Bond JPMorgan Chase 4.625% ( US48128BAD38 ) in USD

Issuer JPMorgan Chase
Market price refresh price now   101.187 %  ▲ 
Country  United States
ISIN code  US48128BAD38 ( in USD )
Interest rate 4.625% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond JP Morgan US48128BAD38 en USD 4.625%, maturity Perpetual


Minimal amount 1 000 USD
Total amount 1 257 500 000 USD
Cusip 48128BAD3
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Next Coupon 01/11/2025 ( In 61 days )
Detailed description JPMorgan Chase & Co. is a leading global financial services firm offering investment banking, asset and wealth management, and consumer and community banking services.

The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48128BAD38, pays a coupon of 4.625% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48128BAD38, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Prospectus Supplement
(To Prospectus dated April 15, 2016)
1,257,500 DEPOSITARY SHARES
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES CC
We are offering 1,257,500 depositary shares, each representing a one-tenth interest in a share of our perpetual
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CC, $1 par value, with a liquidation preference of $10,000
per share (equivalent to $1,000 per depositary share) (the "Preferred Stock"). Each depositary share entitles the holder,
through the depositary, to a proportional fractional interest in all rights, powers and preferences of the Preferred Stock
represented by the depositary share.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized
committee of our board, from the date of issuance to, but excluding, November 1, 2022 at a rate of 4.625% per annum,
payable semi-annually in arrears, on May 1 and November 1 of each year, beginning on May 1, 2018. From and including
November 1, 2022, we will pay dividends when, as, and if declared by our board or such committee at a floating rate equal to
three-month LIBOR plus a spread of 2.58% per annum, payable quarterly in arrears, on February 1, May 1, August 1 and
November 1 of each year, beginning on February 1, 2023. Dividends on the Preferred Stock will not be cumulative. Upon the
payment of any dividends on the Preferred Stock, holders of depositary shares will receive a related proportionate payment.
We may redeem the Preferred Stock on any dividend payment date on or after November 1, 2022, in whole or from time to
time in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared
and unpaid dividends, without accumulation of any undeclared dividends. We may also redeem the Preferred Stock upon
certain events involving capital treatment as described in this prospectus supplement, subject to prior regulatory approval. If
we redeem any Preferred Stock, the depositary will redeem the related depositary shares.
See "Risk Factors" beginning on page S-6 for a discussion of certain risks that you
should consider in connection with an investment in the depositary shares.
Neither the Preferred Stock nor the depositary shares are deposits or other obligations of a bank or are 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
depositary shares or Preferred Stock or determined that this prospectus supplement or the attached prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
Per
Depositary
Share
Total
Public Offering Price(1)
$1,000.00
$1,257,500,000
Underwriting Commissions
$
10.00
$
12,575,000
Proceeds (before expenses)(1)
$ 990.00
$1,244,925,000
(1) Plus accrued dividends, if any, from October 20, 2017 to the date of delivery.
We do not intend to list the depositary shares or the Preferred Stock on any securities exchange. Currently, there is no public
trading market for the depositary shares or the Preferred Stock.
We expect to deliver the depositary shares to investors through the book-entry delivery system of The Depository Trust
Company and its direct participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or about
October 20, 2017.
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 depositary shares in the secondary market. These affiliates may act as principal or
agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale.
J.P. Morgan
October 13, 2017


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 and any relevant free writing
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 depositary shares 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 or any relevant free writing prospectus is accurate as of any date
other than its respective date.
TABLE OF CONTENTS
Page
Prospectus Supplement
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
JPMorgan Chase & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
Where You Can Find More Information About JPMorgan Chase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Use of Proceeds
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividend
Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Description of the Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Description of the Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Registration and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-23
Certain United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-24
Certain ERISA Considerations
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Underwriting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-33
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Description of Securities Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Description of Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Description of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
S-2


SUMMARY
The following information about the depositary shares and the Preferred Stock summarizes, and should be read
in conjunction with, the information contained in this prospectus supplement and in the attached prospectus.
