Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209681
The information in this prospectus supplement is not complete and
may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 31,
2016
Prospectus Supplement
(To Prospectus dated April 15, 2016)
$
% Notes due
Interest payable and
Issue price:
%
The notes will mature on . Interest on the
notes will accrue from . 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, on or after
, at par plus accrued interest.
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.
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Price to Public
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Underwriting
Discounts
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Proceeds to Us
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Per Note
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%
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%
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%
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Total
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$
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$
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$
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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
, 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.
, 2016
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
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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 $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 worlds 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
Chases 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 Chases credit card issuing bank.
JPMorgan Chases principal nonbank subsidiary is J.P. Morgan Securities LLC, our U.S. investment banking firm. One of JPMorgan Chases 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 SECs 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
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 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:
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Three Months
Ended
March 31, 2016
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Year Ended December 31,
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2015
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2014
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2013
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2012
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2011
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Earnings to Fixed Charges:
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Excluding Interest on Deposits
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4.82
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5.61
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5.61
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4.34
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4.29
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3.66
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Including Interest on Deposits
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4.29
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4.89
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4.72
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3.67
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3.54
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2.94
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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.
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DESCRIPTION OF THE NOTES
The following description of the particular terms of our
% Notes due , which we refer to as the notes, supplements the description of the general terms of the debt securities set forth
under the headings Description of Debt SecuritiesGeneral and Description of Debt SecuritiesSenior 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 notes
will be initially limited to $ aggregate principal amount and will mature on
. The notes are a series of senior debt securities referred to in the attached prospectus. We have the right to issue additional
notes of such series in the future. Any such additional notes will have the same terms as the 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 notes being offered by this prospectus supplement. If issued, these additional notes will become part of the same series as the 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.
The notes will bear interest at the annual rate of %. Interest on the notes will accrue from
. We will pay interest on the notes semi-annually in arrears on
and of
each year, beginning . 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 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 notes or the stated
maturity of the 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.
If we call the notes for redemption, interest will cease to accrue on the redemption date as described below.
The notes will mature on . The
amount payable at maturity will be 100% of the principal amount of the notes, plus accrued interest to, but excluding, the maturity date. No sinking fund is provided for the notes.
We may redeem the notes, at our option, in whole at any time or in part from
time to time, on or after , 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.
If we elect to redeem the notes, 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:
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if fewer than all the outstanding notes are to be redeemed, the identification (and in the case of partial redemption, the principal amounts) of the
particular notes to be redeemed;
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CUSIP or ISIN number of the notes to be redeemed;
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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
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the place or places where the notes are to be surrendered for payment of the redemption price.
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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 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.
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 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 Clearstreams and Euroclears 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
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;
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-7
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 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-8
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.
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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.
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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:
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Underwriter
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Principal Amount
of Notes
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J.P. Morgan Securities LLC
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$
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Total
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$
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The obligations of the underwriters under the
underwriting agreement, including their agreement to purchase the notes from us, are several and not joint. Those obligations are also subject to the satisfaction of certain conditions in the underwriting agreement. The underwriters have agreed to
purchase all of the notes if any of them are purchased.
The
underwriters have advised us that they propose to offer the notes to the public at the public offering price that appears on the cover page of this prospectus supplement. After the initial public offering, the underwriters may change the public
offering price and any other selling terms.
In the underwriting
agreement, we have agreed that:
we will pay our expenses related to this offering, which we estimate will be $100,000; and
we will indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
Each underwriter has represented to us and agreed with us that it has not made and will not make an offer of the notes to the public in any member state of the European Economic Area which has implemented
the Prospectus Directive (a Relevant Member State) from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date). However, an underwriter may
make an offer of the notes to the public in that Relevant Member State at any time on or after the Relevant Implementation Date to any legal entity which is a qualified investor as defined in the Prospectus Directive to fewer than 150
natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer, or in any other
circumstances falling within Article 3(2) of the Prospectus Directive, provided that, in each case, no such offer of the notes shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of the foregoing, the expression an offer of the notes to the public in relation to any notes in any Relevant Member State means
the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Relevant
Member State by any measure
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implementing the Prospectus Directive in that Relevant Member State. The expression Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and
includes any relevant implementing measure in the Relevant Member State.
The notes may be sold only to purchasers in Canada purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions
or subsection 73.3(1) of the
Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
. Any resale of the notes must be made
in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement and the attached prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation
of the purchasers province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchasers province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts
(NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
There is currently no public trading market for the notes. In addition, we
have not applied and do not intend to apply to list the notes on any securities exchange or to have the notes quoted on a quotation system. Certain of the underwriters have advised us that they intend to make a market in the notes. However, they are
not obligated to do so and may discontinue any market-making in the notes at any time in their sole discretion. Therefore, we cannot assure you that a liquid trading market for the notes will develop, that you will be able to sell your notes at a
particular time or that the price you receive when you sell your notes will be favorable.
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.
In connection with this offering of the notes, the underwriters may engage in overallotment, stabilizing transactions and syndicate covering transactions
in accordance with Regulation M under the Securities Exchange Act of 1934. Overallotment involves sales in excess of the offering size, which create a short position for the underwriters. Stabilizing transactions involve bids to purchase the notes
in the open market for the purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover short
positions. Stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering
transactions, they may discontinue them at any time.
Certain of
the underwriters engage in transactions with and perform services for us and our subsidiaries in the ordinary course of business.
The underwriting agreement provides that the closing will occur on
, which is five business days after the date of this prospectus supplement. 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. Accordingly, purchasers who wish to trade notes on any date prior to the third
S-12
business day before delivery will be required, by virtue of the fact that the notes will settle in five business days, to specify an alternative settlement cycle at the time of any such trade to
prevent a failed settlement. Such purchasers should also consult their own advisors in this regard.
Conflicts of Interest
We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for this offering comply with the requirements of Rule 5121 of the
regulations of the Financial Industry Regulatory Authority, Inc. (FINRA) regarding a FINRA member firms underwriting of securities of an affiliate. In accordance with Rule 5121, J.P. Morgan Securities LLC may not make sales in
this offering to any discretionary account without the prior approval of the customer.
S-13
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements and managements assessment of the
effectiveness of internal control over financial reporting (which is included in Managements Report on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K of
JPMorgan Chase for the year ended December 31, 2015 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and
accounting.
With respect to the unaudited financial information
of JPMorgan Chase for the three-month periods ended March 31, 2016 and 2015 incorporated in this prospectus supplement by reference to the Quarterly Report on
Form 10-Q
of JPMorgan Chase for the quarter
ended March 31, 2016 filed with the SEC on April 29, 2016, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated
April 29, 2016, also incorporated by reference in this prospectus supplement, states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited
financial information because that report is not a report or a part of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.
LEGAL OPINIONS
Simpson Thacher & Bartlett LLP, New York, New York,
will deliver an opinion for us regarding
the validity of the notes
. Cravath, Swaine & Moore LLP, New York, New York, will provide a similar opinion for the underwriters. Cravath, Swaine & Moore LLP has represented and
continues to represent us and our subsidiaries in a substantial number of matters on a regular basis.
S-14
Prospectus
$173,638,778,550
Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Warrants
Units
Up to
$173,638,778,550, or the equivalent thereof in any other currency, of these securities may be offered from time to time, in amounts, on terms and at prices that will be determined at the time they are offered for sale. These terms and prices will be
described in more detail in one or more supplements to this prospectus, which will be distributed at the time the securities are offered. Our common stock is listed on the New York Stock Exchange under the symbol JPM. The other
securities that we may offer from time to time under this prospectus may be listed on the New York Stock Exchange or another national securities exchange, as specified in the applicable prospectus supplement.
You should read this prospectus and any supplement carefully before you invest.
See the section entitled Risk
Factors in our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q
, and
any risk factors described in an
applicable prospectus supplement,
for a discussion of risks you should
consider in connection with an investment in any of the securities offered under this prospectus.
This
prospectus may not be used to sell any of the securities unless it is accompanied by a prospectus supplement.
The securities
may be sold to or through underwriters, through dealers or agents, directly to purchasers or through a combination of these methods. If an offering of securities involves any underwriters, dealers or agents, then the applicable prospectus supplement
will name the underwriters, dealers or agents and will provide information regarding any fee, commission or discount arrangements made with those underwriters, dealers or agents.
These securities are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency.
These securities have not been approved by the Securities and Exchange Commission or any state securities commission, nor have these
organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
This
prospectus is dated April 15, 2016
TABLE OF CONTENTS
1
SUMMARY
This summary highlights selected information from this document and may not contain all of the information that is important to you. To
understand the terms of our securities, you should carefully read:
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this prospectus, which explains the general terms of the securities we may offer;
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the attached prospectus supplement, which gives the specific terms of the particular securities we are offering and may change or update information in
this prospectus; and
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the documents we have referred you to in Where You Can Find More Information About JPMorgan Chase on page 7 for information about our
company and our financial statements.
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Certain capitalized terms used in this summary are defined elsewhere
in this prospectus.
JPMorgan Chase & Co.
JPMorgan Chase & Co., which we refer to as JPMorgan Chase, we or us, is a financial holding company incorporated under Delaware law in 1968. We are 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 $250.2 billion in total stockholders equity as of March 31, 2016. To find
out how to obtain more information about us, see Where You Can Find More Information About JPMorgan Chase.
Our
principal executive offices are located at 270 Park Avenue, New York, New York 10017 and our telephone number is (212) 270-6000.
The Securities We May Offer
This prospectus is part of a registration statement (the registration statement) that we filed with the Securities and Exchange Commission (SEC) utilizing a shelf
registration process. Under this shelf process, we may offer from time to time up to $173,638,778,550, or the equivalent thereof in any other currency, of any of the following securities:
This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide a prospectus supplement that will describe the specific amounts,
prices and terms of the securities being offered. The prospectus supplement may also add to, update or change information contained in this prospectus. References to this prospectus or the prospectus supplement also means the information contained
in other documents we have filed with the SEC and have referred you to in this prospectus. If this prospectus is inconsistent with the prospectus supplement, you should rely on the prospectus supplement. You should read this prospectus, the
applicable prospectus supplement and the additional information that we refer you to, as discussed under Where You Can Find More Information About JPMorgan Chase.
2
Debt Securities
We may use this prospectus and an applicable prospectus supplement to offer our unsecured general debt obligations, which may be senior or subordinated. The senior debt securities will have the same rank
as all of our other unsecured, unsubordinated debt. The subordinated debt securities will be entitled to payment only after payment on our Senior Indebtedness, which includes the senior debt securities. For the definition of Senior
Indebtedness, see Description of Debt SecuritiesSubordinated Debt SecuritiesSubordination beginning on page 16 below.
New series of senior debt securities will be issued under an indenture between us and Deutsche Bank Trust Company Americas, as trustee. New series of subordinated debt securities will be issued under an
indenture between us and U.S. Bank Trust National Association, as trustee. We have summarized below certain general features of the debt securities from the indentures. We encourage you to read the indentures, which are exhibits to the registration
statement.
We are a holding company and conduct substantially all of our operations through subsidiaries. As a result, claims
of the holders of the debt securities will generally have a junior position to claims of creditors of our subsidiaries, except to the extent that JPMorgan Chase may be recognized, and receives payment, as a creditor of those subsidiaries. Claims of
our subsidiaries creditors other than JPMorgan Chase include substantial amounts of long-term debt, deposit liabilities, federal funds purchased, securities loaned or sold under repurchase agreements, commercial paper and other borrowed funds.
General Indenture Provisions that Apply to the Senior Debt Securities and the Subordinated Debt Securities
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Each indenture allows us to issue different types of debt securities, including indexed securities.
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Neither of the indentures limits the amount of debt securities that we may issue or provides you with any protection should there be a highly leveraged
transaction, recapitalization or restructuring involving JPMorgan Chase.
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The indentures allow us to consolidate or merge with another corporation, or to convey, transfer or lease all or substantially all of our assets to
another corporation. If one of these events occurs, the other corporation will be required to assume our responsibilities relating to the debt securities, and, except in the case of a lease, we will be released from all liabilities and obligations.
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The indentures provide that holders of a majority of the total principal amount of outstanding debt securities of any series may vote to change certain
of our obligations or certain of your rights concerning the debt securities of that series. However, to change the amount or timing of principal, interest or other payments under the debt securities of a series, every holder in the series affected
by the change must consent.
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If an event of default (as described below) occurs with respect to any series of debt securities, the trustee or holders of 25% of the outstanding
principal amount of that series may declare the principal amount of the series immediately payable. However, holders of a majority of the principal amount may rescind this action.
