J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands) as Issuer

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SUPPLEMENT No. 3 DATED 27 AUGUST 2014 TO THE OFFERING CIRCULAR DATED 29 APRIL 2014 J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands) as Issuer J.P. Morgan Indies SRL (organised as a society with restricted liability in Barbados) as Issuer JPMorgan Chase Bank, N.

1 SUPPLEMENT No. 3 DATED 27 AUGUST 2014 TO THE OFFERING CIRCULAR DATED 29 APRIL 2014 J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands) as Issuer J.P. Morgan Indies SRL (organised as a society with restricted liability in Barbados) as Issuer JPMorgan Chase Bank, N.A. (a national banking association organised under the laws of the United States of America) as Issuer and as Guarantor in respect of Securities issued by J.P. Morgan Structured Products B.V. JPMorgan Chase & Co. (incorporated in the State of Delaware, United States of America) as Issuer and as Guarantor in respect of Securities issued by J.P. Morgan Indies SRL Structured Products Programme for the issuance of Notes, Warrants and Certificates Arranger and Dealer for the Programme J.P. Morgan

2 Supplement to the Offering Circular This supplement (the "Supplement") constitutes a supplement to the offering circular dated 29 April 2014 (the "Original Offering Circular") as supplemented by Supplement No. 1 dated 16 May 2014 and Supplement No. 2 dated 24 July 2014 (and the Original Offering Circular as so supplemented, the "Offering Circular"), prepared in connection with the Note, Warrant and Certificate Programme (the "Programme") of J.P. Morgan Structured Products B.V. ("JPMSP"), J.P. Morgan Indies SRL ("JPMI"), JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. Status of Supplement The Supplement is supplemental to, and shall be read in conjunction with, the Offering Circular. Unless otherwise defined in this Supplement, terms defined in the Offering Circular have the same meaning when used in this Supplement. The Supplement has been approved by the Irish Stock Exchange pursuant to the GEM Rules and by the Luxembourg Stock Exchange pursuant to the rules and regulations of the Luxembourg Stock Exchange. Responsibility Each of JPMSP, JPMI, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. accepts responsibility for the information contained in this Supplement and to the best of the knowledge of JPMSP, JPMI, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. (each having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Information being supplemented I. Incorporation by Reference This Supplement incorporates by reference into the Offering Circular the following documents: (a) the Quarterly Report on Form 10-Q of JPMorgan Chase & Co. for the quarter ended 30 June 2014, as filed with the United States Securities and Exchange Commission (the "SEC") on 4 August 2014 (the "JPMorgan Chase & Co. 30 June 2014 Form 10-Q"); (b) (c) the unaudited interim financial statements of JPMorgan Chase Bank, N.A. for the six months ended 30 June 2014 (the "JPMorgan Chase Bank, N.A. Interim Financial Statements"); and the unaudited interim financial statements of JPMSP for the six months ended 30 June 2014 (the "JPMSP Interim Financial Statements"). Information Incorporated by Reference Page Number* From the JPMorgan Chase & Co. 30 June 2014 Form 10-Q Part I. Financial Information Item 1. Consolidated Financial Statements JPMorgan Chase & Co. Pages 106 to 221 Consolidated Statements of Income (unaudited) for the three and six Page 106 months ended June 30, 2014 and 2013 Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2014 and 2013 Page 107 Consolidated Balance Sheets (unaudited) at June 30, 2014 and Pages 108 to 109 December 31, 2013 Consolidated Statements of Changes in Stockholders' equity Page 110 (unaudited) for the six months ended June 30, 2014 and

3 Consolidated Statements of Cash Flows (unaudited) for the six months Pages 111 to 112 ended June 30, 2014 and 2013 Notes to Consolidated Financial Statements (unaudited) Pages 113 to 210 Report of Independent Registered Public Accounting Firm Page 211 Consolidated Average Balance Sheets, Interest and Rates (unaudited) Page 212 to 215 for the three and six months ended June 30, 2014 and 2013 Glossary of Terms and Line of Business Metrics Pages 216 to 221 Item 2. Management's Discussion and Analysis of Financial Condition and Pages 4 to 105 Results of Operations Consolidated Financial Highlights Pages 4 to 5 Introduction Pages 6 to 7 Executive Overview Pages 8 to 11 Consolidated Results of Operations Pages 12 to 14 Consolidated Balance Sheet Analysis Pages 15 to 16 Off-Balance Sheet Arrangements Page 17 Consolidated Cash Flows Analysis Page 18 Explanation and Reconciliation of the Firm's use of Non-GAAP Pages 19 to 22 Financial Measures Business Segment Results Pages 23 to 62 Enterprise-Wide Risk Management Pages Credit Risk Management Pages 65 to 82 Market Risk Management Pages 83 to 86 Country Risk Management Page 87 Operational Risk Management Page 88 Capital Management Pages 89 to 95 Liquidity Risk Management Pages 96 to 101 Supervision and Regulation Page 101 Critical Accounting Estimates Used by the Firm Pages 102 to 104 Accounting and Reporting Developments Page 104 Forward-Looking Statements Page 105 Item 3. Quantitative and Qualitative Disclosures about Market Risk Page 221 Item 4. Controls and Procedures Page 221 Part II. Other Information Item 1. Legal Proceedings Page 222 Item 1A. Risk Factors Page 222 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Pages 222 to 223 Item 3. Defaults Upon Senior Securities Page 223 Item 4. Mine Safety Disclosure Page 223 Item 5. Other Information Page 223 Item 6. Exhibits Pages 223 Signatures Page 224 Index to Exhibits Page 225 Exhibit 15 Page 228 *These page numbers are references to the PDF pages included in the JPMorgan Chase & Co. 30 June 2014 Form 10-Q. From the JPMorgan Chase Bank, N.A. Interim Financial Statements 3

