Obligation JPMorgan Chase 2.5% ( US48128GN300 ) en USD

JPMorgan Chase

100 % ⇌

Etas-Unis

US48128GN300 ( en USD )

2.5% par an ( paiement semestriel )

29/05/2026 - Obligation échue

Prospectus brochure de l'obligation JP Morgan US48128GN300 en USD 2.5%, échue

1 000 USD

4 000 000 USD

48128GN30

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 US48128GN300, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/05/2026

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US48128GN300, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US48128GN300, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 s121655_424b2.htm PRICING SUPPLEMENT

Pricing supplement

Registration Statement No. 333-222672
To prospectus dated April 5, 2018,
Dated November 26, 2019
prospectus supplement dated April 5, 2018 and
Rule 424(b)(2)
product supplement no. 1-I dated April 5, 2018

$4,000,000
Callable Fixed Rate Notes due May 29, 2026
General
·
The notes are unsecured and unsubordinated obligations of JPMorgan Chase & Co. Any payment on the notes is subject to the credit risk of
JPMorgan Chase & Co.
·
These notes are designed for an investor who seeks a fixed income investment at an interest rate of 2.50% per annum but who is also wil ing to
accept the risk that the notes wil be cal ed prior to the Maturity Date.
·
At our option, we may redeem the notes, in whole but not in part, on any of the Redemption Dates specified below.
·
The notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter.
Key Terms
Issuer:
JPMorgan Chase & Co.
Payment at Maturity:
On the Maturity Date, we wil pay you the principal amount of your notes plus any accrued and unpaid interest,
provided that your notes are outstanding and have not previously been cal ed on any Redemption Date.
Cal Feature:
On the 29th calendar day of February, May, August and November of each year (or if that day does not exist in that
month, the last calendar day of that month), beginning on November 29, 2021 and ending on February 28, 2026
(each, a "Redemption Date"), we may redeem your notes, in whole but not in part, at a price equal to the principal
amount being redeemed plus any accrued and unpaid interest, subject to the Business Day Convention and the
Interest Accrual Convention described below and in the accompanying product supplement.
Interest:
Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000 principal amount
note, we wil pay you interest in arrears on each Interest Payment Date in accordance with the fol owing formula:
$1,000 × Interest Rate × Day Count Fraction.
Interest Period:
The period beginning on and including the Original Issue Date of the notes and ending on but excluding the first
Interest Payment Date, and each successive period beginning on and including an Interest Payment Date and
ending on but excluding the next succeeding Interest Payment Date or, if the notes are redeemed prior to that
succeeding Interest Payment Date, ending on but excluding the applicable Redemption Date, subject to the
Interest Accrual Convention described below and in the accompanying product supplement
Interest Payment Dates:
Interest on the notes wil be payable in arrears on the 29th calendar day of May and November of each year,
beginning on May 29, 2020 to and including the Maturity Date (each, an "Interest Payment Date"), subject to any
earlier redemption and the Business Day Convention and Interest Accrual Convention described below and in the
accompanying product supplement.
Interest Rate:
2.50% per annum
Pricing Date:
November 26, 2019
Original Issue Date:
November 29, 2019, subject to the Business Day Convention (Settlement Date)
Maturity Date:
May 29, 2026, subject to the Business Day Convention
Business Day Convention:
Fol owing
Interest Accrual Convention:
Unadjusted
Day Count Fraction:
30/360
CUSIP:
48128GN30
Investing in the notes involves a number of risks. See "Risk Factors" beginning on page PS-18 of the accompanying product supplement and
"Selected Risk Considerations" beginning on page PS-4 of this pricing supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the notes or passed
upon the accuracy or the adequacy of this pricing supplement or the accompanying product supplement, prospectus supplement and prospectus. Any
representation to the contrary is a criminal offense.

