Obligation JPMorgan Chase & Company 7.9% ( US46625HHA14 ) en USD

JPMorgan Chase & Company

100 % ⇌

Etats-unis

US46625HHA14 ( en USD )

7.9% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation JPMorgan Chase & Co US46625HHA14 en USD 7.9%, échéance Perpétuelle

1 000 USD

4 303 750 000 USD

46625HHA1

BBB- ( Qualité moyenne inférieure )

N/A

30/10/2025 ( Dans 160 jours )

JPMorgan Chase & Co. est une société multinationale américaine de services financiers offrant des services bancaires d'investissement, de gestion de fortune, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'Obligation émise par JPMorgan Chase & Company ( Etats-unis ) , en USD, avec le code ISIN US46625HHA14, paye un coupon de 7.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par JPMorgan Chase & Company ( Etats-unis ) , en USD, avec le code ISIN US46625HHA14, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents

CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration
Title of each class of securities to be registered
Offering Price
Fee(1)

Depositary Shares (each representing a one-tenth interest in a share of Fixed-
to-Floating Rate Non-Cumulative Preferred Stock, Series I)

$6,000,000,000 $ 235,800
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-146731
Prospectus Supplement
(To Prospectus dated October 16, 2007)

JPMorgan Chase & Co.
6,000,000 DEPOSITARY SHARES
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES I
We are offering 6,000,000 depositary shares, each representing a one-tenth interest in a share of our
perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $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 depository, to a proportional fractional
interest in all rights and preferences of the Preferred Stock represented by the depositary share.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a
duly authorized committee of our board, from the date of issuance to, but excluding, April 30, 2018 at a
rate of 7.90% per annum, payable semi-annually, in arrears, on April 30 and October 30 of each year,
beginning on October 30, 2008. From and including April 30, 2018 we will pay dividends when, as, and
if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread
of 3.47% per annum, payable quarterly, in arrears, on January 30, April 30, July 30 and October 30 of
each year. 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 April 30, 2018, in whole
or 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. If
we redeem any Preferred Stock, the depositary will redeem the related depositary shares. Any
redemption of the depositary shares or the Preferred Stock is subject to our commitments in the
replacement capital covenant described in this prospectus supplement and applicable law.
See " Risk Factors" beginning on page S-6 for a discussion of certain risks that you should
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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
$6,000,000,000
Underwriting Commissions

$ 20
$ 120,000,000
Proceeds (before expenses)(1)

$ 980
$5,880,000,000
(1) Plus accrued dividends, if any, from April 23, 2008 to the date of delivery.
We do not intend to list the depositary shares or the Preferred Stock on any securities exchange.
Currently, there is no public trading market for the depositary shares.
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 and Clearstream, on or
about April 23, 2008.
Our affiliates, including J.P. Morgan Securities Inc., 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.
Sole Structuring Advisor and Bookrunner
JPMorgan
April 16, 2008

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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-11
Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements
S-14
Description of the Preferred Stock
S-15
Description of the Depositary Shares
S-20
Certain Terms of the Replacement Capital Covenant
S-22
Registration and Settlement
S-24
Certain United States Federal Tax Consequences
S-25
Certain ERISA Considerations
S-30
Underwriting
S-32
Experts
S-34
Legal Opinions
S-34
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
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Important Factors That May Affect Future Results

9
Use of Proceeds

10
Description of Debt Securities

11
Description of Preferred Stock

20
Description of Common Stock

25
Description of Securities Warrants

25
Description of Currency Warrants

26
Book-Entry Issuance

28
Plan of Distribution

31
Experts

32
Legal Opinions

32

S-2
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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 6,000,000 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, voting, redemption and
liquidation rights.
Dividends
We will pay, to the extent of lawfully available funds, dividends based on the liquidation preference of the
Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board,
from the date of issuance to, but excluding, April 30, 2018, at a rate of 7.90% per annum, payable semi-annually,
in arrears. From and including April 30, 2018, we will pay, to the extent of lawfully available funds, dividends
based on the liquidation preference of the Preferred Stock, when, as and if declared by our board or such
committee at a floating rate equal to three-month LIBOR plus a spread of 3.47% per annum, payable quarterly, in
arrears (each such rate, a "dividend rate"). Upon the payment of any dividends on the Preferred Stock, holders of
depositary shares will receive a related proportionate payment.
Dividends on the Preferred Stock will not be cumulative. Accordingly, if for any reason our board of directors or
a duly authorized committee of our board does not declare a dividend on the Preferred Stock for a dividend
period prior to the related dividend payment date, that dividend will not accrue, and we will have no obligation to
pay a dividend for that dividend period on the applicable dividend payment date or at any time in the future,
whether or not our board of directors or a duly authorized committee of our board declares a dividend on the
Preferred Stock or any other series of our preferred stock or common stock for any future dividend period. In
such a case no dividend will be paid on the depositary shares. A "dividend period" is the period from, and
including, a dividend payment date (as defined below) to, but excluding, the next dividend payment date, except
that the initial dividend period will begin on and include the original issue date of the depositary shares and the
Preferred Stock.
We may not declare or pay or set apart for payment full dividends on any series of preferred stock ranking, as to
dividends, equally with or junior to the Preferred Stock unless we have previously declared and paid or set apart
for payment, or we contemporaneously declare and pay or set apart for payment, full dividends on the Preferred
Stock for the most recently completed dividend period. When dividends are not paid in full on the Preferred
Stock and any series of preferred stock ranking equally as to dividends, all dividends upon the Preferred Stock
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and such equally ranking series will be declared and paid pro rata. For purposes of calculating the pro rata
allocation of partial dividend payments, we will allocate dividend payments based on the ratio between the then-
current dividend payments due on shares of Preferred Stock and the aggregate of the current and accrued
dividends due on any equally ranking series. We will not pay interest or any sum of money instead of interest on
any dividend payment that may be in arrears on the Preferred Stock.
Unless we have paid or declared and set aside for payment full dividends on the Preferred Stock for the most
recently completed dividend period, we will not:

