Obligation JPMorgan Chase & Co 3.25% ( US46625HJE18 ) en USD

JPMorgan Chase & Co

100 % ▼

Etas-Unis

US46625HJE18 ( en USD )

3.25% par an ( paiement semestriel )

22/09/2022 - Obligation échue

Prospectus brochure de l'obligation JPMorgan Chase & Co US46625HJE18 en USD 3.25%, échue

2 000 USD

3 000 000 000 USD

46625HJE1

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46625HJE18, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/09/2022

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46625HJE18, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46625HJE18, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d404562d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-169900
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price(1) Registration Fee(1)
3.25% Notes due 2022
$3,000,000,000
$343,800

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

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Prospectus Supplement
(To Prospectus dated October 13, 2010)

$3,000,000,000
3.25% Notes due 2022
Interest payable March 23 and September 23
Issue price: 99.392%

The notes wil mature on September 23, 2022. Interest on the notes wil accrue from September 24, 2012. We cannot
redeem the notes prior to their maturity. There is no sinking fund for the notes.

The notes are unsecured and wil have the same rank as our other unsecured and unsubordinated debt 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
99.392%

0.450%

98.942%

Total
$2,981,760,000

$13,500,000

$2,968,260,000

The notes wil 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 September 24, 2012.

Our affiliates, including J.P. Morgan Securities LLC, 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 wil be made at prices related to market prices at the time of sale.

J.P. Morgan

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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.
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Where You Can Find More Information About JPMorgan Chase
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Use of Proceeds
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Consolidated Ratio of Earnings To Fixed Charges
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Description of the Notes
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Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons
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Certain ERISA Matters
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Underwriting
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Conflicts of Interest
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Independent Registered Public Accounting Firm
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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

8

Use of Proceeds

10
Description of Debt Securities

11
Description of Preferred Stock

20
Description of Common Stock

25
Description of Securities Warrants

26
Description of Currency Warrants

26
Description of Units

28
Book-Entry Issuance

29
Plan of Distribution (Conflicts of Interest)

32
Experts

33
Legal Opinions

33

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JPMORGAN CHASE & CO.

JPMorgan Chase & Co., which we refer to as "JPMorgan Chase," "we" or "us," is a leading global financial services firm and one of
the largest banking institutions in the United States, with operations worldwide. JPMorgan Chase had $2.3 trillion in assets and
$191.6 billion in total stockholders' equity as of June 30, 2012. JPMorgan Chase is a leader in investment banking, financial services
for consumers and small businesses, commercial banking, financial transaction processing, asset management and private equity.
Under the J.P. Morgan and Chase brands, JPMorgan Chase serves millions of customers in the U.S. and many of the world's most
prominent corporate, institutional and government clients.

JPMorgan Chase is a financial holding company and was incorporated under Delaware law on October 28, 1968. JPMorgan Chase's
principal bank subsidiaries are JPMorgan Chase Bank, National Association, a national bank with branches in 23 states, and Chase
Bank USA, National Association, a national bank that is JPMorgan Chase's credit card issuing bank. JPMorgan Chase's principal
nonbank subsidiary is J.P. Morgan Securities LLC, our U.S. investment banking firm. One of JPMorgan Chase's principal operating
subsidiaries in the United Kingdom is J.P. Morgan Securities plc, a subsidiary of JPMorgan Chase Bank, N.A.

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.

WHERE YOU CAN FIND MORE INFORMATION
ABOUT JPMORGAN CHASE

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
(the "SEC"). Our SEC filings are available to the public on the website maintained by the SEC at http://www.sec.gov. Our filings can
also be inspected and printed or copied, for a fee, at the SEC's public reference room, 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on their public reference room. Such documents, reports and
information are also available on our website: http://www.jpmorgan.com. Information on our website does not constitute part of this
prospectus supplement or the accompanying prospectus.

The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information in
documents we file with it, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, and
later information that we file with the SEC will automatically update and supersede this information.

We incorporate by reference (i) the documents listed below and (ii) any future filings we make with the SEC after the date of this
prospectus supplement under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed, other than, in each case, those documents or the portions of those documents which are furnished and not filed:

(a) Our Annual Report on Form 10-K for the year ended December 31, 2011;

(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as amended by our Quarterly Report on Form
10-Q/A for the quarter ended March 31, 2012, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012; and

(c) Our Current Reports on Form 8-K filed on January 13, 2012 (two filings), January 23, 2012, February 9, 2012, March 1,
2012, March 14, 2012, March 27, 2012, March 29, 2012, April 4, 2012, April 13, 2012 (two filings), May 15, 2012, May 18,
2012, June 12, 2012, June 13, 2012, July 13, 2012 (three filings), July 27, 2012, August 20, 2012, August 27, 2012 and
September 19, 2012.

