Obligation JPMorgan Chase & Co 3.875% ( US46625HJT86 ) en USD

JPMorgan Chase & Co

100 % ▲

Etas-Unis

US46625HJT86 ( en USD )

3.875% par an ( paiement semestriel )

31/01/2024 - Obligation échue

Prospectus brochure de l'obligation JPMorgan Chase & Co US46625HJT86 en USD 3.875%, échue

2 000 USD

1 500 000 000 USD

46625HJT8

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46625HJT86, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2024

L'Obligation émise par JPMorgan Chase & Co ( Etas-Unis ) , en USD, avec le code ISIN US46625HJT86, 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 US46625HJT86, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
424B2 1 d558161d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-191692

CALCULATION OF REGISTRATION FEE

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

Offering Price(1)

Registration Fec(1)
1.250% Notes due 2017

$ 500,000,000

$ 64,400
2.350% Notes due 2019

$1,500,000,000

$193,200
3.875% Notes due 2024

$1,500,000,000

$193,200
4.850% Notes due 2044

$1,000,000,000

$128,800
Floating Rate Notes due 2019

$ 750,000,000

$ 96,600

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
1 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents

Prospectus Supplement
(To Prospectus dated October 11, 2013)

$500,000,000
1.250% Notes due 2017
Interest payable February 1 and August 1
Issue price: 99.873%
$750,000,000
Floating Rate Notes due 2019
Interest payable January 28, April 28, July 28 and October 28
Issue price: 100.00%
$1,500,000,000
2.350% Notes due 2019
Interest payable January 28 and July 28
Issue price: 99.953%
$1,500,000,000
3.875% Notes due 2024
Interest payable February 1 and August 1
Issue price: 99.442%
$1,000,000,000
4.850% Notes due 2044
Interest payable February 1 and August 1
Issue price: 99.827%
The 1.250% notes due 2017 wil mature on February 1, 2017, and we refer to them as the 2017 notes. The floating rate
notes due 2019 wil mature on January 28, 2019 and wil bear interest at a floating annual rate equal to three-month
LIBOR plus 0.63%, and we refer to them as the floating rate notes. The 2.350% notes due 2019 wil mature on January
28, 2019, and we refer to them as the 2019 notes. The 3.875% notes due 2024 wil mature on February 1, 2024, and
we refer to them as the 2024 notes. The 4.850% notes due 2044 wil mature on February 1, 2044, and we refer to them
as the 2044 notes. We refer to the 2017 notes, floating rate notes, 2019 notes, 2024 notes and 2044 notes col ectively
as the notes. Interest on the notes wil accrue from January 28, 2014. 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 2017 Note
99.873%

0.150%

99.723%

Per Floating Rate Note
100.00%

0.350%

99.650%

Per 2019 Note
99.953%

0.350%

99.603%

Per 2024 Note
99.442%

0.450%

98.992%

Per 2044 Note
99.827%

0.875%

98.952%

Total
$5,238,560,000

$24,125,000

$5,214,435,000
The notes wil not be listed on any securities exchange. Currently, there is no public trading market for the notes.
2 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
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 January 28, 2014.
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
January 21, 2014
3 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents
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

Where You Can Find More Information About JPMorgan Chase
S-3

Use of Proceeds
S-4

Consolidated Ratio of Earnings to Fixed Charges
S-4

Description of the Notes
S-5

Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons
S-8

Certain ERISA Matters
S-10
Underwriting
S-11
Conflicts of Interest
S-13
Independent Registered Public Accounting Firm
S-14
Legal Opinions
S-14

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 Depositary Shares

28
Description of Common Stock

29
Description of Securities Warrants

30
Description of Currency Warrants

30
Description of Units

32
Book-Entry Issuance

33
Plan of Distribution (Conflicts of Interest)

37
Independent Registered Public Accounting Firm

38
Legal Opinions

38

S-2
4 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents
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 $2.4 trillion in assets and
$211.2 billion in total stockholders' equity as of December 31, 2013. 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 at http://investor.shareholder.com/jpmorganchase. 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, 2012;

(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013; and

(c) Our Current Reports on Form 8-K filed on January 9, 2013, January 15, 2013, January 16, 2013 (three filings), January 25,
2013, February 5, 2013, February 28, 2013, March 8, 2013, March 15, 2013, April 9,

S-3
5 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents
2013, April 12, 2013 (two filings), April 23, 2013, April 29, 2013, May 1, 2013, May 2, 2013, May 15, 2013, May 23, 2013,
June 4, 2013, June 10, 2013, July 12, 2013 (two filings), July 19, 2013, July 29, 2013 (two filings), August 1, 2013, August 21,
2013, September 10, 2013, September 19, 2013 (two filings), September 20, 2013, October 11, 2013 (three filings), October
16, 2013, October 23, 2013, October 25, 2013, November 18, 2013, November 20, 2013, January 3, 2014, January 7, 2014 and
January 14, 2014 (two filings).

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:

Year Ended December 31

2013 2012 2011 2010 2009
Earnings to Fixed Charges:

Excluding Interest on Deposits
4.24 4.21 3.60 3.51 2.47
Including Interest on Deposits
3.59 3.48 2.89 2.87 2.02

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.