· declare or make any dividend payment or distribution on any junior ranking stock, other than a
dividend paid in junior ranking stock, or

S-3
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· redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any
junior or equally ranking stock, except by conversion into or exchange for junior ranking stock.
Dividend Payment Dates
Dividends on the Preferred Stock will be payable when, as, and if declared by our board of directors or a duly
authorized committee of our board, semi-annually on April 30 and October 30 of each year, beginning on
October 30, 2008 through April 30, 2018, and, thereafter, quarterly on January 30, April 30, July 30 and
October 30 of each year (each a "dividend payment date").
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem, to the extent of lawfully available
funds, the Preferred Stock, in whole or in part, on any dividend payment date on or after April 30, 2018, 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 approval of the Board of Governors of the Federal Reserve System, or the
"Federal Reserve Board," or other regulatory authority as well as our commitments in the replacement capital
covenant described in this prospectus supplement. 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.
Liquidation Rights
In the event we liquidate, dissolve or wind-up our business and affairs, either voluntarily or involuntarily, holders
of the Preferred Stock will be entitled to receive liquidating distributions of $10,000 per share (equivalent to
$1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of undeclared
dividends, before we make any distribution of assets to the holders of our common stock or any other class or
series of shares ranking junior to the Preferred Stock. If we fail to pay in full all amounts payable with respect to
the Preferred Stock and any stock having the same rank as the Preferred Stock, the holders of the Preferred Stock
and of that other stock will share in any distribution of assets in proportion to the full respective preferential
amounts to which they are entitled. After the holders of the Preferred Stock and any stock having the same rank
as the Preferred Stock are paid in full, they will have no right or claim to any of our remaining assets. Neither the
sale of all or substantially all of our property or business nor a merger or consolidation by us with any other
entity will be considered a dissolution, liquidation or winding-up of our business or affairs.
Voting Rights
The holders of depositary shares of the Preferred Stock do not have voting rights, except as provided below and
except as specifically required by applicable law. For more information about voting rights, see "Description of
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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, equally with any series of preferred stock ranking equal to the Preferred Stock and
senior to any series of preferred stock ranking junior to the Preferred Stock and our common stock. As of the date
of this prospectus supplement we have no outstanding preferred stock.

S-4
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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.
Transfer Agent, and Registrar
Mellon Investor Services LLC will serve as transfer agent, and registrar for the Preferred Stock and transfer agent
and registrar for the depositary shares.
Calculation Agent
We will appoint a calculation agent for the Preferred Stock prior to the commencement of the Floating Rate
Period (as defined below).
Our Replacement Capital Covenant
We will agree in the replacement capital covenant for the benefit of persons that buy, hold or sell a specified
series of our long-term indebtedness that the Preferred stock and depositary shares will not be redeemed or
purchased by us on or before April 30, 2023 unless (i) we have obtained the prior approval of the Federal
Reserve if such approval is then required under the Federal Reserve's capital guidelines applicable to bank
holding companies and (ii) either (A) the applicable redemption or purchase price does not exceed a maximum
amount determined by reference to the aggregate amount of net cash proceeds we have received from the sale of
certain replacement capital securities and the market value of common stock that we have delivered as
consideration for property or assets in an arm's-length transaction or issued in connection with the conversion or
exchange of certain securities during the relevant measurement period or (B) the depositary shares and the
Preferred Stock are exchanged for consideration that includes common stock with a market value of at least 75%
of the aggregate liquidation preference of the Preferred Stock being exchanged or at least an equal aggregate
liquidation preference or principal amount of replacement capital securities other than common stock, or a
combination thereof. Certain provisions of the replacement capital covenant are described under "Certain Terms
of the Replacement Capital Covenant" below.
Our covenant in the replacement capital covenant will run only to the benefit of the covered debtholders. It may
not be enforced by the holders of the Preferred Stock or the depositary shares. The initial series of indebtedness
benefiting from our replacement capital covenant is our 5.875% Junior Subordinated Deferrable Interest
Debentures, Series O, due 2035.
See "Description of the Depositary Shares" and "Description of the Preferred Stock" for further information
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