Price to Public(1)
Fees and Commissions(2)
Proceeds to Issuer
Per note
$1,000
$8.625
$991.375
Total
$4,000,000
$34,500
$3,965,500

(1) The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.
(2) J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase & Co., wil pay al of the sel ing commissions of $8.625
per $1,000 principal amount note it receives from us to other affiliated or unaffiliated dealers. See "Plan of Distribution (Conflicts of Interest)" in the
accompanying product supplement.
The notes are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations
of, or guaranteed by, a bank.

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Additional Terms Specific to the Notes
You should read this pricing supplement together with the accompanying prospectus, as supplemented by the
accompanying prospectus supplement relating to our Series E medium-term notes of which these notes are a part, and the
more detailed information contained in the accompanying product supplement. This pricing supplement, together with the
documents listed below, contains the terms of the notes and supersedes al other prior or contemporaneous oral
statements as wel as any other written materials including preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You
should careful y consider, among other things, the matters set forth in the "Risk Factors" section of the accompanying
product supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult
your investment, legal, tax, accounting and other advisers before you invest in the notes.
You may access these documents on the SEC website at www.sec.gov as fol ows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):
·
Product supplement no. 1-I dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000089109218003346/e78092_424b2.htm
·
Prospectus supplement and prospectus, each dated April 5, 2018:
http://www.sec.gov/Archives/edgar/data/19617/000095010318004508/dp87767_424b2-ps.pdf
Our Central Index Key, or CIK, on the SEC website is 19617. As used in this pricing supplement, "we," "us" and "our" refer
to JPMorgan Chase & Co.
Selected Purchase Considerations
·
PRESERVATION OF CAPITAL AT MATURITY OR UPON REDEMPTION -- We wil pay you at least the principal
amount of your notes if you hold the notes to maturity or to the Redemption Date, if any, on which we elect to cal the
notes. Because the notes are our unsecured and unsubordinated obligations, payment of any amount on the
notes is subject to our ability to pay our obligations as they become due.
·
PERIODIC INTEREST PAYMENTS -- The notes offer periodic interest payments on each Interest Payment Date at
the Interest Rate, subject to any earlier redemption, and, if the notes are redeemed on a Redemption Date that is not
an Interest Payment Date, on the applicable Redemption Date at the applicable Interest Rate. Interest, if any, wil be
paid in arrears on each Interest Payment Date occurring before any Redemption Date on which the notes are
redeemed and, if so redeemed, on that Redemption Date to the holders of record at the close of business on the
business day immediately preceding the applicable Interest Payment Date. The interest payments wil be based on
the Interest Rate listed on the cover of this pricing supplement. The yield on the notes may be less than the overal
return you would receive from a conventional debt security that you could purchase today with the same maturity as
the notes.
·
POTENTIAL PERIODIC REDEMPTION BY US AT OUR OPTION -- At our option, we may redeem the notes, in
whole but not in part, on any of the Redemption Dates set forth on the cover of this pricing supplement, at a price
equal to the principal amount being redeemed plus any accrued and unpaid interest, subject to the Business Day
Convention and the Interest Accrual Convention described on the cover of this pricing supplement and in the
accompanying product supplement. Any accrued and unpaid interest on the notes redeemed wil be paid to the person
who is the holder of record of these notes at the close of business on the business day immediately preceding the
applicable Redemption Date. Even in cases where the notes are cal ed before maturity, noteholders are not entitled to
any fees or commissions described on the front cover of this pricing supplement.
·
TAX TREATMENT -- The notes wil be treated as fixed-rate debt instruments that are expected to be issued without
original issue discount for U.S. federal income tax purposes, as described in the section entitled "Material U.S. Federal
Income Tax Consequences" in this pricing supplement. You should review that section careful y and consult your tax
adviser regarding the U.S. federal income tax consequences of an investment in the notes.
·
INSOLVENCY AND RESOLUTION CONSIDERATIONS -- The notes constitute "loss-absorbing capacity" within the
meaning of the final rules (the "TLAC rules") issued by the Board of Governors of the Federal Reserve System (the
"Federal Reserve") on December 15, 2016 regarding, among other things, the minimum levels of unsecured external
long-term debt and other loss-absorbing capacity that certain U.S. bank holding companies, including JPMorgan