S-4
6 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents
DESCRIPTION OF THE NOTES

The following description of the particular terms of our 1.250% notes due 2017, floating rate notes due 2019, 2.350% notes due
2019, 3.875% notes due 2024 and 4.850% notes due 2044, which we refer to collectively 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 2017 notes will be initially limited to $500,000,000 aggregate principal amount and will mature on
February 1, 2017. The floating rate notes will be initially limited to $750,000,000 aggregate principal amount and will mature on
January 28, 2019. The 2019 notes will be initially limited to $1,500,000,000 aggregate principal amount and will mature on January
28, 2019. The 2024 notes will be initially limited to $1,500,000,000 aggregate principal amount and will mature on February 1,
2024. The 2044 notes will be initially limited to $1,000,000,000 aggregate principal amount and will mature on February 1, 2044.
The notes are each a series of senior debt securities referred to in the attached prospectus. We have the right to issue additional notes
of any such series in the future. Any such additional notes will have the same terms as the notes of that series 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 of
that series being offered by this prospectus supplement. If issued, these additional notes will become part of the same series as the
applicable 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.

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 2017 notes, 2019 notes, 2024 notes or 2044 notes or the stated maturity of such 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.

The amount payable at maturity will be 100% of the principal amount of each respective series of notes, plus accrued interest to, but
excluding, the maturity date of that series of notes. 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 $2,000 and larger integral multiples of $1,000. The notes of each series 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.

S-5
7 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents
Interest on the 2017 notes
The 2017 notes will bear interest at an annual rate of 1.250%. Interest on the 2017 notes will accrue from January 28, 2014. We will
pay interest on the 2017 notes semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2014. Interest
for the 2017 notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Interest on the floating rate notes
The floating rate notes will bear interest at a floating annual rate equal to the three-month London Interbank offered rate
("Three-Month LIBOR"), determined as described below, plus 63 basis points (0.63%). Interest on the floating rate notes will accrue
from January 28, 2014. We will pay interest on the floating rate notes in arrears on January 28, April 28, July 28 and October 28 of
each year, beginning April 28, 2014.

For the purposes of calculating interest due on the floating rate notes:

Y "Three-Month LIBOR" means, with respect to any interest period, the rate (expressed as an annual rate) for deposits in
U.S. dollars for a three-month period commencing on the first day of that interest period that appears on the Reuters Screen
LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR determination date for that interest period. If such rate does
not appear on the Reuters Screen LIBOR01 Page, Three-Month LIBOR will be determined on the basis of the rates at which
deposits in U.S. dollars for a three-month period commencing on the first day of that interest period and in a principal
amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the
London interbank market selected by the calculation agent (after consultation with us), at approximately 11:00 a.m., London
time on the LIBOR determination date for that interest period. The calculation agent will request the principal London office
of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR
with respect to that interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple
of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that
interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the
rates quoted by three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New
York City time, on the first day of that interest period for loans in U.S. dollars to leading European banks for a three-month
period commencing on the first day of that interest period and in a principal amount of not less than $1,000,000. However, if
fewer than three banks selected by the calculation agent to provide quotations are quoting as described above, Three-Month
LIBOR for that interest period will be the same as Three-Month LIBOR as determined for the previous interest period or, in
the case of the first interest period, at an annual rate of 0.23660%. The establishment of Three-Month LIBOR for each
interest period by the calculation agent shall (in the absence of manifest error) be final and binding.

We refer to the period beginning from and including January 28, 2014 and ending on but excluding the first interest payment date and
each successive period beginning on and including an interest payment date and ending on but excluding the next interest payment date
as an "interest period." The amount of interest for each day the floating rate notes are outstanding (the "Daily Interest Amount") will
be calculated by dividing the interest rate in effect for that day by 360 and multiplying the result by the outstanding principal amount
of the floating rate notes. The amount of interest to be paid on the floating rate notes for each interest period will be calculated by
adding the Daily Interest Amounts for each day in the interest period. In the event that any interest payment date and interest reset date
for the floating rate notes would otherwise fall on a day that is not a business day (as defined above), that interest payment date and
interest reset date will be postponed to the next day that is a

S-6
8 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents
business day and interest will accrue to but excluding the date interest is paid. However, if the postponement would cause the day to
fall in the next calendar month, the interest payment date and interest reset date will instead be brought forward to the immediately
preceding business day.

For the purposes of the floating rate notes:

Y "Calculation agent" means The Bank of New York Mellon, or any other firm appointed by us, acting as calculation agent.

Y "LIBOR determination date" means the second London business day immediately preceding the first day of the relevant
interest period.

Y "London business day" means any day on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.

Y "Reuters Screen LIBOR01 Page" means the display designated on the Reuters Screen LIBOR01 Page (or such other page
as may replace the Reuters Screen LIBOR01 Page on the service or such other service as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered rates for U.S. Dollar deposits).

The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by applicable law.

The Bank of New York Mellon, as calculation agent, will, upon the request of the holder of any floating rate note, provide the interest
rate then in effect. All calculations of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and
binding on us and holders of the floating rate notes.

Interest on the 2019 notes
The 2019 notes will bear interest at an annual rate of 2.350%. Interest on the 2019 notes will accrue from January 28, 2014. We will
pay interest on the 2019 notes semi-annually in arrears on January 28 and July 28 of each year, beginning July 28, 2014. Interest for
the 2019 notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Interest on the 2024 notes
The 2024 notes will bear interest at an annual rate of 3.875%. Interest on the 2024 notes will accrue from January 28, 2014. We will
pay interest on the 2024 notes semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2014. Interest
for the 2024 notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Interest on the 2044 notes
The 2044 notes will bear interest at an annual rate of 4.850%. Interest on the 2044 notes will accrue from January 28, 2014. We will
pay interest on the 2044 notes semi-annually in arrears on February 1 and August 1 of each year, beginning August 1, 2014. Interest
for the 2044 notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

S-7
9 of 56
1/23/2014 2:07 PM

424B2
http://www.sec.gov/Archives/edgar/data/19617/000119312514018434/d...
Table of Contents
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 of 1986, as amended (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;

S-8
10 of 56
1/23/2014 2:07 PM