4 Consolidated Financial Statements JPMorgan Chase Bank, National Association Consolidated Statements of Income (unaudited) for the six months ended June 30, Page and 2013 Consolidated Statements of Comprehensive Income (unaudited) for the six months Page 5 ended June 30, 2014 and 2013 Consolidated Balance Sheets (unaudited) at June 30, 2014, and December 31, 2013 Page 6 Consolidated Statements of Changes in Stockholder's Equity (unaudited) for the six Page 7 months ended June 30, 2014 and 2013 Consolidated Statements of Cash Flows (unaudited) for the six months ended June Page 8 30, 2014 and 2013 Notes to Consolidated Financial Statements (unaudited) Pages 9 to 83 Independent Auditor's Report Page 84 Supplementary Information (unaudited) Glossary of Terms Pages 85 to 87 From the JPMSP Interim Financial Statements Directors' Report Pages 1 to 3 Financial Statements: Income statement Page 4 Statement of comprehensive income Page 4 Statement of changes in equity Page 5 Balance Sheet Page 6 Cash flow statement Page 7 Notes to the financial statements Pages 8 to 14 4

5 II. Amendments to the section entitled JPMorgan Chase & Co. The paragraph and table under the sub-heading "Selected financial information" of the section entitled "JPMorgan Chase & Co." on page 337 of the Original Offering Circular shall be deleted and replaced with the following: "The selected consolidated financial data set forth in the below table has been extracted from the audited consolidated financial statements of JPMorgan Chase & Co. as at and for the year ended 31 December 2013 contained in the JPMorgan Chase & Co Form 10-K and from the unaudited interim consolidated financial statements of JPMorgan Chase & Co. for the six months ended 30 June 2014 contained in the JPMorgan Chase & Co. 30 June 2014 Form 10-Q. JPMorgan Chase & Co. Selected income statement data (in USD millions) Six months ended 30 June Year ended 31 December (unaudited) Total net revenue: 47,447 50,333 96,606 97,031 Provisions for credit losses: 1, ,385 Total noninterest expense: 30,067 31,289 70,467 64,729 Income before income tax expense: 15,838 18,380 25,914 28,917 Net income: 11,259 13,025 17,923 21,284 Selected balance sheet data (in USD millions) As at 30 June As at 31 December (unaudited) Trading assets: 392, , ,028 Securities: 361, , ,152 Loans, net of allowance for loan 731, , ,860 losses: Total assets: 2,520,336 2,415,689 2,359,141 Deposits: 1,319,751 1,287,765 1,193,593 Long-term debt: 269, , ,024 Total stockholders' equity: 227, , ,069 III. Amendments to the section entitled JPMorgan Chase Bank, N.A. The paragraph and table under the sub-heading "Selected financial information" of the section entitled "JPMorgan Chase Bank, N.A." on pages 352 to 353 of the Original Offering Circular shall be deleted and replaced with the following: "The selected consolidated financial data set forth in the below table have been extracted from the JPMorgan Chase Bank, N.A Audited Financial Statements and the unaudited JPMorgan Chase Bank, N.A. Interim Financial Statements incorporated by reference into this Offering Circular. This information should be read in conjunction with the notes to the consolidated financial statements and the other detailed financial information concerning JPMorgan Chase Bank, N.A. incorporated by reference into this Offering Circular. Selected income statement data (in USD millions) Six months ended 30 June Year ended 31 December Total net revenue 35,950 38,157 71,650 71,670 Provision for credit losses 361 (32) (1,247) 686 5