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General Indenture Provisions that Apply Only to Senior Debt Securities
We have agreed in the indenture applicable to the senior debt securities, which we refer to as the senior indenture, that we and our subsidiaries will not sell, assign, transfer, grant a
security interest in or otherwise dispose of the voting stock of JPMorgan Chase Bank, National Association, which we refer to as the Bank, and
3
that the Bank will not issue its voting stock, unless the sale or issuance is for fair market value and we and our subsidiaries would own at least 80% of the voting stock of the Bank following
the sale or issuance. This covenant would not prevent us from completing a merger, consolidation or sale of substantially all of our assets. In addition, this covenant would not prevent the merger or consolidation of the Bank into another domestic
bank if JPMorgan Chase and its subsidiaries would own at least 80% of the voting stock of the successor entity after the merger or consolidation.
If we satisfy certain conditions in the senior indenture, we may discharge that indenture at any time by depositing with the trustee sufficient funds or government obligations to pay the senior debt
securities when due.
Events of Default.
The senior indenture provides that the following are events of default with
respect to any series of senior debt securities:
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default in the payment of interest on any senior debt securities of that series and continuance of that default for 30 days;
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default in the payment of principal of, or premium, if any, on, any senior debt securities of that series at maturity;
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default in the deposit of any sinking fund payment on that series of senior debt securities and continuance of that default for five days;
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failure by us for 90 days after notice by the trustee or the holders of not less than 25% in principal amount of the outstanding senior debt securities
of that series to perform any of the other covenants or warranties in the senior indenture applicable to that series;
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specified events of bankruptcy, reorganization or insolvency of JPMorgan Chase or the Bank; and
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any other event of default specified with respect to senior debt securities of that series.
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Each series of senior debt securities issued prior to November 1, 2007 (A) includes additional events of default applicable in the event
that (i) we default in the payment of principal when due on JPMorgan Chase debt in excess of a specified amount or (ii) the maturity of more than a specified amount of our debt is accelerated and the acceleration is not rescinded and (B)
provides a shorter grace period for a covenant breach than provided above. Certain series of debt securities that we assumed in connection with our merger with The Bear Stearns Companies LLC (formerly known as The Bear Stearns Companies Inc.), which
we refer to as Bear Stearns, include additional events of default as well. Accordingly, the senior debt securities offered by use of this prospectus will not have the benefit of the additional events of default and shorter covenant
breach grace period applicable to some of our senior debt.
General Indenture Provisions that Apply Only to Subordinated Debt Securities
The subordinated debt securities will be subordinated to all Senior Indebtedness, which includes all of our
indebtedness for money borrowed, except indebtedness that is stated not to be senior to, or that is stated to have the same rank as, the subordinated debt securities or other securities having the same rank as or that are subordinated to the
subordinated debt securities.
Events of Default.
The indenture for the subordinated debt securities, which we refer to
as the subordinated indenture, provides that the following are events of default with respect to any series of subordinated debt securities:
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specified events of bankruptcy, reorganization or insolvency of JPMorgan Chase; and
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any other event specified with respect to subordinated debt securities of that series.
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Preferred Stock and Depositary Shares
We may use this prospectus and an applicable prospectus supplement to offer our preferred stock, par value $1 per share, in one or more
series. We will determine the dividend, voting, conversion and other rights of the series being offered, and the terms and conditions relating to the offering and sale of the series, at the time of the offer and sale. We may also issue preferred
stock that will be represented by depositary shares and depositary receipts.
Common Stock
We may use this prospectus and an applicable prospectus supplement to offer our common stock, par value $1 per share. Subject to the
rights of holders of our preferred stock, holders of our common stock are entitled to receive dividends when declared by our board of directors (which may also refer to a board committee). Each holder of common stock is entitled to one vote per
share. The holders of common stock have no preemptive rights or cumulative voting rights.
Warrants
We may use this prospectus and an applicable prospectus supplement to offer warrants for the purchase of debt securities, preferred stock
or common stock, which we refer to as securities warrants. We may also offer warrants for the cash value in U.S. dollars of the right to purchase or sell foreign or composite currencies, which we refer to as currency
warrants. We may issue warrants independently or together with other securities.
Units
We may use this prospectus and an applicable prospectus supplement to offer any combination of debt securities, preferred stock,
depositary shares, common stock and warrants issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property together as units. In the applicable prospectus supplement, we will describe the
particular combination of debt securities, preferred stock, depositary shares, common stock and warrants issued by us, or debt obligations or other securities of an entity affiliated or not affiliated with us or other property constituting any
units, and any other specific terms of the units.
Conflicts of Interest
We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for any
offering pursuant to this prospectus will comply with the requirements of Rule 5121 of the regulations of the Financial Industry Regulatory Authority (FINRA) regarding a FINRA member firms underwriting of securities of an
affiliate. In accordance with Rule 5121, J.P. Morgan Securities LLC may not make sales pursuant to this prospectus to any discretionary account without the prior approval of the customer.
5
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Our consolidated ratios of earnings to fixed charges and our consolidated ratios of earnings to combined fixed charges and preferred stock dividend requirements are as follows:
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Three Months
Ended
March 31,
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Year Ended December 31,
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2016
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2015
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2014
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2013
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2012
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2011
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Earnings to Fixed Charges:
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Excluding Interest on Deposits
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4.82
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5.61
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5.61
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4.34
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4.29
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3.66
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Including Interest on Deposits
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4.29
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4.89
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4.72
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3.67
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3.54
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2.94
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Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements:
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Excluding Interest on Deposits
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3.73
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4.26
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4.56
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3.78
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3.89
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3.36
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Including Interest on Deposits
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3.43
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3.86
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3.98
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3.28
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3.29
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2.76
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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.
6
WHERE YOU CAN FIND MORE INFORMATION
ABOUT JPMORGAN CHASE
We file annual, quarterly and current reports, proxy statements and other information with 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 SECs public reference room, 100 F Street N.E., Washington, D.C. 20549, or you can contact that office by phone: (800) SEC-0330. Please call the SEC at
1-800-SEC-0330
for further information on the 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 or any accompanying prospectus supplement.
The SEC allows us to incorporate by reference
into this 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, and later information that we file with the SEC will update and supersede this information.
We incorporate by
reference (i) the documents listed below and (ii) any future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus 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 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 and April 13, 2016; and
(c) The descriptions of our common stock contained in our Registration Statement filed under Section 12 of the
Securities Exchange Act of 1934 and any amendment or report filed for the purpose of updating that description, and any other Registration Statement on Form 8-A relating to any securities offered by this prospectus.
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
You should rely only on the information provided or incorporated
by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with any other information. We are not making an offer of securities in any state where the offer is not permitted. You should not assume that
the information in this prospectus or any prospectus supplement or any document incorporated by reference is accurate as of any date other than the date on the front of the applicable document.
7
IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS
From time to time, we have made and will make forward-looking statements. These statements can be identified by the fact that they do not
relate strictly to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal,
believe, or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations. Our disclosures in this prospectus, any prospectus supplement
and any documents incorporated by reference into this prospectus may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We also may make forward-looking statements in our other documents
filed or furnished with the SEC. In addition, our senior management may make forward-looking statements orally to analysts, investors, representatives of the media and others.
All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond our control. JPMorgan Chases actual future results may differ materially from those
set forth in our forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ from those in the forward-looking
statements:
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local, regional and global business, economic and political conditions and geopolitical events;
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changes in laws and regulatory requirements, including capital and liquidity requirements;
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changes in trade, monetary and fiscal policies and laws;
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securities and capital markets behavior, including changes in market liquidity and volatility;
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changes in investor sentiment or consumer spending or savings behavior;
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our ability to manage effectively our capital and liquidity, including approval of our capital plans by banking regulators;
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changes in credit ratings assigned to us or our subsidiaries;
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damage to our reputation;
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our ability to deal effectively with an economic slowdown or other economic or market disruption;
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technology changes instituted by us, our counterparties or competitors;
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the success of our business simplification initiatives and the effectiveness of our control agenda;
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our ability to develop new products and services, and the extent to which products or services previously sold by us (including but not limited to
mortgages and asset-backed securities) require us to incur liabilities or absorb losses not contemplated at their initiation or origination;
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our ability to address enhanced regulatory requirements affecting our businesses;
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acceptance of our new and existing products and services by the marketplace and our ability to innovate and to increase market share;
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our ability to attract and retain qualified employees;
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our ability to control expense;
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changes in the credit quality of our customers and counterparties;
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adequacy of our risk management framework, disclosure controls and procedures and internal control over financial reporting;
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adverse judicial or regulatory proceedings;
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changes in applicable accounting policies;
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our ability to determine accurate values of certain assets and liabilities;
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occurrence of natural or man-made disasters or calamities or conflicts and our ability to deal effectively with disruptions caused by the foregoing;
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our ability to maintain the security of our financial, accounting, technology, data processing and other operating systems and facilities; and
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our ability to effectively defend ourselves against cyberattacks and other attempts by unauthorized parties to access our or our customers
information or disrupt our systems.
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Additional factors that may cause future results to differ materially
from forward-looking statements can be found in portions of our periodic and current reports filed with the SEC and incorporated by reference in this prospectus. These factors include, for example, those discussed under the caption Risk
Factors in our most recent annual and quarterly reports, to which reference is hereby made.
Any forward-looking
statements made by or on behalf of us in this prospectus, any applicable prospectus supplement or in a document incorporated by reference into this prospectus speak only as of the date of this prospectus, the prospectus supplement or the document
incorporated by reference, as the case may be. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. You should, however, consult
any further disclosures of a forward-looking nature we may make in any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
9
USE OF PROCEEDS
Unless otherwise described in the applicable prospectus supplement, we will use the net proceeds we receive from the sale of the
securities offered by this prospectus and the applicable 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.
10
DESCRIPTION OF DEBT SECURITIES
General
We have
described below some general terms that may apply to the debt securities we may offer by use of this prospectus and an applicable prospectus supplement. We will describe the particular terms of any debt securities we offer to you in the prospectus
supplement relating to those debt securities.
The debt securities will be either senior debt securities or subordinated debt
securities. We will issue the senior debt securities under a senior indenture between us and Deutsche Bank Trust Company Americas, as trustee. We will issue the subordinated debt securities under a subordinated indenture between us and U.S. Bank
Trust National Association, as trustee. The debt securities and the indentures are governed by the laws of the State of New York.
The following summary is not complete. You should refer to the indentures, copies of which are exhibits to the registration statement.
The indentures do not limit the amount of debt securities that we may issue. Each of the indentures provides that we may issue debt
securities up to the principal amount we authorize from time to time. The senior debt securities will be unsecured and will have the same rank as all of our other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured
and will be subordinated and junior to all Senior Indebtedness as defined below under Subordinated Debt Securities Subordination.
We are a holding company and conduct substantially all of our operations through subsidiaries. As a result, claims of the holders of the debt securities will generally have a junior position to claims of
creditors of our subsidiaries, except to the extent that JPMorgan Chase is recognized, and receives payment, as a creditor of those subsidiaries. Claims of our subsidiaries creditors other than JPMorgan Chase include substantial amounts of
long-term debt, deposit liabilities, federal funds purchased, securities sold or loaned under repurchase agreements, commercial paper and other borrowed funds.
We may issue the debt securities in one or more separate series of senior debt securities and/or subordinated debt securities. We will specify in the prospectus supplement relating to the particular
series of debt securities being offered the particular amounts, prices and terms of those debt securities. These terms may include:
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the title and type of the debt securities;
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any limit on the aggregate principal amount or aggregate initial offering price of the debt securities;
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the purchase price of the debt securities;
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the dates on which the principal of the debt securities will be payable and the amount payable upon acceleration;
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the interest rates of the debt securities, including the interest rates, if any, applicable to overdue payments, or the method for determining those
rates, and the interest payment dates for the debt securities;
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the places where payments may be made on the debt securities;
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any mandatory or optional redemption provisions applicable to the debt securities;
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any sinking fund or similar provisions applicable to the debt securities;
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the authorized denominations of the debt securities, if other than $1,000 and integral multiples of $1,000;
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if denominated in a currency other than U.S. dollars, the currency or currencies, including composite currencies, in which payments on the debt
securities will be payable (which currencies may be different for principal, premium and interest payments);
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any conversion or exchange provisions applicable to the debt securities;
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any addition to, deletion from or change in the events of default applicable to the debt securities;
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any addition to, deletion from or change in the covenants applicable to the debt securities; and
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any other specific terms of the debt securities.
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We may issue some of the debt securities as original issue discount debt securities. Original issue discount debt securities will bear no interest or will bear interest at a below-market rate and will be
sold at a discount below their stated principal amount. The prospectus supplement will contain any special tax, accounting or other information relating to original issue discount debt securities. If we offer other kinds of debt securities,
including debt securities linked to an index or payable in currencies other than U.S. dollars, the prospectus supplement relating to those debt securities will also contain any special tax, accounting or other information relating to those debt
securities.
We will issue the debt securities only in registered form without coupons. The indentures permit us to issue debt
securities of a series in certificated form or in permanent global form. You will not be required to pay a service charge for any transfer or exchange of debt securities, but we may require payment of any taxes or other governmental charges.