Chase & Co., are required to maintain. Such debt must satisfy certain eligibility criteria under the TLAC rules. If
JPMorgan Chase & Co. were to enter into resolution, either in a proceeding under Chapter 11 of the U.S. Bankruptcy
Code or in a receivership administered by the Federal Deposit Insurance Corporation (the "FDIC") under Title II of the
Dodd-Frank Wal Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), holders of the notes and
other debt and equity securities of JPMorgan Chase & Co. wil absorb the losses of JPMorgan Chase & Co. and its
affiliates.
Under Title I of the Dodd-Frank Act and applicable rules of the Federal Reserve and the FDIC, JPMorgan Chase & Co.
is required to submit periodical y to the Federal Reserve and the FDIC a detailed plan (the "resolution plan") for the
rapid and orderly resolution of JPMorgan Chase & Co. and its material subsidiaries under the U.S. Bankruptcy Code
and other applicable insolvency laws in the event of material financial distress or failure. JPMorgan Chase & Co.'s
preferred resolution strategy under its resolution plan contemplates that only JPMorgan Chase & Co. would enter
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bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code pursuant to a "single point of entry"
recapitalization strategy. JPMorgan Chase & Co.'s subsidiaries would be recapitalized as needed so that they could
continue normal operations or subsequently
Callable Fixed Rate Notes
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be wound down in an orderly manner. As a result, JPMorgan Chase & Co.'s losses and any losses incurred by its
subsidiaries would be imposed first on holders of JPMorgan Chase & Co.'s equity securities and thereafter on
unsecured creditors, including holders of the notes and other securities of JPMorgan Chase & Co. Claims of holders of
the notes and those other debt securities would have a junior position to the claims of creditors of JPMorgan Chase &
Co.'s subsidiaries and to the claims of priority (as determined by statute) and secured creditors of JPMorgan Chase &
Co. Accordingly, in a resolution of JPMorgan Chase & Co. under Chapter 11 of the U.S. Bankruptcy Code, holders of
the notes and other debt securities of JPMorgan Chase & Co. would realize value only to the extent available to
JPMorgan Chase & Co. as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries and only after any
claims of priority and secured creditors of JPMorgan Chase & Co. have been ful y repaid. If JPMorgan Chase & Co.
were to enter into a resolution, none of JPMorgan Chase & Co., the Federal Reserve or the FDIC is obligated to fol ow
JPMorgan Chase & Co.'s preferred resolution strategy under its resolution plan.
The FDIC has similarly indicated that a single point of entry recapitalization model could be a desirable strategy to
resolve a systemical y important financial institution, such as JPMorgan Chase & Co., under Title II of the Dodd-Frank
Act ("Title II"). Pursuant to that strategy, the FDIC would use its power to create a "bridge entity" for JPMorgan Chase
& Co.; transfer the systemical y important and viable parts of JPMorgan Chase & Co.'s business, principal y the stock
of JPMorgan Chase & Co.'s main operating subsidiaries and any intercompany claims against such subsidiaries, to the
bridge entity; recapitalize those subsidiaries using assets of JPMorgan Chase & Co. that have been transferred to the
bridge entity; and exchange external debt claims against JPMorgan Chase & Co. for equity in the bridge entity. Under
this Title II resolution strategy, the value of the stock of the bridge entity that would be redistributed to holders of the
notes and other debt securities of JPMorgan Chase & Co. may not be sufficient to repay al or part of the principal
amount and interest on the notes and those other securities. To date, the FDIC has not formal y adopted a single point
of entry resolution strategy, and it is not obligated to fol ow such a strategy in a Title II resolution of JPMorgan Chase &
Co.
Callable Fixed Rate Notes
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Selected Risk Considerations
An investment in the notes involves significant risks. These risks are explained in more detail in the "Risk Factors" section
of the accompanying product supplement.
·
WE MAY CALL YOUR NOTES PRIOR TO THEIR SCHEDULED MATURITY DATE -- We may choose to cal the
notes early or choose not to cal the notes early on any Redemption Date in our sole discretion. If the notes are cal ed
early, you wil receive the principal amount of your notes plus any accrued and unpaid interest to, but excluding, the
Redemption Date. The aggregate amount that you wil receive through and including the Redemption Date wil be less
than the aggregate amount that you would have received had the notes not been cal ed early. If we cal the notes early,
your overal return may be less than the yield that the notes would have earned if you held your notes to maturity and
you may not be able to reinvest your funds at the same rate as the original notes. We may choose to cal the notes
