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Filed Pursuant to Rule 433

Registration No. 333-191692

Dated: May 21, 2015

Pricing Term Sheet

This term sheet supplements the information set forth under “Description of the Subordinated Notes” in the Prospectus Supplement, subject to completion, dated May 21, 2015 to the Prospectus dated October 11, 2013.

 

Issuer: JPMorgan Chase & Co.
Security: 4.950% Subordinated Notes due 2045
Ratings*: Baa1/A-/A
Currency: USD
Size: $1,750,000,000
Security Type: SEC Registered Subordinated Notes
Maturity: June 1, 2045
Coupon: 4.950%
Payment Frequency: Semi-Annually
Day Count Convention: 30/360
Benchmark Treasury: 2.500% US Treasury due February 2045
Spread to Benchmark Treasury: + 200 basis points
Benchmark Treasury Yield: 2.996%
Price to Public: 99.288% of face amount
Yield to Maturity: 4.996%
Proceeds (Before Expenses) to Issuer: $1,722,227,500 (98.413%)
Interest Payment Dates: June 1 and December 1 of each year, commencing December 1, 2015
Business Day: New York and London
Trade Date: May 21, 2015
Settlement Date: May 29, 2015 (T+5)
Denominations: $2,000 x $1,000
CUSIP/ISIN: 46625HLL2/US46625HLL23
Sole Bookrunner: J.P. Morgan Securities LLC
Co-Managers: Academy Securities, Inc.
CAVU Securities, LLC
Drexel Hamilton, LLC
Mischler Financial Group, Inc.
Multi-Bank Securities, Inc.

 

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Settlement Period: The closing will occur on May 29, 2015, which will be more than three U.S. business days after the date of this pricing term sheet. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the secondary market settle in three business days, unless the parties to a trade expressly agree otherwise.

JPMorgan Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.


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