Bond JPMorgan Chase 3.25% ( US48128GM807 ) in USD

JPMorgan Chase

100 % ▲

United States

US48128GM807 ( in USD )

3.25% per year ( payment 2 times a year)

21/11/2035

Prospectus brochure of the bond JP Morgan US48128GM807 en USD 3.25%, maturity 21/11/2035

1 000 USD

3 000 000 USD

48128GM80

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

21/11/2025 ( In 121 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 US48128GM807, pays a coupon of 3.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/11/2035

The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48128GM807, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US48128GM807, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 s121405_424b2.htm PRICING SUPPLEMENT
Pric ing supple m e nt

Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 2 2 6 7 2
To prospectus dated April 5, 2018,
Da t e d N ove m be r 1 9 , 2 0 1 9
prospectus supplement dated April 5, 2018 and
Rule 4 2 4 (b)(2 )
product supplement no. 1 -I dated April 5, 2018

$ 3 ,0 0 0 ,0 0 0
Ca lla ble Fix e d Ra t e N ot e s due N ove m be r 2 1 , 2 0 3 5
Ge ne ra l
·
The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any pa ym e nt on t he not e s is subje c t t o t he c re dit risk
of J PM orga n Cha se & Co.
·
These notes are designed for an investor who seeks a fixed income investment at an interest rate of 3.25% per annum but who is also willing to accept
the risk that the notes will be called prior to the Maturity Date.
·
These notes have a long maturity relative to other fixed income products. Longer-dated notes may be riskier than shorter-dated notes. See "Selected
Risk Considerations" in this pricing supplement.
·
At our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates specified below.
·
The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter.
K e y T e rm s
Issuer:
JPMorgan Chase & Co.
Payment at Maturity:
On the Maturity Date, we will pay you the principal amount of your notes plus any accrued and unpaid interest,
provided that your notes are outstanding and have not previously been called on any Redemption Date.
Call Feature:
On the 21st calendar day of February, May, August and November of each year, beginning on November 21, 2021
and ending on August 21, 2035 (each, a "Redemption Date"), we may redeem your notes, in whole but not in part, at
a price equal to the principal amount being redeemed plus any accrued and unpaid interest, subject to the Business
Day Convention and the Interest Accrual Convention described below and in the accompanying product supplement.
Interest:
Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000 principal amount
note, we will pay you interest in arrears on each Interest Payment Date in accordance with the following formula:
$1,000 × Interest Rate × Day Count Fraction.
Interest Period:
The period beginning on and including the Original Issue Date of the notes 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 succeeding Interest Payment Date or, if the notes are redeemed prior to that succeeding
Interest Payment Date, ending on but excluding the applicable Redemption Date, subject to the Interest Accrual
Convention described below and in the accompanying product supplement
Interest Payment Dates:
Interest on the notes will be payable in arrears on the 21st calendar day of May and November of each year,
beginning on May 21, 2020 to and including the Maturity Date (each, an "Interest Payment Date"), subject to any
earlier redemption and the Business Day Convention and Interest Accrual Convention described below and in the
accompanying product supplement.
Interest Rate:
3.25% per annum
Pricing Date:
November 19, 2019
Original Issue Date:
November 21, 2019, subject to the Business Day Convention (Settlement Date)
Maturity Date:
November 21, 2035, subject to the Business Day Convention
Business Day Convention:
Following
Interest Accrual Convention:
Unadjusted
Day Count Fraction:
30/360
CUSIP:
48128GM80
I nve st ing in t he not e s involve s a num be r of risk s. Se e "Risk Fa c t ors" be ginning on pa ge PS-1 8 of t he a c c om pa nying produc t
supple m e nt a nd "Se le c t e d Risk Conside ra t ions" be ginning on pa ge PS-4 of t his pric ing supple m e nt .
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the notes or passed upon
the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any
representation to the contrary is a criminal offense.

Pric e t o Public (1)
Fe e s a nd Com m issions(2)
Proc e e ds t o I ssue r
Pe r not e
$1,000
$17.50
$982.50
T ot a l
$3,000,000
$52,500
$2,947,500

(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., will pay all of the selling commissions of $17.50 per
$1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the
accompanying product supplement.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of,
https://www.sec.gov/Archives/edgar/data/19617/000161577419014556/s121405_424b2.htm[11/21/2019 2:40:45 PM]

or guaranteed by, a bank.

