Obligation JPMorgan Chase 3.2% ( US46625HRS12 ) en USD

JPMorgan Chase

100 % ▲

Etas-Unis

US46625HRS12 ( en USD )

3.2% par an ( paiement semestriel )

15/06/2026

Prospectus brochure de l'obligation JP Morgan US46625HRS12 en USD 3.2%, échéance 15/06/2026

2 000 USD

1 750 000 000 USD

46625HRS1

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/12/2025 ( Dans 145 jours )

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

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US46625HRS12, paye un coupon de 3.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2026

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US46625HRS12, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US46625HRS12, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d163912d424b2.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)

$1,750,000,000
3.200% Notes due 2026
Interest payable June 15 and December 15
I ssue pric e : 9 9 .9 5 7 %

$1,500,000,000
2.400% Notes due 2021
Interest payable June 7 and December 7
I ssue Pric e : 9 9 .8 4 1 %

$750,000,000
Floating Rate Notes due 2021
Interest payable March 7, June 7, September 7 and December 7
I ssue pric e : 1 0 0 .0 0 %

The 3.200% notes due 2026 will mature on June 15, 2026, and we refer to them as the 2026 notes. The 2.400% notes due 2021
will mature on June 7, 2021, and we refer to them as the 2021 notes. We refer to the 2026 notes and the 2021 notes collectively as
the fixed rate notes. The floating rate notes due 2021 will mature on June 7, 2021 and will bear interest at a floating annual rate
equal to three-month LIBOR plus 1.10%, and we refer to them as the floating rate notes. We refer to the fixed rate notes and the
floating rate notes collectively as the notes. Interest on the notes will accrue from June 7, 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, at the applicable redemption prices
described in this prospectus supplement.

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 2026 Note

99.957%

0.450%

99.507%
Per 2021 Note

99.841%

0.350%

99.491%
Per Floating Rate Note

100.000%

0.350%

99.650%
Total
$3,996,862,500

$15,750,000

$3,981,112,500

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 June 7, 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.
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2

J .P. M orga n

May 31, 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.

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-10
Certain ERISA Matters
S-13
Underwriting
S-14
Conflicts of Interest
S-16
Independent Registered Public Accounting Firm
S-17
Legal Opinions
S-17

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
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2
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.

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, April 25, 2016, May 18, 2016 and
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2
May 19, 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
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 3.200% notes due 2026, our 2.400% notes due 2021 and our floating rate notes due 2021,
which we refer to collectively 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 2026 notes will be initially limited to $1,750,000,000 aggregate principal amount and will mature on June 15, 2026. The 2021 notes
will initially be limited to $1,500,000,000 aggregate principal amount and will mature on June 7, 2021. The floating rate notes will be initially
limited to $750,000,000 aggregate principal amount and will mature on June 7, 2021. The notes are each a series of senior debt securities referred
to in the attached prospectus. We have the right to issue additional notes of any such series in the future. Any such additional notes will have the
same terms as the notes of that series 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 of that series being offered by this prospectus supplement. If issued, these additional notes will become
part of the same series as the applicable 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.

Interest on the notes 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. If we call the notes of a particular series for redemption, interest will cease to accrue on the applicable
redemption date as described below.

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.
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2

The amount payable at maturity will be 100% of the principal amount of each respective series of notes, plus accrued interest to, but excluding, the
maturity date of that series of notes. No sinking fund is provided for the notes.

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 of each series 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-5
Table of Contents
Optional Redemption

We may redeem the 2026 notes, at our option, in whole at any time or in part from time to time, on or after December 7, 2016 and prior to March
15, 2026, and we may redeem the 2021 notes, at our option, in whole at any time or in part from time to time, on or after December 7, 2016 and
prior to May 7, 2021, in each case at a redemption price equal to the sum of: (i) 100% of the aggregate principal amount of the notes to be
redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption; and (ii) the "Make-Whole Amount" (as defined
below), if any, with respect to such notes.

