Obbligazione JPMorgan Chase 2.7% ( US46625HRL68 ) in USD

Emittente JPMorgan Chase
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US46625HRL68 ( in USD )
Tasso d'interesse 2.7% per anno ( pagato 2 volte l'anno)
Scadenza 17/05/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione JP Morgan US46625HRL68 in USD 2.7%, scaduta


Importo minimo 2 000 USD
Importo totale 2 000 000 000 USD
Cusip 46625HRL6
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Descrizione dettagliata JPMorgan Chase & Co. è una delle più grandi istituzioni finanziarie al mondo, operante nel settore bancario d'investimento, gestione patrimoniale e servizi finanziari.

The Obbligazione issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US46625HRL68, pays a coupon of 2.7% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 17/05/2023

The Obbligazione issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US46625HRL68, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US46625HRL68, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d154179d424b2.htm 424B2
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 0 9 6 8 1


Prospe c t us Supple m e nt
(To Prospectus dated April 15, 2016)


$2,000,000,000
2.700% Notes due 2023
Interest payable May 18 and November 18
I ssue pric e : 9 9 .7 3 4 %

The notes will mature on May 18, 2023. Interest on the notes will accrue from May 18, 2016. There is no sinking fund for the
notes.

We will have the option to redeem the notes, in whole at any time or in part from time to time, on or after March 18, 2023, at par
plus accrued interest.

The notes are unsecured and will have the same rank as our other unsecured and unsubordinated debt obligations.

The notes are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the attached prospectus is accurate or complete. Any representation to the contrary
is a criminal offense.

U nde rw rit ing


Pric e t o Public

Disc ount s


Proc e e ds t o U s
Per Note

99.734%


0.400%


99.334%
Total
$ 1,994,680,000

$ 8,000,000

$ 1,986,680,000

The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct
participants, including Euroclear and Clearstream, on or about May 18, 2016.

Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in
connection with offers and sales of the notes in the secondary market. These affiliates may act as principal or agent in those
transactions. Secondary market sales will be made at prices related to market prices at the time of sale.

J .P. M orga n











May 11, 2016
Table of Contents
In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus
supplement and the attached prospectus. We have not authorized anyone to provide you with any other information. If you receive any
information not authorized by us, you should not rely on it.

http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2
We are offering to sell the notes only in places where sales are permitted.

You should not assume that the information contained or incorporated by reference in this prospectus supplement or the attached
prospectus is accurate as of any date other than its respective date.



TABLE OF CONTENTS


Page
Prospectus Supplement

JPMorgan Chase & Co.
S-3
Where You Can Find More Information About JPMorgan Chase
S-3
Use of Proceeds
S-4
Consolidated Ratio of Earnings to Fixed Charges
S-4
Description of the Notes
S-5
Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons
S-7
Certain ERISA Matters
S-10
Underwriting
S-11
Conflicts of Interest
S-13
Independent Registered Public Accounting Firm
S-14
Legal Opinions
S-14



Page
Prospectus

Summary

2
Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements

6
Where You Can Find More Information About JPMorgan Chase

7
Important Factors That May Affect Future Results

8
Use of Proceeds

10
Description of Debt Securities

11
Description of Preferred Stock

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
Table of Contents
JPMORGAN CHASE & CO.

JPMorgan Chase & Co., which we refer to as "JPMorgan Chase," "we" or "us," is a leading global financial services firm and one of the largest
banking institutions in the United States, with operations worldwide. JPMorgan Chase had $2.4 trillion in assets and $250.2 billion in total
stockholders' equity as of March 31, 2016. 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.