early, for example, if U.S. interest rates decrease or do not rise significantly or if volatility of U.S. interest rates
decreases significantly.
·
CREDIT RISK OF JPMORGAN CHASE & CO. -- The notes are subject to the credit risk of JPMorgan Chase & Co.,
and our credit ratings and credit spreads may adversely affect the market value of the notes. Investors are dependent
on JPMorgan Chase & Co.'s ability to pay al amounts due on the notes. Any actual or potential change in our
creditworthiness or credit spreads, as determined by the market for taking our credit risk, is likely to adversely affect
the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to
you under the notes and you could lose your entire investment.
·
POTENTIAL CONFLICTS -- We and our affiliates play a variety of roles in connection with the issuance of the notes,
including acting as calculation agent and as an agent of the offering of the notes and hedging our obligations under the
notes. In performing these duties, our economic interests and the economic interests of the calculation agent and other
affiliates of ours are potential y adverse to your interests as an investor in the notes. In addition, our business activities,
including hedging and trading activities for our own accounts or on behalf of customers, could cause our economic
interests to be adverse to yours and could adversely affect any payment on the notes and the value of the notes. It is
possible that hedging or trading activities of ours or our affiliates in connection with the notes could result in substantial
returns for us or our affiliates while the value of the notes declines. Please refer to "Risk Factors -- Risks Relating to
Conflicts of Interest" in the accompanying product supplement for additional information about these risks.
·
REINVESTMENT RISK -- If we redeem the notes, the term of the notes may be reduced and you wil not receive
interest payments after the applicable Redemption Date. There is no guarantee that you would be able to reinvest the
proceeds from an investment in the notes at a comparable return and/or with a comparable interest rate for a similar
level of risk in the event the notes are redeemed prior to the Maturity Date.
·
CERTAIN BUILT-IN COSTS ARE LIKELY TO AFFECT ADVERSELY THE VALUE OF THE NOTES PRIOR TO
MATURITY -- While the payment at maturity described in this pricing supplement is based on the ful principal amount
of your notes, the original issue price of the notes includes the agent's commission and the estimated cost of hedging
our obligations under the notes through one or more of our affiliates. As a result, the price, if any, at which JPMS wil
be wil ing to purchase notes from you in secondary market transactions, if at al , wil likely be lower than the original
issue price and any sale prior to the Maturity Date could result in a substantial loss to you. This secondary market
price wil also be affected by a number of factors aside from the agent's commission and hedging costs, including
those referred to under "Many Economic and Market Factors Wil Impact the Value of the Notes" below.
The notes are not designed to be short-term trading instruments. Accordingly, you should be able and wil ing to hold
your notes to maturity.
·
LACK OF LIQUIDITY -- The notes wil not be listed on any securities exchange. JPMS intends to offer to purchase
the notes in the secondary market but is not required to do so. Even if there is a secondary market, it may not provide
enough liquidity to al ow you to trade or sel the notes easily. Because other dealers are not likely to make a
secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price,
if any, at which JPMS is wil ing to buy the notes.
·
MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES -- The notes wil be
affected by a number of economic and market factors that may either offset or magnify each other, including but not
limited to:
·
any actual or potential change in our creditworthiness or credit spreads;
·
the time to maturity of the notes;
·
interest and yield rates in the market general y, as wel as the volatility of those rates; and
·
the likelihood, or expectation, that the notes wil be redeemed by us, based on prevailing market interest rates or
otherwise.
Callable Fixed Rate Notes
PS-4
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Hypothetical Examples of Calculation of the Interest Payment on the Notes for an Interest Period
The fol owing examples il ustrate how the hypothetical Interest Payment for an Interest Period is calculated if we choose to
cal the notes early or choose not to cal the notes early on any Redemption Date in our sole discretion, assuming that,
except as specified below, the Day Count Fraction for the applicable Interest Period is equal to 180 / 360. The actual Day
Count Fraction for an Interest Period wil be calculated in the manner set forth in the accompanying product supplement.
The hypothetical Interest Payments in the fol owing examples are for il ustrative purposes only and may not correspond to
the actual Interest Payments for any Interest Period applicable to a purchaser of the notes. The numbers appearing in the
fol owing examples have been rounded for ease of analysis.