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You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Office of the Secretary
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
212-270-4040

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the notes offered by this prospectus supplement for general corporate
purposes. General corporate purposes may include the repayment of debt, investments in or extensions of credit to our subsidiaries,
redemption of our securities or the financing of possible acquisitions or business expansion. We may invest the net proceeds
temporarily or apply them to repay debt until we are ready to use them for their stated purpose.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges are as follows:

Six Months

Ended

Year Ended December 31,

June 30, 2012 2011 2010 2009 2008 2007
Earnings to Fixed Charges:

Excluding Interest on Deposits

3.92
3.60 3.51 2.47 1.17 1.95
Including Interest on Deposits

3.24
2.89 2.87 2.02 1.10 1.50

For purposes of computing the above ratios, earnings represent net income from continuing operations plus total taxes based on
income and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits), one-third
(the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. Fixed
charges, including interest on deposits, include all interest expense, one-third (the proportion deemed representative of the interest
factor) of rents, net of income from subleases, and capitalized interest.

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DESCRIPTION OF THE NOTES

The following description of the particular terms of our 3.25% Notes due 2022, which we refer to as the notes, 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. The notes will be initially limited to $3,000,000,000 aggregate principal amount and will mature on September
23, 2022. The notes are a series of senior debt securities referred to in the attached prospectus. We have the right to issue additional
notes of such 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 or have a different initial interest payment date 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.

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.

The notes will bear interest at the annual rate of 3.25%. Interest on the notes will accrue from September 24, 2012. We will pay
interest on the notes semi-annually in arrears on March 23 and September 23 of each year, beginning March 23, 2013. We refer to
these dates as "interest payment dates." Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Interest will be paid to the persons in whose names the notes are registered at the close of business on the second business day
preceding each interest payment date.

In the event that any interest payment date for the notes or the stated maturity of the notes falls on a day that is not a business day, the
payment due on that date will be paid on the next day that is a business day, with the same force and effect as if made on that payment
date and without any interest or other payment with respect to the delay. For purposes of this prospectus supplement, a "business day"
is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including
dealings in foreign exchange and foreign currency deposits) in New York and London.

We cannot redeem the notes prior to their maturity. No sinking fund is provided for the notes.

The notes and the senior indenture are governed by the laws of the State of New York.

The notes will be issued in denominations of $2,000 and larger 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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CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX
CONSEQUENCES TO NON-UNITED STATES PERSONS

The following is a summary of certain United States federal income and estate tax consequences as of the date of this prospectus
supplement regarding the purchase, ownership and disposition of the notes. Except where noted, this summary deals only with notes
that are held as capital assets by a non-United States holder who purchases the notes upon original issuance at their initial offering
price.

A "non-United States holder" means a person (other than a partnership) that is not any of the following for United States federal
income tax purposes:

· an individual citizen or resident of the United States;

· a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any
state thereof or the District of Columbia;

· an estate the income of which is subject to United States federal income taxation regardless of its source; or

· a trust (1) if a court within the United States is able to exercise primary supervision over its administration and one or
more United States persons, as defined in Section 7701(a) (30) of the Internal Revenue Code, have the authority to control
all of its substantial decisions, or (2) that has a valid election in effect under applicable United States Treasury regulations
to be treated as a United States person.

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of
the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisors.

This summary is based upon provisions of the Internal Revenue Code, and regulations, rulings and judicial decisions as of the date
hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal tax consequences different
from those summarized below. This summary does not represent a detailed description of the United States federal tax consequences
to you in light of your particular circumstances. In addition, it does not represent a detailed description of the United States federal tax
consequences applicable to you if you are subject to special treatment under the United States federal tax laws (including if you are a
United States expatriate, partnership or other pass-through entity, "controlled foreign corporation" or "passive foreign investment
company"). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this
summary.

If you are considering the purchase of notes, you should consult your own tax advisors concerning the particular United States
federal tax consequences to you of the ownership of the notes, as well as the consequences to you arising under the laws of
any other taxing jurisdiction.

United States Federal Withholding Tax

The 30% United States federal withholding tax will not apply to any payment of interest on the notes under the "portfolio interest
rule," provided that:

· interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States;

· you do not actually or constructively own 10% or more of the total combined voting power of all classes of our voting
stock within the meaning of the Internal Revenue Code and United States Treasury regulations;

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· you are not a controlled foreign corporation that is related to us through stock ownership;

· you are not a bank whose receipt of interest on the notes is described in Section 881(c) (3) (A) of the Internal Revenue
Code; and

· either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form), and certify, under
penalties of perjury, that you are not a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code
or (b) you hold the notes through certain foreign intermediaries and satisfy the certification requirements of applicable
United States Treasury regulations.