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.
http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2

Recent Developments
On October 30, 2015, the Board of Governors of the Federal Reserve System (the "Federal Reserve") issued proposed rules (the "proposed TLAC
rules") that would require the top-tier holding companies of eight U.S. global systemically important bank holding companies ("U.S. G-SIB
BHCs"), including JPMorgan Chase & Co., among other things, to maintain minimum amounts of loss-absorbing capacity in the form of long-
term debt satisfying certain eligibility criteria ("eligible LTD"), commencing January 1, 2019. The proposed TLAC rules would disqualify from
eligible LTD, among other instruments, senior debt securities that permit acceleration for reasons other than insolvency or payment default, as well
as debt securities that are not governed by U.S. law and structured notes. The currently outstanding senior long-term debt of U.S. G-SIB BHCs,
including JPMorgan Chase & Co., includes structured notes as well as other debt that typically permits acceleration for reasons other than
insolvency or payment default and, as a result, none of such outstanding senior long-term debt or any subsequently issued senior long-term debt
with similar terms (including the notes offered by this prospectus supplement) would qualify as eligible LTD under the proposed TLAC rules. The
Federal Reserve has requested comment on whether certain currently outstanding instruments should be allowed to count as eligible LTD "despite
containing features that would be prohibited under the proposal." The steps that the U.S. G-SIB BHCs, including JPMorgan Chase & Co., may
need to take to come into compliance with the final TLAC rules, including the amount and form of long-term debt that must be refinanced or
issued, will depend in substantial part on the ultimate eligibility requirements for senior long-term debt and any grandfathering provisions. To the
extent that outstanding senior long-term debt of JPMorgan Chase & Co. is not classified as eligible LTD under the TLAC rule as finally adopted by
the Federal Reserve, JPMorgan Chase & Co. could be required to issue a substantial amount of new senior long-term debt which could
significantly increase its funding costs.

WHERE YOU CAN FIND MORE INFORMATION
ABOUT JPMORGAN CHASE

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC").
Our SEC filings are available to the public on the website maintained by the SEC at http://www.sec.gov. Our filings can also be inspected and
printed or copied, for a fee, at the SEC's public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-
0330 for further

S-3
Table of Contents
information on their public reference room. Such documents, reports and information are also available on our website at
http://investor.shareholder.com/jpmorganchase. Information on our website does not constitute part of this prospectus supplement or the
accompanying prospectus.

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

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

(a) Our Annual Report on Form 10-K for the year ended December 31, 2015;

(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016; and

(c) Our Current Reports on Form 8-K filed on January 4, 2016, January 14, 2016, January 21, 2016, January 26, 2016 (two filings), February
12, 2016, March 1, 2016, March 18, 2016, March 23, 2016, April 4, 2016, April 13, 2016, April 18, 2016 and April 25, 2016.

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

Office of the Secretary
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
212-270-6000

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the notes offered by this prospectus supplement for general corporate purposes. General
corporate purposes may include the repayment of debt, investments in or extensions of credit to our subsidiaries, redemption of our securities or
http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2
the financing of possible acquisitions or business expansion. We may invest the net proceeds temporarily or apply them to repay debt until we are
ready to use them for their stated purpose.

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



Three Months
Year Ended December 31,
Ended

March 31, 2016 2015 2014 2013 2012 2011
Earnings to Fixed Charges:






Excluding Interest on Deposits

4.82

5.61 5.61 4.34 4.29 3.66
Including Interest on Deposits

4.29

4.89 4.72 3.67 3.54 2.94

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

S-4
Table of Contents
DESCRIPTION OF THE NOTES

The following description of the particular terms of our 2.700% Notes due 2023, which we refer to as the notes, supplements the description of the
general terms of the debt securities set forth under the headings "Description of Debt Securities--General" and "Description of Debt Securities--
Senior Debt Securities" in the attached prospectus. Capitalized terms used but not defined in this prospectus supplement have the meanings
assigned in the attached prospectus or the senior indenture referred to in the attached prospectus.

The notes offered by this prospectus supplement will be issued under the senior indenture between us and Deutsche Bank Trust Company
Americas. The notes will be initially limited to $2,000,000,000 aggregate principal amount and will mature on May 18, 2023. The notes are a
series of senior debt securities referred to in the attached prospectus. We have the right to issue additional notes of such series in the future. Any
such additional notes will have the same terms as the notes being offered by this prospectus supplement but may be offered at a different offering
price or have a different initial interest payment date than the notes being offered by this prospectus supplement. If issued, these additional notes
will become part of the same series as the notes being offered by this prospectus supplement.