We will pay principal of, and premium, if any, and interest, if any, on the debt securities at the corporate trust office of
our paying agent, The Bank of New York Mellon, in New York City. You may also make transfers or exchanges of debt securities at that location. We also have the right to pay interest on any debt securities by check mailed to the registered holders of
the debt securities at their registered addresses. In connection with any payment on a debt security, we may require the holder to certify information to JPMorgan Chase. In the absence of that certification, we may rely on any legal presumption to
enable us to determine our responsibilities, if any, to deduct or withhold taxes, assessments or governmental charges from the payment.
The indentures do not limit our ability to enter into a highly leveraged transaction or provide you with any special protection in the event of such a transaction. In addition, neither of the indentures
provides special protection in the event of a sudden or dramatic decline in our credit quality resulting from a takeover, recapitalization or similar restructuring of JPMorgan Chase.
We may issue debt securities upon the exercise of securities warrants or upon exchange or conversion of exchangeable or convertible debt
securities. The prospectus supplement will describe the specific terms of any of those securities warrants or exchangeable or convertible securities. It will also describe the specific terms of the debt securities or other securities issuable upon
the exercise, exchange or conversion of those securities. See Description of Securities Warrants below.
Each of
the indentures contains a provision that, if made applicable to any series of senior or subordinated debt securities, respectively, permits us to elect:
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defeasance, which would discharge us from all of our obligations (subject to limited exceptions) with respect to any debt securities of that series
then outstanding, and/or
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covenant defeasance, which would release us from our obligations under specified covenants, including, with respect to any series of senior securities,
the covenant described under Senior Debt SecuritiesLimitation on Disposition of Stock of the Bank, and the consequences of the occurrence of an event of default resulting from a breach of those covenants.
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To make either of the above elections, we must deposit in trust with the respective trustee
money and/or U.S. government obligations (as defined below) which, through the payment of principal and interest in accordance with their terms, will provide sufficient money, without reinvestment, to repay in full those senior or subordinated debt
securities, as the case may be. As used in the indentures, U.S. government obligations are: (1) direct obligations of the United States or of an agency or instrumentality of the United States, in either case that are, or are guaranteed
as, full faith and credit obligations of the United States and that are not redeemable by the issuer; and (2) certain depositary receipts with respect to an obligation referred to in clause (1).
As a condition to defeasance or covenant defeasance, we must deliver to the trustee an opinion of counsel that the holders of the senior
or subordinated debt securities, as the case may be, will not recognize income, gain, or loss for federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if defeasance or covenant defeasance had not occurred. That opinion, in the case of defeasance but not covenant defeasance, must refer to and be based upon a ruling received by us from
the Internal Revenue Service or published as a revenue ruling or be based upon a change in applicable federal income tax law.
If we exercise our covenant defeasance option with respect to a particular series of debt securities, then even if there were a default
under the defeased covenant, payment of those debt securities could not be accelerated. We may exercise our defeasance option with respect to a particular series of debt securities even if we previously had exercised our covenant defeasance option.
If we exercise our defeasance option, payment of those debt securities may not be accelerated because of any event of default. If we exercise our covenant defeasance option and an acceleration were to occur, the realizable value at the acceleration
date of the money and U.S. government obligations in the defeasance trust could be less than the principal and interest then due on those debt securities. This is because the required deposit of money and/or U.S. government obligations in the
defeasance trust is based upon scheduled cash flows rather than market value, which will vary depending upon interest rates and other factors.
We and the trustees may modify either indenture with the consent of the holders of not less than a majority in principal amount of each series of outstanding debt securities affected by the modification.
However, without the consent of each affected holder, no such modification may:
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change the stated maturity of any debt security;
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reduce the principal amount of, or premium, if any, on, any debt security;
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change the rate or method of computation of the interest on any debt security;
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reduce the amount of the principal of an original issue discount debt security that would be due and payable upon a declaration of acceleration of the
maturity thereof;
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reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;
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change the currency or currencies in which any debt security is payable;
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impair the right to institute suit for the enforcement of any payment on a debt security on or after the stated maturity thereof (or, in the case of
redemption, on or after the redemption date);
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reduce the percentage of holders of outstanding debt securities of any series required to consent to any modification, amendment or any waiver under
the applicable indenture; or
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change the provisions in the applicable indenture that relate to its modification or amendment.
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In addition, we and the trustees may amend either indenture without the consent of the
holders of debt securities of any series for any of the following purposes:
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to evidence the succession of another company to us;
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to add to our covenants or to surrender any right or power conferred upon us;
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to add any additional events of default;
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to permit or facilitate the issuance of debt securities in bearer form, certificated form or global form;
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to add to, change or eliminate any of the provisions of the applicable indenture in respect of all or any series of debt securities, provided that any
such addition, change or elimination will neither (i) apply to any debt security issued prior to the execution of such amendment and entitled to the benefit of such provision nor (ii) modify the rights of the holders of any such debt securities with
respect to such provision;
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to conform the text of the applicable indenture or any debt securities to any provision of the Description of Debt Securities in this
prospectus or a similarly captioned section in any applicable prospectus supplement relating to the offering of debt securities;
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to provide security for or a guarantee of any series of debt securities;
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to establish the form or terms of any series of debt securities;
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to provide for successor trustees or the appointment of more than one trustee; or
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to cure any ambiguity, to correct or supplement any provision of the applicable indenture which may be inconsistent with any other provision thereof,
or to make any other provisions as we may deem necessary or desirable, provided such amendment does not adversely affect the interests of the holders of any series of debt securities in any material respect.
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We may, without the consent of the holders of any debt securities, consolidate or merge with any other person or convey, transfer or
lease all or substantially all of our assets to another person or permit another corporation to merge into JPMorgan Chase, provided that:
(1) the successor is a corporation organized under U.S. laws;
(2) the successor,
if not us, assumes our obligations on the debt securities and under the indentures;
(3) after giving effect to the
transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and
(4) other specified conditions are met.
Senior Debt Securities
The senior debt securities will be direct, unsecured general obligations of JPMorgan Chase and will constitute Senior Indebtedness of
JPMorgan Chase. For a definition of Senior Indebtedness, see Subordinated Debt Securities Subordination below.
Limitation on Disposition of Stock of the Bank.
Unless otherwise specified in the prospectus supplement relating to a particular series of debt securities, the senior indenture contains a covenant
by us that, so long as any of the senior debt securities are outstanding, neither we nor any Intermediate Subsidiary (as defined below) will sell, assign, grant a security interest in or otherwise dispose of any shares of voting stock of the Bank,
or any securities convertible into, or options, warrants or rights to purchase shares of voting stock of the Bank, except to JPMorgan Chase or an Intermediate Subsidiary. In addition, the covenant provides that neither we nor any Intermediate
Subsidiary will permit the Bank to issue any shares of its voting stock, or securities convertible into, or options, warrants or rights to purchase shares of its voting stock, nor will we permit any Intermediate Subsidiary that owns any shares of
voting stock of the Bank, or securities convertible into, or options, warrants or rights to purchase shares of the Banks voting stock, to cease to be an Intermediate Subsidiary.
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The above covenant is subject to our rights in connection with a consolidation or merger of
JPMorgan Chase with another person or a conveyance, transfer or lease of all or substantially all of our assets to another person. The covenant also will not apply if both:
(1) the disposition in question is made for fair market value, as determined by the board of directors of JPMorgan Chase
or the Intermediate Subsidiary; and
(2) after giving effect to the disposition, we and any one or more of our
Intermediate Subsidiaries will collectively own at least 80% of the issued and outstanding voting stock of the Bank or any successor to the Bank, free and clear of any security interest.
The above covenant also does not restrict the Bank from being consolidated with or merged into another domestic banking institution if,
after the merger or consolidation, (A) JPMorgan Chase, or its successor, and any one or more Intermediate Subsidiaries own at least 80% of the voting stock of the resulting bank and (B) treating for purposes of the indenture the resulting bank as
the Bank, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have happened and be continuing.
The senior indenture defines an Intermediate Subsidiary as a subsidiary (1) that is organized under the laws of any domestic jurisdiction and (2) of which all the shares of capital stock, and
all securities convertible into, and options, warrants and rights to purchase shares of capital stock, are owned directly by JPMorgan Chase, free and clear of any security interest. As used above, voting stock means a class of stock
having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees irrespective of the happening of a contingency.
Defaults and Waivers.
Unless otherwise specified in the prospectus supplement relating to a particular series of debt securities,
the senior indenture defines an event of default with respect to any series of senior debt securities as any one of the following events:
(1) default in the payment of interest on any senior debt securities of that series and continuance of that default for 30 days;
(2) default in the payment of principal of, or premium, if any, on, any senior debt securities of that series at maturity;
(3) default in the deposit of any sinking fund payment on that series of senior debt securities and
continuance of that default for five days;
(4) failure by us for 90 days after notice by the trustee or the
holders of not less than 25% in principal amount of the outstanding senior debt securities of that series to perform any of the other covenants or warranties in the senior indenture applicable to that series;
(5) specified events of bankruptcy, insolvency or reorganization of JPMorgan Chase or the Bank; and
(6) any other event of default specified with respect to senior debt securities of that series.
Each series of our senior debt securities created prior to November 1, 2007 (A) includes additional events of default applicable in the
event that (i) we default in the payment of principal when due on JPMorgan Chase debt in excess of a specified amount or (ii) the maturity of more than a specified amount of our debt is accelerated and the acceleration is not rescinded and
(B) provides a shorter grace period for a covenant breach than provided above.
Certain series of debt securities that we assumed in connection with our merger with Bear Stearns include additional events of default as well. Accordingly, new
series of senior debt securities offered by use of this prospectus will not have the benefit of the additional events of default and shorter covenant breach grace period applicable to some of our senior debt securities.
If any event of default with respect to senior debt securities of any series occurs and is continuing, either the trustee or the holders
of not less than 25% in principal amount of the outstanding senior debt securities of that
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series may declare the principal amount (or, if the senior debt securities of that series are original issue discount senior debt securities, a specified portion of the principal amount) of all
senior debt securities of that series to be due and payable immediately. No such declaration is required upon certain specified events of bankruptcy, reorganization or insolvency. Subject to the conditions set forth in the indenture, the holders of
a majority in principal amount of the outstanding senior debt securities of that series may annul the declaration and waive past defaults, except uncured payment defaults and other specified defaults.
We will describe in the prospectus supplement any particular provisions relating to the acceleration of the maturity of a portion of the
principal amount of original issue discount senior debt securities upon an event of default.
The senior indenture requires
the trustee, within 90 days after the occurrence of a default known to it with respect to any outstanding series of senior debt securities, to give the holders of that series notice of the default if uncured or not waived. The trustee may withhold
the notice if it determines in good faith that the withholding of the notice is in the interest of those holders. However, the trustee may not withhold the notice in the case of a default in the payment of principal, interest or any sinking or
purchase fund installment. The trustee may not give the above notice until at least 60 days after the occurrence of a default in the performance of a covenant in the senior indenture, other than a covenant to make payment. The term
default for the purpose of this provision means any event that is, or after notice or lapse of time or both would become, an event of default with respect to senior debt securities of that series.
Other than the duty to act with the required standard of care during a default, the trustee is not obligated to exercise any of its
rights or powers under the senior indenture at the request or direction of any of the holders of senior debt securities, unless the holders have offered to the trustee reasonable security or indemnity. The senior indenture provides that the holders
of a majority in principal amount of outstanding senior debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee for that series, or exercising any trust or other power
conferred on the trustee. However, the trustee may decline to act if the direction is contrary to law or the senior indenture and the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction.
The senior indenture includes a covenant requiring us to file annually with the trustee a certificate of no default, or
specifying any default that exists.
Subordinated Debt Securities
The subordinated debt securities will be direct, unsecured general obligations of JPMorgan Chase. The subordinated debt securities will be
subordinate and junior in right of payment to all Senior Indebtedness.
Unless otherwise provided in the prospectus supplement
relating to a particular series of subordinated debt securities, holders of the subordinated debt securities may not accelerate the maturity of the subordinated debt securities, except in the event of our bankruptcy, reorganization or insolvency,
and may not accelerate the subordinated debt securities if we fail to pay principal or interest or fail to perform any other agreement in the subordinated debt securities or the subordinated indenture. See Defaults and Waivers
below.
Subordination.
The subordinated debt securities will be subordinate and junior in right of payment to all
Senior Indebtedness whether outstanding on the date the subordinated indenture became effective or created, assumed or incurred after that date.