Special certification rules apply to certain non-United States holders that are pass-through entities rather than corporations or
individuals.

If you cannot satisfy the requirements described above, payments of interest made to you will be subject to the 30% United States
federal withholding tax, unless you provide us with a properly executed:

· IRS Form W-8BEN (or other applicable form) claiming an exemption from, or reduction in, withholding under the benefit
of an applicable tax treaty; or

· IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to withholding tax
because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under
"--United States Federal Income Tax").

The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize on the
sale, exchange, retirement or other disposition of the notes.

United States Federal Income Tax

If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that
trade or business and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment, then
you will be subject to United States federal income tax on that interest on a net income basis (although you will be exempt from the
30% United States federal withholding tax, provided certain certification and disclosure requirements discussed above under
"--United States Federal Withholding Tax" are satisfied), in the same manner as if you were a United States person, as defined in
Section 7701(a) (30) of the Internal Revenue Code. In addition, if you are a foreign corporation, you may be subject to a branch
profits tax equal to 30% (or lower applicable treaty rate) of such interest, subject to adjustments.

Any gain realized on the disposition of a note generally will not be subject to United States federal income tax unless:

· the gain is effectively connected with your conduct of a trade or business in the United States and, if required by an
applicable income tax treaty, is attributable to a United States permanent establishment; or

· you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and
certain other conditions are met.

United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of your death,
provided that any payment to you on the notes would be eligible for exemption from the 30%

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United States federal withholding tax under the "portfolio interest rule" described above under "--United States Federal Withholding
Tax" without regard to the statement requirement in the fifth bullet point of that section.

Information Reporting and Backup Withholding

Information reporting will generally apply to payments of interest and the amount of tax, if any, withheld with respect to such
payments to you. Copies of the information returns reporting such interest payments and any withholding may also be made available
to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

In general, no backup withholding will be required regarding payments that we make to you provided that we do not have actual
knowledge or reason to know that you are a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code,
and we have received from you the statement described above in the fifth bullet point under "--United States Federal Withholding
Tax."

Information reporting and, depending on the circumstances, backup withholding will be required regarding the proceeds of the sale of
a note made within the United States or conducted through certain United States related financial intermediaries, unless the payor
receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as
defined in Section 7701(a) (30) of the Internal Revenue Code, or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal
income tax liability provided the required information is furnished to the Internal Revenue Service.

Additional Withholding Requirements
Under recently enacted legislation and administrative guidance, the relevant withholding agent may be required to withhold 30% on
interest income paid after December 31, 2013 and the gross proceeds from a disposition of notes paid after December 31, 2014 to (i)
a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose its United States account
holders and meets certain other specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the payment
unless such entity certifies that it does not have any substantial United States owners or provides the name, address and taxpayer
identification number of each substantial United States owner and such entity meets certain other specified requirements. The
legislation contains a grandfathering provision that exempts from withholding any payment on, or gross proceeds from a disposition
of, an obligation that is outstanding on March 18, 2012, and proposed United States Treasury regulations would extend this
grandfathering provision to obligations that are outstanding on January 1, 2013. These proposed regulations are not effective until
finalized, however, and unless and until they are so finalized, taxpayers are not entitled to rely on them. Investors are encouraged to
consult their own tax advisors regarding this legislation and whether it may be relevant to their purchase, ownership and disposition
of the notes.

CERTAIN ERISA MATTERS

The notes may, subject to certain legal restrictions, be held by (i) an "employee benefit plan" (as defined in Section 3(3) of the
Employee Retirement Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a "plan" that is subject to
Section 4975 of the Internal Revenue Code, (iii) a plan, account or other arrangement that is subject to provisions under federal, state,
local, non-U.S. or other laws or regulations that are similar to any such provisions of Title I of ERISA or Section 4975 of the Internal
Revenue Code ("Similar Laws") and (iv) an entity whose underlying assets are considered to include "plan assets" of any such plan,
account or arrangement (each of the foregoing described in clauses (i), (ii), (iii) and (iv) being referred to as a

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"Plan"). A fiduciary of any Plan must determine that the purchase, holding and disposition of an interest in the notes is consistent with
its fiduciary duties and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Internal Revenue Code, or a violation under any applicable Similar Laws. By acceptance of a note, each purchaser and
subsequent transferee of a note or any interest therein will be deemed to have represented and warranted that either (i) no portion of
the assets used by such purchaser or transferee to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition and
holding of the notes by such holder or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Internal Revenue Code or similar violation under any applicable Similar Laws.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited
transactions, it is particularly important that fiduciaries, or other persons considering acquiring the notes on behalf of, or with the
assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Internal Revenue
Code and any Similar Laws to such investment, and whether an exemption therefrom would be applicable to the acquisition and
holding of the notes.

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