Bond JPMorgan Chase & Co 6.4% ( US46625HHF01 ) in USD

JPMorgan Chase & Co

118.15 % ▲

United States

US46625HHF01 ( in USD )

6.4% per year ( payment 2 times a year)

14/05/2038

Prospectus brochure of the bond JPMorgan Chase & Co US46625HHF01 en USD 6.4%, maturity 14/05/2038

1 000 USD

2 500 000 000 USD

46625HHF0

A- ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/11/2024 ( In 14 days )

The Bond issued by JPMorgan Chase & Co ( United States ) , in USD, with the ISIN code US46625HHF01, pays a coupon of 6.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/05/2038

The Bond issued by JPMorgan Chase & Co ( United States ) , in USD, with the ISIN code US46625HHF01, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by JPMorgan Chase & Co ( United States ) , in USD, with the ISIN code US46625HHF01, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-146731

CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Amount to be
Offering Price
Maximum Aggregate
Registration
Securities to be Registered

Registered

Per Unit
Offering Price

Fee(1)
6.400% Notes due 2038

$2,500,000,000
100% $
2,500,000,000
$ 98,250
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

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Prospectus Supplement
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Prospectus Supplement
(To Prospectus dated October 16, 2007)

JPMorgan Chase & Co.
$2,500,000,000 6.400% Notes due 2038
Interest payable May 15 and November 15
Issue price: 98.846%
The notes will mature on May 15, 2038. Interest on the notes will accrue from May 22, 2008. We
cannot redeem the notes prior to their maturity. There is no sinking fund for the notes.
The notes are unsecured and will have the same rank as our other unsecured and unsubordinated
obligations.
The notes are not deposits or other obligations of a bank and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of the notes or determined that this prospectus supplement or the attached prospectus
is accurate or complete. Any representation to the contrary is a criminal offense.

Underwriting

Price to Public
Discounts
Proceeds to Us
Per Note

98.846%

0.875%

97.971%
Total

$2,471,150,000
$21,875,000
$2,449,275,000
The notes will not be listed on any securities exchange. Currently, there is no public trading market for
the notes.
We expect to deliver the notes to investors through the book-entry delivery system of The Depository
Trust Company and its direct participants, including Euroclear and Clearstream, on or about May 22,
2008.
Our affiliates, including J.P. Morgan Securities Inc., may use this prospectus supplement and the
attached prospectus in connection with offers and sales of the notes in the secondary market. These
affiliates may act as principal or agent in those transactions. Secondary market sales will be made at
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prices related to market prices at the time of sale.
JPMorgan

Bear, Stearns & Co. Inc.

BNY Mellon Capital Markets, Inc.

Blaylock Robert Van, LLC

Cabrera Capital Markets, LLC
May 16, 2008
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In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus supplement and the attached prospectus. We have not authorized anyone to
provide you with any other information. If you receive any information not authorized by us, you should
not rely on it.
We are offering to sell the notes only in places where sales are permitted.
You should not assume that the information contained or incorporated by reference in this prospectus
supplement or the attached prospectus is accurate as of any date other than its respective date.

TABLE OF CONTENTS

Page

Prospectus Supplement

JPMorgan Chase & Co.

S-3
Description of the Notes

S-5
Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons

S-6
Underwriting

S-9
Experts
S-11
Legal Opinions
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Page

Prospectus

Summary

2
Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements

6
Where You Can Find More Information About JPMorgan Chase

7
Important Factors That May Affect Future Results

9
Use of Proceeds

10
Description of Debt Securities

11
Description of Preferred Stock

20
Description of Common Stock

25
Description of Securities Warrants

25
Description of Currency Warrants

26
Book-Entry Issuance

28
Plan of Distribution

31
Experts

32
Legal Opinions

32

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Table of Contents
JPMORGAN CHASE & CO.
JPMorgan Chase, a financial holding company incorporated under the laws of the State of Delaware in 1968, is a
leading global financial services firm and one of the largest banking institutions in the United States, with
approximately $1.6 trillion in assets, $125.6 billion in stockholders' equity as of March 31, 2008, and operations
worldwide.
The bank and non-bank subsidiaries of JPMorgan Chase operate in the United States as well as through overseas
branches and subsidiaries, representative offices and affiliated banks. JPMorgan Chase depends on the dividends,
distributions and other payments from its subsidiaries to funds its operations.
The headquarters for JPMorgan Chase is in New York City. The retail banking business, which includes the
consumer banking, small business banking and consumer lending activities (with the exception of the credit card
business), is headquartered in Chicago. Chicago also serves as the headquarters for the commercial banking
business.
JPMorgan Chase's activities are organized, for management reporting purposes, into six business segments and a
Corporate/Private Equity segment. A description of these segments and the products and services they provide to
their respective client bases, follows.
Investment Bank
JPMorgan is one of the world's leading investment banks, with deep client relationships and broad product
capabilities. The Investment Bank's clients are corporations, financial institutions, governments and institutional
investors. The Firm offers a full range of investment banking products and services in all major capital markets,
including advising on corporate strategy and structure, capital raising in equity and debt markets, sophisticated
risk management, market-making in cash securities and derivative instruments and research. The Investment
Bank ("IB") also commits the Firm's own capital to proprietary investing and trading activities.
Retail Financial Services
Retail Financial Services ("RFS"), which includes the Regional Banking, Mortgage Banking and Auto Finance
reporting segments, serves consumers and businesses through bank branches, ATMs, online banking and
telephone banking. Customers can use more than 3,100 bank branches, 9,200 ATMs and 300 mortgage offices.
More than 13,900 branch salespeople assist customers with checking and savings accounts, mortgages, home
equity and business loans and investments across the 17-state footprint from New York to Arizona. Consumers
also can obtain loans through more than 14,300 auto dealerships and 5,200 schools and universities nationwide.
Card Services
With more than 156 million cards in circulation and more than $150 billion in managed loans, Card Services
("CS") is one of the nation's largest credit card issuers. Customers used Chase cards to meet more than $85
billion worth of their spending needs in the three months ended March 31, 2008.
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With hundreds of partnerships, Chase has a market leadership position in building loyalty programs with many of
the world's most respected brands.
Chase Paymentech Solutions, LLC, a joint venture between JPMorgan Chase and First Data Corporation, is a
processor of MasterCard and Visa payments, which handled more than 5 billion transactions in the three months
ended March 31, 2008.