6 Total noninterest expense 24,608 24,287 50,225 52,747 Income before income tax expense 10,981 13,902 22,672 18,237 Net income 8,122 10,189 15,438 13,955 Selected balance sheet data (in USD millions) As at 30 June As at 31 December Trading assets 262, , ,113 Securities 343, , ,119 Loans, net of allowance for loan losses 631, , ,090 Total assets 2,002,047 1,945,467 1,896,773 Deposits 1,368,272 1,326,036 1,246,327 Long-term debt 99, , ,558 Total stockholders' equity 179, , ,025 IV. Amendments to the section entitled J.P. Morgan Structured Products B.V. The paragraph under the sub-heading "Selected financial information" of the section entitled "J.P. Morgan Structured Products B.V." on page 366 of the Original Offering Circular shall be replaced with the following: "The profit after tax for the six months ended 30 June 2014 was U.S.$424,000 (profit of U.S.$498,000 for the six months ended 30 June 2013). The profit after tax of JPMSP for the financial year ending 31 December 2013 was U.S.$743,000 (U.S.$1,113,000 for the financial year ended 31 December 2012). As at the six months ended 30 June 2014 the total shareholders' funds of JPMSP were U.S.$529,672,000. As at 31 December 2013 the total shareholders' funds of JPMSP were U.S.$529,248,000 (U.S.$528,505,000 as at 31 December 2012). JPMSP's profit on ordinary activities before taxation for the six months ended 30 June 2014 was U.S.$563,000 (profit of U.S.$643,000 as at the six months ended 30 June 2013). JPMSP's profit on ordinary activities before taxation for the year ended 31 December 2013 was U.S.$978,000 (U.S.$1,473,000 for the year ended 31 December 2012). JPMSP's total assets at the six months ended 30 June 2014 were U.S.$22,871,855,000. JPMSP's total assets at 31 December 2013 were U.S.$22,635,524,000 (U.S.$18,984,691,000 as at 31 December 2012). JPMSP's total liabilities as at six months ended 30 June 2014 were U.S.$22,342,183,000. JPMSP's total liabilities as at 31 December 2013 were U.S.$22,106,276,000 (U.S.$18,456,186,000 as at 31 December 2012)." V. Amendments to the section entitled "Introduction To This Document" in the Offering Circular The paragraph beginning with the words "You should read the applicable Pricing Supplement, together with this Offering Circular " under the sub-heading "What is the Pricing Supplement" of the section entitled "Introduction To This Document" on page iii of the Offering Circular shall be deleted and replaced with the following: "What documents should I read before purchasing Securities? You should read the applicable Pricing Supplement, together with this Offering Circular (including the information incorporated by reference in it), before deciding to purchase any Securities. 6

7 This Offering Circular will be supplemented and restated after the date hereof from time to time. If you purchase Securities after the date of the applicable Pricing Supplement, you should review the most recent restatement (if any) of this Offering Circular and each supplement thereafter up to (and including) the date of purchase to ensure that you have the most up to date information on the Issuer and (if applicable) the Guarantor on which to base your investment decision (note that the terms and conditions of the Securities will remain as described in the applicable Pricing Supplement and the version of the Offering Circular described in the Pricing Supplement, subject to any amendments notified to holders). Each supplement and restatement to this Offering Circular can be found on ( and ( VI. Amendments to the section entitled "Form of Pricing Supplement" in the Offering Circular The following paragraph shall be inserted immediately following the second paragraph in the section entitled "Form of Pricing Supplement" on page 280 of the Offering Circular: "If you purchase the Securities described in this Pricing Supplement after the date hereof, you should review the most recent restatement (if any) of the Offering Circular and each supplement thereafter up to (and including) the date of purchase to ensure that you have the most up to date information on the Issuer and (if applicable) the Guarantor on which to base your investment decision (note that the terms and conditions of the Securities will remain as described in this Pricing Supplement and the version of the Offering Circular described in the paragraph immediately above, subject to any amendments notified to holders). Each supplement and restatement to this Offering Circular can be found on ( and ( 7

8 General To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Offering Circular by this Supplement and (b) any other statement in or incorporated by reference into the Offering Circular, the statements in (a) above will prevail. Investors who have not previously reviewed the information contained in the document incorporated by reference above should do so in connection with their evaluation of the Securities. This Supplement and the document incorporated by reference into it will be published on the Luxembourg Stock Exchange's website at and the Irish Stock Exchange's website at In addition, any person receiving a copy of this Supplement may obtain, without charge, upon written or oral request, copies of the document incorporated by reference herein. Copies of the document incorporated by reference into this Supplement will be available free of charge during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), in physical or electronic form, at the office of the Principal Programme Agent (The Bank of New York Mellon, One Canada Square London, E14 5AL England), the office of the Paying Agent in Luxembourg (The Bank of New York Mellon (Luxembourg) S.A., Vertigo Building Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg) and the office of the Irish Listing Agent (The Bank of New York Mellon SA/NV, Dublin Branch, Hanover Building, 4th Floor, Windmill Lane, Dublin 2, Ireland). This Supplement and the document incorporated by reference into and contained in it will be available free of charge during normal business hours at the offices of Credit Suisse, attn. Custody Account Management, Uetlibergstrasse 231, CH-8070 Zurich, Switzerland. By virtue of this Supplement, the document incorporated by reference and contained in this Supplement forms a part of the Offering Circular. 8

J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands)

SUPPLEMENT No. 1 DATED 16 MAY 2014 TO THE BASE PROSPECTUS DATED 29 APRIL 2014 J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands) as Issuer JPMorgan Chase Bank,