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424B2Page 5 of 58Table of ContentsDESCRIPTION OF THE NOTESThe following description of the particular terms of our 2.700% Notes due 2023, 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 DebtSecurities—General” and “Description of Debt Securities—Senior Debt Securities” in the attached prospectus. Capitalizedterms used but not defined in this prospectus supplement have the meanings assigned in the attached prospectus or thesenior 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 BankTrust Company Americas. The notes will be initially limited to 2,000,000,000 aggregate principal amount and willmature on May 18, 2023. The notes are a series of senior debt securities referred to in the attached prospectus. We havethe right to issue additional notes of such series in the future. Any such additional notes will have the same terms as thenotes being offered by this prospectus supplement but may be offered at a different offering price or have a different initialinterest payment date than the notes being offered by this prospectus supplement. If issued, these additional notes willbecome 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 2.700%. Interest on the notes will accrue from May 18, 2016. We will payinterest on the notes semi-annually in arrears on May 18 and November 18 of each year, beginning November 18, 2016.We refer to these dates as “interest payment dates.” Interest will be calculated on the basis of a 360-day year consisting oftwelve 30-day months. Interest will be paid to the persons in whose names the notes are registered at the close of businesson 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 abusiness day, the payment due on that date will be paid on the next day that is a business day, with the same force andeffect as if made on that payment date and without any interest or other payment with respect to the delay. For purposes ofthis prospectus supplement, a “business day” is a day on which commercial banks and foreign exchange markets settlepayments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in NewYork 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 May 18, 2023. The amount payable at maturity will be 100% of the principal amount of thenotes, 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 March 18, 2023, at aredemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interestthereon 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 ofrecord of the notes to be redeemed. Such mailing will be at least 30 days and not more than 60 days before the date fixedfor redemption. Each notice of redemption will state: the redemption date; the redemption price; 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 m5/26/2016

424B2Page 6 of 58Table of Contents CUSIP or ISIN number of the notes to be redeemed; that on the redemption date the redemption price will become due and payable upon each note to be redeemed, andthat interest thereon will cease to accrue on and after said date; and the place or places where the notes are to be surrendered for payment of the redemption price.Notwithstanding the foregoing, if the notes are held in book-entry form through The Depository Trust Company, or“DTC”, we may give such notice in any manner permitted or required by DTC.In the case of any redemption of only part of the notes at the time outstanding, the notes to be redeemed will be selectednot more than 60 days prior to the redemption date by the Trustee by such method as the Trustee shall deem fair andappropriate.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 representedby one or more permanent global notes registered in the name of DTC or its nominee, as described under “Book-EntryIssuance” in the attached prospectus.Investors may elect to hold interests in the notes outside the United States through Clearstream Banking, SociétéAnonyme (“Clearstream”) or Euroclear Bank S.A./N.V., as operator of Euroclear System (“Euroclear”), if they areparticipants 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 inClearstream’s and Euroclear’s names on the books of their respective depositaries. Those depositaries will in turn holdthose interests in customers’ securities accounts in the depositaries’ names on the books of /2016

424B2Page 7 of 58Table of ContentsCERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAXCONSEQUENCES TO NON-UNITED STATES PERSONSThe following is a summary of certain United States federal income and estate tax consequences as of the date of thisprospectus supplement regarding the purchase, ownership and disposition of the notes. Except where noted, this summarydeals only with notes that are held as capital assets by a non-United States holder who purchases the notes upon originalissuance 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 thefollowing 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 UnitedStates, 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 andone or more United States persons, as defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, asamended (the “Internal Revenue Code”), have the authority to control all of its substantial decisions, or (2) thathas a valid election in effect under applicable United States Treasury regulations to be treated as a United Statesperson.If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and theactivities 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 ofthe date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal taxconsequences different from those summarized below. This summary does not represent a detailed description of theUnited States federal tax consequences to you in light of your particular circumstances. In addition, it does not represent adetailed description of the United States federal tax consequences applicable to you if you are subject to special treatmentunder the United States federal tax laws (including if you are a United States expatriate, partnership or other pass-throughentity, “controlled foreign corporation” or “passive foreign investment company”). We cannot assure you that a change inlaw 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 particularUnited States federal tax consequences to you of the ownership of the notes, as well as the consequences to youarising under the laws of any other taxing jurisdiction.United States Federal Withholding TaxSubject to the discussion of backup withholding and FATCA below, United States federal withholding tax will not applyto 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 UnitedStates; you do not actually or constructively own 10% or more of the total combined voting power of all classes of ourvoting stock within the meaning of the Internal Revenue Code and United States Treasury .htm5/26/2016