As used above in connection with the 2026 notes and the 2021 notes:

· "Make-Whole Amount" means, in connection with any optional redemption of any 2026 notes during the period from, and including,
December 7, 2016 and to, but excluding, March 15, 2026, or of any 2021 notes during the period from, and including, December 7, 2016
and to, but excluding, May 7, 2021, the excess, if any, of: (i) the aggregate present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable

in respect of each such dollar if such redemption had not been made, determined by discounting, on a semi-annual basis, such principal and
interest at the Reinvestment Rate (as defined below) (determined on the third business day preceding the date that notice of such
redemption is given) from the respective dates on which such principal and interest would have been payable if such redemption had not
been made, to the date of redemption, over (ii) the aggregate principal amount of the notes being redeemed.

· "Reinvestment Rate" means the yield on Treasury securities at a constant maturity corresponding to the remaining life (as of the date of
redemption, and rounded to the nearest month) to stated maturity of the principal being redeemed (the "Treasury Yield"), plus 0.20%. For
purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields published in the Statistical Release (as defined
below) under the heading "Week Ending" for "U.S. Government Securities -- Treasury Constant Maturities" with a maturity equal to
such remaining life; provided that if no published maturity exactly corresponds to such remaining life, then the Treasury Yield shall be

interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for the next shortest and next longest published
maturities. For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that
precludes determination of the Treasury Yield in the above manner, then the Treasury Yield shall be determined in the manner that most
closely approximates the above manner, as reasonably determined by us.

· "Statistical Release" means the statistical release designated "H.15(519)" or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which reports yields on actively traded United States government securities

adjusted to constant maturities or, if such statistical release is not published at the time of any determination under the senior indenture,
then such other reasonably comparable index which shall be designated by us.

Calculation of the foregoing will be made by us or on our behalf by a person designated by us; provided, however, that such calculation shall not
be a duty or obligation of the trustee under the senior indenture.

In addition, we may redeem the 2026 notes, at our option, in whole at any time or in part from time to time, on or after March 15, 2026, and we
may redeem the 2021 notes and the floating rate notes, at our option, in whole at any time or in part from time to time, on or after May 7, 2021, in
each case 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.

S-6
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2
Table of Contents
If we elect to redeem the notes of a particular series, 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:

· the redemption date;

· the redemption price;

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

principal amounts) of the particular notes to be redeemed;

· 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 of a particular series 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.

Interest on the fixed rate notes

The 2026 notes will bear interest at an annual rate of 3.200%. We will pay interest on the 2026 notes semiannually in arrears on June 15 and
December 15 of each year, beginning December 15, 2016. The 2021 notes will bear interest at an annual rate of 2.400%. We will pay interest on
the 2021 notes semi-annually in arrears on June 7 and December 7 of each year, beginning December 7, 2016.

Interest on the fixed rate notes will accrue from June 7, 2016. Interest for the fixed rate notes will be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

In the event that any interest payment date for the fixed rate notes or the stated maturity of such 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.

Interest on the floating rate notes

The floating rate notes will bear interest at a floating annual rate equal to the three-month London Interbank offered rate ("Three-Month LIBOR"),
determined as described below, plus 110 basis points (1.10%). Interest on the floating rate notes will accrue from June 7, 2016. We will pay
interest on the floating rate notes in arrears on March 7, June 7, September 7 and December 7 of each year, beginning September 7, 2016.

For the purposes of calculating interest due on the floating rate notes:

· "Three-Month LIBOR" means, with respect to any interest period, the rate (expressed as an annual rate) for deposits in U.S. dollars for a

three-month period commencing on the first day of that interest period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m.
(London time) on the LIBOR determination date for that interest period. If such rate does not appear on the Reuters Screen LIBOR01

S-7
Table of Contents
Page, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period
commencing on the first day of that interest period and in a principal amount of not less than $1,000,000 are offered to prime banks in the
London interbank market by four major banks in the London interbank market selected by the calculation agent (after consultation with
us), at approximately 11:00 a.m., London time on the LIBOR determination date for that interest period. The calculation agent will
request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided,
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2
Three-Month LIBOR with respect to that interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole
multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that interest

period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three
major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that
interest period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that interest
period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the calculation agent to
provide quotations are quoting as described above, Three-Month LIBOR for that interest period will be the same as Three-Month LIBOR
as determined for the previous interest period or, in the case of the first interest period, at an annual rate of 0.68580%. The establishment
of Three-Month LIBOR for each interest period by the calculation agent shall (in the absence of manifest error) be final and binding.

