there were 204,357 holders of record of JPMorgan Chase common stock. Refer to Part III, Item 12 on page 39 for information regarding securities authorized for issuance under the Firm’s employee share-based incentive plans.


JPM Repurchases under the common share repurchase program

Refer to Capital actions in the Capital Risk Management section of Management’s discussion and analysis on page 99 for information regarding repurchases under the Firm’s common share repurchase program.


Effective May 1, 2022, the Firm is authorized to purchase up to $30 billion under its common share repurchase program previously approved by the Board of Directors, which was announced on April 13, 2022.


Shares repurchased pursuant to the common share repurchase program during 2023 were as follows. Year ended December 31, 2023##Total number of shares of common stock repurchased####Average price paid per share of common stock(a)####Aggregate purchase price of common stock repurchases  (in millions)(a)####Dollar value of remaining authorized repurchase (in millions)(a)(b) First quarter##21,995,253##$##133.67##$##2,940##$##26,693 Second quarter##16,711,299####137.20####2,293####24,400 Third quarter##15,608,838####151.46####2,364####22,036 October##5,533,418####143.44####794####21,242 November##5,173,068####148.50####768####20,474 December##4,527,383####163.15####739####19,735 Fourth quarter##15,233,869####151.02####2,301####19,735 Full year##69,549,259##$##142.31##$##9,898##$##19,735


(a)Excludes excise tax and commissions. As part of the Inflation Reduction Act of 2022, a 1% excise tax was imposed on net share repurchases effective January 1, 2023.


(b)Represents the amount remaining under the $30 billion repurchase program.


JPM Reserved

Management’s Discussion and Analysis of Financial Condition and Results of Operations


JPM Reserved

Management’s discussion and analysis of financial condition and results of operations, entitled “Management’s discussion and analysis,” appears on pages 48–161. Such information should be read in conjunction with the Consolidated Financial Statements and Notes thereto, which appear on pages 166–309.


JPM Quantitative and Qualitative Disclosures About Market Risk

Refer to the Market Risk Management section of Management’s discussion and analysis on pages 135–143 for a discussion of quantitative and qualitative disclosures about market risk.


JPM Financial Statements and Supplementary Data

The Consolidated Financial Statements, together with the Notes thereto and the report thereon dated February 16, 2024, of PricewaterhouseCoopers LLP, the Firm’s independent registered public accounting firm (PCAOB ID 238), appear on pages 163–309.


The “Glossary of Terms and Acronyms’’ is included on pages 315-321.


Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


None.


JPM Controls and Procedures

The internal control framework promulgated by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), “Internal Control — Integrated Framework” (“COSO 2013”), provides guidance for designing, implementing and conducting internal control and assessing its effectiveness. The Firm used the COSO 2013 framework to assess the effectiveness of the Firm’s internal control over financial reporting as of December 31, 2023. Refer to “Management’s report on internal control over financial reporting” on page 162.


JPM Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Firm’s management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chairman and Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective. Refer to Exhibits 31.1 and 31.2 for the Certifications furnished by the Chairman and Chief Executive Officer and Chief Financial Officer, respectively.


JPM Controls and Procedures

The Firm is committed to maintaining high standards of internal control over financial reporting. Nevertheless, because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Deficiencies or lapses in internal controls may occur from time to time, and there can be no assurance that any such deficiencies will not result in significant deficiencies or material weaknesses in internal control in the future and collateral consequences therefrom. Refer to “Management’s report on internal control over financial reporting” on page 162 for further information.


JPM Controls and Procedures

On May 1, 2023, the Firm acquired certain assets and assumed certain liabilities of First Republic Bank from the FDIC. The Firm has included internal controls over these acquired assets and assumed liabilities in its evaluation of


JPM Controls and Procedures

the effectiveness of disclosure controls and procedures. Otherwise, there was no change in the Firm’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the three months ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Firm’s internal control over financial reporting.


JPM Director and executive officer trading arrangements

The following table provides information concerning Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) adopted in the fourth quarter of 2023 by any director or any executive officer who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934. These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c). Certain of the Firm's directors and executive officers may participate in employee stock purchase plans, 401(k) plans or dividend reinvestment plans of the Firm that have been designed to comply with Rule 10b5-1(c). No non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934) were adopted by any director or executive officer during the fourth quarter of 2023. Additionally, no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were terminated by any director or executive officer in the fourth quarter of 2023. Name##Title##Adoption date##Duration(b)##Aggregate number of shares to be sold Lori Beer##Chief Information Officer##November 13, 2023##November 13, 2023 - May 17, 2024##7,840 James Dimon(a)##Chairman and CEO##October 26, 2023##October 26, 2023 - August 23, 2024##1,000,000 Stacey Friedman##General Counsel##November 7, 2023##November 7, 2023 - May 17, 2024##6,030


(a)Transaction by trusts of which Mr. Dimon has either a direct or indirect pecuniary interest.


(b)Sales under the trading arrangement will not commence until completion of the required cooling off period under Rule 10b5-1. Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been sold.