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Commercial Banking
Commercial Banking ("CB") serves more than 30,000 clients nationally, including corporations, municipalities,
financial institutions and not-for-profit entities with annual revenue generally ranging from $10 million to $2
billion. CB delivers extensive industry knowledge, local expertise and a dedicated service model. In partnership
with the Firm's other businesses, it provides comprehensive solutions including lending, treasury services,
investment banking and asset management to meet its clients' domestic and international financial needs.
Treasury & Securities Services
Treasury & Securities Services ("TSS") is a global leader in transaction, investment and information services.
TSS is one of the world's largest cash management providers and a leading global custodian. Treasury Services
("TS") provides cash management, trade, wholesale card and liquidity products and services to small and mid-
sized companies, multinational corporations, financial institutions and government entities. TS partners with the
Commercial Banking, Retail Financial Services and Asset Management businesses to serve clients firmwide. As
a result, certain TS revenue is included in other segments' results. Worldwide Securities Services ("WSS") holds,
values, clears and services securities, cash and alternative investments for investors and broker-dealers, and
manages depositary receipt programs globally.
Asset Management
With assets under supervision of $1.6 trillion, Asset Management ("AM") is a global leader in investment and
wealth management. AM clients include institutions, retail investors and high-net-worth individuals in every
major market throughout the world. AM offers global investment management in equities, fixed income, real
estate, hedge funds, private equity and liquidity, including both money market instruments and bank deposits.
AM also provides trust and estate and banking services to high-net-worth clients, and retirement services for
corporations and individuals. The majority of AM's client assets are in actively managed portfolios.
Corporate/Private Equity
The Corporate/Private Equity Sector is comprised of Private Equity, Treasury, corporate staff units and expenses
that are centrally managed.
The principal executive office of JPMorgan Chase is located at 270 Park Avenue, New York New York 10017-
2070, U.S.A. and its telephone number is (212) 270-6000.
Recent Developments
On March 16, 2008, we announced that we had entered into a merger agreement with The Bear Stearns
Companies Inc. ("Bear Stearns"). On March 24, 2008, we entered into, among other things, an amendment to the
Merger Agreement. Also on March 24, 2008, in connection with the Merger Agreement, we entered into a share
exchange agreement with Bear Stearns, pursuant to which we subsequently acquired, on April 8, 2008, 95 million
shares of Bear Stearns common stock. We strongly encourage you to learn more about our proposed merger with
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Bear Stearns by reviewing our filings with the SEC. Please see "Where You Can Find More Information About
JPMorgan Chase" on page 7 of the attached prospectus for information about how to access those filings.

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DESCRIPTION OF THE NOTES
The following description of the particular terms of our 6.400% Notes due May 15, 2038 supplements the
description of the general terms of the debt securities set forth under the headings "Description of Debt Securities
--General" and "Description of Debt Securities--Senior Debt Securities" in the attached prospectus. Capitalized
terms used but not defined in this prospectus supplement have the meanings assigned in the attached prospectus
or the senior indenture referred to in the attached prospectus.
The notes offered by this prospectus supplement will be issued under the senior indenture between us and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company). The notes are a series of
senior debt securities referred to in the attached prospectus. The notes will mature on May 15, 2038. We may
issue additional notes of this series in the future. Any such additional notes will have the same terms as the notes
being offered by this prospectus supplement but may be offered at a different offering price than the notes being
offered by this prospectus supplement. If issued, these additional notes will become part of the same series as the
notes being offered by this prospectus supplement.
The notes will bear interest at the annual rate of 6.400%. Interest on the notes accrues from May 22, 2008. We
will pay interest on the notes semi-annually in arrears on May 15 and November 15 of each year, beginning
November 15, 2008. Interest will be paid to the persons in whose names the notes are registered at the close of
business on the preceding May 1 and November 1 of each year.
We will make all principal and interest payments on the notes in immediately available funds. All sales of the
notes, including secondary market sales, will settle in immediately available funds.
We cannot redeem the notes prior to their maturity. No sinking fund is provided for the notes.
The notes will be issued in denominations of $1,000 and integral multiples of $1,000. The notes will be
represented by one or more permanent global notes registered in the name of DTC or its nominee, as described
under "Book-Entry Issuance" in the attached prospectus.
Investors may elect to hold interests in the notes outside the United States through Clearstream Banking, Société
Anonyme ("Clearstream") or Euroclear Bank S.A./N.V., as operator of Euroclear System ("Euroclear"), if they
are participants in those systems, or indirectly through organizations that are participants in those systems.
Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities
accounts in Clearstream's and Euroclear's names on the books of their respective depositaries. Those depositaries
will in turn hold those interests in customers' securities accounts in the depositaries' names on the books of DTC.

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Document Outline

sec.gov
- #1">Prospectus Supplement