Obligation JPMorgan Chase & Co. 3.375% ( US46625HJJ05 ) en USD

JPMorgan Chase & Co.

100 % ▲

Etas-Unis

US46625HJJ05 ( en USD )

3.375% par an ( paiement semestriel )

30/04/2023 - Obligation échue

Prospectus brochure de l'obligation JPMorgan Chase & Co US46625HJJ05 en USD 3.375%, échue

1 000 USD

2 000 000 000 USD

46625HJJ0

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

JPMorgan Chase & Co. est une société financière américaine multinationale offrant des services bancaires d'investissement, de gestion d'actifs, de banque commerciale et de services de cartes de crédit à des clients particuliers, des entreprises et des institutions dans le monde entier.

L'Obligation émise par JPMorgan Chase & Co. ( Etas-Unis ) , en USD, avec le code ISIN US46625HJJ05, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2023

L'Obligation émise par JPMorgan Chase & Co. ( Etas-Unis ) , en USD, avec le code ISIN US46625HJJ05, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par JPMorgan Chase & Co. ( Etas-Unis ) , en USD, avec le code ISIN US46625HJJ05, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
424B2 1 d465532d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-169900

CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price(1)

Registration Fee(1)
3.375% Subordinated Notes due 2023

$2,000,000,000

$272,800

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

1 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
Table of Contents
Prospectus Supplement
(To Prospectus dated October 13, 2010)

$2,000,000,000
3.375% Subordinated Notes due 2023
Interest payable May 1 and November 1
Issue price: 99.462%

The subordinated notes wil mature on May 1, 2023. Interest on the subordinated notes wil accrue from May 1, 2013. We cannot redeem the
subordinated notes prior to their maturity. There is no sinking fund for the subordinated notes.

The subordinated notes are unsecured. They rank junior to our Senior Indebtedness and, under certain circumstances, to our Additional Senior
Obligations (defined herein). Holders of the subordinated notes may not accelerate the maturity of the subordinated notes, except upon our bankruptcy,
reorganization or insolvency.

The subordinated 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 subordinated notes or
determined that this prospectus supplement or the attached prospectus is accurate or complete. Any representation to the contrary is a criminal
offense.

Underwriting

Price to Public

Discounts

Proceeds to Us
Per Subordinated Note
99.462%

0.450%

99.012%

Total
$
1,989,240,000

$
9,000,000

$
1,980,240,000

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

We expect to deliver the subordinated 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 1, 2013.

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 subordinated notes in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales
wil be made at prices related to market prices at the time of sale.

J.P. Morgan

April 24, 2013

2 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
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.

We are offering to sell the subordinated 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 Subordinated Notes

S-5
Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons

S-7
Certain ERISA Matters

S-9
Underwriting

S-11
Conflicts of Interest

S-12
Independent Registered Public Accounting Firm

S-13
Legal Opinions

S-13

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

20
Description of Common Stock

25
Description of Securities Warrants

26
Description of Currency Warrants

26
Description of Units

28
Book-Entry Issuance

29
Plan of Distribution (Conflicts of Interest)

32
Experts

33
Legal Opinions

33

S-2
3 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
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 $207.1 billion in total stockholders' equity as of March 31, 2013.
JPMorgan Chase is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, asset
management and private equity. 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.

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 information on their public reference room.
Such documents, reports and information are also available on our website: http://www.jpmorgan.com. 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, 2012; and

(b) Our Current Reports on Form 8-K filed on January 9, 2013, January 15, 2013, January 16, 2013 (three filings), January 25, 2013, February 5, 2013, February
28, 2013, March 5, 2013, March 15, 2013, April 9, 2013, April 12, 2013 (two filings) and April 23, 2013.

S-3
4 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
Table of Contents
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
212-270-4040

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the subordinated 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 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, 2013
2012
2011
2010
2009
2008
Earnings to Fixed Charges:

Excluding Interest on Deposits

5.39

4.21
3.60
3.51
2.47
1.17
Including Interest on Deposits

4.48

3.48
2.89
2.87
2.02
1.10

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
5 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
Table of Contents
DESCRIPTION OF THE SUBORDINATED NOTES

The following description of the particular terms of our 3.375% Subordinated Notes due 2023, which we refer to as the subordinated notes, supplements the description
of the general terms of the subordinated debt securities set forth under the headings "Description of Debt Securities--General" and "Description of Debt Securities
--Subordinated 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 subordinated indenture referred to in the attached prospectus.

