Business Combinations

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Business combinations

On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank (the "First Republic acquisition") from the Federal Deposit Insurance Corporation (“FDIC”), as receiver. The Firm believes that the First Republic acquisition is complementary to the Firm's existing franchises. The acquisition resulted in an estimated bargain purchase gain, which represents the excess of the estimated fair value of the net assets acquired above the purchase price.

The Firm has determined that this acquisition constitutes a business combination under U.S. GAAP. Accordingly, the initial recognition of the assets acquired and liabilities assumed were generally measured at their estimated fair values as of May 1, 2023. The determination of those fair values required management to make certain market-based assumptions about expected future cash flows, discount rates and other valuation inputs at the time of the acquisition. The Firm believes that the fair value estimates of the assets acquired and liabilities assumed provide a reasonable basis for determining the estimated bargain purchase gain.

The First Republic acquisition resulted in a preliminary estimated bargain purchase gain of $2.7 billion. Adjustments to the purchase price and the estimated bargain purchase gain may take place up to one year from the acquisition date, as permitted by U.S. GAAP. The Firm is working to conclude the final settlement process with the FDIC. Resolution of certain matters relating to the final settlement will occur after May 1, 2024. The current estimated bargain purchase gain of $2.8 billion reflects measurement period adjustments made to the fair value of the net assets acquired, from the acquisition date through March 31, 2024, including a reduction of $16 million for the three months ended March 31, 2024.

Refer to Note 34 of JPMorgan Chase’s 2023 Form 10-K for further information on the First Republic acquisition.

The computation of the purchase price, the estimated fair values of the assets acquired and liabilities assumed as part of the First Republic acquisition and the related estimated bargain purchase gain are presented below, and reflects adjustments made through March 31, 2024 to the acquisition-date fair value of the net assets acquired.


	Fair value purchase price allocation as of May 1, 2023
(in millions)
Purchase price consideration
Amounts paid/due to the FDIC, net of cash acquired(a)	$	13,566
Purchase Money Note (at fair value)(b)	48,848
Settlement of First Republic deposit and other related party transactions(c)	5,447
Contingent consideration - Shared-loss agreements	15
Purchase price consideration	$	67,876

Assets
Securities	$	30,285
Loans	153,242
Core deposit and customer relationship intangibles	1,455
Indemnification assets - Shared-loss agreements	675
Accounts receivable and other assets(d)	6,595
Total assets acquired	$	192,252

Liabilities
Deposits	$	87,572
FHLB advances	27,919
Lending-related commitments	2,614
Accounts payable and other liabilities(d)	2,793
Deferred tax liabilities	719
Total liabilities assumed	$	121,617

Fair value of net assets acquired	$	70,635
Estimated gain on acquisition, after income taxes	$	2,759

(a)Includes $10.6 billion of cash paid to the FDIC at acquisition and $3.6 billion payable to the FDIC, less cash acquired of $680 million.

(b)As part of the consideration paid, JPMorgan Chase issued a five-year, $50 billion secured note to the FDIC (the "Purchase Money Note").

(c)Includes $447 million of securities financing transactions with First Republic Bank that were effectively settled on the acquisition date.

(d)Other assets include $1.2 billion in tax-oriented investments and $683 million of lease right-of-use assets. Other liabilities include the related tax-oriented investment liabilities of $669 million and lease liabilities of $748 million. Refer to Note 14 and Note 18 of JPMorgan Chase's 2023 Form 10-K for additional information.

Refer to JPMorgan Chase’s 2023 Form 10-K for a discussion of the Firm’s accounting policies and valuation methodologies for securities, loans, core deposits and customer relationship intangibles, shared-loss agreements and the related indemnification assets, deposits, Purchase Money Note, FHLB advances and lending-related commitments.

Loans

The following table presents the unpaid principal balance ("UPB") and estimated fair values of the loans acquired as of May 1, 2023, and reflects adjustments made through March 31, 2024 to the acquisition-date fair value of the loans acquired.



	May 1, 2023
(in millions)	UPB		Fair value
Residential real estate	$	106,240	$	92,053
Auto and other	3,093		2,030
Total consumer	109,333		94,083
Secured by real estate	37,117		33,602
Commercial & industrial	4,332		3,932
Other	23,499		21,625
Total wholesale	64,948		59,159
Total loans	$	174,281	$	153,242

Unaudited pro forma condensed combined financial information

Included in the Firm's Consolidated statements of income are noninterest revenue, net interest income and net income contributed by First Republic of $315 million, $1.3 billion and $668 million, respectively, for the three months ended March 31, 2024.

The following table presents certain unaudited pro forma financial information for the three months ended March 31, 2023 as if the First Republic acquisition had occurred on January 1, 2022, including recognition of the estimated bargain purchase gain of $2.8 billion and the provision for credit losses of $1.2 billion. Additional adjustments include the interest on the Purchase Money Note and the impact of amortizing and accreting certain estimated fair value adjustments related to intangible assets, loans and lending-related commitments.

The Firm expects to achieve operating cost savings and other business synergies resulting from the acquisition that are not reflected in the pro forma amounts. The pro forma information is not necessarily indicative of the historical results of operations had the acquisition occurred on January 1, 2022, nor is it indicative of the results of operations in future periods.


	For the three months ended March 31, 2023
(in millions)
Noninterest revenue	$	17,899
Net interest income	21,909
Net income	13,168