Addit iona l T e rm s Spe c ific t o t he N ot e s
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the accompanying
prospectus supplement relating to our Series E medium-term notes of which these notes are a part, and the more detailed
information contained in the accompanying product supplement. This pricing supplement, together with the documents listed below,
contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the
matters set forth in the "Risk Factors" section of the accompanying product supplement, as the notes involve risks not associated
with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you
invest in the notes.
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):
·
Product supplement no. 1-I dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000089109218003346/e78092_424b2.htm
·
Prospectus supplement and prospectus, each dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000095010318004508/dp87767_424b2-ps.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, "we," "us" and "our" refer to
JPMorgan Chase & Co.
Se le c t e d Purc ha se Conside ra t ions
·
PRESERV AT I ON OF CAPI T AL AT M AT U RI T Y OR U PON REDEM PT I ON -- We will pay you at least the principal
amount of your notes if you hold the notes to maturity or to the Redemption Date, if any, on which we elect to call the notes.
Be c a use t he not e s a re our unse c ure d a nd unsubordina t e d obliga t ions, pa ym e nt of a ny a m ount on t he
not e s is subje c t t o our a bilit y t o pa y our obliga t ions a s t he y be c om e due .
·
PERI ODI C I N T EREST PAY M EN T S -- The notes offer periodic interest payments on each Interest Payment Date at the
Interest Rate, subject to any earlier redemption, and, if the notes are redeemed on a Redemption Date that is not an Interest
Payment Date, on the applicable Redemption Date at the applicable Interest Rate. Interest, if any, will be paid in arrears on
each Interest Payment Date occurring before any Redemption Date on which the notes are redeemed and, if so redeemed, on
that Redemption Date to the holders of record at the close of business on the business day immediately preceding the
applicable Interest Payment Date. The interest payments will be based on the Interest Rate listed on the cover of this pricing
supplement. The yield on the notes may be less than the overall return you would receive from a conventional debt security
that you could purchase today with the same maturity as the notes.
·
POT EN T I AL PERI ODI C REDEM PT I ON BY U S AT OU R OPT I ON -- At our option, we may redeem the notes, in whole
but not in part, on any of the Redemption Dates set forth on the cover of this pricing supplement, at a price equal to the
principal amount being redeemed plus any accrued and unpaid interest, subject to the Business Day Convention and the
Interest Accrual Convention described on the cover of this pricing supplement and in the accompanying product supplement.
Any accrued and unpaid interest on the notes redeemed will be paid to the person who is the holder of record of these notes at
the close of business on the business day immediately preceding the applicable Redemption Date. Even in cases where the
notes are called before maturity, noteholders are not entitled to any fees or commissions described on the front cover of this
pricing supplement.
·
T AX T REAT M EN T -- The notes will be treated as fixed-rate debt instruments that are expected to be issued without original
issue discount for U.S. federal income tax purposes, as described in the section entitled "Material U.S. Federal Income Tax
Consequences" in this pricing supplement. You should review that section carefully and consult your tax adviser regarding the
U.S. federal income tax consequences of an investment in the notes.
·
I N SOLV EN CY AN D RESOLU T I ON CON SI DERAT I ON S -- The notes constitute "loss-absorbing capacity" within the
meaning of the final rules (the "TLAC rules") issued by the Board of Governors of the Federal Reserve System (the "Federal
Reserve") on December 15, 2016 regarding, among other things, the minimum levels of unsecured external long-term debt and
other loss-absorbing capacity that certain U.S. bank holding companies, including JPMorgan Chase & Co., are required to
maintain. Such debt must satisfy certain eligibility criteria under the TLAC rules. If JPMorgan Chase & Co. were to enter into
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resolution, either in a proceeding under Chapter 11 of the U.S. Bankruptcy Code or in a receivership administered by the
Federal Deposit Insurance Corporation (the "FDIC") under Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the "Dodd-Frank Act"), holders of the notes and other debt and equity securities of JPMorgan Chase &
Co. will absorb the losses of JPMorgan Chase & Co. and its affiliates.
Under Title I of the Dodd-Frank Act and applicable rules of the Federal Reserve and the FDIC, JPMorgan Chase & Co. is
required to submit periodically to the Federal Reserve and the FDIC a detailed plan (the "resolution plan") for the rapid and
orderly resolution of JPMorgan Chase & Co. and its material subsidiaries under the U.S. Bankruptcy Code and other applicable
insolvency laws in the event of material financial distress or failure. JPMorgan Chase & Co.'s preferred resolution strategy
under its resolution plan contemplates that only JPMorgan Chase & Co. would enter bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code pursuant to a "single point of entry" recapitalization strategy. JPMorgan Chase & Co.'s
subsidiaries would be recapitalized as needed so that they could continue normal operations or subsequently
Ca lla ble Fix e d Ra t e N ot e s
PS-2