Example 1: If we choose to call the notes early on a Redemption Date and the Redemption Date is February 28,
2022, we wil pay you $1,000 for each $1,000 principal amount note plus any accrued and unpaid interest at the Interest
Rate of 2.50% per annum. Because the Redemption Date occurs prior to the end of the Interest Period, that Interest
Period wil now end on but excluding the Redemption Date. Therefore, assuming the Day Count Fraction for this
shortened Interest Period is 90 / 360, the interest payment per $1,000 principal amount note on the Redemption Date wil
be calculated as fol ows:

$1,000 × 2.50% × (90 / 360) = $6.25

We wil pay you a principal payment of $1,000 for each $1,000 principal amount note on the Redemption Date. Therefore,
you wil receive $1,006.25 for each $1,000 principal amount note ($1,000 of principal plus $6.25 of interest) on the
Redemption Date, but you wil not receive any further interest or principal payments from us.

Example 2: If we choose not to call the notes early on any prior Redemption Date and on the Redemption Date
corresponding to the Interest Payment Date and the Interest Payment Date is November 29, 2023, we wil pay you
any accrued and unpaid interest on the applicable Interest Payment Date at the Interest Rate of 2.50% per annum.
Therefore, the interest payment per $1,000 principal amount note wil be calculated as fol ows:

$1,000 × 2.50% × (180 / 360) = $12.50

We wil pay you an interest payment of $12.50 for each $1,000 principal amount note on that Interest Payment Date.
Because the notes have not been cal ed, you wil be entitled to receive additional interest payments until the Maturity Date
or, if the notes are redeemed earlier, the applicable Redemption Date. You wil also receive a payment of principal on the
Maturity Date or, if the notes are redeemed early, the applicable Redemption Date.

Example 3: If we choose not to call the notes prior to the Maturity Date and today is the Maturity Date, we wil pay
you $1,000 for each $1,000 principal amount note plus any accrued and unpaid interest on the Maturity Date at the Interest
Rate of 2.50% per annum. Therefore, the interest payment per $1,000 principal amount note on the Maturity Date wil be
calculated as fol ows:

$1,000 × 2.50% × (180 / 360) = $12.50

We wil pay you a principal payment of $1,000 for each $1,000 principal amount note on the Maturity Date. Therefore, you
wil receive $1,012.50 for each $1,000 principal amount note ($1,000 of principal plus $12.50 of interest) on the Maturity
Date, and you wil not receive any further interest or principal payments from us.

The hypothetical payments on these notes shown above apply only if you hold the notes for their entire term or until
earlier redemption. These hypotheticals do not reflect fees or expenses that would be associated with any sale in the
secondary market. If these fees and expenses were included, the hypothetical payments shown above would likely be
lower.