We will make all principal and interest payments on the notes in immediately available funds. All sales of the notes, including secondary market
sales, will settle in immediately available funds.

The notes will bear interest at the annual rate of 2.700%. Interest on the notes will accrue from May 18, 2016. We will pay interest on the notes
semi-annually in arrears on May 18 and November 18 of each year, beginning November 18, 2016. We refer to these dates as "interest payment
dates." Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest will be paid to the persons in whose
names the notes are registered at the close of business on the second business day preceding each interest payment date.

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

If we call the notes for redemption, interest will cease to accrue on the redemption date as described below.

The notes will mature on May 18, 2023. The amount payable at maturity will be 100% of the principal amount of the notes, plus accrued interest
to, but excluding, the maturity date. No sinking fund is provided for the notes.

We may redeem the notes, at our option, in whole at any time or in part from time to time, on or after March 18, 2023, at a redemption price equal
to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

If we elect to redeem the notes, we will provide notice by first class mail, postage prepaid, addressed to the holders of record of the notes to be
redeemed. Such mailing will be at least 30 days and not more than 60 days before the date fixed for redemption. Each notice of redemption will
state:

http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2

· the redemption date;

· the redemption price;

· if fewer than all the outstanding notes are to be redeemed, the identification (and in the case of partial redemption, the principal amounts)

of the particular notes to be redeemed;

S-5
Table of Contents

· CUSIP or ISIN number of the notes to be redeemed;

· that on the redemption date the redemption price will become due and payable upon each note to be redeemed, and that interest thereon

will cease to accrue on and after said date; and

· the place or places where the notes are to be surrendered for payment of the redemption price.

Notwithstanding the foregoing, if the notes are held in book-entry form through The Depository Trust Company, or "DTC", we may give such
notice in any manner permitted or required by DTC.

In the case of any redemption of only part of the notes at the time outstanding, the notes to be redeemed will be selected not more than 60 days
prior to the redemption date by the Trustee by such method as the Trustee shall deem fair and appropriate.

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

The notes will be issued in denominations of $2,000 and larger integral multiples of $1,000. The notes will be represented by one or more
permanent global notes registered in the name of DTC or its nominee, as described under "Book-Entry Issuance" in the attached prospectus.

Investors may elect to hold interests in the notes outside the United States through Clearstream Banking, Société Anonyme ("Clearstream") or
Euroclear Bank S.A./N.V., as operator of Euroclear System ("Euroclear"), if they are participants in those systems, or indirectly through
organizations that are participants in those systems.

Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and
Euroclear's names on the books of their respective depositaries. Those depositaries will in turn hold those interests in customers' securities
accounts in the depositaries' names on the books of DTC.

S-6
Table of Contents
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX
CONSEQUENCES TO NON-UNITED STATES PERSONS

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

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

· an individual citizen or resident of the United States;

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

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

· a trust (1) if a court within the United States is able to exercise primary supervision over its administration and one or more United
States persons, as defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"),
have the authority to control all of its substantial decisions, or (2) that has a valid election in effect under applicable United States
Treasury regulations to be treated as a United States person.

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the
http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2
partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisors.

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

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

United States Federal Withholding Tax

Subject to the discussion of backup withholding and FATCA below, United States federal withholding tax will not apply to any payment of interest
on the notes under the "portfolio interest rule," provided that:

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

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

S-7
Table of Contents
· you are not a controlled foreign corporation that is related to us through stock ownership;

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

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

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

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

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

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

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

United States Federal Income Tax

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

Subject to the discussion of backup withholding and FATCA below, any gain realized on the disposition of a note generally will not be subject to
United States federal income tax unless:

http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2
· the gain is effectively connected with your conduct of a trade or business in the United States and, if required by an applicable income
tax treaty, is attributable to a United States permanent establishment, in which case such gain will generally be subject to United States
federal income tax (and possibly branch profits tax) in the same manner as effectively connected interest as described above; or

· you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other
conditions are met, in which case, unless an applicable income tax treaty provides otherwise, you will generally be subject to a 30%
United States federal income tax on any gain recognized, which may be offset by certain United States source losses.