The subordinated indenture defines Senior Indebtedness to mean the principal of, and premium, if any, and interest on all of our indebtedness for money borrowed, including all indebtedness for
money borrowed by another person that we guarantee; similar obligations arising from off-balance sheet guarantees and direct credit substitutes; all obligations for claims in respect of derivative products such as interest rate and foreign exchange
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contracts, commodity contracts and similar arrangements; and any deferrals, renewals or extensions of any of the foregoing. However, Senior Indebtedness does not include indebtedness that is
stated not to be senior to or to have the same rank as the subordinated debt securities or other securities having the same rank as or that are subordinated to the subordinated debt securities. In particular, Senior Indebtedness does not include (A)
the subordinated notes issued under the subordinated indenture, (B) the subordinated indebtedness issued under the amended and restated indenture, dated as of December 15, 1992, as amended, between us and U.S. Bank Trust National Association,
as trustee, (C) the subordinated indebtedness issued under the indenture, dated as of October 21, 2010, between us and U.S. Bank Trust National Association, as trustee, and (D) other debt of JPMorgan Chase that is expressly stated to have the same
rank as or not to rank senior to the subordinated debt securities or other securities having the same rank as or that are subordinated to the subordinated debt securities.
Under the subordinated indenture, we may not make any payment on the subordinated debt securities in the event:
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we have failed to make full payment of all amounts of principal, and premium, if any, and interest, if any, due on all Senior Indebtedness; or
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there shall exist any event of default on any Senior Indebtedness permitting the holders thereof to accelerate the maturity thereof or any event which,
with notice or lapse of time or both, would become such an event of default.
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In addition, upon our
dissolution, winding-up, liquidation or reorganization (whether in bankruptcy, insolvency or receivership proceedings or otherwise) we must pay to the holders of Senior Indebtedness the full amounts of principal of, and premium, if any, and
interest, if any, on the Senior Indebtedness before any payment or distribution is made on the subordinated debt securities.
No series of our subordinated debt securities (other than our junior subordinated indebtedness and our Capital Efficient Notes issued in
connection with the issuance of securities by our capital trust subsidiaries) is subordinated to any other series of subordinated debt securities or to any other subordinated indebtedness of JPMorgan Chase referred to above. However, due to the
subordination provisions of the various series of subordinated indebtedness issued by us and our predecessor institutions, in the event of our dissolution, winding-up, liquidation, reorganization or insolvency, holders of the subordinated debt
securities that may be offered by use of this prospectus and an applicable prospectus supplement may recover less, ratably, than holders of some of our other series of outstanding subordinated indebtedness and more, ratably, than holders of other
series of our outstanding subordinated indebtedness.
In addition, holders of the subordinated debt securities 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.
No Limitation on Disposition of Voting Stock of the Bank.
The subordinated
indenture does not contain a covenant prohibiting us from selling or otherwise disposing of any shares of voting stock of the Bank, or securities convertible into, or options, warrants or rights to purchase shares of voting stock of the Bank. The
subordinated indenture also does not prohibit the Bank from issuing any shares of its voting stock or securities convertible into, or options, warrants or rights to purchase shares of its voting stock.
Defaults and Waivers.
Unless otherwise specified in the prospectus supplement relating to a particular series of debt securities,
the subordinated indenture defines an event of default with respect to any series of subordinated debt securities as follows:
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specified events of bankruptcy, reorganization or insolvency of JPMorgan Chase;
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any other event specified with respect to subordinated debt securities of that series.
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If any event of default with respect to subordinated debt securities of any series occurs
and is continuing, either the trustee or the holders of not less than 25% in principal amount of the outstanding subordinated debt securities of that series may declare the principal amount (or, if the subordinated debt securities of that series are
original issue discount subordinated debt securities, a specified portion of the principal amount) of all subordinated debt securities of that series to be due and payable immediately. No such declaration is required upon certain specified events of
bankruptcy, reorganization or insolvency. Subject to the conditions set forth in the subordinated indenture, the holders of a majority in principal amount of the outstanding subordinated debt securities of that series may annul the declaration and
waive past defaults, except uncured payment defaults.
We will describe in the prospectus supplement any particular provisions
relating to the acceleration of the maturity of a portion of the principal amount of original issue discount subordinated debt securities upon an event of default. In the event of the bankruptcy, liquidation, reorganization or insolvency of JPMorgan
Chase, any right to enforce that payment in cash would be subject to the broad equity powers of a federal bankruptcy court and to its determination of the nature and status of the payment claims of the holders of the subordinated debt securities.
Unless otherwise provided in the prospectus supplement relating to a particular series of subordinated debt securities, there
will be no right of acceleration of the payment of principal of the subordinated debt securities of that series upon a default in the payment of principal or interest or a default in the performance of any covenant or agreement in the subordinated
debt securities or the subordinated indenture. In the event of a default in the payment of principal or interest or a default in the performance of any covenant or agreement in the subordinated debt securities or the subordinated indenture,
the trustee may, subject to specified limitations and conditions, seek to enforce that payment or the performance of that covenant or agreement.
The subordinated indenture requires the trustee, within 90 days after the occurrence of a default known to it with respect to any outstanding series of subordinated debt securities, to give the holders of
that series notice of the default if uncured or not waived. The trustee may withhold the notice if it determines in good faith that the withholding of the notice is in the interest of those holders. However, the trustee may not withhold the notice
in the case of a payment default. The term default for the purpose of this provision means any event that is, or after notice or lapse of time or both would become, an event of default with respect to subordinated debt securities of that
series.
Other than the duty to act with the required standard of care during a default, the trustee is not obligated to
exercise any of its rights or powers under the subordinated indenture at the request or direction of any of the holders of subordinated debt securities, unless the holders have offered to the trustee reasonable security or indemnity. The
subordinated indenture provides that the holders of a majority in principal amount of outstanding subordinated debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee
for that series, or exercising any trust or other power conferred on the trustee. However, the trustee may decline to act if the direction is contrary to law or the subordinated indenture and the trustee may take any other action deemed proper by
the trustee which is not inconsistent with such direction.
The subordinated indenture includes a covenant requiring us to
file annually with the trustee a certificate of no default, or specifying any default that exists.
Information Concerning The Trustees
We and our subsidiaries may maintain deposits or conduct other banking transactions with the trustees under the senior
indenture and the subordinated indenture in the ordinary course of business. Deutsche Bank Trust Company Americas is a trustee under certain of our existing indentures pursuant to which we have issued and outstanding series of senior debt
securities. U.S. Bank Trust National Association is a trustee under certain of our existing indentures pursuant to which we have issued and outstanding series of subordinated debt securities.
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DESCRIPTION OF PREFERRED STOCK
General
Under our
certificate of incorporation, our board of directors is authorized, without further stockholder action, to issue up to 200,000,000 shares of preferred stock, $1 par value per share, in one or more series, and to determine the voting powers and the
designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series. We may amend our certificate of incorporation to increase or decrease the number of authorized
shares of preferred stock in a manner permitted by our certificate of incorporation and the Delaware General Corporation Law (DGCL). As of the date of this prospectus, we have the following issued and outstanding series of preferred
stock, the terms of each of which we summarize below:
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I;
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5.50% Non-Cumulative Preferred Stock, Series O;
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5.45% Non-Cumulative Preferred Stock, Series P;
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q;
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series R;
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S;
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6.70% Non-Cumulative Preferred Stock, Series T;
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U;
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V;
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6.30% Non-Cumulative Preferred Stock, Series W;
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series X;
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6.125% Non-Cumulative Preferred Stock, Series Y;
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z;
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6.10% Non-Cumulative Preferred Stock, Series AA; and
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6.15% Non-Cumulative Preferred Stock, Series BB.
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We will describe the particular terms of any series of preferred stock being offered in the prospectus supplement relating to that series of preferred stock. Those terms may include:
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the number of shares being offered;
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the title and liquidation preference per share;
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the dividend rate or method for determining that rate;
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the dates on which dividends will be paid;
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whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will begin to accumulate;
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any applicable redemption or sinking fund provisions;
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any applicable conversion provisions;
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whether we have elected to offer depositary shares representing that series of preferred stock; and
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any additional dividend, liquidation, redemption, sinking fund and other rights and restrictions applicable to that series of preferred stock.
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If the terms of any series of preferred stock being offered differ from the terms set forth
below, we will also disclose those different terms in the prospectus supplement relating to that series of preferred stock. The following summary is not complete. You should also refer to our certificate of incorporation and to the certificate of
designations relating to the series of the preferred stock being offered for the complete terms of that series of preferred stock. A form of certificate of designations is filed as an exhibit to the registration statement. We will file the
certificate of designations with respect to the particular series of preferred stock being offered with the SEC promptly after the offering of that series of preferred stock.
The preferred stock will, when issued against full payment of the purchase price relating to a series of preferred stock, be fully paid and nonassessable. Unless otherwise specified in the prospectus
supplement, in the event we liquidate, dissolve or wind-up our business, each series of preferred stock being offered will have the same rank as to dividends and distributions as our currently outstanding preferred stock and each other series of
preferred stock we may offer in the future by use of this prospectus and an applicable prospectus supplement. The preferred stock will have no preemptive rights.
Dividend Rights
Holders of the preferred stock offered by use of this
prospectus and an applicable prospectus supplement will be entitled to receive, when, as and if declared by our board of directors or any duly authorized committee of our board, cash dividends at the rates and on the dates set forth in the
prospectus supplement. Dividend rates may be fixed or variable or both. Different series of preferred stock may be entitled to dividends at different dividend rates or based upon different methods of determination. We will pay each dividend to the
holders of record as they appear on our stock register (or, if applicable, the records of the depositary referred to under Description of Depositary Shares) on record dates determined by our board of directors or a duly authorized
committee of our board. Dividends on any series of preferred stock may be cumulative or noncumulative, as specified in the prospectus supplement. If a dividend is not declared on any series of preferred stock for which dividends are noncumulative,
then your right to receive that dividend will be lost, and we will have no obligation to pay the dividend for that dividend period, whether or not dividends are declared for any future dividend period.
Unless otherwise specified in the applicable prospectus supplement, each series of preferred stock that we offer by use of this
prospectus and an applicable prospectus supplement will provide that we may not declare or pay or set aside for payment full dividends on any series of preferred stock ranking, as to dividends, equally with or junior to the series of preferred stock
we are offering unless we have previously declared and paid or set aside for payment, or we contemporaneously declare and pay or set aside for payment, full dividends (including cumulative dividends still owing, if any) on the series of preferred
stock we are offering for, in the case of a series of noncumulative preferred stock, the most recently completed dividend period, or, in the case of a series of cumulative preferred stock, all past dividend periods. If we fail to pay dividends in
full as stated above, we may only declare dividends on equally ranking series of preferred stock pro rata so that the amount of dividends declared per share on the series of preferred stock we are offering and the equally ranking series bear to each
other the same ratio that accumulated and unpaid dividends per share on the series being offered and the other series bear to each other. We will not pay interest or any sum of money instead of interest in respect of any dividend that is not
declared, or if declared is not paid, on any series of preferred stock we are offering.
Unless otherwise specified in the
applicable prospectus supplement, the preferred stock we offer by use of this prospectus and an applicable prospectus supplement will also provide that, unless we have paid or declared and set aside
a sum sufficient for the payment thereof,
in the case of a series of noncumulative preferred stock, full dividends on all outstanding shares of that preferred stock in respect of the most recently completed dividend period, or, in the case of a series of cumulative preferred stock, full
dividends, including cumulative dividends, if any, owing on that preferred stock for all past dividend periods:
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no dividend (other than a dividend in common stock or in any junior or equally ranking stock as to dividends and upon liquidation, dissolution or
winding-up) will be declared or paid or a sum sufficient for the payment thereof set aside for such payment or other distribution declared or made upon our
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common stock or upon any junior or equally ranking stock as to dividends or upon liquidation, dissolution or winding-up, and
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no common stock or other any junior or equally ranking stock as to dividends or upon liquidation, dissolution or winding-up will be redeemed, purchased
or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such capital stock) by us, except
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(1)
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by conversion into or exchange for capital stock ranking junior to the preferred stock being offered;
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(2)
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as a result of reclassification into capital stock ranking junior to the preferred stock being offered;
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(3)
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through the use of the proceeds of a substantially contemporaneous sale of shares of capital stock ranking junior to the preferred stock being offered or, in the case
of capital stock ranking on a parity with the preferred stock being offered, through the use of the proceeds of a substantially contemporaneous sale of other shares of capital stock ranking on a parity with the preferred stock being offered;
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(4)
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in the case of capital stock ranking on a parity with the preferred stock being offered, pursuant to pro rata offers to purchase all or a pro rata portion of the shares
of preferred stock being offered and such capital stock ranking on a parity with the preferred stock being offered;
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(5)
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in connection with the satisfaction of our obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the most recently
completed dividend period; or
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(6)
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any purchase, redemption or other acquisition of capital stock ranking junior to the preferred stock being offered pursuant to any of our or our subsidiaries
employee, consultant or director incentive or benefit plans or arrangements (including any employment, severance or consulting arrangements) adopted before or after the issuance of the preferred stock being offered).
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However, the foregoing will not restrict the ability of us or any of our affiliates to engage in underwriting, stabilization,
market-making or similar transactions in our capital stock in the ordinary course of business. Subject to the conditions described above, and not otherwise, dividends (payable in cash, capital stock, or otherwise), as may be determined by our board
of directors or a duly authorized committee of our board, may be declared and paid on our common stock and any other capital stock ranking junior to or on a parity with the preferred stock being offered from time to time out of any assets legally
available for such payment, and the holders of the preferred stock being offered will not be entitled to participate in those dividends.