Supplemental Use of Proceeds
Notwithstanding anything to the contrary in the accompanying prospectus, we wil contribute the net proceeds that we
receive from the sale of the notes offered by this pricing supplement to our "intermediate holding company" subsidiary,
JPMorgan Chase Holdings LLC, which wil use those net proceeds for general corporate purposes. General corporate
purposes may include investments in our subsidiaries, payments of dividends to us, extensions of credit to us or our
subsidiaries or the financing of possible acquisitions or business expansion. Interest on our debt securities (including
interest on the notes offered by this pricing supplement) and dividends on our equity securities, as wel as redemptions or
repurchases of our outstanding securities, wil be made using amounts we receive as dividends or extensions of credit
from JPMorgan Chase Holdings LLC or as dividends from JPMorgan Chase Bank, N.A.
Callable Fixed Rate Notes
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Supplemental Terms of the Notes
Payment upon an Event of Default
Notwithstanding anything to the contrary in the accompanying product supplement, for purposes of "General Terms of
Notes -- Payment upon an Event of Default" in the accompanying product supplement, in case of the acceleration of the
notes upon an event of default, any accrued and unpaid interest payable upon acceleration of the notes wil be calculated
on the basis of a 360-day year and the actual number of days in the adjusted Interest Period and wil be based on the
Interest Rate.
Material U.S. Federal Income Tax Consequences
Prospective investors should note that the discussion under "Material U.S. Federal Income Tax Consequences" in
the accompanying product supplement 1-I does not apply to the notes issued under this pricing supplement and
is superseded by the following discussion.
The fol owing is a discussion of the material U.S. federal income and certain estate tax consequences of owning and
disposing of the notes, and constitutes the ful opinion of our special tax counsel, Davis Polk & Wardwel LLP. It applies to
you only if you are an initial investor who purchases a note at its issue price for cash and holds it as a capital asset within
the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").
This discussion does not address al aspects of U.S. federal income and estate taxation that may be relevant to you in light
of your particular circumstances, including alternative minimum tax consequences, the consequences to taxpayers subject
to special tax accounting rules under Section 451(b) of the Code, the potential application of the provision of the Code
known as the Medicare contribution tax and the different consequences that may apply if you are an investor subject to
special treatment under the U.S. federal income tax laws, such as:
·
a financial institution;
·
a "regulated investment company" as defined in Code Section 851;
·
a tax-exempt entity, including an "individual retirement account" or "Roth IRA" as defined in Code Section 408 or
408A, respectively;
·
a dealer in securities;
·
a person holding a note as part of a "straddle," conversion transaction or integrated transaction, or who has
entered into a "constructive sale" with respect to a note;
·
a U.S. Holder (as defined below) whose functional currency is not the U.S. dol ar;
·
a trader in securities who elects to apply a mark-to-market method of tax accounting; or
·
a partnership or other entity classified as a partnership for U.S. federal income tax purposes.
If you are a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of a partner wil
general y depend on the status of the partner and your activities.
This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and
proposed Treasury regulations as of the date hereof, changes to any of which, subsequent to the date hereof, may affect
the tax consequences described herein, possibly with retroactive effect. As the law applicable to the U.S. federal income
taxation of instruments such as the notes is technical and complex, the discussion below necessarily represents only a
general discussion. Moreover, the effects of any applicable state, local or non-U.S. tax laws are not discussed. You
should consult your tax adviser concerning the application of U.S. federal income and estate tax laws to your
particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S.
jurisdiction.
Tax Consequences to U.S. Holders
You are a "U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:
·
a citizen or individual resident of the United States;
Callable Fixed Rate Notes
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·
a corporation created or organized in or under the laws of the United States, any state therein or the District of
Columbia; or
·
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