Securities Offered
We are offering 1,257,500 depositary shares, each of which represents a one-tenth interest in a share of our
Preferred Stock, with each share of Preferred Stock having a liquidation preference of $10,000 per share (equivalent
to $1,000 per depositary share). Each depositary share entitles the holder to a proportional fractional interest in the
Preferred Stock represented by that depositary share, including dividend, liquidation, redemption and voting rights.
Dividends
Holders of the Preferred Stock will be entitled to receive, when, as, and if declared by our board of directors or
any duly authorized committee of our board of directors, out of assets legally available for payment, non-
cumulative cash dividends based on the liquidation preference of $10,000 per share of the Preferred Stock
(equivalent to $1,000 per depositary share).
If declared by our board of directors or any duly authorized committee of our board of directors, we will pay
dividends on the Preferred Stock (i) during the period from the issue date of the Preferred Stock to, but
excluding, November 1, 2022 (the "Fixed Rate Period"), semi-annually in arrears, on May 1 and November 1 of
each year, beginning on May 1, 2018, and (ii) during the period from November 1, 2022 through the redemption
date of the Preferred Stock, if any (the "Floating Rate Period"), quarterly in arrears, on February 1, May 1,
August 1 and November 1 of each year, beginning on February 1, 2023 (each such day on which dividends are
payable, a "dividend payment date"). We refer to the period from and including any dividend payment date to but
excluding the next dividend payment date as a "dividend period," provided that the initial dividend period will be
the period from and including the original issue date of the Preferred Stock to but excluding the next dividend
payment date.
Dividends on the Preferred Stock will accrue from the original issue date at a rate equal to (i) 4.625% per annum
for each semi-annual dividend period during the Fixed Rate Period and (ii) three-month LIBOR plus a spread of
2.58% per annum for each quarterly dividend period during the Floating Rate Period. Upon the payment of any
dividends on the Preferred Stock, holders of depositary shares will receive a related proportionate payment.
Dividends on shares of the Preferred Stock will be non-cumulative. To the extent that any dividends on shares of
the Preferred Stock with respect to any dividend period are not declared and paid, in full or otherwise, on the
dividend payment date for such dividend period, then such unpaid dividends will not cumulate and will cease to
accrue and be payable, and we will have no obligation to pay, and the holders of shares of the Preferred Stock
will have no right to receive, accrued and unpaid dividends for such dividend period on or after the dividend
payment date for such dividend period, whether or not dividends are declared for any subsequent dividend period
with respect to the Preferred Stock or for any future dividend period with respect to any other series of our
preferred stock or our common stock. In such a case, no dividends will be paid on the depositary shares.
We will not declare or pay or set aside for payment full dividends on any of our preferred stock ranking as to
dividends on a parity with or junior to the Preferred Stock for any period unless full dividends on the shares of
the Preferred Stock for the most recently completed dividend period have been or contemporaneously are
declared and paid (or have been declared and a sum sufficient for the payment thereof has been set aside for such
payment). When dividends are not paid in full on the Preferred Stock and any other series of preferred stock
S-3


ranking on a parity as to dividends with the Preferred Stock, all dividends declared and paid upon the shares of
the Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Preferred
Stock will be declared and paid pro rata.
So long as any shares of the Preferred Stock are outstanding, unless full dividends on all outstanding shares of
the Preferred Stock have been declared and paid or a sum sufficient for the payment thereof set aside for such
payment in respect of the most recently completed dividend period:
· no dividend (other than a dividend in common stock or in any other capital stock ranking junior to the
Preferred Stock as to dividends and upon liquidation, dissolution or winding-up) will be declared or paid
or a sum sufficient for the payment thereof set aside for such payment or other distribution declared or
made upon our common stock or upon any other capital stock ranking junior to the Preferred Stock as to
dividends or upon liquidation, dissolution or winding-up, and
· no common stock or other capital stock ranking junior to or on a parity with the Preferred Stock as to
dividends or upon liquidation, dissolution or winding-up will be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such capital stock) by us,
subject to certain limited exceptions described under "Description of the Preferred Stock--Dividends".