S-8
Table of Contents
United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of your death, provided that any
payment to you on the notes would be eligible for exemption from the 30% United States federal withholding tax under the "portfolio interest rule"
described above under "--United States Federal Withholding Tax" without regard to the statement requirement in the fifth bullet point of that
section.

Information Reporting and Backup Withholding

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

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

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

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit
against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Internal Revenue Code (such Sections commonly referred to as "FATCA"), a 30% United States federal
withholding tax may apply to any interest income paid on the notes and, for a disposition of a note occurring after December 31, 2018, the gross
proceeds from such disposition, in each case paid to (i) a "foreign financial institution" (as specifically defined in the Internal Revenue Code)
which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its
compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement
with the United States) in a manner which avoids withholding, or (ii) a "non-financial foreign entity" (as specifically defined in the Internal
Revenue Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from
FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If an interest payment is
both subject to withholding under FATCA and subject to the withholding tax discussed above under "--United States Federal Withholding Tax,"
the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax
advisors regarding these rules and whether they may be relevant to your ownership and disposition of the notes.

S-9
Table of Contents
CERTAIN ERISA MATTERS

The notes may, subject to certain legal restrictions, be held by (i) an "employee benefit plan" (as defined in Section 3(3) of the U.S. Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), that is subject to the fiduciary responsibility or prohibited transaction provisions
http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2
of Title I of ERISA, (ii) a "plan" that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code, (iii) a plan,
account or other arrangement that is subject to provisions under other federal, state, local, non-U.S. or other laws or regulations that are similar to
any such provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code ("Similar Laws") and (iv) an entity whose underlying assets
are considered to include "plan assets" of any such employee benefit plan, account or arrangement described above (each of the foregoing
described in clauses (i), (ii), (iii) and (iv) being referred to as a "Plan"). A fiduciary of any Plan must determine that the purchase, holding and
disposition of an interest in the notes is consistent with its fiduciary duties and will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Internal Revenue Code, or a violation under any applicable Similar Laws. By acceptance of a
note, each purchaser and subsequent transferee of a note or any interest therein will be deemed to have represented and warranted that either (i) no
portion of the assets used by such purchaser or transferee to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition and
holding of the notes by such holder or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Internal Revenue Code or a similar violation under any applicable Similar Laws.

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

S-10
Table of Contents
UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement relating to the offer and sale of the notes. In the underwriting
agreement, we have agreed to sell to each underwriter severally, and each underwriter has agreed severally to purchase from us, the principal
amount of notes that appears opposite the name of that underwriter below:

Principal Amount
Underwriter

of Notes
J.P. Morgan Securities LLC

$ 1,855,000,000
Danske Markets Inc.


25,000,000
Rabo Securities USA, Inc.


25,000,000
SG Americas Securities, LLC


25,000,000
Lebenthal & Co., LLC


25,000,000
Blaylock Beal Van, LLC


15,000,000
Mischler Financial Group, Inc.


15,000,000
Samuel A. Ramirez & Company, Inc.


15,000,000




Total

$ 2,000,000,000





The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the notes from us, are several and not
joint. Those obligations are also subject to the satisfaction of certain conditions in the underwriting agreement. The underwriters have agreed to
purchase all of the notes if any of them are purchased.

The underwriters have advised us that they propose to offer the notes to the public at the public offering price that appears on the cover page of this
prospectus supplement. After the initial public offering, the underwriters may change the public offering price and any other selling terms.