We refer to the period beginning from and including June 7, 2016 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 interest payment date as an "interest period." The
amount of interest for each day the floating rate notes are outstanding (the "Daily Interest Amount") will be calculated by dividing the interest rate
in effect for that day by 360 and multiplying the result by the outstanding principal amount of the floating rate notes. The amount of interest to be
paid on the floating rate notes for each interest period will be calculated by adding the Daily Interest Amounts for each day in the interest period. In
the event that any interest payment date and interest reset date for the floating rate notes would otherwise fall on a day that is not a business day (as
defined above), that interest payment date and interest reset date will be postponed to the next day that is a business day and interest will accrue to
but excluding the date interest is paid. However, if the postponement would cause the day to fall in the next calendar month, the interest payment
date and interest reset date will instead be brought forward to the immediately preceding business day.

For the purposes of the floating rate notes:

· "Calculation agent" means The Bank of New York Mellon, or any other firm appointed by us, acting as calculation agent.

· "LIBOR determination date" means the second London business day immediately preceding the first day of the relevant interest period.

· "London business day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

· "Reuters Screen LIBOR01 Page" means the display designated as the Reuters screen "LIBOR01", or such other page as may replace the
Reuters screen "LIBOR01" on that service or such other service or services as may be nominated for the purpose of displaying London

interbank offered rates for U.S. dollar deposits by ICE Benchmark Administration Limited ("IBA") or its successor or such other entity
assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no
longer does so.

S-8
Table of Contents
The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by applicable law.

The Bank of New York Mellon, as calculation agent, will, upon the request of the holder of any floating rate note, provide the interest rate then in
effect. All calculations of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on us and holders
of the floating rate notes.

S-9
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;

http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2
· 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
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-10
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
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2
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:

· 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-11
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-12
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

424B2
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
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-13
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 of the
Principal amount
Principal amount
floating
Underwriter

of the 2026 notes
of the 2021 notes
rate notes
J.P. Morgan Securities LLC

$ 1,487,500,000
$ 1,275,000,000
$ 637,500,000
ANZ Securities, Inc.

13,125,000

11,250,000

5,625,000
BBVA Securities Inc.

13,125,000

11,250,000

5,625,000
Capital One Southcoast, Inc.

13,125,000

11,250,000

5,625,000
Citizens Capital Markets Inc.

13,125,000

11,250,000

5,625,000
Fifth Third Securities, Inc.

13,125,000

11,250,000

5,625,000
ING Financial Markets LLC

13,125,000

11,250,000

5,625,000
KeyBanc Capital Markets Inc.

13,125,000

11,250,000

5,625,000
Mitsubishi UFJ Securities (USA), Inc.

13,125,000

11,250,000

5,625,000
nabSecurities, LLC

13,125,000

11,250,000

5,625,000
Natixis Securities Americas LLC

13,125,000

11,250,000

5,625,000
Nykredit Bank A/S

13,125,000

11,250,000

5,625,000
PNC Capital Markets LLC

13,125,000

11,250,000

5,625,000
Scotia Capital (USA) Inc.

13,125,000

11,250,000

5,625,000
Standard Chartered Bank

13,125,000

11,250,000

5,625,000
SunTrust Robinson Humphrey, Inc.

13,125,000

11,250,000

5,625,000
TD Securities (USA) LLC

13,125,000

11,250,000

5,625,000
Academy Securities, Inc.

8,750,000

7,500,000

3,750,000
CastleOak Securities, L.P.

8,750,000

7,500,000

3,750,000
Drexel Hamilton, LLC

8,750,000

7,500,000

3,750,000
Lebenthal & Co., LLC.

8,750,000

7,500,000

3,750,000
http://www.sec.gov/Archives/edgar/data/19617/000119312516610841/d163912d424b2.htm[6/2/2016 12:51:50 PM]

Document Outline

#1">
- #1">