Bond JPMorgan Chase 3.65% ( US48128BAN10 ) in USD

JPMorgan Chase

98.17 % ▲

United States

US48128BAN10 ( in USD )

3.65% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond JP Morgan US48128BAN10 en USD 3.65%, maturity Perpetual

1 000 USD

2 000 000 000 USD

48128BAN1

BBB- ( Lower medium grade - Investment-grade )

01/09/2025 ( In 40 days )

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 US48128BAN10, pays a coupon of 3.65% 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 US48128BAN10, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
(To Prospectus dated April 11, 2019)
2,000,000 DEPOSITARY SHARES
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
3.65% FIXED-RATE RESET NON-CUMULATIVE PREFERRED STOCK, SERIES KK
We are offering 2,000,000 depositary shares, each representing a one-tenth interest in a share of our perpetual 3.65% Fixed-
Rate Reset Non-Cumulative Preferred Stock, Series KK, $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, quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on
September 1, 2021. From the date of issuance to, but excluding, June 1, 2026, we will pay dividends when, as, and if declared
by our board or such committee at a rate of 3.65% per annum, beginning on September 1, 2021. From and including June 1,
2026, for each reset period (as described in this prospectus supplement), we will pay dividends when, as, and if declared by
our board or such committee at a rate equal to a five-year treasury rate (as described in this prospectus supplement) as of the
most recent reset dividend determination date (as described in this prospectus supplement) plus a spread of 2.85% per annum,
beginning on September 1, 2026. 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 June 1, 2026, in whole at any time 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 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
$2,000,000,000
Underwriting Commissions
$
10.00
$
20,000,000
Proceeds (before expenses)(1)
$ 990.00
$1,980,000,000
(1) The public offering price does not include accumulated dividends, if any, that may be declared. Dividends, if declared,
will accumulate from the date of original issuance, which is expected to be May 12, 2021.
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 May 12,
2021.
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
May 5, 2021

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-12
Where You Can Find More Information About JPMorgan Chase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Description of the Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
Description of the Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
Registration and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Certain United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-41
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-42
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-42
Page
Prospectus
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information About JPMorgan Chase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Important Factors That May Affect Future Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Description of Securities Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Description of Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Description of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
Book-Entry Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
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 2,000,000 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.
In addition, we may from time to time elect to issue additional depositary shares representing shares of the
Preferred Stock, and all the additional shares would be deemed to form a single series with the depositary shares
representing shares of the Preferred Stock offered by this prospectus supplement.
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, quarterly in arrears, on March 1, June 1, September 1 and December 1 of each
year, beginning on September 1, 2021 (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 first dividend payment date.
Dividends on the Preferred Stock will accrue from the original issue date at a rate equal to (i) 3.65% per annum
for each dividend period from the original issue date of the Preferred Stock to, but excluding, June 1, 2026 (the
"First Reset Date") and (ii) thereafter, the treasury rate as of the most recent reset dividend determination date
plus a spread of 2.85% per annum for each dividend period from and including the First Reset Date to, but
excluding, the redemption date of the Preferred Stock, if any. Upon the payment of any dividends on the
Preferred Stock, holders of depositary shares will receive a related proportionate payment.
The "treasury rate" means a dividend rate on the Preferred Stock (not inclusive of the spread of 2.85% per
annum) which is based on the average of the yields on actively traded U.S. Treasury securities adjusted to
constant maturity, for five-year maturities, determined as described herein. A "reset date" means the First Reset
Date and each subsequent date falling on the fifth anniversary of the preceding reset date. If any reset date,
including the First Reset Date, falls on a day that is not a business day, such reset date will not be adjusted to a
day that is a business day. A "reset period" means initially the period from and including the First Reset Date to,
but excluding, the next following reset date, and thereafter each period from and including each reset date to, but
excluding, the next following reset date. A "reset dividend determination date" means, in respect of any reset
period, the day falling three business days prior to the beginning of such reset period.
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
S-3

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
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.
S-4

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 the First Reset Date, in whole at any time
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.
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 below 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.
Risk Factors
See "Risk Factors" beginning 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 JPMorgan Chase & Co.'s Annual Report on Form 10-K for the year ended December 31,
2020, 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. We refer to JPMorgan Chase
& Co. in this prospectus supplement as "JPMorgan Chase", "we" or "us".
The COVID-19 pandemic has caused and is causing significant harm to the global economy and could
further negatively affect certain of JPMorgan Chase's businesses.
On March 11, 2020, the World Health Organization declared the outbreak of a strain of novel coronavirus
disease, COVID-19, to be a global pandemic. The COVID-19 pandemic and governmental responses to the
pandemic led to the institution of social distancing and shelter-in-place requirements in certain areas of the U.S.
and other countries resulting in ongoing severe impacts on global economic conditions, including:
· significant disruption and volatility in the financial markets
· significant disruption of global supply chains, and
· closures of many businesses, leading to loss of revenues and increased unemployment.
A prolongation or worsening of the pandemic, or the emergence of other diseases that give rise to similar effects,
could deepen the adverse impact on the global economy.
The adverse economic conditions caused by the pandemic have had a negative impact on certain of JPMorgan
Chase's businesses and results of operations, including:
· reduction in demand for certain products and services from JPMorgan Chase's clients and customers,
resulting in lower revenue, and
· increases in the allowance for credit losses.
Certain models used by JPMorgan Chase in connection with the determination of the allowance for credit losses
have heightened performance risk in the economic environment precipitated by the effects of the COVID-19
pandemic and government stimulus. There can be no assurance that, even after adjustments have been made to
model outputs, JPMorgan Chase will not recognize unexpected losses arising from the model uncertainty that has
resulted from these developments.
A prolongation or worsening of the COVID-19 pandemic and the negative economic impacts of the pandemic
could have other significant adverse effects on JPMorgan Chase's businesses, results of operations and financial
condition, including:
· recognition of credit losses and further increases in the allowance for credit losses, especially to the
extent that businesses remain closed, unemployment continues at elevated levels, clients and customers
draw on their lines of credit or significant numbers of people relocate from metropolitan areas
· material impacts on the value of securities, derivatives and other financial instruments which
JPMorgan Chase owns or in which it makes markets
· downgrades in JPMorgan Chase's credit ratings
· constraints on liquidity or capital due to elevated levels of deposits, increases in risk-weighted assets
related to supporting client activities, downgrades in client credit ratings, regulatory actions or other
factors, any or all of which could require JPMorgan Chase to take or refrain from taking actions that it
otherwise would under its liquidity and capital management strategies, and
S-6