Rights upon Liquidation
In the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of the Preferred Stock
will be entitled to receive and to be paid out of our assets legally available for distribution to our stockholders the
amount of $10,000 per share (equivalent to $1,000 per depositary share), plus an amount equal to any declared
and unpaid dividends, without accumulation of undeclared dividends, before we make any payment or
distribution on our common stock or on any other capital stock ranking junior to the Preferred Stock upon our
liquidation, dissolution or winding-up. After the payment to the holders of the shares of the Preferred Stock of
the full preferential amounts to which they are entitled, the holders of the Preferred Stock as such will have no
right or claim to any of our remaining assets. If, upon our voluntary or involuntary liquidation, dissolution or
winding-up, we fail to pay in full the amounts payable with respect to the Preferred Stock and any other shares of
our capital stock ranking as to any such distribution of our assets on a parity with the Preferred Stock, the holders
of the Preferred Stock and of such other shares will share ratably in any such distribution of our assets in
proportion to the full respective distributions to which they are entitled. Neither the sale of all or substantially all
of our property or business, nor our merger or consolidation into or with any other entity or the merger or
consolidation of any other entity into or with us, will be deemed to be a liquidation, dissolution or winding-up,
voluntary or involuntary, of us.
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem, out of assets legally available
therefor, the Preferred Stock on any dividend payment date on or after November 1, 2022, in whole, or from time
to time in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus
any declared and unpaid dividends, without accumulation of undeclared dividends. In addition, at any time
within 90 days after a "capital treatment event," as described herein, we may provide notice of our intent to
redeem the Preferred Stock and may subsequently redeem, out of assets legally available therefor, the Preferred
Stock, in whole but not in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per
depositary share), plus any declared and unpaid dividends, without accumulation of undeclared dividends.
S-4


Redemption of the Preferred Stock is subject to our receipt of any required prior approvals from the Board of
Governors of the Federal Reserve System, or the "Federal Reserve Board," or any other regulatory authority. Our
redemption of the Preferred Stock will cause the redemption of the corresponding depositary shares. Neither the
holders of the Preferred Stock nor the holders of the related depositary shares will have the right to require redemption.
See "Description of the Depositary Shares" and "Description of the Preferred Stock" for further information
about redemptions or repurchases of the depositary shares or shares of the Preferred Stock.
Voting Rights
The holders of the Preferred Stock and of the depositary shares will not have voting rights, except as specifically
required by applicable law and except as provided below under "Description of the Preferred Stock--Voting
Rights." For more information about voting rights, see "Description of the Preferred Stock--Voting Rights" and
"Description of the Depositary Shares--Voting the Preferred Stock" in this prospectus supplement.
Ranking
The Preferred Stock will rank, as to payment of dividends and distribution of assets upon our liquidation,
dissolution or winding-up, on a parity with any series of preferred stock ranking on a parity with the Preferred
Stock, including our outstanding series of preferred stock described in this prospectus supplement under
"Description of the Preferred Stock--Other Preferred Stock," and senior to our common stock and to any series
of preferred stock ranking junior to the Preferred Stock.
Preemptive and Conversion Rights
The Preferred Stock is not subject to any preemptive rights and is not convertible into property or shares of any
other class or series of our capital stock. The holders of the depositary shares do not have any preemptive or
conversion rights.
Depositary, Transfer Agent, and Registrar
Computershare Inc will serve as depositary, transfer agent and registrar for the Preferred Stock and the
depositary shares.
Calculation Agent
We will appoint a calculation agent for the Preferred Stock prior to the commencement of the Floating Rate
Period. We may appoint ourselves or an affiliate of ours as calculation agent.
Risk Factors
See "Risk Factors" on page S-6 in this prospectus supplement for a discussion of factors you should consider
carefully before deciding to invest in the depositary shares.
S-5


RISK FACTORS
Your investment in the depositary shares will involve certain risks. You should carefully consider the following
discussion of risks and the other information contained in this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2016, and all
subsequent filings under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, before
deciding whether an investment in the depositary shares is suitable for you.
You are making an investment decision about the depositary shares as well as our Preferred Stock.