As used in this prospectus, junior to the preferred stock being offered and like terms refer to our common stock and any other class or series of our capital stock over which the preferred
stock being offered has preference or priority, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the context may require; parity preferred stock and on a parity with the preferred stock being
offered and like terms refer to any class or series of our capital stock that ranks on a parity with the shares of the preferred stock being offered, either as to dividends or upon liquidation, dissolution or winding-up, or both, as the
context may require; and senior to the preferred stock being offered and like terms refer to any class or series of our capital stock that ranks senior to the preferred stock being offered, either as to dividends or upon liquidation,
dissolution or winding-up, or both, as the context may require.
Unless otherwise specified in the applicable prospectus
supplement, we will compute the amount of dividends payable by annualizing the applicable dividend rate and dividing by the number of dividend periods in a year, except that the amount of dividends payable for any period greater or less than a full
dividend period, other than the initial dividend period, will be computed on the basis of a 360-day year consisting of twelve
30-day
months and, for any period less than a full month, the actual number of days
elapsed in the period. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward.
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Rights Upon Liquidation
In the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of each series of preferred stock that we offer by use of this prospectus and an applicable prospectus
supplement will be entitled to receive and to be paid out of our assets legally available for distribution to our stockholders the amount set forth in the prospectus supplement plus, in the case of a series of noncumulative preferred stock, an
amount equal to any declared and unpaid dividends, without accumulation of undeclared dividends, if any, from the day following the immediately preceding dividend payment date, to, but not including, the date of the liquidating distribution, but
without accumulation of any unpaid dividends for prior dividend periods, or, in the case of a series of cumulative preferred stock, an amount equal to any accumulated and unpaid dividends, whether or not declared, before we make any payment or
distribution on our common stock or on any other capital stock ranking junior to the preferred stock offered by use of this prospectus and an applicable prospectus supplement, and any stock having the same rank as that series of preferred stock upon
our liquidation, dissolution or winding-up. After the payment to such holders of the full preferential amounts to which they are entitled, such holders will have no right or claim to any of our remaining assets.
If, upon our voluntary or involuntary liquidation, dissolution or winding-up, we fail to pay in full the amounts payable with respect to
preferred stock offered by use of this prospectus and an applicable prospectus supplement, and any stock having the same rank as that series of preferred stock, the holders of the preferred stock and of that other stock will share ratably in any
such distribution of our assets in proportion to the full respective distributions to which they are entitled. For any series of preferred stock offered by use of this prospectus and an applicable prospectus supplement, neither the sale of all or
substantially all of our property or business, nor our merger or consolidation into or with any other entity will be considered a liquidation, dissolution or winding-up.
Redemption
The applicable prospectus supplement will indicate whether the
series of preferred stock offered by use of this prospectus and the applicable prospectus supplement is subject to redemption, in whole or in part, whether at our option or mandatorily and whether or not pursuant to a sinking fund. The redemption
provisions that may apply to a series of preferred stock offered, including the redemption dates, the redemption prices for that series and whether those redemption prices will be paid in cash, stock or a combination of cash and stock, will be set
forth in the prospectus supplement. If the redemption price is to be paid only from the proceeds of the sale of our capital stock, the terms of the series of preferred stock may also provide that, if our capital stock is not sold or if the amount of
cash received is insufficient to pay in full the redemption price then due, the series of preferred stock will automatically be converted into shares of the applicable capital stock pursuant to conversion provisions specified in the prospectus
supplement.
If we are redeeming fewer than all the outstanding shares of preferred stock of any series, whether by mandatory
or optional redemption, our board of directors or any duly authorized committee of our board will determine the method for selecting the shares to be redeemed, which may be by lot or pro rata or in such other manner as the board of directors or any
duly authorized committee of our board determines to be equitable. From and after the redemption date, dividends will cease to accumulate on the shares of preferred stock called for redemption up to the redemption date and all rights of the holders
of those shares, except the right to receive the redemption price, will cease.
In the event that we fail to pay full
dividends, including accumulated but unpaid dividends, if any, on any series of preferred stock offered, we may not redeem that series in part and we may not purchase or acquire any shares of that series of preferred stock, except by a purchase or
exchange offer made on the same terms to all holders of that series of preferred stock.
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Conversion Rights
The prospectus supplement will state the terms, if any, on which shares of the series of preferred stock offered by use of this prospectus and an applicable prospectus supplement are convertible into
shares of our common stock or other securities. As described under Redemption above, under certain circumstances, preferred stock may be mandatorily convertible into our common stock or another series of our preferred stock.
Voting Rights
Except as indicated below or in the applicable prospectus supplement, or except as expressly required by applicable law, the holders of
the preferred stock offered by use of this prospectus and an applicable prospectus supplement will not be entitled to vote. Unless otherwise indicated in the prospectus supplement, each share of preferred stock of each series will be entitled to one
vote on matters on which holders of that series of preferred stock are entitled to vote. However, as more fully described under Description of Depositary Shares, if we use this prospectus and an applicable prospectus supplement to offer
depositary shares representing a fractional interest in a share of a series of preferred stock, each depositary share, in effect, will be entitled to that fraction of a vote, rather than a full vote. If (unless otherwise indicated in the prospectus
supplement) each full share of any series of preferred stock offered is entitled to one vote, the voting power of that series will depend on the number of shares in that series, and not on the aggregate liquidation preference or initial offering
price of the shares of that series of preferred stock.
Unless otherwise specified in a prospectus supplement, if, at any time
or times, the equivalent of an aggregate of six quarterly dividends, whether or not consecutive, for any series of preferred stock being offered has not been paid, the number of directors constituting our board of directors will be automatically
increased by two and the holders of each outstanding series of preferred stock with such voting rights, together with holders of such other shares of any other class or series of parity preferred stock outstanding at the time upon which like voting
rights have been conferred and are exercisable, which we refer to as voting parity stock, voting together as a class, will be entitled to elect those additional two directors, which we refer to as preferred directors, at that
annual meeting and at each subsequent annual meeting of stockholders until full dividends have been paid for at least four quarterly consecutive dividend periods. At that time such right will terminate, except as expressly provided in the applicable
certificate of designations or by law, subject to revesting. Upon any termination of the right of the holders of shares of preferred stock being offered and voting parity stock as a class to vote for directors as provided above, the preferred
directors will cease to be qualified as directors, the term of office of all preferred directors then in office will terminate immediately and the authorized number of directors will be reduced by the number of preferred directors elected. Any
preferred director may be removed and replaced at any time, with cause as provided by law or without cause by the affirmative vote of the holders of shares of preferred stock voting together as a class with the holders of shares of voting parity
stock, to the extent the voting rights of such holders described above are then exercisable. Any vacancy created by removal with or without cause may be filled only as described in the preceding sentence. If the office of any preferred director
becomes vacant for any reason other than removal, the remaining preferred director may choose a successor who will hold office for the unexpired term in respect of which such vacancy occurred.
So long as any shares of the preferred stock being offered remain outstanding, we will not, without the affirmative vote of the holders
of at least 66 2/3% in voting power of the preferred stock being offered and any voting parity stock, voting together as a class, authorize, create or issue any capital stock ranking senior to the preferred stock being offered as to dividends or
upon liquidation, dissolution or winding-up, or reclassify any authorized capital stock into any such shares of such capital stock or issue any obligation or security convertible into or evidencing the right to purchase any such shares of capital
stock. So long as any shares of the preferred stock being offered remain outstanding, we will not, without the affirmative vote of the holders of at least 66 2/3% in voting power of the preferred stock being offered, amend, alter or repeal any
provision of the applicable certificate of designations or our certificate of incorporation, including by merger, consolidation or otherwise, so as to adversely affect the powers, preferences or special rights of the preferred stock being offered.
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Notwithstanding the foregoing, none of the following will be deemed to adversely affect the
powers, preferences or special rights of the preferred stock being offered:
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any increase in the amount of authorized common stock or authorized preferred stock, or any increase or decrease in the number of shares of any series
of preferred stock, or the authorization, creation and issuance of other classes or series of capital stock, in each case ranking on a parity with or junior to the preferred stock being offered as to dividends or upon liquidation, dissolution or
winding-up;
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a merger or consolidation of us with or into another entity in which the shares of the preferred stock being offered remain outstanding; and
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a merger or consolidation of us with or into another entity in which the shares of the preferred stock being offered are converted into or exchanged
for preference securities of the surviving entity or any entity, directly or indirectly, controlling such surviving entity and such new preference securities have powers, preferences and special rights that are not materially less favorable than the
preferred stock being offered;
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provided that if the amendment would adversely affect such series but not any other series
of outstanding preferred stock, then the amendment will only need to be approved by holders of at least two-thirds of the shares of the series of preferred stock adversely affected.
Under regulations adopted by the Federal Reserve Board, if the holders of any series of our preferred stock become entitled to vote for
the election of directors because dividends on that series are in arrears, that series may then be deemed a class of voting securities. In such a case, a holder of 25% or more of the series, or a holder of 5% or more if that holder would
also be considered to exercise a controlling influence over JPMorgan Chase, may then be subject to regulation as a bank holding company in accordance with the Bank Holding Company Act. In addition, (1) any other bank holding company may
be required to obtain the prior approval of the Federal Reserve Board to acquire or retain 5% or more of that series, and (2) any person other than a bank holding company may be required to provide notice to the Federal Reserve Board prior to
acquiring or retaining 10% or more of that series.
Outstanding Series of Preferred Stock
Ranking
. Each of our Series I Preferred Stock, Series O Preferred Stock, Series P Preferred Stock, Series Q Preferred Stock, Series
R Preferred Stock, Series S Preferred Stock, Series T Preferred Stock, Series U Preferred Stock, Series V Preferred Stock, Series W Preferred Stock, Series X Preferred Stock, Series Y Preferred Stock, Series Z Preferred Stock, Series AA Preferred
Stock and Series BB Preferred Stock (each as defined below, and collectively, the Outstanding Preferred Stock) ranks senior to our common stock as well as any of our other stock that states it is expressly made junior to such series of
Outstanding Preferred Stock as to payment of dividends and distribution of assets upon our liquidation, dissolution, or winding up.
Dividends
. We may not declare or pay or set apart for payment full dividends on any series of preferred stock ranking, as to dividends, equally with or junior to the Outstanding Preferred Stock
unless we have previously declared and paid or set apart for payment full dividends on the Outstanding Preferred Stock for the most recently completed dividend period. When dividends are not paid in full on the Outstanding Preferred Stock and any
series of preferred stock ranking equally as to dividends, all dividends upon the Outstanding Preferred Stock and such equally ranking series will be declared and paid pro rata.
With certain exceptions, unless we have paid or declared and set aside for payment full dividends on the Outstanding Preferred Stock for
the most recently completed dividend period, we will not:
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declare or make any dividend payment or distribution on any junior ranking stock, other than a dividend paid in junior ranking stock, or
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redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any junior or equally ranking stock, except by
conversion into or exchange for junior ranking stock.
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Rights Upon Liquidation
. In the event we
liquidate, dissolve or wind-up our business and affairs, either voluntarily or involuntarily, holders of the Outstanding Preferred Stock of each series will be entitled to receive liquidating distributions equal to the liquidation preference per
share for such series, plus any declared and unpaid dividends, without accumulation of undeclared dividends, before we make any distribution of assets to the holders of our common stock or any other class or series of shares ranking junior to the
Outstanding Preferred Stock of such series.
Redemption
. We may redeem each series of Outstanding Preferred Stock on
the dates and at the redemption prices set forth below. In addition, we may redeem the Series O Preferred Stock, Series P Preferred Stock, Series Q Preferred Stock, Series R Preferred Stock, Series S Preferred Stock, Series T Preferred Stock,
Series U Preferred Stock, Series V Preferred Stock, Series W Preferred Stock, Series X Preferred Stock, Series Y Preferred Stock, Series Z Preferred Stock, Series AA Preferred Stock and Series BB Preferred Stock in whole, but not in part, at a
redemption price equal to the liquidation preference per share for each such series of Outstanding Preferred Stock, plus any declared and unpaid dividends, following the occurrence of a capital treatment event. For these purposes, capital
treatment event means the good faith determination by JPMorgan Chase that, as a result of any:
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amendment to, or change or any announced prospective change in, the laws or regulations of the United States or any political subdivision of or in the
United States that is enacted or becomes effective after the initial issuance of any shares of such series of Outstanding Preferred Stock;
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proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any shares of such series of
Outstanding Preferred Stock; or
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official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or
regulations that is announced or becomes effective after the initial issuance of any shares of such series of Outstanding Preferred Stock,
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there is more than an insubstantial risk that JPMorgan Chase will not be entitled to treat an amount equal to the full liquidation amount of all shares of such series of Outstanding Preferred Stock then
outstanding as additional Tier 1 capital (or its equivalent) for purposes of the capital adequacy guidelines or regulations of the appropriate federal banking agency, as then in effect and applicable, for as long as any share of such
series of Outstanding Preferred Stock is outstanding. Redemption of any Outstanding Preferred Stock is subject to our receipt of any required approvals from the Federal Reserve Board or any other regulatory authority.