· the possibility that significant portions of JPMorgan Chase's workforce are unable to work
effectively, including because of illness, quarantines, shelter-in-place arrangements, government actions
or other restrictions in connection with the pandemic.
The extent to which the COVID-19 pandemic negatively affects JPMorgan Chase's businesses, results of
operations and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future
developments that are highly uncertain and cannot be predicted, including the ultimate scope and duration of the
pandemic, the effectiveness of vaccination programs and actions taken by governmental authorities and other
third parties in response to the pandemic. Those negative effects, including the possible recognition of charge-
offs, may be delayed because of the impact of prior and potential future government stimulus actions or payment
assistance provided to clients and customers.
In addition, JPMorgan Chase's participation directly or indirectly, including on behalf of customers and clients or
by affiliated entities, in U.S. government programs designed to support individuals, households and businesses
impacted by the economic disruptions caused by the COVID-19 pandemic could be criticized and subject
JPMorgan Chase to:
· increased governmental and regulatory scrutiny
· negative publicity, and
· increased exposure to litigation,
any or all of which could increase JPMorgan Chase's operational, legal and compliance costs and damage its
reputation. To the extent that the COVID-19 pandemic adversely affects JPMorgan Chase's business, results of
operations and financial condition, it may also have the effect of heightening many of the other risks described in
the "Risk Factors" section of JPMorgan Chase's Annual Report on Form 10-K for the year ended December 31,
2020.
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."
S-7

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.
We may be able to redeem the Preferred Stock prior to the First Reset Date.
By its terms, the Preferred Stock may be redeemed by us in whole, but not in part, prior to the First Reset Date 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 at any time or from
time to time in part, on any dividend payment date on or after the First Reset Date 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 regulatory
capital rules 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
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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.
We are a holding company and depend on the cash flows of our subsidiaries to fund payments of dividends
on the Preferred Stock.
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.
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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.
The dividend rate will reset on the First Reset Date and each subsequent reset date and any dividend
payable after the First Reset Date may be less than the initial fixed rate.
The dividend rate on the Preferred Stock for each reset period will equal the treasury rate as of the most recent
reset dividend determination date plus a spread of 2.85% per annum. Therefore, the dividend rate on or after the
First Reset Date could be less than the fixed rate for the initial five-year period and any dividend payable after a
subsequent reset date may be less than a prior fixed rate. We have no control over the factors that may affect U.S.
Treasury rates, including geopolitical conditions and economic, financial, political, regulatory, judicial or other
events that may impact U.S. Treasury rates.
The dividend rate on the Preferred Stock for a reset period may be calculated using a different base rate if
the treasury rate is not available.
Under the terms of the Preferred Stock, the dividend rate on the Preferred Stock for each reset period is based on
the treasury rate as of the applicable reset dividend determination date. If the calculation agent is unable to
calculate the treasury rate based on screen-based reporting of that base rate, then the calculation agent will use a
substitute base rate it has determined is most comparable to the treasury rate for such reset period, if it
determines that the treasury rate has not been discontinued. If the calculation agent determines that the treasury
rate has been discontinued, then the calculation agent will use a substitute or successor base rate which it has
determined to be the most comparable to the treasury rate (unless the calculation agent determines there is an
industry-accepted successor base rate, in which case such successor base rate will be used) for such reset period
and all successive reset periods as set forth in "Description of the Preferred Stock--Dividends." Any such
determinations that the calculation agent may make in accordance with the terms of the Preferred Stock could
result in adverse consequences to the dividend rate on the Preferred Stock during the relevant reset period, which
could adversely affect the return on, value of and market for the Preferred Stock.
Historical U.S. Treasury rates are not an indication of future U.S. Treasury rates.
In the past, U.S. Treasury rates have experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of U.S. Treasury rates are not necessarily indicative of future levels. Any historical
upward or downward trend in U.S. Treasury rates is not an indication that U.S. Treasury rates are more or less
likely to increase or decrease at any time on or after the First Reset Date and you should not take the historical
U.S. Treasury rates as an indication of future U.S. Treasury rates or the treasury rate for any reset period.
We or an affiliate of ours will or could have authority to make determinations and decisions that could
affect the return on, value of and market for the Preferred Stock and the related depositary shares.
We are expressly authorized to make certain determinations and decisions with respect to technical,
administrative and operational matters relating to any use of a substitute or successor base rate for the treasury
rate, including any determination or decision required to be made by the calculation agent that the calculation
agent fails to make. We will make any such determination or decision in our sole discretion, and any such
determination or decision that we make could affect the amount of dividends that accrues on the Preferred Stock
on or after the First Reset Date. Furthermore, we or an affiliate of ours may assume the duties of
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