424B2Page 8 of 58Table of Contents you are not a controlled foreign corporation that is related to us through stock ownership; you are not a bank whose receipt of interest on the notes is described in Section 881(c) (3) (A) of the InternalRevenue Code; and either (a) you provide your name and address on an applicable IRS Form W-8, and certify, under penalties ofperjury, that you are not a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Codeor (b) you hold the notes through certain foreign intermediaries and satisfy the certification requirements ofapplicable United States Treasury regulations.Special certification rules apply to certain non-United States holders that are pass-through entities rather than corporationsor individuals.If you cannot satisfy the requirements described above, payments of interest made to you will be subject to a 30% UnitedStates 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 reductionin, 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 withholdingtax because it is effectively connected with your conduct of a trade or business in the United States (as discussedbelow 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 yourealize on the sale, exchange, retirement or other disposition of the notes.United States Federal Income TaxIf you are engaged in a trade or business in the United States and interest on the notes is effectively connected with theconduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a United Statespermanent establishment, then you will be subject to United States federal income tax on that interest on a net incomebasis (although you will be exempt from the 30% United States federal withholding tax, provided certain certification anddisclosure requirements discussed above under “—United States Federal Withholding Tax” are satisfied), in the samemanner as if you were a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code. Inaddition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicabletreaty 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 notegenerally 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 requiredby an applicable income tax treaty, is attributable to a United States permanent establishment, in which case suchgain will generally be subject to United States federal income tax (and possibly branch profits tax) in the samemanner 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 thatdisposition, and certain other conditions are met, in which case, unless an applicable income tax treaty providesotherwise, you will generally be subject to a 30% United States federal income tax on any gain recognized, whichmay be offset by certain United States source /26/2016

424B2Page 9 of 58Table of ContentsUnited States Federal Estate TaxYour estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of yourdeath, provided that any payment to you on the notes would be eligible for exemption from the 30% United States federalwithholding 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 WithholdingInformation reporting will generally apply to payments of interest and the amount of tax, if any, withheld with respect tosuch payments to you. Copies of the information returns reporting such interest payments and any withholding may alsobe made available to the tax authorities in the country in which you reside under the provisions of an applicable incometax treaty.In general, no backup withholding will be required regarding payments that we make to you provided that the applicablewithholding agent does not have actual knowledge or reason to know that you are a United States person, as defined inSection 7701(a) (30) of the Internal Revenue Code, and such withholding agent has received from you the statementdescribed 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 ofthe sale of a note made within the United States or conducted through certain United States related financialintermediaries, unless the payor receives the statement described above and does not have actual knowledge or reason toknow that you are a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code, or youotherwise establish an exemption.Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowedas a refund or a credit against your United States federal income tax liability provided the required information is timelyfurnished to the Internal Revenue Service.Additional Withholding RequirementsUnder Sections 1471 through 1474 of the Internal Revenue Code (such Sections commonly referred to as “FATCA”), a30% United States federal withholding tax may apply to any interest income paid on the notes and, for a disposition of anote occurring after December 31, 2018, the gross proceeds from such disposition, in each case paid to (i) a “foreignfinancial institution” (as specifically defined in the Internal Revenue Code) which does not provide sufficientdocumentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) itscompliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with anintergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “non-financialforeign 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 informationregarding certain substantial United States beneficial owners of such entity (if any). If an interest payment is both subjectto withholding under FATCA and subject to the withholding tax discussed above under “—United States FederalWithholding Tax,” the withholding under FATCA may be credited against, and therefore reduce, such other withholdingtax. You should consult your own tax advisors regarding these rules and whether they may be relevant to your ownershipand disposition of the 26/2016

424B2Page 10 of 58Table of ContentsCERTAIN ERISA MATTERSThe notes may, subject to certain legal restrictions, be held by (i) an “employee benefit plan” (as defined in Section 3(3) ofthe U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), that is subject to the fiduciaryresponsibility or prohibited transaction provisions of Title I of ERISA, (ii) a “plan” that is subject to the prohibitedtransaction provisions of Section 4975 of the Internal Revenue Code, (iii) a plan, account or other arrangement that issubject to provisions under other federal, state, local, non-U.S. or other laws or regulations that are similar to any suchprovisions of Title I of ERISA or Section 4975 of the Internal Revenue Code (“Similar Laws”) and (iv) an entity whoseunderlying assets are considered to include “plan assets” of any such employee benefit plan, account or arrangementdescribed above (each of the foregoing described in clauses (i), (ii), (iii) and (iv) being referred to as a “Plan”). A fiduciaryof any Plan must determine that the purchase, holding and disposition of an interest in the notes is consistent with itsfiduciary duties and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA orSection 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 andwarranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the notesconstitutes assets of any Plan or (ii) the acquisition and holding of the notes by such holder or transferee will not constitutea non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or asimilar 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-exemptprohibited transactions, it is particularly important that fiduciaries, or other

branches in 23 states, and Chase Bank USA, National Association, a national bank that is JPMorgan Chase's credit card issuing bank. JPMorgan Chase's principal nonbank subsidiary is J.P. Morgan Securities LLC, our U.S. investment banking firm. One of JPMorgan Chase's principal operating subsidiaries in the United Kingdom is J.P. Morgan .