be wound down in an orderly manner. As a result, JPMorgan Chase & Co.'s losses and any losses incurred by its subsidiaries
would be imposed first on holders of JPMorgan Chase & Co.'s equity securities and thereafter on unsecured creditors, including
holders of the notes and other securities of JPMorgan Chase & Co. Claims of holders of the notes and those other debt
securities would have a junior position to the claims of creditors of JPMorgan Chase & Co.'s subsidiaries and to the claims of
priority (as determined by statute) and secured creditors of JPMorgan Chase & Co. Accordingly, in a resolution of JPMorgan
Chase & Co. under Chapter 11 of the U.S. Bankruptcy Code, holders of the notes and other debt securities of JPMorgan
Chase & Co. would realize value only to the extent available to JPMorgan Chase & Co. as a shareholder of JPMorgan Chase
Bank, N.A. and its other subsidiaries and only after any claims of priority and secured creditors of JPMorgan Chase & Co. have
been fully repaid. If JPMorgan Chase & Co. were to enter into a resolution, none of JPMorgan Chase & Co., the Federal
Reserve or the FDIC is obligated to follow JPMorgan Chase & Co.'s preferred resolution strategy under its resolution plan.
The FDIC has similarly indicated that a single point of entry recapitalization model could be a desirable strategy to resolve a
systemically important financial institution, such as JPMorgan Chase & Co., under Title II of the Dodd-Frank Act ("Title II").
Pursuant to that strategy, the FDIC would use its power to create a "bridge entity" for JPMorgan Chase & Co.; transfer the
systemically important and viable parts of JPMorgan Chase & Co.'s business, principally the stock of JPMorgan Chase & Co.'s
main operating subsidiaries and any intercompany claims against such subsidiaries, to the bridge entity; recapitalize those
subsidiaries using assets of JPMorgan Chase & Co. that have been transferred to the bridge entity; and exchange external
debt claims against JPMorgan Chase & Co. for equity in the bridge entity. Under this Title II resolution strategy, the value of
the stock of the bridge entity that would be redistributed to holders of the notes and other debt securities of JPMorgan Chase &
Co. may not be sufficient to repay all or part of the principal amount and interest on the notes and those other securities. To
date, the FDIC has not formally adopted a single point of entry resolution strategy, and it is not obligated to follow such a
strategy in a Title II resolution of JPMorgan Chase & Co.