In the underwriting agreement, we have agreed that:

· we will pay our expenses related to this offering, which we estimate will be $100,000; and

· we will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

Each underwriter has represented to us and agreed with us that it has not made and will not make an offer of the notes to the public in any member
state of the European Economic Area which has implemented the Prospectus Directive (a "Relevant Member State") from and including the date
on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"). However, an underwriter
may make an offer of the notes to the public in that Relevant Member State at any time on or after the Relevant Implementation Date to any legal
entity which is a "qualified investor" as defined in the Prospectus Directive to fewer than 150 natural or legal persons (other than "qualified
investors" as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for
any such offer, or in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, in each case, no such offer of the
notes shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement
a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of the foregoing, the expression an "offer of the notes to the
public" in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information
http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2
on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be
varied in that Relevant Member State by any measure

S-11
Table of Contents
implementing the Prospectus Directive in that Relevant Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (as
amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

The notes may be sold only to purchasers in Canada purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus supplement and the attached prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
There is currently no public trading market for the notes. In addition, we have not applied and do not intend to apply to list the notes on any
securities exchange or to have the notes quoted on a quotation system. Certain of the underwriters have advised us that they intend to make a
market in the notes. However, they are not obligated to do so and may discontinue any market-making in the notes at any time in their sole
discretion. Therefore, we cannot assure you that a liquid trading market for the notes will develop, that you will be able to sell your notes at a
particular time or that the price you receive when you sell your notes will be favorable.

Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in connection with offers
and sales of the notes in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be
made at prices related to market prices at the time of sale.

In connection with this offering of the notes, the underwriters may engage in overallotment, stabilizing transactions and syndicate covering
transactions in accordance with Regulation M under the Securities Exchange Act of 1934. Overallotment involves sales in excess of the offering
size, which create a short position for the underwriters. Stabilizing transactions involve bids to purchase the notes in the open market for the
purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market
after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause
the price of the notes to be higher than it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or
syndicate covering transactions, they may discontinue them at any time.

Certain of the underwriters engage in transactions with and perform services for us and our subsidiaries in the ordinary course of business.

The underwriting agreement provides that the closing will occur on May 18, 2016, which is five business days after the date of this prospectus
supplement. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in three
business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on any date prior to the
third

S-12
Table of Contents
business day before delivery will be required, by virtue of the fact that the notes will settle in five business days, to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement. Such purchasers should also consult their own advisors in this regard.

Conflicts of Interest

We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for this offering
comply with the requirements of Rule 5121 of the regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") regarding a FINRA
member firm's underwriting of securities of an affiliate. In accordance with Rule 5121, J.P. Morgan Securities LLC may not make sales in this
http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


424B2
offering to any discretionary account without the prior approval of the customer.

S-13
Table of Contents
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in
Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report
on Form 10-K of JPMorgan Chase for the year ended December 31, 2015 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and
accounting.

With respect to the unaudited financial information of JPMorgan Chase for the three-month periods ended March 31, 2016 and 2015 incorporated
in this prospectus supplement by reference to the Quarterly Report on Form 10-Q of JPMorgan Chase for the quarter ended March 31, 2016 filed
with the SEC on April 29, 2016, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate report dated April 29, 2016, also incorporated by reference in this prospectus
supplement, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of
reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited
financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers
LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.

LEGAL OPINIONS

Simpson Thacher & Bartlett LLP, New York, New York, will deliver an opinion for us regarding the validity of the notes. Cravath, Swaine &
Moore LLP, New York, New York, will provide a similar opinion for the underwriters. Cravath, Swaine & Moore LLP has represented and
continues to represent us and our subsidiaries in a substantial number of matters on a regular basis.

S-14
Table of Contents
Prospectus

$173,638,778,550
Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Warrants
Units


Up to $173,638,778,550, or the equivalent thereof in any other currency, of these securities may be offered from time to time, in amounts, on
terms and at prices that will be determined at the time they are offered for sale. These terms and prices will be described in more detail in one or
more supplements to this prospectus, which will be distributed at the time the securities are offered. Our common stock is listed on the New York
Stock Exchange under the symbol "JPM." The other securities that we may offer from time to time under this prospectus may be listed on the New
York Stock Exchange or another national securities exchange, as specified in the applicable prospectus supplement.
http://www.sec.gov/Archives/edgar/data/19617/000119312516590328/d154179d424b2.htm[5/13/2016 3:55:01 PM]


Document Outline