Voting Rights
. The Outstanding Preferred Stock has limited voting rights. Each share of Outstanding Preferred Stock has one vote
whenever it is entitled to voting rights.
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I
On April 23, 2008, we issued 600,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, $1 par
value, with a liquidation preference of $10,000 per share (the Series I Preferred Stock). Shares of the Series I Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a share of preferred stock
of the series.
Dividends
. Dividends on the Series I Preferred Stock are payable when, as, and if declared by our board
of directors or a duly authorized committee of our board, from the date of issuance to, but excluding, April 30, 2018 at a rate of 7.90% per annum, payable semi-annually, in arrears, on April 30 and October 30 of each year, beginning on October 30,
2008. From and including April 30, 2018, dividends will be paid when, as, and if declared by our board of directors or such committee thereof at a floating rate equal to three-month LIBOR plus a spread of 3.47% per annum, payable quarterly, in
arrears, on January 30, April 30, July 30 and October 30 of each year. Dividends on the Series I Preferred Stock are neither mandatory nor cumulative.
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Redemption
. The Series I Preferred Stock may be redeemed on any dividend payment date
on or after April 30, 2018, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends.
5.50% Non-Cumulative Preferred Stock, Series O
On August 27, 2012, we issued 125,750 shares of 5.50% Non-Cumulative Preferred Stock, Series O, $1 par value, with a liquidation preference of $10,000 per share (the Series O Preferred Stock).
Shares of the Series O Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series O Preferred Stock are payable when, as, and if declared by our board of directors or a duly authorized committee of our board, at a rate of 5.50% per
annum, payable quarterly, in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2012. Dividends on the Series O Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series O Preferred Stock may be redeemed on any dividend payment date on or after September 1, 2017, in whole or
in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series O Preferred Stock following the occurrence of a capital treatment
event, as described above.
5.45% Non-Cumulative Preferred Stock, Series P
On February 5, 2013, we issued 90,000 shares of 5.45% Non-Cumulative Preferred Stock, Series P, $1 par value, with a liquidation
preference of $10,000 per share (the Series P Preferred Stock). Shares of the Series P Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series P Preferred Stock are payable when, as, and if declared by our board of directors or a duly
authorized committee of our board, at a rate of 5.45% per annum, payable quarterly, in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2013. Dividends on the Series P Preferred Stock are neither mandatory
nor cumulative.
Redemption
. The Series P Preferred Stock may be redeemed on any dividend payment date on or after
March 1, 2018, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series P Preferred Stock following the occurrence of a
capital treatment event, as described above.
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series
Q
On April 23, 2013, we issued 150,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Q, $1
par value, with a liquidation preference of $10,000 per share (the Series Q Preferred Stock). Shares of the Series Q Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a share of preferred
stock of the series.
Dividends
. Dividends on the Series Q Preferred Stock are payable when, as, and if declared by our
board of directors or a duly authorized committee of our board, from the date of issuance to, but excluding, May 1, 2023 at a rate of 5.15% per annum, payable semi-annually, in arrears, on May 1 and November 1 of each year, beginning on November 1,
2013. From and including May 1, 2023, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.25% per annum, payable quarterly, in arrears, on February 1, May
1, August 1 and November 1 of each year, beginning on August 1, 2023. Dividends on the Series Q Preferred Stock are neither mandatory nor cumulative.
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Redemption
. The Series Q Preferred Stock may be redeemed on any dividend payment date
on or after May 1, 2023, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series Q Preferred Stock following the
occurrence of a capital treatment event, as described above.
Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series R
On July 29, 2013, we issued 150,000 shares of Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series R, $1 par value, with a liquidation preference of $10,000 per share (the Series R Preferred Stock). Shares of the Series R Preferred Stock are represented by depositary shares, each representing a one-tenth
interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series R Preferred Stock are payable
when, as, and if declared by our board of directors or a duly authorized committee of our board, from the date of issuance to, but excluding, August 1, 2023 at a rate of 6.00% per annum, payable semi-annually, in arrears, on February 1 and August 1
of each year, beginning on February 1, 2014. From and including August 1, 2023, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.30% per annum, payable
quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, beginning on November 1, 2023. Dividends on the Series R Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series R Preferred Stock may be redeemed on any dividend payment date on or after August 1, 2023, in whole or in
part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series R Preferred Stock following the occurrence of a capital treatment
event, as described above.
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S
On January 22, 2014, we issued 200,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, $1 par value, with a
liquidation preference of $10,000 per share (the Series S Preferred Stock). Shares of the Series S Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series S Preferred Stock are payable when, as, and if declared by our board of directors
or a duly authorized committee of our board, from the date of issuance to, but excluding, February 1, 2024 at a rate of 6.750% per annum, payable semi-annually in arrears, on February 1 and August 1 of each year, beginning on February 1, 2014. From
and including February 1, 2024, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.78% per annum, payable quarterly in arrears, on February 1, May 1,
August 1 and November 1 of each year, beginning on May 1, 2024. Dividends on the Series S Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series S Preferred Stock may be redeemed on any dividend payment date on or after February 1, 2024, in whole or in part, at a redemption price equal to $10,000 per share (equivalent
to $1,000 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series S Preferred Stock following the occurrence of a capital treatment event, as described above.
6.70% Non-Cumulative Preferred Stock, Series T
On January 30, 2014 and February 6, 2014, we issued an aggregate of 92,500 shares of 6.70% Non-Cumulative Preferred Stock, Series T, $1 par value, with a liquidation preference of $10,000 per share (the
Series T Preferred Stock). Shares of the Series T Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the series.
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Dividends
. Dividends on the Series T Preferred Stock are payable when, as, and if
declared by our board of directors or a duly authorized committee of our board, at a rate of 6.70% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2014. Dividends on the
Series T Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series T Preferred Stock may be
redeemed on any dividend payment date on or after March 1, 2019, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series T
Preferred Stock following the occurrence of a capital treatment event, as described above.
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U
On March 10, 2014, we issued 100,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series U, $1 par value, with a
liquidation preference of $10,000 per share (the Series U Preferred Stock). Shares of the Series U Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series U Preferred Stock are payable when, as, and if declared by our board of directors
or a duly authorized committee of our board, from the date of issuance to, but excluding, April 30, 2024 at a rate of 6.125% per annum, payable semi-annually in arrears, on April 30 and October 30 of each year, beginning on October 30, 2014. From
and including April 30, 2024, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.33% per annum, payable quarterly in arrears, on January 30, April 30, July
30 and October 30 of each year, beginning on July 30, 2024. Dividends on the Series U Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series U Preferred Stock may be redeemed on any dividend payment date on or after April 30, 2024, in whole or in part, at a redemption price equal to $10,000 per share
(equivalent to $1,000 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series U Preferred Stock following the occurrence of a capital treatment event, as described above.
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V
On June 9, 2014, we issued 250,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series V, $1 par value, with a
liquidation preference of $10,000 per share (the Series V Preferred Stock). Shares of the Series V Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series V Preferred Stock are payable when, as, and if declared by our board of directors
or a duly authorized committee of our board, from the date of issuance to, but excluding, July 1, 2019 at a rate of 5.00% per annum, payable semi-annually in arrears, on January 1 and July 1 of each year, beginning on January 1, 2015. From and
including July 1, 2019, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.32% per annum, payable quarterly in arrears, on January 1, April 1, July 1 and
October 1 of each year, beginning on October 1, 2019. Dividends on the Series V Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series V Preferred Stock may be redeemed on any dividend payment date on or after July 1, 2019, in whole or in part, at a redemption price equal to $10,000 per share
(equivalent to $1,000 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series V Preferred Stock following the occurrence of a capital treatment event, as described above.
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6.30% Non-Cumulative Preferred Stock, Series W
On June 23, 2014 and June 27, 2014, we issued an aggregate of 88,000 shares of 6.30% Non-Cumulative Preferred Stock, Series W, $1 par
value, with a liquidation preference of $10,000 per share (the Series W Preferred Stock). Shares of the Series W Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of
the series.
Dividends
. Dividends on the Series W Preferred Stock are payable when, as, and if declared by our board of
directors or a duly authorized committee of our board, at a rate of 6.30% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2014. Dividends on the Series W Preferred Stock
are neither mandatory nor cumulative.
Redemption
. The Series W Preferred Stock may be redeemed on any dividend payment
date on or after September 1, 2019, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series W Preferred Stock following the
occurrence of a capital treatment event, as described above.
Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series X
On September 23, 2014, we issued 160,000 shares of Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series X, $1 par value, with a liquidation preference of $10,000 per share (the Series X Preferred Stock). Shares of the Series X Preferred Stock are represented by depositary shares, each representing a one-tenth
interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series X Preferred Stock are payable
when, as, and if declared by our board of directors or a duly authorized committee of our board, from the date of issuance to, but excluding, October 1, 2024 at a rate of 6.10% per annum, payable semi-annually in arrears, on April 1 and October 1 of
each year, beginning on April 1, 2015. From and including October 1, 2024, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.33% per annum, payable
quarterly in arrears, on January 1, April 1, July 1 and October 1 of each year, beginning on January 1, 2025. Dividends on the Series X Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series X Preferred Stock may be redeemed on any dividend payment date on or after October 1, 2024, in whole or in
part, at a redemption price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series X Preferred Stock following the occurrence of a capital treatment
event, as described above.
6.125% Non-Cumulative Preferred Stock, Series Y
On February 12, 2015, we issued an aggregate of 143,000 shares of 6.125% Non-Cumulative Preferred Stock, Series Y, $1 par value, with a
liquidation preference of $10,000 per share (the Series Y Preferred Stock). Shares of the Series Y Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series Y Preferred Stock are payable when, as, and if declared by our board of directors
or a duly authorized committee of our board, at a rate of 6.125% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2015. Dividends on the Series Y Preferred Stock are neither
mandatory nor cumulative.
Redemption
. The Series Y Preferred Stock may be redeemed on any dividend payment date on or
after March 1, 2020, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series Y Preferred Stock following the occurrence of
a capital treatment event, as described above.
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Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z
On April 21, 2015, we issued 200,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series Z, $1 par value, with a
liquidation preference of $10,000 per share (the Series Z Preferred Stock). Shares of the Series Z Preferred Stock are represented by depositary shares, each representing a one-tenth interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series Z Preferred Stock are payable when, as, and if declared by our board of directors
or a duly authorized committee of our board, from the date of issuance to, but excluding, May 1, 2020 at a rate of 5.30% per annum, payable semi-annually in arrears, on May 1 and November 1 of each year, beginning on November 1, 2015. From and
including May 1, 2020, dividends will be paid when, as, and if declared by our board or such committee at a floating rate equal to three-month LIBOR plus a spread of 3.80% per annum, payable quarterly in arrears, on February 1, May 1, August 1 and
November 1 of each year, beginning on August 1, 2020. Dividends on the Series Z Preferred Stock are neither mandatory nor cumulative.
Redemption
. The Series Z Preferred Stock may be redeemed on any dividend payment date on or after May 1, 2020, in whole or in part, at a redemption price equal to $10,000 per share (equivalent
to $1,000 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series Z Preferred Stock following the occurrence of a capital treatment event, as described above.
6.10% Non-Cumulative Preferred Stock, Series AA
On June 4, 2015, we issued an aggregate of 142,500 shares of 6.10% Non-Cumulative Preferred Stock, Series AA, $1 par value, with a liquidation preference of $10,000 per share (the Series AA
Preferred Stock). Shares of the Series AA Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred stock of the series.
Dividends
. Dividends on the Series AA Preferred Stock are payable when, as, and if declared by our board of directors or a duly
authorized committee of our board, at a rate of 6.10% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2015. Dividends on the Series AA Preferred Stock are neither
mandatory nor cumulative.
Redemption
. The Series AA Preferred Stock may be redeemed on any dividend payment date on or
after September 1, 2020, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We may also redeem the Series AA Preferred Stock following the
occurrence of a capital treatment event, as described above.
6.15% Non-Cumulative Preferred Stock, Series
BB
On July 29, 2015, we issued an aggregate of 115,000 shares of 6.15% Non-Cumulative Preferred Stock, Series BB, $1
par value, with a liquidation preference of $10,000 per share (the Series BB Preferred Stock). Shares of the Series BB Preferred Stock are represented by depositary shares, each representing a 1/400th interest in a share of preferred
stock of the series.
Dividends
.
Dividends on the Series BB Preferred Stock are payable when, as,
and if declared by our board of directors or a duly authorized committee of our board, at a rate of 6.15% per annum, payable quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2015. Dividends
on the Series BB Preferred Stock are neither mandatory nor cumulative.
Redemption
.