Ca lla ble Fix e d Ra t e N ot e s
PS-3

Se le c t e d Risk Conside ra t ions
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" section of the
accompanying product supplement.
·
WE M AY CALL Y OU R N OT ES PRI OR T O T H EI R SCH EDU LED M AT U RI T Y DAT E -- We may choose to call the
notes early or choose not to call the notes early on any Redemption Date in our sole discretion. If the notes are called early,
you will receive the principal amount of your notes plus any accrued and unpaid interest to, but excluding, the Redemption
Date. The aggregate amount that you will receive through and including the Redemption Date will be less than the aggregate
amount that you would have received had the notes not been called early. If we call the notes early, your overall return may be
less than the yield that the notes would have earned if you held your notes to maturity and you may not be able to reinvest
your funds at the same rate as the original notes. We may choose to call the notes early, for example, if U.S. interest rates
decrease or do not rise significantly or if volatility of U.S. interest rates decreases significantly.
·
LON GER-DAT ED N OT ES M AY BE RI SK I ER T H AN SH ORT ER -DAT ED N OT ES -- By purchasing a note with a
longer tenor, you are more exposed to fluctuations in interest rates than if you purchased a note with a shorter tenor. The
present value of a longer-dated note tends to be more sensitive to rising interest rates than the present value of a shorter-
dated note. If interest rates rise, the present value of a longer-dated note will fall faster than the present value of a shorter-
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dated note. You should purchase these notes only if you are comfortable with owning a note with a longer tenor.
·
CREDI T RI SK OF J PM ORGAN CH ASE & CO. -- The notes are subject to the credit risk of JPMorgan Chase & Co., and
our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent on JPMorgan
Chase & Co.'s ability to pay all amounts due on the notes. Any actual or potential change in our creditworthiness or credit
spreads, as determined by the market for taking our credit risk, is likely to adversely affect the value of the notes. If we were to
default on our payment obligations, you may not receive any amounts owed to you under the notes and you could lose your
entire investment.
·
POT EN T I AL CON FLI CT S -- We and our affiliates play a variety of roles in connection with the issuance of the notes,
including acting as calculation agent and as an agent of the offering of the notes and hedging our obligations under the notes.
In performing these duties, our economic interests and the economic interests of the calculation agent and other affiliates of
ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities, including hedging
and trading activities for our own accounts or on behalf of customers, could cause our economic interests to be adverse to
yours and could adversely affect any payment on the notes and the value of the notes. It is possible that hedging or trading
activities of ours or our affiliates in connection with the notes could result in substantial returns for us or our affiliates while the
value of the notes declines. Please refer to "Risk Factors -- Risks Relating to Conflicts of Interest" in the accompanying product
supplement for additional information about these risks.
·
REI N V EST M EN T RI SK -- If we redeem the notes, the term of the notes may be reduced and you will not receive interest
payments after the applicable Redemption Date. There is no guarantee that you would be able to reinvest the proceeds from
an investment in the notes at a comparable return and/or with a comparable interest rate for a similar level of risk in the event
the notes are redeemed prior to the Maturity Date.
·
CERT AI N BU I LT -I N COST S ARE LI K ELY T O AFFECT ADV ERSELY T H E V ALU E OF T H E N OT ES PRI OR T O
M AT U RI T Y -- While the payment at maturity described in this pricing supplement is based on the full principal amount of
your notes, the original issue price of the notes includes the agent's commission and the estimated cost of hedging our
obligations under the notes through one or more of our affiliates. As a result, the price, if any, at which JPMS will be willing to
purchase notes from you in secondary market transactions, if at all, will likely be lower than the original issue price and any
sale prior to the Maturity Date could result in a substantial loss to you. This secondary market price will also be affected by a
number of factors aside from the agent's commission and hedging costs, including those referred to under "Many Economic
and Market Factors Will Impact the Value of the Notes" below.
The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes
to maturity.
·
LACK OF LI QU I DI T Y -- The notes will not be listed on any securities exchange. JPMS intends to offer to purchase the
notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the
notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which JPMS is willing
to buy the notes.
·
M AN Y ECON OM I C AN D M ARK ET FACT ORS WI LL I M PACT T H E V ALU E OF T H E N OT ES -- The notes will be
affected by a number of economic and market factors that may either offset or magnify each other, including but not limited to:
·
any actual or potential change in our creditworthiness or credit spreads;
·
the time to maturity of the notes;
·
interest and yield rates in the market generally, as well as the volatility of those rates; and
·
the likelihood, or expectation, that the notes will be redeemed by us, based on prevailing market interest rates or otherwise.
Ca lla ble Fix e d Ra t e N ot e s
PS-4

H ypot he t ic a l Ex a m ple s of Ca lc ula t ion of t he I nt e re st Pa ym e nt on t he N ot e s for a n I nt e re st Pe riod
The following examples illustrate how the hypothetical Interest Payment for an Interest Period is calculated if we choose to call the
notes early or choose not to call the notes early on any Redemption Date in our sole discretion, assuming that, except as specified
below, the Day Count Fraction for the applicable Interest Period is equal to 180 / 360. The actual Day Count Fraction for an
Interest Period will be calculated in the manner set forth in the accompanying product supplement. The hypothetical Interest
Payments in the following examples are for illustrative purposes only and may not correspond to the actual Interest Payments for
any Interest Period applicable to a purchaser of the notes. The numbers appearing in the following examples have been rounded
for ease of analysis.