As described in this prospectus supplement, we are offering depositary shares representing fractional interests in
shares of our Preferred Stock. The depositary will rely solely on the dividend payments on the Preferred Stock it
receives from us to fund all dividend payments on the depositary shares. You should review carefully the
information in this prospectus supplement and the attached prospectus regarding the depositary shares and our
Preferred Stock.
The Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.
The shares of Preferred Stock are equity interests and do not constitute indebtedness. This means that the
Preferred Stock will rank junior to all of our indebtedness and to other non-equity claims on us and our assets,
including claims in our liquidation. Our existing and future indebtedness may restrict payment of dividends on
the Preferred Stock. In addition, holders of the depositary shares representing the Preferred Stock may be fully
subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency,
liquidation or similar proceeding.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in
the case of preferred stock like the Preferred Stock, (1) dividends are payable only if declared by our board of
directors or a duly authorized committee of the board and (2) as a corporation, we are subject to restrictions on
dividend payments and redemption payments out of lawfully available assets. Further, the Preferred Stock places
no restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions,
subject only to the limited voting rights referred to below under "--Holders of the Preferred Stock will have
limited voting rights."
Dividends on the Preferred Stock are discretionary and non-cumulative.
Dividends on the Preferred Stock are discretionary and non-cumulative. Consequently, if our board of directors
or a duly authorized committee of our board does not authorize and declare a dividend for any dividend period
prior to the related dividend payment date, holders of the Preferred Stock would not be entitled to receive a
dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable. We will have no
obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our
board of directors or a duly authorized committee of the board has not declared a dividend before the related
dividend payment date, whether or not dividends on the Preferred Stock or any other series of our preferred stock
or our common stock are declared for any future dividend period. In addition, under the Federal Reserve Board's
capital rules, dividends on the Preferred Stock may only be paid out of our net income, retained earnings or
surplus related to other additional Tier 1 capital instruments.
S-6


If LIBOR is discontinued, dividends on the Preferred Stock during the Floating Rate Period may be
calculated using another base rate.
On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the "FCA"), which regulates the
London Interbank Offered Rate ("LIBOR"), announced that the FCA will no longer persuade or compel banks to
submit rates for the calculation of LIBOR (including the three-month LIBOR rate) after 2021. Such
announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed
after 2021. Based on the foregoing, it appears likely that LIBOR will be discontinued or modified by 2021.
Under the terms of the Preferred Stock, the dividend rate on the Preferred Stock for each dividend period during
the Floating Rate Period is based on three-month LIBOR. If the calculation agent is unable to determine three-
month LIBOR based on screen-based reporting of that base rate, and if the calculation agent is also unable to
obtain suitable quotations for three-month LIBOR from reference banks, then the calculation agent will
determine three-month LIBOR after consulting such sources as it deems comparable or reasonable. In addition, if
the calculation agent determines that three-month LIBOR has been discontinued, then the calculation agent will
determine whether to calculate the relevant dividend rate using a substitute or successor base rate that it has
determined in its sole discretion is most comparable to three-month LIBOR, provided that if the calculation agent
determines there is an industry-accepted successor base rate, the calculation agent will use that successor base
rate. In such instances, the calculation agent in its sole discretion may determine what business day convention to
use, the definition of business day, the dividend determination date and any other relevant methodology for
calculating such substitute or successor base rate with respect to the calculation of dividends on the Preferred
Stock during the Floating Rate Period in a manner that is consistent with industry-accepted practices for such
substitute or successor base rate. Any of the foregoing determinations or actions by the calculation agent could
result in adverse consequences to the applicable dividend rate on the Preferred Stock during the Floating Rate
Period, which could adversely affect the return on, value of and market for the Preferred Stock and the depositary
shares. The calculation agent has not been appointed, and we will appoint a calculation agent prior to the
commencement of the Floating Rate Period. We may appoint ourselves or an affiliate of ours as calculation
agent.
Regulation and reform of interest rate "benchmarks", including LIBOR, may cause such "benchmarks" to
perform differently than in the past, to disappear entirely or to have other consequences which cannot be
predicted.