JPM Iran threat reduction disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r)


JPM Iran threat reduction disclosure

to the Securities Exchange Act of 1934, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure may be required even where the activities, transactions or dealings were conducted in compliance with applicable law. Except as set forth below, as of the date of this report, the Firm is not aware of any other activity, transaction or dealing by any of its affiliates during the quarter ended December 31, 2023 that requires disclosure under Section 219.


JPM Iran threat reduction disclosure

A client of a fund distributor, who had invested the equivalent of approximately USD 1,400 in a fund managed by a non-US subsidiary of the Firm in September 2023, was subsequently designated by the Office of Foreign Assets Control as a Specially Designated National under 31 C.F.R. Part 544. Following the identification of this designation, the client of the fund distributor fully redeemed their investment in October 2023 for the equivalent of approximately USD 1,400. The Firm did not receive a transaction fee and calculates the management fee attributable to this investment to be less than USD 0.01. The Firm does not intend to engage in such transactions in the future.


JPM Disclosure regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.


JPM Executive officers of the registrant

##Age## Name##(at December 31, 2023)##Positions and offices James Dimon##67##Chairman of the Board since December 2006 and Chief Executive Officer since December 2005. Ashley Bacon##54##Chief Risk Officer since June 2013. Jeremy Barnum##51##Chief Financial Officer since May 2021, prior to which he was Head of Global Research for the Corporate & Investment Bank since February 2021. He previously served as Chief Financial Officer of the Corporate & Investment Bank from July 2013 until February 2021. Lori A. Beer##56##Chief Information Officer since September 2017. Mary Callahan Erdoes##56##Chief Executive Officer of Asset & Wealth Management since September 2009. Stacey Friedman##55##General Counsel since January 2016. Marianne Lake(a)##54##Co-Chief Executive Officer of Consumer & Community Banking since May 2021, prior to which she had been Chief Executive Officer of Consumer Lending since May 2019. She was Chief Financial Officer from January 2013 until May 2019. Robin Leopold##59##Head of Human Resources since January 2018. Douglas B. Petno##58##Chief Executive Officer of Commercial Banking since January 2012. Jennifer A. Piepszak(a)##53##Co-Chief Executive Officer of Consumer & Community Banking since May 2021, prior to which she had been Chief Financial Officer since May 2019. She previously served as Chief Executive Officer for Card Services from February 2017 until May 2019. Daniel E. Pinto(a)##61##President and Chief Operating Officer since January 2022 and Chief Executive Officer of the Corporate & Investment Bank since March 2014, having previously served as Co-President and Co-Chief Operating Officer since January 2018. Peter L. Scher##62##Vice Chairman since March 2021. He previously served as Chairman of the Mid-Atlantic Region from February 2015 until December 2022 and Head of Corporate Responsibility from April 2011 until September 2021.


Unless otherwise noted, during the five fiscal years ended December 31, 2023, all of JPMorgan Chase’s above-named executive officers have continuously held senior-level positions with JPMorgan Chase. There are no family relationships among the foregoing executive officers. Information to be provided in Items 10, 11, 12, 13 and 14 of this 2023 Form 10-K and not otherwise included herein is incorporated by reference to the Firm’s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders to be held on May 21, 2024, which will be filed with the SEC within 120 days of the end of the Firm’s fiscal year ended December 31, 2023.


(a)On January 25, 2024, the Firm announced new responsibilities for certain executives: Ms. Piepszak, along with Troy Rohrbaugh, the Firm’s Co-Head of Markets and Securities Services, became Co-Chief Executive Officers of the expanded Commercial & Investment Bank; Mr. Pinto continues as the Firm’s President and Chief Operating Officer but is no longer Chief Executive Officer of the former Corporate & Investment Bank; and Ms. Lake became the sole Chief Executive Officer of Consumer & Community Banking. Refer to Recent events on page 52 for further information.


JPM Executive Compensation

Refer to Item 10.


JPM Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


JPM Executive Compensation

Refer to Item 10 for security ownership of certain beneficial owners and management.


JPM Executive Compensation

The following table sets forth the total number of shares available for issuance under JPMorgan Chase’s employee share-based incentive plans (including shares available for issuance to non-employee directors). The Firm is not authorized to grant share-based incentive awards to non-employees, other than to non-employee directors. December 31, 2023##Number of shares to be issued upon exercise of outstanding options/stock appreciation rights######Weighted-average exercise price of outstanding options/stock appreciation rights####Number of shares remaining available for future issuance under stock incentive plans## Plan category############## Employee share-based incentive plans approved by shareholders##2,250,000##(a)##$##152.19##53,807,804####(b) Total##2,250,000####$##152.19##53,807,804####


JPM Executive Compensation

(a)Does not include restricted stock units or performance stock units granted under the shareholder-approved Long-Term Incentive Plan (“LTIP”), as amended and restated effective May 18, 2021. Refer to Note 9 for further information.


JPM Executive Compensation

(b)Represents shares available for future issuance under the shareholder-approved LTIP.


JPM Executive Compensation

All shares available for future issuance will be issued under the shareholder-approved LTIP. Refer to Note 9 for further discussion.


JPM Certain Relationships and Related Transactions, and Director Independence

Refer to Item 10.


JPM Principal Accounting Fees and Services

Refer to Item 10.