Ex a m ple 1 : I f w e c hoose t o c a ll t he not e s e a rly on a Re de m pt ion Da t e a nd t he Re de m pt ion Da t e is Fe brua ry
2 1 , 2 0 2 2 , we will pay you $1,000 for each $1,000 principal amount note plus any accrued and unpaid interest at the Interest Rate
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of 3.25% per annum. Because the Redemption Date occurs prior to the end of the Interest Period, that Interest Period will now end
on but excluding the Redemption Date. Therefore, assuming the Day Count Fraction for this shortened Interest Period is 90 / 360,
the interest payment per $1,000 principal amount note on the Redemption Date will be calculated as follows:

$1,000 × 3.25% × (90 / 360) = $8.125

We will pay you a principal payment of $1,000 for each $1,000 principal amount note on the Redemption Date. Therefore, you will
receive $1,008.125 for each $1,000 principal amount note ($1,000 of principal plus $8.125 of interest) on the Redemption Date, but
you will not receive any further interest or principal payments from us.

Ex a m ple 2 : I f w e c hoose not t o c a ll t he not e s e a rly on a ny prior Re de m pt ion Da t e a nd on t he Re de m pt ion
Da t e c orre sponding t o t he I nt e re st Pa ym e nt Da t e a nd t he I nt e re st Pa ym e nt Da t e is N ove m be r 2 1 , 2 0 2 3 , we
will pay you any accrued and unpaid interest on the applicable Interest Payment Date at the Interest Rate of 3.25% per annum.
Therefore, the interest payment per $1,000 principal amount note will be calculated as follows:

$1,000 × 3.25% × (180 / 360) = $16.25

We will pay you an interest payment of $16.25 for each $1,000 principal amount note on that Interest Payment Date. Because the
notes have not been called, you will be entitled to receive additional interest payments until the Maturity Date or, if the notes are
redeemed earlier, the applicable Redemption Date. You will also receive a payment of principal on the Maturity Date or, if the
notes are redeemed early, the applicable Redemption Date.

Ex a m ple 3 : I f w e c hoose not t o c a ll t he not e s prior t o t he M a t urit y Da t e a nd t oda y is t he M a t urit y Da t e , we
will pay you $1,000 for each $1,000 principal amount note plus any accrued and unpaid interest on the Maturity Date at the Interest
Rate of 3.25% per annum. Therefore, the interest payment per $1,000 principal amount note on the Maturity Date will be calculated
as follows:

$1,000 × 3.25% × (180 / 360) = $16.25

We will pay you a principal payment of $1,000 for each $1,000 principal amount note on the Maturity Date. Therefore, you will
receive $1,016.25 for each $1,000 principal amount note ($1,000 of principal plus $16.25 of interest) on the Maturity Date, and you
will not receive any further interest or principal payments from us.

The hypothetical payments on these notes shown above apply only if you hold t he not e s for t he ir e nt ire t e rm or unt il
e a rlie r re de m pt ion. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical payments shown above would likely be lower.

Supple m e nt a l U se of Proc e e ds
Notwithstanding anything to the contrary in the accompanying prospectus, we will contribute the net proceeds that we receive from
the sale of the notes offered by this pricing supplement to our "intermediate holding company" subsidiary, JPMorgan Chase
Holdings LLC, which will use those net proceeds for general corporate purposes. General corporate purposes may include
investments in our subsidiaries, payments of dividends to us, extensions of credit to us or our subsidiaries or the financing of
possible acquisitions or business expansion. Interest on our debt securities (including interest on the notes offered by this pricing
supplement) and dividends on our equity securities, as well as redemptions or repurchases of our outstanding securities, will be
made using amounts we receive as dividends or extensions of credit from JPMorgan Chase Holdings LLC or as dividends from
JPMorgan Chase Bank, N.A.
Ca lla ble Fix e d Ra t e N ot e s
PS-5