LIBOR and other interest rate, equity, foreign exchange rate and other types of indices which are deemed to be
"benchmarks" are the subject of recent international, national and other regulatory guidance and proposals for
reform. Some of these reforms are already effective while others are still to be implemented. These reforms may
cause such "benchmarks" to perform differently than in the past, or to disappear entirely, or have other
consequences which cannot be predicted. Any such consequence could have a material adverse effect on the
return on, value of and market for the Preferred Stock and the depositary shares.
Any of the international, national or other proposals for reform or the general increased regulatory scrutiny of
LIBOR and other "benchmarks" could increase the costs and risks of administering or otherwise participating in
the setting of such "benchmarks" and complying with any such regulations or requirements. Such factors may
have the effect of discouraging market participants from continuing to administer or contribute to certain
"benchmarks", trigger changes in the rules or methodologies used in certain "benchmarks" or lead to the
disappearance of certain "benchmarks". In particular, changes in the manner of administration of LIBOR could
result in adverse consequences to the applicable dividend rate on the Preferred Stock during the Floating Rate
Period, which could adversely affect the return on, value of and market for the Preferred Stock and the depositary
shares.
S-7


We may be able to redeem the Preferred Stock prior to November 1, 2022.
By its terms, the Preferred Stock may be redeemed by us in whole, but not in part, prior to November 1, 2022 upon
our determination in good faith that an event has occurred that would constitute a "capital treatment event," subject to
the approval of the appropriate federal banking agency. See "Description of the Preferred Stock--Optional
Redemption."
Investors should not expect us to redeem the Preferred Stock on the date it becomes redeemable or on any
particular date after it becomes redeemable.
The Preferred Stock is a perpetual equity security. This means that it has no maturity or mandatory redemption
date and is not redeemable at the option of investors, including the holders of the depositary shares offered by
this prospectus supplement. The Preferred Stock may be redeemed by us at our option, either in whole, or from
time to time in part, on any dividend payment date on or after November 1, 2022 or, prior to that date, under
certain circumstances after the occurrence of a capital treatment event. Any decision we may make at any time to
propose a redemption of the Preferred Stock will depend upon, among other things, our evaluation of our capital
position, the composition of our stockholders' equity, and general market conditions at that time.
Our right to redeem the Preferred Stock is subject to limitations. Under the Federal Reserve Board's current risk-
based capital guidelines applicable to bank holding companies, any redemption of the Preferred Stock is subject
to prior approval of the Federal Reserve Board. We cannot assure you that the Federal Reserve Board will
approve any redemption of the Preferred Stock that we may propose. There also can be no assurance that, if we
propose to redeem the Preferred Stock without replacing the Preferred Stock with common equity Tier 1 capital
or additional Tier 1 capital instruments, the Federal Reserve Board will authorize the redemption. We understand
that the factors that the Federal Reserve Board will consider in evaluating a proposed redemption, or a request
that we be permitted to redeem the Preferred Stock without replacing it with common equity Tier 1 capital or
additional Tier 1 capital instruments, include its evaluation of the overall level and quality of our capital
components, considered in light of our risk exposures, earnings and growth strategy, and other supervisory
considerations, although the Federal Reserve Board may change these factors at any time.
If the Preferred Stock is redeemed, the corresponding redemption of the depositary shares would be a taxable
event to you. In addition, you might not be able to reinvest the money you receive upon redemption of the
depositary shares in a similar security.
If we are deferring payments on our outstanding junior subordinated notes or are in default under the
indentures governing those securities, we will be prohibited from making distributions on or redeeming
the Preferred Stock.
The terms of our outstanding junior subordinated notes prohibit us from declaring or paying any dividends or
distributions on our preferred stock, including the Preferred Stock, or redeeming, purchasing, acquiring, or
making a liquidation payment on the Preferred Stock, if an event of default under the indentures governing those
junior subordinated notes has occurred and is continuing or at any time when we have deferred payment of
interest on those junior subordinated notes.
Holders of the Preferred Stock will have limited voting rights.
Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of
voting stockholders. Holders of the Preferred Stock will have voting rights only as specifically required by
applicable law and as described below under "Description of the Preferred Stock--Voting Rights." Holders of
depositary shares must act through the depositary to exercise any voting rights of the Preferred Stock.