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

You are a "Non-U.S. Holder" if for U.S. federal income tax purposes you are a beneficial owner of a note that is:
·
a nonresident alien individual;
·
a foreign corporation; or
·
a foreign estate or trust.
You are not a "Non-U.S. Holder" for purposes of this discussion if you are an individual present in the United States for 183
days or more in the taxable year of disposition of a note. In this case, you should consult your tax adviser regarding the
U.S. federal income tax consequences of the sale or exchange of a note (including early redemption or redemption at
maturity).
Subject to the discussion of "FATCA" below, income and gain from a note general y wil be exempt from U.S. federal
income tax (including withholding tax) if these amounts are not effectively connected with your conduct of a U.S. trade or
business and you provide a properly completed applicable Internal Revenue Service ("IRS") Form W-8 appropriate to your
circumstances.
If you are engaged in a U.S. trade or business, and if income or gain from a note is effectively connected with your conduct
of that trade or business (and, if an applicable income tax treaty so requires, is attributable to a permanent establishment
in the United States), although exempt from the withholding tax discussed above, you general y wil be taxed in the same
manner as a U.S. Holder with respect to that income. You wil not be subject to withholding in this case if you provide a
properly completed IRS Form W-8ECI. If this paragraph applies to you, you should consult your tax adviser with respect to
other U.S. tax consequences of owning and disposing of notes, including the possible imposition of a 30% branch profits
tax if you are a corporation.
Federal Estate Tax
If you are an individual Non-U.S. Holder or an entity the property of which is potential y includible in that individual's gross
estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the
individual has retained certain interests or powers), your notes general y wil not be treated as U.S.-situs property subject
to U.S. federal estate tax, provided that your income from the notes is not then effectively connected with your conduct of a
U.S. trade or business.
Callable Fixed Rate Notes
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Backup Withholding and Information Reporting
Interest accrued or paid on your notes and the proceeds received from a sale or exchange of your notes (including early
redemption, acceleration or redemption at maturity) wil general y be subject to information reporting unless you are an
"exempt recipient." You may also be subject to backup withholding on payments in respect of your notes unless you
provide proof of an applicable exemption or a correct taxpayer identification number and otherwise comply with applicable
requirements of the backup withholding rules. If you are a Non-U.S. Holder, you wil not be subject to backup withholding if
you provide a properly completed IRS Form W-8 appropriate to your circumstances. Amounts withheld under the backup
withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability,
provided the required information is furnished to the IRS.
FATCA
Legislation commonly referred to as "FATCA," and regulations promulgated thereunder, general y impose a 30%
withholding tax on payments to certain foreign entities (including financial intermediaries) with respect to debt instruments
such as the notes, unless various U.S. information reporting and due diligence requirements have been satisfied. An
intergovernmental agreement between the United States and the foreign entity's jurisdiction may modify these
requirements. This regime applies to payments of interest and to the payment on your notes at maturity, as wel as the
proceeds of any sale or other disposition of a note, although under recently proposed regulations (the preamble to which
specifies that taxpayers are permitted to rely on them pending finalization), no withholding wil apply to payments of gross
proceeds (other than any amount treated as interest). You should consult your tax adviser regarding the potential
application of FATCA to the notes.
The Issuer wil not pay any additional amounts with respect to any withholding tax.
YOU SHOULD CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES OF OWNING AND
DISPOSING OF NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. AND OTHER
TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. FEDERAL OR OTHER TAX LAWS.
Validity of the Notes
In the opinion of Davis Polk & Wardwel LLP, as our special products counsel, when the notes offered by this pricing
supplement have been executed and issued by us and authenticated by the trustee pursuant to the indenture, and
delivered against payment as contemplated herein, such notes wil be our valid and binding obligations, enforceable in
accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights
general y, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the
effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General
Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the indenture and its authentication of the notes and the validity, binding nature
and enforceability of the indenture with respect to the trustee, al as stated in the letter of such counsel dated March 8,
2018, which was filed as an exhibit to the Registration Statement on Form S-3 by us on March 8, 2018.
Callable Fixed Rate Notes
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