Supple m e nt a l T e rm s of t he N ot e s
Payment upon an Event of Default
Notwithstanding anything to the contrary in the accompanying product supplement, for purposes of "General Terms of Notes --
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Payment upon an Event of Default" in the accompanying product supplement, in case of the acceleration of the notes upon an
event of default, any accrued and unpaid interest payable upon acceleration of the notes will be calculated on the basis of a 360-
day year and the actual number of days in the adjusted Interest Period and will be based on the Interest Rate.
M a t e ria l U .S. Fe de ra l I nc om e T a x Conse que nc e s
Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r "M a t e ria l U .S. Fe de ra l I nc om e T a x
Conse que nc e s" in t he a c c om pa nying produc t supple m e nt 1 -I doe s not a pply t o t he not e s issue d unde r t his
pric ing supple m e nt a nd is supe rse de d by t he follow ing disc ussion.
The following is a discussion of the material U.S. federal income and certain estate tax consequences of owning and disposing of
the notes, and constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP. It applies to you only if you are
an initial investor who purchases a note at its issue price for cash and holds it as a capital asset within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code").
This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to you in light of your
particular circumstances, including alternative minimum tax consequences, the consequences to taxpayers subject to special tax
accounting rules under Section 451(b) of the Code, the potential application of the provision of the Code known as the Medicare
contribution tax and the different consequences that may apply if you are an investor subject to special treatment under the U.S.
federal income tax laws, such as:
·
a financial institution;
·
a "regulated investment company" as defined in Code Section 851;
·
a tax-exempt entity, including an "individual retirement account" or "Roth IRA" as defined in Code Section 408 or 408A,
respectively;
·
a dealer in securities;
·
a person holding a note as part of a "straddle," conversion transaction or integrated transaction, or who has entered into a
"constructive sale" with respect to a note;
·
a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar;
·
a trader in securities who elects to apply a mark-to-market method of tax accounting; or
·
a partnership or other entity classified as a partnership for U.S. federal income tax purposes.
If you are a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of a partner will generally
depend on the status of the partner and your activities.
This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed
Treasury regulations as of the date hereof, changes to any of which, subsequent to the date hereof, may affect the tax
consequences described herein, possibly with retroactive effect. As the law applicable to the U.S. federal income taxation of
instruments such as the notes is technical and complex, the discussion below necessarily represents only a general discussion.
Moreover, the effects of any applicable state, local or non-U.S. tax laws are not discussed. Y ou should c onsult your t a x
a dvise r c onc e rning t he a pplic a t ion of U .S. fe de ra l inc om e a nd e st a t e t a x la w s t o your pa rt ic ula r sit ua t ion,
a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. jurisdic t ion.
T a x Conse que nc e s t o U .S. H olde rs
You are a "U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:
· a citizen or individual resident of the United States;
Ca lla ble Fix e d Ra t e N ot e s
PS-6

· a corporation created or organized in or under the laws of the United States, any state therein or the
District of Columbia; or
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· an estate or trust the income of which is subject to U.S. federal income taxation regardless of its
source.

Tax Treatment Prior to Maturity
It is expected, and therefore this discussion assumes, that the notes will be issued without original issue discount for U.S. federal
income tax purposes. Stated interest on the notes will generally be taxable to you as ordinary interest income at the time it accrues
or is received, in accordance with your method of accounting for U.S. federal income tax purposes.
Tax Treatment upon Sale or Exchange
You will recognize capital gain or loss on the sale, exchange or retirement of a note equal to the difference between the amount
received (other than amounts received in respect of accrued interest, which will be treated as described under "-- Tax Treatment
Prior to Maturity") and your adjusted tax basis in the note. Your gain or loss generally will be long-term capital gain or loss if at the
time of the sale, exchange or retirement you held the notes for more than one year, and short-term capital gain or loss otherwise.
Long-term capital gains recognized by non-corporate U.S. holders are generally subject to taxation at reduced rates. Any capital
loss you recognize may be subject to limitations.
Your adjusted tax basis in a note generally will be equal to your original purchase price for the note.
T a x Conse que nc e s t o N on -U .S. H olde rs