The Series BB
Preferred Stock may be redeemed on any dividend payment date on or after September 1, 2020, in whole or in part, at a redemption price equal to $10,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. We
may also redeem the Series BB Preferred Stock following the occurrence of a capital treatment event, as described above.
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DESCRIPTION OF DEPOSITARY SHARES
General.
We may, at our option, elect to offer depositary shares representing fractional interests in shares of preferred stock.
If we do, we will arrange the issuance by a depositary of receipts for depositary shares, and each of those depositary shares will represent a fractional interest in a share of a particular series of preferred stock. We will specify that fractional
interest in the applicable prospectus supplement.
The shares of any series of preferred stock underlying the depositary
shares offered by use of this prospectus and an applicable prospectus supplement will be deposited under a deposit agreement between us and a depositary selected by us. Subject to the terms of the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fractional interest in the share of preferred stock underlying that depositary share, to all the powers, preferences and rights of the preferred stock underlying that depositary share, in proportion
to the applicable fractional interest in a share of the preferred stock which those depositary shares represent. Those rights include dividend, voting, redemption, conversion and liquidation rights.
The depositary shares offered by use of this prospectus and an applicable prospectus supplement will be evidenced by depositary receipts
issued under the deposit agreement. The depositary will issue depositary receipts to those persons who purchase the fractional interests in the preferred stock underlying the depositary shares, in accordance with the terms of the offering. The
following summary of the deposit agreement, the depositary shares and the depositary receipts is not complete. You should refer to the forms of the deposit agreement and depositary receipts that are filed as exhibits to the registration statement.
Dividends and Other Distributions.
The depositary will distribute all cash dividends or other cash distributions
received in respect of the preferred stock to the record holders of related depositary receipts in proportion to the number of depositary shares owned by those holders.
If we make a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution as nearly as
practicable in proportion to the number of depositary shares held by each holder, unless the depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, adopt a method of
distribution that it deems practicable, including the sale of the property and distribution of the net proceeds from the sale to the applicable holders of the depositary receipts.
Redemption of Depositary Shares.
Upon redemption, in whole or in part, of shares of any series of preferred stock that are held by
the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the shares of preferred stock so redeemed. The redemption price per depositary share will be equal to the applicable fraction of
the redemption price per share payable with respect to that series of the preferred stock.
Depositary shares called for
redemption will no longer be outstanding after the applicable redemption date, and all rights of the holders of those depositary shares will cease, except the right to receive any money, securities, or other property upon surrender to the depositary
of the depositary receipts evidencing those depositary shares.
Voting the Preferred Stock.
Upon receipt of notice of
any meeting at which the holders of preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary shares representing that preferred stock. Each record
holder of those depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the
preferred stock underlying that holders depositary shares. The depositary will try, to the extent practicable, to vote the number of shares of preferred stock underlying those depositary shares in accordance with those instructions, and we
will agree to take all action that the depositary deems necessary in order to enable the depositary to do so. The depositary will not vote the shares of preferred stock to the extent it does not receive specific instructions from the holders of
depositary shares representing the preferred stock.
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Amendment and Termination of the Deposit Agreement.
We and the depositary may amend
the form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement at any time regarding any depositary shares offered by use of this prospectus and an applicable prospectus supplement. However, any amendment
that materially and adversely alters the rights of the holders of depositary shares or would be materially and adversely inconsistent with the rights granted to holders of the underlying preferred stock pursuant to our certificate of incorporation
will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The deposit agreement may be terminated by us or by the depositary only if:
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all outstanding depositary shares have been redeemed; or
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there has been a final distribution of the underlying preferred stock in connection with our liquidation, dissolution or winding up and the preferred
stock has been distributed to the holders of depositary receipts.
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Charges of Depositary.
We will pay
all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements regarding any depositary shares offered by use of this prospectus and an applicable prospectus supplement. We will also pay
charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay transfer and other taxes and governmental charges and other charges with
respect to their depositary receipts as expressly provided in the deposit agreement.
Resignation and Removal of
Depositary.
The depositary for the depositary shares offered by use of this prospectus and an applicable prospectus supplement may resign at any time by delivering a notice to us of its election to do so. We may remove the depositary at any
time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of its appointment. We must appoint a successor depositary within 60 days after delivery of the notice of resignation or
removal.
Miscellaneous.
The depositary will forward to holders of depositary receipts all reports and communications
from us that we deliver to the depositary and that we are required to furnish to the holders of the preferred stock.
Neither
we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be
limited to performing in good faith our respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding relating to any depositary shares or preferred stock unless
satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons we
believe to be competent, and on documents we believe to be genuine.
DESCRIPTION OF COMMON STOCK
As of the date of this prospectus, we are authorized to issue up to 9,000,000,000 shares of common stock. As of December
31, 2015, we had 4,104,933,895 shares of common stock issued (excluding 441,459,392 shares held in treasury).
The following
summary is not complete. You should refer to the applicable provisions of our certificate of incorporation and to the DGCL for a complete statement of the terms and rights of our common stock.
Dividends.
Holders of common stock are entitled to receive dividends if, as and when declared by our board of directors out of
funds legally available for payment, subject to the rights of holders of our preferred stock.
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Voting Rights.
Each holder of common stock is entitled to one vote per share. Subject
to the rights, if any, of the holders of any series of preferred stock under its applicable certificate of designations and applicable law, all voting rights are vested in the holders of shares of our common stock. Holders of shares of our common
stock have noncumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of directors can elect 100% of the directors and the holders of the remaining shares will not be able to elect any directors.
Rights Upon Liquidation.
In the event of our voluntary or involuntary liquidation, dissolution or winding-up, the
holders of our common stock will be entitled to share equally in any of our assets available for distribution after we have paid in full all of our debts and after the holders of all series of our outstanding preferred stock have received their
liquidation preferences in full.
Miscellaneous.
The issued and outstanding shares of common stock are fully paid and
nonassessable. Holders of shares of our common stock are not entitled to preemptive rights or to the benefit of any sinking funds. Our common stock is not convertible into shares of any other class of our capital stock. Computershare Inc is the
transfer agent, registrar and dividend disbursement agent for our common stock.
DESCRIPTION OF
SECURITIES WARRANTS
We may issue securities warrants for the purchase of debt securities, preferred stock or common
stock. We may issue securities warrants independently or together with debt securities, preferred stock, common stock or other securities, other property or any combination of those securities in the form of units. Each series of securities warrants
will be issued under a separate securities warrant agreement to be entered into between us and a bank or trust company (which may be the Bank), as warrant agent. The warrant agent will act solely as our agent under the applicable securities warrant
agreement and will not assume any obligation to, or relationship of agency or trust for or with, any registered holders or beneficial owners of securities warrants. This summary of certain provisions of the securities warrants and the securities
warrant agreement is not complete. You should refer to the securities warrant agreement relating to the specific securities warrants being offered, including the forms of securities warrant certificates representing those securities warrants, for
the complete terms of the securities warrant agreement and the securities warrants. Forms of those documents are filed as exhibits to the registration statement.
Each securities warrant will entitle the holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or
calculable as set forth in, the applicable prospectus supplement. The exercise price may be subject to adjustment upon the occurrence of certain events, as set forth in the prospectus supplement. We will also specify in the prospectus supplement the
place or places where, and the manner in which, securities warrants may be exercised. After the close of business on the expiration date of the securities warrants, unexercised securities warrants will become void.
Prior to the exercise of any securities warrants, holders of the securities warrants will not have any of the rights of holders of the
debt securities, preferred stock or common stock, as the case may be, that may be purchased upon exercise of those securities warrants, including, (1) in the case of securities warrants for the purchase of debt securities, the right to receive
payments of principal of, and premium, if any, or interest, if any, on those debt securities or to enforce covenants in the senior indenture or subordinated indenture, as the case may be, or (2) in the case of securities warrants for the purchase of
preferred stock or common stock, the right to receive payments of dividends, if any, on that preferred stock or common stock or to exercise any applicable right to vote.
DESCRIPTION OF CURRENCY WARRANTS
We have
described below certain general terms and provisions of the currency warrants that we may offer. We will describe the particular terms of the currency warrants and the extent, if any, to which the general provisions described below do not apply to
the currency warrants offered in the applicable prospectus supplement. The following summary is not complete. You should refer to the currency warrants and the currency
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warrant agreement relating to the specific currency warrants being offered for the complete terms of those currency warrants. Forms of those documents are filed as exhibits to the registration
statement.
We will issue each issue of currency warrants under a currency warrant agreement to be entered into between us and
a bank or trust company (which may be the Bank), as warrant agent. The warrant agent will act solely as our agent under the applicable currency warrant agreement and will not assume any obligation to, or relationship of agency or trust for or with,
any holders of currency warrants.
We may issue currency warrants either in the form of:
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currency put warrants, which entitle the holders to receive from us the cash settlement value in U.S. dollars of the right to sell a specified amount
of a specified foreign currency or composite currency (the designated currency) for a specified amount of U.S. dollars; or
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currency call warrants, which entitle the holders to receive from us the cash settlement value in U.S. dollars of the right to purchase a specified
amount of a designated currency for a specified amount of U.S. dollars.
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As a prospective purchaser of
currency warrants, you should be aware of special United States federal income tax considerations applicable to instruments such as the currency warrants. The prospectus supplement relating to each issue of currency warrants will describe those tax
considerations.
Unless otherwise specified in the applicable prospectus supplement, we will issue the currency warrants in
the form of global currency warrant certificates, registered in the name of a depositary or its nominee. See Book-Entry Issuance below.
Each issue of currency warrants will be listed on a national securities exchange, subject only to official notice of issuance, as a condition of sale of that issue of currency warrants. In the event that
the currency warrants are delisted from, or permanently suspended from trading on, the applicable national securities exchange, the expiration date for those currency warrants will be the date the delisting or trading suspension becomes effective,
and currency warrants not previously exercised will be deemed automatically exercised on that expiration date. The applicable currency warrant agreement will contain a covenant from us that we will not seek to delist the currency warrants or suspend
their trading on the applicable national securities exchange unless we have concurrently arranged for listing on another national securities exchange.
Currency warrants involve a high degree of risk, including risks arising from fluctuations in the price of the underlying currency, foreign exchange risks and the risk that the currency warrants will
expire worthless. Further, the cash settlement value of currency warrants at any time prior to exercise or expiration may be less than the trading value of the currency warrants. The trading value of the currency warrants will fluctuate because that
value is dependent, at any time, on a number of factors, including the time remaining to exercise the currency warrants, the relationship between the exercise price of the currency warrants and the price of the designated currency, and the exchange
rate associated with the designated currency. Because currency warrants are unsecured obligations of JPMorgan Chase, changes in our perceived creditworthiness may also be expected to affect the trading prices of currency warrants. Finally, the
amount of actual cash settlement of a currency warrant may vary as a result of fluctuations in the price of the designated currency between the time you give instructions to exercise the currency warrant and the time the exercise is actually
effected.
As a prospective purchaser of currency warrants you should be prepared to sustain a loss of some or all of the
purchase price of your currency warrants. You should also be experienced with respect to options and option transactions and should reach an investment decision only after careful consideration with your advisers of the suitability of the currency
warrants in light of your particular financial circumstances. You should also consider the information set forth under Risk Factors in the prospectus supplement relating to the particular issue of currency warrants being offered and to
the other information regarding the currency warrants and the designated currency set forth in the prospectus supplement.
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DESCRIPTION OF UNITS
We
may issue units that will consist of any combination of debt securities, preferred stock, common stock and warrants issued by
us, depositary shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property. We may issue units in one or more series, which will be described in the
applicable prospectus supplement. Each series of units will be issued under a separate unit agreement to be entered into between us and a bank or trust company (which may be the Bank), as unit agent. The below summary of certain provisions of the
units and unit agreements is not complete. You should refer to the unit agreement for the complete terms of the unit agreement and the units. Forms of those documents will be filed as exhibits to or incorporated by reference in the registration
statement.
Unless otherwise specified in the applicable prospectus supplement, each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe the particular terms of any series of units being offered in the prospectus supplement relating to that series of
units. Those terms may include:
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the designation and the terms of the units and any combination of debt securities, preferred stock, common stock and warrants issued by us, depositary
shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property constituting the units, including and whether and under what circumstances the debt
securities, preferred stock, common stock and warrants issued by us, depositary shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other securities may be
traded separately;
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any additional terms of the governing unit agreement;
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any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt securities, preferred stock, common
stock and warrants issued by us, depositary shares representing preferred stock issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property constituting the units; and
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any applicable U.S. federal income tax consequences.
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The terms and conditions described under Description of Debt Securities, Description of Preferred Stock, Description of Common Stock, Description of Securities
Warrants and Description of Currency Warrants will apply to each unit and to any debt securities, preferred stock, common stock or warrants issued by us, depositary shares representing preferred stock issued by us, debt obligations
or other securities of an entity affiliated or not affiliated with us or other property included in each unit, unless otherwise specified in the applicable prospectus supplement.