The subordinated notes offered by this prospectus supplement will be issued under the subordinated indenture between us and U.S. Bank Trust National Association.
The subordinated notes will be initially limited to $2,000,000,000 aggregate principal amount and will mature on May 1, 2023. The subordinated notes are a series of
subordinated debt securities referred to in the attached prospectus. We have the right to issue additional subordinated notes of such series in the future. Any such
additional subordinated notes will have the same terms as the subordinated 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 subordinated notes being offered by this prospectus supplement. If issued, these additional subordinated
notes will become part of the same series as the subordinated notes being offered by this prospectus supplement.

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

The subordinated notes will bear interest at the annual rate of 3.375%. Interest on the subordinated notes will accrue from May 1, 2013. We will pay interest on the
subordinated notes semi-annually in arrears on May 1 and November 1 of each year, beginning November 1, 2013. 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 subordinated
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 subordinated notes or the stated maturity of the subordinated 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.

We cannot redeem the subordinated notes prior to their maturity. No sinking fund is provided for the subordinated notes.

The subordinated notes are subordinate and junior in right of payment to all Senior Indebtedness and, under certain circumstances, to all Additional Senior Obligations
as described in the attached prospectus. As of December 31, 2012, Senior Indebtedness and Additional Senior Obligations totaled approximately $144.4 billion. See
"Description of Debt Securities--Subordinated Debt Securities--Subordination" in the attached prospectus. In addition, holders of the subordinated notes may be fully
subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.

Holders of the subordinated notes may not accelerate the maturity of the subordinated notes, except in the event of our bankruptcy, reorganization or insolvency. Holders
may not accelerate the maturity of the subordinated notes if we fail to pay interest or fail to perform any other agreement in the subordinated notes or subordinated

S-5
6 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
Table of Contents
indenture. See "Description of Debt Securities--Subordinated Debt Securities--Defaults and Waivers" in the attached prospectus.

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

The subordinated notes will be issued in denominations of $1,000 and larger integral multiples of $1,000. The subordinated notes will be represented by one or more
permanent global subordinated 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 subordinated 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
7 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
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 subordinated notes. Except where noted, this summary deals only with subordinated notes that are held as capital assets by a
non-United States holder who purchases the subordinated notes upon original issuance at their initial offering price.

A "non-United States holder" means a person (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, 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 subordinated notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If
you are a partner of a partnership holding our subordinated 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 subordinated notes, you should consult your own tax advisors concerning the particular United States federal tax
consequences to you of the ownership of the subordinated notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

United States Federal Withholding Tax

The 30% United States federal withholding tax will not apply to any payment of interest on the subordinated notes under the "portfolio interest rule," provided that:

· interest paid on the subordinated 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
8 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
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 subordinated 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 IRS Form W-8BEN (or other applicable form), 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 subordinated 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 the 30% United States federal withholding tax, unless you
provide us with a properly executed:

· IRS Form W-8BEN (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 subordinated 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 subordinated notes.

United States Federal Income Tax

If you are engaged in a trade or business in the United States and interest on the subordinated 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 such interest, subject to adjustments.

Any gain realized on the disposition of a subordinated note generally will not be subject to United States federal income tax unless:

· 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; 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.

United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on subordinated notes beneficially owned by you at the time of your death, provided that any payment
to you on the subordinated notes would be eligible for

S-8
9 of 49
4/26/2013 3:23 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312513176625/d...
Table of Contents
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 we do 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 we have 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 subordinated 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.

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 furnished to the Internal Revenue Service.

Additional Withholding Requirements

Under legislation enacted in 2010 and administrative guidance, a 30% United States federal withholding tax may apply to interest income paid after December 31,
2013, and the gross proceeds from a disposition of a subordinated note occurring after December 31, 2016, in each case paid to (i) a "foreign financial institution" (as
specifically defined in the legislation), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution
agrees to verify, report and disclose its United States "account" holders (as specifically defined in the legislation) and meets certain other specified requirements or (ii)
a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the
beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such
substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity
may qualify for an exemption from, or be deemed to be in compliance with, these rules. You should consult your own tax advisor regarding this legislation and whether
it may be relevant to your ownership and disposition of subordinated notes.

CERTAIN ERISA MATTERS

The subordinated notes may, subject to certain legal restrictions, be held by (i) an "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a "plan" that is subject to Section 4975 of the Internal Revenue Code, (iii)
a plan, account or other arrangement that is subject to provisions under 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

S-9
10 of 49
4/26/2013 3:23 PM