You are a "Non-U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:
·
a nonresident alien individual;
·
a foreign corporation; or
·
a foreign estate or trust.
You are not a "Non-U.S. Holder" for purposes of this discussion if you are an individual present in the United States for 183 days
or more in the taxable year of disposition of a note. In this case, you should consult your tax adviser regarding the U.S. federal
income tax consequences of the sale or exchange of a note (including early redemption or redemption at maturity).
Subject to the discussion of "FATCA" below, income and gain from a note generally will be exempt from U.S. federal income tax
(including withholding tax) if these amounts are not effectively connected with your conduct of a U.S. trade or business and you
provide a properly completed applicable Internal Revenue Service ("IRS") Form W-8 appropriate to your circumstances.
If you are engaged in a U.S. trade or business, and if income or gain from a note is effectively connected with your conduct of that
trade or business (and, if an applicable income tax treaty so requires, is attributable to a permanent establishment in the United
States), although exempt from the withholding tax discussed above, you generally will be taxed in the same manner as a U.S.
Holder with respect to that income. You will not be subject to withholding in this case if you provide a properly completed IRS
Form W-8ECI. If this paragraph applies to you, you should consult your tax adviser with respect to other U.S. tax consequences of
owning and disposing of notes, including the possible imposition of a 30% branch profits tax if you are a corporation.
Federal Estate Tax
If you are an individual Non-U.S. Holder or an entity the property of which is potentially includible in that individual's gross estate
for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has
retained certain interests or powers), your notes generally will not be treated as U.S.-situs property subject to U.S. federal estate
tax, provided that your income from the notes is not then effectively connected with your conduct of a U.S. trade or business.
Ca lla ble Fix e d Ra t e N ot e s
PS-7

Ba c k up Wit hholding a nd I nform a t ion Re port ing
Interest accrued or paid on your notes and the proceeds received from a sale or exchange of your notes (including early
redemption, acceleration or redemption at maturity) will generally be subject to information reporting unless you are an "exempt
recipient." You may also be subject to backup withholding on payments in respect of your notes unless you provide proof of an
applicable exemption or a correct taxpayer identification number and otherwise comply with applicable requirements of the backup
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withholding rules. If you are a Non-U.S. Holder, you will not be subject to backup withholding if you provide a properly completed
IRS Form W-8 appropriate to your circumstances. Amounts withheld under the backup withholding rules are not additional taxes
and may be refunded or credited against your U.S. federal income tax liability, provided the required information is furnished to the
IRS.
FAT CA
Legislation commonly referred to as "FATCA," and regulations promulgated thereunder, generally impose a 30% withholding tax on
payments to certain foreign entities (including financial intermediaries) with respect to debt instruments such as the notes, unless
various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between
the United States and the foreign entity's jurisdiction may modify these requirements. This regime applies to payments of interest
and to the payment on your notes at maturity, as well as the proceeds of any sale or other disposition of a note, although under
recently proposed regulations (the preamble to which specifies that taxpayers are permitted to rely on them pending finalization), no
withholding will apply to payments of gross proceeds (other than any amount treated as interest). You should consult your tax
adviser regarding the potential application of FATCA to the notes.
The Issuer will not pay any additional amounts with respect to any withholding tax.
Y OU SH OU LD CON SU LT Y OU R T AX ADV I SER REGARDI N G T H E T AX CON SEQU EN CES OF OWN I N G AN D
DI SPOSI N G OF N OT ES, I N CLU DI N G T H E T AX CON SEQU EN CES U N DER ST AT E, LOCAL, N ON -U .S. AN D
OT H ER T AX LAWS AN D T H E POSSI BLE EFFECT S OF CH AN GES I N U .S. FEDERAL OR OT H ER T AX LAWS.
V a lidit y of t he N ot e s
In the opinion of Davis Polk & Wardwell LLP, as our special products counsel, when the notes offered by this pricing supplement
have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and delivered against payment as
contemplated herein, such notes will be our valid and binding obligations, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith),
provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of
applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the
State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary
assumptions about the trustee's authorization, execution and delivery of the indenture and its authentication of the notes and the
validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of such counsel
dated March 8, 2018, which was filed as an exhibit to the Registration Statement on Form S-3 by us on March 8, 2018.
Ca lla ble Fix e d Ra t e N ot e s
PS-8

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