An investment in units may involve special risks, including risks associated with indexed securities and currency-related risks if the
securities comprising the units are linked to an index or are payable in or otherwise linked to a non-U.S. dollar currency.
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BOOK-ENTRY ISSUANCE
We may issue series of any securities as global securities and deposit them with a depositary with respect to that series for settlement
and clearance through a book-entry settlement system, as indicated in the applicable prospectus supplement. The following is a summary of the depositary arrangements applicable to securities issued in permanent global form and for which The
Depository Trust Company (DTC) will act as depositary (the global securities).
Each global security
will be deposited with, or on behalf of, DTC, as depositary, or its nominee and registered in the name of a nominee of DTC. Except under the limited circumstances described below, global securities will not be exchangeable for certificated
securities.
Only institutions that have accounts with DTC or its nominee (DTC participants) or persons that may
hold interests through DTC participants may own beneficial interests in a global security. DTC will maintain records evidencing ownership of beneficial interests by DTC participants in the global securities and transfers of those ownership
interests. DTC participants will maintain records evidencing ownership of beneficial interests in the global securities by persons that hold through those DTC participants and transfers of those ownership interests within those DTC participants. DTC
has no knowledge of the actual beneficial owners of the securities. You will not receive written confirmation from DTC of your purchase, but we do expect that you will receive written confirmations providing details of the transaction, as well as
periodic statements of your holdings, from the DTC participant through which you entered the transaction. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of those securities in certificated form.
Those laws may impair your ability to transfer beneficial interests in a global security.
DTC has advised us that upon the
issuance of a global security and the deposit of that global security with DTC, DTC will immediately credit, on its book-entry registration and transfer system, the respective principal amounts or number of shares represented by that global security
to the accounts of DTC participants.
We will make payments on securities represented by a global security to DTC or its
nominee, as the case may be, as the registered owner and holder of the global security representing those securities. DTC has advised us that upon receipt of any payment on a global security, DTC will immediately credit accounts of DTC participants
with payments in amounts proportionate to their respective beneficial interests in that security, as shown in the records of DTC. Standing instructions and customary practices will govern payments by DTC participants to owners of beneficial
interests in a global security held through those DTC participants, as is now the case with securities held for the accounts of customers in bearer form or registered in street name. Those payments will be the sole responsibility of
those DTC participants, subject to any statutory or regulatory requirements in effect from time to time.
None of JPMorgan
Chase, the trustees or any of our respective agents will have any responsibility or liability for any aspect of the records of DTC, any nominee or any DTC participant relating to, or payments made on account of, beneficial interests in a global
security or for maintaining, supervising or reviewing any of the records of DTC, any nominee or any DTC participant relating to those beneficial interests.
A global security is exchangeable for certificated securities registered in the name of a person other than DTC or its nominee only if:
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DTC notifies us that it is unwilling or unable to continue as depositary for that global security or DTC ceases to be registered under the Securities
Exchange Act of 1934;
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we determine in our discretion that the global security will be exchangeable for certificated securities in registered form; or
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if applicable to the particular type of security, there shall have occurred and be continuing an event of default or an event which, with notice or the
lapse of time or both, would constitute an event of default under the securities.
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Any global security that is exchangeable as described in the preceding sentence will be
exchangeable in whole for certificated securities in registered form, and, in the case of global debt securities, of like tenor and of an equal aggregate principal amount as the global security, in denominations of $1,000 and integral multiples of
$1,000 (or in denominations and integral multiples as otherwise specified in the applicable prospectus supplement). The registrar for the securities will register the certificated securities in the name or names instructed by DTC. We expect that
those instructions may be based upon directions received by DTC from DTC participants with respect to ownership of beneficial interests in the global security. In the case of global debt securities, we will make payment of any principal and interest
on the certificated securities and will register transfers and exchanges of those certificated securities at the corporate trust office of The Bank of New York Mellon. However, we may elect to pay interest by check mailed to the address of the
person entitled to that interest payment as of the record date, as shown on the register for the securities.
Except as
provided above, as an owner of a beneficial interest in a global security, you will not be entitled to receive physical delivery of securities in certificated form and will not be considered a holder of securities for any purpose under either of the
indentures. No global security will be exchangeable except for another global security of like denomination and tenor to be registered in the name of DTC or its nominee. Accordingly, you must rely on the procedures of DTC and the DTC participant
through which you own your interest to exercise any rights of a holder under the global security or the applicable indenture.
We understand that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial
interest in a global security desires to take any action that a holder is entitled to take under the securities or the indentures, DTC would authorize the DTC participants holding the relevant beneficial interests to take that action, and those DTC
participants would authorize beneficial owners owning through those DTC participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company organized under the New York Banking Law, a banking
organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered
under the Securities Exchange Act of 1934.
If specified in the applicable prospectus supplement, investors may elect to hold
interests in the global securities deposited with DTC outside the United States through Clearstream Banking, société anonyme (Clearstream) or Euroclear Bank S.A./N.V., as operator of the 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 Clearstreams and Euroclears names on the books of their respective depositaries. Those depositaries in turn hold those interests in customers securities accounts in the depositaries names on the books
of DTC. Unless otherwise specified in the prospectus supplement, The Bank of New York Mellon will act as depositary for each of Clearstream and Euroclear.
Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participants and facilitates the clearance and settlement
of securities transactions between its participants through electronic book-entry transfers between their accounts. Clearstream provides its participants with, among other things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries through established depository and custodial relationships. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector, also known as the
Commission de Surveillance du Secteur Financier
. Clearstream participants are recognized financial institutions
around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Clearstreams participants in the United States are limited to securities brokers and dealers and
banks. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with Clearstream participants.
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Distributions with respect to interests in global securities held through Clearstream will
be credited to cash accounts of its customers in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.
Euroclear has advised us that it was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and
borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. under contract with Euroclear plc, a U.K. corporation. Euroclear participants include banks, including central banks, securities
brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
Distributions with respect to interests in global securities held beneficially through Euroclear will be credited to the cash
accounts of Euroclear participants in accordance with Euroclears terms and conditions and operating procedures and applicable Belgian law, to the extent received by the U.S. depositary for Euroclear.
Global Clearance and Settlement Procedures
Unless otherwise specified in a prospectus supplement with respect to a particular series of global securities, initial settlement for global securities will be made in immediately available funds. DTC
participants will conduct secondary market trading with other DTC participants in the ordinary way in accordance with DTC rules. Thereafter, secondary market trades will settle in immediately available funds using DTCs same day funds
settlement system.
If the prospectus supplement specifies that interests in the global securities may be held through
Clearstream or Euroclear, Clearstream customers and/or Euroclear participants will conduct secondary market trading with other Clearstream customers and/or Euroclear participants in the ordinary way in accordance with the applicable rules and
operating procedures of Clearstream and Euroclear. Thereafter, secondary market trades will settle in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be
effected in DTC in accordance with DTCs rules on behalf of the relevant European international clearing system by the U.S. depositary for that system; however, those cross-market transactions will require delivery by the counterparty in the
relevant European international clearing system of instructions to that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the U.S. depositary for that system to take action to effect final settlement on its behalf by delivering or receiving interests in global securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to DTC.
Because of time-zone differences, credits of interests in global securities received in Clearstream or Euroclear as a result of a
transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Those credits or any transactions in global securities settled during that
processing will be reported to the relevant Euroclear participants or Clearstream customers on that business day. Cash received in Clearstream or Euroclear as a result of sales of interests in global securities by or through a Clearstream customer
or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the procedures described above in order to facilitate transfers of interests in
global securities among DTC participants, Clearstream and Euroclear, they are under no obligation to perform those procedures and those procedures may be discontinued at any time.
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Special Provisions Relating to Certain Foreign Currency Securities
If specified in the applicable prospectus supplement, book-entry securities denominated in currencies other than U.S. dollars may be held
directly through participants in the systems of Clearstream or Euroclear, or indirectly through organizations that are participants in such systems. Such securities will be issued in the form of one or more global certificates (the
international global securities), which will be registered in the name of a nominee for, and shall be deposited with, a common depositary for Clearstream and/or Euroclear. If a particular tranche or series of securities is issued
utilizing both a global security and an international global security, in order to allow transfers between account holders utilizing the different book-entry systems the registrar will adjust the amounts of the global securities on the register for
the accounts of the nominees for the respective systems.
Unless otherwise specified in the applicable prospectus
supplement, with respect to an international global security, distributions of principal and interest for a global debt security and dividends for a global equity security will be credited, in the specified currency, to the extent received by
Clearstream or Euroclear, to the cash accounts of Clearstream or Euroclear customers in accordance with the relevant systems rules and procedures. If the prospectus supplement provides for both a global security and an international global
security or if a beneficial interest in a global security is held by a participant in Clearstream or Euroclear, then a holder of a beneficial interest in a global security will receive all payments in U.S. dollars in accordance with DTCs rules
and procedures, unless it has, or participants through which it holds its beneficial interest have, made other arrangements.
Relationship
of Accountholders with Clearing Systems
Unless otherwise specified in the applicable prospectus supplement, each of the
persons shown in the records of Clearstream, Euroclear or any other clearing system as the holder of the securities represented by the global securities must look solely to Clearstream or Euroclear for such holders share of each payment made
by or on behalf of JPMorgan Chase to Clearstream or Euroclear, and in relation to all other rights arising under the global securities, subject to and in accordance with the respective rules and procedures of Clearstream or Euroclear. Such persons
shall have no claim directly against JPMorgan Chase in respect of payments due on the securities for so long as the securities are represented by global securities and such obligations of JPMorgan Chase will be discharged by payment to Clearstream
or Euroclear in respect of each amount so paid.
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PLAN OF DISTRIBUTION
We may sell the debt securities, preferred stock, depositary shares, common stock, securities warrants, currency warrants or units being
offered by use of this prospectus and an applicable prospectus supplement:
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directly to purchasers.
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We will set forth the terms of the offering of any securities being offered in the applicable prospectus supplement.
If we utilize underwriters in an offering of securities using this prospectus, we will execute an underwriting agreement with those underwriters. The underwriting agreement will provide that the
obligations of the underwriters with respect to a sale of the offered securities are subject to certain conditions precedent and that the underwriters will be obligated to purchase all the offered securities if any are purchased, other than
securities subject to an underwriters overallotment option. Underwriters may sell those securities to or through dealers. The underwriters may change any initial public offering price and any discounts or concessions allowed or reallowed or
paid to dealers from time to time. If we utilize underwriters in an offering of securities using this prospectus, the applicable prospectus supplement will contain a statement regarding the intention, if any, of the underwriters to make a market in
the offered securities.
If we utilize a dealer in an offering of securities using this prospectus, we will sell the offered
securities to the dealer, as principal. The dealer may then resell those securities to the public at a fixed price or at varying prices to be determined by the dealer at the time of resale.
We may also use this prospectus to offer and sell securities through agents designated by us from time to time. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of its appointment.
Underwriters, dealers or agents participating in a distribution of securities by use of this prospectus and an applicable prospectus supplement may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the offered securities, whether received from us or from purchasers of offered securities for whom they act as agent, may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
Under agreements that we may enter into, underwriters, dealers or agents who
participate in the distribution of securities by use of this prospectus and an applicable prospectus supplement may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments that those underwriters, dealers or agents may be required to make.
We may offer to
sell securities either at a fixed price or at prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
Underwriters, dealers, agents or their affiliates may be customers of, engage in transactions with, or perform services for, us and our
subsidiaries in the ordinary course of business.
Our direct or indirect wholly-owned subsidiaries, including J.P. Morgan
Securities LLC, may use this prospectus and the applicable prospectus supplement in connection with offers and sales of securities in the secondary market. Those subsidiaries may act as principal or agent in those transactions. Secondary market
sales will be made at prices related to prevailing market prices at the time of sale.
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We may also use this prospectus to directly solicit offers to purchase securities. Except as
set forth in the applicable prospectus supplement, none of our directors, officers, or employees nor those of our bank subsidiaries will solicit or receive a commission in connection with those direct sales. Those persons may respond to inquiries by
potential purchasers and perform ministerial and clerical work in connection with direct sales.
Conflicts of Interest
We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for any
offering pursuant to this prospectus will comply with the requirements of Rule 5121 of the regulations of FINRA regarding a FINRA member firms underwriting of securities of an affiliate. In accordance with Rule 5121, J.P. Morgan Securities LLC
may not make sales pursuant to this prospectus to any discretionary account without the prior approval of the customer.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The financial statements and managements assessment of the
effectiveness of internal control over financial reporting (which is included in Managements Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of JPMorgan Chase
for the year ended December 31, 2015 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
LEGAL OPINIONS
Simpson Thacher & Bartlett LLP, New York, New York, will provide an opinion for us regarding the validity of the offered securities and Cravath, Swaine & Moore LLP, New York, New York, will
provide such an opinion for the underwriters. Cravath, Swaine & Moore LLP acts as legal counsel to us and our subsidiaries in a substantial number of matters on a regular basis.
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