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We are a holding company and depend on the cash flows of our subsidiaries to fund payments of dividends
on our equity securities, principal and interest payments on our debt securities and redemptions and
repurchases of our outstanding securities.
As a holding company, JPMorgan Chase & Co. is dependent on the earnings of its subsidiaries to meet its
payment obligations. Under the arrangements contemplated by the resolution plan submitted by JPMorgan Chase
& Co. to its banking regulators (the "Resolution Plan"), JPMorgan Chase & Co. has established an intermediate
holding company, JPMorgan Chase Holdings LLC, and has contributed to JPMorgan Chase Holdings LLC the
stock of substantially all of its direct subsidiaries (other than JPMorgan Chase Bank, N.A.) as well as other assets
and intercompany indebtedness owing to it. Under these arrangements, JPMorgan Chase & Co. is obligated to
contribute to JPMorgan Chase Holdings LLC substantially all the net proceeds received by it from securities
issuances (including, without limitation, issuances of senior and subordinated debt securities and of preferred and
common stock). As a result of these arrangements, JPMorgan Chase & Co.'s ability to pay interest on its debt
securities and dividends on its equity securities (including the Preferred Stock), to redeem or repurchase its
outstanding securities and to fulfill its other payment obligations is dependent on it receiving dividends from
JPMorgan Chase Bank, N.A. and dividends and extensions of credit from JPMorgan Chase Holdings LLC.
JPMorgan Chase Bank, N.A. is subject to restrictions on its dividend distributions, capital adequacy and liquidity
coverage requirements, and other regulatory restrictions on its ability to make payments to JPMorgan Chase &
Co., and JPMorgan Chase Holdings LLC is prohibited from paying dividends or extending credit to JPMorgan
Chase & Co. if certain capital or liquidity "thresholds" are breached or if limits are otherwise imposed by
JPMorgan Chase & Co.'s management or Board of Directors. These regulatory restrictions and limitations on the
payments that JPMorgan Chase & Co. is permitted to receive from JPMorgan Chase Bank, N.A. and JPMorgan
Chase Holdings LLC could reduce or hinder its ability to pay dividends and satisfy its debt and other obligations,
or result in JPMorgan Chase & Co. seeking protection under bankruptcy laws at a time earlier than would have
been the case absent the existence of such thresholds.
In addition, JPMorgan Chase & Co.'s right to participate in any distribution of assets from any subsidiary, upon
the subsidiary's liquidation or otherwise, is subject to the prior claims of creditors of that subsidiary, except to
the extent that JPMorgan Chase & Co. is recognized as a creditor of that subsidiary. As a result, the Preferred
Stock will be effectively subordinated to all existing and future liabilities of JPMorgan Chase & Co.'s
subsidiaries.
An active trading market for the Preferred Stock and the related depositary shares does not exist and may
not develop.
The Preferred Stock and the related depositary shares are new issues of securities with no established trading
market. We do not intend to list the Preferred Stock or the depositary shares on any securities exchange. We
cannot predict how the depositary shares will trade in the secondary market or whether that market will be liquid
or illiquid. The number of potential buyers of the depositary shares in any secondary market may be limited.
Although the underwriters may purchase and sell the depositary shares in the secondary market from time to
time, the underwriters will not be obligated to do so and may discontinue making a market for the depositary
shares at any time without giving us notice. We cannot assure you that a secondary market for the depositary
shares will develop, or that if one develops, it will be maintained. If an active, liquid market does not develop for
the depositary shares, the market price and liquidity of the depositary shares may adversely be affected.
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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 $2.6 trillion in assets and $258.4 billion in total stockholders' equity as of September 30,
2017. JPMorgan Chase is a leader in investment banking, financial services for consumers and small businesses,
commercial banking, financial transaction processing and asset management. 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.
JPMorgan Chase's activities are organized, for management reporting purposes, into four major reportable
business segments, as well as a Corporate segment. Our consumer business is the Consumer & Community
Banking segment. The Corporate & Investment Bank, Commercial Banking and Asset & Wealth Management
segments comprise our wholesale businesses.
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.
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